TCR_Public/150303.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 3, 2015, Vol. 19, No. 62

                            Headlines

A.D. WILLIS: Property to Be Auctioned Off March 24
AHCOF INTERNATIONAL: Case Summary & 2 Top Unsecured Creditors
ALBANY WESTWIND: Case Summary & 20 Largest Unsecured Creditors
AMC ENTERTAINMENT: Fitch Raises IDR to 'B+'; Outlook Stable
AMERICAN AXLE: Revises Chief Executive's Employment Contract

AMISTAD RESORT: Case Summary & 10 Largest Unsecured Creditors
ARCHDIOCESE OF ST. PAUL: 17 Priests Identified as Sexual Abusers
ARCTIC GLACIER: S&P Revises Outlook to Stable & Affirms 'B-' CCR
ASSOCIATED WHOLESALERS: M. J. Renick Named Fee Examiner
ATLANTIC POWER: S&P Affirms 'B' CCR, Off Watch Negative

ATP OIL: Asset Sale, $44M Trust Survive Challenge
ATP OIL: Judge Approves Settlement Over Deepwater Drilling Claims
AVON PRODUCTS: S&P Lowers CCR to 'BB'; Outlook Stable
BAPTIST HOME: April 7 Hearing on Confirmation of 3rd Amended Plan
BAY AREA CONSORTIUM: Shuts Down Berkeley Health Center

BIRDSTONE INC: Case Summary & 13 Largest Unsecured Creditors
BOMBARDIER INC: Fitch Rates New $1.5BB Sr. Unsec. Notes 'B+'/'RR4'
BOMBARDIER INC: S&P Rates Proposed $1.5BB Unsecured Notes 'B+'
C. WONDER: Landlord Challenges Proposed Lease Sale
CACHE INC: To Be Delisted From Nasdaq Effective March 9

CAESARS ENTERTAINMENT: Unit's Bankruptcy Risk Killed NY License Bid
CHRYSLER GROUP: Auto Dealer Groups Urge 6th Circ. to Rehear Ruling
CHRYSLER GROUP: Says 3 States Can't Stop $50M Tax Clawback
CHURCH HOME: Fitch Assigns 'BB' Rating on $35.6MM Refunding Bonds
COMMUNITY HEALTH: S&P Assigns BB Rating on New $1.66BB Term Loan

CONCEPTS DIRECT: Board Approves Plan of Complete Dissolution
CORINTHIAN COLLEGES: To Be Delisted From Nasdaq on March 9
COUTURE HOTEL: Asserts Mansa Capital Is Adequately Protected
CPG INT'L: S&P Revises Outlook to Negative & Affirms 'B' CCR
CRC HEALTH: S&P Withdraws 'B' CCR on Completed Acquisition

D & L ENERGY: Committee Files Amended Plan & Disclosure Statement
DEB STORES: Asks Court to Approve Deadline for Filing Admin Claims
DEB STORES: Asks Court to Extend Deadline to Remove Suits
DEB STORES: Seeks More Time to Decide on Unexpired Leases
DELIA*S INC: To Be Delisted From Nasdaq Effective March 9

DETROIT, MI: Says Wayne County's Real Estate Claim Came Too Late
DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
DORAL BANK: Popular Acquires Certain Assets & Deposits From FDIC
EAGLE ROCK: S&P Affirms 'B-' CCR & Sr. Unsecured Debt Ratings
EARTH CLASS MAIL: Case Summary & 20 Largest Unsecured Creditors

ENDEAVOUR INTERNATIONAL: 3-Year Plan 2015-2017 Update Filed
ENERGY FUTURE: Blasts 'Blatantly Improper' Experts in Bond Row
FAMILY CHRISTIAN: Court Orders Joint Administration of Cases
FAMILY CHRISTIAN: Schedules and Statements Due March 4
FL 6801: Exclusive Right to File Plan Extended to March 20

FOODS INC: Revises Schedules of Assets & Liabilities
FOURTH QUARTER: Files Schedules of Assets and Liabilities
FRED FULLER: Settles Claims Asserted Rymes Heating Oils
FRED FULLER: Wins Nod to Sell Used Motor Vehicles for $30,100
GARLOCK SEALING: ACC Recommends Rejection of 2nd Amended Plan

GENERAL MOTORS: JPMorgan Seeks Rehearing of 2nd Circuit Ruling
GINNIE MAE: Watchdog Raises Red Flags on Financial Statements
GREAT SKATE REALTY: Case Summary & 3 Largest Unsecured Creditors
HCSB FINANCIAL: Freddie Moore Resigns as Director
IHEARTCOMMUNICATIONS INC: Closes Offering of $950 Million Notes

INFINITI HOMES: Case Summary & 20 Largest Unsecured Creditors
INFINITY ENTERPRISES: Voluntary Chapter 11 Case Summary
ISLE OF CAPRI CASINOS: S&P Alters Outlook to Pos. & Affirms 'B' CCR
LIFE PARTNERS: Receives Nasdaq Listing Non-Compliance Notice
MACK-CALI REALTY: S&P Lowers CCR to 'BB+'; Outlook Negative

MAGNESIUM CORP: Jury Says Billionaire Looted Mining Firm
MARYMOUNT UNIVERSITY: S&P Rates $64.90MM Revenue Bonds 'BB+'
MOBERLY, MO: S&P Affirms 'B-' LongTerm Rating on COPs
MRCEM LLC: Case Summary & 3 Largest Unsecured Creditors
NATHAN'S FAMOUS: S&P Assigns 'B-' CCR & Rates $125MM Notes 'B-'

NAVISTAR INTERNATIONAL: To Web Cast Q1 Results on March 3
NEW CENTAUR: S&P Affirms 'B' Corp. Credit Rating
PACIFIC GAS: Scores $52M From Energy Crisis Bankruptcy Fund
RADIOSHACK CORP: GameStop Wins Bidding for 160+ Stores
RADIOSHACK CORP: Proposes to Hire Jones Day as Counsel

REVSTONE INDUSTRIES: Creditors Aim to Ax $85M Ascalon Claims
REVSTONE INDUSTRIES: Judge Extends Deadline to Remove Suits
RIVIERA HOLDINGS: Sells Hotel Property; To Cease Operations
SEARS HOLDINGS: ESL Investments Holds 55.9% Stake as of Feb. 25
SEARS HOLDINGS: Reports $159 Million Net Loss for Fourth Quarter

SEARS METHODIST: Files Supplement to Joint Plan of Reorganization
SILVER EAGLE ACQUISITION: To Be Delisted From Nasdaq on March 9
SKYMALL LLC: Brand Could Be Relaunched in June, Report Says
STOCKTON, CA: Plan of Adjustment Effective
STYNER PROPERTIES: Case Summary & Largest Unsecured Creditor

SWIFT TRANSPORTATION: S&P Raises CCR to 'BB-'; Outlook Stable
T-L CONYERS: Loan Modification Agreement with Valley State Okayed
TAJ MAHAL: Hard Rock to Continue Atlantic City Cafe Operations
THQ INC: Judge Dismisses Shareholder Suit Over UDraw Sales
TIANYIN PHARMA: Receives NYSE MKT Listing Non-Compliance Notice

TOLLENAAR HOLSTEINS: Seeks Authority to Sell Cows and Calves
TRONOX INC: Missouri Getting $44-Mil. from Anadarko Settlement
TRUMP ENTERTAINMENT: Union Tells 3rd Circ. CBA Wrongly Axed
UNITED CONTINENTAL: S&P Raises CCR to 'B+'; Outlook Positive
UNIVERSITY GENERAL: In Chapter 11 After Merger Talks Failed

WBH ENERGY: Castlelake Wants Stay Relief on LLC and LP's Assets
WET SEAL: To Be Delisted From Nasdaq Effective March 9
WINLAND OCEAN SHIPPING: Meeting of Creditors Set for April 14
[*] Arnstein & Lehr Welcomes Edmund Whitson for Tampa Office
[*] Dentons Boosts Banking Services Sector with Jeffrey Dunetz

[*] Paul Labov Joins Fox Rothschild Restructuring Practice
[^] Large Companies With Insolvent Balance Sheet

                            *********

A.D. WILLIS: Property to Be Auctioned Off March 24
--------------------------------------------------
The U.S. Bankruptcy Court ordered the sale of property owned by
A.D. Willis Company, which is a 22,750 square-feet office/warehouse
on a 2 acre site that is listed at $1.4 million.  An auction will
take place on March 24, 2015.  A $400,000 minimum bid is required.
The property will be sold at or above $400,000.

CBRE Auctions Online can be reached at Tel: 800.815.1038.

Based in Austin, Texas, A.D. Willis Company Inc. is a roofing
contractor.  The company has between 50 and 99 employees.  Jim
Pipes is the president of company.


AHCOF INTERNATIONAL: Case Summary & 2 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: AHCOF International Development Company, Inc.
        3833 Paseo Hidalgo
        Malibu, CA 90265

Case No.: 15-10387

Chapter 11 Petition Date: February 27, 2015

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

Judge: Hon. Peter Carroll

Debtor's Counsel: Aurora Talavera, Eq.
                  ALLIED LEGAL GROUP INC.
                  355 S Grand Ave Ste 2450-04
                  Los Angeles, CA 90071
                  Tel: 800-919-3075
                  Fax: 213-596-3737
                  Email: admin@alliedlegalgroup.com

Total Assets: $2.79 million

Total Liabilities: $3.36 million

The petition was signed by Aret Kocoglu, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-10387.pdf


ALBANY WESTWIND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Albany Westwind, Ltd.
        5001 Philips Highway, Suite 7-B
        Jacksonville, FL 32207

Case No.: 15-00836

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 27, 2015

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

Judge: Hon. Jerry A. Funk

Debtor's Counsel: Richard R Thames, Esq.
                  THAMES MARKEY & HEEKIN, P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: 904-358-4000
                  Email: rrt@tmhlaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by A.T. Parsons, Jr., president of Property
Planning, Inc., general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb15-00836.pdf


AMC ENTERTAINMENT: Fitch Raises IDR to 'B+'; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of AMC
Entertainment, Inc. (AMC) to 'B+' and revised the Rating Outlook to
Stable from Positive.  Further, Fitch has upgraded AMC's senior
secured revolver and term loan by one notch to 'BB+/RR1', and AMC's
subordinated notes by one notch to 'B/RR5'.

The upgrade is primarily driven by AMC's operating performance
resilience during 2014 (admission revenue decline of 4.5% vs.
industry-wide decline of 5.2%), driven by success of the company's
various strategies.  Even with consolidated revenue decline in 2014
of 2%, AMC was able to drive admission revenue per attendee by
1.7%, concession revenue per attendee by 7.9%, concession gross
profit per attendee by 7.4%, and increase EBITDA margins slightly
to 15.9% for FY2014.  AMC's operating performance has enabled AMC
to hold adjusted leverage below 5.5x at a time when Fitch believes
the industry is at a trough in terms of attendance, which is
consistent with a 'B+' rating for this industry.  In
strong-performing box office years, metrics may be stronger in
order to provide a cushion for weaker box office years.

Through improvements in operations and reduction in absolute levels
of debt, AMC has driven unadjusted gross leverage from 8.7x in 2011
to Fitch estimated 4.3x as of Dec. 31, 2014.

AMC has demonstrated traction in key strategic initiatives, as can
been seen in its improving admission revenue per attendee,
concession revenue per attendee, and concession gross profit per
attendee.  Fitch calculates Dec. 31, 2014 latest 12 months (LTM)
EBITDA margins of 15.3% (excludes National Cinemedia distribution),
an improvement from 13.6% at Sept. 27, 2012.  Fitch recognizes that
AMC's expected investment into premium food offerings will pressure
high concession margins; however, growth in the top line should
grow absolute gross profit dollars in this segment.

AMC Entertainment Holdings Inc. (AMCH) instituted a quarterly
dividend of $19.5 million ($78 million for the full year), with the
first dividend paid in 2Q'14.  In conjunction with elevated capital
expenditures relative to historical periods, the dividend will
pressure free cash flow (FCF).  Fitch has modeled capital
expenditure spending of approximately $255 million and $270 million
in 2015 and 2016, respectively.  As a result, Fitch expects FCF
will range from zero to positive $50 million over the next two
years.  LTM FCF at Dec. 31, 2014 was negative $26 million.

Fitch believes that AMC has sufficient liquidity to fund capital
initiatives, make small theater circuit acquisitions, and cover its
term loan amortization.  Liquidity is supported by cash balances of
$218 million and availability of $135 million on its secured
revolver as of Dec. 31, 2014.

KEY RATING DRIVERS

AMC's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.

Despite a low growth rate in 2013 box office performance (up 0.8%),
2014's film slate delivered negative growth in box office revenues,
down 5.2%, according to Box Office Mojo.  Industry-wide attendance
declines of 5.6% were offset minimally by a 0.5% increase in
average ticket price, and year-over-year comparisons will prove
easy in 2015.  As in the past few years, there are many
high-profile sequels that have a strong likelihood of box office
success.  The releases of 'Avengers: Age of Ultron', 'Bond 24',
'The Hunger Games - Mockingjay - Part 2', 'Avatar 2', and 'Star
Wars: Episode VII' headline a strong film slate.  Fitch believes
the film slate will support industry-wide box office revenue levels
with low- to mid-single-digit increase in attendance and a slightly
increased average ticket price.

Fitch believes the investments made by AMC and its peers to improve
the patron experience is prudent.  While capital expenditure may be
elevated in the near term and concession high margins may be
pressured over the long term, Fitch believes that the exhibitors
will benefit from delivering an improved value proposition to its
patrons and that the premium food services/offerings will grow
absolute levels of revenue and EBITDA.

The ratings factor the intermediate/long-term risks associated with
increased competition from at-home entertainment media, limited
control over revenue trends, collapsing film distribution windows,
and increasing indirect competition from other distribution
channels (such as DVD, VOD, and OTT).  For the long term, Fitch
continues to expect that the movie exhibitor industry will be
challenged in growing attendance and that any potential attendance
declines will offset some of the growth in average ticket prices.

In addition, AMC and its peers rely on the quality, quantity, and
timing of movie product, all factors out of management's control.

KEY ASSUMPTIONS:

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

   -- Attendance growth in the low- to mid-single-digit range;

   -- Average ticket price growth in the low- to mid-single-digit
      range;

   -- Increasing margin due to operating leverage on higher ticket

      prices driven by premium offerings, offset by lower margin
      from the food and beverage initiatives;

   --  FCF of zero to positive $50 million over the next two year.

LEVERAGE AND LIQUIDITY

AMC's liquidity is supported by $218 million of cash on hand (as of
Dec. 31, 2014) and $135 million availability (net of letters of
credit) on its revolving credit facility, which is sufficient to
cover minimal amortization payments on its term loan.

The company has a manageable maturity schedule, which consists of:

   -- Revolver due in 2018;

   -- $600 million in subordinated notes and $771 million term
      loan (amortizing at $7.5 million per annum) due 2020;

   -- $375 million in subordinated notes due 2022.

RECOVERY RATINGS

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Fitch estimates an
adjusted, distressed enterprise valuation of $1.4 billion using a
5x multiple and including an estimate for AMC's 15% stake in
National CineMedia LLC (NCM) of approximately $88 million.

The 'RR1' Recovery Rating for the company's secured bank facilities
reflects Fitch's belief that 91% - 100% expected recovery is
reasonable.  While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $2.3 billion (calculated at a net
present value) in operating lease commitments due to their
significance to the operations in a going-concern scenario and is
liable for 15% of those rejected values.

AMC's senior subordinated debt reflects the expected full
redemption of AMC's senior unsecured notes.  The 'RR5' Recovery
rating on the subordinated notes reflects an expected recovery
range of 11% - 30%.

RATING SENSITIVITIES

Positive Trigger: Fitch heavily weighs the prospective challenges
facing AMC and its industry peers in arriving at the long-term
credit ratings.  Significant improvements in the operating
environment (sustainable increases in attendance from continued
success of operating initiatives) driving FCF/adjusted debt above
2% and adjusted leverage below 4.5x on a sustainable basis could
have a positive effect on the rating.  In strong box office years,
metrics may be strong in order to provide a cushion for weaker box
office years.

Negative Trigger: A debt-financed material buyout, acquisition or
return of capital to shareholders that would raise the unadjusted
gross leverage beyond 5.5x could have a negative effect on the
rating.   In addition, meaningful, sustained declines in attendance
and/or per-guest concession spending that drove leverage beyond
5.5x would pressure the rating as well.

Fitch has upgraded these ratings for AMC:

   -- IDR to 'B+' from 'B';
   -- Senior secured credit facilities to 'BB+/RR1', from
      'BB/RR1';
   -- Senior subordinated notes to 'B/RR5' from 'B-/RR5'.

The Rating Outlook has been revised to Stable from Positive.



AMERICAN AXLE: Revises Chief Executive's Employment Contract
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. and David C. Dauch,
Chairman of the Board, president and chief executive officer of the
Company, amended and restated Mr. Dauch's employment agreement with
the Company, dated Sept. 27, 2013, to change the payments and
benefits to Mr. Dauch in the event his employment is terminated on
or within two years after a Change in Control.

If Mr. Dauch's employment is terminated without cause or for good
reason on or within two years after a Change in Control, Mr. Dauch
will be entitled to receive the following payments and benefits, in
addition to any other accrued compensation and benefits:

* A cash amount equal to three times his base salary in effect on

   the date of his termination of employment (currently
   $1,150,000);

* A cash amount equal to three times the greater of his target
   annual bonus for either the year of the CIC or the year of his  

   termination of employment;

* If termination of employment occurs during the same year as the

   CIC, a prorated target annual bonus for the year of
   termination;

* If termination of employment occurs in a year following the
   year of the CIC, the greater of the prorated target annual
   bonus for the year of termination or for the year in which the
   CIC occurs;

* Continued participation in the Company's medical benefit plans
   for three years following termination of employment or, in
   certain cases, a cash amount equal to the value of the benefit
   continuation, subject to mitigation;

* Reimbursement of outplacement service costs of up to $50,000
   incurred within 24-months following his termination of
   employment; and

* Reimbursement of legal fees incurred in the enforcement of his
   rights in the event of a CIC, subject to repayment under
   certain conditions.

This salary and benefit continuation is subject to Mr. Dauch's
execution and non-revocation of a general waiver and release of
claims against the Company and his continued compliance with the
confidentiality, non-competition, non-solicitation and intellectual
property assignment provisions of the agreement.  This salary and
benefit continuation is also subject to recoupment or clawback.

The amended and restated employment agreement reflects Mr. Dauch's
current base salary of $1,150,000 and his current long-term
incentive target amount of 375% of base salary.

            AAM Executive Officer Change in Control Plan

On Feb. 19, 2015, upon approval and recommendation by the
Compensation Committee of the Board of Directors of the Company,
the Board approved and adopted the AAM Executive Officer Change in
Control Plan for (i) executive officers of either the Company or
AAM with the title of "Vice President" or above and (ii) certain
other associates of either the Company or American Axle &
Manufacturing, Inc. as determined by the Committee in its sole
discretion from time to time.

Under the Plan, upon a termination of a Participant's employment by
the Company without Cause or a resignation by the Participant for
Good Reason within the two-year period commencing on the date of a
Change in Control, the Participant will be entitled to receive the
following payments and benefits, in addition to any other accrued
compensation and benefits:

* A cash amount equal to the Participant's base salary multiplied
   by the applicable severance multiple;

* A cash amount equal to the Participant's Reference Bonus  
   multiplied by the applicable severance multiple;

* Any unpaid annual bonus for any completed performance year
   immediately preceding the year of the Change in Control;

* If termination of employment occurs during the same year as the

   CIC, a prorated target annual bonus for the year of
   termination;

* If termination of employment occurs in a year following the
   year of the CIC, the greater of the prorated target annual
   bonus for the year of termination or for the year in which the
   CIC occurs;

* Continued participation in AAM's medical benefit plans for two
   years following termination of employment, or, in certain
   cases, a cash amount equal to the value of the benefit
   continuation, subject to mitigation;

* Reimbursement of outplacement service costs of up to $30,000
   incurred within the 24-months following the Participant's
   termination of employment; and

* Reimbursement of legal fees incurred in the enforcement of the
   Participant's rights in the event of a CIC, subject to
   repayment under certain conditions.  

The applicable severance multiple for the Executive Officer
Participants is 2 and the applicable severance multiple for the
Associate Participants is 1.5.

This salary and benefit continuation is subject to the
Participant's execution and non-revocation of a general waiver and
release of claims against the Company and the Participant's
continued compliance with the two-year non-competition provision of
the Plan.  This salary and benefit continuation is also subject to
recoupment or clawback.

If any of the payments or benefits under the Plan are deemed to be
parachute payments under Section 280G of the Internal Revenue Code,
as amended, and be subject to the excise tax imposed under Section
4999 of the Internal Revenue Code, the payments or benefits will be
reduced by the amount required to avoid the excise tax if the
reduction would give the Participant a better after-tax result than
if he received the full payments and benefits.

                 Forms of Award Agreements under
                   2012 Omnibus Incentive Plan

On Feb. 19, 2015, the Company updated its forms of award agreements
for 2015 grants of equity incentives under the 2012 Omnibus
Incentive Plan.  The updated forms of award agreements for grants
of restricted stock units and performance shares to executive
officers require termination of employment following a CIC as a
condition precedent to accelerated vesting of those awards.  

                        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 Dec. 31, 2014, American Axle had $3.25 billion in total
assets, $3.14 billion in total liabilities and $113.4 million in
total 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.


AMISTAD RESORT: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Amistad Resort Property, LLC
        11207 Hwy. 90 West
        Del Rio, TX 78840

Case No.: 15-50506

Chapter 11 Petition Date: February 27, 2015

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

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: wrdavis@langleybanack.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Byron Velvick, member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-50506.pdf


ARCHDIOCESE OF ST. PAUL: 17 Priests Identified as Sexual Abusers
----------------------------------------------------------------
Jean Hopfensperger at the Star Tribune reports that Jeff Anderson,
Esq., the attorney for sexually abused victims, has identified 17
priests accused of the abuse.

Elizabeth Mohr at TwinCities.com relates that these 17 names bring
to 55 the number of priests against whom Mr. Anderson's firm has
filed lawsuits or claims: Joseph Baglio, John Jerome Boxleitner,
Patrick William Coates, Leonard Cowley, Alphonsus Ferguson, Thomas
Gardner, Jerry Grieman, Marvin Klaers, James Namie, Jerome Plourde,
Noel Shaughnessy, Ladislaus Sledz, Emil Twardochleb, Joseph
Warnemunde, Harold Whittet, Karl M. Wittman and Vincent Worzalla.

According to TwinCities.com, the list currently contains names of
59 clergy with claims of abuse that occurred within the Twin Cities
archdiocese and nine outside of the archdiocese.  The report says
that the Archdiocese added these names to the list and released
them: James Namie, Michael Bik, James Robert Murphy, and Raimond
Rose.  Star Tribune relates that the Archdiocese also added Rev.
Freddy Montero.

TwinCities.com quoted Mike Finnegan, Esq., partner at Mr.
Anderson's firm as saying, "The more information that gets out
about the abuse here, the better our kids are protected.  Also,
having the names out there allows others who were abused by these
people to know they are not alone and that they can come forward
and get help now."

The Star Tribune relates that the names will keep coming under
terms of an agreement reached in October 2014 between the
Archdiocese and Mr. Anderson, and documentation of the incidents
will follow.  
Madeleine Baran at Mprnews.org recalls that the Archdiocese started
disclosing the names of accused clergy in December 2013, when
Ramsey County Judge John Van de North ordered it to release the
names of 33 priests on a previously sealed list.

Citing Mike Finnegan, Esq., a partner at Mr. Anderson's firm, the
Star Tribune states that about 180 people have filed abuse
complaints with Mr. Anderson's office, served notices of claims, or
are in the process of having notices of claims sent on their
behalf.

                   About Archdiocese of St. Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and
parishes are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

According to the docket, the Debtor's exclusivity period for
Filing plan and disclosure statement ends May 18, 2015.
Governmental proofs of claims are due July 15, 2015.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases
in the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.


ARCTIC GLACIER: S&P Revises Outlook to Stable & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Winnipeg, Man.-based Arctic Glacier LLC to stable from negative. At
the same time, Standard & Poor's affirmed its 'B-' long-term
corporate credit rating on the company.

"We base the outlook revision on our expectation that the
incremental debt facility will improve Arctic Glacier's liquidity
ahead of the company's seasonal working-capital peak in
second-quarter 2015," said Standard & Poor's credit analyst Donald
Marleau.  Furthermore, the company's improving profitability should
contribute to positive free operating cash flow and support
"adequate" liquidity.

Standard & Poor's also affirmed its 'B-' issue-level rating on
wholly owned U.S. subsidiary Arctic Glacier U.S.A. Inc.'s senior
secured first-lien term loan due 2019.  The '3' recovery rating on
the debt is unchanged and indicates S&P's expectation of meaningful
(50%-70%) recovery in the event of default.

The ratings on Arctic Glacier reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly leveraged"
financial risk profile.  S&P bases its business risk assessment on
the company's narrow product portfolio, seasonal and cyclical
demand, and the industry's competitive and commoditized conditions.
Partially offsetting these factors is Arctic Glacier's position in
North America as the second-largest supplier in this otherwise
fragmented industry.  S&P believes the company will continue making
tuck-in acquisitions to expand its geographic profile.

The stable outlook reflects Standard & Poor's expectation that
Arctic Glacier's improving profitability will contribute to
positive free operating cash flow and adequate liquidity through
its seasonal working-capital peak in second-quarter 2015.  After
incorporating the recent term-loan add-on, S&P expects that recent
acquisitions and cost reductions could help boost fully adjusted
EBITDA interest coverage to almost 2x in 2015.

S&P could lower the ratings on Arctic Glacier if weak earnings and
cash flow in 2015 caused liquidity to deteriorate ahead of
working-capital investments in early 2016.  S&P believes that such
a scenario could occur if EBITDA interest coverage dropped below
1.5x, potentially indicating a weak selling season in 2015 or
difficulties in managing planned cost cuts and growth initiatives,
and likely coinciding with pressure on financial covenants.

S&P is unlikely to raise its rating on Arctic Glacier in the next
year, given S&P's expectation for leverage above 5x, volatile
earnings and cash flow owing to economic and seasonal factors, and
the company's ownership by a financial sponsor.



ASSOCIATED WHOLESALERS: M. J. Renick Named Fee Examiner
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order appointing M. J. Renick & Associates LLC as fee examiner in
the Chapter 11 cases of ADI Liquidation, Inc., et al.

The Court has determined that in conjunction with the appointment
of the fee examiner, it is necessary to establish uniform
procedures for the review, allowance and payment of fees and
expenses of the retained professionals.

The Fee Examiner will, among other things, review monthly fee
applications, interim fee applications, and final fee applications
filed in the Debtors' Chapter 11 cases.

Unless otherwise ordered by the Court, the order will apply to all
professionals in the Debtors' Chapter 11 cases requesting
compensation and/or reimbursement of expenses for services rendered
pursuant to Sec. 327, 330, 331 or 1103 of the Bankruptcy Code,
except: (i) all members of any official committee appointed in the
cases; (ii) any claims for reimbursement of professional fees and
expenses under 11 U.S.C. Sec. 503(b), (iii) fees earned by
professionals that represent a percentage of a specified
transaction, and (v) any professional in the cases employed or to
be employed pursuant to Sec. 363 of the Bankruptcy Code.

                   About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI had 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey.  White
Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings on
the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group (consisting
of lenders, Bank of America, N.A., Bank of American Securities LLC
as sole lead arranger and joint book runner, Wells Fargo Capital
Finance, LLC as joint book runner and syndication agent, and RBS
Capita, as documentation agent) an aggregate principal amount of
not less than $131,857,966 (inclusive of outstanding letters of
credit), plus accrued interest.  The Debtors estimate trade debt of
$72 million.  AWI Delaware disclosed $11,440 in assets and
$125,112,386 in liabilities as of the Chapter 11 filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.

The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers, which changed
its name to AWI Delaware, Inc., prior to the approval of the sale,
to sell substantially all of its assets, including their White
Rose grocery distribution business, to C&S Wholesale Grocers, Inc.

The C&S purchase price consists of the lesser of the amount of the
bank debt, which totals about $18,100,000 and $152,110,000, plus
other liabilities, which amount is valued at $193,900,000.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that
closing occurred in connection with the sale of their assets to
C&S.  AWI Delaware subsequently changed its name to ADI
Liquidation, Inc., following the closing of the sale.



ATLANTIC POWER: S&P Affirms 'B' CCR, Off Watch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
diversified power developer Atlantic Power Corp. (APC) and
affiliate Atlantic Power Limited Partnership (APLP), including the
'B' corporate credit ratings.  S&P removed the ratings from
CreditWatch with negative implications, where it placed them on
Sept. 17, 2014.  S&P also revised its recovery rating on APC's
senior unsecured debt to '2' from '4'.

The CreditWatch placement followed the departure of the company's
CEO and a significant cut in distributions by the company that had
triggered S&P's review of the company's financial plan.  In
September 2014, APC had lowered its dividend by 70% (C$0.12
annually from C$0.40), a second distribution cut in 18 months,
following a 65% reduction in February 2013.  The company had also
revised its distribution payments to a quarterly schedule from
monthly payouts.  The company had cited a reevaluation of its
medium-term plan, including debt maturities and recontracting risk
from 2017 onward that had caused the change in its payout policy.

The challenge management faces at this point is the relatively high
leverage as it deals with recontracting risk in 2017 and 2018.
Atlantic is considering selling assets (the company has made
statements that its wind assets could be candidates for sale) and
using proceeds for deleveraging.

S&P is affirming the ratings based on its expectations that:

   -- The sale of the wind portfolio would appear to be a likely
      divestment by the company. APC is not restricted by its
      capital structure on use of proceeds and wind assets appear
      to be attractive assets in the current market.

   -- Even if a sale does not close successfully, ratios are
      incrementally weaker but the level of financial performance
      on a quality of cash flow (QCF) score of '6' is adequate for

      the rating.  There are no debt acceleration covenants in the

      documents.  If Atlantic cannot meet its EBITDA to interest
      covenant it will have restrictions on dividend payments over

      a specified amount, but the covenant breach is not an event
      of default.

   -- S&P expects the company to be in compliance with its
      covenants in first-half 2015 (APC's bond fixed-charge ratio
      was not in compliance at year-end 2014 because of make-whole

      charges incurred in February 2014).  Management changes have

      concluded and a new CEO has taken charge.

"The stable outlook reflects our expectation that the company will
maintain POCF to mandatory debt service levels above 1.9x and POCF
to debt above 13%," said Standard & Poor's credit analyst Aneesh
Prabhu.

S&P also expects POCF to interest levels to be above 2x.  Selling
the wind assets will not change these levels materially, but S&P
expects a potential sale (and proceeds used for debt reduction) to
move consolidated debt leverages, as reflected in consolidated debt
to EBITDA by 50 basis points to below 6x by year-end 2015, which
supports ratings.



ATP OIL: Asset Sale, $44M Trust Survive Challenge
-------------------------------------------------
Law360 reported that a Texas federal judge dismissed a challenge to
bankrupt ATP Oil & Gas Corp.'s sale of assets to Bennu Oil & Gas
LLC, concluding that the plaintiff, a company with joint liability
for certain decommissioning obligations, lacked standing to
challenge the sale.

According to the report, Fortune Natural Resources Corp. argued in
its appeal that a bankruptcy court should not have allowed the U.S.
Department of the Interior sole discretion to apply a $44 million
trust -- established during sales negotiations with Bennu -- for
ATP's decommissioning obligations on its oil and gas leases.  If
the funds had stayed with ATP, Fortune argued, there would be money
that Fortune or other claimants could recover, Law360 related.

But U.S. District Judge Gray H. Miller disagreed, contending that
Fortune would not have had access to the funds, even if the
bankruptcy court had not approved the sale and trust, saying that
before the sale's approval, no funds existed for decommissioning
obligations, the report further related.

                        About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


ATP OIL: Judge Approves Settlement Over Deepwater Drilling Claims
-----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Marvin Isgur in Texas
overruled creditors' objections and approved a settlement in which
ATP Oil & Gas Corp. and the U.S. Department of the Interior dropped
respective $70 million and $61 million claims stemming from a
post-Deepwater Horizon drilling moratorium.

According to the report, in his order, Judge Isgur dispelled the
creditors' concerns, saying that the deal doesn't preclude any
claims ATP can assert against other entities, including BP
Production & Exploration Inc., for damages it may have sustained as
a result of the 2010 oil spill.

As previously reported by The Troubled Company Reporter, the
federal government urged Judge Isgur to overrule creditors'
objections and approve the settlement.  In a motion to compromise
controversy with the U.S., through the U.S. Department of the
Interior and the U.S. Environmental Protection Agency, ATP's
Chapter 7 trustee, Rodney Tow, asked the judge in December to
approve the settlement.

                        About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


AVON PRODUCTS: S&P Lowers CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on New York-based Avon Products Inc. to 'BB' from 'BB+'. The
outlook is stable.

At the same time, S&P lowered its issue-level ratings on all of
Avon's senior unsecured debt to 'BB' from 'BB+', including its
multiple senior unsecured notes.  Total debt outstanding as of Dec.
31, 2014, was about $2.6 billion.

"Our rating action on Avon Products Inc. reflects the declining
revenue trend from 2012 through 2014 (which we expect to continue
into 2015) coupled with the multiple challenges and headwinds to
top line growth and profitability," said Standard & Poor's credit
analyst Peter Deluca.  "As most revenue is generated overseas, the
global footprint exposes the company to local foreign exchange
movements and heightened competition from local competitors," added
Mr. Deluca.  "The new tax in Brazil coupled with worsening economic
conditions will further weigh on operations during 2015. The active
representative count continues a longer-term decline across
markets, and arresting this decline will be important to sustained
growth in revenue and profitability."

Without sustained revenue growth, a vibrant and growing active
representative count, and right-sizing the cost base of the
company's global footprint, the company will continue to struggle
to achieve steady revenue growth and sustained profitability.
Despite these headwinds, S&P expects liquidity to be satisfactory,
and the company has no near-term debt maturing until March 2016.



BAPTIST HOME: April 7 Hearing on Confirmation of 3rd Amended Plan
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on April 8, 2015, at
11:00 a.m., to consider the confirmation of Baptist Home of
Philadelphia's Third Amended Plan of Reorganization.  Objections,
if any, are due April 1.

The Court has already approved the Disclosure Statement, paving the
way for the  Debtor to begin solicitation of votes on the Plan.
Ballots accepting or rejecting the Plan are due April 1, at 4:00
p.m.

The Debtor will serve the documents related to the Plan
confirmation by first class mail, postage prepaid, by no later than
March 2.

According to the Disclosure Statement dated Feb. 24, 2015, the Plan
also provides for the continued existence of the Debtor following
confirmation of the Plan so that it may continue to act and use its
assets remaining after distributions to holders of Allowed Claims
have been made, in furtherance of its charitable mission.

On Dec. 1, 2014, the Debtor closed the Court-approved sale of
substantially all of its assets related to its operation of the
Deer Meadows Retirement Community pursuant to that certain asset
purchase agreement dated July 25, 2014 (as amended and
supplemented) to Deer Meadows Property, L.P.

The Reorganized Debtor, in consultation with the Committee, will,
among other responsibilities, administer and resolve all Claims
filed against the Debtor's estate and make all distributions under
the Plan.  No bond shall be required of the Reorganized Debtor
in connection with the Plan.

The funds utilized to make cash payments under the Plan have been
or will be generated from, among other things, the assets, the net
sale proceeds, the Debtor's operations prior to closing.

A copy of the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/BaptistHome_3rdDS.pdf

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37.3 million in assets and
$34.6 million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.



BAY AREA CONSORTIUM: Shuts Down Berkeley Health Center
------------------------------------------------------
Sam Levin at East Bay Express reports that Bay Area Consortium for
Quality Health Care has closed its South Berkeley clinic, The
Berkeley Health Center for Women and Men.

Court documents and state and county reports show that the
organization, which has received substantial public funding over
the years, has been plagued by financial mismanagement and
protracted disputes.

East Bay Express relates that when the nonprofit refused to close
down the property after a federal bankruptcy judge terminated the
center's Berkeley lease in January 2015 due to the nonprofit's
continued inability to pay off its debts, the center was then
ordered to immediately vacate the premises.

Court documents show that the nonprofit owes hundreds of thousands
of dollars to the state and federal governments and to its
landlords, workers, vendors, and consultants.  East Bay Express
states that the debts include unpaid payroll taxes, resulting in
more than $68,000 that the nonprofit owes to the state and almost
$700,000 it owes to the Internal Revenue Service.

East Bay Express reports that the center failed to inform patients
about the closure and didn't make arrangements to handle
confidential documents at the facility.  According to East Bay
Express, U.S. Bankruptcy Court Judge William Lafferty said that
months earlier, the consortium was given an opportunity to name an
ombudsman to represent patients during the bankruptcy process, but
the nonprofit failed to do so.

Court documents state that executive director Gwen Rowe-Lee Sykes'
brother and mother were hired as "consultants" to the nonprofit and
major creditors in the bankruptcy case.  According to court
documents, Ms. Sykes claimed that her organization owes $280,000 to
Alex Rowe, her brother, and $80,000 to Betty Rowe, her mother.

Nonprofit Bay Area Consortium for Quality Health Care, dba Berkeley
Health Center for Women & Men, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Cal. Case No. 14-43243) on Aug. 4, 2014.


BIRDSTONE INC: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Birdstone, Inc.
           dba Three Brothers
           dba Corner Market
           dba Brookside North
           dba Brookside Express
        602 E. Perry St.
        Paulding, OH 45879

Case No.: 15-30551

Chapter 11 Petition Date: March 1, 2015

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

Judge: Hon. John P Gustafson

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

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alan Griffiths, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb15-30551.pdf


BOMBARDIER INC: Fitch Rates New $1.5BB Sr. Unsec. Notes 'B+'/'RR4'
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+'/'RR4' to Bombardier
Inc.'s (BBD) planned issuance of US$1.5 billion or more of senior
unsecured notes.  The Rating Outlook is Negative.

Proceeds of the new notes will be used to shore up the company's
liquidity during an extended period of high spending to develop new
aircraft programs including the CSeries and Global 7000 and 8000
business jets.  Fitch anticipates proceeds in excess of US$1.5
billion will be available to pay down 4.25% notes due January
2016.

In addition to note proceeds, BBD recently raised more than US$860
million of common equity that will further support its liquidity.
Disbursement of proceeds from the new notes and equity will be
contingent on approval of the equity issuance by shareholders which
Fitch expects will occur at a scheduled shareholder meeting in late
March 2015.  Fitch also expects BBD's bank facilities will be
amended concurrently with the new debt and equity which would
address any near term concerns about covenant compliance. Covenants
were in compliance at the end of 2014.

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
includes BBD's new debt.  The RR '6' for subordinated convertible
debt and preferred stock reflects a low priority position relative
to BBD's debt.

KEY RATING DRIVERS

BBD's ratings incorporate BBD's high leverage and negative free
cash flow (FCF) which may not improve materially before BBD's
development spending begins to taper off.  Fitch estimates
debt/EBITDA was above 7x at the end of 2014 on a pro forma basis
including the planned debt.  FCF in 2014 was significantly more
negative than expected by Fitch 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.

Negative FCF reflects BBD's capital spending plans of approximately
$2 billion in 2015 which has remained higher than expected, largely
due to delays on the CSeries and rising expenditures 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 would become a larger concern in 2016.  However, proceeds
from new capital being raised by BBD will provide a substantial
liquidity cushion until development spending declines. Besides
capital expenditures, BBD has approximately $750 million of 4.25%
notes scheduled to mature in January 2016, and the company
estimates pension contributions at $320 million in 2015.

Other 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 lengthy 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.

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.  In addition to
restructuring, the company indicated recently it is considering
actions to participate in industry consolidation in order to reduce
debt.  The nature of such an action is unclear but may offer a
route toward strengthening BBD's operating performance.

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.  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 at least $2.25
      billion will boost cash to a level that removes liquidity as

      a near term concern through the next two years.  In the
      unlikely 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).  Fitch expects 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 currently rates BBD as:

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



BOMBARDIER INC: S&P Rates Proposed $1.5BB Unsecured Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating, and '4' recovery rating, to Montreal-based
Bombardier Inc.'s proposed US$1.5 billion aggregate amount of
senior unsecured notes.  These obligations comprise two tranches,
the breakdown of the amount in each yet to be determined.  S&P's
rating on the notes is the same as its corporate credit rating on
Bombardier.  The '4' recovery rating corresponds with average
(30%-50%) recovery in S&P's default scenario, and the notes fall to
the low-end of the range for this recovery rating.

The new notes will be senior unsecured obligations of Bombardier,
ranking equally with all other unsecured and unsubordinated debt.
S&P understands that net proceeds will be used for general
corporate purposes.

Although the proposed debt issuance will result in a deterioration
of leverage metrics, S&P believes this will be offset by
Bombardier's strengthening liquidity position, which should be
sufficient to allow the company to fund its development programs,
including the CSeries' entry into service.  However, S&P views
Bombardier's expected debt levels to be very high for the current
rating and, in S&P's view, EBITDA growth combined with a reduction
in capital spending will be necessary past 2015 for the company to
deleverage and maintain the 'B+' rating.

The ratings on Bombardier reflect what S&P views as the company's
"fair" business risk profile and "highly leveraged" financial risk
profile.

"Our ratings take into consideration the company's leading market
positions in the transportation and business aircraft segments, as
well as Bombardier's product range and diversity," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "These positives are
offset, in part we believe, by the continued execution risk
associated with Bombardier's entry into service of the CSeries jet,
high leverage, and reported profitability that has been weak in
both the aerospace and transportation divisions,"
Ms. Koutsoukis added.

Bombardier is engaged in the manufacture of transport solutions
worldwide.  It operates in two distinct industries: aerospace and
rail transportation.  It has 79 production and engineering sites in
27 countries, and a worldwide network of service centers.  S&P
views the industry risk as "intermediate" and the country risk as
"low."

RATINGS LIST

Bombardier Inc.
Corporate credit rating                 B+/Negative/--

Ratings Assigned
US$1.5 billion senior unsecured notes   B+
Recovery rating                        4



C. WONDER: Landlord Challenges Proposed Lease Sale
--------------------------------------------------
Law360 reported that C. Wonder's landlord has objected to the
debtor's motion to sell the company's lease in New York's trendy
SoHo neighborhood to a discount teen retailer, arguing that the
proposed buyer isn't fit for the ultra-luxury space and that the
agreement contains an excessive overbid clause.

According to the report, Spring Street Co. LLC, the landlord of the
so-called Marc Jacobs building at 72 Spring Street in SoHo, alleged
that the debtors moved forward with a proposed bid from a budget
teen retailer.

As previously reported by The Troubled Company Reporter, C. Wonder
sought permission to sell all of its interests in and to all
intellectual property, including but not limited to, the C. Wonder
marks, all tangible personal property at its corporate offices
located at 1115 Broadway, New York, and certain leases and assumed
contracts including, but not limited to the agreement of leases for
the premises located at 1115 Broadway 3rd & 5th Floors in New York,
the International Brand expansion Agreement dated June 2, 2014,
between C. Wonder Asia Limited and Store Specialties, Inc. and the
International Brand expansion Agreement dated November 2013 between
CW Holland LLC and AL Tayer Trends LLC.

The Debtors said they have entered into an asset purchase
agreement
with Burch Acquisition LLC to purchase the assets for the
aggregate
purchase price of $2,080,000, but that sale is subject to higher
and better qualified bids and the Auction.

                          About C. Wonder

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

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

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

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

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

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.  The Creditors'
Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel,
and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial
advisors.


CACHE INC: To Be Delisted From Nasdaq Effective March 9
-------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from listing
the common shares of Cache, Inc., effective at the opening of the
trading session on March 9, 2015. Based on review of information
provided by the Company, Nasdaq Staff determined that the Company
no longer qualified for listing on the Exchange
pursuant to Listing Rule 5450(b)(1)(A).  The Company was notified
of the Staffs determination on January 27, 2015. The Company did
not appeal the Staff determination to the Hearings Panel, and the
Staff determination to delist the Company became final on February
5, 2015.

                        About CACHE Inc.

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

Cache, Inc., and its two affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 15-10172) on
Feb. 4, 2015.  The case is assigned to Judge Mary F. Walrath.

The Debtors are represented by Laura Davis Jones, Esq., Peter J.
Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware.  The Debtors' restructuring
advisors is FTI Consulting Inc., while their investment banker and
financial advisor is Janney Montgomery Scott LLC.  Thompson Hine
represents the Debtors in corporate and securities matter, while
Jackson Lewis P.C. represents the Debtors in employment matters.

The Debtors' communications services provider is Epiq Systems,
Inc., while their noticing and claims management services provider
is Kurtzman Carson Consultants.  A&G Realty Partners, LLC, serves
as the Debtors' real estate consultants.

The Debtors had total assets of $53.7 million and total liabilities
of $51.1 million as of Sept. 27, 2014.

The U.S. Trustee for Region 3 has appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' case.


CAESARS ENTERTAINMENT: Unit's Bankruptcy Risk Killed NY License Bid
-------------------------------------------------------------------
Freeman Klopott and Christopher Palmeri, writing for Bloomberg
News, reported that the threat of bankruptcy by Caesars
Entertainment Corp.'s main operating unit was a key reason the Las
Vegas-based gambling company didn't win a license to operate a
casino in New York state.

According to the report, the state panel that recommended license
winners in December said in a report released on Feb. 27 that
bankruptcy may have been a distraction to Caesars management,
damaged the reputation of gambling in New York and kept customers
from visiting the company's proposed $880 million resort-casino.

                    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.


CHRYSLER GROUP: Auto Dealer Groups Urge 6th Circ. to Rehear Ruling
------------------------------------------------------------------
Law360 reported that a group of Chrysler LLC dealers and two
dealership associations asked the U.S. Court of Appeals for the
Sixth Circuit to reconsider its finding that federal legislation
preempts state laws that would allow state officials to review the
reinstatement of some dealerships severed by Chrysler during its
bankruptcy.

According to the report, in petitions for rehearing en banc, Dick
Scott Inc., Prestige Chrysler Jeep Dodger LLC and other dealers
that hadn't been terminated argued the appeals court stripped them
of their state law protest rights in January.

Law360 also related that the Michigan Auto Dealers Association and
Detroit Auto Dealers Association, in an amici brief, supported the
group of non-terminated dealers' request for an en banc rehearing,
saying the appeals court's opinion strips them of their state law
right to protest the reinstatements and creates uncertainty for the
industry as a whole.

As previously reported by The Troubled Company Reporter, in
January, the Sixth Circuit ruled on various appeals by car dealers
whose dealership agreements where rejected as part of Chrysler's
Chapter 11 bankruptcy and eventual sale to New Chrysler, a venture
which was owned predominantly by a voluntary employees' beneficiary
association and partially by Fiat and various entities of the
federal government, with Fiat maintaining the possibility of
acquiring a majority ownership in the future.  A number of these
dealers sought arbitration with New Chrysler to seek continuation
or reinstatement of franchise agreements.  Among other things, the
parties dispute the scope of relief provided for successful dealers
under Section 747 of the Consolidated Appropriations Act of 2010,
which Congress created in 2010 to provide for those arbitration
procedures; and whether the dealers are subject to state dealer
protest laws that permit existing dealerships to protest the
addition of a new dealer.

The Sixth Circuit held that the district court correctly held that
Sec. 747 does not constitute an unconstitutional legislative
reversal of a federal court judgment, and that the only relief
provided to successful dealers under Sec. 747 is the issuance of a
"customary and usual" letter of intent. The district court also
properly found that the letters of intent at issue in this case
were "customary and usual," with the exception of one contractual
provision that requires reversal. Contrary to the district court's
conclusion, however, application of the state dealer acts of the
two states in question (Michigan and Nevada) is preempted by Sec.
747, because the state acts provide for redetermination of factors
directly addressed in federally-mandated arbitrations closely
related to a major federal government bailout, the Sixth Circuit
added.

The case is Chrysler Group LLC et al. v. Village Chrysler Jeep Inc.
d/b/a Village Automotive Center et al., case number 13-2117, in the
U.S. Court of Appeals for the Sixth Circuit.

A copy of the Sixth Circuit's Jan. 16, 2015 Opinion is available
at
http://is.gd/RTGmAwfrom Leagle.com.  

                      About Chrysler Group

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

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

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

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

                           *     *     *

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


CHRYSLER GROUP: Says 3 States Can't Stop $50M Tax Clawback
----------------------------------------------------------
Law360 reported that Chrysler Group LLC urged a New York federal
judge to enforce a 2009 sale order that allowed it to leave behind
certain pre-bankruptcy liabilities and emerge from Chapter 11
protection, slamming a "last ditch" effort by three states to block
its bid to claw back over $50 million in unemployment insurance
taxes.

According to the report, the automaker told U.S. District Judge
Jesse M. Furman that the 2009 sale order barred Michigan, Indiana
and Illinois unemployment insurance agencies from using Chrysler's
legacy "unemployment insurance experience ratings" to calculate tax
liabilities.

As previously reported by The Troubled Company Reporter, Judge
Furman reinstated Chrysler's attempt to claw back more than $50
million that three Midwestern states have collected in unemployment
insurance taxes that the carmaker says it was freed from by virtue
of its 2009 trip through Chapter 11.  Judge Furman determined in a
Dec. 1 order that a Chapter 11 court has the jurisdictional power
to entertain Chrysler's request to invoke a 2009 order that allowed
it to leave behind certain pre-bankruptcy liabilities and emerge
from bankruptcy.

                      About Chrysler Group

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

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

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

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

                           *     *     *

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


CHURCH HOME: Fitch Assigns 'BB' Rating on $35.6MM Refunding Bonds
-----------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to the following Public Finance
Authority Healthcare Facility bonds expected to be issued on behalf
of Church Home of Hartford Inc. D/B/A Seabury (Seabury Obligated
Group):

   -- $35,600,000 million expansion/refunding bonds (Church Home
      of Hartford Incorporated Project), Series 2015A.

The Rating Outlook is Stable.

The bonds are expected to be issued as fixed rate.  Proceeds will
be used to refund outstanding debt, pay for a variety of capital
projects, fund a debt service reserve fund, and pay for the cost of
issuance.  Bonds are expected to sell via negotiation the week of
March 23.

SECURITY

A pledge of gross revenues of the obligated group (OG), a mortgage,
and a debt service reserve fund.

KEY RATING DRIVERS

TWO-PHASE BORROWING: The 'BB' rating incorporates the impact of a
two-phase borrowing being undertaken by Seabury to fund a major
capital plan.  The first phase to be funded by $18 million in bonds
being issued as part of the current debt issuance will upgrade
various parts of the campus, including the front entrance and
dining venues.  The second phase will be a larger repositioning
project that is expected to add 65 independent living units (ILUs)
and include renovation and expansion of assisted (ALUs)and skilled
nursing (SNFs) areas.  The bonds for phase two are expected to be
issued in the fall of 2015 and will include a mix of short-term and
permanent debt.  Total long-term debt is expected to peak at
approximately $85 million in 2017, and it assumes the paydown of
the short-term debt with new entrance fees.

ENTERING PERIOD OF CREDIT STRESS: The impact of the phase-two debt
and the associated construction and fill-up risk for the projects
reflect a credit profile that is more consistent with a below
investment-grade credit.  However, in spite of the credit stress,
the 'BB' rating reflects Seabury's underlying credit strengths,
which include a long operating history, historically high
occupancy, good market position, and strong financial performance.

SOLID OVERALL OPERATING PROFILE: High occupancy - total campus
occupancy (ILUs, ALUs and SNFs combined) - has been above 90% over
the last seven years and has supported a very good operating ratio
which has averaged 93.2% over the last four audited years,
particularly strong for a Type 'A' contract facility.  Pro forma
coverage of first-phase debt was also a solid 2.1x for FY2014
(Sept. 30 year end).  Pro forma coverage of the expected phase-two
debt was weaker at 1x for FY2014.  However, additional revenues
from the new units should support higher coverage once they are
built and filled.  Project completion is expected by 2017 and
stabilization of occupancy by 2020.

GOOD MARKET POSITION: Seabury does have competitors in its service
area.  However, its entrance fees remain in line with area housing
prices and competitor pricing.  In addition, Seabury markets itself
as an active community, which has attracted younger seniors,
keeping its average age of ILU entry below 80 and its ILU turnover
at below 6% over the last three years.

RATING SENSITIVITIES

SECOND-PHASE BORROWING: While the 'BB' rating incorporates the
likely impact of the second-phase bonds, issuance of the bonds is
approximately seven-to-nine months away.  Should the timing, scope
of the project, or financing details change materially, those
changes could affect the rating at the time of issuance.

CORE PERFORMANCE STILL STRONG: The rating assumes that Seabury's
current financial profile, characterized by high occupancy and
solid operating metrics, will remain stable over the next few
years.  A deviation from this performance could pressure the
rating.

CREDIT PROFILE

Seabury is a Type 'A' life care continuing retirement community
(CCRC) located in Bloomfield, CT, just northwest of Hartford.  The
community currently includes 193 ILUs, 49 ALUs, and 60 SNFs.

Fitch bases its financial analysis on the results of the OG, which
consists of Seabury, the senior living campus described above, and
Seabury Meadows, which operates 58 memory-support beds and is
located adjacent to the senior living campus.  As part of the
current debt issuance, Seabury Meadows will be merged into Seabury,
creating a single OG entity.  Total OG operating revenues were
$26.8 million in FY2014.  Seabury also has two non-OG affiliated
organizations, the Seabury Charitable Foundation and Seabury At
Home, which is a CCRC without walls.  The financial performance of
the affiliates is not included in the results reported in this
press release.

TWO-PHASE CAPITAL PLAN

Seabury is moving forward on a major capital plan.  The first phase
being funded with the current debt issuance will upgrade various
parts of Seabury's campus.  The projects include a new front
entrance and a new or renovated bistro area, kitchen, arts studio,
salon and day spa, administrative offices, as well as additional
parking.  Construction is expected to begin in April 2015 and be
completed by the first quarter of 2016.

The second phase will be a larger repositioning project that is
expected to add 65 ILUs and include renovation and expansion of
assisted and skilled nursing areas, including a new dedicated
short-term rehab unit, a new chapel and auditorium, and a new
primary care space.  The financing for phase two is expected to
occur in the fall of 2015 and will include a mix of short-term and
permanent debt.  Seabury will begin pre-sales in March 2015.

The rating assumes the issuance of the second-phase bonds; however,
the two projects are not contingent upon each other. Changes to the
timing, scope, or financing of the project could impact the
rating.

Even though the projects will stress Seabury's financial profile
over the near term, Fitch views them positively.  Seabury's high
occupancy and low turnover have limited revenue growth over the
last few years, and as a mature facility, there is a need to keep
refreshing the campus.  Once completed, the projects should keep
Seabury competitive and be financially accretive over the longer
term.

STEADY OPERATIONAL PERFORMANCE

For FY2014, Seabury maintained a steady operating performance,
generating a 90.9% operating ratio and 14.5% net operating
margin-adjusted, both in line with prior year performance.  The
results were supported by high occupancy and good ILU sales, which
generated $2.7 million in net entrance fees.

Fitch views Seabury's occupancy as a credit strength.  At Dec. 31,
2014, ILU, ALU and SNF occupancy were at 98%, 90%, and 90%,
respectively, which is consistent with Seabury's historical
occupancy.  In addition, Seabury has 172 active members on its
priority waitlist and 117 enrolled in Seabury At Home, of which 80%
are on the priority waitlist.  Membership fees for Seabury At Home
average $66,340 per person.  The high occupancy and strong waitlist
mitigate some concerns regarding Seabury's ability to fill the 65
new ILUs.

Liquidity was solid at Dec. 31, 2014, with $19.6 million in
unrestricted cash and investments equating to 317 days of cash on
hand (DCOH), a 7.2x cushion ratio, and 134% cash-to debt.  However,
the cushion ratio and cash-to-debt will weaken significantly after
the two debt issuances, with cash-to-debt falling below 25%.

DEBT PROFILE

As of Dec. 31, 2014, Seabury had approximately $13.5 million in
variable rate bonds, privately placed, with an associated swap that
fixes the interest rate at 3.335%.  The current issuance will
refund this debt, and bond proceeds will also be used to terminate
the swap.

DISCLOSURE

Seabury covenants to provide annual disclosure within 150 days of
fiscal year end, and quarterly disclosure within 45 days of each
quarter end.  Disclosure will be made via the Municipal Securities
Rulemaking Board's EMMA System.



COMMUNITY HEALTH: S&P Assigns BB Rating on New $1.66BB Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Community Health Systems Inc.'s proposed $1.66 billion term loan F.
The recovery rating on this debt is '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in the
event of default.  All other ratings on Community, including S&P's
'B+' credit rating, are unaffected by this announcement.

The rating on this term loan is the same as the rating on
Community's existing term loan E, which it partially refinances.
While the transaction has no impact on interest expense, it extends
the maturity on this portion of Community's debt to December 2018
from January 2017.

S&P's 'B+' corporate credit rating and stable outlook on Community
continue to reflect the company's expanded scale following last
year's acquisition of Health Management Associates and its
diversified hospital portfolio, as well as significant exposure to
reimbursement risk and S&P's view that Community's nonurban markets
are likely to experience slower volume growth relative to urban
markets.  These factors are incorporated into S&P's assessment of a
"fair" business risk profile.  S&P's ratings also reflect its
expectation that leverage will decline to the mid-5x range by the
end of 2015 and that funds from operations to debt will be around
12% this year, consistent with the stronger end of a "highly
leveraged" financial risk profile.

RATINGS LIST

Community Health Systems Inc.
Corporate Credit Rating         B+/Stable/--

New Rating
Community Health Systems Inc.
$1.66 Bil Term Loan F            BB
Recovery Rating                 1



CONCEPTS DIRECT: Board Approves Plan of Complete Dissolution
------------------------------------------------------------
Concepts Direct, Inc. on Feb. 27 disclosed that its board of
directors and shareholders approved a Plan of Complete Dissolution
and Liquidation and has filed a Certificate of Dissolution with the
Delaware Secretary of State causing the dissolution of the
corporation to be effective on February 28, 2015.  The Company has
instructed its transfer agent, Wells Fargo Shareowner Services, to
close the Company's stock transfer books as of 5:00 p.m. EST on
February 28, 2015 and to no longer process any stock transfer
requests after such time which shall be the final record date for
determination of Company shareholders entitled to receive
liquidating distributions under the Company's Plan of Complete
Dissolution and Liquidation.

Within five days after the Final Record Date, the Company will mail
to shareholders of record on the Final Record Date materials with
information describing the details of the liquidation and
information and directions on what shareholders must do in order to
receive the proceeds of the liquidation.  Pursuant to the Plan of
Complete Dissolution and Liquidation, all shares of Company capital
stock are deemed cancelled as of the Final Record Date and all
distributions to Company shareholders pursuant to such plan are
deemed to be in complete cancellation of all outstanding shares of
the Company's stock.

Headquartered in Midlothian, Virginia, Concepts Direct, Inc. --
http://www.ecdimail.com/-- is a direct retailing company that owns
and operates seven catalog titles, their associated Web sites and
related niche marketing vehicles.  Through these media and related
Internet sites, the Company sells personalized paper products and a
diverse line of merchandise, including collectibles, gift items,
home decorative items and casual apparel.  The Company's primary
strengths are its proprietary database (consisting of approximately
13.7 million customers, catalog requesters, catalog referrals and
gift recipients, as of December 31, 2002) and its direct marketing
expertise.  Its seven primary direct marketing vehicles are the
Colorful Images, Linda Anderson, Snoopy etc., Garfield Stuff, Linda
Anderson's Collectibles, the Music Stand and NewBargains catalogs.


CORINTHIAN COLLEGES: To Be Delisted From Nasdaq on March 9
----------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from listing
the common shares of Corinthian Colleges, Inc., effective at the
opening of the trading session on March 9, 2015. Based on review of
information provided by the Company, Nasdaq Staff determined that
the Company no longer qualified for listing on the Exchange
pursuant to Listing Rule 5250(c)(1).

The Company was notified of the Staffs determination on February 5,
2015. The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on February 17, 2015.


COUTURE HOTEL: Asserts Mansa Capital Is Adequately Protected
------------------------------------------------------------
Couture Hotel Corporation asks the Bankruptcy Court to deny the
motion of Mansa Capital, LLC, for relief from the automatic stay.

According to the Debtor, the stay motion is predicated on two
arguments: (1) Mansa is not adequately protected because it is not
receiving cash payments; and (2) based upon the Debtor's past
financial performance and Mansa's alleged blocking position, the
Debtor cannot propose and confirm a plan of reorganization.

The Debtor asserts that both arguments are factually and legally
unsupported.  The Debtor explains that since the Petition Date, its
revenue per available room (revpar) and occupancy rates for the
Dallas Hotel have steadily risen.  As a result, the Dallas Hotel
has increased in value, and the Debtor's financials are continuing
to improve.  Additionally, the Debtor avers that Dallas Hotel is
necessary for an effective reorganization.

The Debtor's attorneys can be reached at:

         Gerrit M. Pronske, Esq.
         Jason P. Kathman, Esq.
         PRONSKE GOOLSBY & KATHMAN, P.C.
         2200 Ross Avenue, Suite 5350
         Dallas, TX 75201
         Tel: (214) 658-6500
         Fax: (214) 658-6509
         E-mail: gpronske@pgkpc.com
                 jkathman@pgkpc.com

                         About Couture Hotel

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

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

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

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

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



CPG INT'L: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Scranton, Pa.-based CPG International LLC. (CPG) to negative from
stable.  At the same time, S&P affirmed its ratings on CPG,
including the 'B' corporate credit rating.

"The negative outlook reflects CPG's currently elevated leverage at
more than 8x, reflecting reduced profitability resulting from
higher raw material costs and capacity constraints experienced in
2014, as well as various one-time charges," said Standard & Poor's
credit analyst Thomas Nadramia.  "The negative outlook incorporates
the prospect that we could lower our rating to 'B-' if CPG does not
bring leverage measures more in line with the current rating by
reducing leverage below 8x over the next several quarters.
Although we expect raw material costs and market conditions to
improve for CPG in 2015, the negative outlook also reflects the
execution risk and market uncertainty that CPG may not completely
improve earnings to expected levels."

S&P would lower its rating if CPG's EBITDA were to fall short of
expectations, resulting in debt leverage remaining elevated at
above 8x, or if interest coverage fell below 1.5x.

S&P views an upgrade during the next 12 months as highly unlikely
given the high debt leverage, as well as private equity ownership.
For such an upgrade to occur in the longer term, CPG would have to
meaningfully expand and diversify its business such that S&P took a
more favorable view of its business risk, and debt leverage would
have to be permanently reduced below 5x.



CRC HEALTH: S&P Withdraws 'B' CCR on Completed Acquisition
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on U.S.-based substance abuse treatment center
operator CRC Health Corp. along with the issue-level ratings on its
debt. Acadia Healthcare Co. Inc. completed its acquisition of CRC
and repaid all of its debt in full.


D & L ENERGY: Committee Files Amended Plan & Disclosure Statement
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of D&L Energy, Inc.
and Petroflow, Inc., filed its Amended Disclosure Statement and
Amended Plan of Liquidation on February 25, 2015.

The Amended Plan establishes four Classes of Claims.  The Original
Plan establishes only three Classes.  The Amended Plan establishes
Class 3, which consists of Subordinated Claims.

The Committee believes that the Plan is in the best interests of
creditors and equity security holders.  Hence, the Committee urges
all creditors and equity security holders of the Debtors to vote in
favor of the Plan no later than April 24, 2015.

              Summary of Classes and Distributions

There are 4 Classes of Claims established under the Plan.  The
classified and unclassifed Claims:

   1. Unclassified Secured Claims -- There are no unclassified
      secured claims;

   2. Unclassified Unsecured Claims -- Unclassified unsecured
      Claims include Administrative Claims, Statutory Fees, and
      Priority Tax Claims.  Each holder of an unclassified
      unsecured Claim will receive, in full satisfaction of its
      Claim, as soon as practicable after the Effective Date,
      Cash equal to the amount of the Allowed Claim;

   3. Class 1 -- Class 1 consists of all Other Priority Claims,
      which may include Claims for wages), that are not Priority
      Tax Claims.  Each holder of an Allowed Class 1 Claim will
      receive, in full satisfaction of the Allowed Priority
      Claim, as soon as practicable after the Effective Date,
      Cash equal to the amount of such Allowed Other Priority
      Claim, or other treatment as the Liquidation Trustee and
      the Claim holder will agree to in writing;

   4. Class 2 -- Class 2 consists of General Unsecured Claims,
      arising before these Chapter 11 Cases.  Each holder of an
      Allowed General Unsecured Claim will receive in full
      satisfaction of the Claim, as soon as practicable after the
      Effective Date, its pro rata share of the Liquidation Trust
      Assets, based upon the principal amount of each holder's
      Allowed General Unsecured Claim;

   5. Class 3 -- Class 3 consists of Subordinated Claims.  Each
      holder of an Allowed Subordinated Claim, which is
      subordinated to General Unsecured Claims, will not be
      entitled to distributions of any kind on account of the
      Claim unless and until all Allowed Claims in Classes 1 and
      2 have been paid in full in accordance with the terms of
      the Plan; and

   6. Class 4 -- Class 4 Equity Interests of the Debtors will not
      be entitled to distributions of any kind on account of the
      interests unless and until all Claims in Classes 1, 2, and
      3 have been paid in full in accordance with the terms of
      the Plan.

The table classifies Claims and Equity Interests for all purposes,
including voting, confirmation and distribution pursuant hereto and
pursuant to Sections 1122 and 1123(a)(1) of the Bankruptcy Code:

             Estimated   Estimated
              Value of   Percentage      Classification
Class         Claims    Distribution    and Voting
-----       ---------   ------------    --------------
Class 1            $0       100%        Unimpaired.  Deemed to
                                         Accept Plan

Class 2   $20,733,529        14%        Impaired.  Entitled to
                                         Vote on Plan

Class 3      $260,000         0%        Impaired.  Deemed to
                                         Reject Plan

Class 4            $0         0%        Impaired.  Deemed to
                                         Reject Plan

The Court will convene a hearing on March 17, 2015, at 09:30 a.m.
to consider approval of the Committee's Proposed Amended Disclosure
Statement and granting related relief respecting solicitation of
votes on the Committee's Amended Plan of Liquidation.

A redlined copy of the Amended Disclosure Statement is available
for free at:

     http://bankrupt.com/misc/D_LEnergy_AmendedDS_022515.pdf

                       About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary and
Treasurer of D&L.  Currently, Serensky Lupo is the sole director of
D&L.

Petroflow, Inc. is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the "drilling
arm" of D&L, Petroflow ceased all operations prior to the filing of
these bankruptcy matters.  Petroflow has no current income, no bank
accounts, and no employees.  Paparodis is the president, CEO and
sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio
Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered to
buy the assets for $20.4 million.


DEB STORES: Asks Court to Approve Deadline for Filing Admin Claims
------------------------------------------------------------------
Deb Stores Holding LLC asked a federal court to establish a
deadline for filing administrative expense claims against the
retailer.

In a filing with the U.S. Bankruptcy Court in Delaware, Deb Stores
proposed that suppliers asserting administrative expense claims
under section 503(b)(9) of the Bankruptcy Code be given 45 days
after service of a notice to file a request for payment of their
claims.

Section 503(b)(9)provides that sellers of goods may request
allowance of an administrative expense claim for the value of goods
received by a company in the ordinary course of business within 20
days before its bankruptcy filing.

A court hearing is scheduled for March 10, 2015.  Objections are
due by March 3.

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.


DEB STORES: Asks Court to Extend Deadline to Remove Suits
---------------------------------------------------------
Deb Stores Holding LLC has filed a motion seeking additional time
to remove lawsuits involving the company and its affiliates.

In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to July 2, 2015.

The extension would give Deb Stores enough time to make
"well-informed decisions" concerning removal of the lawsuits,
according to its lawyer, Peter Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware.

A court hearing is scheduled for April 1, 2015.  Objections are due
by March 12.

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.


DEB STORES: Seeks More Time to Decide on Unexpired Leases
---------------------------------------------------------
Deb Stores Holding LLC has filed a motion seeking additional time
to assume or reject unexpired leases of nonresidential real
property.

In its motion, the company asked U.S. Bankruptcy Judge Kevin Gross
to extend the deadline to July 2, 2015, from April 3.

The company said it has not yet concluded the process by which the
unexpired leases may be assumed and assigned, which is premised on
the outcome of the hearing on the sale of its assets.

The hearing to approve the sale of Deb Stores' assets, which
include intellectual property and customer lists, to Softree Inc.
and two other companies is set for March 6.  The three buyers
emerged as the winning bidders at an auction held on Feb. 12,
according to court filings.

The motion is on Judge Kevin Gross' calendar for April 1.
Objections are due by March 12.

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the company operated a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors are seeking to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.


DELIA*S INC: To Be Delisted From Nasdaq Effective March 9
---------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common shares of dELIA*s, Inc., effective at the
opening of the trading session on March 9, 2015. Based on review of
information provided by the Company, Nasdaq Staff determined that
the Company no longer qualified for listing on the Exchange
pursuant to Listing Rules 5101, 5110(b), and IM-5101-1.  The
Company was notified of the Staffs determination on December 11,
2014. The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on December 22, 2014.

                        About DELIA*S INC.

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

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

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

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

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

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

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


DETROIT, MI: Says Wayne County's Real Estate Claim Came Too Late
----------------------------------------------------------------
Law360 reported that the city of Detroit urged a bankruptcy judge
to shut down neighboring Wayne County's bid for a valuable plot of
land that was handed off to Syncora Holdings Ltd. during one of the
bitterest fights in Detroit's long bankruptcy.  According to the
report, the Beaubien property was the subject of a decades-old deal
between Detroit and Wayne and was at one time intended for a prison
site, but Syncora affiliate Pike Pointe LLC got Beaubien in an
unexpected deal struck in September that paved the way for
confirmation of the city's debt adjustment plan.

As previously reported by The Troubled Company Reporter, Wayne
County is threatening to unravel a breakthrough deal that settled
Detroit's bankruptcy case unless it receives land or more than $30
million -- money the city needs to bankroll Detroit's
revitalization.  The threat emerged in a bankruptcy court filing on
Feb. 5 that reveals Wayne County and Detroit are fighting over a
nearly 40-year-old deal to redevelop the landmark former Detroit
Police Department headquarters at 1300 Beaubien in downtown
Detroit.

In other news, Tom Walsh, writing for the Detroit Free Press,
reported that the recently retired Judge Steven Rhodes, who handled
Detroit's Chapter 9 case through confirmation, praised the city's
"very enthusiastic and confident and competent mayor" and
"supportive City Council" but said the city missed a chance to do
away with defined-benefit pensions, exposing it to long-term risk
from cash shortfalls or poor investment returns.

Meanwhile, Nathan Bomey, writing for Detroit Free Press, reported
that former Detroit emergency manager Kevyn Orr, in response to
Judge Rhodes' comments on pensions, defended his decision not to
push the city into 401(k)-style pension plans during the city's
Chapter 9 bankruptcy, saying he's comfortable with his decision not
to eliminate the city's defined-benefit plan, which guarantees a
certain level of post-retirement benefits to pensioners.  Instead,
the city negotiated a new formula that requires some union members
to contribute to their pensions, Mr. Orr said, according to the
Free Press.

                   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.

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 appointed
in the case is represented by Dentons US LLP.  Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.

Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014.  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.

Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.



DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirms the 'BB-' Issuer Default Rating (IDR)
assigned to DISH Network Corporation (DISH) and its wholly owned
subsidiary DISH DBS Corporation (DDBS).   Fitch has also affirmed
the 'BB-' rating assigned to the senior unsecured notes issued by
DDBS.  The Rating Watch Negative on all ratings has been removed.
The Rating Outlook is Stable.  DISH had approximately $14.5 billion
of debt outstanding as of Dec. 31, 2014.

The company's IDR and debt securities were placed on Rating Watch
Negative on Feb. 4, 2015 to reflect the uncertainty surrounding
DISH's funding strategy and potential negative affect on DISH's
credit profile arising from the company's winning bids in the FCC's
AWS-3 spectrum auction.  DISH's designated entities made winning
bids totaling approximately $13.3 billion in the auction. At the
auction closing, the total net remaining payment was $9.1
billion--net of $3.3 billion in bidding credits and a $920 million
upfront down payment made prior to the start of the auction in
November 2014.  The designated entities made a payment of $1.1
billion on Feb. 13 and the final balance of $8 billion is due March
2.

DISH will make debt and equity investments in the SNR Wireless
LicenseCo, LLC and Northstar Wireless, LLC designated entities
totaling approximately $9.8 billion to fund the spectrum purchases.
Of this total, $899 million was contributed during fourth-quarter
2014.  DISH's subsidiary, American AWS-3 Wireless I LLC, will also
contribute its $400 million refund from the FCC for its upfront
down payment made prior to the start of the auction. The remaining
approximately $8.5 billion will be funded with cash and marketable
securities and free cash flow (FCF).  Including anticipated FCF
generated during first-quarter 2015, DISH's Dec. 31, 2014 cash and
marketable securities balances should provide enough flexibility to
maintain the company's stated minimum cash requirement of $1
billion.

KEY RATING DRIVERS

Wireless Strategy Poses Event Risk: The ratings encompass the lack
of visibility into DISH's wireless strategy, and the potential
capital requirements and execution risk associated with that
strategy.  Fitch acknowledges the significant asset value and
strategic optionality associated with DISH's investment in wireless
spectrum.  Given the range of options available to DISH, as well as
the timing on executing a plan, Fitch treats it as an event driven
consideration.  In Fitch's view, DISH would need to meaningfully
differentiate its wireless services in order for the strategy to
successfully diversify its revenues, and to provide for potential
cash flow growth.  An offering similar to other wireless operators'
services would likely struggle to gain traction, given the maturing
wireless market and entrenched national operators.  Fitch notes
that the terms of its wireless spectrum assets require the company
to build out a portion of the spectrum coverage area, which can
pressure the company's credit profile in the future.

DISH's efforts to transform thus far though various wireless
initiatives remain in a development stage.  Given the range of
options available to DISH, as well as the timing on executing a
plan, Fitch treats it as an event driven consideration.  The
company's strategy has experienced numerous set-backs as the
company endeavors to engage another wireless carrier seeking a
partnership, acquisition or network-sharing agreement.  Event risks
remain elevated as the company contemplates additional acquisitions
of spectrum or assets to support the wireless strategy.  The
strategic importance of a wireless broadband service option has not
diminished and, as such, Fitch expects DISH will likely continue
its efforts to engage an existing national wireless service
provider.

Elevated Leverage: Gross leverage rose in 2013 and has remained
higher during 2014, as DISH has built cash to fund the wireless
strategy.  However, leverage remains in line with Fitch's
sensitivities for the rating.  Fitch believes the higher debt
levels, along with elevated execution and integration risks
associated with DISH's potential wireless strategy limit the
company's financial flexibility at the current ratings level.

Total debt outstanding was approximately $14.5 billion as of
Dec. 31, 2014.  DISH's gross leverage totaled 4.9x at year-end
2014, an increase from 4.8x and 4.0x at year-end 2013 and 2012,
respectively.  The cash proceeds from the company's incremental
debt issuances largely remained on its balance sheet at the end of
2014, and will support DISH's wireless spectrum purchases in
first-quarter 2015.

Ratings Reflect Weak Subscriber Trends: Fitch believes the
company's overall credit profile has limited capacity to
accommodate DISH's inconsistent operating performance as the
company attempts to transform its branding strategy from a
value-oriented service provider to a technology-focused provider
targeting high-value subscribers.  While subscriber metrics remain
weak, average revenue per user (ARPU) has benefited from
programming cost increases, higher hardware-related revenue and
increased advertising revenue.  Pay-TV ARPU increased 4.2% and
total revenue grew 5.3% during the year-ended Dec. 31, 2014 versus
the prior period.

The company's liquidity position has weakened, as anticipated,
given the amount of cash DISH intends to utilize to fund the
spectrum acquisition.  Overall, the company's liquidity position
and financial flexibility is supported by expected FCF generation.
The company also benefits from a reasonable maturity schedule, as
40% of the company's outstanding debt is scheduled to mature
through 2019 but no more than approximately 10% in any one year. In
2015, $650 million matures.

DISH had a total of approximately $9.2 billion of cash and
marketable securities (current portion) as of Dec. 31, 2014.  The
majority of DISH's consolidated cash and marketable securities
balances were held at DISH DBS.  DISH DBS held approximately $4.5
billion of the consolidated $4.8 billion cash balance and more than
$3.7 billion of consolidated $4.5 billion marketable securities
balance as of Sept. 30, 2014.  DISH DBS up-streamed an $8.25
billion dividend to DISH during first-quarter 2015 to assist in
funding DISH's investment in the designated entities.  The
company's stated minimum cash requirement of $1 billion and FCF
generation mitigate the risk caused by the lack of a revolving
credit facility.

DISH's FCF (defined as cash flow from continuing operations less
capital expenditures and dividends) generation rose approximately
14% during 2014 to $1.2 billion when compared to the same period
during 2013.  DISH's capital intensity remained relatively stable
in the 8% to 9% range in 2014.  Capital expenditures will continue
to focus on subscriber retention and capitalized subscriber
premises equipment.  The higher leverage and weaker operating
profile will continue to constrain FCF generation over the ratings
horizon.

The current rating reflects additional rating concerns which center
on DISH's ability to adapt to the evolving competitive landscape,
DISH's lack of revenue diversity and narrow product offering
relative to its cable MSO and telephone company video competition,
and an operating profile and competitive position that continue to
lag behind its peer group.  DISH's current operating profile is
focused on its maturing video service offering and lacks growth
opportunities relative to its competition.

KEY RATING ASSUMPTIONS

In 2015, Fitch expects revenue growth in the low-to-mid
single-digits range mainly benefitting from ARPU expansion.  Higher
programming costs continue to pressure EBITDA margins.  FCF
generation is expected to be ample, with margins in the mid-to-high
single digits.  DISH's wireless network investment plans continue
to be an uncertainty and are treated as an event driven
consideration until the company communicates a defined strategy.

RATING SENSITIVITIES

Although Fitch believes it is unlikely over the near term, a
positive rating action will likely coincide with the company
articulating a wireless strategy that is executed in a
credit-neutral manner and committing to a leverage target below
4x.

Fitch believes a negative rating action will likely coincide with
the company's decision to execute a wireless strategy, or other
discretionary management decisions that weaken its ability to
generate FCF, maintain adequate liquidity to meet ongoing
operational needs, erode operating margins, and increase leverage
higher than 5x without a clear strategy to deleverage the company's
balance sheet.

Fitch has affirmed these ratings:

DISH Network Corporation

   -- IDR at 'BB-'.

DISH DBS Corporation

   -- IDR at 'BB-';
   -- Senior unsecured notes at 'BB-/RR4'.

Fitch has also removed the Rating Watch Negative. The Rating
Outlook is Stable.



DORAL BANK: Popular Acquires Certain Assets & Deposits From FDIC
----------------------------------------------------------------
Life Partners Holdings, Inc., disclosed that on Feb. 23, 2015, it
received a letter from the Nasdaq Listing Qualifications staff
notifying it of an Additional Staff Determination relating to the
delisting proceedings previously disclosed in a Form 8-K filed with
the Securities and Exchange Commission on Jan. 26, 2015.  After
reviewing the Company's public filings and other information as is
publicly available, in accordance with Listing Rules 5101 and
IM-5101-1, Nasdaq determined that the following public interest
concerns constitute an additional basis to delist the Company's
securities from The Nasdaq Stock Market.  These concerns are based
on the following factors relating to the district court order in
the action styled Securities and Exchange Commission v. Life
Partners Holdings, Inc., Brian Pardo and R. Scott Peden:

   -- The jury findings that the Company's executive officers
participated in filing false and misleading financial statement
with the SEC; and

   -- The history of egregious misconduct by the Company's
executive officers.

Nasdaq also stated that the Company failed to make prompt
disclosure of material information as required by Listing Rule
5250(b) (1), particularly the approximately $46 million in
sanctions imposed on the Company and certain of its executive
officers by the court order, until it filed its Quarterly Report on
Form 10-Q for the period ended Nov. 30, 2014, which constitutes a
separate and additional basis for delisting.

The Company has submitted a hearing request relating to the
delisting proceedings, which is scheduled for March 19, 2015.  The
Company currently plans to appeal Nasdaq's determination; however,
there can be no assurance that the Company will be successful in
its appeal or will be able to regain compliance with applicable
Nasdaq Listing Rules.

                       About Life Partners

Life Partners Holdings, Inc., is the parent company of the world's
oldest company engaged in the secondary market for life insurance,
commonly called "life settlements."  Since its incorporation in
1991, Life Partners, Inc. has completed over 162,000 transactions
for its worldwide client base of over 30,000 high net worth
individuals and institutions in connection with the purchase of
over 6,500 policies totaling over $3.2 billion in face value.

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is a financial services company engaged in
the secondary market for life insurance known as life settlements.

Life Partners Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex., Case No. 15-40289) on Jan.
20, 2015.  The case is assigned to Judge Russell F. Nelms.

The U.S. Trustee for Region 6 appointed three creditors of Life
Partners Holdings to serve on the official committee of unsecured
creditors.   Tracy A. Bolt of BDO USA, LLP, was named as examiner
for the Debtor's case.



EAGLE ROCK: S&P Affirms 'B-' CCR & Sr. Unsecured Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Eagle Rock Energy
Partners L.P.  The outlook is stable.

"The ratings on Houston-based exploration and production
master-limited partnership reflect our assessments of the company's
'vulnerable' business risk and 'aggressive' financial risk
profiles, as well as our assessment of 'adequate' liquidity," said
Standard & Poor's credit analyst Paul Harvey.

S&P's assessment of Eagle Rock's business risk profile as
vulnerable" reflects S&P's view of the company's lack of scale of
operations compared with other rated upstream master-partner
relationships.

The stable outlook reflects S&P's expectation that liquidity will
remain "adequate" and that funds from operations (FFO) to debt will
remain above 20% over the next 12 months.

S&P could lower the rating if it believes that liquidity is
unlikely to remain adequate or if leverage measures materially
deteriorate such that expected average FFO to debt fell below 12%.
This scenario would be possible if the partnership's production and
costs are unlikely to meet our expectations, if its dividends and
capital spending program are meaningfully above S&P's expectations,
or if significant acquisitions are funded primarily with debt.

S&P would consider an upgrade over the next 12 months if its
assessment of Eagle Rock's business risk improves, most likely due
to a significant acquisition while maintaining an "aggressive"
financial risk profile.  Alternatively, S&P could consider an
upgrade if Eagle Rock were to add long-term revenue stability
through favorable hedges, supporting common distributions and
capital spending.

The general partner (GP) of Eagle Rock Energy Partners is Eagle
Rock Energy GP L.P., and the general partner of Eagle Rock Energy
GP is Eagle Rock Energy G&P LLC, both wholly owned subsidiaries of
Eagle Energy Partners L.P.



EARTH CLASS MAIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Earth Class Mail Corporation
        9450 SW Gemini Drive, No. 101
        Beaverton, OR 97008

Case No.: 15-30982

Chapter 11 Petition Date: February 27, 2015

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Nicholas J Henderson, Esq.
                  MOTSCHENBACHER & BLATTNER, LLP
                  117 SW Taylor St #200
                  Portland, OR 97204
                  Tel: (503) 417-0508
                  Email: nhenderson@portlaw.com

Total Assets: $1.21 million

Total Liabilities: $13.73 million

The petition was signed by Stacey Lee, chief financial officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb15-30982.pdf


ENDEAVOUR INTERNATIONAL: 3-Year Plan 2015-2017 Update Filed
-----------------------------------------------------------
Endeavour International Corporation and its affiliated debtors
filed on Nov. 17, 2014, a proposed Joint Chapter 11 Plan of
Reorganization and related disclosure statement, and on Feb. 3,
2015, a Notice of Adjournment of Confirmation Hearing, pursuant to
which the Debtors adjourned the hearing of the Bankruptcy Court to
consider confirmation of the Plan to a date to be determined.

In connection with recent discussions with certain holders of its
debt regarding the Plan held in light of recent declines in oil and
gas prices, the Company provided the financial forecasts and other
information to certain debt holders in January and February 2015.
The Company and the debt holders are parties to nondisclosure
agreements and the disclosure in the so-called "3 Year Plan
2015-2017 Update" is being made in accordance with the terms of
such nondisclosure agreements.

The projections and other information are included only because
they were provided to such debt holders. The projections were not
prepared with a view toward public disclosure or compliance with
the published guidelines of the Securities and Exchange Commission
or the guidelines established by the American Institute of
Certified Public Accountants regarding projections or forecasts.
The projections do not purport to present financial condition in
accordance with accounting principles generally accepted in the
United States.

The Company's independent accountants have not examined, compiled
or otherwise applied procedures to the projections and,
accordingly, do not express an opinion or any other form of
assurance with respect to the projections. The projections were
prepared for internal use, capital budgeting and other management
decisions and are subjective in many respects. The projections
reflect numerous assumptions made by management of the Company with
respect to financial condition, business and industry performance,
general economic, market and financial conditions, and other
matters, all of which are difficult to predict, and many of which
are beyond the Company's control. Accordingly, there can be no
assurance that the assumptions made in preparing the projections
will prove accurate. It is expected that there will be differences
between actual and projected results, and the differences may be
material, including due to the occurrence of unforeseen events
occurring subsequent to the preparation of the projections. The
inclusion of the projections should not be regarded as an
indication that the Company or its affiliates or representatives
consider the projections to be a reliable prediction of future
events, and the projections should not be relied upon as such.
Neither the Company nor any of its affiliates or representatives
has made or makes any representation to any person regarding the
ultimate performance of the Company or its subsidiaries compared to
the projections, and none of them undertakes any obligation to
publicly update the projections to reflect circumstances existing
after the date when the projections were made or to reflect the
occurrence of future events, even in the event that any or all of
the assumptions underlying the projections are shown to be in
error.

A copy of the 3 Year Plan 2015-2017 Update is available at
http://is.gd/feNwAD

                    About Endeavour International

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

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

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

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

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

                        *     *     *

U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.

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

The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.


ENERGY FUTURE: Blasts 'Blatantly Improper' Experts in Bond Row
--------------------------------------------------------------
Law360 reported that as a group of Energy Future Holdings Corp.'s
noteholders presses for a $665 million payment they say was
triggered by the company's bankruptcy, EFH sought to sideline three
investment banking experts whose inclusion it called "blatantly
improper."

According to the report, EFH says that three experts for the
noteholders -- Michiel McCarty, James Cacioppo and Christopher
Kearns -- are fundamentally unfit to give opinions as to whether a
clause in an agreement between EFH and the noteholders triggered
the eye-popping payment when the energy company's bankruptcy
accelerated the payment.

                        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.


FAMILY CHRISTIAN: Court Orders Joint Administration of Cases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
ordered the joint administration of the Chapter 11 cases of Family
Christian LLC, Family Christian Holding LLC and FCS Giftco LLC
under Case No. 15-00643.

The bankruptcy cases are consolidated for procedural purposes only,
according to the bankruptcy court's order.

                     About Family Christian

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

Family Christian, LLC, Family Christian Holding, LLC, and
FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015.  The petition was
signed by Chuck Bengochea as president and CEO.  The Debtors
estimated assets and liabilities of $50 million to $100 million.

The Debtors are being represented by Todd Almassian, Esq., at
Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin,
Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.


FAMILY CHRISTIAN: Schedules and Statements Due March 4
------------------------------------------------------
Family Christian Holding, LLC, et al., were granted by Judge John
T. Gregg an extension through and including March 4, 2015, of the
deadline to file their schedules of assets and liabilities and
statements of financial affairs.

                     About Family Christian

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

Family Christian, LLC, Family Christian Holding, LLC, and
FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr.
W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015.  The petition
was
signed by Chuck Bengochea as president and CEO.  The Debtors
estimated assets and liabilities of $50 million to $100 million.

The Debtors are being represented by Todd Almassian, Esq., at
Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin,
Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.



FL 6801: Exclusive Right to File Plan Extended to March 20
----------------------------------------------------------
FL 6801 Spirits LLC obtained a court order extending the period of
time during which it alone holds the right to file a plan to exit
Chapter 11 protection.

The order signed by U.S. Bankruptcy Judge Shelley Chapman extended
the company's exclusive right to propose a plan to March 20 and
solicit votes from creditors to May 18.  

The extension would prevent others from filing rival plans in court
and maintain the company's control over its bankruptcy case.  

                      About FL 6801 Spirits

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

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

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

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

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

The Associations are represented by Alan F. Kaufman, Esq., at
Hinshaw & Culbertson LLP; and Charles M. Tatelbaum, Esq., at Tripp
Scott PA.


FOODS INC: Revises Schedules of Assets & Liabilities
----------------------------------------------------
Foods Inc., doing business as Dahl's Foods, filed revised schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,300,000
  B. Personal Property           $15,044,302
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,291,718
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $329,932
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,341,716
                                 -----------      -----------
        TOTAL                    $19,344,302      $13,963,366

Foods Inc. disclosed $44,729,736 in assets and $41,136,295 in debt
in the original iteration of the schedules.

A copy of the revised SALs is available for free at:

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

                        About Foods Inc.

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has
been
employee owned pursuant to an ESOP with 97% of the ownership held
by the ESOP.  The remaining 3% is owned by certain past and
present
members of management and other former employees.

Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's
Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa
Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with
a
deal to sell to Associated Wholesale Grocers Inc. for
$4.8 million.

The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave,
P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special
reorganization and conflicts counsel, and Foods Partners, LLC as
financial advisor and investment banker.

The U.S. Trustee for Region 12 appointed four creditors of Foods,
Inc. to serve on the official committee of unsecured creditors.



FOURTH QUARTER: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Fourth Quarter Properties 86, LLC, filed with the Bankruptcy Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $46,029,896
  B. Personal Property            $3,094,712
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $56,203,543
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $8,217
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $19,166,186
                                 -----------      -----------
        TOTAL                    $49,124,608      $75,377,946

A copy of the schedules is available for free at:

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

                        About Fourth Quarter

Fourth Quarter Properties 86, LLC, sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-10135) in Newnan, Georgia, on Jan.
22,
2015.  According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 22, 2015.

Little Suwanee Holdings, LLC, owns 95 percent of the membership
interests in the Debtor while J. Bruce Williams, Jr., holds the
remaining 5 percent.

The Debtor is represented by Ward Stone, Jr., Esq., at Stone &
Baxter LLP, in Macon, Georgia.

The Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debt.




FRED FULLER: Settles Claims Asserted Rymes Heating Oils
-------------------------------------------------------
Fred Fuller Oil & Propane Co., Inc. and Rymes Heating Oils, Inc.
submit their joint motion to compromise certain claims and
interests arising from the Debtor's sale of substantially all of
its assets.

Specifically, the Motion seeks: (a) approval of the division,
between the Debtor and Rymes, of sale proceeds from the sale of
certain motor vehicles to Frederick J. Fuller; (b) approval of an
agreement by and between the Debtor and Rymes on certain state fuel
assistance claims; and, (c) approval of the Debtor's assumption,
and subsequent assignment to Rymes, of certain New England Patriot
ticket licenses.

On November 26, 2014, the Court approved the sale of substantially
all of the Debtor's assets to Rymes pursuant to that certain
Amended Asset Purchase and Sales Agreement by and between Rymes and
the Debtor dated November 25, 2014.  On November 26, 2014, the
Debtor and Rymes closed on the APA and the sale of substantially
all of the Debtor's operating assets to Rymes was completed.

Since the Sale, certain issues, claims and interests have arisen by
and between the Debtor and Rymes.  To avoid the potential expense,
delay, uncertainty and risk inherent in litigation, the Debtor and
Rymes have concluded, after arms-length negotiations with respect
to the Compromised Claims that comprise part of the issues, claims
and interests that have arisen between the parties, that it is
appropriate and have agreed, subject to the Bankruptcy Court's
approval, to resolve the Compromised Matters.

After the Sale, it became known to the Debtor's Chief Restructuring
Officer, Jeffrey Varsalone, and to Rymes that certain motor
vehicles, titled and registered under the Debtor's name, had not
been turned over to Rymes pursuant to the Sale but were still in
the possession of the Debtor's former principal, Frederick J.
Fuller.  Mr. Fuller has offered to purchase a certain number of the
Motor Vehicles from the Debtor.

Rymes has taken the position that the Motor Vehicles are Rymes'
assets pursuant to the APA, the Sale Order and the Sale and that
none of the Motor Vehicles can or should be sold to Mr. Fuller or
any other party.  The Debtor has disputed Rymes' position on the
grounds that the Debtor sold only its operating assets, not
vehicles that had been used exclusively by Mr. Fuller.

To resolve the dispute related to the Motor Vehicles, the Debtor
and Rymes have agreed that:

   -- the Debtor will sell the Sale Vehicles to Mr. Fuller for
      $30,100;

   -- the Debtor will pay Rymes $15,050 from the Sale Proceeds;
      and

   -- these Motor Vehicles are owned by Rymes pursuant to the
      APA, the Sale Order and the Sale"

   Plate No.      Year/Make/Model          Vin Number
   ---------      ---------------          ----------
   2898161        2010/Linc/MKT            2LMHJ5AT8ABJ14012
   3008782        2012/Linc/MKT            2LMHJ5AT1CBL52609
   3610938        2005/Jagu/X Stwag        SAJWA54A95WE67014

                      About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
the largest heating oil company in the state, serving about 30,000
New Hampshire customers.  It sought Chapter 11 protection (Bankr.
D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov.
10, 2014, without stating a reason.  It estimated $10 million to
$50 million in assets and debt.  The Nov. 10, 2014 court filing
shows that the Debtor has about $13.5 million in debts.  Jeremy
Blackman at Concord Monitor reports that the Debtor owes more than
$276,000 to Harvard Pilgrim Health Care and nearly $94,000 to the
city of Laconia and the towns of Hudson, Milford and Northfield.

According to Concord Monitor, the bankruptcy case was initially
filed on Nov. 10 under Chapter 7, but that has since been
terminated and replaced with a Chapter 11 restructuring proposal.

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.  Fredrick J. Fuller, the
president, signed the bankruptcy petition.


FRED FULLER: Wins Nod to Sell Used Motor Vehicles for $30,100
-------------------------------------------------------------
Judge J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Fred Fuller Oil & Propane Co.,
Inc. to sell by private sale to Frederick J. Fuller certain used
motor vehicles of the Debtor for a total purchase price of
$30,100.

The Debtor may sell these Assets, free and clear of any liens,
claims, encumbrances and interests under Section 363 of the
Bankruptcy Code:

   Plate No.      Year/Make/Model          Vin Number
   ---------      ---------------          ----------
   2266813        2007/Linc/Mark Lt**      5LTPW18577FJ10101
   FULLER         2003/Ford/Econo Van      1FTNE24L73HB44075
   BOODUCK        1974/MG/6T Convt.        GHN5UE355019G
   BOOJUNE        2007/Ford/Freestyle      1FMDK061X7GA30454

                      About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
the largest heating oil company in the state, serving about 30,000
New Hampshire customers.  It sought Chapter 11 protection (Bankr.
D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov.
10, 2014, without stating a reason.  It estimated $10 million to
$50 million in assets and debt.  The Nov. 10, 2014 court filing
shows that the Debtor has about $13.5 million in debts.  Jeremy
Blackman at Concord Monitor reports that the Debtor owes more than
$276,000 to Harvard Pilgrim Health Care and nearly $94,000 to the
city of Laconia and the towns of Hudson, Milford and Northfield.

According to Concord Monitor, the bankruptcy case was initially
filed on Nov. 10 under Chapter 7, but that has since been
terminated and replaced with a Chapter 11 restructuring proposal.

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.  Fredrick J. Fuller, the
president, signed the bankruptcy petition.


GARLOCK SEALING: ACC Recommends Rejection of 2nd Amended Plan
-------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants in
debtor Garlock Sealing Technologies LLC's Chapter 11 case
recommends that asbestos claimants vote to reject the Debtor's
Second Amended Plan Of Reorganization.

The Official Committee of Asbestos Personal Injury Claimants
("ACC") was appointed by the Bankruptcy Court to protect the
collective interests of persons who have claims against Garlock
Sealing, The Anchor Packing Company, or Garrison Litigation
Management Group, Ltd., for asbestos-related personal injury or
wrongful death.

The ACC believes that the Plan is unfair to  asbestos claimants.
The ACC believes that the amount that would be made available to
compensate asbestos claimants under the Plan is inadequate, and
that asbestos claimants would not be paid in full under the Plan.

The ACC believes that the standards that would apply under the Plan
for establishing asbestos creditors would not be paid in exposure
and a compensable asbestos-related disease are more restrictive
than tort law generally requires.  Yet the Debtors
have never been required to make full disclosure of their own
information about where their products exposed workers to
asbestos.

The ACC believes that the legal representative of future asbestos
claimants, who supports the plan, has failed to understand that
the plan embodies a defense-oriented agenda and would prejudice
both future and present asbestos claimants.  The FCR is represented
by a law firm that also represents asbestos defendants
who are not in bankruptcy.  That firm and its other clients are
seeking to change the law to the detriment of asbestos victims.  
The ACC recommends that asbestos claimants vote the plan down so
that the ACC can press for better, fairer terms for compensating
asbestos victims.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against Garlock Sealing at $125 million, consistent with
the positions GST put forth at trial.



GENERAL MOTORS: JPMorgan Seeks Rehearing of 2nd Circuit Ruling
--------------------------------------------------------------
Law360 reported that JPMorgan Chase Bank NA filed a rehearing
petition asking the full U.S. Court of Appeals for the Second
Circuit to rethink a decision enforcing a mistakenly filed document
by Mayer Brown LLP that Simpson Thacher & Bartlett LLP didn't catch
-- that cost the bank its stake in a loan to General Motors Corp.'s
bankrupt predecessor.

According to the report, JPMorgan's rehearing petition said that
the unanimous three-judge decision in January enforcing paperwork
Mayer Brown mistakenly filed disregards the bank's contention that
it never directly authorized the invalidation of its security
interest.

As previously reported by The Troubled Company Reporter, the Second
Circuit has determined that JPMorgan released its security interest
on a $1.5 billion loan to GM's bankrupt predecessor by virtue of
the mistaken filing of a UCC-3 termination statement.

                      About General Motors

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

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

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

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

                        *     *     *

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

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

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



GINNIE MAE: Watchdog Raises Red Flags on Financial Statements
-------------------------------------------------------------
Joe Light, writing for The Wall Street Journal, reported that a
report by the inspector general for the U.S. Department of Housing
and Urban Development said that it couldn't sign off on financial
statements made by Ginnie Mae, a government agency that securitizes
federally insured mortgages, after saying that Ginnie made
accounting errors in its financial statements for the year ended
Sept. 30, 2014.

According to the Journal, the agency's report also said that Ginnie
didn't provide enough information for the inspector general to
evaluate Ginnie's treatment of $6.6 billion in loan assets.


GREAT SKATE REALTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Great Skate Realty, LLC
        25 Hawkins Lane
        Jefferson, GA 30549

Case No.: 15-20431

Chapter 11 Petition Date: March 1, 2015

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

Debtor's Counsel: Jonathan D. Clements, Esq.
                  CUMMINGS & KELLEY, PC
                  P.O. Box 2758
                  142 Forrest Ave.
                  Gainesville, GA 30503
                  Tel: 770-531-0007
                  Fax: 678-866-2360
                  Email: jclements@cummingskelley.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Spencer W. Pruitt, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-20431.pdf


HCSB FINANCIAL: Freddie Moore Resigns as Director
-------------------------------------------------
Freddie Moore, a director of HCSB Financial Corporation and Horry
County State Bank, notified the Company of his decision not to
stand for re-election at the 2015 Annual Shareholders Meeting and
to resign from his position as a director to each of the Company
and the Bank effective as of the Annual Shareholders Meeting.  

According to a document filed with the Securities and Securities
and Exchange Commission, Mr. Moore's decision to resign from the
Board of Directors was for personal reasons and did not arise or
result from any disagreement with the Company on any matters
relating to the Company's operations, policies or practices.  The
Company is grateful for his years of dedicated service.

At the time of his notice, Mr. Moore also served on the Company's
Audit Committee.  The Company does not anticipate immediately
filling the vacancy on the board caused by Mr. Moore's resignation
at this time.

                        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.


IHEARTCOMMUNICATIONS INC: Closes Offering of $950 Million Notes
---------------------------------------------------------------
iHeartCommunications, Inc. completed the sale to several initial
purchasers represented by Goldman, Sachs & Co. of $950 million in
aggregate principal amount of its 10.625% Priority Guarantee Notes
due 2023, according to a document filed with the Securities and
Exchange Commission.

The Notes are fully and unconditionally guaranteed on a senior
secured basis by iHeartCommunications' parent, iHeartMedia Capital
I, LLC, and all of iHeartCommunications' existing and future
material wholly-owned domestic restricted subsidiaries.  The Notes
and the related guarantees are secured by (1) a lien on (a) the
capital stock of iHeartCommunications and (b) certain property and
related assets that do not constitute "principal property", in each
case equal in priority to the liens securing the obligations under
iHeartCommunications' senior secured credit facilities and existing
priority guarantee notes and (2) a lien on the accounts receivable
and related assets securing iHeartCommunications' receivables based
credit facility junior in priority to the lien securing
iHeartCommunications' obligations thereunder.

iHeartCommunications used the gross proceeds from the offering to
prepay at par $916.1 million of the loans outstanding under its
term loan B facility and $15.2 million of the loans outstanding
under its term loan C asset sale facility, to pay accrued and
unpaid interest with regard to those loans to, but not including,
the date of prepayment and to pay fees and expenses related to the
offering and the prepayment.  iHeartCommunications intends to use
the remaining proceeds for general corporate purposes, including
repayment of indebtedness.

                     About iHeartCommunications

iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners.  The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.

IHeartcommunications reported a net loss attributable to the
Company of $794 million in 2014, compared to a net loss
attributable to the Company of $606.9 million in 2013.

As of Dec. 31, 2014, the Company had $14.04 billion in total
assets, $23.70 billion in total liabilities and a $9.66 billion
total shareholders' deficit.

                         Bankruptcy Warning

"We and our subsidiaries may not generate cash flow from operations
in an amount sufficient to fund our liquidity needs.  We anticipate
cash interest requirements of approximately $1.6 billion during
2015.  At December 31, 2014, we had debt maturities totaling $3.6
million, $1,126.9 million (net of $57.1 million due to a subsidiary
of ours), and $8.2 million in 2015, 2016, and 2017, respectively.
We are currently exploring, and expect to continue to explore, a
variety of transactions to provide us with additional liquidity.
We cannot assure you that we will enter into or consummate any such
liquidity-generating transactions, or that such transactions will
provide sufficient cash to satisfy our liquidity needs, and we
cannot currently predict the impact that any such transaction, if
consummated, would have on us."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing or
future debt instruments may restrict us from adopting some of these
alternatives.  These alternative measures may not be successful and
may not permit us or our subsidiaries to meet scheduled debt
service obligations.  If we or our subsidiaries cannot make
scheduled payments on indebtedness, we or our subsidiaries, as
applicable, will be in default under one or more of the debt
agreements and, as a result we could be forced into bankruptcy or
liquidation," the Company stated in its 2014 Annual  Report.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

As reported by the TCR on May 21, 2013, Standard & Poor's Ratings
Services announced that its issue-level rating on San
Antonio, Texas-based Clear Channel's senior secured term loan
remains unchanged at 'CCC+' following the company's upsize of the
loan to $4 billion from $1.5 billion.  The rating on parent
company CC Media Holdings remains at 'CCC+' with a negative
outlook, which reflects the risks surrounding the long-term
viability of the company's capital structure.

As reported by the TCR on Feb. 4, 2015, Fitch Ratings has affirmed
the Issuer Default Rating (IDR) of iHeartCommunications, Inc.
(iHeart) at 'CCC'.


INFINITI HOMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Infiniti Homes International, Inc.
        29193 Northwester Hwy #721
        Southfield, MI 48034

Case No.: 15-42941  

Chapter 11 Petition Date: February 27, 2015

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

Judge: Hon. Thomas J. Tucker

Debtor's Counsel: Scott Kwiatkowski, Esq.
                  GOLDSTEIN BERSHAD & FRIED PC
                  4000 Town Center, Suite 1200
                  Southfield, MI 48075
                  Tel: (248) 355-5300
                  Fax: (248) 355-4644
                  Email: scott@bk-lawyer.net

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Derek Washam, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb15-42941.pdf


INFINITY ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Infinity Enterprises International Inc.
           fka Premier USA, Inc.
        5668 Strand Court
        Naples, FL 34110

Case No.: 15-02048

Chapter 11 Petition Date: February 27, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Michael R Dal Lago
                  DAL LAGO LAW
                  999 Vanderbilt Beach Road, Suite 200
                  Naples, FL 34108
                  Tel: (239) 571-6877
                  Email: mike@dallagolaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nir Sharon, president.

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


ISLE OF CAPRI CASINOS: S&P Alters Outlook to Pos. & Affirms 'B' CCR
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on St. Louis-based Isle of Capri Casinos Inc. to positive
from stable and affirmed all ratings, including the 'B' corporate
credit rating, on the company.

"The outlook revision to positive reflects our expectation that
Isle will improve adjusted debt to EBITDA to the low- to mid-5x
area in the next year," said Standard & Poor's credit analyst Ariel
Silverberg.  "Once we are confident that the company will maintain
adjusted debt to EBITDA below the mid-5x area, we could raise the
rating one notch," she added.

The positive outlook reflects S&P's expectation that adjusted debt
to EBITDA will improve to the low- to mid-5x area by the end of
fiscal 2016.  Although S&P is forecasting EBITDA to remain
relatively flat through 2017, S&P believes Isle can improve
leverage further to about 5x by the end of 2017 because S&P
believes Isle will generate meaningful discretionary cash flow that
it could use for debt repayment following the completion of
expansion projects in 2016.

S&P would consider raising the rating one notch if it is confident
that adjusted debt to EBITDA will be maintained below the mid-5x
area.  This would likely result from continued reduction in debt
balances or continued modest EBITDA growth over the next several
quarters.  S&P could also raise the rating if a strengthening
liquidity profile led it to revise its liquidity assessment.

S&P would consider in outlook revision to stable if it believes
adjusted debt to EBITDA would be sustained above the mid-5x area.
This would likely result from weaker operating performance than S&P
is currently forecasting due to greater-than-expected competitive
pressures or weather-related events.  Additionally, an increased
level of capital expenditures or a shift in the company's financial
policy that resulted in lower discretionary cash flow generation
could also lead S&P to revise the outlook back to stable.



LIFE PARTNERS: Receives Nasdaq Listing Non-Compliance Notice
------------------------------------------------------------
Life Partners Holdings, Inc., disclosed that on Feb. 23, 2015, it
received a letter from the Nasdaq Listing Qualifications staff
notifying it of an Additional Staff Determination relating to the
delisting proceedings previously disclosed in a Form 8-K filed with
the Securities and Exchange Commission on January 26, 2015.  After
reviewing the Company's public filings and such other information
as is publicly available, in accordance with Listing Rules 5101 and
IM-5101-1, Nasdaq determined that the following public interest
concerns constitute an additional basis to delist the Company's
securities from The Nasdaq Stock Market.  These concerns are based
on the following factors relating to the district court order in
the action styled Securities and Exchange Commission v. Life
Partners Holdings, Inc., Brian Pardo and R. Scott Peden:

   -- The jury findings that the Company's executive officers
participated in filing false and misleading financial statement
with the SEC; and

   -- The history of egregious misconduct by the Company's
executive officers.

Nasdaq also stated that the Company failed to make prompt
disclosure of material information as required by Listing Rule
5250(b) (1), particularly the approximately $46 million in
sanctions imposed on the Company and certain of its executive
officers by the court order, until it filed its Quarterly Report on
Form 10-Q for the period ended November 30, 2014, which constitutes
a separate and additional basis for delisting.

The Company has submitted a hearing request relating to the
delisting proceedings, which is scheduled for March 19, 2015.  The
Company currently plans to appeal Nasdaq's determination; however,
there can be no assurance that the Company will be successful in
its appeal or will be able to regain compliance with applicable
Nasdaq Listing Rules.

                       About Life Partners

Life Partners Holdings, Inc., is the parent company of the world's
oldest company engaged in the secondary market for life insurance,
commonly called "life settlements."  Since its incorporation in
1991, Life Partners, Inc. has completed over 162,000 transactions
for its worldwide client base of over 30,000 high net worth
individuals and institutions in connection with the purchase of
over 6,500 policies totaling over $3.2 billion in face value.

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is a financial services company engaged in
the secondary market for life insurance known as life settlements.

Life Partners Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex., Case No. 15-40289) on Jan.
20, 2015.  The case is assigned to Judge Russell F. Nelms.

The U.S. Trustee for Region 6 appointed three creditors of Life
Partners Holdings to serve on the official committee of unsecured
creditors.   Tracy A. Bolt of BDO USA, LLP, was named as examiner
for the Debtor's case.



MACK-CALI REALTY: S&P Lowers CCR to 'BB+'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mack-Cali Realty Corp. and its operating partnership,
Mack-Cali Realty L.P., to 'BB+' from 'BBB-'.  The outlook is
negative.

At the same time, S&P assigned a '2' recovery rating to the REIT's
senior unsecured notes, indicating S&P's expectations for
substantial (70% to 90%) recovery of principal in the event of a
payment default.  S&P's 'BBB-' issue-level rating on Mack-Cali's
senior unsecured notes remains unchanged.  The '2' recovery rating
affects roughly $1.3 billion of rated senior unsecured notes
currently outstanding and reflects S&P's practice of assigning
recovery ratings to a speculative-grade rated issuer's debt.

"The downgrade reflects our assessment that over the next three
years Mack-Cali's New Jersey lease expirations will lead to further
erosion in net operating income, which will contribute to
additional weakening of its key credit measures," said credit
analyst Jaime Gitler.  "Mack-Cali issued public guidance for 2015
that same-store net operating income (NOI) will decline more than
8% year over year, which was below our expectations."

The outlook is negative.  S&P believes unfavorable operating trends
in Mack-Cali's core suburban office portfolio are likely to persist
for the next several years, which will further stress cash flow.
While S&P expects the multifamily segment's contribution to EBITDA
to pick up over the same period, S&P don't believe it will replace
cash flow deterioration from the core portfolio.  This should
continue to pressure key credit measures.

S&P would lower the ratings if FCC declines below 2.1x, on a
sustained basis, because of occupancy erosion, lack of multifamily
cash flow contribution, or financing growth with additional debt
capital.  This would cause S&P to revise the financial risk
assessment to "significant" from "intermediate".

S&P could affirm the ratings and assign a stable outlook if it
believes that the company can stem portfolio cash flow erosion and
will sustain key credit measures at current or better levels,
notably FCC above 2.1x.



MAGNESIUM CORP: Jury Says Billionaire Looted Mining Firm
--------------------------------------------------------
Jurors in New York have found that billionaire Ira Rennert
plundered now-bankrupt Magnesium Corp. of America to pay for
personal luxuries, including a Hamptons mansion that's one of the
world's biggest private homes, various news sources reported.

The Associated Press reported that a Manhattan federal court
ordered Mr. Rennert and his Renco Group Inc. to pay $118 million in
damages.  Law360, citing experts, pointed out that the damages
award stands as a stark warning for insiders to tread carefully
when extracting money from a company, lest they land on a
particularly pricey hook if it ends up insolvent.

Law360 also reported that during the trial a New York bankruptcy
judge reprimanded lawyers representing Mr. Rennert for "insulting
my intelligence" with a last-ditch maneuver to weaken MagCorp's
Chapter 7 trustee in an ongoing clawback trial over $118 million in
allegedly improper dividends.

Law360 related that U.S. Bankruptcy Judge Robert Gerber called the
move by Mr. Rennert's team at Dickstein Shapiro LLP a "blatant,
heavy-handed and bad-faith" attempt to influence a pending jury
trial in New York federal court that blames the billionaire
industrialist for driving MagCorp into bankruptcy.

During the trial, representing Rennert, Tai H. Park of Park Jensen
Bennett LLP pinned MagCorp's bankruptcy on the 2001 economic
recession couples with brutal competition from magnesium producers
in Asia, saying that the bankruptcy trustee had ignored the bevy of
financial advisors and institutional investors that gave MagCorp a
clean bill of health, Law360 said.  On the other hand, Leo R. Beus
of Beus Gilbert PLLC, a lawyer for the trustee, hammered home that
Mr. Rennert knew that the shareholder payouts would leave behind
insufficient capital to invest in badly needed technological
upgrades or tackle the latent pollution liabilities that
contributed to its demise, Law360 added.

The verdict, reached at the conclusion of a four-week trial,
delivers a resounding win to Chapter 7 trustee Lee Buchwald in a
tortured, 12-year legal saga and a windfall to the asset management
firms now holding MagCorp's defaulted bonds, Law360 said.

The case is Magnesium Corporation of America et al v. The Renco
Group, Inc. et al., Case No. 1:13-cv-07948 (S.D.N.Y.).

                         About MagCorp

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.  The
Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
01-14312) on Aug. 2, 2001.  The Debtors sold substantially all of
their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale
transaction.  Judge Robert Gerber ordered the case converted to a
chapter 7 liquidation on Sept. 24, 2003.  When the Company filed
for Chapter 11 protection from its creditors, it listed debts and
assets of more than $100 million.


MARYMOUNT UNIVERSITY: S&P Rates $64.90MM Revenue Bonds 'BB+'
------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' long-term
rating to Virginia College Building Authority's $64.90 million
educational facilities revenue and refunding bonds series 2015A
issued for Marymount University (MU).  The outlook is stable.

"The rating reflects Marymount University's potentially doubling
its debt to approximately $125 million from the $61 million
currently outstanding if it proceeds, as we anticipate, with a
major project at its Ballston Center campus later this year that
management indicates could result in $55 million of additional debt
issuance for the estimated $70 million total project cost," said
Standard & Poor's credit analyst Ken Rodgers.

In S&P's view, the university's financial resource ratios would
become constrained dropping to a low 30.8% expendable resources to
pro forma debt from the existing modest level of 63.6% historical
ratio at fiscal year end June 30, 2014, and the resultant 10.3% pro
forma debt burden would change the financial profile of the
university and be consistent with median ratios associated with the
assigned rating.

In addition, Marymount University's enrollment has declined for two
consecutive years through the fall 2014 enrollment period.  The
university competes for students in the very competitive
Mid-Atlantic regional market and has experienced difficulty growing
enrollment even after having made significant campus improvements,
conducting a major marketing campaign to raise its profile, and
introducing a number of sports to attract more male students.

The rating also reflects Marymount University's good financial
operating performance on a full accrual basis and a successful
six-year fundraising campaign that was concluded in 2011 having
raised $22.4 million and is currently in the silent phase of its
next campaign.

S&P understands the proposed series 2015A bond proceeds will refund
or refinance all of the university's outstanding long term debt
obligations, provide approximately $8 million for deferred
maintenance projects, provide funds to terminate an existing swap
and cover bond issuance costs.  S&P also understands the project at
its Ballston Center campus, should the board authorize a funding
plan at its March meeting, is much needed to build a new
multipurpose facility that will house its business school, the
university's largest school, and provide space for leasing to
commercial tenants.

The series 2015A bond are secured under a new master trust
indenture by the university's pledged assets that include its gross
receipts that S&P views as equivalent to an unrestricted tuition
and student fee pledge.

The stable outlook reflects S&P's view that at the assigned rating
Marymount University has a bit of flexibility in terms of its
student demand and financial performance in to enable it to proceed
with the Ballston Center campus project with its inherent risks
that will alter its financial profile significantly but
nevertheless could be supported by a student demand trend subject
to some pressure, a demonstrated track record of solid operating
performance and weak though adequate financial resources for the
rating.

Credit factors that could result in a negative action during the
next two years include unanticipated management instability, a
decline in enrollment or operating performance, further decreases
in financial resource ratios, additional debt beyond what S&P
believes may be up to $55 million without commensurate growth in
resources or assuming the project proceeds any significant
indications that it is not on time or within budget.

A positive rating action over the next two years is unlikely given
what S&P views as limited balance sheet flexibility for the rating
and uncertainty about how the university may proceed with the
project absent its ability to do so with a follow on debt issue.



MOBERLY, MO: S&P Affirms 'B-' LongTerm Rating on COPs
-----------------------------------------------------
Standard & Poor's Ratings Services said that it revised its outlook
on its issuer credit rating (ICR) on Moberly, Mo., and on the
city's series 2008 certificates of participation (COPs) to positive
from stable.  S&P also affirmed its 'B' ICR and 'B-' long-term
rating on the COPS.

"The outlook revision reflects our positive view of steps the city
is taking to establish a better framework for avoiding future
events of nonappropriation," said Standard & Poor's credit analyst
John Sauter.  It is our opinion that the rating could improve as
the city continues to demonstrate commitment to its existing
appropriation debt and as new policies and practices become more
ingrained and consistently followed by all city parties.

"The 'B+' ICR reflects our assessment of very weak management,
stemming from the lack of willingness to support appropriation
debt," said Mr. Sauter.  Moberly failed to make an appropriation in
its fiscal 2012 budget for debt service on the Moberly Industrial
Development Authority series 2010A and B annual appropriation
capital projects bonds and series 2010C annual appropriation
recovery zone facility bonds (combined, the series 2010 bonds).
The city's failure to appropriate resulted in a termination of the
financing agreement securing the bonds. Pursuant to the financing
agreement, Moberly had pledged to annually appropriate revenues
from legally available funds to make debt service payments.  The
city also passed an ordinance stating it will not appropriate any
of its own revenues for debt service on the series 2010 bonds.

The bond trustee used the debt service reserve fund to make the
September 2011 debt service payment and there was a subsequent debt
service payment default in March 2012.

The city has continued to appropriate revenues for the series 2008
COPs, but uncertainty with regard to a long-term commitment to all
appropriation obligations remains.  Moberly's executive management
team remains largely intact since the issuance of the series 2010
bonds, and until recently, there was limited action in regard to
policy changes or creation in response to the non-appropriation.
However, the city adopted a new debt policy in September 2014,
which states its intention to fully support all debt service on any
appropriation debt, to perform analysis on the financial effects of
the size of debt issuances, and to identify resources to fund debt
service, among other items.  In S&P's view, the policy is a step in
the right direction, but it lacks more serious restrictions in
terms of debt to be issued and how it could affect the budget.
Also, in December 2014, Moberly created a new economic development
commission, to work closely with the city. The parameters of the
agreement include a requirement for an independent third party to
perform certain due diligence checks on any company proposing to do
business in the city in return for a financial incentive or other
public assistance.  S&P views these recent actions as a move in the
right direction, specifically in terms of establishing a better
framework for avoiding future debt issuances that rely on
questionable revenues while carrying with it the potential to have
significant unplanned budgetary effects and a lack of full city
support.  However, S&P also feels like there was a long delay in
getting to this point and that the policies and procedures are
still in their infant stage, without having been tested yet.  S&P
continues to assess financial management as standard (based on
monthly budget and investment reporting to the board, an annually
updated long-term capital improvement plan, and a formal reserve
policy), indicating that the finance department maintains adequate
policies in some, but not all, key areas.

"As Moberly's recent measures become more engrained in its regular
operations, the level of uncertainty we have with regard to its
willingness to support appropriation debt may lessen, which could
bring with it an improvement in the rating," added Mr. Sauter.  In
S&P's view, it could potentially raise the rating by multiple
notches within the one-year outlook horizon if S&P's view on the
city's willingness improves.  Rating improvement also depends on
full adherence to these new policies and practices, and continued
timely and full appropriations for existing and any future COP
debt.  S&P could revise the outlook back to stable, or even lower
the rating if these new policies are not consistently met, or if
there are late or delayed appropriations for the existing or future
COP debt.



MRCEM LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MRCEM, LLC
        800 Old Bridge Road
        Brielle, NJ 08730  

Case No.: 15-13334

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 27, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Andrew J. Kelly, Esq.
                  KELLY & BRENNAN, P.C.
                  1011 Highway 71, Suite 200
                  Spring Lake, NJ 07762-2030
                  Tel: (732) 449-0525
                  Fax: (732) 449-0592
                  Email: akelly@kbtlaw.com

Total Assets: $2.64 million

Total Liabilities: $4.48 million

The petition was signed by James A. Maggs, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-13334.pdf


NATHAN'S FAMOUS: S&P Assigns 'B-' CCR & Rates $125MM Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to New York-based Nathan's Famous Inc.  The outlook
is stable.   Concurrently, S&P assigned a 'B-' issue-level rating
to the company's new $125 million senior secured notes, with a '3'
recovery rating, indicating S&P's expectation for meaningful
(50%-70%) recovery in the event of a payment default.

The company will use proceeds to pay a special dividend to
shareholders, fund cash to the balance sheet, and pay fees and
expenses for the transaction.

"The rating on Nathan's reflects its position as a very small
player in the highly competitive restaurant and packaged food space
with a niche focus on hot dogs," said credit analyst Diya Iyer.
"Though it is the top premium hot dog brand in certain channels
ahead of no. 2 Hebrew National, the company's position is among the
smallest of all rated quick¬service restaurants.  Additionally,
S&P factors in risks related to minimum wage increases, a high
concentration of operations in the Northeast U.S., and exposure to
beef prices that have been increasing rapidly in recent years, with
further modest increases expected in fiscal 2015 and 2016."

The stable outlook reflects S&P's view that Nathan's will continue
to diversify its sales and profit streams through its licensed and
branded product programs and benefit from its better royalty
agreement with John Morrell & Co. in the coming year.  While S&P
believes the company has limited further pricing power given steady
beef price escalation in recent years, S&P expects flat margins due
to higher sales in the next 12 months, with potential for credit
metrics to improve modestly from pro forma levels.

S&P could lower the rating if sales growth is only in the mid-teens
range or higher-than-anticipated beef inflation offsets sales gains
in fiscal 2016, leading to gross margin erosion of 200 basis
points.  This would result in leverage in the 7x range, coverage in
the 1.5x range, and FFO to debt in the mid-single-digit range.  It
would also result in flat or slightly negative free operating cash
flow and thinning liquidity, and therefore S&P would view the
company's capital structure as unsustainable.  S&P would also lower
the rating if the company pursued additional debt offerings to fund
dividends or made similarly aggressive changes to its financial
policy resulting in further credit metric erosion.

Although unlikely, S&P could raise the rating if Nathan's
demonstrates 200 basis points of gross margin improvement or sales
growth of more than 30% in the coming year, deleveraging from 6x to
closer to 5x with interest coverage above 2x, and FFO/debt in the
20% range.  At that time S&P would consider revising the financial
risk score to "aggressive", assuming Nathan's can sustain such
credit metrics over several quarters and demonstrates potential for
further improved cash flow generation and licensed sales.



NAVISTAR INTERNATIONAL: To Web Cast Q1 Results on March 3
---------------------------------------------------------
Navistar International Corporation disclosed in a document filed
with the Securities and Exchange Commission it will present via
live web cast its fiscal 2015 first quarter financial results on
Tuesday, March 3rd, at approximately 9:00 a.m. Eastern.  Speakers
on the web cast will include Troy Clarke, president and chief
executive officer and Walter Borst, executive vice president and
chief financial officer, and other company leaders.

The web cast can be accessed through a link on the investor
relations page of Company's Web site at
http://www.navistar.com/navistar/investors/webcasts. Investors are
advised to log on to the Web site at least 15 minutes prior to the
start of the web cast to allow sufficient time for downloading any
necessary software.  The web cast will be available for replay at
the same address approximately three hours following its
conclusion, and will remain available for a period of at least 12
months.

                   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.


NEW CENTAUR: S&P Affirms 'B' Corp. Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Centaur Acquisition LLC's $175 million second-lien term loan to '3'
from '4'.  Centaur Acquisition is a direct subsidiary of
Indianapolis-based gaming operator New Centaur LLC.  The '3'
recovery rating indicates S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default.  S&P's recovery
expectations are in the higher half of the 50% to 70% range.  The
issue-level rating on the second-lien term loan remains 'B', at the
same level as the corporate credit rating.

S&P revised the recovery rating to reflect a lower estimated amount
of first-lien debt outstanding at default than S&P assessed in its
previous analysis.  The lower first-lien debt balances are the
result of optional debt prepayments and high required annual
amortization under the first-lien term loan.

S&P's 'B' corporate credit rating on New Centaur and other ratings
on the company remain unchanged.  The rating outlook is positive.

RATINGS LIST

New Centaur LLC
Corporate Credit Rating         B/Positive/--

Rating Affirmed; Recovery Rating Revised
                                 To         From
Centaur Acquisition LLC
$175 mil. second-lien term loan  
Senior Secured                  B          B
  Recovery Rating                3          4



PACIFIC GAS: Scores $52M From Energy Crisis Bankruptcy Fund
-----------------------------------------------------------
Law360 reported that a California bankruptcy judge authorized
Pacific Gas & Electric Co.'s withdrawal of $52.3 million held in
escrow for claims tied to the state's energy crisis and refused to
order more money set aside to account for a purported rise in
PG&E’s credit risk.

According to the report, U.S. Bankruptcy Judge Dennis Montali
granted PG&E's request to draw down the account, which the utility
established while under Chapter 11 protection to cover claims
related to rampant price manipulation in wholesale energy markets
across the western U.S. starting in 2000.

                     About PG&E Corporation

Headquartered in San Francisco, California, PG&E Corporation
(NYSE:PCG) -- http://www.pgecorp.com/-- is an energy-based  
holding company.  The company's operations include electric and
gas distribution, natural gas and electric transmission, and
electric generation.  It is the parent company of Pacific Gas and
Electric Company.

Pacific Gas filed for Chapter 11 protection on April 6, 2001
(Bankr. N.D. Cal. Case No. 01-30923).  James L. Lopes, Esq.,
William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas emerged from chapter 11 protection April 12,
2004, paying all creditors 100 cents-on-the-dollar plus
postpetition interest.


RADIOSHACK CORP: GameStop Wins Bidding for 160+ Stores
------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that a unit of
GameStop Corp., the video-game chain, won an auction for the right
to take over more than 160 stores that bankrupt
consumer-electronics retailer RadioShack Corp. was planning to
close.

According to the Bloomberg report, RadioShack said GameStop's
Spring Communications Holding -- known as Spring Mobile -- will pay
$15,000 a store to take over leases at locations around the U.S.
Spring has until about April 30 to decide which of the stores it
wants.  Bill Rochelle and Sherri Toub, bankruptcy columnists for
Bloomberg News, said several other locations will be sold to
individual buyers with the prices for the other leases ranging from
about $20,000 to $42,000.

                   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 filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) 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.

The Debtors disclosed total assets of $1.2 billion, versus total
debt 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.


RADIOSHACK CORP: Proposes to Hire Jones Day as Counsel
------------------------------------------------------
Radioshack Corporation, et al., seek approval from the Bankruptcy
Court to employ Jones Day as counsel in their Chapter 11 cases,
nunc pro tunc to the Petition Date.

The Debtors aver that Jones Day is familiar with their businesses
and financial affairs.  The firm has provided services to the
Debtors since 2009 in connection with various matters, including
general corporate, mergers and acquisitions, litigation labor and
employment, securities, and banking and finance advice.

The Debtors anticipate that Jones Day will render general legal
services as needed throughout the course of their Chapter 11
cases.

Pursuant to the terms of the parties' engagement letter, Jones Day
intends to charge for its legal services on an hourly basis and
seek reimbursement of actual and necessary out-of-pocket expenses.

Jones Day's standard hourly rates are:

         Billing Category              U.S. Range
         ----------------              ----------
         Partners                      $675 to $1,200
         Counsel                       $425 to $800
         Associates                    $400 to $750
         Paralegals                    $250

On Sept. 16, 2014, the Debtors provided Jones Day with an advance
payment of $1,000,000 to establish a retainer for professional
services to be rendered and expenses to be incurred by the firm.
Thereafter, the retainer was reduced to pay invoices and
replenished by additional payments.   As of the Petition Date, the
balance of the retainer was $705,681.

The Debtors believe that Jones Day is a "disinterested person", as
defined in Sec. 101(14) of the Bankruptcy Code and as required by
Sec. 327(a) of the Bankruptcy Code.

                     U.S. Trustee Guidelines

The following information is provided in response to the request
for additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:

     Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?

     Response: No. The hourly rates set forth in the Engagement
Letter are consistent with the rates that Jones Day charges other
comparable chapter 11 clients, and the rate structure provided by
Jones Day is appropriate and is not significantly different from
(a) the rates that Jones Day charges in other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals for similar engagements.

     Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?

     Response: No.

     Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition.  If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reason for the difference.

     Response:  Jones Day represented the Debtors during the
12-month period prior to the Petition Date.  During most of that
period, Jones Day charged the Debtors its standard rates.  However,
from October 2014 through the Petition Date, the standard rates
charged by Jones Day to the Debtors were subject to a 10% discount
given the financial challenges the Debtors were experiencing and
their cost reduction efforts.  In addition, in two discrete
litigation matters, both of which are now stayed, Jones Day
provided a 10% discount to its standard rates for certain
professionals who worked on those matters.  The Debtors and Jones
Day, however, mutually agreed to discontinue the 10% discount upon
the commencement of the Chapter 11 cases.

     Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?

     Response: The Debtors, Jones Day, and Pepper Hamilton expect
to develop a prospective budget and staffing plan to comply with
the U.S. Trustee's requests for information and additional
disclosure, recognizing that in the course of these large Chapter
111 cases, there may be unforeseeable fees and expenses that will
need to be addressed by the Debtors, Jones Day and Pepper
Hamilton.

                   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 filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) 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.

The Debtors disclosed total assets of $1.2 billion, versus total
debt 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.



REVSTONE INDUSTRIES: Creditors Aim to Ax $85M Ascalon Claims
------------------------------------------------------------
Law360 reported that the Official Committee of Unsecured Creditors
appointed in Revstone Industries LLC's bankruptcy case asked a
Delaware federal bankruptcy judge to pitch seven claims, worth $85
million, made by the auto parts conglomerate's non-debtor parent
Ascalon Enterprises LLC, saying the claims are undocumented, untrue
and barred given the pendency of adversary proceedings.

According to the report, in addition to pointing to an alleged
woeful lack of proof to back the claims, the creditors said they
are precluded by two pending adversary actions filed by Revstone
seeking more than $95 million in damages.

                About Revstone Industries et al.

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

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

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

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

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

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

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

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

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

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

                           *     *     *

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

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

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

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


REVSTONE INDUSTRIES: Judge Extends Deadline to Remove Suits
-----------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given Revstone Industries
LLC until June 30, 2015, to file notices of removal of lawsuits
involving the company and its affiliates.

                About Revstone Industries, et al.

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

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

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

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

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

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

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

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

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

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

                           *     *     *

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

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

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

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

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


RIVIERA HOLDINGS: Sells Hotel Property; To Cease Operations
-----------------------------------------------------------
Riviera Holdings Corporation and wholly-owned subsidiary Riviera
Operating Corporation entered into, and simultaneously closed, an
Asset Purchase Agreement with the buyer, Las Vegas Convention and
Visitors Authority, a local governmental entity of the State of
Nevada.

Pursuant to the Purchase Agreement, Buyer purchased certain assets
of the Company, including the real property located at 2901 Las
Vegas Boulevard South, Las Vegas, Nevada 89109 and all structures
and improvements located on the property, and certain other assets
for a total purchase price of up to $182,500,000.

The Purchase Agreement provides that Riviera will terminate their
business operations at the Riviera Hotel and Casino located on the
Property within 180 days of the close of the Transaction.  Riviera
will be responsible for the Business Closure, and the Buyer will
take possession of the Property once there are only minimal assets
remaining on the premises.

A portion of the Purchase Price has been deposited with a
third-party escrow agent under an Escrow Agreement.  Part of the
escrowed amounts will be released to the Company upon completion of
the Business Closure, while a larger portion will be available to
pay the costs of the Business Closure.

In order to provide Riviera with access to the Property and time to
complete the Business Closure, at the close of the Transaction, ROC
and the Buyer entered into a Lease Agreement, pursuant to which ROC
will lease the Property from the Buyer for the sole purpose of
winding down Hotel and Casino operations. The Lease will be in
effect for the duration of the Business Closure and will expire
automatically when the Business Closure is complete. In addition,
the Company has guaranteed the payment and performance of ROC's
obligations under the Lease by executing a Lease Guaranty
concurrently with ROC's execution of the Lease and the closing of
the Transaction.

In order to conduct the Business Closure, Riviera entered into a
Business Closure Agreement with Paragon Riviera LLC, a Nevada
limited liability company on February 20, 2015.  Paragon previously
managed the Hotel and Casino on behalf of the Company pursuant to
the Management Agreement.  Pursuant to the Closure Agreement,
Paragon will conduct operations at the Hotel and Casino for and on
behalf of ROC and will effect the Business Closure. Paragon will
receive a monthly fee in connection with the Closure Agreement.

Riviera and Paragon were previously parties to the Resort
Management Agreement, dated as of June 21, 2013, pursuant to which
Paragon provided oversight of the executive level management at the
Hotel and Casino, and provided financial, marketing, business and
organizational strategy services to the Hotel and Casino. The term
of the Management Agreement was two years from the date of
execution, unless earlier terminated in accordance with its terms
and conditions. The Management Agreement was terminated prior to
its expiration date upon the closing of the Transaction and the
execution of the Closure Agreement.  Paragon will receive certain
fees in connection with the termination of the Management
Agreement.

Promptly after the closing of the Transaction, the Company repaid
all outstanding indebtedness owed under (i) the Series A Credit
Agreement, dated as of April 1, 2011, by and among the Company, as
borrower, certain subsidiaries of the Company, as guarantors,
Cantor Fitzgerald Securities, as administrative agent, and the
lenders party thereto; and (ii) the Series B Credit Agreement,
dated as of April 1, 2011, by and among the Company, as borrower,
certain subsidiaries of the Company, as guarantors, Cantor
Fitzgerald Securities, as administrative agent, and the lenders
party thereto.

In connection with the Transaction, the Company expects to effect
the Business Closure and, as a consequence, cease all operations.
In connection with and as a result of the Business Closure, the
Company expects to incur material charges.  At this time, the
Company has determined that it is unable to identify and estimate
the costs expected to be incurred in connection with the Business
Closure.

The Company solicited the consent of the sole holder of its Class A
common stock and the holders of its Class B common stock.  The
Class A common stock is wholly-owned by a single entity that is
indirectly controlled by two of the Company's board members. The
Class B common stock is not registered under Section 12 of the
Securities Exchange Act of 1934, as amended. The Class A
Shareholder and Class B Shareholders holding 8,315,328 shares
returned consents approving (i) the Transaction and related
transactions, including the Business Closure and cessation of
gaming operations, as further described under Item 2.01, and (ii)
the complete liquidation and dissolution of the Company in
connection with the Transaction promptly after the completion of
the Business Closure. The period in which the Shareholders were
requested to return their consents ended February 9, 2015.

A copy of the Purchase Agreement is available at
http://is.gd/xnWfS4

A copy of the Buyer's statement is available at
http://is.gd/xZKX4f

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located on Las Vegas Boulevard in Las Vegas, Nevada.
Riviera Hotel & Casino, which opened in 1955, has a long-standing
reputation for delivering traditional Las Vegas-style gaming,
entertainment and other amenities.

On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed
petitions for relief under the provisions of Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Nev.).  On Nov. 17, 2010,
the Court entered a written order confirming the Debtors'
Second Amended Joint Plan of Reorganization.  On Dec. 1, 2010, the
Plan became effective.

Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in
the Chapter 11 cases.  XRoads Solutions Group, LLC, served as the
financial and restructuring advisor.  Garden City Group Inc.
served as the claims and notice agent.

On April 26, 2012, RHC completed the sale of Riviera Black Hawk
casino to Monarch Casino and Resorts, Inc., and its wholly-owned
subsidiary Monarch Growth Inc.  The Buyer purchased Riviera Black
Hawk by acquiring all of the issued and outstanding shares of
common stock of RHC's subsidiary Riviera Black Hawk.  The Buyer
paid $76 million for the stock, subject to certain post-closing
working capital adjustments.  At the closing, ROC paid or
satisfied substantially all of RBH's indebtedness (which consisted
of inter-company accounts and equipment leases) and placed $2.1
million of working capital in a restricted bank account.
Accordingly, the Company has reflected the business, including
gain on sale, as discontinued operations.

In February 2015, Standard & Poor's Ratings Services discontinued
its 'CCC+' corporate credit rating on Riviera Holdings following
the sale of the Hotel and Casino and repayment of all previously
outstanding debt.



SEARS HOLDINGS: ESL Investments Holds 55.9% Stake as of Feb. 25
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, ESL Investments, Inc. disclosed that as of
Feb. 25, 2015, it beneficially owned 62,248,806 common shares of
Sears Holdings, which represents 55.9 percent of the shares
outstanding.

As of Feb. 26, 2015, the Reporting Persons may be deemed to
beneficially own the shares of Holdings Common Stock:

                             Number of             Percentage of
                               Shares               Outstanding
  Reporting Person        Beneficially Owned          Shares
  ----------------        ------------------       -------------
ESL Partners, L.P.           57,800,923                 51.9%
SPE I Partners, LP            1,939,872                  1.8%
SPE Master I, LP              2,494,783                  2.3%
RBS Partners, L.P.           62,235,578                 55.9%
ESL Institutional Partners       12,341                    0%
RBS Investment Management        12,341                    0%
CRK Partners, LLC                   887                    0%
Edward S. Lampert            62,248,806                 53.2%

                           Loan Amendment

On Feb. 25, 2015, three subsidiaries of Holdings entered into an
amendment to the Loan with affiliates of the Reporting Persons,
which was effective Feb. 28, 2015, to extend the $400 million short
term loan that is secured by mortgages on certain real property of
Holdings and its subsidiaries.  Under the terms of the Amendment,
Holdings will repay $200 million of the Loan on
March 2, 2015, and, in connection with this repayment, the Lenders
have agreed to release approximately one half of the value of the
pledged collateral.  The remaining $200 million of the Loan will be
extended until the earlier of June 1, 2015, or the date of receipt
by Holdings of sale proceeds pursuant to a sale/leaseback or
similar transaction involving the sale or other transfer by
Holdings of at least 200 Holdings properties to a newly formed real
estate investment trust capitalized in part through a rights
offering to Holdings' stockholders, which is under consideration by
Holdings.  The Loan will continue to have an annual base interest
rate of 5% on the principal amount outstanding.  Except as
described below, the Borrowers will not be required to pay any fee
to the Lenders in connection with the Amendment.

At any time prior to maturity of the Loan, Borrowers may make a
one-time election to re-borrow up to $200 million from the Lenders,
subject to certain conditions, including payment to the Lenders of
a fee equal to 0.25% of the principal amount of the Delayed
Advance.  In the event the Borrowers elect to re-borrow the Delayed
Advance, Borrowers would again grant a lien on the Released
Properties or other collateral, in accordance with the Amendment,
to secure the Loan.

Upon repayment of $200 million of the Loan on March 2, 2015, the
Lenders intend to repay on March 3, 2015, the entirety of PYOF's
12.5% participation interest in the Loan and one half of
Fairholme's 6.25% participation interest in the Loan.

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

                         http://is.gd/rOrK4C

                           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.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014.  As of Jan. 31, 2015, the Company
had $13.20 billion in total assets, $14.15 billion in total
liabilities and a $945 million total deficit.

                            *     *     *

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: Reports $159 Million Net Loss for Fourth Quarter
----------------------------------------------------------------
Sears Holdings Corporation reported a net loss attributable to
Holdings' shareholders of $159 million on $8.09 billion of
merchandise sales and services for the quarter ended Jan. 31, 2015,
compared to a net loss attributable to Holdings' shareholders of
$358 million on $10.59 billion of merchandise sales and services
for the period ended Feb. 1, 2014.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion on $31.19
billion of merchandise sales and services compared to a net loss
attributable to Holdings' shareholders of $1.36 billion on $36.18
billion of merchandise sales and services for the year ended
Feb. 1, 2014.

As of Jan. 31, 2015, the Company had $13.20 billion in total
assets, $14.15 billion in total liabilities and a $945 million
total deficit.

"We are pleased to report $125 million in Adjusted EBITDA in the
fourth quarter, a significant improvement year over year," said
Edward S. Lampert, Sears Holdings' chairman and chief executive
officer.  "While we clearly believe that we can improve upon these
results, we are pleased with the positive trend that started in the
third quarter, and we currently expect this level of improvement to
carry forward into our full year 2015 results.  We believe that the
changes we are making to focus on our best stores, reward our best
members and pursue our best categories will help us continue to
transform Sears Holdings into a leading integrated
membership-focused company."

Rob Schriesheim, Sears Holdings' chief financial officer, said,
"During 2014, we took a number of actions to enhance our financial
flexibility, support our operations and meet our obligations.  In
total, the actions we have taken generated $2.3 billion in
liquidity.  We continue to take action to evolve and transition our
capital structure toward a structure that is more flexible,
long-term oriented and less dependent on inventory and receivables.
We have proven that Sears Holdings is an asset-rich enterprise
with multiple levers to generate continued financial flexibility,
while creating shareholder value."

The Company had cash balances of $250 million at Jan. 31, 2015,
compared with $577 million (domestic only) at Feb. 1, 2014.

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

                       http://is.gd/XLAGmA

                           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.

                            *     *     *

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 METHODIST: Files Supplement to Joint Plan of Reorganization
-----------------------------------------------------------------
Sears Methodist Retirement System, Inc., Sears Caprock Retirement
Corporation, Sears Methodist Centers, Inc., Sears Methodist
Foundation, Sears Panhandle Retirement Corporation, Sears Permian
Retirement Corporation, Sears Plains Retirement Corporation, Sears
Tyler Methodist Retirement Corporation, and Senior Dimensions, Inc.
filed a Notice of Plan Supplement on Feb. 17, 2015, in connection
with the Plan Debtors' Joint Plan of
Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated
as of December 6, 2014, as amended by the Plan Debtors' Amended
Joint Plan of Reorganization, dated as of January 15, 2015.

The Plan Supplement is being filed by the Plan Debtors pursuant to,
in support of, and in connection with confirmation of the Plan
Debtors' Joint Plan of Reorganization, as amended.  The Plan
Supplement includes these documents as exhibits:

   * EXHIBIT A - Form of Liquidating Trust Agreement;
   * EXHIBIT B - Liquidation Analyses;
   * EXHIBIT C - List of Preserved Causes of Actions; and
   * EXHIBIT D - Forms of Deeds Transferring Undeveloped
                 Properties to TMF.

A copy of the Notice of Plan Supplement and Related Exhibits is
available for free at:

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

                      About Sears Methodist

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

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

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

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

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


SILVER EAGLE ACQUISITION: To Be Delisted From Nasdaq on March 9
---------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock, unit and warrant of Silver Eagle
Acquisition Corp., effective at the opening of the trading session
on March 9, 2015. Based on review of information provided by the
Company, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to Listing Rule
5550(a)(3).

The Company was notified of the Staff's determination on June 6,
2014.  The Company appealed the determination to a Hearing Panel.

Upon review of the information provided by the Company, the Panel
issued a decision dated July 31, 2014, granting the Company
continued listing pursuant to an exception that included several
milestones that the Company was required to meet, towards the toal
of regaining compliance with Listing Rule 5550(a)(3).

However, the Company was unable to meet the exception milestones as
required. On December 4, 2014, the Panel issued a final delisting
determination and notified the Company that trading in the
Company's securities would be suspended on December 8, 2014.

The Company did not request a review of the Panel's decision by the
Nasdaq Listing and Hearing Review Council. The Listing Council did
not call the matter for review.  The Panel's Determination to
delist the Company became final on January 20, 2015.


SKYMALL LLC: Brand Could Be Relaunched in June, Report Says
-----------------------------------------------------------
Bill Fink at Yahoo Travel reports that the SkyMall brand could be
relaunched in June if negotiations with creditors, product
partners, and the airlines is successful this month.  Former PC
Magazine editor-in-chief Jim Louderback will co-manage the
relaunch, the report adds.

Scott Jordan, ScotteVest CEO and former SkyMall advertiser, is in
talks to revive the SkyMall brand and the magazine on airplanes
using a new core business model, according to Yahoo Travel.  The
report quoted Mr. Jordan as saying, "We're going to include items
in the magazine that people actually want to buy."

Yahoo Travel relates that Mr. Louderback plans to transform the new
SkyMall.  According to the report, Mr. Louderback said, "We'd not
only include listings for, say, noise-canceling headphones, but
also an article explaining how the technology actually works.
We're going to make it an entertaining experience, a curated
shopping journey targeted at real travelers and their interests."

Citing SkyMall director of marketing, Jinine Martin, Runaway Girl
Network reports that SkyMall.com is still up and running while a
buyer is sought, and that the future of the company will be
dependent on the impending buyer.  The report says that an auction
will be held on March 24, and that a buyer will be selected on
March 27.  Mr. Martin said that the sale would close no later than
April 15, according to the report.

                        About SkyMall LLC

Headquartered in Phoenix, Arizona, SkyMall, LLC, is the company
behind the ubiquitous in-flight catalogs known for kitschy items
that include Bigfoot Garden Yeti statues, night glow toilet seats
and cat litter robots.

Affiliates SkyMall, LLC, fka SkyMall, Inc. (Bankr. D. Ariz. Case
No. 15-00679), Xhibit Corp., fka NB Manufacturing, Inc. (Bankr. D.
Ariz. Case No. 15-00680), Xhibit Interactive, LLC, fka Xhibit, LLC
(Bankr. D. Ariz. Case No. 15-00682), FlyReply Corp. (Bankr. D.
Ariz. Case No. 15-00684), SHC Parent Corp. (Bankr. D. Ariz. Case
No. 15-00685), SpyFire Interactive, LLC (Bankr. D. Ariz. Case No.
15-00686), Stacked Digital, LLC (Bankr. D. Ariz. Case No.
15-00687), and SkyMall Interests, LLC (Bankr. D. Ariz. Case No.
15-00688) filed separate Chapter 11 bankruptcy petitions on Jan.
22, 2014.  The petitions were signed by Scott Wiley, authorized
signatory.

Judge Brenda K. Martin presides over SkyMall, LLC's case, while
Judge Madeleine C. Wanslee presides over Xhibit Corp.'s and SHC
Parent Corp.'s cases.

John A. Harris, Esq., at Quarles & Brady LLP serves as the
Debtors' bankruptcy counsel.

Cohnreznick Capital Market Securities, LLC, is the Debtors'
financial advisor.

SkyMall, LLC, estimated its assets at between $1 million and $10
million, and its liabilities at between $10 million and $50
million.  Xhibit Corp. estimates its assets and liabilities at
between $100,000 and $500,000 each.  Xhibit Interactive, LLC,
estimates its assets and liabilities at up to $50,000 each.  SHC
Parent Corp. estimates its assets and liabilities at up to $50,000
each.


STOCKTON, CA: Plan of Adjustment Effective
------------------------------------------
BankruptcyData reported that Stockton, California city manager Kurt
Wilson announced that the city's First Amended Plan of Adjustment,
as Modified, became effective; and the Company emerged from Chapter
9 protection, following the U.S. Bankruptcy Court's confirmation of
the plan on Feb. 4, 2015.

According to BData, Mr. Wilson comments, "We owe a huge debt of
gratitude to all of our City employees for their hard work,
dedication, and the sacrifices they have made over the last several
years. The stigma of bankruptcy is lifted and we can move our city
forward toward recovery."

Reuters reported that the California city says it has begun paying
creditors as a final step to exit bankruptcy after more than
two-and-a-half years dealing with over $2 billion of debt.

                     About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

Judge Klein, in late October 2014, confirmed the debt-adjustment
plan by the city of Stockton, rejecting arguments that it unfairly
discriminated among creditors by chopping a mutual fund's recovery
to near zero while shielding city retirees from any impairment at
all.

                       *     *     *

The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.

The TCR, on Nov. 10, 2014, reported that Moody's Investors Service
has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series
2006 lease revenue bonds and affirmed the city's 2007 pension
obligation at Ca. Moody's have removed the developing outlook from
the Series 2006 bonds and Moody's have removed the negative
outlook from the Series 2007 bonds.

The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings
Services raised its long-term rating and underlying rating (SPUR)
to 'B-' from 'CCC' on the Stockton Public Financing Authority,
Calif.'s series 2003A and 2003B certificates of participation
(COPs) and its SPUR to 'B-' from 'CCC' on the authority's series
2006A lease revenue refunding bonds.  Standard & Poor's also
affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series
2004 (arena project) revenue bonds.  All series are appropriation
obligations of Stockton.  The outlook on the series 2003A and
2003B COP long-term rating and SPUR and on the 2006A lease revenue
refunding bond SPUR is stable, and the outlook on the series 2004
revenue bond rating (arena project) is negative.


STYNER PROPERTIES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Styner Properties, LLC
        908 Port Drive
        Clarkston, WA 99403

Case No.: 15-00678

Chapter 11 Petition Date: February 27, 2015

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Hon. Frederick P. Corbit

Debtor's Counsel: David E. Eash, Esq.
                  EWING ANDERSON, P.S.
                  522 W Riverside, Suite 800
                  Spokane, WA 99201-0159
                  Tel: 509 838-4261
                  Fax: 509-838-4906
                  Email: deash@ewinganderson.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jacqueline Styner, member.

A list of the Debtor's largest unsecured creditor is available for
free at http://bankrupt.com/misc/waeb15-00678.pdf


SWIFT TRANSPORTATION: S&P Raises CCR to 'BB-'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Phoenix, Ariz.-based trucking company Swift
Transportation Co. to 'BB-' from 'B+'.  The rating outlook is
stable.

At the same time, S&P raised the ratings on the company's $450
million revolving credit facility due 2019, $500 million term loan
A due 2019, and $400 million term loan B due 2021 to 'BB+' from
'BB'.  The '1' recovery rating on the credit facility remains
unchanged, indicating S&P's expectation for very high (90% to 100%)
recovery for noteholders in the event of a payment default.

"The upgrade reflects our assessment of the company's earnings
growth and improvement in credit metrics, along with our belief
that the current financial policies will result in credit measures
commensurate with the rating," said Standard & Poor's credit
analyst Michael Durand.  "Over the past few years, the company has
demonstrated relatively steady profitability and cash generation,"
said Mr. Durand.

S&P's ratings on Swift reflect its participation in the highly
fragmented, cyclical, and capital-intensive TL trucking industry.
(The top 20 TL companies in the U.S. account for less than 10% of
total industry revenues.)  The company's position as the largest TL
carrier in the U.S. and its growing position in intermodal
transportation (using trucks and rail to move a container or
trailer) somewhat offset the negative factors.

S&P has revised its assessment of financial policy to "neutral"
from "negative."  S&P believes Swift's sources of cash, with ample
cash flow and healthy revolver access, provides the company with
"adequate" liquidity.

The stable outlook reflects S&P's view that the company's credit
measures will remain in line with its expectations for the current
rating, which includes FFO to debt in the high-20% range.

S&P could upgrade the company by one notch if Swift benefits from
improving supply and demand and pricing in the TL sector, which
results in stronger operating performance and improved earnings and
credit metrics.  Specifically, S&P could raise the rating if FFO to
total debt rises into the high-30% range and free operating cash
flow to debt rises into the low-20% range on a sustained basis.

S&P could downgrade the company by one notch if financial results
are weaker than expected, as a result of an unanticipated drop in
trucking demand, large debt-financed acquisitions, or aggressive
financial policies resulting in FFO to debt falling to less than
20% for a sustained period.



T-L CONYERS: Loan Modification Agreement with Valley State Okayed
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized T-L Cherokee South, LLC, to
enter into the postpetition addendum to the postpetition loan
modification agreement with Valley State Bank.

As reported in the Troubled Company Reporter on Jan. 5, 2015,

ay agreement of the Debtor and the lender, the Court stayed
further proceedings relating to the competing Plan pending the
completion of valuation hearing in the cases.

In this connection, VVSB has agreed to extend the maturity date
and reduce the interest rate for the TIF loan.  Under the
agreement, the maturity date for the TIF loan will be extended
from Dec. 1, 2014, to Dec. 1, 2017, and the applicable interest
rate will be reduced from 7.75% to 6%.

A copy of the terms of the loan is available for free at
http://bankrupt.com/misc/T-LConyers_357_Valleyloanagreement.pdf

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10 million to $50 million.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection (Case
No. 12-22623) on July 11, 2012.


TAJ MAHAL: Hard Rock to Continue Atlantic City Cafe Operations
--------------------------------------------------------------
At this time, Hard Rock International intends to operate its
Atlantic City cafe location through the balance of its lease.  The
company will not close the location unless the Taj Mahal, the
casino in which the cafe resides, closes.

Conditional notices required under the Worker Adjustment and
Retraining Notification (WARN) Act were issued to employees in the
event that the Taj Mahal bankruptcy plan is not approved, resulting
in the closure of the Taj Mahal.  These notices provide employees
with appropriate advance notice of the possibility of Taj Mahal
closure.

Since opening its doors in 1996, the brand has been and continues
to be committed to Atlantic City and brand expansion within New
Jersey.

                   About Hard Rock International

With a total of 198 venues in 63 countries, including 152 cafes, 21
hotels and 10 casinos, Hard Rock International (HRI) --
http://www.hardrock.com-- is one of the most globally recognized
companies.  Beginning with an Eric Clapton guitar, Hard Rock owns
the world's greatest collection of music memorabilia, which is
displayed at its locations around the globe.  Hard Rock is also
known for its collectible fashion and music-related merchandise,
Hard Rock Live performance venues and an award-winning website.
HRI owns the global trademark for all Hard Rock brands.  The
company owns, operates and franchises Cafes in iconic cities
including London, New York, San Francisco, Sydney and Dubai.  HRI
also owns, licenses and/or manages hotel/casino properties
worldwide.  Destinations include the company's two most successful
Hotel and Casino properties in Tampa and Hollywood, Fl., both owned
and operated by HRI parent company The Seminole Tribe of Florida,
as well as other exciting locations including Bali, Chicago,
Cancun, Ibiza, Las Vegas, Macau and San Diego.  Upcoming new Hard
Rock Cafe locations include San Juan, Rio de Janeiro and Marrakech.
New Hard Rock Hotel projects include Daytona Beach, Dubai, Los
Cabos, Dallas-Fort Worth, Tenerife, Abu Dhabi, and Shenzhen and
Haikou in China.


THQ INC: Judge Dismisses Shareholder Suit Over UDraw Sales
----------------------------------------------------------
Law360 reported that U.S. District Judge Manuel Real in California
has dismissed a shareholder class action against two execs of THQ
Inc. brought after the failure of the company's plan to expand its
popular Nintendo Wii accessory to other game platforms, saying the
execs' "optimism" was not solid grounds for a lawsuit.

The case is Khalil Zaghian v. THQ Inc et al., Case No.
2:12-cv-05227 (C.D. Calif.).

                         About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide  

developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.

THQ Inc. and its debtor affiliates notified the U.S. Bankruptcy
Court for the District of Delaware that on Aug. 2, 2013, their
Second Amended Chapter 11 Plan of Liquidation became effective.


TIANYIN PHARMA: Receives NYSE MKT Listing Non-Compliance Notice
---------------------------------------------------------------
Tianyin Pharmaceutical Inc., a pharmaceutical company that
specializes in the patented biopharmaceutical, modernized
traditional Chinese medicine (mTCM), branded generics and active
pharmaceutical ingredients (API), received notice on Feb. 24, 2015
from the NYSE MKT LLC indicating that the Company is below certain
of the Exchange's continued listing standards, as set forth in
Sections 134 and 1101 of the NYSE MKT Company Guide, due to the
delay in filing of its Quarterly Report on Form 10-Q for the period
ended December 31, 2014.  Under NYSE MKT rules, until the Company
files the Form 10-Q, its common stock will remain listed on the
NYSE MKT under the symbol "TPI," but will be assigned an ".LF"
indicator to signify late filing status.  Five business days
following the receipt of the noncompliance letter, the Company will
be added to the list of NYSE MKT noncompliant issuers on the
website and the indicator will be disseminated with the Company's
ticker symbol.  The indicator will be removed when the Company has
regained compliance with all applicable continued listing
standards.

In order to maintain its listing, the Company must submit a plan of
compliance by March 10, 2015 addressing how it intends to regain
compliance with Sections 134 and 1101 of the NYSE MKT Company Guide
by May 22, 2015.  If the plan is accepted, the Company may be able
to continue its listing but will be subject to periodic reviews by
the Exchange.  If the plan is not accepted or if it is accepted but
the Company is not in compliance with the continued listing
standards by May 22, 2015, or if the Company does not make progress
consistent with the plan, the Exchange will initiate delisting
procedures as appropriate.  The Company intends to submit a
compliance plan on or before the deadline set by the Exchange.

Currently the Company is working diligently with the auditor to
compile and disseminate the information required to be included in
the Form 10-Q, as well as the required review of the Company's
financial information.  The Company expects to file the Form 10-Q
as soon as possible and before the deadline set by the Exchange.

                           About TPI

Headquartered at Chengdu, China, TPI --
http://www.tianyinpharma.com-- is a pharmaceutical company that
specializes in the development, manufacturing, marketing and sales
of patented biopharmaceutical, mTCM, branded generics and API.  TPI
currently manufactures a comprehensive portfolio of 58 products, 24
of which are listed in the highly selective national medicine
reimbursement list, 10 are included in the essential drug list
(EDL) of China.  TPI's pipeline targets various high incidence
healthcare indications.


TOLLENAAR HOLSTEINS: Seeks Authority to Sell Cows and Calves
------------------------------------------------------------
Tollenaar Holsteins is asking the Bankruptcy Court to enter an
order authorizing it to sell its cows and calves to Gargill Meat
Solutions and J.G. Weststeyn Dairy and grant replacement liens, as
appropriate, to creditors Bank of the West and Hartford Life and
Accident Insurance Co.

The Debtor operates a Dairy in Elk Grove, California, with 273
mature cows plus 64 calves.  The Debtor seeks to sell 249 head of
livestock, as follows: (i) 173 to 183 mature cows and two bulls to
be sold to Gargill Meat Solutions for processing as beef at
Cargill's standard pricing, and (ii) 30 calves on milk at $300 per
animal, 31 weaned calves at $400 per animal, and three 4-6 month
old calves at $500 per animal to an independent third party, J.G.
Weststeyn Dairy.

The Debtor is seeking to sell it is dairy operation, and the Debtor
has been selling portions of its herd over the course of several
months.  As a result, the Debtor has reduced its dairy herd to 273
cows.  The Debtor believes that a sale of the cows is in the best
interests of the Debtor and its creditors to maximize the value for
the Cows and the Calves.  The Debtor will continue to have
approximately 90 to 100 head of milking cows at its dairy after the
Cows are sold.

Having marketed the Cows for several months, evaluated current
market prices, and sold cows to buyers, the Debtor believes that
the value that it will receive for the Cows from Cargill is the
highest and best value.  The Debtor further believes for the same
reasons that the value to be received from J.G. Weststeyn is the
fair market value.  If the Cows are not sold, the Debtor would
have to pay for continued feeding, care, and related expenses for
the Cows.  Milk prices are low at $16 (CWT).  The Debtor believes
that a prompt sale to avoid those continued costs and expenses is
in the best interests of the Debtor and its creditors.

The Debtor is informed and believes that Bank of the West asserts
a security interest in the Cows but does not object to an
immediate sale of the Cows.  The Debtor is further informed and
believes that Hartford Life and Accident Insurance Co. asserts a
security interest in the Cows that is junior in priority to the
Bank and the Debtor does not believe that the sale proceeds will
exceed the amount of the Bank's claim.  The Debtor proposes to
grant the Bank and Hartford replacement liens on the sale proceeds

to the same extent, validity and priority as the Bank holds on the

Cows or the Calves.

Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch,
LLC, filed Chapter 11 bankruptcy petitions (Bankr. E.D. Cal. Lead
Case No. 15-20840) on Feb. 4, 2015.  Tami Tollenaar signed the
petitions as general partner.  Judge Christopher D. Jaime is
assigned to the cases.  Felderstein Fitzgerald Willboughby &
Pascuzzi LLP serves as the Debtors' counsel.  The Debtors
estimated assets and liabilities of at least $10 million.



TRONOX INC: Missouri Getting $44-Mil. from Anadarko Settlement
--------------------------------------------------------------
Legal Newsline reported that the State of Missouri will receive
$43.9 million as part of a $5.15 billion bankruptcy settlement
involving Anadarko Petroleum Corporation, Attorney General Chris
Koster announced.

According to the report, a portion of the money will go toward
helping the state clean up the sites at 2300 Oakland in Kansas City
and at 2800 W. High in Springfield, which were used for creosote
wood treatment by energy company Kerr-McGee.  Each clean-up project
will receive approximately $19 million, with another $5 million
going to Missouri's Natural Resource Damages program, the report
related.

As previously reported by The Troubled Company Reporter, 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.

                         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.


TRUMP ENTERTAINMENT: Union Tells 3rd Circ. CBA Wrongly Axed
-----------------------------------------------------------
Law360 reported that the union representing over 1,000 Taj Mahal
employees told the U.S. Court of Appeals for the Third Circuit that
Trump Entertainment Resorts Inc. is misreading Chapter 11 law and
the Delaware bankruptcy court never had the authority to allow the
Atlantic City casino operator to discard its collective bargaining
agreement with the workers.

According to the report, in a reply brief, Unite Here Local 54
argued that the labor agreement with Trump Entertainment was
already expired when the bankruptcy court was considering its
rejection.

As previously reported by The Troubled Company Reporter, the U.S.
Court of Appeals in Philadelphia allowed a direct appeal by Unite
Here, skipping the federal district court.  The union appealed from
the bankruptcy judge's approval of reductions in health benefits
and modifications in the collective bargaining agreement.  

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept.
9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2014.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $286 million in principal plus
accrued but unpaid interest of $6.6 million under a first lien debt
issued under their 2010 bankruptcy-exit plan.  The Debtors also
have trade debt in the amount of $13.5 million.

The Official Committee of Unsecured Creditors tapped Gibbons P.C.
as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as
co-counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


UNITED CONTINENTAL: S&P Raises CCR to 'B+'; Outlook Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
United Continental Holdings Inc. and its subsidiary United Airlines
Inc., including raising the corporate credit ratings on the
entities to 'B+' from 'B'.  The rating outlook is positive.

At the same time, S&P raised the ratings on the companies' secured
and unsecured debt and most enhanced equipment trust certificates
(EETCs) by one notch each.  S&P raised its ratings on certain EETCs
by two notches if it believed that collateral protection had
improved materially, and S&P affirmed its ratings on other EETCs in
cases in which S&P believed that collateral protection had
deteriorated.

United Continental reported solid earnings during the final three
quarters of 2014, after a loss in the first quarter, when severe
winter weather disproportionately hurt performance.  Fourth-quarter
net income of $461 million (before unusual items such as
out-of-period hedge writedowns) was substantially higher than $248
million in the final quarter of 2013.  Including all items,
reported earnings were $28 million (which includes a $225 million
writedown of fuel hedges and $141 million severance and benefit
charge), compared with a $140 million profit a year earlier.  The
company reported full-year 2014 earnings of $1.1 billion (compared
with $571 million in 2013) and $1.97 billion excluding special
items. United Continental and many U.S. airlines use mark-to-market
accounting on most of their fuel hedges and therefore report all
the gains or losses that fluctuations in fuel prices cause at once,
although the economic effect is spread out over the following year
or more as the fuel hedges settle.  This causes 2014 reported
results to appear worse and reported 2015 results better than if
the airline reported gains and losses on the hedges when they
settled.  United Continental had $577 million of cash posted as
collateral with its fuel hedge counterparties as of
Dec. 31, 2014.

"United Continental, like other U.S. airlines, is benefiting from
generally positive revenue conditions, since the largest four
airlines, which have a combined market share of more than 80%, are
adding capacity cautiously and focusing on raising load factors and
yield," said Standard & Poor's credit analyst Phil Baggaley.

S&P sees little evidence that the recent plunge in fuel prices is
causing airlines to add capacity or lower prices to attract more
passengers.  Although some of the savings on fuel may translate
into lower pricing in selected markets, such as international
routes for which capacity is growing in excess of traffic (for
example, routes to China), S&P believes that overall pricing should
remain relatively firm.

The rating outlook is positive.  United Continental Holdings Inc.
has demonstrated several quarters of consistently improving
operating results, and S&P believes that lower fuel prices this
year should boost earnings further.

S&P could raise the rating on the company if consistent improved
operating efficiency and earnings performance causes S&P to revise
its assessment of its competitive position to "satisfactory" from
"fair," which would raise its overall business risk profile to
"fair," and funds flow to debt rises to more than 20%.

S&P could revise the outlook to stable if weaker-than-expected
revenues or materially more aggressive shareholder rewards lead S&P
to conclude that funds flow to debt is likely to remain below 20%
over the next year.



UNIVERSITY GENERAL: In Chapter 11 After Merger Talks Failed
-----------------------------------------------------------
Houston-based University General Health System, Inc., sought
bankruptcy protection after efforts to find a merger partner failed
and just two months after shutting its hospital in Dallas.

"By commencing these chapter 11 cases, the Debtors seek to preserve
the estates by protecting their assets from enforcement actions of
their creditors, provide a platform for obtaining necessary
liquidity to restructure its business and return to profitability,
and maximize value for the estates and their stakeholders," Edward
T. Laborde, Jr., Director and the General Counsel and Secretary of
UGHS explained in a court filing.

The Debtors on the Petition Date filed motions to:

   -- use cash collateral to fund payroll;
   -- jointly administer their Chapter 11 cases;
   -- pay prepetition wages and employee benefits; and
   -- continue using their existing cash management system.

The Debtors' capital structure is as follows:

   -- UGHS Hospitals, Inc., University General Hospital, LP, and
University Hospital Systems LLP, along with certain non-Debtor
subsidiaries of UGHS, owe $14.7 million on a revolving loan
provided by MidCap Financial, LLC.  The loan is secured by the
assets of the borrowers.

  -- UGHS provided an unsecured guarantee of the loans issued by
First National Bank of Edinburg ("FNB") to Dufek Massif Hospital
Corporation in connection with the acquisition of the Company's
Dallas Hospital.  To finance the purchase, UGHS Dallas entered into
a loan agreement with FNB for a $28,500,000 credit facility (the
"PlainsCapital Facility"), secured by a number of assets of UGHS
Dallas and Dufek Massif, along with UGHS Dallas' stock in Dufek
Massif.  As of December 31, 2014, PNB asserted that $27.8 million
of principal amount plus interest remained outstanding under the
PlainsCapital Facility.

   -- The Debtors have various other unsecured debts, including
trade debt and outstanding payroll, sales, and franchise tax
liabilities.

   -- As of the Petition Date, there were 405,029,678 shares of
outstanding common stock in UGHS.  In addition, UGHS had issued
3,000 shares ($0.001 par value), of Series B preferred stock and
had 3,000 shares outstanding.  UGHS had issued 7,616 ($0.001 par
value), of Series C convertible preferred stock and had 3,044
shares outstanding.  UGHS's stock is traded on the OTC Markets
Group (OTC BB).

                  Events Leading to Ch. 11 Filing

In December 2012, UGHS acquired South Hampton Community Hospital in
Dallas for $30 million consisting of a $1.5 million down payment
and a $28.5 million loan from First National Bank of Edinburg
("FNB"). The Dallas hospital, however, sustained operating losses
averaging more than $1 million per month after the acquisition.

According to Mr. Laborde, as losses mounted from the Dallas
hospital, UGHS' financial conditions significantly worsened in
2014.  Mike Griffin, then the chief financial officer of the
Company, and exercising complete control over the Company's
finances, began to manage liquidity by delaying payments to
creditors and payments owed to the IRS and other taxing authorities
for payroll taxes, franchise taxes, and sales taxes.  As a result,
most creditors demanded cash on delivery for critical goods and
services and "catch-up payments," further limiting the Company's
liquidity.  Over the course of 2014 and 2015, total trade debt rose
to over $20 million, and unpaid payroll taxes (including estimated
penalties and interest) totaled over $12 million.  By this time,
the Company had determined that its financial and operational
assumptions presented and acted upon by Mike Griffin were
incorrect.  To address this dire situation, the Company disposed of
non-performing HOPDs in both Houston and Dallas.  In addition, the
Company undertook several measures in 2014: (1) the sale of its
non-core senior living business, (2) the appointment of a new
interim chief financial officer, Kris Trent, to oversee the
financial function and manage liquidity for the Company, and (3)
disposition and ultimate closure of the Dallas hospital.

Management's focus on the core assets connected to the Houston
hospital operations led to record level services in December 2014.

-- 2014 Sale of Senior Living

The Company determined to dispose of assets that were not core to
its hospital business.  In May 2014, the Company engaged Dougherty
& Company of Minneapolis to conduct a sale process of the Company's
senior living business (i.e., UGHS Senior Living, Inc. and its
subsidiaries).  Following conclusion of the sale process, UGHS
selected the transaction proposal submitted by Cornerstone
Healthcare Group Holding, Inc. and, on Dec. 14, 2014, executed an
asset purchase agreement with Cornerstone.  Under the asset
purchase agreement, Cornerstone agreed to acquire the Company's
senior living business for a purchase price of $30.0 million,
including $16.5 million of assumed liabilities.  The closing is
subject to certain closing conditions, including the approval of
the U.S. Housing and Urban Development Department (which was
received on Feb. 25, 2015), which guarantees certain mortgages
securing the indebtedness of UGHS Senior Living, Inc., and its
subsidiaries.

This transaction, which is expected to close in the near future,
will both eliminate $30.0 million of debt at the UGHS level as well
as a pledge of UGHS's interest in two profitable non-debtor owned
ambulatory surgical centers in located in Houston.  

-- Kris Trent Appointed Interim CFO

In July 2014, Kris Trent was appointed Interim Chief Financing
Officer of UGHS.  In December 2014, Ms. Trent was appointed as
Chief Financial Officer of UGHS.  Mike Griffin, the Company former
CFO, transferred to operate the Dallas hospital.

-- Sale and Ultimate Closing of the Dallas Hospital

Facing mounting losses, in June 2014, the Company determined that
the Dallas hospital needed a stronger financial and operational
partner in order to continue operations.  The Company conducted
multiple discussions with a number of parties but were unable to
find a buyer.  In light of the severe liquidity drain on the
Company's other business units including University General, the
Company closed the Dallas hospital in December 2014.

Prior to the closure, Mike Griffin resigned on Nov. 14, 2014.

As the Company was shutting down the Dallas hospital, collections
from accounts receivable fell by more than 50% in December 2014.
This was due, in large part, to the lack of a smooth transition and
oversight of the Company's billing company, Autimis, following the
departure in October 2014 of Mike Griffin's sons -- Brandon
Griffin, Ryan Griffin and Jordan Griffin -- who managed Autimis.
Exacerbating this drop in collections, University General
Hospital's December occupancy was at a record levels, further
straining the Company's scarce liquidity.

With the assistance of its restructuring professionals and others,
the Company diagnosed the billing issues and began to resume
collection activity.  However, due to the lag in collections, catch
up collections were not received until January and February. The
Company's senior management was continuously engaged in calls with
MidCap to fund operations as MidCap's collateral eroded.  As a
condition to funding the Company's critical liquidity needs,
including the final payroll and payroll taxes for the terminated
Dallas employees due on Dec. 22, 2014, MidCap required that Hassan
Chahadeh, Edward T. Laborde, Jr., and Ms. Trent sign personal
guaranties that the Company would only pay items approved by
MidCap and barred the Company from paying the fees of restructuring
professionals.  Due to the lack of cash, UGHS's senior officers
frequently paid for medical supplies and other key services to
operate the hospital out of their own personal resources.

-- Failed Pursuit of Merger

Unable to hire restructuring advisors, in January 2015, the Company
pursued multiple combination transactions with other health care
systems.  Ultimately, these transactions never materialized.

-- Creditor Enforcement Actions

With scarce liquidity, mounting trade payables, and MidCap's
unwillingness to allow the Company to pay restructuring
professionals to prepare the Company to file for Chapter 11
protection, a number of creditors began to enforce their rights
against the Company.  On Jan. 28, 2015, PNC obtained an order
placing the Dallas hospital into receivership.  On Feb. 5, 2015,
personnel from the Harris Count sheriff's department, arriving in
seven police cars and a moving van, entered the Houston hospital to
execute judgments on behalf of four judgment creditors. The sheriff
seized stock certificates but did not remove any equipment after
the Company presented the sheriff with evidence of MidCap's
security interest in equipment.  That same day, the Company's
account with Chase Bank containing approximately $300,000 was
garnished.  In February, 2015, two applications for the appointment
of a state court receiver were filed by two different creditors.

On Feb. 19, 2015, the Company received notice of a pending
termination of its lease of the Houston hospital.

On Feb. 20, 2015, MidCap removed the prohibition under the
forbearance agreements on paying for restructuring professionals
under certain limitations.

On Feb. 27, 2015 the chapter 11 cases were commenced.

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

   http://bankrupt.com/misc/Univ_Gen_1st_Day_Affidavit.pdf

                      About University General

University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services.  UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers, physical
therapy centers, and senior living centers.

UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.

UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015.  The case is assigned to Judge Letitia Z. Paul.

The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel.  Upshot Services, LLC, is the claims
and noticing agent.

According to the docket, the appointment of a health care ombudsman
is due by March 30, 2015.


WBH ENERGY: Castlelake Wants Stay Relief on LLC and LP's Assets
---------------------------------------------------------------
CL III Funding Holding, LLC ("Castlelake") asks the Bankruptcy
Court for relief from the automatic stay to allow it to foreclose
on its collateral owned by WBH Energy Partners, LLC, and WBH Energy
LP; and exercise its rights under the loan agreements and
collateral documents.

Castlelake contends that (i) Debtors LLC and LP cannot provide
Castlelake with adequate protection to support the continued
imposition of the automatic stay; (ii) Debtors LLC and LP do not
have any equity in the collateral; and (iii) given Debtors LLC and
LP's lack of equity in the collateral and current financial and
operational status, the collateral is not necessary for an
effective reorganization.

Castlelake also holds valid, perfected liens and security interests
in all of Debtors LLC and LP's assets.  Castlelake's liens and
security interests secure over $30 million of unpaid loan debt --
an amount far in excess of the collateral value.

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock,
vice president.

WBH Energy, LP, disclosed assets of $557,045 plus an unknown amount
and liabilities of $48,950,652.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

The U.S. Trustee for Region 7 appointed seven creditors to serve
on the official committee of unsecured creditors.



WET SEAL: To Be Delisted From Nasdaq Effective March 9
------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common shares of The Wet Seal, Inc., effective at the
opening of the trading session on March 9, 2015. Based on review of
information provided by the Company, Nasdaq Staff determined that
the Company no longer qualified for listing on the Exchange
pursuant to Listing Rules 5101, 5110(b), and IM-5101-1.  The
Company was notified of the Staffs determination on January 16,
2015. The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on January 27, 2015.

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC, filed separate
Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.

FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the DIP lender and plan sponsor, is represented by Van C.
Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

The United States Trustee for Region 3 has appointed five entities
to the Official Committee of Unsecured Creditors in Wet Seal's
case.


WINLAND OCEAN SHIPPING: Meeting of Creditors Set for April 14
-------------------------------------------------------------
The meeting of creditors of Winland Ocean Shipping Corp. is set to
be held on April 14, at 10:00 a.m., according to a filing with the
U.S. Bankruptcy Court for the Southern District of Texas.

The meeting will be held at Suite 3401, 515 Rusk Avenue, in
Houston, Texas.

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

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

                   About Winland Ocean Shipping

Winland Ocean Shipping Corp. is mainly engaged in ocean
transportation of dry bulk cargoes worldwide through the ownership
and operation of dry bulk vessels and chartering brokerage
services. The company operates in the People's Republic of China,
Japan, Korea, the Russian Federation, and southern and eastern
Asia. Winland Ocean Shipping is based in Sheung Wan, Hong Kong.

Winland Ocean Shipping Corporation and its five affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 15-60007) on Feb. 12, 2015.   The petitions were
signed by Robert E. Ogle, chief restructuring officer.

The cases are assigned to Judge David R Jones.

The Debtors are represented by Matthew Scott Okin, Esq., George Y.
Nino, Esq., and Ruth E. Piller, Esq., at Okin & Adams LLP, in
Houston, Texas.



[*] Arnstein & Lehr Welcomes Edmund Whitson for Tampa Office
------------------------------------------------------------
Edmund S. Whitson III is joining the Tampa office of Arnstein &
Lehr as a partner in its Litigation Practice Group, the firm said
in a Feb. 12 press release.

Mr. Whitson brings significant experience working with companies on
complex matters in several industries, including banking, real
estate, health care and consumer finance. He also represents
clients in a range of landlord/tenant issues. Much of his work has
focused on corporate litigation, including a high-profile 2014 case
related to the disposition of the Channelside Bay Plaza property in
Tampa.

Mr. Whitson's broad experience in replevin/garnishment, judgment
recovery, creditor rights, landlord-tenant matters, commercial
lending, mergers, and real estate lending and development will help
expand the capabilities of Arnstein & Lehr's Tampa office. Arnstein
& Lehr is already one of the Tampa Bay area's leading law firms in
commercial real estate and banking work.

"Ed's experience and approach make for an excellent fit with our
firm,” said Ronald B. Cohn, Managing Partner of Arnstein & Lehr's
Tampa office. "At Arnstein, we are ready to help companies at any
time with litigation matters, but we also work to avoid litigation
when that's the smartest route, part of our ongoing role as a
trusted advisor and consultant for our clients."

Mr. Whitson has also counseled clients in the negotiation of
contracts and the preparation of legal opinions in connection with
federal New Markets Tax Credit transactions and Transportation
Infrastructure Finance and Innovation Act financings.

He has served as administrative hearing officer for Hillsborough
County, is rated AV Preeminent by Martindale-Hubbell and was named
to Florida Trend Legal Elite. He also holds the following
professional affiliations: American Bar Association Business Law
Section, Southern District Bankruptcy Bar Association, Tampa Bay
Bankruptcy Bar Association, and the American Bankruptcy Institute.

Mr. Whitson received his J.D. with honors from the University of
Florida, and a B.S. in Finance from the University of Virginia's
McIntire School of Commerce.

Mr. Whitson may be reached at:

         Edmund S. Whitson III, Esq.
         ARNSTEIN & LEHR
         Two Harbour Place
         302 Knights Run Ave.
         Suite 1100
         Tampa, FL 33602
         Tel: (813) 574-5060
         Fax: (813) 574-5154
         E-mail: eswhitson@arnstein.com

                       About Arnstein & Lehr

Arnstein & Lehr LLP, with offices in Illinois and Florida, is one
of the country's oldest and most respected law firms. Since its
founding in 1893, the firm has served clients of all sizes
throughout the U.S. and abroad. It is a full-service firm with
attorneys practicing in five main practice areas – business,
litigation, local government, tax and estate planning services and
real estate. Clients include governmental bodies, health care
entities, financial institutions, trade associations, individuals
and a broad range of businesses in the retail, industrial,
manufacturing, distribution, technology and services sectors. For
more information visit: www.arnstein.com.


[*] Dentons Boosts Banking Services Sector with Jeffrey Dunetz
--------------------------------------------------------------
Continuing the momentum of recent prominent partner hires in the
banking and finance sector, Dentons announced on Feb. 13 that
Jeffrey Dunetz joined the Firm's Corporate practice in New York,
bolstering the Firm's capabilities in representing financial
institutions in commercial lending and cross-border debt
financings.

With more than $80 billion in closed transactions in his career,
Dunetz focuses his practice on complex finance transactions,
including cash flow, asset-based and structured debt financings, as
well as intercreditor matters involving both senior and
subordinated capital. He has substantial experience in cross-border
transactions, particularly in Europe, Latin America and Asia, and
regularly represents financial institutions and corporations in
secured and unsecured financings, mezzanine investments and
leveraged buy-out financings. In addition, Dunetz has significant
experience in the food and agriculture sector, having closed
numerous financings for many of the world's largest food and
agricultural producers.

"Our clients will benefit tremendously from the lending and debt
financing skills that Jeff brings as a key addition to our Banking
and Financial Services sector," said Dentons' US Managing Partner
Mike McNamara. "We're delighted to welcome Jeff to the Firm. He is
the perfect strategic complement to the services we can provide our
sophisticated finance clients."

In recent weeks the Firm's Banking and Financial Services sector
team also saw the additions of partners Lloyd Winans, whose
international banking practice involves cross-border credit deals,
and Giorgio Bovenzi, who handles multi-jurisdictional credit and
regulatory risk management for global banks.

Dunetz earned both his JD and BS from Cornell University

Mr. Dunetz may be reached at:

         Jeffrey L. Dunetz, Esq.
         DENTONS US LLP
         1221 Avenue of the Americas
         New York, NY 10020-1089
         Tel: (212) 768-6914
         E-mail: jeffrey.dunetz@dentons.com

                            About Dentons

Dentons is a global law firm driven to provide clients a
competitive edge in an increasingly complex and interconnected
world. A top 20 firm on the Acritas 2014 Global Elite Brand Index,
Dentons is committed to challenging the status quo in delivering
consistent and uncompromising quality in new and inventive ways.
Dentons was formed by the combination of international law firm
Salans LLP, Canadian law firm Fraser Milner Casgrain LLP (FMC) and
international law firm SNR Denton. Dentons' clients now benefit
from approximately 2,600 lawyers and professionals in more than 75
locations spanning 50-plus countries across Africa, Asia Pacific,
Canada, Central Asia, Europe, the Middle East, Russia, CIS and the
Caucasus, the UK, and the US. The Firm serves the local, regional
and global needs of a broad spectrum of clients, including private
and public corporations; governments and government agencies; small
businesses and start-ups; entrepreneurs; and individuals.


[*] Paul Labov Joins Fox Rothschild Restructuring Practice
----------------------------------------------------------
Fox Rothschild LLP on Feb. 9 welcomed respected financial
restructuring and bankruptcy partner Paul J. Labov to its New York
office.

Labov represents a variety of stakeholders in chapter 11 bankruptcy
proceedings, out of court restructurings and liquidations,
including hedge funds, insurance companies, commercial banking
institutions and trade creditors.  In addition to transactional
work -- such as negotiating debtor-in-possession financing, claims
trading and the purchase and sale of assets, Labov first chairs
adversary proceedings and other litigation involving financial
instruments in bankruptcy.

"We are excited to welcome Paul to our New York team," said Yann
Geron, a New York partner who serves as co-chair of the firm's
Financial Restructuring and Bankruptcy Practice. "His vast
experience representing banking institutions, private equity and
hedge funds and bondholders will be a valuable asset to our clients
in New York and across the country."

"We have welcomed several well-known partners to our national
Financial Restructuring Practice recently," said Brett A. Axelrod,
who also serves as co-chair of Fox's Financial Restructuring &
Bankruptcy Department. "Paul joins Mette Kurth, who works in our
Los Angeles office, and Jeffrey Cohen of our Denver office, to
become a member of what Law360 ranked among 'The 100 Law Firms With
the Most Bankruptcy Partners.'"

Labov often counsels Fortune 100 companies in a variety of
bankruptcy-related matters and represents Chapter 11 trustees,
indenture trustees, lending institutions and debtors in all aspects
of corporate debtors' estates. He also represents state agencies in
connection with Chapter 9 proceedings.

A sampling of Labov's representative matters include:

* Represented a supplier of goods subject to product liability
claims in excess of $150 million, which asserted contribution and
indemnity claims against a Chapter 11 debtor-manufacturer,
resulting in substantial reduction of liability to supplier.

* Represented a private equity fund in a matter involving the
purchase of distressed debt in out-of-court workout and bankruptcy
court proceedings.

* Assisted in litigation involving claims of fraud against several
corporate entities by insiders, resulting in a settlement of more
than $9 million.

Labov is involved with multiple legal organizations including the
New York State Bar Association and the American Bankruptcy
Institute.

He received his J.D. from Seton Hall University and his B.A. from
George Washington University.

Prior to joining Fox Rothschild, Labov was a partner at Edwards
Wildman Palmer LLP.

Mr. Labov may be reached at:

         Paul J. Labov, Esq.
         FOX ROTHSCHILD LLP
         100 Park Avenue
         Suite 1500
         New York, NY  10017
         Tel: (212) 878-7980
         E-mail: plabov@foxrothschild.com


[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
                                                 Total
                                                Share-      Total
                                    Total     Holders'    Working
                                   Assets       Equity    Capital
  Company         Ticker             ($MM)        ($MM)      ($MM)
  -------         ------           ------     --------    -------
ABSOLUTE SOFTWRE  ALSWF US          138.6        (11.0)      (2.4)
ABSOLUTE SOFTWRE  OU1 GR            138.6        (11.0)      (2.4)
ABSOLUTE SOFTWRE  ABT CN            138.6        (11.0)      (2.4)
ACCRETIVE HEALTH  6HL GR            510.0        (85.6)     (17.7)
ACCRETIVE HEALTH  ACHI US           510.0        (85.6)     (17.7)
ADVANCED EMISSIO  OXQ1 GR           106.4        (46.1)     (15.3)
ADVANCED EMISSIO  ADES US           106.4        (46.1)     (15.3)
ADVENT SOFTWARE   ADVS US           434.9        (64.8)    (122.0)
ADVENT SOFTWARE   AXQ GR            434.9        (64.8)    (122.0)
AGILE THERAPEUTI  0AL GR             60.9         42.4       39.8
AGILE THERAPEUTI  AGRX US            60.9         42.4       39.8
AIR CANADA        ACEUR EU       10,648.0     (1,133.0)     (59.0)
AIR CANADA        ADH2 TH        10,648.0     (1,133.0)     (59.0)
AIR CANADA        ADH2 GR        10,648.0     (1,133.0)     (59.0)
AIR CANADA        AC CN          10,648.0     (1,133.0)     (59.0)
AIR CANADA        ACDVF US       10,648.0     (1,133.0)     (59.0)
AK STEEL HLDG     AKS US          4,858.5        (77.0)     900.5
AK STEEL HLDG     AK2 TH          4,858.5        (77.0)     900.5
AK STEEL HLDG     AK2 GR          4,858.5        (77.0)     900.5
AK STEEL HLDG     AKS* MM         4,858.5        (77.0)     900.5
ALLIANCE HEALTHC  AIQ US            473.5       (127.3)      62.8
AMC NETWORKS-A    9AC GR          3,663.3       (388.0)     659.4
AMC NETWORKS-A    AMCX US         3,663.3       (388.0)     659.4
AMC NETWORKS-A    AMCX* MM        3,663.3       (388.0)     659.4
AMER RESTAUR-LP   ICTPU US           33.5         (4.0)      (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7        (42.4)     263.0
ANGIE'S LIST INC  ANGI US           154.5        (22.2)     (13.3)
ANGIE'S LIST INC  8AL TH            154.5        (22.2)     (13.3)
ANGIE'S LIST INC  8AL GR            154.5        (22.2)     (13.3)
ARRAY BIOPHARMA   ARRY US           163.6        (13.9)      82.8
ARRAY BIOPHARMA   AR2 GR            163.6        (13.9)      82.8
ARRAY BIOPHARMA   AR2 TH            163.6        (13.9)      82.8
AUTOZONE INC      AZ5 TH          7,717.1     (1,662.8)  (1,383.4)
AUTOZONE INC      AZ5 QT          7,717.1     (1,662.8)  (1,383.4)
AUTOZONE INC      AZO US          7,717.1     (1,662.8)  (1,383.4)
AUTOZONE INC      AZ5 GR          7,717.1     (1,662.8)  (1,383.4)
AUTOZONE INC      AZOEUR EU       7,717.1     (1,662.8)  (1,383.4)
AVALANCHE BIOTEC  AAVL US           167.2        155.7      161.9
AVALANCHE BIOTEC  AVU GR            167.2        155.7      161.9
AVID TECHNOLOGY   AVID US           197.2       (341.2)    (173.2)
AXIM BIOTECHNOLO  AXIM US             1.1         (0.2)      (0.2)
BENEFITFOCUS INC  BNFT US           140.0        (42.8)      25.0
BENEFITFOCUS INC  BTF GR            140.0        (42.8)      25.0
BERRY PLASTICS G  BERY US         5,176.0        (93.0)     660.0
BERRY PLASTICS G  BP0 GR          5,176.0        (93.0)     660.0
BRP INC/CA-SUB V  DOO CN          2,115.5         (9.5)     184.7
BRP INC/CA-SUB V  BRPIF US        2,115.5         (9.5)     184.7
BRP INC/CA-SUB V  B15A GR         2,115.5         (9.5)     184.7
BURLINGTON STORE  BUI GR          2,796.9       (167.9)      77.6
BURLINGTON STORE  BURL US         2,796.9       (167.9)      77.6
CABLEVISION SY-A  CVY GR          6,765.2     (5,032.0)     180.5
CABLEVISION SY-A  CVC US          6,765.2     (5,032.0)     180.5
CABLEVISION-W/I   CVC-W US        6,765.2     (5,032.0)     180.5
CABLEVISION-W/I   8441293Q US     6,765.2     (5,032.0)     180.5
CADIZ INC         CDZI US            56.0        (49.7)       3.0
CADIZ INC         2ZC GR             56.0        (49.7)       3.0
CAESARS ENTERTAI  CZR US         24,491.5     (3,714.4)   1,363.3
CAESARS ENTERTAI  C08 GR         24,491.5     (3,714.4)   1,363.3
CASELLA WASTE     CWST US           661.8         (6.7)      (0.5)
CASELLA WASTE     WA3 GR            661.8         (6.7)      (0.5)
CENTENNIAL COMM   CYCL US         1,480.9       (925.9)     (52.1)
CHOICE HOTELS     CZH GR            647.3       (428.8)     151.3
CHOICE HOTELS     CHH US            647.3       (428.8)     151.3
CIENA CORP        CIEN US         2,072.6        (69.6)     912.1
CIENA CORP        CIEN TE         2,072.6        (69.6)     912.1
CIENA CORP        CIE1 GR         2,072.6        (69.6)     912.1
CIENA CORP        CIE1 TH         2,072.6        (69.6)     912.1
CIENA CORP        CIE1 QT         2,072.6        (69.6)     912.1
CINCINNATI BELL   CBB US          1,952.6       (584.4)      50.1
CLEAR CHANNEL-A   CCO US          6,362.4       (140.9)     362.1
CLEAR CHANNEL-A   C7C GR          6,362.4       (140.9)     362.1
CLIFFS NATURAL R  CVA GR          3,199.2     (1,699.1)     489.2
CLIFFS NATURAL R  CLF* MM         3,199.2     (1,699.1)     489.2
CLIFFS NATURAL R  CVA TH          3,199.2     (1,699.1)     489.2
CLIFFS NATURAL R  CLF US          3,199.2     (1,699.1)     489.2
CLOUD SECURITY C  3CS GR              0.0         (0.2)      (0.2)
COMVERSE INC      CNSI US           649.6         (2.8)       4.3
COMVERSE INC      CM1 GR            649.6         (2.8)       4.3
CONNECTURE INC    2U7 GR             85.8        (67.7)     (55.8)
CONNECTURE INC    CNXR US            85.8        (67.7)     (55.8)
CORCEPT THERA     CORT US            37.2         (1.3)      19.9
CORINDUS VASCULA  CVRS US             0.0         (0.0)      (0.0)
DIPLOMAT PHARMAC  7DP GR            322.7          6.6      (39.9)
DIPLOMAT PHARMAC  DPLO US           322.7          6.6      (39.9)
DIPLOMAT PHARMAC  7DP TH            322.7          6.6      (39.9)
DIRECTV           DTV US         25,459.0     (4,828.0)   1,860.0
DIRECTV           DTVEUR EU      25,459.0     (4,828.0)   1,860.0
DIRECTV           DIG1 GR        25,459.0     (4,828.0)   1,860.0
DIRECTV           DTV CI         25,459.0     (4,828.0)   1,860.0
DOMINO'S PIZZA    EZV GR            619.3     (1,219.5)     162.8
DOMINO'S PIZZA    EZV TH            619.3     (1,219.5)     162.8
DOMINO'S PIZZA    DPZ US            619.3     (1,219.5)     162.8
DUN & BRADSTREET  DB5 GR          1,789.2     (1,083.4)      (0.3)
DUN & BRADSTREET  DNB US          1,789.2     (1,083.4)      (0.3)
DURATA THERAPEUT  DRTX US            82.1        (16.1)      11.7
DURATA THERAPEUT  DTA GR             82.1        (16.1)      11.7
DURATA THERAPEUT  DRTXEUR EU         82.1        (16.1)      11.7
EDGEN GROUP INC   EDG US            883.8         (0.8)     409.2
EMPIRE RESORTS I  NYNY US            42.4        (14.3)      (9.9)
EMPIRE RESORTS I  LHC1 GR            42.4        (14.3)      (9.9)
ENTELLUS MEDICAL  ENTL US            14.0         (8.0)       4.8
ENTELLUS MEDICAL  29E GR             14.0         (8.0)       4.8
EOS PETRO INC     EOPT US             1.3        (28.4)     (29.5)
EXTENDICARE INC   EXETF US        1,885.0         (7.2)      77.0
EXTENDICARE INC   EXE CN          1,885.0         (7.2)      77.0
FAIRPOINT COMMUN  FRP US          1,488.5       (395.7)       9.4
FAIRPOINT COMMUN  FONN GR         1,488.5       (395.7)       9.4
FAIRWAY GROUP HO  FGWA GR           372.2        (16.5)      17.9
FAIRWAY GROUP HO  FWM US            372.2        (16.5)      17.9
FERRELLGAS-LP     FEG GR          1,680.4       (138.8)     (37.1)
FERRELLGAS-LP     FGP US          1,680.4       (138.8)     (37.1)
FMSA HOLDINGS IN  FMSAEUR EU      1,447.5        (21.7)     271.3
FMSA HOLDINGS IN  FM1 GR          1,447.5        (21.7)     271.3
FMSA HOLDINGS IN  FMSA US         1,447.5        (21.7)     271.3
FREESCALE SEMICO  FSL US          3,275.0     (3,581.0)   1,324.0
FREESCALE SEMICO  1FS TH          3,275.0     (3,581.0)   1,324.0
FREESCALE SEMICO  1FS GR          3,275.0     (3,581.0)   1,324.0
FRESHPET INC      FRPT US            75.3        (43.5)       0.4
FRESHPET INC      7FP GR             75.3        (43.5)       0.4
FRESHPET INC      FRPTEUR EU         75.3        (43.5)       0.4
GAMING AND LEISU  GLPI US         2,595.4        (77.9)     (44.2)
GAMING AND LEISU  2GL GR          2,595.4        (77.9)     (44.2)
GARDA WRLD -CL A  GW CN           1,356.8       (243.8)      57.4
GENCORP INC       GY US           1,921.6       (170.9)      99.2
GENCORP INC       GCY GR          1,921.6       (170.9)      99.2
GENCORP INC       GCY TH          1,921.6       (170.9)      99.2
GENTIVA HEALTH    GTIV US         1,225.2       (285.2)     130.0
GENTIVA HEALTH    GHT GR          1,225.2       (285.2)     130.0
GLG PARTNERS INC  GLG US            400.0       (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US          400.0       (285.6)     156.9
GOLD RESERVE INC  GDRZF US           28.0        (10.5)       4.9
GOLD RESERVE INC  GRZ CN             28.0        (10.5)       4.9
GOLD RESERVE INC  GOD GR             28.0        (10.5)       4.9
GRAHAM PACKAGING  GRM US          2,947.5       (520.8)     298.5
GYMBOREE CORP/TH  GYMB US         1,284.0       (321.3)      39.5
HCA HOLDINGS INC  2BH GR         31,199.0     (6,498.0)   3,450.0
HCA HOLDINGS INC  2BH TH         31,199.0     (6,498.0)   3,450.0
HCA HOLDINGS INC  HCA US         31,199.0     (6,498.0)   3,450.0
HD SUPPLY HOLDIN  5HD GR          6,523.0       (657.0)   1,396.0
HD SUPPLY HOLDIN  HDS US          6,523.0       (657.0)   1,396.0
HERBALIFE LTD     HLF US          2,374.9       (334.4)     518.6
HERBALIFE LTD     HOO GR          2,374.9       (334.4)     518.6
HERBALIFE LTD     HLFEUR EU       2,374.9       (334.4)     518.6
HOVNANIAN ENT-A   HOV US          2,289.9       (117.8)   1,403.7
HOVNANIAN ENT-A   HO3 GR          2,289.9       (117.8)   1,403.7
HOVNANIAN ENT-B   HOVVB US        2,289.9       (117.8)   1,403.7
HOVNANIAN-A-WI    HOV-W US        2,289.9       (117.8)   1,403.7
HUGHES TELEMATIC  HUTCU US          110.2       (101.6)    (113.8)
IHEARTMEDIA INC   IHRT US        14,306.0     (9,506.2)   1,003.2
INCYTE CORP       INCY US           830.1        (81.6)     477.7
INCYTE CORP       ICY TH            830.1        (81.6)     477.7
INCYTE CORP       ICY GR            830.1        (81.6)     477.7
INFOR US INC      LWSN US         6,778.1       (460.0)    (305.9)
INOVALON HOLDI-A  INOV US           317.3        (23.4)     156.4
INOVALON HOLDI-A  IOV GR            317.3        (23.4)     156.4
IPCS INC          IPCS US           559.2        (33.0)      72.1
ISTA PHARMACEUTI  ISTA US           124.7        (64.8)       2.2
JUST ENERGY GROU  JE US           1,205.7       (539.0)    (119.7)
JUST ENERGY GROU  JE CN           1,205.7       (539.0)    (119.7)
JUST ENERGY GROU  1JE GR          1,205.7       (539.0)    (119.7)
L BRANDS INC      LTD TH          7,149.0       (433.0)   1,050.0
L BRANDS INC      LBEUR EU        7,149.0       (433.0)   1,050.0
L BRANDS INC      LTD GR          7,149.0       (433.0)   1,050.0
L BRANDS INC      LB US           7,149.0       (433.0)   1,050.0
LEAP WIRELESS     LEAP US         4,662.9       (125.1)     346.9
LEAP WIRELESS     LWI GR          4,662.9       (125.1)     346.9
LEAP WIRELESS     LWI TH          4,662.9       (125.1)     346.9
LEE ENTERPRISES   LEE US            809.3       (167.5)     (12.4)
LORILLARD INC     LO US           3,508.0     (2,182.0)   1,051.0
LORILLARD INC     LLV TH          3,508.0     (2,182.0)   1,051.0
LORILLARD INC     LLV GR          3,508.0     (2,182.0)   1,051.0
MANNKIND CORP     NNF1 GR           394.4        (73.8)    (202.2)
MANNKIND CORP     NNF1 TH           394.4        (73.8)    (202.2)
MANNKIND CORP     MNKD US           394.4        (73.8)    (202.2)
MARRIOTT INTL-A   MAR US          6,865.0     (2,200.0)  (1,139.0)
MARRIOTT INTL-A   MAQ GR          6,865.0     (2,200.0)  (1,139.0)
MARRIOTT INTL-A   MAQ TH          6,865.0     (2,200.0)  (1,139.0)
MDC COMM-W/I      MDZ/W CN        1,648.9       (153.6)    (269.3)
MDC PARTNERS-A    MDZ/A CN        1,648.9       (153.6)    (269.3)
MDC PARTNERS-A    MDCA US         1,648.9       (153.6)    (269.3)
MDC PARTNERS-A    MD7A GR         1,648.9       (153.6)    (269.3)
MDC PARTNERS-EXC  MDZ/N CN        1,648.9       (153.6)    (269.3)
MERITOR INC       MTOR US         2,346.0       (576.0)     268.0
MERITOR INC       AID1 GR         2,346.0       (576.0)     268.0
MERRIMACK PHARMA  MP6 GR            188.6        (99.9)      40.9
MERRIMACK PHARMA  MACK US           188.6        (99.9)      40.9
MICHAELS COS INC  MIM GR          2,030.0     (2,269.0)     409.0
MICHAELS COS INC  MIK US          2,030.0     (2,269.0)     409.0
MONEYGRAM INTERN  MGI US          4,642.2       (182.7)      21.4
MORGANS HOTEL GR  MHGC US           632.3       (221.3)      89.3
MORGANS HOTEL GR  M1U GR            632.3       (221.3)      89.3
MOXIAN CHINA INC  MOXC US             4.9         (1.2)      (4.0)
MPG OFFICE TRUST  1052394D US     1,280.0       (437.3)       -
NATIONAL CINEMED  NCMI US           993.6       (200.2)      51.8
NATIONAL CINEMED  XWM GR            993.6       (200.2)      51.8
NAVISTAR INTL     NAV US          7,443.0     (4,618.0)     782.0
NAVISTAR INTL     IHR TH          7,443.0     (4,618.0)     782.0
NAVISTAR INTL     IHR GR          7,443.0     (4,618.0)     782.0
NEFF CORP-CL A    NEFF US           612.1       (343.7)      (1.5)
NEW ENG RLTY-LP   NEN US            178.9        (25.9)       -
NORTHWEST BIO     NBYA GR            29.4        (31.2)     (41.7)
NORTHWEST BIO     NWBO US            29.4        (31.2)     (41.7)
OMEROS CORP       3O8 GR             25.3        (26.6)       9.0
OMEROS CORP       OMER US            25.3        (26.6)       9.0
OMTHERA PHARMACE  OMTH US            18.3         (8.5)     (12.0)
PALM INC          PALM US         1,007.2         (6.2)     141.7
PATRIOT NATIONAL  PN US             137.0        (38.7)     (25.7)
PBF LOGISTICS LP  PBFX US           360.0        (47.3)      15.6
PBF LOGISTICS LP  11P GR            360.0        (47.3)      15.6
PHILIP MORRIS IN  PMI SW         35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  4I1 TH         35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  PM1 TE         35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  PM1CHF EU      35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  4I1 QT         35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  4I1 GR         35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  PM1EUR EU      35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  PM FP          35,187.0    (11,203.0)     372.0
PHILIP MORRIS IN  PM US          35,187.0    (11,203.0)     372.0
PLAYBOY ENTERP-A  PLA/A US          165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US            165.8        (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         1,304.9        (73.5)     238.9
PLY GEM HOLDINGS  PG6 GR          1,304.9        (73.5)     238.9
PROTALEX INC      PRTX US             0.8        (10.3)      (0.0)
PROTECTION ONE    PONE US           562.9        (61.8)      (7.6)
PROTEON THERAPEU  PRTO US            24.2          9.6       19.3
QUALITY DISTRIBU  QDZ GR            427.8        (31.7)     115.0
QUALITY DISTRIBU  QLTY US           427.8        (31.7)     115.0
QUINTILES TRANSN  Q US            3,305.8       (704.0)     674.2
QUINTILES TRANSN  QTS GR          3,305.8       (704.0)     674.2
RAYONIER ADV      RYQ GR          1,304.7        (63.8)     188.6
RAYONIER ADV      RYAM US         1,304.7        (63.8)     188.6
REGAL ENTERTAI-A  RETA GR         2,553.5       (755.1)       6.5
REGAL ENTERTAI-A  RGC* MM         2,553.5       (755.1)       6.5
REGAL ENTERTAI-A  RGC US          2,553.5       (755.1)       6.5
RENAISSANCE LEA   RLRN US            57.0        (28.2)     (31.4)
RENTPATH INC      PRM US            208.0        (91.7)       3.6
RETROPHIN INC     RTRX US           145.9        (10.2)      (3.7)
RETROPHIN INC     17R GR            145.9        (10.2)      (3.7)
REVLON INC-A      RVL1 GR         1,912.6       (570.6)     300.9
REVLON INC-A      REV US          1,912.6       (570.6)     300.9
RITE AID CORP     RTA TH          7,186.0     (1,792.7)   1,895.3
RITE AID CORP     RTA GR          7,186.0     (1,792.7)   1,895.3
RITE AID CORP     RAD US          7,186.0     (1,792.7)   1,895.3
ROCKWELL MEDICAL  RWM TH             23.9         (5.5)       2.6
ROCKWELL MEDICAL  RMTI US            23.9         (5.5)       2.6
ROCKWELL MEDICAL  RWM GR             23.9         (5.5)       2.6
ROUNDY'S INC      RNDY US         1,089.7        (66.8)      71.8
ROUNDY'S INC      4R1 GR          1,089.7        (66.8)      71.8
RURAL/METRO CORP  RURL US           303.7        (92.1)      72.4
RYERSON HOLDING   7RY GR          2,006.2        (38.2)     749.5
RYERSON HOLDING   RYI US          2,006.2        (38.2)     749.5
SALLY BEAUTY HOL  SBH US          2,097.0       (255.6)     753.8
SALLY BEAUTY HOL  S7V GR          2,097.0       (255.6)     753.8
SBA COMM CORP-A   SBJ TH          7,841.1       (660.8)      (4.2)
SBA COMM CORP-A   SBJ GR          7,841.1       (660.8)      (4.2)
SBA COMM CORP-A   SBAC US         7,841.1       (660.8)      (4.2)
SECOND SIGHT MED  24P GR              9.6        (19.5)       4.4
SECOND SIGHT MED  EYES US             9.6        (19.5)       4.4
SEQUENOM INC      SQNM US           134.6        (51.9)      36.5
SEQUENOM INC      QNMA GR           134.6        (51.9)      36.5
SEQUENOM INC      QNMA TH           134.6        (51.9)      36.5
SILVER SPRING NE  9SI TH            548.2       (133.8)      78.4
SILVER SPRING NE  SSNI US           548.2       (133.8)      78.4
SILVER SPRING NE  9SI GR            548.2       (133.8)      78.4
SIRIUS XM CANADA  SIICF US          336.0        (91.2)    (159.5)
SIRIUS XM CANADA  XSR CN            336.0        (91.2)    (159.5)
SPORTSMAN'S WARE  06S GR            315.7        (35.0)      83.3
SPORTSMAN'S WARE  SPWH US           315.7        (35.0)      83.3
SUPERVALU INC     SVU US          5,078.0       (647.0)     277.0
SUPERVALU INC     SJ1 GR          5,078.0       (647.0)     277.0
SUPERVALU INC     SJ1 TH          5,078.0       (647.0)     277.0
THERAVANCE        HVE GR            521.7       (223.3)     282.4
THERAVANCE        THRX US           521.7       (223.3)     282.4
THRESHOLD PHARMA  NZW1 GR            76.7        (21.0)      49.1
THRESHOLD PHARMA  THLD US            76.7        (21.0)      49.1
TOWN SPORTS INTE  CLUB US           409.8       (118.1)      52.3
TRANSDIGM GROUP   TDG US          6,913.6     (1,464.7)   1,231.3
TRANSDIGM GROUP   T7D GR          6,913.6     (1,464.7)   1,231.3
TRINET GROUP INC  TNET US         1,393.3        (48.9)      17.3
TRINET GROUP INC  TNETEUR EU      1,393.3        (48.9)      17.3
TRINET GROUP INC  TN3 GR          1,393.3        (48.9)      17.3
TRINET GROUP INC  TN3 TH          1,393.3        (48.9)      17.3
UNILIFE CORP      4UL TH             86.4        (19.9)       2.4
UNILIFE CORP      4UL GR             86.4        (19.9)       2.4
UNILIFE CORP      UNIS US            86.4        (19.9)       2.4
UNISYS CORP       UIS1 SW         2,348.7     (1,452.4)     319.6
UNISYS CORP       USY1 GR         2,348.7     (1,452.4)     319.6
UNISYS CORP       USY1 TH         2,348.7     (1,452.4)     319.6
UNISYS CORP       UIS US          2,348.7     (1,452.4)     319.6
UNISYS CORP       UISEUR EU       2,348.7     (1,452.4)     319.6
UNISYS CORP       UISCHF EU       2,348.7     (1,452.4)     319.6
VECTOR GROUP LTD  VGR US          1,643.4         (7.9)     561.5
VECTOR GROUP LTD  VGR GR          1,643.4         (7.9)     561.5
VENOCO INC        VQ US             756.5       (100.0)    (762.9)
VERISIGN INC      VRS TH          2,154.9       (883.5)    (429.9)
VERISIGN INC      VRSN US         2,154.9       (883.5)    (429.9)
VERISIGN INC      VRS GR          2,154.9       (883.5)    (429.9)
VERIZON TELEMATI  HUTC US           110.2       (101.6)    (113.8)
VIRGIN AMERICA I  VA US             876.0       (313.0)      19.0
VIRGIN AMERICA I  2VA1 TH           876.0       (313.0)      19.0
VIRGIN AMERICA I  2VA1 GR           876.0       (313.0)      19.0
VIRGIN MOBILE-A   VM US             307.4       (244.2)    (138.3)
WEIGHT WATCHERS   WW6 TH          1,515.2     (1,385.5)      49.4
WEIGHT WATCHERS   WTWEUR EU       1,515.2     (1,385.5)      49.4
WEIGHT WATCHERS   WW6 GR          1,515.2     (1,385.5)      49.4
WEIGHT WATCHERS   WTW US          1,515.2     (1,385.5)      49.4
WEIGHT WATCHERS   WW6 QT          1,515.2     (1,385.5)      49.4
WEST CORP         WT2 GR          3,818.1       (659.6)     369.8
WEST CORP         WSTC US         3,818.1       (659.6)     369.8
WESTMORELAND COA  WME GR          1,578.5       (264.3)     101.2
WESTMORELAND COA  WLB US          1,578.5       (264.3)     101.2
WESTMORELAND RES  WMLP US           204.0        (14.2)     (57.7)
WESTMORELAND RES  2OR1 GR           204.0        (14.2)     (57.7)
WORKIVA INC       0WKA GR            82.6        (23.4)     (23.4)
WORKIVA INC       WK US              82.6        (23.4)     (23.4)
XERIUM TECHNOLOG  TXRN GR           611.2        (51.2)     102.1
XERIUM TECHNOLOG  XRM US            611.2        (51.2)     102.1
XOMA CORP         XOMA TH            70.9        (18.1)      28.5
XOMA CORP         XOMA GR            70.9        (18.1)      28.5
XOMA CORP         XOMA US            70.9        (18.1)      28.5
YRC WORLDWIDE IN  YEL1 GR         1,985.0       (474.3)     148.2
YRC WORLDWIDE IN  YEL1 TH         1,985.0       (474.3)     148.2
YRC WORLDWIDE IN  YRCW US         1,985.0       (474.3)     148.2


                            *********

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 ***