TCR_Public/150220.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 20, 2015, Vol. 19, No. 51

                            Headlines

1401 BATTERY AVENUE: Case Summary & 20 Top Unsecured Creditors
ALLEN SYSTEMS: Files Ch. 11 Petition to Facilitate Restructuring
ALLEN SYSTEMS: Files for Ch 11, Reaches Pact With Senior Lenders
ALLEN SYSTEMS: Files for Ch. 11 to Restructure Balance Sheet
AMERICAN AXLE: Ameriprise Cuts Stake to 4% as of Dec. 31

AMERICAN AXLE: Jana Partners No Longer Owns Shares as of Dec. 31
AMERICAN MEDIA: Expects to Report $7M Operating Loss
API TECHNOLOGIES: Wynnefield No Longer a 5% Owner as of Dec. 31
ARRAY BIOPHARMA: Flynn Reports 9.9% Stake as of Dec. 31
ARRAY BIOPHARMA: Mark Lampert Reports 8.9% Stake as of Dec. 31

ARRAY BIOPHARMA: Sam Isaly Reports 5.5% Stake as of Dec. 31
BALMORAL RACING: 4 Casinos Balk at Foley & Lardner as Counsel
BASS PRO: Moody's Says 'Ba3' CFR Unaffected by Heavy Borrowing
BEAZER HOMES: D. E. Shaw Stake Down to 3.7% as of Dec. 31
BEAZER HOMES: Kenneth Griffin Reports 8.5% Stake as of Dec. 31

BOMBARDIER INC: Fitch Lowers IDR to 'B+'; Outlook Negative
BON-TON STORES: DW Reports 9.6% Stake as of Dec. 31
BRIAR'S CREEK: Files List of 20 Largest Unsecured Creditors
BRIAR'S CREEK: Seeks to Employ McCarthy as Bankruptcy Counsel
BRIAR'S CREEK: Seeks to Employ Ouzts as Accountants

BRIAR'S CREEK: U.S. Trustee Objects to Proposed Bidding Procedures
CAESARS ENTERTAINMENT: Paulson & Co. Reports 9.4% Stake at Dec. 31
CENTRAL FEDERAL: Elizabeth Park Reports 8.2% Stake
CENTRAL FEDERAL: Frauenberg Reports 5% Stake as of Feb. 17
CENTRAL FEDERAL: Thad Perry Reports 5% Stake as of Feb. 17

CHEYENNE HOTEL: Court Denies U.S. Trustee's Dismissal Plea
COLFAX CORP: Moody's Hikes Corp. Family Rating to 'Ba2'
COLLAVINO CONSTRUCTION: CCCL Seeks Joint Admin. With CCCI Case
COLLAVINO CONSTRUCTION: Plan Filing Exclusivity Extended to May 15
COLLAVINO CONSTRUCTION: Wants More Time to Decide on Leases

CONSTAR INTERNATIONAL: Removal Period Expires March 13
CREEKSIDE ASSOCIATES: Files Schedules of Assets & Liabilities
CUMULUS MEDIA: Canyon Capital Reports 5% Stake as of Dec. 31
DEERFIELD RANCH: Files for Chapter 11 to Stop Auction of Winery
DELPHI AUTOMOTIVE: To Sell Heating & Cooling Business to Mahle

DETROIT, MI: Thomas Tucker to Take Over Bankruptcy Case
DUNE ENERGY: Highbridge Discloses 5% Stake as of Dec. 31
DUNE ENERGY: Tender Offer Extended Until Feb. 20
ENERGY FUTURE: Deadline on Lease-Related Decisions Moved to May 25
ENERGY FUTURE: UST Has Issues with Applications

FIRST INDUSTRIAL: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
FOCUS BRANDS: S&P Affirms 'B' CCR & Revises Outlook to Stable
FOREST OIL: Owl Creek No Longer Owns Shares as of Dec. 31
FREESEAS INC: Crede, et al., Report 9.9% Stake as of Dec. 31
GASFRAC ENERGY: U.S. Court Approves Bidding Procedures

GENWORTH FINANCIAL: S&P Lowers Counterparty Credit Rating to 'BB-'
GEOMET INC: Has Minimal Assets, Mulls Possible Dissolution
GROUPE BIKINI: Files for Creditor Protection in Canada
GT ADVANCED: Lease-Related Decision Deadline Extended to May 4
HCSB FINANCIAL: Carroll Padgett Resigns From Board

HEI INC: U.S. Trustee Reacts to Memo on Hiring of 3 Professionals
HEI INC: US Trustee Appoints AVX to Creditors' Committee
HOLDER GROUP SUNDANCE: Bank Does Not Consent to Cash Collateral Use
HORIZON LINES: Western Asset Mgt. Reports 11.9% Stake as of Dec. 31
HOYT TRANSPORTATION: Can File Chapter 11 Plan Until March 10

INT'L ENVIRONMENTAL: Chap. 11 Trustee Seeks Chapter 7 Conversion
ISTAR FINANCIAL: Loomis Sayles Reports 4.7% Stake as of Dec. 31
ISTAR FINANCIAL: Robert Pitts Reports 5.9% Stake as of Dec. 31
ISTAR FINANCIAL: Valinor Mgt. Reports 5.6% Stake as of Dec. 31
KIOR INC: Asks Court to Extend Deadline to Remove Suits

KIPP INC: Fitch Affirms 'BB+' Rating on $65MM Education Bonds
LDK SOLAR: Court Closes Ch. 15 & Ch. 11 Bankruptcy Proceedings
LEHMAN BROTHERS: LBI's 2nd Interim Distribution Approved
MASCO CORP: Fitch Raises Issuer Default Rating to 'BB+'
MERCATOR MINERALS: Starcore Closes Purchase of Creston Moly Shares

MGM RESORTS: Incurs $342 Million Net Loss in Fourth Quarter
MGM RESORTS: Paulson & Co. Stake Down to 1.42% as of Dec. 31
MORGANS HOTEL: Ameriprise Reports 5% Stake as of Dec. 31
NAPERVILLE THEATER: Case Summary & 20 Largest Unsecured Creditors
NATIONAL MENTOR: S&P Retains 'B+' CCR Following $55MM Debt Add-On

NAUTILUS HOLDINGS: Amended Joint Chapter 11 Plan Now Effective
NAVISTAR INTERNATIONAL: Discovery Reports 5.3% Stake as of Dec. 31
NEWCASTLE ST. JOHNS: Case Summary & Top Unsecured Creditor
NORTH AMERICAN HEALTH: Files for Chapter 11 Bankruptcy Protection
NPS PHARMACEUTICALS: ING Groep No Longer Owns Shares

NPS PHARMACEUTICALS: Wells Fargo Stake Down to 2% as of Jan. 31
OHCMC-OSWEGO LLC: Modified Plan Declared Effective January 15
ORBITAL SCIENCES: Moody's Withdraws Ba1 CFR After Alliant Merger
PASSAIC HEALTHCARE: Files Schedules of Assets and Liabilities
PASSAIC HEALTHCARE: US Trustee Forms Five-Member Creditors Panel

PHILADELPHIA SD: Moody's Gives Ba3 Underlying Rating to 2015 Bonds
PORT AGGREGATES: Amends List of Top Unsecured Claims
PORT AGGREGATES: Files Schedules of Assets and Debt
QUICKSILVER RESOURCES: Mount Kellett Has 7.4% Stake at Dec. 31
QUICKSILVER RESOURCES: Skips Interest Payment; Ch. 11 Filing Looms

QUICKSILVER RESOURCES: SPO No Longer a 5% Owner as of Dec. 31
RADIOSHACK CORP: Bankruptcy Is Assisted Suicide, Creditors Claim
RADIOSHACK CORP: Can Hire Prime Clerk as Claims & Noticing Agent
REED AND BARTON: Files for Ch. 11 with Deal to Sell to Lifetime
REED AND BARTON: Proposes $7-Mil. Loan From Prepetition Lender

REED AND BARTON: Proposes Incentive Plan for Employees
REED AND BARTON: Proposes Lifetime-Led Auction for Assets
REVEL AC: Asks Judge to End Sale of Assets to Polo North
REVEL AC: Fails to Close Sale Deal With Glenn Straub
RGL RESERVOIR: Moody's Cuts CFR to B3, Alters Outlook to Negative

RICHMOND ROSS: Voluntary Chapter 11 Case Summary
SABINE OIL: Saba Capital Reports 7.8% Stake as of Dec. 31
SALADWORKS LLC: Seeks Chapter 11 Amid Suits
SALADWORKS LLC: Wants Automatic Stay Extended to CEO
SCIENTIFIC GAMES: Baker Street Holds 5.9% of Class A Shares

SCIENTIFIC GAMES: Credit Facility Increased by $25 Million
SCIENTIFIC GAMES: Fine Capital Holds 9.6% of Class A Shares
SEARS HOLDINGS: Baker Street No Longer a Shareholder as of Dec. 31
SEARS HOLDINGS: Force Capital Reports 6.4% Stake as of Dec. 31
SOURCE HOME: Wants Court to Extend Plan Filing Deadline to May 19

SUN BANCORP: Anchorage Stake Down to 0.6% as of Dec. 31
TRONOX INC: Anadarko Settlement Declared Effective
TROY BARNES: SEC Halts Colorado-Based Pyramid Scheme
UTSTARCOM HOLDINGS: Prescott Owns 2.6% of Shares as of Dec. 31
VULCAN MATERIALS: Moody's Affirms Ba3 CFR, Outlook to Positive

WEST CORP: Gary West Reports 9.1% Stake as of Dec. 31
WESTMORELAND COAL: Wynnefield No Longer a 5% Shareholder
WOODLAKE PARTNERS: March 26 Auction Set for Woodlake Country Club
YRC WORLDWIDE: Amici Capital Reports 7.7% Stake as of Dec. 31
YRC WORLDWIDE: Raging Capital No Longer a Shareholder

YRC WORLDWIDE: Richard Mashaal Reports 8% Stake as of Dec. 31
ZALE CORP: Ameriprise No Longer a Shareholder as of Dec. 31
[*] DSI Launches New Mediation Practice Group

                            *********

1401 BATTERY AVENUE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: 1401 Battery Avenue, LLC
        1401 Battery Avenue
        Baltimore, MD 21230

Case No.: 15-12261

Chapter 11 Petition Date: February 18, 2015

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Robert A. Gordon

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  Email: mkivitz@aol.com

Total Assets: $1.91 million

Total Liabilities: $1.78 million

The petition was signed by Joseph Bellinger, trustee for John M.
Kowalski, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-12261.pdf


ALLEN SYSTEMS: Files Ch. 11 Petition to Facilitate Restructuring
----------------------------------------------------------------
Allen Systems Group, Inc. on Feb. 18 disclosed that it has reached
an agreement with its senior secured lenders -- composed of a
consortium led by certain funds sponsored by Franklin Square
Capital Partners (that are sub-advised by Blackstone's credit arm,
GSO Capital Partners LP), KKR Credit Advisors (US) LLC, Cetus
Capital II, LLC and Ellis Lake Capital, LLC -- on the terms of a
comprehensive debt restructuring.  The parties intend to implement
the debt restructuring through a "pre-packaged" Chapter 11 process.
During this period, the Company expects to operate its business in
the ordinary course, without disruption to its customers, vendors
or employees.

Under the terms of the agreement, the Company's long-term debt will
be reduced by $420 million and the remaining debt of $240 million
will be refinanced at a much lower interest rate, significantly
strengthening ASG's balance sheet and improving future cash flow.
In addition to "pre-packaged" Chapter 11 petitions, ASG also filed
on Feb. 18 with the United States Bankruptcy Court for the District
of Delaware a proposed plan of reorganization that incorporates the
terms of the restructuring agreement and is subject to approval by
the Court.  ASG has asked the Court to schedule a Plan confirmation
hearing within 45 days and expects to be able to emerge from
Chapter 11 within the next 45-90 days.  Upon emergence from Chapter
11, it is expected that ASG's senior secured lenders, which include
some of the largest and most sophisticated investors in the world,
will hold a controlling interest in the Company.

ASG's non-U.S. subsidiaries were not included in the filing and are
unaffected by the Chapter 11 process.

                      BUSINESS AS USUAL

"Operationally, very little, if anything, is expected to change
during the Chapter 11 process," said John DiDonato, president and
chief restructuring officer of ASG.  "We do not anticipate
customers, employees or suppliers will experience any change in the
way we do business, and we expect their experience will improve
after the process is complete.  Once this debt restructuring is
implemented, ASG will have a more serviceable level of debt.  We
expect to be much better positioned to compete in our industry as a
result of having capital to invest in growth, which will allow us
to become an even more valuable partner for our customers and other
business partners."

"This agreement demonstrates the shared commitment of all parties
to implement a successful transformation of the business," said
Brad Marshall, senior managing director and portfolio manager of
GSO Capital Partners.  "This is the logical next step toward
providing the Company with the flexibility to execute on its
long-term strategy and maintain its strong focus on providing
customers with leading and innovative IT solutions."

In conjunction with the Chapter 11 filing, ASG has secured a
commitment from NewStar Business Credit to provide a $40 million
debtor-in-possession ("DIP") credit facility.  Upon approval by the
Court, the DIP facility, together with the Company's available cash
reserves and cash provided by operations, is expected to provide
sufficient liquidity for ASG to continue meeting its business
obligations and conduct business as usual during the Chapter 11
process.

Rothschild Inc. is acting as financial advisor to ASG and Huron
Consulting Group is acting as restructuring advisor.  Latham &
Watkins and Pachulski Stang Ziehl & Jones are acting as the
Company's legal counsel in connection with the debt restructuring.
For more information about the Chapter 11 case, including access to
Court documents, please visit: http://dm.epiq11.com/ASG

                    About Allen Systems Group

Headquartered in Naples Florida, Allen Systems Group --
http://www.asg.com/-- is a global company with more than 1,000
employees.  The company provides a wide range of business
automation software to clients worldwide.  Its products are used
for functions such as legacy data migration, business performance
management, and business applications development, and content
management.  ASG also offers business information portals and
applications for identity and user access management, in addition
to consulting, implementation, and training services.  The company
serves such industries as transportation, manufacturing, financial
services, and retail.  Customers have included Coca-Cola, General
Electric, Societe Generale, and Procter & Gamble.


ALLEN SYSTEMS: Files for Ch 11, Reaches Pact With Senior Lenders
----------------------------------------------------------------
Allen Systems Group, Inc., and affiliates ASG Federal, Inc., and
Viasoft International, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 15-10332) on Feb. 18, 2015,
estimating assets between $100 million and $500 million and
liabilities between $500 million and $1 billion.  

Judge Kevin J. Carey presides over the case.

Allen Systems has reached an agreement with its senior secured
lenders -- composed of a consortium led by certain funds sponsored
by Franklin Square Capital Partners (that are sub-advised by
Blackstone's (credit arm, GSO Capital Partners LP), KKR Credit
Advisors (US) LLC, Cetus Capital II, LLC and Ellis Lake Capital,
LLC -- on the terms of a comprehensive debt restructuring.  The
parties intend to implement the debt restructuring through a
"pre-packaged" Chapter 11 process.  During this period, the Company
expects to operate its business in the ordinary course, without
disruption to its customers, vendors or employees.

Under the terms of the agreement, the Company's long-term debt will
be reduced by $420 million and the remaining debt of $240 million
will be refinanced at a much lower interest rate, significantly
strengthening ASG's balance sheet and improving future cash flow.
In addition to "pre-packaged" Chapter 11 petitions, ASG also filed
with the U.S. Bankruptcy Court for the District of Delaware a
proposed plan of reorganization that incorporates the terms of the
restructuring agreement and is subject to approval by the Court.
Allen Systems has asked the Court to schedule a Plan confirmation
hearing within 45 days and expects to be able to emerge from
Chapter 11 within the next 45-90 days.  Upon emergence from Chapter
11, it is expected that Allen Systems' senior secured lenders,
which include some of the largest and most sophisticated investors
in the world, will hold a controlling interest in the Company.

Allen Systems' non-U.S. subsidiaries were not included in the
filing and are unaffected by the Chapter 11 process.

John DiDonato, Allen Systems' president and chief restructuring
officer, said, "Operationally, very little, if anything, is
expected to change during the Chapter 11 process.  We do not
anticipate customers, employees or suppliers will experience any
change in the way we do business, and we expect their experience
will improve after the process is complete.  Once this debt
restructuring is implemented, ASG will have a more serviceable
level of debt.  We expect to be much better positioned to compete
in our industry as a result of having capital to invest in growth,
which will allow us to become an even more valuable partner for our
customers and other business partners."

Brad Marshall, senior managing director and portfolio manager of
GSO Capital Partners, said, "This agreement demonstrates the shared
commitment of all parties to implement a successful transformation
of the business.  This is the logical next step toward providing
the Company with the flexibility to execute on its long-term
strategy and maintain its strong focus on providing customers with
leading and innovative IT solutions."

In conjunction with the Chapter 11 filing, Allen Systems has
secured a commitment from NewStar Business Credit to provide a $40
million debtor-in-possession credit facility.  Upon approval by the
Court, the DIP facility, together with the Allen Systems' available
cash reserves and cash provided by operations, is expected to
provide sufficient liquidity for the company to continue meeting
its business obligations and conduct business as usual during the
Chapter 11 process.

Laura Davis Jones, Esq., Peter J. Keane, Esq., Michael Seidl, Esq.,
and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP,
serve as the Debtors' bankruptcy counsel.

Latham & Watkins LLP serves as the Debtors' special counsel.
Rothschild Inc. is the Debtors' financial advisor.  Huron
Consulting Services LLC is the Debtors' CRO services provider.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing
agent and administrative advisor.

                  About ASG Software Solutions

ASG Software Solutions -- http://www.asg.com/-- connects
sophistication and experience with agility and technological
efficiency, through its vendor-agnostic cloud, content and systems
solutions.  ASG helps companies solve the most pressing business
issues, including everything from reducing operating costs and
enhancing workforce productivity to ensuring regulatory compliance.
Its customers include American Express, Coca-Cola, GE, HSBC, IBM,
Lockheed Martin, Merrill Lynch, Procter & Gamble, Sony, Verizon,
and Wells Fargo.  Founded in 1986, ASG Software Solutions is a
global company headquartered in Naples, Florida, USA, with more
than 1,000 employees.



ALLEN SYSTEMS: Files for Ch. 11 to Restructure Balance Sheet
------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
enterprise software provider Allen Systems Group Inc. filed for
Chapter 11 bankruptcy protection to implement a balance sheet
restructuring agreed to by most of its top-ranking lenders.

According to the report, supporters of the company's plan to cut
its debt by $420 million include Franklin Square Capital Partners,
GSO Capital Partners LP, KKR Credit Advisors (US) LLC, Cetus
Capital II, LLC and Ellis Lake Capital, LLC.


AMERICAN AXLE: Ameriprise Cuts Stake to 4% as of Dec. 31
--------------------------------------------------------
Ameriprise Financial, Inc., and Columbia Management Investment
Advisers, LLC, reported in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, they
beneficially owned 3,055,785 shares of common stock of American
Axle & MFG Holdings which represents 4.03 percent of the shares
outstanding.  They previously held 4,883,368 common shares or 6.46
percent equity stake as of Dec. 31, 2013.  A copy of the regulatory
filing is available at http://is.gd/cBKsZc

                         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.


AMERICAN AXLE: Jana Partners No Longer Owns Shares as of Dec. 31
----------------------------------------------------------------
Jana Partners LLC disclosed in an amended Schedule 13G filed filed
with the U.S. Securities and Exchange Commission that as of Dec.
31, 2014, it no longer owned shares of common stock of American
Axle & Manufacturing Holdings, Inc.  The reporting person
previously reported beneficial ownership of 6,663,698 common shares
or 8.8 percent equity stake as of Dec. 31, 2013.  

JANA Partners is a private money management firm which holds the
Common Stock of the Issuer in various accounts under its management
and control.  The principal owner of JANA Partners LLC, Barry
Rosenstein, is a U.S. citizen.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/uJmTIL

                        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.


AMERICAN MEDIA: Expects to Report $7M Operating Loss
----------------------------------------------------
American Media, Inc., disclosed in a Form 12b-25 filed with the
U.S. Securities and Exchange Commission it could not complete the
filing of its quarterly report on Form 10-Q for the fiscal quarter
ended Dec. 31, 2014, within the prescribed time period due to a
delay in obtaining and compiling information required to be
included that Report.

The Company plans to file its Quarterly Report no later than the
fifth calendar day following the prescribed due date of Feb. 17,
2015, being Feb. 23, 2015.

The Company expects to report total operating revenues of $223
million and operating loss of $7 million for the nine months ended
Dec. 31, 2014, compared to total operating revenues of $256 million
and operating income $26.8 million for the nine months ended Dec.
31, 2013.  The decline in operating revenues and operating income
were due to:

    (i) the industry wide disruption in the Company's wholesaler
        channels due to the shutdown and bankruptcy of one of the
        Company's major wholesalers;

   (ii) the decline in the celebrity magazine market;

   (iii) the overall decline in the consumer advertising market;
         and

    (iv) the divestiture of the distribution and merchandising
         business, included in the prior year period with no
         comparable revenue in the current year period.  

The decline in operating income was also impacted by the increase
in impairment charges for goodwill and tradenames during the
current year period which were previously reported in the quarter
ended Sept. 30, 2014.

                         About American Media

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

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

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

                           *     *     *

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

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


API TECHNOLOGIES: Wynnefield No Longer a 5% Owner as of Dec. 31
---------------------------------------------------------------
Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners
Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund,
Ltd., Wynnefield Capital, Inc. Profit Sharing Plan, Wynnefield
Capital Management, LLC, Wynnefield Capital, Inc., Nelson Obus and
Joshua Landes reported that as of Dec. 31, 2014, they owned less
than 5% of the number of outstanding shares of any class of capital
stock of API Technologies. A full-text copy of the Schedule 13G is
available at http://is.gd/Jr3qco

                      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/  

API Technologies reported a net loss attributable to common
shareholders of $19.3 million for the year ended Nov. 30, 2014,
compared to a net loss attributable to common shareholders of $8.28
million for the year ended Nov. 30, 2013.

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

                           *     *     *

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.


ARRAY BIOPHARMA: Flynn Reports 9.9% Stake as of Dec. 31
-------------------------------------------------------
James E. Flynn, et al., disclosed in an amended Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of Dec.
31, 2014, they beneficially owned 23,834,595 shares of common stock
of Array Biopharma, which represents 9.98 percent of the shares
outstanding.  

Other reporting persons are:

Deerfield Mgmt, L.P. - 23,834,595 shares
Deerfield Management Company, L.P. - 23,834,595 shares
Deerfield Partners, L.P. - 4,871,925 shares
Deerfield International Master Fund, L.P. - 6,375,651 shares
Deerfield Special Situations Fund, L.P. -  1,412,513 shares
Deerfield Special Situations International Master Fund, L.P. -
1,174,506 shares
Deerfield Private Design Fund, L.P. - 3,830,000 shares
Deerfield Private Design International, L.P. - 6,170,000 shares

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

                        http://is.gd/aMzvTt

                       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.


ARRAY BIOPHARMA: Mark Lampert Reports 8.9% Stake as of Dec. 31
--------------------------------------------------------------
As of the close of business on Dec. 31, 2014, (i) Biotechnology
Value Fund, L.P beneficially owned 1,464,131 shares of Common
Stock, (ii) Biotechnology Value Fund II, L.P. beneficially owned
756,748 shares of Common Stock, (iii) BVF Investments, L.L.C.
beneficially owned 8,609,536 shares of Common Stock, (iv)
Investment 10, L.L.C. beneficially owned 406,357 shares of Common
Stock, and (v) MSI BVF SPV, LLC beneficially owned 535,563 shares
of Common Stock.

BVF Partners L.P., as the general partner of BVF and BVF2, the
manager of BVLLC, and the investment adviser of each of ILL10 and
MSI, may be deemed to beneficially own the 11,772,335 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2,
BVLLC, ILL10 and MSI.

BVF Inc., as the general partner of Partners, may be deemed to
beneficially own the 11,772,335 shares of Common Stock beneficially
owned by Partners.
  
Mark N. Lampert, as a director and officer of BVF Inc., may be
deemed to beneficially own the 11,772,335 shares of Common Stock
beneficially owned by BVF Inc., which represents 8.9 percent of the
shares outstanding.

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

                         http://is.gd/0aghoE

                        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.


ARRAY BIOPHARMA: Sam Isaly Reports 5.5% Stake as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Samuel D. Isaly, et al., disclosed that as of Dec. 31,
2014, they beneficially owned 7,247,700 shares of common stock of
Array Biopharma, which represents 5.49 percent of the shares
outstanding.   OrbiMed Advisors LLC holds 2 percent equity stake
and 3.5 perecent in the case of OrbiMed Capital LLC.  A copy of the
regulatory filing is available at http://is.gd/ZhB7su

                        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.


BALMORAL RACING: 4 Casinos Balk at Foley & Lardner as Counsel
-------------------------------------------------------------
Empress Casino Joliet Corporation; Des Plaines Development Limited
Partnership, d/b/a Harrah's Casino Cruises Joliet;  Hollywood
Casino-Aurora, Inc.; and Elgin Riverboat Resort-Riverboat Casino,
d/b/a Grand Victoria Casino object to the motion of Debtors
Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc., to employ Foley & Lardner LLP as special counsel.

Empress Casino, Harrah's Casino, Hollywood Casino and Grand
Victoria Casino are four of the largest riverboat casinos in
Illinois.  They are referred to as the "Riverboats" and the
"Judgment Creditors", since they obtained a $75 million Judgment
against the Debtors and John Johnston in a litigation over tax
imposition laws.

As previously reported by The Troubled Company Reporter, the
Debtors and indirect owner and board member John Johnston are
seeking to employ Foley & Lardner to represent each of them in
connection with a lawsuit referred to as the "Riverboat Litigation"
and with respect to their dealings with Illinois Racing Board,
pursuant to 11 U.S.C. Sec. 327(e) of the Bankruptcy Code.

Counsel to the Riverboats, Michael M. Eidelman, Esq., at Vedder
Price P.C., contends that even under the relaxed standard of Sec.
327(e) -- versus the "disinterested" standard set forth in 11
U.S.C. Sec. 327(a) -- the Motion fails to establish that Foley does
not represent or hold any interest adverse to the Debtors or the
estate with respect to the matter for which it is to be retained.
He asserts that Foley's prepetition and proposed postpetition
representation of the Debtors and Mr. Johnston creates an untenable
conflict as their "duties" to their clients put them in a position
adverse to both the Debtors and their estates.

In light of their conflicted loyalties, Mr. Eidelman asserts, Foley
could not be expected to counsel the Debtors as to whether or not
Mr. Johnston -- who has testified that he is the person who
primarily runs the Debtors' businesses -- needs to be removed from
his positions.

The Riverboats claim to be the single largest creditor of the
Debtors.  They are represented by:

         Michael M. Eidelman, Esq.
         VEDDER PRICE P.C.
         222 North LaSalle Street, Suite 2600
         Chicago, Illinois 60601
         Tel: (312) 609-7500
         Fax: (312) 609-5005

             -- and --  

         Robert M. Andalman, Esq.
         Andrew R. Greene, Esq.
         A&G LAW LLC
         542 South Dearborn, 10th Floor
         Chicago, Illinois 60605
         Tel: (312) 341-3900
         Fax: (312) 341-0700

                 The Riverboat Litigation

The Riverboat Litigation refers to the lawsuit filed by four
Illinois riverboat casinos -- Empress Casino in Joliet, Harrah's
Casino in Joliet, Grand Victoria Casino in Elgin and Hollywood
Casino in Aurora -- against the Debtors and Mr. Johnston alleging
various theories of recovery.  The allegations relate to a law
passed by Illinois, in coordination with the Illinois Racing Board,
in 2006 imposing a 3% tax on the "Riverboats".  The 2006 Racing Act
was extended for an additional three years in 2008.

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

The Riverboats filed the lawsuit when they failed to have the 2006
and 2008 Racing Acts invalidated by the Illinois state courts.  

In August 2013, the District Court entered a summary judgment order
in favor of the Debtors and Mr. Johnston, concluding that the
Riverboats had failed to offer sufficient evidence that the
defendants' actions proximately caused the Riverboats' alleged harm
and completely terminated the case in favor of the defendants.  

The Riverboats appealed the 2013 decision and on Aug. 14, 2014, the
U.S. Court of Appeals for the Seventh Circuit affirmed in part, and
reversed in part, the District Court's ruling.  The Seventh Circuit
held that (1) with respect to the 2006
Racing Act, the Riverboats had offered neither sufficient evidence
that the racetracks proximately caused the 2006 Act's enactment,
nor sufficient evidence that defendants engaged in any wrongdoing
at all; and that (2) with respect to the 2008 Racing Act, there was
a dispute of fact as to whether defendants promised to pay former
Governor Rod Blagojevich a bribe to sign the 2008 Act into law.
The Seventh Circuit thus vacated the District Court's ruling as to
the 2008 Racing Act, and remanded the case back for further
proceedings.

After a week-long jury trial, on Dec. 11, 2014, a judgment was
entered in favor of the Riverboats against the Debtors and Mr.
Johnston, jointly and severally, in excess of $75 million.  

Counsel for the Debtors and Mr. Johnston intend to contest the $75
million Judgment, filed a post-judgment motion, and noted its
intend to appeal within the appropriate time periods.

However, the Debtors did not have the economic wherewithal to post
the necessary bond pending the Appeal to forestall collection
efforts.  The Debtors thus commenced the Chapter 11 Cases to stay
the Judgment and to protect the value of their assets and
businesses.

                     About Balmoral Racing

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

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

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

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



BASS PRO: Moody's Says 'Ba3' CFR Unaffected by Heavy Borrowing
--------------------------------------------------------------
Moody's Investors Service said that Bass Pro Group, LLC's heavy
borrowing under its upsized ABL and FILO tranche to fund the
acquisition of fishing boat maker Fishing Holdings, LLC is a credit
negative because it significantly weakens near term liquidity.  

However, the Ba3 Corporate Family Rating, B1 term loan rating and
stable outlook are unaffected due to Moody's expectation that 1)
financial performance will to continue to improve over the next 12
months and 2) the company will address its tightening financial
covenant cushion over the near term as well as look to term out at
least a portion of its short term borrowing.

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.

Headquartered in Springfield, Missouri, Bass Pro Group LLC operates
"Bass Pro Shops", a retailer of outdoor recreational products
throughout the US and Canada.  The company also manufactures and
sells recreational boats and related marine products under the
"Tracker", "Mako", "Tahoe" and "Nitro" brand names.  The company
also owns the Big Cedar Lodge in Ridgedale, Missouri. Fishing
Holdings, LLC is a manufacturer of fishing boats under the "Ranger
Boats," "Stratos" and "Triton" brands.


BEAZER HOMES: D. E. Shaw Stake Down to 3.7% as of Dec. 31
---------------------------------------------------------
D. E. Shaw & Co., L.P., and David E. Shaw reported beneficial
ownership of 1,016,529 shares of common stock of Beazer Homes USA,
Inc., which represents 3.7 percent of the shares outstanding as of
Dec. 31, 2014, according to Schedule 13G/A filed with the U.S.
Securities and Exchange Commission.  The reporting persons
previously held 1,356,897 common shares or 5.1 equity stake as of
June 17, 2014.

David E. Shaw does not own any shares directly.  By virtue of his
position as president and sole shareholder of D. E. Shaw & Co.,
Inc., which is the general partner of D. E. Shaw & Co., L.P., which
in turn is the manager and investment adviser of D. E. Shaw Valence
Portfolios, L.L.C., the investment adviser of D. E. Shaw Oculus
Portfolios, L.L.C., and the managing member of (i) D. E. Shaw
Investment Management, L.L.C. and (ii) D. E. Shaw Adviser, L.L.C.,
which in turn is the investment adviser of D. E. Shaw Asymptote
Portfolios, L.L.C., and by virtue of David E. Shaw's position as
president and sole shareholder of D. E. Shaw & Co. II, Inc., which
is the managing member of D. E. Shaw & Co., L.L.C., which in turn
is the manager of D. E. Shaw Oculus Portfolios, L.L.C. and the
managing member of D. E. Shaw Manager, L.L.C., which in turn is the
manager of D. E. Shaw Asymptote Portfolios, L.L.C., he may be
deemed to have the shared power to vote or direct the vote of
1,008,329 shares, and the shared power to dispose or direct the
disposition of 1,016,529 shares, the 1,016,529 shares constituting
3.7% of the outstanding shares and, therefore, David E. Shaw may be
deemed to be the beneficial owner of those shares.  David E. Shaw
disclaims beneficial ownership of 1,016,529 shares.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/wB5xCt

                        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.


BEAZER HOMES: Kenneth Griffin Reports 8.5% Stake as of Dec. 31
--------------------------------------------------------------
Kenneth Griffin, et al., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that as of Dec. 31, 2014,
they beneficially owned 2,323,586 shares of common stock of Beazer
Homes, which represents 8.5 percent of the shares outstanding.

The Schedule 13G/A was jointly filed by Citadel Advisors LLC,
Citadel Advisors Holdings II LP, Citadel GP LLC and Mr. Griffin
with respect to shares of common stock of the Issuer owned by
Citadel Global Equities Master Fund Ltd., Surveyor Capital Ltd.,
Citadel Equity Fund Ltd., Citadel Quantitative Strategies Master
Fund Ltd., and Citadel Securities LLC, a Delaware limited liability
company.

Citadel Advisors is the portfolio manager for CG, SC and CEF.
Citadel Advisors II LLC is the portfolio manager of CQ.  CAH2 was,
as of Dec. 31, 2014, the managing member of Citadel Advisors and
CA2. CALC III LP, is the non-member manager of Citadel Securities.
CGP is the general partner of CALC3 and CAH2.  Mr. Griffin is the
president and chief executive officer of, and owns a controlling
interest in, CGP.

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

                        http://is.gd/buea12

                        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.


BOMBARDIER INC: Fitch Lowers IDR to 'B+'; Outlook Negative
----------------------------------------------------------
Fitch Ratings has downgraded Bombardier Inc.'s (BBD) Issuer Default
Rating (IDR) to 'B+' from 'BB-'.  Fitch has also downgraded BBD's
long-term debt and bank facility ratings to 'B+'/'RR4' from
'BB-'/'RR4'.  The Rating Outlook is Negative.

The Recovery Rating (RR) of '4' for BBD's senior unsecured debt and
bank credit facility supports a rating of 'B+' and reflects
expectations of average recovery prospects (31 - 50%) in a
distressed scenario.  It is based on Fitch's going-concern analysis
of BBD that incorporates the company's established market positions
and solid backlogs at both BA and BT.  The recovery analysis also
incorporates an expected $1.5 billion debt issuance which BBD has
publicly discussed recently.  Fitch's analysis treats this planned
issuance as unsecured debt.  The RR '6' for subordinated
convertible debt and preferred stock reflects a low priority
position relative to BBD's debt.

KEY RATING DRIVERS

The rating downgrade reflects the expected impact on BBD's credit
metrics from negative free cash flow (FCF) and the company's
planned debt issuance.  FCF was significantly more negative than
expected in 2014 and, based on BBD's planned capital spending and
segment cash flow, Fitch believes FCF could be negative $900
million - $1 billion or more in 2015.

The Negative Rating Outlook incorporates execution risks for the
CSeries, margin pressure at BA and BT, liquidity risks if BBD does
not meet its target for raising capital, and uncertainty about the
impact of potential actions by BBD related to its announcement last
week that it would explore ways to participate in industry
consolidation in order to reduce debt.  Fitch assumes the new debt
planned by BBD will be unsecured, but there could be concerns about
the priority of existing senior unsecured notes if the new debt is
secured or is issued at the operating level by a BBD subsidiary.

Negative FCF reflects BBD's capital spending plans of approximately
$2 billion in 2015 which is not declining as soon as anticipated,
largely due to delays on the CSeries, but which also includes
increasing spending for the Global 7000 and 8000 business jets.  A
key rating driver will be the level of capital spending and future
improvement in FCF which Fitch believes could remain substantially
negative through the next two or three years.

Excluding the impact of BBD's capital raising plans, Fitch believes
cash balances and liquidity would be adequate through the current
year but could become a larger concern in 2016.  The company's
planned debt issuance of up to $1.5 billion and its estimated share
issuance of $600 million would provide a substantial liquidity
cushion until development spending declines. Besides capital
expenditures, BBD has approximately $750 million of debt scheduled
to mature in January 2016, and it estimates pension contributions
at $320 million in 2015.

Key rating concerns include CSeries development costs and entry
into service (EIS) for the CS100 which BBD estimates will occur in
the second half of 2015 following a significant engine-related
delay in 2014.  Fitch views BBD's estimated EIS window for the
CSeries as challenging given the amount of new technology involved
in the aircraft.  There are currently 243 firm orders from
approximately 15 customers - a relatively low level compared to
other aircraft programs such as the Airbus 320neo and Boeing 737
MAX aircraft families which compete for at least a portion of the
CSeries' potential customer base.

New net debt issuance would increase BBD's already high leverage.
Fitch calculates debt/EBITDA was 6.1x at the end of 2014, and could
increase above 7x depending on the amount of new debt.  In
addition, weak financial results increase the risk of a covenant
breach under BBD's bank facilities, although covenants were in
compliance at the end of 2014 and Fitch expects any necessary
adjustment to the bank facilities would be an integral part of
BBD's capital raising plans.

Low margins at BA and BT contribute to BBD's weak credit metrics.
BA's margins before special items have recently been negatively
affected by pricing pressure on new aircraft and reduced values on
used aircraft.  BA's margins will also be reduced by normal costs
associated with the eventual ramp up of production on the CSeries
and Global business jet programs.  At BT, margins reflect execution
challenges at BT on certain large projects as well as competitive
pricing across the industry.

BBD initiated significant restructuring programs in both segments
during 2014 and has estimated it would realize annual savings of
$200 million at BA and $68 million at BT when completed.  However,
achieving these expected benefits could be slow.

BBD's liquidity at Dec. 31, 2014 included cash of nearly $2.5
billion and approximately $1.4 billion of availability under bank
facilities.  In addition to a $750 million bank revolver available
to BBD and BA that matures in 2017, BT has a separate EUR500
million revolver that matures in March 2016.  Both facilities were
unused.  BA and BT also have letter of credit (LC) facilities that
are used to support performance risk and secure advance payments
from customers.

The bank facilities contain various leverage and liquidity
requirements for both BA and BT, which remained in compliance at
Dec. 31, 2014.  Minimum required liquidity at the end of each
quarter is $500 million at BA and EUR600 million at BT.  BBD does
not publicly disclose required levels for other covenants.  The
lowest levels of covenant compliance typically come within the year
instead of at year-end because of BBD's cash flow profile.

Rating concerns are mitigated by BBD's diversification and market
positions in the aerospace and transportation businesses and BA's
portfolio of commercial aircraft and large business jets.  The
company has continued to refresh its aircraft portfolio which
should position it to remain competitive.  The Global 7000 and 8000
aircraft are well positioned to take advantage of solid demand for
large business jets and are scheduled for entry into service in
2016 and 2017, respectively.  BBD's consolidated revenues
(excluding currency impact) rose 10.8% to $20.1 billion in 2014,
and the company's order backlog totaled $69.1 billion, or more than
three times annual sales.

KEY ASSUMPTIONS

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

   -- Negative FCF of $900 million - $1,000 million or more in
      2015.
   -- Equity and unsecured debt issuance during 2015 provide a
      substantial cash cushion to offset significant negative FCF
      through 2017.
   -- Gradual improvement in segment margins at BA and BT from
      restructuring is partly offset by normal margin dilution at
      BA related to entry-into-service of new aircraft.
   -- CSeries entry-into-service occurs in the last half of 2015.
   -- Financial covenants remain in compliance.
   -- Aerospace deliveries in 2015 are close to, or above, 210
      business jets and 80 commercial aircraft expected by BBD.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a rating downgrade include:

   -- BBD's planned issuance of equity and debt of up to roughly
      $2 billion would boost cash to a level that removes
      liquidity as a near term concern through the next two years.

      In the event that the amount of capital raised is
      significantly less than planned, or if cash deployment is
      larger, liquidity could become a concern sooner.  Fitch
      would view liquidity as a concern if cash balances fall
      materially below $2 billion for longer than one or two
      quarters.

   -- Inability by BBD to rebuild FCF at a pace that recovers to a

      break-even level by 2018.  Fitch expects little improvement
      in FCF in 2015, and possibly in 2016, compared to negative
      $1 billion in 2014 (excluding the impact of changes in
      factored receivables).  FCF may not become positive before
      2018.
   -- The CSeries is delayed again or there are significant order
      cancellations.
   -- Restructuring initiated in 2014 fails to address execution
      issues at BT or fails to generate improved margins at BA,
      adjusted for the impact of dilution from entry-into-service
      of new aircraft.

The rating outlook could be changed to stable if BBD's capital
spending and operating results indicate FCF will approach a
breakeven level by 2018.  Other developments that could support a
stable rating outlook include clear progress toward higher segment
operating margins, entry-into-service as planned for the CSeries,
solid order rates for business and regional aircraft, and strategic
actions which reduce leverage.

Fitch has downgraded BBD's ratings as:

   -- IDR to 'B+' from 'BB-';
   -- Senior unsecured bank revolver to 'B+'/'RR4' from 'BB-
      '/'RR4';
   -- Senior unsecured debt to 'B+'/'RR4' from 'BB-'/'RR4';
   -- Preferred stock to 'B-'/'RR6' from 'B'/'RR6'.

The Rating Outlook is Negative.

BBD's debt at Dec. 31, 2014, as calculated by Fitch, totaled
approximately $7.8 billion.  The amount includes sale and leaseback
obligations and is adjusted for $347 million of preferred stock
which Fitch gives 50% equity interest.  The debt amount excludes
adjustments for interest swaps reported in long-term debt as the
adjustments are expected to be reversed over time.



BON-TON STORES: DW Reports 9.6% Stake as of Dec. 31
---------------------------------------------------
DW Partners, LP and DW Investment Partners, LLC reported beneficial
ownership of 1,686,662 shares of common stock of The Bon-Ton
Stores, Inc. which represents 9.6 percent of the shares outstanding
as of Dec. 31, 2014.  DWIP serves as the general partner of DWP and
may direct DWP to direct the vote and disposition of the 1,686,662
shares of Common Stock held by the Funds.  A copy of the Schedule
13G as filed with the U.S. Securities and Exchange Commission is
available at:

                       http://is.gd/gRkOVI

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 stores, which
includes 10 furniture galleries and four clearance centers, in 26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  Visit the Web site at
http://investors.bonton.com/    

Bon-Ton Stores reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.6 million for the year
ended Feb. 2, 2013, and a net loss of $12.1 million for the year
ended Jan. 28, 2012.

As of Nov. 1, 2014, the Company had $1.82 billion in total assets,
$1.78 billion in total liabilities, and $48.7 million in total
shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.


BRIAR'S CREEK: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Briar's Creek Golf, LLC, filed with the U.S. Bankruptcy Court for
the District of South Carolina its list of creditors holding 20
largest unsecured claims:

   Entity                                            Claim Amount
   ------                                            ------------
   Douglas J. Pauls                                      $285,750
   4055 Gnarled Oaks Way
   Johns Island, SC 29455-7322

   Joseph A. Miller, Jr.                                 $222,875
   34 Millstone Avenue
   Post Office Box 214
   Rockland, DE 19732-0214

   Thomas K. Spann                                       $222,875
   601 Anthony Drive
   Plymouth Meeting, PA 19462-1045

   Joseph C. Guyaux                                      $222,875
   1 Westmoreland Farm Lane
   Pittsburgh, PA 15215-1513

   Frank Cassidy                                         $212,875
   31 Rhetts Bluff Road
   Kiawah Island, SC 29455-5200

   Mark G. Hadlock                                       $212,875
   157 Brompton Road
   Garden City, NY 11530-1431

   Mark A. Pompa                                         $212,875
   78 Tranquility Drive
   Easton, CT 06612-1237

   Herchiel Sims, Jr.                                    $212,875
   536 Bufflehead Drive
   Kiawah Island, SC 29455-5791

   Kyle Stewart                                          $212,875
   80 Raffles Place
   No. 15-20 UOB Plaza 2
   Singapore 048624

   Kevin T. Callahan                                     $192,875
   636 S County Line Road
   Hinsdale, IL 60521-4657

   John R. Wilson                                        $192,875
   749 Glossy Ibis Lane
   Kiawah Island, SC 29455-5912

   Nathaniel D. Woodson                                  $192,875
   38 Surfsong Road
   Kiawah Island, SC 29455-5753

   Jeffrey P. Mann                                       $182,875
   4257 Wild Turkey Way
   Johns Island, SC 29455-7317

   Robert P. Connor                                      $172,875
   365 Stewart Avenue
   Apt B-14
   Garden City, NY 11530-4544

   John J. Degnan                                        $162,875
   35 Beacon Hill Drive
   Chester, NJ 07930-3013

   Peter Grant                                           $172,875
   307 Surfsong Road
   Kiawah Island, SC 29455-5754

   Richard A. Lan                                        $172,875
   80 Westminister Road
   Chatham, NJ 07928-1316

   Sam R. Shapiro                                        $168,130
   30 Finch Forest Trail
   Atlanta, GA  30327-4576

   Kenneth R. Kavanaugh                                  $167,875
   2458 Golf Oak Park
   Johns Island, SC 29455-6100

   Kirk P. Gregg                                         $162,875
   2119 Spencer Hill Road
   Corning, NY 14830-9550

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.


BRIAR'S CREEK: Seeks to Employ McCarthy as Bankruptcy Counsel
-------------------------------------------------------------
Briar's Creek Golf, LLC, doing business as The Golf Club at Briar's
Creek, seeks authority from the U.S. Bankruptcy Court for the
District of South Carolina to employ McCarthy Law Firm, LLC, as its
bankruptcy counsel.

The professional services that the Firm will render to Debtor may
include, but will not be limited to:

   (a) advising Debtor of its rights, powers and duties;

   (b) attending meetings with Debtor and hearings before the
Court;

   (c) assisting other professionals retained by Debtor in the
investigation of the acts, conduct, assets, liabilities and
financial condition of Debtor, and any other matters relevant to
the case or to the formulation of a plan of reorganization or
liquidation;

   (d) investigating the validity, extent, and priority of secured
claims against Debtor's estates, and investigating the acts and
conduct of those secured creditors to determine whether any causes
of action may exist;

   (e) advising Debtor with regard to the preparation and filing of
all necessary and appropriate applications, motions, pleadings,
draft orders, notices, schedules, and other documents, and
reviewing all financial and other reports to be filed in these
matters;

   (f) advising Debtor with regard to the preparation and filing of
responses to applications, motions, pleadings, notices and other
papers that may be filed and served in these chapter 11 cases on
behalf of Debtor; and

   (g) performing other necessary legal services for and on behalf
of Debtor that may be necessary or appropriate in the
administration of the Chapter 11 cases.

Currently, the Firm's hourly rates vary in its open files from $225
to $425 per hour for the firm's attorneys and from $100 to $125 per
hour for bankruptcy paralegals and assistants.  The hourly rates
for the attorneys who will be primarily involved in this matter
are:

   G. William McCarthy, Jr., Esq.      $400
   Daniel J. Reynolds, Jr., Esq.       $300
   W. Harrison Penn, Esq.              $250

The firm will be reimbursed for any necessary out-of-pocket
expenses.

Prepetition, the Firm received retainers aggregating $202,220 from
the Debtor for services related to debt counseling and strategic
advice as well as the contemplation and filing of the bankruptcy
case and related negotiations and meetings.  Prepetition, the Firm
charged its outstanding prepetition time and expenses against the
retainer for an aggregate amount of $202,220.  There is no
remaining retainer balance being held by firm.

G. William McCarthy, Jr., Esq., a member and partner at McCarthy
Law Firm, LLC, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

The firm may be reached at:

         G. William McCarthy, Jr., Esq.
         Daniel J. Reynolds, Jr., Esq.
         W. Harrison Penn, Esq.
         MCCARTHY LAW FIRM, LLC
         P.O. Box 11332
         Columbia, SC  29211-1332
         Tel: (803) 771-8836
         Fax: (803) 753-6960
         E-mail: bmccarthy@mccarthy-lawfirm.com
                 dreynolds@mccarthy-lawfirm.com
                 hpenn@mccarthy-lawfirm.com

                       About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  The Debtor is represented by G. William McCarthy, Jr., Esq.,
Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at
McCarthy Law Firm, LLC, in Columbia, South Carolina.

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11.3 million,
which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus assumption
of the post-closing liabilities under the Debtor's executory
contracts.



BRIAR'S CREEK: Seeks to Employ Ouzts as Accountants
---------------------------------------------------
Briar's Creek Golf, LLC, d/b/a The Golf Club at Briar's Creek,
seeks authority from the U.S. Bankruptcy Court for the District of
Southern Carolina to employ Ouzts, Ouzts & Company, P.C., as
accountants.

The Debtor seeks to employ the Firm as its accountants for the
limited purposes of assisting the Debtor in reviewing and
assembling information to formulate and evaluate net present value
and other calculations relating to creditor constituencies and
potential payments under its Chapter 11 plan and assisting the
Debtor with compilation of necessary information required under
Chapter 11.

Additionally, the Firm will assist the Debtor with setting up an
internal system that will comply with the reporting requirements of
Chapter 11 and assist in establishing feasibility of plan and
evaluating potential offers and other matters that may come before
the Court.

Currently, the Firm's hourly rates vary in its open files from $125
to $275 per hour for staff members.  The hourly rates for the
accountants who will be primarily involved in the matter are as
follows:

      Marty P. Ouzts        $275
      Darrell Sims          $100

Prepetition, the Firm received retainers aggregating $25,000 from
the Debtor for services related to debt counseling and strategic
advice as well as the contemplation and filing of the bankruptcy
case and related negotiations and meetings.  Prepetition, the Firm
charged its outstanding prepetition time and expenses against the
retainer for an aggregate amount of $16,775.  The remaining balance
of the retainer being held by firm is $8,225.

Marty P. Ouzts assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Mr. Ouzts, however, discloses that the firm was employed as an
accountant by the trustee, G. William McCarthy, Jr., in the cases
of Leevy's Funeral Home, Inc. (BK NO. 94-75327) and Santee River
Rubber Company, LLC (BK NO 00-09624-W), and was the Liquidating
Trustee in
Tubular Technologies (BK NO 06-00228-W) a case in which the
McCarthy Law Firm represents the Debtor.  Mr. Ouzts says the firm
has represented numerous debtors for which G. William McCarthy, Jr.
and his firm were employed as debtor's counsel.

Mr. Ouzts also discloses that the firm has represented creditors
represented by Nexsen Pruet in other matters.  The firm was also
employed on behalf of a Partner in Nexsen Pruet in her personal
Bankruptcy almost 20 years ago.

The firm may be reached at:

         Marty P. Ouzts
         Darrell Sims
         OUZTS, OUZTS & COMPANY, P.C.
         115 Atrium Way, Suite 110
         P.O. Box 25448
         Columbia, SC 29224-5448
         Tel: (803) 736-7855
         Fax: (803) 699-1351
         E-mail: mouzts@oovcpa.com
                dsims@@oovcpa.com

                      About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  The Debtor is represented by G. William McCarthy, Jr., Esq.,
Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at
McCarthy Law Firm, LLC, in Columbia, South Carolina.

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11,300,000,
which consists of $7,400,000 in cash and assumption of the
$3,900,000 secured debt owed to Edward L. Myrick, Sr., plus
assumption of the post-closing liabilities under the Debtor's
executory contracts.


BRIAR'S CREEK: U.S. Trustee Objects to Proposed Bidding Procedures
------------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, objects to the proposed
procedures governing the bidding and sale of substantially all of
the assets of Briar's Creek Golf, LLC, complaining that the
proposed sale is in essence an "insider" deal and should be
subjected to a heightened scrutiny.

According to the U.S. Trustee, the Bidding Motion and the sale
motion are both vague as to the marketing efforts that have taken
place to date as well as the marketing efforts that will take place
between now and the sale hearing.  The U.S. Trustee asks that the
Debtor provide more information as to how they propose to market
the property and that the bidding procedures order provides who
will be served with the bidding procedures documents.

As previously reported by The Troubled Company Reporter, the Debtor
seeks to sell its assets to Briar's Creek Holdings, LLC, for a
purchase price of $11,300,000, which consists of $7,400,000 in cash
and assumption of the $3,900,000 secured debt owed to Edward L.
Myrick, Sr., plus assumption of the post-closing liabilities under
the Debtor's executory contracts.

The U.S. Trustee also objected to first day motions filed by the
Debtor, including the Debtor's motion to pay prepetition wages and
payroll taxes and the motion seeking authority to continue to use
prepetition cash management motion.

Regarding the wage motion, the U.S. Trustee asserts that the Debtor
should not be allowed to pay bonuses as part of the first day
relief, unless the requirements under Rule 6003 of the Federal
Rules of Bankruptcy Procedure are met.  Regarding the cash
management motion, the U.S. Trustee complains that the Debtor has
not established any cause -- aside from convenience -- for the
Court to grant any waiver regarding compliance with Section 345 of
the Bankruptcy Code.

                      About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  The Debtor is represented by G. William McCarthy, Jr., Esq.,
Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at
McCarthy Law Firm, LLC, in Columbia, South Carolina.

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11,300,000,
which consists of $7,400,000 in cash and assumption of the
$3,900,000 secured debt owed to Edward L. Myrick, Sr., plus
assumption of the post-closing liabilities under the Debtor's
executory contracts.


CAESARS ENTERTAINMENT: Paulson & Co. Reports 9.4% Stake at Dec. 31
------------------------------------------------------------------
Paulson & Co. Inc. revealed that as of Dec. 31, 2014, it
beneficially owned 13,608,300 shares of common stock of Caesars
Entertainment Corporation which represents 9.43 percent of the
shares outstanding.

Paulson & Co. Inc., an investment advisor that is registered under
the Investment Advisors Act of 1940, and its affiliates furnish
investment advice to and manage onshore and offshore investment
funds and separate managed accounts.  In its role as investment
advisor, or manager, Paulson possesses voting and/or investment
power over the securities of the Issuer that are owned by the
Funds.  All securities reported in the schedule are owned by the
Funds.  Paulson disclaims beneficial ownership of those securities.
   

A full-text copy of the regulatory filing is available at:

                        http://is.gd/lfUgp5

                   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% 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 will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois, according to a ruling by
Delaware Bankruptcy Judge Kevin Gross.

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.

The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.


CENTRAL FEDERAL: Elizabeth Park Reports 8.2% Stake
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Elizabeth Park Capital Advisors, Ltd. disclosed that as
of Dec. 31, 2014, it beneficially owned 1,304,766 shares of common
stock of Central Federal Corp. which represents 8.25 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/3CuwXW

                      About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $307.6
million in total assets, $273 million in total liabilities and
$34.3 million of stockholders' equity.


CENTRAL FEDERAL: Frauenberg Reports 5% Stake as of Feb. 17
----------------------------------------------------------
James R. Frauenberg II reported that as of Feb. 17, 2015, he
beneficially owned 836,000 shares of common stock of Central
Federal Corporation which represents 5.12 percent of the shares
outstanding.

The 836,000 shares of Common Stock beneficially owned include:

   (1) 11,667 shares of Common Stock which may be acquired upon
       the exercise of stock options which are currently
       exercisable or will become exercisable within 60 days;

   (2) 400,000 shares of Common Stock which may be acquired upon
       the conversion of shares of 6.25% Non-Cumulative
       Convertible Perpetual Preferred Stock of Central Federal
       Corporation; and

   (3) 91,000 shares of Common Stock which may be acquired upon
       the exercise of warrants to purchase Common Stock of
       Central Federal Corporation.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/sWVJ6l

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $307.6
million in total assets, $273 million in total liabilities and
$34.3 million of stockholders' equity.


CENTRAL FEDERAL: Thad Perry Reports 5% Stake as of Feb. 17
----------------------------------------------------------
Thad R. Perry disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Feb. 17, 2015, he
beneficially owned 858,619 shares of common stock of Central
Federal Corporation which represents 5.37 percent of the shares
outstanding.

The 858,619 shares of Common Stock beneficially owned include (1)
45,000 shares of Common Stock which may be acquired upon the
exercise of stock options which are currently exercisable or will
become exercisable within 60 days, (2) 114,286 shares of Common
Stock which may be acquired upon the conversion of shares of 6.25%
Non-Cumulative Convertible Perpetual Preferred Stock of Central
Federal Corporation, and (3) 16,000 shares of Common Stock which
may be acquired upon the exercise of warrants to purchase Common
Stock of Central Federal Corporation.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/19XdjS

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $307.6
million in total assets, $273 million in total liabilities and
$34.3 million of stockholders' equity.


CHEYENNE HOTEL: Court Denies U.S. Trustee's Dismissal Plea
----------------------------------------------------------
The Hon. A. Bruce Campbell of the U.S. Bankruptcy Court for the
District of Colorado denied the request of the U.S. Trustee to
dismiss the Chapter 11 bankruptcy case of Cheyenne Hotel LLC.

Judge Campbell noted that the Debtor's plan was confirmed on July
21, 2014.  The provision of the confirmation order included, inter
alia, that (1) the Debtor received a discharge of "all
dischargeable debts, except as modified and preserved in the plan";
and (2) "all property of the state vested in the Debtor effective
as of the effective date of the plan, subject only to such liens as
are provided in the plan".

Ad reported in the Troubled Company Reporter on July 21, 2014, the
Trustee contended that "cause" exists for dismissal pursuant to
Sec. 1112(b) of the Bankruptcy Code because the Debtor is
delinquent on U.S. Trustee Quarterly Fees in the amount of $11,371.
The Debtor filed an objection to the U.S. Trustee's request for
dismissal because the following items require the Court's approval
prior to dismissal:

   1)  Professional fees and costs incurred by the Debtor, and
   2)  The Receiver's final accounting.

Daniel J. Morse, Esq., Assistant U.S. Trustee, filed the request on
behalf of U.S. Trustee, Richard A. Wieland.

The Debtor is represented by Thomas F. Quinn, Esq., at Thomas F.
Quinn, PC of Denver, CO.

                      About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents Hotel Investments.

Hotel Investments won confirmation of its own Chapter 11 plan on
Aug. 16, 2013.  A copy of the Third Amended Plan of Reorganization
dated Aug. 5, 2013, is available at no charge at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
U.S. Trustee for Region 19 sought dismissal of the Hotel LLC case.
Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne Hotels
has been afforded the protections of the Bankruptcy Code for over
two years but has failed to confirm a Chapter 11 Plan.  Meanwhile,
the bankruptcy estate continues to accrue administrative expenses,
including professional fees, which are diminishing the bankruptcy
estate.


COLFAX CORP: Moody's Hikes Corp. Family Rating to 'Ba2'
-------------------------------------------------------
Moody's Investors Service upgraded Colfax Corporation's Corporate
Family Rating to Ba2 from Ba3 and Probability of Default Rating to
Ba2-PD from Ba3-PD.  Concurrently, Moody's also upgraded the
ratings on the first lien senior secured credit facilities to Ba1
from Ba2.  The ratings upgrade reflects the company's low leverage,
good geographic diversification, and expectation that the global
manufacturer of gas and fluid-handling and fabrication technology
products will maintain its strong credit profile over the
intermediate term.  The Speculative Grade Liquidity rating was
raised to SGL-2 from SGL-3.  The rating outlook is stable.

Moody's upgraded the following ratings:

Issuer: Colfax Corporation

   -- Corporate Family Rating, Ba2 from Ba3;

   -- Probability of Default Rating, Ba2-PD from Ba3-PD;

   -- Senior Secured Bank Credit Facility, Ba1 (LGD3) from Ba2
      (LGD3);

   -- Speculative Grade Liquidity rating, SGL-2 from SGL-3

   -- Issuer: Colfax UK Holdings Ltd

   -- Senior Secured Bank Credit Facility, Ba1 (LGD3) from Ba2
      (LGD3)

   -- Issuer: Colfax Corporation and Colfax UK Holdings Ltd

   -- The outlooks are stable.

The ratings upgrade of Colfax's CFR to Ba2 reflects Moody's
expectation that its credit metrics should remain consistent with
the Ba2 CFR.  Moody's anticipate its credit metrics to continue to
strengthen from the current 3 times Debt / EBITDA and EBITA /
Interest of over 6 times as of LTM Dec. 31, 2014 (all ratios
reflect Moody's standard adjustments).  The company's large scale
with over $4.6 billion in revenues in 2014, good geographic
diversification and mix of both aftermarket and original market
revenue also support the rating.  The Ba2 rating also reflects the
company's conservative balance sheet management as displayed by its
willingness to issue equity in helping fund major acquisitions over
the last few years.  Moody's also expects continued improvement in
operational efficiency over the next 12 to 18 months to help offset
weaker demand for its oil and gas related businesses.

The raise of Colfax's Speculative Grade Liquidity Rating to SGL-2
from SLG-3 indicating the expectation that a good liquidity profile
will be maintained over the next 12 to 18 months is supported by
ample cash balances and significant combined availability under its
domestic and multicurrency revolvers due 2018 in excess of $650
million as of Dec. 31, 2014.  Also as of year end, cash balances
stood at $305 million and last twelve month ended free cash flow
was $365 million.  Moody's believe revolver availability will
continue to be significant with significant headroom under its
financial covenants.  Moody's expect Colfax to allocate a portion
of free cash flow for bolt-on acquisitions.

Colfax's stable rating outlook balances revenue pressure from the
contraction in the oil and gas segment against good geographic
growth in some regions.  Continued strong free cash flow generation
is anticipated to help fund growth initiatives with further
deleveraging expected.

Colfax's ratings may be downgraded if leverage were anticipated to
exceed 3.5 times and if margins were anticipated to appreciably
weaken.  A reduction in free cash flow generation, or debt financed
acquisitions could also the pressure the ratings or outlook.

Positive ratings traction could occur if the company's leverage
were to decrease and remain under 2.5 times and free cash flow
available for debt reduction anticipated to be sustained over 15%.
Moreover, ongoing evidence of margin expansion combined with strong
free cash flow would be supportive of positive ratings traction.  A
continuation of its conservative balance sheet management would be
a precursor for a higher rating.

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

Colfax Corporation, headquartered in Annapolis Junction, Maryland,
is a global manufacturer of gas- and fluid-handling and fabrication
technology products.  The Gas and Fluid Handling operating segment
is a supplier of products including pumps, fluid-handling systems
and controls, valves, fans, heat exchangers and gas compressors
with end markets including power generation, oil, gas,
petrochemical, mining, marine among others.  The Fabrication
Technology segment supplies welding equipment, cutting equipment
and consumables with end markets including wind power,
shipbuilding, pipelines, mobile/off-highway equipment and mining.
Revenues for 2014 were approximately $4.6 billi


COLLAVINO CONSTRUCTION: CCCL Seeks Joint Admin. With CCCI Case
--------------------------------------------------------------
Collavino Construction Company Limited asks the Bankruptcy Court to
authorize and direct the joint administration of its Chapter 11
case with the pending chapter 11 case of affiliated debtor
Collavino Construction Company Inc. for procedural purposes only.

CCCI is the wholly owned subsidiary of the Debtor, such that CCCI
and the Debtor constitute "affiliates" of one another within the
meaning of 11 U.S.C. Sec. 101(2).  Joint administration of the
cases (a) is warranted because the Joint Debtors' financial affairs
are closely related, and (b) will avoid an unnecessary
administrative burden on the Court and parties-in-interest in the
cases.

                   About Collavino Construction

Family-owned The Collavino Group owns entities that operate in
various sectors of the construction industry in the New York-New
Jersey metropolitan area, Canada, and the Detroit metropolitan
area.  With over half a century's experience in the construction
industry, the Collavino Group performs contracts in both the public
and private sectors as a general contractor, design-build
consultant, construction manager and prime subcontractor for
cast-in-place and precast concrete works.

Pursuant to World Trade Center Contract No. WTC-1001.04-1,
Collavino Construction Company Limited ("CCCL") contracted with The
Port Authority of New York and New Jersey on the public
construction project known as the Reconstruction of One World Trade
Center - Freedom Tower.  Collavino Construction Company Inc.
("CCCI"), a subsidiary of CCCL, provides all the necessary labor to
CCCL in connection with the performance of work on the WTC Project.


As a result of, among other things, delays to the progress of work
caused by conditions beyond the control of CCCL and CCI, and the
Port Authority's unilateral election to terminate the contract with
CCCL for convenience, effective as of Jan. 18, 2013, CCCL incurred
a multi-million dollar damage claim against the Port Authority on
the WTC Project.

CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12908) in Manhattan on Oct. 17, 2014, estimating $1 million to
$10 million in assets and debt.  CCCL sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015, estimating
$50 million to $100 million in assets and $1 million to
$10 million in liabilities.

Judge Shelley C. Chapman presides over the cases.

The Debtors have tapped Cullen and Dykman LLP as counsel, and
Peckar & Abramson, P.C., as special litigation counsel.


COLLAVINO CONSTRUCTION: Plan Filing Exclusivity Extended to May 15
------------------------------------------------------------------
Collavino Construction Company Inc. obtained an order extending by
90 days (a) the exclusive period during which only the Debtor may
file a plan through and including May 15, 2015, and (b) the
exclusive period to solicit acceptances of a chapter 11 plan for
the Debtor through and including July 14, 2015.

                   About Collavino Construction

Family-owned The Collavino Group owns entities that operate in
various sectors of the construction industry in the New York-New
Jersey metropolitan area, Canada, and the Detroit metropolitan
area.  With over half a century's experience in the construction
industry, the Collavino Group performs contracts in both the public
and private sectors as a general contractor, design-build
consultant, construction manager and prime subcontractor for
cast-in-place and precast concrete works.

Pursuant to World Trade Center Contract No. WTC-1001.04-1,
Collavino Construction Company Limited ("CCCL") contracted with The
Port Authority of New York and New Jersey on the public
construction project known as the Reconstruction of One World Trade
Center - Freedom Tower.  Collavino Construction Company Inc.
("CCCI"), a subsidiary of CCCL, provides all the necessary labor to
CCCL in connection with the performance of work on the WTC Project.


As a result of, among other things, delays to the progress of work
caused by conditions beyond the control of CCCL and CCI, and the
Port Authority's unilateral election to terminate the contract with
CCCL for convenience, effective as of Jan. 18, 2013, CCCL incurred
a multi-million dollar damage claim against the Port Authority on
the WTC Project.

CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12908) in Manhattan on Oct. 17, 2014, estimating $1 million to
$10 million in assets and debt.  CCCL sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015, estimating
$50 million to $100 million in assets and $1 million to
$10 million in liabilities.

Judge Shelley C. Chapman presides over the cases.

The Debtors have tapped Cullen and Dykman LLP as counsel, and
Peckar & Abramson, P.C., as special litigation counsel.


COLLAVINO CONSTRUCTION: Wants More Time to Decide on Leases
-----------------------------------------------------------
Collavino Construction Company Inc. asks the Bankruptcy Court to
extending the time within which to assume or reject unexpired
leases of nonresidential real property through the date of the
entry of an order confirming a plan of reorganization.

Given the pendency of the exclusivity motion in which the Debtor
seeks authority to extend the deadline to file a chapter 11 plan by
90 days through and including May 15, 2015, the Debtor submits that
an extension of the deadline set forth in Section 365(d)(4) of the
Bankruptcy Code through the date of entry of an order confirming
any exit plan is warranted because, to the extent the unopposed
exclusivity motion is granted, the Debtor will likely have a
chapter 11 plan on file within the 90 days in which any unexpired
leases of nonresidential real property will be addressed.
Therefore, rather than requiring the Debtor to seek approval of a
second extension of the deadline to assume or reject
non-residential real property leases with respect to the time
between the filing and confirmation of a Chapter 11 plan, the
Debtor submits that judicial economy will be served by granting an
extension through the confirmation date in the first instance.

Elizabeth M. Aboulafia, Esq., at Cullen and Dykman LLP, avers that
"cause" exists to extend the deadline to assume or reject any
unexpired leases of non-residential real property in this chapter
11 case.  Ms. Aboulafia avers that although the Debtor may be party
to certain unexpired leases of nonresidential real property that
the Debtor uses in the ordinary course of business, payments are
made under such leases by the Debtor's related entity, Collavino
Corp., which handles the administrative functions in the Debtor’s
business operations such that granting the requested extension
would not cause any harm to the landlords under any such leases
because they will continue to be paid for the use of the property
and will not incur damages beyond the levels provided for in the
Bankruptcy Code.

                   About Collavino Construction

Family-owned The Collavino Group owns entities that operate in
various sectors of the construction industry in the New York-New
Jersey metropolitan area, Canada, and the Detroit metropolitan
area.  With over half a century's experience in the construction
industry, the Collavino Group performs contracts in both the public
and private sectors as a general contractor, design-build
consultant, construction manager and prime subcontractor for
cast-in-place and precast concrete works.

Pursuant to World Trade Center Contract No. WTC-1001.04-1,
Collavino Construction Company Limited ("CCCL") contracted with The
Port Authority of New York and New Jersey on the public
construction project known as the Reconstruction of One World Trade
Center - Freedom Tower.  Collavino Construction Company Inc.
("CCCI"), a subsidiary of CCCL, provides all the necessary labor to
CCCL in connection with the performance of work on the WTC Project.


As a result of, among other things, delays to the progress of work
caused by conditions beyond the control of CCCL and CCI, and the
Port Authority's unilateral election to terminate the contract with
CCCL for convenience, effective as of Jan. 18, 2013, CCCL incurred
a multi-million dollar damage claim against the Port Authority on
the WTC Project.

CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12908) in Manhattan on Oct. 17, 2014, estimating $1 million to
$10 million in assets and debt.  CCCL sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015, estimating
$50 million to $100 million in assets and $1 million to
$10 million in liabilities.

Judge Shelley C. Chapman presides over the cases.

The Debtors have tapped Cullen and Dykman LLP as counsel, and
Peckar & Abramson, P.C., as special litigation counsel.


CONSTAR INTERNATIONAL: Removal Period Expires March 13
------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given Capsule
International Holdings LLC until March 13, 2015, to file notices of
removal of lawsuits involving the company and its affiliates.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert
S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the Debtors'
claims and noticing agent, and administrative advisor. Lincoln
Partners Advisors LLC serves as the Debtors' financial advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million against
$123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal North
America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3
million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration Proceeding
follows the closing of the sale of the U.K. assets to Sherburn
Acquisition Limited.  The Delaware Bankruptcy Judge authorized the
U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727,
(or US$7,046,000), less the deposit in the sum of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent
and agent under the revolving loan facility, consented to the
administration of Constar U.K. and the appointment of the Joint
Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group,
Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II,
Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule
International U.K. Limited (Foreign).


CREEKSIDE ASSOCIATES: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Creekside Associates, Ltd., filed with the U.S. bankruptcy Court
for the Eastern District of Pennsylvania its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $85,000,000
  B. Personal Property            $8,352,652
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $84,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,100,436
                                 -----------      -----------
        TOTAL                    $93,352,652      $88,100,436

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor estimated $50 million to $100 million in assets and debt.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.



CUMULUS MEDIA: Canyon Capital Reports 5% Stake as of Dec. 31
------------------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission, Canyon Capital Advisors LLC, Mitchell R. Julis, and
Joshua S. Friedman disclosed that as of Dec. 31, 2014, they
beneficially owned 12,273,814 shares of common stock (including
241,221 warrants) of Cumulus Media, which represents 5.28 percent
of the shares outstanding.

CCA is the investment advisor to the following persons: (i) Canyon
Value Realization Fund, L.P. (VRF)(ii) The Canyon Value Realization
Master Fund (Cayman), L.P.. (CVRF)(iii) HF Canyon Master, Ltd.
(HFCM)(iv) Canyon Value Realization Fund MAC 18, Ltd. (CVRFM)(v)
Lyxor/Canyon Value Realization Fund Limited (LCVRF)(vi) Canyon
Balanced Master Fund, Ltd. (CBEF)(vii) Permal Canyon Fund Ltd.
(PERMII)(viii) Canyon-GRF Master Fund II, L.P. (GRF2)(ix) Canyon
Cirrus Holdings LLC (CCH)(x) AAI Canyon Fund PLC ("AAI")(xi) Canyon
Distressed Opportunity Investing Fund LP ("CDOF2").

A full-text copy of the Schedule 13G is available at:

                        http://is.gd/5VGsVJ

                         About Cumulus Media

Cumulus Media Inc. (CMLS) combines high-quality local programming
with iconic, nationally syndicated media, sports and entertainment
brands in order to deliver premium choices for listeners, provide
substantial reach for advertisers and create opportunities for
shareholders.  As the largest pure-play radio broadcaster in the
United States, Cumulus provides exclusive content that is fully
distributed through approximately 460 owned-and-operated stations
in 90 U.S. media markets (including eight of the top 10), more
than 10,000 broadcast radio affiliates and numerous digital
channels.  Cumulus is well-positioned in the widening digital
audio space through a significant stake in the Rdio digital music
service, featuring 30 million songs on-demand in addition to
custom playlists and exclusive curated channels.  Cumulus is also
the leading provider of country music and lifestyle content
through its NASH brand, which will serve country fans through
radio programming, NASH magazine, concerts, licensed products and
television/video. For more information, visit www.cumulus.com

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.

Cumulus Media reported net income attributable to common
shareholders of $165 million in 2013 following a net loss
attributable to common shareholders of $54.2 million in 2012.

As of Sept. 30, 2014, the Company had $3.74 billion in total
assets, $3.21 billion in total liabilities, and $533 million in
total stockholders' equity.

                        Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure
the debt under the Credit Agreement.  If the lenders accelerate
the required repayment of borrowings, we may be forced to
liquidate certain assets to repay all or part of such borrowings,
and we cannot assure you that sufficient assets will remain after
we have paid all of the borrowings under such Credit Agreement.
If we were unable to repay those amounts, the lenders could
proceed against the collateral granted to them to secure that
indebtedness and we could be forced into bankruptcy or
liquidation," the Company said in the 2013 Annual Report.

                           *     *     *

Standard & Poor's Ratings Services, in September 2014, revised its
rating outlook on Atlanta, Ga.-based Cumulus Media to stable from
positive.  S&P also affirmed its 'B' corporate credit and existing
debt ratings on the company.

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media's Corporate Family Rating to 'B2' from
'B1' and Probability of Default Rating to 'B2-PD' from 'B1-PD'.
The downgrades reflect Moody's view that the pace of debt repayment
and delevering will be slower than expected.  Although EBITDA for
fourth quarter of 2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DEERFIELD RANCH: Files for Chapter 11 to Stop Auction of Winery
---------------------------------------------------------------
Kevin McCallum at The Press Democrat reports that Deerfield Ranch
Winery, LLC, filed for Chapter 11 bankruptcy protection to prevent
the Winery from being auctioned off to pay its $11 million debt to
Rabobank, primary lender.

According to The Press Democrat, the Winery's operations manager,
Addison Rex, said that two major issues that pushed the winery into
bankruptcy involve cost overruns and delays on a Highway 12
widening project required as part of its use permit, and the loan
from Rabobank, which required hefty annual balloon payments winery
owners neither understood nor could afford to make.

The Winery said in court documents that Rabobank filed for judicial
foreclosure in 2014 for outstanding balances on an $8 million loan
and $3 million line of credit, both obtained in late 2008, and
receiver John Hawkins was appointed in December 2014.

The Press Democrat quoted Mr. Rex as saying, "We're trying to
resolve a bad loan with our lender that was written in 2008."
According to the report, Mr. Rex claims that the owners of the
Winery were not fully aware of the terms of the Rabobank loan.

The Press Democrat, citing Mr. Rex, relates that the bankruptcy
filing is aimed at reorganizing the Winery so all debtors and
investors can be paid, not just one bank that loaned the winery
money just as the Great Recession hit.

The Winery said in court filings that it wants to craft a five-year
reorganization plan that restructures the Rabobank debt, so the
Company can continue to operate.  

Robert W. Rex, one of the Winery's founders, said in a statement,
"We fully intend to repay all of our creditors in full and
operations will continue uninterrupted during this process."

Jeff Quackenbush at North Bay Business Journal relates that sale of
the business could also be an option, but not one seen to maximize
value for the 94 other class A and regular members of the Winery,
who have invested more than $15 million in the business.

                       About Deerfield Ranch

Deerfield Ranch Winery, LLC -- http://www.deerfieldranch.com/-- is
headquartered in Glen Ellen, California.  Robert W. Rex and his
wife, Paulette, are the founders and managing members of the
32-year-old Winery.  The Winery has 22 workers and makes 15,000
cases a year for its own projects, mostly of the Deerfield Ranch
brand, retailing for $24–$85 a bottle, some for the 4-year-old
Deerfield@Wine second label and some private labels.  The Winery
also produces 12,000–20,000 cases a year for a dozen
custom-winemaking clients.

The Winery filed a Chapter 11 bankruptcy petition (Bank. N.D. Cal.
Case No. 15-10150) on Feb. 13, 2015.  It estimated assets and
liabilities of $10 million to $50 million.  Scott H. McNutt, Esq.,
and Shane J. Moses, Esq., at McNutt Law Group LLP serve as the
debtor's counsel.  Jigsaw Advisors LLC acts as the debtor's
restructuring financial advisor.  Judge Alan Jaroslovsky is
assigned to the case.  The petition was signed by Mr. Rex.


DELPHI AUTOMOTIVE: To Sell Heating & Cooling Business to Mahle
--------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
U.S. auto supplier Delphi Automotive has agreed to sell its lower
margin automotive heating and cooling business to German competitor
Mahle GmbH for more than $700 million, a move that caps several
years of refashioning the old-line U.S. parts maker to a more
narrowly focused technology company.

According to the Journal, Delphi also reached a separate deal to
sell its Shanghai Delphi Automotive Air-Conditioning System Co. to
Mahle although financial details weren’t immediately clear,
people familiar with the matter said.

The sale of Delphi’s thermal systems operation, representing
about $1.6 billion in annual sales, will include 13 manufacturing
sites in eight countries employing about 6,700 full-time employees,
the Journal added.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and  

technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed $9.16 billion in
assets and $23.7 billion in debt.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan was
not consummated after a group led by Appaloosa Management, L.P.,
backed out from their proposal to provide $2.55 billion in equity
financing to Delphi.  At the end of July 2009, Delphi obtained
confirmation of a revised plan, build upon a sale of the assets to
a entity formed by some of the lenders who provided $4 billion of
debtor-in-possession financing, and General Motors Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's
business among three separate parties -- DPH Holdings LLC, GM
Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual
closing of the Chapter 11 cases as well as the disposition of
certain retained assets and payment of certain retained
liabilities
as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at
least $100 million.


DETROIT, MI: Thomas Tucker to Take Over Bankruptcy Case
-------------------------------------------------------
R. Guy Cole Jr., chief judge of the 6th U.S. Circuit Court of
Appeals in Cincinnati, designated on Feb. 18, 2015, Thomas Tucker,
a federal bankruptcy judge since 2003, to take over Detroit's
bankruptcy case following the retirement of U.S. Bankruptcy Judge
Steven Rhodes, Robert Snell at The Detroit News reports.

The Detroit News quoted Judge Cole as saying, "I make this
designation having reviewed the levels of experience and the
respective caseloads of the judges of the bankruptcy court, and the
availability of Judge Tucker, and having received the input of the
judges of the bankruptcy and district courts for the Eastern
District of Michigan."

According to The Detroit News, Judge Tucker will resolve lingering
disputes over claims in the Detroit's bankruptcy case and enforce
the city's plan to shed $7 billion in debt, restructure another $3
billion and plow $1.7 billion into improved services.

                   About the City of Detroit

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DUNE ENERGY: Highbridge Discloses 5% Stake as of Dec. 31
--------------------------------------------------------
As of Dec. 31, 2014, (i) Highbridge International LLC may be deemed
to beneficially own 3,310,005 shares of Common Stock and (ii)
Highbridge Capital Management, LLC, as trading manager of
Highbridge International LLC and Highbridge Tactical Credit &
Convertibles Master Fund, L.P., may be deemed to be the beneficial
owner of the 3,668,399 shares of Common Stock held by the
Highbridge Funds.  As of that date (i) Highbridge International LLC
may be deemed to beneficially own approximately 4.52% of the
outstanding shares of Common Stock of the Company and (ii)
Highbridge Capital Management, LLC may be deemed to beneficially
own approximately 5.01% of the outstanding shares Common Stock of
the Company.  A copy of the Schedule 13G filed with the U.S.
Securities and Exchange Commission is available at:

                        http://is.gd/EJ1Hfj

                          About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/  

-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

Dune Energy reported a net loss of $47 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.4 million in
2011.  The Company's balance sheet at Sept. 30, 2014, showed $229
million in total assets, $144 million in total liabilities and
$85.2 million in total stockholders' equity.

"Our primary sources of liquidity are cash provided by operating
activities, debt financing, sales of non-core properties and
access to capital markets.  As previously discussed, the Company
is now subject to a Forbearance Agreement and Fourth Amendment to
the Credit Agreement.  Under the terms of this agreement, we have
a borrowing base set at $40 million.  Pursuant to the terms of the
agreement, so long as we remain in compliance with the terms of
the agreement, Dune has $1 million of borrowing capacity
available.  Nevertheless, this will not provide sufficient
liquidity to continue normal operations absent a longer-term
solution prior to the end of the forbearance period.  "These and
other factors raise substantial doubt about our ability
to continue as a going concern beyond Dec. 31, 2014, should the
Merger with Eos not occur," the Company stated in its quarterly
report for the period ended Sept. 30, 2014.


DUNE ENERGY: Tender Offer Extended Until Feb. 20
------------------------------------------------
In connection with the previously announced Agreement and Plan of
Merger, dated Sept. 17, 2014, between Dune Energy, Inc., Eos Petro,
Inc. and  Eos Merger Sub, Inc. ("Purchaser"), the parties have
agreed to extend the expiration of the tender offer to acquire all
of the outstanding shares of common stock of Dune to Friday, Feb.
20, 2015, at 12:00 Midnight, New York City time to allow the
parties additional time to negotiate revised terms to the Merger
Agreement.

The tender offer was previously scheduled to expire on Feb. 13,
2015, at 12:00 Midnight, New York City time.  The depositary for
the tender offer has advised that, as of the close of business on
Feb. 13, 2015, a total of approximately 72,082,394 shares or
98.73822% of outstanding shares had been validly tendered and not
properly withdrawn pursuant to the tender offer, which is
sufficient to satisfy the minimum tender condition contemplated by
the Merger Agreement.

Eos has informed Dune that, due to the recent severe decline in oil
prices, Eos cannot proceed to complete the merger and tender
described in the Merger Agreement, at least not on the terms
originally negotiated.  Because of the severe decline in oil
prices, Eos' sources of capital for the merger and tender offer
were withdrawn.  Dune and Eos are currently in the process of
negotiating potential revised terms for the Merger Agreement upon
which the merger and tender offer could still be completed.  Such
revised terms may include, but are not limited to, revising the
$0.30 per share price for the shares of Dune common stock tendered
for purchase in the tender offer.  If the parties are able to agree
on revised terms, the tender offer will remain open for a minimum
of ten business days from the date such revised terms are made
publicly available, in order to give Dune's investors adequate time
to consider the revised terms.  However, there is no assurance that
the parties will be able to agree on revised terms. If such terms
are agreed upon, the parties do not expect the revised per share
price for the shares of Dune common stock tendered for purchase in
the tender offer to be more than nominal.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/  

-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

Dune Energy reported a net loss of $47 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.4 million in
2011.  The Company's balance sheet at Sept. 30, 2014, showed $229
million in total assets, $144 million in total liabilities and
$85.2 million in total stockholders' equity.

"Our primary sources of liquidity are cash provided by operating
activities, debt financing, sales of non-core properties and
access to capital markets.  As previously discussed, the Company
is now subject to a Forbearance Agreement and Fourth Amendment to
the Credit Agreement.  Under the terms of this agreement, we have
a borrowing base set at $40 million.  Pursuant to the terms of the
agreement, so long as we remain in compliance with the terms of
the agreement, Dune has $1 million of borrowing capacity
available.  Nevertheless, this will not provide sufficient
liquidity to continue normal operations absent a longer-term
solution prior to the end of the forbearance period.  "These and
other factors raise substantial doubt about our ability
to continue as a going concern beyond Dec. 31, 2014, should the
Merger with Eos not occur," the Company stated in its quarterly
report for the period ended Sept. 30, 2014.


ENERGY FUTURE: Deadline on Lease-Related Decisions Moved to May 25
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended until May 25, 2015, the deadline
of Energy Future Holdings Corp. and its debtor-affiliates to assume
or reject certain unexpired nonresidential real property lease
under Section 365(d)(4) of the Bankruptcy Code.

                     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: UST Has Issues with Applications
-----------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, filed with
the Bankruptcy Court a statement concerning Energy Future Holdings
Corp., et al.'s applications to employ these professionals:

   1. Cravath, Swaine & Moore LLP as counsel to Energy Future
Intermediate Holding Company LLC;

   2. Proskauer Rose LLP as counsel for Energy Future Holdings
Corp.;

   3. Munger Tolles & Olson LLP as counsel to Energy Future
Competitive Holdings Company LLC and Texas Competitive Electric
Holdings Company LLC;

   4. Greenhill & Co., LLC as independent financial advisor to
Energy Future Competitive Holdings Company LLC and Texas
Competitive Electric Holdings Company LLC; and

   5. Goldin & Associates as special financial advisor to Energy
Future Intermediate Holding Company LLC.

The U.S. Trustee does not object to EFIH, TCEH or EFH retaining
conflicts counsel or conflicts advisors, however, the U.S. Trustee
is concerned, over the lack of specificity and overly broad range
of the proposed scope of conflict services as articulated in the
supplemental declarations of conflicts counsel.

                       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 assets of $36.4 billion in
book value and 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.



FIRST INDUSTRIAL: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on First
Industrial Realty Trust Inc. and its operating partnership, First
Industrial L.P. (collectively, First Industrial), to positive from
stable.  At the same time, S&P affirmed its ratings on First
Industrial, including the 'BB+' corporate credit rating and 'BBB-'
issue-level ratings.  The recovery rating on the company's debt
remains '2'.

"The positive outlook acknowledges First Industrial's improved
operating performance and portfolio quality.  We also acknowledge
the company's progress in strengthening its balance sheet and
reducing leverage, and its key credit metrics now fall firmly
within our assessment of an "intermediate" financial risk profile,"
said credit analyst Michael Souers.  "First Industrial's manageable
near-term debt maturity schedule, low dividend payout ratio, and
access to a relatively large revolver support "adequate"
liquidity."

S&P's positive outlook on First Industrial reflects S&P's
expectation for the company to sustain and modestly strengthen
recently achieved improvements to key credit metrics, portfolio
occupancy, and NOI.  Favorable macroeconomic and real estate
trends, and the contribution to cash flow as development
stabilizes, should support modest EBITDA growth over the next two
years.

S&P believes a negative rating action is unlikely in the near term,
based on its expectation that real estate fundamentals will remain
supportive through 2016 and management will sustain its balance
sheet and liquidity improvements.  However, S&P would lower the
rating if First Industrial's financial risk profile deteriorated
such that it was more in line with a "significant" assessment (such
as sustained fixed-charge coverage below 2.1x and debt to EBITDA
that exceeded 7.5x).  S&P would also consider lowering the rating
if the company pursues debt-financed speculative development or
faces material operating and leasing difficulties.

S&P could raise the rating if the company's portfolio performance
and growth prospects strengthen, such that occupancy improves
further and the company achieves rent NOI growth that's similar or
better than the peer average.  In conjunction, S&P would like to
see First Industrial continue to strengthen its portfolio through
asset recycling, with development pursuits prudently pursued and
delivering expected returns.  S&P would also like to see the
company achieve and maintain forecasted credit metrics.



FOCUS BRANDS: S&P Affirms 'B' CCR & Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Atlanta-based Focus Brands Inc. and revised the
outlook to stable from negative.

S&P also affirmed the 'B' issue-level rating on the company's
first-lien credit facilities.  The '3' recovery rating is unchanged
and indicates S&P's expectation for meaningful (50%-70%) recovery
in the event of a payment default.  Additionally, S&P affirmed the
'CCC+' issue-level rating on the second-lien facility and the '6'
recovery rating, reflecting S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.

"The outlook revision reflects that Focus Brands has deleveraged
beyond our expectations in the past year following the McAlister's
Deli acquisition, repayed debt, and reported comparable-store sales
that were ahead of our forecasts. Leverage declined to the mid-6x
range from the mid-7x range in the past year through
Sept. 30, 2014, and we expect leverage will continue to decline in
2015 because of modest EBITDA growth," said credit analyst Diya
Iyer.

The stable outlook on Focus Brands Inc. reflects S&P's expectation
for continued performance improvement across all segments, and
modest debt reduction in the coming year.  S&P do not anticipate
the company will make any further significant acquisitions in the
next 12 months and will instead continue focusing on international
franchising under its new management team.

S&P could lower the ratings if the company's credit metrics weaken
materially via debt-financed dividends or acquisitions, resulting
in EBITDA interest coverage below 2.0x and debt leverage over 7.0x.
S&P estimates this could occur if the company increases debt by
more than $100 million, given weak operating performance and
subsequent credit metric erosion seems less likely over the coming
12 months.

S&P could raise its ratings on Focus if credit ratios improve
materially, including leverage sustained around 5.0x, interest
coverage above 3.0x, and FFO to total debt closer to 15%, and S&P
believes credit metric ratios will be maintained near or better
than those levels.



FOREST OIL: Owl Creek No Longer Owns Shares as of Dec. 31
---------------------------------------------------------
Owl Creek I, L.P., et al., disclosed in an amended Schedule 13G
filed with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2014, they no longer owned shares of common stock of
Sabine Oil & Gas Corporation.  A copy of the regulatory filing is
available for free at http://is.gd/AKCkNn

                            About Sabine

Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States.  Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle.  See http://www.sabineoil.com/   

Ernst & Young LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements of Forest
Oil 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 shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 16, 2015, Moody's Investors Service
affirmed Forest Oil's 'B3' Corporate Family Rating (CFR), as well
as its 'B3-PD' PDR and 'SGL-3' Speculative Grade Liquidity Rating.

"The combination of Sabine and Forest joins two companies whose
principal assets in East Texas and the Eagle Ford Shale are highly
complementary, creating a company much larger in size and scale
than the two companies are individually, although one whose
production and reserves remain heavily weighted to natural gas,"
commented Andrew Brooks, Moody's Vice President.

Standard & Poor's Ratings Services has discontinued its 'B'
corporate credit rating on Sabine Oil, the TCR reported on Feb. 11,
2015.


FREESEAS INC: Crede, et al., Report 9.9% Stake as of Dec. 31
------------------------------------------------------------
As of Dec. 31, 2014, each of Crede CG III, Ltd., Crede Capital
Group, LLC, Acuitas Financial Group, LLC and Terren S. Peizer may
be deemed to have beneficial ownership of 10,699,537 shares of
Common Stock, which consisted of:

   (i) 8,094,105 shares of Common Stock held by Crede CG III;

  (ii) 748,624 shares of Common Stock issuable upon conversion of
       8,160 shares of Series D Preferred Stock held by Crede CG
       III; and

(iii) 1,856,808 shares of Common Stock issuable upon exercise or
       exchange of a portion of the Series A Warrants held by
       Crede CG III.

All those shares of Common Stock represent beneficial ownership of
approximately 9.9% of the Common Stock, based on (1) 105,470,692
shares of Common Stock issued and outstanding on Nov. 14, 2014, as
reported in the Definitive Proxy Statement filed by the Issuer on
Nov. 17, 2014, plus (2) 748,624 shares of Common Stock issuable
upon conversion of 8,160 shares of Series D Preferred Stock and
1,856,808 shares of Common Stock issuable upon exercise or exchange
of a portion of the Series A Warrants.

A full-text copy of the regulatory filing is available at:

                       http://is.gd/ielflH

                       About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of US$48.7 million in 2013, a
net loss of US$30.88 million in 2012 and a net loss of US$88.2
million in 2011.  The Company's balance sheet at March 31, 2014,
showed US$79.8 million in total assets, US$77.4 million in total
liabilities, all current, and US$2.37 million in total
shareholders' equity.

RBSM 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 recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  Furthermore, the vast majority of the Company's
assets are considered to be highly illiquid and if the Company
were forced to liquidate, the amount realized by the Company
could be substantially lower that the carrying value of these
assets.  These conditions among others raise substantial doubt
about the Company's ability to continue as a going concern.


GASFRAC ENERGY: U.S. Court Approves Bidding Procedures
------------------------------------------------------
U.S. Bankruptcy Judge Craig Gargotta approved a bidding process
that will allow Canada-based GASFRAC Energy Services Inc. to
solicit offers and sell its assets in the U.S. to the highest
bidder.

Pursuant to the bidding procedures, potential buyers must submit
offers on or before Feb. 24, 2015.  The bid must be accompanied by
a deposit and must have no material conditions other than court
approval.

The winning bid will be selected, and a sale agreement must be
executed, by March 13, according to the bidding procedures which
will be supervised by Ernst & Young LLP, the court-appointed
monitor and foreign representative of the oil and gas service
company.

The parties will seek approval of the winning bid from the Court of
Queen's Bench of Alberta, Judicial Centre of Calgary, on or before
March 17, with approval by the U.S. Bankruptcy Court to follow
immediately thereafter.

The sale is expected to be completed on or before April 3,
according to court filings.

                      About GASFRAC Energy

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

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

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

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



GENWORTH FINANCIAL: S&P Lowers Counterparty Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Genworth
Financial Inc.'s U.S. life insurance subsidiaries--Genworth Life
Insurance Co., Genworth Life & Annuity Insurance Co., and Genworth
Life Insurance Co. of New York--to 'BBB-' from 'BBB+'.  At the same
time, Standard & Poor's lowered its counterparty credit ratings on
Genworth Financial Inc. and Genworth Holdings Inc. to 'BB-' from
'BB+'.  The outlook on all of these companies is negative.

In addition, Standard & Poor's took these actions on Genworth's
various other subsidiaries:

   -- S&P affirmed its 'A+' counterparty credit and financial
      strength ratings on Genworth Financial Mortgage Insurance
      Co. Canada and its 'BBB+' counterparty credit rating on
      Canadian holding company Genworth MI Canada Inc.  S&P
      revised the outlook on these companies to stable from
      negative.

   -- S&P affirmed its 'A+' counterparty credit and financial
      strength ratings on Genworth Financial Mortgage Insurance
      Pty Ltd. and Genworth Financial Mortgage Insurance Pty Ltd.
      (NZ Branch), (Genworth Australia), the active Australian
      lenders' mortgage insurance (LMI) business.  S&P also
      affirmed its 'A-' rating on Australian LMI run-off
      subsidiary Genworth Financial Mortgage Indemnity Ltd.  S&P
      revised its outlook on Genworth Australia to developing from

      negative, and it revised its outlook on Genworth Financial
      Mortgage Indemnity Ltd. to developing from stable.

   -- S&P lowered the ratings on U.K.-domiciled Genworth Financial

      Mortgage Insurance Ltd. to 'BB-' because of the guarantee
      from parent company Genworth Financial Inc.

   -- The ratings on Genworth's U.S. mortgage insurance
entities—
      Genworth Mortgage Insurance Corp. and Genworth Mortgage
      Insurance Corp. of North Carolina (GMICO)--are unchanged at
      'BB-', and the outlook is positive.

   -- The 'A-' ratings on Genworth's U.K.-based insurers,
      Financial Insurance Co. Ltd. And Financial Assurance Co.
      Ltd., are unchanged and remain on CreditWatch with negative
      implications.

The two-notch downgrade of the core U.S. life insurance companies
partly reflects S&P's view that Genworth's operating performance
is--and future profitability will be--weaker than S&P had assumed.
Genworth reported a fourth-quarter 2014 net loss of $760 million.
This follows a third-quarter 2014 net loss of $844 million,
resulting in a full-year 2014 net loss of $1.2 billion.  The
organization's global mortgage insurance business continues to
perform well, as demonstrated by its net operating income of $436
million in 2014, which is an improvement from $398 million in the
prior year.  However, the consolidated full-year net loss stemmed
from the company's U.S. life division, particularly its long-term
care insurance business.  In the fourth quarter, Genworth reduced
its long-term care active life margin by almost 50% due to higher
claims expectations and impaired all remaining goodwill.

The future profitability of the company's long-term care
business--and, consequently, its U.S. life division--depends
increasingly on continued regulatory approval for and policyholder
acceptance of rate increases and benefit reduction options.
Although Genworth's long-term care business is partially hedged
against low interest rates, it remains susceptible to prospective
reserve strengthening due to the sensitivity of its actuarial
assumptions and the increasing average age of its policyholders.

In addition, S&P has taken into account Genworth's continued
one-time accounting adjustments and corrections in the U.S. life
division.  The group reported $48 million in fourth-quarter
accounting adjustments after similar adjustments in the third
quarter.  These adjustments raise questions about the strength of
operational controls.  Management's need to remedy operational
controls and reverse the trajectory of the U.S. life division in a
timely manner emphasizes the high importance of both strategic
execution and enterprise risk management at this time.

Although the U.S. life companies' unassigned surplus declined by
$285 million in 2014, S&P views current U.S. life insurance capital
as redundant at the 'BBB' rating category level.  S&P anticipates a
decrease in capital strength this year (though S&P believes it will
remain redundant at the 'BBB' rating category level), due largely
to the dilutive impact of its planned repatriation of its Bermuda
captive.  S&P believes Genworth's capital strength will rebound in
2016 and 2017 through retained earnings and no dividend payments to
the parent holding company. S&P views current capital strength at
Genworth Mortgage Insurance Co. (GMICO) as improving but still
somewhat less than adequate.

The downgrade of the parent holding company is largely attributable
to the downgrade of the core life insurance companies.  Although
the parent holding company had more than $1 billion in cash and
securities on its balance sheet at year-end 2014, it is highly
reliant upon the divided capacity of its subsidiaries to fund its
debt-servicing requirements of approximately $280 million annually
and the repayment of Genworth's next debt maturity of $300 million
in December 2016. The U.S. mortgage insurance unit is unlikely to
pay dividends until at least 2016 as it rebuilds its own capital
strength. Management has also indicated a likely extension of its
self-imposed dividend stoppage from the U.S. life insurance
companies to the parent.  Thus, the constraint on the parent's
financial flexibility will likely persist, as it will have to rely
on its Australian and Canadian units for dividends in 2015 and
2016. Dividends from operating subsidiaries to the parent covered
approximately 175% of debt-service needs in 2013, though this
figure declined to about 50% in 2014.

S&P affirmed its ratings on Genworth's Canadian mortgage insurance
entities, Genworth Financial Mortgage Insurance Co of Canada and
Genworth MI Canada Inc.  S&P revised the outlook on these companies
to stable from negative.  These actions reflect S&P's updated
stand-alone assessment that the current ratings sufficiently
capture any adverse brand, reputational, or financial influence
related to credit quality deterioration at Genworth's U.S.
operations.

S&P has affirmed its 'A+' ratings on Genworth Financial Mortgage
Insurance Pty Ltd. and its New Zealand branch.  The outlook has
been revised to developing from negative.  The affirmation reflects
S&P's updated stand-alone assessment, which incorporates S&P's view
that the current ratings sufficiently capture any adverse brand,
reputational, or financial influence related to developments at
Genworth's U.S. operations.  The revised outlook reflects
management's public statements about evaluating its strategic
options with regards to its operations in Australia.

"We view both the Australian and Canadian entities as relatively
insulated from the credit deterioration in the U.S. operations,
given local regulatory oversight, external minority ownership, and
restrictions on capital fungibility.  However, we have not
de-linked the ratings on Genworth's ongoing Australian and Canadian
entities from the ratings on the core Genworth life companies.
Rather, we have allowed greater notching due to our updated
assessment about insulation.  We reasonably expect local regulators
to act to prevent the subsidiaries from supporting the group to an
extent that would impair the subsidiaries' stand-alone
creditworthiness.  We believe that our current ratings capture the
likely minimum capital requirements to be enforced, if necessary,
in both Australia and Canada," S&P said.

The ratings on Genworth Mortgage Insurance Corp. and Genworth
Mortgage Insurance Corp. of North Carolina remain unchanged at
'BB-', and the outlook is positive.

The negative outlook on the U.S. life insurance companies, which
indicates a one-in-three likelihood of a downgrade over the next 24
months, reflects execution risk given the significant challenges
management will encounter in implementing a successful turnaround
strategy.  Moreover, the outlook captures S&P's ongoing
reassessment of management and governance as the company develops
and executes strategic options and the effectiveness of Genworth's
enterprise risk management program.

The negative outlook on the holding company reflects the issues
related to the core life companies, increased reliance on asset
sales, and low fixed-charge coverage.

S&P could lower the ratings on the core U.S. life companies and
U.S. holding companies again if the group financial profile further
deteriorates or if S&P's ongoing assessments of management,
governance, and enterprise risk management were to weaken.  An
upgrade of the core U.S. life companies rating is unlikely without
a transformational improvement in operating performance.



GEOMET INC: Has Minimal Assets, Mulls Possible Dissolution
----------------------------------------------------------
GeoMet, Inc., disclosed in its annual report on Form 10-K for the
year ended Dec. 31, 2014, that it has no operations and minimal
assets, which raises substantial doubt about its ability to return
any additional value to its stockholders.  The Company added it may
file a plan of dissolution if it cannot consummate a corporate
transaction/merger prior to the third quarter of 2015.

"While we will continue to look for opportunities to exploit the
expertise of our management staff as time and financial resources
allow, there is no guarantee that we will we be able to successful
in our efforts.  If we are not successful, our management and the
board of directors may determine it to be in the best interest of
the Company and its stockholders to dissolve the Company and
terminate its existence," the Company stated.  

GeoMet reported net income available to common stockholders of
$53.3 million for the year ended Dec. 31, 2014, compared to net
income available to common stockholders of $27.8 million during the
prior year.

As of Dec. 31, 2014, the Company had $23.04 million in total
assets, $278,000 in total liabilities and $48.7 million in
mezzanine equity and a $25.9 million total stockholders' deficit.

As of Dec. 31, 2014, the Company's remaining balance of cash
totaled approximately $23 million.  The Company related it does not
currently generate any revenue nor does it expect to do so until
such time as it can make an acquisition or exploit an opportunity
that would allow it to generate revenue.  According to the Company,
since the holders of its Preferred Stock are entitled to an
approximately $68 million liquidation preference, absent a
concession from the holders of its Preferred Stock, no cash will be
received by the holders of its Common Stock in a liquidation.

              "Going Concern" Qualification Removed

Hein & Associates LLP, in Houston, Texas, did not issue a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014.  The independent accounting firm last
year expressed substantial doubt about the Company's ability to
continue as a going concern stating that the Company has suffered
recurring losses from operations and had a net working capital
deficiency.

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

                        http://is.gd/j896R1

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.


GROUPE BIKINI: Files for Creditor Protection in Canada
------------------------------------------------------
Globe and Mail reported that Quebec-based swimwear retailer Groupe
Bikini Village Inc. filed for bankruptcy protection in order to
gain time to find a partner or buyer after posting a series of
million-dollar quarterly losses.

The news agency related that the company said it needs cash in
order to help it reach profitability after announcing it is seeking
creditor protection under the Bankruptcy and Insolvency Act.


GT ADVANCED: Lease-Related Decision Deadline Extended to May 4
--------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of New Hampshire extended, until May 4, 2015, the deadline
of GT Advanced Technologies Inc. and its debtor-affiliates to
assume or reject unexpired leases of nonresidential real property.

                  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.


HCSB FINANCIAL: Carroll Padgett Resigns From Board
--------------------------------------------------
Mr. Carroll D. Padgett, Jr., a director of HCSB Financial
Corporation and Horry County State Bank, resigned from his position
as a director to each of the Company and the Bank, effective as of
Feb. 28, 2015.  Mr. Padgett notified the Board of Directors of his
resignation verbally, stating that he is resigning because he has
been appointed as a probate court judge for Horry County.

At the time of his resignation, Mr. Padgett served on the Bank's
Director's/ TARP Committee, Loan Committee, and the Executive
Committee.

The Company does not anticipate immediately filling the vacancy on
the board caused by Mr. Padgett's resignation at this time,
according to a Form 8-K filed with the U.S. Securities and Exchange
Commission.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

As of Sept. 30, 2014, the Company had $434 million in total
assets, $446 million in total liabilities, and a $12.5 million
total shareholders' deficit.

"At March 31, 2014, the Company was categorized as "critically
undercapitalized" and the Bank was categorized as "significantly
undercapitalized."  Our losses over the past five years have
adversely impacted our capital.  As a result, we have been
pursuing a plan to increase our capital ratios in order to
strengthen our balance sheet and satisfy the commitments required
under the Consent Order.  However, if we continue to fail to meet
the capital requirements in the Consent Order in a timely manner,
then this would result in additional regulatory actions, which
could ultimately lead to the Bank being taken into receivership by
the FDIC.  Our auditors have noted that the uncertainty of our
ability to obtain sufficient capital raises substantial doubt
about our ability to continue as a going concern," according to
the quarterly report for the period ended March 31, 2014.


HEI INC: U.S. Trustee Reacts to Memo on Hiring of 3 Professionals
-----------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 12, filed a
reply to HEI, Inc.'s memorandum in support of its applications to
employ Alliance Management as financial advisor; Fredrikson &
Byron, P.A., as bankruptcy counsel; and Winthrop & Weinstine, P.A.
as corporate counsel.

The U.S. Trustee maintains that the proposed employments should not
be approved subject to "Instruction 9(c)" of the Minnesota
bankruptcy court's chapter 11 filing instructions -- the 80/20
Instruction.

The U.S. Trustee cites that the three professionals to be employed
do not state they will refuse to go forward with continued
representation of the Debtor's bankruptcy estate if payment under
the 80/20 Instruction is not allowed.  

The U.S. Trustee also notes that the Applicants cite a number of
courts which have implemented local rules that have similar
provisions allowing expedited payment to professionals, and allege
that the U.S Trustee should "work through the appropriate channels
to initiate change, rather than attacking the instructions
indirectly by recommending against employment of professionals who
seek to use the process set up and approved by the court".  In
reply, the U.S. Trustee says "the burden of change does not lie
with [me and my position], it lies with the Applicants . . .  If
the Applicants want to get paid under terms different than now
established in the bankruptcy code, it is their burden to write
members of Congress and have the statute changed."

In addition, the U.S. Trustee asserts, the Debtor and Winthrop need
to determine whether the employment of Winthrop will under Sec.
327(a) of the Bankruptcy Code.  And the employment of Alliance, he
continues, cannot be approved because the "incentive" compensation
would result in excessive and unnecessary charges against the
estate which are disproportionate to any value derived by
creditors.

A copy of the U.S. Trustee's response is available for free at:

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

The U.S. Trustee is represented by:

          Michael R. Fadlovich
          Trial Attorney
          U.S. Trustee's Office
          Suite 1015 U.S. Courthouse
          300 South Fourth Street
          Minneapolis, MN 55415
          Tel No: (612)334-1350

                          About HEI, Inc.

HEI, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Minn.
Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015.
The case is assigned to Judge Kathleen H. Sanberg.

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

The deadline for governmental entities to file claims is July 6,
2015.

The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq.,
and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel;
Alliance Management as business and financial consultant; and
Winthrop & Weinstine, P.A., as special counsel.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Fafinski, Mark & Johnson, P.A., as its bankruptcy counsel.




HEI INC: US Trustee Appoints AVX to Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 12 appointed AVX Corp. to HEI Inc.'s
official committee of unsecured creditors.  

AVX replaced Teamvantage Molding, which resigned as member of the
committee, according to a filing with the U.S. Bankruptcy Court for
the District of Minnesota.

The unsecured creditors' committee is now composed of:

     (1) Creditor: AVX Corporation
         Address: One AVX Boulevard
         Fountain Inn, SC 29644
         Contact Person: Dorothy David
         Phone: 864-967-9317
         Email: Dorothy.david@avx.com

     (2) Creditor: Watson-Marlow, Inc.
         Address: 37 Upton Technology Park
         Wilmington, MA 01887
         Contact Person: Michael Ferrucci
         Phone: 978-988-2630
         Email: michael.ferrucci@wmpg.com

     (3) Creditor: Vergent Products
         Address: 609 14th St. SW
         Loveland, CO 80537
         Contact Person: Diana Precht
         Phone: 970-292-1128
         Email: dprecht@gmail.com

                          About HEI, Inc.

Headquartered in Victoria, Minnesota, HEI, Inc., develops and
manufactures microelectronics, substrates, electromechanical
hardware and embedded software for the medical, telecommunications,
military, aerospace and industrial markets.  It has operations in
Arizona, Colorado and Minnesota.

HEI, Inc., sought Chapter 11 protection (Bankr. D. Minn. Case No.
15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015.  The case is
assigned to Judge Kathleen H. Sanberg.

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

The deadline for governmental entities to file claims is July 6,
2015.

The Debtor tapped James L. Baillie, Esq., James C. Brand, Esq., and
Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel;
Alliance Management as business and financial consultant; and
Winthrop & Weinstine, P.A., as special counsel.

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


HOLDER GROUP SUNDANCE: Bank Does Not Consent to Cash Collateral Use
-------------------------------------------------------------------
Nevada State Bank, a secured creditor, notified the U.S. Bankruptcy
Court for the District of Nevada that it does not consent to The
Holder Group Sundance, LLC's use of its cash collateral from: (i)
the real property owned by the Debtor, commonly known as 33 West
Winnemucca Blvd., Winnemucca, Nevada; and (ii) the personal
property owned by the Debtor, including the Debtor's gaming devices
and associated equipment, located within the real property, and
used in connection with the operation of the casino located on the
real property as well as all income and revenues from the
property.

The Bank is represented by:

         Stefanie T. Sharp, Esq.
         ROBISON, BELAUSTEGUL, SHARP & LOW
         A Professional Corporation
         71 Washington Street
         Reno, NV 89503
         E-mail: ssharp@rbsllaw.com

The Holder Group Sundance, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 15-50157) on Feb. 9, 2015.  The
petition was signed by Harold D. Holder Sr., the manager.  Stephen
R Harris, Esq., at Harris Law Practice LLC serves as the Debtor's
counsel.  The Debtor disclosed total assets of $10.4 million and
total liabilities of $5.08 million as of the bankruptcy filing.


HORIZON LINES: Western Asset Mgt. Reports 11.9% Stake as of Dec. 31
-------------------------------------------------------------------
Western Asset Management Co. reported beneficial ownership of
10,937,443 shares of common stock of Horizon Lines, Inc. which
represents 11.9 percent of the shares outstanding as of Dec. 31,
2014.  The percentage ownership is based upon the equivalent of
91,900,000 fully diluted shares of the company's stock.  A
full-text copy of the Schedule 13G is available for free at:

                       http://is.gd/l0feL7
   
                       About Horizon Lines

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

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

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

                           *     *     *

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

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


HOYT TRANSPORTATION: Can File Chapter 11 Plan Until March 10
------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York extended the exclusive periods of Hoyt
Transportation Corp. to:

  a) file a Chapter 11 plan of reorganization from Nov. 10, 2014
     to March 10, 2015; and

  b) solicit acceptances of that plan March 10, 2015 to May 8,
     2015.

As reported in the Troubled Company Reporter on Dec. 17, 2014, the
Debtor's extension request will allow time to resolve outstanding
back-pay claims which arose from a new collective bargaining
agreement which resulted from an industry-wide ruling by the
National Labor Relations Board.

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on July 13, 2013,
estimating at least $10 million in assets and liabilities.  The
Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children with
disabilities.  Hoyt operated 350 buses until the contract with the
Department of Education expired.


INT'L ENVIRONMENTAL: Chap. 11 Trustee Seeks Chapter 7 Conversion
----------------------------------------------------------------
Howard B. Grobstein, Chapter 11 trustee for International
Environmental Solutions Corporation, filed a motion to convert its
case into Chapter 7 liquidation proceeding based on the continued
diminution of the estate and the absence of a reasonable likelihood
of rehabilitation in the immediate future.

Martina A. Slocomb, Esq., at Marshack Hays LLP, explains that the
Debtor's Chapter 11 case has been pending for nearly three years.
Despite great efforts by all of the parties involved, she
continues, IES has not received sufficient money to make a
distribution to creditors and the minimal funds in the Estate have
gone to pay Chapter 11 United States Trustee's fees.  In addition,
IES has been unable to pay any of its substantial professional fees
or to repay EH National Bank the balance due on its loan, which IES
had agreed to repay by December 2013.  

The Chapter 11 Trustee believes that expenditures by the Estate can
be limited if the case is converted to Chapter 7, giving IES more
time to attempt to obtain money to pay these obligations and make a
distribution to creditors.

Ms. Slocomb notes that IES's sole asset of potentially significant
value is its 49% interest in APS IP Holding.  The Trustee is still
optimistic that APS IP Holding will ultimately be able to
manufacture and sell new machines with the advanced pyrolysis
technology ("APS") and license that technology, which will bring
money to the Estate through APS IP Holding's royalty splitting
agreement with IES.

"This motion to convert should not be seen by creditors as a sign
that there will never be a distribution in this case.  The Trustee
seeks to convert the case to Chapter 7 to attempt to reduce
expenditures and allow more time to attempt to turn IES's interest
in APS IP Holding into funds sufficient to make a meaningful
distribution to creditors," Ms. Slocomb explains.

A hearing on the motion is slated for Feb. 24, 2015, at 1:00 p.m.

            About International Environmental Solutions

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle, and
Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation (Bankr. C.D. Cal. Case No. 12-16268) on March 13,
2012.

IES consented to the entry of an order for relief under Chapter 11
on May 10, 2012.  Judge Wayne E. Johnson presides over the case.
The Debtor hired Goe & Forsythe, LLP, as counsel.  The Debtor
disclosed $25.1 million in assets and $10.4 million in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.  Marshack
Hays as his general counsel Crowe Horwath LLP as his accountants
Dzida, Carey & Steinman as his special transactional counsel.
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.



ISTAR FINANCIAL: Loomis Sayles Reports 4.7% Stake as of Dec. 31
---------------------------------------------------------------
Loomis Sayles & Co., L.P., disclosed in a Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 4,248,061 shares of common stock of
Istar Financial which represents 4.75 percent of the shares
outstanding.  A copy of the regulatory filing is available at
http://is.gd/oBGicO

                       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.


ISTAR FINANCIAL: Robert Pitts Reports 5.9% Stake as of Dec. 31
--------------------------------------------------------------
Robert S. Pitts, Jr., disclosed in an amended Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of Dec.
31, 2014, he beneficially owned 5,076,960 shares of common stock of
Istar Financial which represents 5.96 percent of the shares
outstanding.

Mr. Pitts is the managing member of the Steadfast Capital
Management LP and Steadfast Advisors LP.  Steadfast Advisors LP
has the power to vote and dispose of the securities held by
Steadfast Capital.  Steadfast Capital Management has the power to
vote and dispose of the securities held by American Steadfast and
Steadfast International Master Fund Ltd.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/Z7vG6z

                       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.


ISTAR FINANCIAL: Valinor Mgt. Reports 5.6% Stake as of Dec. 31
--------------------------------------------------------------
Valinor Management, LLC and David Gallo disclosed that as of
Dec. 31, 2014, they beneficially owned 4,787,412 shares of common
stock of iStar Financial which represents 5.6 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/3OWaGZ

                       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.


KIOR INC: Asks Court to Extend Deadline to Remove Suits
-------------------------------------------------------
KiOR Inc. has filed a motion seeking additional time to remove
lawsuits involving the company.

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.

KiOR is still "in the process of assessing the relevant information
to make informed decisions about whether removal of such actions is
warranted," according to its lawyer, Amanda Steele, Esq., at
Richards Layton & Finger P.A., in Wilmington, Delaware.

                          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.


KIPP INC: Fitch Affirms 'BB+' Rating on $65MM Education Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on La Vernia Higher
Education Finance Corporation, TX's $65 million of education
revenue bonds, series 2009A, issued on behalf of KIPP, Inc. (KIPP).
Reference is made herein to KIPP's open enrollment charter school
in the State of Texas.

The Rating Outlook is Stable.

SECURITY

The series 2009 bonds are effectively secured by a senior lien on
KIPP's revenues and a lien on and security interest in certain real
property on which KIPP's Houston area schools are located.
Additional security features include a $20 million debt service
fund guaranty and debt service reserve fund.

The bonds rank on parity with $47 million of outstanding City of
Houston Higher Education Finance Corporation revenue bonds, series
2014A, not rated by Fitch.  Both series of bonds are senior to
approximately $57 million of outstanding qualified zone academy
bonds and qualified school construction bonds.

KEY RATING DRIVERS

LEADING POSITION SUPPORTS OPERATIONS: KIPP's reputation and long
operating history support consistently healthy student demand and
enrollment trends.  Moreover, KIPP's students demonstrate favorable
academic outcomes, as measured by standardized state assessments.

SIZEABLE FINANCIAL LEVERAGE: A highly leveraged balance sheet stems
from capital investments in new facilities to accommodate strong
enrollment growth.  Fiscal 2014 available funds represented just
6.2% of long-term debt and 8.5% of unrestricted operating expenses.
The ratios, both of which have trended downward in recent years,
are about half that of similarly-rated charter schools by Fitch.

POSITIVE OPERATING MARGINS: Strong demand supports a history of
positive operating margins.  Nevertheless, significant unrestricted
operating expense growth averaging 17% annually since fiscal 2010
causes some volatility in year-to-year results.

GOOD COVERAGE METRICS: Good debt service coverage ratios average
1.37x annually since fiscal 2010, including 1.7x in fiscal 2014.
Weaker maximum annual debt service (MADS) coverage averages
effectively 1x.

RATING SENSITIVITIES

INCREASED LEVERAGE: Financing its sizable growth plans with
additional debt would likely impede the improvement in KIPP's
balance sheet ratios, thereby limiting its upward rating potential.
KIPP's balance sheet ratios are Fitch's foremost rating concern.

STANDARD SECTOR CONCERNS: In addition to KIPP's limited financial
cushion, a substantial reliance on enrollment-driven funding and
charter renewal risk are credit concerns common among all charter
schools that, if pressured, could negatively impact the rating.

CREDIT PROFILE

Two teachers from Teach for America Corps founded The Knowledge is
Power Program in Houston in 1994 as an inner-city public school
program.  KIPP began as one middle school and now operates 22
schools across multiple campuses.  Two additional schools are
planned for fall 2016.

Historically, KIPP held two charters authorized by the Texas
Education Agency (TEA): KIPP Southeast Houston (SE), which covered
five schools, and KIPP, Inc.  Effective July 1, 2013, schools
operating under the KIPP SE charter were transferred to the KIPP,
Inc. charter; the former was eliminated.  TEA extended KIPP's
charter through July 1, 2023 in tandem with the charter
consolidation and increased maximum enrollment to 23,300 from
19,000, recognizing its growth plans.  KIPP's charter remains in
good standing with TEA.

MARKET-LEADING POSITION SUPPORTS OPERATIONS

KIPP's strong reputation and demonstrated track-record of producing
favorable academic outcomes supports consistently solid student
demand.  Total enrollment stood at 11,522 in January 2015, nearly
double the 2011 figure.  Moreover, KIPP's lottery held 9,728 names
in January compared with 8,013 and 7,036 names in January 2014 and
2013, respectively, in a sign of the strong demand.

All but two of KIPP's schools achieved TEA's accountability ratings
of 'met standard' in 2014.  Several schools achieved a mark of
distinction in at least one evaluation area.  In addition, two KIPP
schools received 2014 national Blue Ribbon honors reserved for
higher performing schools.  Plans are in place for the two schools
scoring 'improvement required'.

KIPP alumni have a more than 50% college graduate rate compared
with 18% for Harris County and 8% typical of KIPP's regional peer
group, according to KIPP.

SB2 IS NOT EXPECTED TO ADVERSELY IMPACT KIPP

KIPP's nearly 20 year operating history reflects a clear competency
in managing through varied regulatory landscapes. Consequently,
Fitch does expect Senate Bill 2 (SB2), enacted in 2013, to
adversely impact the school's operations.  SB2 made significant
changes in the state's charter school laws, including instituting
mandatory charter expiration for schools that exhibit three years
of academic or financial underperformance.

SIGNIFICANT FINANCIAL LEVERAGE

KIPP's weak balance sheet ratios are Fitch's principal rating
concern.  The ratios reflect significant debt-financed capital
needs to accommodate robust growth.  KIPP's leverage position
highlights the importance of healthy demand and enrollment trends
to support its financial performance.

The ratios of available funds to long-term debt and unrestricted
operating expenses were a low 6.2% and 8.5%, respectively, in
fiscal 2014.  Pro-forma MADS of approximately $12.3 million
represented a high 11.2% of unrestricted operating revenues.  MADS
includes debt service on subordinated debt and excludes expected
federal credit payments on those bonds.

KIPP refinanced outstanding series 2006 bonds in June 2014.  The
refinancing bonds are guaranteed by the Texas Permanent School
Fund.  Fitch does not rate the debt but includes it in KIPP's
financial ratios.  KIPP's long-term strategy may include additional
debt financing, but such plans are presently undetermined.

POSITIVE OPERATING MARGINS

A track record of positive GAAP-based operating performance
somewhat mitigates KIPP's limited financial cushion.  However,
year-to-year results have been uneven, in part, due to rapid
growth.  Moreover, a concentrated revenue source in state per pupil
aid, as is typical of the sector, contributes to some degree of
volatility.

The fiscal 2014 operating margin registered 1.1%, down from 1.5% in
fiscal 2013.  However, debt service coverage improved to 1.7x from
1.1x.  The repayment of a $5 million note in fiscal 2013 pressured
coverage metrics that year.  Interim fiscal 2015 results are
trending ahead of budget, according to KIPP.

A $6 million line of credit facility provides additional liquidity
support.

DEBT SERVICE GUARANTY PROVIDES ADDITIONAL SUPPORT

A partial guaranty of the series 2009 bonds provides additional
bondholder protections.  PHILO Houston, LLC, a 501c3 created by
PHILO Finance Corporation (PFC) for the KIPP transaction, provides
the unconditional and irrevocable $20 million guaranty.  The
guaranty is supported by three parties: PFC ($9 million), the Local
Initiatives Support Corporation (LISC) ($1 million), and the Bill &
Melinda Gates Foundation ($10 million).  The $9 million PFC
guaranty extends through the term of the bonds, while the LISC and
Bill & Melinda Gates Foundation guaranties expire in 2019.



LDK SOLAR: Court Closes Ch. 15 & Ch. 11 Bankruptcy Proceedings
--------------------------------------------------------------
LDK Solar CO., Ltd. in provisional liquidation on Feb. 19 disclosed
that, on Feb. 18, 2015, Judge Laurie Selber Silverstein of the
United States Bankruptcy Court for the District of Delaware entered
final decrees closing LDK Solar's Chapter 15 bankruptcy proceeding
as well as the Chapter 11 bankruptcy proceedings of three of LDK
Solar's U.S. subsidiaries, LDK Solar Systems, Inc., LDK Solar USA,
Inc. and LDK Solar Tech USA, Inc.  As previously disclosed, on Nov.
21, 2014, LDK Solar obtained U.S. recognition and enforcement of
its Cayman Islands scheme of arrangement, and the U.S. Debtors
obtained confirmation of their Chapter 11 plan of reorganization.
This entry of the final decrees was the last step in the U.S.
bankruptcy proceedings for LDK Solar and the U.S. Debtors, and
marks their formal closure.

                         About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com/-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic of
China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power projects
and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by
LDK New Energy, a British Virgin Islands company wholly owned by
Xiaofeng Peng, LDK's founder, chairman and chief executive officer,
to acquire all of the equity interests in Jiangxi LDK Solar from
Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited.

LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was due
to make a $197 million bond repayment.  Its Joint Provisional
Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper
(Cayman) Limited.

In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware. The lead case is In re LDK Solar
Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct.
21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy
Court for recognition of the provisional liquidation proceeding in
the Grand Court of the Cayman Islands. The Chapter 15 case is In
re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387). The
U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at
Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors'
Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & 73
Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors' financial
advisor is Jefferies LLC.  The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
Sept. 17, 2014, from the holders of LDK Solar's 10% Senior Notes
due 2014, as guarantors of the Senior Notes, and required such
holders of the Senior Notes to return their ballots by Oct. 15,
2014. Holders of the Senior Notes voted overwhelmingly in favor of
accepting the Prepackaged Plan.


LEHMAN BROTHERS: LBI's 2nd Interim Distribution Approved
--------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act and chair
of the Hughes Hubbard and Reed Corporate Reorganization and
Bankruptcy Group, on Feb. 19 received Bankruptcy Court approval to
initiate the second interim distribution to unsecured general
creditors with allowed claims.  In January 2015, the Trustee
allocated approximately $2.2 billion for allowed unsecured general
creditor claims.

"We are moving ahead with our second multi-billion distribution to
unsecured general creditors as we continue winding down the LBI
estate," Mr. Giddens said.  "We will work toward additional
distributions while maintaining appropriate reserves and protecting
claimants' interests and due process rights."

The Trustee has distributed more than $3.7 billion to LBI's
creditors since July 2014.  With a second interim distribution of
$2.2 billion, unsecured general creditors will achieve an
approximately 27 percent payout on allowed claims.  Distributions
are expected to begin the second week of March, pending final Court
orders.  Claimants include former employees, pension funds,
institutions, banks, and Lehman affiliates.

In total, customers have received more than $106 billion, fully
satisfying the 111,000 customer claims.  Secured, priority, and
administrative creditors have also received 100 percent
distributions.  Together, the customer and general creditor
distributions represent the largest distributions across the
worldwide Lehman insolvency proceedings.  The Trustee's principal
focus is now to resolve remaining claims and make further general
creditor distributions in order to close the estate as promptly as
possible.

                        About Lehman Brothers

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

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

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

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

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

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

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

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

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


MASCO CORP: Fitch Raises Issuer Default Rating to 'BB+'
-------------------------------------------------------
Fitch Ratings has upgraded the ratings of Masco Corporation (NYSE:
MAS), including the company's Issuer Default Rating (IDR), to 'BB+'
from 'BB'.  The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating for Masco reflects the company's leading market position
with strong brand recognition in its various business segments, the
breadth of its product offerings, and solid liquidity position.
Risk factors include sensitivity to general economic trends, as
well as the cyclicality of the residential construction market.

The ratings upgrade reflects Masco's improving financial and credit
metrics and Fitch's expectation of further improvement in financial
results during the next 12-18 months.  Fitch noted last year,
following the revision of Masco's Outlook to Positive from Stable,
that the company's IDR may be upgraded to 'BB+' as housing and home
improvement markets continue to rebound and the company shows
sustained improvement in financial results and credit metrics,
including debt to EBITDA levels in the 3.0x-3.5x range, interest
coverage that is consistently above 4.5x, and FCF margins above
2.5%.

The new home construction market grew last year, although the
industry underperformed relative to Fitch's expectations going into
2014.  Total housing starts grew 8.8% while new home sales advanced
1.2% during 2014.  Existing home volume was off more than 3% due to
fewer distressed homes for sale and somewhat limited inventory.
Nevertheless, Masco's sales improved 4.3% and EBITDA margins
increased almost 90 bps during 2014 compared with 2013. Housing
activity is likely to ratchet up more sharply in 2015 with the
support of a steadily growing economy throughout the year.

Masco ended the year with debt to EBITDA of 3.2x and interest
coverage was 4.7x during 2014.  The company also reported strong
free cash flow (FCF: Operating Cash Flow less Capital Expenditures,
Common Dividends and Dividends Paid to Non-controlling Interest),
generating $323 million (3.8% of sales) during 2014.  Fitch expects
these credit metrics will be relatively stable this year.

The Stable Outlook reflects Fitch's expectation that demand for
Masco's products will continue to grow during 2015 as the housing
market maintains its moderate recovery and home improvement
spending increases at a steady pace.   The Stable Outlook also
incorporates Masco's solid liquidity position.

SPIN-OFF OF INSTALLATION AND OTHER SERVICES BUSINESS

In September 2014, Masco announced the spin-off of 100% of its
Installation and Other Services businesses into an independent,
publicly traded company through a tax-free stock distribution to
Masco shareholders.  This transaction is expected to be completed
by mid-2015.  This business had $1.5 billion of revenues in 2014
(17.8% of total company sales) and $86 million of adjusted EBITDA.
Masco estimates that approximately 82% of this segment's sales are
directed to the new home construction market, while repair and
remodel accounts for about 18%.

While the spin-off will result in some loss of EBITDA, Masco's
credit profile will benefit from lower exposure to the more
volatile new home construction market.  Masco estimates that its
sales to the new home construction market will be reduced from 28%
to 17% once the spin-off is completed.  Between 2006 and 2010,
during the major economic and construction downturns, sales from
the installation business fell 67% from $3.16 billion to $1.04
billion.  By comparison, sales from the company's other business
segments declined 29.0% from $9.23 billion to $6.55 billion during
the same period.

The company's EBITDA margin post-spin will also improve, as the
EBITDA margin of the installation business was about 620 bps below
the total company EBITDA margin during 2014.

Excluding the financial results from the Installation and Other
Services business, Fitch expects leverage will settle around 3.3x
at year-end 2015.  Similarly, interest coverage is projected to be
roughly 4.5x during 2015.

CAPITAL ALLOCATION

In September 2014, Masco also announced the implementation of a
share repurchase program for an aggregate of 50 million shares of
its common stock, representing about $1.2 billion at the share
price upon the announcement.  The program will be funded with FCF
and cash on the balance sheet.  The company also expects to receive
about $200 million from the spin-off of the installation business.

Masco expects to execute the share repurchase program over a
multi-year period, starting in the 4Q'14.  The company repurchased
5 million shares or about $124 million during 4Q'14 and expects to
buy back between $400 million and $500 million in 2015.

Fitch is comfortable with this strategy given Masco's strong cash
and equivalents position, which totaled $1.69 billion at year-end
2014.  Additionally, management has demonstrated in the past its
commitment to preserving the company's liquidity position during
difficult market conditions.  Masco was an aggressive purchaser of
its stock from 2003-2007, spending roughly $1.2 billion annually,
on average, on share repurchases and dividends during this period.
The company did not repurchase stock between July 2008 and
September 2014, except for share repurchases to offset the dilutive
effect of stock grants.  In 2009, Masco also reduced its quarterly
dividend from $.235 per common share ($.94 annually) to $0.075 per
share ($0.30 annually), saving approximately $225 million per year.
Last year, the company increased its quarterly dividend by 20% to
$0.09 per share.  The company remains committed to reducing debt by
about $300 - $500 million by 2016.

EXPECTED CONTINUED IMPROVEMENT IN MASCO'S U.S. END-MARKETS

Masco markets its products primarily to the residential
construction sector.  Management estimates that 72% of its 2014
sales were directed to the repair and remodel segment, with the
remaining 28% to the new construction market.  Revenues in North
America accounted for about 81% of 2014 worldwide sales.

Housing metrics increased 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 (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.  Single-family starts in 2014
improved 4.9% to 648,000 while 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
more than 3% to 4.927 million largely due to fewer distressed homes
for sale and limited inventory.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing economy throughout the year.  The
unemployment rate should continue to move lower (averaging 5.8% in
2015).  Credit standards should moderately but steadily ease
throughout next year.  Demographics should be more of a positive
catalyst.  Total housing starts are projected to expand 14% to 1.14
million as single-family starts advance 17.6% and multifamily
volumes gain 7%.  New home sales should grow 18%, while existing
home sales rise 4.3%.

Fitch projects home improvement spending increased 6% in 2014 and
will grow at a similar pace this year.  Spending for discretionary
big-ticket remodeling projects should continue to lag the overall
growth in the home improvement sector somewhat, as credit
availability remains relatively constrained and homeowners remain
cautious in their spending.  However, there are signs that
homeowners are a bit more willing to undertake larger discretionary
projects.

EUROPEAN EXPOSURE

Management estimates that approximately 19% of the company's sales
are directed to international markets, primarily Europe. Management
estimates that the UK accounts for about 28% of its international
operations, while Central Europe and Eastern Europe make up 25% and
9%, respectively.  Southern Europe is about 10% of its
international operations.  Sales from international operations grew
5.8% during 2014 after a 6.2% increase during 2013 and a 5.5%
decline during 2012.  Fitch expects weak growth in the European
markets, as Eurozone GDP is only projected to improve 1.1% during
2015.

BROAD PRODUCT PORTFOLIO

Masco is one of the world's leading manufacturers of home
improvement and building products, which include brand names such
as Delta and Hansgrohe, Kraftmaid and Merillat cabinets, Behr and
Kilz paint, and Milgard windows.

SOLID LIQUIDITY POSITION

The company continues to have solid liquidity, with cash and
equivalents and short-term bank deposits of $1.69 billion (of which
$672 million are held in foreign subsidiaries) and no borrowings
under its $1.25 billion revolving credit facility that matures in
2018.  Fitch expects Masco will have cash in excess of $1 billion
during 2015 and will continue to have access to its revolver as the
company has sufficient room under the facility's financial
covenants.  Based on the revolver's leverage ratio, as of Dec. 31,
2014, the company had additional borrowing capacity (subject to
availability) of up to $1.2 billion.  Additionally, Masco could
absorb a reduction to shareholder's equity of approximately $747
million and remain in compliance with the facility's leverage
ratio.

The company reduced debt by $200 million during 2013 and has no
major debt maturities until 2015 and 2016, when $500 million and $1
billion of senior notes mature, respectively.  Fitch expects the
company will refinance $1-$1.2 billion of these debt maturities,
reducing overall debt by $300 million to $500 million by 2016.

FREE CASH FLOW GENERATION

Masco reported strong FCF during 2013 and 2014, generating $378
million (4.6%) and $323 million (3.8% of sales), respectively.  By
comparison, the company had FCF of $15 million (0.2%) during 2012
and negative $37 million during 2011.  Masco has historically
reported strong FCF, generating about $5.7 billion during the
2000-2010 periods (approximately 5.2% of total revenues during the
time period).  Fitch expects Masco will generate FCF of
approximately 3.5% - 4.5% of revenues during the next few years.

KEY ASSUMPTIONS

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

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

   -- Home improvement spending advances 6% during 2015;

   -- The company's installation and other services business is
      spun-off in mid-2015;

   -- Masco's revenues (excluding the results of the installation
      business) grow mid single-digits and the company reports
      slight improvement in pro forma operating profit margins in
      2015;

   -- Debt/EBITDA between 3.0x-3.5x and interest coverage at or
      above 4.5x during 2015;

   -- Share repurchases of $400 million to $500 million in 2015;

   -- Debt reduction of $300 million-$500 million by year-end
      2016.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad end-market
trends, as well as company specific activity, particularly FCF
trends and uses, and liquidity position.

Additional positive rating actions may be considered in the next
12-18 months if the housing and home improvement markets continue
to rebound and the company shows sustained improvement in financial
results and credit metrics, including debt to EBITDA levels
approaching 2.5x (and the expectation that leverage is sustained at
or below this level), interest coverage consistently above 6x, and
FCF margin in excess of 3.5%.

On the other hand, a negative rating action may be considered if
the recovery in the U.S. housing and home improvement markets
dissipate, leading to weaker than expected credit metrics,
including EBITDA margins at or below 10%, debt to EBITDA levels
consistently above 4.0x and interest coverage falls below 4.0x.

Fitch has upgraded Masco's ratings as:

   -- IDR to 'BB+' from 'BB';
   -- Senior unsecured debt to 'BB+/RR4' from 'BB';
   -- Unsecured revolving credit facility to 'BB+/RR4' from 'BB'.

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category.  The Recovery Rating (RR) of '4' for Masco's senior
unsecured debt supports a rating of 'BB+', the same as Masco's IDR,
and reflects average recovery prospects in a distressed scenario.



MERCATOR MINERALS: Starcore Closes Purchase of Creston Moly Shares
------------------------------------------------------------------
Starcore International Mines Ltd. on Feb. 19 disclosed that it has
closed the transaction to acquire all of the shares of Creston Moly
Corp. from Deloitte Restructuring Inc., in its capacity as trustee
in bankruptcy of Mercator Minerals Ltd., at a purchase price of
Cdn$2 million.

The closing of the Transaction followed the Supreme Court of Canada
discharging Creston Moly from bankruptcy, clearing the way for
Starcore to continue with the development and further exploration
of Creston's properties.  Creston Moly was formerly a wholly-owned
subsidiary of Mercator Minerals, who acquired Creston Moly in 2011
in a cash-and-shares deal valuing Creston Moly at approximately
Cdn$194 million.  Creston Moly is a British Columbia company that
owns, through its subsidiaries, a 100% interest in three
molybdenum-copper projects:

   -- The El Creston Project in Sonora, Mexico;
   -- The Ajax Project in British Columbia; and
   -- The Molybrook Project in Newfoundland.

The most significant asset in this acquisition was the El Creston
project in Sonora, Mexico which has been advanced to a completed
Preliminary Economic Assessment ("PEA").  The result of this study,
which was based on higher metals prices, indicated that the El
Creston molybdenum-copper deposit had a US $561.9 million net
present value after tax (using an 8% discount rate), the internal
rate of return (after tax) was calculated to be 22.3% and a capital
cost payback was calculated to be four years.

The Ajax Molybdenum Property is comprised of 11,718 hectares and is
located 13 km north of Alice Arm, British Columbia.  The Ajax
Property, one of North America's largest undeveloped molybdenum
deposits occupying a surface area of approximately 600 by 650
metres, is a world class primary molybdenum property in the
advanced stage of exploration.

Creston's Molybrook molybdenum property located on the south coast
of Newfoundland is centered 2.5 km from the outport of Grey River
less than 4 kilometers from a deep water, ice free navigable fjord.
The property hosts a 3 km long trend in which at least three zones
of at surface molybdenum mineralization occur: Molybrook, Wolf and
Chimney Pond.  To date, almost all exploration has been completed
on the Molybrook Zone where a large porphyry molybdenum deposit has
been outlined.

"We saw an opportunity to acquire a tremendously undervalued asset
in Creston Moly, and we took it," said Robert Eadie, President of
Starcore.

                          About Starcore

Starcore is engaged in exploring, extracting and processing gold
and silver through its wholly-owned subsidiary, Compania Minera
Pena de Bernal, S.A. de C.V., which owns the San Martin mine in
Queretaro, Mexico.  The Company is a public reporting issuer on the
Toronto Stock Exchange.  The Company is also engaged in owning,
acquiring, exploiting, exploring and evaluating mineral properties,
and either joint venturing or developing these properties further.
The Company has interests in properties located in Mexico, Canada
and the United States.

                     About Mercator Minerals

Mercator Minerals Ltd., a TSX listed base metals mining company,
operates the wholly-owned copper/molybdenum/silver Mineral Park
Mine in Arizona, USA.  Mercator also wholly-owns two development
projects in Sonora, Mexico: the copper heap leach El Pilar project
and the molybdenum/copper El Creston project.



MGM RESORTS: Incurs $342 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $342 million on $2.38 billion of revenues for the three
months ended Dec. 31, 2014, compared to a net loss attributable to
the Company of $56.8 million on $2.51 billion of 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 $150 million on $10.08 billion
of revenues compared to a net loss attributable to the Company of
$172 million on $9.80 billion of revenues for the same period
during the prior year.

As of Dec. 31, 2014, MGM Resorts had $26.7 billion in total assets,
$19.07 billion in total liabilities, and $7.62 billion in total
stockholders' equity.

"MGM Resorts International reported its best fourth quarter EBITDA
since the peak in 2007 and its best full year in six years at its
wholly owned domestic resorts.  For the full year, CityCenter
resort operations and MGM China each achieved record performances,"
said Jim Murren, Chairman & CEO of MGM Resorts International.
"When I reflect on this year, I am extremely proud of the
accomplishments of the MGM Resorts International team and believe
that 2015 will be another great year.  In fact, we are already off
to a good start with strong January results in the U.S."

"As a result of a successful year and our continued focus on our
balance sheet, we improved leverage and raised significant capital
in 2014," said Dan D'Arrigo, executive vice president, CFO and
treasurer of MGM Resorts International.  "We believe that our
improved cash flows, the announced dividends from MGM China, $1.25
billion in capital raised in the fourth quarter, along with
revolver availability provides us with adequate liquidity to fund
our 2015 maturities and growth initiatives."

The Company's cash balance at Dec. 31, 2014, was $2.3 billion,
which included $546 million at MGM China.  At Dec. 31, 2014, the
Company had $2.7 billion of borrowings outstanding under its
$3.9 billion senior secured credit facility and $553 million
outstanding under the $2 billion MGM China credit facility.

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

                        http://is.gd/7Yfa1x

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  See
http://www.mgmresorts.com/

MGM Resorts reported a net loss attributable to the Company of
$157 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.

                           *     *     *

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MGM RESORTS: Paulson & Co. Stake Down to 1.42% as of Dec. 31
------------------------------------------------------------
Paulson & Co. Inc. disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2014, it beneficially owned 6,972,800 shares of common stock of
MGM Resorts International which represents 1.42 percent of the
shares outstanding.  It previously held 37,417,600 common shares or
7.65 percent equity stake as of Dec. 31, 2011.  A full-text copy of
the regulatory filing is available at

                        http://is.gd/mbtsyP

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  See
http://www.mgmresorts.com/

MGM Resorts reported a net loss attributable to the Company of
$157 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.

                           *     *     *

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.




MORGANS HOTEL: Ameriprise Reports 5% Stake as of Dec. 31
--------------------------------------------------------
Ameriprise Financial, Inc. and Columbia Management Investment
disclosed in a Schedule 13G filed with the U.S. Securities and
Exchange Commission that as of Dec. 31, 2014, they beneficially
owned 1,797,335 shares of common stock of Morgans Hotel Group Co
which represents 5.23 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/7Jp5nU

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel has been in the red the past five years.  It
reported a net loss attributable to common stockholders of $57.5
million on $236 million of total revenues for the year ended
Dec. 31, 2013, as compared with a net loss attributable to common
stockholders of $66.8 million on $190 million of total
revenues in 2012.  Morgans Hotel posted a net loss of $88.0
million on $207.3 million of total revenues in 2011, a net loss
of $83.6 million on $236 million of total revenues in 2010,
and a net loss of $101.6 million on $225 million of total
revenues in 2009.


NAPERVILLE THEATER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Naperville Theater, LLC
           dba Hollywood Palms Cinema
           dba Hollywood Palms
        352 South Rt. 59
        Naperville, IL 60540

Case No.: 15-05384

Chapter 11 Petition Date: February 18, 2015

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

Judge: Hon. Benjamin Goldgar

Debtor's Counsel: David A. Newby, Esq.
                  COMAN & ANDERSON, P.C.
                  650 Warrenville Rd., Suite 500
                  Lisle, IL 60532
                  Tel: 630-428-2660
                  Fax: 630-428-2549
                  Email: dnewby@comananderson.com
                         khaskell@comananderson.com

Total Assets: $810,011

Total Liabilities: $8.28 million

The petition was signed by Alex Moglia, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb15-05384.pdf


NATIONAL MENTOR: S&P Retains 'B+' CCR Following $55MM Debt Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' corporate credit
rating and issue-level ratings on U.S.-based National Mentor
Holdings Inc. are unchanged by the proposed increase to the term
loan.  The company plans to expand its term loan B by $55 million
and use the proceeds to repay the balance of its 12.5% senior
unsecured notes.  S&P expects to withdraw the ratings on the senior
unsecured notes once they are fully repaid.

The ratings on National Mentor reflect its position in the highly
fragmented and competitive behavioral health care market and
exposure to third-party reimbursement risk, which supports S&P's
business risk profile assessment of "weak".  The ratings also
reflect S&P's expectation that leverage will range between 4x and
5x, which S&P incorporates into its assessment of the company's
financial risk profile of "aggressive".  National Mentor provides
services to individuals with intellectual and developmental
disabilities (I/DD), post-acute specialty rehabilitation services
(SRS) for individuals with acquired brain injuries, and services
for at-risk youth (ARY).

RATINGS LIST

National Mentor Holdings Inc.
Corporate Credit Rating            B+/Stable/--

Ratings Unchanged

National Mentor Holdings Inc.
$655 Mil. Term Bank Loan           B+
  Recovery Rating                   3



NAUTILUS HOLDINGS: Amended Joint Chapter 11 Plan Now Effective
--------------------------------------------------------------
Nautilus Holdings Limited and its debtor-affiliates notified the
U.S. Bankruptcy Court for the Southern District of New York that
their Second Amended Chapter 11 Joint Plan of Reorganization became
effective following the Court issued an order confirming the
Debtors' Amended Plan on Jan. 30, 2015.

All applications seeking approval of professional fee claims will
be filed no later than 30 days after the the effective date, and
must comply with the applicable provisions of the Bankruptcy Rules,
the local Bankruptcy Rules, and any applicable order of the
Bankruptcy Court.

                   About Nautilus Holdings

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.


NAVISTAR INTERNATIONAL: Discovery Reports 5.3% Stake as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Discovery Capital Management, LLC and Robert
K. Citrone disclosed that as of Dec. 31, 2014, they beneficially
owned 4,306,417 shares of common stock of Navistar International
Corporation representing 5.3 percent of the shares outstanding.  

All securities reported are owned by advisory clients of Discovery
Capital Management, LLC.  None of the advisory clients individually
own more than 5% of the outstanding Shares.

A copy of the regulatory filing is available at:

                        http://is.gd/qhoU5w

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $619 million for the year ended Oct. 31, 2014, compared
to a net loss attributable to the Company of $898 million for the
year ended Oct. 31, 2013.

As of Oct. 31, 2014, the Company had $7.44 billion in total
assets, $12.06 billion in total liabilities, and a $4.62 billion
stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating.  The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'.  "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings.  The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.


NEWCASTLE ST. JOHNS: Case Summary & Top Unsecured Creditor
----------------------------------------------------------
Debtor: Newcastle St. Johns, LLC
        195 Comfort Road
        Palatka, FL 32177

Case No.: 15-00670

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 18, 2015

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

Debtor's Counsel: Peter N Hill, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681
                  Email: phill@whmh.com

Total Assets: $0

Total Liabilities: $2.52 million

The petition was signed by Deborah Keith, managing member.

The Debtor listed WM Capital Partners XL, LLC, as its largest
unsecured creditor holding a claim of $2.52 million.

A full-text copy of the petition is available at:

             http://bankrupt.com/misc/flmb15-00670.pdf


NORTH AMERICAN HEALTH: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
North American Health Care, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 15-10610) on Feb. 6, 2015,
estimating its assets at between $1 million and $10 million and its
liabilities at between $1 million and $10 million.  The petition
was signed by John L. Sorensen, president and chief executive
officer.

Judge Mark S Wallace presides over the case.  David L. Neale, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, serves as the Debtor's
bankruptcy counsel.

Katie Thomas at The New York Times reports that the Debtor was
fined by the state of California for substandard care and was
facing multiple lawsuits by patients and their families.  According
to the NY Times, the plaintiffs' lawyers described the Debtor's
bankruptcy filing as a way of avoiding accountability.

"The bankruptcy laws were created for a legitimate purpose -- when
an entity is underwater -- but this entity is highly profitable.
It's a strategic defense mechanism to try to get the plaintiffs to
go away and not get their day in court," the NY Times quoted Lesley
Clement, Esq., an attorney for the family of a woman who fell in
one of the chain's facilities, Rosewood Post-Acute Rehab in
Carmichael, California, and later died.

The NY Times relates that defenders of the Debtor's strategy say
they are facing mounting lawsuits from overly aggressive trial
lawyers.  The Company said in court documents that it was
profitable and "cash-flow positive" but risked going out of
business if the lawsuits succeeded.

North American Health Care is a nursing home headquartered in Dana
Point, California.  It operates more than 30 homes in California
and other Western states.



NPS PHARMACEUTICALS: ING Groep No Longer Owns Shares
----------------------------------------------------
ING Groep N.V. and ING Bank N.V. no longer own common stock in NPS
Pharmaceuticals, Inc., according to a Securities and Exchange
Commission document.  The reporting persons last year disclosed
beneficial ownership of 6,000,000 common shares or 5.64 percent
equity stake.  A copy of the regulatory filing is available for
free at http://is.gd/Gtys6D

                     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: Wells Fargo Stake Down to 2% as of Jan. 31
---------------------------------------------------------------
Wells Fargo & Company disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that as of Jan. 31, 2015,
it beneficially owned 2,140,007 shares of common stock of NPS
Pharmaceuticals Inc. which represents 2 percent of the shares
outstanidng.  Wells Fargo previously reported beneficial ownership
of 5,883,894 common shares as of Dec. 31, 2014.  A copy of the
regulatory filing is available at http://is.gd/iNGur9

                     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.


OHCMC-OSWEGO LLC: Modified Plan Declared Effective January 15
-------------------------------------------------------------
OHCMC-OSWEGO LLC notified the Hon. Carol A. Doyle of the U.S.
Bankruptcy Court for the Northern District of Illinois that its
modified Chapter 11 plan of liquidation became effective as of Jan.
15, 2015, as the parties consummated the sale of their assets upon
the completion of, inter alia, the payment of the sale proceeds and
the resolution of rental payment pro-rations.

The Debtor said each of the conditions precedent to consummation of
the plan enumerated in Section 9.02 of the plan have been satisfied
or waived in accordance with the plan and the confirmation order.

The Debtor noted the deadline to file all objections to Claims
shall be no later than 45 days after the effective date, or March
8, 2015.  In addition, all persons requesting payment of any
administrative claim, including but not limited to professional fee
claims, and other administrative claims, must file applications for
payment no later than 30 days after the effective date, or Feb, 14,
2015.

                         About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

The U.S. Bankruptcy Court confirmed the Debtor's Modified Plan of
Liquidation dated June 30, 2014, which contemplates a sale of the
Debtors' assets.

No trustee, examiner or creditors' committee has been appointed in
the case.


ORBITAL SCIENCES: Moody's Withdraws Ba1 CFR After Alliant Merger
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Orbital Sciences
Corporation.  The ratings were withdrawn because Orbital's debts
have been repaid following its merger with Alliant Techsystems
Inc., with the new company now called Orbital ATK, Inc. Orbital
Sciences Corporation is now a wholly-owned subsidiary of Orbital
ATK, Inc.

Outlook Actions:

Issuer: Orbital Sciences Corporation

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: Orbital Sciences Corporation

  -- Probability of Default Rating, Withdrawn , previously rated
     Ba2-PD

  -- Speculative Grade Liquidity Rating, Withdrawn , previously
     rated SGL-1

   -- Corporate Family Rating (Local Currency), Withdrawn ,
      previously rated Ba1

   -- Senior Secured Bank Credit Facility (Local Currency)
      Dec. 12, 2017, Withdrawn , previously rated Ba1 (LGD3, 34%)

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small/medium space and missile systems for commercial,
civil government and military customers.


PASSAIC HEALTHCARE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Passaic Healthcare Services LLC dba Allcare Medical filed its
schedules of assets and liabilities, and statement of financial
affairs in the U.S. Bankruptcy Court for the District of New
Jersey, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               
  B. Personal Property           $15,663,665
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,224,709
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $234,996
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,274,707
                                 -----------      -----------
        TOTAL                    $15,663,665      $46,734,414

A full-text copy of the amended schedules is available for free
at http://is.gd/6CKCRY

                      About Passaic Healthcare

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014.
The case is assigned to Judge Christine M. Gravelle.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

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

The Debtor's exclusive period to propose a plan of reorganization
expires on April 30, 2015.


PASSAIC HEALTHCARE: US Trustee Forms Five-Member Creditors Panel
----------------------------------------------------------------
Andrew V. Vara, the U.S. Trustee for Region 3, appointed five
creditors to serve on the Official Committee of Unsecured Creditors
for the Chapter 11 bankruptcy cases of Passaic Healthcare Services
LLC dba Allcare Medical.

The members of the Committee are:

  a) Essex Capital Corporation
     1486 East Valley Road
     Santa Barbara, CA 93108
     Tel: 805-565-0992
     Fax: 805-565-0993
     Attn: Ralph T. Iannelli

  b) A-1 International, Inc.
     2226 Morris Avenue
     Union, NJ 07083
     Tel: 908-851-2288
     Fax: 908-688-3733
     Attn: Barbara Knapp

  c) Richard Lerner (Chairperson)
     21 Grand Avenue
     Atlantic Highlands, NJ 07716
     Tel: 848-203-2617
     Fax: 908-688-5785

  d) Medline Industries, Inc.
     1 Medline Place
     Mundelein, IL 60060
     Tel: 847-643-4163
     Fax: 866-914-2729
     Attn: Shane M. Reed

  e) Invacare Corporation
     1320 Taylor Street
     Elyria, OH 44035
     Tel.: 440-329-6171
     Fax: 440-326-3520
     Attn: Frederick C. Bougher

                      About Passaic Healthcare

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014.
The case is assigned to Judge Christine M. Gravelle.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

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

The Debtor's schedules of assets and liabilities and other
incomplete filings are due Jan. 14, 2015.  The Debtor's exclusive
period to propose a plan expires on April 30, 2015.


PHILADELPHIA SD: Moody's Gives Ba3 Underlying Rating to 2015 Bonds
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 underlying and A1
enhanced rating to the Philadelphia School District, PA's Series
$46.2 million 2015A, $29.2 million 2015B, $45.1 million 2015C
(Taxable), and $130.2 million 2015D General Obligation Bonds and to
the State Public School Building Authority's $63.7 million School
Lease Revenue Refunding Bonds (School District of Philadelphia
Project), Series 2015A. Concurrently, Moody's has affirmed the Ba3
underlying and A1 enhanced rating on the district's outstanding GO
and GO-secured lease debt. The outlook on the underlying rating is
negative.

Post-sale, the district will have $3.2 billion of GO and GO-secured
lease debt outstanding.

Issue: School Lease Revenue Refunding Bonds (The School District of
Philadelphia Project) Series 2015A; Underlying Rating: Ba3;
Enhanced Rating: A1; Sale Amount: $63,745,000; Expected Sale Date:
03-02-2015; Rating Description: General Obligation

Issue: General Obligation Bonds Series 2015A; Underlying Rating:
Ba3; Enhanced Rating: A1; Sale Amount: $46,150,000; Expected Sale
Date: 03-02-2015; Rating Description: General Obligation

Issue: General Obligation Refunding Bonds Series 2015B; Underlying
Rating: Ba3; Enhanced Rating: A1; Sale Amount: $29,165,000;
Expected Sale Date: 03-02-2015; Rating Description: General
Obligation

Issue: General Obligation Refunding Bonds Series 2015C; Underlying
Rating: Ba3; Enhanced Rating: A1; Sale Amount: $45,120,000;
Expected Sale Date: 03-02-2015; Rating Description: General
Obligation

Issue: General Obligation Refunding Bonds Series 2015D; Underlying
Rating: Ba3; Enhanced Rating: A1; Sale Amount:$130,175,000;
Expected Sale Date: 03-02-2015; Rating Description: General
Obligation

Summary Rating Rationale

The affirmation of the Ba3 rating incorporates the new revenues the
district now has to stabilize its budget and help arrest the
deterioration of its educational services. The district will
continue to struggle to balance its budget and deliver core
services given the large and growing fixed costs, including charter
school tuition, particularly in the context of the district's lack
of authority to increase property taxes or generate other
revenues.

The rating also reflects the district's large urban tax base with a
weak overall socioeconomic profile, and a moderately high debt and
pension burden.

The A1 enhanced rating on all of the district's direct general
obligation debt reflects Moody's current assessment of the
Pennsylvania School District Fiscal Agent Agreement Intercept
Program, which provides for the pre-default intercept of state aid
in the event of a payment failure by the district. Moody's affirmed
an enhanced A1 rating on all of the GO-secured debt issued through
the State Public School Building Authority, reflecting the SPSBA
Lease Intercept Program, through which the state treasurer
withholds appropriated state aid and makes payments directly to the
bond trustee. The ratings on both programs reflect the credit
profile of the Commonwealth itself, whose general obligation bonds
are rated Aa3 with a stable outlook.

Outlook

The negative outlook on the underlying rating incorporates the
district's ongoing difficulties in halting the erosion of its
educational services amd continued financial challenges.

New revenues will help the district achieve a balanced budget for a
few years, but over the long term, the district will face ongoing
challenges in delivering core services as it continues to lose
enrollment to charter schools.

What Could Make The Rating Go UP (Removal Of Negative Outlook)

-- Attainment of permanent revenue sources to ensure balanced
    budgets

-- Halting the migration of students to charter schools

What Could Make The Rating Go DOWN

-- Continued loss of students to charter schools leading to
    bigger and less flexible cost structure

-- Failure to balance budget

Obligor Profile

The Philadelphia School District is the biggest public school
district in Pennsylvania and the eighth-biggest in the country. The
district operates 218 schools with enrollment (excluding charters)
of 142,266. The district employs more than 8,000 teachers.

Legal Security

The district's GO bonds are secured by the district's general
obligation pledge. The district's SPSBA lease revenue bonds are
secured by lease payments made by the district to the SPSBA. Under
the lease agreement with SPSBA, the district covenants that the
lease payments represent a general obligation of the district;
Moody's therefore rate it on parity with the district's GO bonds.

Use of Proceeds

Proceeds of the 2015A General Obligation Bonds ($46.2 million) will
be used to fund information technology upgrades.

Proceeds of the Series 2015A SPSBA lease revenue bonds ($63.7
million) will be used to advance refund portions of the district's
2006A SPSBA bonds; proceeds of the 2015B GO Bonds ($29.2 million)
will be used to currently refund the district's 2005B and advance
refund its 2005D GO bonds; proceeds of the 2015C GO Bonds ($45.1
million) will be used to advance refund the district's 2005C bonds;
and proceeds of the 2015D bonds ($130.2 million) will be used to
advance refund the district's 2005A bonds.

The aggregate savings for the refunding series is an estimated net
present value of $23.4 million, or 8.1% of par.

Rating Methodology

The principal methodology used in the underlying rating was US
Local Government General Obligation Debt published in January 2014.
The principal methodology used in the enhanced rating was State Aid
Intercept Programs and Financings: Pre and Post Default published
in July 2013.


PORT AGGREGATES: Amends List of Top Unsecured Claims
----------------------------------------------------
Port Aggregates, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Louisiana an amended list of creditors holding
the 20 largest unsecured claims:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Vulcan Const. Materials LP         Materials Supply    $2,051,985
PO Box 11407                       Debt
Drawer 0344
Birmingham, AL 35246-0344

Vulcan Const. Materials LP         Materials Supply      $691,563
                                   Debt

Terral RiverServices Inc.          Materials Hauling     $238,519
10100 Hwy 65 S
Lake Providence, LA 71254

Vulcan Const. Materials LP                               $107,960

Calcasieu Parish Sales                                    $97,170

Louisiana Department                                      $86,872

Kirk W. Trahan                                            $83,000

Trico Construction Co. Inc.                               $66,306

Holly Guinn Durkes                                        $60,000

Adam G. Guinn                                             $60,000

Blue Cross Blue Shield                                    $20,008

Andrew Guinn, Sr.                                         $18,863

Trinity Materials Inc.                                    $17,843

L C Harbor & Terminal                                     $13,704

Calcasieu Parish Sales                                    $10,978

Holland & Knight                                           $6,968

Gulf Coast Scales Inc.                                     $6,496

Western Real Estate LLC                                    $6,478

Acadia Parish School Board                                 $6,336

CLM Equipment Co. Inc.                                     $6,035

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.  The Debtor estimated $10
million to $50 million in assets and debt.  

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.

The case is assigned to Judge Robert Summerhays.  The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.



PORT AGGREGATES: Files Schedules of Assets and Debt
---------------------------------------------------
Port Aggregates, Inc., filed its U.S. Bankruptcy Court for the
Western District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,367,215
  B. Personal Property           $30,778,513
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,014,028
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $413,243
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,292,765
                                 -----------      -----------
        TOTAL                    $34,145,728      $15,720,035

A copy of the schedules is available for free at:

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

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.  The Debtor estimated $10
million to $50 million in assets and debt.  

The Debtor is required to submit a Chapter 11 plan and disclosure
statement by April 20, 2015.

The case is assigned to Judge Robert Summerhays.  The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.



QUICKSILVER RESOURCES: Mount Kellett Has 7.4% Stake at Dec. 31
--------------------------------------------------------------
Mount Kellett Capital Management LP disclosed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, it
beneficially owned 13,239,146 shares of common stock of
Quicksilver Resources, which represents 7.4 percent of the shares
outstanding.

As of Dec. 31, 2014, certain funds and managed accounts affiliated
with Mount Kellett hold an aggregate of 13,239,146 shares of the
common stock, par value $0.01 per share, of Quicksilver Resources.
Based on the Company's Form 10-Q filed with the SEC on Nov. 10,
2014, as of Oct. 31, 2014, there were 179,983,515 Common Shares
issued and outstanding.

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

                        http://is.gd/x7zB7Z

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources posted net income of $162 million in 2013
following a net loss of $2.35 billion in 2012.  The Company's
balance sheet at Sept. 30, 2014, showed $1.26 billion in total
assets, $2.36 billion in total liabilities and a $1.09 billion
stockholders' deficit.

Quicksilver in February 2015 disclosed it may need to seek
voluntary protection under Chapter 11 of Bankruptcy Code if it
won't be successful in restructuring its indebtedness.  This
announcement came after the Company had decided not to make the
approximately $13.6 million interest payment due Feb. 17, 2015, on
its 9.125% senior notes due 2019.



QUICKSILVER RESOURCES: Skips Interest Payment; Ch. 11 Filing Looms
------------------------------------------------------------------
Quicksilver Resources Inc. disclosed it may need to seek voluntary
protection under Chapter 11 of Bankruptcy Code if it won't be
successful in restructuring its indebtedness.

This announcement came after the Company had decided not to make
the approximately $13.6 million interest payment due Feb. 17, 2015,
on its 9.125% senior notes due 2019.  Under the terms of the
indenture governing the 2019 Notes, the company has a 30-day grace
period before the failure to make the interest payment results in
an event of default.

"The company believes it is in the best interests of its
stakeholders to continue to focus on actively addressing the
company's debt and capital structure and intends to continue
discussions with its creditors during the 30-day grace period.  If
the company does not make the interest payment before the end of
the grace period, the trustee or the holders of at least 25% in the
aggregate principal amount of the outstanding 2019 Notes may
declare the principal and accrued interest for all 2019 Notes due
and payable immediately.  The acceleration of the principal under
the 2019 Notes would also result in defaults under the terms of
other indebtedness of the company," according to a press
statement.

The Company has retained Houlihan Lokey Capital, Inc., Deloitte
Transactions and Business Analytics LLP, and other advisors to
collectively assist with the evaluation of the Company's options to
address near-term debt maturities, enhancement of its liquidity
position, and evaluation of strategic alternatives.  However, there
can be no assurances that the Company will be able to successfully
restructure its indebtedness, improve its short- and long-term
liquidity position, or complete any strategic transactions in a
timely manner or at all.

                          *     *     *

The Star-Telegram reports that the missed interest payment was tied
to senior notes that come due in 2019.  The Company, according to
the report, said that unless the payment is made within a 30-day
grace period, the trustees or holders of at least 25% of the bonds
would ask to be paid for the principal and the interest owed,
triggering defaults under the terms of other debt.  The report
recalls that company officials said during a May 2014 conference
call that the debt was at $1.99 billion.

The announcement of a possible bankruptcy didn't come as a shock to
those familiar with the Company's financial troubles, Jim Magill at
Platts.com reports, citing an equity analyst who asked to remain
anonymous.  The analyst, Platts.com relates, said that the Company,
a victim of sustained low gas prices over a number of years and an
inability to sell some of its less-commercial assets, will likely
have to "do some kind of restructuring," either a so-called
prepackaged bankruptcy proceeding or a more problematic
non-prepackaged bankruptcy.

The Star-Telegram reports that David Erdman, the Company's director
of media and investor relations, said that the Company laid off 10%
of its 350 workers in the U.S. and Canada to align with its
"expected activity levels," and declined to tie it to the Company's
mounting financial problems.

The Star-Telegram adds that the Company was delisted from the New
York Stock Exchange in January 2015 when the average price of its
stock dropped below $1 for more than 30 days.

According to a press release, Crestwood Midstream Partners LP,
which carries natural gas for the Company in the Barnett Shale,
said it expects to be paid $9 million for services in February, and
that "in the event that KWKA does file for Chapter 11 bankruptcy,
we will actively participate in the proceedings and believe our
business in the Barnett Shale is well positioned."  Nicholas
Sakelaris at Dallas Business Journal says that the Company is
currently trading over the counter as KWKA.

The Business Journal relates that Crestwood Midstream believes it
will be paid in a timely manner because it has liens to secure
payment for services rendered before any potential bankruptcy
filing and because of existing agreements.  StreetInsider.com adds
that Crestwood Midstream will continue to cooperate in good faith
in any restructuring process and will provide updates of material
developments as they occur.

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources posted net income of $161.61 million in 2013
following a net loss of $2.35 billion in 2012.  The Company's
balance sheet at Sept. 30, 2014, showed $1.26 billion in total
assets, $2.36 billion in total liabilities and a $1.09 billion
stockholders' deficit.



QUICKSILVER RESOURCES: SPO No Longer a 5% Owner as of Dec. 31
-------------------------------------------------------------
As of Dec. 31, 2014, SPO Partners II, L.P., et al., have ceased to
be the beneficial owners of more than five percent of the shares of
common stock of Quicksilver Resources.

John H. Scully reported ownership of 19,900 shares, which shares
are held in Mr. Scully's individual retirement account, which is
self-directed.

Edward H. McDermott also reported ownership of 2,300 common shares,
which shares are held in Mr. McDermott's individual retirement
account, which is self-directed.

A copy of the regulatory filing is available at:

                        http://is.gd/ie0r82

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

Quicksilver Resources posted net income of $162 million in 2013
following a net loss of $2.35 billion in 2012.  The Company's
balance sheet at Sept. 30, 2014, showed $1.26 billion in total
assets, $2.36 billion in total liabilities and a $1.09 billion
stockholders' deficit.

Quicksilver in February 2015 disclosed it may need to seek
voluntary protection under Chapter 11 of Bankruptcy Code if it
won't be successful in restructuring its indebtedness.  This
announcement came after the Company had decided not to make the
approximately $13.6 million interest payment due Feb. 17, 2015, on
its 9.125% senior notes due 2019.



RADIOSHACK CORP: Bankruptcy Is Assisted Suicide, Creditors Claim
----------------------------------------------------------------
Tom Hals at Reuters reports that the the Official Committee of
Unsecured Creditors in the RadioShack Corp. Chapter 11 case has
asked the U.S. Bankruptcy Court for the District of Delaware for
subpoena power to investigate their suspicions that the Debtor
timed its bankruptcy to benefit a hedge fund trading strategy even
though it cost the Debtor millions of dollars in added losses.

Reuters relates that the Official Committee of Unsecured Creditors
wants to access nonpublic information they claim could confirm that
the Debtor's bankruptcy was an "assisted suicide" led by its
largest shareholders, the Standard General hedge fund and LiteSpeed
Management.  "There are too many unanswered questions," the
Committee said in court documents.

The Committee wants to know if Standard General and LiteSpeed used
nonpublic information and a financing agreement in October to delay
the Debtor's bankruptcy until 2015, Reuters states.  The report
says that the Committee asked to take discovery from former
directors, officers, advisors and Standard General and LiteSpeed.

According to Reuters, the Committee said that the Debtor should
have filed for bankruptcy in May 2014, when it first planned to
shut down more than 1,000 unprofitable stores, a plan that was
blocked by lenders, leading to continued losses.  The Committee
said in court documents that the hedge funds were allegedly working
with Standard General, and that if the Debtor had filed for
bankruptcy before Dec. 20, 2014, the hedge funds would have had to
pay out on credit default swaps, a type of credit insurance.

Reuters reports that Standard General has denied the allegations
and said that it was disappointed the company had filed for
bankruptcy.

                   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 and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. 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: Can Hire Prime Clerk as Claims & Noticing Agent
----------------------------------------------------------------
RadioShack Corporation, et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to appoint
Prime Clerk LLC as claims and noticing agent.

Prime Clerk will perform the following services:

   (a) Prepare and serve required notices and documents in their
Chapter 11 cases in accordance with the Bankruptcy Code and the
Bankruptcy Rules in the form and manner directed by the Debtors
and/or the Court, including (i) notice of the commencement of the
Chapter 11 cases and the initial meeting of creditors under
Bankruptcy Code Section 341(a), (ii) notice of any claims bar date,
(iii) notices of transfers of claims, (iv) notices of objections to
claims and objections to transfers of claims, (v) notices of any
hearings on a disclosure statement and confirmation of the Debtors'
plan or plans of reorganization, including under Bankruptcy Rule
3017(d), (vi) notice of the effective date of any plan and (vii)
all other notices, orders, pleadings, publications and other
documents as the Debtors or Court may deem necessary or appropriate
for an
orderly administration of these chapter 11 cases;

   (b) Maintain an official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs, listing
the Debtors' known creditors and the amounts owed thereto;

   (c) Maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core" service
list consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010 and update and make
said lists available upon request by a party-in-interest or the
Clerk;

   (d) Furnish a notice to all potential creditors of the last date
for filing proofs of claim and a form for filing a proof of claim,
after such notice and form are approved by the Court, and notify
said potential creditors of the existence, amount and
classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
(or the lack thereof, in cases where the Schedules indicate no debt
due to the subject party) on a customized proof of claim form
provided to potential creditors;

   (e) Maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;

   (f) For all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven (7)
business days of service which includes (i) either a copy of the
notice served or the docket number(s) and title(s) of the
pleading(s) served, (ii) a list of persons to whom it was served
(in alphabetical order) with their mailing or email addresses as
appropriate, (iii) the manner of service and (iv) the date served;

   (g) Process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy and
maintain the original proofs of claim in a secure area;

   (h) Maintain the official claims register for each Debtor on
behalf of the Clerk; upon the Clerk's request, provide the Clerk
with certified, duplicate unofficial Claims Registers; and specify
in the Claims Registers the following information for each claim
docketed: (i) the claim number assigned, (ii) the date received,
(iii) the name and address of the claimant and agent, if
applicable, who filed the claim, (iv) the amount asserted, (v) the
asserted classification(s) of the claim, (vi) the applicable Debtor
and (vii) any disposition of the claim;

   (i) Implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;

   (j) Record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);

   (k) Relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk, not less
than weekly;

   (l) Upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Registers for the Clerk's review;

   (m) Monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the Claims Register
and any service or mailing lists, including to identify and
eliminate duplicative names and addresses from such lists;

   (n) Identify and correct any incomplete or incorrect addresses
in any mailing or service lists;

   (o) Assist in the dissemination of information to the public and
respond to requests for administrative information regarding the
Chapter 11 cases as directed by the Debtors or the Court, including
through the use of a case website and/or call center;

   (p) Monitor the Court's docket in the Chapter 11 cases and, when
filings are made in error or containing errors, alert the filing
party of such error and work with them to correct any such error;

   (q) If the Chapter 11 cases are converted to cases under chapter
7 of the Bankruptcy Code, contact the Clerk's office within three
days of notice to Prime Clerk of entry of the order converting the
cases;

   (r) Thirty (30) days prior to the close of these chapter 11
cases, to the extent practicable, request that the Debtors submit
to the Court a proposed order dismissing Prime Clerk as Claims and
Noticing Agent and terminating its services in such capacity upon
completion of its duties and responsibilities and upon the closing
of these chapter 11 cases;

   (s) Within seven (7) days of notice to Prime Clerk of entry of
an order closing these chapter 11 cases, provide to the Court the
final version of the Claims Registers as of the date immediately
before the close of the chapter 11 cases; and

   (t) At the close of these chapter 11 cases, (i) box and
transport all original documents, in proper format, as provided by
the Clerk's office, to (A) the Philadelphia Federal Records Center,
14700 Townsend Road, Philadelphia, PA 19154 or (B) any other
location requested by the Clerk's office; and (ii) docket a
completed SF-135 Form indicating the accession and location numbers
of the archived claims.

Prime Clerk will be paid the following hourly rates:

      Analyst                          $30-$45
      Technology Consultant            $50-$75
      Consultant                       $70-$120
      Senior Consultant               $130-$150
      Director                        $160-$175

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $50,000.

Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk LLC, assures the Court that his agency is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

                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.

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


REED AND BARTON: Files for Ch. 11 with Deal to Sell to Lifetime
---------------------------------------------------------------
Silverware manufacturer Reed and Barton Corporation sought Chapter
11 bankruptcy protection with a deal to sell its assets to Lifetime
Brands, Inc., for $15 million in cash and debt, absent higher and
better offers.

Lifetime has agreed to purchase all non-real estate assets for $10
million in cash and $5 million in a promissory note.  The proposed
sale is expressly subject to the solicitation of overbids pursuant
to negotiated bid procedures subject to court approval.  Lifetime
will receive a $750,000 break-up fee payable only in the event of,
and from the proceeds of, a sale to a party other than Lifetime.

Lifetime requires that the two top managers of Reed and Barton, CFO
Charles Daly and CEO Timothy K. Riddle, enter consulting agreements
in order to assist Lifetime with integrating the Reed and Barton
lines.  Lifetime has also required that Reed and Barton maintain
substantially all of its employees and continue to operate for up
to 90 days post-closing in order to assist with transitioning Reed
and Barton's brand and operations.

                             Losses

Sales in fiscal year ended Feb. 1, 2014 totaled $37.5 million,
generating a net loss of $1.53 million.  Although 2014 operations
generated a loss, they also indicated the continuation of a
positive trend since what at least one industry expert termed a
"dismal recession period" starting in 2009.  For the fiscal year
ended Feb. 2, 2013, sales were $31.9 million and generated a loss
of $3.076 million.  Unfortunately, the positive operational
trending came to an abrupt end in fiscal year ending Jan. 31, 2015,
when sales for the nine month period ending Nov. 1, 2014 generated
only $18.4 million in sales, suggesting annualized sales of $24.5
million, and a loss for that nine month period of $2.012 million,
or an annualized loss of $2.68 million.  The dramatic downward
shift in revenues was driven primarily by an unanticipated decline
in orders from the very customers that had largely driven an 18%
increase in revenues from 2013 to 2014, with orders from QVC and
Costco in fiscal year 2014 of $11.8 million decreasing to a
projected $740,000 in fiscal year 2015.

Three retailers, Costco, QVC and Federated Department Stores
(Macy's plus Bloomingdales), account for 40% of the Debtor's
revenues.

"The chapter 11 is necessitated by a combination of on and
off-balance sheet liabilities as well as an evolution of the brick
and mortar retailers that traditionally carried Reed and Barton's
products for sale to consumers.  The funded debt and trade debt
balance sheet entries are not problematic.  There is both a term
loan and a working capital line of credit with Rockland Trust or
its affiliates with aggregate balances as of the Petition Date of
approximately $4.7 million.  As of the Petition Date, trade debt
was approximately $1.74 million total, mainly current and spread
among approximately 75 holders," Timothy K. Riddle, president and
CEO, explained in a court filing.

                       Stages of Ch. 11 Case

Reed and Barton envisions three partially overlapping stages to its
chapter 11 case.  Initially the primary goal is to invoke the
applicable provisions of the Bankruptcy Code to sell the non-real
estate assets of the Company to Lifetime or the highest bidder
identified in a bid solicitation process.  As previously stated,
the sale price in that transaction is $15 million before
adjustment, of which $10 million is cash.  That cash consideration
is projected to be sufficient to provide for full payment to the
Company's sole holder of a perfected secured claim -- Rockland
Trust -- and to leave sufficient funds and additional consideration
to carry out the next stages of the Chapter 11 case and to provide
for a distribution to unsecured creditors.

Because the sale proceeds will not be received until the conclusion
of a postpetition sale process, and because Reed and Barton has and
generates insufficient cash to sustain operations, the Company
requires debtor in possession financing.  The Company has arranged
for funding through debtor-in-possession financing from Reed and
Barton's prepetition lender, Rockland Trust.

Overlapping the conduct of the sale process and likely continuing
after its completion, Reed and Barton intends to work with the
Pension Benefit Guaranty Corporation toward a voluntary distress
termination of the Company's defined benefit pension plan. Although
Reed and Barton made quarterly payments for a number of years in an
attempt to address the plan's underfunding, at one time granting to
the PBGC a now-expired lien on Reed and Barton's real estate, and
also attempted to undertake a sale transaction in which the pension
plan would be assumed by a purchaser, it has become evident that
Reed and Barton can no longer fund its obligations under the
pension plan.  After substantially all of its assets are sold the
Company will have no resources available to fund those obligations
and, while Lifetime initially indicated a willingness to assume the
pension plan, as a result of its due diligence it determined that
it would not do so and no other prospective purchaser has yet
expressed a willingness to assume the pension plan as part of a
sale transaction.

The Company intends to bring about a disposition of those assets of
the Company that Lifetime, or any overbidder, does not acquire.

Under the APA, Lifetime has excluded the Company's real property
from the scope of assets it is acquiring.  The audit report
indicates a value of Reed and Barton's land and buildings as of
Feb. 1, 2014 to be $6,950,546, which is the cost without regard to
depreciation.  The actual book value of the land and buildings as
of Feb. 1, 2014 was approximately $1,337,890.  The Company does not
have an estimate of its current fair market value.  The real
property will be sold, assigned to a plan appointed trustee for
later sale or abandoned.  Because sale of the real property before
the transition of the Company's assets and operations to a
purchaser is unlikely, some amount of the sale proceeds may have to
dedicated to undertake a responsible shut down of the property.
There is also personalty located within the Reed and Barton
headquarters building that is not being acquired by Lifetime
regarding which there may be competing claims of ownership.
Ownership of those assets will have to be determined and, if they
constitute property of the estate, some disposition of those assets
may be appropriate.

Finally, Reed and Barton intends to file and seek confirmation of a
liquidating plan of reorganization in order to provide for the
distribution of remaining cash sale proceeds and the appointment of
a fiduciary to administer and collect the Promissory Note, the
liquidation and recovery of any un-administered assets and the
finalization and closing of the chapter 11 case.

                         First Day Motions

In addition to the sale motion, the Debtor on the Petition Date
filed motions to:

   -- continue using certain existing bank accounts and its cash
management system;

   -- honor certain prepetition obligations to customers;

   -- pay prepetition claims of certain foreign vendors;

   -- pay prepetition wages and benefits;

   -- obtain postpetition financing and use cash collateral;

   -- pay prepetition sales taxes and related obligations; and

   -- implement a key employee incentive plan.

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

   http://bankrupt.com/misc/Reed_Barton_1st_Day_Affidavit.pdf

                       About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware.  Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts.  The privately held company's stock is
owned by 28 record shareholders who either are descendants of Henry
Reed or trusts for their benefit.  Aside from selling its products
in department stores and TV shopping networks, the company has an
on-site factory store in Taunton and a showroom in Atlanta,
Georgia.

Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015.  The case is assigned to Judge Henry J. Boroff.

The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.

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


REED AND BARTON: Proposes $7-Mil. Loan From Prepetition Lender
--------------------------------------------------------------
Reed and Barton Corporation asks the Bankruptcy Court for approval
to obtain postpetition financing of up to $7 million from its
prepetition lender, Rockland Trust Company, and use cash
collateral.

The proposed postpetition financing will, among other things,
permit the Debtor to bridge its working capital needs pending a
sale of assets to a stalking horse bidder (or successful
overbidder).

The Debtor's obligations to Rockland equal to $4.6 million as of
the Petition Date, plus interest, costs, expenses, fees and other
charges pursuant to a Revolving Credit Agreement dated as of July
3, 2012.  The Debtor's obligations to Rockland are secured by
substantially all non-real estate assets of the Debtor.

The Debtor asks the Court to:

   -- enter an interim order authorizing the Debtor to borrow up to
$1.5 million to fund the Debtor's immediate day-to-day operations
and working capital needs;

   -- schedule a final hearing on or before March 20, 2015, to
consider authorizing the Debtor to (i) enter in to the DIP Facility
on a final basis, and (ii) borrow up to $7 million on the terms in
the DIP Credit Agreement, including the roll-up; and

   -- enter interim and final orders authorizing the Debtor to use
cash collateral in which Rockland has an interest.

The salient terms of the DIP Facility are:

    * Advances.  During the interim term of the DIP Facility,
Rockland agrees to advance up to $1.5 million subject to a budget.

    * Letter of Credit.  As a sublimit under the DIP Facility, the
Debtor may request the issuance of letters of credit in an amount
not to exceed $1 million.

    * Interest Rate.  Advances under the DIP Credit Agreement will
bear interest at a rate per annum equal to the Prime Rate plus
0.5%.  During the existence of an Event of Default, the DIP Lender
may increase the interest rate by 2%.

    * Bank Fees.  Upon the closing of the DIP Facility, the Debtor
shall pay the DIP Lender a closing fee of $50,000.  Additionally,
the Debtor will pay the DIP Lender an unused line fee of .315%.

    * Maturity Date.  The date on which the DIP Credit Agreement
matures is March 22, 2015, unless the Final Order will have been
entered on or before such date, in which case the maturity date
will be May 15, 2015.

    * Covenants.  The DIP Credit Agreement contains customary
affirmative and negative covenants for an asset based credit
facility, and also includes bankruptcy specific covenants such as
(i) an obligation to maintain Verdolino & Lowey, P.C., as a
consultant, (ii) the restrictions with respect to the budget, and
(iii) an obligation not to consent to superpriority administrative
expense claims or liens parri passu with, or superior to, those of
the DIP Lender.

    * Liens, Perfection and Priming.  The DIP Lender is granted a
valid, binding and automatically perfected security interests on
all personal and real property that is the DIP collateral, which
include (x) all accounts and all personal property of the Debtor,
(y) all claims and causes of action to which the Debtor may be able
to assert by reason of any avoidance or other power vested in or on
behalf of the Debtor or the estate of the Debtor under Chapter 5 of
the Bankruptcy Code, and (z) all owned real estate of the Debtor.

    * Commitment Termination Date.  All DIP Obligations will be
immediately due and payable and all authority to use the proceeds
of the DIP Facility and to use cash collateral will cease on the
date that is the earlier to occur of any of the following:

         (i) May 15, 2015;

        (ii) the date on which the maturity date of the DIP
Obligations is accelerated and the commitments under the DIP
Facility have been terminated as a result of the occurrence of an
event of default;

       (iii) the failure of the Debtor to obtain entry of the final
order on or before March 22, 2015; or

        (iv) the closing date of a sale of all or substantially all
of the assets of the Debtor as contemplated in the sale motion
following entry of an order by the Bankruptcy Court authorizing the
sale or all substantially all of the assets of the Debtor.

    * Cash Collateral.  The Debtor is authorized to use cash
collateral and to use the advances under the DIP Facility during
the period commencing immediately after the entry of the Interim
Order and terminating upon the occurrence of the Commitment
Termination Date.

    * Adequate Protection. As adequate protection for the interest
of Rockland in the prepetition collateral on account of the
granting of the DIP Liens, subordination to the Professional
Expense Carve Out, the Debtor's use of Cash Collateral, and other
decline in value arising out of the automatic stay or the Debtor's
use, sale, depreciation, or disposition of the Prepetition
Collateral, Rockland will receive adequate protection:

      (i) additional and replacement security interests and liens;

     (ii) an allowed superpriority administrative expense claim;
and

    (iii) additional adequate protection in the form of, among
other things, payment of the reasonable documented out-of-pocket
costs and expenses of its financial advisors and attorneys, and, on
the first day of each calendar month, commencing March 1, 2015,
cash interest at the rates as provided in the Prepetition Credit
Agreement.

                       About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware.  Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts.  The privately held company's stock is
owned by 28 record shareholders who either are descendants of Henry
Reed or trusts for their benefit.  Aside from selling its products
in department stores and TV shopping networks, the company has an
on-site factory store in Taunton and a showroom in Atlanta,
Georgia.

Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015, with a deal to sell its assets to Lifetime Brands, Inc., for
$15 million in cash and debt, absent higher and better offers.

The case is assigned to Judge Henry J. Boroff.

The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.

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


REED AND BARTON: Proposes Incentive Plan for Employees
------------------------------------------------------
Reed and Barton Corporation seeks approval from the Bankruptcy
Court to implement a key employee incentive plan for certain of its
insiders (the "KEIP"), and a key employee retention plan for
non-insiders only (the "KERP"), and to authorize the payments
contemplated thereunder to enable the Debtor to complete an orderly
sale process and to maximize the value of its estate.

                               KERP

The Debtor considers continuity of its non-insider employees to be
critical to its business, the Chapter 11 process and, perhaps most
importantly, the ability to consummate the sale transaction that
provides the underpinnings of the Chapter 11 case.  All Reed and
Barton employees are acutely aware that they are working themselves
out of a job—if they succeed they will effect a sale of their
employer to Lifetime Brands, Inc., and they will no longer be
employed.  Absent continuity of those very same employees, however,
the Debtor's business operations would be compromised, the sale
process would fail because Lifetime Brands has conditioned its
obligation to close the sale transaction on the Reed and Barton
employees providing up to ninety days of "transition services," and
the Debtor's ability to deliver value to its creditors would be
lost.  Given the importance of employee continuity to the
continuation of its business and the success of the sale processes,
the Debtor has developed the KERP.

The proposed KERP would provide as follows:

  (i) Eligible employees would be paid as an administrative expense
an amount equal to four weeks' salary, payable as soon as
administratively possible following the closing of the sale of
substantially all of the Debtor's assets;

(ii) In order to be eligible for the payment under the KERP, an
employee must: (a) not be discharged for cause, as defined herein,
and (b) not voluntarily terminate their employment;

(iii) For the purpose of the KERP, termination "with cause" will
mean termination based upon the gross negligence or willful
misconduct of the employee.

The total cost of the KERP for all of the Debtor's non-insider
employees is approximately $150,000.

The KERP provides retention payments to 70 to 75 non-insider
employees consisting of a payment of four weeks' salary for each
participant.

The Debtors aver it is essential to the success of the Debtor's
Chapter 11 case and the sale processes that the KERP Participants
remain employed until the Sale Date.  The Debtors note that during
the week of Feb. 8, 2015, two longtime employees, one the director
of operations and the other a vice president of sales, gave notice
of their intention to leave Reed and Barton.

While a few of the KERP Participants have titles that include words
such as "vice president" or "director" suggesting officer or
director status, none of the KERP Participants are in reality
insiders.

                               KEIP

The KEIP provides incentive payments to three senior management
employees, including insiders, based solely on success in
increasing the purchase price received by the Debtor for its assets
above the gross sales price that would be realized by the Debtor
were the closing of that sale to have occurred under the terms of
the Asset Purchase Agreement between the Debtor and Lifetime Brands
when agreement in principle was reached as to that deal.

The Asset Purchase Agreement provides for a purchase price of $15
million, payable $10 million in cash and $5 million is a promissory
note.  Lifetime Brands' obligation to close, however, is
conditioned on Reed and Barton having at least $7 million in
inventory on the closing date.  The APA also provides for a dollar
for dollar adjustment of the promissory note to the extent that
"Working Capital," defined generally as the total of accounts
receivable plus inventory less assumed liabilities, varies from $10
million.  Any downward adjustment is limited to the $5 million
amount of the promissory note.  Any upward adjustment is limited to
an increase in the principal amount of the promissory note to $16
million.

When that deal was struck, Working Capital was $8.5 million, which
would have yielded a purchase price of $13.5 million.  The KEIP
establishes that value as a baseline, setting $13.5 million as the
"Threshold Value," and provides incentive for that portion of the
Debtor's management team that can, through careful management,
retain the employees necessary to close the deal and increase the
amount of Working Capital, to do so.

The KEIP Participants have control and oversight over the sale
process and of the Debtor's operations critical to the success of
that sale process.  Incentivizing their performance will ensure
that the sale process is conducted efficiently and quickly, but in
a way which will promote the goal of maximizing the value of the
Debtor's estate for the benefit of all creditors.

The KEIP is purely an incentive, and not retention, based
compensation plan that rewards these KEIP Participants only if the
Debtor achieves certain operational and financial benchmarks that
are directly related to the preservation and maximization of the
value of the Debtor's assets and line of business.  The KEIP
Participants are not guaranteed any payments and must meet specific
targets.

19. The proposed KEIP would provide as:

  (i) The Debtor has limited participation in the KEIP to three
senior employees who will share in an "Incentive Pool" payable as
an administrative expense from the proceeds of the sales of the
Debtor's assets and line of business.  The Debtor believes that all
of the KEIP Participants have the ability to materially impact the
sale processes, including the ability to maximize the recovery to
creditors by effectuating the sales at the highest possible price.

(ii) The Incentive Pool is comprised by the "Sales Proceeds
Incentive" which is based on the gross proceeds received by the
Debtor's estate in one or more transactions involving a sale of the
Debtor's line of business and/or substantially all of the assets of
the Debtor's estate.

(iii) The Sale Proceeds Incentive is designed to increase as gross
proceeds realized through the sales processes escalate.  If the
gross sales proceeds realized by the Debtor's estate are not in
excess of the Threshold Value, the KEIP Participants will earn
$0.00 for the Incentive Pool.  Only if the gross sales proceeds
increase beyond the Threshold Value will the KEIP Participants be
rewarded.

(iv) The highest level of performance that the Debtor has
determined may possibly be achievable through the sales processes
is a sales price of $23 million (the "Maximum Value").  If the
gross sales proceeds realized through the sale processes reaches
the Maximum Value, the KEIP Participants will earn $600,000.00 for
the Incentive Pool.  The amount of the Incentive Pool cannot exceed
$600,000.

  (v) For gross sales proceeds falling between the Threshold Value
and the Maximum Value, the amount of the Incentive Pool will be
determined via linear interpolation.

(vi) The Incentive Pool will be allocated to the KEIP Participants
pro rata by the KEIP Participants' current annual salary and will
be paid as soon as administratively possible following the Sale
Date.  If, however, a KEIP Participant resigns or is discharged for
cause before the Sale Date, that KEIP Participant will forfeit all
right to payment from the Incentive Pool.

                       About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware.  Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts.  The privately held company's stock is
owned by 28 record shareholders who either are descendants of Henry
Reed or trusts for their benefit.  Aside from selling its products
in department stores and TV shopping networks, the company has an
on-site factory store in Taunton and a showroom in Atlanta,
Georgia.

Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015, with a deal to sell its assets to Lifetime Brands, Inc., for
$15 million in cash and debt, absent higher and better offers.

The case is assigned to Judge Henry J. Boroff.

The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.

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


REED AND BARTON: Proposes Lifetime-Led Auction for Assets
---------------------------------------------------------
Reed and Barton Corporation seeks approval from the Bankruptcy
Court of sale procedures in connection with the sale of
substantially all of the Debtor's assets, subject to higher or
better offers.

Lifetime Brands, Inc., a publicly held company that operates
certain lines of business that are parallel to Reed and Barton's,
has agreed to purchase the Debtor's assets for $15 million in cash
and debt.

Notwithstanding the deal with Lifetime, the proposed bidding
procedures provide the Debtor with the opportunity to consider all
competing offers and to select the highest or best offer for the
completion of an asset sale.  The Debtors propose these
procedures:

   -- Initial bids will be due 35 calendar days subsequent to the
entry of the bid procedures order.

   -- The Debtor will identify qualified bids two days before the
auction.
  
   -- An auction will be conducted three business days after the
bid deadline.

   -- The sale hearing will take place no later than three business
days following the conclusion of the auction.

To induce Lifetime to expend the time, energy and resources
necessary to submit a stalking horse bid, the Debtor has agreed to
provide Lifetime, and seek the Court's approval of, certain bid
protections to Lifetime pursuant to the terms of the Asset Purchase
Agreement.  The Debtor has agreed to provide Lifetime with a
break-up fee of $750,000 if the Debtor accepts an alternative
transaction for the sale of all or substantially all of the assets
of the Debtor to any party other than Lifetime, to be paid
exclusively from sale proceeds.

Given the time constraints facing the Debtor, realistically having
to either close a sale or cease operations in early May, 2015, the
Debtor submits that the proposed notice is sufficient notice and
opportunity to acquire the information necessary to submit a timely
and informed bid.

                        $15MM Purchase Price

The assets to be purchased include, but are not limited to,
accounts receivable, inventory, intellectual property, and certain
tooling and equipment.  Items excluded from the sale include cash
and cash equivalents, real property, life insurance policies owned
by Reed and Barton or for which it is the beneficiary, and all
Chapter 5 avoidance actions.

Due to liquidity constraints facing the Debtor, Lifetime has agreed
to provide, and the Debtor seeks authority for, two additional
aspects of the transaction:

   -- Lifetime has agreed to pay all costs associated with the
Debtor's retaining its showroom in New York through April, 2015,
and of participation in the April 2015 NY Tabletop Show, with those
costs being added to the purchase price if the transaction closes
with Lifetime, or reimbursed in an amount of up to $150,000 if a
transaction closes with a purchaser other than Lifetime.

   -- Lifetime has agreed to provide, at its sole cost and expense,
certain wind down and transition services that will enable any
purchaser to integrate the purchased assets promptly after entry of
the sale order with an associated ability of the Debtor to cease
most of its operations.

Lifetime has agreed to this consideration: (a) $10 million in cash,
consisting of release to the Debtor of the $250,000 deposit made by
Lifetime upon execution of the Asset Purchase Agreement and an
additional cash payment of $9.75 million payable on the date the
transaction closes; (b) a $5.0 million promissory note, issued on
the closing date; (c) the Show Costs, paid as and when incurred
prior to the Closing Date.  Lifetime also will assume certain
liabilities of the Debtor related to the purchase of Inventory and
occupancy of Reed and Barton's Atlanta Showroom.  Lifetime will
also pay amounts required to cure any monetary defaults arising out
of the assigned contracts, but those Cure Payments will result in a
dollar for dollar reduction of the Note.

The principal amount of the Note is subject to adjustment up or
down, will bear interest at a fixed rate of 4.25% and will mature
seven years from the Closing Date.  The Note will provide for the
payment of interest only on a quarterly basis during the first two
years of the term of the Note and then equal quarterly payments of
principal and interest in an amount sufficient to fully amortize
the Note by its maturity date.

                            Transition

Reed and Barton anticipates that, if Lifetime ultimately is
determined to be the winning bidder, it will enter into a short
term (90 day) transition services contract (the "TSA") with Reed
and Barton, by which Debtor's employees will assist with operating
and transitioning the business post-closing. Proposed Purchaser
will pay Debtor the "fully burdened" cost of providing such
services, including all salary, benefits, insurance, stay put
incentives for Debtor's work force, and overhead.  The expected
consideration for the first 4 weeks of the TSA is expected to be
$460,200.

Lifetime also has made it a condition to closing that Debtor's
president, Timothy Riddle, and its chief financial officer, Charles
Daly, enter into consulting agreements with it to provide services
to Lifetime following the closing.  The proposed agreement with
Timothy Riddle is for a term of three years unless terminated
earlier for cause, and Mr. Riddle will be paid $50,000 quarterly
over the life of the agreement.  The proposed agreement with Mr.
Daly is for a term of two years unless terminated earlier, and Mr.
Daly will be paid $25,000 quarterly over the life of the
agreement.

                       About Reed and Barton

Founded in 1824, Reed and Barton Corporation is a designer and
distributor of high quality silverware and tableware, along with
flatware, crystal drinkware, picture frames, ornaments, and baby
giftware.  Reed and Barton, which sells products with the Reed &
Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in
Taunton, Massachusetts.  The privately held company's stock is
owned by 28 record shareholders who either are descendants of Henry
Reed or trusts for their benefit.  Aside from selling its products
in department stores and TV shopping networks, the company has an
on-site factory store in Taunton and a showroom in Atlanta,
Georgia.

Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17,
2015, with a deal to sell its assets to Lifetime Brands, Inc., for
$15 million in cash and debt, absent higher and better offers.

The case is assigned to Judge Henry J. Boroff.

The Debtor has tapped Holland & Knight, in Boston, as counsel;
Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as
accountant.

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


REVEL AC: Asks Judge to End Sale of Assets to Polo North
--------------------------------------------------------
Michael Bathon, writing for Bloomberg News, reported that Revel AC
Inc. urged U.S. Bankruptcy Judge Gloria M. Burns in New Jersey to
allow it to terminate the sale of its Atlantic City casino to Glenn
Straud's Polo North County Club Inc., and try, for the third time,
to find a buyer.

According to the report, Revel's lawyers told Judge Burns that
while Polo North has has stated that it's still willing to go
through with the deal "the truth is they'r not."  Revel is also
seeking to keep Polo North’s $10 million deposit, the report
said.

As previously reported by The Troubled Company Reporter, Polo
North
asked for an extension of the sale closing date, which was Feb. 9,
because numerous conditions to closing remain unresolved.  Polo
North said in court papers that before it can or should be
compelled to close, there should and must be (i) a full
adjudication of ACR Energy's, IDEA Boardwalk's and the restaurant
Amenity Tenants' possessory rights, if any, in the property; (ii)
a
full adjudication on the pending motions pertaining to ACR's
rights
to disconnect and shut off power to the Revel building; (iii)
receipt by Polo North of its Gaming Approvals; and (iv)
satisfaction of each of the title conditions contained in the
title
commitment so that Polo North receives clear and marketable title
to the properties that are the subject of the Polo North APA.

The Journal said that while Judge Burns stopped short of fully
terminating the sale, the ruling follows a week of turbulence and
setbacks and likely means the deal can't be salvaged.

"Every party that has appeared before the court [today] has asked
the court not to grant the extension," Judge Burns said during the
Feb. 11 hearing.  "The contract speaks for itself; the time has
expired."

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates

Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

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

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

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

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

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

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


REVEL AC: Fails to Close Sale Deal With Glenn Straub
----------------------------------------------------
Maria Chutchian at Debtwire reports that Revel AC is about to scrap
its second attempt to sell its assets out of bankruptcy.

According to Debtwire, Florida real estate developer Glenn Straub
and the Company's attorneys reached a $95.4 million sale agreement,
but were unable to close the deal by the Feb. 9, 2015 deadline.
Debtwire relates that Judge Gloria Burns will announce whether the
sale is officially off the table.  The Company's lawyers, Debtwire
states, have said they're ready to find another buyer.

Debtwire says that the Company will likely make some money out of
the situation by holding onto Mr. Straub's $10 million deposit.

                          About Revel AC

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

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

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

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

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

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

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


RGL RESERVOIR: Moody's Cuts CFR to B3, Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded RGL Reservoir Management
Inc.'s Corporate Family Rating to B3 from B2, its Probability of
Default Rating to B3-PD from B2-PD, its first lien US$75 million
revolver and US$301 million term loan to B2 from B1, and its second
lien C$140 million term loan to Caa2 from Caa1.  The SGL-2
Speculative Grade Liquidity Rating was unchanged.  The rating
outlook was changed to negative from stable.

"The downgrade reflects expectations of weakening credit metrics
and sustained elevated debt levels in 2015, stemming from the
negative impact of low oil prices on the demand for RGL's services
and products," said Paresh Chari, Moody's Analyst. "The company
enters the downturn with high leverage and significant uncertainty
regarding the impact that low oil prices will have on SAGD projects
in 2015 and 2016."

Downgrades:

Issuer: RGL Reservoir Management Inc.

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

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Secured Revolving Credit Facility, Downgraded to B2
     from B1(LGD3)

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

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

Outlook Actions:

  -- Outlook, Changed To Negative from Stable

The B3 Corporate Family Rating reflects RGL's very high expected
leverage (10x debt to EBITDA), concentration in one market
(Canadian bitumen and heavy oil), limited product mix (primarily
slotted and seamed liners), and small size.  The rating favorably
considers the diverse and high quality customer base, high barriers
to entry with patents and long standing relationships with mostly
blue chip customers, strong margins as the liners are a critical
component of bitumen and heavy oil production, and good liquidity.

RGL's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity.  Moody's expect breakeven free cash flow in 2015 and for
the company to have full availability under it US$75 million
revolving credit facility.  The revolver contains a springing
covenant (1st Lien Debt > 6.5x), which is tested upon 35%
revolver utilization.  Moody's expect RGL to be above this covenant
level in 2015, only giving the company the ability to draw about
US$26 million under the revolver.  Alternate sources of liquidity
are limited as its assets are pledged as collateral to the secured
credit facilities and as RGL has a very small asset base.

Under Moody's Loss Given Default (LGD) Methodology, the pari-passu
US$75 million revolving credit facility and the US$301 million
first lien term loan are rated B2 one notch above the CFR as the
lower ranking C$140 million second lien term loan provides cushion.
The second lien term loan is rated Caa2 two notches below the CFR
due to its subordination to the priority ranking revolver and first
lien term loan.

The negative outlook reflects Moody's expectation that leverage
will remain highly elevated at around 10x on a sustaining basis.
The outlook could be changed to stable if leverage remained below
7.5x and if the company is able to maintain adequate liquidity.

The rating could be lowered if RGL's debt to EBITDA remains at or
above 10x or if liquidity deteriorates.

The ratings could be upgraded if the company is successful in
reducing debt balances sufficiently or growing EBITDA such that
debt to EBITDA can be sustained below 5.5x.

RGL is a privately owned, sand control oil field services company
based in Leduc and Nisku, Alberta, with operations in Colombia,
Oman and California.  RGL primarily serves Canadian bitumen and
heavy oil producers by supplying them with slotted and seamed
liners.

The principal methodology used in this rating 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.


RICHMOND ROSS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Richmond Ross, LLC
        6718 Heritage Haven Ct
        Richmond, TX 77469

Case No.: 15-30936

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 18, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Kelley L Austin, Esq.
                  19901 Southwest Freeway
                  Sugarland, TX 77479
                  Tel: 713-339-2415
                  Fax: 713-456-2633
                  Email: kaustin@theaustinfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John B. Kunthaa, manager.

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


SABINE OIL: Saba Capital Reports 7.8% Stake as of Dec. 31
---------------------------------------------------------
Saba Capital Management, L.P., and Boaz R. Weinstein disclosed in a
Schedule 13G filed with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2014, they beneficially owned 9,308,281 shares
of common stock of Sabine Oil & Gas Corporation which represents
7.80 percent of the shares outstanding.  The percentage was
calculated based upon 119,374,111 shares of common stock
outstanding as of Nov. 6, 2014, as reported in the Company's
quarterly report on Form 10-Q for the quarterly period ended Sept.
30, 2014, filed on Nov. 10, 2014.  A copy of the regulatory filing
is available at http://is.gd/xzADal

                            About Sabine

Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States.  Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle.  See http://www.sabineoil.com/   

Ernst & Young LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements of Forest
Oil 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 shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 16, 2015, Moody's Investors Service
affirmed Forest Oil's 'B3' Corporate Family Rating, as well as its
'B3-PD' PDR and SGL-3 Speculative Grade Liquidity Rating.

"The combination of Sabine and Forest joins two companies whose
principal assets in East Texas and the Eagle Ford Shale are highly
complementary, creating a company much larger in size and scale
than the two companies are individually, although one whose
production and reserves remain heavily weighted to natural gas,"
commented Andrew Brooks, Moody's Vice President.

Standard & Poor's Ratings Services has discontinued its 'B'
corporate credit rating on Sabine Oil & Gas LLC, the TCR reported
on Feb. 11, 2015.


SALADWORKS LLC: Seeks Chapter 11 Amid Suits
-------------------------------------------
Saladworks, LLC, sought bankruptcy protection to obtain a breathing
room from collection efforts by its minority owner, as well as to
pursue a sale or restructuring.

The Debtor says it has filed a Chapter 11 case so that it can
engage in an open and transparent wherein the Debtor will either
re-capitalize itself so that it can satisfy its valid outstanding
obligations or sell substantially all of the assets.  

The Debtor has not yet located a buyer for the assets.  However, it
said in its sale motion that given the prepetition marketing
efforts, it believes it will be able to identify a stalking horse
purchaser within 45 days from the Petition Date, conduct an auction
45 days thereafter, and have a sale hearing following the auction
for a sale process of about 90 days.

The Debtor has no secured bank debt.  The Debtor has $8.02 million
outstanding unsecured debt obligations, which include $2.5 million
in outstanding unsecured loan obligations to Metro Bank, and
outstanding trade obligations of $870,000.

The Debtor's equity owners are J Scar Holdings, Inc.-- 70% interest
-- and JVSW LLC ("VH").  JS is wholly owned by John M. Scardapane,
who is the chairman and member of the Debtor's board of directors.
VH, which is controlled by Vernon W. Hill, II, who is a former
director and chairman of the executive committee of the Company,
made a capital contribution of $7.75.  In exchange, VH receive 300
Class C membership shares, which gave VH a 30 percent interest in
the Debtor.

                       Prepetition Litigation

On March 25, 2013, VH sent a written notice (the "Put Notice") to
the Debtor pursuant the operating agreement demanding that the
Debtor repurchase all of VH's Class C membership shares.  VH has
demanded payment of $7.75 million, which is payable 1/5 yearly
installments commencing on May 25, 2013 following receipt of the
Put Notice.  In addition, on July 26, 2013, VH demanded payment of
a guaranteed payment equal to the product of 1.9625$ and $7.75
million, which were due on a quarterly basis.

On Oct. 20, 2014, VH filed an action in the Court of Chancery
against the Debtor, JS and Mr. Scardapane on various counts,
including (a) the Debtor's failure to pay on the Put Right and the
Guaranteed Payment, (b) waste of company assets against Mr.
Scardapane, and (c) breach of fiduciary duty against
Mr. Scardapane.  The Debtor has numerous defenses, including but
not limited to, (i) the issues relating to the Put Right and
Guaranteed Payments are subject to an arbitration provision, and
(ii) the claims of fraud and waste of corporate assets are
derivative claims and VH has not made the prerequisite pre-suit
demand or established futility.

On Dec. 3, 2014, Metro Bank commenced three separate lawsuits in
Pennsylvania, one civil action and two confession of judgments
against the Debtor seeking amounts allegedly due and owing under
various term loan agreements and related documents in the aggregate
amount of $2.5 million.  In two of the cases, Metro Bank was able
to obtain a confession of judgment against the Debtors in the
amounts of $466,000 and $1.39 million.  At some point during the
litigation, WS Finance LLC, an entity controlled by VH or Hill,
purchased the Metro Bank obligations.

                   Events Leading to Chapter 11

Following the exercise of the Put Right, in May 2013, the Debtor
began exploring its strategic and financial alternatives in order
to satisfy this obligation.  Mufson, Howe and Hunter was tapped to
execute a potential transaction to satisfy the Put obligation
through a sale or purchase of VH's shares was unsuccessful in its
efforts prior to its March 2014 termination.

Although certain parties have indicated interest in pursuing a
transaction with the Debtor, given the Chancery Litigation and
uncertainty surrounding the collection efforts of VH and Hill
regarding the Put Right obligations, the Guaranteed Payments and
the Metro Bank Obligations, the Debtor has been unable to move
forward with any potential transaction in a material way.
Interested parties have expressed concerns that the ongoing
litigation would prevent a free and clear sale or otherwise subject
to the purchaser to ongoing litigation or liability.  Thus,
although the Debtor believes that a refinancing or sale transaction
would enable it to satisfy valid claims asserted against it, it has
been unable to maximize value and execute such a transaction
outside the protections of a Chapter 11 proceeding.

In addition, the Chancery Litigation and the Pennsylvania
Litigation has had a negative impact on the Debtor's operations by
impairing its ability to sell additional franchises and increase
its footprint in the marketplace.

               Proposed Court of the Chapter 11 Case

In Chapter 11, the Debtor has an opportunity to effectuate its sale
strategy to avoid further deterioration of its business and achieve
maximum value of its assets for the benefit of all of its
stakeholders.  The automatic stay of litigation effective upon the
commencement of the Chapter 11 case will enable the Debtor to
refocus its energy on the restructuring process free from the
value-destructive, distracting litigation in Pennsylvania and
Delaware.

The Debtor has engaged SSG Advisors, LLC, to assist in its
marketing efforts.  With its refocused energy and assistance by
SSG, the Debtor believes it will be able to execute a restructuring
in Chapter 11 that provides its transaction partner with
protections typical of Chapter 11 transactions that will cut off
any potential litigation or liability at the closing of such
transaction.

                         First Day Motions

The Debtor on the Petition Date filed motions to:
  
   -- pay employee wages, compensation, and other associated
obligations;

   -- authorize the continued use of its existing cash management
system;

   -- prohibit utilities from discontinuing service;

   -- enforce the automatic stay; and

   -- sell property free and clear of liens.

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

    http://bankrupt.com/misc/Saladworks_1st_Day_Affidavit.pdf

                       About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States. From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.  The company has franchise agreements with 162
different franchisees.  The equity owners are J Scar Holdings,
Inc., (70%) and JVSW LLC (30%).

Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 15-10327) on Feb. 17, 2015.  The case assigned to
Judge Laurie Selber Silverstein.

The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG
Advisors, LLC, as investment banker; EisnerAmper LLP, as financial
advisor; and Upshot Services LLC, as claims and noticing agent.

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


SALADWORKS LLC: Wants Automatic Stay Extended to CEO
----------------------------------------------------
Saladworks, LLC, asks the U.S. Bankruptcy Court for the District of
Delaware to enter an order extending the automatic stay provisions
of Section 362 of the Bankruptcy Code to Chief Executive Officer
John Scardapane, and J Scar Holdings, Inc., which is wholly owned
by the CEO, the majority member of the Debtor.

Pursuant to the Operating Agreement, the Debtor is obligated to
indemnify, defend and hold harmless all officers, directors or
affiliates of the Debtor to the fullest extent permitted by
applicable law.

Counsel for the Debtor, Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, avers that the Court should extend the automatic stay to the
CEO and JS to prevent the Debtor from suffering irreparable harm.

According to Mr. Landis, "unusual circumstances" exist to warrant
extension of the automatic stay to the CEO and JS.  The Debtor is
obligated under its Operating Agreement to indemnify the CEO and
JS.  The Debtor is also responsible for advancing and paying the
costs incurred by the CEO and JS in litigating the lawsuits.

                       About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States. From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.  The company has franchise agreements with 162
different franchisees.  The equity owners are J Scar Holdings,
Inc., (70%) and JVSW LLC (30%).

Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 15-10327) on Feb. 17, 2015.  The case assigned to
Judge Laurie Selber Silverstein.

The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG
Advisors, LLC, as investment banker; EisnerAmper LLP, as financial
advisor, and Upshot Services LLC as claims and noticing agent.

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


SCIENTIFIC GAMES: Baker Street Holds 5.9% of Class A Shares
-----------------------------------------------------------
Baker Street Capital L.P., Baker Street Capital Management, LLC,
Baker Street Capital GP, LLC, and Vadim Perelman disclosed that as
of Dec. 31, 2014, they beneficially owned 5,000,000 shares of Class
A common stock of Scientific Games which represents 5.9 percent
(based upon 84,829,084 Shares outstanding, which is the total
number of Shares outstanding as of Oct. 28, 2014 as reported in the
Issuer's Amended Quarterly Report on Form 10-Q/A filed with the
Securities and Exchange Commission on Nov. 4, 2014).  A copy of the
regulatory filing is available at http://is.gd/JojrAE

                       About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/

Scientific Games reported a net loss of $30.2 million in 2013, a
net loss of $62.6 million in 2012 and a net loss of $12.6 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $4.03
billion in total assets, $3.93 billion in total liabilities and
$105.7 million in total stockholders' equity.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SCIENTIFIC GAMES: Credit Facility Increased by $25 Million
----------------------------------------------------------
Scientific Games International, Inc., a wholly owned subsidiary of
Scientific Games Corporation, entered into a joinder agreement with
an additional commitment lender with respect to the credit
agreement, dated as of Oct. 18, 2013, as amended by Amendment No. 1
to the Credit Agreement, dated as of Oct. 1, 2014, by and among
SGI, as borrower, the Company, as a guarantor, the subsidiary
guarantors party thereto, Bank of America, N.A., as administrative
agent, and the lenders and other agents from time to time party
thereto.  Pursuant to the joinder agreement, the amount of the
Company's revolving credit availability under the Credit Agreement
was increased by $25 million to $592.6 million, according to a Form
8-K filed with the U.S. Securities and Exchange Commission.

                       About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/

Scientific Games reported a net loss of $30.2 million in 2013, a
net loss of $62.6 million in 2012 and a net loss of $12.6 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $4.03
billion in total assets, $3.93 billion in total liabilities and
$105.7 million in total stockholders' equity.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to B1.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SCIENTIFIC GAMES: Fine Capital Holds 9.6% of Class A Shares
-----------------------------------------------------------
Fine Capital Partners, L.P., Fine Capital Advisors, LLC and
Debra Fine disclosed in an amended Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, they
beneficially owned 8,208,137 shares of Class A common stock of
Scientific Games which represents 9.68 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/8eBQKW

                      About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/

Scientific Games reported a net loss of $30.2 million in 2013, a
net loss of $62.6 million in 2012 and a net loss of $12.6 million
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $4.03
billion in total assets, $3.93 billion in total liabilities and
$105.7 million in total stockholders' equity.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to B1.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SEARS HOLDINGS: Baker Street No Longer a Shareholder as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Baker Street Capital L.P., Baskerville SPV,
L.P., Baker Street Capital Management, LLC, Baker Street Capital
GP, LLC, and Vadim Perelman disclosed that as of Dec. 31, 2014,
they no longer beneficially own any securities of Sears Holdings.

The reporting persons previously held 11,504,500 common shares or
10.8 percent equity stake as of Nov. 27, 2013.

A full-text copy of the regulatory filing is available at:

                       http://is.gd/s1jfaQ

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  
The rating outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEARS HOLDINGS: Force Capital Reports 6.4% Stake as of Dec. 31
--------------------------------------------------------------
Force Capital Management, LLC, disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that it may be
deemed to be the beneficial owner of 7,178,364 shares of common
stock of Sears Holdings which represents 6.39 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/cnSFZC

                           About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  
The rating outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SOURCE HOME: Wants Court to Extend Plan Filing Deadline to May 19
-----------------------------------------------------------------
Source Home Entertainment LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

  a) file a Chapter 11 plan until May 19, 2015;

  b) solicit acceptances for that plan through and including July
     20, 2015.

A hearing is set for March 18, 2015, at 2:00 p.m. (ET) to consider
the Debtors' extension request.  Objections, if any, are due March
3, 2015 at 4:00 p.m. (ET).

The Debtors tell the Court that they have made significant progress
toward the confirmation of a plan of liquidation.  Since the filing
of their plan, they have solicited acceptances thereof in
accordance with the solicitation procedures approved in the
disclosure statement order and filed the plan supplement in order
to provide further for the confirmation hearing, they have filed
their memorandum of law in support of confirmation of their first
amended joint plan of liquidation, the Debtors note.

According to the Debtors, the plan is a result of extensive,
good-faith negotiations among them and parties in interest in these
Chapter 11 Cases, including the Official Committee of Unsecured
Creditors, the term loan lenders, the revolving lenders, and Source
Media.  As a result of these negotiations, they were able to craft
a plan that maximizes creditor recoveries and enjoys overwhelming
support from each of the classes entitled to vote on the plan.
Furthermore, no party filed an objection to the plan.  For the
reasons outlined in the confirmation brief, the they believe that
the plan meets all of the requirements of the Bankruptcy Code and
should be confirmed, the Debtors point out.

The Debtors add they fully anticipate that they will be able to
obtain confirmation of the plan at the confirmation hearing on Feb.
20, 2015.  However, because their exclusive right to file a plan,
as extended by the Court, expired on Feb. 18, 2015, they file this
motion seeking a further extension out of an abundance of caution.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout displays
and is a leading distributor of books, periodicals, and other
printed material.  Its distribution network spans over 32,500
retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not including
goodwill or intangibles) of $205 million and liabilities of
approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround advisor;
and Kurtzman Carson Consultants, LLC, as claims agent.  Stephen
Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief financial
officer.

The United States Trustee for Region 3 appointed seven creditors to
serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterhouseCoopers LLP as its
financial advisor.


SUN BANCORP: Anchorage Stake Down to 0.6% as of Dec. 31
-------------------------------------------------------
Anchorage Capital Group, L.L.C., Anchorage Advisors Management,
L.L.C., Anthony L. Davis, and Kevin M. Ulrich revealed in a
regulatory filing with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2014, they beneficially owned 114,084 shares of
common stock of Sun Bancorp which represents 0.6 percent of the
shares outstanding.  There were 18,615,950 Shares outstanding as of
Dec. 31, 2014, according to Exhibit 99 to the Issuer's report on
Form 8-K, filed Jan. 26, 2015.  A copy of the Schedule 13G/A is
available for free at http://is.gd/opTlLB

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

For the year ended Dec. 31, 2014, the Company reported a net loss
available to common shareholders of $29.8 million on $90.2 million
of total interest income compared to a net loss available to common
shareholders of $9.94 million on $105.08 million of total interest
income during the prior year.

As of Dec. 31, 2014, Sun Bancorp had $2.71 billion in total assets,
$2.47 billion in total liabilities and $245 million in total
shareholders' equity.


TRONOX INC: Anadarko Settlement Declared Effective
--------------------------------------------------
The U.S. District Court for the Southern District of New York
approved on Nov. 10, 2014, the settlement agreement resolving an
adversary proceeding and issuance of injunction in support thereof,
and, on Nov. 19, 2014, final judgment was entered by the Clerk of
the District Court.

The adversary proceeding involves the Anadarko Litigation Trust, as
successor to Tronox Incorporated, Tronox Worldwide LLC, and Tronox
LLC, and Anadarko Petroleum Corporation, Kerr-McGee Corporation,
Kerr-McGee Oil & Gas Corporation nka Anadarko US Offshore
Corporation, Kerr-McGee Worldwide Corporation, KM Investment
Corporation improperly named as Kerr-McGee Investment Corporation,
Kerr-McGee Credit LLC, Kerr-McGee Shared Services Company LLC and
Kerr-McGee Stored Power Company LLC.

The settlement agreement is no longer subject to appeal, rehearing
or reconsideration, and therefore has become effective and final.

For more information or to access the settlement agreement,
permanent injunction and related documents, contact (from the U.S.
and Canada) Tel: (877)709-4747, or call (for remaining
international callers) Tel: (424) 236-7228 or visit
http//WWW.kccllc.net/TronoxKerrMcgeeSettlement.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TROY BARNES: SEC Halts Colorado-Based Pyramid Scheme
----------------------------------------------------
The Securities and Exchange Commission announced fraud charges and
an emergency asset freeze against two operators of a Colorado-based
pyramid and Ponzi scheme that promises investors extraordinary
returns of 700% through a purported "triple algorithm" and "3-D
matrix."

In a complaint unsealed in federal court in Denver, the SEC alleges
that Kristine L. Johnson of Aurora, Colo., and Troy A. Barnes of
Riverview, Mich., have raised more than $3.8 million since April
2014 from investors they enticed into buying positions in their
company Work With Troy Barnes Inc., which is doing business as "The
Achieve Community."  In Internet videos and other web promotions,
investors were pitched "you and anyone you know can make as much
money as you want" by purchasing positions that cost $50 each, and
as they progress through the matrix they would receive a $400
payout on each position within three to six months.  Barnes claimed
to have hired a seasoned programmer to perfect the triple algorithm
investment formula supposedly generating the extraordinary
returns.

The SEC alleges that while Johnson and Barnes explicitly claimed
their program was not a pyramid scheme, their company has no
legitimate business operations and they are merely paying purported
investment returns to earlier investors as they receive funds from
new investors.  Meanwhile, Johnson and Barnes have been making cash
withdrawals of investor funds for such personal uses as buying a
new car and paying credit card bills.

"Johnson and Barnes allegedly claim to be operating a successful
investment program when in fact they are taking funds from new
investors to pay phony profits to earlier investors," said Julie
Lutz, Director of the SEC's Denver Regional Office.

The SEC's complaint alleges that Work With Troy Barnes, Johnson,
and Barnes violated Section 17(a) of the Securities Act of 1933 and
Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5.  The SEC's complaint names Achieve International LLC as a
relief defendant for the purpose of recovering ill-gotten gains
from the scheme in its accounts.  The Honorable Robert E.
Blackburn, U.S. District Judge for the District of Colorado,
granted a temporary restraining order that in part freezes the
assets of Johnson, Barnes, and their company.   

The SEC's investigation, which is continuing, is being conducted by
Jeffrey Felder, Kerry Matticks, and Jay A. Scoggins in the Denver
office.  The SEC's litigation is being led by Nicholas Heinke of
the Denver office.  The SEC appreciates the assistance of the
Colorado Division of Securities.


UTSTARCOM HOLDINGS: Prescott Owns 2.6% of Shares as of Dec. 31
--------------------------------------------------------------
Prescott Group Capital Management, L.L.C., Prescott Group
Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II,
L.P., and Mr. Phil Frohlich, the principal of Prescott Capital,
disclosed that as of Dec. 31, 2014, they beneficially owned
1,021,387 ordinary shares of UTStarcom Holdings Corp. which
represents 2.6 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/HjrKbc

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings incurred a net loss of $22.7 million in 2013 and
a net loss of $35.6 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed $304 million
in total assets, $173 million in total liabilities and $130 million
in total equity.

"We have a history of operating losses and may not have sufficient
liquidity to execute our business plan or to continue our
operations without obtaining additional funding or selling
additional securities.  We may not be able to obtain additional
funding under commercially reasonable terms or issue additional
securities," the Company said in the Annual Report for the year
ended Dec. 31, 2013.


VULCAN MATERIALS: Moody's Affirms Ba3 CFR, Outlook to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed Vulcan Materials Company's
Corporate Family Rating at Ba3, Probability of Default Rating at
Ba3-PD, senior unsecured ratings at Ba3 and assigned senior secured
credit facility at Ba1.  Vulcan's SGL assessment remains SGL-2.
The outlook was revised to positive from stable.

The following rating actions were taken:

Vulcan Materials Company

   -- Corporate Family Rating, affirmed at Ba3;

   -- Probability of Default Rating, affirmed at Ba3-PD;

   -- Senior secured revolving credit facility rating, assigned
      at Ba1 (LGD2)

   -- Senior unsecured notes rating, affirmed at Ba3 (LGD4);

   -- Speculative Grade Liquidity Assessment rating, affirmed at
      SGL-2.

   -- Outlook is positive.

Legacy Vulcan Corp.

   -- Senior unsecured MTN Program, affirmed at (P)Ba3;

   -- Senior unsecured notes rating, affirmed at Ba3 (LGD4);

   -- Outlook is positive.

The positive rating outlook reflects Vulcan's improving financial
ratios and our expectations that the construction end markets it
serves will continue to improve in 2015.  The company's adjusted
debt-to-EBITDA declined to 4.3x at the twelve months ending Sept.
30, 2014 from 5.7x at year-end 2013.  Operating margins have also
improved over the same period, increasing to 9.9% from 7.2%.
Moody's expect adjusted debt-to-EBITDA to decline below 4.0x in
2015 and margins to expand further with growing shipment volumes.

The Ba3 corporate family rating is supported by the company's
leading position in the North American aggregates industry, its
regional geographic and end market diversity and large proven
reserves.  Longer term, the business benefits from high barriers to
entry, a stable competitive landscape, and diverse end use markets.
The rating also reflects Vulcan's weak adjusted EBIT-to-interest
coverage, as well as margin and cash flow volatility expected
through economic cycles.  Moody's expect further improvements in
financial leverage, interest coverage and margins as business
conditions and operating performance improve over the
intermediate-term.

Vulcan's senior secured revolving credit facility, due March 2019,
is rated Ba1, two notches above the company's Ba3 Corporate Family
Rating to reflect its senior position in the capital structure.
The senior secured revolving credit facility is secured by the
company's accounts receivables and inventory and is ranked above
the company's senior unsecured debt.

The SGL-2 speculative grade liquidity rating reflects Vulcan's good
liquidity profile, supported by its $500 million senior secured
credit facility due 2019, $92 million cash balance at Sept. 30,
2014 and manageable near-term debt maturities.  In March 2014,
Vulcan amended the facility to eliminate the asset-based-lending
structure that previously governed its borrowing capacity.  As of
Sept. 30, 2014, Vulcan's available borrowing capacity was $447
million net of $53 million used to support standby letters of
credit.  Borrowing capacity of the facility and total debt are
limited by two financial covenants: debt-to-EBITDA ratio and
EBITDA-to-interest expense ratio.  As of Sept. 30, 2014, Vulcan was
in compliance with these covenants with adequate cushion.  Moody's
believe Vulcan will maintain adequate cushion over the next 12-18
months.  The credit facility may become unsecured provided that
Vulcan's credit rating becomes investment grade by either Moody's
or S&P, provided that the other rating agency rates Vulcan Ba1 or
BB+, respectively.  It can also become unsecured if debt-to-EBITDA
(calculation as provided in the credit facility) is less than or
equal to 3.5x and Moody's rating is Ba1 stable and S&P's rating is
BB+ stable.  The company's free cash flow generation is expected to
strengthen over the intermediate-term.  Moody's expect the company
to use cash to invest in bolt-on acquisitions and/or pay down debt
as it matures.

Vulcan's ratings could be upgraded should the company drive
adjusted debt-to-EBITDA comfortably below 4.0x, improve operating
performance such that adjusted operating margins exceed 10%,
adjusted EBIT-to-interest expense approaches 3.0x and retained cash
flow as a percentage of net debt is approximately 15%, with the
expectation that all metrics are sustainable.

The rating outlook could return to stable should construction end
markets weaken, resulting in flat to negative growth in shipment
volumes.  The ratings would likely be downgraded in the event that
Vulcan's adjusted operating margins deteriorate below 7.5%, its
adjusted debt leverage rises above 5.0x and its adjusted
EBIT-to-interest coverage metric falls below 1.0x over the
intermediate-term.  Additional rating pressures may emerge in the
event that construction fundamentals deteriorate.

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

Vulcan Materials Company is the largest producer of construction
aggregates in the U.S., and is also a major producer of asphalt mix
and concrete.  Its primary end markets include public construction,
infrastructure, private nonresidential, and private residential
construction, and its aggregates reserves are about 15 billion
tons.  In the trailing-twelve months ending Sept. 30, 2014, Vulcan
generated approximately $2.9 billion in revenues.


WEST CORP: Gary West Reports 9.1% Stake as of Dec. 31
-----------------------------------------------------
Gary L. West disclosed in an amended Schedule 13G filed with the
U.S. Securities and Exchange Commission that as of Dec. 31, 2014,
he beneficially owned 7,649,465 shares of common stock of West
Corporation which represents 9.1 percent of the shares outstanding.
Mary West may be deemed the beneficial owner of 7,555,716 common
shares as of that date.  There were 84,176,835 Shares outstanding
as of Oct. 30, 2014, according to the Issuer's quarterly report on
Form 10-Q, filed Nov. 6, 2014.  A full-text copy of the regulatory
filing is available at http://is.gd/95IAlq

                      About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with
services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp reported net income of $158 million in 2014 following net
income of $143 million in 2013.  As of Dec. 31, 2014, the Company
had $3.81 billion in total assets, $4.47 billion in total
liabilities and a $660 million in stockholders' deficit.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WESTMORELAND COAL: Wynnefield No Longer a 5% Shareholder
--------------------------------------------------------
Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners
Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund,
Ltd., Wynnefield Capital, Inc. Profit Sharing Plan, Wynnefield
Capital Management, LLC, Wynnefield Capital, Inc., Nelson Obus
and Joshua Landes disclosed that as of Dec. 31, 2014, they have
ceased to be the beneficial owners of more than five percent of the
shares of common stock of Westmoreland Coal Company.  A full-text
copy of the regulatory filing is available at:

                       http://is.gd/wr11KM

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss applicable to
common shareholders of $8.58 million in 2012 and a net loss
applicable to common shareholders of $34.5 million in 2011.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


WOODLAKE PARTNERS: March 26 Auction Set for Woodlake Country Club
-----------------------------------------------------------------
Hilco Real Estate on Feb. 18 announced an upcoming bankruptcy sale
of the Woodlake Country Club located in Vass, North Carolina on
March 26.  Hilco Real Estate Auctions, LLC (a unit of Hilco Real
Estate) was retained in bankruptcy proceedings to sell the property
which includes a 1,200 acre lake, two world-class golf courses and
a portfolio of residential lots ready for development all within
minutes of Pinehurst, Fort Bragg, and Fayetteville, North Carolina.
  

Woodlake is a gated community nestled in the rolling Sandhills
region of North Carolina, famous for its golf amenities and natural
beauty.  Set along US-1, the property provides convenient access to
Raleigh and the Raleigh/Durham International Airport, as well as
employment opportunities and entertainment options within the
Research Triangle.  The property's centerpiece is an expansive
1,200-acre private, man-made lake, the largest of its kind in North
Carolina.  The lake is bordered by two championship golf courses,
the Woodlake-Maples Course designed by Ellis Maples, and the
Woodlake-Palmer designed by Arnold Palmer.  The Maples course is
considered one of the most challenging in the Southeast with a USGA
rating of 73.4, and has played host to the Carolinas' PGA Match
Play Tournament, while the par-72 Palmer course offers fair and
challenging golf for all levels of play.  The offering also
includes over 600 lots, including 113 lots that are buildable for
luxury residences.   

In addition, the offering features a 21.6-acre development parcel
located near the center of the property.  This site is potentially
ideal for the construction of a full-service boutique hotel,
providing "stay and play" opportunities for visitors and guests.

At the heart of the property sits the Historic Oates House, which
serves as Woodlake's clubhouse, and is home to a full-service
restaurant with commercial kitchen, pro shop, banquet facilities
and management offices.  The landmark building was constructed
prior to 1800 in Fayetteville, North Carolina, then relocated to
Woodlake and restored to its current grandeur.   

Woodlake Partners, LLC, the owner of Woodlake Country Club, filed
for Chapter 11 bankruptcy protection in September 2014.  As part of
the bankruptcy proceedings, the court appointed Richard Hutson II,
Esq. as Chief Restructuring Officer to oversee the process.   

Regarding his decision to move forward on the sale of the property
in its entirety, Mr. Hutson said, "In an effort to identify a new
owner that has the ability to make the necessary capital
investments into Woodlake thereby preserving the value of the
community, we elected to implement a national accelerated marketing
program.  We believe that by selling the property in this manner,
we will be able to reach a national market of buyers, which will
ultimately have a positive long-term impact on the owners and staff
at Woodlake."

The live auction event will be held on-site on March 26, 2015.
Registration will begin at 11:00 a.m., with the auction commencing
at noon.  In order to participate in the auction, bidders are
required to provide certified funds in the amount of $100,000 as
earnest money.

Interested buyers can tour the property on February 26, March 5, 12
and 19 between 11:00 a.m. and 2:00 p.m.  Please call 888-260-5893
for more information.

"This property is well suited for an owner developer that can pick
up where the current owner left off.  Discerning buyers will
immediately see this as an exceptional value-add opportunity" said
Jeffrey Azuse, Senior Vice President of Hilco Real Estate.   

Mr. Azuse further noted, "With the potential to be on par with
other golf destinations in the Southeast, the sale of Woodlake
Country Club represents a once-in-a-lifetime opportunity for the
owner/operator, investor or developer to name their price on this
hidden gem."

A detailed Virtual Data Room is available for the property,
containing specific information, an explanation of the auction
process and the Terms of Sale.  To obtain access to the Virtual
Data Room, please contact the Project Manager at (888) 260-5893.

For more information about qualifying to bid and further details
about this property or other properties available at auction,
please visit http://www.HilcoRealEstate.com/

                     About Hilco Real Estate

Hilco Real Estate, a Hilco Global company, is headquartered in
Northbrook, Illinois (USA).  HRE is a national provider of
strategic real estate disposition services.

                     About Woodlake Partners

Woodlake Partners, LLC was incorporated in 2003 and is based in Mt.
Washington, Kentucky.


YRC WORLDWIDE: Amici Capital Reports 7.7% Stake as of Dec. 31
-------------------------------------------------------------
Amici Capital, LLC and Paul E. Orlin disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2014, they beneficially owned
2,397,578 shares of common stock of YRC Worldwide which represents
7.7 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/lrr5Lm

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported a net loss of $67.7 million in 2014
following a net loss of $83.6 million in 2013.  As of Dec. 31,
2014, the Company had $1.98 billion in total assets, $2.45 billion
in total liabilities, and a $474 million total stockholders'
deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


YRC WORLDWIDE: Raging Capital No Longer a Shareholder
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Raging Capital Master Fund, Ltd., Raging
Capital Management, LLC, and William C. Martin disclosed that as of
Dec. 31, 2014, they no longer beneficially owned any securities of
YRC Worldwide Inc.  They previously reported beneficial ownership
of 647,057 common shares or 5.9 percent equity stake as of Dec. 31,
2013.  A copy of the regulatory filing is available for free at
http://is.gd/1jWepQ

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported a net loss of $67.7 million in 2014
following a net loss of $83.6 million in 2013.  As of Dec. 31,
2014, the Company had $1.98 billion in total assets, $2.45 billion
in total liabilities, and a $474 million total stockholders'
deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


YRC WORLDWIDE: Richard Mashaal Reports 8% Stake as of Dec. 31
-------------------------------------------------------------
Richard Mashaal disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2014, he
beneficially owned 2,597,530 (including 850,000 shares of Common
Stock issuable upon exercise of call options) of YRC Worldwide Inc.
which represents 8.31 percent of the shares outstanding.  RIMA
Senvest Management, LLC, also reported beneficial ownership of
1,770,241 common shares as of Dec. 31, 2014.

The percentage is based upon an aggregate of 31,257,971 shares of
Common Stock outstanding as of Oct. 24, 2014, as reported in the
Issuer's quarterly report on Form 10-Q for the quarterly period
ended Sept. 30, 2014, filed on Oct. 30, 2014.  

RIMA Senvest Management serves as investment manager and general
partner of Senvest Master Fund, L.P.  Richard Mashaal is the
managing member of RIMA Senvest Management, LLC and is president
of, exercising investment and voting powers over, Senvest
International L.L.C.  Mr. Mashaal may be deemed to have voting and
dispositive powers over the shares of Common Stock held by the
Investment Vehicles.

A copy of the regulatory filing is available at:

                        http://is.gd/Jf9lLz

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported a net loss of $67.7 million in 2014
following a net loss of $83.6 million in 2013.  As of Dec. 31,
2014, the Company had $1.98 billion in total assets, $2.45 billion
in total liabilities, and a $474 million total stockholders'
deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


ZALE CORP: Ameriprise No Longer a Shareholder as of Dec. 31
-----------------------------------------------------------
Ameriprise Financial, Inc., and Columbia Management Investment
Advisers, LLC, disclosed in an amended Schedule 13G filed with the
U.S. Securities and Exchange Commission that as of Dec. 31, 2014,
they no longer owned shares of common stock of Zale Corporation.
Ameriprise previously held 1,879,213 common shares as of Dec. 31,
2013.  A copy of the regulatory filing is available at:

                        http://is.gd/bdY1zM

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,  
http://www.zalesoutlet.com/,  
http://www.gordonsjewelers.com/and http://www.pagoda.com/  

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, a net loss of $27.3 million for the year
ended July 31, 2012, a net loss of $112 million for the year
ended July 31, 2011, and a net loss of $93.7 million for the year
ended July 31, 2010.

As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.7 million in total
stockholders' investment.


[*] DSI Launches New Mediation Practice Group
---------------------------------------------
Development Specialists Inc., a provider of management consulting
and financial advisory services for distressed businesses, has
launched a new mediation practice group and has named one of its
own to head the national effort.  Senior Vice President Geoffrey L.
Berman, who has worked as a financial consultant with DSI since
1997 and has also served as a certified mediator in bankruptcy
cases, now heads the DSI Mediation Practice Group.

"Geoff has offered mediation as part of his own practice, but we
felt the time was right to leverage his experience and talents to
build a group with him at the helm," said Bill Brandt, President /
CEO of Development Specialists Inc.  "With Geoff's reputation in
the industry and credibility among his peers, including attorneys,
fellow mediators and the courts, this practice group will foster
the one key ingredient needed in any dispute resolution process --
unsurpassed trust in the mediator."

Mr. Berman has invested most of his professional career building
that trust.  He has more than 35 years of general experience in all
types of insolvency and restructuring case administrations and has
mediated more than 100 separate cases.  Mr. Berman currently
mediates a variety of commercial litigation cases, including those
in the bankruptcy arena.  An executive with DSI since 1997,
Mr. Berman is a certified mediator through Pepperdine University
and he presently serves on the Bankruptcy Mediation Panel for the
Central District of California and the Register of Mediators for
the District of Delaware.

Mr. Berman has served as Chairman of the American Bankruptcy
Institute (ABI), and previously was its President and, before that,
its Vice President of Publications with oversight of the ABI
Journal and other publication projects.  He has been a member of
ABI's Executive and Management Committees, its Board of Directors
from 2002 through 2014, was the chair of the ABI Task Force on
General Assignments and author of the ABI manual on general
assignments.  Mr. Berman formed the ABI Commission for the Study of
Reform of Chapter 11 during his year as ABI's President and served
as an ex-officio member of the Commission.  The Commission released
its Report in December 2014 with over 240 recommendations for
reforming the chapter 11 process.

"My legal training, my skill as a mediator and my commitment as a
fiduciary should instill trust and confidence in clients, their
partners and their legal counsel," said Mr. Berman.  "Throughout my
career, I've built my reputation on quality of service,
professionalism and civility, all of which comes from being truly a
neutral arbiter, as opposed to someone from some insider's network.
I believe my more than 20 years of service with the American
Bankruptcy Institute establish my credibility in the industry."

Mr. Berman was a member of the inaugural faculty for the ABI
Mediation Training program, conducted at the St. John's University
Hugh Carey School for Dispute Resolution in New York.  He also is a
member of the Los Angeles and Bay Area (California) Bankruptcy
Forums.

Along with his mediation practice, Mr. Berman's endeavors have had
a special emphasis on general assignments for the benefit of
creditors as well as post-confirmation estate management through
both liquidating and creditor trusts under confirmed Chapter 11
Plans of Reorganization.  He is a frequent speaker on topics
related to out-of-court and post-confirmation case administration
issues.

Mr. Berman graduated with honors with a degree in business
administration (accounting and finance) and wrote his undergraduate
honors thesis in Finance, from the University of the Pacific in
Stockton.  He also earned his Juris Doctor from Southwestern
University School of Law in Los Angeles.

            About Development Specialists Inc.

Based in Chicago, IL, DSI -- http://www.dsi.biz/-- is a provider
of management consulting and financial advisory services, including
turnaround consulting, fiduciary roles, financial restructure,
litigation support, wind-down oversight and forensic accounting
services.  Clients include business owners, corporate boards of
directors, financial services institutions, secured lenders,
bondholders, unsecured creditors and creditor committees.  


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***