TCR_Public/150305.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 5, 2015, Vol. 19, No. 64

                            Headlines

2622 LAKE: RAIT CRE To Auction Interest & Rights on March 31
ACG CREDIT: Seeks to Extend Plan Voting Deadline to May 21
AMERICAN EAGLE: Operations and Reserves Update and Guidance
AMERICAN EAGLE: Provides Operations Update for 4th Qtr 2014
AMERICAN EAGLE: Skips $9.8-Mil. Interest Payment

AMERICAN REALTY: S&P Affirms BB Corp. Credit Rating, Off Watch Neg
ANTERO RESOURCES: Moody's Rates New $500MM Unsecured Notes Ba3
ANTERO RESOURCES: S&P Rates Proposed $500MM Sr. Unsec. Notes 'BB'
API TECHNOLOGIES: Robert Tavares Appointed New President and CEO
ARCHDIOCESE OF ST. PAUL: US Trustee Appoints Creditors' Committee

ARRAY BIOPHARMA: Completes binimetinib & encorafenib Transactions
ASR 2401 FOUNTAINVIEW: Has 4th Interim Cash Collateral Order
AVIS BUDGET: Fitch Retains 'BB-' Rating Over Planned Maggiore Deal
BPP ILLINOIS: Says RBS Rate-Rigging Bankrupted Company
CAESARS ENTERTAINMENT: Files Ch. 11 Reorganization Plan

CAESARS ENTERTAINMENT: Incurs $1.07 Billion Loss in Fourth Quarter
CAESARS ENTERTAINMENT: Needs More Time to File Form 10-K
CAESARS ENTERTAINMENT: Reports 2014 Fourth Quarter Results
CAL DIVE: Case Summary & 30 Largest Unsecured Creditors
CENTRAL FALLS, R: S&P Alters Outlook on Bonds & Affirms BB Rating

CHINA MEDICAL: Ch. 15 Liquidator Renews Push for Paul Weiss Docs
CITY OF BURLINGTON: Moody's Raises Rating of $6.8MM Certs to Ba1
COMMONWEALTH UTILITIES: Facing Insolvency Within a Year
COMMUNITY HOME: Trustee Wants to Hire Facio as Costa Rica Counsel
CUE & LOPEZ: March 11 Hearing on Bid to Dismiss or Convert Case

CUMULUS MEDIA: Posts $11.8 Million Net Income for 2014
DORAL BANK: Fitch Lowers IDR to 'D' on Receivership
EARTH CLASS: Files for Chapter 11 Bankruptcy Protection
ENERGY FUTURE: Dist. Ct. Upholds Approval of 1st Lien Settlement
ENERGY XXI: S&P Lowers CCR to 'B-', Outlook Remains Negative

ERESEARCH TECHNOLOGY: Moody's Puts 'B2' CFR Rating on Review
EVERYWARE GLOBAL: Hires Robert Ginnan SVP and CFO
EW SCRIPPS: S&P Raises CCR to 'BB', Off CreditWatch Positive
EXELIXIS INC: Reports $269 Million Net Loss for 2014
EXPRESS INC: S&P Withdraws 'BB' CCR at Company's Request

FOODS INC: Selling Pharmaceutical Assets to Hy-Vee for $515K
FREEDOM INDUSTRIES: Will Sell Etowah River Terminal
FREIF NAP I: Moody's Assigns 'Ba3' Rating to $250MM Loan
FREIF NAP I: S&P Assigns Prelim. 'BB-' Rating on $250MM Sr. Loan
GENCO SHIPPING: Files 2014 Annual Report

GFI GROUP: Fitch Revises CreditWatch Status to Positive on 'B' IDR
GLOBALSTAR INC: Incurs $463 Million Net Loss in 2014
GOODRICH PETROLEUM: S&P Rates $100MM Senior Secured Notes 'CCC+'
HERCULES OFFSHORE: Reports $216 Million Net Loss for 2014
HILLVIEW, KY: S&P Lowers Rating on GO Refunding Bonds to 'BB+'

HOLY HILL: Judge Extends Deadline to Remove Suits to April 30
INTERNATIONAL MANUFACTURING: March 19 Hearing on RelyAid Biz Sale
ISTAR FINANCIAL: Reports $33.7 Million Net Loss for 2014
JHK INVESTMENTS: Wants More Time to File Chapter 11 Plan
JOSEPH MILLER: No Yearly Payment Needed For IRA Tax Benefit

KCG HOLDINGS: Moody's Rates New $500MM Senior Notes 'B1'
KCG HOLDINGS: S&P Assigns BB- Rating on New $500MM 2nd Lien Notes
KINDRED HEALTHCARE: S&P Retains 'B+' CCR Over $150MM Add-On
LEHMAN BROTHERS: Settles Lawsuit vs. NY Giants
LEVEL 3: STT Crossing Hikes Stake to 18.5% as of Feb. 27

LUTHERAN CHURCH CANADA: May Solicit Claims From Creditors
MARION ENERGY: Deadline to Decide on Leases Moved to May 29
MARTIN FRANTZ: Judge Won't Halt Ch.7 Trustee's Sale of Property
MBIA INSURANCE: Moody's Affirms 'B2' IFS Rating
MGM RESORTS: Posts $150 Million Net Loss for 2014

MILK SPECIALTIES: Moody's Alters Outlook to Stable & Affirms CFR
MILLER AUTO: Committee Can Amend Kane Russell Employment Terms
MOUNT HOLLY PARTNERS: 10th Circuit Revives Investor Row
NINA WHITE-ROBINSON: Atty Who Didn't Pay Fine Deserves Contempt
NOVA CHEMICALS: S&P Affirms 'BB+' Corp. Credit Rating

O.W. BUNKER: Seeks More Time to Decide on Unexpired Leases
ONE FOR THE MONEY: Wants Court to Set April 15 as Claims Bar Date
ONEMAIN FINANCIAL: Moody's Puts 'B2' CFR on Review for Downgrade
PALM BEACH COMMUNITY: Seeks Court's Final Decree to Close Case
PARK AT LAX: Voluntary Chapter 11 Case Summary

PEABODY ENERGY: S&P Assigns 'BB+' Rating on $1BB 2nd Lien Debt
PORTER BANCORP: Holds Special Shareholders Meeting
POWERMINN 9090: Receiver to Sell Assets; BoNY Bids $225MM
PULSE ELECTRONICS: To be Acquired by Affiliates of Oaktree
QUEST SOLUTION: Ian McNeil Joins Board of Directors

RACING SERVICES: N.Dakota Must Return Money, 8th Cir. Says
RADIOSHACK CORP: Ch 11 Trustee Blocks $2MM Retention Bonus Plan
RANCH 967: Case Summary & 15 Largest Unsecured Creditors
REDFIELD SUITES: Case Summary & 6 Largest Unsecured Creditors
REVEL AC: L.A. Developer Offers to Buy Former Casino Hotel

RIENZI & SONS: Voluntary Chapter 11 Case Summary
ROAD INFRASTRUCTURE: Moody's Alters Outlook to Negative
ROBERT COLEMAN: Needler Directed to Explain Representation Status
ROBERTSON/KRAUS: Case Summary & 6 Largest Unsecured Creditors
S.B. RESTAURANT: Gets Approval to Terminate Rust as Claims Agent

SCH CORP: 3rd Cir. Vacates District Court Ruling on NCG Deal
SHELBOURNE NORTH: Related Midwest Wants Chapter 11 Case Closed
SIBLING GROUP: Reports $1.09-Mil. Net Loss for Q4
SILVERSUN TECHNOLOGIES: 5th Amendment to Form S-1 Prospectus
SIRIUS XM: Moody's Rates New $750MM Unsecured Notes 'Ba3'

SIRIUS XM: S&P Rates Proposed $750MM Sr. Notes Due 2025 'BB'
SPRINGLEAF FINANCE: Fitch Puts 'B' IDR on Watch Negative
SPRINGLEAF HOLDINGS: Moody's Puts B2 CFR on Review for Downgrade
SPRINGLEAF HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative
SPROUTS FARMERS: Moody's Raises CFR to 'Ba2', Outlook Positive

SUNTECH AMERICA: Says Its Assets Total $132.3 Million
SURGICAL CARE: S&P Raises Corp. Credit Rating to 'B+'
SWEET BRIAR: S&P Lowers Rating on 2006 Revenue Bonds to 'B-'
TELEFLEX INC: S&P Affirms 'BB' CCR & Revises Outlook to Positive
TENET HEALTHCARE: Dr. Lewis-Hall Named to Board Committee

TRIPLE POINT: Moody's Lowers CFR to 'Caa2', Outlook Stable
TRUMP ENTERTAINMENT: Fight with Union Heads to Appeals Court
TRUMP ENTERTAINMENT: Suit Over Termination of License May Proceed
TURNER GRAIN: US Trustee Wants Case Converted to Ch. 7 Liquidation
VERITY CORP: Appoints Verlyn Sneller Interim CEO and Chairman

VERMONT HOUSING: S&P Puts 'BB+' Rating on CreditWatch Positive
VIGGLE INC: Users' Participation at Oscars Increases
WALTER ENERGY: Swaps 8.6-Mil. Common Shares for $66.7-Mil. Notes
WINLAND OCEAN: Can File Schedules and Statements Until March 30
WOLFRIDGE FARM: Case Summary & 14 Largest Unsecured Creditors

[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

2622 LAKE: RAIT CRE To Auction Interest & Rights on March 31
------------------------------------------------------------
RAIT CRE CDO I Ltd., a Cayman Island Limited Liability Company,
will sell to the highest qualified bidder a share certificate
representing 100% of 2622 Lake LLC's interest and all related
rights at a public sale on March 31, 2015, at 10:00 a.m. (ET) at
Reed Smith LLP, Three Logan Square, 1717 Arch Street, Suite 3100 in
Philadelphia, Pennsylvania.

Lake is the fee owner of the real estate and improvements
consisting of medical office space located at 2622 Lake Avenue in
Fort Wayne, Indiana.  The purchase price of the sale collateral
must be paid at the time of the sale in immediately available
funds, except that secured party may pay the purchase price by
crediting it against the unpaid balance of the loan secured by the
sale collateral.

Any prospective purchaser must purchase the sale collateral for its
own investment and account and not for subsequent resale or
distribution.  Prospective purchasers may participate in the sale
either in person or remotely by telephone.  For more information,
contact Brian M. Schenker, Esq., at 215-851-8100.


ACG CREDIT: Seeks to Extend Plan Voting Deadline to May 21
----------------------------------------------------------
ACG Credit Company II LLC asks the U.S. Bankruptcy Court for the
District of Delaware for further extend its exclusive period to
solicit acceptances of its Chapter 11 plan of reorganization until
May 21, 2015.

The Debtor's current solicitation deadline will expire on April 14,
2015.

The Debtor says it has proposed a plan that it believes maximizes
the value of its estate, and therefore is in the best interests of
all of its creditors.  In the relatively short time that has
transpired since the petition date, it has spent a significant
amount of time working to resolve issues with SageCrest and other
creditors in order to ensure a successful reorganization.  Within
the past few weeks, it has reached a settlement agreement with
SageCrest and the litigation that was pending in Connecticut has
been stayed pending this Court's approval of such settlement,
according to the Debtor.

The Debtor notes it has been dealing with various issues that have
occupied it and its professionals.  In light of this fact, the
requested second extension of the exclusive solicitation period is
appropriate.

A hearing is set for March 11, 2015 at 10:00 a.m., to consider the
Debtor's request.  Objections, if any, were due March 4.

                    About ACG Credit Company II

New York-based ACG Credit Company II, LLC, filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17,
2014.  The Debtor estimated $10 million to $50 million in assets
and $1 million to $10 million in liabilities.  Ian Peck signed the
petition as director.  Gellert Scali Busenkell & Brown, LLC, serves
as the Debtor's counsel.


AMERICAN EAGLE: Operations and Reserves Update and Guidance
-----------------------------------------------------------
American Eagle Energy Corporation announced an operations update
for the fourth quarter ending Dec. 31, 2014, capital spending and
production guidance, and estimated proved reserves for year-end
2014.

Operated Well Development

During the fourth quarter ended Dec. 31, 2014, American Eagle added
three gross (1.8 net) wells to production.  As announced
previously, the Donald 15-33S (Three Forks long lateral) well, the
last of six wells developed under the Company's Farm-Out program,
produced an average of 312 barrels of oil equivalent per day during
the first 30 days of production.  The Rick 13-31 (Three Forks
short-lateral) well produced an average of 267 BOEPD during the
first 30 days of production.  The Huffman 15-34S (Three Forks
long-lateral) well, in which the Company owns a 94% working
interest, was the second well stimulated by American Eagle using
slickwater stimulation.  The Huffman well was brought on production
in December 2014 and averaged 261 BOEPD during the first 30 days of
production.  The Huffman well has averaged 266 BOEPD during
February 2015, which is similar to the flat, stable production
behavior observed in the Eli 8-1E (Bakken long-lateral) well, which
was the Company's initial slickwater completion.

Remedial completions, designed to correct problems with faulty
stimulation sleeves, were performed during the quarter on the
Shelly 3-2N (Three Forks short-lateral, 97% WI) and the La Plata
State 2-16 (Three Forks long lateral, 39% WI) wells.  The work on
the Shelly 3-2N well was partially successful and established an
initial 30 day production rate of approximately 61 BOEPD.  The
recompletion of the La Plata State 2-16 well was unsuccessful in
isolating communication with an overlying zone and stimulating the
Three Forks Formation.

2015 Capital Spending Guidance

The Company is focused on capital discipline and maintaining
liquidity in the current price environment.  In light of the
decreasing crude oil price trend, American Eagle stopped drilling
in November 2014, after the Huffman 15-34S well, and has suspended
its 2015 capital plans until the oil price and service cost
environment come into balance.  The Company has two gross (1.9 net)
wells (the Byron 4-4 and the Shelley Lynn 4-4N) that were drilled
during the fourth quarter and are awaiting completion. These wells
will not be completed until pricing conditions improve.

Production Volume and Lease Operating Expense Guidance

American Eagle estimates that its average production for the fourth
quarter ended Dec. 31, 2014, was approximately 2,588 BOEPD. The
Company estimates that average production for the first quarter
ended March 31, 2015, will be approximately 1,900 BOEPD. The lower
estimated quarterly production reflects the loss of production from
the previously announced non-core asset sale, normal production
decline, increased downtime from workovers associated with the
conversion of six wells from higher cost submersible pumps to rod
pumps and from winter weather.

American Eagle calculated an average lease operating expense for
the fourth quarter of approximately $25 per barrel of equivalent,
which was significantly elevated from previous periods due to
year-end adjustments and utilization of higher cost submersible
pumps.  The Company estimates that LOE expenses will trend downward
in 2015 from approximately $20 per BOE to a likely range of $15 to
$17 per BOE, reflecting savings from the full utilization of the
installed salt water disposal pipelines, arrival of the electrical
infrastructure and conversion of submersible pumps to more cost
efficient rod pumps.  American Eagle is also in the early stages of
exploring options to connect to a crude oil gathering system in the
area.

December 31, 2014 Estimated Proved Reserves Using SEC Pricing

American Eagle's estimated total proved reserves as of Dec. 31,
2014, based on SEC pricing guidelines, were 15.5 million barrels of
equivalent with an associated Pre-Tax PV-10 value of approximately
$277.4 million.  This represents a 21% increase over the Company's
estimated prior year total proved reserves after accounting for
2014 production of 770 MBoe.  Proved developed reserves of 6.3
MMBoe (associated Pre-Tax PV-10 of $178.5 million) represented a
60% increase over the estimated prior year proved developed
reserves.  Reserve estimates for both periods were engineered by
Ryder Scott.

Liquidity and Shares Outstanding

As of Dec. 31, 2014, American Eagle had approximately $25.9 million
in cash, $175.0 million total debt outstanding, comprised solely of
the bonds that the Company sold in August 2014, and 30.4 million
shares of common stock outstanding.  The Company ended the fourth
quarter of 2014 with approximately $13.6 million of negative
working capital.  Current assets consisted primarily of
approximately $25.9 million in cash and approximately $9.5 million
in receivables. Current liabilities consisted primarily of
approximately $42.4 million in accounts payable and accruals and
approximately $6.6 million in accrued interest.

As of Dec. 31, 2014, American Eagle has no outstanding indebtedness
under its senior secured revolving credit facility, which had an
initial borrowing base of up to $60 million as of Aug. 27, 2014.
Effective Dec. 24, 2014, the borrowing base was reduced to zero.
The Company's Credit Facility was amended to waive compliance with
the covenants governing its current ratio and ratio of total debt
to EBITDAX for the quarter ending Dec. 30, 2014.

Interest Payment

A $9.8 million semi-annual interest payment related to the bonds
was due on March 2, 2015.  As American Eagle continues to assess
its near- and mid-term liquidity, and, in consultation with its
standard advisors, as well as two newly engaged, experienced
investment banks, to explore options to strengthen its balance
sheet, it will utilize the 30-day grace period provided in the
related bond indenture to determine whether to make the interest
payment.

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

                         http://is.gd/wKx4Bu

                         About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

The Company's balance sheet at Sept. 30, 2014, the Company had
$373 million in total assets, $248 million in total liabilities
and $125 million of stockholders' equity.

                          *     *     *

As reported by the TCR on Aug. 7, 2014, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to
Denver-based American Eagle Energy Corp.  "The ratings on American
Eagle reflect our view of the company's participation in the
volatile and capital-intensive oil and gas E&P industry, and its
small and geographically concentrated asset base in Divide County,
N.D.," said Standard & Poor's credit analyst Christine Besset.

The TCR reported on Jan. 26, 2015, that Moody's Investors Service
downgraded American Eagle's Corporate Family Rating to 'Ca' from
'Caa1'.

"The downgrade of American Eagle Energy's ratings reflect the
company's weak liquidity profile and unsustainable capital
structure," commented Gretchen French, Moody's vice president.
"With the company facing cyclically low oil prices in 2015 and into
2016, the risk of default or a debt restructuring, including the
potential for a distressed exchange, has increased."


AMERICAN EAGLE: Provides Operations Update for 4th Qtr 2014
-----------------------------------------------------------
American Eagle Energy Corporation on March 2 provided an operations
update for the fourth quarter ending December 31, 2014, capital
spending and production guidance, and estimated proved reserves for
year-end 2014.

Operated Well Development

During the fourth quarter ended December 31, 2014, American Eagle
added three gross (1.8 net) wells to production.  As announced
previously, the Donald 15-33S (Three Forks long lateral) well, the
last of six wells developed under the Company's Farm-Out program,
produced an average of 312 barrels of oil equivalent per day
("BOEPD") during the first 30 days of production.  The Rick 13-31
(Three Forks short-lateral) well produced an average of 267 BOEPD
during the first 30 days of production.  The Huffman 15-34S (Three
Forks long-lateral) well, in which the Company owns a 94% working
interest ("WI"), was the second well stimulated by American Eagle
using slickwater stimulation.  The Huffman well was brought on
production in December 2014 and averaged 261 BOEPD during the first
30 days of production.  The Huffman well has averaged 266 BOEPD
during February 2015, which is similar to the flat, stable
production behavior observed in the Eli 8-1E (Bakken long-lateral)
well, which was the Company's initial slickwater completion.

Remedial completions, designed to correct problems with faulty
stimulation sleeves, were performed during the quarter on the
Shelly 3-2N (Three Forks short-lateral, 97% WI) and the La Plata
State 2-16 (Three Forks long lateral, 39% WI) wells.  The work on
the Shelly 3-2N well was partially successful and established an
initial 30 day production rate of approximately 61 BOEPD.  The
recompletion of the La Plata State 2-16 well was unsuccessful in
isolating communication with an overlying zone and stimulating the
Three Forks Formation.

2015 Capital Spending Guidance

The Company is focused on capital discipline and maintaining
liquidity in the current price environment.  In light of the
decreasing crude oil price trend, American Eagle stopped drilling
in November 2014, after the Huffman 15-34S well, and has suspended
its 2015 capital plans until the oil price and service cost
environment come into balance. The Company has two gross (1.9 net)
wells (the Byron 4-4 and the Shelley Lynn 4-4N) that were drilled
during the fourth quarter and are awaiting completion.  These wells
will not be completed until pricing conditions improve.

Production Volume and Lease Operating Expense Guidance

American Eagle estimates that its average production for the fourth
quarter ended December 31, 2014, was approximately 2,588 BOEPD.
The Company estimates that average production for the first quarter
ended March 31, 2015, will be approximately 1,900 BOEPD. The lower
estimated quarterly production reflects the loss of production from
the previously announced non-core asset sale, normal production
decline, increased downtime from workovers associated with the
conversion of six wells from higher cost submersible pumps to rod
pumps and from winter weather.

American Eagle calculated an average lease operating expense
("LOE") for the fourth quarter of approximately $25 per barrel of
equivalent ("BOE"), which was significantly elevated from previous
periods due to year-end adjustments and utilization of higher cost
submersible pumps.  The Company estimates that LOE expenses will
trend downward in 2015 from approximately $20 per BOE to a likely
range of $15 to $17 per BOE, reflecting savings from the full
utilization of the installed salt water disposal pipelines, arrival
of the electrical infrastructure and conversion of submersible
pumps to more cost efficient rod pumps.  American Eagle is also in
the early stages of exploring options to connect to a crude oil
gathering system in the area.

December 31, 2014 Estimated Proved Reserves Using SEC Pricing

American Eagle's estimated total proved reserves as of December 31,
2014, based on SEC pricing guidelines, were 15.5 million barrels of
equivalent ("MMBoe") with an associated Pre-Tax PV-10 value of
approximately $277.4 million.  This represents a 21% increase over
the Company's estimated prior year total proved reserves after
accounting for 2014 production of 770 MBoe.  Proved developed
reserves of 6.3 MMBoe (associated Pre-Tax PV-10 of $178.5 million)
represented a 60% increase over the estimated prior year proved
developed reserves. Reserve estimates for both periods were
engineered by Ryder Scott.


Pro Forma January 31, 2015 Estimated Proved Reserves Using Recent
Oil Prices

Based on the year end 2014 proved reserves, American Eagle
estimated total proved reserves on a pro forma basis at January 31,
2015, adjusting for non-core assets that were sold in January 2015
and using approximately $53 per barrel for oil during 2015 and
using recent futures oil prices for periods thereafter. On the pro
forma basis, the Company estimates that total proved reserves were
approximately 8.9 MMBoe with an associated Pre-Tax PV-10 value of
approximately $102.2 million.  Proved developed reserves were
approximately 5.6 MMBoe (associated Pre-Tax PV-10 of approximately
$98.9 million).

Liquidity and Shares Outstanding

As of December 31, 2014, American Eagle had approximately $25.9
million in cash, $175.0 million total debt outstanding, comprised
solely of the bonds that the Company sold in August 2014, and 30.4
million shares of common stock outstanding.  The Company ended the
fourth quarter of 2014 with approximately $13.6 million of negative
working capital.  Current assets consisted primarily of
approximately $25.9 million in cash and approximately $9.5 million
in receivables. Current liabilities consisted primarily of
approximately $42.4 million in accounts payable and accruals and
approximately $6.6 million in accrued interest.

As of December 31, 2014, American Eagle has no outstanding
indebtedness under its senior secured revolving credit facility
("Credit Facility"), which had an initial borrowing base of up to
$60 million as of August 27, 2014.  Effective December 24, 2014,
the borrowing base was reduced to zero.  The Company's Credit
Facility was amended to waive compliance with the covenants
governing its current ratio and ratio of total debt to EBITDAX for
the quarter ending December 30, 2014.

Interest Payment

A $9.8 million semi-annual interest payment related to the bonds
was due on March 2, 2015.  As American Eagle continues to assess
its near- and mid-term liquidity, and, in consultation with its
standard advisors, as well as two newly engaged, experienced
investment banks, to explore options to strengthen its balance
sheet, it will utilize the 30-day grace period provided in the
related bond indenture to determine whether to make the interest
payment.

                     About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

The Company's balance sheet at Sept. 30, 2014, the Company had $373
million in total assets, $248 million in total liabilities and $125
million of stockholders' equity.

                          *     *     *

The TCR reported on Jan. 26, 2015, that Moody's Investors Service
downgraded American Eagle's Corporate Family Rating to 'Ca' from
'Caa1'.

"The downgrade of American Eagle Energy's ratings reflect the
company's weak liquidity profile and unsustainable capital
structure," commented Gretchen French, Moody's vice president.
"With the company facing cyclically low oil prices in 2015 and into
2016, the risk of default or a debt restructuring, including the
potential for a distressed exchange, has increased."

As reported by the TCR on Aug. 7, 2014, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to
Denver-based American Eagle Energy Corp.  "The ratings on American
Eagle reflect our view of the company's participation in the
volatile and capital-intensive oil and gas E&P industry, and its
small and geographically concentrated asset base in Divide County,
N.D.," said Standard & Poor's credit analyst Christine Besset.


AMERICAN EAGLE: Skips $9.8-Mil. Interest Payment
------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that American Eagle Energy Corp. didn't make a $9.8 million payment
to bondholders due March 2, as the oil-and-gas company considers
its current liquidity situation.

In addition, the company has hired two financial advisers to help
it assess options during the 30-day grace period it has now entered
with bondholders, American Eagle said, the Journal related.
American Eagle sold these bonds in August 2014—$175 million
worth, which composes the company's entire debt load, the report
added.

                        About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

The Company's balance sheet at Sept. 30, 2014, the Company had
$373 million in total assets, $248 million in total liabilities
and $125 million of stockholders' equity.

                          *     *     *

As reported by the TCR on Aug. 7, 2014, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to
Denver-based American Eagle Energy Corp.  "The ratings on American
Eagle reflect our view of the company's participation in the
volatile and capital-intensive oil and gas E&P industry, and its
small and geographically concentrated asset base in Divide County,
N.D.," said Standard & Poor's credit analyst Christine Besset.

The TCR reported on Jan. 26, 2015, that Moody's Investors Service
downgraded American Eagle's Corporate Family Rating to 'Ca' from
'Caa1'.

"The downgrade of American Eagle Energy's ratings reflect the
company's weak liquidity profile and unsustainable capital
structure," commented Gretchen French, Moody's vice president.
"With the company facing cyclically low oil prices in 2015 and
into
2016, the risk of default or a debt restructuring, including the
potential for a distressed exchange, has increased."


AMERICAN REALTY: S&P Affirms BB Corp. Credit Rating, Off Watch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'BB+' issue-level ratings on American Realty Capital
Properties Inc. and its operating partnership, ARC Properties
Operating Partnership L.P., and removed them from CreditWatch
negative.  The outlook is negative.

"The CreditWatch resolution reflects our view that some of the
uncertainty surrounding ARCP has dissipated after the company filed
amended financial statements for full-year 2013, first- and
second-quarter 2014, and financial statements for third-quarter
2014.  The possibility of default resulting from a breach of
requirement for timely reporting of financial statements has
subsided," said credit analyst Jaime Gitler.  "The financial
statement improprieties that the company corrected were limited to
the calculation of adjusted funds from operations, a non-GAAP
measure, and related party transactions, which resulted in recovery
to ARCP of about $8.5 million from ARC Properties Advisors, LLC and
certain of its affiliates.  The audit committee investigation also
found that that equity awards made to former executives were more
favorable than what the company's Board of Directors had approved
and that there are material weaknesses in the company's internal
controls over financial reporting and disclosure controls and
procedures."

The outlook is negative.  The underlying assets are performing as
expected and S&P believes the company has made progress in
resolving the most urgent issue following the announcement in
October 2014 that filed financial statements were not to be relied
upon.  The resolution prompted Moody's to remove the ratings from
CreditWatch negative because the potential for imminent default
risk was resolved with the filing of financial statements.
However, S&P believes longer-term uncertainty surrounding ARCP
remains in spite of the filing.  The company faces uncertain
litigation costs, has yet to appoint a new management team,
announce possible board level changes, remediate material
weaknesses in its internal controls, or file 2014 annual
financials.

If ARCP were to reverse course in resolving the items listed below,
which S&P believes are necessary to regain its market standing, or
if the company experiences issues with liquidity, possibly owing to
higher litigation costs, S&P could lower the rating.

S&P could revise the outlook to stable if the company successfully
transitions to a new executive team (who provide clarity on the
company's future financing and capital allocation strategy),
improves the composition of the board of directors and key
governance practices (including remediation of discovered material
internal control weaknesses), files annual financial statements for
2014, the overhang of potential litigation costs becomes more
transparent, and if the company demonstrates adequate liquidity and
ample capital to finance its potential needs.



ANTERO RESOURCES: Moody's Rates New $500MM Unsecured Notes Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Antero Resources
Corporation's proposed $500 million senior unsecured notes due
2023.  Antero's other ratings are unchanged and the outlook is
stable.  The net proceeds from the notes will be used initially to
repay a portion of the borrowings under the company's senior
secured revolving credit facility.  At Dec. 31, 2014, the
borrowings under the $4 billion revolving credit facility totaled
$1.7 billion.  For this reason, Moody's believes the company may
consider a modest up-sizing in the amount of notes offered if the
terms are deemed attractive.

"This transaction improves Antero's liquidity which is prudent in
an environment of weak commodity prices," stated Stuart Miller,
Moody's Vice President -- Senior Credit Officer. "But the need for
the financing is driven by the company's serial out-spending of
cashflow from operations, a major consideration in the company's
credit rating."

The Ba3 rating on Antero's senior notes reflects both Antero's
overall probability of default, to which Moody's assigns a PDR of
Ba2-PD, and a loss given default of LGD 5.  The senior notes are
unsecured and are subordinated to the $4 billion senior secured
credit facility.  The contractual subordination of the unsecured
notes is reflected by the note rating being one notch below the Ba2
CFR, consistent with Moody's Loss Given Default Methodology.

Antero's Ba2 CFR reflects its scale and ability to grow production
and reserves in a low commodity price environment thanks to its low
cost structure and high capital efficiency.  Moody's projects a 30%
to 40% growth in production in 2015 compared to 2014 based on a
drilling and completion capital budget of $1.6 billion.  Despite
having most of its 2015 production hedged at attractive prices,
Moody's anticipates that Antero will outspend its cash flow by
roughly $650 million.  Antero should be been able to finance this
growth with debt funding without an increase in leverage thanks to
its high capital efficiency.  Should the company be successful in
dropping fresh water distribution assets into Antero Midstream
Partners LP (Antero Midstream), and if the drop downs are partially
financed with equity, leverage could modestly improve in 2015.

The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity based on Antero's recently upsized $4 billion credit
facility, of which $1.7 billion was drawn as of Dec. 31, 2014.
After taking into account the new debt offering and the $400
million of issued letters of credit, the company will have over
$2.0 billion of liquidity pro forma for the note offering, more
than enough to cover Moody's projected free cash flow deficit in
2015 of $650 million.  The credit facility matures in 2019 and the
next scheduled redetermination of the borrowing base is not until
October 2015.  The credit facility requires that Antero maintain a
minimum current ratio of 1.0x and a minimum interest coverage ratio
of 2.5x -- parameters that Antero is expected to meet comfortably.
The company could generate additional liquidity in 2015 through the
drop down of assets to Antero Midstream, or through the sale of
units in the partnership itself.

The stable outlook reflects the expectation that Antero will manage
its capital spending in 2015 to keep leverage near the level
reported at the end of 2014.  An upgrade is unlikely until there is
better balance between operating cash flow and capital spending,
and leverage, as measured by retained cash flow to debt, improves
from its yearend level of about 23% to something approaching 30%.
The CFR could be downgraded if debt to average daily production and
debt to proved developed reserves exceeds $25,000 per Boe and $10
per Boe, respectively.

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

Antero Resources Corp. is headquartered in Denver, Colorado and is
engaged in the exploration and production of oil, natural gas
liquids and natural gas.


ANTERO RESOURCES: S&P Rates Proposed $500MM Sr. Unsec. Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating (the same as the corporate credit rating) and
'4' recovery rating to Denver, Colo.–based Antero Resources
Corp.'s proposed $500 million senior unsecured notes due 2023.  The
'4' recovery rating indicates S&P's expectation of average (30% to
50%) recovery in the event of default.  S&P's recovery expectations
are in the lower half of the 30% to 50% range.

The company plans to use the proceeds from the proposed notes to
repay a portion of its borrowings under its credit facility.

The ratings on Denver-based oil and gas exploration and production
company Antero Resources Corp. reflect S&P's assessment of the
company's "satisfactory" business risk and "aggressive" financial
risk.  The ratings incorporate the company's participation in the
competitive and highly cyclical oil and gas industry, its high
percentage of proved undeveloped reserves, the significant capital
spending associated with the development of its proved undeveloped
reserve base, and its high concentration of low-priced natural gas
in its reserves and production.  The ratings on Antero also
incorporate S&P's view of the company's low cash operating costs
and finding and development costs; strong reserve replacement
performance; solid production growth; and the expectation that
Antero will continue to expand its reserve base, which totaled 12.7
trillion cubic feet equivalent as of year-end 2014.

RATING LIST

Antero Resources Corp.
Corp credit rating                                   BB/Stable/--

New Ratings
Antero Resources Corp.
$500 million sr unsecd notes due 2023               BB
  Recovery rating                                    4L



API TECHNOLOGIES: Robert Tavares Appointed New President and CEO
----------------------------------------------------------------
API Technologies Corp. has named Robert Tavares as president and
chief executive officer effective March 2, 2015.  Mr. Tavares will
also become a member of API's Board of Directors.  Bel Lazar, API's
current president and chief executive officer, is leaving the
company.

Brian Kahn, Chairman of the Board, said: "Bob is a seasoned
RF/Microwave industry veteran with 30 years of leadership
experience in both publicly traded and privately held electronics
companies serving defense and commercial markets.  Throughout his
career, which includes experience at M/A-Com, Tyco Electronics, and
most recently as President of Crane Electronics, Bob has
demonstrated his ability to grow RF/microwave, microelectronics,
and power businesses both organically and through acquisition.  I
am pleased to welcome Bob to API and look forward to his
leadership."

Bel Lazar said: "Bob is the perfect choice to lead API through its
next stage of evolution.  His extensive experience in commercial
and defense electronics applications will create organic growth
opportunities for API to augment our original mergers and
acquisition strategy and extensive recent consolidation efforts. As
API's strategy has evolved into becoming a focused provider of RF,
microwave, millimeter, power, and security solutions for
high-reliability applications,  Bob is the right person to take API
into its next phase of growth."

"I am very excited to take on this new role with API Technologies,"
said Mr. Tavares.  "The business has a very talented work force and
technology arsenal that has built well recognized brands in the
industry.  I look forward to leading API Technologies in the years
ahead and working to shape the business into a strong market
leader.  I would like to thank the Board for the opportunity to
lead API.  I look forward to meeting with employees, customers,
suppliers, and shareholders in the coming months."

Mr. Tavares joins API with 30 years of experience in
microelectronics and semiconductors for both commercial and defense
applications.  From Mach 2012 until joining API, Mr. Tavares served
as the president of Crane Electronics Inc., which serves the
defense, commercial aerospace, and medical markets with
microelectronic-based solutions for power and microwave
applications.  Prior experience includes serving as the president
of e2v US Operations, a supplier of technology solutions in RF
power, semiconductors, including lifecycle management as well as
high performance imaging semiconductors for space instrumentation.
Mr. Tavares spent most of his career at Tyco Electronics, M/A Com
Division where he started his career as a design and development
engineer.  He progressively advanced to the position of vice
president, general manager, where he was responsible for setting
the strategic direction, growth and profitability of a $320 million
RF and microwave, multi-site business making a diverse set of
highly custom and application-specific technology solutions. Mr.
Tavares holds a B.S in Engineering from the University of
Massachusetts, Dartmouth.

Mr. Tavares' employment with the Company is at-will.  Either party
may terminate the agreement for any reason.

Mr. Tavares will be paid an annual base salary of $520,000.  He
will have the opportunity to earn an annual target cash incentive
bonus of 70% of his base salary with a maximum cash incentive bonus
of 100% of his base salary.  The cash incentive bonus will be based
on achievement of performance goals as established by the
Compensation Committee of the Board of Directors for the applicable
year.  For the fiscal year ending Nov. 30, 2015, Mr. Tavares will
be entitled to a minimum $100,000 cash incentive bonus.

A full-text copy of the Employment Agreement is available at:

                          http://is.gd/ug6COG

                        About API Technologies

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

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

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

                           *     *     *

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

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

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


ARCHDIOCESE OF ST. PAUL: US Trustee Appoints Creditors' Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 12 appointed five creditors of the
Archdiocese of Saint Paul and Minneapolis to serve on the official
committee of unsecured creditors:

     (1) Joseph Egan
         c/o Patrick Noaker
         Noaker Law Firm LLC
         333 Washington Ave N Suite 329
         Minneapolis, MN 55401
         (612) 839-1080

     (2) James Keenan
         c/o Jeff Anderson
         Jeff Anderson & Associates P.A.
         366 Jackson Street, Suite 100
         St. Paul, MN 55101
         (651)227-9990

     (3) Marie Mielke
         c/o Jeff Anderson
         Jeff Anderson & Associates P.A.
         366 Jackson Street, Suite 100
         St. Paul, MN 55101
         (651)227-9990

     (4) James Heutmaker
         c/o Jeff Anderson
         Jeff Anderson & Associates P.A.
         366 Jackson Street, Suite 100
         St. Paul, MN 55101
         (651)227-9990

     (5) Curt Raymond
         c/o Jeff Anderson
         Jeff Anderson & Associates P.A.
         366 Jackson Street, Suite 100
         St. Paul, MN 55101
         (651)227-9990

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.

                   About Archdiocese of St. Paul

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

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

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

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

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

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


ARRAY BIOPHARMA: Completes binimetinib & encorafenib Transactions
-----------------------------------------------------------------
Following announcements from both Novartis and GlaxoSmithKline
regarding close of their transactions, Array BioPharma Inc.
announced the completion of both the binimetinib and encorafenib
definitive agreements with Novartis.  Along with global ownership
of both assets, Array will receive an upfront payment of $85
million from Novartis.

Ron Squarer, chief executive officer of Array, noted, "With the
close of the Novartis-GSK transaction, Array now owns both
binimetinib and encorafenib, two innovative oncology products in
Phase 3, with plans for regulatory submissions in 2016.  These
transformative transactions have accelerated our path to
commercialization and provide us with the opportunity to develop
two potentially broadly active products in a number of
indications."

Leadership Changes

Array announced that Andrew Robbins, Array's senior vice president
of Commercial Operations, has been appointed chief operating
officer, with responsibility for sales, marketing, manufacturing
and business development activities at Array.  In this expanded
role, Mr. Robbins will be instrumental in ensuring successful
commercialization of binimetinib and encorafenib.

Ron Squarer noted, "Since joining Array, Mr. Robbins has
established himself as a key member of the leadership team, helping
to shape Array's strategy and execute our plans.  I am confident in
his ability to lead in this broader role as we evolve into a
fully-integrated biopharmaceutical company."

Array also announced that Dr. David Snitman, chief operating
officer, has announced his intention to retire at the end of June
2015.  Until that time, Dr. Snitman will serve as executive vice
president of business development.

"Since co-founding Array 17 years ago, Dr. Snitman has been
instrumental in creating strategic partnerships that have been key
to the growth and success of the company," said Mr. Squarer.  "The
Array Board of Directors and I wish to thank him for his dedication
and service."

Novartis-Array Terms of the Agreements

Effective March 2, 2015, Novartis' global, exclusive license to
binimetinib terminated with all rights reverting to Array, and
Array received global rights to encorafenib.  Array will receive an
$85 million upfront payment from Novartis and reimbursement for
certain transaction-related expenses.  Novartis will provide
transitional regulatory, clinical development and manufacturing
services as specified below and will assign or license to Array
patent and other intellectual property rights it owns to the extent
they relate to binimetinib and encorafenib.  All clinical trials
involving binimetinib and encorafenib currently
sponsored by Novartis or Array, including three pivotal trials,
COLUMBUS (BRAF-mutant melanoma / NCT01909453), NEMO (NRAS-mutant
melanoma / NCT01763164), and MILO (low-grade serous ovarian cancer
/ NCT01849874), will continue to be conducted as currently
contemplated.

Other than a de minimis payment to Novartis from Array, there are
no milestone payments or royalties payable between the parties
under the encorafenib agreement.  As part of the transactions,
Array has agreed to obtain an experienced partner for global
development and European commercialization of both binimetinib and
encorafenib.  If Array is unable to find a suitable partner in the
prescribed time period, a trustee would have the right to sell such
European rights.  Array entered into a third party agreement
necessary to complete the transactions.  Net consideration Array
agreed to pay amounts to $25 million. This payment is consistent
with the earnings guidance provided on the quarterly conference
call held on Feb. 3, 2015.

Novartis will conduct and fund the COLUMBUS trial through the
earlier of June 30, 2016, or completion of last patient first
visit.  At that time, Array will assume responsibility for the
trial, while Novartis will reimburse Array's out-of-pocket costs
along with 50% of Array's full time equivalent (FTE) costs in
connection with completing the COLUMBUS trial.  Novartis is
responsible for conducting all other encorafenib trials until their
completion or transfer to Array for a defined transition period.
For all trials transferred to Array, Novartis will reimburse Array
for out-of-pocket costs and 50% of FTE costs in connection with
completing the trials.

Novartis will reimburse Array for all remaining out-of-pocket
expenses and half of all remaining FTE costs associated with MILO,
which Array will continue to conduct.  For NEMO and all other
ongoing and planned clinical trials for binimetinib (other than
COLUMBUS, as described above), Novartis will conduct and solely
fund each trial, until a mutually agreed-upon transition date to
Array.  Following this transition, Novartis will reimburse Array
for all remaining out-of-pocket expenses and half of all remaining
FTE costs required to complete these studies.

Novartis will remain responsible for conducting and funding
development of the NRAS melanoma companion diagnostic until
Premarket Approval is received from the U.S. Food and Drug
Administration.  Following approval, Novartis will transfer the
product and Premarket Approval to a diagnostic vendor of Array's
designation.

Novartis also retains binimetinib and encorafenib supply
obligations for all clinical and commercial needs for up to 30
months after closing and will also assist Array in the technology
and manufacturing transfer of binimetinib and encorafenib. Novartis
will also provide Array continued access to several Novartis
pipeline compounds for use in currently ongoing combination
studies, and possible future studies, including Phase 3 trials,
with encorafenib and binimetinib.

                        About Array Biopharma

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

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

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

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


ASR 2401 FOUNTAINVIEW: Has 4th Interim Cash Collateral Order
------------------------------------------------------------
The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the
Southern District of Texas issued a fourth interim order
authorizing ASR 2401 Fountainview LLC and ASR 2401 Fountainview LP
to use cash collateral of JPMCC 2006-LDP7 Office 2401 LLC pursuant
to an operating budget.

As reported in the Troubled Company Reporter on Feb. 16, 2015,
JPMCC 2006-LDP7, the holder of secured claims against the Debtors,
asked Judge Paul to prohibit unauthorized use of cash collateral
because the Debtor failed to provide a proposed budget for cash
collateral use during January 2015 or thereafter.  However, upon
assurance from Debtors' counsel that the Debtors would soon provide
a new budget, the parties announced to the Court that they would
work to submit a proposed form of agreed fourth interim cash
collateral order, along with an agreed budget governing future cash
collateral use.

A full-text copy of the operating budget is available for free
at http://is.gd/ldhIb6

                           About ASR 2401

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debt of $10 million to $50
million.  Each debtor claims to have its principal assets located
at 2401 Fountain View, Houston, Texas.

ASR LP's Chapter 11 case is assigned to Judge Letitia Z. Paul
while ASR LLC's Chapter 11 case is assigned to Judge Marvin Isgur

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.

The Debtor disclosed $19,348,658 in assets and $20,715,225 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee notified the Bankruptcy Court of its inability to
appoint an official committee of unsecured creditors in the
Chapter 11 case of ASR Constructors, Inc.

Preferred Income is represented by Hap May, and  Bryan P. Stevens,
Esq., of Hallet & Perrin P.C.


AVIS BUDGET: Fitch Retains 'BB-' Rating Over Planned Maggiore Deal
------------------------------------------------------------------
Avis Budget Group, Inc.'s (ABG) announcement that it plans to
acquire Maggiore Group, Italy's largest independent vehicle rental
operator, is not expected to impact ABG's 'BB-' rating or Stable
Outlook, according to Fitch Ratings.

This reflects the limited leverage impact to ABG even if the
acquisition were to be funded entirely with debt and the
consistency of the acquisition with ABG's strategy of continued
accretive tuck-in acquisitions of independent operators outside of
the U.S.  The transaction is scheduled to close in the
second-quarter of 2015.

The net purchase price will be approximately $170 million, and is
expected to be funded with available cash and/or incremental
corporate debt borrowings.  As of Dec. 31, 2014, ABG had $624
million of balance sheet cash.  ABG indicates that it expects the
acquisition to add approximately $160 million of annual revenues
and $30 million of adjusted EBITDA once the businesses have been
fully integrated.

Maggiore has been operating in Italy since 1947 and has more than
140 locations.  Following the acquisition, ABG will operate the
company through a Budget-Maggiore dual brand strategy intended to
build on the strength of Maggiore's brand within the Italian
market, and to accelerate the development of the Budget Car Rental
brand in Italy.  In addition, ABG will continue to provide van
rentals under Maggiore's AmicoBlu brand.

ABG's ratings are supported by the strength of its brand and
franchise, its leading position in the on-airport rental market and
stable operating performance.  ABG's liquidity is strong given its
improved corporate EBITDA and operating cash flow generation, as
well as its consistent access to the capital markets.

Corporate leverage, defined as corporate debt to adjusted EBITDA,
was 3.9x at Dec. 31, 2014.  On a conservative basis, assuming the
proposed transaction is 100% debt-financed, corporate leverage
would increase modestly to 4.1x, pro forma, which remains
consistent with ABG's long-term articulated leverage target of
between 3x and 4x.

Based in Parsippany, N.J., ABG is a leading global provider of
vehicle rentals services through its Avis and Budget brands, which
have more than 10,000 rental locations in approximately 175
countries globally, and through its Zipcar brand, the world's
leading car sharing network, with more than 900,000 members.



BPP ILLINOIS: Says RBS Rate-Rigging Bankrupted Company
------------------------------------------------------
Law360 reported that a Pittsburgh-based hotel developer urged the
Second Circuit to revive a suit alleging Royal Bank of Scotland
Group PLC's manipulation of Libor boosted interest payments under a
2008 loan agreement, forcing the plaintiff into bankruptcy.

According to the report, an attorney for Budget Portfolio
Properties LLC asked a three-judge panel to reinstate the December
2012 complaint alleging RBS' suppression of Libor rates caused the
developer to pay $4 million in additional interest on the $66
million loan, prompting the bankruptcy filing.  RBS reached a $612
million Libor-manipulation settlement with U.S. and U.K.
authorities in February 2013, the report noted.

The case is BPP Illinois LLC et al. v. Royal Bank of Scotland Group
PLC et al., case number 13-4459, in the U.S. Court of Appeals for
the Second Circuit.


CAESARS ENTERTAINMENT: Files Ch. 11 Reorganization Plan
-------------------------------------------------------
Caesars Entertainment Operating Company and its debtor affiliates
filed with the U.S. Bankruptcy Court for the Northern District of
Illinois filed a Chapter 11 Plan of Reorganization and related
Disclosure Statement, which, if confirmed and consummated, will
eliminate approximately $10 billion in funded debt from the
Debtors' balance sheet, permitting the Debtors to maintain ongoing
operations without the unsustainable burden of their existing debt
load.

To effectuate the Plan, the Debtors will, among other things,
cancel the existing Interests in CEOC and convert their prepetition
corporate structure into two companies -- OpCo and PropCo.  OpCo
will manage the Debtors' properties and facilities on an ongoing
basis, while PropCo will hold certain of the Debtors' real property
assets and related fixtures and will lease those assets to OpCo
pursuant to a Master Lease Agreement.  A real estate investment
trust will be formed -- the REIT -- to own and control PropCo as
its general partner.

Indebtedness and equity issued with respect to the REIT, PropCo,
and OpCo will be used to provide distributions to Holders of
Allowed Claims as provided by the Plan, including OpCo Common
Stock, PropCo Common Equity, and PropCo Preferred Equity.  In
addition, the Plan contemplates the formation of a new,
unrestricted, wholly owned subsidiary of PropCo -- the CPLV Sub --
that will own the Debtors' Caesars Palace-Las Vegas property and
will incur no more than $2.6 billion of new indebtedness on the
Effective Date.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Debtors also asked the bankruptcy court to
approve commitment fees for first-lien noteholders who agree to buy
$250 million in preferred stock providing some of the cash for
claims and laid out the terms of a backstop agreement by selected
first-lien noteholders to purchase the preferred equity offering if
others don't.

According to the Bloomberg report, the backstoppers will receive a
$15 million fee, based on 5 percent of the $300 million face value
of the preferred stock issued by the real estate investment trust
to be created by the plan and take ownership of the company’s
facilities.  If the plan isn't put into effect within eight months,
another 4 percent fee will be due, the report said.

A full-text copy of the Disclosure Statement dated March 2, 2015,
is available at http://bankrupt.com/misc/CAESARSds0302.pdf

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino

companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.  Harrah's
announced its re-branding to Caesar's in mid-November 2010.  

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

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result,
The RSA became effective pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against Caesars Entertainment
Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan.
12, 2015.  The bondholders are represented by Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP.

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

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

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

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


CAESARS ENTERTAINMENT: Incurs $1.07 Billion Loss in Fourth Quarter
------------------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of $1.07
billion on $2.13 billion of net revenues for the three months ended
Dec. 31, 2014, compared to a net loss of $1.75 billion on $2
billion of net revenues for the same period a year ago.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $2.86 billion on $8.51 billion of net revenues compared to a net
loss of $2.94 billion on $8.22 billion of net revenues in 2013.

As of Dec. 31, 2014, the Company had $23.53 billion in total
assets, $28.27 billion in total liabilities and a $4.74 billion
total deficit.

"Ongoing strength in the interactive business, new hospitality
offerings and sequential improvement in same-store regional results
were key drivers of our fourth quarter performance despite the
continuation of exceptionally unfavorable hold at Caesars Palace,"
said Gary Loveman, chairman, chief executive officer and president
of Caesars Entertainment.  "As we begin 2015, we are highly focused
on enhancing performance at CEOC through a series of cost
initiatives and the implementation of the previously announced
financial restructuring plan.  With more than 80% of first lien
noteholders supporting the plan, we are committed to working with
additional creditor groups to build greater consensus and complete
the restructuring process as quickly as possible."

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

                       http://is.gd/001tSQ

                      About Caesars Entertainment

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

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result,
The RSA became effective pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against Caesars Entertainment
Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan.
12, 2015.  The bondholders are represented by Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP.

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

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

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

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


CAESARS ENTERTAINMENT: Needs More Time to File Form 10-K
--------------------------------------------------------
Caesars Entertainment Corporation was unable to file its annual
report on Form 10-K for the period ended Dec. 31, 2014.  

The Company said in a Form 12b-25 filed with the Securities and
Exchange Commission that it experienced unanticipated delays in
compiling certain necessary information to complete its audit and
to prepare a complete filing of its Form 10-K in a timely manner.
The Company has issued a press release regarding its results for
the year ended Dec. 31, 2014, and the Company does not expect any
material changes to the financial results from the press release to
be reflected in the Form 10-K when filed.  The Company intends to
file the Form 10-K within the 15 day extension period.

                   About Caesars Entertainment

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

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

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result,
The RSA became effective pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against Caesars Entertainment
Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan.
12, 2015.  The bondholders are represented by Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP.

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

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

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

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


CAESARS ENTERTAINMENT: Reports 2014 Fourth Quarter Results
----------------------------------------------------------
Caesars Entertainment Corporation on March 2 reported the following
fourth quarter and full year 2014 results and recent developments:

   -- Consolidated net revenues increased 6% year-over-year driven
by growth at CGP LLC and CERP

   -- Consolidated results led by strength in social and mobile
games and new hospitality offerings were offset by unfavorable hold
at Caesars Palace and increased operating expenses

  -- CEOC announced comprehensive debt restructuring plan on
December 19, which includes a significant reduction in CEOC's
long-term debt and annual interest payments

  -- Caesars Acquisition Company and Caesars Entertainment
announced on December 22 an agreement to merge in a combined
company that will be positioned for sustainable long-term growth
and value creation

Management Commentary

"Ongoing strength in the interactive business, new hospitality
offerings and sequential improvement in same-store regional results
were key drivers of our fourth quarter performance despite the
continuation of exceptionally unfavorable hold at Caesars Palace,"
said Gary Loveman, chairman, chief executive officer and president
of Caesars Entertainment.  "As we begin 2015, we are highly focused
on enhancing performance at CEOC through a series of cost
initiatives and the implementation of the previously announced
financial restructuring plan.  With more than 80% of first lien
noteholders supporting the plan, we are committed to working with
additional creditor groups to build greater consensus and complete
the restructuring process as quickly as possible."

Other Key Matters During the Quarter        

Fourth quarter Adjusted EBITDA for Caesars Entertainment
Corporation was $372 million.  Top-line results benefited from the
addition of The Cromwell, Horseshoe Baltimore, and the High Roller
as well as new hospitality offerings.  Furthermore, strong growth
in CIE provided over $60 million in incremental revenue in the
quarter.  These increases to revenue were negatively impacted by
approximately $60 million of unfavorable year-over-year hold at
Caesars Palace, higher start-up costs from new properties as well
as new food and beverage outlets, and increased overhead expenses.


The Company is intensely focused on ensuring operating costs are
aligned with the current environment to enhance CEC's
profitability.  To that end, the Company is acting aggressively to
reduce expenses and increase EBITDA across the Company through a
variety of identified initiatives in operations, marketing and
corporate expenses. CEC will no longer consolidate CEOC beginning
with the CEOC bankruptcy filing on January 15, 2015.  Including
CEOC and the entities (CES, CERP, CGP LLC and their consolidated
subsidiaries) that will remain in CEC's consolidated results
subsequent to CEOC's bankruptcy filing, the Company expects to
produce an incremental $250 to $300 million of EBITDA in 2015 as a
result of these actions, with the overwhelming majority of this
increase to be driven by cost savings.  During the fourth quarter,
the Company realized approximately $9 million in cost savings but
the real benefits from these efforts will be seen beginning in the
first quarter of 2015.

On December 19, 2014, CEOC reached an agreement with certain of
CEOC's first lien noteholders regarding terms of a financial
restructuring plan, which would significantly reduce long-term debt
and annual interest payments, and result in a stronger balance
sheet for CEOC.  The restructuring support agreement has now been
signed by over 80% of the first lien noteholders.

Additionally, on December 22, 2014, Caesars Entertainment and
Caesars Acquisition Company announced a definitive agreement to
merge in an all-stock transaction.  The planned merger will
position the combined company to support the restructuring of CEOC
without the need for any significant outside financing.

To implement the financial restructuring, CEOC and certain of its
U.S. subsidiaries voluntarily filed for reorganization under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Illinois in
Chicago on January 15, 2015.  All Caesars Entertainment properties,
including those owned by CEOC, are open for business and are
continuing to operate in the ordinary course.  The restructuring is
conditioned upon the release of all pending and potential
litigation claims against Caesars Entertainment, Caesars
Acquisition Company and related parties.  The proposed
restructuring plan remains subject to approval by the Bankruptcy
Court and the receipt of required gaming regulatory approvals.     
     

A copy of the fourth quarter and full year 2014 results is
available for free at http://is.gd/2uziMN

                 About Caesars Entertainment

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

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

In January 2015, Caesars Entertainment and subsidiary CEOC
announced that holders of more than 60% of claims in respect of
CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior
secured notes due 2020 and CEOC's 9% senior secured notes due 2020
have signed the Amended and Restated Restructuring Support and
Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars
Entertainment, CEOC and the Consenting Creditors.  As a result, The
RSA became effective pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against Caesars Entertainment
Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan.
12, 2015.  The bondholders are represented by Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP.

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

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

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

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


CAL DIVE: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     Cal Dive International, Inc.                15-10458
     2500 CityWest Boulevard, Suite 2200
     Houston, TX 77042

     Cal Dive Offshore Contractors, Inc.         15-10459

     Affiliated Marine Contractors, Inc.         15-10460

     Fleet Pipeline Services, Inc.               15-10461

     CDI Renewables, LLC                         15-10462

     Gulf Offshore Construction, Inc.            15-10463

Type of Business: The Debtors and their non-debtor foreign
                  affiliates constitute a marine contractor that
                  provides highly specialized manned diving,
                  pipelay and pipe burial, platform installation
                  and salvage, and well-intervention services to a
                  diverse customer base in the offshore oil and
                  gas industry.

Chapter 11 Petition Date: March 3, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  Email: collins@RLF.com

                    - and -

                  Michael Joseph Merchant, Esq.
                  RICHARDS LAYTON & FINGER, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: merchant@rlf.com

                     - and -

                  Amanda R. Steele, Esq.
                  RICHARDS, LAYTON AND FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7838
                  Fax: 302-428-7838
                  Email: steele@rlf.com

Debtors'          O'MELVENY & MYERS LLP
Co-Counsel:

Debtors'          KURTZMAN CARSON CONSULTANTS, LLC
Claims and
Noticing
Agent:

Total Assets: $570.9 million

Total Liabilities: $411.4 million

The petition was signed by Quinn J. Hebert, president and chief
executive officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Bank of NY Mellon Trust Company,  5.00% Convertible   $86,250,000
N.A.                               Senior Notes Due
Oone Wall Street                        2017
New York, NY  10286
United States
Contact: Alejandro Hoyos
Associate Client Service Manager
Tel: 713‐483‐7057
Fax: 713‐483‐6954

Cashman Equipment Corp.                Trade Debt      $1,533,821
3300 ST. Rose Parkway
Henderson, NV 89052
United States
Contact: James Cashman
CEO
Tel: 781‐535‐6222
Fax: 781‐535‐6220

Bollinger Shipyards Lockport LLC       Trade Debt      $1,323,369
8365 Hwy. 308 South
Lockport, LA  70374
United States
Contact: Donald Bollinger
Chairman of the Board,
President & CEO
Tel: 985‐532‐2554
Fax: 985‐532‐7225

Smith Marine Towing Corp.              Trade Debt      $1,084,819
1116 Jackson Road
Amelia, LA  70340
United States
Contact: Kirk Smith
President
Tel: 985‐631‐9420
Fax: 985‐631‐6655

Deepcor Marine, Inc.                   Trade Debt        $957,440
1610 St Etienne Road
Broussard, LA  70518
United States
Contact: Steven Brazda
President & CEO
Tel: 337‐451‐1500
Fax: 337‐857‐5960

TSL Advisers, LLC                      Trade Debt        $760,862
888 7th Avenue
35th Floor
New York, 10106
United States
Contact: Tom Steiglehner
Managing Director
Tel: 212-601-4786
Fax: 212-601-4701


Bibby Offshore                         Trade Debt        $724,089
c/o Bibby Subsea Rov LLC
2500 City West Blvd, Ste 300
Houston, TX 77042
United States
Contact: Andrew Duncan
President & Managing Director ‐
Bibby Subsea ‐ USA
Tel: 713‐405‐1810
Fax: 281‐450‐7041

C‐Mar America Inc.                     Trade Debt       
$650,890
11111 Katy Freeway Ste 100
Houston, TX  77079
United States
Contact: Ian Smith
CFO (United Kingdom)
Tel: 44‐1224‐352000
Fax: 44‐1224‐583009

2500 Citywest Blvd., LLC               Trade Debt        $519,416
1980 Post Oak Blvd #1600
Houston, TX  77042
United States
Contact: Brandy Stacy
Sr. Property Manager
Tel: 713‐255‐2380
Fax: 713‐255‐2302

Offshore Towing International, LLC     Trade Debt        $513,773
11812 Highway 308
Larose, LA  70373
United States
Contact: Wiley Falgout
Owner / President
Tel: 985‐798‐7831
Fax: 985‐798‐7835

Silver Point Capital                   Trade Debt        $491,591
22 W. Washington St.
15th Floor
Chicago, IL  60602
United States
Contact: Anthony Dinelo
Analyst
Tel: 203‐542‐4212
Fax: 203‐542‐4312

Doerle Food Services, Inc.             Trade Debt        $473,800
113 Kol Drive
Broussard, LA  70518‐3825
United States
Contact: Carolyn Doerle Schumacher
Managing Director & CEO
Tel: 337‐252‐8551
Fax: 337‐252‐8558

Mactech Offshore                       Trade Debt        $471,779
3129 Highway 90 E.
Broussard, LA  70518
United States
Contact: Joe Wittenbraker
President
Tel: 337‐839‐2793
Fax: 337‐839‐2794

Ocean Marine Contractors, Inc.         Trade Debt        $461,972
9084 Hwy 182E
Morgan City, LA  70380
United States
Contact: Tommie Cheramie
Owner / President
Tel: 985‐384‐6221
Fax: 985‐384‐6120

Canyon OffShore, Inc.                  Trade Debt         $442,820
3505 West Sam Houston Parkway North
Suite 400
Houston, TX 77043
Contact: Douglas Stroud
Sr. VP - Global Commercial
Tel: 281-618-0472
Fax: 281-618-0500

C & G Welding, Inc.                    Trade Debt         $434,920
5551 Hwy. 311
Houma, LA  70360
United States
Contact: Curtis Callais
President
Tel: 985‐851‐3400
Fax: 985‐868‐7100

McDonough Marine Service              Trade Debt          $399,773
1750 Clearview Pkwy.
Suite 201
Metairie, LA  70001‐2470
United States
Contact: Pat Stant
President
Tel: 504‐780‐8100
Fax: 504‐780‐8200

Fugro Chance Inc.                     Trade Debt         $372,490
200 Dulles Drive
Lafayette, LA  70506
United States
Contact: Glynn Rhinehart
President
Tel: 337‐268‐3134
Fax: 337‐268‐3272

Enermech Mechanical Services Inc.     Trade Debt         $357,179
14000 West Road
Westland Business Park
Houston, TX  77041
United States
Contact: Vince Kouns
Regional President ‐ Americas
Tel: 281‐640‐7801
Fax: 281‐477‐7887

Essex Crane Rental Corp               Trade Debt         $356,500
PO Box 828648
Philadelphia, PA  19182‐8648
United States
Contact: Hamid Mahdi
Tel: 847‐215‐6500
Fax: 847‐215‐6535

Cochrane Technologies, Inc.           Trade Debt         $340,988
PO Box 81276
Lafayette, LA  70598‐1276
United States
Contact: Doug Cochrane
President
Tel: 337‐837‐3334
Fax: 337‐837‐7134

TDW Services Inc.                     Trade Debt         $318,817
PO Box 972118
Dallas, TX  75397‐2118
United States
Contact: Cheerie Boutwell
Admin Assistant
Tel: 630‐820‐2500
Fax: 630‐820‐2699

Kilgore Marine Services               Trade Debt         $304,296
200 Beaullieu Drive, Building 8
Lafayette, LA  70508
United States
Contact: Andy Naquin
Founder
Tel: 337‐988‐5551
Fax: 337‐988‐5559

Gulf Copper & Mfg Corp.               Trade Debt         $293,797
7200 Hwy 87 East
Port Arthur, TX  77642
United States
Contact: Tracey Travis
AR Adminstrator
Tel: 409‐941‐6315

Central Boat Rentals Inc.             Trade Debt         $281,255
1640 River Road
Berwick, LA  70342
United States
Contact: Ed Patterson Jr.
President
Tel: 985‐384‐8200
Fax: 985‐384‐8455

Blue Marlin Services of Acadania LLC  Trade Debt         $261,607
3910 A Cameron St
Lafayette, LA  70506
United States
Contact: Charles Sonnier
General Manager
Tel: 337‐896‐2582
Fax: 337‐896‐3588

Bae Systems Southeast Shipyards       Trade Debt         $256,194
Alabama LLC
PO Box 3202
Mobile, AL  36652‐3202
United States
Contact: Jon Lundgren
Program Manager
Tel: 251‐295‐7775

Oceaneering International, Inc.       Trade Debt         $255,559
11911 FM 529
Houston, TX  77041
United States
Contact: M. Kevin Mcevoy
President and CEO
Tel: 713‐329‐4500
Fax: 713‐329‐4951

Alliance Offshore LLC                 Trade Debt         $254,225
11095 Highway 308
Larose, LA  70373
United States
Contact: Kelly B. Stelle, SR.
President
Tel: 985‐677‐1363
Fax: 985‐798‐5738

Intermoor, Inc.                       Trade Debt         $246,051
Dept at 952411
Atlanta, GA  31192‐2411
United States
Contact: Mike Hargrave
Manager Business Development
Tel: 832‐399‐5000
Fax: 832‐399‐5001


CENTRAL FALLS, R: S&P Alters Outlook on Bonds & Affirms BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the outlook
on its long-term rating on Central Falls, R.I.' general obligation
(GO) bonds to positive from stable. Standard & Poor's also affirmed
its 'BB' long-term rating on the bonds.

"The outlook revision reflects our opinion of the city's ongoing
adherence to the established post-bankruptcy plan and improved
financial management controls that we believe will likely be
sustained and continue to translate into it maintaining stable
operations," said Standard & Poor's credit analyst Victor Medeiros.
At the same time, S&P expects the city to remain proactive in
funding its long-term liabilities, ensuring those costs and overall
budgetary performance remain stable and strong over the long term.

The city's full faith and credit is pledged to the bonds.

"The long-term rating reflects our view that the city's economy and
fiscal and management conditions remain weak following its
emergence from Chapter 9 bankruptcy," said Mr. Medeiros,  "although
the active oversight of the city's financial operations and an
approved post-bankruptcy operating plan that maintains structural
balance alleviate our concerns somewhat."

"The positive outlook reflects Central Falls' ongoing adherence to
the bankruptcy plan that we believe will likely continue to
translate into it maintaining strong budgetary performance," he
added, "while the city remains proactive in funding and executing
reforms to its long-term liabilities, ensuring those costs remain
stable and strong over the long term."

"For us to consider raising the rating, the city would need to
demonstrate an adherence to financial plan over the next several
years, especially since we expect increasing costs and still-tepid
revenue to challenge budgetary performance.  In our opinion, the
city's stable budgetary environment and continued progress toward
funding long-term liabilities would be additional factors in our
raising the rating," S&P said.

Revising the outlook back to stable would be likely if budgetary
performance worsened over the two-year outlook horizon or if
management somehow faltered in its ability to adhere to bankruptcy
plan, thereby affecting S&P's view of its management conditions.



CHINA MEDICAL: Ch. 15 Liquidator Renews Push for Paul Weiss Docs
----------------------------------------------------------------
Law360 reported that the liquidator probing an alleged $355 million
insider fraud at a defunct Chinese medical technology company
slammed a decision letting Paul Weiss Rifkind Wharton & Garrison
LLP and AlixPartners LLP invoke attorney-client privilege to hold
back the results of an internal investigation they conducted for
its audit committee.

According to the report, Kenneth Krys, the man tasked with digging
up money for creditors of China Medical Technologies Inc., argued
that allowing the law firm and turnaround shop to retain the
documents would have the "perverse outcome" of protecting the very
corporate malfeasance they were hired to uncover.

The report said Mr. Krys is challenging a bankruptcy-court ruling
that shielded the documents as privileged work-product.  Mr. Krys,
who represents CMED in its Chapter 15 bankruptcy in New York, is
contending that the firms can't hide behind a privilege claim for
the now-defunct audit committee to withhold information that he
needs to claw back wrongfully transferred funds, the report
related.

                        About China Medical

China Medical Technologies Inc., a maker of diagnostic products,
filed a Chapter 15 bankruptcy petition in New York to locate money
fraudulently transferred by its principals.

The Debtor, which has been taken over by a trustee, is undergoing
corporate winding-up proceedings before the Grand Court of the
Cayman Islands.  Kenneth M. Krys, the joint official liquidator,
wants U.S. courts to recognize the Cayman proceeding as the
"foreign main proceeding"

The liquidator filed a Chapter 15 petition for China Medical
(Bankr. S.D.N.Y. Case No. 12-13736) on Aug. 31, 2012.  Curtis C.
Mechling, Esq., at Stroock & Stroock & Lavan, LLP, in New York,
serves as counsel.

Cosimo Borrelli and Yuen Lai Yee (Liz) on Nov. 29, 2012, were
appointed as liquidators of China Medical Technologies Inc.

The liquidators may be reached at:

         Cosimo Borrelli
         Yuen Lai Yee (Liz)
         Level 17, Tower 1
         Admiralty Centre
         18 Harcourt Road
         Hong Kong


CITY OF BURLINGTON: Moody's Raises Rating of $6.8MM Certs to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the City of Burlington's (VT)
general obligation rating to Baa2 from Baa3, affecting $99 million
in rated long-term debt. Concurrently, Moody's has upgraded $2
million of Certificates of Participation (COPs), Series 2000 (city
multi-purpose) to Baa3 from Ba1 and $6.8 million of Certificates of
Participations, Series 1999A and 2005 (parking) to Ba1 from Ba2.
The outlook is positive.

The upgrade of the city's general obligation rating to Baa2 from
Baa3 reflects an improved financial position, although reserves and
liquidity remain narrow.  The upgrade also incorporates the
dismissal of the Burlington Telecom (BT) lawsuit through a
settlement agreement that is favorable to the city.  The rating
also factors in the city's strength as the economic center of
Vermont (Aaa stable) and its manageable debt and pension
liability.

The Baa3 and Ba1 ratings on the COPs reflect the city's general
credit profile while incorporating the appropriation risk of the
COPs and essentiality of the projects.

The positive outlook reflects a trend of balanced financial
operations over the last two years, which will likely continue over
the near term.  Additionally, the dismissal of the BT lawsuit and
favorable settlement reduces the risks related to the enterprise.
The settlement has also allowed the city to address the large
nonspendable, advances to BT from the General Fund.

What could make the rating go up:

  -- Trend of General Fund operating surpluses resulting in an
     increase in reserves

  -- Development of a formal recovery plan or financial goals to
     return to a satisfactory financial position

What could make the rating go down:

  -- Structurally imbalanced General Fund operations, reducing
     the city's financial flexibility

  -- Increased exposure to losses from the city's various
     enterprise or other nonmajor funds

Burlington is located in northwestern Vermont along the coast of
Lake Champlain.  The population is approximately 42,284.

All GO debt is secured by the city's general obligation unlimited
tax pledge.

The principal methodology used in this general obligation rating
was US Local Government General Obligation Debt published in
January 2014.  The principal methodology used in this lease rental
rating was The Fundamentals of Credit Analysis for Lease-Backed
Municipal Obligations published in December 2011.


COMMONWEALTH UTILITIES: Facing Insolvency Within a Year
-------------------------------------------------------
Junhan B. Todiño at Marianas Variety reports that the Commonwealth
Utilities Corp. is facing potential insolvency within a year if the
government remains delinquent in paying its accumulated utility
costs, CUC's rate consultant said.

Marianas Variety relates that Dan Jackson of economist.com said the
non-payment of government receivables has created a major cash
shortfall crisis for CUC and is the number one reason why CUC is
struggling financially.

According to the report, the government's outstanding receivables
to CUC increased from $20,387,532 as of October 2013 to $26,156,558
as of March 2014.  It continued to rise from $27,058,384 as of
October 2014 to $28,744,486 as of
February 2015.

Marianas Variety adds that Mr. Jackson, in his recent presentation
to the Legislature, said government receivables equated to 61
percent of CUC's operating budget.

"When the government does not pay its bills on time, it negatively
impacts CUC's entire operations," the report quotes Mr. Jackson as
saying.

He said nonpayment of government bills seriously hindered CUC's
ability to make payroll, pay for oil regularly and for other
operating expenses -- capital improvements are also delayed,
seriously affecting the performance and reliability of the entire
utility system, the report relays.

"Failure of the government to pay its utility bills was one of the
principal factors in the U.S. government's 2014 motion in U.S.
District Court, asking for the appointment of a receiver for CUC,"
Mr. Jackson, as cited by Marianas Variety, said.

Without the resolution of this issue CUC will face potential
insolvency within a year, he reiterated, the report relays.

Marianas Variety relates that if the government pays its bills, Mr.
Jackson said CUC would have sufficient cash to fund payroll and
other expenses, and woujld be able to finance overdue capital
repairs, and build a financial reserve to deal with future crises.
However, he said payment of government's past due accounts will not
enable CUC to lower rates or solve all of its financial challenges
in the immediate future.

"But it would improve the reliability of the system as development
occurs in the CNMI," Mr. Jackson added, reports Marianas Variety.

Commonwealth Utilities Corp. is a state government corporation. CUC
operates the electric power, water and wastewater services on the
three main islands of the Commonwealth of the Northern Mariana
Islands (CNMI) -- Saipan, Tinian, and Rota. The CNMI is one of five
U.S. territories (which include Puerto Rico, U.S. Virgin Islands,
Guam, and American Samoa). CUC is a semi‐autonomous agency of the
CNMI government.


COMMUNITY HOME: Trustee Wants to Hire Facio as Costa Rica Counsel
-----------------------------------------------------------------
Kristina M. Johnson, the trustee for the estate of Community Home
Financial Services Inc., asks the U.S. Bankruptcy Court for the
Southern District of Mississippi for permission to employ Facio &
Canas as her special counsel.

The firm is expected to represent the trustee, with assistance as
needed from Jones Walker LLP, counsel of the Trustee, with regards
to, among other things, locating and repatriating assets the Debtor
may have in Costa Rica, enforcement of orders and judgments in
Costa Rica, and otherwise advising as to issues of Costa Rican law,
all at the direction of the trustee.

The firm proposes to charge $200 per hour for the partners and $175
per hour for the associate.

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

The trustee retained as counsel:

  Jeffrey R. Barber, Esq.
  Kristina M. Johnson, Esq.
  JONES WALKER LLP
  190 East Capitol Street, Suite 800 (39201)
  Post Office Box 427
  Jackson, MS 39205-0427
  Tel: (601) 949-4765
  Fax: (601) 949-4804
  Email: jbarber@joneswalker.com
         kjohnson@joneswalker.com

  Admitted Pro Hac Vice:

  Mark A. Mintz, Esq.
  JONES WALKER LLP
  201 St. Charles Avenue, Suite 5100
  New Orleans, LA 70170-5100
  Tel: (504) 582-8368
  Fax: (504) 589-8368
  Email: mmintz@joneswalker.com

  Laura F. Ashley, Esq.
  JONES WALKER LLP
  201 St. Charles Avenue, 49th Floor
  New Orleans, LA 70170
  Tel: (504) 582-8118
  Fax: (504) 589-8118
  Email: lashley@joneswalker.com

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.

Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location providing
financing through its dealer network throughout 25 states, Alabama,
Delaware, and Tennessee.  The Debtor scheduled $44.9 million in
total assets and $30.3 million in total liabilities.  Judge Edward
Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter
11 counsel.  Wells Marble was terminated Nov. 13, 2013.

The Debtor is now being represented by Derek A. Henderson, Esq., in
Jackson, Miss.  In 2013, the Debtor sought to employ David Mullin,
Esq., at Mullin Hoard & Brown LLP, as special counsel.

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

                         *     *     *

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


CUE & LOPEZ: March 11 Hearing on Bid to Dismiss or Convert Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on March 11 to consider Oriental Bank's bid to
either dismiss Cue & Lopez Construction Inc.'s Chapter 11 case or
convert it to a Chapter 7 liquidation.

The bank wants to dismiss or convert the case to a Chapter 7
proceeding after Cue & Lopez allegedly failed to implement its
restructuring plan, which was approved by the court in October last
year.

Oriental Bank cited the company's failure to transfer properties
"free and clear of liens" to the bank, saying it "constitutes a
material default" under the terms of the plan.

The properties, which include three residential units worth
$544,785, secure the bank's claims against the construction
company.

Oriental Bank also cited the company's failure to submit quarterly
reports detailing its revenues, expenses and results of operations
during the term of the plan.

                       About Cue & Lopez

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 13-08297) on Oct. 4, 2013.  The case is assigned to Judge
Brian K. Tester.

Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition
(Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13.3 million in total assets
and $17.5 million in total liabilities.  The Chapter 11 petitions
were signed by Frank F. Cue Garcia, president.


CUMULUS MEDIA: Posts $11.8 Million Net Income for 2014
------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$11.8 million on $1.26 billion of net revenue for the year ended
Dec. 31, 2014, compared to net income of $176 million on $1.02
billion of net revenue for the year ended Dec. 31, 2013.

As at Dec. 31, 2014, Cumulus Media had $3.74 billion in total
assets, $3.20 billion in total liabilities and $542 million in
total stockholders' equity.

For the three months ended Dec. 31, 2014, the Company reported net
income of $3.36 million on $329 million of net revenue compared to
net income of $151 million on $275 million of net revenue for the
same period a year ago.

The Company said that its financial performance and the level of
its outstanding debt may make it more difficult to comply with the
covenants in its debt instruments, including the financial covenant
in its Credit Agreement, which could result in the loss or
restriction of its sources of liquidity, could cause a default or
an event of default under those debt instruments and a related
acceleration of its indebtedness and, in some instances, the
foreclosure on some or all of its assets, any of which could have a
material adverse effect on its financial condition and results of
operations.

"In order to service our significant indebtedness, we require, and
will continue to require, significant cash flows.  Our revenue is
subject to such factors as shifts in population, station
listenership, demographics, competition and audience tastes, and
fluctuations in preferred advertising media.  Our ability to
generate sufficient cash flow to make required principal and
interest payments on, or refinance, our debt obligations depends on
our financial condition and operating performance, which are
subject to prevailing micro-economic and macro-economic and
competitive conditions, some of which are beyond our control.  We
may be unable to maintain or derive a level of cash flows from
operating activities sufficient to permit us to pay the principal,
premium, if any, and interest on our indebtedness, and may be
forced to take other actions to satisfy our obligations under our
indebtedness, which may not be successful.  If our cash flows and
capital resources are insufficient to fund our debt service
obligations, we could face substantial liquidity problems and could
be forced to reduce or delay investments and capital expenditures
or to seek to dispose of material assets or operations, seek
additional debt or equity capital or seek to restructure or
refinance our indebtedness.  We may not be able to effect any such
alternative measures on commercially reasonable terms or at all
and, even if successful, those alternative actions may not allow us
to meet our scheduled debt service obligations. Our inability to
generate sufficient cash from operations to service our debt and
other obligations would lead to a material adverse effect on our
business," the Company stated in the Report.

                         Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure the
debt under the Credit Agreement.  If the lenders accelerate the
required repayment of borrowings, we may be forced to liquidate
certain assets to repay all or part of such borrowings, and we
cannot assure you that sufficient assets will remain after we have
paid all of the borrowings under such Credit Agreement.  If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure that indebtedness and we
could be forced into bankruptcy or liquidation.  Our ability to
liquidate assets could also be affected by the regulatory
restrictions associated with radio stations, including FCC
licensing, which may make the market for these assets less liquid
and increase the chances that these assets would be liquidated at a
significant loss.  Any requirement for us to liquidate assets would
likely have a material adverse effect on our business."

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

                        http://is.gd/DEF0yS

                        About Cumulus Media

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

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

                           *     *     *

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

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


DORAL BANK: Fitch Lowers IDR to 'D' on Receivership
---------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
(IDR) of Doral Bank to 'D' from 'C' following the FDIC's
announcement that the bank is closed and under receivership.  Doral
Bank's Viability Rating of 'f' indicates Fitch's view that the bank
failed leading to regulatory intervention.

Fitch has also downgraded the ratings of the bank's parent, Doral
Financial Corp (DRL), to 'D'.  While the regulatory shutdown
impacts Doral Bank, Fitch believes that DRL will likely default or
file for bankruptcy in the near term as the company's ability to
meet financial obligations has deteriorated significantly following
the seizure of its operating bank.

The ratings for the senior notes and preferred stock remain at 'C',
which is Fitch's lowest debt level rating.  Fitch has also assigned
Recovery Ratings to the bank's senior notes and preferred stock
outstanding.  Based on the company's regulatory Y9LP filing as of
Dec. 31, 2014, in Fitch's view, the recovery prospects for the
senior notes and the preferred obligations, the latter of which are
already in deferral, are very poor given the minimal level of
assets and cash that the holding company possesses subsequent to
the seizure of Doral Bank.  Further, the FDIC estimates that it
will incur a $749 million loss, further supporting the view that
recovery for unsecured holding company creditors are expected to be
minimal.

The FDIC, as receiver, entered into a purchase and assumption
agreement with Banco Popular de Puerto Rico, Hato Rey, Puerto Rico
and an alliance with co-bidders including FirstBank Puerto Rico,
Centennial Bank, Conway Arkansas, and J.C.  Flowers III LP to
acquire the banking operations including all deposits of Doral
Bank.  As such, Fitch believes Doral Bank's long-term and
short-term deposit ratings would be higher than its current ratings
of 'C/C' reflecting the depositors are in a better position now.
However, the deposits were transferred to three different entities.
Fitch has withdrawn the deposit ratings at this time.

As of Dec. 31, 2014, Doral Bank had approximately $5.9bn in total
assets.  As part of the transaction with the FDIC, Banco Popular
will purchase $3.25 billion of Doral Bank's assets.  The FDIC
entered into two separate agreements to sell $1.3 billion of Doral
Bank's assets to other parties.  Those sales are expected to close
in 30 days.  The FDIC will retain the remaining assets for later
disposition.

Fitch expects to withdraw all ratings for DRL in approximately 30
days.

Fitch has downgraded these ratings:

Doral Financial Corporation
   -- Long-term IDR to 'D' from 'C';
   -- Short-term IDR to 'D' from 'C';
   -- Viability Rating to 'f' from 'c'.

Doral Bank
   -- Long-term IDR to 'D' from 'C';
   -- Short-term IDR to 'D' from 'C';
   -- Viability Rating to 'f' from 'c'.

Fitch has affirmed these ratings and assigned Recovery Ratings:

Doral Financial Corporation
   -- Senior debt at 'C/'RR6';
   -- Preferred stock at 'C/RR6'.

Fitch has affirmed these ratings:

Doral Financial Corporation
   -- Support at '5';
   -- Support at Floor 'NF';

Doral Bank
   -- Support at '5';
   -- Support Floor at 'NF'.

Fitch has affirmed and withdrawn these ratings:

Doral Bank
   -- Long-term deposits at 'CC' and withdrawn;
   -- Short-term deposit at 'C' and withdrawn.



EARTH CLASS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Earth Class Mail Corporation filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 15-30982) on Feb. 27, 2015,
disclosing $1.21 million in total assets and $13.73 million in
total liabilities.  The petition was signed by Stacey Lee, chief
financial officer.  Judge Trish M. Brown presides over the case.

Mike Rogoway at The Oregonian/OregonLive reports that the Company
is still operating and is apparently preparing itself for sale.
According to the report, Amber Hensley, the Company's customer
service manager, said, "There's someone that's going to be buying
Earth Class Mail," and that she cannot disclose the buyer's
identity.  The Company will continue operating under its new owner,
the report states, citing Ms. Hensley.

Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP,
serves as the Company's bankruptcy counsel.

Headquartered in Beaverton, Oregon, Earth Class Mail Corporation is
an 11-year-old heavily-funded and highly-touted startup that
digitizes postal mail for viewing on the go.  The Company was
founded in 2004.


ENERGY FUTURE: Dist. Ct. Upholds Approval of 1st Lien Settlement
----------------------------------------------------------------
Delaware Trust Company took an appeal from the Bankruptcy Court's
Order Approving First Lien Settlement in the chapter 11 bankruptcy
case of Energy Future Holding Corporation.

Energy Future Holding and its subsidiaries filed for bankruptcy
relief in Delaware in April 2019.  The Debtors are organized into
two principal businesses, one of which is Energy Future
Intermediate Holdings, LLC ("EFIH"), Appellee1 in this case. EFIH's
primary asset is an 80% ownership stake in Oncor, the largest
regulated utility in Texas.  At the time of the bankruptcy filing,
EFIH had three creditor constituencies: $4 billion of first lien
notes, $2.2 billion of second lien notes, and $1.7 billion of
unsecured notes. The first lien notes were comprised of
approximately $3.5 billion of 10% notes due 2020 and approximately
$500 million of 6-7/8% notes due 2017.  Appellant is the indenture
trustee for the 10% noteholders.

The Debtors and some of the first lien noteholders reached a
settlement -- the First Lien Settlement -- on the same day the
Debtors filed for bankruptcy.  The Debtors initiated the settlement
through a tender offer to all first lien noteholders. The tender
offer proposed to exchange the existing notes for new debt
obligations to be issued under a $5.4 billion DIP Financing
Facility. The tender offer remained open for 31 days, though
certain key terms would change periodically as time elapsed.  The
Debtors' tender offer compensated the noteholders with new value of
105% of their outstanding principal and 101% of the accrued
interest.  Under the terms of the agreement, the noteholders agreed
to release their disputed make-whole claims.  Overall, 42% of the
noteholders accepted the offer, which represented 97% of the 67/8%
noteholders and 34% of the 10% noteholders.

While the settling noteholders released the disputed make-whole
claims, the noteholders who did not accept the tender offer
retained their rights to litigate those claims.

On review, Delaware District Judge Richard G. Andrews opined that
the Bankruptcy Court did not commit legal error by approving the
First Lien Settlement.  "Debtors' use of the tender offer to
propose the First Lien Settlement was not improper. The First Lien
Settlement's disparate treatment of the disputed make-whole claims
of the 67/8% noteholders and the 10% noteholders did not violate 11
U.S.C. Sec. 1123(a)(4). The First Lien Settlement did not
constitute a sub rosa plan," the judge held.

Accordingly, the Bankruptcy Court's June 6, 2014 Order is affirmed
and PIMCO's Motion to Dismiss is dismissed, Judge Andrews ruled.

A copy of the District Court's Memorandum Opinion dated Feb. 19,
2015 is available at http://is.gd/B7r1GPfrom Leagle.com.

Norman L. Pernick, Esq., J. Kate Stickles, Esq., Cole, Scholtz,
Meisel, Forman & Leonard, PA, Wilmington, DE, Keith H. Wofford,
Esq., D. Ross Martin, Esq. (argued), Ropes & Gray, LLP, New York,
NY, Andrew G. Devore, Esq., Erin R. Macgowan, Esq., Ropes & Gray,
LLP, Boston, MA, James H. Millar, Esq., Drinker Biddle & Reath,
LLP, New York, NY, attorneys for Appellant Delaware Trust Company.

Mark D. Collins, Esq., Daniel J. Defranceschi, Esq., James M.
Madron, Esq., Richards, Layton & Finger, PA, Wilmington, DE, Edward
O. Sassower, Esq., Stephen E. Hessler, Esq., Brian E. Schartz,
Esq., Kirkland & Ellis, LLP, New York, NY, James H.M. Sprayregen,
Esq., Chad J. Husnick, Esq., Steven N. Serajeddini, Esq., Andrew
McGaan, Esq. (argued), Kirkland & Ellis, LLP, Chicago, IL,
attorneys for Appellee, Energy Future Intermediate Holdings, LLC,
and EFIH Finance, Inc.

Karen C. Bifferato, Esq., Connolly Gallagher, LLP, Wilmington, DE,
Jeffrey S. Sabin, Esq., Bingham McCutchen LLP, New York, NY, Julia
Frost-Davies, Esq., Patrick Strawbridge, Esq. (argued), Christopher
L. Carter, Esq., Bingham McCutchen LLP, Boston, MA, attorneys for
Intervenor Pacific Investment Management Company, LLC.

                        About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY XXI: S&P Lowers CCR to 'B-', Outlook Remains Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Energy XXI Ltd. to 'B-' from 'B'.  The outlook remains
negative.

At the same time, S&P lowered its issue-level ratings on the
company's subordinated debt to 'CCC' from 'CCC+' and on the
unsecured debt at subsidiary Energy XXI Gulf Coast Inc. to 'CCC+'
from 'B-' in conjunction with the corporate credit rating.

S&P has also assigned a 'B+' issue-level rating and '1' recovery
rating to the company's proposed senior secured second-lien notes.

"The downgrade reflects the increased debt leverage following the
proposed transaction, which is inconsistent with our expectations
for the former rating," said Standard & Poor's credit analyst
Michael Tsai.

Although the transaction supports the company's liquidity with
additional cash on the balance sheet, S&P's projections for the
company's credit measures have weakened materially, with expected
FFO to debt of about 5% and debt to EBITDA of about 8.5x.  While
the company's operational issues from 2014 are mostly behind them,
S&P is mindful of the heightened risks of operating in the Gulf of
Mexico, which includes potential well damage and/or operational
disruptions (such as hurricanes and offshore engineering
complexities).  S&P continues to assume the company will reduce
capital spending to maintenance levels to preserve liquidity.

S&P characterizes the company's business risk profile as "weak," as
defined in S&P's criteria, which reflects the company's
moderate-size reserve base, limited geographic diversification
(focused exclusively in the high-risk Gulf of Mexico shelf),
elevated cost structure, and the sizeable plugging and abandonment
liabilities associated with operating Gulf properties.  S&P assess
Energy XXI's financial risk profile as "highly leveraged," and view
the company's liquidity as "adequate."

The negative outlook reflects the possibility for the ratings to be
lowered if credit measures continue to deteriorate, which could
result in an unsustainable capital structure, or if liquidity
becomes constrained, which could occur if production falls short of
S&P's expectations or if operational issues persist.

S&P could consider a stable outlook if EXXI successfully executes
on its updated operational strategy, stabilizing production, and
improving credit measures while maintaining adequate liquidity,
likely in conjunction with improving crude oil and natural gas
prices.



ERESEARCH TECHNOLOGY: Moody's Puts 'B2' CFR Rating on Review
------------------------------------------------------------
Moody's Investors Service, Inc. placed eResearch Technology, Inc.'s
ratings, including the B2 Corporate Family rating, B2-PD
Probability of Default rating and B1 senior secured 1st lien debt
ratings under review for downgrade.

The rating action follows the news that on Feb. 27, 2015, ERT
announced it plans to purchase PHT Corporation, a provider of
technology solutions for clinical research programs.  Financial
terms of the transaction were not disclosed.

On Review for Downgrade:

Issuer: eResearch Technology, Inc.

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

  -- Corporate Family Rating, Placed on Review for Downgrade,
     currently B2

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Downgrade, currently B1 (LGD3)

Outlook Actions:

Issuer: eResearch Technology, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Moody's believes that the merger of ERT's electronic clinical
outcome assessment ("eCOA") product offerings with those of PHT
could result in one of the largest players in this niche market.
However, a higher proportion of revenues coming from technology
sales and merger integration matters could increase business risk,
while distracting management attention away from ongoing efforts to
return to revenue growth in the cardiac safety and respiratory
efficacy service lines.  Although the purchase price and the
financing terms have not been announced, Moody's expects the PHT
acquisition will likely result in more debt on the balance sheet.
During the rating review, Moody's will focus on the final capital
structure and the expected operating and financial performance of
the combined companies in 2015 and beyond.  Any downgrade would
likely be limited to one notch.

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.

ERT is a provider of cardiac safety, respiratory efficacy and eCOA
solutions to pharmaceutical and healthcare organizations sponsoring
or involved in the clinical trial of new drugs owned by affiliates
of Genstar Capital.


EVERYWARE GLOBAL: Hires Robert Ginnan SVP and CFO
-------------------------------------------------
EveryWare Global, Inc., disclosed it will appoint Robert M. Ginnan
as senior vice president and chief financial officer of the Company
in April.

A seasoned finance executive and CFO, Mr. Ginnan comes to EveryWare
Global after more than two decades with Standard Register, a
publicly traded company in the digital and traditional print
industries.  During his six-year tenure as Standard Register's
chief financial officer, he was responsible for all internal and
external financial reporting including treasury, banking and
investor relations.  Mr. Ginnan has extensive experience with
mergers and acquisitions, strategic planning and managing
relationships with lenders, regulators and exchanges.

"We conducted a thorough CFO search and I am pleased that Bob has
agreed to join the EveryWare team," said Sam Solomon, president and
CEO of EveryWare Global.  "He has demonstrated success as a
strategic financial partner and is known in the financial community
as a strong leader with high ethics and integrity.  He'll be an
outstanding addition to our leadership team."

Joel Mostrom, EveryWare's Interim CFO, will continue to work with
the Company to support a seamless transition.  "I thank Joel for
his commitment and support during his interim CFO tenure and know
that he will make Bob's transition as smooth as possible," added
Solomon.

In commenting on his appointment, Mr. Ginnan stated: "This is an
excellent time to join EveryWare Global.  I look forward to working
with my new colleagues as we shape the strategy and drive the
performance of EveryWare."

A native of Ohio, Mr. Ginnan is a Certified Management Accountant
and holds an MBA from Ashland University and a BSBA in Accounting
and IT from The Ohio State University.

In connection with Mr. Ginnan's hiring, the Company and Mr. Ginnan
entered into an employment agreement, dated as of Feb. 27, 2015.
Mr. Ginnan's initial base salary under the Employment Agreement is
$420,000 per year, subject to annual review by the Company's Board
of Directors.

In addition, Mr. Ginnan is entitled to reimbursement of up to
$75,000 for the actual, reasonable, out-of-pocket expenses that Mr.
Ginnan incurs in connection with the relocation of his household
and family to the greater Columbus, Ohio area.

A full-text copy of the Employment Agreement is available at:

                        http://is.gd/fPWttv

                          About EveryWare

EveryWare Global, Inc. is a global marketer of tabletop and food
preparation products for the consumer and foodservice markets,
with operations in the United States, Canada, Mexico, Latin
America, Europe and Asia.  Its global platform allows it to market
and distribute internationally its total portfolio of products,
including bakeware, beverageware, serveware, storageware,
flatware, dinnerware, crystal, buffetware and hollowware; premium
spirit bottles; cookware; gadgets; candle and floral glass
containers; and other kitchen products, all under a broad
collection of widely-recognized brands.

For the six months ended June 30, 2014, the Company reported a net
loss of $65.3 million on $195 million of total revenues
compared to a net loss of $2 million on $200 million of total
revenue for the same period during the prior year.

As of June 30, 2014, the Company had $274 million in total
assets, $400 million in total liabilities, and a $126 million
stockholders' deficit.

                            *    *    *

As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on EveryWare Global
Inc. to 'CCC+' from 'CCC-'.  "The upgrade reflects our view that a
default scenario is less likely as a result of a $20 million
investment from majority owner, Monomoy Capital Partners, in
addition to a waiver received for the covenant default in the
quarter ended March 2014 and the expected covenant default in the
quarter ended June 2014.


EW SCRIPPS: S&P Raises CCR to 'BB', Off CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its ratings
on Cincinnati, Ohio-based TV broadcaster The E.W. Scripps Co.
(Scripps) from CreditWatch positive, where S&P had placed them on
July 31, 2014.

At the same time, S&P raised its corporate credit rating on the
company to 'BB' from 'BB-'.  The rating outlook is stable.

S&P also raised its issue-level rating on the company's senior
secured credit facility, which includes the upsized term loan B due
2020, to 'BBB-' from 'BB+'.  The '1' recovery rating on the credit
facility remains unchanged, indicating S&P's expectation for very
high recovery (90%-100%) of principal in the event of a payment
default.  The company will use the proceeds from the incremental
term loan to refinance Milwaukee-based Journal Communications
Inc.'s (not rated) existing bank debt and pay a one-time/special
$60 million dividend to shareholders.

On July 31, 2014, Scripps announced that it has entered into a
definite agreement to merge with Journal Communications and then
spin off the combined companies' newspaper businesses into a
separate independent company.  S&P expects the transaction to close
sometime in the second quarter of 2015.

"The upgrade results from our view that the Journal Communications
transaction will improve Scripps' business risk profile, and, as a
result, we revised our business risk profile assessment to 'fair'
from 'weak,'" said Standard & Poor's credit analyst Naveen Sarma.
"We believe that Scripps acquisition of Journal Communications' TV
and radio stations improves its scale and operating profitability
and provides opportunities to further expand its EBITDA margins."
Before the transaction, Scripps' TV station portfolio lacked scale
and market duopolies.  As a result, its adjusted margins trailed
its peers'.  S&P expects that adjusted EBITDA margins will improve
from the low- to mid-teen percent area to the mid-20% area in
nonelection and non-Olympic Games years and from the high-teens
percent area to the low-30% area in election and Olympic Games
years.  In addition, the spin-off of the newspaper operations
alleviates risks of structural decline in print-based publishing
and allows the company to focus its efforts on growing its TV
business.  Pro forma for the transaction, Scripps will own 34 TV
stations and 34 radio stations in 27 markets, reaching 18.1% of
U.S. TV households.

The rating on Scripps reflects S&P's "fair" business risk profile
and "intermediate" financial risk profile assessments.  S&P views
Scripps's business risk profile as "fair" because of its lower
EBITDA margins, fewer duopolies, and lower retransmission revenues
compared to its TV operator peers.  The lower margins partly
reflect Scripps' lower retransmission revenues because of the
carriage agreements it had signed while it still owned the cable
network operator Scripps Networks Interactive Inc.  It also
reflects Scripps' weaker operating efficiency than its peers, with
company's legacy portfolio having only two duopoly markets.  These
weaknesses are partially offset by the company's increased scale,
pro forma for the Journal Communications transaction (Journal
Communications' duopoly markets will also allow for increased cost
savings); its presence in large TV markets; and its significant
political advertising as a percentage of revenue in election
years.

"The stable rating outlook reflects our expectation that Scripps
can accomplish its growth objectives by operating with adjusted
debt to average eight-quarter EBITDA of 2x-3x," said Mr. Sarma.
"The rating incorporates our expectation that the company could
make TV station acquisitions that might temporarily increase
leverage toward 3x."

S&P could lower the rating if the company adopts a more aggressive
financial policy or if business execution missteps (potentially in
the company's digital strategy) occur, convincing S&P that leverage
will increase above 3x on a sustained basis.

An upgrade is unlikely during the next two years, given the
company's lower EBITDA margins compared with peers.  S&P could
consider an upgrade if the company is able to improve its EBITDA
margins above 30% while maintaining a moderate financial policy.
This could occur if the company adds market duopolies and increase
its retransmission revenues.



EXELIXIS INC: Reports $269 Million Net Loss for 2014
----------------------------------------------------
Exelixis, Inc. filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $269
million on $25.11 million of total revenues for the year ended Dec.
31, 2014, compared to a net loss of $245 million on $31.33 million
of total revenues in 2013.

As of Dec. 31, 2014, Exelixis had $328 million in total assets,
$443 million in total liabilities, and a $115 million total
stockholders' deficit.

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

                        http://is.gd/wYpc9y

                        About Exelixis Inc.

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


EXPRESS INC: S&P Withdraws 'BB' CCR at Company's Request
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit rating on Express Inc. at the company's request.  The
outlook was stable at the time of the withdrawal.


FOODS INC: Selling Pharmaceutical Assets to Hy-Vee for $515K
------------------------------------------------------------
U.S. Bankruptcy Judge Anita L. Shodeen approved on Feb. 6, 2015,
the sale of the pharmaceutical assets of Foods Inc., in three
locations for $515,000, as set out in the asset purchase agreement,
and which are outside the ordinary course of business.

The Debtors have entered into an asset purchase agreement with
Hy-Vee, Inc., at the conclusion of a second-round auction conducted
on Jan. 23, 2015.

The pharmaceutical assets include pharmacy prescriptions and
pharmacy inventory of the Dahl's locations locally known as 8700
Hickman, E.P. True Parkway, and East 33rd Street.  The assets were
previously included in the APA between the Debtors and Associated
Wholesale Grocers.

At the auction, Hy-Vee submitted the highest or otherwise best
offer received for the assets, in accordance with bidding
procedures approved by the Court on Dec. 3, 2014.

In a Jan. 30 hearing, the Court findings provide, among other
things:

   1. necessary elements to obtain final approval of the sale had
been established;

   2. the bidding procedures previously approved by the Court were
properly followed;

   3. there was no collusion related to the auction process;

   4. certain objection remains outstanding on the issue of
adequate assurance of future payments that is relevant to any
assumption or assignment of the lease which relates to the Debtor's
motion regarding cure amounts.

Thus, the Court ordered that the motion to sell is approved pending
receipt, final review and entry of the orders detailing the terms
of sale.  Proposed orders involving the sales to AWG, Kum and Go
and HyVee will be submitted by Feb. 4.  If not resolved by closing
on the 11 U.S.C. Section 363 sale, Brixmoor's objection will be
scheduled for hearing on March 20, 2015.

As reported in the TCR on Dec. 29, 2014, Judge Shodeen approved the
bidding procedures, including the break-up fee, in connection with
the auction and sale of Dahl's Foods' assets.

Dahl's Foods, operator of 10 grocery stores in Des Moines, Iowa,
sought bankruptcy protection with a deal to Associated Wholesale
Grocers, Inc., absent higher and better offers.

After good-faith and arm's-length negotiations, the Debtor
executing an APA to sell for $4.8 million all assets, although the
purchase price may be reduced by $1 million if the real property
associated with the store at 5003 EP True Parkway, West Des Moines,
Iowa, is excluded from the sale, and $1.3 million if the real
property associated with the store located at 8700 Hickman Road,
Clive, Iowa.  The Debtors also own the property associated with the
store located at 1320 E. Euclid Avenue, Des Moines, Iowa.  The
other properties associated with the other stores are leased.   A
copy of the APA is available for free at
http://bankrupt.com/misc/Dahls_AWG_Sale_Deal.pdf

                       About Foods Inc.

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

Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of
$137 million.

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

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

The U.S. Trustee for Region 12 appointed four creditors of Foods,
Inc. to serve on the official committee of unsecured creditors.
Freeborn & Peters LLP serves as counsel for the Committee.



FREEDOM INDUSTRIES: Will Sell Etowah River Terminal
---------------------------------------------------
Andrea Lannom at Charleston Daily Mail reports that Freedom
Industries Inc. Chief Restructuring Officer Mark Welch will try to
find a buyer for the Etowah River terminal, the last physical asset
in the estate.  According to the report, money from the sale could
be paid into the bankruptcy estate or used to pay obligations under
the program that the Company would have used from the proposed
environmental escrow account, which would deal with expenses
associated with the program.

Daily Mail relates that the property has no fewer than three
possible buyers, none of whom have a connection to the Company or
its executives.

Mark Freedlander, Esq., an attorney representing the Company,
described the number of legal professionals in the case as
"unfortunate," Daily Mail reports.  "It's a relatively small case
in assets but . . . it has big case complexity," the report quoted
Mr. Freedlander as saying.

According to Daily Mail, U.S. Bankruptcy Judge Ronald Pearson also
mentioned the number of legal professionals in this case, talking
about getting fee applications from 60 legal professionals.  The
report quoted Judge Pearson as saying, "I've never seen a case so
staffed completely."

Daily Mail relates that West Virginia Department of Environmental
Protection approved the Company's application, accepting it into
its Division of Land Restoration Voluntary Remediation Program.
The Company said in a  Feb. 27, 2015 status report, "This does not
mean that Freedom's remediation undertakings are complete.
Instead, acceptance into the (program) means that Freedom and the
WVDEP will negotiate a definitive agreement that outlines the
requirements for Freedom to obtain a certificate of completion from
WVDEP.  Receipt of this certificate of completion is the ultimate
goal of Freedom -- obtaining what amounts to a clean bill of
environmental health from WVDEP."

Judge Pearson, Daily Mail states, also told attorneys to speed up
talks with spill claimants, or those who filed claims in bankruptcy
court claiming out-of-pocket damages from the chemical leak.  Judge
Pearson asked attorneys if they have discussed with spill claimants
whether they could come up with "more realistic amounts," the
report says.

                      About Freedom Industries

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

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

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

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

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

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

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


FREIF NAP I: Moody's Assigns 'Ba3' Rating to $250MM Loan
--------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to FREIF NAP I
Holdings III, LLC's proposed $250 million senior secured term loan
B due March 2022, $45 million funded letter of credit term loan
facility due March 2022 and $15 million senior secured revolving
credit facility due March 2019 (collectively, "the credit
facilities").  The rating outlook is stable.

Proceeds from the term loan B will be used to repay approximately
$186 million outstanding under a senior secured term loan at FREIF
North American Power I LLC (NAP I: Ba3, stable outlook), to make an
approximate $48 million distribution to the Borrower's owner, First
Reserve Energy Infrastructure Advisors, LLC (First Reserve), and to
pay related fees.  NAP I is a related issuer to the Borrower and
its rating will be withdrawn upon the financial close of NAP's
credit facilities.

NAP's net generating capacity increased by 390 megawatts to 1,458
megawatts through the February 2015 acquisition of nine
simple-cycle California based peaking assets for total
consideration of $82 million, an amount that includes $34 million
of project level debt.  Prior to this acquisition, NAP's portfolio
consisted of four assets: Borger Energy Associates (Borger: Ba3
senior secured, stable), Crockett Cogeneration (Crockett: Baa3
senior secured, stable), Hobbs Generation Station (not rated) and
Waterside Power Holdings, LLC (not rated).

The $48 million distribution to First Reserve from proceeds of
NAP's term loan represents a return of the cash component of the
consideration paid.

Assignments:

Issuer: FREIF NAP I Holdings III, LLC

  -- Senior Secured Bank Credit Facility, Assigned Ba3

Outlook Actions:

Issuer: FREIF NAP I Holdings III, LLC

  -- Outlook, Assigned Stable

The Ba3 rating reflects the fairly stable cash flows generated by
NAP's portfolio of thirteen power plants, the output from which is
contracted with investment grade off-takers, the long-dated
weighted average contract life (12 years) and the portfolio
diversification across four states.  These positive attributes,
however, are balanced by the significant amount of operating-level
debt, NAP's lenders structurally subordinated position to
operating-level lenders, financial metrics that are weak for the
rating category and refinancing risk.

All of NAP's power plants are contracted with strategic, investment
grade off-takers including Pacific Gas & Electric Company (PG&E: A3
stable), Southwestern Public Service Company (SPS: Baa1 stable),
Connecticut Light & Power Company (CL&P: Baa1 stable) and Southern
California Edison Company (SCE: A2 stable).

From a cash flow perspective, the more meaningful contracts mature
beyond the term of the proposed financing.  For example, Crockett's
PPA expires in 2026 while Hobbs' tolling agreement expires in 2033.
Tolling agreements between five of the nine recently purchased
California-based simple-cycle facilities (the Five Brothers) and
PG&E expire April 30, 2022 while the existing contracts at
Waterside and Borger expire in 2024 (Borger has the option to
extend its contract for an additional 10 years).  In contrast,
contracts between three of the recently purchased California assets
(the Three Sisters) and PG&E expire in November 2020 while a
contract between Corona, 40% owned by NAP, and SCE expire in June
2018.

NAP's largest contributor of cash flow are Hobbs, Crockett and the
Five Brothers.  In management's Base Case, these assets are
anticipated to generate approximately 37%, 25% and 16%,
respectively (78% combined), of total cash flow provided to NAP in
2016.
Hobbs, a 604-megawatt New Mexico generating facility, has a tolling
agreement with SPS, whereby Hobbs is not exposed to any fuel price
risk, and is compensated based on availability and a specific
margin to cover variable costs when being dispatched by SPS.
Crockett, a 240-megawatt California based generating facility owned
67.5% by NAP, has a power purchase agreement with PG&E whereby
Crockett receives fixed capacity payments and separately receives
energy payments under the Short Run Avoided Cost (SRAC) mechanism,
which determines energy payment primarily by market heat rates and
natural gas prices.  While the fixed capacity revenues historically
have been sufficient to pay fixed operating costs and debt service,
Crockett's SRAC derived energy prices adds volatility to Crockett's
cash flows.  For more information on Crockett, please refer to the
Crockett Credit Opinion which can be found on moodys.com

The Five Brothers entered into separate tolling arrangements with
PG&E that are effective for a seven year period beginning May 1,
2015.  Moody's anticipates the cash flows derived from these assets
to be among the least volatile within the NAP portfolio given the
fixed nature of the capacity payment rate, the likelihood that
plant's availability factors under the toll can be achieved and the
absence of project-level debt.

The rating considers NAP's subordinated position within the
consolidated capital structure. Seven of NAP's thirteen assets
(Borger, Crockett, Hobbs, Waterside and the Three Sisters, totaling
1,209 MW's) are encumbered with $490 million of non-recourse
project level- debt.  As such, cash generated by the seven
encumbered projects are first used to meet their respective debt
service requirements, with residual cash flow ultimately provided
to NAP, subject to financing restrictions, to meet its debt
service.

The rating also considers standalone and consolidated projected key
financial metrics that are weak for the Ba rating category.
Specifically, Moody's expects NAP's standalone key financial
metrics of annual debt service coverage ratio (calculated as gross
distributions to NAP divided by NAP's mandatory debt service) and
funds from operations (FFO) to debt (gross distributions to NAP
less NAP interest costs divided by NAP debt) to range between 1.7
-2.3 times and 6-11%, respectively, annually through 2017.  The
higher limit of the range is more representative of management's
outlook while the lower limit reflects sensitivities considered by
Moody's.  Moody's anticipates consolidated FFO to debt and debt
service coverage to average approximately 14% and 1.2 times,
respectively, during the term of the credit facilities.

From a refinancing perspective, Moody's sensitivities suggest as
much as $190 million outstanding could remain outstanding under the
term loan or approximately 76% of the original amount at maturity.
While a considerable amount, Moody's currently view refinancing
risk as manageable as several of NAP's existing contracts extend
beyond the tenor of the financing and generate significant
revenues.  Management projects contracted assets will provide NAP
as much as $300 million in distributions during the 2022-2032
timeframe.  Even assuming a 50% discount to managements
expectation, the portfolio should have residual value to attractive
capital.  That said, there is concentration risk as approximately
54% and 41% of the distributions in that timeframe are derived from
Hobbs and Crockett, respectively.

From an operational perspective, day-to-day management and
operation of NAP's portfolio has been outsourced to a reputable
contractor and the operating history of the historical and the
recently acquired assets has been sound.

The financing will incorporate typical project finance features
including limitations on indebtedness, a trustee administered
waterfall of accounts, six month debt service reserve, a 1.1 times
debt service coverage covenant requirement and a quarterly cash
sweep equal to the greater of 50% of excess cash flow or the amount
needed to achieve a target debt balance.  Any proceeds from asset
sales are required to be used to repay debt.

The credit facilities will be secured by a perfected first priority
security interest in all the assets of the Borrower, the Borrower's
equity interest in guarantor and First Reserves interest in the
Borrower.  The equity interests and assets of the various
generating assets, however, are not part of the collateral
package.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.  Any material changes from the
documentation and information provided to date could impact the
ultimate credit rating.

The stable outlook reflects the expectation that the portfolio of
projects will generate relatively stable and predictable cash flows
driven in large part by the terms of the contractual arrangements
which provide a source of stability to the cash flow for debt
service.

The rating could be upgraded should more rapid pay down of the
project level debt leading to financial performance that is
consistently above expectations.

Trends that could cause us to consider a negative rating action
include substantial credit deterioration of key contractual
off-takers, sustained operating performance difficulties
(especially at Hobbs or Crockett) that result in a meaningful loss
of cash flow available for debt service, and financial performance
that is chronically below expectations leading to greater
refinancing risk.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.

NAP is a holding company that indirectly owns a portfolio of
thirteen power projects with a combined net generating capacity of
1,458 megawatts.  The power projects are located in four distinct
geographic states: California, Connecticut, New Mexico and Texas.


FREIF NAP I: S&P Assigns Prelim. 'BB-' Rating on $250MM Sr. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'BB-' ratings and preliminary '2' recovery ratings to FREIF NAP I
Holdings III LLC's (NAP I) $250 million senior secured term loan B
due 2022 and $45 million senior secured funded letter of credit
term loan due 2022.  The '2' recovery rating indicates S&P's
expectation of substantial (70% to 90%) recovery of principal if a
payment default occurs.  S&P's recovery expectations are in the
lower half of the range.  The preliminary ratings are subject to
receipt and review of final financial and legal documentation.

"We base the stable outlook on our expectation of satisfactory
operational performance and continued cash flow stability due to
the contracted nature of the portfolio's assets," said Standard &
Poor's credit analyst Stephen Coscia.

NAP I is a special-purpose, bankruptcy-remote entity that owns
1,457 MW of power generation at 13 facilities in the U.S.  It is
100% owned by U.S. private equity fund manager First Reserve. First
Reserve is expanding its NAP I portfolio by adding assets it
purchased from ArcLight Capital Partners in February 2015.  NAP I
will use net proceeds from its term loans to refinance the existing
debt, support the purchase of the new assets, and provide
collateral for letters of credit.  It will repay the term loan
through minimal mandatory amortization and a cash flow sweep that
is the greater of either 50% of excess cash flow or an amount
sufficient to meet specific target debt balances.

S&P's preliminary 'BB-' rating mainly reflects the moderately high
debt leverage (initial consolidated debt per kilowatt [kW] of
roughly $540), some recontracting risk for the newly acquired
assets, some refinancing risk when the term loan matures, and the
structural subordination of NAP I's debt, given that most cash flow
comes from assets with project-level debt.



GENCO SHIPPING: Files 2014 Annual Report
----------------------------------------
Genco Shipping & Trading Limited (Successor) filed with the
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $213 million on $100.4 million of total
revenues for the period from July 9 to Dec. 31, 2014.  For the
period from Jan. 1 to July 9, 2014, the Company (Predecessor)
reported net income of $785 million on $120 million of total
revenues.  The Company (Predecessor) previously reported a net loss
of $157 million on $227 million of total revenues in 2013.

As of Dec. 31, 2014, the Company (Successor) had $1.75 billion in
total assets, $460 million in total liabilities and $1.29 billion
in total equity.

References to "Successor Company" refer to the Company after
July 9, 2014, after giving effect to the application of fresh-start
reporting.  References to "Predecessor Company" refer to the
Company prior to July 9, 2014.

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

                       http://is.gd/s4jR7d

               About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due Aug. 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are Aurelius
Capital Partners, LP; Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco had filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.

On July 2, 2014, the Company emerged from Chapter 11 of the
Bankruptcy Code pursuant to the terms of a reorganization plan that
was approved by the bankruptcy court and declared effective as of
July 9, 2014.


GFI GROUP: Fitch Revises CreditWatch Status to Positive on 'B' IDR
------------------------------------------------------------------
Fitch Ratings has revised the Rating Watch status of GFI Group
Inc.'s (GFI) 'B' long-term Issuer Default Rating (IDR) and senior
unsecured debt rating to Positive from Evolving following the
successful completion of BGC Partners, Inc.'s (BGC) tender offer
for GFI shares.

At the expiration of the tender offer on Feb. 26, 2015, BGC owned
approximately 56.3% of GFI's outstanding common shares, exceeding
its minimum tender offer of 43%, and had gained effective control
of GFI by appointing six directors to the expanded eight-member GFI
board.  As a result, all outstanding conditions of BGC's tender
offer were reportedly met.  Effective immediately, GFI will be a
controlled company and will operate as a separately branded
division of BGC reporting to the president of BGC, and its
financial results are expected to be consolidated as part of BGC.

KEY RATING DRIVERS - IDRS AND SENIOR DEBT

The revision of the Rating Watch to Positive from Evolving reflects
Fitch's expectation that GFI's ratings may ultimately be equalized
with those of BGC and Cantor, depending on how the ownership
structure between BGC and GFI evolves over the near term and
whether or not GFI's debt is ultimately assumed by BGC.  BGC is
rated 'BBB-'.  Outlook Stable, reflecting its materially lower
credit risk profile, more diversified revenue base and more
established franchise in the inter-dealer broker (IDB) space.

Although Fitch expects BGC to maintain effective control of GFI and
drive its future strategic direction, a formal merger of the two
companies cannot occur until two-thirds of GFI's outstanding shares
have been acquired by BGC.  Jersey Partners Inc. (JPI), which owns
36.4% of GFI's shares, has entered into a support agreement with
the CME Group (CME) to not sell their shares until one year from
the CME merger termination date (Jan. 30, 2015) which means that a
formal BGC-GFI merger cannot occur at this time.  As a result, BGC
will not be formally assuming GFI's outstanding debt at the close
of the tender agreement.

GFI's stand-alone leverage, calculated as gross debt divided by
adjusted EBITDA, measured 3.34x for the trailing 12 months (TTM)
ending Sept. 30, 2014, and interest coverage, measured as adjusted
EBITDA divided by interest expense, measured 2.32x as of the same
date.

Fitch calculates that the combined companies' leverage and interest
coverage improve to 1.97x and 5.79x, respectively, pro forma for
BGC's $150 million of convertible notes paydown in April 2015,
factoring in run-rate EBITDA from BGC's recent acquisitions,
including Apartment Realty Advisors, RP Martin, Cornish and Carrey,
HEAT, and Remate, while giving no credit to potential cost
synergies from the GFI acquisition.  Given the overlapping business
models of BGC and GFI, Fitch believes some level of cost synergies
is achievable, which would further improve leverage and interest
coverage levels, all else equal.  For example, Fitch expects BGC to
seek to act quickly to integrate GFI's back office, technology and
infrastructure operations.

GFI's cash position, which it defines as cash, cash equivalents and
cash held at clearing organizations excluding customer cash,
measured $222.9 million at Sept. 30, 2014.  A significant portion
of this cash is restricted for regulatory and clearing capital
needs, which Fitch believes will be duplicative under BGC's
ownership and could be freed up over time, thereby generating
additional liquidity.  GFI management has represented that there is
no impact on change on control provisions in GFI's senior notes as
a result of BGC gaining control of GFI.

RATING SENSITIVITIES - IDRS AND SENIOR DEBT

Fitch expects to resolve the Rating Watch once there is more
clarity with respect to the ultimate ownership structure between
BGC and GFI and whether or not GFI's debt is ultimately assumed by
BGC.  This could coincide with the expiration of the JPI support
agreement with CME, or at an earlier date, should other
organizational changes be affected which result in a more formal
assumption of GFI's debt obligations by BGC.

Absent more clarity with respect to the ownership structure, Fitch
may elect to resolve the Rating Watch on the basis of an evaluation
of the strategic importance of GFI to BGC, consistent with Fitch's
rating criteria entitled 'Rating FI Subsidiaries and Holding
Companies' dated Aug. 10, 2012.  Under these criteria, ratings
assigned to subsidiaries may be equalized with their parent's
ratings, notched down from their parent's ratings, or determined on
a stand-alone basis, depending on Fitch's assessment of the
willingness and ability of the parent to extend support to the
subsidiary.

Fitch revises these ratings to Rating Watch Positive from Rating
Watch Evolving:

GFI Group Inc.
   -- Long-term IDR 'B';
   -- Short-term IDR 'B'.
   -- Senior unsecured debt 'B'.



GLOBALSTAR INC: Incurs $463 Million Net Loss in 2014
----------------------------------------------------
Globalstar, Inc., filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $463
million on $90.06 million of total revenue for the year ended
Dec. 31, 2014, compared to a net loss of $591 million on $82.7
million of total revenue in 2013.

As of Dec. 31, 2014, Globalstar had $1.26 billion in total assets,
$1.18 billion in total liabilities and $78.9 million in total
stockholders' equity.

Jay Monroe, Chairman and CEO of Globalstar, commented, "2014
represents an important year for Globalstar as it was the first
full year of service restoration after the launch of our
second-generation constellation.  We have been able to not only
gain market share in our core markets, but also invest and expand
in additional territories including South and Central America and
now Africa. Revenue for the year grew 9% while Adjusted EBITDA
increased 47%.  Our core business is on the right growth path as we
expand our international footprint, introduce new consumer and
enterprise-focused products and materially upgrade our service
offerings with the near-term completion of our next generation
ground infrastructure.  We also are focused on concluding the
Federal Communications Commission's approval process for our
spectrum in the 2.4 GHz band.  We look forward to the successful
completion of the proceeding, which will provide the nation with an
additional 22 MHz of terrestrial spectrum for mobile broadband."

For the three months ended Dec. 31, 2014, the Company reported net
income of $92.01 million on $22.09 million of total revenue
compared to a net loss of $235 million on $20.99 million of total
revenue for the same period a year ago.

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

                        http://is.gd/sseHGT

                       About Globalstar, Inc.

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


GOODRICH PETROLEUM: S&P Rates $100MM Senior Secured Notes 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC+' issue-level
rating to Goodrich Petroleum Corp.'s $100 million senior secured
notes due 2018.  The recovery rating is '5', indicating S&P's
expectation of modest (10% to 30%) recovery for creditors in the
event of a payment default.  S&P's recovery expectations are in the
upper half of the 10% to 30% range.  At the same time, S&P affirmed
its 'B-' corporate credit rating and 'CCC' issue-level rating on
the company's unsecured notes (recovery rating of '6'). The outlook
is negative.  

"The negative rating outlook reflects our expectation that
Goodrich's leverage will materially increase over the next one to
two years, approaching levels we view as unsustainable," said
Standard & Poor's credit analyst John Rogers.

Despite the expected improvement in near-term liquidity as a result
of the recent financings, S&P views the company's liquidity as
"less than adequate," due to limited cushion under the company's
covenants in 2016 and S&P's view that it could not absorb a
high-impact, low-probability event without refinancing.  S&P's
liquidity assessment incorporates the anticipated reduction of
Goodrich's borrowing base to $150 million upon closing of the notes
issuance, but does not include any additional secured debt. The
company has the ability to issue up to $75 million of additional
second-lien secured notes, which would not further impact the
borrowing base.

The ratings on Goodrich Petroleum Corp. reflect S&P's view of the
company's "vulnerable" business risk, "highly leveraged" financial
risk, and "less than adequate" liquidity.  These assessments
reflect Goodrich's small size, limited geographic diversity, and
above average exposure to weak long-term natural gas prices.

The negative outlook reflects S&P's expectation that Goodrich's
leverage will materially increase over the next one to two years,
approaching levels S&P views as unsustainable.

S&P could lower the ratings if it expected FFO to debt to remain
well below 12% for a sustained period, or if liquidity
deteriorated, which would most likely occur if the company outspent
cash flow by more than currently contemplated or if production in
the TMS fell short of expectations.

S&P could revise the outlook to stable if it no longer expected
leverage to materially increase, which would most likely occur if
the company were able to successfully execute additional asset
sales or a joint venture agreement in the TMS.

Houston-based Goodrich Petroleum Corp. is an independent oil and
gas exploration and production company that operates primarily in
Texas, Louisiana, and Mississippi.



HERCULES OFFSHORE: Reports $216 Million Net Loss for 2014
---------------------------------------------------------
Hercules Offshore, Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$216 million on $900.3 million of revenue for the year ended Dec.
31, 2014, compared to a net loss of $68.1 million on $858 million
of revenue in 2013.

As of Dec. 31, 2014, the Company had $2 billion in total assets,
$1.38 billion in total liabilities and $615.03 million in equity.

The Company said its liquidity depends upon cash on hand, cash from
operations and availability under its revolving credit facility.

"Our liquidity depends upon cash on hand, cash from operations and
availability under our $150.0 million revolving credit facility.
The availability under the $150.0 million revolving credit facility
is to be used for working capital, capital expenditures and other
general corporate purposes.  Except under certain conditions, the
revolving credit facility requires interest-only payments on a
quarterly basis until the maturity date.  No amounts were
outstanding under the revolving credit facility as of December 31,
2014, although $7.4 million in letters of credit had been issued
under it.  The remaining availability under the revolving credit
facility is $142.6 million at December 31, 2014.
We currently maintain a shelf registration statement covering the
future issuance from time to time of various types of securities,
including debt and equity securities.  Although we currently
believe we have adequate liquidity to fund our operations, to the
extent we do not generate sufficient cash from operations, we may
need to raise additional funds through public or private debt or
equity offerings to fund operations, and under the terms of our
existing indebtedness, we may be required to use the proceeds of
any capital that we raise to repay existing indebtedness.
Furthermore, we may need to raise additional funds through public
or private debt or equity offerings or asset sales to refinance our
indebtedness, to fund capital expenditures or for general corporate
purposes.  There can be no guarantee that we will be able to access
the capital markets when we need to or issue debt or equity on
terms that are acceptable to us," the Company stated in the
Report.

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

                         http://is.gd/Buv1ac

                       About Hercules Offshore

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

                           *     *     *

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

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


HILLVIEW, KY: S&P Lowers Rating on GO Refunding Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on Hillview, Ky.'s series 2010 general obligation (GO) refunding
bonds four notches to 'BB+' from 'A-'.  The outlook is negative.

"The downgrade to 'BB+' reflects, in part, our view of the going
concern opinion in the fiscal 2014 audit, in which the city's
auditor expressed doubts regarding Hillview's ability to continue
as a going concern," said Standard & Poor's credit analyst Scott
Nees.  The circumstances reflect the unsuccessful appeal of a legal
judgment where a jury determined that Hillview was in breach of
contract, with damages of $11.4 million assessed against the city.
S&P had previously reviewed the city's bond rating in December
2013, at which time S&P had lowered the rating one notch and
revised the outlook to negative from stable, largely on concerns
about the potential settlement and the status of the city's
then-pending appeal.  Subsequently, in March 2014, the state of
Kentucky Court of Appeals delivered a decision affirming the
Bullitt County Circuit Court's prior decision dating back to 2012
that the city breached a land purchase contract with a local
trucking school.  S&P understands that city has filed a motion for
a discretionary appeal with the state supreme court, which can
choose to hear the case at any time.  No further proceedings have
yet been announced.  The $11.4 million is currently accumulating
interest at 12% per year and is not covered by the city's insurance
policy.  The city's cash totaled $960,713 at the conclusion of the
most recent fiscal year (June 30, 2014).

"The negative outlook reflects our view of the potential for the
deterioration in credit quality that could accompany a court
decision against the city, the auditor's going concern opinion in
the city's most recent audit report, and management's inability to
articulate a plan should Hillview be required to pay the
settlement," said Mr. Nees.  S&P will continue to monitor the case
and will take additional rating action as necessary.

If the state supreme court sides against the city, subsequent
rating action will depend largely on the city leadership's
response.  As noted above, S&P understands that the city could
elect to pay for the settlement through the issuance of long-term
debt, though it could also file for bankruptcy, an option S&P
understands it is considering.  Currently, S&P has no way of
gauging the relative likelihood of either event, though any
impairment of the city's credit quality or in S&P's view of its
willingness to continue to service its obligations will result in a
proportionate downgrade.  If the city successfully appeals the
case, resulting in the full removal of the liability associated
with the present judgment, S&P will likely raise the rating.



HOLY HILL: Judge Extends Deadline to Remove Suits to April 30
-------------------------------------------------------------
U.S. Bankruptcy Judge Julia Brand has given the bankruptcy trustee
of Holy Hill Community Church until April 30 to file notices of
removal of lawsuits involving the Protestant church.

                          About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities as
a protestant Christian church, disclosed $35,390,787 in total
assets and $16,727,290 in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


INTERNATIONAL MANUFACTURING: March 19 Hearing on RelyAid Biz Sale
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California is
set to hold a hearing on March 19 to consider approval of
International Manufacturing Group Inc.'s sale agreement with D&T
Holdings LLC.

Under the agreement, D&T Holdings will purchase the company's
medical, dental and tattoo supply business known as RelyAid and
RelyAid Tattoo Supply for $375,000, subject to overbidding.

Potential buyers for the assets are required to deliver a $375,000
deposit to IMG's bankruptcy trustee before they are allowed to bid.
The initial overbid must be at least $25,000 higher than D&T
Holdings' offer.  

IMG is required to complete the sale no later than April 2,
according to court filings.

The bankruptcy court will also consider at the March 19 hearing an
agreement governing the sale of a 55,000-square-foot office
building located in West Sacramento, California.

IMG's bankruptcy trustee is selling the property on behalf of
Wannas Enterprises LLC, one of the non-debtor entities
substantively consolidated with IMG.

The trustee proposes to sell the property to Ridge Capital Inc. for
$2.585 million, subject to overbidding.

The initial overbid must be at least $2.635 million.  Before being
permitted to bid, any potential buyer must deliver to the
bankruptcy trustee a $2.635 million deposit.

Ridge Capital will receive a break-up fee of $25,000 if not
selected as the winning bidder, according to court filings.

               About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence.  The bankruptcy
filing was part of his plea bargain with federal prosecutors.  Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.

International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-25820)
in Sacramento, on May 30, 2014.  The case is assigned to Judge
Robert S. Bardwil.

The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.

In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor.  She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.

According to the docket, governmental entities have until Nov. 26,
2014, to file claims.

The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides.


ISTAR FINANCIAL: Reports $33.7 Million Net Loss for 2014
--------------------------------------------------------
iStar Financial Inc. filed its annual report on Form 10-K with the
Securities and Exchange Commission for the fiscal year ended
Dec. 31, 2014.  

The audited financial statements included in the Annual Report
reported a net loss allocable to common shareholders of $13.3
million for the fourth quarter of 2014 and $33.7 million for the
fiscal year 2014, which is improved from a net loss allocable to
common shareholders of $28.4 million and $48.8 million,
respectively, that the Company announced in its earnings press
release issued on Feb. 19, 2015.  This increase is due to the
recognition of additional income from one of the Company's equity
method investments in the fourth quarter of 2014.

iStar Financial reported revenues of $462.02 million for the year
ended Dec. 31, 2014.

The Company previously disclosed a net loss allocable to common
shareholders of $155.76 million in 2013 following a net loss
allocable to common shareholders of $272.99 million in 2012.

As of Dec. 31, 2014, iStar Financial had $5.46 billion in total
assets, $4.20 billion in total liabilities, $11.19 million in
redeemable noncontrolling interests and $1.24 billion in total
equity.

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

                         http://is.gd/WEViDv

                        About iStar Financial

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

                            *     *     *

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

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

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


JHK INVESTMENTS: Wants More Time to File Chapter 11 Plan
--------------------------------------------------------
JHK Investments LLC asks the U.S. Bankruptcy Court for the District
of Connecticut to further extend its deadline to file a Chapter 11
plan of reorganization or, in the alternative, convert its case to
Chapter 7 proceeding or dismiss its case.

The Debtor tells the Court that it was expected to file a
disclosure statement and plan on Feb. 27, 2015.  The Debtor say it
needs an additional 22 days to finalize negotiations with its
senior secured lender, Bay City Capital Fund V LP, and Bay City
Capital Fund V Co. Investment Fund LP, to globally resolve all
outstanding issues.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities.  Bankruptcy Judge Alan H. Shiff presides over the
case.  James Berman, Esq., Lawrence S. Grossman, Esq., Craig I.
Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C.,
represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JOSEPH MILLER: No Yearly Payment Needed For IRA Tax Benefit
-----------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Eighth
Circuit upheld a judgment of the circuit's bankruptcy appellate
panel that a Minnesota retiree's rolled-over individual retirement
annuity is exempt from bankruptcy creditors because people do not
need to make annual contributions toward their annuities to
maintain IRA tax benefits.

According to the report, the Eighth Circuit's ruling upheld the
BAP's November 2013 ruling, which shot down a bankruptcy trustee's
argument that annual premiums are prerequisites of qualified IRAs
under Section 408(b) of the Internal Revenue Code.

The case is Terri Running v. Joseph Miller, Case No. 13-3682 (8th
Circ. App.).


KCG HOLDINGS: Moody's Rates New $500MM Senior Notes 'B1'
--------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new $500
million senior secured notes due 2020 (the "2020 Notes") issued by
KCG Holdings, Inc.  The proceeds will be used to repay its 8.25%
senior secured notes due 2018 and its 3.50% convertible notes due
March 15, 2015 which together total $423 million.  The remainder
will be used for general corporate purposes.  Moody's also affirmed
KCG's B1 Corporate Family Rating and B1 senior secured rating and
maintained a positive outlook on all ratings.

Moody's believes KCG's refinancing and maturity extension creates a
more permanent capital structure following the Knight/Getco merger.
Although Moody's does not anticipate significant future increases
in the company's indebtedness, Moody's notes that the terms of the
2020 Notes provide KCG the flexibility to incur more debt,
including the ability to create first lien obligations that would
rank ahead of the 2020 Notes.  If KCG were to substantially
increase debt or create a substantial first-lien tranche that
subordinates the 2020 Notes, then this could lead to a downgrade of
the corporate family rating, a downgrade of the 2020 Notes or
both.

The positive outlook and KCG's upward ratings potential depends on
two principal factors.  The first factor is KCG's ability to adapt
and diversify its business model, either organically or through
acquisitions, to weather periods of tepid trading volumes and low
market volatility while maintaining the competitiveness of its
trading technology.  The second factor is the evolution of its
management's financial policy regarding the priority of shareholder
distributions and the use of financial leverage.  The inflows of
cash from the sale of the HotSpot FX platform and the excess
proceeds of the 2020 Notes will lead to a build-up of cash balances
above the company's targeted liquidity buffers and Moody's
anticipates that KCG will accelerate share repurchases.  The volume
and pace of shareholder distributions relative to earnings will be
an important factor in future rating actions.

KCG is a US-based brokerage firm that engages in electronic trading
and market-making and operates various trade execution venues.

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.


KCG HOLDINGS: S&P Assigns BB- Rating on New $500MM 2nd Lien Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating on KCG Holdings Inc.'s proposed $500 million,
five-year second-lien senior secured notes.  The 'BB-' issuer
credit rating on the company is unchanged, and the outlook remains
stable.

KCG Holdings will use the proceeds from the $500 million notes to
retire its existing $305 million second-lien senior secured notes
due in 2018 as well as its $117 million convertible senior
subordinated notes due in March 2015.  The company will use the
remaining proceeds for general corporate purposes.

"The contemplated refinancing will increase the company's total
debt by $78 million, which is immaterial, in our view, and does not
affect the credit metrics in a meaningful way," said Standard &
Poor's credit analyst Sebnem Caglayan.  "Although the proposed
second-lien notes will have a first-lien capacity, we believe KCG's
management does not plan to raise additional debt that will rank
ahead of the second-lien notes."  Accordingly, given the lack of
higher-priority debt obligations and based on S&P's revised issue
rating criteria, S&P rates the company's second-lien senior secured
notes at the same level as the issuer credit rating.  If the
company were to issue a material amount of first-lien debt that
ranks ahead of the second-lien notes, S&P may lower the debt rating
on the second-lien notes.

KCG has moderate business stability given the highly competitive
and transactional nature of its market-making and global execution
services businesses, as well as its heavy reliance on market
volumes and volatility to drive revenues.  S&P views its business
position as "moderate."  Additionally, the company continues to
face weakened profitability in certain subunits of its
market-making business.  S&P believes KCG has adequate diversity
because of its broad business profile, with a combination of
principal and client order-flow market-making businesses and a
global execution franchise.  KCG is relatively diversified across
market channels, asset classes, geographies, and trading
strategies.

KCG has an expected risk-adjusted capital (RAC) ratio of
approximately 20% and high quality of capital, with some additional
capital risks not covered in S&P's RAC framework because of its
material exposure to risks that are difficult to quantify, such as
those related to trade technology .  S&P considers KCG's earnings
to be adequate, with a ratio of average core earnings to
risk-weighted assets of 1.11%.  However, earnings quality is
negative because of KCG's history of outsize extraordinary expenses
(including the loss recorded on Aug. 1). Based on these factors,
S&P views its capital, leverage, and earnings as "very strong."

In addition, S&P assess its risk position as moderate, which
reflects the company's operational loss experience and complexity
of its business model with high exposure to operational and model
risk.

With a gross stable funding ratio of 88% as of Dec. 31, 2014, KCG
has a moderate funding assessment.  S&P believes the debt issuance
will result in a less diversified funding base at the holding
company level.  That said, the company has revolvers at the
subsidiary levels ($450 million) to fund its market-making and
global execution business.

Although KCG has a liquidity coverage metric of approximately
0.97x, the company has a proven record of creating liquidity by
selling non-core assets, and it holds $350 million in excess cash
at the holding company.  S&P assess its liquidity as
"adequate-high."  In the first 10 months of its existence, KCG not
only paid the $235 million mandatory amortization due within one
year, but it also paid the entire $535 million senior secured
first-lien term loan with the liquidity created by consolidating
operating subsidiaries and selling non-core assets.



KINDRED HEALTHCARE: S&P Retains 'B+' CCR Over $150MM Add-On
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating and issue-level ratings on Kindred Healthcare Inc. are not
affected by the company's planned $150 million add-on to its term
loan.  S&P's stable outlook reflects its expectation that the
company will gradually reduce debt leverage over the next two
years.

The add-on slightly reduces the meaningful recovery prospects on
the secured debt within the 70% to 90% range.  S&P is therefore
revising its recovery rating from a high '2' recovery ('2H'),
indicating substantial recovery of 60% to 70% in the event of
payment default to a low '2' recovery ('2L'), indicating recovery
of (50% to 59.9%) in the event of payment default.

The business risk is still characterized by substantial scale (2014
revenues of about $7.2 billion, pro forma for Gentiva).  The
company also has meaningful diversification across the continuum of
post-acute care services, which supports S&P's assessment of a
"weak" business risk profile.  S&P still expects the company to
generally operate with leverage in the 4x to 5x range over the next
few years.  This is despite S&P's expectation that adjusted
leverage is currently above 5x.  S&P expects the company to use
proceeds to reduce borrowings under the revolver.

RATINGS LIST

Ratings Unchanged
Kindred Healthcare Inc.
Corporate credit rating                     B+/Stable/--


Kindred Healthcare Inc.
Senior Secured                             BB-        
   Recovery Rating                          2L    



LEHMAN BROTHERS: Settles Lawsuit vs. NY Giants
----------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Lehman Brothers Holdings Inc. and the New York Giants have
settled their long-running dispute over a soured interest-rate swap
tied to the financing of the football team's stadium although terms
of the settlement weren't disclosed in papers filed with the
bankruptcy court.

The Journal related that Lehman sued Giants Stadium LLC in 2013,
claiming it was owed $100 million under the swap.  To finance the
stadium, the Giants unit issued $650 million in bonds, the bulk of
which were underwritten by Lehman, the Journal said.

                      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.


LEVEL 3: STT Crossing Hikes Stake to 18.5% as of Feb. 27
--------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Temasek Holdings (Private) Limited, Singapore
Technologies Telemedia Pte Ltd, STT Communications Ltd and STT
Crossing Ltd disclosed that as of Feb. 27, 2015, they beneficially
owned 63,931,025 shares of common stock of Level 3 Communications,
Inc., which represents 18.5 percent of the shares outstanding.
The percentage is based on 345,534,473 shares of Common Stock
reported as outstanding as of Feb. 26, 2015, in the Issuer's annual
report on Form 10-K filed with the SEC on Feb. 27, 2015.

On Feb. 27, 2015, STT Crossing acquired from Credit Suisse
International 8,432,432 shares of Common Stock for $405,224,735,
pursuant to a previously disclosed agreement with Credit Suisse
dated as of Nov. 10, 2014.  STT Comm funded STT Crossing's
acquisition with its working capital.

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

                        http://is.gd/6hYgNd

                    About Level 3 Communications

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

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

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

                           *     *     *

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

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

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

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

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


LUTHERAN CHURCH CANADA: May Solicit Claims From Creditors
---------------------------------------------------------
The Court of Queen's Bench of Alberta on Feb. 20, 2015, directed
the Encharis Community Housing and Services, Encharis Management
and Support Services and Lutheran Church - Canada, the Alberta -
British Columbia District Investments Ltd. (District Group) and
Deloitte Restructuring Inc. (Monitor) to solicit claims from all
creditors of the District Group for the purpose of determining the
claims which will participate in the Companies' Creditors
Arrangement Act proceedings.

A copy of the order granted can be found on the Monitor's website
at http://www.insolvencies.deloitte.ca

All proof of claim forms, together with the required supporting
documentation, must be delivered by mail, courier service or
facsimile to the Monitor on or before 4:00 p.m. Mountain Daylight
Time on April 20, 2015.

The Monitor will on or before May 5, 2015, in turn provide to the
creditor a notice in writing by registered mail, by courier
service, or by facsimile as to whether their Claim is accepted or
disputed in whole or in part, and the reason for the dispute
pursuant to a notice of revision or dis-allowance.

The Lutheran Church - Canada, the Alberta - British Columbia
District (the "District") and the related entities Lutheran Church
– Canada, the Alberta – British Columbia District Investments
Ltd., Encharis Community and Housing Services and Encharis
Management and Support Services -- "District Group" -- on January
23, 2015, obtained an initial order from the Court of Queen's Bench
of Alberta under the Companies' Creditors Arrangement Act
(Canada).

During the stay of proceedings, the District Group will work with
the Monitor to assess their options with respect to presenting a
formal plan of arrangement to their creditors, which could enable
them to restructure their affairs, compromise their debt and
continue their operations.

Deloitte Restructuring Inc. was appointed by the Court as the
Monitor in the CCAA process.  The Monitor's duties are set out in
the Initial Order and include:

     -- monitoring the District Group's operations and cash flow
during the CCAA proceedings;

     -- reporting to the Court as to the District Group's
restructuring efforts and compliance with the Initial Order;

     -- advising the Court and the creditors as to the
reasonableness and fairness of any Plan that may be proposed by the
District Group to its creditors; and

     -- overseeing the claims process and reviewing creditor's
proofs of claim.


MARION ENERGY: Deadline to Decide on Leases Moved to May 29
-----------------------------------------------------------
The Hon. Joel T. Marker of the U.S. Bankruptcy Court for the
District of Utah extended the deadline within which Marion Energy
Inc. to assume non-residential real property lease until May 29,
2015.

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is    
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MARTIN FRANTZ: Judge Won't Halt Ch.7 Trustee's Sale of Property
---------------------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers denied a motion by debtors
Martin and Cynthia Frantz to stay the sale of a real property
located at 22825 N. 160th St., Scottsdale, Arizona.

The Grantz filed a voluntary Chapter 11 case on Oct. 17, 2011.  On
April 23, 2013, the case was converted to Chapter 7 on a motion
stipulation by the Debtors.

Chapter 7 trustee David P. Gardner sought turnover of the 160th St.
Property. The Bankruptcy Court authorized sale of the property on
Feb. 4, 2015.

In a Feb. 24, 2015 Memorandum of Decision available at
http://is.gd/JVXAE6from Leagle.com, the Court concludes that the
Debtors have not shown a likelihood of success on appeal on the
matter.

The Court further finds that because closing the present sale is in
the best interests of the estate and its creditors, and that if
stayed there would be a risk of loss of that sale as well as
additional expenses incurred by the estate pending resolution of
the appeal, substantial harm will come to Trustee and the
bankruptcy estate he represents if a stay is imposed.

The judge says that the Debtors have not met their burden of a Rule
8007 stay.


MBIA INSURANCE: Moody's Affirms 'B2' IFS Rating
-----------------------------------------------
Moody's Investors Service affirmed the B2 insurance financial
strength rating of MBIA Insurance Corporation, and changed the
outlook on the rating from stable to negative.  As part of the same
rating action, Moody's affirmed the senior debt rating of MBIA
Inc., the group's holding company at Ba1, the IFS rating of
National Public Finance Guarantee Corporation (National) at A3, and
the IFS rating of MBIA UK Insurance Limited (MBIA UK) at Ba2.  The
outlook for all ratings is negative, with the exception of MBIA UK
that has a stable outlook.

Moody's stated that the actions reflect the heightened risk in the
Zohar I and II CLO notes that MBIA Corp. insures.  Given the
material size of these exposures, and the lack of transparency into
the value of the underlying collateral, Moody's believes that,
absent a successful remediation, these exposures could result in
meaningful strain on the company's capital and liquidity profiles.
The manager of the Zohar CLOs recently notified stakeholders that
it had appointed a restructuring advisor and has initiated
discussions about restructuring the notes.  Moody's commented that
MBIA Corp.'s exposure to the first Zohar CLO, maturing in November
2015, is manageable, however failure to reach a global settlement
on all Zohar deals would expose MBIA Corp to meaningful claim
payments and losses on the much larger Zohar II CLO, that matures
in 2017.

In addition, Moody's noted that any credit deterioration at MBIA
Corp. should have limited direct financial effect on the broader
group given the substantial delinking following the removal of the
cross--default provision with MBIA Inc.'s debt, and MBIA Corp.'s
repayment of the loan from National. However, further deterioration
at MBIA Corp., could still adversely impact MBIA Inc., and to a
lesser extent, National, through reputational damage caused by
their affiliation with MBIA Corp.

MBIA Insurance Corporation

The B2 IFS rating of MBIA Corp., with negative outlook, reflects
the company's weak capitalization relative to its remaining insured
exposures, and its modest liquidity position.  Recent transactions,
including significant commutations of insured exposures, and the
settlement of RMBS put-back claims, have improved the firm's
capital adequacy and liquidity profile such that a restructuring or
insolvency is no longer the most likely scenario.  The majority of
MBIA Corp.'s structured finance book is expected to run off within
the next five years, freeing up capital resources.  However, MBIA
Corp. remains exposed to a number of large structured transactions
that could cause significant stress, including insolvency, in the
event of default with a large liquidity call and/or a high severity
of loss.  In addition, the company's capital adequacy and liquidity
positions are highly sensitive to the levels of excess-spread
recovery on its insured portfolio of second-lien RMBS.

Excluding holdings at its subsidiaries, MBIA Corp. had $443 million
of cash and cash equivalents, and other liquid assets at Dec. 31,
2014.  Moody's expects the company's liquidity to improve over
time, assisted by RMBS excess spread recoveries, putback
settlements proceeds and likely future dividends from MBIA UK.
However, there is still meaningful volatility around excess spread
collections as a result of uncertainty about residential mortgage
prepayments, servicing and rates reset experience as well as
uncertainty about the timing and proceeds from any remaining
putback settlement.  On the statutory reporting basis, the company
attributed $576 million salvage value to RMBS excess spread as of
December 31, 2014.

Moody's added that the ratings of MBIA Corp.'s preferred stock (C
hyb) and surplus notes (Ca hyb), stable outlook, reflect their high
expected loss content given the company's still weak capital
profile and the subordinated nature of these securities.

National Public Finance Guarantee Corporation

National Public Finance Guarantee Corporation's (National) A3 IFS
rating, with negative outlook, reflects the insurer's substantial
stand-alone capital resources, the meaningful delinking from its
weaker affiliates, steady amortization of its legacy book, and its
ongoing efforts to re-start insuring US municipal debt in the
primary and secondary markets.  National has substantial exposure
to below investment grade credits, which represent approximately
2.6% of its insured book and 173% of qualified statutory capital at
Dec. 31, 2014, including approximately $4.5 billion gross exposure
to debt issued by Puerto Rico and its public enterprises.  In
addition, National, like its peers, faces significant headwinds
from weak fundamentals in the sector, including still depressed
levels of insurance usage, moderate prospective profitability and
meaningful legacy risk.

According to Moody's, the negative outlook on National's rating
(IFS A3/negative), reflects the heightened risk of losses on
National's Puerto Rico related exposures, and the size of those
exposures relative to qualified statutory capital and claims paying
resources.  As of 4Q2014, National's $4.5 billion of total gross
par exposure to Puerto Rico issuers represented approximately 137%
of its qualified statutory capital (QSC), including approximately
$2.5 billion of gross par exposure to Puerto Rico's public
corporations (76% of QSC).

MBIA Inc.

Moody's notching between MBIA Inc.'s senior debt rating and the IFS
rating of its lead insurance subsidiary, National, is four notches.
This is wider than the typical three notches, reflecting the
group's high leverage, and significantly weaker credit profile of
MBIA Corp., its other substantial subsidiary. The negative outlook
on MBIA Inc.'s rating (senior unsecured Ba1/negative), reflects the
heightened risk of losses on National's Puerto Rico exposures, and
the adverse effect it could have on future levels of tax escrow
funds to be released and dividends from National.  In addition, the
firm's high debt burden and meaningful asset risks, a large share
of which reside in its wind-down operations, remain a distinct
weakness.

MBIA UK Insurance Limited

MBIA UK's Ba2 IFS rating, with stable outlook, reflects the
improving insured portfolio, and meaningful stand-alone financial
resources relative to its insured risks, moderated by a lack of new
business production and Moody's expectation of pressure from its
weaker parent, MBIA Corp., to return capital.  MBIA Corp.'s support
of MBIA UK, in the form of excess of loss reinsurance and net worth
maintenance agreements, is subordinated to insured claims and, in
Moody's opinion, is of limited value due to MBIA Corp.'s weaker
credit profile.

What could change the ratings up or down:

The ratings of MBIA Corp., MBIA UK and MBIA Inc. could be upgraded
if MBIA Corp.'s financial profile, including capital adequacy and
liquidity, improved materially.  The ratings could be downgraded if
insured risks perform worse than expected and/or if MBIA Corp. were
to experience material liquidity stress.  In addition, the ratings,
with the exception of MBIA UK, could be downgraded if the Zohar CLO
exposures are not restructured on terms that significantly reduce
MBIA Corp.'s potential for loss, ahead of the November 2015
maturity of the Zohar I CLO.

Moody's does not anticipate an upgrade of National's rating until
such time as there is meaningful improvement in the credit profiles
of its Puerto Rico insured exposures, or that National's exposure
to Puerto Rico is meaningfully reduced.

The following could lead to a downgrade in National's rating: (1)
Substantial credit erosion of insured risks, including meaningful
impairments of Puerto Rico exposure; (2) its provision of material
support to weaker affiliates or withdrawal of capital absent an
associated reduction of insured risk; (3) a material decrease in
profitability; and (4) significant diversification into higher risk
businesses.

The following ratings have been affirmed, with a negative outlook:

Issuer: MBIA Inc.

  -- Senior Unsecured Regular Bond, at Ba1

Issuer: MBIA Insurance Corp.

  -- Insurance Financial Strength, at B2

Issuer: National Public Finance Guarantee Corp.

  -- Insurance Financial Strength, at A3

The following ratings have been affirmed, with a stable outlook:

Issuer: MBIA Insurance Corp.

  -- Pref. Stock Preferred Stock (Local Currency), at C(hyb)

  -- Pref. Stock Non-cumulative Preferred Stock (Local Currency),
     at C(hyb)

  -- Subordinate Surplus Notes (Local Currency), at Ca (hyb)

Issuer: MBIA UK Insurance Limited

  -- Insurance Financial Strength, at Ba2

Moody's ratings on securities that are guaranteed or "wrapped" by a
financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's methodology "Rating
Transactions Based on the Credit Substitution Approach: Letter of
Credit-backed, Insured and Guaranteed Debts" (March 2013).  None of
the Moody's-rated securities that are guaranteed or "wrapped" by
MBIA Corp. and MBIA UK are affected by this rating action.

National Public Finance Guarantee Corp. and MBIA Insurance Corp.
are financial guaranty insurance companies based in New York State.
MBIA UK Insurance Limited and MBIA Mexico S.A de C.V. are
financial guaranty insurance companies based in UK and Mexico
respectively.  They are wholly owned by MBIA Inc. [NYSE: MBI], the
ultimate holding company.  As of Dec. 31, 2014, MBIA Inc. had
consolidated gross par outstanding of approximately $277.5 billion,
and qualified statutory capital of $4.1 billion.

The principal methodology used in these ratings was Financial
Guarantors published in January 2015.


MGM RESORTS: Posts $150 Million Net Loss for 2014
-------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss attributable to the Company of $150 million on $10.08 billion
of revenues for the year ended Dec. 31, 2014, compared to a net
loss attributable to the Company of
$172 million on $9.80 billion of revenues for the year ended Dec.
31, 2013.

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

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

                        http://is.gd/Jgzanr

                         About MGM Resorts

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

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

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


MILK SPECIALTIES: Moody's Alters Outlook to Stable & Affirms CFR
----------------------------------------------------------------
Moody's Investors Service changed Milk Specialties Company's rating
outlook to stable from negative and affirmed the company's
Corporate Family Rating and Probability of Default Rating at Caa1
and Caa2-PD, respectively.  The stabilization of the outlook is
largely the result of improvement in the company's liquidity
profile, which was indirectly driven by the delivery of the
company's fiscal 2014 (twelve months ended June 28, 2014) audited
financial statements to the lender group and the receipt of an
associated amendment.  Liquidity improvement stems from the
company's ability to access its revolving credit facility, which
was prevented by a breach of covenants that existed prior to
receipt of the amendment.  However, the liquidity improvement is
partially offset by the permanent $3 million reduction in the
revolving credit facility post-amendment (facility is now $32
million down from $35 million).

Among other things, the amendment marginally reduced the size of
the facility but waived a potential event of default that would
have occurred because of the company's failure to be in compliance
with the maximum leverage covenant ratio in its credit agreement
for the Sep. 27, 2014 and Dec. 27, 2014 periods.  The amendment
became effective upon the satisfaction of several conditions,
including but not limited to the payment of fees, the receipt of
draft fiscal 2014 audited financial statements and the subsequent
receipt of final audited financials within 7 business days, a
minimum $20 million prepayment on its existing term loan ($240
million outstanding prior to repayment), and no more than $5
million of outstanding borrowings on the revolver (implies a $10
million minimum repayment due to outstanding borrowings of $15
million at Dec. 27, 2014).  Following the affirmation of the
company's CFR and PDR, the ratings on Milk Specialties' senior
secured credit facilities both remain at Caa1, including the
company's $250 million original principle senior secured term loan
and a $32 million revolving credit facility.

The following ratings have been affirmed:

  -- Corporate Family Rating (CFR) at Caa1;

  -- Probability of Default Rating (PDR) at Caa2-PD;

  -- $32 million (down from $35 million) senior secured revolving
     credit facility due 2017 at Caa1 (LGD3);

  -- $250 million principal senior secured first lien term loan
     due 2018 at Caa1 (LGD3).

  -- The outlook is changed to stable

The affirmation of the CFR at Caa1 largely reflects Milk
Specialties' high leverage profile, low margins that are
susceptible to volatility, and potentially tight covenant cushion.
The recent amendment eases the company's financial covenants by
lowering the minimum interest coverage covenant for the quarter
ending March 31, 2015, while simultaneously widening the maximum
leverage covenant through June 30, 2016.  Moody's recognizes the
company's improved liquidity profile, highlighted by its regained
access to its revolving credit facility - subject to financial
covenant limitations - following the resolution of its covenant
breaches.

The stable outlook reflects Moody's expectation that the company
will remain in compliance with its recently amended financial
covenants while continuing to improve profitability via margin
expansion.

The ratings could be upgraded if the company strengthens its
internal controls and improves operating performance such that
leverage can be sustained below 5.5 times.  In addition, the
company would need to maintain at least an adequate liquidity
profile, highlighted by ample access to its revolver, sufficient
covenant cushion, and consistent positive free cash flow generation
on an annual basis.

The ratings could be downgraded if liquidity deteriorates and/or if
Moody's expects financial covenants to be breached.  In addition,
prolonged negative free cash flow generation or leverage that
climbs above 6.5 times could result in a negative rating action.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry published in May 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.

Milk Specialties Company (Milk Specialties) is a leading
independent manufacturer of whey and specialty dairy protein
ingredients for the sports nutrition, health and wellness, food
manufacturing and animal nutrition end markets.  Milk Specialties
was acquired by Kainos Capital (formerly HM Capital Partners LLC)
in December 2011.  Revenues for the twelve months ending Dec. 27,
2014 were approximately $785 million.


MILLER AUTO: Committee Can Amend Kane Russell Employment Terms
--------------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia approved the amended request of the
Official Committee of Unsecured Creditor, appointed in the Chapter
11 cases of Miller Auto Parts & Supply Company Inc. and its
debtor-affiliates, to employ Kane Russell Coleman & Logan as its
counsel.

Judge Diehl ordered that, from Jan. 1, 2015 forward, the firm will
charge the Debtors its 2014 standard hourly rates, without any
increase in 2015.  To the firm's 2014 standard rates, a 25%
discount will be applied.  If general unsecured creditors,
excluding priority and administrative claimants, receive a
distribution in this case, then, retroactive to January 2015, the
firm will be entitled to charge its 2014 normal hourly rates plus
10% bonus.  If general unsecured creditors receive no distribution,
then the firm will not be entitled to the contingent bonus, but
will only be entitled to its 2014 standard rates less a 25%
discount, and only to the extent: (i) the court approves the fees
after notice and hearing; and (ii) sufficient fund exist in the
Debtors' bankruptcy estates to pay the court-approved fees.

As reported in the Troubled Company Reporter on Oct. 7, 2014, the
firm will:

  a) provide the Committee with legal advice concerning its
     duties, powers and rights in relation to the Debtors and the
     administration of these jointly administered cases;

  b) assist the Committee in the investigation of the acts,
     conduct, assets, and liabilities of the Debtors, and any
     other matters relevant to the case or to the formulation of a
     plan of reorganization;

  c) aid the Committee with the assistance of the Debtors in the
     formulation of a plan of reorganization, or if appropriate,
     to formulate the Committee's own plan of reorganization;

  d) take such actions as is necessary to preserve and protect the
     rights of all unsecured creditors of the Debtors;

  e) prepare on behalf of the Committee all necessary
     applications, pleadings, adversary proceedings, answers,
     reports, orders, responses, and other legal documents;

  f) conduct appropriate discovery and investigation into the
     Debtors' operations, valuation of assets, lending
     relationships, management, and causes of action; and

  g) perform all other legal services which may be necessary and
     in the best interest of the unsecured creditors of the
     Debtors' estates.

The firm's professionals and their standard hourly rates:

     Professionals                 Hourly Rates
     -------------                 ------------
     Joseph M. Coleman, Esq.       $535
     Jason B. Binford, Esq.        $375
     John J. Kane, Esq.            $295

     Directors                     $350-$600
     Associates                    $240-$385
     Paralegals                    $125-$190
     Information Data              $125-$135
      Professionals

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

                   About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No.
14-68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and Logan
& Co. as claims and noticing agent.

The Court granted the Debtors until July 13, 2015, to file one or
more Chapter 11 plan(s).

The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official committee
of unsecured creditors.  The Committee selected Kane Russell
Coleman & Logan as its counsel.


MOUNT HOLLY PARTNERS: 10th Circuit Revives Investor Row
-------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Tenth
Circuit revived part of an investor suit accusing legendary golfer
Jack Nicklaus of misrepresenting his membership status in the
failed Mount Holly golf course project in Utah, whose developer
went bankrupt, but ultimately held that most of the suit was
appropriately dismissed.

According to the report, a three-judge panel of the Tenth Circuit
held that a Utah federal court should not have dismissed an
intentional misrepresentation claim that plaintiffs Jeffrey Donner
and Judee M. Donner lobbed against Nicklaus for holding himself out
as a "founding charter member."

The case is Donner, et al v. Nicklaus, et al., Case No. 13-4057
(10th Cir.).  A full-text copy of the opinion dated Feb. 19, 2015,
is available at http://bankrupt.com/misc/DONNER0219.pdf

Mount Holly Partners, LLC, in South Jordan, Utah, filed for Chapter
11 protection (Bankr. D. Utah Case No. 09-27185) on July 9, 2009.
Judge R. Kimball Mosier presides over the case.  Douglas R. Short,
Esq., at Keith Barton & Associates PC in South Jordan, represents
the Debtor.  The Debtor listed assets ranging from $100 million to
$500 million, and debt ranging from $10 million to $50 million.



NINA WHITE-ROBINSON: Atty Who Didn't Pay Fine Deserves Contempt
---------------------------------------------------------------
Law360 reported that the Fifth Circuit affirmed a bankruptcy
court's civil contempt order against Texas attorney Mpatanishi
Tayari Garrett for failing to pay a $25,000 sanction, rejecting
Garrett's argument a contempt order for failure to pay sanctions
violates the prohibition on imprisonment for a debt.

According to the report, the motion for contempt asked for monetary
sanctions and Garrett was never imprisoned or even threatened with
imprisonment, the three-judge appellate panel found, affirming a
Texas bankruptcy court order that held Garrett in contempt of
court.

The case is Mpatanishi Garrett, et al v. Coventry II DDR/Trademark,
Case No. 14-10525 (5th Circ. App.).


NOVA CHEMICALS: S&P Affirms 'BB+' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Calgary, Alta-based plastics and
chemicals producer NOVA Chemicals Corp.  The outlook is stable.

At the same time, S&P affirmed the '3' recovery and 'BB+'
issue-level ratings on the company's senior unsecured notes.  The
'3' recovery rating indicates S&P's expectation of recovery on the
high end of the meaningful (50%-70%) category in the event of
default.

S&P revised NOVA's business risk profile to "satisfactory" from
"fair" based primarily on the company's improving feedstock
diversity.  This results in the anchor score improving to 'bbb-';
however, S&P applies a one-notch negative adjustment to reflect
uncertainty regarding NOVA's financial policy, resulting in a 'BB+'
rating.

"The business risk profile revision is based primarily on NOVA's
continued progress on the company's feedstock conversion and
diversification projects, which should result in an improved cost
position and lower feedstock price and supply volatility," said
Standard & Poor's credit analyst David Fisher.  "The improvement in
the business risk profile also reflects our expectation that the
company's polyethylene expansion will come online in mid-2016,
thereby strengthening NOVA's market position and providing
increased scale," Mr. Fisher added

NOVA recently completed the conversion of its Corunna facility to
use up to 100% natural gas liquids (NGLs), which should improve
this unit's profitability and dampen earnings volatility relative
to the naptha feedstock it previously consumed.  In addition,
Corunna retains the ability to use heavier feedstock when market
conditions are favorable, providing improved operating
flexibility.

The company has made steady progress on diversifying its feedstock
sources by securing low-cost Marcellus ethane for Corunna, and
Bakken ethane and oil sands off-gas for its Joffre, Alta.,
facility.  In addition, the company recently entered into an
agreement with Kinder Morgan to transport ethane from the Utica
Shale Basin to Ontario, with an expected in-service date of 2018.
This improved feedstock diversity reduces the risk of production
constraints due to inadequate feedstock supply and supports the
company's existing expansion projects.  It also lays the groundwork
for potential future expansions.

NOVA is a midsize producer of petrochemical products, most notably
ethylene, polyethylene, and related derivatives.  For the 12 months
ended Sept. 30, 2014, the company reported revenue and Standard &
Poor's adjusted EBITDA of US$5.5 billion and US$1.4 billion,
respectively.

S&P's satisfactory business risk profile on NOVA primarily reflects
the company's favorable market owing to its structurally advantaged
cost position as a North American producer of ethylene and
polyethylene based on abundant shale gas-based ethane feedstock.
These strengths are partly offset by the inherent volatility and
cyclicality of the commodity chemicals sector and NOVA's relatively
limited product and operational diversity.

S&P expects NOVA to continue to benefit from robust industry
conditions for North American petrochemical producers owing to
ample low-cost ethane feedstock as a result of increasing shale gas
production, and solid polyethylene demand.  While lower crude
prices have reduced the oil-to-gas ratio thereby making
naptha-based production in other regions more viable, S&P expects
North American producers will continue to maintain a production
cost advantage relative to overseas competitors.  S&P expects this
operating environment to support high ethylene capacity use rates
in North America for at least the next few years.  However, S&P is
aware of the potential for significant capacity additions to
depress operating results in the coming years, particularly in 2017
and beyond.

The stable outlook reflects S&P's expectation that NOVA will
maintain credit measures commensurate with the rating despite
elevated capital spending levels, even after factoring in industry
cyclicality and the potential for increased shareholder
distributions.  S&P's base-case scenario assumes that the company
will maintain adjusted debt-to-EBITDA of less than 1.5x under
current market conditions and below 3x during an industry trough.

S&P could consider a downgrade if increased shareholder returns or
debt-funded acquisitions resulted in adjusted debt-to-EBITDA
weakening to a level meaningfully above 1.5x for a sustained period
of time.  This would reduce the buffer available to counter a
cyclical downturn.  S&P could also lower the ratings if market
conditions deteriorated to such an extent that NOVA's adjusted
debt-to-EBITDA appeared likely to increase to more than 3x on a
sustained basis.

The key constraint to an upgrade is the potential for increased
leverage as a result of higher shareholder distributions.  S&P
could consider an upgrade if NOVA's management and owner clearly
articulated a financial policy that supported the maintenance of
credit measures that S&P believed would support adjusted
debt-to-EBITDA of less than 3x under trough conditions.  S&P could
also raise the rating if it believes the company is likely to
experience lower earnings volatility in the future either as a
result of recent operational improvements or if market conditions
are closer to what S&P views as a trough rather than a peak.  If
this were to occur, S&P could reconsider its expectation for
cash-flow volatility possibly leading to an upgrade.



O.W. BUNKER: Seeks More Time to Decide on Unexpired Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut is set to
hold a hearing on March 10 to consider the request of O.W. Bunker
Holding North America Inc. to extend the deadline to assume or
reject its nonresidential real property leases.

O.W. Bunker filed a motion last month to extend the deadline to
June 12.  The deadline expires on March 13.

                          About O.W. Bunker

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.

On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker
Supply & Trading A/S in an in-court restructuring procedure with
the probate court in Aalborg, Denmark.  By Nov. 7, 2014, the Danish
entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark
A/S, and Dynamic Oil Trading A/S) were placed under formal Danish
bankruptcy (liquidation) proceedings in the Aalborg probate court.

The company declared bankruptcy following its admission that it had
lost US$275 million through a combination of fraud committed by
senior executives at its Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and O.W.
Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case
Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal is
the financial advisor.

The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.


ONE FOR THE MONEY: Wants Court to Set April 15 as Claims Bar Date
-----------------------------------------------------------------
One For The Money LLC asks the Hon. Shelley C. Chapman of the U.S.
Bankruptcy Court for the Southern District of New York to set April
15, 2015, as deadline for creditors to file proofs of claim.

The Debtor, as part of its reorganization, finds it essential to
determine and fix its liabilities so as to analyze potential claims
and its classification, which will, in turn, further facilitate the
Debtor's proposed plan of reorganization.  The Debtor has filed
schedules of assets and liabilities and statement of financial
affairs with the Bankruptcy Court.  In order for it to properly
proceed with a plan of reorganization, creditors be advised that
they must file their claims by a specific time.  

The Debtor contends that an order setting the last day for filing
claims is essential for proper administration of the case.

One For The Money, LLC, sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 15-10188) in Manhattan on Jan. 28, 2015,
without stating a reason.  The petition was signed by Anthony M.
Marano as managing member.  The Debtor is owned by the Maranos and
the Galassos.  The largest shareholder is Anthony C. Marano, who
owns 42%.  The Debtor reported $12,500,000 in total assets, and
$15,927,306 in total liabilities.

Jonathan S. Pasternak and the law firm of DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, in White Plains, New York, has
been tapped as counsel.

The Debtor's Chapter 11 plan is due by Nov. 24, 2015.


ONEMAIN FINANCIAL: Moody's Puts 'B2' CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the B2 corporate family rating of
Springleaf Holdings, Inc. and the B2 senior unsecured rating of
operating subsidiary Springleaf Finance Corporation on review for
downgrade following the company's announcement that it will acquire
OneMain Financial Holdings, Inc. from Citigroup, Inc. for $4.25
billion in an all-cash transaction.  Moody's also placed OneMain's
B2 corporate family and senior unsecured ratings on review for
downgrade.

The rating action reflects the pending transaction's several risks
to Springleaf's bondholders including: 1) increased leverage; 2)
weakened liquidity; and 3) integration complexity given the size of
the acquisition.

Moody's estimates that Springleaf's leverage, measured as debt to
tangible equity, could increase substantially on a pro-forma basis
from 4x at Sep. 30, 2014.  Likewise, the company's balance sheet
leverage, measured as tangible common equity to tangible managed
assets, will weaken substantially from approximately 20% at Sep.
30, 2014 to below 4%, as estimated by Moody's, assuming no change
in the company's capital structure.  The deterioration in leverage
metrics would result from the additional borrowing of approximately
$1 billion that Springleaf is contemplating at the time of the
acquisition and from the assumption of OneMain's debt, as well as
from a large amount of goodwill due to the $2 billion purchase
price premium.  The small size of Springleaf's pro forma tangible
equity buffer would indicate limited loss-absorption capacity.

Springleaf's liquidity profile will materially weaken after the
transaction given that the company intends to fund the entire $4.25
billion acquisition with cash on hand, which Moody's estimates to
be approximately $4 billion.  Post-acquisition, Springleaf's
primary source of liquidity will be availability under secured
warehouse conduit facilities, as well as proceeds from a potential
sale or financing of remaining non-core real estate loans totaling
approximately $1 billion.  With the purchase of OneMain, Springleaf
will get access to the additional pool of unencumbered assets that
could be securitized, subject to market conditions.  In 2015,
Springleaf also faces approximately $800 million of unsecured debt
maturities that it will need to manage through its remaining liquid
resources or through future capital markets access, exposing the
firm to refinancing risk.

Moody's also believes that the size of the business combination
will result in integration risks that could be disruptive to the
combined company's operational stability until the transition is
completed. Measured on a loan portfolio basis, OneMain is
substantially larger than Springleaf, with OneMain's loan portfolio
of $8.3 billion being more than twice the size of Springleaf's core
loan portfolio of $3.6 billion at Sep. 30, 2014.  Post-acquisition,
the combined entity will be run as separate companies until the
planned integration commences in mid-2016.  At that point,
Springleaf will begin integrating the systems and facilities and
consolidating some of the branches.  The company expects to incur
approximately $250 million of acquisition-related costs.  Moody's
also notes that the complementary strategies and locations of the
two companies could drive growth and performance improvements in
coming periods that strengthen franchise positioning if the
integration is effectively managed.  Scheduled to close in the
third quarter of 2015, the acquisition is subject to regulatory
approvals and other conditions.

Moody's review will assess the adequacy of the combined entity's
capital and liquidity/funding profile, the costs and timelines
associated with integration efforts, and potential implications for
franchise positioning and operating performance stemming from the
transaction.

Downward rating pressure could emerge if Moody's believe that
Springleaf's balance sheet leverage, measured as tangible common
equity to tangible managed assets is expected to remain below 4%
for an extended period.  The ratings could also be downgraded if
the company does not maintain sufficient liquidity buffer
commensurate with the heightened liquidity risk stemming from a
large acquisition that might require additional unforeseen
expenses, beyond the day-to-day operating and financing needs.  The
ratings could be downgraded if the integration results in higher
than anticipated operating costs, or if performance of the combined
entity fails to meet expectations.

Ratings could be affirmed if Springleaf improves its balance sheet
leverage, measured as tangible common equity to tangible managed
assets, to above 4% within a short timeframe, if it builds a
sufficient liquidity buffer commensurate with the heightened
liquidity risk stemming from a large acquisition, and if
integration of OneMain is executed according to expectations.

Springleaf Holdings, Inc.:

  -- Corporate Family: B2 rating placed on review for downgrade

  -- Senior Unsecured Shelf: (P)Caa1 rating placed on review for
     downgrade

  -- Subordinated Shelf: (P)Caa2 rating placed on review for
     downgrade

  -- Junior Subordinated Shelf: (P)Caa3 rating placed on review
     for downgrade

The provisional ratings for each debt class for Springleaf
Holdings, Inc. are shown as non-backed (assuming no guarantee from
Springleaf Finance Corporation).  Should the debt securities issued
by Springleaf Holdings, Inc. be guaranteed by Springleaf Finance
Corporation, the ratings would be equalized with those of
Springleaf Finance Corporation.

Springleaf Finance Corporation:

  -- LT Issuer: B2 rating placed on review for downgrade

  -- Senior Unsecured: B2 rating placed on review for downgrade

  -- Senior Unsecured MTN Program: (P)B2 rating placed on review
     for downgrade

  -- Senior Unsecured Shelf: (P)B2 rating placed on review for
     downgrade

  -- Subordinated Shelf: (P)B3 placed on review for downgrade

  -- Junior Subordinated Shelf: (P)Caa1 placed on review for
     downgrade

AGFC Capital Trust I:

  -- Preferred Stock: Caa1(hyb) rating placed on review for
     downgrade

OneMain Financial Holdings, Inc.

  -- Corporate Family: B2 rating placed on review for downgrade

  -- Senior Unsecured: B2 rating placed on review for downgrade

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


PALM BEACH COMMUNITY: Seeks Court's Final Decree to Close Case
--------------------------------------------------------------
Palm Beach Community Church Inc. filed a final report and motion
for final decree closing its Chapter 11 case in the U.S. Bankruptcy
Court for the Southern District of Florida.

According to the Debtor, its plan of reorganization was confirmed
on Dec. 4, 2014.  The plan provided for a 100% dividend to
unsecured creditors.  The deposit required by the plan has been
distributed and all matters to be completed upon the effective date
of the confirmed plan have been fulfilled or completed.  There are
no longer any pending adversary proceedings or contested matters
which would affect the substantial consummation of this case, the
Debtor adds.

The Debtor says all administrative claims and expenses have been
paid in full, or appropriate arrangements have been made for the
full payment.

                     About Palm Beach Community

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.

Palm Beach Community Church won permission to employ Robert C. Furr
and the law firm of Furr and Cohen, P.A., as attorney; and Roy
Wiley and Covenant Financial, Inc. dba SmartPlan Financial Services
as accountants.

In December 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.

On Dec. 4, 2014, the Bankruptcy Court confirmed Palm Beach
Community Church, Inc.'s Third Amended Plan of Reorganization;
named Robert C. Furr, Esq., as disbursing agent; and scheduled a
status conference on Feb. 19, 2015 at 2:00 p.m.

The Third Amended Plan proposes to pay creditors from the Debtor's
funds on hand, revenue from its preschool, Lease Agreements,
revenues from the Borland Center, tithing and other donations from
the Church members.  The Plan also provides for the payment of
administrative claims to be paid in full on the Effective Date of
the Plan with respect to any such claim.


PARK AT LAX: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Park at LAX, Inc.
        11220 Hindry Ave.
        Los Angeles, CA 90045

Case No.: 15-13194

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 3, 2015

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

Judge: Hon. Richard M Neiter

Debtor's Counsel: Andrew S Bisom, Esq.
                  THE BISOM LAW GROUP
                  8001 Irvine Center Drive, Ste. 1170
                  Irvine, CA 92618
                  Tel: 714-643-8900
                  Fax: 714-643-8901
                  Email: abisom@bisomlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Susan Shilleh, president.

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


PEABODY ENERGY: S&P Assigns 'BB+' Rating on $1BB 2nd Lien Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating to Peabody Energy Corp.'s contemplated $1
billion second-lien debt.  S&P notes, however, that relatively
modest increases in the size of the second-lien offering could push
the projected recovery below the 90% threshold for a '1' recovery
rating.  If the offering is upsized, S&P will revisit its recovery
analysis and may need to revise recovery and issue-level ratings.

The expanded collateral package, together with the introduction of
second-lien debt into the capital structure, weighs on recovery
prospects for Peabody's senior unsecured notes.  As a result, S&P
has revised the recovery rating on the senior notes to '5' (upper
half of 10% to 30% range) from '4'.  In line with S&P's notching
guidelines for a '5' recovery rating, the issue-level rating on the
notes has been lowered to 'B+' from 'BB-'.  At the same time, S&P
is raising its issue-level rating on the company's first-lien debt
to 'BB+' from 'BB' following a revision of the recovery rating to
'1' from '2'.

S&P also affirmed its 'BB-' corporate credit rating on Peabody. The
outlook is negative.  The issue rating for junior subordinated debt
remains unchanged at 'B-'.

In S&P's view, it has become clearer that industry operating
conditions in 2015 will remain similar to last year, if not
slightly weaker.  S&P continues to believe a recovery in
metallurgical (met) coal prices will be delayed until at least the
latter portion of 2016.

"The negative outlook is based on our assumption that coal prices
will remain depressed for at least another year.  As a result, we
expect leverage to remain around 7x through 2015," said Standard &
Poor's credit analyst Chiza Vitta.  "There is also a possibility
that the company may not be able to maintain a 30% EBITDA cushion
for its interest coverage covenant in 2016, which could affect the
strong liquidity assessment that currently provides a one notch
improvement to the credit rating."

S&P could lower the rating if it no longer considered liquidity to
be strong.  This could happen if the cushions relating to secured
debt leverage or interest coverage covenants dropped below 30%.

S&P would revise its outlook back to stable if coal prices improve
more quickly than S&P currently anticipates or if the company is
able to cut costs and take other measures such that leverage drops
below 5x while maintaining strong liquidity.



PORTER BANCORP: Holds Special Shareholders Meeting
--------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, held its special
meeting of shareholders on Feb. 25, 2015, at which the
shareholders:

  (a) approved the issuance of common shares, as required by the
      NASDAQ rules, to permit the conversion of convertible
      preferred shares issued in the exchange transaction into
      4,053,600 Common Shares and 6,458,000 Non-Voting Common
      Shares;

  (b) approved an amendment to provisions governing conversion of
      the Non-Voting Common Shares into Common Shares to conform
      to the policy of the Federal Reserve Board and reset the
      conversion ratio so that each Non-Voting Common Share is
      convertible into one Common Share; and

  (c) authorized the Board of Directors to increase the number of
      Common Shares and Non-Voting Common Shares that Porter
      Bancorp is authorized to issue, up to the number approved by
      shareholders in 2012, on an "as-needed" basis.

The number of shares that the Corporation is authorized to issue
was increased from 19,000,000 Common Shares to 28,000,000 Common
Shares and from 1,380,437 Non-Voting Common Shares to 7,200,000
Non-Voting Common Shares.

The following four Series of the Corporation's Preferred Shares
were retired in accordance with their respective terms: (i) Fixed
Rate Cumulative Perpetual Preferred Stock, Series A; (ii)
Cumulative Mandatory Convertible Perpetual Preferred Stock, Series
B; (iii) Non-Voting Mandatorily Convertible Preferred Stock, Series
C; and (iv) Cumulative Mandatory Convertible Perpetual Preferred
Stock, Series D.

The dates for payment of semi-annual dividends on the Corporation's
Non-Voting, Noncumulative, Non-Convertible Perpetual Preferred
Stock, Series E and Non-Voting, Noncumulative, Non-Convertible
Perpetual Preferred Stock, Series F were set as
April 1 and October 1 of each year, beginning on April 1, 2015.

In comments made at the meeting, John T. Taylor, president and CEO
of Porter Bancorp, Inc., stated, "We are pleased our shareholders
approved the proposals at today's meeting.  With these approvals,
we can complete the previously announced transaction in which we
were able to retire our Series A Preferred stock and Series C
Preferred stock in exchange for newly issued common and preferred
stock.  The net effect of the exchange transaction increased our
total shareholders' equity by approximately $7.4 million, increased
our common shareholders' equity by approximately $42.9 million, and
our total issued and outstanding common and non-voting shares now
total approximately 25.4 million."

"Shareholder approval was required by NASDAQ for the issuance of
the new shares.  We are pleased to announce that 93.7% of Porter
Bancorp's shareholders voting on the proposal were in favor of the
transaction.  We believe this exchange transaction and shareholder
approval represent an important step in strengthening our capital
position and is consistent with our plans to improve our capital
ratios.  We also believe the participation of our directors in the
exchange highlights their confidence in Porter Bancorp's future,"
concluded Taylor.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

During the first nine months of 2014, the Company reported a net
loss attributable to common shareholders of $8.8 million, compared
with net loss attributable to common shareholders of $2.4 million
for the first nine months of 2013.  The increase in 2014 compared
to 2013 is primarily attributable to an increase in provision for
loan losses expense, coupled with a decrease in net interest
income and non-interest income.  At Sept. 30, 2014, the Company
continued to be involved in various legal proceedings in which it
disputes the material factual allegations.  After conferring with
its legal advisors, the Company believes it has meritorious
grounds on which to prevail.

"If we do not prevail, the ultimate outcome of any one of these
matters could have a material adverse effect on our financial
condition, results of operations, or cash flows," the Company
said.  The Company added that these matters create substantial
doubt about its ability to continue as a going concern.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $11.2 million on $29.7 million of net interest income compared
to a net loss of $1.58 million on $32.08 million of net interest
income during the prior year.

As of Dec. 31, 2014, the Company had $1.01 billion in total assets,
$985 million in total liabilities and $33.5 million in total
stockholders' equity.


POWERMINN 9090: Receiver to Sell Assets; BoNY Bids $225MM
---------------------------------------------------------
Lighthouse Management Group Inc., receiver for Powerminn 9090 LLC,
said it will hold a private sale, free of all liens and interest,
of certain assets comprising a 55 megawatt poultry-litter and other
biomass fueled electric generating facility located in Benson,
Minnesota, and all interests in the real property on which its is
situated.  The Bank of New York Mellon et al. have offered a credit
bid of not less than $225 million for the property subject to
approval by the Swift County District Court.

Lighthouse Management has filed a motion seeking the District
Court's approval of the proposed sale.  A hearing is set for March
25, 2015, at 10:00 a.m., before the Hon. Rodney Hanson at Swift
County Courthouse, 301 14th Street North in Benson, Minnesota.
Objections, if any, are due March 16, 2015, at 4:30 p.m. (CST).

Lighthouse Management retained as counsel:

  Elizabeth Hulsebos, Esq.
  Dorsey & Whitney LLP
  50 South Sixth Street, Suite 1500
  Minneapolis, MN 55402
  Tel: 612-492-6919
  Email: hulsebos.elizabeth@dorsey.com


PULSE ELECTRONICS: To be Acquired by Affiliates of Oaktree
----------------------------------------------------------
Pulse Electronics Corporation has entered into a definitive
agreement with certain affiliates of investment funds managed by
Oaktree Capital Management, L.P., under which Oaktree will invest a
total of $17 million in Pulse and subsequently acquire 100% of the
outstanding shares of Pulse.  Pulse shareholders will be entitled
to receive $1.50 in cash for each share of common stock they hold
immediately prior to the closing of the merger.  The transactions
will result in Pulse becoming a private company, which will
continue to be led by Mark Twaalfhoven as chief executive officer.

Subject to the terms of the merger agreement, Oaktree will provide
(i) within 30 days, $8.5 million of new loans to Pulse, which will
be converted to common stock of Pulse at the closing of the
transactions, and (ii) at the closing of the transactions, an
additional amount of cash equal to $17 million less the principal
amount of those loans, in exchange for common stock of Pulse.  Upon
closing of the transactions, Oaktree will own over 80% of the
outstanding shares of Pulse common stock and will cause a wholly
owned subsidiary of Oaktree to be merged with and into Pulse in
accordance with the applicable provisions of Pennsylvania's
short-form merger statute, with Pulse surviving as a wholly owned
subsidiary of Oaktree.  The company currently expects the merger
will close in the second quarter of 2015.

The Pulse Board of Directors, acting on the recommendation of a
Special Committee of independent directors, unanimously approved
the transactions contemplated by the agreement, which are subject
to customary closing conditions.  The Special Committee of
independent directors was formed by the Board in October 2014 to
evaluate alternatives to address the company's ongoing liquidity
and capital needs, including a potential transaction with Oaktree.
Oaktree's representative on Pulse's Board recused himself from all
Board discussions and from the Board vote regarding the
transaction.

John Major, Chairman of Pulse's Board of Directors, said, "We are
extremely pleased to announce these transactions, which will vastly
strengthen Pulse's financial footing. This outcome is the result of
our Board's thorough review and evaluation of a number of financing
alternatives, which was led by a Special Committee of independent
directors.  We are also thrilled to be strengthening our
partnership with Oaktree, which is an extremely robust financial
partner and has contributed significantly to the business during
the three years we have worked together."

Mark Twaalfhoven, CEO of Pulse, said, "Since I assumed the CEO role
three months ago, I've been deeply inspired by the entire
organization's collective commitment to our goal of providing our
global customer base with the highest quality products and
capabilities.  This transaction will strengthen Pulse's ability to
execute on this goal by enabling critical investments to further
enhance our application-specific products and manufacturing base,
as well as optimizing our corporate structure.  We also are very
pleased to continue our relationship with Oaktree, whose investment
is a great vote of confidence in Pulse's ability to deliver
profitable growth."

Bruce Karsh, co-chairman and chief investment officer of Oaktree
Capital, added, "We are excited about the opportunity to support
and work closely with Mark and the management team as they execute
on Pulse's plans and goals.  We look forward to leveraging the
company's strengths as we move into the next phase for Pulse."

Dentons US LLP is acting as counsel to Pulse.  Paul, Weiss,
Rifkind, Wharton and Garrison LLP is acting as counsel to Oaktree.
The Pulse Special Committee was advised by Latham & Watkins LLP as
counsel and Houlihan Lokey Capital, Inc. as financial advisor.

In connection with the execution of the Merger Agreement, the
Company is seeking the written consent of the lenders under that
certain Credit Agreement, dated as of Feb. 28, 2008, as amended and
restated several times, among the Company, Pulse Electronics
(Singapore) Pte Ltd, the lenders party thereto and Cantor
Fitzgerald Securities, as Administrative Agent.

Pursuant to the Consent, the Lenders are being asked, among other
things, to consent to the Company's execution of the Merger
Agreement and consummation of the transactions described therein or
contemplated thereby, and to waive the Company's compliance with
Section 7.11(a) (Maximum Secured Leverage Ratio) of the Credit
Agreement with respect to the 2015 test period end dates. Parent
has agreed to cause Lenders affiliated with Parent and/or Oaktree
(and holding a majority of the sum of the Company's outstanding
term loans under the Credit Agreement) to provide such waivers and
consents.

A full-text copy of the Investment Agreement and Agreement and Plan
of Merger is available at http://is.gd/Qe5DUd

                      About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.

As reported by the TCR on July 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.

Pulse Electronics reported a net loss of $27.02 million on
$356 million of net sales for the year ended Dec. 27, 2013, as
compared with a net loss of $32.09 million on $373 million of net
sales for the year ended Dec. 28, 2012.

The Company's balance sheet at Sept. 26, 2014, showed $179 million
in total assets, $250 million in total liabilities, and a
$71.5 million shareholders' deficit.


QUEST SOLUTION: Ian McNeil Joins Board of Directors
---------------------------------------------------
Quest Solution has appointed Ian R. McNeil to the Board of
Directors effective Feb.26, 2015.  McNeil will serve on Quest's
audit and compensation Committee.

In connection with his appointment to the Board, Mr. McNeil will
receive (i) $3,000 per quarter as Board compensation and (ii)
36,000 stock options granted at the Company's current stock price,
which vest over a three-year term.

Mr. McNeil is the co-founder of Brennan Capital Partners, LLC, a
boutique consulting firm focusing on private, high-growth
companies, founded in 2010.  From 2005 until joining Brennan
Capital Partners, LLC, Mr. McNeil was the chairman and chief
executive officer of Searchlight Minerals Corp., a mineral
exploration company.  From 2003 to 2005, Mr. McNeil served as the
president of Nanominerals Corp., a precious metal exploration and
development company.  Since 2003, Mr. McNeil, through McNeil
Consulting Group LLC, has provided consulting services to
high-growth companies in the mineral exploration, consumer finance,
telecommunications, consumer goods, technology and digital media
industries.  Mr. McNeil received his Bachelor of Commerce Degree
from the University of Victoria, in Victoria, British Columbia,
Canada.

"We are excited to add Mr. McNeil to our diverse leadership team,"
stated Jason Griffith, CEO, Quest Solution.  "Ian brings a specific
and unique skill-set to Quest and we expect to fully leverage his
relationships and expertise as we go forward."

"It is an honor to join this dynamic group and I look forward to
becoming an integral part of the continued growth and success of
the company," stated McNeil.  "The Company has transformed itself
via its recent, synergistic acquisition of BCS Solutions into a
proven technology provider with a deep footprint in established
verticals and an array of new multi-channel revenue possibilities
ahead."

              To Present at 27th Annual ROTH Conference

Jason Griffith, CEO, will present at the 27th Annual ROTH
Conference at 5 p.m. PT, on Monday, March 9, 2015, Track 4, Salon
4.  The conference will be held March 8-11, 2015, at The Ritz
Carlton, 1 Ritz Carlton Drive, Dana Point, CA.  Quest Solution
management will be available during the day on March 9 for
one-on-one meetings.  Please contact your ROTH representative to
schedule a meeting.

The Company's group presentation will be available for the public
to access at http://wsw.com/webcast/roth29/ques. This webcast will
be archived for 90 days following the live presentation.

               About the 27th Annual ROTH Conference

This conference is one of the largest of its kind in the U.S.
Following the success of previous years' events, the ROTH
Conference, with close to 500 participating companies and over
3,000 attendees, will feature presentations from hundreds of public
and private companies in a variety of sectors including Business
Services, Cleantech & Solar, Consumer, Industrial Growth,
Healthcare, Resources, Retail & E-Commerce and Technology & Media.
ROTH combines company presentations, Q&A sessions, expert panels
and management one-on-one meetings to provide institutional clients
with extensive interaction with senior management to gain in-depth
insights into each company.  This conference is by invitation only.
For more information, please contact conference@roth.com or your
ROTH representative at (800) 933-6830.

                        About Quest Solution

Quest Solution (formerly known as Amerigo Energy, Inc.) is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions.  The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services.  The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references.  Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.

Amerigo Energy reported a net loss of $1.12 million in 2013
following a net loss of $191,000 in 2012.

L.L. Bradford & Company, LLC, Las Vegas, NV, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit that raises substantial doubt about its
ability to continue as a going concern.


RACING SERVICES: N.Dakota Must Return Money, 8th Cir. Says
----------------------------------------------------------
The state of North Dakota, the North Dakota Racing Commission, and
three special funds administered by the commission took an appeal
from a district court decision reversing the bankruptcy court's
grant of summary judgment to the state against PW Enterprises, Inc.
(PWE), the largest non-governmental creditor of Racing Services,
Inc. (RSI), formerly a state-licensed horse racing simulcast
service provider.

After RSI filed bankruptcy, PWE derivatively brought the suit on
behalf of all creditors to recover the money the state collected
from RSI as taxes on parimutuel account wagering.

On appeal, the district court concluded "[t]he money collected from
RSI in the form of taxes on account wagering must be returned to
the bankruptcy estate" because North Dakota law did not authorize
the state "to collect taxes on account wagering during the time
period in question."

In a Feb. 20, 2015 order available at http://is.gd/yiMNjSfrom
Leagle.com, the U.S. Court of Appeals for the Eighth Circuit
affirmed the judgment of the district court and remanded to the
bankruptcy court for the calculation of the amount of unauthorized
taxes the state must return to the bankruptcy estate.

The appeals case is In re: Racing Services, Inc. Debtor. PW
Enterprises, Inc., a Nevada corporation Appellee v. State of North
Dakota, a governmental entity; North Dakota Racing Commission, a
regulatory agency; North Dakota Breeders Fund, a special fund;
North Dakota Purse Fund, a special fund; North Dakota Promotions
Fund, a special fund Appellants, Case No. 14-1077.

Racing Services filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Del. 04-_____) on Feb. 3, 2004.  On Feb. 12, 2004, the
case was transferred to the U.S. Bankruptcy Court for the District
of North Dakota (Bankr. N.Dak. Case No. 04-30236).  On June 15,
2004, RSI's bankruptcy case was converted from Chapter 11 to
Chapter 7, and Kip Kaler was appointed as the Chapter 7 trustee.


RADIOSHACK CORP: Ch 11 Trustee Blocks $2MM Retention Bonus Plan
---------------------------------------------------------------
Lance Murray at Dallas Business Journal reports that a trustee in
the Chapter 11 bankruptcy case of RadioShack Corporation has
objected to the Company's proposed $2 million retention bonus plan
for eight executives.

According to Reuters, the Chapter 11 trustee said the plan would
simply reward the executives for staying put and that they would
not have to improve the Company to be paid.  Business Journal says
that the executives only would have to stay until the sale of 2,000
stores this month.

                   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.


RANCH 967: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ranch 967 LLC
        1604 Bridgeway
        Austin, TX 78704

Case No.: 15-10314

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 3, 2015

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

Judge: Hon. Tony M. Davis

Debtor's Counsel: Eric J. Taube, Esq.
                  HOHMANN TAUBE & SUMMERS, LLP
                  100 Congress Ave, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  Email: erict@hts-law.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Frank J. Carmel, managing member.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Coats Rose                           Legal Fees        $102,615

N-Hays Investors I, LP              Purchase Money     $100,000

Lone Star Siteworks                   Services          $59,547

McLean Bobcat                         Services          $40,000

ACI Consulting Group LLC              Services          $12,800

Marketing Matters                     Services           $8,873

Tribeza Advertising                   Services           $7,200

Bosse Associates                      Services           $5,400

Giles Parscale Advertising            Services           $5,011

Lloyd Gosselink, Attorneys at Law    Legal Fees          $3,683

Trinidad                              Services           $2,890

Art Office                            Services             $730

Garden Design Studio                  Services             $340

Tim Riley                             Services               $0

Carlotta McLean                       Services               $0


REDFIELD SUITES: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Redfield Suites, LLC
        219 Redfield Pkwy, #204
        Reno, NV 89509

Case No.: 15-50277

Chapter 11 Petition Date: March 3, 2015

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Alan R Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $2.22 million

Total Liabilities: $3.63 million

The petition was signed by John Masquelier, partner.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-50277.pdf


REVEL AC: L.A. Developer Offers to Buy Former Casino Hotel
----------------------------------------------------------
The Associated Press reported that Los Angeles developer Izek
Shomof has made an 11th-hour bid to buy Atlantic City's former
Revel Casino Hotel, offering to buy the casino for $80 million.

According to the AP, Mr. Shomof's offer was tucked away in a
bankruptcy court filing made by business tenants of the former
casino objecting to the proposed sale to Glenn Straub's Polo North
Country Club.

The Troubled Company Reporter previously reported that Revel has
struck a new $82 million deal to sell its beleaguered Atlantic City
resort to Mr. Straub, after their previous sale agreement, valued
at $95.4 million fell through.

Revel was allowed by the bankruptcy court to terminate the sale of
its casino to Polo North following Polo North's request for an
extension of the Feb. 9 sale closing date, because numerous
conditions to closing remain unresolved.  Polo North said in court
papers that before it can or should be compelled to close, there
should and must be (i) a full adjudication of ACR Energy's, IDEA
Boardwalk's and the restaurant Amenity Tenants' possessory rights,
if any, in the property; (ii) a full adjudication on the pending
motions pertaining to ACR's rights to disconnect and shut off power
to the Revel building; (iii) receipt by Polo North of its Gaming
Approvals; and (iv) satisfaction of each of the title conditions
contained in the title commitment so that Polo North receives clear
and marketable title to the properties that are the subject of the
Polo North APA.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014,
to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


RIENZI & SONS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Rienzi & Sons, Inc.
        18-81 Steinway Street
        Astoria, NY 11105

Case No.: 15-40926

Chapter 11 Petition Date: March 3, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Vincent J Roldan, Esq.
                  Michael J. Sheppeard, Esq.
                  BALLON STOLL BADER & NADLER P.C.
                  729 Seventh Avenue, 17th Floor
                  New York, NY 10017
                  Tel: 212-575-7900
                  Email: vroldan@ballonstoll.com
                         msheppeard@ballonstoll.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Michael Rienzi, president.

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


ROAD INFRASTRUCTURE: Moody's Alters Outlook to Negative
-------------------------------------------------------
Moody's Investors Service affirmed Road Infrastructure Investment
LLC's B2 corporate family rating and B2-PD probability of default
rating, but revised the outlook to negative.  Moody's also affirmed
the B1 rating on Road's first lien senior secured credit facilities
and the Caa1 rating on its second lien senior secured credit
facility.  The negative outlook reflects the expectation that
Road's leverage will remain elevated over the next three quarters
following lower than anticipated operational results after
increasing debt in early 2014.  The increased debt funded a $149
million levered dividend to Road's equity owners combined with the
$84 million acquisition of Eberle Design, Inc.

"Road's negative outlook reflects the elevated leverage and risk
that the rating could be downgraded unless operating performance
improves and costs are reduced by the end of 2015," said Lori
Harris, AVP at Moody's Investors Service.

Affirmations:

Issuer: Road Infrastructure Investment, LLC

  -- Corporate Family Rating, Affirmed B2

  -- Probability of Default Rating, Affirmed B2-PD

  -- Senior Secured 1st Lien Bank Credit Facility, Affirmed
     B1(LGD3)

  -- Senior Secured 2nd Lien Term Loan, Affirmed Caa1(LGD5)

Outlook Actions:

  -- Changed To Negative From Stable

Road's B2 CFR reflects its solid EBITDA margins between 12%-15%,
broad geographic manufacturing footprint, and longstanding
relationships with its customers.  In support of the rating, the
majority of Road Infrastructure's revenue is generated from
maintenance spending, which limits the government's ability to
eliminate projects or cut spending.  While the company has
maintained a stable customer base, the government bidding process
could hinder future growth potential.  The ratings are further
supported by Road Infrastructure's leading positions in the traffic
paint and thermoplastic segments which Moody's estimates to be
several times larger than that of Road's closest competitors.

Pressuring the rating is the companies high leverage (8.9x Debt to
EBITDA as of September 2014), which resulted from lower than
expected profitability in 2014, largely due to increases in
selling, general and administrative expenses.  Unless Road can
address this issue and return reported EBITDA, adjusted for
extraordinary expenses (excludes management fees or other
non-recurring expenses), to the $85 million range in 2015, Moody's
would likely lower its rating by a notch.  Furthermore, Road does
not have flexibility to increase its leverage or make further
acquisitions prior to de-levering without incurring a downgrade to
its CFR.  Other constraining factors to the rating are the
company's size (revenues), limited product diversity, dependency on
government funding, and significant seasonality of revenues.  Road
is expected to draw on its revolver to meet seasonal working
capital demands to support the peak second and third quarters
selling season.

The negative outlook incorporates Moody's expectation that leverage
will remain elevated, but that the company will generate positive
free cash flow, which will cover debt service, capex, and result in
modest debt reduction over time.  The ratings have limited upside
due to Road's heavy debt burden and elevated leverage, but the
ratings could be upgraded if leverage declined below 5.0x on a
sustained basis.  Conversely, the ratings could be downgraded if
the company fails to generate positive free cash flow annually and
leverage (debt/EBITDA) is not on pace to achieve 6.5x by the end of
2015.

Road Infrastructure Investment, LLC, headquartered in Thomasville,
NC, is a producer of pavement and safety marking products primarily
for the highway safety market. Road is the largest global provider
of pavement markings and maintains the top market position in each
of its key product lines; traffic paint, thermoplastics, preform,
and raised pavement markers.  The company operates 15 manufacturing
facilities in 4 continents.  The $84 million Eberle acquisition
added electronic controls for traffic, access, and rail industries,
bringing Road a new technology line and $10 million in expected
annual EBITDA.  The company's revenues were approximately $515
million for the twelve months ended Sep. 31, 2014.  Road is owned
by private equity funds managed by Brazos Private Equity Partners,
LLC, the Anderson family, management, and other passive minority
investors.

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.


ROBERT COLEMAN: Needler Directed to Explain Representation Status
-----------------------------------------------------------------
Robert Coleman took an appeal from an order of the U.S. Bankruptcy
Court for the Western District of Wisconsin that dismissed his
Chapter 11 bankruptcy petition. On Feb. 10, 2015, the Wisconsin
federal district court received a "Motion by Appellants William L.
Needler and William L. Needler and Associates Ltd. to Dismiss
Appeal." The court was concerned that Coleman had not actually
authorized the motion to dismiss, the court ordered Coleman (or his
attorney, William L. Needler) to provide a revised motion that
indicated that Attorney Needler was, in fact, acting on Coleman's
behalf.

The Court received a reply on Feb. 18, but the court's concerns
were not addressed.  The "amended motion" again refers to William
L. Needler and William L. Needler and Associates Ltd. as
appellants, although this time the motion at least adds Coleman as
an appellant as well.  The court is even more concerned with the
filing of a "consent form" was attached to the motion, which states
that Coleman consents to dismissing this appeal.  The form is
however unsigned and a note is indicated that the filing party had
been unable to obtain Coleman's signature for the consent.

In light of the events, the Court gave Attorney Needler 10 days to
inform the court of the status of his representation. In addition
to any narrative explanation for his actions, Attorney Needler must
provide a declaration from Coleman that indicates: (1) whether
Coleman authorized Attorney Needler to file this appeal in the
first place; (2) whether Coleman currently wishes to pursue this
appeal; and, if so, (3) whether Coleman wishes for Attorney Needler
to continue to represent him in this appeal. Coleman's declaration
must be signed, in ink; an electronic signature is unacceptable,
the judge said.

A copy of the District Court's Feb. 20, 2015 Order is available at
http://is.gd/KxtBvBfrom Leagle.com.

The case is ROBERT COLEMAN, Plaintiff-Appellant, v. U.S. TRUSTEE'S
OFFICE, SPENTA ENTERPRISES, INC., and HOSHANG R. KARANI,
Defendants-Appellees, (W.D. Wis.).

Robert Coleman, Appellant, represented by Willliam Lowell Needler,
William L. Needler and Associates, Ltd..

U.S. Trustee's Office, Appellee, represented by Debra L. Schneider,
U.S. Trustee's Office.

Spenta Enterprises, Inc., Appellee, represented by Joseph E. Cohen,
Cohen & Krol & Elmer Philip Groben, III, Cohen & Krol.

Hoshang R. Karani, Appellee, represented by Joseph E. Cohen, Cohen
& Krol & Elmer Philip Groben, III, Cohen & Krol.


ROBERTSON/KRAUS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robertson/Kraus, LLC
        1330 N Dutton Ave, # 200
        Santa Rosa, CA 95401-4646

Case No.: 15-10229

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 3, 2015

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Hon. Thomas E. Carlson

Debtor's Counsel: Allan J. Cory, Esq.
                  LAW OFFICE OF ALLAN J. CORY
                  740 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 527-8810
                  Email: cory@sonic.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bodhi Kraus, managing member.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-10229.pdf


S.B. RESTAURANT: Gets Approval to Terminate Rust as Claims Agent
----------------------------------------------------------------
S.B. Restaurant Co. received approval from U.S. Bankruptcy Judge
Erithe Smith to terminate the employment of Rust Consulting Omni
Bankruptcy.

Rust, a division of Rust Consulting Inc., has served as noticing,
claims and balloting agent of S.B. Restaurant and its affiliated
debtors.

                  About S.B. Restaurant Co.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13778) on June
17, 2014, in Santa Ana, California.  The case is assigned to Judge
Erithe A. Smith.

The Debtors' counsel is Jeffrey N. Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' chief restructuring officers are from
Deloitte Transactions & Business Analytics LLP, while their
investment banker is Mastodon Ventures, Inc.  The Debtors' noticing
claims and balloting agent is Rust Consulting Omni Bankruptcy.

An official committee of unsecured creditors was appointed in the
case of S.B. Restaurant Co. Debtors' cases.  The panel comprises of
(1) General Growth Properties Inc., c/o Julie Minnick Bowden of
Chicago, IL; (2) The Macerich Company, c/o Bill Palmer of
Pittsford, NY; and (3) Global Media Group c/o Mark Torres of Rancho
Santa Margarita, CA.  The Committee retained Cooley LP as its
counsel.


SCH CORP: 3rd Cir. Vacates District Court Ruling on NCG Deal
------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit, for the second
time, addressed an appeal filed by the "CFI Claimants" with respect
to post-confirmation bankruptcy proceedings arising out of the
Chapter 11 bankruptcy of Debtors SCH Corp., American Corrective
Counseling Services, Inc., and ACCS Corp.

The District Court had affirmed the order of the Bankruptcy Court
granting the motion filed by appellee Carl Singley, the Debtors'
disbursing agent, litigation designee, and responsible officer, to
approve the settlement he reached with the plan funder, National
Corrective Group, Inc. (NCG).

On review, the Third Circuit held that the purported settlement
really constituted a plan modification governed by 11 U.S.C. Sec.
1127.  

Accordingly, the Third Circuit held that it will vacate the
District Court's order and remand with instructions for the
District Court to vacate the Bankruptcy Court's order and to direct
the Bankruptcy Court to consider the purported settlement as a
request for a plan modification pursuant to Sec. 1127.

The case is In re: SCH CORP., et al., Debtors. v. CFI CLASS ACTION
CLAIMANTS, Appellant, Case No. 14-2888.

A copy of the Third Circuit's Feb. 24, 2015 Opinion is available at
http://is.gd/7fH8GSfrom Leagle.com.

Counsel for Appellant:

     Irv Ackelsberg, Esq.
     Howard I. Langer, Esq.
     LANGER, GROGAN & DIVER
     1717, Arch Street, Suite 4130
     The Bell Atlantic Tower
     Philadelphia, PA 19103

          - and -

     Christopher D. Loizides, Esq.
     LOIZIDES
     1225, King Street, Suite 800
     Wilmington, DE 19801
     E-mail: iackelsberg@langergrogan.com
             hlanger@langergrogan.com

Counsel for Appellee:

     Thomas H. Kovach, Esq.
     Anthony M. Saccullo, Esq.
     A.M. Saccullo Legal
     27, Crimson King Drive
     Bear, DE 19701
     E-mail: ams@saccullolegal.com

          - and -

     John D. McLaughlin, Jr., Esq.
     CIARDI, CIARDI & ASTIN
     1204 North King Street
     Wilmington, DE 19801


SHELBOURNE NORTH: Related Midwest Wants Chapter 11 Case Closed
--------------------------------------------------------------
Alby Gallun at Crain's Chicago Business reports that Related
Midwest, four months after taking over the Chicago Spire property,
has asked Bankruptcy Judge Janet Baer to close the Chapter 11 case
involving the site at Lake Shore Drive and the Chicago River.

Related Midwest, according to Crain's, has asked the Bankruptcy
Court to hear its motion to close the Spire case at a March 18
hearing.

Related Midwest said in court documents that the case generated
$2.2 million in legal fees.  Crain's relates that while contractors
and other secured creditors got all their money back, unsecured
creditors got $3.6 million -- about 71% of the $5.1 million in
claims they filed with the Bankruptcy Court.

                About Shelbourne North Water Street

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
(Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013.  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
effort.


SIBLING GROUP: Reports $1.09-Mil. Net Loss for Q4
-------------------------------------------------
Sibling Group Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $1.09 million on $570,000 of revenues for the three
months ended Dec. 31, 2014, compared to a net loss of $530,700 on
$nil of revenues for the same period in the prior year.

The Company's balance sheet at Dec. 31, 2014, showed $1.38 million
in total assets, $3.18 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company has limited revenues, has a working capital deficit of
$2.77 million and incurred a loss of $2.58 million for the recent
six months ended Dec. 31, 2014.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

A copy of the Form 10-Q is available at:
                              
                       http://is.gd/XOIeKH
                          
Sibling Group Holdings, Inc., focuses on providing services and
technology in the field of education.  It operates through two
divisions, Educational Management Organization (EMO) and
Technology and Services Group (TSG).  The EMO division intends to
provide school management services, primarily within the charter
school arena.  The TSG division focuses on the development and
deployment of software, systems, and procedures to enhance the
rate of learning in primary and secondary education.  The company
also offers online curriculum with 192 master courses for the K-12
marketplace.  In addition, it provides software to the public
school market that allows for communications between the teacher
and the students using blogging like functionality; and
professional development courses for teachers in the area of
special education.  The company was formerly known as Sibling
Entertainment Group Holdings, Inc. and changed its name to Sibling
Group Holdings, Inc. in August 2012.  Sibling Group Holdings, Inc.
was founded in 2010 and is based in Austin, Texas.

The Company reported a net loss of $1.48 million on $530,000 of
revenues
for the three months ended Sept. 30, 2014, compared with a net loss
of
$253,000 on $nil of revenues for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $1.75 million
in
total assets, $2.98 million in total liabilities,
and a stockholders' deficit of $1.23 million.


SILVERSUN TECHNOLOGIES: 5th Amendment to Form S-1 Prospectus
------------------------------------------------------------
SilverSun Technologies, Inc. has amended its Form S-1 registration
statement relating to the offering of 746,964 shares of its common
stock and warrants to purchase 373,482 shares of its Common Stock.


The warrant to purchase one share of Common Stock will have an
exercise price of $ [   ] per share (125% of the public offering
price of the Common Stock).  The warrants are exercisable
immediately and will expire five years from the date of issuance.
Currently, the Company's Common Stock is quoted on the OTCQB
Marketplace operated by the OTC Markets Group, under the symbol
"SSNT".  Currently, there is no market for the Company's warrants.
The last reported sale price of the Company's Common Stock on the
OTCQB on Feb. 27, 2015, was $5.35 per share.  On Feb. 4, 2015, the
Company effected a 1-for-30 reverse stock split of its outstanding
common stock.

A full-text copy of the amended prospectus is available at:

                         http://is.gd/LCEsdF

                           About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

Silversun Technologies posted net income of $323,000 on $17.4
million of net total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $1.23 million on $13.2 million of net
total revenues for the year ended Dec. 31, 2012.

As of Sept. 30, 2014, the Company had $5.12 million in total
assets, $4.89 million in total liabilities and $238,000 in total
stockholders' equity.


SIRIUS XM: Moody's Rates New $750MM Unsecured Notes 'Ba3'
---------------------------------------------------------
Moody's Investors Service assigned Ba3 to Sirius XM Radio Inc.'s
proposed $750 million senior unsecured notes.  Net proceeds from
the new notes will be used for general corporate purposes including
the repayment of advances under the company's unrated $1.25 billion
senior secured revolving credit facility ($635 million as of March
2, 2015) and share repurchases.  In addition, Moody's upgraded
instrument ratings on the company's senior unsecured notes to Ba3
reflecting the change in debt mix resulting in a lower percentage
of secured debt in the company's debt capital and Moody's
expectation that future debt issuances will further lower the
percentage of secured debt.  Moody's also affirmed the company's
Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating
and SGL-1 liquidity rating.  The rating outlook is stable.

Issuer: Sirius XM Radio Inc.

Assigned:

  -- NEW $750 million Senior Unsecured Notes: Assigned Ba3, LGD4

Affirmed:

  -- Corporate Family Rating: Affirmed Ba3

  -- Probability of Default Rating: Affirmed Ba3-PD

  -- Speculative Grade Liquidity Rating: Affirmed SGL - 1

  -- 5.25% sr secured notes due 2022 ($400 million outstanding):
     Affirmed Baa3, LGD1

Upgraded:

  -- 4.25% sr unsecured notes due 2020 ($500 million
     outstanding): Upgraded to Ba3, LGD4

  -- 5.875% sr unsecured notes due 2020 ($650 million
     outstanding): Upgraded to Ba3, LGD4

  -- 5.75% sr unsecured notes due 2021 ($600 million
     outstanding): Upgraded to Ba3, LGD4

  -- 4.625% sr unsecured notes due 2023 ($500 million
     outstanding): Upgraded to Ba3, LGD4

  -- 6.0% sr unsecured notes due 2024 ($1,500 million
     outstanding): Upgraded to Ba3, LGD4

Outlook:

Issuer: Sirius XM Radio Inc.

  -- Outlook is Stable

Sirius' Ba3 corporate family rating incorporates moderate leverage
(estimated 3.6x debt-to-EBITDA as of Dec. 31, 2014, including
Moody's standard adjustments and pro forma for the new notes) and
expectations for free cash flow of more than $1.1 billion, or more
than 20% of debt balances over the next 12 months despite the
increase in funded debt.  The company generates good EBITDA margins
and has high conversion to free cash flow, but the bulk of excess
cash has been directed to share buybacks. Since December 2012, the
company will have increased debt balances by roughly $2.4 billion
and boosted common stock repurchases to $4.3 billion under $6
billion of common share repurchase programs.  Despite the increase
in debt-to-EBITDA from 2.8x as of March 31, 2013, leverage ratios
along with other credit metrics remain within its Ba3 rating;
however, ratings are constrained by Moody's expectation that the
company will continue to fund share repurchases by increasing debt
balances to levels approaching its 4.0x reported leverage target.
Additionally, Moody's expects the pace of revenue growth to be
muted reflecting slower increases in the delivery of new
automobiles and by 1.8% - 1.9% monthly churn on a larger base of
subscribers.  Looking forward, free cash flow will be reduced
potentially by higher interest payments on growing debt balances
and by spending on satellite replacements beginning towards the end
of 2016 followed by increased tax payments when NOL's are exhausted
sometime in 2019.  Ownership by Liberty Media also presents event
risk given Liberty Media's track record for acquisitions and
shareholder friendly transactions.  The Ba3 CFR reflects Moody's
expectations that, despite the likelihood for higher debt balances
to fund distributions, the self-pay subscriber base and operating
performance of Sirius will be supported over the next 12 months by
sustained deliveries of light vehicles in the U.S. and by
subscriber additions from the used car segment.  Liquidity is
strong with good availability under the $1.25 billion revolving
credit facility and no significant debt maturities until 2017 when
the revolver expires.  Sirius has positioned itself for enhanced
financial flexibility, and notes issued since the beginning of 2013
are high yield-lite with no limitations on restricted payments nor
debt issuances.  Although the 5.25% notes issued in 2012 came with
a 3.50x leverage ratio incurrence test for restricted payments
(other than what was allowed under its builder basket and carve
outs) among other limitations, these notes were provided collateral
in 2014 and were upgraded to investment grade resulting in the
falling away of these incurrence tests.  In November 2013, Sirius
also formed a new holding company with the potential for being an
additional issuer of debt.

The upgrade in the instrument ratings of the senior unsecured notes
to Ba3 reflects the change in debt mix which results in a lower
percentage of secured debt and Moody's expectation that future debt
issuances will further lower the percentage of secured debt in the
company's debt capital.  In a scenario in which the percentage of
secured debt commitments increases above current levels, there
would be downward pressure on the instrument ratings of the senior
unsecured notes.  The stable outlook reflects Moody's view that
Sirius will increase its self-pay subscriber base due to sustained
demand for new vehicles in the U.S. and growing availability of
satellite radio in used cars both of which will result in higher
revenue and EBITDA.  The outlook incorporates Sirius maintaining
good liquidity, even during periods of satellite construction, the
potential for leverage to increase above current levels consistent
with management's 4.0x reported leverage target, and the likelihood
of share repurchases or additional dividends being funded from
revolver advances, new debt issuances, or free cash flow.  The
outlook does not incorporate leveraging transactions or a level of
shareholder distributions that would negatively impact liquidity or
sustain debt-to-EBITDA ratios above 4.25x (including Moody's
standard adjustments).  Ratings could be downgraded if Moody's
expects debt-to-EBITDA ratios will be sustained above 4.25x
(including Moody's standard adjustments) or if free cash flow
generation falls below targeted levels as a result of subscriber
losses due to a potentially weak economy or migration to competing
media services or due to functional problems with satellite
operations.  A weakening of Sirius' liquidity position below
expected levels as a result of share repurchases, dividends,
capital spending, or additional acquisitions could also lead to a
downgrade. Ratings could be upgraded if management demonstrates a
commitment to balance debt holder returns with those of its
shareholders.  Moody's would also need assurances that the company
will operate in a financially prudent manner consistent with a
higher rating including sustaining debt-to-EBITDA ratios below
3.25x (including Moody's standard adjustments) and free cash
flow-to-debt ratios above 12% even during periods of satellite
construction.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Sirius XM Holdings Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada.  The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming.  SiriusXM services are available in vehicles from
every major car company in the U.S., and programming is also
available online as well as through applications for smartphones
and other connected devices.  The company holds a 37% interest in
SiriusXM Canada which has more than 2 million subscribers.  Sirius
is publicly traded and a controlled company of Liberty Media
Corporation which owns roughly 57% of Sirius common shares.  Apart
from Sirius XM Canada, Sirius reported 27.3 million subscribers,
including 22.5 million self-pay subscribers, at the end of December
2014 and generated revenue of $4.2 billion for the trailing 12
months ended December 31, 2014.


SIRIUS XM: S&P Rates Proposed $750MM Sr. Notes Due 2025 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3H' recovery rating to New York City-based satellite
radio company Sirius XM Radio Inc.'s proposed $750 million senior
notes due 2025.  The '3H' recovery rating indicates S&P's
expectation for meaningful recovery (60%-69.9%) of principal in the
event of a payment default.

S&P expects that the company will initially use the proceeds from
the note issuance to repay revolving credit facility borrowings and
to ultimately fund share repurchases.

S&P's corporate credit rating on Sirius XM incorporates S&P's
expectation that the company's leverage will not increase above our
4x threshold for the rating because of its good operating outlook
and growing operating cash flow, and despite its moves to boost
shareholder returns.  S&P assess Sirius XM's business risk profile
as "fair," reflecting its stable subscriber churn, dependence on
U.S. new auto sales and consumer discretionary spending for growth,
and its long-term vulnerability to competition from alternative
media.

S&P's "significant" financial risk profile assessment is based on
the company's more aggressive financial policy since Liberty Media
Corp. assumed majority control in January 2013.  Sirius XM paid a
$327 million special dividend in December 2012, repurchased $1.76
billion of shares in 2013 and $2.52 billion in 2014, and spent $530
million to acquire Agero Inc.'s connected vehicle business in 2013.


Pro forma for the proposed senior note issuance and the repayment
of $380 million of revolving credit facility borrowings outstanding
as of Dec. 31, 2014, gross debt to EBITDA will increase to 3.4x as
Dec. 31, 2014, from an actual level of 3.1x.

S&P expects that the company's share repurchases in 2015 will once
again exceed cash flow from operations, causing leverage to
increase to the mid- to high-3x area.  S&P believes that some risk
still surrounds Liberty Media Corp.'s long-term financial strategy
and its potential effect on Sirius XM, though S&P do not expect
leverage to increase above its 4x threshold for Sirius XM at the
current rating.

RATINGS LIST

Sirius XM Radio Inc.
Corporate Credit Rating               BB/Stable/--

New Ratings
Sirius XM Radio Inc.
$750 million senior notes due 2025     BB
  Recovery Rating                       3H



SPRINGLEAF FINANCE: Fitch Puts 'B' IDR on Watch Negative
--------------------------------------------------------
Fitch Ratings has placed Springleaf Finance Corporation's
(Springleaf) 'B' long-term Issuer Default Rating (IDR) and 'B/RR4'
senior unsecured debt ratings on Rating Watch Negative.

The rating action follows Springleaf's definitive agreement to
acquire OneMain Financial Holdings, Inc. (OneMain) for $4.25
billion.  Springleaf expects to fund the transaction with a
combination of cash ($3.3 billion) and debt ($1 billion).  The
transaction is subject to customary closing conditions and
regulatory approvals and is expected to close during the third
quarter of 2015 (3Q'15) at which point Fitch would expect to
resolve the Rating Watch Negative.

Assuming the acquisition is consummated on the agreed-upon terms,
is completed without raising additional equity, and absent material
credit developments in the interim, Fitch expects it to result in
at least a one-notch downgrade of Springleaf's long-term IDR
primarily reflecting the increase in leverage and execution and
integration risk associated with the transaction, which will likely
consume meaningful time and effort from Springleaf's senior
management team.

Fitch has concurrently assigned a long-term IDR of 'B' to
Springleaf Holdings Inc. (SHI), the parent company of Springleaf
and placed SHI on Rating Watch Negative.  SHI conducts the majority
of its business through its Springleaf subsidiary and essentially
all assets and debt outstanding reside at Springleaf.

KEY RATING DRIVERS

The placement of the ratings on Watch Negative and the likely
ultimate downgrade of the ratings reflect the fact that
Springleaf's balance sheet leverage, absent raising additional
equity, would significantly increase as a result of the
transaction, while available liquidity will be meaningfully
reduced, near-term debt obligations will remain material,
integration risks will be present for a considerable period of time
and regulatory scrutiny will increase.

Fitch believes that combining the company without raising addition
equity would result in a material increase in leverage as
calculated by Fitch.  In this scenario, Springleaf's credit profile
would initially become riskier, although Fitch would expect it to
improve over time as the acquisition is integrated and equity is
built up through retained earnings.  The magnitude of the leverage
increase will be one of the primary determinants of the degree to
which Springleaf's ratings are affected.  Fitch believes potential
long-term upward ratings momentum would be supported by a
conservative capital policy, prudent growth and consistent
de-leveraging over time.

Liquidity, defined as unrestricted cash and investment securities,
is expected to materially decline as the company uses $3.3 billion
of existing cash to fund a portion of the $4.25 billion purchase
price.  Springleaf has made significant progress over the last few
years in repaying maturing debt and improving its debt maturity
profile.  However, 2017 debt maturities remain elevated.  Fitch
believes the company has adequate sources of liquidity to originate
new loans and meet its debt obligations through 2017. That said,
Springleaf's ability to meet its 2017 maturities will be reduced as
unrestricted cash is deployed to acquire OneMain. Liquidity could
potentially be further impacted depending on the extent to which
change of control provisions attached to OneMain's debt obligations
are enacted and result in additional cash consumption.

The acquisition will involve material integration efforts,
consuming meaningful time and effort of Springleaf's senior
management team.  Springleaf's balance sheet is expected to roughly
double as a result of the transaction.  The company will also need
to assimilate OneMain's staff, integrate its compliance and
underwriting framework and processes and controls to monitor legal
and regulatory adherence, and complete planned branch closings
while continuing to grow its core consumer franchise and prudently
expand new businesses, in particular direct auto lending.  Fitch
believes these risks are at least partially mitigated by the
complementary business models of both entities and Springleaf's
experience integrating other businesses (e.g. SpringCastle
acquisition).

Fitch believes that the acquisition offers potential long-term
benefits for creditors of the combined organization.  Springleaf
expects to generate significant expense synergies by consolidating
branches and integrating systems and employee functions while
generating new revenue opportunities by expanding product and
service offerings across the combined company.  Fitch believes the
combined entity may have higher long-term ratings potential
reflecting its stronger franchise and competitive positioning,
increased scale and operating efficiency and improved earnings
profile relative to the smaller, standalone entities.

Post transaction closing, Springleaf will become the leading
consumer finance company with a focus on the underbanked population
in the United States.  The combined company will have over 2.2
million customers served through an extensive branch network of
1,967 branches located across 43 U.S. states.  Post-closing,
Springleaf expects to consolidate approximately 200 branches which,
in combination with other expense synergies (e.g. technology
systems, employee functions), is expected to generate approximately
$300 million of annual cost savings by 2017. Offsetting these
potential long-term advantages, however, is the likelihood that as
a significantly larger organization, Springleaf will attract
further regulatory scrutiny, particularly from the Consumer Finance
Protection Bureau.

Fitch does not believe the transaction represents a significant
deviation from Springleaf's business strategy given the
complementary business profiles of both entities.  Springleaf and
OneMain are the two largest market participants with national
lending platforms focused on serving the underbanked population in
the U.S.  Both companies primarily originate fixed-rate amortizing
personal installment loans through a national branch network.  The
loan portfolios of each company are similar although OneMain's
portfolio includes a slightly higher average FICO (629 versus 605
for Springleaf) and higher average loan balance ($6,200 versus
$3,900 for Springleaf) but a lower risk-adjusted yield (18.6%
versus 22.1% for Springleaf).  Furthermore, OneMain's loan
portfolio is approximately 20% secured which compares to 48% for
Springleaf.

The ratings for SHI and Springleaf are equalized, which reflects
Fitch's view that Springleaf is core and integral to SHI's business
strategy and operations.  In December 2013, SHI entered into
Guaranty Agreements whereby it agreed to fully and unconditionally
guarantee the payment of principal of, premium (if any), and
interest on Springleaf's outstanding senior notes and junior
subordinated debt.

RATING SENSITIVITIES

As mentioned, Fitch expects to resolve the Rating Watch Negative at
the time the transaction is consummated, likely in the 3Q'15. At
that time, Fitch expects to downgrade Springleaf and SHI by at
least one notch primarily depending on the magnitude of the
leverage increase associated with the transaction.

Further downside risks to Springleaf's ratings will be elevated
until the acquisition is successfully integrated, the company's
debt maturity profile improves further and leverage is reduced.
Negative ratings momentum could develop from an inability to access
the capital markets for funding at reasonable costs, substantial
credit quality deterioration, additional asset encumberance,
potential new and more onerous rules and regulations, as well as
potential shareholder-friendly actions given the high private
equity ownership.  These factors could also potentially result in
notching the senior unsecured rating below the IDR.

Longer-term positive rating momentum could be driven by successful
integration of OneMain's platform and staff, de-leveraging to
levels in-line with similar nonprime consumer finance companies,
demonstrated execution on planned strategic objectives, additional
actions to improve the debt maturity profile, sustained
improvements in profitability and operating performance, measured
growth in core lending businesses, successfully executing on new
business opportunities, and reducing concentrated ownership.
However, potential upward momentum would remain limited to below
investment-grade levels, given Springleaf's monoline business
model, core demographic and high reliance on the capital markets
for funding.  Furthermore, Fitch views the elevated regulatory,
legislative and litigation risks that exist for Springleaf, as well
as a lack of prudential regulation as key rating constraints.

Fitch has assigned and placed this rating on Rating Watch
Negative:

Springleaf Holdings Inc.
   -- Long-term IDR 'B'.

Fitch has placed these ratings on Rating Watch Negative:

Springleaf Finance Corp.
   -- Long-term IDR 'B';
   -- Senior unsecured debt 'B/RR4'.

AGFC Capital Trust I
   -- Preferred stock to 'CCC/RR6'.



SPRINGLEAF HOLDINGS: Moody's Puts B2 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the B2 corporate family rating of
Springleaf Holdings, Inc. and the B2 senior unsecured rating of
operating subsidiary Springleaf Finance Corporation on review for
downgrade following the company's announcement that it will acquire
OneMain Financial Holdings, Inc. from Citigroup, Inc. for $4.25
billion in an all-cash transaction.  Moody's also placed OneMain's
B2 corporate family and senior unsecured ratings on review for
downgrade.

The rating action reflects the pending transaction's several risks
to Springleaf's bondholders including: 1) increased leverage; 2)
weakened liquidity; and 3) integration complexity given the size of
the acquisition.

Moody's estimates that Springleaf's leverage, measured as debt to
tangible equity, could increase substantially on a pro-forma basis
from 4x at Sep. 30, 2014. Likewise, the company's balance sheet
leverage, measured as tangible common equity to tangible managed
assets, will weaken substantially from approximately 20% at Sep.
30, 2014 to below 4%, as estimated by Moody's, assuming no change
in the company's capital structure.  The deterioration in leverage
metrics would result from the additional borrowing of approximately
$1 billion that Springleaf is contemplating at the time of the
acquisition and from the assumption of OneMain's debt, as well as
from a large amount of goodwill due to the $2 billion purchase
price premium.  The small size of Springleaf's pro forma tangible
equity buffer would indicate limited loss-absorption capacity.

Springleaf's liquidity profile will materially weaken after the
transaction given that the company intends to fund the entire $4.25
billion acquisition with cash on hand, which Moody's estimates to
be approximately $4 billion.  Post-acquisition, Springleaf's
primary source of liquidity will be availability under secured
warehouse conduit facilities, as well as proceeds from a potential
sale or financing of remaining non-core real estate loans totaling
approximately $1 billion.  With the purchase of OneMain, Springleaf
will get access to the additional pool of unencumbered assets that
could be securitized, subject to market conditions.  In 2015,
Springleaf also faces approximately $800 million of unsecured debt
maturities that it will need to manage through its remaining liquid
resources or through future capital markets access, exposing the
firm to refinancing risk.

Moody's also believes that the size of the business combination
will result in integration risks that could be disruptive to the
combined company's operational stability until the transition is
completed. Measured on a loan portfolio basis, OneMain is
substantially larger than Springleaf, with OneMain's loan portfolio
of $8.3 billion being more than twice the size of Springleaf's core
loan portfolio of $3.6 billion at Sep. 30, 2014.  Post-acquisition,
the combined entity will be run as separate companies until the
planned integration commences in mid-2016.  At that point,
Springleaf will begin integrating the systems and facilities and
consolidating some of the branches.  The company expects to incur
approximately $250 million of acquisition-related costs.  Moody's
also notes that the complementary strategies and locations of the
two companies could drive growth and performance improvements in
coming periods that strengthen franchise positioning if the
integration is effectively managed.  Scheduled to close in the
third quarter of 2015, the acquisition is subject to regulatory
approvals and other conditions.

Moody's review will assess the adequacy of the combined entity's
capital and liquidity/funding profile, the costs and timelines
associated with integration efforts, and potential implications for
franchise positioning and operating performance stemming from the
transaction.

Downward rating pressure could emerge if Moody's believe that
Springleaf's balance sheet leverage, measured as tangible common
equity to tangible managed assets is expected to remain below 4%
for an extended period.  The ratings could also be downgraded if
the company does not maintain sufficient liquidity buffer
commensurate with the heightened liquidity risk stemming from a
large acquisition that might require additional unforeseen
expenses, beyond the day-to-day operating and financing needs.  The
ratings could be downgraded if the integration results in higher
than anticipated operating costs, or if performance of the combined
entity fails to meet expectations.

Ratings could be affirmed if Springleaf improves its balance sheet
leverage, measured as tangible common equity to tangible managed
assets, to above 4% within a short timeframe, if it builds a
sufficient liquidity buffer commensurate with the heightened
liquidity risk stemming from a large acquisition, and if
integration of OneMain is executed according to expectations.

Springleaf Holdings, Inc.:

  -- Corporate Family: B2 rating placed on review for downgrade

  -- Senior Unsecured Shelf: (P)Caa1 rating placed on review for
     downgrade

  -- Subordinated Shelf: (P)Caa2 rating placed on review for
     downgrade

  -- Junior Subordinated Shelf: (P)Caa3 rating placed on review
     for downgrade

The provisional ratings for each debt class for Springleaf
Holdings, Inc. are shown as non-backed (assuming no guarantee from
Springleaf Finance Corporation).  Should the debt securities issued
by Springleaf Holdings, Inc. be guaranteed by Springleaf Finance
Corporation, the ratings would be equalized with those of
Springleaf Finance Corporation.

Springleaf Finance Corporation:

  -- LT Issuer: B2 rating placed on review for downgrade

  -- Senior Unsecured: B2 rating placed on review for downgrade

  -- Senior Unsecured MTN Program: (P)B2 rating placed on review
     for downgrade

  -- Senior Unsecured Shelf: (P)B2 rating placed on review for
     downgrade

  -- Subordinated Shelf: (P)B3 placed on review for downgrade

  -- Junior Subordinated Shelf: (P)Caa1 placed on review for
     downgrade

AGFC Capital Trust I:

  -- Preferred Stock: Caa1(hyb) rating placed on review for
     downgrade

OneMain Financial Holdings, Inc.

  -- Corporate Family: B2 rating placed on review for downgrade

  -- Senior Unsecured: B2 rating placed on review for downgrade

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


SPRINGLEAF HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
counterparty credit and senior unsecured debt ratings on Springleaf
Holdings Inc. on CreditWatch with negative implications.  At the
same time, S&P placed its 'B+' counterparty credit and senior
unsecured debt ratings on OneMain Financial Holdings Inc. on
CreditWatch with negative implications.

The CreditWatch placements follow the announcement that Springleaf
will acquire OneMain for $4.25 billion in cash.  The acquisition
would combine the two largest competitors in the subprime consumer
installment lending industry.  Pro forma for the merger, S&P
expects Springleaf to have a stronger market position than
currently, but also substantially higher leverage.  Depending on
how the company finances the transaction, S&P most likely will
lower its rating on Springleaf by one notch if it expects leverage
exceeding 6.5x and by two notches for leverage above 12x.  Without
additional equity financing, S&P believes leverage will easily
exceed 12x.  However, S&P will also assess how significantly the
merger may enhance Springleaf's franchise--which could lessen or
mitigate any downgrade.  

"Our CreditWatch listing with negative implications for Springleaf
reflects the uncertainty of how improvements to the company's
market position mitigate the higher leverage and integration risk,"
said Standard & Poor's credit analyst Stephen Lynch.  S&P could
lower the rating by one or two notches depending on the company's
leverage, risk, and market position.

S&P's CreditWatch listing with negative implications for OneMain
indicates that S&P believes there is a substantial chance it will
lower its rating as a result of the increase in leverage of the
group.  If Springleaf fully integrates OneMain, S&P would likely
lower the rating to be equal with the rating on Springleaf.
However, OneMain's unsecured debt contains covenants that limit its
leverage, implying that Springleaf would have to operate it as a
separate entity unless it repaid the debt or renegotiated the
covenants.  In the event that it remained a separate operating
entity with significantly lower leverage than the consolidated
company, S&P may continue to rate it one notch above Springleaf.

Springleaf is a publicly traded company, and financial sponsor
Fortress Investment Group owns 64% of its outstanding stock.
OneMain is a subsidiary of Citigroup Inc. Springleaf will use cash
on its balance sheet and draw on conduit lines to pay the $4.25
billion purchase price.  Over the coming months, S&P believes the
company will likely raise new debt or equity to replenish its cash
reserves.

The CreditWatch negative listing reflects the possibility that S&P
could lower its issuer credit rating and senior unsecured ratings
on Springleaf once the transaction closes.  S&P could lower the
ratings by one or two notches depending on how much Springleaf's
leverage rises and how S&P assess the company's new business and
risk position.

The CreditWatch negative listing for OneMain reflects the
possibility that when Springleaf consummates the acquisition, S&P
will lower its issuer credit rating and senior unsecured ratings on
OneMain so they are the same level as S&P's rating on Springleaf.
If OneMain were to operate as a subsidiary of Springleaf with its
existing covenants, S&P could affirm the rating or rate OneMain a
notch higher than the weaker group credit profile of Springleaf.



SPROUTS FARMERS: Moody's Raises CFR to 'Ba2', Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded Sprouts Farmers Market Holdings,
LLC's Corporate Family Rating and Probability of Default Rating to
Ba2 and Ba2-PD from Ba3 and Ba3-PD respectively.  Moody's also
upgraded the rating of the company's $261 million senior secured
term loan and $60 million senior secured revolving credit facility
to Ba2 from Ba3.  The rating outlook remains positive.
Additionally, Moody's affirmed Sprouts' speculative grade liquidity
rating at SGL- 1.

"Sprouts' better than expected operating performance and
consistently strong same store sales growth coupled with debt
reduction has resulted in improved credit metrics", said Mickey
Chadha, Senior Analyst at Moody's. "We expect this positive trend
to continue and further improve profitability and credit metrics in
the next 12 to 18 months", Chadha further stated.

The following ratings are upgraded:

  -- Corporate Family Rating at Ba2 from Ba3

  -- Probability of Default Rating at Ba2-PD from Ba3-PD

  -- $261 million Senior Secured Term Loan maturing 2020 at Ba2
     (LGD4) from Ba3 (LGD4)

  -- $60 million Senior Secured Revolving Credit Facility
     maturing 2018 at Ba2 (LGD4) from Ba3 (LGD4)

The following ratings are affirmed:

  -- Speculative Grade Liquidity Rating at SGL-1

Sprouts' Ba2 Corporate Family Rating reflects its strong same store
sales growth and operating performance in a challenging economic
and competitive environment, moderate leverage - Moody's expect
Sprouts' debt to EBITDA for fiscal 2015 to improve to about 3.0
times (including Moody's standard adjustments) as a result of
improved EBITDA coupled with debt reduction - attractive market
niche, and very good liquidity.  Rating also reflects its
relatively small scale, and aggressive growth strategy.

The positive rating outlook incorporates Moody's expectation that
Sprouts' same store sales growth will remain strong, liquidity will
remain very good, the company's growth will remain measured and
disciplined and there will be no material change in industry
conditions.  Moody's anticipates credit metrics will continue to
improve in the next 12-18 months as the company continues to grow
top line and profitability.  The outlook also reflects Moody's
expectation of no material change in financial policies or
acquisitions in the next 12-18 months.

Ratings could be upgraded if the company demonstrates continued
solid growth in revenues and profitability accompanied by a
sustained improvement in credit metrics. Quantitatively, an upgrade
could be achieved if debt to EBITDA is sustained below 3.0 times
and EBITA to interest is maintained in excess of 4.0 times.

Ratings could be downgraded if debt to EBITDA is sustained above
4.0 times, or if EBITA to interest is sustained below 2.5 times.
Ratings could also be downgraded if the company's same store sales
growth or cash flow deteriorates or if operating performance
indicates loss of customer traffic or if there is a shift towards a
more aggressive financial policy.

Sprouts Farmers Market, Inc. is a publicly traded specialty food
retailer headquartered in Phoenix, Arizona.  The company operates
198 stores in 12 states including Arizona, California, Texas,
Colorado, New Mexico, Nevada, Oklahoma, Kansas, Alabama, Georgia,
Missouri and Utah.  Apollo Management Holdings, L.P has about 10%
ownership interest in the company.

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


SUNTECH AMERICA: Says Its Assets Total $132.3 Million
-----------------------------------------------------
Suntech America Inc. on Feb. 26 filed with the U.S. Bankruptcy
Court in Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule              Assets    Liabilities
   ----------------              ------    -----------
A. Real Property
B. Personal Property       $132,303,046
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims
E. Creditors Holding Unsecured
   Priority Claims
F. Creditors Holding Unsecured
   Non-priority Claims                    $163,735,243
                            -----------    -----------
TOTAL                      $132,303,046   $163,735,243

                       About Suntech America

Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015.  Judge Christopher S. Sontchi presides
over the case.

Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.  Upshot
Services LLC is the Debtors' claims and noticing agent.

Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.


SURGICAL CARE: S&P Raises Corp. Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating rating on Surgical Care Affiliates Inc. to 'B+' from 'B.'
The outlook is stable.

At the same time, S&P is assigning a 'B+' issue-level rating to the
company's proposed $600 million first-lien credit facility, the
same level as the corporate credit rating.  The recovery rating on
this facility is '3', indicating S&P's expectation of meaningful
(50% to 70%; on the low end of the scale) recovery for lenders in
the event of a payment default.  The new facility consists of a
$250 million revolving credit facility and a $350 million term loan
B.

In addition, the company plans on issuing $350 million of unsecured
notes.  S&P is assigning a 'B-' issue-level rating to these notes,
two notches below the corporate credit rating.  The recovery rating
on this facility is '6', indicating S&P's expectation of negligible
(0% to 10%) recovery for lenders in the event of a payment
default.

"The upgrade reflects our expectation that the company will
maintain leverage between 4x and 5x, despite the moderate initial
increase in debt following the proposed transaction and its sponsor
control," said Standard & Poor's credit analyst Tulip Lim. Although
the proposed transaction raises gross leverage, S&P anticipates
that the company will use a portion of the proceeds for
acquisitions, and keep leverage at 5x or below over the next couple
of years.  This is a revision from S&P's previous expectation that
the company would be comfortable maintaining leverage at or above
5x.  For these reasons S&P is revising its financial risk score to
"aggressive" from "highly leveraged," and its financial policy
score to "FS-5" from "FS-6".

The ratings also take into account the company's narrow focus in a
highly competitive industry and moderate reimbursement risk.  These
factors are principally why S&P considers Surgical Care Affiliates'
business risk to be "weak".  Competition is often locally based and
the company competes with hospitals, outpatient facilities, as well
as physician offices for some of the procedures it performs.
Third-party reimbursement risk is a key credit consideration.
About 24% of its revenues are from lower-paying government payors,
such as Medicare and Medicaid.  Lower acuity procedures, such as
pain management and certain gastroenterology procedures of which
the company derives 8% and 13% of revenue, respectively, are at
risk of moving to lower reimbursed physician offices.  Higher
acuity cases may have some downside protection because stand-alone
patient surgery centers are currently reimbursed at around 45% of
competing hospital-based surgery centers.

The stable outlook reflects S&P's expectation that the company will
continue to grow through a combination of organic growth and
acquisitions.  It also is based on S&P's view that the company's
leverage will not materially rise above 5x.

S&P could lower its ratings if Surgical Care Affiliates' organic
revenue declines and integration challenges arise, leading to
leverage in the mid-5x area and a meaningful contraction in
discretionary cash flow.  This could occur if organic revenue
declined by a low-single-digit rate and the company's EBITDA margin
declined by 200 basis points or more.

S&P could raise the rating if credit measures and cash flow
improved such that S&P viewed the company's profile to be
commensurate with 'BB-' peers, for example if leverage declined
below 4x.



SWEET BRIAR: S&P Lowers Rating on 2006 Revenue Bonds to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Amherst Industrial Development Authority, Va.'s series 2006
educational facilities revenue refunding bonds, issued for Sweet
Briar College, to 'B-' from 'BBB' and placed the rating on
CreditWatch with negative implications.

"We base the downgrade and CreditWatch placement on the college's
announcement that it will close at the end of the current academic
year," said Standard & Poor's credit analyst Sussan Corson.  

S&P believes the college's balance-sheet ratios are strong and
sufficient resources are on hand to pay debt service.  However, S&P
believes certain event of default provisions in the agreements that
allow for principal acceleration and the process of winding down
operations at the college create significant uncertainty about the
timeliness and immediate availability of these resources.

College officials report Sweet Briar College had approximately $25
million of debt as of Dec. 31, 2014, including a $10 million
bank-qualified loan.  The direct loan includes provisions that
allow for immediate acceleration at this time.  Although S&P
understands the college will continue to operate until August 2015,
the series 2006 bond documents include provisions that would also
allow for immediate acceleration on the principal once operations
cease.  An unconditional general obligation pledge of the college
secures all debt.  As of Dec. 31, 2014, the college had $84 million
in total endowment, of which about $20 million was unrestricted net
endowment.  Principal and interest payments on the series 2006
bonds are due Sept. 1 and interest payments are due on March 1.  In
fiscal 2013, expendable resources of $38.4 million represented 143%
of debt and cash and investments represented 326% of debt.

Beyond the debt obligations, officials report they have no unfunded
pension or other postemployment benefit obligations.

S&P will resolve the CreditWatch once it receives more details
about the college's planned process to wind down operations.  S&P
would lower the rating if college's actions result in an
acceleration of all debt outstanding and the college is not able to
demonstrate that it can liquidate its endowment in a timely
manner.



TELEFLEX INC: S&P Affirms 'BB' CCR & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and all issue-level ratings on Teleflex Inc.  The
outlook is revised to positive from stable based on S&P's
expectation that the company will be able to sustain its improved
credit metrics, resulting in lower leverage levels.

"The rating outlook revision reflects our assessment of the
company's improving credit metrics, demonstrated by EBITDA growth
related to recent 2013 and 2014 acquisitions and a voluntary debt
repayment of $235 million on its revolver," said Standard & Poor's
credit analyst Tahira Wright.

S&P has revised its base-case scenario to include
higher-single-digit revenue growth, improved margins, and free
operating cash flow of about $230 million, up from $166 million.
Still, Teleflex's recent performance trends have a short track
record, and the company requires smooth integration of large
acquisitions.

The ratings on Teleflex reflects S&P's assessment of the company's
operating performance in the competitive medical device market
within their therapeutic product focus.  S&P views Teleflex
liquidity as "adequate," reflecting S&P's expectations that sources
will cover its uses by at least 1.5x over the next two years.

The positive outlook reflects S&P's expectation that the company
can sustain its recent improvements and that leverage levels will
fluctuate between 2.5x and 3x, while pursuing moderate acquisitions
in the $250 million to $350 million range.

S&P could revise the outlook back to stable should Teleflex's
revenues decline moderately combined with an adjusted EBITDA margin
contraction of 200 basis points (bps).  Additionally, if the
company's acquisition appetite is larger than S&P anticipates in
its base case, S&P would also likely revise the outlook back to
stable.  A large acquisition above $500 million over a one-year
period would result in a revised view of the company's financial
policy as more aggressive than S&P currently expects.  An
acquisition of that size will cause net debt leverage to rise above
3x for an extended period.

S&P would likely consider an upgrade should the company be able to
meet its base-case credit metric assumptions of operating with
leverage closer to the lower end of the 2.5x and 3.0x range, which
would allow the company room for moderate acquisitive growth.  S&P
projects this will happen by year-end 2015.  Stronger credit
metrics, along with expanding EBITDA through modest accretive
acquisitions that enhance the existing product portfolio, resulting
in meaningful free cash flow ranging between $250 million and $300
million, similar to 'BB+' rated peers, would prompt consideration
for the higher rating.



TENET HEALTHCARE: Dr. Lewis-Hall Named to Board Committee
---------------------------------------------------------
Dr. Freda C. Lewis-Hall, M.D., was appointed by the Board of
Directors to serve as a member of the Board's Nominating and
Corporate Governance Committee and Quality, Compliance and Ethics
Committee, according to a document filed with the Securities and
Exchange Commission.

On Dec. 4, 2014, Tenet Healthcare Corporation disclosed that Dr.
Lewis-Hall had been named to the Board of the Company.

                            About Tenet

Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a
national, diversified healthcare services company with more than
105,000 employees united around a common mission: to help people
live happier, healthier lives.  The Company operates 80 hospitals,
more than 210 outpatient centers, six health plans and Conifer
Health Solutions, a leading provider of healthcare business process
services in the areas of revenue cycle management, value based care
and patient communications.

Tenet Healthcare reported net income attributable to the Company's
shareholders of $12 million for the year ended Dec. 31, 2014,
compared to a net loss attributable to the Company's shareholders
of $134 million during the prior year.

As of Dec. 31, 2014, Tenet Healthcare had $18.1 billion in total
assets, $16.9 billion in total liabilities, $401 million in
redeemable non-controlling interest in equity of consolidated
subsidiaries, and $785 million in total equity.

                             *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit
rating from Standard & Poor's Ratings Services and 'B1' Corporate
Family Rating from Moody's Investors Service.


TRIPLE POINT: Moody's Lowers CFR to 'Caa2', Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded Triple Point Group Holdings,
Inc.'s debt ratings, including the Corporate Family Rating to Caa2
from Caa1, the Probability of Default Rating to Caa2-PD from
Caa1-PD and the senior secured 1st lien revolving credit facility
due 2018 and term loan due 2020 ratings to Caa1 from B3.  The
senior secured 2nd lien term loan due 2021 rating of Caa3 was
affirmed.  The ratings outlook is stable.

Issuer: Triple Point Group Holdings, Inc

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

  -- Probability of Default Rating, Downgraded to Caa2-PD from
     Caa1-PD

  -- Senior Secured 1st Lien Revolving Credit Facility due July
     13, 2018 and Term Loan due July 13, 2020, Downgraded to Caa1
     (LGD3) from B3 (LGD3)

  -- Senior Secured 2nd Lien Term Loan due July 13, 2021,
     Affirmed Caa3 (LGD5)

  -- Outlook, Remains Stable

The downgrade of the CFR to Caa2 reflects Moody's expectations for
new software license sales revenue to remain depressed because of
challenging market conditions for Triple Point's customers, no free
cash flow and debt to EBITDA to remain above 10 times in 2015.
Revenues have contracted at double digit rates since the company
was acquired by ION Investment Group in 2013, and Moody's believes
the company's valuation may be less than its fixed obligations and
this increases the risk of a distressed exchange or other default.
The company's liquidity profile is considered adequate for the next
12 months based on Moody's expectations for Triple Point to
maintain at least $20 million of cash at all times, which should
fund seasonal cash needs and the $3.1 million required term loan
amortization.  Moody's expects some access to the undrawn $40
million revolving credit facility, although availability would be
limited if debt to EBITDA is above 7.25 times; the covenant steps
down to 6.75 times as of Dec. 31, 2015.  Moody's believes that zero
free cash flow will lead to liquidity deterioration that elevates
default risk unless the company can stabilize and grow EBITDA.

The stable ratings outlook reflects Moody's expectations for
revenues of over $100 million and EBITDA of about $35 million in
2015.  The ratings could be lowered if revenues continue to
decline, reducing profits and free cash flow, or if liquidity
deteriorates.  The ratings could be upgraded if Triple Point grows
revenues and EBITDA, and generates positive free cash flow, while
maintaining balanced financial policies.

The principal methodology used in these ratings was Global Software
Industry published in October 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.

Triple Point provides procurement, processing, risk assessment and
decision support software solutions to companies and trading firms
which deal with various commodities and related derivatives,
primarily whose business operations are exposed to price or
regulatory risks related to physical commodities.  Moody's expects
2015 revenue of over $100 million.

- Class X Notes: 0

- Class A Notes: -1

- Class B Notes: -3

- Class C Notes: -3

- Class D Notes: -2

- Class E Notes: -1

- Class F Notes: -2


TRUMP ENTERTAINMENT: Fight with Union Heads to Appeals Court
------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
arguments were heard on a challenge to a bankruptcy judge's order
allowing Trump Entertainment Resorts Inc. to terminate its contract
with the union representing employees at the Taj Mahal casino.

According to the Journal, if the order is overturned, secured
lender Carl Icahn, which offered $100 million in new money to the
casino operator, has the right to walk away from his commitment to
keep the Trump Taj Mahal running on the Atlantic City boardwalk.

The Troubled Company Reporter previously reported that the union
representing over 1,000 Taj Mahal employees told the U.S. Court of
Appeals for the Third Circuit that Trump Entertainment is
misreading Chapter 11 law and the Delaware bankruptcy court never
had the authority to allow the Atlantic City casino operator to
discard its collective bargaining agreement with the workers.
Unite Here Local 54 argued that the labor agreement with Trump
Entertainment was already expired when the bankruptcy court was
considering its rejection.

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

                About Trump Entertainment Resorts

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

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

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

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

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

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

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


TRUMP ENTERTAINMENT: Suit Over Termination of License May Proceed
-----------------------------------------------------------------
In re: TRUMP ENTERTAINMENT RESORTS, INC., et al., Chapter 11,
Debtors, CASE NO. 14-12103, Trump AC Casino Marks, LLC filed a
motion seeking relief from the automatic stay in order to proceed
with an action in the Superior Court of New Jersey. Trump AC is
attempting to terminate a Trademark License Agreement under which
Debtors Trump Entertainment Resorts., Inc. and certain of its
affiliates are licensees.

In a Feb. 20, 2015 Opinion available at http://is.gd/2d9vMgfrom
Leagle.com, Judge Kevin Gross granted Trump AC's motion and lifted
the automatic stay in order to allow it to proceed with the State
Court Action.

The Court finds that the Trademark License Agreement is not
assignable under applicable non-bankruptcy law and is thus not
assumable or assignable under Section 365(c)(1). Accordingly, Trump
AC is entitled to relief from the automatic stay in order to
proceed with the State Court Action, the judge holds.

               About Trump Entertainment Resorts

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

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

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

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

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

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

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


TURNER GRAIN: US Trustee Wants Case Converted to Ch. 7 Liquidation
------------------------------------------------------------------
Arkansas Business reports that acting U.S. Trustee, Daniel
Casamatta, has asked the Bankruptcy Court to convert Turner Grain
Merchandising, Inc.'s Chapter 11 case to one under Chapter 7
liquidation.  

According to court documents, Mr. Casamatta said that the Company
has "ceased operations and there is no likelihood or intent for
rehabilitation or reorganization."  Keeping the Company in Chapter
11 is just costing the Company additional administrative expenses,
Arkansas Business relates, ciitng Mr. Casamatta.

Mr. Casamatta said in court documents that the Company hasn't filed
monthly operating reports as required.  Joseph DiPietro, Esq., the
attorney for the U.S. Trustee, said that the Company also missed
quarterly filing-fee payments, Glen Chase at Arkansas Online adds.

Converting the bankruptcy under Chapter 7 rules would be the most
economic way to liquidate any remaining assets held by the Company,
Arkansas Online states, citing Mr. DiPietro.

                       About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.  Kevin P. Keech, the court-appointed receiver of
the Debtor, sought and obtained permission to employ Keech Law
Firm, P.A., as attorneys.  The Debtor listed $13.77 million in
total assets, and $24.84 million in total liabilities.

The U.S. Trustee for Region 13 appointed three creditors of Turner
Grain Merchandising Inc., to serve on the official committee of
unsecured creditors.


VERITY CORP: Appoints Verlyn Sneller Interim CEO and Chairman
-------------------------------------------------------------
Verity Corp. disclosed in a document filed with the Securities and
Exchange Commission that it has appointed Verlyn Sneller as interim
chief executive officer and chairman of its Board of Directors
effective Feb. 25, 2015.  Mr. Sneller has been a member of the
Company's Board of Directors since May 2013.

In 1989, Mr. Sneller started Feed Tech Company to work with farmers
on soil and plant nutrition to improve livestock health and
production.  This resulted in reducing dependency on chemicals and
fertilizers in the soils and antibiotics for animals as well. In
2004, and continuing through the present, Mr. Sneller became a
plant and animal nutritionist for the Company's subsidiary, Verity
Farms, LLC using cumulative knowledge and experience to assist all
Verity family farmers in production of crops and animals.  Mr.
Sneller uses only non-GMO (Genetically Modified Organisms) seed and
methods to nutritionally balance and regenerate the life in the
soil to eliminate chemical residues in both the soils and crops and
raise the nutritional standards of the crops.  Methods of livestock
production include a "never-ever" policy for antibiotics, hormones,
growth promotants, and GMO feeds.  Mr. Sneller received a BS in
Agricultural Education from South Dakota State University -
Brookings.

There is no understanding or arrangement between Mr. Sneller and
any other person pursuant to which Mr. Sneller was selected as CEO
and Chairman of the Board.  Mr. Sneller does not have any family
relationship with any director, executive officer or person
nominated or chosen by us to become a director or executive
officer.

Resignation of Duane Spader

On Feb. 24, 2015, Duane Spader resigned effective as of that date
as a member of the Company's Board of Directors.  In submitting his
resignation, Mr. Spader did not express any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

Resignation of Jim White

On Feb. 25, 2015, Jim White resigned effective as of that date as
president and chief executive officer and as a member of the
Company's Board of Directors.  In submitting his resignation, Mr.
White did not express any disagreement with the Company on any
matter relating to the Company's operations, policies or
practices.

                           About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Verity Corp. reported a net loss attributable to the Company of
$7.59 million for the year ended Sept. 30, 2013, as compared with
a net loss attributable to the Company of $623,000 during the
prior fiscal year.

As of June 30, 2014, the Company had $2.24 million in total
assets, $5.83 million in total liabilities and a $3.59 million
total stockholders' deficit.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Sept. 30, 2013.  The
independent auditors noted that the Company has suffered recurring
losses, has negative working capital, and has yet to generate an
internal net cash flow that raises substantial doubt about its
ability to continue as a going concern.


VERMONT HOUSING: S&P Puts 'BB+' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB+' underlying
rating (SPUR) on Vermont Housing Finance Agency's (VHFA)
single-family bonds on CreditWatch with positive implications.  The
'AA' long-term rating on the bonds is based on the bond insurance
policy in effect provided by Assured Guaranty Municipal Corp.

Standard & Poor's published a revised mortgage insurance criteria
article titled "Methodology For Assessing Mortgage Insurance And
Similar Guarantees And Supports In Structured And Public Sector
Finance And Covered Bonds" on Dec. 7, 2014.  In S&P's view, the
application of this criteria, specifically its assessment of a
mortgage insurer's capacity to pay claims when the insurance
provider is rated below investment grade, may positively affect the
underlying ratings on Vermont's single family resolution; the
resolution has significant counterparty credit exposure associated
with private mortgage insurance providers rated below investment
grade, with approximately 51% of the whole loan portfolio insured
by such providers.  The rating could also be adjusted positively
based on S&P's view of the loan portfolio's performance as
reflected by ongoing low-to-moderate default rates, as well the
agency's strong servicing and underwriting practices.

The agency first issued single-family bonds under this resolution
in 1990, but has not actively issued since 2007.  As of June 30,
2014, the agency's single family loan portfolio consisted of
$107,413,395 in mortgage loans and $4,286,862.46 in Freddie Mac
Certificates.



VIGGLE INC: Users' Participation at Oscars Increases
----------------------------------------------------
Viggle continues to drive tune-in and engagement for its
advertisers as year-over-year participation of Viggle users during
the 87th Academy Awards on Sunday night hit new highs.  Viggle
users earned a total of 64 million Viggle points by checking in to
the broadcast-a 439 percent increase over the 12 million points
that Viggle users won last year.  Viggle users' participation rate
in the Viggle Live play-along game on Sunday night rose to 54
percent, a significant increase over the 44 percent who played
during last year's Oscars broadcast.  Players in Viggle Live, a
unique interactive real-time trivia game, answered 29 percent more
questions than in 2014.  Total unique check-ins to Viggle during
the broadcast rose 19 percent and users spent an average of 70
minutes checked in to the app during the show.  These data points
highlight the opportunity for advertisers to reach targeted
audiences on the Viggle app throughout a broadcast like the
Oscars.

Kevin Arrix, chief revenue officer at Viggle, said, "Advertisers on
the Viggle platform reached more users who engaged with their
brands on Oscar night this year as shown by many of our statistics,
particularly our increase in Viggle Live participation.  This
further supports our confidence that Viggle should play a
significant role in the advertising media mix."

Mr. Arrix continued, "Viggle users also benefited as they can now
extend the evening's excitement by redeeming earned points to rent
or own many of the Academy Award-winning titles on
Viggle.com-including the night's top winner, Birdman-as well as a
huge selection of other titles."

Viggle is a smartphone and tablet app that rewards points to its
users who "check in" as they watch their favorite TV shows, listen
to music and/or go about daily activities, like shopping.  Viggle
points are redeemable for an extensive collection of movies,
television shows, music, audiobook and ebooks, plus everything from
electronics to home furnishings.

Advertisers win with Viggle advertising as they can engage,
interact and motivate brand loyalty by reaching targeted users who
have shared age, gender, zip, TV provider, music and TV history
along with other interactive preferences gathered via their Viggle
profile.

Mr. Arrix concluded, "As Viggle continues to grow both its audience
and platform, there are increased opportunities every day for
advertisers to reach engaged, targeted and growing audiences."

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.4 million on $18 million of
revenues for the year ended June 30, 2014, compared with a net
loss of $91.4 million on $13.9 million of revenues for the year
ended June 30, 2013.

As of Dec. 31, 2014, the Company had $72.1 million in total assets,
$51.02 million in total liabilities, $3.75 million in series C
convertible redeemable preferred stock, and $17.4 million in total
stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


WALTER ENERGY: Swaps 8.6-Mil. Common Shares for $66.7-Mil. Notes
----------------------------------------------------------------
Walter Energy, Inc., disclosed in a document filed with the
Securities and Exchange Commission that it has agreed to issue an
aggregate of 8,650,000 shares of its common stock, par value $0.01
per share, in exchange for $66,725,000 aggregate principal amount
of its 8.5% Senior Notes due 2021 held by a noteholder.

The Company will not receive any cash proceeds as a result of the
exchange of its common stock for the Senior Notes, which notes will
be retired and cancelled.  The Company executed this transaction to
reduce its debt and interest cost, increase its equity, and improve
its balance sheet.

The issuance of the shares of the Company's common stock was made
pursuant to the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 3(a)(9) of
the Act.

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.

As of Dec. 31, 2014, Walter Energy had $5.38 billion in total
assets, $5.10 billion in total liabilities and $282 million in
stockholders' equity.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'.  S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WINLAND OCEAN: Can File Schedules and Statements Until March 30
---------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas extended the deadline of Winland Ocean
Shipping Corporation and its debtor-affiliates to file their
schedules of assets and liabilities, and statements of financial
affairs until March 30, 2015.

As reported in the Troubled Company Reporter on Feb. 25, 2015, Ruth
E. Piller, Esq., at Okin & Adams LLP, in Houston, Texas, tells the
Court that the size and complexity of the bankruptcy cases, the
number of Debtors and the volume of material that must be compiled
and reviewed by the Debtors' staff to complete the Schedules and
Statements for each of the Debtors during the early days of the
Chapter 11 cases provide ample cause justifying this requested
extension. Indeed, Ms. Piller noted, the original records are in
China, the documents are in Chinese and a significant portion of
the Debtors' staff do not speak English. In addition, the
fourteen-hour time difference between Houston and China makes
communication with the Chinese office onerous, Ms. Piller said.

                   About Winland Ocean Shipping

Winland Ocean Shipping Corp. is mainly engaged in ocean
transportation of dry bulk cargoes worldwide through the ownership
and operation of dry bulk vessels and chartering brokerage
services. The company operates in the People's Republic of China,
Japan, Korea, the Russian Federation, and southern and eastern
Asia. Winland Ocean Shipping is based in Sheung Wan, Hong Kong.

Winland Ocean Shipping Corporation and its five affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Feb. 12,
2015 (Bankr. S.D. Tex., Case No. 15-60007). The case is assigned
to Judge David R Jones.

The Debtors are represented by Matthew Scott Okin, Esq., George Y.
Nino, Esq., and Ruth E. Piller, Esq., at Okin & Adams LLP, in
Houston, Texas. The petition was signed by Robert E. Ogle, chief
restructuring officer.


WOLFRIDGE FARM: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wolfridge Farm Ltd
           fka Wolfridge Farm Limited
        25 Vista Road
        North Haven, CT 06473

Case No.: 15-30308

Chapter 11 Petition Date: March 3, 2015

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Hon. Julie A. Manning

Debtor's Counsel: John T. Early, III, Esq.
                  LAW OFFICES OF JOHN T. EARLY III
                  25 Vista Road
                  North Haven, CT 06473
                  Tel: 941-525-0800
                  Fax: 941-966-0412
                  Email: jtearly@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Lydia B. Early, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb15-30308.pdf


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Keith Allen Sei
   Bankr. D. Ariz. Case No. 15-01730
      Chapter 11 Petition filed February 24, 2015

In re Rickie Walker
   Bankr. E.D. Cal. Case No. 15-21393
      Chapter 11 Petition filed February 24, 2015

In re Randall C. Kinnings and Theresa A. Kinnings
   Bankr. S.D. Cal. Case No. 15-01055
      Chapter 11 Petition filed February 24, 2015

In re Eleanor Colleton
   Bankr. D. Mass. Case No. 15-10599
      Chapter 11 Petition filed February 24, 2015

In re Bjorn Soderblom
   Bankr. E.D. Mich. Case No. 15-42614
      Chapter 11 Petition filed February 24, 2015

In re Wayman African Methodist Episcopal Church
   Bankr. E.D. Mo. Case No. 15-41157
      Chapter 11 Petition filed February 24, 2015
         See http://bankrupt.com/misc/moeb15-41157.pdf
         represented by: Robert E. Eggmann, Esq.
                         DESAI EGGMANN MASON, LLC
                         E-mail: reggmann@demlawllc.com

In re Anoune Mbengue
   Bankr. S.D.N.Y. Case No. 15-10401
      Chapter 11 Petition filed February 24, 2015

In re Thansis, Inc.
   Bankr. E.D. Pa. Case No. 15-11252
      Chapter 11 Petition filed February 24, 2015
         See http://bankrupt.com/misc/pawb15-11252.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'KELLY ERNST & BIELLI, LLC
                         E-mail: tbielli@oeblegal.com

In re Alberto Melendez Pagan
   Bankr. D.P.R. Case No. 15-01279
      Chapter 11 Petition filed February 24, 2015

In re Allan Stephen Wachs
   Bankr. C.D. Cal. Case No. 15-10364
      Chapter 11 Petition filed February 25, 2015
         represented by: M. Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES, LLP
                         E-mail: jhayes@srhlawfirm.com

In re Joseph J. Arambula, III
        aka Joseph Jesse Arambula, III
   Bankr. C.D. Cal. Case No. 15-10612
      Chapter 11 Petition filed February 25, 2015
         represented by: M. Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES, LLP
                         E-mail: jhayes@srhlawfirm.com

In re Mulakj Raj
   Bankr. C.D. Cal. Case No. 15-12771
      Chapter 11 Petition filed February 25, 2015
         represented by: Vincent A. Gorski, Esq.
                         THE GORSKI FIRM APC
                         E-mail: vgorski@thegorskifirm.com

In re John Edward Hertz and Diane Gamroth Hertz
   Bankr. C.D. Cal. Case No. 15-12813
      Chapter 11 Petition filed February 25, 2015
         represented by: Stella A. Havkin, Esq.
                         HAVKIN & SHRAGO
                         E-mail: stella@havkinandshrago.com

In re Victor Antonio Cazares
   Bankr. C.D. Cal. Case No. 15-12822
      Chapter 11 Petition filed February 25, 2015
         represented by: M. Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES LLP
                         E-mail: jhayes@srhlawfirm.com

In re William John Probert and Michele Lorena Probert
   Bankr. S.D. Cal. Case No. 15-01082
      Chapter 11 Petition filed February 25, 2015
         represented by: Craig E. Dwyer, Esq.
                         E-mail: craigedwyer@aol.com

In re George Stanford (Junior) Pierce
   Bankr. M.D. Fla. Case No. 15-01765
      Chapter 11 Petition filed February 25, 2015
         Filed Pro Se

In re Clark Kent Whittington and Darcy London Cordell Whittington
   Bankr. N.D. Fla. Case No. 15-40102
      Chapter 11 Petition filed February 25, 2015

In re Florida Tilt, Inc.
   Bankr. S.D. Fla. Case No. 15-13456
      Chapter 11 Petition filed February 25, 2015
         See http://bankrupt.com/misc/flsb15-13456.pdf
         represented by: Ariel Sagre, Esq.
                         E-mail: law@sagrelawfirm.com

In re United One Investments, Inc.
   Bankr. N.D. Ill. Case No. 15-06441
      Chapter 11 Petition filed February 25, 2015
         See http://bankrupt.com/misc/ilnb15-06441.pdf
         represented by: Karen J. Porter, Esq.
                         PORTER LAW NETWORK
                         E-mail: porterlawnetwork@gmail.com

In re Michael Landry and Tracey J. Landry
   Bankr. W.D. La. Case No. 15-50202
      Chapter 11 Petition filed February 25, 2015

In re Mario Reis and Mia L. Reis
   Bankr. D.N.J. Case No. 15-13192
      Chapter 11 Petition filed February 25, 2015

In re Jacqueline Saunders
   Bankr. E.D.N.Y. Case No. 15-40758
      Chapter 11 Petition filed February 25, 2015

In re Winston Levy
   Bankr. E.D.N.Y. Case No. 15-40778
      Chapter 11 Petition filed February 25, 2015
         represented by: ROSENBERG MUSSO & WEINER, LLP
                         E-mail: rmwlaw@att.net

In re Smith's Housewares and Restaurant Supply Discount Outlet,
Inc.
   Bankr. N.D.N.Y. Case No. 15-30224
      Chapter 11 Petition filed February 25, 2015
         See http://bankrupt.com/misc/nynb15-30224.pdf
         represented by: Edward J. Fintel, Esq.
                         EDWARD J. FINTEL & ASSOCIATES
                         E-mail: ejfintel@aol.com

In re Barry A. Moore and Doris T. Moore
   Bankr. E.D.N.C. Case No. 15-01059
      Chapter 11 Petition filed February 25, 2015

In re Samuel Kichong Roh and Alexis Hela Roh
   Bankr. W.D. Wash. Case No. 15-11103
      Chapter 11 Petition filed February 25, 2015
         represented by: Masafumi Iwama, Esq.
                         IWAMA LAW FIRM
                         E-mail: matt@iwamalaw.com

In re Rostro, Inc.
   Bankr. N.D. Ala. Case No. 15-00724
      Chapter 11 Petition filed February 26, 2015
         See http://bankrupt.com/misc/alnb15-00724.pdf
         represented by: Bradley Richard Hightower, Esq.
                         CHRISTIAN & SMALL, LLP
                         E-mail: brhightower@csattorneys.com

In re IWM, LLC
   Bankr. D. Ariz. Case No. 15-01912
      Chapter 11 Petition filed February 26, 2015
         See http://bankrupt.com/misc/azb15-01912.pdf
         represented by: Kenneth L. Neeley, Esq.
                         NEELEY LAW FIRM, PLC
                         E-mail: ecf@neeleylaw.com

In re Charlotte Ellen Salwasser
   Bankr. E.D. Cal. Case No. 15-10705
      Chapter 11 Petition filed February 26, 2015
         represented by: Thomas H. Armstrong, Esq.

In re Gloria Alcordo Estillore
   Bankr. N.D. Cal. Case No. 15-50635
      Chapter 11 Petition filed February 26, 2015
         Filed Pro Se

In re Louis M. Gherlone, Jr.
   Bankr. D. Conn. Case No. 15-30267
      Chapter 11 Petition filed February 26, 2015

In re Ezzat Amaniou Aziz
   Bankr. D.N.J. Case No. 15-13223
      Chapter 11 Petition filed February 26, 2015

In re American Consolidated Freightways, Inc.
   Bankr. D.N.J. Case No. 15-13230
      Chapter 11 Petition filed February 26, 2015
         See http://bankrupt.com/misc/njb15-13230.pdf
         represented by: Warren D. Levy, Esq.
                         LAW OFFICES OF KASURI & LEVY, LLC
                         E-mail: lawfirm@kasurilevy.com

In re El Bethel Prayer & Praise Worship Tabernacle, Inc.
   Bankr. E.D.N.Y. Case No. 15-40795
      Chapter 11 Petition filed February 26, 2015
         See http://bankrupt.com/misc/nyeb15-40795.pdf
         represented by: Richard A. Roberts, Esq.
                         E-mail: attorneyroberts@verizon.net

In re 98 Meserole Street LLC
   Bankr. E.D.N.Y. Case No. 15-40805
      Chapter 11 Petition filed February 26, 2015
         See http://bankrupt.com/misc/nyeb15-40805.pdf
         Filed Pro Se

In re Bella Propiedad, LLC
   Bankr. E.D. Cal. Case No. 15-21491
      Chapter 11 Petition filed February 27, 2015
         See http://bankrupt.com/misc/caeb15-21491petition.pdf
             http://bankrupt.com/misc/caeb15-21491.pdf
         Filed Pro Se

In re Sanza, LLC
   Bankr. D.N.H. Case No. 15-10286
      Chapter 11 Petition filed February 27, 2015
         See http://bankrupt.com/misc/nhb15-10286.pdf
         represented by: Eleanor Wm Dahar, Esq.
                         DAHAR LAW FIRM
                         E-mail: edahar@att.net

In re Vene Associates, LLC
   Bankr. D.N.J. Case No. 15-13438
      Chapter 11 Petition filed February 27, 2015
         represented by: J. Peter Byrne, Esq.
                         LAW OFFICE OF J. PETER BYRNE

In re Ronald W. Kragnes
   Bankr. W.D. Pa. Case No. 15-20647
      Chapter 11 Petition filed February 27, 2015

In re George Andrew McDougall and Donna Marie McDougall
   Bankr. M.D. Tenn. Case No. 15-01293
      Chapter 11 Petition filed February 27, 2015

In re Kathleen Marie Garner
   Bankr. S.D. Tex. Case No. 15-20085
      Chapter 11 Petition filed February 27, 2015

In re Orion Processing LLC
        dba World Law Processing
   Bankr. W.D. Tex. Case No. 15-10279
      Chapter 11 Petition filed February 27, 2015
         See http://bankrupt.com/misc/txwb15-10279.pdf
         represented by: Jerome Andrew Brown, Esq.
                         THE BROWN LAW FIRM
                         E-mail: jerome@brownbankruptcy.com

In re H & M Party Store, Inc.
   Bankr. E.D. Mich. Case No. 15-43052
      Chapter 11 Petition filed February 28, 2015
         See http://bankrupt.com/misc/mieb15-43052.pdf
         represented by: Peter Steven Halabu, Esq.
                         E-mail: peter@halabu.net

In re Alan Ward Griffiths and Cheri Lee Griffiths
   Bankr. N.D. Ohio Case No. 15-30552
      Chapter 11 Petition filed March 1, 2015

In re Dovetail Development, Ltd.
   Bankr. N.D. Ohio Case No. 15-30553
      Chapter 11 Petition filed March 1, 2015
         See http://bankrupt.com/misc/ohnb15-30553.pdf
         represented by: Steven L. Diller, Esq.
                         DILLER AND RICE, LLC
                         E-mail: steven@drlawllc.com

In re Alton Roy Mellenbruch
   Bankr. W.D. Tex. Case No. 15-50532
      Chapter 11 Petition filed March 1, 2015

In re Edgar Lyle Mellenbruch
   Bankr. W.D. Tex. Case No. 15-50533
      Chapter 11 Petition filed March 1, 2015

In re Justin Lee Mellenbruch
   Bankr. W.D. Tex. Case No. 15-50534
      Chapter 11 Petition filed March 1, 2015

In re Nathan Simon Mellenbruch
   Bankr. W.D. Tex. Case No. 15-50535
      Chapter 11 Petition filed March 1, 2015

In re Kent Wayne Mellenbruch
   Bankr. W.D. Tex. Case No. 15-50536
      Chapter 11 Petition filed March 1, 2015
In re Shahdokht Dokhanian
   Bankr. C.D. Cal. Case No. 15-13136
      Chapter 11 Petition filed March 2, 2015
         represented by: M. Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES, LLP
                         E-mail: jhayes@srhlawfirm.com

In re Michael A. Stortini
   Bankr. D. Del. Case No. 15-10443
      Chapter 11 Petition filed March 2, 2015

In re Jennifer Lynn Harris
   Bankr. W.D. Mo. Case No. 15-60181
      Chapter 11 Petition filed March 2, 2015

In re Atwal Associates, Inc.
        dba Subway
   Bankr. W.D.N.Y. Case No. 15-20185
      Chapter 11 Petition filed March 2, 2015
         See http://bankrupt.com/misc/nywb15-20185.pdf
         represented by: David H. Ealy, Esq.
                         TREVETT, CRISTO, SALZER & ANDOLINA, P.C.
                         E-mail: dealy@trevettlaw.com

In re Charles W. Mason and Marcia A. Mason
   Bankr. S.D. Ohio Case No. 15-51170
      Chapter 11 Petition filed March 2, 2015

In re Fernando Jesus Paonessa Lopez
   Bankr. D.P.R. Case No. 15-01535
      Chapter 11 Petition filed March 2, 2015

In re Horton Wison Deepwater, Inc.
        fka AGR Deepwater Development Systems, Inc.
            Horton Deepwater Development Systems, Inc.
   Bankr. N.D. Tex. Case No. 15-40827
      Chapter 11 Petition filed March 2, 2015
         See http://bankrupt.com/misc/txnb15-40827.pdf
         Filed Pro Se

In re DiCiccio Family LLC
   Bankr. S.D. Tex. Case No. 15-31236
      Chapter 11 Petition filed March 2, 2015
         See http://bankrupt.com/misc/txsb15-31236.pdf
         represented by: Daniel C. Keele, Esq.
                         KEELE & ASSOC.
                         E-mail: dckeele@sbcglobal.net

In re Professional Services Plaza
   Bankr. S.D. Tex. Case No. 15-50024
      Chapter 11 Petition filed March 2, 2015
         See http://bankrupt.com/misc/txsb15-50024.pdf
         represented by: Jesse Blanco, Jr., Esq.
                         E-mail: jesseblanco@sbcglobal.net

In re Jose Salvador Tellez
   Bankr. S.D. Tex. Case No. 15-50029
      Chapter 11 Petition filed March 2, 2015

In re Rolando Humberto Briones, Jr.
   Bankr. W.D. Tex. Case No. 15-50601
      Chapter 11 Petition filed March 2, 2015



                            *********

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 ***