TCR_Public/150304.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 4, 2015, Vol. 19, No. 63

                            Headlines

7220 L.L.C.: Case Summary & 9 Largest Unsecured Creditors
ADELPHI ACADEMY: Court Approves Closing of Reorganization Case
ADELPHIA COMMUNICATIONS: $14-Mil. Tax Fight Taken to High Court
AMERICAN AIRLINES: Fitch Currently Assigns B+ Issuer Default Rating
AOXING PHARMACEUTICAL: Posts $601K Net Profit in Dec. 31 Quarter

ARALCO S.A.: Brazilian Firm Seeks U.S. Recognition of Plan
ARALCO S.A.: Seeks to Jointly Administer U.S. Cases
ARKANOVA ENERGY: Has Incurred Losses Since Inception
ATHERONOVA INC: Files Voluntary Chapter 11 Bankruptcy Petition
ATHERONOVA OPERATIONS: Case Summary & 20 Top Unsecured Creditors

ATLANTIC & PACIFIC: Off the Hook for Unpaid Rent, 2nd Circ. Says
AUBURN TRACE: Gets Court's Final Nod to Hire SFL as Counsel
BAXANO SURGICAL: Judge Sontchi Amends DIP Final Order
BAXANO SURGICAL: Wants Court to Set June 10 as Claims Bar Date
BAXANO SURGICAL: Wants to File Plan Until June 20

BINDER & BINDER: Okayed to Pay $318K Critical Vendors' Claim
BNC BUILDING: Case Summary & 10 Largest Unsecured Creditors
BOMBARDIER INC: Moody's Affirms 'B1' CFR, Outlook Negative
BR ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
BR ENTERPRISES: Files Bare-Bones Ch. 11 Petition

BT PRIME: Case Summary & 20 Largest Unsecured Creditors
BUFFALO PARK: Owners Defend Bid to Close Chapter 11 Case
BURCON NUTRASCIENCE: Uncertainties Cast Going Concern Doubt
CAL DIVE: Files for Ch. 11 with Plans to Sell Non-Core Assets
CHICAGO, IL: Moody's Cuts Rating on $3.4MM 2011A Certs to Ba1

CHINA BAK: Posts $17.4M Profit in Dec. 31 Quarter
CHINA GERUI: Receives Nasdaq Listing Non-Compliance Notice
CHRISTIAN RELIEF: S&P Affirms B Rating on IX-A 1995 Revenue Bonds
CIRCUIT CITY: Settles LCD Price-Fixing Dispute with AUO
CLARENCE GOMERY: Atty Suspended For Trying to Have Rival Killed

CONGREGATION BIRCHOS YOSEF: NY Synagogue Files Ch.11 After Default
CRAIG HOSPITAL AUTHORITY: Hospital Operator Files Chapter 9
CROSSFOOT ENERGY: Prosperity Bank Consents Cash Use Until June 15
CRYSTAL CATHEDRAL: Founder Asks High Court to Resurrect $5M Claim
CYGAM ENERGY: Explores Strategic Alternatives

DORAL BANK: FDIC Accepts BPPR's Bid for Mortgage Servicing Rights
DYCOM INDUSTRIES: Moody's Says Ba2 CFR Unaffected by ShareBuyback
E&E INVESTMENT: Case Summary & 8 Largest Unsecured Creditors
E*TRADE FINANCIAL: Moody's Ups Issuer & Sr. Debt Ratings to Ba2
E*TRADE FINANCIAL: S&P Raises Longterm Rating to 'BB-'

EMORAL INC: Coverage Row Stays in Bankruptcy Court
ESSEX OIL: Opts to Terminate Oil & Gas Operations
FIRSTPLUS FINANCIAL: Lucchese Fraudster Seeks Judge's Recusal
FOURTH QUARTER: Amends List of Top Unsecured Creditors
FOURTH QUARTER: UST Says Bid to Hire Stone & Baxter Needs More Info

FOX TROT: Wants to Stay in Ch. 11 & Sell Portion of Property
FREESCALE SEMICONDUCTOR: Fitch Puts 'B+' LT IDR on Negative Watch
FREESCALE SEMICONDUCTOR: Moody's Reviews Ratings for Upgrade
FREESCALE SEMICONDUCTOR: S&P Puts 'B' CCR on CreditWatch Positive
GACN INC: Lewis Brisbois Botched Deal in Worker Row

GASFRAC ENERGY: Signs Definitive Asset Purchase Agreement
GENUTEC BUSINESS: May File Exit Plan Until March 18
GEORGES MARCIANO: Guess Co-Founder Can Keep Dispute In Bankr. Court
GOODLUCK CORPORATION: Voluntary Chapter 11 Case Summary
GOODYEAR TIRE: Fitch Raises Issuer Default Ratings to 'BB-'

GRAFTECH INTERNATIONAL: Moody's Cuts CFR to Ba3, Outlook Negative
GREAT HEARTS: Fitch Affirms 'BB' Rating on $16.25MM Revenue Bonds
HEADWATERS INC: Moody's Affirms 'B2' Corp. Family Rating
HEADWATERS INC: S&P Assigns 'BB-' Rating on $425MM Sec. Term Loan
HEDWIN CORP: Settles Pension Claims for $7.5-Mil.

HICKORY HILL: Voluntary Chapter 11 Case Summary
HIRAL & ANIL: Voluntary Chapter 11 Case Summary
IMPLANT SCIENCES: Has Suffered Recurring Losses from Operations
INDEPENDENCE TAX IV: Posts $11.2-Mil. Net Income for Q4
INT'L ENVIRONMENTAL: Court Converts Case to Chapter 7 Liquidation

JIF ELECTRIC: Voluntary Chapter 11 Case Summary
KONINKLIJKE PHILIPS: Unit Challenges Bid to Audit Fibro Trust
LANDMARK ELECTRICAL: Case Summary & 20 Top Unsecured Creditors
LAS AMERICAS 74-75: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Paid $44 Million in Bonuses in 2014

LIFESTYLE LIFT: Shuts Down Most Businesses, Considers Bankruptcy
LIONS GATE: Moody's Assigns 'Ba3' Rating on New $250MM Term Loan
LIONS GATE: S&P Assigns 'BB-' Rating on New $250MM 2nd Lien Loan
LOUDOUN HEIGHTS: Hires Auction Markets as Auctioneer
MARCONI PARK: Case Summary & 8 Largest Unsecured Creditors

MATAGORDA ISLAND: Case Conversion Hearing Continued Until March 31
MAUDORE MINERALS: To Continue Debt Restructuring Under CCAA
MILK SPECIALTIES: S&P Affirms 'B-' CCR, Off Watch Negative
MISSISSIPPI PHOSPHATES: Hires Craig Geno as Counsel Over BP Claim
MISSISSIPPI PHOSPHATES: Taps Motley Rice as Special Counsel

MITEL NETWORKS: Moody's Says Bid for Mavenir is Credit Negative
MITEL NETWORKS: S&P Revises Outlook to Stable & Affirms 'B+' CCR
MOTORCAR PARTS: M&T Bank Says It Was Swindled in Ch. 7
MUNSTER SCHOOL: S&P Cuts Rating on 1st Lien Mortgage Bonds to BB
NATHAN'S FAMOUS: Moody's Assigns Caa1 CFR & Rates $125MM Notes Caa1

NEOGENIX ONCOLOGY: Law Firms Seek Exit From Malpractice Row
NEW ENGLAND COMPOUNDING: Outbreak Suits Centralized in Mass.
NW VALLEY: Hires Asset Insight as Real Estate Appraiser
NY MILITARY ACADEMY: Case Summary & 20 Top Unsecured Creditors
NYOS CHARTER: S&P Assigns 'BB+' Rating on $5MM Revenue Bonds

PACIFIC RUBIALES: Fitch Cuts LT Issuer Default Ratings to 'BB'
PARK MERIDIAN: Case Summary & 13 Largest Unsecured Creditors
PARK MERIDIAN: Plan and Disclosure Statement Due June 30
PARK MERIDIAN: Proposes Macey Wilensky as Attorneys
PEABODY ENERGY: Fitch Cuts IDR & Sr. Unsec. Notes Rating to 'B'

PEABODY ENERGY: Moody's Cuts CFR to 'B2', Outlook Negative
PEABODY ENERGY: Moody's Rates New $1BB 2nd Lien Notes 'B2'
PERMIAN HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
PERPETUAL ENERGY: S&P Raises Sr. Unsecured Debt Rating to 'B-'
PETTERS GROUP: GE Capital Can't Merge Suits Over $3.6B Ponzi Plot

POSEIDON CONCEPTS: Former Exec Settles SEC Row Over $100MM Fraud
PREMIER GOLF: Section 341 Meeting Scheduled for March 17
PRONERVE HOLDINGS: Section 341(a) Meeting Set for March 31
QUARRY L.L.C.: Case Summary & 5 Largest Unsecured Creditors
RADIOSHACK CORP: Cerberus Hits Committee's Examination Bid

RADIOSHACK CORP: Creditors Seek Interim DIP Order Reconsideration
RADIOSHACK CORP: OK'd for March Auction Led by Standard General
RADIOSHACK CORP: Wants to Hire Lazard as Investment Banker
RADNOR HOLDINGS: Founder Hits Skadden with Bid for Fraud Sanction
REGENT PARK: Gets Final Approval to Incur Postpetition Financing

REICHHOLD HOLDINGS: US Trustee to Form Retired Employees Panel
RICHARD SUPPLY: Voluntary Chapter 11 Case Summary
ROADMARK CORP: Committee Proposes Ivey McClellan as Counsel
ROCKIES EXPRESS: Moody's Alters Outlook to Pos. & Affirms Ba2 CFR
RSI HOME: Moody's Affirms B1 CFR & Rates New Notes B1

RSI HOME: S&P Affirms 'B+' CCR & Revises Outlook to Positive
SAMSON INVESTMENT: Moody's Cuts Corp. Family Rating to 'Caa3'
SARKIS INVESTMENTS: Keen-Summit Retained to Market Complex
SGK VENTURES: Firm Facing $70M Malpractice Suit by Trustee
SHAHARA KHAN: 2nd Circ. Affirms Bankr. Court Can Impose Sanctions

SL GREEN: Moody's Raises Subordinated Shelf Rating to (P)Ba1
SPIN HOLDCO: Moody's Affirms 'B3' CFR, Outlook Stable
STARDUST HOLDINGS: S&P Lowers Rating on 1st Lien Term Loan to 'B'
STATE FISH: Shareholder Wants Court to Dismiss or Name Trustee
SUN TS 40: Case Summary & Largest Unsecured Creditor

TAYLOR BEAN: 4th Circ. Boots Former Exec's 30-Year Sentence Appeal
TEXAS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
TRITON CONTAINER: S&P Affirms 'BB+' Corporate Credit Rating
UNIQUE BROADBAND: CCAA Court Extends Stay; Shareholders Meet May 4
UNIVERSAL COMPUTER: S&P Affirms 'BB+' CCR then Withdraws Rating

UNIVERSAL HEALTH: Ch. 11 Trustee Hires BVA Group as Consultant
UNIVERSITY GENERAL: Asks Court for Bridge Order on Payments
UNIVERSITY GENERAL: Seeks Joint Administration of Ch.11 Cases
VADNAIS HEIGHTS: S&P Withdraws 'D' Rating on Lease Revenue Bonds
WEST AIRPORT: Asks Court to Dismiss Case Following Default

YELLOWSTONE MOUNTAIN: 9th Circ. Says Approval of $22M Claim Stands
[*] Debevoise Lawyer is Newest New York Bankruptcy Judge
[*] IRS Won't Follow Tax Court Partnership Bankruptcy Rulings
[*] The Deal Announces Out-Of-Court Restructuring League Tables
[] Corporate Defaults Have Skyrocketed In 2015, S&P Finds


                            *********

7220 L.L.C.: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 7220, L.L.C.
        c/o Craig Bernstein
        Jackson Corporate Real Estate
        101 Marietta St., 31st Floor
        Atlanta, GA 30303

Case No.: 15-20448

Chapter 11 Petition Date: March 2, 2015

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

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY & HENNINGS LLC
                  Suite 4420
                  303 Peachtree Street, NE
                  Atlanta, GA 30308
                  Tel: 404-584-1200
                  Fax: 404-681-4355
                  Email: mharris@maceywilensky.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Craig Bernstein, managing member.

List of Debtor's nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Gail Pollock                                           $375,000
8143 Valhalla Drive
Delray Beach, FL 33443

Highgrove Partners, LLC                                    $154
c/o James McCutcheon
7730 The Bluffs
Austell, GA 30168

Jackson Corporate Real Estate        management fees       $630
101 Marietta St.
31st Floor
Atlanta, GA 30303

Jackson Corporate Real Estate        Engineer mileage        $5
101 Marietta St.
31st Floor
Atlanta, GA 30303

Jackson Corporate Real Estate          Cell phone            $3
101 Marietta St.
31st Floor
Atlanta, GA 30303

Jackson Corporate Real Estate             Email              $1
101 Marietta St.
31st Floor
Atlanta, GA 30303

Jackson Corporate Real Estate              Toner             $1
101 Marietta St.
31st Floor
Atlanta, GA 30303

Jackson Corporate Real Estate           Water Cooler      $0.64
101 Marietta St.
31st Floor
Atlanta, GA 30303

Sure Tech Services, Inc.              HVAC maintenance     $220
P.O. Box 884
Jefferson, GA 30549


ADELPHI ACADEMY: Court Approves Closing of Reorganization Case
--------------------------------------------------------------
The Bankruptcy Court entered a final decree closing the Chapter 11
case of Adelphi Academy.

The Debtor said that the Bankruptcy Court confirmed the Debtor's
Plan of Reorganization on Sept. 26, 2014.  Subsequently, the Debtor
has made Plan payments to all classes of creditors in accordance
with the Plan.  Thus, the Plan has been substantially consummated
as provided in Sec. 1101(2) of the Code.  The case is ready to be
closed, the Debtor told the Court.

Payment in the amount of $12,999, representing amounts due the
Office of the United States Trustee on account of quarterly fees
due and owing through the 4th quarter of 2014 will be paid by the
Reorganized Debtor.

                      About Adelphi Academy

Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014.  The bankruptcy case is assigned to
Judge Elizabeth S. Stong.

A. Mitchell Greene, Esq. at Robinson, Brog, Leinwand, Greene,
Genovese, & Gluck PC of New York, New York, serves as the Debtor's
counsel.

Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.



ADELPHIA COMMUNICATIONS: $14-Mil. Tax Fight Taken to High Court
---------------------------------------------------------------
Law360 reported that the former CEO of cable television company
FrontierVision Partners LP has asked the U.S. Supreme Court to
review a Tenth Circuit decision that blocked him from discharging a
$14.3 million tax liability through bankruptcy, saying the court
wrongfully accused him of willful tax fraud.

According to the report, the row started after James Charles Vaughn
decided to enter a tax-avoidance transaction allegedly marketed by
KPMG LLP to avoid paying taxes on a $31 million windfall he
received after his company was purchased by Adelphia Communications
Corp.

               About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas was
sentenced to 12 years in prison, while son Timothy 15 years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  The Plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


AMERICAN AIRLINES: Fitch Currently Assigns B+ Issuer Default Rating
-------------------------------------------------------------------
Fitch Ratings has assigned the following expected ratings to the
American Airlines. Inc. (AAL, rated 'B+'; Outlook Stable by Fitch)
proposed pass through trusts series 2015-1:

-- $947,778,000 class A certificates due in May 2027 'A(EXP)';

-- $266,046,000 class B certificates due in May 2022 'BBB(EXP)';

The A-tranche ratings are primarily driven by a top-down analysis
incorporating a series of stress tests which simulate the rejection
and repossession of the aircraft in a severe aviation downturn. The
'A' level rating is supported by a high level of
overcollateralization (OC) and high quality collateral which
support Fitch's expectations that A tranche holders should receive
full principal recovery prior to default even in a harsh stress
scenario. The ratings are also supported by the inclusion of an
18-month liquidity facility, cross-collateralization/cross-default
features and the legal protection afforded by Section 1110 of the
U.S. bankruptcy code. The structural features increase the
likelihood that the class A certificates could avoid default even
if American were to file bankruptcy and subsequently reject the
aircraft.

The initial A-tranche LTV, as cited in the prospectus, is 56.9%,
and Fitch's maximum stress case LTV (the primary driver for the
A-tranche rating) through the life of the transaction is 88%. This
level of OC provides a significant amount of protection for the
A-tranche holders.

The 'BBB' rating for the B-tranche represents a five-notch uplift
(maximum is five per Fitch's EETC criteria) from American's Issuer
Default Rating (IDR) of 'B+'. The uplift primarily reflects Fitch's
view of the affirmation factor for this collateral pool (the
likelihood that American would choose to affirm the aircraft in a
potential default scenario). Fitch assigns a three notch uplift
from the IDR based on affirmation. Secondary factors for the B
tranche rating include the presence of an 18-month liquidity
facility (plus one notch) and Fitch's view of recovery prospects in
a stress scenario (plus one notch). Fitch rates the 2015-1 class B
certificates one notch higher than American's 2014-1 class B
certificates due to the new transaction's more diverse collateral
pool and better recovery prospects.

Transaction Overview

American plans to raise $1,213.8 million in an EETC transaction to
finance 28 new delivery and newer vintage aircraft.

The A-tranche will be sized at $947,778,000 with a 12.1-year tenor,
a weighted average life of 8.7 years and an initial LTV of 56.9%
(per the prospectus). Fitch calculates the initial LTV at 57.3%
using the lower of mean or median (LMM) values provided in the
prospectus, but applying our own depreciation assumptions. Fitch
has checked the LMM values against independent data provided by a
third party appraiser.

The subordinate B-tranche will be sized at $266,046,000 with an
8.1-year tenor and a weighted average life of 5.5 years. The
initial prospectus LTV for the B-tranche is 72.6%. Fitch calculates
the initial LTV at 73.2%.

Collateral Pool: The transaction will be secured by a perfected
first-priority security interest in 28 new delivery and newer
vintage aircraft including five Boeing 777-300ERs, eight Airbus
A319-100s, nine Embraer ERJ 175LRs, five Boeing 737-800s, and one
787-8 . Fitch classifies the 777-300ER, the 737-800 and the 787-8
as Tier 1 collateral while the A319s and ERJ 175LRs are considered
low Tier 1/high Tier 2 collateral. All five types are considered
strategically important to AAL's fleet.

Liquidity Facility: The class A and class B certificates benefit
from a dedicated 18-month liquidity facility which will be provided
by Credit Agricole Corporate and Investment Bank acting through its
New York Branch (rated 'A'/'F1' with a Stable Outlook).

This transaction features a 35-day replacement window in the event
that the liquidity facility provider should become ineligible. This
is inconsistent with Fitch's counterparty criteria, which generally
stipulates a maximum 30-day replacement period. However, Fitch does
not consider the longer replacement window to be material to the
ratings given that the additional time period is not significant.
Risk is also mitigated by Credit Agricole's 'A/F1' rating, which is
level with the current rating of the class A certificates.

Cross-default & Cross-collateralization Provisions: Each note will
be fully cross-collateralized and all indentures will be fully
cross-defaulted from day one, which Fitch believes will limit
American's ability to 'cherry-pick' aircraft in a potential
restructuring.

Depositary: A portion of the proceeds from the transaction will be
used to pre-fund deliveries expected through September 2015.
Accordingly, proceeds will initially be held in escrow by Credit
Agricole, the designated depositary, until the aircraft are
delivered.

KEY RATING DRIVERS

Stress Case: The ratings for the class A certificates are primarily
based on collateral coverage in a stress scenario. The analysis
utilizes a top-down approach assuming a rejection of the entire
pool in a severe global aviation downturn. The analysis
incorporates a full draw on the liquidity facility, and an assumed
repossession/remarketing cost of 5% of the total portfolio value.
Fitch then applies immediate haircuts to the collateral value.

The 777-300ERs in this pool receive a 25% haircut representing the
middle of Fitch's Tier 1 stress range of 20-30%. Fitch applies a
30% stress rate to both the A319-100 and the ERJ 175LR as both
aircraft are considered low tier 1 or high tier 2 aircraft. The
A319-100 has a large user base but has a limited backlog. The ERJ
175LR has a limited user base but has experienced considerable
commercial success in recent years. Fitch's stress scenario
incorporates higher Tier 2 depreciation rates to both of these
aircraft types. The 737-800 is a top quality tier 1 aircraft due to
its wide user base, popularity, and large backlog. The 737-800 is
considered a top-quality tier 1 aircraft and receives a 20% stress
in Fitch's model. The 787-8 is also considered a high quality Tier
1 aircraft, though Fitch applies a 25% stress to the model in its
stress scenario.

These assumptions produce a maximum stress LTV of 88%, suggesting
full recovery for the A-tranche holders. Fitch expects LTV ratios
to remain relatively flat through the first several years of the
transaction as scheduled principal amortization roughly matches our
depreciation assumptions. LTVs are expected to decline gradually
later in the life of the deal. Although Fitch considers both the
A319-100 and ERJ 175LR to be good quality aircraft, stress
scenarios were run as a test, which account for both aircraft as
Tier 2. Those scenarios incorporate stress rates of up to 40%. Even
under those assumptions, which Fitch considers to be onerous, the
maximum LTV for the senior tranche does not exceed 100% at any
point in the transaction, which further supports the 'A' rating for
the Class A certificates.

High Collateral Quality: The quality of the collateral pool
underlying the transaction is considered solid.

777-300ER (45% of the collateral pool value): Fitch considers the
777-300ER to be a solid Tier 1 aircraft, but applies the middle of
the Tier 1 stress range (25% for A-category stress), as widebodies
have typically proven to be more volatile than narrowbody aircraft
in prior downturns. That said, Fitch expects widebody values to
hold up better in a near-term aviation downturn given the relative
strength of the widebody secondary market. Furthermore, the
777-300ER is the best-selling aircraft of its size with a diverse
base of global operators, solid backlog and limited competition.
Notably, there are no 777-300ERs currently parked. With an average
age of four years, the 777-300ER is relatively young in its life
cycle, with no replacement aircraft in the near term.

The A350-1000 will compete with the 300ER and will feature a longer
range and lower fuel consumption. However, the entrance of the A350
is still a couple of years away. The first delivery for the
A350-1000 is not expected until 2017. At that point it will take
time for the A350 to build up enough deliveries to seriously
compete with the 300ER. Boeing officially launched the replacement
to the 777-300ER, dubbed the 777X, at the Dubai airshow in 2013.
Entry of the 777X could have an impact on the 300ERs secondary
market values as the 300ER will no longer represent Boeing's
premier widebody product. However, the larger 777-9X is not
scheduled to enter into service until 2020. Featuring a 400+
passenger capacity, the 9x will not directly compete with the
smaller 777-300ER. The 777-8x, which will represent a direct comp
to the 300ER is not scheduled to enter service until at least
2022.

The ERJ 175LR (16% of collateral value) is considered a low Tier
1/high Tier 2 aircraft. Although the model has a limited user base
of only 20 airlines, it has had good commercial success in recent
years with large orders from United and American. The ERJ 175LRs
primary competitor is the CRJ-900, manufactured by Bombardier. The
two aircraft are quite similar in terms of capacity and capability,
but the Embraer has proven to be the more popular choice over the
past few years. Most customers appear to favor the ERJ 175LR's
larger fuselage that allows for more comfortable seating and
increased overhead space when compared to the CRJ-900. The CRJ-900
currently has a backlog of 57 aircraft, compared to 172 for the ERJ
175LR.

Much like the narrow body 737 and A320 families, values for the
Embraer regional jets may face some pressure over the longer term
from the introduction of a re-engined variant. Embraer announced
the launch of its E-2 series of aircraft in 2013, which will have a
high level of commonality with the existing E-jets, but will
feature Pratt & Whitney's PW1700G geared turbofan engine, which
along with other improvements should improve fuel consumption by
16% over the current model. While the introduction of the E-2 may
impact values of current models in the longer run, Fitch notes that
the first E175-E2 is not scheduled for entry into service until
2020, and at that point it will take several years of production
for Embraer to produce enough of the planes to notably displace
current in-service aircraft.

The ERJs in this transaction will be leased to Compass Airlines.
All leases will be subject and subordinate to the note indentures.

A319-100 (17% of the collateral value): The Airbus A319 is arguably
the weakest portion of this collateral pool. The A319 features a
very large fleet of aircraft currently in service with over 1,300
of the model currently flying with 120 operators. However, the A319
has a relatively small backlog of new aircraft, reflecting recent
airline preferences for the larger A320 and A321. Airbus' current
backlog for the 319 includes 64 CEOs and only 27 NEOs. User
preference for the A319s larger cousins may pressure secondary
values for the aircraft going forward though these concerns are
partially offset by the aircraft's popularity and wide user base.

737-800 (12.5% of collateral value): Fitch views the 737-800s as
one of the most popular narrowbody aircraft currently in operation,
and classifies it as top quality Tier 1 aircraft due to its market
depth and popularity. The 737-800 is one of the world's most widely
used aircraft and most attractive narrowbodies to finance. The
737-800 is the stretched member of the next-generation (NG) 737
family which was introduced in 1998 as a replacement for the
classic 737s. The -800 made several improvements over the classic
version including upgraded systems, larger wings, a higher MTOW,
greater fuel capacity and range.

The 737-800 is by far the most popular variant of the 737 family,
with more than 3,200 planes currently in service and nearly 150
individual operators. Boeing's current backlog for the model stands
at 1,260 planes, not including the popular new MAX version. The
popularity and wide user base of this aircraft are well above
nearly any other model (aside from the A320) on the market, making
it one of the highest grades of collateral available to back a
EETC, lending significant support to its position as a top notch
tier 1 plane.

787-8 (7% of collateral value): Fitch views the 787-8 as a high
quality Tier 1 aircraft despite the highly publicized maintenance
and production problems that the 787-8 had early in its life. The
plane continues to be well accepted and highly desirable for its
users. The backlog for the -8 variant stands at 241 aircraft. Fitch
notes that while the model has been highly successful thus far,
preferences have shifted to the larger 787-9 variant. The 787-8
only received one order in 2014 compared to 64 new orders for the
787-9.

Affirmation Factor: Fitch considers the affirmation factor for this
pool of aircraft to be high. The 777-300ERs represent American's
flagship international product and feature its fully lie flat seats
and aisle access in both first and business class. The 300ERs also
feature international wi-fi capability and a walk-up snack bar.
American utilizes its highly updated first and business class
sections to compete on premier routes such as London to LA, Dallas,
New York, and Miami, and from Dallas to Hong Kong, and Sao Paolo.

The A319s in the collateral pool are also unlikely candidates to be
rejected in a future bankruptcy scenario, as they offer compelling
operating economics on routes that don't have the demand to fill a
larger A320 or 737, but still benefit from high frequencies. The
A319 is also an important replacement aircraft for the MD-80s that
American is actively retiring. While American is replacing many of
its MD-80s (140 seats) with 737-800s and A320s (160 seats), not all
routes currently served by the MD-80 have the demand to fill the
extra approximately 20 seats on those aircraft. The 128 seat A319
is a good option for routes with lower levels of demand.

The 737-800 represents a core component of American's domestic
operation accounting for more than 40% of the company's domestic
ASMs. At year end 2014 the company had 246 of the aircraft and
plans to take roughly 60 more in the coming years. As is the case
with the A319, the 737 plays a key role in replacing American's
aging MD-80s.

The ERJ 175LR's importance to American lies in the unit cost
savings that it provides over smaller, 50 seat regional jets. The
trend among all of the large three domestic airlines has been to
move aggressively away from smaller regional jets that limit
ancillary revenue potential (no first class or 'main cabin extra'),
and receive poor reviews from customers. American's regional fleet
currently includes more than 200 jets with a seating capacity of 50
or smaller. American has a total of 60 ERJ 175LRs on order, and
they will make up a core part of its regional fleet going forward.

The 787-8 is a unique aircraft that is also important to American
(although it represents a relatively small portion of the pool).
The 787-8 features the latest technological advantages, and
operates at a significant unit cost discount to comparably sized
wide body aircraft. The addition of the 787 to American's fleet
will also allow them to connect city pairs that would not be viable
with other aircraft types.

B-Tranche: The 'BBB' rating for the subordinate B-tranche is
assigned by notching up from AAL's IDR of 'B+'. Fitch notches
subordinated tranche ratings from the airline IDR based on three
primary variables; (1) the affirmation factor (0 - 3 notches), (2)
the presence of a liquidity facility, (0 - 1 notch), and (3)
recovery prospects. In this case, Fitch has assigned a three-notch
uplift (the maximum) based on a high affirmation factor (as
discussed above), a one-notch uplift reflecting the liquidity
facility, and one additional notch which incorporates the
transaction's above average recovery prospects. Fitch only assigns
an additional one notch of uplift for recovery prospects in
situations where recovery is expected to be significantly better
than for comparable existing B-tranches.

RATING SENSITIVITIES

Senior tranche ratings are primarily based on a top-down analysis
based on the value of the collateral. Therefore, a negative rating
action could be driven by an unexpected decline in collateral
values. Potential risks for the A320, 737, 777, and ERJ families
aircraft include the introduction of newer technology replacement
models, which could pressure secondary-market values. Senior
tranche ratings could also be affected by a perceived change in the
affirmation factor or deterioration in the underlying airline
credit.

Subordinated tranche ratings are based off of the underlying
airline IDR. As such, Fitch would likely downgrade the B tranche to
'BBB-' if American's IDR were downgraded to 'B'. Subordinated
tranche ratings and the airline IDR experience some compression as
the IDR moves up the rating scale. As such, if Fitch were to
upgrade American's IDR to 'BB-', the subordinated tranche ratings
would likely be affirmed at their current levels.

Fitch has assigned the following ratings:

American Airlines pass through trust 2015-1:

-- Series 2015-1 class A certificates 'A (EXP)';
-- Series 2015-1 class B certificates 'BBB (EXP)'.

Fitch currently rates American as follows:

American Airlines Group, Inc.

-- IDR 'B+';
-- Senior Unsecured Notes at 'B+/RR4'

American Airlines, Inc.

-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1'.

US Airways Group, Inc.

-- IDR 'B+';
-- Senior unsecured notes 'B+/RR4'.

US Airways, Inc.

-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1'.

The Rating Outlook is Stable.




AOXING PHARMACEUTICAL: Posts $601K Net Profit in Dec. 31 Quarter
----------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net profit of $602,000 on $6.43 million of sales for
the three months ended Dec. 31, 2014, compared with a net loss of
$1.92 million on $3.47 million of sales for the same period during
the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $40.93 million
in total assets, $38.5 million in total liabilities, and
stockholders' equity of $2.44 million.

As of Dec. 31, 2014, the Company's current liabilities exceeded its
current assets by $20.05 million.  The Company had cash and cash
equivalents of $1.34 million as of Dec. 31, 2014.  The Company's
ability to continue as a going concern is dependent on many events
outside of its direct control, including, among other things, the
ability to obtain future funding.  The Company's inability to
generate cash flows to meet its obligations due to the uncertainty
of achieving operating profitability on an annual basis and raising
required funding on reasonable terms, among other factors, raises
substantial doubt as to the Company's ability to continue as a
going concern.   

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/Bk3bkY
                          
                           About Aoxing

Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company.  The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.

In its report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.

The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.3 million
last year.

As of Sept. 30, 2014, the Company had $39.07 million in total
assets, $38.4 million in total liabilities and $632,000 in total
equity.


ARALCO S.A.: Brazilian Firm Seeks U.S. Recognition of Plan
----------------------------------------------------------
Brazil-based sugar and ethanol producer Aralco S.A. - Industria e
Comercio filed for creditor protection under Chapter 15 of the
United States Bankruptcy Code in U.S. bankruptcy court in New York
to seek recognition of its reorganization plan.

"Despite the Debtors' prominent position in Brazil's sugar and
ethanol market, adverse conditions beyond their control have
recently impaired their financial health.  The Debtors' business
has suffered from the low productivity of recent harvests due to a
persistent drought in the Sao Paulo region and the lack of
sufficient investments.  The Debtors have also been impacted by
pricing instabilities, which have been caused primarily by the
Brazilian government's actions to control inflation in Brazil by
artificially depressing fuel prices.  Finally, the Debtors were
severely affected by the Brazilian currency rate devaluation, which
increased its relative indebtedness substantially," John K.
Cunningham, Esq., at White & Case LLP, explains in a court filing.

On Feb. 28, 2014, the Debtors commenced their Brazilian Bankruptcy
Proceedings pursuant to Federal Law No. 11.101 of Feb. 9, 2005.
After several months of negotiations with their creditors, the
Debtors submitted their joint plan of reorganization on July 14,
2014.

On Dec. 8, 2014, at a court-supervised meeting of creditors, the
Brazilian Reorganization Plan was overwhelmingly approved by the
Debtors' creditors (including the members of an ad hoc group of
noteholders consisting principally of creditors located in the
United States).  Of those creditors who attended such meeting,
creditors holding 94.89% of the unsecured credits (by value), 100%
of the secured credits, 100% of the labor credits and 93.75% of the
small businesses company credits voted to approve the Brazilian
Reorganization Plan.

Shortly thereafter, the Brazilian Bankruptcy Court entered an order
approving the Brazilian Reorganization Plan that was published on
Jan. 23, 2015.

The Brazilian Confirmation Order and the Brazilian Reorganization
Plan are in full force and effect and have not been stayed by any
court.  In fact, the Brazilian Court of Appeals of the State of Sao
Paulo has denied all requests to stay the Brazilian Confirmation
Order pending resolution of the interlocutory appeals against the
Brazilian Confirmation Order filed by six creditors and a minority
shareholder based in Brazil.

The Debtors' contacts with the United States include the private
placement by Aralco Finance of US$250 million of
U.S.-dollar-denominated Notes, which are governed by New York law
and guaranteed by five of the other Debtors.  The Brazilian
Reorganization Plan provides for each holder of the Notes to
receive, in full satisfaction of its claims, its pro rata share of
(i) new secured notes in the principal amount equal to 40% of the
face amount of the existing Notes and (ii) new secured notes (which
will contain a convertible feature allowing for the holders to
convert them into equity in the Debtors' new holding company, New
Aralco) in the principal amount equal to 60% of the face amount of
the existing Notes.  The new notes will be guaranteed by all of the
Debtors and New Aralco, denominated in U.S. dollars and governed by
U.S. law.

Ricardo Costa Villela, on behalf of the Debtors, commenced the
Chapter 15 cases to complete the restructuring contemplated under
the Brazilian Reorganization Plan, as the Brazilian Reorganization
Plan requires that Mr. Villela commence the cases to ensure that
the restructuring is binding upon all holders of the Notes, which
are denominated in U.S. dollars and governed by the laws of New
York.  To this end, the petitioner seeks to obtain relief from this
Court so as to:

   (i) recognize the Brazilian Bankruptcy Proceedings as foreign
main proceedings (as defined in Section 1502(4) of the Bankruptcy
Code),

  (ii) facilitate the issuance of the new notes to the Noteholders
and the cancellation of the existing Notes, as contemplated by the
Brazilian Reorganization Plan,

(iii) grant full force and effect and comity to the Brazilian
Confirmation Order, and

  (iv) permanently enjoin all persons from taking any action in the
United States to obtain possession of, exercise control over, or
assert claims against the Debtors or their property in
contravention of the Brazilian Reorganization Plan and the
Brazilian Confirmation Order.

                      R$1.67 Billion in Debt

The Debtors have total debt of R$1.67 billion.  Included in this
amount are R$160 million in tax liabilities and R$400 million in
other fiscal liabilities, which, as a matter of law, are not
subject to treatment in the Brazilian Bankruptcy Proceedings or the
Brazilian Reorganization Plan.  The Debtors have labor debts of
approximately R$11 million, secured debts of approximately R$580
million and unsecured debts of R$520 million, including the US$250
million of Notes.  Such labor, secured and unsecured debts are
restructured under the Brazilian Reorganization Plan.

                   No Substantial Assets in U.S.

Substantially all of the Debtors' assets are located in Brazil.
The Debtors' sole property in the United States is a joint interest
in an undrawn retainer with White & Case LLP, the Debtors' U.S.
counsel in connection with the filing of the Chapter 15 cases.

A copy of the U.S. Recognition Motion is available for free at:

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

                         About Aralco S.A.

Aralco S.A. - Industria e Comercio and its affiliates are leading
low-cost producers of sugar and ethanol, operating four mills
(Aralco, Alcoazul, Generalco and Figueira) located within close
proximity to one another in the State of Sao Paulo, Brazil.

Aralco S.A. and its affiliates filed a Chapter 15 bankruptcy
petition in Manhattan, in the U.S. (Bankr. S.D.N.Y. Lead Case No.
15-10419) on Feb. 25, 2015.

John K. Cunningham, Esq., at White & Case, LLP, in Miami, Florida,
serves as counsel in the U.S. cases.  Ricardo Costa Villela is the
foreign representative.


ARALCO S.A.: Seeks to Jointly Administer U.S. Cases
---------------------------------------------------
The foreign representative in the Chapter 15 cases of Aralco S.A. -
Industria e Comercio and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to enter an order
directing the joint administration of the Debtors' Chapter 15 cases
for procedural purposes only

John K. Cunningham, Esq., at White & Case LLP, asserts that joint
administration pursuant to Section 105(a) of the U.S. Bankruptcy
Code and Rule 1015(b) of the Federal Rules of Bankruptcy Procedure
is warranted because:

   -- the Debtors' financial affairs and business operations are
closely related;

   -- the Debtors are party to a single, jointly administered
bankruptcy proceeding in Brazil; and

   -- the joint administration of the Chapter 15 Cases will ease
the administrative burden of the Chapter 15 Cases on this Court and
parties in interest.

                         About Aralco S.A.

Aralco S.A. - Industria e Comercio and its affiliates are leading
low-cost producers of sugar and ethanol, operating four mills
(Aralco, Alcoazul, Generalco and Figueira) located within close
proximity to one another in the State of Sao Paulo, Brazil.

On Feb. 28, 2014, Aralco commenced Brazilian bankruptcy
proceedings.  On Dec. 8, 2014, at a court-supervised meeting of
creditors, the Aralco's joint plan of reorganization was
overwhelmingly approved by the Debtors' creditors.

Aralco S.A. and eight affiliates filed Chapter 15 bankruptcy
petitions in Manhattan, in the U.S. (Bankr. S.D.N.Y. Lead Case No.
15-10419) on Feb. 25, 2015, to seek recognition of its Brazilian
proceedings.  John K. Cunningham, Esq., at White & Case, LLP, in
Miami, Florida, serves as counsel in the U.S. cases.  Ricardo Costa
Villela is the foreign representative.


ARKANOVA ENERGY: Has Incurred Losses Since Inception
----------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $729,000 on $158,000 of total revenue for the three
months ended Dec. 31, 2014, compared with a net loss of $648,000 on
$234,000 of total revenue for the same period in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $6.01 million
in total assets, $18.4 million in total liabilities, and a
stockholders' deficit of $12.4 million.

Arkanova has incurred losses of $31.8 million since inception at
Dec. 31, 2014.  Management plans to raise additional capital
through equity and/or debt financings.  These factors raise
substantial doubt regarding Arkanova's ability to continue as a
going concern.  

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/X8UVlU
                          
                         About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

The Company reported a net loss of $3 million on $844,000 of total

revenue for the year ended Sept. 30, 2014, compared with a net loss

of $2.73 million on $849,900 of total revenue for the year ended
Sept. 30, 2013.

As of Sept. 30, 2014, the Company had $2.52 million in total
assets, $14.2 million in total liabilities, and a $11.6 million
total stockholders' deficit.


ATHERONOVA INC: Files Voluntary Chapter 11 Bankruptcy Petition
--------------------------------------------------------------
AtheroNova Inc. and its subsidiary, AtheroNova Operations, Inc.,
filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court, Central District of California,
Santa Ana division on March 2, 2015.  The Company's Chapter 11
cases are expected to be jointly administered.

The Company will evaluate all options, including a Bankruptcy Court
supervised asset sale process, for all or substantially all of its
assets to a party who could potentially be interested in continuing
the Company's clinical programs.

During the bankruptcy process, the Company will continue to operate
in the ordinary course, including continuing the evaluation of its
recently concluded Phase 1b clinical trial in Russia.  In addition,
the Company intends to request Bankruptcy Court approval of a
series of customary motions.  Bankruptcy Court documents and
additional information are available as indicated below.

Levene, Neale, Bender, Yoo & Brill L.L.P. is serving as the
Company's bankruptcy counsel, and Sherwood Partners, LLC is serving
as the Company's  financial advisor and sales agent in this
process.

Headquartered in Irvine, California, AtheroNova Inc. --
http://www.atheronova.com/-- is a development-stage company
focused on the research and development of compounds to safely
regress atherosclerotic plaque and improves lipid profiles in
humans.  The Company through its wholly owned subsidiary AtheroNova
Operations, Inc. is engaged to develop multiple applications for
its compounds to be used for the treatment of atherosclerosis.  The
Company's lead compound AHRO-001 is an orally administered
compound.  AHRO-002 is an orally administered compound.  It is used
for the treatment of patients who fail to reach their LDL
cholesterol target with statin treatment alone.  The Company's
pipeline candidates are focused in the treatment of: Localized
reduction of subcutaneous fat deposits through transdermal
application; Obesity; Hypertension; Diabetes and Peripheral Artery
Disease (PAD).

The Company said it has less than $1 million in cash and no
operating revenue.  It disclosed debt of $5.3 million, of which
$4.6 million is owed to secured bondholders.


ATHERONOVA OPERATIONS: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.  
     ------                                      --------
     AtheroNova Operations, Inc.                 15-11051
        fka Z & Z Medical Holdings, Inc.
     2301 Dupont Drive, Suite 525
     Irvine, CA 92612

     AtheroNova Inc.                             15-11053
     2301 Dupont Drive, Suite 525
     Irvine, CA 92612

Chapter 11 Petition Date: March 2, 2015

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

Judge: Hon. Erithe A. Smith

Debtors' Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: rb@lnbyb.com

                    - and -

                  Lindsey L Smith, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Fax: 310-229-1244
                  Email: lls@lnbyb.com

                               Estimated    Estimated
                                Assets     Liabilities
                              ----------   -----------
AtheroNova Operations         $1MM-$10MM    $1MM-$10MM
AtheroNova Inc.                 $1,580        $4.63MM

The petition was signed by Mark Selawski, chief financial officer.

A list of AtheroNova Operations's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-11051.pdf


ATLANTIC & PACIFIC: Off the Hook for Unpaid Rent, 2nd Circ. Says
----------------------------------------------------------------
Law360 reported that the Second Circuit affirmed the dismissal of
claims for unpaid rent brought against then-bankrupt Great Atlantic
& Pacific Tea Co. Inc., saying the landlord's failure to pay an
agreed-upon construction allowance eliminated A&P's obligation to
pay rent.

According to the report, in a summary order, the three-judge panel
said that a contractual provision in the lease agreement obligated
the supermarket chain to pay rent, along with a share of certain
taxes, while landlord N. Providence LLC was obligated to pay A&P a
$1.9 million construction allowance.

                  About Atlantic and Pacific

Funded in 1859, The Great Atlantic and Pacific Tea Company, Inc.
(A&P), headquartered in Montvale, N.J., is a supermarket chain
operating 301 supermarkets under the A&P, The Food Emporium,
Pathmark, Superfresh, Waldbaums and Foodbasics banners and 18
liquor stores in the Northeast US concentrated in the New York /
New Jersey / Pennsylvania markets.  The company's annual sales are
about $5.8 billion.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.

                           *     *     *

In April 2014, Standard & Poor's Ratings Services revised its
outlook on Montvale, N.J.-based The Great Atlantic & Pacific Tea
Co. (A&P) to developing from negative.  At the same time, S&P
affirmed all ratings, including the 'CCC' corporate credit rating.
The 'CCC' corporate credit rating reflects S&P's view that the
company's overall profits may still be vulnerable to continued
sales declines over the next year, which could strain the
company's liquidity.  S&P also view the company's financial risk
profile as "highly leveraged" and business risk profile as
"vulnerable."

In February 2014, Moody's Investors Service affirmed the company's
Caa2 corporate family rating and Caa2-PD probability of default
rating.  The Caa2 corporate family rating reflects A&P's weak
operating performance, very weak credit metrics and Moody's
opinion that A&P's cash interest coverage and free cash flow will
remain weak over the next year.

Troubled Company Reporter , Oct 31, 2014 ( Source: TCR)

Standard & Poor's Ratings Services withdrew its ratings on The
Great Atlantic & Pacific Tea Co. Inc., including its 'CCC'
corporate credit rating, at the company's request.  At the time of
the withdrawal the outlook was developing.




AUBURN TRACE: Gets Court's Final Nod to Hire SFL as Counsel
-----------------------------------------------------------
Auburn Trace, Ltd., obtained final approval from the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Division, to employ Bradley S. Shraiberg, Esq., of Shraiberg,
Ferrara & Landau, P.A., as general bankruptcy counsel, nunc pro
tunc to Jan. 7, 2015.

As reported in the Jan. 16, 2015 edition of the Troubled Company
Reporter, SFL will render these services as counsel to the Debtor:

   (a) Advise the Debtor generally regarding matters of
       bankruptcy law in connection with the Chapter 11 case;

   (b) Advise the Debtor of the requirements of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure, applicable
       bankruptcy rules, including local rules, pertaining to the
       administration of the case, and the U.S. Trustee guidelines
       related to the daily operation of its business and
       administration of the estate;

   (c) Represent the Debtor in all proceedings before the
       Court;

   (d) Prepare and review motions, pleadings, orders,
       applications, adversary proceedings, and other legal
       documents arising from the case;

   (e) Negotiate with creditors, prepare and seek confirmation
       of a plan of reorganization and related documents, and
       assist the Debtor with implementation of any plan; and

   (f) Perform all other legal services for the Debtor.

SFL has agreed to perform the services at the following hourly
rates: $100 for legal assistants and $285 to $475 for attorneys.
The hourly rate for Mr. Shraiberg is $475.  The Debtor also
proposes to reimburse SFL for necessary and actual expenses.

Mr. Shraiberg may be reached at:

         SHRAIBERG, FERRARA, & LANDAU P.A.
         Bradley S Shraiberg, Esq.
         2385 NW Executive Center Dr. #300
         Boca Raton, FL 33431
         Tel: (561) 443-0801
         Fax: (561) 998-0047
         E-mail: bshraiberg@sfl-pa.com

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The petition was signed
by Brian J. Hinners as president.  The Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million.  The case is assigned to Judge Paul G. Hyman, Jr. Bradley
S Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as
the Debtor's counsel.



BAXANO SURGICAL: Judge Sontchi Amends DIP Final Order
-----------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware issued an order modifying the final order
authorizing Baxano Surgical Inc. to obtain postpetition financing
and granting liens and superpriority claims to the postpetition
lender, Hercules Technology Growth Capital Inc.

The Debtor provided a cash flow forecast for the week ending from
March 8, 2015, to March 29, 2015.  A full-text copy of the budget
is available for free at http://is.gd/QWSlxC.

According to the final order, beginning on Feb. 9, 2015, and
continuing on each subsequent Monday, the Debtor will pay to
Hercules for application to the prepetition indebtedness an amount
equal to (a) the Debtor's cash on hand (which shall not include
escrowed cash) as of the prior Friday, minus (b) 110%  of remaining
unpaid expenses provided for in budget, and minus (c) a reasonable
reserve established by the Debtor, in consultation with Hercules
and the Official Committee of Unsecured Creditors, provided,
however, the amounts paid by the Debtor will not exceed $89,162.
Nothing contained herein will preclude Hercules' right to seek
turnover of the proceeds of its collateral as a condition to
further use of cash collateral, nor any other relief, or the
Committee's right to object to same; and it is further.

The Court will consider an extension of the order at the next
omnibus hearing in the Debtor's case on March 30, 2015, at 10:00
a.m.

As reported in the Troubled Company Reporter on Dec 9, 2014, the
Bankruptcy Court authorized, on an interim basis, the Debtor to
obtain postpetition financing in an aggregate principal amount not
to exceed $350,000, plus all interest thereon from Hercules
Technology; and use cash collateral securing its prepetition
indebtedness, as it needs liquidity in order to survive to the
closing of any sale of its assets.

TCR reported the DIP financing provides for term loan advances in
an aggregate principal amount of $350,000 -- $250,000 of which will
be available to the Debtor on an interim basis; provided, however,
that of the said $250,000 available on an interim basis, the second
$150,000 will be advanced solely in the DIP Lender's
discretion.  The DIP Loan accrues interest at 12.5%.

As of the Petition Date, the Debtor was indebted to Hercules, which
is also the Prepetition Lender, in the aggregate principal amount
of $7,300,000.  The Prepetition Lender will be granted adequate
protection for, and in equal amount to, the diminution in value of
its prepetition security interests in the form of super- priority
claims and replacement liens on all assets securing the DIP
Facility which replacement liens will be equal in priority to the
DIP Liens and which super-priority claims will be junior to the
Carve-Out and to the super-priority claims granted to the DIP
Lender, TCR related.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

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

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is
also employing the law firm of Goodwin Proctor LLP as special
counsel, and the law firm of Hogans Lovell as special healthcare
regulatory counsel.  The Debtor is engaging Tamarack Associates to,
among other things, provide John L. Palmer as CRO.  Houlihan Lokey
is serving as the Debtor's investment banker.  Rust Consulting Omni
is the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.


BAXANO SURGICAL: Wants Court to Set June 10 as Claims Bar Date
--------------------------------------------------------------
Baxano Surgical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to set June 10, 2015, as deadline for
creditors to file proofs of claim, and July 10, 2015, as deadline
for governmental units to file their claims.

A hearing is set for March 30, 2015 at 10:00 a.m., to consider the
Debtor's extension request.  Objections, if any, are due March 10,
2015, by 4:00 p.m.

Each proof of claim filed must be received on or before the
the proposed bar date by Rust Consulting/Omni Bankruptcy either
by:

   i) mailing to:

      Baxano Surgical, Inc. Claims Processing Center
      c/o Rust Consulting/Omni Bankruptcy
      5955 DeSoto Avenue, Suite # 100
      Woodland Hills, CA 91367; or

  ii) delivering by overnight courier or messenger to:

      Baxano Surgical, Inc. Claims Processing Center
      c/o Rust Consulting/Omni Bankruptcy
      5955 DeSoto Avenue, Suite # 100
      Woodland Hills, CA 91367.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

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

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan Lokey is
serving as the Debtor's investment banker.  Rust Consulting Omni is
the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.


BAXANO SURGICAL: Wants to File Plan Until June 20
-------------------------------------------------
Baxano Surgical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive periods to:

  a) file a Chapter 11 plan through and including June 10, 2015;
     and

  b) solicit acceptances of that plan until Aug. 9, 2015.

A hearing is set for March 30, 2015 at 10:00 a.m., to consider the
Debtor's extension request.  Objections, if any, were due March 3.

The Debtor says its exclusive filing period is scheduled to expire
on March 12, 2015 and its current exclusive solicitation period is
scheduled to expire on May 11, 2015.  To ensure that its Chapter 11
Case continues to progress in an effective and efficient manner, it
seeks the requested extensions so that it can work toward a
consensual Chapter 11 plan, the Debtor notes.

                       About Baxano Surgical

Based in Raleigh, North Carolina, Baxano Surgical Inc. develops,
manufactures and markets minimally invasive medical products
designed to treat degenerative conditions of the spine affecting
the lumbar region.  As of March 31, 2013, over 13,500 fusion
procedures and 7,000 decompression procedures have been performed
globally using its products.

Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-12545) on Nov. 12, 2014.  The case is assigned to
Judge Christopher S. Sontchi.

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

The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, as bankruptcy counsel.  The Debtor is also
employing the law firm of Goodwin Proctor LLP as special counsel,
and the law firm of Hogans Lovell as special healthcare regulatory
counsel.  The Debtor is engaging Tamarack Associates to, among
other things, provide John L. Palmer as CRO.  Houlihan Lokey is
serving as the Debtor's investment banker.  Rust Consulting Omni is
the claims and noticing agent.

The Official Committee of Unsecured Creditors selected Pillsbury
Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP
as co-counsel.  The Committee also tapped Urbanowicz Consulting,
LLC, as consultant.


BINDER & BINDER: Okayed to Pay $318K Critical Vendors' Claim
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Binder & Binder - The National
Social Security Disability Advocates (NY), LLC, et al., to pay all
or part of the critical vendor claims up to $317,507 in the
aggregate.

If a critical vendor refuses to provide services to the Debtors on
customary trade terms following payment of any portion of its
critical vendor claim, or fails to comply with any agreement it
entered into with the Debtors, the Debtors are authorized to, (i)
declare that any trade agreement between the Debtors and the
critical vendor is terminated; and (ii) declare that any payments
made to such critical vendor on account of its critical vendor
claim be deemed to have been in payment of then-outstanding
postpetition claims of such critical vendor without further
order of the Court.

As reported in the Troubled Company Reporter on Jan. 29, 2015, the
Debtors related that the loss of four critical business
relationships or suppliers of services could immediately and
irreparably harm their businesses, reduce their enterprise value or
significantly impair their going-concern viability.

                     About Binder & Binder

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

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

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



BNC BUILDING: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BNC Building LP
        13151 Emily Road, Suite 250
        Dallas, TX 75240

Case No.: 15-30949

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Susan Stubblefield, authorized
representative of general partner.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-30949.pdf


BOMBARDIER INC: Moody's Affirms 'B1' CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service confirmed Bombardier Inc.'s B1 Corporate
Family Rating, B1-PD probability of default rating and B1 senior
unsecured ratings.  The company's speculative grade liquidity
rating remains unchanged at SGL-3.  Bombardier's rating outlook is
negative.  This action resolves the review for possible downgrade
that was initiated on Jan. 16, 2015.

The confirmation of Bombardier's ratings reflect Moody's
expectation that the company will receive net proceeds of about
US$850 million by the end of March, 2015 from its recent sale of
equity subscription receipts.  These proceeds will strengthen the
company's liquidity and, Moody's believes, increase the potential
that Bombardier will successfully raise US$1.5 billion in senior
unsecured notes to complete its funding plan.

Bombardier's B1 Corporate Family Rating is driven by Moody's
expectation that the company's financing plans and ongoing
execution challenges will result in adjusted financial leverage
remaining around 8x through at least 2015.  As well, Moody's
believes weak order levels for new aircraft, working capital
requirements in its Transportation division, and the elevated capex
needed to complete the development of the CSeries and Global
aircraft platforms will cause Bombardier's free cash flow
consumption to approximate $1 billion in 2015.  While Bombardier's
financing plans will further weaken its financial metrics, its
liquidity will improve materially. Consequently, the company would
have significant flexibility to absorb execution risks associated
with bringing the CSeries into service, when a reduction in capital
expenditures will drive improvement in Bombardier's free cash flow.
The company's significant scale and diversity, strong global
market positions, natural barriers to entry and sizeable backlog
levels in both its business segments favorably influence the
rating.

Moody's will incorporate the benefit of Bombardier's equity and
proposed notes issue in its speculative grade liquidity rating only
once those transactions close following a required shareholder vote
in late March to increase its authorized shares.  In the interim,
Bombardier's liquidity rating remains unchanged at SGL-3.  The
liquidity rating incorporates Moody's view that Bombardier's $2.5
billion of cash and $1.4 billion of available revolvers at Dec. 31,
2014 are adequate to fund $1 billion of free cash flow consumption
through 2015 and a $750 million debt maturity in January 2016 while
respecting minimum liquidity requirements, albeit with limited
cushion.  However, continued covenant compliance through the next
year is a concern in Moody's opinion, which will need to be
addressed as part of the company's financing plans.

The negative ratings outlook reflects Bombardier's high leverage
once the new debt is raised as well as ongoing execution issues and
cash consumptiveness.

Bombardier's rating could be upgraded if (1) its CSeries aircraft
successfully enters into service, leading to stronger order flow
for the aircraft, (2) Moody's expects the company will produce
sustainable free cash flow, and (3) Moody's expects adjusted
financial leverage will reduce toward 6x.

Bombardier's rating could be downgraded if (1) further delays
and/or cost overruns occur with the CSeries, (2) if Moody's
covenant compliance concerns are not addressed in the near term as
part of the company's financing plans or (3) if Moody's expects the
company's adjusted financial leverage to remain above 7.5x.

Issuer: Bombardier Inc.

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-3

  -- Corporate Family Rating, confirmed at B1

  -- Probability of Default Rating, confirmed at B1-PD

  -- Senior Unsecured Regular Bonds/Debentures, confirmed at
     B1/LGD4

Outlook Action:

Issuer: Bombardier Inc.

  -- Outlook, Changed to Negative from Under Review for Downgrade

Issuer: Broward (County of) FL

  -- Senior Unsecured Revenue Bonds, confirmed at B1/LGD4

Issuer: Connecticut Development Authority

  -- Senior Unsecured Revenue Bonds, confirmed at B1/LGD4

Issuer: Dallas-Fort Worth Intl. Airp. Fac. Imp. Corp.

  -- Senior Unsecured Revenue Bonds, confirmed at B1/LGD4

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

Headquartered in Montreal, Quebec, Canada, Bombardier is a globally
diversified manufacturer of business and commercial jets as well as
rail transportation equipment. Annual revenues total roughly $20
billion



BR ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BR Enterprises, a California Partnership
           dba Sunset Hills Subdivision
        400 Redcliff Drive
        Redding, CA 96002

Case No.: 15-21575

Chapter 11 Petition Date: February 27, 2015

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

Judge: Hon. Michael S. McManus

Debtor's Counsel: George C. Hollister, Esq.
                  HOLLISTER LAW CORPORATION
                  655 University Ave #200
                  Sacramento, CA 95825
                  Tel: (916) 488-3400

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Antonio Rodriguez, III, managing
partner.

List of Debtor's three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Redding Bank of Commerce                              $2,600,000
1951 Churn Creek Road
Redding, CA 96002

Antonio Rodriguez III                                   $125,000

Tehama County Dept of Agriculture                           $262


BR ENTERPRISES: Files Bare-Bones Ch. 11 Petition
------------------------------------------------
BR Enterprises, a California Partnership, sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento,
California, on Feb. 27, 2015, without stating a reason.

The Redding, California-based debtor estimated $10 million to $50
million in assets and $1 million to $10 million in debt.

Antonio Rodriguez, III, the managing partner, signed the petition.

The case is assigned to Judge Michael S. McManus.

According to the docket, the deadline for filing claims by
governmental entities is Aug. 26, 2015.

George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as counsel.

A related entity, Shasta Enterprises, sought bankruptcy protection
(Case No. 14-30833) on Oct. 31, 2014.


BT PRIME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: BT Prime Ltd.
        197 Glenwood Street
        c/o George A. Popescu

Case No.: 15-10745

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtor's Counsel: Michael J. Goldberg, Esq.
                  CASNER & EDWARS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: (617) 426-5900
                  Fax: (617) 426-8810
                  Email: goldberg@casneredwards.com

                    - and -
                    
                  A. Davis Whitesell, Esq.
                  CASNER & EDWARDS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: 617-426-5900
                  Email: whitesell@casneredwards.com

Debtor's          John Riihiluoma, Esq.
Special           APPLEBY
Counsel:

Debtor's          Craig R. Jalbert, CIRA
Financial         VERDOLINO & LOWEY, P.C.
Advisor:

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Alex Popescu, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab15-10745.pdf


BUFFALO PARK: Owners Defend Bid to Close Chapter 11 Case
--------------------------------------------------------
Reorganized Debtors Ronald P. Lewis and Carol J. Lewis responded to
the objection of creditor Mutual of Omaha Bank to the motion to
close the bankruptcy case of their business, Buffalo Park
Development Properties, Inc.

The Debtors related that they intend to comply with the provision
of the Plan and the pro rata distribution to Mutual of Omaha, in
account of its general unsecured claim, is scheduled to be paid by
Jan. 31, 2015.

The Reorganized Debtors requested that the case be closed and that
they be allowed to reopen their personal bankruptcy case upon
completion of payments to administrative, priority and general
unsecured creditors under the Plan in order for them to receive
their discharge.

Mutual of Omaha Bank, in its objection, stated that it cannot
ascertain from the monthly reports whether the Debtors are making
the necessary contributions to the Plan or attempting to market and
sell unencumbered properties according to the terms of the Plan.
Additionally, according to Mutual of Omaha Bank, the Debtors failed
to reference nor is creditor aware of any provision in Chapter 11
of the Bankruptcy Code that allows closure of a Chapter 11
bankruptcy case prior to its completion and distribution to
creditors.  The creditor is represented by the Law Firm of John A.
Lobus, P.C.

As reported in the Troubled Company Reporter on Jan. 16, 2015, the
Reorganized Debtors said that they won confirmation of their Plan
of Reorganization on Sept. 24, 2014.  The deposits required by the
Plan, if any, have been distributed in accordance with the
provisions of the Plan.  The Debtors have been making distributions
and payments to creditors and other interested parties pursuant to
the terms of the Plan.

                   About Buffalo Park & Lewises

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. Judge Elizabeth E. Brown
presides over the case.

Formed in 1964, Buffalo Park is a real estate development,
construction, management and sales business.  It has developed and
sold numerous subdivisions and currently has several land
developments in progress.  Buffalo Park owns and operates
community water companies that require a licensed water works
operator and owns a commercial business center.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
filed for protection under Chapter 11 of the Bankruptcy Code on
March 21, 2012.  The Lewises have been investing in, developing
and managing real property for more than 60 years.  Aside from
Buffalo Park, the Lewises have interests in Evergreen Memorial
Park, Inc., Elf Creek Properties, LLC, and Mountain Land
Construction, Co.  The Lewises are represented by attorneys at
Kutner Brinen Garber P.C.

The Bankruptcy Court granted joint administration of the two
estates on July 18, 2013.

On Aug. 30, 2013, the Lewises and Buffalo Park filed a Joint Plan
of Reorganization.  Buffalo Park was unable to reach agreements
with its primary secured lenders CCB and Mutual of Omaha, and has
determined not to proceed with a reorganization Plan.  Rather,
Buffalo Park is proceeding with a sale of its water companies
pursuant to 11 U.S.C. Sec. 363 and has agreed to relief from stay
as to Mutual and possibly CCB.



BURCON NUTRASCIENCE: Uncertainties Cast Going Concern Doubt
-----------------------------------------------------------
Burcon NutraScience Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, disclosing a
net loss of C$1.83 million on C$30,900 of royalty income for the
three months ended Dec. 31, 2014, compared with a net loss of
C$1.54 million on C$23,800 of royalty income for the same period in
the prior year.

The Company's balance sheet at Dec. 31, 2014, showed C$5.89 million
in total assets, C$659,000 in total liabilities, and stockholders'
equity of C$5.23 million.

As at Dec. 31, 2014, the Company had minimal revenues from its
technology, had an accumulated deficit of C$69.44 million and had
relied on equity financings, private placements, rights offerings
and other equity transactions to provide the financing necessary to
undertake its research and development activities.  These
conditions indicate existence of a material uncertainty that casts
substantial doubt about the ability of the Company to meet its
obligations as they become due and, accordingly, its ability to
continue as a going concern, according to the regulatory filing.

A copy of the Form 6-K is available at:
                              
                       http://is.gd/h5lxwr
                          
Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology.  The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.

The Company reported a net loss of C$1.82 million on C$23,700 of
royalty
income for the three months ended Sept. 30, 2014, compared to a net
loss
of C$1.6 million on C$23,500 of royalty income for the same period
in 2013.

The Company's balance sheet at Sept. 30, 2014, showed C$7.43
million in
total assets, C$740,000 in total liabilities and total
stockholders' equity
of C$6.69 million.


CAL DIVE: Files for Ch. 11 with Plans to Sell Non-Core Assets
-------------------------------------------------------------
Cal Dive International, Inc., and its U.S. subsidiaries have filed
simultaneous voluntary petitions in the United States Bankruptcy
Court for the District of Delaware seeking relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code.  

The Company's foreign subsidiaries have not sought bankruptcy
protection and will continue to operate outside of any
reorganization proceedings.  

The Company and its U.S. subsidiaries will continue to operate
their businesses as debtors-in-possession under the jurisdiction of
the Bankruptcy Court.

Through the Chapter 11 process, the Company will sell non-core
assets and intends to reorganize or sell as a going concern its
core subsea contracting business.  During the reorganization
process, the Company and its subsidiaries will continue to operate
in the ordinary course, including completing the existing
construction projects in Mexico for Pemex, and other ongoing diving
and offshore construction projects for its customers worldwide.
The Company anticipates no disruption in its services and its focus
remains on delivering excellent project execution and safety
performance for its customers.

The Company has received a commitment for up to $120.0 million in
debtor-in-possession (DIP) financing from its current first lien
lenders led by Bank of America, which will immediately provide
additional liquidity to continue its operations during the Chapter
11 process.  The DIP financing, which is subject to Court approval,
will provide adequate funds for post-petition supplier and employee
obligations, as well as the Company's ongoing operations needs
during the Chapter 11 process.

Commenting on the filing, Cal Dive's Chairman, President and Chief
Executive Officer, Quinn Hebert, stated, "Our business has
experienced several adverse events that were beyond our control,
and with our current capital structure, we are no longer able to
financially withstand the industry downturn.  In 2014, our
financial performance suffered primarily as a result of delays
caused by the suspension of two large projects, weather disruptions
and delays caused by other contractors.  Because these contracts
contain milestone billing provisions, these delays and suspensions
impeded our ability to invoice and collect payment for work
performed, significantly impairing our liquidity which had already
been reduced by declining industry conditions over the past several
years.  Our efforts to negotiate additional financing to fund
business activities and pursue identified strategic alternatives
were further impeded when oil prices plummeted, creating an
additional, unexpected obstacle to our restructuring efforts. After
considering several alternatives, we felt the Chapter 11 process
was the most effective way to maximize value for our
stakeholders."

Mr. Hebert continued, "We are committed to meeting the challenges
of our industry head on.  By availing ourselves of the Chapter 11
process, we can achieve an orderly restructuring for our business
that has consistently produced competitive results under a more
favorable capital structure."

More information on the Company's Chapter 11 process, including
access to Court documents and other general information about the
Chapter 11 cases, is available at www.caldive.com.

              About Cal Dive International, Inc.

Cal Dive International, Inc., headquartered in Houston, Texas, is a
marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East, and
Europe, with a diversified fleet of dive support vessels and
construction barges.

As reported by the TCR on Jan. 19, 2015, Cal Dive had decided not
to pay approximately $2.2 million in interest due Jan. 15, 2015, on
its 5.00% convertible senior notes due 2017.  Under the terms of
the indenture governing the Notes, the Company has a 30-day grace
period during which it may elect to make the interest payment
without being in default for non-payment.


CHICAGO, IL: Moody's Cuts Rating on $3.4MM 2011A Certs to Ba1
-------------------------------------------------------------
Moody's Investors Services affirmed the Baa3 rating on $6.1 million
of outstanding Certificates of Participation (MetraMarket of
Chicago, LLC Redevelopment Project) Series 2010A.  Moody's also
downgraded to Ba1 from Baa3 the rating on $3.4 million of
outstanding Certificates of Participation (Fullerton/Milwaukee
Redevelopment Project), Series 2011A.  The outlook on the ratings
remains negative.  The COPs are not an obligation of Chicago.

The Baa3 rating on the MetraMarket COPs reflects the moderate
equalized assessed valuation (EAV) of the district as well as
strong debt service coverage provided by pledged revenue despite
declines in the district's incremental EAV.  Pledged revenues
consist of payments by the city on a City Note A issued in 2010 to
finance the MetraMarket redevelopment project.  The COPs are not an
obligation of Chicago, but its payments on the note have been
assigned to the trustee by the developer as security on the COPs.

The Ba1 rating on the Fullerton/Milwaukee COPs reflects a much more
modest EAV that has declined more materially along with pledged
revenue relative to the MetraMarket COPs. Despite the declines in
pledged revenue, debt service coverage remains healthy.  Pledged
revenues consist of payments by the city on a City Note issued in
2011 to finance the Fullerton/Milwaukee redevelopment project.  The
COPs are not an obligation of Chicago, but its payments on the note
have been assigned to the trustee by the developer as security on
the COPs.

The negative outlook reflects Moody's negative outlook on the City
of Chicago, which is responsible for the collection of revenues
that are ultimately pledged to repayment on the COPs.

What could make the ratings go up (or revise the outlook to
stable):

-  Upward movement in Chicago's general obligation rating or
    stabilization of the city's outlook

What could make the ratings go down

- Downward movement in Chicago's general obligation rating

- Changes to existing redevelopment agreements or TIF
   legislation that impairs revenues pledged to debt service on
   the COPs

- Steady declines in incremental equalized assessed valuation
   that reduces revenue pledged to debt service on the COPs

The City of Chicago is not an obligor on the outstanding COPs.  The
profile of the TIF districts that generate revenue for each of the
COPs is described above.

The Series 2010A and Series 2011A COPs are secured by city payments
on notes issued to assist development efforts outlined in
redevelopment agreements executed by the city.  The city's note
payments, which have been assigned to the respective COPs trustees,
are secured by TIF revenues generated within certain tax increment
areas of the city, but subordinate to specific priority payments
outlined in the respective financing documents.

The tax increment revenue COPs ratings were reviewed by evaluating
factors believed to be relevant to the credit profile of the issuer
such as i) the business risk and competitive position of the issuer
versus others within its industry or sector, ii) the capital
structure and financial risk of the issuer, iii) the projected
performance of the issuer over the near to intermediate term, iv)
the issuer's history of achieving consistent operating performance
and meeting budget or financial plan goals, v) the nature of the
dedicated revenue stream pledged to the bonds, vi) the debt service
coverage provided by such revenue stream, vii) the legal structure
that documents the revenue stream and the source of payment, and
viii) the issuer's management and governance structure related to
payment.


CHINA BAK: Posts $17.4M Profit in Dec. 31 Quarter
-------------------------------------------------
China BAK Battery, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
net profit of US$17.4 million on US$3.08 million of net revenues
for the three months ended Dec. 31, 2014, compared with a net loss
of US$5.28 million on US$41.2 million of net revenues for the same
period in 2013.

The Company's balance sheet at Dec. 31, 2014, showed US$44.5
million in total assets, US$31.59 million in total liabilities and
total stockholders' equity of US$12.91 million.

The Company had a working capital deficiency, accumulated deficit
from recurring net losses incurred for prior years and short-term
debt obligations as of Sept. 30, 2014 and Dec. 31, 2014.  These
factors raise substantial doubts about the Company's ability to
continue as a going concern, according to the regulatory filing.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/3FMmSx
                          
China BAK Battery conducted business through BAK International
Limited and its subsidiaries that produced prismatic cells,
cylindrical cells, lithium polymer cells and high power lithium
batters.  The BAK International business was foreclosed on
June 30, 2014.  Consequently, China BAK is looking to develop,
manufacture and sell energy high power lithium batteries primarily
for electric vehicles when its Dalian, China manufacturing
facilities start to operate in the first quarter of 2015.

Crowe Horwath (HK) CPA Limited expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has net liabilities, a working capital deficiency,
accumulated deficit from recurring net losses and significant
short-term debt obligations maturing in less than one year as of
Sept. 30, 2014.

The Company reported net income of US$37.8 million on US$123
million of net revenues for the fiscal year ended Sept. 30, 2014,
compared with a net loss of US$116 million on US$186 million of
net revenues in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed US$44.0
million in total assets, US$48.3 million in total liabilities, and
a stockholders' deficit of US$4.33 million.


CHINA GERUI: Receives Nasdaq Listing Non-Compliance Notice
----------------------------------------------------------
China Gerui Advanced Materials Group Limited, a high- precision,
cold-rolled steel producer in China, on March 2 disclosed that on
Feb. 24, 2015, it received a written notice from the Listing
Qualifications department of The Nasdaq Stock Market indicating
that the Company is not in compliance with the Nasdaq Listing Rule
5450(b)(1)(c) because the market value of publicly held shares
("MVPHS") of the Company's ordinary shares has fallen below the
minimum $5,000,000 requirement for continued listing for a period
of at least 30 consecutive business days.  However, the Nasdaq
Listing Rules also provides the Company a compliance period of 180
calendar days, or until Aug. 24, 2015, to regain compliance.  If at
any time before Aug. 24, 2015, the MVPHS of the Company's ordinary
shares is $5,000,000 for a minimum of 10 consecutive business days,
the Company will regain compliance with this rule.

In the event the Company does not regain compliance with the Nasdaq
Rules prior to the expiration of the 180-day compliance period, it
will receive written notification from Nasdaq that the Company's
ordinary shares are subject to delisting.  

Alternatively, Nasdaq may permit the Company to transfer its
ordinary shares to The Nasdaq Capital Market if, at that time, the
Company satisfies the Nasdaq Capital Market's continued listing
requirements.

At present, China Gerui will strategically review its business
outlook and determine whether and how it can regain compliance
during the initial 180 day compliance period and will actively
monitor its performance with respect to the listing standards.  The
Notice has no immediate effect at this time on the listing of the
Company's ordinary shares and will continue to trade on the Nasdaq
Global Select Market under the ticker symbol "CHOP."

            About China Gerui Advanced Materials Group

China Gerui Advanced Materials Group Limited --
http://www.geruigroup.com/-- is a niche and high value-added steel
processing company in China.  The Company produces high-end,
high-precision, ultra-thin, high- strength, cold-rolled steel
products that are characterized by stringent performance and
specification requirements that mandate a high degree of
manufacturing and engineering expertise.  China Gerui's products
are not standardized commodity products.  Instead, they are
tailored to customers' requirements and subsequently incorporated
into products manufactured for various applications.  The Company
sells its products to domestic Chinese customers in a diverse range
of industries, including the food and industrial packaging,
construction and household decorations materials, electrical
appliances, and telecommunications wires and cables.



CHRISTIAN RELIEF: S&P Affirms B Rating on IX-A 1995 Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B (sf)' and
'B- (sf)' ratings on Wichita, Kan.'s (Brentwood Apartments project)
series IX-A 1995 and IX-B 1995 multifamily housing revenue bonds,
respectively, issued for Christian Relief Services. The ratings are
also removed from CreditWatch, where they were placed with negative
implications on Nov. 14, 2014.  The outlook is stable.

The Nov. 14, 2014, CreditWatch placement followed Standard & Poor's
repeated attempts to obtain timely information of satisfactory
quality to maintain its ratings on the securities, in accordance
with the ratings service's applicable criteria and policies.
Subsequent to the CreditWatch placement, Standard & Poor's received
the information needed to conduct the review, in accordance with
its criteria.

"Although the project demonstrates a weak financial profile and a
dependence on affiliates to meet its financial obligations,
coverage is sufficient, in our view, to support the current
ratings," said Standard & Poor's credit analyst Stephanie Morgan.
"However, a continued rise in project expenses, significant or
consistent declines in net operating income, or a decline in
occupancy below 90% without a corresponding increase in revenues
would stress coverage, in turn adversely affecting the issues'
performance and credit quality and potentially leading to a
negative rating action.  Conversely, significant improvement in
operating performance and occupancy may prompt a positive rating
action or outlook revision."

Brentwood Apartments is a 169-unit rental housing project located
in Wichita.



CIRCUIT CITY: Settles LCD Price-Fixing Dispute with AUO
-------------------------------------------------------
Law360 reported that AU Optronics Corp. and the bankruptcy trustee
of Circuit City Stores Inc. have agreed to settle the former
retailer's antitrust claims in multidistrict litigation that AUO
conspired to fix the prices of liquid crystal display panels.

According to the report, U.S. District Judge Susan Illston of
California's Northern District issued an order vacating a hearing
and denied a motion by AUO to continue the trial date as moot.

The case is Siegel v. AU Optronics Corporation et al., Case No.
3:10-cv-05625 (N.D. Cal.).

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty   
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.  The Debtors disclosed total assets of
$3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CLARENCE GOMERY: Atty Suspended For Trying to Have Rival Killed
---------------------------------------------------------------
Law360 reported that the State of Michigan Attorney Discipline
Board suspended attorney Clarence Gomery's law license after he
pleaded guilty to hiring someone to murder an attorney representing
Gomery's former client, who sued seeking repayment of a debt after
Gomery filed for Chapter 13 bankruptcy.

According to the report, Gomery pleaded guilty Feb. 6 to one felony
count of solicitation of murder, triggering the automatic
suspension of his license.  He sought the killing of attorney
Christopher Cooke of Cooke Law PLLC, who represents Fred A. Topous,
the report said.


CONGREGATION BIRCHOS YOSEF: NY Synagogue Files Ch.11 After Default
------------------------------------------------------------------
Monsey, New York-based synagogue, Congregation Birchos Yosef,
commenced Chapter 11 bankruptcy proceedings to fend off foreclosure
by its secured lender, TD Bank, N.A.

The Debtor intends to file a plan of reorganization subsequent to a
resolution of the issues and disputes concerning the Debtor's
properties and the amounts owed to TD Bank.

"I believe that under the supervision of the Bankruptcy Court, the
Debtor will be able to pay its creditors substantially more than
they would receive if the Debtor went through a forced Chapter 7
liquidation," Breindy Lebovitz, the vice president, explained in a
court filing.

The Debtor is the owner of these real properties:

     Street Address             Property Use
     --------------             ------------
   900 Route 45
   Spring Valley, NY       Religious Girl's School

   906 Route 45
   Spring Valley, NY       Single-Family Residential (Unoccupied)

   4 Milton Place
   Spring Valley, NY       Parking Lot for Synagogue Members

   6 Milton Place
   Spring Valley, NY       Three-Story Synagogue

   78 South Main Street
   Spring Valley, NY       School for Special Needs Children

   201 Route 306
   Monsey, NY              Yeshiva

   18 Ellish Parkway
   Spring Valley, NY       Single-Family Residential (Occupied)

   53 Decatur Avenue
   Spring Valley, NY       Residential Building Used in
                           Furtherance of Congregation Matters

   39 Saddle River Road
   Monsey, NY              Two-Family Residential (Occupied Month-
                           To-Month)

The Debtor's by-laws provide for the lease or sale of any of the
Properties only upon the approval of two-thirds of Synagogues
membership and the unanimous approval of the Debtor's Board of
Trustees.

Led by Rabbi Joseph Lebovits, the Debtor has six employees.

The amount that the Debtor estimates to be paid for services during
the 30-day following the Petition Date to its officers is $0.  The
Debtor's gross income during the 30-day period following the
Petition date is expected to total $22,000. The Debtor's expenses
and disbursements (including payroll) for the same period is
expected to total $20,500.

                        Road to Bankruptcy

Mr. Lebovitz, the vice president, explains that the Debtor's
Chapter 11 filing was precipitated by certain alleged wrongful
actions of the Debtor's former Board of Trustees which ultimately
resulted in the Debtor's monetary payment defaults to its secured
lender (i.e., TD Bank, N.A.) and the scheduling of a foreclosure
sale of the Properties for Feb. 27, 2015.  Specifically, in 2011,
the three former members of the Board of Trustees caused the Debtor
to borrow amounts totaling $4,800,000 from Harvey Klein to purchase
two of the Properties located at 900 Route 45 and 906 Route 45
(together, the "Route 45 Properties").

The loan was secured by a mortgage against the Route 45 Properties.
The total purchase price for those Properties was approximately
$6,000,000.  The former Board of Trustees subsequently permitted
the Debtor to default on its payment obligations to Harvey Klein
resulting in his commencement of an action against the Debtor in
the Supreme Court of the State of New York, County of Rockland,
seeking to foreclose upon the mortgages granted to him against the
Route 45 Properties (Index No. 30589/2011).

In January 2012, the former Board of Trustees caused the Debtor to
borrow funds from TD Bank.  The bank subsequently satisfied and
took an assignment of Harvey Klein's mortgage against the Route 45
Properties, the balance of which, at that time, totaled only
$3,500,000.  As part of that loan transaction with TD Bank, the
Board of Trustees cross-collateralized the loan by way of mortgages
against all of the Properties.

Shortly after consummating the refinancing with TD Bank, the former
Board of Trustees allowed the Debtor to default once again (having
failed to pay the monthly payment due on Dec. 1, 2012 and each
month thereafter) resulting in the commencement of a foreclosure
action by TD Bank in the State Supreme Court on Feb. 22, 2013
(Index No. 30988/2013).

Apparently in response, the former Board of Trustees decided to
sell the Properties located at 4 Milton Place, 78 South Main Street
and 201 Route 306 in order to partially pay down the secured
obligations owed to TD Bank.

In September 2013, and upon learning of the foregoing events, the
members of the Debtor commenced an action in the State Supreme
Court (Index No. 34853/2013) against the Debtor and the former
Trustees (among others) seeking, among other relief, to remove the
former Trustees from authority and to declare null and void any
contracts of sale purported to be entered into by the Debtor
concerning any of the Properties as having been entered into in
violation of the Debtor's By-Laws and without full disclosure to
the Debtor's members and for amounts less than their fair market
values.

On or about Nov. 7, 2013, the former Trustees agreed to resign from
the Board of Trustees subject to the execution and exchange of a
mutually agreeable resignation agreement.  The former Trustees also
agreed not to take any further actions relating to any of the
Properties until a new Board of Trustees could step in. The
resignation agreement was signed on Nov. 15, 2013.

However, much to the surprise of the new incoming Trustees, it was
subsequently discovered that the former Trustees had
surreptitiously signed and recorded a two-page "Memorandum of
Lease" for the girls' school at the 900 Route 45 building dated
Oct. 17, 2013 (and not recorded until Nov. 18, 2013 thereby
precluding its discovery until after the former Trustees had
resigned) leasing the premises to Bais Chinuch L'Bonois, Inc.
("Bais Chinuch").  The Memorandum of Lease purported to provide for
a four-year lease term at the rate of $1.00 per year.

It was also discovered that the same former Trustees, in
furtherance of their ambitions, had also signed a Deed dated Nov.
17, 2013 transferring the Route 45 Properties to Bais Chinuch for
$10.  The Deed was recorded on Nov. 18, 2013 and no transfer taxes
were paid.

The new Board of Trustees believe that the actions of the former
Trustees constituted a misguided and ill-conceived attempt to
secretly wrest away control of the Properties from the Debtor which
was implemented by borrowing monies from TD Bank, securing said
borrowings with mortgages on all of the Properties which were
otherwise unencumbered and then causing the Debtor to promptly
default on the loans in the hopes of purchasing multiple Properties
themselves when offered at foreclosure sales.

On Dec. 31, 2013, the Debtor commenced an action in the State
Supreme Court (Index No. 36561/13) against Bais Chinuch seeking to
set aside the fraudulent deed and fraudulent lease relating to the
Route 45 Properties on the basis that they were made in violation
of: (a) Sec. 12 of the New York Religious Corporation Law; (b) Sec.
509 and 511 of the New York Not For Profit Law; and/or (c) the
Debtor's By-Laws described above. Ultimately, on Aug. 19, 2014,
Bais Chinuch consented to set aside the Deed but refused to set
aside the lease agreement.  On Jan. 14, 2015, the Debtor filed a
motion with the State Supreme Court seeking the entry of summary
judgment in its favor declaring the lease to be of no legal force
or effect, to dismiss Bais Chinuch's counterclaim for the
imposition of a constructive trust, and for an award of sanctions.

In response to the Debtor's summary judgment motion, Bais Chinuch
allegedly fired its counsel and sought additional time to respond
to the Debtor's motion.  After hearing oral argument on Bais
Chinuch's counsel's motion to be relieved as counsel, the State
Supreme Court adjourned the submission date on the Debtor's summary
judgment motion for one week and directed that Bais Chinuch appear
by new counsel.  New counsel subsequently appeared for Bais
Chinuch, however said counsel insisted that he needed until Feb.
18, 2015 to prepare and file opposition papers or he would have to
decline the representation.  Ultimately, incoming counsel's request
was granted and all pleadings would be deemed submitted for
decision on Feb. 27, 2015, the same date set for the foreclosure
sale of the Properties.

Unfortunately, in furtherance of their scheme to enrich themselves
at the expense of the Debtor and its members, the former Trustees
had apparently also entered into negotiations to sell the 78 South
Main Street property.  The former Trustees had signed a contract of
sale dated June 13, 2013 purportedly on behalf of the Debtor to
sell that property for $1,200,000.

At the time that said contract was executed, the property was
leased to a school for special needs children (i.e., Hamaspik of
Rockland County, Inc.).  The school had been leasing the property
from the Debtor since 2007.  It was the buyer's (i.e., Hawaii
Properties LLC) intent to continue the existing lease with the
school.  Although the Debtor has stopped the sale from closing, the
buyer and the school commenced an action against the Debtor seeking
to enforce the contract of sale and the school has withheld making
any rent payments to the Debtor.

As a result of these and other improper actions of the former
Trustees of the Debtor, the Debtor has been unable to collect any
rent or to otherwise exploit the Properties so as to make any
payments to TD Bank.  While the foregoing events transpired, TD
Bank pressed ahead with its foreclosure action.  In this regard, a
Judgment of Foreclosure and Sale was entered on Dec. 9, 2014.  A
foreclosure sale of the Properties was ultimately scheduled to be
held on Feb. 27, 2015.  

Upon consultation with counsel, the Debtor ultimately decided that
it had no other option but to seek relief under chapter 11 of the
Bankruptcy Code so as to stay the foreclosure sale of the
Properties while pursuing its rights and remedies concerning said
Properties and in the hopes of obtaining financing sufficient to
resolve the obligations owed to TD Bank.

                 About Congregation Birchos Yosef

Congregation Birchos Yosef is a religious corporation which was
formed on Jan. 16, 1985 for the purposes of creating and
maintaining a "House of Worship" in accordance with the traditions
of the Hebrew faith and to serve and advance the affairs of the
surrounding community under the leadership of the Grand Rebbe of
Nikolsburg.  Its principal office is located at 201 Route 306,
Monsey, New York.  It has real properties located in Spring Valley
and Monsey, New York.

Congregation Birchos Yosef sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26,
2015.

The Debtor tapped Douglas J. Pick, Esq., at Pick & Zabicki LLP, in
New York, as counsel.

The Debtor estimated assets and debt of $10 million to $50 million.
The official schedules of assets and liabilities are due March 12,
2015.

The Chapter 11 plan and disclosure statement are due by June 26,
2015.


CRAIG HOSPITAL AUTHORITY: Hospital Operator Files Chapter 9
-----------------------------------------------------------
Craig County Hospital Authority sought bankruptcy protection last
week, without stating a reason.

The Authority operates the Craig General Hospital, an independent,
non-profit hospital.  Craig General Hospital --
http://www.craiggeneralhospital.com/-- is a 62-bed hospital in
Vinita, Oklahoma, with additional clinics throughout northeastern
Oklahoma.  The Authority's board is appointed by the Craig County
Commissioners.

The hospital is located on a piece of the homestead of Mr. and Mrs.
W. F. Friend, who donated the land in the early 1960s.  The
hospital facility is owned by Craig County and leased to the Craig
County Hospital Authority.  

In November 2014, the trustees of the Authority voted unanimously
to seek Chapter 9 bankruptcy protection to allow it to reorganize
its finances.

Craig County Hospital Authority filed a bankruptcy petition under
Chapter 9 of the Bankruptcy Code (Bankr. N.D. Okla. Case No.
15-10277) in Tulsa, Oklahoma, on Feb. 25, 2015.

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

The Debtor tapped Mark A. Craige, Esq., and Michael Robert
Pacewicz, Esq., at Crowe & Dunlevy, in Tulsa, serves as counsel.


CROSSFOOT ENERGY: Prosperity Bank Consents Cash Use Until June 15
-----------------------------------------------------------------
U.S. Bankruptcy Judge Russell F. Nelms signed off an agreed order
between debtors Crossfoot Energy, LLC, et al., and lender
Prosperity Bank modifying the automatic stay and providing for the
Debtors' continued use of cash collateral until June 15, 2015.

The Debtors owe Prosperity Bank, as successor-by-merger to the F&M
Bank & Trust Company, an amount not less than $12.2 million, and
agree that Prosperity Bank, has valid liens as alleged in the
Bank's objection to the Debtors' cash collateral motion.

Pursuant to the agreed order, Prosperity Bank is granted perfected
first priority security interest in and lien on the DIP operating
account and all deposits therein, together will all funds in any
disbursement accounts.  The agreement also provides that the
Debtors, through SSG Capital, will immediately market the
collateral for sale or market the Debtors' company to financial
investors.  The automatic stay is modified to allow Prosperity Bank
to take all actions necessary under applicable non-bankruptcy law
to post the collateral for a July 2015 foreclosure.

As reported in the Troubled Company Reporter on Jan. 12, 2015, the
Debtors in their cash collateral motion said their business
operations require that they have to use cash collateral to
preserve the assets of their estate, enable operations to continue,
and prevent immediate and irreparable harm to their business
operations.

The Debtors promised and agreed to repay the bank all amounts
advanced thereunder, together with interest and other amounts owing
by them to the bank according to the terms of the parties' loan
agreement.  Under the agreement, the bank provided the Debtor with
a revolving loan in an initial maximum principal amount of
$20,000,000.  Additionally, the Debtors executed and delivered to
the bank:

  a) a revolving promissory noted dated Aug. 9, 2012, in the
     maximum principal amount of $20,000,000;

  b) a revolving promissory noted dated March 22, 2013, in the
     maximum principal amount of $20,000,000;

  c) a term promissory noted dated March 22, 2013, in the
     maximum amount of $700,000;

  d) a promissory note dated Aug. 29, 2014, in the maximum
     principal amount of $1,848,719; and

  e) a promissory noted dated Aug. 29, 2013, in the maximum
     amount of $618,000.

At the Debtors' request, the bank agreed to consolidate and restate
the notes as set forth in a consolidated and restated promissory
note dated May 31, 2014, in the original principal amount of
$12,099,144.  The Debtors promised to pay the bank the amounts set
forth in the restated note.

                      About CrossFoot Energy

Based in Fort Worth, Texas, with a field office in Midland, Texas,
CrossFoot Energy, LLC, and its affiliates operate an oil and gas
company focused on the acquisition and improvement of lower-risk,
long live proven reserves.  CrossFoot's primary production occurs
out of the Siluro-Devonian formation with significant additional
shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian formations.

CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth, Texas
on Nov. 20, 2014.  The case is assigned to Judge Russell F. Nelms.
Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth,
Texas, serves as counsel to the Debtors.  As of the Petition Date,
secured creditor Prosperity Bank is owed
$12.1 million.



CRYSTAL CATHEDRAL: Founder Asks High Court to Resurrect $5M Claim
-----------------------------------------------------------------
Law360 reported that California megachurch founder Robert H.
Schuller has asked the U.S. Supreme Court to allow his $5 million
compensation claim in the bankruptcy of Crystal Cathedral
Ministries, saying lower courts have wrongfully interpreted his
retirement agreement as an employment contract.

According to the report, Mr. Schuller, who founded the church in
the 1950s and later became well known as the host of the popular
Christian televangelist show "Hour of Power," said the majority of
a split Ninth Circuit panel erroneously found that he was only
entitled to a general unsecured claim.

As previously reported by The Troubled Company Reporter, the Ninth
Circuit denied Mr. Schuller's $5 million compensation claim in the
church's bankruptcy, ruling he was entitled to only one-year's
compensation under an employment agreement written when he stepped
down as senior pastor.  Upholding a California federal judge's
affirmation of a bankruptcy court's November 2012 decision that
Schuller was only entitled to $600,000, the appeals court held in
a split decision that he was an employee, and therefore the
parties' "transition agreement" amounted to an employment
contract.

The case is In re: Crystal Cathedral Ministries, et al v. Karen
Naylor, et al., Case No. 13-56039 (9th Cir.).

                      About Crystal Cathedral

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, was the preferred buyer as
far as the church members are concerned, because Chapman would
allow the ministry to continue to use the main buildings on the
premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.  Chapman
raised its bid to $59 million, but the Crystal Cathedral board
still chose the Diocese.


CYGAM ENERGY: Explores Strategic Alternatives
---------------------------------------------
CYGAM Energy Inc. on March 2 disclosed that it is its current
intention not to file its audited annual financial statements for
the year ending Dec. 31, 2014, related management's discussion &
analysis, certifications of annual filings or its statement of
reserves data and other oil and gas information for the year ending
Dec. 31, 2014 within the time period prescribed by securities
regulation given the Company's current financial condition.  If the
filings are not made within the prescribed time period, the
applicable securities commissions and regulators will issue orders
prohibiting all trading in Cygam securities.  Also, it is likely
the TSX Venture Exchange will commence a listing review of the
Company's common shares resulting in the delisting of such
securities.

The Company also disclosed that its Board of Directors has
appointed a special committee comprised of independent directors to
continue the process to identify, examine and implement strategic
alternatives available to the Company.  Strategic alternatives may
include, but are not limited to, the sale of the Company or all or
a portion of its assets, winding down unprofitable operations,
proceedings under the Bankruptcy and Insolvency Act, debt
restructuring or any combination thereof. Given the Company's
available cash on hand, a financial advisor has not been retained
to assist with this process.

As previously disclosed in the interim financial statements for the
period ended Sept. 30, 2014, and given the Company's current
financial condition and available cash on hand, material
uncertainty exists as to the Company's ability to operate as a
going concern.

It is the Company's current intention not to disclose developments
with respect to the strategic review process until the Board of
Directors has approved a specific transaction or otherwise
determines that disclosure is necessary or appropriate.  The
Company cautions that there are no assurances that the process will
result in a transaction or, if a transaction is undertaken, the
terms or timing of such a transaction.  Trading in the securities
of the Company should be considered highly speculative.

CYGAM Energy Inc. -- http://www.cygamenergy.com/-- is a  
Canada-based exploration company.  The Company has crude oil
production from the TT Field in the Bir Ben Tartar (BBT)
Concession, onshore Tunisia, plus numerous exploration concessions
in Italy and Tunisia.  The main focus of the Corporation is the
acquisition, exploration and development of international oil and
gas permits, primarily in Italy and Tunisia.  The Company currently
holds various interests in five exploratory permits in Italy plus
two exploratory permits and the BBT production concession in
Tunisia, which together encompass a total of approximately 1.4
million gross acres.  The five projects in Italy are B.R268.RG
(Elsa) Permit, Montalbano Permit, Posta Nuova and Masseria
Montarozzo Permits, Colle della Guardia Permit and Scarpizzolo
Permit.  In Tunisia, the projects are Bazma Permit, Sud Tozeur
Permit and the Sud Remada Permit.


DORAL BANK: FDIC Accepts BPPR's Bid for Mortgage Servicing Rights
-----------------------------------------------------------------
Popular, Inc., on March 2 disclosed that the Federal Deposit
Insurance Corporation, as Receiver of Doral Bank, had accepted
Banco Popular de Puerto Rico's ("BPPR") bid for the purchase of the
mortgage servicing rights on three pools of residential mortgage
loans serviced for Ginnie Mae, Fannie Mae and Freddie Mac with a
total unpaid principal balance of approximately $5.0 billion as of
December 31, 2014.  The mortgage servicing rights were auctioned
separately from the remainder of the assets and liabilities of
Doral Bank.

The purchase price for the mortgage servicing rights is estimated
to be approximately $48.6 million, or 0.97% of the total unpaid
principal balance as of December 31, 2014.

The transfers of the mortgage servicing rights are subject to a
number of specified closing conditions, including the consent of
each of Ginnie Mae, Fannie Mae and Freddie Mac in a form acceptable
to BPPR, and other customary closing conditions.

The transfers are expected to close within the next 60 days,
subject to the conditions described above.

                      About Doral Financial

Doral Financial is the holding company for Puerto Rico's
second-largest lender.  Through its subsidiaries, Doral is engaged
in retail banking activities in Puerto Rico and the United States.

Doral has been in a legal dispute with the commonwealth's treasury
department over whether it is entitled to a $229.9 million tax
refund.  In October 2014 a judge in San Juan, Puerto, ruled in
favor of Doral.

On Feb. 27, 2015, Doral Bank, San Juan, PR was closed by the
Commissioner of Financial Institutions of Puerto Rico, and the
Federal Deposit Insurance Corporation (FDIC) was named Receiver.
As of Dec. 31, 2014, Doral Bank, which had 26 branched in Puerto
Rico, had approximately $5.9 billion in total assets and $4.1
billion in total deposits.  All deposit accounts, including
brokered deposits have been transferred to Banco Popular de Puerto
Rico.

                         *     *     *

The Troubled Company Reporter, on Dec. 3, 2014, reported that
Standard & Poor's Ratings Services said that it suspended the 'CC'
issuer credit rating of Doral.  The ratings were placed on
CreditWatch with negative implications on May 6, 2014.  "Our
suspension of the ratings on Doral reflects a lack of information
to satisfactorily assess the company and make a well-informed
ratings decision," said Standard & Poor's credit analyst Sunsierre
Newsome.



DYCOM INDUSTRIES: Moody's Says Ba2 CFR Unaffected by ShareBuyback
-----------------------------------------------------------------
Moody's Investors Service said that Dycom Industries, Inc.'s recent
announcement that its Board of Directors authorized a $40 million
share repurchase program will not impact its Ba2 Corporate Family
rating (CFR), SGL-1 Speculative Grade Liquidity rating or the
stable outlook.

Dycom Industries, Inc., located in Palm Beach Gardens, Florida, is
a leading provider of specialty contracting services in North
America.  Dycom provides engineering, construction and maintenance
services that assist telecommunication and cable television
providers expand and monitor their network infrastructure in a cost
effective manner.  The company also provides underground locating
services for telephone, cable, power, gas, water, and sewer
utilities.  Dycom generated contract revenues approximating $1.9
billion for the twelve months ended Jan. 24, 2015.  The ratings of
OODFL are constrained by the differing uptime performance among its
4-asset portfolio with ODN1 and Tay IV lagging behind, posing
pressure on the issuer's ability to service debt.  The ratings are
further constrained by a relatively large net balloon payment at
debt maturity, which is somewhat offset by a relatively low
re-contracting risk given average chartered daily rates
significantly below market daily rates.

The principal methodology used in these ratings was Generic Project
Finance Methodology published in December 2010.


E&E INVESTMENT: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: E&E Investment Group, LLC
        101 A Research Drive
        Hampton, VA 23666-1340

Case No.: 15-50249

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: 757-333-4500
                  Fax: 757-333-4501
                  Email: kcrowley@clrbfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ernest Green, Jr., manager.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb15-50249.pdf


E*TRADE FINANCIAL: Moody's Ups Issuer & Sr. Debt Ratings to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded E*TRADE Financial Corporation's
senior debt rating to Ba2 from Ba3, following its announcement that
it will reduce its holding company debt load by a net $340 million.
At the same time, Moody's affirmed E*TRADE Bank's (Ba1 deposits)
ratings.  The rating outlook is positive for both ETFC and E*TRADE
Bank.

Moody's has taken the following rating actions, which concludes
Moody's review for upgrade of ETFC's ratings that was initiated on
Jan. 23, 2015:

E*TRADE Financial Corporation (ETFC)

  -- Issuer rating, upgraded to Ba2 from Ba3

  -- Senior unsecured rating, upgraded to Ba2 from Ba3

  -- Senior unsecured shelf rating, upgraded to (P)Ba2 from
     (P)Ba3

  -- Subordinated shelf rating, upgraded to (P)Ba3 from (P)B1

  -- Preferred shelf rating, upgraded to (P)B1 from (P)B2

  -- Preferred shelf non-cumulative rating, upgraded to (P)B2
     from (P)B3

  -- Outlook, Positive

E*TRADE Bank

  -- Long-term bank deposit rating, affirmed at Ba1

  -- Short-term bank deposit rating, affirmed at not-prime

  -- Long-term bank other senior obligations (OSO) rating,
     affirmed at Ba2

  -- Short-term bank other senior obligations (OSO) rating,
     affirmed at not-prime

  -- Bank financial strength rating, affirmed at D+, which maps
     to ba1 baseline credit assessment

  -- Issuer rating, affirmed at Ba2

  -- Outlook, changed to Positive from Stable

Moody's said the debt reduction would improve ETFC's debt service
capacity, representing another significant milestone in a series of
clear demonstrations of the company's successful efforts to improve
its credit profile.  ETFC intends to utilize approximately $432
million of corporate cash, along with approximately $460 million
from the issuance of new 2023 senior notes, to redeem all of its
outstanding $800 million 6.375% 2019 senior notes and to pay
related redemption premiums.  The transactions will improve ETFC's
pro-forma debt/EBITDA to 1.6x, from 2.0x for 2014, improve its debt
maturity schedule, and will significantly reduce its ongoing
interest expense.

Upward rating momentum for ETFC and E*TRADE Bank will depend upon
the quality and stability of earnings, the outcome of the bank's
continuing efforts to manage asset quality challenges, the fruition
of management's decision-making process on capital utilization, and
developments in the company's strategic direction.

ETFC's and E*TRADE Bank's ratings could be downgraded should either
entity demonstrate a significantly increased risk appetite.  A
significant deterioration in the performance of the loan portfolio
exposures would also be viewed negatively, particularly for the
ratings of E*TRADE Bank.  Also, a significant deterioration in
franchise value, via a security breach of customer accounts, a
sustained service outage, or a significant legal or compliance
issue, could result in a downgrade.

The methodologies used in these ratings were Global Securities
Industry Methodology published in May 2013, and Global Banks
published in July 2014.


E*TRADE FINANCIAL: S&P Raises Longterm Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
ratings on E*TRADE Financial Corp. and E*TRADE Bank by one notch,
to 'BB-' and 'BB+', respectively.  The outlook on both entities is
positive.  S&P also affirmed the short-term rating on E*TRADE Bank
at 'B'.

"The upgrade reflects the improvement in funding and liquidity at
E*Trade's holding company following debt refinancing and regulatory
approval to transfer the two broker-dealers entities (E*Trade
Securities and E*Trade Clearing) out of E*TRADE bank," said
Standard & Poor's credit analyst Robert Hoban.

On Jan. 22, 2015, E*Trade announced that it received regulatory
approval to move E*Trade Securities and E*Trade Clearing out from
E*TRADE Bank during 2015.  Since regulatory capital requirements
for the broker-dealers are lower than for the bank (everything else
being equal), this freed up $430 million of regulatory capital that
has since been paid to the holding company. On March 2, E*Trade
announced it will use the $430 million as well as the proceeds of a
new $460 million note, maturing in 2023, to retire $800 million
6.375% senior notes due in 2019.  Corporate debt, which totaled
$1.4 billion right before the transaction, will therefore decline
to a little over $1 billion.  The transaction pushes the next debt
maturity to 2022, when a $540 million 5.375% senior note comes
due.

With the two broker-dealers out of the bank (E*Trade Securities
moved in February and E*Trade Clearing will move later during the
year), financial flexibility for the parent increases structurally,
in S&P's view.  This is because the company no longer needs the
approval of the Office of the Comptroller of the Currency (OCC) to
send excess cash generated at the broker level to the holding
entity, where the rated debt resides.  It still needs OCC approval,
though, to send excess cash from the bank subsidiary level to the
holding company.  Therefore, S&P revised its assessment of
E*Trade's liquidity to "adequate-low" from "moderate," in
accordance with S&P's criteria.

S&P could raise the ratings if the company keeps improving its core
profitability metrics on a sustainable basis while containing
likely rising credit costs on the legacy mortgage portfolio.  S&P
could also raise the rating if banking regulators lift the
Memorandum of Understanding and allow E*Trade Bank to pay dividends
to the holding company without requiring prior regulatory approval.


Conversely, S&P could revise the outlook to stable if E*Trade's
capital position deteriorates unexpectedly.  This could happen if
costs on the legacy portfolio exceed S&P's expectations or if an
aggressive capital policy in terms of dividends or share buy-backs
were to push the risk-adjusted capital ratio below 10%.



EMORAL INC: Coverage Row Stays in Bankruptcy Court
--------------------------------------------------
Law360 reported that a New Jersey federal judge denied a bid by the
trustee of a bankrupt company that produced and distributed
diacetyl, a chemical linked to "popcorn lung," to transfer a
dispute over insurance coverage for diacetyl exposure suits from
bankruptcy court to district court.

According to the report, U.S. District Judge Madeline Cox Arleo
ruled that Emoral Inc.'s bid to move Continental Insurance Co. and
Continental Casualty Co.'s request for a declaration of the
insurers' rights and responsibilities regarding liability in the
diacetyl suits from the bankruptcy court failed.

The case is THE CONTINENTAL INSURANCE COMPANY et al v. STANZIALE et
al., Case No. 2:13-cv-05933 (D.N.J.).


ESSEX OIL: Opts to Terminate Oil & Gas Operations
-------------------------------------------------
China Gerui Advanced Materials Group Limited, a high-precision,
cold-rolled steel producer in China, on March 2 disclosed that on
Feb. 24, 2015, it received a written notice from the Listing
Qualifications department of The Nasdaq Stock Market indicating
that the Company is not in compliance with the Nasdaq Listing Rule
5450(b)(1)(c) because the market value of publicly held shares
("MVPHS") of the Company's ordinary shares has fallen below the
minimum $5,000,000 requirement for continued listing for a period
of at least 30 consecutive business days.  However, the Nasdaq
Listing Rules also provides the Company a compliance period of 180
calendar days, or until Aug. 24, 2015, to regain compliance.  If at
any time before Aug. 24, 2015, the MVPHS of the Company's ordinary
shares is $5,000,000 for a minimum of 10 consecutive business days,
the Company will regain compliance with this rule.

In the event the Company does not regain compliance with the Nasdaq
Rules prior to the expiration of the 180-day compliance period, it
will receive written notification from Nasdaq that the Company's
ordinary shares are subject to delisting.  

Alternatively, Nasdaq may permit the Company to transfer its
ordinary shares to The Nasdaq Capital Market if, at that time, the
Company satisfies the Nasdaq Capital Market's continued listing
requirements.

At present, China Gerui will strategically review its business
outlook and determine whether and how it can regain compliance
during the initial 180 day compliance period and will actively
monitor its performance with respect to the listing standards.  The
Notice has no immediate effect at this time on the listing of the
Company's ordinary shares and will continue to trade on the Nasdaq
Global Select Market under the ticker symbol "CHOP."

               About China Gerui Advanced Materials

China Gerui Advanced Materials Group Limited --
http://www.geruigroup.com/-- is a niche and high value-added steel
processing company in China.  The Company produces high-end,
high-precision, ultra-thin, high- strength, cold-rolled steel
products that are characterized by stringent performance and
specification requirements that mandate a high degree of
manufacturing and engineering expertise.  China Gerui's products
are not standardized commodity products.  Instead, they are
tailored to customers' requirements and subsequently incorporated
into products manufactured for various applications.  The Company
sells its products to domestic Chinese customers in a diverse range
of industries, including the food and industrial packaging,
construction and household decorations materials, electrical
appliances, and telecommunications wires and cables.



FIRSTPLUS FINANCIAL: Lucchese Fraudster Seeks Judge's Recusal
-------------------------------------------------------------
Law360 reported that a reputed associate of the Lucchese crime
syndicate convicted for his role in a plot to drain $12 million
from a mortgage lender asked a New Jersey federal judge to recuse
himself from sentencing, claiming that the judge's comments in
another case gave the appearance of partiality.

According to the report, Salvatore Pelullo was convicted in July of
more than 20 fraud and conspiracy charges for his involvement in
the extortionate takeover and subsequent plundering of FirstPlus
Financial Group Inc., a now-defunct Texas-based mortgage lender
forced into bankruptcy.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a  
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FOURTH QUARTER: Amends List of Top Unsecured Creditors
------------------------------------------------------
Fourth Quarter Properties 86, LLC, on February 18, 2015, filed an
amended list of creditors holding the 20 largest unsecured claims:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
John D. Phillips                  3,011 acres          33,000,000
945 E. Paces Ferry Road,          and                 (46,029,896
Suite 2210                        Misc. Sections in   secured)
Atlanta, GA 30326                 Pinedale, Sublette  (23,203,543
                                  County, Wyoming     senior lien)
                                  (Book Value:
                                  $46,029,895.50)
                                  Second Lien

L. Jeness Saxton, Tax Commissioner   Property Taxes     $8,216
Sublette County Tax
Assessor's Office
PO Box 2057
Pinedale, WY 82941

Ace Agribusiness                     Trade Debt         $8,091
P.O. Box 14490
Des Moines, IA 50306

All American Fuel Company, Inc.      Trade Debt         $5,501

King & King, LLC                     Attorney's Fees    $3,378

Nationwide Agribusiness              Trade Debt         $1,683

Cushing, Morris, Armbruster          Trade Debt         $1,151
& Montgomery                  

Lower Valley Energy                  Trade Debt         $1,191

Suburban Propane                     Trade Debt         $1,109

Centresuite                          Trade Debt           $184

Century Link                         Trade Debt            $83

Century Link                         Trade Debt            $42

Wyoming Department of Agriculture    Trade Debt            $25

                       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 disclosed $49,124,608 in assets and $75,377,946 in
liabilities in its schedules.



FOURTH QUARTER: UST Says Bid to Hire Stone & Baxter Needs More Info
-------------------------------------------------------------------
Guy G. Gebhardt, Acting United States Trustee for Region 21, says
Fourth Quarter Properties 86, LLC should amend its application to
employ Stone & Baxter, LLP, as attorneys.

Rule 2014 of the Federal Rules of Bankruptcy Procedure imposes
significant disclosure requirements upon professionals seeking
employment under 11 U.S.C. Section 327.

The application indicates the firm is holding a $29,308 retainer
paid by the Debtor from funds loaned by Fourth Quarter Properties
100, LLC, an "affiliate" of the Debtor.  The Verified Statement
indicates Fourth Quarter Properties 100, LLC, is a creditor who may
provide debtor-in-possession funding during the case.  The Debtor's
list of creditors holding the 20 largest unsecured claims indicates
Fourth Quarter Properties 100, LLC, is a creditor with a claim of
$39,217 on account of a loan.

The United States Trustee requests the Debtor and attorney amend
the Application and Verified Statement to disclose additional
information regarding Fourth Quarter Properties 100, including: the
members of Fourth Quarter Properties 100, and their relationship to
the debtor and the attorneys; the nature of the business conducted
by the company; whether the company has transacted business with
the debtor (other than making the loan); whether the company will
transact business with the Debtor (other than possible serving as a
DIP lender); the date and amount of the loan; the date and amount
of payments on the loan; the purpose(s) of the loan; and whether
there is documentation of the loan.

                          The Application

As reported in the Jan. 30, 2015 edition of the Troubled Company
Reporter, Fourth Quarter Properties 86, LLC seeks authority to
employ Stone & Baxter, LLP, of Macon, Georgia, as its bankruptcy
counsel.  The Debtor proposes to pay the firm at its standard
hourly rates, which range between $190 and $450 for each attorney,
and $130 per hour for research assistants and paralegals, including
all travel time.  The Debtor disclosed that the firm is currently
holding $29,308 as a retainer, which was paid to it by the Debtor,
funded by a loan from Fourth Quarter Properties 100.

Ward Stone, Jr., Esq., a partner in Stone & Baxter, LLP, in Macon,
Georgia, disclosed that the Firm previously represented these
affiliates of the Debtor as debtors-in-possession in Chapter 11
cases:

   (1) In re: Fourth Quarter Properties 118, LLC, (Bankr. N.D.
       Ga., Case No. 09-13960);

   (2) In re: Fourth Quarter Properties 140, LLC, (Bankr. N.D.
       Ga., Case No. 09-13961);

   (3) In re: Fourth Quarter Properties 161, LP, (Bankr. N.D. Ga.,
       Case No. 09-13962);

   (4) In re: Fourth Quarter Properties 162, LP, (Bankr. N.D. Ga.,

       Case No. 09-13963);

   (5) In re: Fourth Quarter Properties XLVII, LLC, (Bankr. N.D.
       Ga., Case No. 09-13959);

   (6) In re: Fourth Quarter Properties 166, LLC, (Bankr. N.D.
       Ga., Case No. 10-12920); and

   (7) In re: Fourth Quarter Properties XXXVIII, LLC, (Bankr.
       N.D. Ga., Case No. 13-10585).

Mr. Stone added that the Firm previously represented or
consulted with these other affiliates of the Debtor:

   (1) Fourth Quarter Properties 105, LLC;
   (2) Fourth Quarter Properties LVIII, LLC;
   (3) Fourth Quarter Properties 156, LLC; and
   (4) Fourth Quarter Properties 87, LLC.

Mr. Stone said the Firm's representation of the affiliates has
concluded; none of the affiliates are known creditors in the
Debtor's case; and the Debtor does not assert a claim against any
of these affiliates.  Mr. Stone said it is anticipated that Fourth
Quarter Properties 100, LLC, which is a creditor of the Debtor, may
provide debtor-in-posession funding during the case.  The Firm does
not and will not represent Fourth Quarter Properties 100, LLC, in
connection with the case, which affiliate is represented by
independent counsel, Mr. Stone maintained.

The firm may be reached at:

         STONE & BAXTER LLP
         Ward Stone, Jr., Esq.
         Fickling & Company Building
         577 Mulberry Street, Suite 800
         Macon, GA 31201
         Tel: (478) 750-9898
         E-mail: wstone@stoneandbaxter.com

                       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 disclosed $49,124,608 in assets and $75,377,946 in
liabilities in its schedules.



FOX TROT: Wants to Stay in Ch. 11 & Sell Portion of Property
------------------------------------------------------------
Fox Trot Corporation asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky to deny the U.S. Trustee's motion to convert
or dismiss its Chapter 11 case.

Adam R. Kegley, Esq., at Frost Brown Todd LLC, explains that
throughout its Chapter 11 case, the Debtor continues to investigate
and attempt to find alternative financing options that will benefit
its entire chapter 11 bankruptcy estate and all of its creditors.

The Debtor says that while it has not reached an agreement with
Poplar Ridge, its single largest unsecured creditor, and the United
States Trustee on the Motion and the Objections, it has been
successful in negotiating an agreement whereby its non-debtor
subsidiary, Fox Trot Properties, LLC ("FTP"), renegotiated a lease
of FTP's real property, which resulted in the satisfaction of
nearly $5 million in debt owed to the Debtor's primary secured
creditors.  Consequently, the Debtor currently owns more than 1,200
acres of real property worth $8 million to $15 million and
equipment worth more than $500,000.  The Debtor's real property and
equipment is now almost completely unencumbered, Mr. Kegley notes.

Poplar Ridge and the United States Trustee have both understandably
become frustrated with continued delay, Mr. Kegley notes.  Poplar
Ridge wants a third party appointed to bring conclusion to the
cases (conversion to chapter 7 or appointment of a chapter 11
trustee). Upon information and belief, the United States Trustee
will accept either of these alternatives or would accept
dismissal.

According to Mr. Kegley, the Debtor understands each party's
frustration but nevertheless, it has worked diligently to pursue
financing while refusing to agree to a forced, fire-sale
liquidation of some or all of its assets where the remaining
creditors' claims will be definitely be paid in full (with
interest) while it and its owners may suffer significant loss from
a distressed sale.  The Debtor, however, does understand its
creditors cannot wait infinitum for an uncertain refinancing.

The Debtor respectfully urges the Court to allow its case to remain
in Chapter 11 and permit it to sell a portion of its real property
in an amount sufficient to satisfy all of its creditors in full is
in the best interests of its estate and all parties-in-interest.

The Debtor specifically proposes to do these:

   a. The Debtor will immediately engage a real estate agent to
list a portion of its real property for sale commencing April 1,
2015 to raise an amount sufficient to satisfy all claims in full,
including secured claims, administrative claims, and unsecured
claims, which amount will be no less than $1.5 million (the
estimated claims are approximately $1.1 million);

   b. The Debtor will file the listing contract with a detailed
description of the property on or before March 15;

   c. The Debtor will agree that in the event that the real
property is not sold by a realtor on or before July 31, 2015, then
the Debtor will cause a portion of its real property to be sold at
an absolute auction to be held on or before Aug. 31, 2015 (pursuant
to auction procedures acceptable to the United States Trustee and
Poplar Ridge);

   d. During the pendency of the foregoing sale process, the Debtor
will continue to seek financing in an amount sufficient to satisfy
all claims in full, including secured claims, administrative
claims, and unsecured claims; and

   e. The Debtor will use the proceeds from any real property sale
to pay all of its creditors in full.

Following completion of the foregoing sale process and payment of
all creditors in full, the Debtor will seek to dismiss its chapter
11 case.  The Debtor maintains that a sale of a portion of its real
property in the Chapter 11 case will minimize administrative costs
that will be certainly be incurred by conversion of the case to a
chapter 7 case, while at the same time, will ensure full payment of
its creditors and maximize the value of its remaining assets.

In the alternative, under the circumstances of the Chapter 11 case,
the Debtor believes that appointment of a chapter 11 trustee
pursuant to Section 1104 of the Bankruptcy Code -- rather than
conversion of the case into a chapter 7 proceeding -- is in the
best interests of its estate, its creditors and all
parties-in-interest in the chapter 11 case.  

The Debtor asserts that Elizabeth Z. Woodward of Dean Dorton Allen
Ford, PLLC, is well-qualified and would be an excellent candidate
for appointment as chapter 11 trustee in its case.

Counsel for the Debtor contacted Ms. Woodward, who expressed an
interest in serving as a chapter 11 trustee in the case and
understands that Ms. Woodward intends to attend the hearing on the
Motion and the Objections.

The Debtor believes that the ideal candidate to serve as a chapter
11 trustee in the case should possess two distinct skill sets.
Specifically, a Chapter 11 trustee in this case must be able to (a)
administer the Debtor's assets for the benefit of all parties in
interest in this case and (b) manage the affairs of the Debtor's
subsidiaries, including FTP. Upon information and belief, the
Debtor believes that the United States Trustee is well-aware of Ms.
Woodward's qualifications in this regard.  In the event that Ms.
Woodward does not qualify for appointment as a chapter 11 trustee
in this case, then the Debtor contends that a member of a qualified
accounting firm should be appointed as such trustee.

The Debtor's attorneys can be reached at:

         FROST BROWN TODD LLC
         Adam R. Kegley, Esq.
         Robert V. Sartin, Esq.
         H. Derek Hall, Esq.
         250 West Main Street, Suite 2800
         Lexington, KY 40507
         Tel: (859) 231-0000
         Fax: (859) 231-0011
         E-mail: akegley@fbtlaw.com
                 dhall@fbtlaw.com

                   About Fox Trot Corporation

Fox Trot Corporation, which maintains its principal place of
business in Lexington, Fayette County, Kentucky, sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 12, 2013 (Case No.
13-52471, Bankr. E.D. Ky.).  The case is assigned to Judge Gregory
R. Schaaf.  Adam R. Kegley, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $25,570,806.02 in total assets and
$3,913,035.20 in total liabilities.

The Debtor employed Duane Cook & Associates PLC as special counsel
to advise it with respect to all matters involved in the
prosecution of an appeal and counterclaims.  The Debtor hired
David Beck, CPA, as accountant.



FREESCALE SEMICONDUCTOR: Fitch Puts 'B+' LT IDR on Negative Watch
-----------------------------------------------------------------
Fitch Ratings places Freescale Semiconductor, Inc.'s ratings on
Rating Watch Positive, following the proposed merger with NXP
Semiconductor N.V. Fitch's actions affect $6 billion of total debt,
including the undrawn revolving credit facility (RCF).

Freescale entered into a definitive agreement to merge with NXP in
a transaction valuing Freescale's equity at $11.8 billion. The
combination creates a leading high performance mixed signal
semiconductor supplier with number one market share in automotive
semiconductors and general purpose microcontrollers, positioning
the company for growth in automotive markets and secure
connectivity.

The Rating Watch Positive reflects the combined company's
strengthened operating and free cash flow (FCF) profile, as well as
credit protection measures. Upon completion of the merger, Fitch
anticipates upgrading the ratings to the mid- to high-'BB'
category.

Fitch expects nearly $10.5 billion of combined revenues in 2015,
versus $4.9 billion for standalone Freescale. Limited overlap in
core markets provides cross selling opportunities within robustly
growing automotive, secured connectivity and internet of things
markets.

Pro forma for the merger, Fitch expects strengthened operating EBIT
through the cycle from NXP's higher profit margins and $200 million
of merger-related cost synergies by the end of year one. Fitch
anticipates mid-cycle operating EBIT margin in the low- to mid-20%,
versus the high teens for Freescale on a standalone basis. Higher
profitability should drive $1 billion to $1.5 billion of annual
FCF, versus $250 million to $500 million for standalone Freescale.

Fitch expects Freescale's total leverage (total debt to operating
EBITDA) at or under 5 times (x) exiting 2015, driven by
profitability growth and debt reduction. Pro forma for the merger,
Fitch estimates total leverage in the 3.25x to 3.75x range.

NXP will fund the transaction with a combination $1 billion of
available cash, $1 billion of new debt and stock that will give
Freescale shareholders just below 32% ownership of the combined
company. The deal is expected to close in the second half of 2015
and has been approved by the boards of both companies. The deal is
subject to both Freescale and NXP shareholder approvals, as well as
regulatory approvals in various jurisdictions.

In reviewing the proposed transaction, Fitch will focus on the
strategic and operational benefits of the merger as well as the
level of anticipated operational and legal integration resulting
from it. Fitch will assess the achievability and reasonableness of
potential cost and revenue synergies. Fitch will review the pro
forma capital structure to determine the proportion of secured debt
within the capital structure, recovery prospects of the various
debt instruments within the capital structure, and the extent of
any legal ties or guarantees afforded to the legacy Freescale
indebtedness.

KEY RATINGS DRIVERS

The ratings continue to reflect Freescale's:

-- Leading share positions for embedded processors in markets
characterized
    by longer product life cycles, including automotive
microcontrollers
   (MCU), from which Freescale generates 25% of total revenues, and
radio
   frequency (RF) power devices for mobile wireless
infrastructure;

-- Secular growth in key end markets, including unit growth and
increased
    content in automotive, proliferation of mobile devices and
demand for
    bandwidth in networking, and increased connectivity for
industrial,
    translating into low- to mid-single digit longer-term revenue
growth;

-- Strengthened FCF profile, driven by more stable revenues and
lower
    interest expense from ongoing debt reduction.

Ratings concerns center on Freescale's:

-- Significant exposure to automotive (approximately 40% of
revenues) and
    wireless infrastructure end markets (more than 30% of
revenues), including the
    more project oriented China LTE infrastructure roll-out. Both
end markets
    are experiencing solid growth that Fitch anticipates will
moderate in 2015;

-- Long-term structural challenges growing market share due to
incumbent supplier
    advantages associated with ongoing design collaboration, which
at the same
    time fortify Freescale's customer relationships and leading
market positions;

-- Significant and increasing fixed investments in research and
development (R&D)
    and, to a lesser extent, capital spending to maintain
competitive technology
    roadmap.

KEY ASSUMPTIONS

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

- Mid-single-digit revenue growth through the intermediate term.

- EBITDA margins approach 23% through the intermediate term.

- Capital expenditures are assumed to be elevated, but remain in
the
   mid-single digits as a percent of revenue to support growth
initiatives.

- Annual FCF averages near $300 million, primarily driven by
interest
   expense reduction from debt refinancing and mandatory prepayment
of
   Senior secured facilities.

RATINGS SENSITIVITIES

Positive rating actions will result from the completion of the
merger, as Fitch does not expect significant reduction in total
leverage prior to the anticipated merger close.

Negative rating actions, including the stabilization of the ratings
at 'B+', could occur if the proposed merger falls through, given
that Fitch does not anticipate significant increase in total
leverage prior to the proposed merger's close.

If the merger falls through, Fitch would maintain Freescale's prior
rating sensitivities.

Fitch expects to resolve the Rating Watch Positive on the release
of further details regarding the finalized capital structure.

Fitch believes Freescale's liquidity was sufficient as of Dec. 31,
2014 and consisted of:

-- $696 million of cash and short-term investments, of which $298
million is located
    inside the U.S.;

-- An undrawn $400 million senior secured RCF due February 2019.

Fitch's expectation for $250 million to $500 million of annual FCF
also supports liquidity.

Total debt was approximately $5.6 billion as of Dec. 31, 2014 and
consisted of:

-- $2.7 billion senior secured term loan due March 2020:
-- $783 million senior secured term loan due January 2021;
-- $500 million of 5% senior secured notes due 2021;
-- $960 million of 6% senior secured notes due 2022;
-- $473 million of 10.75% senior unsecured notes due 2020;
-- $180 million of 8.05% senior unsecured notes due 2020.

The Recovery Ratings (RR) reflect Freescale's current capital
structure and Fitch's belief that Freescale's enterprise value, and
hence recovery rates for its creditors, will be maximized as a
going concern rather than liquidation scenario. In estimating a
distressed enterprise value, Fitch assumes post-reorganization
operating EBITDA of $750 million. Fitch applies a 5x distressed
EBITDA multiple to reach a reorganization enterprise value of
approximately $3.75 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event. After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51% - 70%, equating to 'RR3'
Recovery Ratings. The senior unsecured and senior subordinated debt
tranches would recover 0% - 10%, equating to 'RR6' Recovery Ratings
and reflect Fitch's belief that minimal if any value would be
available for unsecured note holders.

Fitch places the following ratings for Freescale on Rating Watch
Positive:

-- Long-term IDR 'B+';
-- Senior secured bank revolving credit facility (RCF) 'BB-/RR3';
-- Senior secured term loans 'BB-/RR3';
-- Senior secured notes 'BB-/RR3';
-- Senior unsecured notes 'B-/RR6'.



FREESCALE SEMICONDUCTOR: Moody's Reviews Ratings for Upgrade
------------------------------------------------------------
Moody's Investors Service affirmed NXP B.V.'s and NXP
Semiconductors N.V.'s ratings including the Ba2 Corporate Family
Rating ("CFR") and raised the outlook to positive.  Moody's also
placed the ratings of Freescale Semiconductor Inc. on review for
upgrade.  These actions follow the announcement that NXP has signed
a definitive agreement to acquire Freescale for about $11.8 billion
in NXP shares and cash.  NXP expects the acquisition to close in
the second half of calendar year 2015.

NXP plans to fund the acquisition using about $9.8 billion worth of
NXP shares plus about $2 billion of cash.  NXP has obtained
committed financing.

The Ba2 CFR reflects Moody's expectation that NXP will direct a
majority of free cash flow to reduce debt such that through the
combination of debt reduction and EBITDA growth, debt to EBITDA
(Moody's adjusted) will decline to about 3x over the year following
closing.  Pro forma debt to EBITDA (Moody's adjusted, for the
twelve months ended Dec. 31, 2014) is about 4x, which is high for
the Ba2 rating.  The acquisition will increase NXP's scale and
diversification substantially, pushing NXP to the leadership
position in automotive semiconductors, while free cash flow ("FCF")
should continue to be strong due to the fab-lite manufacturing
model of both firms.  The fab-lite model also limits the
integration risks, with restructuring expected to be focused on
administrative and support functions rather than operational
functions.

The positive outlook reflects Moody's expectation that NXP will
prioritize FCF for debt repayment such that through a combination
of debt repayment and EBITDA growth, debt to EBITDA (Moody's
adjusted) will decline to about 3x over the year following closing.
The positive outlook also reflects Moody's expectation that the
integration will progress smoothly and that NXP will demonstrate
progress in achieving the anticipated operating synergies, which
Moody's expects to reach about $200 million in 2016.

The outcome of the Freescale review will depend on the nature of
the support provided by NXP, as well the final mix and outstanding
amounts of secured and unsecured debt in the capital structure of
the combined company.  Moody's expects that the remaining $402
million of Freescale's 10.75% unsecured notes due 2020 will be
repaid in 2015.  Following this payment, Freescale will have $4.9
billion of debt outstanding (all secured; earliest debt maturity in
2020).

NXP's ratings could be upgraded if there are clear indications of a
successful integration including achievement of operating
synergies.  Moody's expects NXP to reduce leverage through a
combination of debt repayment and EBITDA growth such that debt to
EBITDA (Moody's adjusted) is sustained below 3x and FCF to debt
(Moody's adjusted) is sustained above 10%.  The rating could be
downgraded if NXP is not on-course to reduce debt to EBITDA
(Moody's adjusted) to below 4.0x or FCF to debt (Moody's adjusted)
remains below the upper single digits percent.

Issuer: NXP B.V.

  -- Outlook, Changed To Positive From Stable

Issuer: NXP Semiconductors N.V.

  -- Outlook, Changed To Positive From Stable

Affirmations:

Issuer: NXP B.V.

  -- Probability of Default Rating, Affirmed Ba2-PD

  -- Corporate Family Rating , Affirmed Ba2

  -- Senior Secured Bank Credit Facility, Affirmed Ba1

  -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: NXP Semiconductors N.V.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed B1

On Review for Possible Upgrade:

Issuer: Freescale Semiconductor, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B2-PD

  -- Corporate Family Rating (Local Currency), Placed on Review
     for Possible Upgrade, currently B2

  -- Senior Secured Bank Credit Facility (Revolver and Term
     Loans), Placed on Review for Possible Upgrade, currently B1

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Caa1

Outlook Actions:

Issuer: Freescale Semiconductor, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

NXP B.V., based in Eindhoven, Netherlands, makes high performance
mixed signal integrated circuits and discrete semiconductors used
in a wide range of applications, including automotive,
identification, wireless infrastructure, lighting, industrial,
mobile, consumer and computing.

Freescale Semiconductor, Inc. designs and manufactures embedded
semiconductors for the automotive, networking, industrial and
consumer markets.  Blackstone, Carlyle, Permira and TPG own about
64% of the company.

The principal methodology used in these ratings was Global
Semiconductor Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


FREESCALE SEMICONDUCTOR: S&P Puts 'B' CCR on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B' corporate
credit rating on Austin, Texas-based semiconductor manufacturer
Freescale Semiconductor Inc. on CreditWatch with positive
implications.

S&P also placed the ratings on the company's senior secured credit
facilities and senior unsecured notes on CreditWatch with positive
implications.

"The CreditWatch placement follows Freescale's announcement that it
will merge with NXP Semiconductors N.V.," said Standard & Poor's
credit analyst David Tsui.  "The merger will result in a combined
entity valued at about $40 billion that will be one of the market
leaders in auto semiconductor solutions and general purpose
microcontroller products," he added.  

NXP intends to fund the transaction with $1 billion of cash on
hand, $1 billion of new debt, and 115 million NXP shares.
Post-transaction, Freescale shareholders will own about 32% of the
combined company.  The boards of directors of both companies have
approved the transaction, which is subject to regulatory approvals
and the approval of Freescale and NXP shareholders.

The combined entity will have a more diversified product portfolio
in mixed signal products.  S&P expects it to generate revenue in
excess of $10 billion with EBITDA in excess of $3 billion in 2015.
S&P also expects the combined entity to have cost savings of about
$200 million in the first full year after closing the transaction,
with debt leverage of about 3x immediately post-close.

S&P will resolve the CreditWatch once the merger transaction
between Freescale and NXP is closed.  At that time, S&P will
determine the issue-level ratings on the outstanding debt based on
notching from S&P's corporate credit rating on the combined
entity.



GACN INC: Lewis Brisbois Botched Deal in Worker Row
---------------------------------------------------
Law360 reported that a California restaurant operator accused Lewis
Brisbois Bisgaard & Smith LLP of botching an employee
discrimination suit by ignoring a settlement offer that would have
been covered under an insurance policy to pad its fees, leaving the
restaurant liable for millions more in damages and causing it to go
bankrupt.

According to the report, plaintiff GACN Inc., which operates as
Cable's Restaurant, accused the firm and attorney Eric Erickson in
Los Angeles Superior Court of not responding to an offer by a group
of employees to settle the lawsuit.

GACN, Inc., d/b/a Cables Restaurant, a California Corporation,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 14-13695) on Aug. 5, 2014.  The case was
assigned to Judge Victoria S. Kaufman.

The Debtor's counsel is Johnny White, Esq., at WOLF, RIFKIN,
SHAPIRO, SCHULMAN RABKIN, in Los Angeles, California.


GASFRAC ENERGY: Signs Definitive Asset Purchase Agreement
---------------------------------------------------------
GASFRAC Energy Services Inc. on March 3 disclosed that it has
entered into a definitive asset purchase agreement in respect of
the sale of substantially all of its assets and related technology
to a third party oil and natural gas service industry purchaser.
The Sale Transaction resulted from the previously announced
court-approved sale and investment solicitation process ("SISP")
conducted within the Companies Creditor's Arrangement Act and
Chapter 15 of the United States Bankruptcy Code proceedings, under
the supervision of Ernst & Young Inc., the court appointed monitor
and the Special Committee of the Corporation.  Until the Sale
Transaction is completed, GASFRAC will continue to operate its
business under the supervision of its board of directors and the
Monitor.

The Sale Transaction is subject to the approval of the Alberta
Court of the Queen's Bench and United States Bankruptcy Court.
GAFRAC expects to file an application with the Courts to obtain the
required approvals along with a report filed by the Monitor, which
is anticipated to support completion of the Sale Transaction.
Additional terms of the Sale Transaction will be disclosed as the
Sale Transaction progresses, applicable approvals are obtained and
the Sales Transaction is completed.  Subject to approvals from the
Courts, the Sale Transaction is expected to be completed in early
April, 2015.

Concurrently with completing the Sales Transaction, GASFRAC will
continue to develop a court-approved process to settle all claims
identified as part of the CCAA and Chapter 15 proceedings.

GASFRAC has also obtained an extension until April 3, 2015, of its
forbearance agreement with its primary secured lender, PNC Bank
Canada Branch.  Under the forbearance agreement, PNC has agreed,
subject to certain conditions and restrictions, to forbear from
exercising remedies under the existing secured loan documents
between PNC, GASFRAC and GASFRAC's subsidiaries until April 3, 2015
or a date on which an event of default under the forbearance
agreement occurs.

The Corporation also disclosed that, in accordance with the
provisions of the court order under the CCAA process, no interest
payments have been made to holders of the unsecured subordinated
debentures that were due on February 27, 2015.

The Corporation also disclosed that, because its board of directors
now consists of the same members as the Special Committee (all of
which are independent for the purposes of the Sale Transaction),
the Corporation has merged the duties of the Special Committee with
that of the board of directors.

Leigh Cassidy, Chairman stated that, "GASFRAC, with the assistance
of its employees and professional advisors and under the
supervision of the Special Committee and the Monitor, believes it
has conducted an effective and transparent competitive sales
process.  The board of directors is of the view that this Sale
Transaction represents the best outcome for GASFRAC given current
circumstances."

CIBC World Markets Inc. acted as agent, investment banker and
financial advisor to GASFRAC with respect to the SISP and the Sale
Transaction.  Borden Ladner Gervais LLP is Canadian legal counsel
to GASFRAC and Vinson & Elkins LLP is United States counsel to
GASFRAC.  The Monitor's Canadian counsel is Norton Rose Canada LLP
and United States counsel is Norton Rose Fulbright US LLP.

Further news releases will be provided on an ongoing basis
throughout the CCAA process as may be determined necessary.

                      About GASFRAC Energy

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

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

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

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


GENUTEC BUSINESS: May File Exit Plan Until March 18
---------------------------------------------------
The Hon. Erith Smith of the U.S. Bankruptcy Court for the Central
District of California gave Genutec Business Solutions Inc. until
March 18, 2015, to file a disclosure statement explaining a Chapter
11 plan.

The Debtor said it was set to file its disclosure statement and
plan on Feb. 15, 2015.  However, the parties to the bankruptcy case
have now been discussing a third option which needs some
clarification; the parties have discussed an eight-year plan for
repayment but there is now a new option that would allow for a
discount if the plan is paid off earlier and the particulars need
to be worked out before the Plan and Disclosure Statement can be
prepared.

                About Genutec Business Solutions

Genutec Business Solutions, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana,
Georgia, on May 16, 2014.  David Montoya signed the petition as
director.  The Debtor disclosed assets of $12,851,544 and
liabilities of $11,529,199.  Michael R Totaro, Esq., at Totaro &
Shanahan, in Pacific Palisades, California, acts as bankruptcy
counsel.  Judge Erithe A. Smith presides over the case.

The U.S. Trustee for Region 16 appointed three creditors to serve
on the official committee of unsecured creditors.


GEORGES MARCIANO: Guess Co-Founder Can Keep Dispute In Bankr. Court
-------------------------------------------------------------------
Law360 reported that U.S. District Judge Cormac Carney in
California ruled that a company run by two former employees of
bankrupt Guess Inc. co-founder Georges Marciano cannot remove to
federal court a $84 million dispute over defamation charges and
therefore must settle the issue in bankruptcy court.

According to the report, Judge Carney denied Art Pack Inc.'s motion
to remove the case based on the fact that its $84 million claim
against Marciano was a personal injury tort and therefore outside
of the realm of bankruptcy court.

As previously reported by The Troubled Company Reporter, the
administrator for Mr. Marciano moved to oppose a company's attempt
to remove bankruptcy references in a dispute over defamation
damages in California federal court.  Marciano had sued a group of
former employees in 2007 in California state court for the alleged
theft of his driver's personal documents and artwork but got hit
with winning cross-complaints that put him on the hook for more
than $95 million in damages.  Three of the employees filed an
involuntary bankruptcy petition to collect the award, the report
said.

The case is Georges Marciano et al v. Art Pack, Inc., Case No.
2:15-cv-00444 (C.D. Calif.).

                      About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.  The bankruptcy
court appointed David K. Gottlieb as the trustee of Mr. Marciano's
bankruptcy estate on March 7, 2011.


GOODLUCK CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Goodluck Corporation
           aka Dash In Grocery No. 4
        701 W Spring Valley Rd
        Richardson, TX 75080

Case No.: 15-30916

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW FIRM OF JOHN J. GITLIN
                  16901 Park Hill Dr.
                  Dallas, TX 75248
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: johngitlin@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sunnu Ismail, president.

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


GOODYEAR TIRE: Fitch Raises Issuer Default Ratings to 'BB-'
-----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDR) of The
Goodyear Tire & Rubber Company (GT) and its Goodyear Dunlop Tires
Europe B.V. (GDTE) subsidiary to 'BB-' from 'B+'. In addition,
Fitch has upgraded GT's senior unsecured notes rating to 'BB-/RR4'
from 'B/RR5'. Fitch has affirmed the ratings on GT's secured
revolving credit facility and second-lien term loan, as well as
GDTE's secured revolving credit facility at 'BB+/RR1'. Fitch has
affirmed GDTE's senior unsecured notes rating at 'BB/RR2'.

GT's ratings apply to a $2 billion secured revolving credit
facility, a $1.2 billion second lien secured term loan and $3
billion in senior unsecured notes. GDTE's ratings apply to a EUR400
million secured revolving credit facility and EUR250 million of
senior unsecured notes.

The Rating Outlooks for GT and GDTE are Stable.

KEY RATING DRIVERS

The upgrade of GT's IDR reflects the improvement in the tire
manufacturer's credit profile resulting from its significantly
improved profitability, especially in North America, and the
substantial decline in its pension obligations after fully funding
its North American plans. GT's focus on more profitable high value
added (HVA) tires and its cost reduction initiatives have resulted
in substantial margin growth and increased operating income, even
as its global tire volumes and consolidated revenue have declined.
Despite lower sales, GT has retained a strong market position and
remains the third-largest global manufacturer of replacement and
original equipment (OE) tires. With its higher profitability, free
cash flow (FCF) continued to strengthen in 2014, although
discretionary pension contributions made early in the year kept the
full-year FCF figure negative.

Fitch expects GT's credit protection metrics will strengthen over
the intermediate term as overall tire demand grows along with the
global car parc, particularly in emerging markets, and the company
continues to work on improving its cost structure. Fitch expects
leverage to decline over the intermediate term, as GT's earnings
rise and as it focuses on reducing debt. Fitch also expects the
variability of the company's quarterly cash flows to decline as it
continues to focus on working capital management. It is also
notable that the company released its U.S. tax valuation allowance
in the fourth quarter of 2014, recording a $2.3 billion gain in the
process. The U.S. valuation allowance was first established over 12
years ago, and Fitch views the release as a positive sign that the
company is on track to produce sustainable profits in the U.S.

Fitch's rating concerns continue to include growing tire industry
capacity, particularly in North America, which could pressure
industry pricing over the longer term, and volatility in raw
material costs, especially for natural rubber and petroleum-based
commodities. Conditions in the European tire market also remain a
concern, despite some improvement over the past two years. Fitch's
other concerns include fixed costs in GT's business and the related
sensitivity of its financial performance to economic conditions;
the aforementioned working capital variability, despite
expectations for improvement; and overall profitability that
continues to lag several of GT's key European and Asian
competitors. The increase in GT's shareholder-friendly activities
over the past two years, including a rising dividend and share
repurchases, is a concern, although Fitch does not expect the
company to incur additional long-term debt to fund these
activities.

Fitch notes that the majority of GT's debt has been issued in the
U.S. including $3 billion in senior unsecured notes. However, in
2014, 55% of the company's revenue was generated outside North
America, and at year-end 2014, about 65% of the company's
consolidated cash, or $1.4 billion, was at non-guarantor
subsidiaries outside the U.S. Of the $1.4 billion, $494 million was
located in the company's subsidiaries in China, Venezuela, South
Africa and Argentina, where there are limitations on cash transfers
out of the respective countries. This mismatch between cash and
debt is a risk, because if GT's U.S. operations were to fall into
distress, the non-U.S. cash might not be readily available to
service the company's U.S. debt obligations. For this reason if, in
the future, GT's IDR were downgraded, the magnitude of a concurrent
downgrade in GT's senior unsecured rating might exceed that of the
IDR.

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities, including GT's second-lien term loan, reflects their
substantial collateral coverage and outstanding recovery prospects
in a distressed scenario. The two-notch uplift from the IDRs of GT
and GDTE reflects Fitch's notching criteria for issuers with IDRs
in the 'BB' range. On the other hand, the rating of 'BB-/RR4' on
GT's senior unsecured notes reflects Fitch's expectation that
recoveries would be average in a distressed scenario, consistent
with most senior unsecured obligations of issuers with an IDR in
the 'BB' range. The two notch upgrade of the senior unsecured notes
also reflects their improved recovery prospects following the
substantial decline in, and subsequent de-risking of, GT's U.S.
unfunded pension obligations.

The rating of 'BB/RR2' on GDTE's EUR250 million 6.75% senior
unsecured notes due 2019 is higher than the rating on GT's senior
unsecured notes due to the GDTE notes' structural seniority. GDTE's
notes are guaranteed on a senior unsecured basis by GT and GT's
subsidiaries that also guarantee the parent company's secured
revolver and second-lien term loan. Although GT's senior unsecured
notes also include guarantees from the same subsidiaries, they are
not guaranteed by GDTE. The recovery prospects of GDTE's notes are
further strengthened relative to those at GT by the lower level of
secured debt at GDTE. Fitch notes that GDTE's credit facility and
its senior unsecured notes are subject to cross-default provisions
relating to GT's material indebtedness.

In 2014, GT commenced arbitration proceedings against Sumitomo
Rubber Industries, Ltd. (SRI), GT's partner in a wide-ranging
global alliance that includes most of GT's operations in Western
Europe, as well as other businesses in North America and Asia. GT
is currently seeking to dissolve the alliance, based on its claims
that SRI has engaged in anticompetitive actions. Few details have
been made public thus far, but GT has noted that it could
ultimately be required to purchase SRI's stake in GDTE and Goodyear
Dunlop Tires North America (GDTNA), potentially using proceeds from
any damages awarded to GT in the arbitration proceedings.
Nonetheless, GT could ultimately incur some cash costs to acquire
SRI's stake in the alliance. A substantial cash payment could be a
rating concern, but these types of proceedings often take a long
time to resolve, so the outcome may not be known for several
years.

GT's FCF generation has improved markedly over the past several
years. Although FCF in 2014 was ($707) million, this included a
$907 million discretionary contribution the company made to its
U.S. hourly pension plan in the first quarter of 2014. Absent this
contribution, FCF would have been $200 million. In 2013, FCF would
have been positive absent discretionary pension contribution that
year as well, following several years of negative FCF. The
improvement in GT's FCF generating capability has largely been
driven by its HVA tire focus, increased traction on cost reduction
activities and lower raw material prices. With its U.S. pension
plans almost fully funded, Fitch expects GT to generate positive
FCF over the intermediate term, although volatility in raw material
prices remains an ongoing risk. Putting some pressure on FCF in
2015 is an expected increase in capital spending of roughly $200
million to a total of $1.1 billion, as well as the effect of a 20%
increase in the company's dividend that was enacted in mid-2014.
However, the dividend increase was offset by the mandatory
conversion of the company's preferred stock in April 2014 that
removed $29 million in annual preferred stock dividends.

The funded status of GT's pension plans has improved significantly
following the company's discretionary contributions to its U.S.
salaried and hourly plans in 2013 and 2014, respectively. The
discretionary contributions served to fully fund the plans, after
which, the company de-risked the plans by shifting the balance of
plan assets to nearly all fixed-income investments. Based on its
labor agreement with the United Steelworkers (USW), GT also froze
its U.S. hourly plan in April 2014. As a result of these actions,
Fitch no longer views the funded status of GT's pension plans as a
material rating concern. The U.S. plans were 96% funded at year-end
2014 despite a decline in interest rates and the use of revised
mortality tables that increased the liability. GT's global plans
were 93% funded. GT has estimated that its 2015 pension
contributions will be between $50 million and $75 million, which
will contribute to significantly improve near-term FCF.

GT's liquidity position remains relatively strong. At year-end
2014, GT had $2.2 billion in cash and cash equivalents and another
$1.6 billion available on its primary U.S. and European revolvers.
Cash and cash equivalents remained well above the $1 billion level
that management considers the minimum necessary to meet the
company's daily operational requirements through the cycle. The
company has no significant debt maturities until 2019, although its
European and U.S. revolvers mature in 2016 and 2017, respectively.
Going forward, Fitch expects GT to retain a relatively high level
of financial flexibility, with strong cash liquidity backed up with
significant revolver capacity and positive FCF, although, as noted
above, a significant amount of cash is located outside the U.S.

On an EBITDA basis, GT's gross leverage (debt/Fitch-calculated LTM
EBITDA) at year-end 2014 was 2.9x, down slightly from 3.0x at
year-end 2013, as an increase in EBITDA overcame a slight increase
in debt. Lease-adjusted leverage (lease-adjusted debt including
off-balance sheet factored receivables/Fitch-calculated EBITDAR)
was 3.7x at year-end 2014, down from 3.9x at year-end 2013.
Fitch-calculated EBITDA improved to $2.2 billion in 2014 from $2.1
billion in 2013 as the EBITDA margin grew to a relatively strong
12.4% from 10.7%. The growth in the EBITDA margin was notable,
given that revenue declined 7.2% to $18.1 billion from $19.5
billion in 2013. Over the intermediate term, Fitch expects leverage
to continue trending down toward the mid-2x range as EBITDA rises
and debt declines somewhat. In February 2015, GT made an optional
$200 million prepayment on its $1.2 billion second-lien secured
term loan.

KEY ASSUMPTIONS

-- Global tire demand grows modestly, but demand remains weak in
    Latin America.

-- Sales in the near term are negatively affected by the strong
    U.S. dollar, with some improvement after 2015.

-- GT's pension contributions decline significantly in 2015 and
    beyond due to the near fully funded status of its U.S. plans.

-- Capital spending is elevated by recent historical standards,
    running between $1.1 billion and $1.25 billion over the
    intermediate term, as the company invests in growth
    initiatives, including its new plant in the Americas.

-- Fitch assumes that dividends will rise annually over the next
    few years.

-- The company maintains roughly $2 billion in cash on its
    balance sheet, with excess cash used for share repurchases.

RATING SENSITIVITIES

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

-- Demonstrating growth in tire unit volumes, market share and
    revenue;

-- Producing FCF margins of 2% or better for an extended period;

-- Generating sustained gross EBITDA margins of 12% or higher;

-- Maintaining leverage near 2.5x for an extended period.

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

-- A significant step-down in demand for the company's tires
    without a commensurate decrease in costs;

-- An unexpected increase in costs, particularly related to raw
    materials, that cannot be offset with higher pricing;

-- A decline in the company's cash below $1.5 billion for
    several quarters;

-- A sustained period of negative FCF;

-- An increase in gross EBITDA leverage to above 3.5x for a
    sustained period, particularly as a result of shareholder-
    friendly activities.

Fitch has taken the following rating actions on GT and GDTE:

GT

-- IDR upgraded to 'BB-' from 'B+';
-- Secured bank credit facility affirmed at 'BB+/RR1';
-- Secured second-lien term loan affirmed at 'BB+/RR1';
-- Senior unsecured notes upgraded to 'BB-/RR4' from 'B/RR5'.

GDTE

-- IDR upgraded to 'BB-' from 'B+';
-- Secured bank credit facility affirmed at 'BB+/RR1';
-- Senior unsecured notes affirmed at 'BB/RR2'.

The Rating Outlook for both companies is Stable.



GRAFTECH INTERNATIONAL: Moody's Cuts CFR to Ba3, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded all long-term ratings for
GrafTech International Ltd., including the Corporate Family Rating
("CFR") to Ba3 from Ba2.  Moody's also assigned a Ba2 rating to the
company's new $40 million Delayed Draw Senior Secured Term Loan A.
The rating outlook is negative.  These actions conclude the review
for downgrade initiated in September 2014.

"The recent credit agreement amendment and new term loan improve
GrafTech's liquidity and ability to manage the upcoming maturity of
the subordinated notes, but credit metrics are expected to remain
weak for a prolonged period and a coming proxy contest creates new
uncertainty at this critical juncture for the company." said Ben
Nelson, Moody's Assistant Vice President and lead analyst for
GrafTech International Ltd. "Factors outside the company's control,
particularly the weak outlook for the steel industry and the proxy
contest risks, continue to weigh on GrafTech's credit profile
despite solid execution on cost reduction initiatives."

Issuer: GrafTech International Ltd.

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2;

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

  -- Senior Secured Revolving Credit Facility, Downgraded to Ba2
     (LGD2) from Ba1;

  -- Senior Secured Term Loan A, Assigned Ba2 (LGD2);

  -- Senior Unsecured Notes, Downgraded to B1 (LGD5) from Ba3;

  -- Speculative Grade Liquidity Rating, Affirmed SGL-3;

  -- Outlook, Changed to Negative from Rating Under Review

Moody's does not expect GrafTech to restore credit metrics to
levels appropriate for the Ba2 CFR, including adjusted financial
leverage below 4 times (Debt/EBITDA), by the end of 2015.  The
supply/demand balance of the graphite electrode industry remains
disadvantageous for producers with limited pricing power despite
capacity reductions by multiple industry participants and a recent
decline in scrap pricing that should be helpful to
electrode-consuming steelmakers.  Moody's believes that steel
industry faces ongoing weak conditions in Europe, growing risks to
the downside in the United States, and evidence of weakening in
demand in China.  These factors will weigh on GrafTech's near-term
operating performance and contributed to the downgrade of the CFR
to Ba3 from Ba2.

However, Moody's believes that liquidity has improved following
recent credit agreement amendment and new delayed draw term loan.
Moody's continues to expect positive free cash flow as the company
works down its inventory position.  GrafTech reported approximately
$302 million of remaining availability on its $400 million
revolving credit facility after considering $40 million in cash
borrowings, $5 million of outstanding letters of credit, and
covenant-related restrictions.  Moody's believes that the loosening
of covenants through the amendment and the $40 million in new term
loan improves the company's liquidity cushion by approximately $100
million on a point-in-time basis to almost $400 million.  Moody's
believes this cushion is particularly important considering Moody's
outlook for the core business and the upcoming maturity of the
company's $200 million Senior Subordinated Notes in November 2015.
The Speculative Grade Liquidity Rating remains SGL-3, but will be
revisited once the company repays the subordinated notes.

Moody's view also incorporates heightened strategic uncertainty
following regulatory filings indicating that the company will be
subject to a proxy contest for the second year in a row.  Certain
elements of related proposals would be viewed as credit-negative if
implemented, including the pursuit of a volume-driven strategy at a
point when the graphite electrode industry remains weak and the
pursuit of a divestiture involving the company's non-electrode
businesses.  The magnitude of the potential negative impact of
these proposals on the company's credit profile and uncertain
likelihood that they will ultimately get implemented drives Moody's
decision to resolve the review with a negative outlook.

The Ba3 CFR is constrained primarily by the challenges of trying to
navigate through an extended cyclical trough with ongoing strategic
uncertainty related to proxy contests and near-term debt
maturities.  Key credit metrics remain weak with adjusted financial
leverage near 5 times (Debt/EBITDA) and interest coverage in the
mid 3 times (EBITDA/Interest) for the twelve months ended Dec. 31,
2014.  Free cash flow has been positive over this horizon as the
company has been reducing inventories. The rating benefits from the
company's leading market positions within the graphite electrode
industry, solid mid-cycle profit margins, partial back-integration,
geographic and operational diversity, and earnings diversity
provided by non-electrode businesses.

The negative outlook reflects concerns about the pace of
improvement in credit metrics and upcoming proxy contest.  Moody's
could downgrade the rating with expectations for adjusted financial
leverage above 5 times, negative free cash flow, tightening
liquidity, or an expected change in strategic direction.  Moody's
could upgrade the rating with sufficient debt reduction to ensure
that leverage would remain below 4.5 times during similar trough
conditions and meaningfully improved liquidity.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.  Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

GrafTech International Ltd. manufactures graphite electrodes,
refractory products, needle coke products, advanced graphite
materials, and natural graphite products. After completing an
announced rationalization program, the company will operate 18
manufacturing facilities for all products and have about 195k
metric tons of electrode capacity.


GREAT HEARTS: Fitch Affirms 'BB' Rating on $16.25MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed its 'BB' rating on approximately $16.25
million of educational revenue bonds, series 2012 issued by the
Industrial Development Authority of the City of Phoenix on behalf
of Great Hearts Academies (Veritas Project).

The Rating Outlook is Stable.

SECURITY

The bonds are a joint and several obligation of two charter
schools, Veritas Preparatory Academy (VPA) and Archway Classical
Veritas (ACV) (together, the schools) and are payable from all
legally available revenues. The bonds are further secured by a
first mortgage lien over the facility in which the schools are
co-located, and a cash-funded debt service reserve.

KEY RATING DRIVERS

STABLE OPERATIONS: The rating is supported by VPA's successful
12-year operating history; favorable demand trends evidenced by a
track record of enrollment growth and robust waiting lists at both
schools; and recent trend of positive operating results on a
combined basis.

LIMITED HISTORY OF ACV: Per Fitch's charter school rating criteria,
the calculation of debt service coverage excludes ACV based on
limited operating history. Maximum annual debt service (MADS)
coverage on the series 2012 bonds from VPA operations alone
increased to 0.9x in fiscal 2014, from 0.5% in fiscal 2013. MADS
coverage on a combined basis also has a limited history of
consistent coverage of over 1.0x, though coverage rises to 1.7x in
fiscal 2014.

HIGH DEBT BURDEN: The schools' financial leverage remains high as
measured by a MADS burden but was reduced to about 11% on a
combined basis in fiscal 2014. Debt to net income available for
debt service is high but reduced to8x, down from 17.2x in the prior
year.

STRONG MANAGEMENT OVERSIGHT: The schools benefit from the strong
programmatic leadership of Great Hearts Academies (GHA), whose
reputation for academic excellence drives consistently strong
student demand among its network of 19 charter schools located
throughout the Phoenix metropolitan area. This strong leadership is
expected to continue under GHA's newly appointed CEO given his
breadth of knowledge in a broad range of activities with GHA.

RATING SENSITIVITIES

ACHIEVMENT OF FINANCIAL METRICS: VPA's achievement of certain
financial metrics based on its own operations, principally MADS
coverage; particularly as ACV demonstrates long-term consistency in
operations, could yield upward rating momentum.

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

CREDIT PROFILE

DEMAND SUPPORTED BY STRONG ACADEMICS

The schools continue to benefit from favorable student demand
trends, resulting from the strong academic performance among GHA's
network of schools. VPA's 12-year operating history continues to be
viewed as a credit positive, with growing enrollment and strong
academic achievement. While only in its fourth academic year, ACV
has also demonstrated enrollment growth and solid academic
performance, underscoring the demand for GHA's program offerings
and brand recognition throughout the Phoenix metropolitan area. The
schools' academic quality is also evidenced by their high Arizona
Department of Education rankings of A (or excelling); ACV was
upgraded from B (or above-average) in 2013. All schools in the GHA
network, including VPA and ACV, continue to outperform state
averages on Arizona's standardized testing.

The schools maintain a positive working relationship with their
authorizer, the Arizona State Board of Charter Schools (ASBCS).
While both schools are still operating under their initial
charters, they are for terms of 15 years. ASBCS performs five-year
reviews for charter schools with 15-year contracts, which VPA has
successfully completed twice to date. Fitch views the schools'
charter terms and their positive working relationship with ASBCS as
a credit positive and partially mitigating charter renewal risk.

VPA enrolled a total of 690 students in grades 6-12 as of October
2014, up from 679 as of October 2013 and about 3% or 20 students
over budget. Management's expect to maintain current levels of
enrollment to preserve its academic mission, which is achievable
due to current demand and wait lists. Enrollment is capped at 750
students per its charter providing some operating flexibility.
Demand continues to be strong for ACV as well, with 519 students
enrolled in grades K-5 as of October 2014, about 3% or 15 students
over budget. ACV's charter caps enrollment at 600. Combined
enrollment of 1,209 is comparable to the prior year and remains
ahead of the initial projection provided to Fitch of 1,124 for fall
2014. The schools maintain robust and actively managed wait lists
(292 for VPA and 1,161 for ACV). Fitch views the schools' nearly
full enrollments and sizeable wait lists as reflective of the solid
demand for GHA's programs, which center on a rigorous classical
liberal arts curriculum.

ADEQUATE MARGINS

Typical of most charter schools, revenue diversity is very limited.
The schools are highly reliant on state per pupil funding (PPF),
which represented 79% and 67% of VPA and ACV's fiscal 2014
operating revenues, respectively. Following relatively flat funding
during fiscal years 2010-2012, PPF has steadily increased for the
third consecutive year, with an increase of about 2% for fiscal
2015.

The schools' fiscal 2014 combined operating margin was a solid
5.6%, up from 1% the prior fiscal year. VPA's margin has
fluctuated, averaging 2.8% (2010-2014); and was positive 5.2% in
fiscal 2014, compared to negative 1.8% in the prior year. Despite
only three years of audited operating history, ACV generated a
solid 6% and 4.5% operating margin in fiscal years 2014 and 2013,
respectively, boosting aggregated performance. For the six months
ended Dec. 31, 2014 (unaudited), the schools were slightly ahead of
budget with combined net operating income of $255,000 based on
operating revenues of $4.51 million. For fiscal 2014, the schools'
budgeted for a combined operating surplus of about $238,700, which
management expects to achieve based on enrollment growth during the
2014-2015 (fiscal 2015) academic year and improved PPF.

Fitch views continued enrollment stability and breakeven to
positive operations critical as the schools' balance sheet
resources provide little financial flexibility. On a combined
basis, available funds (cash and investments not restricted)
totaled $1.6 million as of June 30, 2014, up from $925,000 as of
June 30, 2013. Available funds covered fiscal 2014 combined
operating expenses ($10.07 million) and debt ($16.25 million) by a
very low 15.5% and 9.5%, respectively, but reflect marked
improvement over the prior year.

MODERATING DEBT BURDEN; IMPROVED COVERAGE

The schools' financial leverage remains high as measured by pro
forma MADS coverage and burden. Debt service coverage, as
calculated by Fitch, remains weak but improved. Despite VPA's track
record of enrollment growth, strong academic performance and
generally breakeven to positive operating results, VPA still cannot
cover the carrying charges on the series 2012 bonds from current
operations without the benefit of revenues derived from ACV. VPA's
fiscal 2014 net income available for debt service totaled just
$1.03 million, covering MADS ($1.18 million) by just under 1.0x
(0.9x).

Under Fitch's charter school rating criteria, a school having less
than five years of audited operating history is excluded from this
calculation in pooled transactions. While ACV has experienced
strong demand to date and benefits from its affiliation with VPA
and the GHA network, it has only completed three full academic
years (2012/13-2013/14). When incorporating ACV into the debt
service calculation, MADS coverage improved to an adequate 1.7x for
fiscal 2014; up from 1.2x in fiscal 2013.

The schools' debt burden remains high, although leverage metrics
improved slightly from fiscal 2013 to fiscal 2014. MADS consumed a
high 11.1% of the schools' combined fiscal 2014 operating revenues
of $10.67 million. Total debt outstanding of about $16.25 million
also represented a high 8.0x of combined net income available for
debt service of $2.06 million. High leverage ratios are
characteristic of the charter school sector and Fitch views MADS
coverage of at or under 1x as a speculative grade credit
attributes. Fitch believes there is potential for upward rating
momentum based on improving coverage levels for VPA.

While the broader GHA network will likely continue to grow and
expand, VPA and ACV have no more material capital or borrowing
needs. The current campus constructed in 2012 is relatively new.
Moreover, based on the improved state funding environment, modest
enrollment growth; and lack of capital plans, Fitch believes the
school's debt burden should moderate over time.



HEADWATERS INC: Moody's Affirms 'B2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Headwaters Inc.'s B2 Corporate
Family Rating and its B2-PD Probability of Default Rating following
the company's announcement that is issuing $425 million senior
secured term loan due 2022 to which Moody's assigned a B1 rating.
Proceeds from the proposed term loan will be used to redeem the
company's existing 7.625% $400.0 million Sr. Sec. Notes due 2019,
at which time the rating for this debt will be withdrawn, and to
pay related fees and expenses. Headwaters anticipates a reduced
rate for the proposed term loan relative to the existing notes that
are being refinanced.  In a related rating action, Moody's raised
the company's Speculative Grade Liquidity rating to SGL-2 from
SGL-3, since Moody's expect strong free cash flows, healthy cash
balances, and the revolving credit facility to remain unutilized.
The rating outlook is stable.

Moody's views the proposed lower pricing and the extended maturity
date as credit positives.  Cash interest savings could be upwards
of $8 - $9 million per year. However, Headwaters will not begin to
reap the benefits of these lower cash interest payments until
mid-2018, since it needs to pay for the tender/make whole premium
and related expenses.  Future cash interest payments for all of
Headwaters' debt should be less than $35 million, the lowest level
since fiscal year 2009.

The following ratings/assessments were affected by this action:

  -- Corporate Family Rating affirmed at B2

  -- Probability of Default Rating affirmed at B2-PD

  -- $425 million Sr. Sec. Term Loan due 2022 assigned B1 (LGD3)

  -- $150 million Sr. Unsec. Notes due 2019 affirmed at Caa1
     (LGD5)

  -- Speculative Grade Liquidity Rating raised to SGL-2 from
     SGL-3

Headwaters' B2 Corporate Family Rating reflects its leveraged
capital structure.  Key debt credit metrics remain suitable despite
their modest improvement resulting from a lower amount of balance
sheet debt.  Earlier this month, the company redeemed most of its
high-coupon Conv. Sr. Sub. Notes due 2016, providing an offset to
the higher level of debt for the term loan.  On a pro forma basis,
debt leverage declines to about 4.7x from 4.8x at 1Q15 and free
cash flow-to-debt expands to about 4% from 2.4%.  Interest coverage
(measured as EBITA-to-interest expense) improves to around 2.25x
pro forma from 1.9x for the 12 months through Dec. 31, 2014.
Headwaters is benefiting from higher levels of construction
spending, the main driver of its revenues, which should translate
into better operating performance.  Operating margins should
improve due to better pricing and higher volumes, as well as the
continued implementation of internal cost-saving initiatives and
realized synergies from recent acquisitions.

The change in the Speculative Grade Liquidity Rating to SGL-2 from
SGL-3 reflects free cash flow and healthy cash balances that are
better than Moody's previously anticipated.  Moody's project
Headwaters generating $40 - $50 million in unadjusted free cash
flow over the next 12 months, highest levels since 2007, providing
more than sufficient capacity to pay the term loan amortization of
$4.25 million per year.  Cash on hand remains healthy and
approximates $100 million at 1Q15 after using about $52 million to
redeem most of the convertible notes.  With better free cash flow,
Moody's is more confident that the company's revolving credit
facility will remain unutilized (with an exception for letters of
credit), further supporting the company's good liquidity profile.

The B1 rating assigned to the proposed $425.0 million senior
secured term loan due 2022, one notch above the Corporate Family
Rating, reflects the pledged collateral. The term loan has a first
lien on substantially all of Headwaters' non-current assets and a
second lien on the assets securing the revolving credit facility.
Headwaters' material domestic subsidiaries provide upstream
guarantees.  The term loan amortizes 1% per year with a bullet
payment at maturity. The maturity of the proposed term loan would
be accelerated to October 2018 if at that time more than $50
million of the company's $150 million Sr. Unsec. Notes due 2019
(rated Caa1) remain outstanding.  The term loan also benefits from
the priority of payment relative to these senior unsecured notes.

The stable rating outlook incorporates Moody's view that
Headwaters' debt credit metrics will be supportive of the B2
Corporate Family Rating.  The company's good liquidity profile
enables Headwaters to pursue growth opportunities both organically
and by acquisitions without refunding risks over the intermediate
term.

Positive rating actions could ensue if Headwaters continues to
benefit from its key end markets and exceed Moody's forecasts for
earnings and free cash flow generation.  Operating performance that
translates into EBITA-to-interest expense sustained above 2.5x or
debt-to-EBITDA remaining below 4.0x (all ratios incorporate Moody's
standard adjustments) could support positive rating actions.  Also,
permanent debt reductions and an improved liquidity profile would
also support upward rating pressures.

Negative rating actions could occur if Headwaters' operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in demand for its products.  EBITA-to-interest expense remaining
below 1.5x or debt-to-EBITDA sustained above 6.0x (all ratios
incorporate Moody's standard adjustments) could pressure the
ratings.  A deteriorating liquidity profile or a large
debt-financed acquisitions could stress the ratings as well.

Headwaters Inc., headquartered in South Jordan, Utah, is primarily
a domestic building products company operating in the light and
heavy building materials sectors. The company sells building
products such as manufactured architectural stone, siding accessory
products, roof products and concrete block. It also markets coal
combustion products ("CCPs"), including fly ash which is primarily
used as a partial replacement for portland cement in concrete.
Revenues for the last 12 months through Dec. 31, 2014 totaled
approximately $825 million.

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


HEADWATERS INC: S&P Assigns 'BB-' Rating on $425MM Sec. Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating (one notch above the corporate credit rating) to
U.S.-based light building products and heavy construction materials
company Headwaters Inc.'s proposed $425 million senior secured term
loan facility.  The recovery rating is '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in the event of
default.  The 'B-' issue-level rating and '6' recovery rating on
its $150 million senior unsecured notes remain unchanged.
Headwaters recently redeemed substantially all of its outstanding
8.75% $50 million senior subordinated convertible notes, leaving
approximately $1.2 million outstanding.

South Jordan, Utah-based Headwaters Inc. is seeking to raise a $425
million term loan B, with proceeds being used primarily to
refinance all of its outstanding 7 5/8% senior secured notes due
April 2019.

The 'B+' corporate credit rating on Headwaters Inc. reflects S&P's
view of the company's business risk as "weak" and its financial
risk as "aggressive."  The weak business risk profile reflects
Headwaters' exposure to cyclical residential and nonresidential end
markets, partially offset by moderate product diversity and leading
positions in the coal combustion business.  The key business risk
includes S&P's expectation of above-average EBITDA volatility due
to the company's exposure to the cyclical residential and
nonresidential construction sectors.  S&P's financial risk
assessment reflects its opinion that Headwaters will continue to
pursue modest size acquisitions.  However, S&P do not expect any of
these acquisitions, when they do occur, to materially increase
leverage above 5x.

Ratings List

Headwaters Inc.
Corporate credit rating                  B+/Stable/--

New Rating

Headwaters Inc.
$425 mill. sr secd term loan              BB-
Recovery rating                          2



HEDWIN CORP: Settles Pension Claims for $7.5-Mil.
-------------------------------------------------
Law360 reported that plastic packaging company Hedwin Corp. settled
with the trustee of its now-terminated pension plan in a Maryland
bankruptcy court, agreeing to pay $7.5 million to resolve the $9.6
million claim.

According to the report, the settlement was $2.1 million short of
the total sought by the Pension Benefit Guaranty Corp., which
notified Hedwin in August that its pension plan would be "unable to
pay benefits when due as a result of abandonment and underfunding."
The PBGC filed claims for $9.6 million related to the pension
plan, the report said.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.  Saul Ewing LLP
serves as the Creditors' Committee's Maryland counsel while
Lowenstein Sandler serves also serves as counsel.  EisnerAmper LLP
serves accountant and financial advisor.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Nancy Alquist on May 12,
2014 approved the sale to Fujimori.

In October 2014, Judge Alquist entered an order confirming the
Joint Plan of Liquidation proposed by Hedwin Corporation and the
Official Committee of Unsecured Creditors.  The judge also
approved the explanatory Disclosure Statement.  The liquidation
plan will be funded from cash on hand, plus release of any funds
to the company pursuant to an escrow agreement, and the receipt of
insurance proceeds.


HICKORY HILL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hickory Hill 1185, LLC
        121 Ridgeland Way NE
        Atlanta, GA 30305

Case No.: 15-13854

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Michael D. Seese, Esq.
                  SEESE, P.A.
                  101 NE 3rd Avenue, Suite 410
                  Fort Lauderdale, FL 33301
                  Tel: 954-745-5897
                  Email: mseese@seeselaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sam G. Dickson, managing member.

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


HIRAL & ANIL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hiral & Anil Patel Partnership
           aka Hampton Inn & Suites
        1700 S. Wheeler Street
        Jasper, TX 75951-5404

Case No.: 15-31187

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. David R Jones

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  Email: margaret@mmmcclurelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hiralkumar R. Patel, general partner.

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


IMPLANT SCIENCES: Has Suffered Recurring Losses from Operations
---------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $6.24 million on $2.14 million of revenues for the
three months ended Dec. 31, 2014, compared with a net loss of $4.34
million on $3.15 million of revenues for the same period in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $5.51 million
in total assets, $75.9 million in total liabilities and total
stockholders' deficit of $70.4 million.

The Company has suffered recurring losses from operations.  There
can be no assurances that its forecasted results will be achieved
or that it will be able to raise additional capital necessary to
operate its business.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern,
according to the regulatory filing.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/7KzfEG
                          
                     About Implant Sciences

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

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

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

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

                         Bankruptcy Warning

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


INDEPENDENCE TAX IV: Posts $11.2-Mil. Net Income for Q4
-------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $11.2 million on $731,000 of total
revenues for the three months ended Dec. 31, 2014, compared to a
net loss of $114,000 on $641,000 of total revenues for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $3.24 million
in total assets, $14.2 million in total liabilities, and a total
partners' deficit of $10.96 million.

At Dec. 31, 2014, the Partnership's liabilities exceeded assets by
$10.96 million and for the nine months ended Dec. 31, 2014, the
Partnership had net income of $11.02 million.  These factors raise
substantial doubt about the Partnership's ability to continue as a
going concern, according to the regulatory filing.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/sVCHhp
                          
                     About Independence Tax IV

New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb. 22, 1995.

On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.  The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors.  The Offering was terminated on May 22, 1996.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will take a number of years.

Independence Tax Credit Plus L.P. IV reported a net loss of $2.71
million on $3.6 million of total revenues for the fiscal year
ended March 31, 2014, compared to a net loss of $967,365 on $3.45
million of total revenues for the year ended March 31, 2013.

The Company's balance sheet at June 30, 2014, showed $4.53 million
in total assets, $26.59 million in total liabilities and a $22.05
million total partners' deficit.


INT'L ENVIRONMENTAL: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------------
The Hon. Wayne Johnson of the U.S. Bankruptcy Court for the Central
District of California converted the Chapter 11 case of
Environmental Solutions Corporation to a Chapter 7 liquidation
proceeding at the request of Howard B. Grobstein, the Debtor's
Chapter 11 trustee

The Chapter 11 trustee cited continued diminution of the Debtor's
estate and the absence of a reasonable likelihood of rehabilitation
in the immediate future.

As reported Troubled Company Reporter on Feb. 20, 2015, Martina A.
Slocomb, Esq., at Marshack Hays LLP, explained that the Debtor's
Chapter 11 case has been pending for nearly three years.  Despite
great efforts by all of the parties involved, she continues, IES
has not received sufficient money to make a distribution to
creditors and the minimal funds in the Estate have gone to pay
Chapter 11 United States Trustee's fees.  In addition, IES has been
unable to pay any of its substantial professional fees or to repay
EH National Bank the balance due on its loan, which IES had agreed
to repay by December 2013.  

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

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

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

            About International Environmental Solutions

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

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

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


JIF ELECTRIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: JIF Electric, Inc.
        PO Box 15
        Andrews, TX 79714

Case No.: 15-70030

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Debtor's Counsel: Max R. Tarbox, Esq.
                  TARBOX LAW, PC
                  2301 Broadway
                  Lubbock, TX 79401
                  Tel: (806) 686-4448
                  Fax: (806) 368-9785
                  Email: max@tarboxlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ismael Fuentes, president.

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


KONINKLIJKE PHILIPS: Unit Challenges Bid to Audit Fibro Trust
-------------------------------------------------------------
Law360 reported that a U.S. unit of Koninklijke Philips Electronics
NV pushed the Delaware Chancery Court to throw out claims from six
insurance companies seeking to audit the asbestos personal injury
trust, set up during its bankruptcy case, to determine whether it
has been paying out fraudulent claims.

According to the report, during a hearing in Dover, Kenneth H.
Frenchman of Kasowitz Benson Torres & Friedman LLP, attorney for
Philips unit T.H. Agriculture & Nutrition LLC, argued that while
the six insurers do have some audit rights to the trust, they are
narrowly tailored, and don't extend to the type of information the
insurance companies are seeking.  The insurers -- AIU Insurance
Co., American Home Assurance Co., Birmingham Fire Insurance Co. of
Pennsylvania, Granite State Insurance Co., Lexington Insurance Co.,
and National Union Fire Insurance Co. of Pittsburgh -- are able to
inspect the records for things such as mathematics errors, and have
them corrected, Frenchman said, the report related.

The case is AIU Insurance Co. et al v. Philips Electronics North
America et al, case number 9852, in the Delaware Court of Chancery.


LANDMARK ELECTRICAL: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Landmark Electrical Supply, LLC
        2916 V Street,NE
        Washington, DC 20018

Case No.: 15-00116

Nature of Business: Wholesale Distributor

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       for the District of Columbia (Washington, D.C.)

Debtor's Counsel: Richard H. Gins, Esq.
                  THE LAW OFFICE OF RICHARD H. GINS LLC
                  4710 Bethesda Avenue, Suite 204
                  Bethesda, MD 20814
                  Tel: 301-718-1078
                  Email: Richard@ginslaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Levi Foster, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb15-00116.pdf


LAS AMERICAS 74-75: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Las Americas 74-75, Inc.
        Calle Frank Becerra, # 75
        San Juan, PR 00918-1318

Case No.: 15-01527

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: 787-729-2900
                  Fax: 787-729-2203
                  Email: notices@condelaw.com

Total Assets: $21.21 million

Total Liabilities: $18.65 million

The petition was signed by Omar Guzman Benitez, vice president.

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


LEHMAN BROTHERS: Paid $44 Million in Bonuses in 2014
----------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Lehman Brothers Holdings Inc., which collapsed more than six
years ago, continues to pay millions in bonuses to the team winding
down its business.

According to the report, citing a monthly operating report filed in
court, Lehman, which officially emerged from Chapter 11 nearly
three years ago, paid out $44 million last year in bonuses to
employees.  The bank paid out about $50 million in bonuses in 2013,
the report related.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LIFESTYLE LIFT: Shuts Down Most Businesses, Considers Bankruptcy
----------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Lifestyle Lift, a nationwide chain of cosmetic surgery centers,
abruptly shut down the majority of its business on March 2 and said
it is considering filing for bankruptcy.

According to the report, in a letter to employees sent March 1,
founder Dr. David Kent said the company "has made the decision to
temporarily cease operations until further notice" and told
employees not to report to work "until further notice unless
otherwise instructed."

Bankruptcy is among options that the company is considering, a
company spokeswoman said, adding that no firm decisions have been
made, the Journal related.


LIONS GATE: Moody's Assigns 'Ba3' Rating on New $250MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Lions Gate
Entertainment Corp.'s new $250 million senior 5% fixed rate secured
second lien term loan. Proceeds from the new term loan will be used
to repay the company's existing $225 million floating rate second
lien term loan due 2020 and repay a certain amount under the $800
million first lien senior secured revolving credit facility due
2017.  Lionsgate has approximately $160 million outstanding under
the revolving credit facility.  Since the refinancing transaction
is essentially leverage-neutral, it will not impact the company's
Ba3 corporate family rating and since the mix of debt isn't
materially affected, it will not impact the company's existing
ratings for its individual debt classes.  Lions Gate's other
ratings including its Ba3-PD Probability of Default rating, Ba3
rating on the $225 million second lien notes due 2018 and the SGL-2
Speculative Grade Liquidity rating are also unaffected. The rating
outlook remains stable.

Assignments:

Issuer: Lions Gate Entertainment Corp.

  -- Senior Secured Bank Credit Facility (Local Currency), Assigned
Ba3

  -- Senior Secured Bank Credit Facility (Local Currency), Assigned
a range of LGD3, 42%

Lionsgate's Ba3 CFR is supported by moderate debt-to-EBITDA
leverage and stable operating cash flows generated by its library
consisting of 15,000 film titles and television episodes. T he
rating also reflects typical low margin contributions and inherent
volatility in the film business due to uncertainty surrounding box
office performances of films and commercial success of television
programming.  The company's track record of negotiating
co-production agreements and acquiring or producing niche films
which cost significantly lower than typical big-budget tent pole
movies, reduce financial exposure associated with motion picture
production.  Lionsgate's focus on films with disciplined budgets
allow it flexibility to deliver a slate of diversified movies, some
of which are anchored by proven franchises such as The Hunger Games
and Divergent.  Moody's believe the company is currently firmly
positioned in its rating category as it has made remarkable
progress in paying down debt, as a result of which leverage notably
improved to 2.6x as of 12/31/2014 (incorporating Moody's standard
adjustments).  The rating is supported by the company's significant
asset value, which includes its equity investments such as POP and
EPIX, and the growing contribution of its television production and
syndication businesses.  Despite the higher visibility for profits
and cash flows and moderate leverage over the next few years, the
company's ratings are constrained by the volatility of the film
business and the risk that some of its profits could be reinvested
in non-franchise films that may ultimately underperform, and the
lower visibility of revenue beyond the company's fiscal 2017.

The stable rating outlook reflects Moody's expectation that the
company will generate positive cash flow over the forward rating
horizon and apply it towards debt reduction such that absolute debt
levels decline to about or under $500 million over the next 2
years.

A rating upgrade is unlikely in the intermediate term given the
volatility and unpredictability of the film business, which results
in low visibility on revenues beyond the completion of the Hunger
Games and Divergent franchises.  However, ratings could be upgraded
in the long-term if the company is able to demonstrate consistent
slate performance and ability to develop multiple successful film
franchises leading to further debt reduction, or if the company
diversifies its operations further such that it materially reduces
its dependence on new theatrical film performance, such that it can
sustain absolute debt levels of under $300 million and maintain
free cash flow to debt of over 50%.

The company's ratings could be downgraded if it has sustained
underperformance across its slate or if it directs cash flow and
increases debt and leverage to fund material acquisitions,
dividends or share repurchases, such that Moody's expectation of
its ability or commitment towards debt leverage is changed, its
liquidity or cash flow are adversely affected, or leverage is
sustained over 3.0x.

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


LIONS GATE: S&P Assigns 'BB-' Rating on New $250MM 2nd Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4L' recovery rating to Santa Monica, Calif.-based
independent film studio Lions Gate Entertainment Corp.'s proposed
$250 million senior secured second-lien term facility due 2022. The
'4L' recovery rating reflects S&P's expectations for average
recovery (30%-39.9%) of principal in the event of a payment
default.

The company plans to use the net proceeds to fully repay the $225
million senior secured second lien-term loan due July 2020, to
repay a portion of the outstanding borrowings under its existing
senior revolving credit facility ($160.5 million outstanding as of
Dec. 31, 2014), and for general corporate purposes.

S&P raised its corporate credit rating on Lions Gate to 'BB-' from
'B+' on Jan. 6, 2015, based on S&P's expectation that Lions Gate's
revenue and cash flow visibility will improve over the next two
years.  The rating also reflects S&P's assessment of the company's
business risk profile as "weak," based on S&P's criteria.  This
assessment stems from the inherent volatility of the motion picture
industry due to the high upfront costs, timing, and uncertain
success of film releases.

S&P's assessment of Lions Gate's financial risk profile as
"significant" reflects S&P's expectations for discretionary cash
flow to debt of more than 20% (including production loans) and
leverage of 3x-4x for the next two years due to the Hunger Games
and Divergent franchises' success and the company's risk mitigation
strategy.  S&P's assessment also reflects the cash flow volatility
and formidable upfront cash requirements inherent in the film
studio business.  Leverage, pro forma for the proposed transaction,
is about 4.1x, as of Dec. 31, 2014.

RATINGS LIST

Lions Gate Entertainment Corp.
Corporate Credit Rating           BB-/Stable/--

New Ratings

Lions Gate Entertainment Corp.
Senior secured second-lien term facility due 2022     BB-
  Recovery Rating                                      4L



LOUDOUN HEIGHTS: Hires Auction Markets as Auctioneer
----------------------------------------------------
Loudoun Heights, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Auction
Markets, LLC to provide auctioneer services to sell the Debtor's
313-acre property.

The Auctioneer will engage in a comprehensive marketing, sales
effort, and an absolute auction of the Debtor's 313-acre property.
Marketing and promotional expenses will include:

   (a) regional Wall Street Journal advertising;

   (b) Washington Post advertising;

   (c) Leesburg Today advertising;

   (d) digital media advertising on commercial real estate and
       land real estate For Sale and Auction websites;

   (e) posting of the auction on www.auctionmarkets.com;

   (f) multiple email campaigns to the Auction Markets database as

       well as through third party email services (Property
       Campaign, LoopNet, Property Push, etc…);

   (g) scheduled inspection times for prospective buyers to walk
       the property;

   (h) preparation of a due diligence package and virtual data
       room for distribution of property information for
       prospective buyers to review prior to the auction;

   (i) custom signage to be installed at the entrance of the 60
       foot wide access easement on Harpers Ferry Road;

   (j) design and distribution of 1,000+ postcards to prospective
       buyers, brokers and investors; and

   (k) any other marketing that the Auction Company, in
       consultation with the Debtor, anticipates to be effective.

Auction Markets agreed to advance the costs of marketing and sales,
and the Auctioneer will be reimbursed following the successful sale
of the Debtor's 313-acre property.  The Auctioneer estimates that
the marketing costs will be less than $8,500.  Moreover, the
Auctioneer will receive a ten-percent (10%) buyers premium upon the
sale of the Debtor's 313-acre property.

Stephen M. Karbelk, CEO of Auction Markets, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Auction Markets can be reached at:

    Stephen M. Karbelk
    AUCTION MARKETS LLC
    20333 Medalist Dr
    Ashburn, VA 20147-4184
    Tel: (571) 481-1037
    E-mail: stephen@auctionmarkets.com

                        About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization.  According to the
disclosure statement, all classes of creditors will be paid in
full.  The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.


MARCONI PARK: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Marconi Park, L.L.C.
        c/o Craig Bernstein
        Jackson Corporate Real Estate
        101 Marietta St., 31st Floor
        Atlanta, GA 30303

Case No.: 15-53974

Chapter 11 Petition Date: March 2, 2015

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

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY & HENNINGS LLC
                  Suite 4420
                  303 Peachtree Street, NE
                  Atlanta, GA 30308
                  Tel: 404-584-1200
                  Fax: 404-681-4355
                  Email: mharris@maceywilensky.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Craig Bernstein, managing member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-53974.pdf


MATAGORDA ISLAND: Case Conversion Hearing Continued Until March 31
------------------------------------------------------------------
The Bankruptcy Court continued until March 31, 2015, the motion to
convert the Chapter 11 case of  Matagorda Island Gas Operations,
LLC, to one under Chapter 7 of the Bankruptcy Code.  At the
hearing, the Court will also consider objections and responses to
the motion filed by the U.S. Trustee.

The Debtor, in its objection, stated that it will have the funds
necessary to pay the indicated insurance premium and obtain a
certificate of appropriate insurance.  Therefore, the Debtor
requested that the Court deny the motion.

The Debtor related that since the filing of the opposition, it has
worked to obtain both a quote for liability insurance as well as
funding to pay the annual premium for such insurance.  On Jan. 5,
2015, the Debtor obtained a quote from Donnaway Insurance, Inc.,
for insurance indicating that the annual premium would be $96,000.
On Jan. 25, the Debtor received an executed debtor-in-possession
loan term sheet with AIC Investments Limited dated Jan. 23.

Stallion Offshore Quarters, Inc., creditor and party-in-interest,
expressed support to the U.S. Trustee's motion to convert case.
Stallion believed that the Debtor has repeatedly failed to obtain
insurance for certain high value assets which are property of the
estate, including the offshore well that the crew quarters are on,
which is a ground to convert the case.  The Debtor contracted with
Stallion to provide rental crew quarters and various other rental
services to be delivered and used on one of the Debtor's offshore
wells.  After non-payment, Stallion filed mineral liens and
obtained a state court judgment against the Debtor.  According to
Stallion, the crew quarters have never been returned and are still
sitting on the offshore platform.

                        Debtor's Objection

As reported in the TCR on Jan. 14, 2015, the Debtor opposed to the
U.S. Trustee's motion for conversion/dismissal, stating that there
is no mandatory cause for dismissal or conversion insofar as the
current lack of insurance poses no credible risk to the estate or
to the public at this time.  Additionally, the Debtor pointed out
that it has and continues to attempt to comply with the order to
the debtor in possession and to obtain the necessary insurance and
believes that such insurance can be put in place prior to the
existence of any actual risk to the estate or public.

Shamrock Energy Solutions, LLC, supports the U.S. Trustee's motion,
but said it believes that it would be in the best interest of all
creditors if the case were converted to a Chapter 7 and not
dismissed.

In its motion for conversion or dismissal, the U.S. Trustee said it
has repeatedly asked the Debtor to obtain and provide proof of
insurance as required by the order to the Debtor starting with the
initial Debtor interview on Sept. 24, 2014, and continuing at the
341 Meetings on Oct. 7, and Nov. 4.  In addition, the attorney and
the analyst for the U.S. Trustee have contacted Debtor's counsel
several times requesting proof of insurance.  According to the U.S.
Trustee, to date, the Debtor has not provided proof to that (1) the
Debtor has general liability insurance and (2) all assets are
covered by property insurance.

Stallion Offshore is represented by:

         Carl Dore, Jr., Esq.
         Zachary S. McKay, Esq.
         DORE LAW GROUP, P.C.
         17171 Park Row, Suite 160
         Houston, TX 77084
         Tel: (281) 829-1555
         Fax: (281) 200-0751
         E-mail: zmckay@dorelawgroup.net
                 carl@dorelawgroup.net

                      About Matagorda Island

Matagorda Island Gas Operations, LLC, filed a Chapter 11
bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in
Lafayette, Louisiana, on Sept. 3, 2014. The case is assigned to
Judge Robert Summerhays.  The Debtor has tapped Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard as counsel.  The Debtor disclosed $891
million in assets and $26.1 million in liabilities as of the
Chapter 11 filing.



MAUDORE MINERALS: To Continue Debt Restructuring Under CCAA
-----------------------------------------------------------
Maudore Minerals Ltd. on March 2, 2015, disclosed that the Superior
Court of the Province of Quebec has granted an order whereby its
proposal to creditors initially filed under the Bankruptcy and
Insolvency Act has been continued under the Companies' Creditors
Arrangement Act, with Samson Belair/Deloitte & Touche Inc.
transitioning from its role as trustee under the BIA to the role of
monitor under the CCAA.  Maudore will continue in its efforts to
restructure its debt within the framework of the CCAA.  The initial
30-day stay period under the CCAA will expire on March 29, 2015 and
may be renewed thereafter.

Maudore is a Quebec-based junior gold company with more than 13
exploration projects.  One of these projects is at an advanced
stage of development with reported current and historical resources
and mining.


MILK SPECIALTIES: S&P Affirms 'B-' CCR, Off Watch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Eden Prairie, Minn.-based Milk
Specialties Co., and removed all ratings from CreditWatch, where
S&P had placed them with negative implications on Nov. 3, 2014,
following the company's technical default under its credit
agreement for failing to timely file its financial statements.  The
outlook is stable.

At the same, S&P raised the issue-level ratings on the company's
senior secured debt to 'B' from 'B-' and revised the recovery
rating to '2L' from '3', indicating S&P's expectation of
substantial (70% to 80%) recovery for lenders in the event of a
payment default.

"The CreditWatch removal and corporate credit rating affirmation
reflect the company's recent amendment to its credit agreement,
which waives the covenant default and provides covenant relief, as
well as our opinion that operating performance and cash flows will
steadily improve in 2015 as whey and milk input costs decline,"
said Standard & Poor's credit analyst Kim Logan.

The stable outlook reflects S&P's expectation that lower milk input
costs will enable the company to continue to improve its operating
performance and cash flows, thus maintaining adequate covenant
cushion over the next several quarters before possibly declining
again in the mid-2016 as the covenant schedule tightens.

S&P would consider lowering the ratings on the company if dry whey
milk input cost inflation returns pressuring cash flow, operating
margins, and the company's financial covenants.  If dry whey costs
were to increase in the double digits on a sustained basis, S&P
believes the company's EBITDA margins would decline by over 200
basis points and free cash flows would become negative, possibly
leading to another covenant default.

S&P would raise the ratings if Milk Specialties' financial sponsor
owners clearly articulate a less aggressive financial policy,
including maintaining debt to EBITDA well below 5x and committing
to the company not taking on debt, which S&P believes is not likely
given that the sponsor has not yet received any material dividends
or other form of return on their investment since the LBO in 2011.



MISSISSIPPI PHOSPHATES: Hires Craig Geno as Counsel Over BP Claim
-----------------------------------------------------------------
Jonathan J. Nash, the chief restructuring officer of Mississippi
Phosphates Corporation, et al., asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Mississippi to
employ the Law Offices of Craig M. Geno, PLLC as special counsel.

The CRO has requested that the special counsel serve in connection
with the review and analysis of claims involving British Petroleum,
arising out of the Deepwater Horizon disaster (the "BP Claim").
The Special Counsel to provide advice, analysis and counsel to the
CRO with respect to BP Claim.

The special counsel will be paid at these hourly rates:

       Craig M. Geno              $385
       Jarret P. Nichols          $225
       Paralegals                 $150

The special counsel will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Craig M. Geno assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

The Law Offices of Craig M. Geno, PLLC can be reached at:

       Craig M. Geno, Esq.
       THE LAW OFFICES OF CRAIG M. GENO, PLLC
       587 Highland Colony Parkway
       Ridgeland, MS 39157
       Tel: +1 (601) 427-0048

                    About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material used
in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and
Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27,
2014.  Judge Katharine M. Samson is assigned to the cases.

Mississippi Phosphates disclosed $98.8 million in assets and $141
million plus an unknown amount in liabilities.  Affiliates Ammonia
Tank and Sulfuric Acid Tanks each estimated $1 million to $10
million in both assets and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow
LLP as counsel.  The official committee of unsecured creditors
tapped Burr & Forman LLP as its counsel.


MISSISSIPPI PHOSPHATES: Taps Motley Rice as Special Counsel
-----------------------------------------------------------
Mississippi Phosphates Corporation, et al., seek permission from
the U.S. Bankruptcy Court for the Southern District of Mississippi
to employ Motley Rice LLC as special counsel for the Debtors.

The Debtors filed the application to employ Motley Rice on their
own behalf, and at the request of various other parties to the
Agreement of the Definitive Settlement Terms, dated as of Feb. 17,
2015.

On Feb. 18, 2015, the Debtors filed a Motion seeking approval of
the settlement they entered into with the Committee, the Lender
Parties, and PHI.  One of the provisions of the proposed settlement
as set forth in the Settlement Motion related to the BP Claim, and
was set forth in Sections 2 C. and D. of the Settlement Agreement,
provided as follows:

   C. In addition to the current retention of Motley Rice LLC
      ("Motley Rice") by PHI to pursue the BP Claim, the Debtors
      shall promptly retain Motley Rice with respect to the filing

      and prosecution of the BP Claim.  The parties hereto shall
      follow any reasonable advice of Motley Rice with respect to
      the pursuit of the BP Claim, and the Lenders' liens and
      terms of this Settlement shall apply to any additional steps

      that may be taken to protect and fully recover the BP Claim
      (including any additional or protective claims that may be
      filed by PHI or the Debtors upon the advice of Motley Rice).

      The Motley Rice retention by the Debtors shall be on
      substantially the same terms as the Motley Rice retention by

      PHI with respect to the PHI BP Claim, resulting in a single
      fee to Motley Rice.

   D. The Debtors shall draft one or more separate claim(s) under
      the BP Settlement Agreement on behalf of and in the name of
      the Debtors (the "Protective Claim")and, by no later than
      April 15, 2015, provide a draft copy of the Protective Claim

      to the Committee and the Lenders.  If the BP Claim, as
      presently filed, has not been unconditionally approved for
      payment by April 27, 2015, then the Committee and the
      Lenders shall request in writing that the Debtors file the
      Protective Claim.  If the Debtors, through their counsel,
      have not filed the Protective Claim by May 4, 2015, then the

      Committee may file a motion with the Court for the Debtors
      to show cause as to why the Protective Claim should not be
      filed.  The Committee may request expedited consideration of

      such motion.  The Lenders will support the request for
      expedited consideration of such motion.  The Agent shall
      have a valid, perfected security interest in any such newly
      filed Protective Claim and proceeds thereof.

The fee of Motley Rice is 10% -- which is appropriate under 11
U.S.C. section 328(a) -- of any gross recovery on the BP Claim
including all recoveries by PHI and/or the Debtors (the
"Claimants").  If the BP Claim (or any portion thereof) is appealed
to the District Court or Court of Appeals for the Fifth Circuit,
the Claimants will pay Motley Rice attorneys' fees of 20% of any
gross recovery; provided, that the payment will not apply to any
appeal to an administrative panel in accordance with the BP
Settlement Agreement claims process (in which case the fee shall be
10%).

The Fees will be calculated based on the gross amount of any
recovery by the Claimants prior to the deduction of any expenses.
Motley Rice will deduct from these Fees any hold back requirement
set forth in the BP MDL Court's Jan. 18, 2012, order, or any
subsequent applicable order in MDL No. 2179. Any expenses directly
related to and incurred in PHI's claim will be deducted from the
Claimants share of any recovery on PHI's claim.

Motley Rice can be reached at:

       MOTLEY RICE LLC
       28 Bridgeside Blvd.
       Mt. Pleasant, SC 29464
       Tel: (843) 216-9000
       Fax: (843) 216-9450

                    About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material used
in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and
Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27,
2014.  Judge Katharine M. Samson is assigned to the cases.

Mississippi Phosphates disclosed $98.8 million in assets and $141
million plus an unknown amount in liabilities.  Affiliates Ammonia
Tank and Sulfuric Acid Tanks each estimated $1 million to $10
million in both assets and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow
LLP as counsel.  The official committee of unsecured creditors
tapped Burr & Forman LLP as its counsel.


MITEL NETWORKS: Moody's Says Bid for Mavenir is Credit Negative
---------------------------------------------------------------
Moody's Investors Service said that Mitel Networks Corporation's
(B2 stable) offer to acquire Mavenir Systems (unrated) for $560
million is credit negative as leverage will increase.

Mitel Networks Corporation provides phone systems, collaboration
applications (voice, video calling, audio and web conferencing,
instant messaging etc.) and contact center solutions -
premise-based and in the cloud - to businesses of all sizes.  The
company's annual revenue is about $1.1 billion and is headquartered
in Ottawa, Ontario, Canada.



MITEL NETWORKS: S&P Revises Outlook to Stable & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Mitel Networks Corp. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'B+' long-term corporate credit
rating on the company.

S&P's '2H' recovery rating and 'BB-' issue-level rating on Mitel's
first-lien term loan (issued by Mitel US Holdings Inc.) are
unchanged and S&P plans to assign ratings to the proposed new debt,
which will replace the existing debt, once S&P receives additional
details.  The 'H' in S&P's recovery rating signifies that it
expects recovery to be on the high end of '2' on its recovery scale
in the event of a payment default.

"The outlook revision follows Mitel's announcement that it plans to
acquire Mavenir Systems in a cash and stock deal valued at about
US$560 million," said Standard & Poor's credit analyst David
Fisher.

Mavenir provides software-based networking solutions that enable
mobile service providers to deliver next generation services, such
as voice over LTE and voice over Wi-Fi, over 4G LTE networks.  The
company has experienced very strong growth in recent years with
revenue increasing to US$130 million in 2014 from just US$8 million
in 2010.  However, Mavenir has yet to generate positive earnings.

This rating action reflects S&P's view of the risks associated with
the transaction, given that Mavenir has generated losses since
inception, has limited synergies with Mitel, and represents an
entry into a new market for Mitel.  Mavenir operates in a nascent
market and is competing against substantially larger competitors,
making it difficult to determine whether it will ultimately succeed
in the long term.  In addition, a significant portion of the
acquisition will be debt-funded, resulting in Standard & Poor's
adjusted debt-to-EBITDA initially increasing to more than 4x on a
pro forma basis.  S&P expects leverage to improve to below 4x by
the end of 2015; however, S&P believes the current rating is
appropriate until the company has established a track record of
financial and operational performance following the Mavenir
acquisition.  As such, S&P revised its outlook and are affirming
the long-term corporate credit rating.

The company plans to partly fund the acquisition through the
proceeds of new senior secured credit facilities, which will
replace the existing facilities, and has received financing
commitments of approximately US$700 million.  S&P expects the
acquisition to close in the second quarter of 2015.

S&P has also taken these actions with respect to the rating
scores:

   -- Revised the business risk profile to "weak" from
      "vulnerable" principally due to the progress the company has

      made on integrating Aastra, which has resulted in increased
      scale and geographic diversity.

   -- Revised the financial risk profile to "significant" from
      "intermediate" to reflect the increase in leverage
      associated with the acquisition.  S&P expects adjusted debt-
      to-EBITDA of 3x-4x over the next few years, which is
      consistent with a significant financial risk profile.

   -- Removed the negative financial policy modifier, which was
      previously used to reflect S&P's view that Mitel could
      increase leverage to fund an acquisition such as the Mavenir

      transaction.

   -- Applied the negative comparable rating analysis modifier,
      which S&P plans to maintain until Mitel achieves a
      supportive track record of operational and financial success

      with Mavenir.

S&P's assessment of Mitel's business risk profile as weak reflects
the company's still-small scale relative to its larger competitors
and the inherent riskiness of the communications products industry
in which it operates.  The industry is characterized by cyclicality
and rapid technological change that is causing heightened
competition.  These risks are somewhat offset, in S&P's opinion, by
the company's healthy market positions in premise and cloud-based
telephony/unified communications solutions, and Mitel's good
geographic and customer diversity.

S&P believes market conditions in the hardware-based Internet
Protocol telephony market remain challenging due to weak
macroeconomic growth, particularly in Europe; the commoditization
of certain communication products; and a shift toward
software-based and hosted communication solutions that is
attracting new competitors, including large pure-play software
vendors such as Microsoft Corp., as well as hosted communication
service providers.  These conditions, among others, have resulted
in recent revenue declines at most communications solutions
providers.  S&P expects Mitel to continue to expand its software
and service revenues in the coming years, both organically and
through acquisitions such as Mavenir.

The stable outlook reflects S&P's expectation that Mitel will
increase adjusted debt-to-EBITDA to above 4x to complete the
Mavenir transaction.  That said, S&P expects this will improve to
below 4x by the end of 2015, which it views as consistent with a
significant financial profile in the next 12 months.

S&P could raise the ratings if Mitel successfully achieves
profitable growth at Mavenir, leading to adjusted debt-to-EBITDA
below 3.5x.  S&P expects that such a scenario would indicate an
improving business risk profile from sustainable earnings and
revenue growth at Mavenir and stable performance from Mitel's core
telephony software and hardware business.

S&P could lower the ratings if adjusted debt-to-EBITDA approached
5x, likely indicating accelerated losses at Mavenir or sustained
deteriorating performance in the company's core telephony business.
S&P could also consider a downgrade if the company pursued
additional acquisitions that lead to higher-than-expected
leverage.



MOTORCAR PARTS: M&T Bank Says It Was Swindled in Ch. 7
------------------------------------------------------
Law360 reported that M&T Bank Corp. has accused Motorcar Parts of
America Inc. in California state court of lying about a
subsidiary's financial health in order to cash in on a $60 million
line of credit, then liquidating the subsidiary and leaving the
lender on the hook for tens of millions of dollars.

According to the complaint filed in Los Angeles superior court, MPA
siphoned profits from Fenwick Automotive Products Ltd. while
misrepresenting its financial health to M&T in order to cash in on
a revolving loan, the report related.

                       About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  The company has offices in Tennessee,
Mexico, Singapore and Malaysia.

Two separately capitalized subsidiaries, namely Introcan Inc. and
Fenwick Automotive Products Ltd., filed for Chapter 7 liquidation
(Bankr. D. Del. Case No. 13-11499 and 13-11500) on June 10, 2013.
Introcan estimated less than $10 million in assets and $100 million
to $500 million in liabilities.  Fenwick estimated assets of more
than $10 million.  Three other affiliates also sought bankruptcy.

The Debtors are represented by Michael R. Nestor, Sean M. Beach and
Kara Hammond Coyle of Young Conaway Stargatt & Taylor LLP.



MUNSTER SCHOOL: S&P Cuts Rating on 1st Lien Mortgage Bonds to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating to
'BB' from 'BBB' on Munster School Building Corp., Ind.'s
first-mortgage bonds, issued for Munster Schools (the school
corporation), and removed the rating from CreditWatch, where it was
placed with negative implications on Jan. 28, 2015.  The outlook is
stable.

Following notification of a delayed payment, S&P had placed the
rating on CreditWatch with negative implications on Jan. 28, 2015
so as to determine why the payment had been missed.  Since then,
conversations with the district have allowed S&P to understand that
the missed payment was due to a cash flow shortfall and not an
oversight.

"The rating action reflects our opinion of such factors as the
district's structurally imbalanced operations, lack of financial
improvement despite the new referendum levy, failure to implement
budget adjustments in a timely manner, and weak liquidity
position," said Standard & Poor's credit analyst Anna Uboytseva.

The stable outlook on the underlying rating reflects S&P's view of
the district's vulnerable liquidity position and structurally
imbalanced operations, coupled with S&P's view of the district's
limited ability to raise revenue and vulnerable management
practices.



NATHAN'S FAMOUS: Moody's Assigns Caa1 CFR & Rates $125MM Notes Caa1
-------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Nathan's
Famous, Inc.'s, proposed $125 million guaranteed senior secured
notes.  In addition, Moody's assigned Nathan's a Caa1 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating (PDR), and
SGL-3 Speculative Grade Liquidity Rating.  The outlook is stable.

Proceeds from the proposed $125 million in guaranteed senior
secured notes will be used to fund a special dividend of up to $116
million to shareholders.

Moody's ratings are subject to review of final documentation.

Ratings assigned are;

  -- Corporate Family Rating of Caa1

  -- Probability of Default Ratings of B3-PD

  -- $125 million guaranteed senior secured notes, rated Caa1
     (LGD 4)

  -- SGL-3 Speculative Grade Liquidity Rating

  -- Outlook: Assigned Stable

The Caa1 Corporate Family Rating (CFR) reflects Nathan's high level
of business risk due to product and customer concentration that
includes significant reliance on a single agreement, very modest
level of revenues and earnings and aggressive financial policy
favoring shareholders.  The ratings also reflect Nathan's high
leverage and weak interest coverage pro forma for the proposed bond
offering with debt to EBITDA of over 6.25 times and EBITA to
interest expense of about 1.4 times for the LTM period ending Dec.
28, 2014.  The ratings are supported by the high level of brand
awareness of Nathan's core product, premium beef hot dogs, the
higher margin and less volatile earnings stream from franchise and
licensing revenues, particularly the agreement with John Morrell,
and adequate liquidity .

The stable outlook reflects Moody's view that leverage and interest
coverage will improve over time as a full year of the letter
agreement with John Morrell is incorporated into earnings while the
performance of Nathan's restaurant operations, branded products
program and other licensing agreements modestly improve.  The
outlook also incorporates the company maintaining at least adequate
liquidity that is supported by significant balance sheet cash.

Nathans Caa1 CFR is one-notch lower than its B3-PD Probability of
Default Rating, reflecting the utilization of a family recovery
rate that is lower than Moody's 50% average as well as a lower than
probability of default.  The lower than average family recovery
rate reflects Nathan's all bond capital structure and the
covenant-lite nature of the notes, which in Moody's view gives
lenders less of an ability to take prompt action if the company's
credit profile deteriorates, thereby providing lower-than-average
recovery values.  The Caa1 rating on the proposed notes reflects
the fact that the $125 million of secured notes comprise the entire
debt portion of Nathan's capital structure.

Factors that could result in an upgrade include a material and
sustained improvement in credit metrics. Specifically, a higher
rating would require leverage of well under 6.0 times and EBITA
coverage of interest of well above 1.5 on a sustained basis.  A
higher rating would also require maintaining at least adequate
liquidity. Factors that could result in downgrade include an
inability to improve leverage or coverage over the relatively near
term from current levels.  A deterioration in liquidity for any
reason could also result in downward rating pressure.

Nathan's is engaged in the marketing of the "Nathan's Famous" brand
and the sale of products bearing the "Nathan's Famous" trademarks
through several different channels of distribution.  Annual
revenues are approximately $96 million.

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


NEOGENIX ONCOLOGY: Law Firms Seek Exit From Malpractice Row
-----------------------------------------------------------
Law360 reported that Nixon Peabody LLP asked a federal judge to ax
the malpractice suit claiming it and Mintz Levin Cohn Ferris
Glovsky and Popeo PC contributed to a now-bankrupt biotech
company’s downfall, arguing Neogenix Oncology Inc. alleges the
conduct occurred in New York and is now improperly asserting
Washington, D.C., law claims.

According to the report, the firm asked the New York judge to
reject Neogenix's attempt to shoot down its argument that the
company benefited from a former executive's illegal fundraising
activities and thus shares responsibility with its outside
counsel.

The case is Neogenix Onocology, Inc. v. Gordon et al., Case No.
2:14-cv-04427.

                     About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

The U.S. Trustee for Region 4 has appointed seven members to the
committee of equity security holders.  Sands Anderson PC
represents
the Official Committee of Equity Security Holders.  The Committee
tapped FTI Consulting, Inc., as its financial advisor.


NEW ENGLAND COMPOUNDING: Outbreak Suits Centralized in Mass.
------------------------------------------------------------
Law360 reported that the U.S. Judicial Panel on Multidistrict
Litigation centralized two cases stemming from a deadly 2012
meningitis outbreak caused by tainted steroid injections
distributed by now-bankrupt New England Compounding Center in the
district court of Massachusetts.

According to the report, the panel transferred the two cases to
multidistrict litigation over the outbreak that killed 64 people,
over the objections of a number of anonymous Indiana health care
providers, saying that the suits would benefit from discovery and
coordination with the bankruptcy case.

The case is ALLEN v. ANONYMOUS HEALTH CARE PROVIDERS 1-8, Case No.
3:14-cv-00119 (S.D. Ind.).

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David
J. Molton, Esq.


NW VALLEY: Hires Asset Insight as Real Estate Appraiser
-------------------------------------------------------
NW Valley Holdings, LLC asks for permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Asset Insight
of Nevada as real estate appraiser for the remaining real property
of the Debtor, nunc pro tunc to February 4, 2015.

The compensation of Asset Insight's professional services will be a
"flat fee" in the amount of $2,500 due and payable prior to the
completion of the services.

Christopher C. Lauger of Asset Insight assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Asset Insight can be reached at:

       Christopher C. Lauger
       ASSET INSIGHT OF NEVADA
       P.O. Box 370784
       Las Vegas, NV 89137
       Tel: (702) 275-8218
       Fax: (866) 645-8395
       E-mail: chris@assetnv.com

NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition
(Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015.  The petition
was signed by Charles C. Reardon, senior managing director of
Asgaard Capital, LLC, as manager.  The Debtor disclosed assets of
$815,000 and liabilities of $428 million.  Judge August B. Landis
is assigned to the case.  Matthew C. Zirzow, Esq., at Larson &
Zirzow, LLC, serves as the Debtor's counsel.


NY MILITARY ACADEMY: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: New York Military Academy
        78 Academy Avenue
        Cornwall on Hudson, NY 12520

Case No.: 15-35379

Type of Business: A private coeducational boarding school

Chapter 11 Petition Date:  March 3, 2015

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  LEWIS D. WROBEL
                  201 South Avenue, Suite 506
                  Poughkeepsie, NY 12601
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430
                  Email: lewiswrobel@verizon.net

Total Assets: $10.54 million

Total Debts: $10.99 million

The petition was signed by David B. Fields, first vice-president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Advanced Learning Group LLC/       Demand Note/Loan      $749,000
Obridge Attn President             Interest Unknown
340 Madison Ave Ste 1920
New York, NY 10173

Applebaum, Charles                 Suit Settlement        $13,750

Blackbaud                              Renewal            $10,479

Bottini Fuel                       Goods/services         $61,184

The Brunetti Foundation            Demand Note/Loan      $665,472
Attn: President                    Intest Calculated
1655 US Highway 9                  through 2/28/15
Old Bridge, NJ 08857                                  

Central Hudson                         Utility            $91,369

Corbally Gartland &                Legal Services        $133,270
Rappeyea

Culinart                             Food Service        $234,814

Direct Energy Business LLC             Utility            $77,115

Ikemoto, Takeshi                    Parent Refund         $40,000

Liberty Environmental Mgmt             Services            $6,591

New York State Ins Fund                Workers             $7,760
                                    Compensation

NYS Unemployment Insurance          Unemployment          $11,793

Patterson Belknap Et Al            Legal Services         $58,820

Petro Plumbing & Heating Inc.      Goods/Services         $21,683

Philadelphia Ins Co               Insurance Premiums      $10,065

Prusmak, A Jon                      Demand Note/         $190,000
                                  Loan No Interest

Quest Environmental Solutions      3 Year Ahera           $11,318
                                  Survey Process

Vails Gate Laundry & Dry Clean       Services              $6,398

Weintraub Brothers Company        Goods purchased          $9,455


NYOS CHARTER: S&P Assigns 'BB+' Rating on $5MM Revenue Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to the
La Vernia Higher Education Finance Corp., Texas' $5 million series
2015A education revenue bonds and series 2015B education refunding
revenue bonds issued on behalf of NYOS Charter School Inc. (NYOS).
The outlook is stable.

"The rating reflects our view of the school's strong demand profile
and excellent academics," said Standard & Poor's credit analyst
Luke Gildner.

In S&P's view, the school benefits from a solid governance and
management team and is well positioned to meet its modest growth
projections and generate higher operating surpluses and maximum
annual debt service  coverage of more than 1x.  However, the
school's current financial health is characterized by low cash,
which S&P believes limits flexibility when faced with operating
pressures.

Management plans to use the bond proceeds to refinance previously
issued bonds and a bank loan for cost savings.  Proceeds will also
be used to fund a debt service reserve fund and pay costs
associated with the issuance of the series 2015 bonds.  Upon the
completion of the plan of finance, NYOS' only debt will be the
series 2015 bonds.  The bonds are secured by revenues of NYOS as
defined in the governing bond documents consisting primarily of
per-pupil funding from the state of Texas.

NYOS is a pre-K3-12 public charter school in its 17th year of
operations.



PACIFIC RUBIALES: Fitch Cuts LT Issuer Default Ratings to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded Pacific Rubiales Energy Corp. (Pacific
Rubiales) foreign and local long-term Issuer Default Ratings (IDRs)
to 'BB' from 'BB+'. Fitch has also downgraded to 'BB' from 'BB+'
its long-term rating on Pacific Rubiales' outstanding senior
unsecured debt issuances totaling approximately US$4 billion with
final maturities in 2019 through and 2025. Additionally, Fitch has
revised the Rating Outlook to Negative from Stable.

The downgrade reflects the negative effect the decline in oil
prices have on Pacific Rubiales' credit profile. Medium and
long-term production and reserve replacement will likely be
affected by the steep decrease in prices seen in recent months.
This in turn will force Pacific Rubiales to reduce capital
expenditures significantly. Pacific Rubiales credit metrics will
also deteriorate in 2015 and 2016; leverage, as measured by
total-debt to EBITDA for the next two years would rise to or above
4.0x under Fitch's revised price deck for WTI oil prices of $50/bbl
for 2015 and $60/bbl for 2016.

The Outlook revision to Negative reflects further potential
long-term effects the reduction in capex may have on the company's
ability to replace the production from the Pirir-Ruibiales field
with new fields. Fitch's previous base case assumed that the
Pirir-Rubiales field, which today accounts for approximately 35% of
Pacific Rubiales' total production, reverts back to Ecopetrol in
the middle of 2016 and that Pacific Rubiales production declines in
2017 as a result of this. The decrease in production in light of
Fitch's revised price deck could be more severe than initially
anticipated given the capex reduction Pacific Rubiales will have to
implement over the next two years.

Under Fitch's price deck assumption for 2015, Pacific Rubiales'
liquidity position will be pressured but would still be manageable.
Further price decreases could trigger covenants embedded in Pacific
Rubiales' indebtedness. As of Sep. 30, 2014, Pacific Rubiales
reported $478 million of cash on hand and approximately $158
million of short-term debt and the remaining debt had a manageable
amortization schedule.

Fitch estimates Pacific Rubiales' FCF would break even at oil
prices of between $60/bbl-$65/bbl for the next 24 months. This
assumes cash costs are successfully cut per barrel by 15% and capex
trimmed back to $1 billion/year. Under this scenario, Pacific
Rubiales' net leverage would range between 3.2x and 4.2x. If
current prices of $50/bbl are sustained for the next 24 months,
EBITDA margins could decrease to the low 20% level, FCF would turn
negative and leverage could reach 6.0x-7.0x and result in further
negative rating actions.

RATING SENSITIVITIES

A negative rating action would be triggered by any combination of
the following events:

-- A sustained leverage above 3.5x, which could be driven by
    either a decrease in production as a result of capex
    curtailment or persistent low oil prices;

-- A significant reduction in the reserve replacement ratio
    could affect Pacific Rubiales' credit quality given the
    current relatively low proved reserve life of approximately
    8.3 years

A positive rating action is unlikely in the medium term.



PARK MERIDIAN: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Park Meridian, L.L.C.
        c/o Craig Bernstein
        Jackson Corporate Real Estate
        101 Marietta St., 31st Floor
        Atlanta, GA 30303

Case No.: 15-20447

Chapter 11 Petition Date: March 2, 2015

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

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY & HENNINGS LLC
                  Suite 4420, 303 Peachtree Street, NE
                  Atlanta, GA 30308
                  Tel: 404-584-1200
                  Fax: 404-681-4355
                  Email: mharris@maceywilensky.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Craig Bernstein, managing member.

List of Debtor's 13 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AT&T                                                       $337

Forsyth County Water                                       $303

Gail Pollock                                           $375,000
8143 Valhalla Drive
Delray Beach, FL 33443

Highgrove Partners, LLC                                    $582

Jackson Corporate Real Estate      management fees       $2,370

Jackson Corporate Real Estate      Engineer mileage         $21

Jackson Corporate Real Estate      Cell phone               $14

Jackson Corporate Real Estate      Email                     $6

Jackson Corporate Real Estate      Toner                     $5

Jackson Corporate Real Estate      water cooler              $2

Regency Enterprises, Inc.          light bulbs             $149

Sawnee EMC                                               $8,488

Sure Tech Services, Inc.           HVAC maintenance        $829


PARK MERIDIAN: Plan and Disclosure Statement Due June 30
--------------------------------------------------------
Park Meridian, L.L.C., sought Chapter 11 protection (Bankr. N.D.
Ga. Case No. 15-20447) in Gainesville, Georgia, on March 2, 2015,
stating that it was unable to pay its debts as they generally
mature.

The Atlanta-based debtor estimated $10 million to $50 million in
assets and debt.

According to the docket, the Chapter 11 plan and disclosure
statement are due by June 30, 2015.

The Debtor is represented by William A. Rountree, Esq., at Macey,
Wilensky & Hennings LLC, in Atlanta, Georgia.

Graig Bernstein, the managing member, signed the petition.


PARK MERIDIAN: Proposes Macey Wilensky as Attorneys
---------------------------------------------------
Park Meridian, L.L.C., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ the law firm
of Macey, Wilensky & Hennings, LLC, as its attorneys.

The firm will among, other things, give the Debtor legal advice
with respect to its powers and duties as debtor-in-possession, and
assist with the formulation and preparation of the disclosure
statement and plan of reorganization and with the confirmation and
consummation thereof.

The Debtor has selected the firm because of its experience and
qualifications as counsel in commercial bankruptcy cases.

Certain attorneys and other personnel of the firm will undertake
this representation at their standard hourly rates:

         Attorney                 Standard Hourly Rate
         --------                 --------------------
    Frank B. Wilensky                    $450
    Todd E. Hennings                     $425
    William A. Rountree                  $350
    David W. Gordon                      $225

         Paralegal                Standard Hourly Rate
         ---------                --------------------
    Sandra H. McConnell                  $120
    K. Mike Furlong                      $120
    Michaela Harris                      $120
    
The Debtor paid a retainer of $26,700 to the firm on Feb. 27, 2015.
The retainer is intended as a security retainer and not a general
retainer.

The Debtor believes the firm represents no interest adverse to the
Debtor or its estates in the matters upon which it is to be
engaged.

Park Meridian, L.L.C., sought Chapter 11 protection (Bankr. N.D.
Ga. Case No. 15-20447) in Gainesville, Georgia, on March 2, 2015,
stating that it was unable to pay its debts as they generally
mature.  The Atlanta-based debtor estimated $10 million to $50
million in assets and debt.


PEABODY ENERGY: Fitch Cuts IDR & Sr. Unsec. Notes Rating to 'B'
---------------------------------------------------------------
Fitch Ratings has downgraded Peabody Energy Corporation's (Peabody,
NYSE: BTU) Issuer Default Rating (IDR) and senior unsecured notes
to 'B' from 'BB-', and assigned a 'BB-/RR2' rating to the proposed
$1 billion second lien notes. Net proceeds of the notes are
intended to be used to fund the tender offer for the $650 million
senior unsecured notes due 2016 and for general corporate
purposes.

Approximately $7.3 billion in face amount of debt, including the
$650 million of notes tendered for, is affected by the rating
actions.

The Rating Outlook has been revised to Stable from Negative. Fitch
believes the coal markets are at or near the bottom of the cycle
and should show slow recovery.

KEY RATINGS DRIVERS

Peabody's credit ratings reflect its large, well-diversified
operations, good control of low-cost production, exposure to
high-growth markets in Asia, top-line visibility in the domestic
market, strong liquidity, and high financial leverage. Weakness in
pricing for the company's Australian coals, partially offset by
cost reductions and currency moves, coupled with high interest
expense following the 2011 leveraged acquisition of Macarthur Coal
Limited, has resulted in low earnings, cash flows and debt
repayment. The downgrade is the result of Fitch's expectations that
leverage could be above 7x through 2016 before declining.

Company Profile:

Peabody is the largest global private sector coal company, with 26
active mining operations producing primarily low-sulfur thermal
coal from the Powder River Basin (PRB; 2014, 142 million tons
sold), high heat thermal coal from the Illinois Basin (IB; 2014, 25
million tons sold), and thermal and metallurgical (met) coal in
Australia primarily for the Pacific Basin seaborne markets (2014,
met 18 million tons sold, steam 20 million tons sold). As of Dec.
31, 2014, proven and probable reserves were 7.6 billion tons, down
from 8.3 billion tons at Dec. 31, 2013.

Operating Environment:

The industry is heavily regulated as to safety and the environment.
The company has a good compliance history. Shipments can be
disrupted by geology, weather, or transportation events beyond
management control.

Industry Risk:

Steam coal demand in the U.S. is recovering, supply has been
disciplined, stocks are falling and prices should improve going
forward. Growth is constrained by the availability and price of
natural gas. Globally, both the met and steam coal markets are in
excess supply and prices are weak. Coal producers have been running
for cash with a focus on reducing costs, which has delayed price
recovery. In particular, Fitch believes the hard coking coal
benchmark price could average below $135/tonne (t) and the
Newcastle steam coal benchmark average below $75/t beyond 2015. The
industry is consolidating, which should benefit supply/demand
dynamics longer term.

Financial Flexibility:

At Dec. 31, 2014, cash and equivalents were $298 million, of which,
$195 million was held by U.S. entities. The $1.65 billion secured
revolver due September 2018 was utilized only for letters of credit
(LOCs), in the amount of $114.9, million and the $275 million
off-balance sheet asset securitization facility due April 2016 was
drawn in the amount of $30 million and had outstanding LOCs in the
amount of $15 million. Pro forma for the $1 billion second lien
issuance, liquidity was $2.3 billion. Pro forma scheduled
maturities of long-term debt over the next five years are estimated
at $21 million in 2015, $19 million in 2016, $13 million in 2017,
$1.5 billion in 2018 and $12 million in 2019.

Amendment to the Credit Agreement:

On Feb. 5, 2015, Peabody obtained an amendment to its credit
agreement intended to improve availability under its revolver and
allow secured refinancing of upcoming bond maturities. The facility
now has a minimum interest coverage covenant of 1x through maturity
and a net first lien leverage maximum of 4.5x through maturity. In
addition, second lien financings are unlimited.

Collateral Structure:

In exchange for the amendment, the revolver and term loan gained
additional security including a first lien on substantially all
domestic collateral. This is in addition to the original security
of the pledge of 65% of equity in the holding company for
Australian operations and 100% of the shares in the entity that
holds the intercompany receivable from Australian operations. Fitch
notes that first priority interests in security over real property
interests located in the U.S. with gross book value greater than 1%
of consolidated net tangible assets (CTN, or substantially total
assets less intangibles less current liabilities) is capped at 15%
of CTN less $50 million. The cap is currently estimated at $1.7
billion. This increase in collateral drove the affirmation of the
senior secured credit facilities at 'BB' despite downgrades across
the rest of the capital structure.

Recovery:

Despite the cap on real property interests, the bank facilities
have a priority interest in cash flows by virtue of pledged shares
and Fitch expects outstanding recovery ('RR1') of the first lien
debt in the event of a default. The second lien notes, anticipated
to be $1 billion, are expected to have superior recovery ('RR2'),
the senior unsecured notes are expected to have average recovery
('RR4') and the subordinated notes are expected to have poor
recovery ('RR6') in the event of default.

Expectations:

Fitch believes operating EBITDA could drop below $500 million for
2015 on low average metallurgical coal prices and Asia Pacific
steam coal prices. Under the same assumptions, negative free cash
flows could be as much as $450 million. Peabody guides to 2015
capital expenditure of $180 million to $200 million before coal
lease expenditures ($280 million in 2015). Currently, cash interest
expense runs about $400 million and dividends are about $3 million,
annually. Fitch believes pro forma cash interest expense could be
more than $450 million depending on the size of the issue and the
interest rate. Management believes the 2014 capital spending level
can be maintained through 2016.

Key Assumptions:

-- 2015 benchmark hard coking coal and Newcastle prices of $120/t
    and $65/t, respectively;

-- Production in the Western U.S. at 3 million tons below
guidance;

-- Other production, dividends and capital spending at guidance;

-- New debt up to $1 billion;

-- 2015 aggregate cash operating cost improvement of 4% over
2014;

-- No asset sale proceeds.

Capital Structure:

Total debt with equity credit of $6 billion compares to preliminary
2014 operating EBITDA of $767 million at 7.8x. Fitch expects scant
debt reduction in advance of 2017 absent asset sales. Total debt
could increase to as much as $6.3 billion with the second lien
issue. Fitch expects leverage could be above 7x through 2016 before
declining.

Ratings Sensitivities:

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

-- Expectations of operating EBITDA less than $750 million in
2016;

-- Expectations of total debt/EBITDA greater than 7x in 2017;

-- Expectations of funds from operations fixed charges coverage
    sustainably below 1.5x

Positive: Future developments that may lead to a positive rating
action include:

-- Rationalization of excess supply in the seaborne metallurgical
    and steam coal markets resulting in improved prices;

-- Expectations of total debt/EBITDA sustainably less than 4.5x
    and positive free cash flow.

Fitch has taken the following rating actions:

-- IDR downgraded to 'B' from 'BB-';
-- Senior unsecured notes downgraded to 'B/RR4' from 'BB-';
-- Convertible junior subordinated debentures downgraded to
    'CCC+/RR6' from 'B';
-- Senior secured revolving credit and terms loan affirmed and
    RR assigned at 'BB/RR1'.

In addition, Fitch has assigned the following rating:

-- Prospective senior secured second lien notes rated 'BB-/RR2'.



PEABODY ENERGY: Moody's Cuts CFR to 'B2', Outlook Negative
----------------------------------------------------------
Moody's downgraded the ratings of Peabody Energy Corporation,
including its Corporate Family Rating to B2 from Ba3, probability
of default rating to B2-PD from Ba3-PD, senior secured credit
facility rating to Ba3 from Ba2, senior unsecured rating to B3 from
Ba3, and the rating on junior subordinated debentures to Caa1 from
B2.  The company's Speculative Grade Liquidity rating is affirmed
at SGL-2.  The ratings outlook is negative.

The downgrade reflects recent deterioration in performance as a
result of weak market conditions and the expectation that
meaningful recovery is unlikely over the next eighteen months.  The
company's Debt/ EBITDA, as adjusted, approached 7x in 2014, and
Moody's anticipate further deterioration in earnings in 2015.  The
company's credit profile has been especially impacted by the weak
performance of the Australian division as a result of challenging
metallurgical coal markets.  Although the company's met coal
operations continue to benefit from advantageous exchange rates,
proximity to key markets in Asia and favorable cost position
relative to the US peers, they are unable to generate meaningful
EBITDA at current price levels.

The high quality met coal benchmark for the first quarter 2015
settled at $117 per metric tonne (mt), slightly below the last
three quarters of 2014 and roughly 20% below the first quarter of
2014.  Moody's believe that, at these price levels, as much as half
of global production is uneconomic and further production cuts will
be necessary to bring the markets back into balance.  Meanwhile,
the pace of growth in global steel production and Chinese steel
production slowed in 2014 while global steel production growth in
January 2015 was 2.9% below the comparable month in 2014.  Moody's
expect that the continued weakness in global steel markets will
present further risks to the downside for metallurgical coal
prices.  Moody's don't anticipate any material recovery in met coal
markets until the second half of 2016.

Meanwhile, the company's thermal operations continue to be
challenged by competition with natural gas and regulatory pressures
in the US, as well as weak pricing in the seaborne markets.  The
corporate family rating continues to reflect Peabody's significant
size and scale, broadly diversified reserves and production base,
efficient surface mining operations, and a solid portfolio of
long-term coal supply agreements with electric utilities.  The
rating also reflects its competitive cost structure compared to
other US-based producers and organic growth opportunities, as well
as operational risks inherent in the coal industry.

The ratings on secured, unsecured and subordinated debt reflect
their relative position in the capital structure with respect to
claim on collateral, in accordance with the Loss Given Default
methodology.

The speculative grade liquidity rating of SGL-2 continues to
reflect good liquidity, including cash and cash equivalents of $298
million, $1.5 billion available under $1.65 billion revolver and
$204 million of available capacity under the accounts receivable
securitization program as of Dec. 31, 2014.

The negative outlook reflects the expectation that metallurgical
coal markets will remain weak over the next eighteen months, with
increasing risks to the downside, while the company's Debt/ EBITDA,
as adjusted, will continue to track above 7x.

A ratings upgrade is unlikely but would be considered if Debt/
EBITDA were to approach 5x, with neutral to mildly positive free
cash flows.

A further downgrade would be considered if liquidity deteriorated,
free cash flows were persistently negative, and/or Debt/ EBITDA
exceeded 7x on a sustained basis.

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

Peabody Energy Corporation is the world's largest private sector
coal company with 26 active coal mining operations in the US and
Australia and approximately 8 billion tons of proven and probable
reserves.  In 2014 the company generated $6.8 billion in revenues
on 250 million tons of coal sold.


PEABODY ENERGY: Moody's Rates New $1BB 2nd Lien Notes 'B2'
----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the new $1
billion senior secured second lien notes due in 2022, proposed by
Peabody Energy Corporation.  At the same time, Moody's affirmed all
existing ratings, including its Corporate Family Rating of B2,
probability of default rating of B2-PD, senior secured first lien
credit facility rating of Ba3, senior unsecured rating of B3, and
the rating on junior subordinated debentures of Caa1.  The
company's Speculative Grade Liquidity rating is affirmed at SGL-2.
The ratings outlook is negative.

The new notes will be secured by a second-priority lien on all of
the assets that secure the company's senior secured credit
facility.  Peabody intends to use the net proceeds from the sale of
the notes to fund a tender offer to purchase for cash the $650
million aggregate principal amount outstanding of its 7 3/8% Senior
Notes due 2016, to pay related fees and expenses, and for general
corporate purposes, which may include the payment of its federal
coal lease expenditures.  Moody's intends to withdraw the B3 rating
on the senior notes due in 2016 upon completion of the
transaction.

Assignments:

Issuer: Peabody Energy Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)

Outlook Actions:

  -- Outlook, Remains Negative

Affirmations:

  -- Probability of Default Rating, Affirmed B2-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

  -- Corporate Family Rating, Affirmed B2

  -- Junior Subordinated Conv./Exch. Bond/Debenture, Affirmed
     Caa1 (LGD6)

  -- Senior Secured Bank Credit Facility Affirmed Ba3 (LGD2)

  -- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5
     from a range of LGD4)

The B2 rating on the second lien notes, in line with the CFR,
reflects their relative position in the capital structure with
respect to claim on collateral, behind the senior secured credit
facility but ahead of unsecured notes and subordinated debentures.

The company's B2 CFR is unaffected by the issuance, because the
benefit of the additional liquidity provided offsets the pressure
from the additional debt service burden and higher leverage.  The
B2 CFR continues to reflect the recent deterioration in performance
as a result of weak market conditions and Moody's expectation that
meaningful recovery is unlikely over the next eighteen months.  The
company's Debt/ EBITDA, as adjusted, approached 7x in 2014, and
Moody's anticipate Debt/ EBITDA to exceed 8x in 2015.  The
company's credit profile has been especially impacted by the weak
performance of the Australian division as a result of challenging
metallurgical coal markets.  Although the company's met coal
operations continue to benefit from advantageous exchange rates,
proximity to key markets in Asia and favorable cost position
relative to the US peers, they are unable to generate meaningful
EBITDA at current price levels.

Meanwhile, the company's thermal operations continue to be
challenged by competition with natural gas and regulatory pressures
in the US, as well as weak pricing in the seaborne markets.  The
corporate family rating continues to reflect Peabody's significant
size and scale, broadly diversified reserves and production base,
efficient surface mining operations, and a solid portfolio of
long-term coal supply agreements with electric utilities.  The
rating also reflects its competitive cost structure compared to
other US-based producers and organic growth opportunities, as well
as operational risks inherent in the coal industry.

The speculative grade liquidity rating of SGL-2 continues to
reflect good liquidity, including cash and cash equivalents of $298
million, $1.5 billion available under $1.65 billion revolver and
$204 million of available capacity under the accounts receivable
securitization program as of Dec.31, 2014.  Pro-forma for the
proposed transactions, the company's cash and cash equivalents
would be roughly $550 million as of December 31, 2014.

The negative outlook reflects Moody's expectation that
metallurgical coal markets will remain weak over the next eighteen
months, with increasing risks to the downside, while the company's
Debt/ EBITDA, as adjusted, will continue to track above 7x.

A ratings upgrade is unlikely but would be considered if Debt/
EBITDA were to approach 5x, with neutral to mildly positive free
cash flows.

A further downgrade would be considered if liquidity deteriorated,
free cash flows were persistently negative, and/or Debt/ EBITDA
exceeded 7x on a sustained basis.

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

Peabody Energy Corporation (Peabody) is the world's largest private
sector coal company with 26 active coal mining operations in the US
and Australia and approximately 8 billion tons of proven and
probable reserves.  In 2014 the company generated $6.8 billion in
revenues on 250 million tons of coal sold.


PERMIAN HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dallas-based oilfield services company Permian Holdings Inc., and
affirmed the 'B-' corporate credit rating on the company.

"The negative outlook reflects our view that Permian's financial
measures and liquidity could materially weaken if market conditions
erode beyond our current expectations," said Standard & Poor's
credit analyst Paul Harvey.

While the impact of the current market weakness will vary by
company, S&P generally expects a 30% to 40% decline in earnings
across the industry in 2015, with Permian at the higher end of that
range (note that Permian has a June 30 fiscal year-end). While S&P
forecasts that liquidity will continue to support the ratings, debt
leverage will significantly increase.

The ratings on Permian Holdings reflect S&P's assessments of its
"vulnerable" business risk, "highly leveraged" financial risk, and
"adequate" liquidity.  These, in turn, reflect the company's
limited scale of operations; participation in the highly
competitive and cyclical market for oilfield services and, in
particular, well-site storage tanks; and high interest expense
burden.  The ratings also reflect Permian's very low capital
spending requirements and expected generation of positive working
capital that should support liquidity over the next 12 to 18
months.

The negative rating outlook reflects S&P's expectation that
Permian's leverage will materially weaken through its fiscal years
ended 2015 and 2016, increasing to almost 10x over this period.  To
support the rating, S&P expects liquidity to remain "adequate"
during this period.

S&P would consider a downgrade if it revised its liquidity
assessment to "less than adequate," or S&P assessed debt leverage
as unsustainable.  This could occur if market conditions weaken
more than S&P's expectation, or if the company pursued
debt-financed transactions such as dividends or acquisitions.  

S&P could revise the outlook to stable if Permian were to reduce
debt leverage below 7x and/or FFO/debt above 5%, with the
expectation of further improvement, while maintaining "adequate"
liquidity.  Such an event would likely be in conjunction with
improving market conditions.



PERPETUAL ENERGY: S&P Raises Sr. Unsecured Debt Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its senior
unsecured debt issue rating on Calgary, Alta.-based Perpetual
Energy Inc.'s debt to 'B-' from 'CCC+' following a review of its
credit and recovery ratings on the company.  S&P estimates recovery
in the upper half of the 30%-50% range, and have revised its
recovery rating on the debt to '4H' from '5'.  A '4H' recovery
rating indicates S&P's expectation of average recovery under its
simulated default scenario.

"The upgrade reflects our view of the increased recovery prospects
for senior unsecured debtholders," said Standard & Poor's credit
analyst Michelle Dathorne.

At the same time, Standard & Poor's affirmed its 'B-' long-term
corporate credit rating on the company.  The outlook is stable.

The enhanced recovery is supported by both Perpetual's increased
year-end 2014 proven reserves base and the reduced availability
under the company's revolving credit facility, which ranks senior
to the rated senior unsecured debt.  Using S&P's discrete pricing
assumptions for conventional proven reserves, S&P estimates the net
enterprise value (net of administrative claims at the time of
default) of Perpetual's year-end 2014 proven reserves of 56.7
million barrels of oil equivalent (boe) at about US$202 million,
which, after satisfying senior claims, should provide more than 40%
recovery to senior unsecured debtholders, which corresponds to our
'4H' recovery rating.

The ratings on Perpetual Energy reflect Standard & Poor's view of
the company's small, regionally focused, and natural gas-focused
exploration and production (E&P) operations; high full-cycle costs;
and "highly leveraged" cash flow adequacy and leverage metrics.
These weaknesses, which hamper the company's credit profile, are
partially offset by its adequate liquidity, which should allow
Perpetual to fund the capital spending necessary to maintain a
stable production profile.

In S&P's view, Perpetual Energy's "vulnerable" business risk
profile reflects its small, natural gas-focused upstream
operations; its high full-cycle cost structure; and limited ability
to internally fund organic reserves and production growth. With
natural gas representing about 91% of the company's 56.7 million
boe year-end 2014 proven reserves, and gas-dominated production,
the company's forecast revenues will remain constrained in a
persistently weak natural gas price environment.

Perpetual's "highly leveraged" financial risk profile reflects
Standard & Poor's estimated negative free operating cash flow
generation in 2015 and 2016, as funds from operations (FFO) is
expected to remain below the company's reduced capital spending
forecasts.  Although debt levels are projected to continue
increasing throughout our 2015-2017 cash flow forecasting period,
S&P believes the company's three-year weighted average fully
adjusted FFO-to-debt ratio should remain in the 12%-20% range.

The stable outlook reflects Standard & Poor's expectation that
Perpetual will continue to maintain adequate liquidity, as defined
in S&P's liquidity criteria, as well as achieve the production and
cash flow generation targets incorporated in S&P's base-case
scenario.  Under these assumptions, S&P believes the company's
business and financial risk profiles will continue to support the
'B-' rating.

A negative rating action could occur if Perpetual's liquidity
position deteriorated, such that the company is unable to maintain
a stable production profile.

S&P would consider a positive rating action if Perpetual's
weighted-average fully adjusted FFO-to-debt increased above 20%,
which would strengthen its financial risk profile to a level that
is consistent with a 'B' rating.  Under S&P's base-case scenario
assumptions, it do not believe the company's cash flow adequacy and
leverage profile will strengthen sufficiently to support a 'B'
rating during S&P's current 12-month outlook period.



PETTERS GROUP: GE Capital Can't Merge Suits Over $3.6B Ponzi Plot
-----------------------------------------------------------------
Law360 reported that the U.S. Judicial Panel on Multidistrict
Litigation in Florida refused to centralize three lawsuits against
General Electric Capital Corp. for allegedly participating in the
$3.6 billion Ponzi scheme orchestrated by Tom Petters, ruling that
the cases were in significantly different stages.

According to the report, the cases all involve similar allegations
that in 2000, GE Capital became aware of a massive Ponzi scheme
perpetrated by Petters, a Minnesota businessman that GE Capital had
extended two revolving lines of credit totaling approximately $100
million between 1998 and 1999.

As previously reported by The Troubled Company Reporter, GE Capital
asked the MDL panel to combine four lawsuits accusing the company
of participating in the Ponzi scheme.  Miles Ruthberg of Latham &
Watkins LLP, who argued on behalf of GE Capital, told the panel in
Miami that there was "no question these cases are complex and would
benefit from MDL treatment."  GECC is accused of knowing about and
furthering the third-largest Ponzi scheme in history.

The case is In re: General Electric Capital Corporation Thomas
Petters Investment Litigation, Case No. 2603 (MDL).

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc.,
et al., is represented by James A. Lodoen, Esq., at Lindquist &
Vennum LLP, in Minneapolis, Minn.  The trustee tapped Haynes and
Boone, LLP as special counsel, and Martin J. McKinley as his
financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


POSEIDON CONCEPTS: Former Exec Settles SEC Row Over $100MM Fraud
----------------------------------------------------------------
Law360 reported that the U.S. Securities and Exchange Commission
settled with a former executive of bankrupt oil-and-gas services
company Poseidon Concepts Corp. over allegations that he overstated
the company’s income by around $100 million.

According to the report, Joseph A. Kostelecky, the Canadian
company's only U.S.-based senior executive, neither admitted nor
denied his role in allegedly overstating Poseidon's total revenue
in much of 2012, but agreed to a $75,000 fine and a ban from
serving as an officer or director to any U.S. publicly traded
companies.

The case is Securities and Exchange Commission v. Kostelecky, Case
No. 1:15-cv-00017 (N.D. Dakota).

                  About Poseidon Concepts Corp.

Based in Calgary, Alberta, Poseidon Concepts Corp. filed for
Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on
April 12, 2013.  Bankruptcy Judge Howard R. Tallman presides over
the case.  Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons
LLP, represents the Debtor in their U.S. restructuring efforts.
The Debtors estimated $100,001 to $500,000 in assets and
$50 million to $100 million in debts.  The petition was signed by
Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign
representative.  Affiliates that simultaneously filed Chapter 15
petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited
Partnership; and Poseidon Concepts, Inc.


PREMIER GOLF: Section 341 Meeting Scheduled for March 17
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Premier Golf
Properties, LP will be held on March 17, 2015, at 4:00 p.m. at 402
W. Broadway, Emerald Plaza Building, Suite 660 (B) Hearing room B,
San Diego, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.


All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Premier Golf Properties, LP filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 15-01068) on Feb. 24, 2015.  Daryl Idler
signed the petition as secretary of Premier Golf Property
Management Inc, general partner.  The Debtor estimated assets and
liabilities of $10 million to $50 million.  Jack Fitzmaurice, Esq.,
at Fitzmaurice & Demergian, represents the Debtor as counsel.


PRONERVE HOLDINGS: Section 341(a) Meeting Set for March 31
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of ProNerve Holdings,
LLC will be held March 31, 2015, at 10:30 a.m., J. Caleb Boggs
Federal Building, 844 King Street, Wilmington, DE, 2nd Floor, Room
2112.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About ProNerve Holdings

Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado.  ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring services to
health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.  

ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for a
credit bid of $35 million.  The cases are assigned to Judge Kevin
J. Carey.  The Debtors estimated assets and liabilities of $10
milllion to $50 million.

The Debtor has tapped Pepper Hamilton LLP as Delaware counsel,
McDermott Will & Emery LLP as general bankruptcy counsel and
The Garden City Group, Inc., as claims and noticing agent.


QUARRY L.L.C.: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quarry, L.L.C.
        Jackson Corporate Real Estate
        c/o Craig Bernstein
        101 Marietta St., 31st Floor
        Atlanta, GA 30303

Case No.: 15-53976

Chapter 11 Petition Date: March 2, 2015

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

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY & HENNINGS LLC
                  Suite 4420, 303 Peachtree Street, NE
                  Atlanta, GA 30308
                  Tel: 404-584-1200
                  Fax: 404-681-4355
                  Email: mharris@maceywilensky.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Craig Bernstein, managing member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-53976.pdf


RADIOSHACK CORP: Cerberus Hits Committee's Examination Bid
----------------------------------------------------------
Secured lenders Cerberus Levered Loan Opportunities Fund II, L.P.,
Cerberus NJ Credit Opportunities Fund, L.P., and Cerberus ASRS
Holdings LLC, responded to the motion of the Official Committee of
Unsecured Creditors in RadioShack Corporation et al.'s cases for an
order examining the Debtors and certain third parties.

The Cerberus entities hold $100 million in aggregate principal
amount of loans under the SCP credit agreement.

According to Cerberus, notwithstanding the Committee's unjustified
attack on Cerberus -- which was undertaken without good faith and
without the benefit of any prior diligence by the Committee --
Cerberus will engage in discussion with Committee counsel in an
effort to reach a mutually agreeable and reasonable scope of
documents to be produced to facilitate the Committee's
investigation.

On Feb. 17, 2015, the Committee sought authorization to issue
subpoenas for the production of documents from, and for depositions
of, the relevant Rule 2004 Parties relating to the examination
topics.  The examination allows parties with an interest in the
bankruptcy estate to conduct discovery into matters affecting the
estate.  The Committee related that that an investigation into the
financial affairs of the Debtors will assure the proper
administration of bankruptcy estates.

Cerberus is represented by:

         Adam G. Landis, Esq.
         Kerri K. Mumford, Esq.
         LANDIS RATH & COBB LLP
         919 North Market Street
         Wilmington, DE 19801
         Tel: (302) 467-4400
         E-mail: landis@lrclaw.com
                 mumford@lrglaw.com

                 - and -

         Adam C. Harris, Esq.
         David M. Hillman, Esq.
         Brian C. Tong, Esq.
         Taejin Kim, Esq.
         SCHULTE ROTH & ZABEL LLP
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 756-2000
         Fax: (212) 593-5955
         E-mail: adam.harris@srz.com
                  david.hillman@srz.com
                  brian.tong@srz.com
                  tae.kim@srz.com

                  About Radioshack Corporation

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

RadioShack Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No.
15-10203),
RadioShack Global Sourcing Corporation (Bankr. D. Del. Case No.
15-10204), RadioShack Global Sourcing Limited Partnership (Bankr.
D. Del. Case No. 15-10206), RadioShack Global Sourcing, Inc.
(Bankr. D. Del. Case No. 15-10207), RS Ig Holdings Incorporated
(Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC
(Bankr. D. Del. Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case
No. 15-10210), Tandy Finance Corporation (Bankr. D. Del. Case No.
15-10211), Tandy Holdings, Inc. (Bankr. D. Del. Case No.
15-10212), Tandy International Corporation (Bankr. D. Del. Case
No.
15-10213), TE Electronics LP (Bankr. D. Del. Case No. 15-10214),
Trade and Save LLC (Bankr. D. Del. Case No. 15-10215), and TRS
Quality, Inc. (Bankr. D. Del. Case No. 15-10217) filed separate
Chapter 11 bankruptcy petitions on Feb. 5, 2015.  The petitions
were signed by Joseph C. Maggnacca, chief executive officer.
Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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

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



RADIOSHACK CORP: Creditors Seek Interim DIP Order Reconsideration
-----------------------------------------------------------------
BankruptcyData reported that the Official Committee of Unsecured
Creditors asked the U.S. Bankruptcy Court to reconsider the Court's
previous order authorizing the Debtors to obtain financing on an
interim basis and utilize cash collateral of pre-petition secured
parties on an interim basis.

According to BData, the Creditors' Committee said the Debtors made
payments under the guise of the Budget attached to the Interim DIP
Order even though the Order itself may not have authorized the
payments.

Linda Sandler, writing for Bloomberg News, reported that the
Committee pointed out that the judge overseeing the bankruptcy
approved RadioShack's borrowing of $10 million on Feb. 10 to allow
it to make essential payments.  Instead, the company's budget shows
it used $3.2 million for interest and fees to select lenders and
almost $8.7 million for fees and retainers to advisers, the report
said, citing the Committee's filing.

                   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: OK'd for March Auction Led by Standard General
---------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan Linehan Shannon
in Delaware authorized RadioShack Corp. to sell off thousands of
retail locations at a March auction with hedge fund Standard
General LP as the stalking horse bidder, setting a floor in the
neighborhood of $200 million.

According to the report, the approved timetable sets up a March 23
auction, one week later than RadioShack initially proposed,
followed by a March 26 sale hearing.

Meanwhile, Law360 reported that creditors in search of offers
superior to RadioShack's prearranged asset sale to Standard General
are leaning on recent jurisprudence restricting such credit bids,
putting the would-be buyer's prebankruptcy maneuvers under scrutiny
and offering a potential test case on credit bidding writ large.
The report noted that junior stakeholders looking at meager
recoveries worry that allowing the credit bid would discourage
other suitors from entering the picture.

In response to creditors' objection to the proposed credit bidding,
Standard General defended its stalking horse offer for those
assets, saying its proposed credit bid would boost, not lower, how
much they ultimately fetch at auction, Law360 related.  As the
proposed lead bidder, Standard General dismissed the narrative of
an domineering insider running a crooked sale process and argued
that unsecured creditors can't show how the structure and pace of
the proposed auction would depress the purchase price, Law360
said.

                  About Radioshack Corporation

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

RadioShack Corporation (Bankr. D. Del. Case No. 15-10197) and
affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No.
15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC
Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising
Support Services, Inc. (Bankr. D. Del. Case No. 15-10202),
RadioShack Customer Service LLC (Bankr. D. Del. Case No.
15-10203),
RadioShack Global Sourcing Corporation (Bankr. D. Del. Case No.
15-10204), RadioShack Global Sourcing Limited Partnership (Bankr.
D. Del. Case No. 15-10206), RadioShack Global Sourcing, Inc.
(Bankr. D. Del. Case No. 15-10207), RS Ig Holdings Incorporated
(Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC
(Bankr. D. Del. Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case
No. 15-10210), Tandy Finance Corporation (Bankr. D. Del. Case No.
15-10211), Tandy Holdings, Inc. (Bankr. D. Del. Case No.
15-10212), Tandy International Corporation (Bankr. D. Del. Case
No.
15-10213), TE Electronics LP (Bankr. D. Del. Case No. 15-10214),
Trade and Save LLC (Bankr. D. Del. Case No. 15-10215), and TRS
Quality, Inc. (Bankr. D. Del. Case No. 15-10217) filed separate
Chapter 11 bankruptcy petitions on Feb. 5, 2015.  The petitions
were signed by Joseph C. Maggnacca, chief executive officer.
Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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

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


RADIOSHACK CORP: Wants to Hire Lazard as Investment Banker
----------------------------------------------------------
Radioshack Corporation, et al., ask the U.S. Bankruptcy Court for
permission to employ Lazard Freres & Co. LLC and Lazard Middle
Market LLC, as investment bankers, nunc pro tunc to the Petition
Date.

Lazard will, among other things:

   a) review and analyze the Debtors' business, operations and
financial projections;

   b) evaluate the Debtors' potential debt capacity in light of
their projected cash flows; and

   c) assist in the determination of a capital structure for the
Debtors.

David S. Kurtz, vice chairman and the global head of the
Restructuring Group of Lazard, tells the Court that Lazard will be
paid, among other things:

   1) an initial monthly fee of $150,000, payable upon Dec. 1,
2014, a monthly fee of $175,000 payable upon Jan. 1, 2015; and a
$200,000 monthly fee payable for each month thereafter;

   2) a fee equal to $5,000,000, payable upon the consummation of a
restructuring;

   3) whether in connection with the consummation of a
restructuring or otherwise, the Company consummates a sale
transaction, Lazard will be paid a fee calculated as: (x) a base
fee of $3,000,000 plus (y) an incentive fee (not to exceed
$2,000,000 in the aggregate) equal to 3.0% of the purchase price
increase;

   4) a fee payable upon consummation of any financing arranged by
Lazard equal to 1.0% of the total gross proceeds of the financing;

   5) a financing fee with respect to DIP financing; and

   6) a Mexican operations sale transaction fee equal to $250,000.

As of the Petition Date, the Debtors did not owe Lazard for any
fees or expenses incurred prior to the Petition Date.

Mr. Kurtz assures the Court that Lazard is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors request that the Court consider the matter on March 4,
2015 at 1:30 p.m.

A copy of the terms of the engagement is available for free at:

   http://bankrupt.com/misc/RadioShack_266_appLazardemploy.pdf

                   About Radioshack Corporation

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

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround
advisor. Lazard Freres & Co. LLC is the Debtors' investment banker.
A&G Realty Partners is the Debtors' real estate advisor.  Prime
Clerk is the Debtors' claims and noticing agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

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



RADNOR HOLDINGS: Founder Hits Skadden with Bid for Fraud Sanction
-----------------------------------------------------------------
Law360 reported that the founder of defunct packaging company
Radnor Holdings Corp. asked a Delaware bankruptcy court to sanction
Radnor's former counsel Skadden Arps Slate Meagher & Flom LLP,
arguing the firm misled the court about its conflicts of interest.

According to the report, former Radnor executive Michael Kennedy
asked the court to vacate its June 2013 decision overruling his
objections to Skadden's fees.  Mr. Kennedy claims the ruling was
based on Skadden's deliberate misstatements about its relationship
with hedge fund Tennenbaum Capital Partners LLC, which bought
Radnor, the report related.

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed  
disposable food service products in the United States, and
specialty chemicals worldwide.  

Radnor and its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 06-10894) on Aug. 21, 2006.  When the Debtors
filed for protection from their creditors, they disclosed total
assets of $361,454,000 and debt of $325,300,000.

Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Del.; and Timothy
R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole,
Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Chicago,
Ill., served as the Debtors' bankruptcy counsel.



REGENT PARK: Gets Final Approval to Incur Postpetition Financing
----------------------------------------------------------------
Bankruptcy Judge Tony M. Davis authorized, on a final basis, Regent
Park Capital, LLC, to obtain secured postpetition financing
amounting to $126,000, to be paid on an interim basis at $18,000
per month for seven months.

The DIP facility from Lester Pokorne, Regent Park's sole managing
member, will be used to pay the monthly operating expenses of the
Debtor through June 2015 in accordance with the budget.

As adequate protection from any diminution in value of the lender's
collateral, Pokorne is granted (1) a first priority, perfected lien
upon all unencumbered real, personal, tangible, and intangible
property, if any, of the Debtor, and (2) a second priority,
perfected lien on the real, personal, tangible, and intangible
property securing the Debtor's prepetition obligations to
PlainsCapital Bank and First State Bank of Central Texas.  

The DIP obligations will have priority over any or all
administrative expenses.  The DIP obligations will be repaid, in
full or in part, pursuant to a separate order of the Court, after
notice and hearing, or upon confirmation of a plan of
reorganization.  Pokorne will not be required to file financing
statements or other documents in any jurisdiction, or take any
other actions in order to perfect liens granted in the order.

The terms of the financing include, among other things:

   Maturity:               Jan. 15, 2016, or, if earlier, the  
                           earliest of (i) consummation of a
                           sale of all or substantially all assets

                           of Regent Park under Bankruptcy Code
                           Section 363, or (ii) appointment of a
                           Chapter 7 or Chapter 11 trustee;
                           provided that such date may be extended

                           from time to time by written
                           agreement of Regent Park and the
                           lender.

   Interest:               6% per annum on the principal amount   

                           outstanding from time to time,
                           calculated on an actual/360 basis,
                           payable quarterly in arrears on the
                           last day of each quarter and on the
                           maturity date.  While an event of
                           default exists, principal will accrue
                           interest at a rate that is 2% in excess

                           of the above rate.

   Carve Out:              The security interests and the
                           superpriority administrative expense
                           status will be subject only to a carve
                           out for certain fees.

In light of the present state of the Debtor's business affairs,
significant prepetition encumbrances, and uncertainty relating to
the events forcing the Debtor to seek bankruptcy protection, the
Debtor is confident that it will be unable to locate a lender that
will be able to provide financing on the terms offered by Pokorne.

A copy of the budget is available for free at

  http://bankrupt.com/misc/RegentPark_48_21_finalorder_DIP.pdf

The Debtor's attorneys can be reached at:

         Rhonda Mates, Esq.
         Stephen W. Lemmon, Esq.
         HUSCH BLACKWELL LLP
         111 Congress Avenue, Suite 1400
         Austin, Texas 78701
         Tel: (512) 472-5456
         Fax: (512) 479-1101 (fax)
         E-mail: Rhonda.mates@huschblackwell.com

First State is represented by:

         Blake Rasner, Esq.
         HALEY & OLSON, P.C.
         510 North Valley Mills Drive, Suite 600
         Waco, TX 76710
         Tel: (254) 776-3336
         Fax: (254) 776-6823
         E-mail: brasner@haleyolson.com

PlainsCapital is represented by:

         Seth E. Meisel, Esq.
         William S. Rhea, Esq.
         DuBOIS, BRYANT & CAMPBELL, LLP
         700 Lavaca Street, Suite 1300
         Austin, TX 78701
         Tel: (512) 457-8000
         Fax: (512) 457-8008
         E-mail: smeisel@dbcllp.com

                  About Regent Park Capital, LLC

Regent Park Capital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 14-11731) on Nov. 21, 2014.  The
petition was signed by Lester N. Pokorne as managing member.
The Debtor estimated assets of $10 million to $50 million and
liabilities of $1 million to $10 million.


REICHHOLD HOLDINGS: US Trustee to Form Retired Employees Panel
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized the U.S. Trustee to appoint an
Official Committee of Retired Employees for the bankruptcy cases of
Reichhold Holdings US Inc. and its debtor-affiliates.

As reported in the Troubled Company Reporter on Feb. 5, 2015, the
Debtors told the Court that they offered their employees the
ability to participate in a self-funded retire medical program
pursuant to which the Debtors would pay a portion of the cost of
the employee's care during the entirety of the employee's
retirement.  The retiree health care for future retirees has been
bargained out of all remaining collective bargaining agreements
with the last future retiree exposure ending on Jan. 1, 2012. Thus,
the Debtors' out-of-pocket retiree health obligations are currently
in "run-down" status for existing retirees, the Debtors say.

The Debtors noted the scope of their obligation varies depending
upon the category/level of the former employee.  There are current
76 participants in the retiree medical program, Currently, the
estimated monthly amount associated with the liability is about
$59,000 for claims -- including prescription drug coverage -- and
$2,900 for medical administrative service fees payable to Aetna.

The Debtors add they offered their employee the ability to
participate in a retiree life insurance program under which the
Debtors would pay the premiums associated with the employee's life
insurance following the employee's retirement from the Debtors.  As
of July 1, 2007, the retiree life insurance program was frozen with
respect to the vast majority for future retirees.

According to the Debtors, unlike the retiree medical program, no
employee was grandfathered in to the program and, thus, any
employee who retired after 2007 was not entitled to receive any
payments from the Debtors on account of payments for prospective
life insurance premiums.  The Debtor continue to have liabilities
under the retiree life insurance program with respect to the cost
of the life insurance premiums on account of eligible employee who
retired prior to the plan's closure.

The Debtors said there are about 682 retirees for whom they pay
life insurance premiums.  Currently the estimated month amount
associated with the liability is $9,850.  The total net monthly
cost to the Debtors for the retiree welfare program is about
$25,000 to $30,000.

The Debtors told the Court that the retiree covered under the
retiree welfare program consist of 171 union retirees and 517
non-union retirees.  The union retirees were members of
approximately 13 different unions, some of which they believe may
no longer exist and may have merged with other unions.  The Debtors
say they do not have valid up-to-date contact information for those
unions.

The Debtors noted that they have continued to honor the retiree
welfare programs after their bankruptcy filing.

In addition, the Debtors further request that the Court expressly
provide that the Retiree Committee is being designated for the sole
purpose of representing the non-union retirees in connection with
their rights under Section 1114 of the Bankruptcy Code.

                          About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets.  Reichhold -- http://www.Reichhold.com/--   
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.  In 2013,
the companies generated $1.08 billion in net revenue, and as of
the year-to-date August 2014, $750 million in net revenues.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

The Reichhold Companies are pursuing a sale transaction that has
two elements:

   (i) a consensual foreclosure by the holders of senior secured
notes on their security interests in the common and preferred
stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the
ultimate holding company of all of the non-debtor affiliates that
operate outside the U.S., and

  (ii) a purchase of certain assets of the Debtors by Reichhold
Holdings International B.V. through a credit bid pursuant to
Section 363 of the Bankruptcy Code.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.

Logan & Company is the company's claims and noticing agent.

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

The U.S. Bankruptcy Court authorized the amendment to the
litigation trust agreement between MIG LLC, et al., and Bank of
New York Mellon, as indenture trustee.

As reported in the Troubled Company Reporter on Dec. 8, 2014, the
indenture trustee, with the consent of the Debtor, the litigation
trustee, and a majority in aggregate amount of the Noteholders,
requested that the Court enter an order (i) approving the trust
agreement amendment, and (ii) confirming that the trust agreement
amendment does not affect any of the security interests in any
collateral under the collateral documents and the indenture or any
other applicable law.

Pursuant to the litigation trust agreement, the indenture, and
certain related security and collateral documents, the Indenture
Trustee (in its various capacities) can only exercise certain
remedies for the benefit of the Noteholders after it is directed
in writing by the litigation trustee.  For example, under the
indenture, the indenture trustee cannot take any action with
respect to any of the Noteholders' collateral that is stock
pledged to the indenture trustee for the benefit of the
Noteholders pursuant to the other security and collateral
agreements until it receives written instructions from the
litigation trustee.

The litigation trust currently has no operating funds, and is
unlikely to bring additional litigation on its own behalf.

On Oct. 31, 2014, the litigation trustee notified the Noteholders
and the Litigation Trust that it will resign upon the earlier of
an order of the Court approving the amendment to the Litigation
Trust Agreement, or eighty days from the date of the resignation
letter.


RICHARD SUPPLY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                          Case No.
    ------                                          --------
    Richard Supply Co., Inc.                        15-70813
       dba Richard Supply
    1963 Union Boulevard
    Bayshore, NY 11706

    Richard Supply Mastic Corp.                     15-70816
       dba Richard Supply
    1560 Montauk Highway
    Mastic, NY 11590

Nature of Business: Plumbing Supply

Chapter 11 Petition Date: March 2, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtors' Counsel: Heath S Berger, Esq.
                  BERGER, FISCHOFF & SHUMER, LLP
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516)747-1136
                  Fax: (516)747-0382
                  Email: hberger@bfslawfirm.com

                                         Total       Total
                                        Assets     Liabilities
                                     ----------    -----------
Richard Supply Co., Inc.              $345,892       $2.90MM
Richard Supply Mastic                 $202,910       $1.45MM

The petition was signed by Marc D. Rifkin, vice president.

The Debtors did not include a list of their largest unsecured
creditors when they filed the petition.

Full-text copies of the petitions are available for free at:

             http://bankrupt.com/misc/nyeb15-70813.pdf
             http://bankrupt.com/misc/nyeb15-70816.pdf


ROADMARK CORP: Committee Proposes Ivey McClellan as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Roadmark Corporation seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
retain Charles M. Ivey, III, and the law firm of Ivey, McClellan,
Gatton & Siegmund, L.L.P., as counsel, nunc pro tunc to Feb. 13,
2013.

The Committee desires to employ Ivey McClellan at the hourly rates
normally charged to and paid by the firm's clients, subject to
Bankruptcy Court approval.  The firm's current normal hourly rates
for its professionals are:

          Partners                        $325 to $480
          Associates                      $250 to $280
          Paralegal/legal assistants      $100 to $110

Ivey McClellan professionals currently have these normal hourly
billing rates for a case like that of the Debtor:

          Charles M. Ivey, III             $480
          Dirk W. Siegmund                 $400
          Samantha K. Brumbaugh            $325
          Other partners                   $300
          Justin W. Kay                    $280
          Charles m. (Chuck) Ivey, IV      $250
          Paralegals                       $100

The firm intends to apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code.

The Committee has selected the firm because of Mr. Ivey's and his
colleagues' knowledge of bankruptcy law, rules and procedures and
experience in Chapter 11 cases.  The firm has extensive experience
representing debtors, secured creditors, unsecured creditors,
committees, and members of committees in Chapter 11 cases filed in
North Carolina.

The firm is not aware of any conflicts of interest pertaining to
its representation of the Committee in the Debtor's cases.  The
Committee is satisfied that the firm represents no other entity
having an adverse interest in connection with the case, that Ivey
McClellan is a "disinterested person" within the meaning of Sec.
101(14) of the Bankruptcy Code, and that its employment will be in
the best interest of the Committee and its estate.

The firm can be reached at:

         IVEY, MCCLELLAN, GATTON & SIEGMUND, L.L.P.
         Charles M. Ivey, III
         199 South Elm Street, Suite 500
         Greensboro, North Carolina
         Tel: (336) 274-4658
         Fax: (336) 275-4540

                    About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.

An 8-member official committee of unsecured creditors has been
appointed in the Chapter 11 case.



ROCKIES EXPRESS: Moody's Alters Outlook to Pos. & Affirms Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service changed Rockies Express Pipeline LLC's
(REX) outlook to positive from stable and affirmed all of REX's
ratings, including the Ba2 Corporate Family Rating (CFR) and the
Ba2 senior unsecured notes ratings.  In addition, Moody's affirmed
all of Tallgrass Operations LLC's (Tallgrass) ratings, including
the Ba3 CFR and Ba3 senior secured credit facility ratings, with
the outlook remaining stable.  Moody's also assigned a Speculative
Grade Liquidity (SGL) Rating of SGL-3 to REX and to Tallgrass.

"REX's positive outlook reflects expected improvement in financial
leverage over 2015 and 2016 from a combination of increased
earnings from new east to west transportation contracts and debt
reduction," commented Pete Speer, Moody's Senior Vice President.
"Tallgrass' ratings were affirmed based on the benefits of visible
near term debt reduction offset by the continued sale of assets to
Tallgrass Energy Partners."

Affirmations:

Issuer: Rockies Express Pipeline LLC

  -- Corporate Family Rating (Local Currency), Affirmed Ba2

  -- Probability of Default Rating, Affirmed Ba2-PD

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Affirmed Ba2, LGD4

Assignments:

Issuer: Rockies Express Pipeline LLC

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Rockies Express Pipeline LLC

  -- Outlook, Changed To Positive From Stable

Issuer: Tallgrass Operations LLC

  -- Corporate Family Rating (Local Currency), Affirmed Ba3

  -- Probability of Default Rating, Affirmed Ba3-PD

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed Ba3, LGD4

Assignments:

Issuer: Tallgrass Operations LLC

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

  -- Issuer: Tallgrass Operations LLC

  -- Outlook, Remains Stable

Moody's expects REX's financial leverage (Debt/EBITDA) to decline
towards 4.5x by the end of 2015 from 5.5x at the end of 2014.  The
company plans to repay the $450 million senior notes due April 2015
using partner capital contributions.  This meaningful debt
reduction combined with increases in EBITDA from 1.2 Bcf/d of
contracted east to west shipping volumes starting in mid to late
2015 will reduce leverage and improve interest coverage.  While the
company has not fully mitigated the expected reduction in tariffs
for west to east contracts that expire in 2019, the favorable
prospects for further progress in replacing those revenues from
east to west gas flows combined with the company's demonstrated
commitment to debt reduction supports a positive outlook for REX's
ratings.

The Ba2 CFR for REX is supported by access to large natural gas
supply basins in the Rocky Mountain and the Appalachian regions,
multiple interconnections with long haul pipelines serving the
Midwest and Northeast, and long-term firm transportation contracts
with mostly investment grade producers and marketing companies.
These positive attributes are offset by REX's high debt levels and
the anticipated large reduction in earnings on its foundational
contracts to ship gas east from the Rocky Mountains when those
contracts expire in 2019.  The company has made significant
progress in making REX a key northern header system to move
increasing gas production from the Marcellus and Utica Shale west
to interconnections with pipelines that access key upper Midwest
demand markets or could move gas south to Gulf Coast markets.

Tallgrass' Ba3 CFR reflects the largely fee-based nature of its
predominantly interstate pipeline asset base and the improving
geographic diversity of cash flow generation.  The rating is
supported by clear visibility to debt reduction at Tallgrass offset
by increased structural subordination of its creditors to the debt
at Tallgrass Energy Partners, LP (TEP, unrated), which will
continue to increase as Tallgrass' remaining directly owned assets
get sold to TEP. Since Tallgrass was initially rated in October
2012, it has sold most of its direct ownership in its pipeline and
midstream assets to TEP, with the exception of its 50% ownership of
REX and its 67% ownership of the Pony Express Pipeline.

Tallgrass has offered to sell another 33% ownership interest in
Pony Express to TEP which appears likely to occur and will result
in substantial debt reduction for Tallgrass.  Moody's expects that
all of Pony Express and other storage assets will eventually be
dropped down to TEP leaving Tallgrass as a pure holding company for
ownership interests in TEP and REX.  Therefore Tallgrass' ratings
will be primarily driven by the credit profiles of REX and TEP
because of structural subordination.

The SGL-3 rating at REX reflects its strong cash flow generation in
excess of maintenance capital spending requirements,
counterbalanced by its high dividend payouts and dependence on its
parent companies for capital to fund growth capital spending or
debt reduction.  Moody's expects REX to generate substantial
discretionary cash flow because of its firm, long term contracts,
and low maintenance capital expenditure requirements.  Growth
capital projects in 2014 were funded through owner capital
contributions while distributions to owners were managed to within
cash flows while leaving meaningful cash balances for liquidity
needs.  Moody's expects this ownership support to continue in
addition to owner capital contributions to fund retirement of the
notes maturity in April 2015.  REX has no committed revolving
credit facility and therefore no maintenance financial covenants.

Tallgrass' SGL-3 rating also reflects expectations of adequate
liquidity through 2015, primarily because of its $200 million
revolving credit facility.  The anticipated sale of another 33% of
Pony Express is expected to raise around $700 million of cash that
will be predominantly applied to debt reduction.  The company's
revolving credit facility and anticipated distributions received
from REX and TEP and the cash flow from its remaining 33% ownership
in Pony Express should cover its debt service requirements and
anticipated investments in REX to support its growth projects and
the April 2015 debt maturity.  The company is in compliance with
its debt covenants and we expect that to continue through 2015.
Substantially all of the company's ownership interests in REX, TEP
and Pony Express are encumbered by its senior secured credit
facilities, limiting its ability to raise cash through asset sales
without applying the proceeds to debt reduction.

If REX successfully executes on its east to west project and begins
generating the expected incremental EBITDA the ratings could be
upgraded to Ba1.  Debt/EBITDA sustained below 4.5x with good
liquidity would be supportive of a Ba1 rating.  An unexpected
increase in financial leverage or a meaningful decrease in interest
coverage could lead to a ratings downgrade. Debt/EBITDA sustained
above 6x could result in a ratings downgrade.  Increased financial
leverage at the Tallgrass family of companies could also pressure
the REX ratings.

In order for Tallgrass' ratings to be upgraded, the rating of REX
will have to be upgraded to Ba1 and the credit profile of TEP would
have to be consistent with a Ba1 rating with relatively low debt
remaining at Tallgrass. T he ratings could be downgraded if REX's
or TEP's credit profile were to significantly deteriorate.  In
addition, if Tallgrass' debt/EBITDA (adjusted for its proportionate
ownership of REX and consolidating TEP) does not decline below 5x
in 2015 as expected then its ratings could be downgraded.

Rockies Express Pipeline LLC (REX) is a major interstate natural
gas pipeline system completed in November 2009 which transports up
to 1.8 bcf per day of natural gas from Opal, Wyoming and Meeker,
Colorado to Clarington, Ohio.  It also transports 0.6 bcf per day
from the MarkWest Energy Partners (Ba2 stable) Seneca processing
complex in Noble County, Ohio to delivery points within Zone 3.
REX is owned 50% by Tallgrass, 25% by Phillips 66 (A3 stable) and
25% by Sempra Energy (Baa1 stable).

Tallgrass Operations is a wholly owned subsidiary of Tallgrass
Development, LP (TDEV, unrated).  TDEV fully and unconditionally
guarantees the debt of Tallgrass. Both TDEV and TEP are controlled
by Tallgrass GP Holdings (unrated), an entity owned by management
and affiliates of private equity firms Kelso & Company and The
Energy & Minerals Group.

The principal methodology used in rating Rockies Express Pipeline
LLC was Natural Gas Pipelines published in November 2012.  The
principal methodology used in rating Tallgrass Operations LLC was
Global Midstream Energy published in December 2010.  Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.


RSI HOME: Moody's Affirms B1 CFR & Rates New Notes B1
-----------------------------------------------------
Moody's Investors Service affirmed RSI Home Products, Inc.'s B1
Corporate Family Rating and its B1-PD Probability of Default
Rating, following the company's recent announcement that it intends
to refinance its existing debt and to pay a $100 million cash
dividend to its stockholders. Mr. Ronald S. Simon, the founder of
RSI who currently serves as a Director, is the majority owner of
the company.  Moody's affirmed RSI's ratings since resulting debt
credit metrics still support the current ratings following the $50
million increase in balance sheet debt.  Further, Moody's expects
RSI to generate free cash flow throughout the year, replenishing
cash on hand and improving the company's liquidity profile.  In a
related rating action, Moody's assigned a B1 to the company's
proposed $575 million 2nd lien senior secured notes due 2023. The
rating outlook is stable.

Proceeds from the proposed notes will be used to redeem the
company's existing 6.875% $525 million 2nd lien senior secured
notes due 2018, (rating to be withdrawn upon successful closing of
the transaction), to pay related fees and expenses, and to add a
nominal amount of cash to RSI's balance sheet.  Moody's expects the
proposed notes to have substantially the same terms and conditions
as the existing notes.  The extension of RSI's notes by five years
is a credit positive.  RSI anticipates a reduced rate for the
proposed notes relative to the existing notes that are being
refinanced, but interest payments could be slightly higher due to
the $50 million increase in the size of the notes.  The proposed
notes will allow for the $100 million cash dividend, effectively
removing the dividend restriction under RSI's existing notes. RSI
is also redoing its current $75 million revolving credit facility
(unrated).  Moody's anticipates a maturity extension to 2020 from
2017, new financial covenants to accommodate the higher level of
debt, and the allowance of the dividend under the restricted
payments clause.

The following ratings will be affected by this action:

  -- Corporate Family Rating affirmed at B1

  -- Probability of Default Rating affirmed at B1-PD

  -- 2nd Lien Senior Secured Notes due 2023 assigned B1 (LGD4).

RSI's B1 Corporate Family Rating remains appropriate at this time
despite the $100 million cash dividend and the $50 million increase
in balance sheet debt.  Moody's views the cash dividend an
aggressive financial strategy at a time when the company faces the
potential of higher working capital requirements to meet future
growth needs.  The size of the dividend represents about 2.25 years
of RSI's 2014 free cash flow, and the payment will greatly diminish
the company's cash on hand relative to its balance at FYE14.
Nevertheless, key debt credit metrics, although slightly weakened
as a result of higher balance sheet debt, remain supportive of the
current ratings. Leverage on a pro forma basis will increase to
about 5.0x from 4.7x at FYE14, and free cash flow-to-debt will
contract to about 6.3% from 7.0% (all ratios incorporate Moody's
standard adjustments).  Interest coverage will remain around the
levels that are commensurate with the current ratings.  Robust
operating margins are a key credit strength aided by low-cost
manufacturing, ongoing improvements to operating efficiency, and an
ability to mitigate cost increases.  RSI benefits from the solid
repair and remodeling end market, the primary driver of its
revenues.  However, the ratings are constrained by a high customer
concentration among the home centers and a business profile
characterized by a single line of business.

Balance sheet debt will have increased by 180% to approximately
$575 million from about $205 million at FYE12.  This increase in
debt results from the management buyout of Onex Equity's 50%
ownership in February 2013 and the proposed recapitalization.  Mr.
Simon has no personal capital invested in RSI. Debt-to-book
capitalization is excessive due to the lack of equity.  Moody's
calculates adjusted debt-to-book capitalization at near 275% on a
pro forma basis at 4Q14, which is indicative of very lowly rated
companies.  Also, the company has significant negative tangible net
worth from prior leveraged buyouts and dividends.

The stable rating outlook reflects Moody's view that RSI will
continue to benefit from new business through the big home centers
and the strength in the repair and remodeling end market, resulting
in credit metrics more supportive of the current ratings.  Also,
Moody's expects free cash flow will be used to replenish cash on
hand, resulting in a better liquidity profile.

The B1 rating assigned to the $575 million 2nd lien senior secured
notes due 2023, the same rating as the Corporate Family Rating,
reflects their position as the preponderance of debt in RSI's debt
capital structure.  The notes are secured by a second lien on
substantially all of the company's assets. Moody's view these notes
as practically unsecured debt, since the benefits from the residual
value of the second lien collateral will be minimal in a distressed
scenario.

Positive rating actions over the intermediate term are unlikely due
to the company's weakened liquidity profile and customer
concentration.  However, positive rating actions could ensue if
RSI's maintains its strong operating margins such that
EBITA-to-interest expense is sustained above 3.5x or debt-to-EBITDA
approaches 3.5x (all ratios incorporate Moody's standard
adjustments).  A better liquidity profile as well as permanent debt
reduction would also support positive rating movement.

Negative rating actions may occur if RSI's operating performance
falls below Moody's expectations or if the company experiences a
weakening in financial performance due to a decline in demand for
cabinets.  EBITA-to-interest expense below 2.0x, debt-to-EBITDA
sustained above 5.5x (all ratios incorporate Moody's standard
adjustments), a deteriorating liquidity profile, or large dividends
could negatively pressure the ratings.

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

RSI Home Products, Inc. ("RSI"), headquartered in Anaheim, CA, is a
domestic manufacturer and distributor of stock and made-to-order
bathroom and kitchen cabinets and cultured marble tops distributed
through the big box retailers, builders and dealers.  Ronald S.
Simon, Founder and currently a Director, is the majority owner of
RSI. Management holds a minority interest in the company.  Revenues
for the 12 months through Jan. 3, 2015 totaled approximately $540
million.


RSI HOME: S&P Affirms 'B+' CCR & Revises Outlook to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Anaheim, Calif.-based RSI Home Products
Inc. and revised its rating outlook on the company to positive from
stable.

At the same time, S&P assigned its 'B+' issue-level rating (the
same as the corporate credit rating) to the company's proposed $575
million senior secured second-lien notes due 2023 with a recovery
rating of '3H', indicating S&P's expectation of meaningful (60% to
70%) recovery for lenders in the event of a payment default.

"The outlook revision to positive from stable reflects our view
that RSI is in a position to materially improve earnings and EBITDA
over the next two years through new product offerings and recent
business wins," said Standard & Poor's credit analyst Thomas
O'Toole.  "We believe that this improvement, combined with RSI's
leading market position in stock cabinetry, superior distribution
capabilities, and strong relationships with the leading retail
providers, will position the company to further reduce leverage
over the next two years.  We also expect RSI will maintain adequate
liquidity over this time."

S&P will consider revising the positive outlook to stable if RSI
has weaker-than-expected end market demand resulting in a decline
in volumes or if the company is unable to successfully execute new
business ventures.  In addition, if the company lost business at
one or both of its major customers, such that total leverage
increased to well above 4x on a sustained basis, or if liquidity
materially decreased, S&P would most likely revise the positive
outlook.

S&P could raise its rating on RSI if the company's sales and EBITDA
continue to grow, resulting in debt leverage sustained below 3x and
FFO to debt above 20%.  This could occur, under S&P's scenario, if
sales increased in each of the next two years while the company
continued to maintain its strong profit margins.



SAMSON INVESTMENT: Moody's Cuts Corp. Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service downgraded Samson Investment Company's
Corporate Family Rating (CFR) to Caa3 from B3.  Moody's also
downgraded the company's senior unsecured notes to Ca from Caa1 and
its second-lien term loan to Caa2 from B2.  The SGL-4 Speculative
Grade Liquidity Rating is affirmed and the outlook is negative.
These rating actions conclude Moody's review for downgrade of
Samson Investment Company, which was initiated on Dec. 12, 2014.
Samson Investment Company is the principal operating subsidiary of
Samson Resources Corporation (Samson).

"The downgrade to Caa3 reflects our view that Samson faces a high
risk of default," commented Andrew Brooks, Moody's Vice President.
"The company's stressed liquidity position, delays in reaching
agreements on potential asset sales and its retention of
restructuring advisors increases the possibility that the company
may pursue a debt restructuring that Moody's would view as a
default."

Downgrades:

  -- Corporate Family Rating (Local Currency), Downgraded to Caa3
     from B3

  -- Probability of Default Rating, Downgraded to Caa3-PD from
     B3-PD

  -- Senior Secured Bank Credit Facility, Downgraded to
     Caa2(LGD3) from B2(LGD3)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Ca(LGD5) from Caa1(LGD5)

Affirmations:

  -- Speculative Grade Liquidity Rating, Affirmed SGL-4

  -- Outlook Actions:

  -- Changed To Negative From Rating Under Review

Chronically low natural gas prices exacerbated by suddenly weaker
crude oil prices have pressured Samson's near term cash flow,
stressing its liquidity and limiting opportunities for debt
reduction.  While the company has made modest progress furthering
the development of its oil and liquids-rich natural gas holdings,
this strategy presently does not generate cash flow sufficient to
adequately fund its ongoing oil and gas production activities,
requiring the company to shift its focus to asset sales to
supplement its liquidity.  However, the current commodity price
environment has not been conducive for assets sales and this
process appears to have now stalled.  Samson is also burdened with
exceptionally heavy debt service costs relative to cash flow as a
result of its high coupon debt, further pressuring liquidity.

Samson has retained restructuring advisors to assist in the
evaluation of all aspects of its capital structure and untenable
interest burden.  Moody's considers Samson's present debt level
unsustainable, heightening the risk that Samson may need to reach a
negotiated agreement to reduce its outstanding debt and interest
expense, which Moody's would view as equivalent to a default.

Samson's Caa3 CFR reflects margins, cash flow and liquidity that
have become increasingly stressed by low commodity prices and an
over-leveraged balance sheet, raising concerns over the
sustainability of the company's capital structure.  The company is
a large, predominantly natural gas producer that operates across a
geographically diverse set of producing basins, few of which,
however, offer compelling value in the current commodity price
downturn.

Samson's SGL-4 Speculative Grade Liquidity Rating reflects its weak
liquidity through 2015. With $567 million drawn under its $1.0
billion secured borrowing base revolving credit facility at
September 30, availability of the unused amount of the revolver
could become restricted should Samson be unable to comply with the
facility's 1.5x first lien debt to EBITDA covenant, which Moody's
view as likely.  The revolver has a scheduled maturity date of
December 2016.  In May 2014, Samson's revolving credit agreement
was amended to reduce its borrowing base to $1.0 billion from $1.78
billion, while permitting it to incur an additional $500 million of
second lien debt without a further, related reduction to the
borrowing base.  The second lien debt was not issued.

The Ca rating on Samson's $2.25 billion senior unsecured notes
reflects the subordination of the senior unsecured notes to
Samson's $1.0 billion senior secured revolving credit and its $1.0
billion second lien term loan's priority claim to the company's
assets.  The size of the claims relative to Samson's outstanding
senior unsecured notes results in the notes being rated one notch
below the Caa3 CFR under Moody's Loss Given Default Methodology.
The Caa2 rating on Samson's $1.0 billion second lien term loan
reflects its superior position in the capital structure compared to
the unsecured notes and its second priority lien on all collateral
securing the secured revolving credit facility.

The outlook is negative reflecting stressed liquidity.  A downgrade
would be considered if Samson's liquidity profile further
deteriorates or should it pursue a distressed exchange of its debt.
An upgrade could be considered should Samson materially improve
its liquidity, and should higher natural gas and crude oil prices
support increased cash flow generation.

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

Samson Resources Corporation is a privately owned independent
exploration and production company headquartered in Tulsa,
Oklahoma.  Samson was acquired in December 2011 by a Kohlberg
Kravis Roberts & Co. L.P. (KKR)-led investor group for $7.2 billion
in which KKR holds a 55% stake.


SARKIS INVESTMENTS: Keen-Summit Retained to Market Complex
----------------------------------------------------------
With the approval of the Bankruptcy Court, Keen-Summit Capital
Partners, LLC has been retained to market an income-producing,
mixed-use restaurant/office complex located in Ontario, CA.  The
property is being offered in a bankruptcy sale on behalf of Debtor,
Sarkis Investments Company, LLC.

Known as Plaza Continental, the center is located immediately off
of the San Bernardino Freeway at the corners of Porsche Way and
Inland Empire Boulevard.  The center consists of approximately
120,000 sq. ft. situated on 15.37 acres, providing for ample
parking.  Current tenants include Black Angus Steakhouse and
Benihana Japanese Steakhouse, among others, and the center
generated Net Operating Income of approximately $1.4 million as of
December, 2014.

"This is a spectacular investment opportunity with added-value
potential given current vacancies in the center.  With that said, a
vacant restaurant pad consisting of approximately 6,100 sq. ft. is
expected to be leased up in the near term.  The Debtor is currently
in negotiations on a ten-year lease at market rental rates with
scheduled increases throughout the term.  We expect the prospective
tenant to be a great fit within the center," said Keen-Summit
Capital Partners Managing Director and Principal, Harold Bordwin.
"We are very excited to take this property to market."

Other tenants in the center include El Torito Restaurant, Century
21 Town & Country, West Coast Ultrasound and Platt College Los
Angeles.  The center is being offered at $28.5 million.

Offers are currently being considered.  As such, interested parties
are encouraged to act immediately.

For more information about the property, contact Harold Bordwin or
Robert Tramantano at 646-381-9222 or at hbordwin@keen-summit.com
or rtramantano@keen-summit.com

This property is being offered in conjunction with GA Keen Realty
Advisors, LLC.

            About Keen-Summit Capital Partners LLC

Keen-Summit Capital Partners LLC -- http://www.keen-summit.com--
is a provider of real estate transactional and advisory services,
specializing in lease renegotiations and restructurings as well as
the accelerated sale of real estate and leases via real estate
brokerage and auction processes.  Additionally, Keen-Summit offers
corporate finance services such as distressed M&A and capital raise
services.  Keen-Summit is backed by a multi-billion dollar asset
management fund, which enables Keen-Summit, as principals, to
efficiently create capital solutions for its clients, ranging from
debt and equity investments, asset purchases, debt acquisitions,
and DIP financings.

              About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis owns
and leases several parcels of commercial real property in Ontario,
California: 3550 Porsche Way; 3640 Porsche Way; 3660 Porsche Way;
3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

In April 2014, the Debtor filed a Second Amended Reorganization
Plan and disclosure statement.  The Debtors seeks to accomplish
payments under the plan by paying creditors on account of their
allowed claims in full over time from cash flows generated from
future operations or the proceeds from the sale of the Company or
the properties.


SGK VENTURES: Firm Facing $70M Malpractice Suit by Trustee
----------------------------------------------------------
Law360 reported that Chicago-based Patzik Frank & Samotny Ltd. was
slapped with a $70 million legal malpractice suit alleging the
boutique firm played an integral role in self-dealing transactions
by Keywell LLC insiders that ultimately bankrupted the metal
recycling company.

According to the report, in a complaint filed in Illinois state
court, Keywell's liquidating trustee accuses the firm and two of
its attorneys, Alan Patzik and Steven Prebish, of helping Keywell
executives devise sham secured loan deals in 2007 that allowed the
insiders to make huge distributions to themselves.

                        About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier, the president and CEO, signed the
petition.  Judge Eugene R. Wedoff presides over the case.

Keywell disclosed $22.6 million in assets and $37.2 million in debt
in its schedules, as amended.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The Official Committee of Unsecured Creditors hired David A. Agay,
Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A.
Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins
LLC as counsel.  Alvarez & Marsal North America, LLC, serves as
financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for
$15.8 million.  The original offer was from Cronimet Holdings Inc.
for $12.5 million cash.

Keywell LLC changed its name and case caption to "SGK Ventures,
LLC" following the sale.



SHAHARA KHAN: 2nd Circ. Affirms Bankr. Court Can Impose Sanctions
-----------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Second
Circuit killed a Manhattan attorney's fight to reverse a federal
bankruptcy court order sanctioning him $15,000 for bringing "vague"
and "unintelligible" counterclaims that lacked merit against a U.S.
Trustee in a fraudulent conveyance suit related to a Queens
cabbie's wife's bankruptcy.

According to the report, a three-judge appellate panel rejected
outright Karamvir Dahiya's argument that bankruptcy courts lack
inherent authority to sanction attorneys, saying the plain language
of 28 U.S.C. Section 1927 authorizes the courts to do so when an
attorney's actions are without merit.

The case is In Re: Shahara Khan, Case No. 14-1151 (2d. Cir.).


SL GREEN: Moody's Raises Subordinated Shelf Rating to (P)Ba1
------------------------------------------------------------
Moody's Investors Service upgraded SL Green Realty Corp.'s senior
unsecured debt rating to Baa3, from Ba1 with a stable outlook.
This rating action reflects SL Green's leadership position as an
owner and operator in the New York City office market as well as
the company's strong liquidity and diversification into retail and
multifamily assets. Offsetting these strengths are SLG's
geographic, industry and tenant concentrations, and high leverage
as measured by net debt/EBITDA and secured debt. The stable rating
outlook incorporates Moody's expectation that SL Green will
continue its strong operating performance and maintain its
defensive credit metrics.

The following ratings were upgraded with a stable outlook:

  -- SL Green Realty Corp. - senior secured shelf to (P)Baa2,
     from (P)Ba1; senior unsecured debt to Baa3, from Ba1; senior
     unsecured shelf to (P)Baa3, from (P)Ba1; subordinate shelf
     to (P)Ba1; from (P)Ba2; junior subordinate shelf to (P)Ba1;
     from (P)Ba2; preferred stock to Ba1; from Ba2; preferred
     shelf to (P)Ba1, from (P)Ba2.

  -- SL Green Operating Partnership L.P. - senior secured shelf
     to (P)Baa2; from (P)Baa3, senior unsecured shelf to (P)Baa3,
     from (P)Ba1; subordinate shelf to (P)Ba1, from (P)Ba2;
     junior subordinate shelf to (P)Ba1, from (P)Ba2.

  -- Reckson Operating Partnership L.P. - senior secured shelf to
     (P)Baa2, from (P)Baa3; senior unsecured debt to Baa3, from
     Ba1; senior unsecured shelf to (P)Baa3, from (P)Ba1;
     subordinate shelf to (P)Ba1, from (P)Ba2; junior subordinate
     shelf to (P)Ba1, from (P)Ba2.

Moody's rating action also reflects SL Green's strong liquidity and
improving financial metrics.  The REIT's fixed charge coverage
increased to 2.5x at YE14 from 2.3x at YE13 and 2.2x at YE12.
Although the REIT's net debt/EBITDA is material at 8.3x at YE14 and
secured debt is high at 31%, SL Green is committed to improving its
balance sheet as evidenced by the unencumbered asset pool increase
to 56% from 30% at YE12.  SLG's on balance sheet leverage, on a
combined basis including Reckson, is viewed as moderate at 46% at
YE14, but has declined from 54% at YE09.  Net debt to EBITDA at SLG
has increased substantially at YE14 to 8.3x from 7.7x at YE13 and
7.2x at YE12 due to the acquisition of SL Green's partner's
interest in 388-390 Greenwich Street (Citi building) and
refinancing its debt, which was brought onto the balance sheet.

SLG's ratings continue to reflect its high-quality portfolio
comprised of interests in 101 Manhattan properties totaling more
than 42 million square feet.  In addition to its Manhattan
investments, SL Green holds ownership interests in 36 suburban
assets totaling 5.9 million square feet in Brooklyn, Long Island,
Westchester County, Connecticut and New Jersey.  SLG is
geographically concentrated in midtown Manhattan, although assets
in Westchester and Stamford somewhat mitigate this concentration.
SLG has tenant concentration, with its top five tenants accounting
for 26.7% of annualized rent as of YE14. Manhattan tenants in the
financial services sector represent 37.3% of annualized base rent.
SLG's Manhattan occupancy remains strong, but challenges continue
in its suburban portfolio.  Total portfolio occupancy measured
92.7% at YE14 compared to 91.5% a year earlier.  Manhattan same
store occupancy including unconsolidated properties increased to
94.7% at YE14 from 93.5% at YE13.  Its suburban same store
portfolio occupancy including unconsolidated properties increased
to 81.7% from 80.0% over the same time period and is expected to
continue improving.  Asset concentration with the four largest
properties in Manhattan accounting for approximately 28% of its
annualized rent on a consolidated basis is a negative.

Upward rating momentum would be predicated upon an increase in
SLG's unencumbered assets to over 60% of gross assets; a material
reduction in overall secured debt (closer to 15% of gross assets);
net debt to recurring EBITDA below 6.5x; and fixed charge coverage
closer to 3x on a sustained basis.  Ratings would come under
downward pressure should net debt to EBITDA increase above 8x on a
sustained basis; secured debt increase over 30%; or fixed charge
coverage fall below 2.2x. The ratings would also be pressured
should SLG's unencumbered assets to gross assets decline materially
from existing levels.

Moody's last rating action with respect to SL Green was on Aug. 20,
2013 when its ratings were affirmed at Ba1 (senior unsecured debt)
with a stable outlook.

SL Green Realty Corporation [NYSE: SLG] is a real estate investment
trust (REIT) that primarily acquires, owns, manages, leases and
repositions office properties in Manhattan with an expanding retail
and multifamily portfolio.  As of Dec. 31, 2014, SL Green owned
interests in 101 Manhattan properties totaling 42 million square
feet and ownership interests in 36 suburban assets totaling 5.9
million square feet. This includes ownership interests in 28.0
million square feet of commercial buildings and debt and preferred
equity investments secured by 14.4 million square feet of
buildings. At YE14, SL Green's assets totaled $17.1 billion and its
shareholders' equity was $7.5 billion.

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


SPIN HOLDCO: Moody's Affirms 'B3' CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed Spin Holdco, Inc.'s B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating.
Concurrently, Moody's affirmed the B2 ratings on the proposed $125
million upsize of the company's first lien term loan that now
amounts to $1,524 million and on Spin's $75 million revolving
credit facility.  The rating outlook remains stable.

Spin plans to utilize the term loan proceeds to term out the
revolving credit facility drawings of $49 million, pre-fund pending
tuck-in acquisitions and fund future acquisitions.  Moody's views
the modest increase in leverage and cash interest expense as credit
negative, but is affirming the B3 CFR because projected
debt-to-EBITDA of 5.4x (for the fiscal year ended March 2015,
incorporating Moody's standard adjustments) is within the range
expected for the rating.

Moody's took the following rating actions on Spin Holdco, Inc.:

  -- Corporate Family Rating, affirmed at B3;

  -- Probability of Default Rating, affirmed at B3-PD;

  -- $1,524 million upsized first lien senior secured term loan
     due 2019, affirmed at B2 (LGD3);

  -- $75 million first lien senior secured revolving credit
     facility due 2018, affirmed at B2 (LGD3);

  -- The rating outlook remains stable.

The B3 CFR reflects Spin's track record of acquisitions and
aggressive financial policies.  Given Spin's aggressive balance
sheet management, Moody's does not expect credit metrics to improve
over the next 12-18 months as the company continues adding debt
that is not fully offset by EBITDA growth.  Pro forma for this $125
million add-on, debt to EBITDA is 5.4x at the Spin HoldCo level.
Over the last couple of years, the company has made 18 acquisitions
and Moody's expects Spin will continue to pursue debt-financed
acquisitions in order to grow its top line.  Further, given the
track record, Moody's expects the company to use free cash flow for
acquisitions rather than debt repayment.  Moody's projects adjusted
free cash flow to debt below 5% and adjusted debt to EBITDA
slightly above 5 times over the next 12-18 months.

At the same time, the B3 CFR more favorably reflects Spin's stable
revenue stream.  Its track record and stability are driven by its
large installed equipment base, geographic diversity, and long-term
contracts in the business of laundry services that tends to be
relatively protected from the general economic cycle. The company's
size, economies of scale, and proven ability to raise vend prices,
will continue to offset the impact of economic uncertainty.
Further, Spin's integration of Mac-Gray following the February 2014
acquisition has been successful thus far and should benefit the
company's longer-term financial performance through cost synergies
and the wind down of cash integration outlays.

The rating also considers the company's good liquidity profile,
supported by expected positive free cash flow generation of
approximately $60-70 million and $75 million senior secured
revolver expiring in 2018.  The company is subject to a springing
net first-lien leverage requirement under its revolver.  The
covenant will only be tested if utilization under the revolver
exceeds 20% of the facility amount.  Moody's does not believe the
company is reliant on the facility for operations, but Spin could
exceed the availability threshold because of acquisitions.  Spin is
resetting the covenants as part of the term loan upsize, and
Moody's projects the company will have good cushion under the
revised covenants for the next 12-15 months.

The stable outlook reflects the company's steady, recurring revenue
stream as well as a slowly improving economy that will eventually
benefit Spin's machine usage and EBITDA generation.

The ratings could be upgraded if the company adjusted debt to
EBITDA declines below 5.0x; and/or if adjusted interest coverage,
as measured by (EBITDA-CAPEX)/interest expense, exceeds 1.75x, both
on a sustained basis.

The ratings could be downgraded if the company's adjusted debt to
EBITDA were to exceed 6.5x and/or adjusted interest coverage, as
measured by (EBITDA-CAPEX)/interest expense, were to decline below
1.0x for a lengthy period of time.  Liquidity deterioration could
also result in a downgrade.

The first-lien senior secured credit facility is notched above the
Corporate Family Rating because 1) it benefits from a collateral
package that consists of a first-lien on all assets; 2) upstream
guarantees from Spin Holdco's domestic operating subsidiaries and
downstream guarantees from Spin Holdco's parent company, and 3) the
loss absorption provided by the unrated junior debt (second-lien
term loan) in the amount of $210 million.

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

Spin Holdco, Inc., which itself is a wholly owned subsidiary of CSC
ServiceWorks, Inc., is the single largest provider of outsourced
laundry services for multi-family housing properties in North
America through its Coinmach Service Corp. subsidiary.  Revenues
for the LTM period ending Dec. 31, 2014 are $1.1 billion.


STARDUST HOLDINGS: S&P Lowers Rating on 1st Lien Term Loan to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it is revising its
recovery rating on Stardust Holdings Inc.'s (Hanson Building
Products) first-lien term loan to '3H' from '2', with a projected
recovery in the upper half of 50% to 70% range.  As a result of the
recovery rating revision, S&P has lowered its issue-level rating on
the first-lien term loan to 'B' from 'B+', in line with S&P's
notching guidelines for a '3' recovery rating.  S&P's rating on the
company's second-lien term loan is unchanged.

S&P has taken this rating action because Hanson Building Products
has reconfigured its proposed financing structure as it relates to
Lone Star Funds' acquisition of Hanson.  The seven-year first-lien
secured term loan will be now upsized to $635 million from $595
million and the eight-year second-lien senior secured term loan
will be reduced to $260 million from $300 million.

Ratings List

Hanson Building Products
Corporate credit rating                    B/Stable/--


Rating Lowered; Recovery Rating Revised
                                           To           From

Hanson Building Products
$635 mil 1st-lien secd term loan*         B            B+
  Recovery rating                          3H           2

*Includes $40 million upsize.



STATE FISH: Shareholder Wants Court to Dismiss or Name Trustee
--------------------------------------------------------------
John DeLuca, shareholder of State Fish Co. Inc., asks the U.S.
Bankruptcy Court for the Central District of California to either
dismiss the Debtor's Chapter 11 case, abstain from exercising
jurisdiction in the case, or appoint a Chapter 11 trustee to
oversee the Debtor's case.

According to Mr. DeLuca, the Debtor undeniably filed bankruptcy
without corporate authority to do so, and in bad faith to avoid the
entry of a judgment against the company's principals and majority
shareholders: Vanessa DeLuca, Janet Esposito and Roseann DeLuca
("DeLuca Sisters").  

The bankruptcy filing, he said, was a litigation tactic
orchestrated by the DeLuca Sisters, who are the very same
shareholders that the state court held would be removed due to
their breaches of fiduciary duty, and their use of State Fish as a
personal "piggybank" by unlawfully taking millions of dollars for
their own personal benefit.  Indeed, the DeLuca Sisters will stop
at nothing to avoid personal liability, including abuse of the
bankruptcy process.

Mr. DeLuca says the bankruptcy filing has no proper reorganization
purpose.  The Debtor is solvent -- as the DeLuca Sisters admit --
and is able to meet its debts as they come due.  The filing is a
thinly veiled attempt by the DeLuca Sisters to delay repayment of
millions of dollars that they will personally owe to State Fish and
John DeLuca and others of State Fish's minority shareholders.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

A hearing is set for March 19, 2015, at 8:30 a.m., at Courtroom
1575, 255 E Temple St. in Los Angeles, California.

                         About State Fish

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

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

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.


SUN TS 40: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: SUN TS 40, LLC
        68173 Pine Place
        Cathedral City, CA 92234

Case No.: 15-54035

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 2, 2015

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  Fax: (770) 984-0044
                  Email: paul@paulmarr.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gil Moor, authorized representative.

A list of the Debtor's largest unsecured creditor is available for
free at http://bankrupt.com/misc/ganb15-54035.pdf


TAYLOR BEAN: 4th Circ. Boots Former Exec's 30-Year Sentence Appeal
------------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Fourth
Circuit rejected Lee Bentley Farkas' appeal of his 30-year sentence
for running a $2.9 billion fraud, ruling that the former chairman
of bankrupt Taylor Bean & Whitaker Mortgage Corp. failed to show
that a reasonable jury would contest the district judge's
decision.

According to the report, the Fourth Circuit said Mr. Farkas had
appealed a Virginia district court's July 2014 denial of his motion
to vacate the sentence, but such an order can't be appealed without
a circuit judge deciding that a jury might find the ruling
debatable.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more than 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.



TEXAS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Texas Enterprises, LLC
           dba Bluebonnet Elite Assisted Living
        102 Floyd St.
        Naples, TX 75568

Case No.: 15-20032

Nature of Business: Health Care

Chapter 11 Petition Date: March 2, 2015

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

Debtor's Counsel: Joshua P. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  PO Box 3929
                  Longview, TX 75606
                  Tel: 903-757-3399
                  Fax: 903-757-9559
                  Email: jrspc@jrsearcylaw.com

Estimated Assets: $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jan Litwin, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb15-20032.pdf


TRITON CONTAINER: S&P Affirms 'BB+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating to San Francisco-based marine cargo container lessor Triton
Container International Ltd.'s $114 million senior secured notes
due 2022, $57 million senior secured notes due 2025, and $269
million senior secured notes due 2027.  The recovery rating on
these issues is '1', indicating S&P's expectation that lenders
would receive very high recovery (90%-100%) of principal in the
event of a payment default.  Proceeds will be used for general
corporate purposes and to refinance debt.

S&P's rating on Triton reflects the company's substantial market
position within the marine cargo container leasing industry.  The
company generates a large proportion of its revenues from long-term
leases, resulting in relatively stable earnings and cash flow.  The
rating also incorporates the cyclicality and capital intensity of
the marine cargo container leasing industry.  S&P assess the
company's business risk profile as "satisfactory," its financial
profile as "significant," and its liquidity as "adequate," based on
S&P's criteria.

The outlook is stable.  S&P believes Triton will benefit from
favorable market fundamentals that should contribute to increased
earnings and cash flow, helping the company maintain a relatively
stable financial profile despite increased debt to fund growth.
S&P could lower the rating if Triton's earnings do not improve to
the levels S&P expects, leading to a weaker financial risk profile
and funds from operations to debt falling to the low-teens percent
area for a sustained period.  S&P do not foresee an upgrade as long
as a private-equity firm owns the company.  S&P typically do not
rate private-equity owned transportation equipment lessors higher
than 'BB+' because of financial policy concerns.

RATINGS LIST

Triton Container International Ltd.
Corporate Credit Rating                           BB+/Stable/--

New Ratings
Triton Container International Ltd.
$114 million senior secured notes due 2022         BBB
  Recovery Rating                                   1
$57 million senior secured notes due 2025          BBB
  Recovery Rating                                   1
$269 million senior secured notes due 2027         BBB
  Recovery Rating                                   1  



UNIQUE BROADBAND: CCAA Court Extends Stay; Shareholders Meet May 4
------------------------------------------------------------------
Unique Broadband Systems, Inc., on March 2 disclosed that on
Feb. 26, 2015, the Ontario Superior Court made an Order to
facilitate the Company's' orderly exit from the Companies'
Creditors Arrangement Act proceedings that were commenced in July
2011.  That Order provides for, among other things, the extension
of the stay of proceeding imposed in July 2011 for a period of time
to permit UBS to convene a meeting of its shareholders for the
purpose of voting on shareholder proposals, including with respect
to the election of a new board of directors.  A shareholders'
meeting has been called for May 4, 2015 and a record date has been
set for March 25, 2015.  Additional information in respect of the
meeting will be provided in the normal course.

UBS has settled all of the claims made against it in the CCAA
proceedings.  This includes the release of $544,593 of claims made
in respect of the remaining 2009 Restructuring Awards, inclusive of
related interest, and all indemnity claims made by the previous
directors of UBS.  All other creditors will be paid 100% of their
allowed claims and UBS will recover $50,000 in advances made to a
former director.

A copy of the Order and other related information can be found on
the monitor's Web site at http://www.duffandphelps.com/under the
UBS link.

                  About Unique Broadband Systems

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look Communications
and a continuing business interest with Unique Broadband Systems
Ltd.  UBS's shares are listed on the NEX under the symbol "UBS.H".
More information on UBS can be found at http://www.sedar.com



UNIVERSAL COMPUTER: S&P Affirms 'BB+' CCR then Withdraws Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate rating on Universal Computer Systems Holding Inc. (d/b/a
Reynolds & Reynolds).  The outlook is stable.  At the same time,
S&P affirmed the 'BBB' issue-level rating on Universal's first-lien
term loans.  The recovery rating remains '1', indicating S&P's
expectation for very high recovery (90% to 100%) in the event of
payment default.

S&P then withdrew the ratings at the company's request.



UNIVERSAL HEALTH: Ch. 11 Trustee Hires BVA Group as Consultant
--------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 trustee of Universal Health Care
Group, Inc., which entity serves as the sole member of American
Managed Care, LLC, asks for authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ The BVA Group
LLC as a valuation and fairness consultant/expert to the Trustee in
connection with litigation issues, including but not limited to
issues relating to Warburg Pincus matters, to other pending
litigation, to valuation matters or other matters which may arise
from time to time.

BVA Group will be compensated on an hourly fee basis pursuant to
the retention agreement. BVA Group requires a retainer of $50,000
from the estate of Universal.  No fees are payable to BVA Group
from the retainer without an application to and an order from this
Court.

The Trustee assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

BVA Group can be reached at:

       Jeff D. Balcombe
       THE BVA GROUP LLC
       Granite Park Three
       5601 Granite Parkway, Suite 740,
       Plano, TX 75024-6654
       Tel: (972) 377-0300
       E-mail: jbalcombe@bvagroup.com

                  About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing on
Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew its
operations of offering Medicare plans to more than 37,000 members
to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to $100
million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis
S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


UNIVERSITY GENERAL: Asks Court for Bridge Order on Payments
-----------------------------------------------------------
University General Health System, Inc., et al., filed a motion
asking the U.S. Bankruptcy Court for the Southern District of Texas
to issue a bridge order authorizing the Debtors to (I) pay certain
prepetition employee wages, (II) use cash collateral to fund
payroll, and (III) continue to use existing cash management system,
pending the first day hearing

The Debtors believe a seamless transition into chapter 11 is
critical to the viability of their operations and their ultimate
reorganization.  Any delay in granting the relief requested in the
motion would substantially hinder the Debtors' transition and cause
irreparable harm.  As such, the Debtors believe that emergency
consideration is necessary and request that the motion be
considered on an ex parte basis.

Judge Letitia Z. Paul, however, on Feb. 27 entered an order denying
without prejudice to the filing of motions adequately addressing
the notice and hearing requirements of 11 U.S.C. Sec. 363.

The Debtors later filed an amended motion seeking entry of the
bridge order.  The Debtors tell the Court that they have conferred
with United States Trustee's Office and its senior secured lender,
MidCap Financial Trust, and both consent the relief requested and
the use of cash collateral to make the payments.  The Debtors are
not aware of any other entity, other than MidCap Financial Trust,
who asserts a first lien position in the funds which the Debtors
seek to expend for the payment of employee wages.  Accordingly, the
Debtors do not believe a hearing is required under Sec. 363(c)(1)
and (2)(A) to authorize use of MidCap Financial Trust's cash
collateral.

                      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.


UNIVERSITY GENERAL: Seeks Joint Administration of Ch.11 Cases
-------------------------------------------------------------
University General Health System, Inc., et al., filed a motion
asking the U.S. Bankruptcy Court for the Southern District of Texas
to enter an order providing for the joint administration of their
separate Chapter 11 cases for procedural purposes only.

Joshua W. Wolfshohl, Esq., at Porter Hedges, LLP, avers that the
joint administration of the Chapter 11 cases will permit the Clerk
of the Court to use a single general docket for each of the
Debtors' cases and to combine notices to creditors and other
parties in interest of the Debtors' respective estates.

According to Mr. Wolfshohl, joint administration will also save
time and money and avoid duplicative and potentially confusing
filings by permitting counsel for all parties in interest to (a)
use a single caption on the numerous documents that will be served
and filed herein and (b) file papers in one case rather than in
multiple cases.  He adds that joint administration will also
protect parties in interest by ensuring that parties in each of the
Debtors' respective chapter 11 cases will be apprised of the
various matters before the Court in the Chapter 11 cases.  Finally,
Mr. Wolfshohl tells the Court, joint administration will ease the
burden on the office of the U.S. Trustee in supervising these
bankruptcy cases.

                      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.


VADNAIS HEIGHTS: S&P Withdraws 'D' Rating on Lease Revenue Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' long-term
rating on the Vadnais Heights Economic Development Authority,
Minn.'s lease revenue bonds issued for the City of Vadnais Heights
in 2010.  The bonds defaulted in February 2013.


WEST AIRPORT: Asks Court to Dismiss Case Following Default
----------------------------------------------------------
West Airport Palms Business Park LLC asks the U.S. Bankruptcy Court
for the Southern District of Florida to dismiss its Chapter 11
bankruptcy case because it did not make a payment of $1,954,288
plus interest to WAP Holdings LLC, and did not have sufficient
contracts in place to satisfy the deadlines contained within the
third amended plan of reorganization proposed by WAP Holdings.

According to the Debtor, the original secured lender for the Debtor
was First-Citizens Bank and Trust Company then assigned their claim
to WAP Holdings, who thereafter filed the plan.  The plan also
contained a default provision in the event the 2014 payments were
not made.  If the payments were not made within an agreed upon
time-frame, WAP Holdings would be entitled to promptly re-set and
conduct the foreclosure sale in state court, the Debtor noted.

The Debtor said that, as a result, WAP Holding filed a motion to
re-set a foreclosure sale on Dec. 8, 2014, and that sale of the
property occurred on Jan. 15, 2015 at 9:00 a.m.

A hearing is set for March 17, 2015 at 1:30 p.m. at C. Clyde Atkins
U.S. Courthouse, 301 N Miami Ave. Courtroom 4 (RAM) in Miami,
Florida.

             About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


YELLOWSTONE MOUNTAIN: 9th Circ. Says Approval of $22M Claim Stands
------------------------------------------------------------------
Law360 reported that the Ninth Circuit affirmed a bankruptcy
court's decision denying an appeal from Yellowstone Club World
LLC's co-founder, which sought to reverse an order allowing certain
B shareholders a $22 million claim against the estate of
Yellowstone Mountain Club LLC.

According to the report, an unpublished opinion from a three-judge
panel said the bankruptcy court did not err in its April 2010
decision approving the $22 million claim of a group that had been
designated as "seven nonsettling class B shareholders."

The case is Yellowstone Mountain Club, LLC, et al v. Brian A.
Glasser, et al., Case No. 13-35113 (9th Cir. App.).

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski    

community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


[*] Debevoise Lawyer is Newest New York Bankruptcy Judge
--------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
New York's bankruptcy bench is expanding again, this time with the
appointment of a longtime corporate bankruptcy lawyer in New York.

According to the report, Michael Wiles, until recently a partner at
New York law firm Debevoise & Plimpton LLP, will be sworn in today,
March 3, as the newest judge in U.S. Bankruptcy Court for the
Southern District of New York.


[*] IRS Won't Follow Tax Court Partnership Bankruptcy Rulings
-------------------------------------------------------------
Law360 reported that the Internal Revenue Service said it will not
follow a line of U.S. Tax Court rulings that allowed several
general partners who personally guaranteed debts within their
partnership to exclude that debt from their income after the
partnership's debts were canceled in bankruptcy.  According to the
report, in four cases regarding the same partnership, the tax court
said the partners rightly excluded the canceled debt from their
income because the debts were discharged as part of a Chapter 11
proceeding.


[*] The Deal Announces Out-Of-Court Restructuring League Tables
---------------------------------------------------------------
The Deal, TheStreet's institutional business, announced the results
of their first-time rankings of the top investment banks, law firms
and restructuring advisers involved in out-of-court restructurings.
Data collected captures advisers to distressed companies that have
announced financial restructuring over the past two years.

"The out-of-court restructuring league tables are a major milestone
for the Deal and important for the restructuring community, as it's
a big part of the business.  I'm really excited that we are now
able to capture out-of-court advisory work with these tables," said
The Deal's senior editor Jamie Mason.  "While there has been a
slowdown in bankruptcy filings in recent years, there is still
activity in the restructuring space as companies are starting to
deal with their troubles earlier, in the hopes of resolving their
issues either outside of court or through a quick prepackaged
bankruptcy filing."

League Table highlights:

   -- Houlihan Lokey Inc. was the top financial adviser to
distressed company with 38 deals, while Lazard Ltd. was ranked
second with 24 deals. Moelis & Co. LLC was the top financial
adviser to creditors with 16 deals, while Houlihan Lokey Inc. was
second with 11 deals.

   -- Amongst law firms, Kirkland & Ellis LLP and Latham & Watkins
were tied for the top counsel to distressed company with 19 deals
each. Latham & Watkins was also ranked first, with 34 deals, for
the top counsel to creditor. Milbank, Tweed, Hadley & McCloy LLP
was ranked second with 7 deals.

   -- FTI Consulting Inc. and Alvarez & Marsal LLC ranked first and
second, respectively, as the top restructuring advisers to both
distressed company and creditors.  FTI Consulting Inc. had 12 deals
as the adviser to distressed company, while Alvarez & Marsal LLC
had 8.  As the top restructuring adviser to creditors, FTI
Consulting had 3 deals, while Alvarez & Marsal LLC had 2.

The full suite of rankings is available now on The Deal, the
transaction information service powered by The Deal's newsroom and
the full report is also available online.

   About The Deal's Out-of-Court Restructuring League Tables

The Deal's Out-of-Court Restructuring league tables are based on
distressed companies that have announced financial restructurings
over the past two years.  Minimum requirements for inclusion
include: announcement date between January 1, 2013 through December
31, 2014; at least one (1) piece of debt amount stated (bond, note,
loan, credit facility, etc.); credit facility security (secured or
unsecured); and name of the distressed company.  Roles in the
league tables will be: legal advisory, financial advisory and other
advisory (including Public Relations or Restructuring Advisor).

                          About The Deal

The Deal -- http://www.thedeal.com/-- is a media and relationship
capital company providing over 100,000 users with business
opportunities sourced from proprietary deal news and a relationship
discovery tool.  Law firms, investment banks, private equity and
hedge funds use The Deal's insight and analysis about potential and
announced transactions to find their next deal and BoardEx's
service and database for building relationships.  The Deal is the
institutional arm of TheStreet, Inc. and has offices in New York,
London, Washington, D.C., Petaluma, CA and Chennai, India.


[] Corporate Defaults Have Skyrocketed In 2015, S&P Finds
---------------------------------------------------------
Law360 reported that Standard & Poor's Rating Services said the
number of defaults by corporate issuers of securities across the
globe rose sharply in the first weeks of 2015, with 12 companies
missing debt payments, the highest level since 2012.

According to Law360, citing S&P, notable defaults so far this year
have come from troubled risk solutions and security company
Altegrity Inc., which filed for bankruptcy and hand itself over to
junior bondholders under a pre-arranged $700 million debt-cutting
plan.


                            *********

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 ***