TCR_Public/150311.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 11, 2015, Vol. 19, No. 70

                            Headlines

544 SAN ANTONIO ROAD: Joins Two Affiliates in Chapter 11
544 SAN ANTONIO: Case Summary & 9 Largest Unsecured Creditors
ADVANTAGE HOME: Case Summary & 16 Largest Unsecured Creditors
ALLIED NEVADA GOLD: Case Summary & 25 Largest Unsecured Creditors
ALLIED NEVADA: Gold Miner Files for Bankruptcy Protection

ALLIED NEVADA: Seeks Chapter 11 with Plan Agreement
CAESARS ENTERTAINMENT: AP's Randall Eisenberg to Serve as CRO
CAESARS ENTERTAINMENT: Hires KPMG LLP as Tax Consultants
CAL DIVE: Has Interim Authority to Pay $2.6MM to Critical Vendor
CAL DIVE: Has Interim Authority to Tap BofA DIP Loan

CAPITAL SAFETY: S&P Raises Rating on $765MM 1st Lien Loans to 'B+'
CHS/COMMUNITY HEALTH: Moody's Rates New $1.7BB Term Loan 'Ba2'
CLIFFS NATURAL: Moody's Lowers Corp. Family Rating to B1
COOL POWER: Voluntary Chapter 11 Case Summary
CRESTWOOD MIDSTREAM: Moody's Rates New $700MM Unsec. Notes B1

CRESTWOOD MIDSTREAM: S&P Rates $700MM Sr. Unsecured Notes 'BB'
D.A.B. GROUP: $33M Sale Not Conditioned to Plan Approval
D.A.B. GROUP: Orchard Hotel Wants Lift Stay to Pursue NY Appeal
DEB STORES: Taps ASK LLP to Pursue Clawback Suits
DENDREON CORP: NY Blood Center Resigns From Committee

DENDREON CORP: Seeks June 29 Extension of Plan Filing Date
DETROIT, MI: Dispute Resolved Over Syncora Settlement
DETROIT, MI: No State Aid for Retirees with Big Annuity Returns
EAST COAST BROKERS: Stay Lifted to Let L3064 LLC Foreclose
ELLIPTICAL MOBILE: Voluntary Chapter 11 Case Summary

ENDEAVOUR INT'L: Plan Filing Deadline Moved to June 8
ENERGY FUTURE: 2nd Lien Noteholders Object to $750-Mil. Prepayment
ENERGY FUTURE: Committee Asks Standing to Pursue Suits
ENERGY FUTURE: Noteholders' Challenge Deadline Extended to April 17
ESCO MARINE: Files for Chapter 11 with $35.5M in Debt

FLINTKOTE COMPANY: Wants Removal Period Extended to August
FOODS INC: EVCD Buys 8700 Hickman Property for $3.3M
FOODS INC: Great American Okayed to Liquidate 3 Iowa Stores
FOODS INC: To Resolve Sale Objections Before Assuming Contracts
GENERAL MOTORS: Fitch Says Liquidity Sufficient for Deployment Plan

GENERAL MOTORS: Moody's Says Repurchase Plan is Credit Negative
GFI GROUP: S&P Revises CreditWatch on 'B' CCR to Positive
GT ADVANCED: Judge Won't Give Quick OK for $100MM Loan Commitment
HART PRINTING: Chapter 7 Trustee to Sell Assets on March 13
HEALTHSOUTH CORP: Moody's Rates New $300MM Note Offering 'Ba3'

HEALTHSOUTH CORP: S&P Rates $300MM Sr. Unsecured Notes 'BB-'
KEYCORP: Fitch Plans to Withdraw Ratings by April 6
LATEX FOAM: Has Ninth Interim Authorization to Use Cash Collateral
LOUDOUN HEIGHTS: Wants to Sell 313-Acre Property in Virginia
MACKEYSER HOLDINGS: Thomas Allison Named Liquidating Trustee

MASONITE INT'L: Moody's Hikes CFR to 'B1' & Rates New Notes 'B2'
MASONITE INTERNATIONAL: S&P Rates $475MM Sr. Unsecured Notes 'BB-'
MERITOR INC: Moody's Raises Corp. Family Rating to 'B1'
MORGAN HILL PARTNERS: Files Schedules of Assets & Debt
MORGAN HILL PARTNERS: Proposes Owner as Responsible Individual

NEW ENGLAND COMPOUNDING: Plan Confirmation Hearing Set for May 19
NY MILITARY ACADEMY: Seeks to Obtain $2-Mil. in DIP Loan from ITG
O.W. BUNKER: Hires Francis Conrad as Case Efficiency Expert
O.W. BUNKER: Removal Period Extended Until Plan Approval
PETTERS COMPANY: Ch.11 Trustee Can Tap Womble Carlyle as Counsel

PINNACLE ENTERTAINMENT: GLPI Offer is Add'l. Path to Shed Assets
PLATTSBURGH SUITE: Files Amended Schedules of Assets & Liabilities
PULTEGROUP INC: Fitch Affirms 'BB+' Issuer Default Rating
REED AND BARTON: Seeks Schedules Filing Extension Thru March 18
RIVER CITY RENAISSANCE: Plan Filing Exclusivity Extended Thru June

SAN JUAN RESORT: Beach Hotel Owner for Ch. 11 with $33M in Debt
SHEA HOMES: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
SPIRIT AEROSYSTEMS: S&P Raises CCR to 'BB'; Outlook Positive
SUNTECH AMERICA: Creditors' Panel Hires Pepper Hamilton as Counsel
SUNTECH AMERICA: Panel Hires FTI Consulting as Financial Advisor

SUNTECH AMERICA: Panel Hires Sheppard Mullin as Lead Counsel
SURGERY CARE: Moody's Cuts New Term Loan Rating to B1 After Upsize
SURGICAL CARE: S&P Retains 'B+' CCR on Proposed Term Loan
THOBURN LIMITED: Case Summary & 20 Largest Unsecured Creditors
TRONOX LTD: S&P Affirms 'BB' Corp. Credit Rating, Off Watch Neg

ULTIMATE NUTRITION: Committee Taps Lowenstein Sandler as Counsel
ULTIMATE NUTRITION: Committee Taps Neubert Pepe as Local Counsel
ULTIMATE NUTRITION: Files Schedules of Assets and Liabilities
UNITED GILSONITE: Amends Schedule of Unsecured Claims
UNIVERSAL COOPERATIVES: Seeks June 8 Extension of Plan Filing Date

VALEANT PHARMACEUTICALS: S&P Assigns 'BB' Rating on $1BB Term Loan
[*] Hogan Lovells Expands NY Office with Ron Silverman
[*] Junk Defaults and Recoveries Little Changed in 2014
[*] S&P Applies New Mortgage Insurance Criteria to Mortgage Insurer

                            *********

544 SAN ANTONIO ROAD: Joins Two Affiliates in Chapter 11
--------------------------------------------------------
544 San Antonio Road LLC recently filed a Chapter 11 petition,
joining two affiliates that have earlier sought bankruptcy
protection.

544 San Antonio Road filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 15-13570) in Los Angeles, California on March 9,
2015.

The Debtor estimated $10 million to $50 million in assets and debt.
The official schedules of assets and liabilities and statement of
financial affairs are due March 23, 2015, according to the docket.

David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP,
in Los Angeles, serves as counsel.

In re Gold River Valley, LLC (Bankr. C.D. Cal. 15-10691), an
affiliate of the Debtor, was filed on Jan. 16, 2015.  The case is
currently before Judge Donovan.

In re Atherton Financial Buidling, LLC (Bankr. C.D. Cal. Case No.
14-27223), an affiliate of the Debtor, was filed on Sept. 9, 2014.
The case is currently before Judge Donovan.  A motion to dismiss
the case and authorize distributions to creditors has been filed.



544 SAN ANTONIO: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 544 San Antonio Road LLC
        3218 E. Holt Avenue
        West Covina, CA 91791

Case No.: 15-13570

Chapter 11 Petition Date: March 9, 2015

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

Debtor's Counsel: David B Golubchik, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: dbg@lnbyb.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Benjamin Kirk, manager.

List of Debtor's nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CloudCar, Inc.                     Tenant-security     $154,300
                                      deposit
                                    obligation

Francisco Perez                                          $4,250

Eric Melendez                                            $3,900

SF Public Utilities Commission                           $2,004

A-A Lock & Alarm, Inc.                                   $1,470

Statcomm, Inc.                                             $474

Schindler Elevator Corporation                             $278

Mills Insurance Services                                   $193

Sunshine Valley, LLC                   Advances by      Unknown
                                        insider


ADVANTAGE HOME: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advantage Home and Community Care, Inc.
           fka Advantage Care Services
        8 Elk Mountain Road
        Asheville, NC 28804

Case No.: 15-10112  

Nature of Business: Health Care

Chapter 11 Petition Date: March 9, 2015

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: Hon. George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  WESTALL, GRAY & CONNOLLY, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: 828.254.6315
                  Email: ngray@wgcdlaw.com

Total Assets: $8,117

Total Liabilities: $2.45 million

The petition was signed by Margaret M. McGuinn, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb15-10112.pdf


ALLIED NEVADA GOLD: Case Summary & 25 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                      Case No.
       ------                                      --------
       Allied Nevada Gold Corp.                    15-10503
       9790 Gateway Drive, Suite 200
       Reno, NV 89521

       Allied Nevada Gold Holdings LLC             15-10504

       Allied VGH Inc.                             15-10505

       Allied VNC Inc.                             15-10506

       ANG Central LLC                             15-10507

       ANG Cortez LLC                              15-10508

       ANG Eureka LLC                              15-10509

       ANG North LLC                               15-10510

       ANG Northeast LLC                           15-10511

       ANG Pony LLC                                15-10512

       Hasbrouck Production Company LLC            15-10513

       Hycroft Resources & Development, Inc.       15-10514

       Victory Exploration Inc.                    15-10515

       Victory Gold Inc.                           15-10516

Type of Business: Gold and silver producer engaged in mining,      
      
                  developing and exploring properties in the State

                  of Nevada.

Chapter 11 Petition Date: March 10, 2015

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

Judge: Hon. Mary F. Walrath

Debtors'             Ira S. Dizengoff, Esq.  
Legal                Philip C. Dublin, Esq.
Counsel:             Alexis Freeman, Esq.
                     Kristine G. Manoukian, Esq.
                     AKIN GUMP STRAUSS HAUER & FELD LLP
                     One Bryant Park
                     New York, NY 10036
                     Tel: 212.872.1000
                     Fax: 212.872.1002
                     Emails: idizengoff@akingump.com
                             pdublin@akingump.com
                             afreeman@akingump.com
                             kmanoukian@akingump.com

Debtors' Co-Counsel: Michael David Debaecke, Esq.
                     BLANK ROME LLP
                     1201 Market St., Suite 800
                     Wilmington, DE 19899
                     Tel: (302) 425-6400
                     Fax: (302) 425-6464
                     Email: debaecke@blankrome.com

                       - and -

                     Victoria A. Guilfoyle, Esq.
                     BLANK ROME LLP
                     1201 Market Street, Suite 800
                     Wilmington, DE 19801
                     Tel: 302-425-6404
                     Fax: 302-425-6464
                     Email: guilfoyle@blankrome.com

                      - and -

                     Stanley B. Tarr, Esq.
                     Bonnie Glantz Fatell, Esq.
                     BLANK ROME LLP
                     1201 North Market Street, Suite 800
                     Wilmington, DE 19801
                     Tel: 302-425-6479
                     Fax: 313-428-5104
                     Email: tarr@blankrome.com
                            Fatell@BlankRome.com

Debtors'             MOELIS & COMPANY LLC
Financial
Advisors:                 - and -

                     FTI CONSULTING INC.

Debtors'             PRIME CLERK LLC
Claims and
Noticing
Agent:

Total Assets: $941.2 million

Total Debts: $663.6 million

The petition was signed by Stephen M. Jones, chief financial
officer.

Consolidated List of Debtor's 25 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------   ---------------
Computershare Trust Co. of Canada    Senior       CDN$400,000,000
as indenture trustee under          Unsecured        plus accrued
that certain indenture, dated        Notes           and unpaid
May 25, 2012                                          interest
100 University Ave. 9th Floor
Toronto, ON M5J 2Y1
Attn: Shelley Bloomberg, Mgr.

Cyanco Company LLC                   Trade Debt        $3,714,772
5505 Cyanco Drive
Winnemucca, NV 89445
Attn: Bob Warriner

Graymont Capital Inc.                Trade Debt        $2,788,888
3950 South 700 East, Suite 301
Salt Lake City, UT 84107
Attn: Trent Anderson

FLSmidth Salt Lake City, Inc.        Trade Debt        $2,519,208
Dawson Laboratory
7158 South FL Smidth Drive
Midvale, UT 84047
Attn: Craig Sams

Humboldt County Treasurer              Taxes           $2,014,770
50 W Fifth St.
Winnemucca, NY 89445
Attn: Gina Rackley

Al Park Petroleum, Inc.              Trade Debt        $1,342,448
P.O. Box 1600
Elko, NV 89801
Attn: Galen Schorsch

Wesco-Explosives                     Trade Debt        $1,173,255
6875 South 900 East Suite 100
Midvale, UT 84047
Attn: Tom Fredrick, Jr.

Southwest Energy                     Trade Debt          $995,510
2040 West Gardner Lane
Tucson, AZ 85705
Attn: Roger Osmun

Cummins Rocky Mountain, LLC          Trade Debt          $963,669
P.O. Box 912138
Denver, CO 80291
Attn: Jeff Silor

Sopus Products                       Trade Debt          $887,176
P.O. Box 7247-6236
Philadelphia, PA 19170
Attn: Sandy Nield

Arnold Machinery Company             Trade Debt          $667,629
P.O. Box 30020
Salt Lake City, UT 84130
Attn: Terry Stewart

D&D Tire, Inc.                       Trade Debt          $617,702
Purcell Tire Co.
P.O. Box 56129
Los Angeles, CA 90074
Attn: Gwen Sanchez

NV Energy                            Trade Debt          $596,774
P.O. Box 30065
Reno, NV 89520
Attn: Johnny Hargrove

Flour                                Trade Debt          $557,682
6700 Las Colinas Boulevard
Irving, TX 75039
Attn: Sandeep Nibber

Apex Logistics                       Trade Debt          $391,468
12531 Violet Rd.
Adelanto, CA 92301
Attn: Denny Wyatt

GCR Tires and Service                Trade Debt          $385,599
P.O. Box 910530
Denver, CO 80291
Attn: Jerry Moe

Ehrhardt Keefe Steiner & Hottman     Trade Debt          $306,510
7979 E. Tufts Avenue, Suite 400
Denver, CO 80237
Attn: Nathan Gordan

Esco Supply                          Trade Debt          $305,217
14785 Collections Center Drive
Chicago, IL 60693
Attn: Jeremy Johnson

Cate Equipment Co. of Elko           Trade Debt          $298,922
P.O. Box 27073
Salt Lake City, UT 84127
Attn: Shayne Hunter and Ray Pitts

AmeriGas Inc.                        Trade Debt          $244,794

International Lining Technology      Trade debt          $227,794

US Zinc                              Trade Debt          $227,419

Elko Inc.                            Trade Debt          $198,166

Rain For Rent Las Vegas              Trade Debt          $183,825

Team Silverado Enterprise            Trade Debt          $170,405


ALLIED NEVADA: Gold Miner Files for Bankruptcy Protection
---------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Allied Nevada Gold Corp. filed for Chapter 11 bankruptcy protection
on March 10 to cement a debt-slashing deal with creditors.

According to the report, holders of more than 67% of Allied
Nevada's senior unsecured bonds and its secured bank lenders
support the financial restructuring, and trade creditors will be
paid in full.  A $78 million bankruptcy loan will support business
while the restructuring makes its way through the courts, the
Journal said, citing the company.


ALLIED NEVADA: Seeks Chapter 11 with Plan Agreement
---------------------------------------------------
Allied Nevada Gold Corp., a mining company in Nevada, has sought
bankruptcy protection due to declining gold and silver prices.

ANV said that following negotiations, it has reached a deal with
holders of senior notes regarding a restructuring that would
de-lever the Debtors' balance sheet and enable the Debtors to
implement a financial and operational restructuring.

The noteholders that are parties to the Restructuring Support
Agreement have agreed to provide the Debtors a $78 million
multiple-draw term loan facility that would fund the Chapter 11
cases.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.

                       Road to Bankruptcy

Despite a nearly doubling of gold and silver ounces sold, revenue
has increased only modestly, mainly due to declining gold and
silver prices.  As of March 9, 2015, gold closed at $1,168.50 per
ounce, down approximately 38% from the 2011 peak and down 16% from
the last twelve-month high of $1,385 per ounce.  Similarly, the
market price per silver ounce has decreased over the last two years
from $29.95 per ounce as of Dec. 31, 2012 to $15.92 per ounce as of
March 9, 2015.

Despite the Debtors' prepetition efforts to increase revenue,
decrease costs, sell non-core assets, reduce or delay capital
expenditures and raise capital to address the Debtors' liquidity
constraints, the Debtors' liquidity has continued to deteriorate.
In an effort to meet their liquidity needs, during 2014 the Debtors
increased their borrowing capacity under the Credit Agreement by
$35.0 million, sold a mineral property for $20.0 million and
completed a public offering of common stock and warrants for $21.8
million.  Despite these efforts, the Debtors'
cash and cash equivalents decreased from $81.5 million at December
31, 2013 to $7.6 million at Dec. 31, 2014.  The continuing loss of
liquidity has been largely the result of (a) the drop in
gold and silver prices in recent years, (b) an overleveraged
capital structure, the servicing of which requires significant
capital resources, (c) the significant contractual capital
requirements and delay of the Hycroft Mill expansion project and
(d) exposure under the Cross Currency Swaps.

                   Prepetition Capital Structure

As of the Petition Date, the Debtors had total principal
outstanding funded indebtedness of:

    (a) $75.0 million of borrowings and issued letters of credit
under a credit agreement with The Bank of Nova Scotia, as
administrative agent, Scotia and Wells Fargo Bank, National
Association  as co-collateral agents.  The obligations under the
Credit Agreement are collateralized by substantially all of the
Debtors' assets.

  (b) $58.3 million under a Term and Security Deposit Loan
Agreement with Caterpillar Financial Services Corporation as lender
in connection with the purchase of three electric rope shovels.
Caterpillar has a first lien security interest on the electric rope
shovels.

  (c) $5.19 million on account of a promissory note issued to
Jacobs Field Services North America Inc.  The note is secured,
through a deed of trust, by a security interest in certain of
HRDI's real property, namely the Merrill Crowe Facility - Hycroft
Mine, located in Humboldt County, Nevada, which security interest
is second in priority and subordinate to the security interests
securing the obligations under the Credit Agreement.

  (d) C$400 million of senior unsecured notes issued pursuant to an
indenture, dated as of May 25, 2012, with Computershare Trust
Company of Canada, as indenture trustee.

As of the Petition Date, the Debtors had (a) approximately $97.6
million of mark-to-market liability under certain cross currency
swaps and (b) approximately $5.2 million of mark-to-market
liability under certain diesel swaps.

The Debtors' capital lease obligations, which are for the purchase
of mining equipment, bear interest at rates between 4% and 7% and
primarily carry 60-84 month terms.  As of the Petition Date, the
Debtors' owe $98.6 million in capital lease obligations.

As a gold and silver producer with significant operations in
Nevada, the Debtors purchase mining equipment, processing
commodities and other inputs from numerous vendors.  As of March 6,
2015, the Debtors estimate that they owe approximately $33.1
million of trade debt.

As of the Petition Date, 126,193,336 shares of common stock of the
Debtors are outstanding.  The Debtors' common stock trades on the
NYSE and the TSX.  The Debtors' market capitalization was
approximately $107.9 million as of the Petition Date.

Additionally, as of the Petition Date, there are 10,875,000
warrants to purchase shares of ANV common stock issued and
outstanding, exercisable until Dec. 12, 2019, which is a date that
is five years from the issue date.  As of the Petition Date, the
warrants are exercisable for $1.10 per share.

                   Restructuring Support Agreement

Beginning in December 2014, the Debtors engaged legal and financial
advisors to explore various restructuring alternatives.
After extensive, good faith and arm's length negotiations, the
Debtors ultimately reached an agreement with the Consenting
Noteholders, which was formalized by the Restructuring Support
Agreement.  Secuerd lenders The Bank of Nova Scotia and Wells Fargo
Bank are also parties to the RSA.

Pursuant to the RSA, the Debtors agree to pursue a restructuring
pursuant to a pre-arranged Chapter 11 plan.  The key terms of the
restructuring transaction are:

   -- On the Effective Date, all allowed claims against each of the
Debtors arising under the Credit Agreement, Cross Currency Swaps
and Diesel Swaps will be exchanged for New First Lien Term Loans in
an aggregate principal amount equal to the amount of such ABL
Claims, Existing Cross Currency Swap Claims and Existing Diesel
Swap Claims, respectively;

   -- The DIP Facility Claims shall either be paid in full in cash
upon occurrence of a Cash Payment Event, or, if a Cash Payment
Event has not occurred prior to the Effective Date, all allowed DIP
Facility Claims shall receive the following treatment: (i) $25
million of the amount of DIP Facility Claims shall be exchanged for
25% of the New Common Stock, subject to dilution on account of
(a) the Management Incentive Plan, (b) the New Warrants and (c) the
New Second Lien Convertible Term Loans; and (ii) the amount of DIP
Facility Claims in excess of $25 million (the "Excess DIP Facility
Claim Amount") will be exchanged for New Second Lien Convertible
Term Loans in an aggregate principal amount equal to the Excess DIP
Facility Claim Amount;

   -- On the Effective Date, all allowed claims against each of the
Debtors arising under the equipment leases to which the Debtors are
a party or otherwise bound will receive the treatment as determined
by the Company and the Requisite Consenting Noteholders;

   -- On the Effective Date, all allowed intercompany claims
between the Debtors will be adjusted, continued, or discharged to
the extent determined by the Company and the Requisite Consenting
Noteholders;

   -- On the Effective Date, all allowed claims arising under the
Senior Notes and the Indenture (such allowed claims, "Notes
Claims") will be exchanged for 75% of the New Common Stock, subject
to dilution on account of (a) the Management Incentive Plan, (b)
the New Warrants and (c) the New Second Lien Convertible
Term Loans; provided, however, that any holder of a Notes Claim on
the applicable voting record date will be entitled to elect to
receive, in lieu of shares of New Common Stock, an amount of cash
equal to $100 per $1,000 of Notes Claims; provided, further, that
if the amount of cash distributable in respect of Notes Claims
under the Plan exceeds the Notes Claim Cap, holders of Notes
Claims that have elected to receive cash will only receive their
pro rata share of the Notes Claim Cap;

   -- Holders of critical vendor claims or claims under Section
503(b)(9) of the Bankruptcy Code against a Debtor (each as
determined by the Company and the Requisite Consenting Noteholders)
will be paid in full in cash pursuant to an order of the Bankruptcy
Court, subject to an aggregate cap of $18 million and provided that
each holder of a critical vendor claim receiving payment on its
claims provides trade terms to the Company acceptable to the
Company and the Requisite Consenting Noteholders;

   -- Holders of allowed general unsecured claims shall be paid in
full in cash under the Plan;

   -- All allowed claims (a) arising from the rescission of a
purchase or sale of shares, notes or any other securities of any of
the Debtors or their affiliates, (b) for damages arising from the
purchase or sale of shares, notes or any other securities of any of
the Debtors or their affiliates, and (c) for violations of the
securities laws that are subject to subordination pursuant to
Section 510(b) (such allowed claims, "Subordinated Securities
Claims"), will be extinguished and not receive any property or
consideration under the Plan; provided, however, that the Plan
shall not extinguish any rights that a holder of Subordinated
Securities Claims may have against existing insurance maintained by
the Debtors; and

   -- If the class of holders of the Existing Common Stock votes in
favor of the Plan, then on the Effective Date, holders of the
Existing Common Stock will receive, on a pro rata basis, the New
Warrants. Other than (a) holders of the Existing Common Stock (in
their capacities as such) and (b) holders of intercompany
equity, no holder of any equity, ownership or profits interest in
any of the Debtors of any nature, or any options, warrants or other
securities that are convertible into, or exercisable or
exchangeable for, any equity, ownership or profits interests in
any of the Debtors, will receive a distribution under the Plan on
account of such interests or securities.  On the Effective Date,
all such interests and securities will be extinguished without
payment of any amounts or other distributions in consideration
therefor.  If a holder of the Existing Common Stock votes in favor
of the Plan and the class of the Existing Common Stock votes to
accept the Plan, then such holder will be deemed to have released
any Subordinated Securities Claims that it owns or controls.  If
the class of holders of the Existing Common Stock votes against the
Plan, then holders of Existing Common Stock will receive no
recovery on account of their Existing Common Stock.

The Consenting Noteholders are represented by:

         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038
         Facsimile: (212) 806-6006
         Attention: Kristopher Hansen, Esq.
                    Brett Lawrence, Esq.
                    Jayme Goldstein, Esq.
         E-mail: khansen@stroock.com
                 blawrence@stroock.com
                 jgoldstein@stroock.com

The Secured Lenders are represented by;

         WACHTELL, LIPTON, ROSEN & KATZ
         51 West 52nd Street
         New York, NY 10019
         Facsimile: (212) 403-2000
         Attention: Richard Mason, Esq.
                    John R. Sobolewski, Esq.
         E-mail: RGMason@wlrk.com
                 JRSobolewski@wlrk.com

               - and -

         PAUL HASTINGS LLP
         75 East 55th Street
         New York, NY 10022
         Facsimile: (212) 230-7699
         Attn: Andrew V. Tenzer, Esq.
         E-mail: andrewtenzer@paulhastings.com

                 Hearing Today on First Day Motions

The Debtors on the Petition Date filed motions to, among other
things:

  -- jointly administer their Chapter 11 cases;
  -- pay sales and use taxes;
  -- continue their insurance policies;
  -- grant adequate assurance of payment to utilities;
  -- continue using their existing cash management system;
  -- pay prepetition critical trade vendor claims;
  -- pay prepetition claims of shippers and warehousemen;
  -- set procedures for transfers of certain equity securities;
  -- pay prepetition employee wages and benefits; and
  -- obtain financing and use cash collateral.

A hearing on the first day motions is slated for March 11, 2015 at
2:00 p.m. (ET).

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

   http://bankrupt.com/misc/Allied_Nev_1st_Day_Affidavit.pdf

                        About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of Nevada.
ANV was spun off from Vista Gold Corp. in 2006 and began
operations in May 2007.  Nevada-based mining properties acquired
from Vista include the Hycroft Mine, an open-pit heap leach
operation5 located 54 miles west of Winnemucca, Nevada.  ANV
controls 75 exploration properties throughout Nevada as of Dec. 31,
2014,
On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Debtors have requested that their cases
be jointly administered under Case No. 15-10503.  The cases are
assigned to Judge Mary F. Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.


CAESARS ENTERTAINMENT: AP's Randall Eisenberg to Serve as CRO
-------------------------------------------------------------
Caesars Entertainment Operating Company, Inc. and its
debtor-affiliates seek authorization from the U.S. Bankruptcy court
for the Northern District of Illinois to employ AP Services LLC
("APS") to provide Randall S. Eisenberg as chief restructuring
officer, nunc pro tunc to the Jan. 15, 2015 petition date.

The Debtors all seek employment of additional authorized
representatives of APS to assist the CRO in the performance of his
duties.

The CRO and APS Personnel shall perform activities and services to
oversee the Debtors' Chapter 11 process, and the CRO shall report
directly to the Restructuring Committee of CEOC's board of
directors.  In addition to the ordinary course duties of a CRO, the
Engagement Personnel may work with the Debtors to do the
following:

   (a) provide assistance with implementation of Court orders;

   (b) provide information and analysis required pursuant to the
       Debtors' usage of cash collateral and, as needed, post-
       petition and exit financing;

   (c) develop the Debtors' business plan and such other related
       forecasts as may be required;

   (d) respond to and track calls received from suppliers in a
       vendor communications center, including the production of
       various management reports reflecting call center activity
       and in maintaining vendor support;

   (e) prepare financial related disclosures as may be required by

       the Court, including the Debtors' schedules of assets and
       liabilities, statements of financial affairs, and monthly
       operating reports;

   (f) identify executory contracts and unexpired leases and
       perform cost/benefit evaluations with respect to the
       assumption or rejection of each as necessary;

   (g) participate in claims processing, analysis, and reporting,
       including plan classification modeling and claim
       estimation;

   (h) participate in meetings and provide support to the Debtors
       and its other professional advisors in negotiations with
       potential investors, banks, and other secured lenders, a
       statutory creditors' committee appointed (if any), the U.S.

       Trustee, other parties in interest, and professionals hired

       by the same, as requested;

   (i) develop accounting and operating procedures to segregate
       prepetition and post-petition business transactions;

   (j) advise senior management and the CEOC board of directors in

       the negotiation and implementation of restructuring
       initiatives and evaluation of strategic alternatives;

   (k) develop and implement cash management strategies, tactics,
       and processes, including developing a short-term cash flow
       forecasting tool and related methodologies;

   (l) communicate and negotiate with outside constituents,
       including the banks and their advisors;

   (m) render testimony, as requested from time to time, regarding

       any of the matters to which APS or the Engagement Personnel

       are providing services;

   (n) prepare information and analysis necessary for the
       confirmation of a plan of reorganization, including
       information contained in the disclosure statement;

   (o) implement a chapter 11 plan of reorganization; and

   (p) render such other restructuring and general business
       consulting or such other assistance for the Debtors as
       management or the Debtors' restructuring counsel may
       request, that are not duplicative of services provided by
       other professionals; provided, however, that for the
       avoidance of doubt, Engagement Personnel responsibilities
       will not include oversight or responsibility over gaming
       operations, nor will anyone with oversight or
       responsibility over gaming operations report to any
       Engagement Personnel.

In addition to the services described above, the Engagement
Personnel will design and provide to the Debtors analytical tools
to assist the Debtors in connection with cost allocation processes
used by Caesars Enterprise Services, LLC to ensure that shared
costs of the Debtors and their affiliates are properly and
accurately allocated to the Debtors in accordance with the
allocation methodology established.  Such services in this regard
include:

   (a) finalizing the reporting and forecasting requirements;

   (b) tailoring the reports per the finalized requirements;

   (c) tailoring the analytical tool to forecasts allocations;

   (d) completing and supporting the ultimate migration and
       cutover effort;

   (e) implementing any refinements as necessary to the reporting
       and forecasting systems; and

   (f) providing certain hosting services, if desired, once the
       system goes live and is accepted by the Debtors.

APS will be paid at these hourly rates:

       Randall S. Eisenberg, CRO    $1,035
       Brian J. Fox                 $915
       Eva Anderson                 $850
       James K. Guglielmo           $800
       Michael DeGraf               $745
       Jeff Webb                    $745
       Tim Rosolio                  $695
       Scott Tandberg               $695
       Peter Baldwin                $615
       Brendan Bosack               $615
       Craig Hawkins                $565
       Brian Maloney                $565
       Robert Spigner               $565
       Jarod Clarrey                $510
       Alexander Juarez             $455
       David Zobrist                $455
       Jesse Bermensolo             $350
       Thomas Walz                  $350
       Managing Director            $915-$1,055
       Director                     $695-$850
       Vice President               $510-$615
       Associate                    $350-$455
       Analyst                      $305-$335
       Paraprofessional             $230-$250

Subject to the terms of the Engagement Letter, additional
compensation for services rendered will include the following:

   -- $685,000 in fees associated with the completion and adoption

      of the Cost Allocation Forecasting and Reporting Systems;

   -- $15,000 per month for hosting services pertaining to the
      Cost Allocation Forecasting and Reporting Systems, beginning

      upon the completion and adoption of such systems; and

   -- $10,000 per month for hosting services for the GL Variance
      System on APS' servers (together, the "Cost Allocation
      Tool Services").

APS will also be reimbursed for reasonable out-of-pocket expenses
incurred.

APS' current estimate is that it has received unapplied advance
payments from the Debtors in excess of prepetition billings in the
amount of $500,000 (the "Retainer").

Randall S. Eisenberg, managing director of AlixPartners, LLP an
affiliate of APS, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

APS can be reached at:

       Randall S. Eisenberg
       AP SERVICES, LLC
       2000 Town Center, Suite 2400
       Southfield, MI 48075
       Tel: (248) 358-4420
       Fax: (248) 358-1969

                     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 Operating Company and its debtor affiliates,
on March 2, 2015, 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: (1) OpCo,
to manage the Debtors' properties and facilities on an ongoing
basis, and (2) PropCo to 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 full-text copy of the Disclosure Statement dated March 2, 2015,
is available at http://bankrupt.com/misc/CAESARSds0302.pdf


CAESARS ENTERTAINMENT: Hires KPMG LLP as Tax Consultants
--------------------------------------------------------
Caesars Entertainment Operating Company, Inc. and its
debtor-affiliates seek authorization from the U.S. Bankruptcy court
for the Northern District of Illinois to employ KPMG LLP as tax
consultants, nunc pro tunc to the Jan. 15, 2015 petition date.

KPMG LLP will provide tax consulting services as KPMG LLP and the
Debtors shall deem appropriate and feasible in order to advise the
Debtors during the course of these chapter 11 cases, including, but
not limited to, the following (collectively, the "Services"):

   (a) analysis of any Section 382 issues, including a sensitivity

       analysis to reflect the Section 382 impact of the proposed
       and/or hypothetical equity transactions pursuant to the
       Proposed Restructuring;

   (b) analysis of "net unrealized built-in gains and losses" and
       Notice 2003-65 as applied to the ownership change, if any,
       resulting from or in connection with the Proposed
       Restructuring;

   (c) analysis of CEOC's tax attributes including net operating
       losses, tax basis in assets, and tax basis in stock of
       subsidiaries;

   (d) analysis of cancellation of debt income, including the
       application of Section 108 and consolidated tax return
       regulations relating to the restructuring of non-
       intercompany debt and the completed capitalization/
       settlement of intercompany debt;

   (e) analysis of the application of the attribute reduction
       rules under Section 108(b) and Treasury Regulation Section
       1.1502-28, including a benefit analysis of Section
       108(b)(5) and 1017(b)(3)(D) elections, as well as address
       any planning with respect to historical 108(i) matters;

   (f) analysis of the tax implications of any internal
       reorganizations and proposal of restructuring alternatives;

   (g) analysis of tax implications of any dispositions of assets
       and/or subsidiary stock pursuant to the Proposed
       Restructuring;

   (h) analysis of potential bad debt and retirement tax losses;

   (i) analysis of any proof of claims from tax authorities; and

   (j) analysis of the tax treatment of bankruptcy related costs.

KPMG LLP will be paid at these hourly rates:

       Partners                    $710
       Managing Directors          $600
       Senior Managers             $560
       Managers                    $500
       Senior Tax Associates       $350
       Tax Associates              $295

KPMG LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Howard Steinberg, partner of KPMG LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

KPMG LLP can be reached at:

       Howard Steinberg
       KPMG LLP
       345 Park Avenue
       New York, NY 10154-0102
       Tel: +1 (212) 758-9700
       Fax: +1 (212) 758-9819

                      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 Operating Company and its debtor affiliates,
on March 2, 2015, 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: (1) OpCo, to
manage the Debtors' properties and facilities on an ongoing basis,

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


CAL DIVE: Has Interim Authority to Pay $2.6MM to Critical Vendor
----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave Cal Dive International, Inc., et al.,
interim authority to pay the critical vendor claims in an amount
not to exceed $2.6 million.

The Debtors are authorized to condition payment of the critical
vendor claims on the execution of a trade agreement.  If a critical
vendor accepts payment and does not continue supplying goods to the
Debtors in accordance with trade terms consistent with those
practices and programs in place in the 12 months before the
Petition Date.

The final hearing on the motion will be held on March 30, 2015, at
2:00 p.m. (prevailing Eastern Time).  Any objections or responses
to entry of a final order on the motion must be filed on or before
March 23.

                   About Cal Dive International

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

Cal Dive had decided not to pay $2.2 million in interest due Jan.
15, 2015, on its 5.00% convertible senior notes due 2017.

Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.



CAL DIVE: Has Interim Authority to Tap BofA DIP Loan
----------------------------------------------------
Cal Dive International, Inc., et al., sought and obtained interim
authority from Judge Christopher S. Sontchi of the U.S. Bankruptcy
Court for the District of Delaware to obtain secured postpetition
financing from Bank of America, N.A., as administrative agent, for
a consortium of lenders, and use cash collateral securing their
prepetition indebtedness.

The DIP Facility will consist of (x) a senior revolving credit
facility of $20.2 million and (y) a subordinated term facility of
$99.8 million.  The DIP Revolving Facility will have a $5 million
sublimit for letters of credit to be provided by the DIP Agent or
any of its affiliates.  The DIP Loan accrues interest at Base Rate
+ 6.25%.

As of the Petition Date, the aggregate amount owed by the Debtors
under the Prepetition Senior Loan Documents with BofA, as
administrative agent, was not less than $99.8 million.  As of the
Petition Date, the aggregate amount owed by the Debtors under the
Prepetition Junior Loan Agreement with ABC Funding, LLC, as
administrative agent, was not less than $100 million.  As of the
Petition Date, the Debtors has outstanding convertible notes in the
face amount of not less than $86.25 million under a prepetition
indenture with Bank of New York Mellon Trust Company as indenture
trustee.

Law360 reported that at a hearing, Judge Sontchi voiced some
concern about how the DIP credit facility was structured, saying he
was chiefly bothered by the interim authorization allowing the
Debtor access to the entire loan, and spent several hours going
through page by page and editing the proposed DIP order with
attorneys for Cal Dive and the lenders.  An ad hoc group of
bondholders had also voiced concern about a provision of the DIP
facility -- extended by a group of prepetition lenders and
administered by Bank of America NA -- that allowed it to be rolled
up into $100 million of prepetition debt while being secured by
previously unencumbered assets, Law360 said.  Judge Sontchi, Law360
said, he wasn't bothered by the roll-up provision, because it
didn't change the position of the prepetition lenders, but that he
was worried all the money in the facility was essentially being
authorized by the interim order.

In the Interim DIP Order, Judge Sontchi refused to approve the
milestones proposed by the DIP Loan Documents, saying the Court
will consider approval of the milestones at the final hearing.  The
DIP milestones, among others, require the Debtors to complete any
auction of their assets on or before certain dates.

A hearing to consider approval of the Motion on a final basis will
be held on March 30, 2015, at 2:00 p.m. (Eastern Daylight Time).
Objections in the Motion, if any, must be made in writing, filed
with the Bankruptcy Court to be received on or before March 23.

A full-text copy of the Interim DIP Order is available at
http://bankrupt.com/misc/CALDIVEdipord0309.pdf

                   About Cal Dive International

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

Cal Dive had decided not to pay $2.2 million in interest due Jan.
15, 2015, on its 5.00% convertible senior notes due 2017.

Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.



CAPITAL SAFETY: S&P Raises Rating on $765MM 1st Lien Loans to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Capital Safety North America Holdings Inc.'s $765 million
first-lien credit facility, which includes a $65 million revolver
and $700 million term loan (about $635 million outstanding), to
'B+' from 'B', one notch above the corporate credit rating on the
parent company.  Capital Safety North America Holdings Inc. is a
subsidiary of Bloomington, Minn.-based fall protection equipment
provider Capital Safety Group S.a.r.l.  At the same time, S&P
revised the recovery rating on the debt to '2' from '3'.  The '2'
recovery rating indicates S&P's expectations of substantial (70% to
90%; in the lower half of the range) recovery in the event of a
payment default.

In addition, S&P raised the issue-level rating on Capital Safety
North America Holdings Inc.'s $135 million second-lien term loan to
'B-' from 'CCC+', one notch below the corporate credit rating. At
the same time, S&P revised the recovery rating on this debt to '5'
from '6'.  S&P's recovery expectations are in the lower half of the
modest (10% to 30%) recovery range.

S&P revised the recovery ratings to reflect a lower estimated
amount of first-lien debt outstanding at default than S&P assessed
in its previous analysis.  The lower first-lien debt balances are
the result of about $60 million of optional debt prepayments under
the first-lien term loan and improve recovery prospects on both
first-lien and second-lien tranches of debt.

The 'B' corporate credit rating and stable outlook on Capital
Safety Group S.a.r.l. remain unchanged.

RATINGS LIST

Capital Safety Group S.a.r.l.
Corporate Credit Rating                  B/Stable/--

Upgraded; Recovery Ratings Revised
                                          To            From
Capital Safety North America Holdings Inc.
$765 Mil. First-Lien Credit Fac.         B+            B
   Recovery Rating                        2             3
$135 Mil. Second-Lien Term Loan          B-            CCC+
   Recovery Rating                        5             6



CHS/COMMUNITY HEALTH: Moody's Rates New $1.7BB Term Loan 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD 2) rating to
CHS/Community Health Systems, Inc.'s new $1.7 billion senior
secured term loan due 2018.  Moody's understands that the proceeds
of the new term loan were used to refinance the company's existing
term loan E due 2017.  The maturity extension is modestly positive,
but Community's existing ratings, including its B1 Corporate Family
Rating and B1-PD Probability of Default Rating, are unchanged
because the transaction does not meaningfully affect the company's
leverage or cash flow.  The stable rating outlook is also
unchanged.

Ratings assigned:

  -- Senior secured term loan F due 2018 at Ba2 (LGD 2)

Ratings withdrawn:
  
  -- Senior secured term loan E due 2017 at Ba2 (LGD 2)

Community's B1 Corporate Family Rating reflects Moody's expectation
that the company will continue to reduce debt to EBITDA closer to
5.0 times by the end of 2015 as the company focuses on the
integrating the acquired Health Management Associates (HMA)
operations and driving synergies in lieu of additional debt
financed acquisitions or shareholder initiatives.  Also supporting
the rating is Moody's acknowledgement of Community's scale and
market strength, which should help the company weather unfavorable
trends, including weak volumes, and adjust to a changing
environment during ongoing implementation of the provisions of the
Affordable Care Act (ACA).  Moody's anticipates that the company
will continue to see stable to improving margin performance in the
near term from a combination of improvements at the acquired HMA
facilities, synergies from the acquisition, and benefits from lower
bad debt expense resulting from the expansion of insurance coverage
under the ACA.

Given high financial leverage, Moody's does not expect an upgrade
of the ratings in the near term.  However, Moody's could upgrade
the ratings if financial leverage is materially reduced and cash
flow coverage of debt metrics improve.  Specifically, if Community
is able to achieve and sustain adjusted debt to EBITDA closer to
4.0 times, the ratings could be upgraded.

If the company is not able to meaningfully reduce debt to EBITDA to
closer to 5.0 times over the next twelve months, Moody's could
downgrade the ratings.  Additionally, liquidity deterioration or a
significant debt-financed acquisition or adverse developments
beyond Moody's expectations related to ongoing investigations or
litigation could result in a downgrade of the ratings.

The principal methodology used in these ratings was Global
Healthcare Service Providers 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.

CHS/Community Health Services, Inc., headquartered in Franklin, TN,
is an operator of general acute care hospitals in non-urban and
mid-sized markets throughout the US.  In addition, through its
subsidiary, Quorum Health Resources, LLC, Community provides
management and consulting services to non-affiliated general acute
care hospitals throughout the country.  Community recognized
approximately $18.6 billion in revenue for the year ended Dec. 31,
2014.


CLIFFS NATURAL: Moody's Lowers Corp. Family Rating to B1
--------------------------------------------------------
Moody's Investors Service downgraded Cliffs Natural Resources Inc.
Corporate Family Rating and Probability of Default Rating to B1 and
B1-PD respectively.  Moody's also downgraded the ratings on Cliffs'
senior unsecured notes and senior unsecured shelf to B3 and (P) B3
respectively from B1 and (P)B1 respectively.  At the same time,
Moody's assigned a Ba2 rating to the $500 million First Lien senior
secured notes due 2020 and a B1 rating to the up to $1.25 billion
Second Lien Senior secured notes due 2020.  The outlook is stable.
The speculative liquidity rating was upgraded to SGL-2 from SGL-3
.

Downgrades:

Issuer: Cliffs Natural Resources Inc.

  -- Probability of Default Rating, Downgraded to B1-PD from
     Ba3-PD

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Multiple Seniority Shelf (Local Currency) due 2016,
     Downgraded to (P)B3 from (P)B1

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Downgraded to B3, LGD5 from B1, LGD4

Upgrades:

Issuer: Cliffs Natural Resources Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Assignments:

Issuer: Cliffs Natural Resources Inc.

  -- Senior Secured Regular Bond/Debenture (Local Currency),
     Assigned B1, LGD3

  -- Senior Secured Regular Bond/Debenture (Local Currency),
     Assigned Ba2, LGD2

Outlook Actions:

Issuer: Cliffs Natural Resources Inc.

  -- Outlook, Changed To Stable From Negative

"The downgrade in the CFR to B1 reflects expectations for a weaker
performance in the Asia Pacific iron ore (APIO) segment, which has
a greater exposure to the movement of iron ore prices in the
seaborne market", said Carol Cowan, Moody's Senior Vice President.
Prices in this market remain under pressure, and have recently
dipped sub $60/ton (62%Fe).  The weaker growth rates in steel
production in China, together with the ongoing iron ore
supply/demand imbalance will keep seaborne prices at low levels and
continue to impact consolidated performance.  Although production
curtailments and closures are beginning to take effect, the
increased supply of low cost iron ore from Australia and Brazil is
expected to result in a low price environment in the seaborne
market through 2016.  While the depreciation of the Australian
dollar will positively impact the cost position of the APIO
segment, it will not be sufficient to offset the level of price
impairment.  Although APIO's EBITDA is expected to be breakeven to
marginally positive at a $60 (62%Fe) seaborne price, this segment
is not expected to be a cash drain.

The B1 CFR considers the relative stability of performance in the
US iron ore operations given the contract nature of this business.
Although the contracts have varying price mechanisms, EBITDA, at a
$60 (62% Fe seaborne price) is expected to be in a range of $550 to
$600 million.  With the decrease in oil prices and energy costs,
Cliffs cost position is expected to be favorably impacted.
Assuming breakeven performance in the APIO segment and the coal
segment, this would result in leverage, as measured by the
debt/EBITDA ratio of close to 6x.  In addition, the rating reflects
the symbiotic relationship between Cliffs and the US steel mills,
which cannot economically source their iron ore requirements from
overseas producers.

The rating also incorporates the increased liquidity provided by
the refinancing undertaken by Cliffs.  Pro forma for the issuance
of the first lien notes and the second lien exchange notes, cash is
expected to increase to approximately $790 million from the $291
million position at Dec. 31, 2014.  Upon the execution of the $550
million asset backed credit facility (ABL), liquidity is expected
to be in the range of $1.3 billion.  Although drawings under the
ABL are expected due to seasonality in shipments, Cliffs is
expected to be free cash flow break even to modestly positive in
2015

The downgrade of the senior unsecured notes to B3 reflects their
weaker position in the capital structure under Moody's Loss Given
Default Methodology following the issuance of the first and second
lien notes as well as the ABL facility.  The first lien notes are
secured by plant, property and equipment, including mineral rights
while the second lien notes have the same security from a second
lien position.  The ABL is secured by receivables and inventory.

The SGL-2 speculative grade liquidity rating reflects our
expectation for breakeven to modestly positive free cash flow over
the next twelve to eighteen months, the strong cash position post
the refinancing and the absence of financial maintenance
covenants.

The stable outlook reflects our expectations that the company will
be able to generate EBITDA in the range of $550 to $600 million, be
at least free cash flow breakeven and maintain a solid liquidity
position bolstered by a strong cash position.

Ratings are unlikely to move up over the next twelve to eighteen
months.  However, the ratings could be favorably impacted should
EBIT/interest be sustained at a minimum of 4x, debt/EBITDA be
sustained at no more than 3.5x and (operating cash flow less
dividends)/debt be at least 20%.  Downward rating movement could
result should EBIT/interest continue to be less than 2.5x,
debt/EBITDA not evidence a trend to no more than 4.5x and
(operating cash flow less dividends)/debt be less than 15%.

Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America and is also involved in the metallurgical
coal business through its coking coal mining complexes.  In
addition, the company participates in the international iron ore
markets through its subsidiary in Australia.  Cliffs has
permanently closed its Wabush iron ore operations in Canada and the
operations at Bloom Lake are being restructured under the Canadian
Companies' Creditors Arrangement Act.  For the twelve months ended
Dec. 31, 2014, the company had revenues of $4.6 billion.

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


COOL POWER: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cool Power, LLC
        10 Newton Place
        Hauppauge, NY 11788

Case No.: 15-70927

Chapter 11 Petition Date: March 9, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Louis A. Scarcella

Debtor's Counsel: Elizabeth M Aboulafia, Esq.
                  CULLEN & DYKMAN LLP
                  100 Quentin Roosevelt Blvd
                  Garden City, NY 11530
                  Tel: 516-357-3700
                  Fax: 516-357-3792
                  Email: eaboulafia@cullenanddykman.com

                    - and -

                  C. Nathan Dee, Esq.
                  CULLEN & DYKMAN, LLP
                  100 Quentin Rooselvelt Blvd
                  Garden City, NY 11530
                  Tel: 516-724-3817
                  Fax: 516-357-3792
                  Email: ndee@cullenanddykman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alfons J. Schmider, Jr., member.

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


CRESTWOOD MIDSTREAM: Moody's Rates New $700MM Unsec. Notes B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Crestwood
Midstream Partners LP's proposed $700 million senior unsecured
notes due 2023.  Use of proceeds will be used to fund the
redemption of the 7.75% notes due 2019, and repay outstanding
borrowings under the company's revolving credit facility.  All
other ratings for Crestwood remain unchanged, and the outlook is
stable.

"This senior notes offering will refinance Crestwood's existing
notes and revolver borrowings, extending Crestwood's maturity
profile on a longer-term basis, enhancing the company's liquidity,"
commented Arvinder Saluja, Moody's Vice President.

The B1 rating on the company's proposed senior unsecured notes is a
notch below its Ba3 Corporate Family Rating.  Crestwood has a $1
billion senior secured revolving credit facility.  The size of the
potential priority claim from the revolver to the assets at
Crestwood relative to the senior unsecured debt outstanding results
in the unsecured debt being rated one notch beneath the Ba3 CFR
under Moody's Loss Given Default Methodology.

Crestwood's Ba3 CFR reflects the scale, large geographic
diversification and its operating margin's high proportion of
fee-based contracts.  The increased scale post merger with Inergy
Midstream, L.P., along with over 90% of the margins being fixed
fee-based, have helped diversify Crestwood's cash flow stream.  The
rating is restrained by a relatively short track record as a
combined company and high likelihood of further acquisitions, which
will need to be integrated into Crestwood, and dropdowns from
Crestwood Equity Partners LP (CEQP).  Even though they could be
leverage neutral, both acquisitions and dropdowns will involve an
increase in debt.  The ratings also consider the large amount of
consolidated debt and the moderate level of structural complexity
within the entire Crestwood family (including Crestwood Holdings
LLC, CEQP, and Crestwood).

The ratings may be upgraded if Crestwood's combined portfolio
generates enough EBITDA growth to reduce leverage materially while
benefitting from its improved presence in the major oil and natural
gas producing basins.  Specifically, an upgrade could be considered
if consolidated leverage approaches 4.5x with expectations of
remaining around that level.  The ratings may be downgraded if
leverage levels rise above 7.0x, if operational or integration
issues plague Crestwood, if its acquisition strategy becomes
aggressive, or if production backdrop in the regions it operates
dramatically shifts negatively.

The principal methodology used in this rating was Global Midstream
Energy published on Dec 2010.  Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Crestwood Holdings LLC is a private holding company owned primarily
by First Reserve Corporation.  The company controls and owns the
general partner of Crestwood Equity Partners LP, which owns the
general partner interest in Crestwood Midstream Partners LP, a
publicly traded midstream master limited partnership that owns
gathering and processing assets, storage facilities for natural
gas, NGL, and crude oil, as well as NGL and crude supply and
logistics assets.


CRESTWOOD MIDSTREAM: S&P Rates $700MM Sr. Unsecured Notes 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
and '4' recovery rating to Crestwood Midstream Partners L.P. and
Crestwood Midstream Finance Corp.'s $700 million senior unsecured
notes.  The '4' recovery rating indicates S&P's expectation of
average (30% to 50%) recovery if a payment default occurs.  S&P's
recovery expectations are in the upper half of the 30% to 50%
range.

The partnership intends to use net proceeds to fund the redemption
of all outstanding 7.75% senior notes due 2019, to repay borrowings
outstanding under its revolving credit facility, and for general
partnership purposes.

As of Dec. 31, 2014, the partnership had about $2.0 billion of
reported debt.

Houston-based Crestwood Midstream Partners is a midstream energy
master limited partnership.  S&P's corporate credit rating on
Crestwood Midstream Partners is 'BB' and the outlook is stable.

RATINGS LIST

Crestwood Midstream Partners L.P.
Corp credit rating                     BB/Stable/--

New Rating

Crestwood Midstream Partners L.P.
Crestwood Midstream Finance Corp.
$700 mil senior unsecured notes        BB
Recovery rating                        4



D.A.B. GROUP: $33M Sale Not Conditioned to Plan Approval
--------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman has authorized D.A.B. Group
LLC to sell its real estate property at 139-141 Orchard Street New
York City to Arcade Orchard Street LLC for $33 million pursuant to
a sale agreement.

Judge Chapman modified the sale order to provide that confirmation

of a plan will not be a condition to the closing and, if a
confirmation order has not been entered by the confirmation
deadline of April 15, 2015, Arcade Orchard may notify the Debtor in
writing that it elects to close regardless.  The closing will occur
within 30 days of notice, provided that all other conditions to
closing have been satisfied, and the Debtor will be obligated to
convey the acquired property to the purchaser pursuant to and in
accordance with the terms of the Sale Agreement.

The Debtor earlier canceled the auction of its assets after the
company didn't receive bids from other potential buyers.  With the

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

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

Arcade, which would have served as the stalking horse bidder had
the auction pushed through, offered $33 million for the assets.  

A copy of the sale agreement between Arcade and D.A.B. Group is
available for free at http://is.gd/cwDN2f


                         About DAB Group

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

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

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

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



D.A.B. GROUP: Orchard Hotel Wants Lift Stay to Pursue NY Appeal
---------------------------------------------------------------
Orchard Hotel LLC asks the Bankruptcy Court for relief from
automatic stay in D.A.B. Group LLC's Chapter 11 case to permit the
Appellate Division, First Department of the New York State Supreme
Court to decide an appeal.

Joseph R. Moldovan, Esq., of Morrison Cohen LLP, representing
Orchard Hotel, states that since 2011, the Debtor has waged a
scorched earth battle in the New York State Supreme Court for New
York County and in the Appellate Division with Orchard, the
noteholder and mortgagee, in a desperate attempt to keep its sole
asset, the property located at 139-141 Orchard Street New York
City, from foreclosure.  The Debtor has been largely unsuccessful
before the Supreme Court and the Appellate Division, and shortly
before its brief was due in the Appellate Division, the Debtor
commenced its Chapter 11 case.

After the sale of the mortgaged property, what remains in this
case is the allowance and payment of relatively few claims against

the estate, including Orchard's claim of $28 million, including
interest, fees and costs.  Now that the Debtor has lost its
property, it seeks to begin anew the battle with Orchard in this
Court over issues the Appellate Decision had previously decided in
Orchard's favor and was poised to decide again, so that the
Debtor's principal can recover from the proceeds of the sale.  The
Court should not permit this to happen, Mr. Moldovan tells the
Court.

Mr. Moldovan explains that the purpose of the motion to lift stay
is to avoid the thorny jurisdictional issues raised by the Debtor's
ongoing litigation strategy, and instead to put the question to the
Appellate Division.  Given that the Appellate Division has ruled on
the issue twice and would be poised to rule on it for a third time,
the most prudent course here is to permit the Appellate Division to
decide the appeal.  If the Appellate Division reaffirms its
decision, the Debtor will be precluded from raising any estoppel
defence in the bankruptcy proceeding, thereby eliminating the only
material contested issue.

                         About DAB Group

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

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

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

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



DEB STORES: Taps ASK LLP to Pursue Clawback Suits
-------------------------------------------------
Deb Stores Holding LLC and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ ASK LLP as special counsel, nunc pro tunc to Jan. 15, 2015
petition date.

ASK will serve as special counsel to the Debtors to analyze,
prosecute and settle Avoidance Actions.

ASK will attempt to recover claims before an adversary proceeding
is commenced and expenses incurred.  To procure settlements ASK
will send a demand package consisting of the certain documents.
ASK will attempt to make phone contact with every recipient of a
preference demand to verify the package is in the right hands and
to encourage the settlement option.  As part of the settlement
process ASK may share certain preference analysis reports.

Once an action is commenced, ASK will serve a summons and
complaint, a cover letter, a settlement offer and acceptance form,
and initial disclosures. ASK again will attempt to make phone
contact with every recipient of a lawsuit to verify the package is
in the right hands and to encourage the settlement option.

ASK's compensation for full avoidance claims analysis is included
as part of the contingency fee set:

  -- Pre Suit. ASK will earn legal fees on a contingency basis of
     15% of the cash value plus any the cash equivalent value of
     any claim waiver obtained on all Avoidance Actions it pursues

     on behalf of the Estate.  Claims can of course be
     administrative, priority, and general unsecured.  ASK's legal

     fee will include the value of any claim waiver only to the
     extent such claim is a liquidated and agreed to amount that
     otherwise would be paid but for the waiver obtained as part
     of the settlement.

  -- Post Suit. ASK will earn legal fees on a contingency basis
     of 25% of the cash value plus any the cash equivalent value
     of any claim waiver obtained on all Avoidance Actions it
     pursues on behalf of the Estate.  Claims can of course be
     administrative, priority, and general unsecured.  ASK's legal

     fee will include the value of any claim waiver only to the
     extent such claim is a liquidated and agreed to amount that
     otherwise would be paid but for the waiver obtained as part
     of the settlement.

  -- Post Judgment.  ASK will earn legal fees on a contingency
     basis of 28% of the cash value plus any the cash equivalent
     value of any claim waiver obtained on all Avoidance Actions
     it pursues on behalf of the Estate.  Claims can of course be
     administrative, priority, and general unsecured.  ASK's legal

     fee will include the value of any claim waiver only to the
     extent such claim is a liquidated and agreed to amount that
     otherwise would be paid but for the waiver obtained as part
     of the settlement.

ASK will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Joseph L. Steinfeld, Jr., the managing partner of ASK, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on April 1, 2015, at 2:00 p.m.  Objections were due
March 6, 2015.

ASK can be reached at:

       Joseph L. Steinfeld, Jr., Esq.
       ASK LLP
       151 West 46th Street, 4th Floor
       New York, NY 10036
       Tel: 651.289.3850
       E-mail: jsteinfeld@askllp.com

                          About Deb Stores

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

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

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

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

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

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


DENDREON CORP: NY Blood Center Resigns From Committee
-----------------------------------------------------
The U.S. Trustee for Region 3 announced that New York Blood Center,
Inc. has resigned from Dendreon Corp.'s official committee of
unsecured creditors.

The remaining members of the unsecured creditors' committee are:  

     (1) American Red Cross
         Attn: Richard Feliciano
         2025 E St.
         NW, Washington DC 20006
         Phone: 202-303-5534
         Fax: 202-303-0099

     (2) Document Technologies LLC
         Attn: Jeffrey W. Jacobs
         Two Ravinia Dr., Ste. 850
         Atlanta, GA 30346
         Phone: 770-390-2700
         Fax: 770-390-2705

     (3) Piedmont – Bridgewater NJ LLC
         c/o Piedmont Office Realty Trust, Inc.
         Attn: Thomas A. McKean
         11695 Johns Creek Pkwy., Ste. 350
         John Creek, GA 30097
         Phone: 770-418-8611
         Fax: 770-418-8711

     (4) GlaxoSmithKline
         Attn: Tim Thelen, Esq.
         5 Moore Dr., PO Box 13398
         Research Triangle Park, NC 27709
         Phone: 919-483-1480
         Fax: 704-899-9234

                          About Dendreon Corp

With corporate headquarters in Seattle, Washington, Dendreon
Corporation -- http://www.dendreon.com/-- a biotechnology company
focused on the development of novel cellular immunotherapies to
significantly improve treatment options for cancer patients.

Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became commercially
available for the treatment of men with asymptomatic or minimally
symptomatic castrate-resistant (hormone-refractory) prostate cancer
in April 2010.  Dendreon is traded on the NASDAQ Global Market
under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors
requested that their cases be jointly administered under Case No.
14-12515.  The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016 representing
84% of the $620 million aggregate principal amount of the 2016
Notes.  The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and $664 million
in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 appointed five members to the
Official Committee of Unsecured Creditors.


DENDREON CORP: Seeks June 29 Extension of Plan Filing Date
----------------------------------------------------------
Dendreon Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the period by which they have
exclusive right to file a plan through and including June 29, 2015,
and the period by which they have exclusive right to solicit
acceptances of the plan through and including Aug. 27, 2015.

The Debtors' Plan Period  expired on March 10.  The Debtors'
counsel, Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, tells the Court that the Debtors
have already begun the process of preparing a plan of liquidation
and negotiating with their creditors regarding the provisions of
the plan.  Ms. Pierce says the Debtors believe that it is
reasonable to request additional time to prepare,  file, and
confirm a chapter 11 plan based on the Sale.  Granting the
requested extensions will facilitate the Debtors' efforts by
providing the Debtors with a full and fair opportunity to propose
and solicit a plan without the distraction of ill-formed competing
plans, Ms. Pierce asserts.

                       About Dendreon Corp

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

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors
requested that their cases be jointly administered under Case No.
14-12515.  The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016 representing
84% of the $620 million aggregate principal amount of the 2016
Notes.  The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and $664 million
in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 appointed five members to the
Official Committee of Unsecured Creditors.


DETROIT, MI: Dispute Resolved Over Syncora Settlement
-----------------------------------------------------
Christine Ferretti, writing for The Detroit News, reported that a
dispute has been resolved between the city of Detroit and Wayne
County over property promised to a key creditor to help resolve the
city's historic Chapter 9 case.

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

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

According to Detroit News, Jones Day attorney Jeffrey B. Ellman
told U.S. Bankruptcy Judge Thomas Tucker that the county's
complaint over the parcel has been withdrawn and "resolves the
issue completely."  Mr. Ellman said that a stipulation filed with
the bankruptcy court officially withdraws the county's opposition.

                   About the City of Detroit

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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

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


DETROIT, MI: No State Aid for Retirees with Big Annuity Returns
---------------------------------------------------------------
Ed White, writing for The Associated Press, reported that the state
of Michigan is opposing efforts to give financial aid to Detroit
retirees whose extraordinary returns from an annuity program harmed
the city's pension fund, after the issue emerged at a court hearing
to discuss how Detroit is performing three months after emerging
from bankruptcy.

According to the report, pension cuts of 4.5% have kicked in for
thousands of retirees as part of the plan to get out of bankruptcy.
If their income falls below certain levels, they can qualify for
aid from a special fund administered by the state, but state
attorneys say payments shouldn't go to retirees whose income has
also dropped because they've been forced to repay generous annuity
returns, the report related.

                   About the City of Detroit

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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

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


EAST COAST BROKERS: Stay Lifted to Let L3064 LLC Foreclose
----------------------------------------------------------
U.S. Bankruptcy Judge K. Rodney May has ordered that the automatic
stay is terminated to permit L3064, LLC, to proceed with a
foreclosure action with respect to real estate property owned by
Professional Talent Group, LLC, pending in Circuit Court of the
Thirteenth Judicial Circuit in and for Hillsborough County,
Florida, as Case No. 14-CA-011414, provided, that the termination
of the automatic stay will be effective as of 12:01 a.m., April 24,
2015.

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with related entities,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.

The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M.
Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No.
13-02896); Ruskin Vegetable Corporation, Case No. 13-02897);
Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia,
Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No.
13-03070); and Stellaro Bay, Inc. (Case No. 13-3071).

Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the
Debtors.  Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at
Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors'
special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.



ELLIPTICAL MOBILE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Elliptical Mobile Solutions, LLC
        465 E. Chilton Drive, Ste. 1
        Scottsdale, AZ 85255

Case No.: 15-02418

Chapter 11 Petition Date: :15-02418

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Adam E. Hauf, Esq.
                  THE LAW OFFICE OF ADAM HAUF
                  4225 W Glendale Avenue, Suite A-104
                  Phoenix, AZ 85051
                  Tel: 623-252-0742
                  Fax: 623-321-2310
                  Email: adam@hauflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jody G. Robbins, managing member.

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


ENDEAVOUR INT'L: Plan Filing Deadline Moved to June 8
-----------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended Endeavour Operating Corporation, et al.'s
exclusive plan filing period through and including June 8, 2015,
and their exclusive plan solicitation period through and including
Aug. 6, 2015.

In support of their extension request, the Debtors' counsel,
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said the Debtors have been dedicated to a
cooperative, consensual process since before the Petition Date.  To
address current industry conditions, including the continuing drop
in oil and gas prices, which prompted the Debtors to delay
confirmation of their plan of reorganization, the Debtors have
initiated discussions with, among others, the Consenting Creditors
and their advisors and the advisors to the Official Committee of
Unsecured Creditors regarding potential modifications to the
Proposed Plan and the Restructuring Support Agreement.  Mr. Shapiro
told the Court that the Consensual Restructuring was developed in
an industry environment where oil prices had remained relatively
stable for the past for years.

Mr. Shapiro said that although the discussions are only in the
preliminary stages, the Debtors are encouraged by the parties'
willingness to engage on key issues.  Extension of the Exclusive
Periods will further the cooperative dialogue by allowing the
Debtors to maintain control over the Chapter 11 cases and to
continue to usher their disparate creditor groups toward a holistic
resolution without the interference and expense of addressing
competing plan proposals, Mr. Shapiro further told the Court.

                    About Endeavour International

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

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

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

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

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

                        *     *     *

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

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

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


ENERGY FUTURE: 2nd Lien Noteholders Object to $750-Mil. Prepayment
------------------------------------------------------------------
BankruptcyData reported that Energy Future Holdings Corp.'s second
lien indenture trustee and Energy Future Intermediate Holdings
second lien group objected to Debtors' request to partially prepay
the second lien notes.

As previously reported by The Troubled Company Reporter, the
Debtors sought authority to use up to $750 million of its cash on
hand to repay outstanding principal and accrued interest on the EFH
11.00% and 11.75% second lien notes due 2021 and 2022, on a pro
rata basis, and authorize the payment of a cash consent fee of up
to $13.5 million to the consenting lenders under the EFIH DIP
Facility in exchange for the EFIH DIP Consent.

According to BData, the trustee asserts, "Specifically, the Second
Lien Trustee cross-moves for the addition of provisions to the
Proposed Order (i) providing that the Second Lien Trustee's
distribution of funds to the Second Lien Noteholders pursuant to
that Order does not violate the Collateral Trust Agreement, and
(ii) dismissing the Intercreditor Litigation with prejudice.
Alternatively, if the Court declines to address the merits of the
Intercreditor Litigation at this time, the Second Lien Trustee
cross moves to modify the Proposed Order (i) to strike the
provision directing the Second Lien Trustee to distribute the
Partial Prepayment to Second Lien Noteholders, and (ii) to provide
that interest continues to accrue on the Second Lien Notes pending
resolution of the Intercreditor Litigation."

BData relates that the Second Lien Noteholders argue also filed a
cross-motion seeking authority from the Court to modify the
proposed order to provide (1) that the second lien indenture
trustee is not required by the collateral trust agreement to hold
the partial prepayment in trust for first lien noteholders or (2)
alternatively, that interest continues to accrue under the second
lien indenture.

Energy Future Intermediate Holding Company LLC disclosed in a
document filed with the Securities and Exchange Commission that as
of Feb. 18, 2015, a total of approximately 97% of the lenders under
its senior secured superpriority debtor-in-possession credit
agreement, dated as of June 19, 2014, have consented to the use of
up to $750 million of its cash to repay principal and accrued
interest on EFIH's 11.00% Second Lien Notes due 2021 and its 11.75%
Second Lien Notes due 2022.

                        About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Committee Asks Standing to Pursue Suits
------------------------------------------------------
The Official Committee of Unsecured Creditors of Energy Future
Holdings Corporation and its affiliates wants standing to pursue
lawsuits that collectively may yield over $2 billion in recoveries
and over $24 billion in avoided liens for the benefit of unsecured
creditors.

The EFH Committee is asking asks the Bankruptcy Court to grant the
Committee exclusive derivative standing to assert, prosecute,
litigate, negotiate and, if appropriate and upon Court approval,
settle claims and/or causes of action against the TCEH LBO
Creditors on behalf of and for the benefit of the estates of
Luminant Generation Company LLC and its debtor subsidiaries that
are Subsidiary Guarantors.

Mark A. Fink, Esq., representing the Committee, states that the
Luminant Debtors are not liable on all of the TCEH LBO Debt but
nonetheless serviced it from property otherwise available to their

other creditors.  The liability of the Luminant Debtors is
derivative of upstream guarantees and limited to the amount that
the Luminant Debtors could have incurred at the time of the
guarantee (2007 for most of the TCEH LBO Debt, 2010 for the Second

Lien Notes and 2011 for the First Lien Notes) without such
incurrence constituting a fraudulent transfer.  For reasons
specific to the extraordinary 2007 leveraged buy-out, the
liability of the Luminant Debtors is significantly less than the
face amount ofthe TCEH LBO Debt and has been at all times since
incurrence of the Limited Guarantees.

According to Mr. Fink, EFH is the largest creditor of the Luminant

Debtors, excluding the TCEH LBO Creditors.  Accordingly, the EFH
Committee expects to object to the TCEH LBO Creditors' claims and
seek a judicial determination ofthe amount actually due on their
Limited Guarantees.  As a party in interest, the EFH Committee
does not require standing to object to claims.  However, reduced
guarantee claims against the Luminant Debtors give rise to related

avoidance claims against the TCEH LBO Creditors, which the EFH
Committee requires standing to pursue.

Mr. Fink notes that over $8 billion of debt service, fees and
expenses have been paid to the TCEH LBO Creditors during the four
years prior to the petition date, the applicable statute of
limitations if the Court determines that Delaware law applies (the

amount is larger under the longer New York period). The Luminant
Debtors, insolvent during that period, did not receive 'reasonably

equivalent value' to the extent that they made payments on a
liability that did not exist.  For their own reasons, the TCEH
Debtors entered into stipulations that effectively prevent the
Luminant Debtors or EFH from challenging the amount of the Limited

Guarantees.  These stipulations prejudice EFH and the challenge
period will expire soon.

The EFH Committee seeks standing to prosecute and settle all
avoidance actions arising out of or related to debt service, fees,

expenses or other amounts transferred to or for the benefit of the

TCEH LBO Creditors directly or indirectly from the Luminant
Debtors after the initial 2007 LBO, as well as any related liens
or obligations incurred by the Luminant Debtors after the
initial2007 LBO.  The Luminant Avoidance Actions complement the
claims objections that the EFH Committee is pursuing, insofar as
disgorgement of avoidance proceeds will be a precondition to
allowance of any of the TCEH LBO Creditors' claims against the
Luminant Debtors.  The EFH Committee has discussed this Motion
with the TCEH Committee, and the EFH Committee believes that
granting the relief requested in this Motion does not preclude the

Court from granting standing to the TCEH Committee on the other
matters referenced in its own motion and attached complaint.

The Committee's attorneys can be reached at:

         MONTGOMERY MCCRACKEN WALKER & RHOADS, LLP
         Mark A. Fink, Esq.
         Natalie D. Ramsey, Esq.
         1105 North Market Street, 151
         Wilmington, Del. 19801
         Tel: (302) 504-7800
         Fax: (302) 504 -7820
         E-mail: nramsey@mmwr.com
                 mfink@mmwr.com

               - and -

         SULLIVAN & CROMWELL LLP
         Andrew G. Dietderich, Esq.
         Brian D. Glueckstein, Esq.
         125 Broad Street
         New York, N.Y. 10004
         Tel: (212) 558-4000
         Fax: (212) 558-3588
         E-mail: dietdericha@sullcrom .com
                 gluecksteinb@sullcrom.com

                        About Energy Future

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

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

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

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

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

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

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

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

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



ENERGY FUTURE: Noteholders' Challenge Deadline Extended to April 17
-------------------------------------------------------------------
James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, notified the U.S. Bankruptcy Court for the
District of Delaware that Energy Future Holdings Corp., et al., the
TCEH First Lien Ad Hoc Committee, the First Lien Collateral Agent,
the First Lien Administrative Agent, and the First Lien Notes
Trustee agreed that their deadline, established under the Final
Cash Collateral Order, to stipulations and admissions contained in
the Final Cash Collateral Order is further extended to April 17,
2015.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Energy Future said it will file a
reorganization plan "in the near term" and doesn't want delicate
negotiations upended by litigation, thus the company is seeking to
stop creditors from suing secured lenders to void security
interests covering $24.8 billion in first-lien debt.

According to the Bloomberg report, Energy Future filed papers in
court saying that talks on a plan are at a "critical juncture" with
proposals by "multiple stakeholders," and the company's chief
restructuring officer is working on a plan term sheet for
discussion with "significant creditor constituencies."

                        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.


ESCO MARINE: Files for Chapter 11 with $35.5M in Debt
-----------------------------------------------------
ESCO Marine, Inc., and four affiliates sought Chapter 11 bankruptcy
protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7,
2015.

ESCO Marine disclosed $28.8 million in assets and $35.5 million in
debt as of Jan. 31, 2015.

The cases are assigned to Judge Richard S. Schmidt.  The Debtors
filed an emergency motion seeking joint administration of their
Chapter 11 cases, requesting to designate as the "main case" the
proceedings of ESCO Marine, Inc., Case No. 15-20107.

ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC,
and Texas Best Equipment LLC are affiliates of ESCO Marine.  ESCO
Marine is the operating parent company.

The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley
Banack Inc., in San Antonio, as counsel.



FLINTKOTE COMPANY: Wants Removal Period Extended to August
----------------------------------------------------------
Flintkote Company and Flintkote Mines Limited ask the U.S.
Bankruptcy Court for the District of Delaware to extend by an
additional six months, or until Aug. 31, 2015, the period within
which they can remove prepetition actions.

The Court has previously granted 27 prior extensions of the
Removal Period in these chapter 11 cases.  Pursuant to its most
recent such order on September 12, 2014, the Court extended the
Removal Period through February 28, 2015, to provide he Plan
Proponents and Imperial Tobacco Canada Limited the opportunity to
engage in the formal mediation that ultimately resulted in the
Settlement Agreement and related modifications to the Prior Plan.

The Debtors are now taking the requisite steps to confirm the Plan

and bring these chapter 11 cases to a successful close.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip
E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

James J. McMonagle, is the legal representative for future
claimants.  The FCR has retained Dr. Timothy Wyant as claims
evaluation consultant.  The FCR is represented by James L.
Patton, Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway
Stargatt & Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys,
Sater, Seymour & Pease LLP.

When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy
Judge Judith Fitzgerald.



FOODS INC: EVCD Buys 8700 Hickman Property for $3.3M
----------------------------------------------------
U.S. Bankruptcy Judge Anita L. Shodeen approved in February the
asset purchase agreement between Foods, Inc., and Equity Ventures
Commercial Development, L.C., for the sale of property designated
8700 Hickman Real Property for $3,300,000.

The APA represents the highest and best offer for the 8700 Hickman
Real Property.  Objections were overruled on the merits.

The 8700 Hickman Real Property was previously included in the APA
between the Debtors and Associated Wholesale Grocers.  The Debtor
executed 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 $136.8
million.

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

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

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



FOODS INC: Great American Okayed to Liquidate 3 Iowa Stores
-----------------------------------------------------------
The Bankruptcy Court authorized Foods, Inc., et al., to employ
Great American as their grocery inventory liquidator and equipment
auctioneer, to liquidate the grocery store inventory at the 8700
Hickman, EP True, and E. 33rd Street Stores, and to hold an auction
for the sale of the equipment at the 8700 Hickman and E. 33rd
Street Stores, at the expense of the estate.

On Dec. 3, 2014, the Court approved the bidding procedures and bid
protections, including a break-up fee, in connection with the
auction and sale of assets.  The sale motion provided for the sale
of all ten of Debtor's stores, with the sale consummating on or
about March 3, 2015.

In this relation, liquidation of inventory requires specialized
expertise and a time frame of approximately four to six weeks to be
the most successful.  The Debtor previously engaged Great American
for the successful liquidation of grocery inventory and auction of
equipment at its former Ames, Ankeny and Prospect stores.

Great American maintains its principal offices at 21860 Burbank
Blvd., Suite 300 South, Woodland Hills, California.

Great American will conduct the orderly liquidation of grocery
inventory at:

   a. 5003 E.P. True Parkway, West Des Moines, Iowa
   b. 8700 Hickman Road, Clive, Iowa
   c. 3400 E. 33rd Street, Des Moines, Iowa.

Great American will serve as liquidator for the three stores on
these terms:

   a. Great American will guarantee 75.8% of the cost inventory in
the three stores. Based on the Debtor's books and records as of
Dec. 27, 2014, the cost inventory for the three stores was
approximately $2,609,000. Based on the December books and records,
Great American will guarantee the Debtor approximately $1,977,622.
Great American will retain all monies over the guarantee amount
plus any amount augmented.  If the Debtor does not accept Great
American's guarantee, Great American will complete the inventory
liquidation for a fee.

   b. Great American will be responsible for its own expenses,
including supervisors' expenses, signage and advertisement
expenses, corporate travel, and support expenses.  All other
expenses will be paid by the Debtor.

   c. Great American will augment approximately $100,000 per store
throughout the sale utilizing the Debtor's vendors.

   d. Settlements will occur weekly with the Debtor collecting all
monies.  Great American will not receive any monies until the
guarantee threshold is met, plus all augment costs at that time
that are met.

   e. Furniture, fixtures, and equipment will be sold out of the
8700 Hickman and E 33rd St. stores at a 20% commission, plus
expense reimbursement.

To the best of the Debtor's knowledge, Great American is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors' attorneys can be reached at:

         Jeffrey D. Goetz, Esq.
         BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, P.C.
         801 Grand Avenue, Suite 3700
         Des Moines, Iowa 50309-8004
         Tel: (515) 246-5817
         Fax: (515) 246-5808
         E-mail: goetz.jeffrey@bradshawlaw.com

                       About Foods Inc.

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

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

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

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

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



FOODS INC: To Resolve Sale Objections Before Assuming Contracts
---------------------------------------------------------------
Bankruptcy Judge Anita L. Shodeen entered on Jan. 30, 2015, an
order on Foods, Inc., et al.'s motion to cure amounts to assume and
assign certain executory contracts and unexpired leases in
connection with sale of its assets.

The Court finds that:

   1. there were pending objections related to the sale of Debtor's
assets pursuant to Section 363 of the Bankruptcy Code;

   2. the objection by Eastwood Investors, LLC and GraysLake
Eastwood LLC was resolved; and

   3. certain objections had not been formally resolved.

The Court ordered that:

   a. upon resolution of the pending objections by the closing
date, the parties will file a stipulation with the Court or
withdraw their objection; and

   b. any objections not resolved by March 1, 2015, will be
scheduled for hearing on March 20.

                       About Foods Inc.

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

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

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

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

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


GENERAL MOTORS: Fitch Says Liquidity Sufficient for Deployment Plan
-------------------------------------------------------------------
Fitch Ratings expects General Motors Company's (GM) cash liquidity
to remain adequate despite its plan to return a significant level
of cash to shareholders over the next two years. As such, Fitch
does not expect any change to GM's ratings or Outlook as a result
of the plan. Fitch currently rates GM's Issuer Default Rating (IDR)
at 'BB+', and its Rating Outlook is Positive.

Fitch's ratings apply to two revolving credit facilities with a
total capacity of $12.5 billion and $7 billion in senior unsecured
notes.

On March 9, 2015, GM announced a capital allocation and share
buyback strategy that will significantly increase the company's
cash returns to shareholders over the intermediate term, but it is
less aggressive than the earlier proposal put forth by a group of
the company's shareholders. Following GM's announcement, the
shareholder group announced that it has withdrawn its proposal.
GM's plan calls for a total of $5 billion in share buybacks to be
completed by year-end 2016 and about $5 billion in dividends to be
paid over the same period. GM announced in February its intent to
increase its dividend by 20% beginning with the June 2015 payment,
and that will contribute to the increase in dividend payments.
Beyond 2016, the company expects to return substantially all of its
free cash flow (FCF) to shareholders. By contrast, the shareholder
proposal had called for the company to repurchase $8 billion in
shares over a 12-month period commencing in June 2015.

For creditors, a key piece of GM's announcement is the company's
intention to maintain an automotive cash target of $20 billion.
This compares with an actual automotive cash balance of $25.2
billion at year-end 2014. Fitch has previously stressed the
importance of GM maintaining an automotive cash balance of at least
$20 billion in order to provide a sufficient liquidity cushion in
the event of a severe downturn. Fitch's own forecasts suggest that
even with the substantial shareholder returns outlined today, the
company has the ability to maintain a cash balance above $20
billion over the next two years, even though total cash spent on
dividends and share repurchases is likely to exceed the company's
pre-dividend FCF. However, in the event that FCF is weaker than
expected, Fitch believes GM will adjust its share repurchase
activity to avoid allowing cash to fall below the $20 billion
threshold for an extended period. As Fitch has noted in the past,
automotive cash falling below the $20 billion level for a prolonged
period could lead to a negative rating action.

Fitch expects the company to repurchase shares solely using cash on
hand and FCF, and therefore Fitch does not expect GM's leverage to
be affected by the program. At year-end 2014, EBITDA leverage
(debt/Fitch-calculated EBITDA) remained low for its current ratings
at 0.8x. Funds from operations (FFO) adjusted leverage at year-end
2014 was 1x.

Fitch continues to monitor various events stemming from last year's
recalls. Although it will likely be several years before all of the
lawsuits and investigations are resolved, nearer term events that
Fitch is following closely include the final outcome of the
company's ignition switch victim compensation program and a pending
decision by the bankruptcy court on the pre-petition status of
damages and injuries incurred prior to the 2009 bankruptcy of
General Motors Corporation. Fitch would view a significant number
of victims accepting awarded compensation as a credit positive,
particularly if it were followed by a meaningful decline in the
number of outstanding lawsuits. At the same time, a definitive
court ruling that injuries or damages incurred prior to the 2009
bankruptcy are, in fact, pre-petition claims would also be a credit
positive.

If GM incurs any significant near-term cash costs tied to any
fines, penalties or settlements related to the recalls, Fitch
expects the company will adjust its share repurchase activity, if
necessary, in order to maintain its cash at the target level. If GM
were to allow cash to fall below the target level and continue
repurchasing shares, Fitch could consider a negative rating
action.

GM, along with the other Detroit automakers, will be ramping up
negotiations with the United Auto Workers (UAW) union on a new
labor agreement later this year. As of the company's 2014 proxy
filing, the UAW was the largest single holder of GM's common stock,
with an 8.7% stake. UAW leadership previously commented publicly
that it believed the $8 billion shareholder proposal was too high
and premature, although the union suggested it might support some
cash returns to shareholders. Based on the union's comments, Fitch
believes the $8 billion proposal would have complicated
negotiations with the union, although it remains to be seen how the
union will respond to the plan laid out today.

Fitch has previously outlined the following rating sensitivities
that still apply to GM's ratings:

Positive:

-- Increasing the North American EBIT margin to near 10% on a
    sustained basis.

-- Improving the profitability of the company's European
    operations.

-- Sustained positive FCF generation, excluding unusual items.

-- Increased clarification that the follow-on costs of the
    recalls can be managed while keeping automotive cash liquidity

    at $20 billion or higher.

Negative:

-- A decline in cash liquidity below $20 billion for a prolonged
    period.

-- Significant negative developments related to the recalls that
    result in a greater-than-expected cash outflow.

-- A sustained period of negative FCF generation.

-- A change in financial policy, particularly around maintaining
    high liquidity and low leverage.

-- A need to provide extraordinary financial assistance to GMF in

    the case of a liquidity event at the finance subsidiary.

Fitch currently rates GM as follows:

GM

-- Long-term IDR 'BB+';
-- Unsecured revolving credit facility rating 'BB+';
-- Senior unsecured notes rating 'BB+'.

The Rating Outlook is Positive.



GENERAL MOTORS: Moody's Says Repurchase Plan is Credit Negative
---------------------------------------------------------------
Moody's Investors Service said that General Motors Company's
ratings (including its Baa3 credit facility rating which
contingently benefits from domestic subsidiary guarantees and its
Ba1 senior unsecured note rating) are unchanged following the
company's announcement that its board approved a new capital
allocation strategy.  This strategy will include: a $5 billion
share repurchase program to be completed by the end of 2016, a
dividend policy that should amount to $5 billion for 2015 through
2016, and a $20 billion targeted cash position.  The rating outlook
remains stable.  Also unchanged are the Ba1 senior unsecured rating
and stable outlook of GM Financial which benefit from a support
agreement from GM.

Although GM's ratings and stable outlook are unchanged by the
capital allocation program, the initiative represents a negative
credit development.  Bruce Clark, Senior Vice President with
Moody's said, "This program weakens GM's positioning at the current
rating level and will likely delay any potential consideration for
an upgrade." Higher ratings are important to GM because of the
significant ongoing borrowing requirements of its captive finance
operation -- GM Financial.

The key credit risk associated with the capital allocation plan is
GM's decision to effectively fund its share repurchase program by
reducing the liquidity position of its automotive operations by
about $5 billion in the face of a number of operational and
financial challenges.  Moreover, despite GM's stated intention of
maintaining an "investment-grade balance sheet", the reduction of
its targeted cash position to $20 billion from a previous targeted
range of $20 billion to $25 billion, combined with the plan to
return all available free cash flow to shareholders, represent a
clear increase in the company's credit risk profile.

Before the impact of any recall-related and other one-time items,
GM's credit metrics for 2014 and those Moody's anticipates for 2015
are broadly consistent with the company's current rating levels.
However, the 2014 metrics were severely stressed by the
recall-related and one-time items, and Moody's expects that 2015
metrics will also remain weakened as these expenses and
expenditures continue to be incurred.  Moody's Clark noted that,
"GM is committing itself to a large shareholder reward initiative
when its metrics are being pressured by the recall.  It's going to
take some time to re-establish the operating and financial cushion
that might support any improvement in the rating."

GM's gross automotive liquidity will fall from about $33 billion
($25 billion in cash and $8 billion in automotive credit
facilities) to $28 billion ($20 billion in cash and $8 billion in
credit facilities).  This decline in liquidity will occur as GM
contends with weak automotive markets in Latin America, Russia and
many markets in South East Asia.  In addition, during 2015 the
company will face another year of sizable losses in Europe and by
2016 it will begin to approach only breakeven performance in the
region.  Finally, the US auto industry's current UAW contract
expires during September 2015, and GM will have to contend with
negotiating a new contract with the union after committing to make
significantly larger distributions to shareholders.

Beyond these operational challenges, GM will have to fund a number
of items during 2015 and possibly 2016.  These items include:
approximately $1.2 billion in continued recall-related
expenditures; payments related to its $400 million ignition switch
victim compensation program; litigation costs that might arise from
plaintiffs who opt out of the GM compensation program; and, the
possibility of significant fines and penalties that might be
imposed by the US government due to the faulty ignition switches.

GM will also have to contend with the highly cyclical nature of the
auto industry and its vulnerability to unexpected shocks.  One of
the fundamental ways of contending with the risks in this industry
is to have a robust liquidity profile.  The liquidity position that
GM has chosen to run with as a result of this new shareholder
distribution plan remains adequate, but will be notably less robust
than it would have otherwise been.

GM's formidable position in North America enabled the company's
overall automotive operations to generate the following metrics
during 2014 (before recall-related and other one-time costs, but
including Moody's standard adjustments): EBITA margin of 4.6%;
debt/EBITDA of 3.0x; and EBITA/interest of 4.0x.  These metric
levels are consistent with the company's current ratings.  However,
a recognition of the recall-related and other one-time items
results in much weaker metric levels: EBIT margin of 1.5%;
debt/EBITDA of 4.8x; and EBITA/interest of 1.3x.

GM's stable outlook is supported by the its strength in North
America and China, the gradual progress the company is making in
stemming losses in Europe, and by a liquidity position that,
although reduced, will still be adequate to contend with the
volatility in the auto sector and the company-specific risks facing
the company. However, Moody's does not expect metrics to strengthen
to levels that might support a higher rating until sometime during
2016.  Metrics that could contribute to a positive rating action
include: EBITA margin above 7.5%; debt/EBITDA remaining below 3x;
and EBITA/interest above 5.5x.

The most likely source of pressure on the rating would result from
a decision to maintain a cash position lower than the $20 billion
level contemplated under the proposed capital allocation plan or to
increase debt in order to fund share repurchases.  The rating would
come under pressure if the company's 2016 metric levels were on
track to approximate the following levels: EBITA margin remaining
below 5%; debt/EBITDA of exceeding 3.5x; and EBITA/interest below
3.5x.


GFI GROUP: S&P Revises CreditWatch on 'B' CCR to Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised the
CreditWatch implications on its 'B' counterparty credit and 'B'
senior unsecured rating on GFI Group Inc. to positive from
developing.

"The CreditWatch action follows BGC's announcement that it had
successfully completed its tender offer for GFI's shares on
Feb. 27, 2015," said Standard & Poor's credit analyst Sebnem
Caglayan.

The 54.6 million tendered shares, together with the 17.1 million
shares of GFI common stock that BGC already owned, represent
approximately 56.3% of GFI's outstanding shares.  GFI will become a
controlled company and operate as a division of BGC.  While BGC and
GFI are expected to operate as separately branded divisions going
forward, GFI's financial statements will be consolidated as part of
BGC's.  BGC has also indicated that, while the companies' front
office operations will remain separate, it plans on integrating the
back office, technology, and infrastructure of the two companies to
generate cost savings.

S&P will continue to evaluate GFI's relationship with its new group
and parent under S&P's group rating methodology over the next
couple of months.  Upon the resolution of S&P's CreditWatch on GFI,
S&P expects its ratings on the company to benefit from group
support from Cantor Fitzgerald L.P., which currently has a group
credit profile of 'bbb'.  Short of BGC taking full ownership of GFI
and assuming its debt, it is highly unlikely that S&P will assess
GFI's position as "core" under S&P's group rating methodology.  As
of March 9, 2015, BGC has not made any formal public statements
that it will assume GFI's debt.

S&P expects to resolve its CreditWatch on GFI Group once S&P assess
the company's relation with its new group under S&P's group rating
methodology.



GT ADVANCED: Judge Won't Give Quick OK for $100MM Loan Commitment
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Henry J. Boroff in New
Hampshire declined to quickly rule on GT Advanced Technologies
Inc.'s request for approval of a $100 million loan commitment,
instead scheduling a hearing on the request for March 18.

According to Law360, GT Advanced asked approval of the $100 million
DIP loan from TPG Specialty Lending Inc., which competed with a
group of bondholders to fund the facility, after reporting that the
financing would be enough to buoy the company through the Chapter
11 process as it continues to regain its footing following a costly
fallout with Apple Inc.  GT Advanced said it needs quick approval
of the DIP Loan because the facility requires it to pay a $2
million fee by March 10, the Law360 report said.

Bloomberg relates that Judge Boroff required the Debtors to file
revised papers if the lender consents to the hearing schedule and
required creditor objections by March 16.
     
In arguing for the loan, GT said its management and advisers have
"worked to stabilize the business and develop an operational
framework upon which a strategy could be created in order to
maximize enterprise value," which is what led it to conclude that
abandoning its ambitions with Apple and returning to its roots in
producing other equipment was the wisest business choice, Law360
related.

                  About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment  
for the electronics industry.  On Nov. 4, 2013, GTAT announced a
multiyear supply deal with Apple Inc. to produce sapphire glass
material for use in consumer electronics products.

Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the
NASDAQ
stock exchange in October 2014.

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the
United
States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916).  GT
says that it has sought bankruptcy protection due to a severe
liquidity crisis brought about by its issues with Apple.

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee' professionals are Kelley
Drye as its bankruptcy counsel; Devine, Millimet & Branch,
Professional Association as local counsel; EisnerAmper LLP as
financial advisors; and Houlihan Lokey Capital, Inc. as investment
banker.

GTAT has reached a settlement with Apple.  The settlement gives
Apple an approved claim for $439 million secured by more than
2,000
sapphire furnaces that GT Advanced owns and has four years to
sell,
with proceeds going to Apple.  In addition, Apple gets
royalty-free, non-exclusive licenses for GTAT's technology.


HART PRINTING: Chapter 7 Trustee to Sell Assets on March 13
-----------------------------------------------------------
Rosemary C. Crawford -- the Chapter 7 Trustee of Hart Printing &
Lithographing Company (Bankr. W.D. Pa. Case No. 15-20237) -- will
sell the Debtor's assets, consisting of machinery and equipment
situated in County of Allegheny, Pennsylvania, on March 13, 2015,
at 10:00 a.m.

The sale will be held at Courtroom A, 54th Floor, U.S. Steel Tower,
600 Grant Street, Pittsburgh, PA 15219.  Objections are due by
March 12.

The Initial Offer is $419,000.  Higher and better offers will be
considered at the hearing.  Hand money is required at $80,000.

For more information, contact:

     Rosemary C. Crawford
     CRAWFORD MCDONALD, LLC
     P.O. Box 355
     Allison Park, PA 15101
     Tel: 724-443-4757
     E-mail: crawfordmcdonald@aol.com


HEALTHSOUTH CORP: Moody's Rates New $300MM Note Offering 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 4) rating to
HealthSouth Corporation's proposed offering of $300 million of
senior unsecured notes due 2023.  Moody's understands that the
proceeds of the offering will be used to fund the call of
HealthSouth's 8.125% notes due 2020.  HealthSouth's existing
ratings, including its Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating are unchanged given Moody's
expectation that credit metrics will not be meaningfully impacted
by this transaction. T he stable rating outlook is also unchanged.

The following rating was assigned:

  -- $300 million senior unsecured notes due 2023 at Ba3 (LGD 4)

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderate leverage and strong interest coverage.  Moody's expects
that healthy cash flow will allow the company to reduce leverage
following the Jan. 2, 2015 acquisition of Encompass Home Health and
Hospice and continue to invest in growing its inpatient
rehabilitation business.  Moody's also acknowledges that
HealthSouth's considerable scale in the inpatient rehabilitation
sector and geographic diversification should allow the company to
adjust to or mitigate payment reductions more easily than many
other inpatient rehabilitation providers.  Further, while the
acquisition of Encompass will not reduce HealthSouth's reliance on
the Medicare program for a significant portion of revenue, it will
diversify the company's offerings across the post-acute continuum
of care by adding home health and hospice services.

The ratings could be upgraded if HealthSouth can sustain debt to
EBITDA below 3.0 times and EBITA to interest above 3.5 times.
Also, the company would need to remain disciplined in regards to
shareholder returns and the resulting impact on credit metrics.
Finally, Moody's would need to gain comfort around the company's
high exposure to Medicare and the potential for negative
reimbursement changes prior to a ratings upgrade.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.0 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition, an
increased appetite for debt financed shareholder initiatives, or
deterioration in operating performance, the ratings could be
downgraded.

The principal methodology used in this rating was Global Healthcare
Service Providers 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.

Headquartered in Birmingham, Alabama, HealthSouth Corporation is
the largest operator of inpatient rehabilitation facilities.  The
company also provides outpatient services through a network of
outpatient satellite clinics located within or near the company's
rehabilitation hospitals and home health agencies.  HealthSouth
also manages three inpatient rehabilitation units through
management contracts.  HealthSouth recognized $2.4 billion of
revenue for the year ended Dec. 31, 2014.



HEALTHSOUTH CORP: S&P Rates $300MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to the $300 million senior unsecured notes to be issued by
Birmingham, Ala.-based HealthSouth Corp.  The company intends to
use the proceeds to refinance the senior unsecured notes maturing
2020.  S&P's recovery rating of '4' indicates its expectation for
average recovery (30% to 50%, on the lower half of the range).  The
'BB-' corporate credit rating remains unchanged.  The outlook
remains stable.

HealthSouth is predominantly a pure play inpatient rehabilitation
company.  Business risk is characterized by a concentration within
a single line of business, a high degree of exposure to
reimbursement risk from Medicare (which represents about 74% of
revenues), and exposure to regulatory changes for inpatient
rehabilitation services.  These factors are partially offset by the
company's scale (about $2.8 billion of estimated revenues in 2015),
a leading market position within the inpatient rehabilitation
services industry, and strong profitability (adjusted EBITDA
margins of about 25%).  S&P's business risk assessment is "weak".

HealthSouth's financial risk profile is characterized by debt
leverage in the range of 3x to 4x.  S&P estimates leverage of 3.4x
for 2015 and the ratio of funds from operations (FFO) to debt of
23%.  S&P expects the company to maintain leverage near current
levels and to prioritize shareholder returns over debt reduction.
This expectation is supported by a recently initiated common
dividend and share repurchases.  S&P assess financial risk as
"significant".

RATINGS LIST

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

New Rating

HealthSouth Corp.
$300 Mil. Unsecured Senior Notes  BB-
   Recovery Rating                 4L



KEYCORP: Fitch Plans to Withdraw Ratings by April 6
---------------------------------------------------
Fitch Ratings plans to withdraw the ratings on KeyCorp, KeyBank NA,
Key Corporate Capital, Inc., and KeyCorp Capital I - III on or
about April 6, 2015, for business reasons.

Fitch currently rates KeyCorp, KeyBank NA, Key Corporate Capital,
Inc., and KeyCorp Capital I - III as follows:

KeyCorp

-- Long-term Issuer Default Rating (IDR) 'A-'; Outlook Stable;
-- Short-term IDR 'F1';
-- Viability 'a-';
-- Senior debt 'A-';
-- Subordinated debt 'BBB+';
-- Preferred stock 'BB';
-- Short-term debt 'F1';
-- Support '5';
-- Support Floor 'NF'.

KeyBank NA

-- Long-term IDR 'A-'; Outlook Stable;
-- Short-term IDR 'F1';
-- Viability 'a-';
-- Long-term deposits 'A';
-- Senior debt 'A-';
-- Subordinated debt 'BBB+';
-- Short-term deposits 'F1';
-- Support '5';
-- Support Floor 'NF'.

Key Corporate Capital, Inc.

-- Long-term IDR 'A-'; Outlook Stable;
-- Short-term IDR 'F1'.

KeyCorp Capital I - III

-- Preferred stock 'BB+'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market on the withdrawal KeyCorp, KeyBank NA, Key Corporate
Capital, Inc., and KeyCorp Capital I - III ratings as a courtesy to
investors.

Fitch's last rating action was to affirm the ratings with a Stable
Outlook on Oct. 7, 2014.



LATEX FOAM: Has Ninth Interim Authorization to Use Cash Collateral
------------------------------------------------------------------
U.S. Bankruptcy Judge Alan H.W. Shiff has approved a ninth interim
stipulation authorizing Latex Foam International, LLC, to use the
cash collateral of SummitBridge National Investments IV LLC, as
successor-in-interest to Wells Fargo Bank, in accordance with a
budget.

As adequate protection, SummitBridge is granted first
priority, valid, and perfected replacement liens on and security
interests in all of the Debtors' assets.  Any diminution in the
value of the prepetition liens in favor of SummitBridge that is not
compensated by postpetition collateral will constitute a cost and
expense of administration in the bankruptcy case in accordance with
Sec. 503(b)(1) of the Bankruptcy Code.

                         About Latex Foam

Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses.  The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.

LFIH is a holding company for 100% of the equity interests in LFI,
PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN.
BHD.

LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014.  David Fisher signed the petitions
as president.  The Debtors are seeking joint administration of
their cases.

LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities
as of the Chapter 11 filing.

Judge Alan H.W. Shiff presides over the cases.

James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.

On June 19, 2014, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors.   The
Committee tapped to retain Schafer and Weiner, PLLC as its
counsel, and Reid and Reige, P.C. as its local counsel.



LOUDOUN HEIGHTS: Wants to Sell 313-Acre Property in Virginia
------------------------------------------------------------
Loudoun Heights, LLC, is asking the Bankruptcy Court for approval
to sell its 313-acre real estate property in Loudoun County, Va.

The Debtor plans to sell its 313-Acre Parcel and the 60-foot wide
private access easement at a public auction to be conducted by
Auction Markets, LLC, at the U.S. Bankruptcy Court, Alexandria
Division, on a date and time established by the Court, but no
earlier than 40 days after entry of an order by the Court
authorizing the auction.

The Debtor will hire Auction Markets to engage in a comprehensive
marketing, sales effort, and an absolute auction of the 313-Acre
Parcel.  Marketing and promotional expenses will include (a)
regional Wall Street Journal advertising, (b) Washington Post
advertising, (c) Leesburg Today advertising, (d) digital media
advertising on commercial real estate and land real estate For Sale
and Auction Web sites, (e) posting of the auction on
http://www.auctionmarkets.com/, (f) multiple email campaigns to
the Auction Markets database as well as through third party email
services (Property Campaign, LoopNet, Property Push, etc...), (g)
scheduled inspection times for prospective buyers to walk the
property, (h) preparation of a due diligence package and/or
virtual data room for distribution of property information for
prospective buyers to review prior to the auction, (i) custom
signage to be installed at the entrance of the 60 foot wide access

easement on Harpers Ferry Road, (j) design and distribution of
1,000+ postcards to prospective buyers, brokers and investors and
(k) any other marketing that the Auction Company, in consultation
with the Debtor, anticipates to be effective.

                 Loudoun County Wants Taxes Paid

Loudoun County does not object to the sale of the Property, so
long as the order states that all delinquent taxes on the Property

owed to the County by the time of settlement or closing will be
paid at settlement or closing, and that the statutory County’s
tax
lien will remain on the Property until the delinquent real estate
taxes are paid in full.

The Debtor owes delinquent real estate taxes for tax years 2012,
2013 and 2014 for the Property.  The total amount of delinquent
taxes on the Property is $17,120.23, which includes taxes,
penalties and interest through February 28, 2015.  Additional
interest will accrue on the first of each month until the
delinquent balance is paid in full, and additional taxes will be
payable on June 5, 2015.

                      About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.1 million and total debt of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.

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



MACKEYSER HOLDINGS: Thomas Allison Named Liquidating Trustee
------------------------------------------------------------
Thomas J. Allison was appointed as liquidating trustee as of the
effective date of the Joint Plan of Liquidation proposed by
Mackeyser Holdings, LLC, et al., and the Official Committee of
unsecured creditors.  The liquidating trust committee is comprised
of (i) Mr. Allison; (ii) David Smith; and (iii) Stephen J.
MacCormack, Ph.D.

                    About MacKeyser Holdings

MacKeyser Holdings, LLC and its operating affiliates -- American
Optical Services, LLC, and Exela Hearing Services, LLC -- manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states.
Within certain of the Company's locations, dedicated audiology and
dispensing staff conduct diagnostics, fitting and dispensing of
hearing systems.

MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014.  David R. Hurst,
Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, PA.  The Debtors' financial advisor is GlassRatner
Advisory & Capital Group.  The investment banker is Hammond Hanlon
Camp LLC.  The noticing and claims management agent is American
Legal Claim Services, LLC.

In its petition, MacKeyser Holdings estimated $50 million to
$100 million in both assets and liabilities.

The petitions were signed by Thomas J. Allison, authorized
officer.

The Official Committee of Unsecured Creditors retained Cooley LLP
as lead counsel; Klehr Harrison Harvey Branzburg LLP as
co-counsel; and Giuliano, Miller & Company, LLC as financial
advisor.



MASONITE INT'L: Moody's Hikes CFR to 'B1' & Rates New Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded Masonite International
Corporation's Corporate Family Rating (CFR) to B1 from B2 and
Probability of Default Rating to B1-PD from B2-PD.  Concurrently,
Moody's assigned a B2 rating to the company's proposed $475 million
senior unsecured notes and affirmed Masonite's speculative-grade
liquidity (SGL) rating of SGL-2.  The existing senior unsecured
notes were upgraded to B2.  The rating outlook is stable.

Proceeds from the proposed notes due 2023 along with existing cash
are expected to be used to redeem Masonite's $500 million 8.25%
senior unsecured notes due 2021 and pay related premiums, fees and
expenses.  The transaction is credit positive because it reduces
debt and cash interest expense while extending the company's
maturity profile.

The upgrade of the CFR to B1 is reflects Moody's view that the
continued recovery in Masonite's end markets, good demand for
doors, and the company's cost discipline are driving improved
revenue, cash flow and credit metrics.  The expected improvement
places the company's credit metrics solidly in the B1 ratings
category given its operating profile.  Specifically, Moody's
projects debt-to-EBITDA leverage to decline below 4x in 2015 versus
4.6x in 2014.  EBITA to interest expense ratio will benefit from
the proposed transaction as the interest savings are currently
anticipated to amount to about $14 million resulting in a projected
2015 interest coverage ratio of 2.9x versus 1.5x in 2014. Moody's
expects that Masonite's financial policies will sustain credit
metrics at improved levels.

Moody's took the following rating actions on Masonite International
Corporation:

  -- Corporate Family Rating upgraded to B1 from B2;

  -- Probability of Default Rating upgraded to B1-PD from B2-PD;

  -- $500 million Senior Unsecured Notes due 2021, upgraded to B2
     (LGD4) from B3 (LGD-4);

  -- Proposed $475 million Senior Unsecured Notes due 2023,
     assigned B2 (LGD4);

  -- Speculative-Grade Liquidity Assessment, affirmed at SGL-2.

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.

Masonite's B1 CFR is supported by Moody's view that Masonite's end
markets including new home construction and repair & remodeling
markets will continue to grow in 2015.  In addition to the positive
external tailwinds, the company's cost structure optimization will
continue to benefit Masonite's performance.  The company closed 65
facilities from 2006-2014 (now have 63 left), automated facilities,
reduced their workforce from more than 15,000 employees in 2006 to
approximately 10,300 as of 2014, and outsourced back office
processes.  Moreover, the company's market position has
strengthened since the last downturn through industry consolidation
and it is only one of two vertically integrated door producers in
the U.S.  Further providing support for the ratings are the
company's increasing global diversification, broad product offering
within doors, and long-standing relationships with large
retailers.

The rating is constrained by aggressive balance sheet management
and growth through acquisitions.  Over the last three years the
company has made 13 acquisitions with two of them made in 2014.
Masonite has financed some of its acquisitions with debt, keeping
its debt leverage elevated.  Moody's projects end market and
operational improvements will reduce anticipate debt-to-EBITDA
leverage below 4x in 2015.  Moody's expects the company will
continue to pursue acquisitions to enhance growth prospects, its
market position, and geographic diversity. Masonite has a sizable
cash balance to fund acquisitions, and Moody's believes that the
company will manage future acquisitions within its debt-to-EBITDA
leverage target, which supports credit metrics consistent with the
B1 CFR.  The B1 Corporate Family Rating also takes into
consideration Masonite's thin operating margins and its difficulty
generating net income and modest free cash flow.  Furthermore, the
ratings are constrained by the highly cyclical end market exposure
that can lead to sharp declines in profitability.

Moody's expects to withdraw the B2 rating on the existing 2021
notes once they are redeemed as part of the proposed transaction.

The stable outlook reflects Moody's expectation that Masonite's key
end markets will continue to show strength and that the company's
liquidity as well as lack of near-term maturities provide
sufficient flexibility to support growth initiatives.

The ratings could be upgraded if adjusted debt leverage can be
sustained below 3.0x debt to EBITDA and EBITA interest coverage
begins to approach 4.0x.  In addition, growth in the company's end
markets is an important consideration for potential upgrade.

The ratings may be downgraded if the company cannot maintain
debt-to-EBITDA below 4.5x or is unable to sustain EBITA-to-interest
expense coverage greater than 2.0x.  A reduction in earnings
because of share declines or a significant cyclical slowdown in end
markets, or a deterioration in liquidity could also lead to a
downgrade.

Masonite International Corporation (NYSE: DOOR), headquartered in
Tampa, FL, through its operating subsidiaries, is one of the
largest manufacturers of doors in the world.  It offers both
interior and exterior doors for residential and commercial end
uses. Revenues for 2014 were $1.838 billion.

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


MASONITE INTERNATIONAL: S&P Rates $475MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '4' recovery rating to Masonite
International Corp.'s proposed US$475 million senior unsecured
notes due 2023.  The '4' recovery rating reflects S&P's expectation
of average (30%-50%) recovery in a default scenario, and is in the
high end of the range.  The company expects to use proceeds along
with cash on hand to repay its US$500 million, 8.25% senior
unsecured notes due 2021 and related premiums, fees, and expenses.

"The ratings on Masonite reflect our view that the company has a
fair business risk profile and "aggressive" financial risk
profile," said Standard & Poor's credit analyst Jamie Koutsoukis.
"We base our "fair" business risk assessment on the company's
exposure to the highly cyclical U.S. residential construction
market, in which it generated more than half of its revenue in
2014.  We believe the U.S. residential construction market will
continue its unsteady recovery, with U.S. housing starts of about
1.2 million in 2015 still well below the historical average of 1.5
million (based on data from 1959 to 2014)," S&P said.

The "aggressive" financial risk profile reflects S&P's expectation
that adjusted debt-to-EBITDA will be 3.0x-3.5x in 2015 and
incorporates a high degree of expected volatility in S&P's forecast
credit measures.  The volatility largely reflects S&P's uncertainty
with respect to U.S. housing starts, which have failed to meet
S&P's expectations over the past couple of years.

RATINGS LIST

Masonite International Corp.
Corporate credit rating               BB-/Positive/--

Rating Assigned
Masonite International Corp.
US$475 mil. notes due 2023            BB-
  Recovery rating                      4H



MERITOR INC: Moody's Raises Corp. Family Rating to 'B1'
-------------------------------------------------------
Moody's Investors Service upgraded Meritor, Inc.'s debt ratings,
including its Corporate Family Rating to B1 from B2, its senior
secured rating to Ba1 from Ba2 and its senior unsecured rating to
B2 from B3.  Moody's also affirmed Meritor's Speculative Grade
Liquidity Rating of SGL-2. The outlook is stable.

Meritor's upgrade reflects Moody's expectation that Meritor's
fundamental strengths as a critical supplier to truck OEMS will
enable the company to achieve the major components of its M2016
strategic plan.  These include reducing operating costs, growing
penetration with key customers and increasing adjusted EBITDA
margins to 10% (compared with 8.3% for FYE September 2014 and 9.0%
for FY 1Q ended December 2014).  The company has already achieved
its target net debt of under $1.5 billion.  As a result of these
operating initiatives and prudent financial policies, Moody's
expects the company's key credit metrics will continue to improve.
Additionally, Moody's expect the company to maintain a strong
liquidity position.  Critically, Meritor is now better positioned
to contend with the cyclicality inherent in its industry than it
had been in the past, and Moody's believes that the company will
continue to strengthen its position as one of the foremost global
suppliers of axles, drivelines and braking systems to original
equipment manufacturers of commercial trucks and trailers.

Factors which could contribute to a higher rating include further
progress by Meritor in implementation of its M2016 strategic plan
including achieving its target of 10% adjusted EBITDA margins,
maintaining net debt below $1.5 billion and growing organic
revenue.  Metrics on a Moody's adjusted basis that would have the
potential to support an upgrade include EBITA margins above 8%,
EBITA / interest exceeding 2.5x, and debt / EBITDA approaching
3.5x.

Future events that have the potential to result in a downgrade of
ratings include sustained EBITA margins below 6.0%, EBITA /
interest of less than 1.5x and debt / EBITDA above 5.5x.  Other
potential events that could result in a downgrade include
meaningful loss of market position, a weakening of the company's
liquidity profile, or more aggressive financial policies such as
increased target leverage or return of capital to shareholders.

The principal methodology used in these ratings was Global
Automotive Supplier 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.

Meritor, headquartered in Troy, MI, is a global supplier of a broad
range of integrated systems, modules, and components serving
commercial trucks, trailers, and specialty original equipment
manufacturers, as well as certain aftermarkets.  The company's
principal products include axles, undercarriage and drivelines,
brakes and braking systems.  Revenues for the LTM period ended Dec.
31, 2014 were approximately $3.7 billion. The company's business
mix by revenues for the fiscal year ended September 2014 was:
Commercial Truck & Industrial -- 76%; and Aftermarket & Trailer --
24%. Its geographic revenue mix was: North America -- 58%; Europe
-- 21%; South America -- 11%; and Asia Pacific -- 10%.


MORGAN HILL PARTNERS: Files Schedules of Assets & Debt
------------------------------------------------------
Morgan Hill Partners, LLC, filed together with the petition its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,000,000
  B. Personal Property                $8,200
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,700,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $191,975
                                 -----------      -----------
        TOTAL                    $15,008,200       $3,891,975

The Debtor owns property at 4030 E. Dunne Avenue, in Morgan Hill,
California.  This property consists of 6 parcels, 2,380 acres of
open land which partly mitigation preservation land, ranch land and
50 to 60 acres of developed landwith an owners home.  The property
is valued at $15 million and secures a $3.7 million debt to Vesta
Lohras.

The Debtor reported income from business operations of $10,040 in
2013, $20,000 in 2014, and $0 so far in 2015, all on account of a
grazing lease on the property.

A copy of the schedules is available for free at:

           http://bankrupt.com/misc/canb15-50775_SAL.pdf

                    About Morgan Hill Partners

Morgan Hill Partners, LLC, sought Chapter 11 protection (Bankr.
N.D. Cal. Case No. 15-50775) in San Jose, California, on March 6,
2015.  The case is assigned to Judge Arthur S. Weissbrodt.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
April 8, 2015.

Michael W. Malter, Esq., at Law Offices of Binder and Malter, in
Santa Clara, California, serves as counsel.


MORGAN HILL PARTNERS: Proposes Owner as Responsible Individual
--------------------------------------------------------------
Morgan Hill Partners, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California an application to appoint
Manouchehr Mobedshahi, its Member/Owner, whose business address is
4030 E. Dunne Avenue, Morgan Hill, California 95037, as the natural
person to be responsible for the duties and obligations of the
Debtor during the pendency of the Chapter 11 case.

                    About Morgan Hill Partners

Morgan Hill Partners, LLC, sought Chapter 11 protection (Bankr.
N.D. Cal. Case No. 15-50775) in San Jose, California, on March 6,
2015.  The case is assigned to Judge Arthur S. Weissbrodt.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
April 8, 2015.

Michael W. Malter, Esq., at Law Offices of Binder and Malter, in
Santa Clara, California, serves as counsel.



NEW ENGLAND COMPOUNDING: Plan Confirmation Hearing Set for May 19
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Boston has approved the
disclosure statement explaining New England Compounding Pharmacy
Inc.'s plan and scheduled a confirmation hearing to approve the
plan for May 19.

According to the report, the plan, which was proposed by the
company's Chapter 11 trustee and the official creditors' committee,
contemplates for a trust to be created and have $160 million to
$190 million for those who sustained injuries at the meningitis
outbreak.  The trust will be funded in part by contributions from
third parties, including the company's shareholders and affiliated
parties, vendors, clinics and health-care providers, the report
related.

The Centers for Disease Control and Prevention reported that 64
people died and 751 were sickened as a result of the meningitis
outbreak, the report said, citing court papers.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David
J. Molton, Esq.


NY MILITARY ACADEMY: Seeks to Obtain $2-Mil. in DIP Loan from ITG
-----------------------------------------------------------------
New York Military Academy seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York, Poughkeepsie Division,
to obtain postpetition financing up to $2.0 million from ITG
Taxable Fund Management LLC.

The ITG Loan accrues interest at 10%, with a default rate of 16%.
The DIP Loan is secured by a perfected first priority lien on all
of the Debtor's assets, including the three parcels of real
property in the Town of Cornwall, Orange County, New York.

Cornwall Improvement LLC, which holds a first mortgage on the real
property of the Debtor and is owed $7,285,503 plus attorney's fees
and costs, complained that the Debtor "will not be improving its
financial position by entering into the borrowing but will actually
be in a far worse position by engaging in this borrowing as it is
adding $1.7 million in additional debt.  There does not appear to
be any visible benefit to the bankruptcy estate or the creditors of
the debtor to be achieved by this borrowing."  CI further complains
that as a result of the borrowing, the Debtor will not be able to
provide adequate protection payments, pay any 2015 property or
school taxes, perform any improvements to any of the school
buildings or grounds, and file a meaningful or feasible plan which
addresses the CI mortgage.

CI is represented by:

         Thomas Genova, Esq.
         Andrea B. Malin, Esq.
         GENOVA & MALIN
         1136 Route 9
         Wappingers Falls, NY 12590
         Tel: (845) 298-1600

New York Military Academy, a private coeducational boarding school,
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
15-35379) on March 3, 2015.  David B. Fields signed the petition as
first vice-president.  The Debtor reported total assets of $10.5
million and total debts of $10.9 million.  Lewis D. Wrobel, Esq.,
at Lewis D. Wrobel, represents the Debtor as counsel.


O.W. BUNKER: Hires Francis Conrad as Case Efficiency Expert
-----------------------------------------------------------
O.W. Bunker Holding North America, Inc., et al., seek authorization
from the U.S. Bankruptcy Court for the District of Connecticut to
employ Francis G. Conrad as case efficiency expert, nunc pro tunc
to Feb. 13, 2015.

The Debtors engaged Mr. Conrad to provide expert consulting
services, including a report and oral testimony, relating to case
efficiency concepts in connection with the Transfer Motion.

The Debtors and the Committee jointly filed a motion seeking
transfer of the venue of the Debtors' cases to the United States
Bankruptcy Court for the Southern District of New York pursuant to
28 U.S.C. section 1412 and Rule 1014(a)(1) of the Federal Rules of
Bankruptcy Procedure on Dec. 24, 2014.

Mr. Conrad agreed to a flat fee arrangement of $20,000 for
providing an expert report and oral testimony, plus reasonable and
necessary expenses.  Mr. Conrad's fee is not contingent on the
Court's ruling or otherwise subject to the outcome of the Transfer
Motion.

Mr. Conrad can be reached at:

       Francis G. Conrad, Esq.
       900 3rd Avenue
       13th Floor
       New York, NY 10022
       Tel: (212) 683-3520
       E-mail: fconrad@jagersmith.com

                           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.


O.W. BUNKER: Removal Period Extended Until Plan Approval
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut has given
O.W. Bunker Holding North America, Inc. additional time to remove
civil lawsuits where NuStar is not a party.

Pursuant to the court's order, the deadline for O.W. Bunker to
remove the lawsuits is extended until the date the court confirms
any Chapter 11 plan filed in the company's case.

                          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.


PETTERS COMPANY: Ch.11 Trustee Can Tap Womble Carlyle as Counsel
----------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee of Petters Company, Inc.,
et al., sought and obtained permission from the U.S. Bankruptcy
Court for the District of Minnesota to employ Womble Carlyle
Sandridge & Rice as his local counsel, effective Nov. 1, 2014.

The Chapter 11 Trustee expects Womble Carlyle to advise and
represent him on matters related to the maximizing value from a
Deed of Trust granted against certain real property in North
Carolina.

Womble Carlyle will be paid at these hourly rates:

       Scott A. Schaaf       $375
       Other Partners        $350 to $550
       Associates            $230 to $320
       Staff Attorneys       $200 to $300
       Paralegals            $75 to $225

Womble Carlyle will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Under North Carolina law, Womble Carlyle will require an
independent foreclosure trustee to complete the power of sale
procedure at an estimated cost of $1,500 to $2,000, which will be
included as an expense by Womble Carlyle in the fee applications it
will in the case.

Scott A. Schaaf, partner of Womble Carlyle, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Womble Carlyle can be reached at:

       WOMBLE CARLYLE SANDRIDGE & RICE
       Scott A. Schaaf, Esq.
       One West Fourth Street
       Winston Salem, NC 27101
       Tel: (336) 721-3531
       Fax: (336) 726-6999
       E-mail: sschaaf@wcsr.com

                        About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company in
1988.

Petters Company, Inc., is the financing and capital-raising unit of
Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008.  In its petition, Petters
Company estimated its debts at $500 million and $1 billion.  Parent
Petters Group Worldwide estimated its debts at not more than
$50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct.
6, 2008.  Petters Aviation is a wholly owned unit of Thomas Petters
Inc. and owner of MN Airline Holdings, Sun Country's parent
company.

The Official Committee of Unsecured Creditors is represented by:
David E. Runck, Esq., Lorie A. Klein, Esq., at FAFINSKI MARK &
JOHNSON, P.A.

Chapter 11 Trustee Douglas A. Kelley is represented by James A.
Lodoen, Esq., Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam
C. Ballinger, Esq., at Lindquist & Vennum LLP.



PINNACLE ENTERTAINMENT: GLPI Offer is Add'l. Path to Shed Assets
----------------------------------------------------------------
The announcement that Gaming and Leisure Properties LLC's (GLPI)
offered to purchase and lease back Pinnacle Entertainment Inc.'s
assets provides Pinnacle with another path to realize value from
its assets, according to Fitch Ratings.  In exchange for Pinnacle's
assets, GLPI has offered Pinnacle shares and the assumption of some
of its debt. Previously Pinnacle announced that it was pursuing a
spin-off of its assets into a separate REIT and would lease these
assets back from the REIT.

The net effect on Pinnacle's credit in either scenario would be
similar with its lease adjusted leverage being in the mid-to-high
6x range under either scenario. The GLPI scenario would result in
the adjusted leverage being closer to the lower end of that range.
The adjusted leverage under both scenarios is higher relative to
Fitch's forecast of adjusted leverage declining to low 6x range by
year-end 2015 if assets were to stay in place.

Fitch also estimates that under either asset transfer scenario
Pinnacle's run-rate FCF would be around 5% of revenues, which
provides only a modest buffer against potential operating declines.
Under a status quo scenario run-rate FCF will be closer to 10% of
revenues.

Fitch revised Pinnacle's Outlook to Negative from Stable on Nov. 7,
2014 with the revision taking into account the announced REIT
spin-off as well as the weak operating fundamentals for regional
gaming. In Fitch's view, a long-term lease payment to either a new
REIT or to GLPI as well as an obligation to pay maintenance capex
would increase Pinnacle's fixed cost structure. This is especially
problematic given Fitch's negative long-term view on regional
gaming.

Pinnacle's debt has asset sale covenants, which will likely require
the company to refinance its debt as part of any asset sale or
spin-off.

For more on Fitch's views on regional gaming and gaming REITS see
'A Choppy Year for Gaming (Fitch's Views on Gaming in 2015)' dated
Feb. 26, 2015. Fitch also discussed regional gaming secular trends
at greater length in 'U.S. Regional Gaming: Long-Term Headwinds
Abound (A Study of Secular Trends in U.S. Regional Gaming)', dated
July 21, 2014.

Fitch currently rates Pinnacle as follows:

-- Issuer Default Rating 'B+'; Outlook Negative;
-- Senior secured credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB-/RR3';
-- Subordinated notes 'B-/RR6'.



PLATTSBURGH SUITE: Files Amended Schedules of Assets & Liabilities
------------------------------------------------------------------
Plattsburgh Suites, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of New York its amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,900,000
  B. Personal Property              $800,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,024,917
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $951
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,063,108
                                 -----------      -----------
        TOTAL                    $15,700,000      $32,088,977

Plattsburgh Suites, LLC, filed for Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 15-10077) in Albany, New York, on Jan. 16, 2015,
disclosing $32.06 million in liabilities.  The case is assigned to
Judge Robert E. Littlefield Jr.  The Debtor has tapped Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, New York, as counsel.



PULTEGROUP INC: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Rating (IDR) of
PulteGroup, Inc. (NYSE: PHM), and revised the Rating Outlook to
Positive from Stable. Fitch has also assigned a 'BB+/RR4' rating to
PHM's $500 million unsecured revolving credit facility that matures
in July 2017.

KEY RATING DRIVERS

The revision to Positive reflects PHM's operating performance in
2014 and current financial ratios (especially leverage and
coverage) which compare well vs. its peers, its solid liquidity
position and favorable prospects for the housing sector in 2015 and
2016. Fitch believes that the housing recovery is firmly in place
(although the rate of recovery remains well below historical levels
and will likely continue to occur in fits and starts). The Outlook
also takes into account the enhanced senior management team and the
board's more shareholder-friendly strategy.

The rating for PHM reflects the company's broad geographic and
product diversity, a long track record of adhering to a disciplined
financial strategy and, somewhat more recently, an at times,
aggressive growth strategy (via mergers and acquisitions). The
merger with Centex in August 2009 further enhanced the company's
broad geographic and product line diversity. Centex's significant
presence in the first move-up and especially the entry-level
categories complemented PHM's strength in both the move-up and
active adult segment. PHM's Del Webb (active adult) segment is
perhaps the best recognized brand name in the homebuilding
business. The company also did a good job in reducing its inventory
and generating positive operating cash flow during the severe
housing downturn from 2007 through 2011 and since then.

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

DEBT AND LIQUIDITY

The affirmation also takes into account the company's successful
execution of its debt repayment strategy following the merger with
Centex in August 2009 and more recently. Subsequent to the merger
the company repurchased $1.5 billion of senior notes through a
tender offer. PHM also retired $898.5 million in debt in 2010,
$323.9 million in 2011, $592.4 million in 2012, $462 million in
2013 and $245.7 million in 2014. Remaining debt maturities are well
laddered with $236.4 million scheduled to mature in 2015 and $462
million due in 2016. PHM ended 2014 with $1.29 billion of
unrestricted cash and equivalents and $1.82 billion of senior
notes.

The reduced debt and growing profitability have enabled the company
to improve its debt/EBITDA ratio from 14.3x at the end of 2010 to
2.05x at the end of 2014. During that same period, interest
coverage improved to 6.7x from 0.9x.

As a cost saving measure and to provide increased operational
flexibility, PHM voluntarily terminated its $250 million unsecured
revolving credit facility effective March 30, 2011. Then on July
23, 2014, PHM entered into a senior unsecured RCF that matures on
July 21, 2017. The facility provides for maximum borrowings of $500
million and contains an uncommitted accordion feature that could
increase the size of the facility to $1 billion.

As is the case with other public homebuilders, PHM is using the
liquidity accumulated over the past few years to expand its land
position and trying to acquire land at attractive prices.

In late July 2013, the board of directors reinstituted a quarterly
dividend ($0.05 per share). The board had eliminated the $0.04 per
share quarterly dividend in November 2008 to conserve cash. In
October 2014, Pulte's board declared a 60% increase in its
quarterly dividend to $0.08 per share.

Pulte also announced in October that its board approved a share
repurchase authorization of $750 million. As of third quarter end
$85 million was available under its earlier repurchase
authorization. Management has indicated that its first priority in
allocating capital is to invest in its business, and then to return
excess funds to shareholders in the form of dividends and share
repurchases on a routine and systematic basis. PHM repurchased 12.9
million shares (cost $245.8 million) in 2014 and 7.2 million shares
(cost $118.1 million) in 2013.

Even with substantial land and development spending in 2015 as well
as some moderate share repurchase activity and the higher dividend,
Fitch expects PHM will end the year with a cash and equivalents
position between $950 million and $1 billion.

MARGIN ENHANCEMENT AND COST-REDUCTION EFFORT

PHM has realized considerable improvement in gross profit margins,
before real estate charges, from 8.7% in 2009 to 23.4% in 2014 and
ongoing operational initiatives which are expected to support
margins and largely counter increased competitive and cost
pressures and customer mix shifts. Those initiatives include a
rising share of closings from the implementation of common plans to
help drive construction efficiency, pushing design, engineering and
purchasing activities out to field operations to drive local costs
lower, and working to ensure proper balance of pre-sold vs. lower
margin speculative sales (currently 74.3% of production pre-sold,
25.7% spec).

REAL ESTATE

As of Dec. 31, 2014, PHM controlled 130,793 lots, of which 73.6%
are owned and the remaining 26.4% controlled through options. Total
lots controlled represent a 7.6-year supply of total lots based on
LTM closings, while the company owns 5.6-years of lots. The
company's land position has historically been longer compared to
other public homebuilders due to its Del Webb operations. PHM's
active adult and certain master-planned communities can take from
five to seven years or longer during their build-out.

During the first few years off the market bottom, the company was
relatively subdued in committing to incremental land purchases
because of its already sizeable land position. Of course, the
acquisition of Centex in 2009 allowed the company to sharply
increase its land position.

PHM spent $750 million on land and development in 2009, while
Centex spent roughly $200 million. PHM spent $980 million on land
and development in 2010 and $1.04 billion in 2011. The company paid
out $924 million for land and development in 2012 - roughly 1/3 for
land and 2/3 for development activities. PHM spent approximately
$1.3 billion on real estate in 2013 with roughly 40% for land and
60% for development. For full year 2014 the company spent $1.8
billion on real estate: about 50% for land and 50% on development.
This was approximately $200 million below the board's authorization
level. The board has authorized $2.4 billion in real estate
expenditures for 2015 with more than 50% targeted for development
activities. (For perspective, PHM alone spent $4.6 billion on land
and development in 2006.)

PHM continues to have meaningful development expenditures,
partially due to its Del Webb active adult (retiree) operations,
but largely related to its Pulte brand. Currently, fewer developed
lots are available to buy; thus, more raw land, which will require
development spending, is being acquired for its Pulte and Centex
brands. This is also the case for other homebuilders.

Fitch is comfortable with PHM's land strategy given the company's
cash position, debt maturity schedule, proven access to the capital
markets, and management's demonstrated discipline in pulling back
on its land and development activities during periods of distress.
Additionally, Fitch expects management to be disciplined with the
uses of its cash, refraining from significant share repurchases or
one-time dividends to its stockholders that would meaningfully
deplete its liquidity position.

THE INDUSTRY

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

Single-family starts in 2014 improved 4.9% to 647,400 and
multifamily volume grew 16% to 355,600. Thus, total starts in 2014
were 1.003 million. New home sales were up 1.9% to 437,000, while
existing home volume was off 3% to 4,940 million largely due to
fewer distressed homes for sale and limited inventory.

New-home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance. Average new
home prices rose 5.7% in 2014, while median home prices advanced
approximately 5.5%.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the year. Considerably lower oil prices should restrain
inflation and leave American consumers with more money to spend.
The unemployment rate should continue to move lower (averaging 5.8%
in 2015). Credit standards should steadily, moderately ease
throughout 2015. Demographics should be more of a positive
catalyst. More of those younger adults who have been living at home
should find jobs and these 25-35-year olds should provide some
incremental elevation to the rental and starter home markets.
Single-family starts are forecast to rise about 17.5% to 760,000 as
multifamily volume expands 7% to 381,000. Total starts would be in
excess of 1.1 million. New home sales are projected to increase
about 18% to 515,000. Existing home volume is expected to
approximate 5.152 million, up 4.3%.

New-home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first-time
homebuyer product.

KEY ASSUMPTIONS

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

-- Industry single-family housing starts improve 17.5%, while new

     and existing home sales grow 18% and 4.3%, respectively, in
     2015;

-- PHM's revenues increase mid-single digit and homebuilding
    EBITDA margins slightly erode this year;

-- The company's debt/EBITDA approximates 2x and interest
    coverage exceeds 7x by year-end 2015;

-- PHM spends in excess of $2 billion on land acquisitions and
   development activities this year;

-- The company maintains a healthy liquidity position (above $1
    billion with a combination of unrestricted cash and revolver
    availability).

RATING SENSITIVITIES

Additional positive rating actions leading to a low investment
grade rating may be considered if the recovery in housing appears
likely for the next few years and meets or exceeds Fitch's current
outlook, PHM at least maintains current credit metrics
(particularly debt-to-EBITDA of 2x and interest coverage at or
above 7x) and the company preserves a substantial liquidity
position.
A negative rating action could be triggered if the industry
recovery dissipates; PHM's 2015 revenues drop in the high-teens
while the EBITDA margins decline below 12%; and PHM's liquidity
position falls sharply, perhaps below $500 million, as the company
pursues overly aggressive shareholder-friendly actions (e.g.
dividends, share repurchase).

Fitch affirms the following ratings for PHM:

PulteGroup, Inc.:

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

Centex Corp.:

-- Long-term IDR at 'BB+';
-- Senior unsecured debt at 'BB+/RR4'.

Fitch has also assigned a 'BB+/RR4' rating to the company's $500
million unsecured revolving credit facility.

The Rating Outlook is Positive.

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category. The 'RR4' for PHM's senior unsecured debt supports a
rating of 'BB+', the same as PHM's IDR, and reflects average
recovery prospects in a distressed scenario.



REED AND BARTON: Seeks Schedules Filing Extension Thru March 18
---------------------------------------------------------------
Reed and Barton Corporation filed a motion asking the U.S.
Bankruptcy Court for the District of Massachusetts to enter an
order extending the time by which it must file its schedules of
assets and liabilities and statement of financial affairs from
March 4, 2015 to March 18, 2015.

Counsel to the Debtor, Lynne B. Xerras, Esq., at Holland & Knight
LLP, explains that while the Debtor is mobilizing its employees to
work diligently and expeditiously on the preparation of the
Schedules, the Debtor's staff is simultaneously engaged in a number
of competing time sensitive tasks associated with the bankruptcy
filing, as well as the day to day business of the company.  

Reed and Barton anticipates that it requires additional time to
accurately prepare the Schedules, once it and its consultants at
Verdolino & Lowey "close" the books for the prepetition period;
account for all of the invoices relating to prepetition shipments
of goods and delivery services that will be received over the next
several days; track goods in transit; and values the Debtor's as of
the Petition Date.

                       About Reed and Barton

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

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

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

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



RIVER CITY RENAISSANCE: Plan Filing Exclusivity Extended Thru June
------------------------------------------------------------------
River City Renaissance, LC, and River City Renaissance III, LC,
obtained Bankruptcy Court approval of their second motion for an
extension of their exclusive periods to propose a plan.  At the
behest of the Debtors, Judge Keith L. Phillips extended the
Debtors' exclusive period to file a plan until June 26, 2015, and
the exclusive period to solicit acceptances of the plan through and
including Aug. 25, 2015.

                  About River City Renaissance

Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D.
Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July
30, 2014.  

The Debtors filed the chapter 11 cases in order to pursue an
orderly liquidation of their real property assets, which are
comprised of 29 residential apartment buildings in the City of
Richmond, in lieu of scheduled foreclosure sales.

The cases are assigned to Judge Keith L. Phillips.  The Debtors
tapped Spotts Fain PC, as counsel.

River City Renaissance LC disclosed $27.3 million in assets and
$29.2 million in liabilities as of the Chapter 11 filing.
Renaissance III estimated less than $10 million in assets and
debts.



SAN JUAN RESORT: Beach Hotel Owner for Ch. 11 with $33M in Debt
---------------------------------------------------------------
San Juan Resort Owners Inc. filed together with its bankruptcy
petition its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,000,000
  B. Personal Property            $1,734,355
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,563,042
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $929,627
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,459,440
                                 -----------      -----------
        TOTAL                    $12,734,355      $32,952,109

The Debtor owns a parcel of land of 1,637 square meters, with
commercial property known as the San Juan Beach Hotel, a 96-room
hotel.  The hotel is located at 1045, Ashford Avenue, Condado, San
Juan, Puerto Rico.  The Debtor said the property is worth $11
million based on appraised value.  Banco Popular de Puerto Rico is
owed $17.5 million, of which $6.56 million is unsecured.

According to the statement of financial affairs, the Debtor had
$630,500 of income from business operations in the year ended March
31, 2013, $600,000 in fiscal year ended March 31, 2014, and
$500,000 for the 11-month period ended Feb. 28, 2015.

A copy of the schedules filed together with the Chapter 11 petition
is available for free at:

       http://bankrupt.com/misc/prb15-01627_SAL.pdf

San Juan Resort Owners Inc. sought Chapter 11 bankruptcy protection
(Bankr. D.P.R. Case No. 15-01627) in Old San Juan, Puerto Rico on
March 5, 2015.  The Debtor is represented by William M. Vidal,
Esq., in San Juan, Puerto Rico.


SHEA HOMES: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Shea Homes L.P. to 'B+' from 'B'.  The outlook is stable.
At the same time, S&P assigned its 'B+' issue-level rating to the
company's proposed senior unsecured notes.  The recovery rating is
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default.  S&P's
recovery expectations are in the upper half of the 50% to 70%
range.

The upgrade reflects the company's outperformance relative to S&P's
prior expectations, notably lower leverage, and stronger coverage
measures.  Shea plans to refinance its single bullet secured notes
by splitting the debt into two separate unsecured tranches.  The
refinancing will significantly reduce annual interest costs,
enhance financial flexibility, increase liquidity, and
extend/stagger the debt maturity profile.  S&P has also revised its
assessment of Shea Homes' financial risk profile to "significant"
from "aggressive."

"The stable outlook incorporates our view that Shea Homes will
continue to increase EBITDA in a slowly recovering housing market
through an expanding community count that will drive further
improvement in its credit measures," said Standard & Poor's credit
analyst Thomas O'Toole.

S&P would consider lowering the rating by one notch if leverage
exceeded its expectations, such that debt to EBITDA trended above
4x and debt to capital were sustained materially above the low-50%
area.  S&P would also consider lowering the rating if an outcome to
the potential CCM tax liability required a large cash outlay that
strained liquidity or required additional debt funding.

Given the company's size, scale, and book leverage relative to
larger builder peers, S&P views an upgrade as unlikely in the near
term.  Longer-term, S&P could consider raising the rating one notch
if Shea could sustain book leverage to the low 40% area, better
diversify its market exposure, and demonstrate less volatility in
its cash flow measures.  



SPIRIT AEROSYSTEMS: S&P Raises CCR to 'BB'; Outlook Positive
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based aerostructures manufacturer Spirit AeroSystems
Inc. to 'BB' from 'BB-'.  The rating outlook is positive.

At the same time, S&P raised its issue-level ratings on the
company's $1.2 billion senior secured credit facility (which
comprises a $650 million revolver and now $535 million term loan)
to 'BBB-' from 'BB+'.  The recovery rating remains '1', which
indicates S&P's expectation for very high (90%-100%) recovery in a
payment default scenario.

S&P also raised its issue-level ratings on the company's unsecured
debt to 'BB-' from 'B+'.  The recovery rating remains '5',
indicating S&P's expectation for modest (10%-30%) recovery in a
payment default scenario at the high end of the range.

"The upgrade reflects the improvement in Spirit's credit ratios in
2014, stemming from better profitability and cash flow.  In
addition, the company reduced a material risk to future earnings by
divesting its Gulfstream wing business," said Standard & Poor's
credit analyst Chris Denicolo.

The rating outlook is positive.  Spirit AeroSystems reduced a large
amount of risk in 2014 by divesting the Gulfstream wing program and
making progress in reducing costs, but the A350 is still early in
its production and the company still needs to put in a long-term
pricing agreement with Boeing.  Standard & Poor's expects credit
ratios in 2015 to moderate somewhat from very strong levels in
2014, but this depends on how the company decides to divide its
cash flow among internal investment, shareholder rewards, and
acquisitions.

S&P could raise the rating in the next 12 months if the company is
able to maintain current profitability, reach a reasonable
long-term agreement with Boeing, not have any material charges on
the A350 or other programs, and pursue a financial policy allows
funds from operations (FFO) to debt to stay above 50%.

S&P could revise the outlook back to stable if recent improvements
in profitability and cash generation do not appear sustainable, a
new Boeing agreement is not reached or is reached on terms that are
unfavorable, the company records material charges on the A350 or
other programs, or management's financial policy results in
sustained FFO to debt below 45%.



SUNTECH AMERICA: Creditors' Panel Hires Pepper Hamilton as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Suntech America,
Inc. and Suntech Arizona, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Pepper
Hamilton LLP as its Delaware counsel in the Debtors' Chapter 11
cases, nunc pro tunc to Jan. 22, 2015.

The Committee needs Pepper Hamilton as its Delaware counsel to
provide, among other things, the following services in coordination
with Sheppard Mullin:

   (a) assist Sheppard Mullin as requested in representing the
       Committee;

   (b) advise the Committee with respect to its rights, duties and

       powers in these cases;

   (c) assist and advise the Committee in its consultations with
       the Debtors relating to the administration of these cases;

   (d) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with the holders of claims and, if
       appropriate, equity interests;

   (e) assist the Committee's investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtors
       and other parties involved with the Debtors, and of the
       operation of the Debtors' business;

   (f) assist the Committee in its analysis of, and negotiations
       with the Debtors or any other third party concerning
       matters related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing transactions and the terms of a plan of
       reorganization or liquidation for the Debtors;

   (g) assist and advise the Committee as to its communications,
       if any, to the general creditor body regarding significant
       matters in these cases;

   (h) represent the Committee at all hearings and other
       proceedings;

   (i) review, analyze, and advise the Committee with respect to
       applications, orders, statements of operations and
       schedules filed with the Court;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) assist the Committee as conflicts counsel, should the need
       arise; and

   (l) perform such other services as may be required and are
       deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

Pepper Hamilton will be paid at these hourly rates:

       David M. Fournier, Partner            $720
       Donald J. Detweiler, Partner          $680
       John H. Schanne II, Associate         $425
       Christopher A. Lewis, Paralegal       $275

Pepper Hamilton will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Donald J. Detweiler, partner of Pepper Hamilton, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C.
section 330 by Attorneys in Larger Chapter 11 Cases, effective Nov.
1, 2013 (the "U.S. Trustee Guidelines"), Pepper Hamilton responds
to the questions set forth in Section D of the U.S. Trustee
Guidelines as follows:

   -- Pepper Hamilton did not agree to a variation of its standard

      or customary billing arrangement for this engagement;

   -- None of the professionals included in this engagement have
      varied their rate based on the geographic location of these
      chapter 11 cases;

   -- Pepper Hamilton did not represent the Committee prior to the

      Petition Date; and

   -- The Committee's professionals have negotiated an acceptable
      budget with the Committee.  The Committee has approved
      Pepper Hamilton's proposed rates and staffing plan.

The Court for the District of Delaware will hold a hearing on the
application on March 17, 2015, at 10:00 a.m.  Objections were due
March 10, 2015.

Pepper Hamilton can be reached at:

       Donald J. Detweiler, Esq.
       PEPPER HAMILTON LLP
       Hercules Plaza, Suite 5100
       1313 N. Market Street
       Wilmington, DE 19899-1709
       Tel: (302) 777-6500
       Fax: (302) 421-8390
       E-mail: detweilerd@pepperlaw.com

                       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.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.

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.


SUNTECH AMERICA: Panel Hires FTI Consulting as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Suntech America,
Inc. and Suntech Arizona, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain FTI
Consulting, Inc. as financial advisor to the Committee, nunc pro
tunc to Jan. 26, 2015.

FTI will provide financial advisory services to the Committee and
its legal advisor as they deem appropriate and feasible in order to
advise the Committee in the course of these chapter 11 cases,
including but not limited to the following:

   (a) assistance in the review of financial related disclosures
       required by the Court, including the Schedules of Assets
       and Liabilities, the Statement of Financial Affairs and
       Monthly Operating Reports;

   (b) assistance with the assessment and monitoring of the
       Debtors' short term cash flow, liquidity, and operating
       results;

   (c) assistance with the review of the Debtors' proposed key
       employee retention and other employee benefit programs;

   (d) assistance with the review of the Debtors' analysis of its
       assets including its intercompany assets and the potential
       disposition or liquidation of those assets;

   (e) assistance with the review of the Debtors' cost/benefit
       analysis with respect to the affirmation or rejection of
       various executory contracts and leases;

   (f) assistance with the review of the Debtors' identification
       of potential cost savings, including overhead and operating

       expense reductions and efficiency improvements;

   (g) assistance in the review and monitoring of the asset sale
       process, including, but not limited to an assessment of the

       adequacy of the marketing process, completeness of any
       buyer lists, review and quantifications of any bids;

   (h) assistance with review of any tax issues associated with,
       but not limited to, claims/stock trading, preservation of
       net operating losses, refunds due to the Debtors, plans of
       reorganization, and asset sales;

   (i) assistance in the review of the claims reconciliation and
       estimation process including claims sought by affiliates of

       the Debtor;

   (j) assistance in the review of other financial information
       prepared by the Debtors, including, but not limited to,
       cash flow projections and budgets, business plans, cash
       receipts and disbursement analysis, asset and liability
       analysis, and the economic analysis of proposed
       transactions for which Court approval is sought;

   (k) attendance at meetings and assistance in discussions with
       the Debtors, potential investors, banks, other secured
       lenders, the Committee and any other official committees
       organized in these chapter 11 proceedings, the U.S.
       Trustee, other parties in interest and professionals hired
       by the same, as requested;

   (l) assistance in the review and/or preparation of information
       and analysis necessary for the confirmation of a plan and
       related disclosure statement in these chapter 11
       proceedings including work involving the wind down of the
       Debtor's Estates, assistance with the liquidation of assets

       and claims and ultimate distributions to creditors;

   (m) assistance in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers;

   (n) assistance in the prosecution of Committee responses/
       objections to the Debtors' motions, including attendance at

       depositions and provision of expert reports/testimony on
       case issues as required by the Committee; and

   (o) render such other general business consulting or such other

       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

FTI will be paid at these hourly rates:

       Senior Managing Directors      $800-$925
       Directors/Sr. Directors/
       Managing Directors             $580-$765
       Consultants/Senior
       Consultants                    $300-$555
       Administrative/
       Paraprofessionals/Associates   $125-$250

With respect to the sale of any assets owned by Suntech Arizona,
Inc. (the "Arizona Assets"), FTI will provide a 50% discount on its
hourly rates for work performed in connection with marketing such
assets.  In the event that the net sale proceeds of the Arizona
Assets are greater than $900,000, FTI shall recoup such discount
based on a 50% sharing arrangement (between FTI and the Debtors'
estate) of any and all incremental proceeds beyond $900,000.
Following the recoupment of FTI's discounted fees, and in the event
additional net proceeds are available, FTI shall earn a 10% fee on
all incremental proceeds (with the remaining 90% of incremental
proceeds paid to the Debtors' estate).

Conor Tully, senior managing director with FTI Consulting, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on March 17, 2015, at 10:00 a.m.  Objections were due
March 10, 2015.

FTI Consulting can be reached at:

       Conor Tully
       FTI CONSULTING, INC.
       Three Times Square, 11th Floor
       New York, NY 10036
       Tel: +1 (212) 247-1010
       Fax: +1 (212) 841-9350
       E-mail: conor.tully@fticonsulting.com

                       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.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.

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.


SUNTECH AMERICA: Panel Hires Sheppard Mullin as Lead Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Suntech America,
Inc. and Suntech Arizona, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Sheppard
Mullin Richter & Hampton LLP as lead counsel to the Committee, nunc
pro tunc to Jan. 22, 2015.

The Committee requires Sheppard Mullin to:

   (a) advise the Committee with respect to its rights, duties and

       powers in these cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relating to the administration of these cases;

   (c) attend meetings and negotiate with representatives of the
       Debtors and other parties in interest;

   (d) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with the holders of claims and, if
       appropriate, equity interests;

   (e) assist the Committee's investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtors
       and other parties involved with the Debtors, and of the
       operation of the Debtors' business;

   (f) assist the Committee in its analysis of, and negotiations
       with the Debtors or any other third party concerning
       matters related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing transactions and the terms of a disclosure
       statement and plan of reorganization or liquidation for the

       Debtors;

   (g) assist and advise the Committee as to its communications,
       if any, to the general creditor body regarding significant
       matters in these cases;

   (h) represent the Committee at all hearings and other
       proceedings;

   (i) review, analyze, and advise the Committee with respect to
       applications, orders, statements of operations and
       schedules filed with the Court;

   (j) negotiate with the key constituents in furtherance of the
       development of a chapter 11 liquidating plan, either co-
       sponsored, supported or not supported by the Debtors;

   (k) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   (l) perform such other legal services as may be required and
       are deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

Sheppard Mullin will be paid at these hourly rates:
    
       Craig A. Wolfe, Partner          $690
       Malani J. Cademartori, Partner   $685
       Evan Zisholtz, Associate         $610
       Shantel D. Watters, Law Clerk    $335

Sheppard Mullin will also be reimbursed for reasonable
out-of-pocket expenses incurred.

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

As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C.
section 330 by Attorneys in Larger Chapter 11 Cases, effective Nov.
1, 2013 (the "UST Guidelines"), Sheppard Mullin responds to the
questions set forth in Section D of the UST Guidelines as follows:

  -- Sheppard Mullin did not agree to a variation of its standard
     or customary billing arrangement for this engagement;

  -- None of the professionals included in this engagement have
     varied their rate based on the geographic location of these
     chapter 11 cases;

  -- Sheppard Mullin did not represent the Committee prior to the
     Petition Date; and

  -- Sheppard Mullin intends to negotiate an acceptable budget
     with the Committee.  The Committee has approved Sheppard
     Mullin's proposed rates and staffing plan.

The Court for the District of Delaware will hold a hearing on the
application on March 17, 2015, at 10:00 a.m.  Objections were due
March 10, 2015.

Sheppard Mullin can be reached at:

       Craig A. Wolfe, Esq.
       SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
       30 Rockefeller Plaza
       New York, NY 10112
       Tel: (212) 653-8700
       Fax: (212) 653-8701
       E-mail: cwolfe@sheppardmullin.com

                       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.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.

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.


SURGERY CARE: Moody's Cuts New Term Loan Rating to B1 After Upsize
------------------------------------------------------------------
Moody's Investors Service lowered Surgery Care Affiliates, LLC's
proposed senior secured credit facilities rating to B1 from Ba3
after the company upsized the issuing amount to $700 million from
$600 million, comprised of a $250 million revolver and a $450
million term loan B.  Concurrently, Moody's affirmed all existing
ratings of the company including the B2 Corporate Family Rating,
the B2-PD Probability of Default Rating and the existing Caa1
rating on the now proposed $250 million senior unsecured notes.
Outlook remains stable.

The downgrade reflects the greater amount of senior debt within the
capital structure.  The senior unsecured notes are now $250 million
compared to the previously proposed $350 million and the senior
secured term loan B has subsequently been increased by $100 million
to $450 million, which leads to a one notch downgrade of the senior
secured credit facilities in accordance with Moody's Loss Given
Default (LGD) Methodology.

The proceeds will be used to refinance SCA's existing $212 million
term loan B-2, $384 million term loan B-3 and place about $94
million of cash on the balance sheet for future acquisitions.

Ratings lowered and LGDs revised:

  -- $250 million senior secured revolver expiring 2020 to B1
     (LGD 3) from Ba3 (LGD 2)

  -- $450 million senior secured term loan B due 2022 to B1
     (LGD 3) from Ba3 (LGD 2)

Ratings affirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

  -- $250 million senior unsecured notes due 2023 at Caa1 (LGD 5)

  -- Speculative Grade Liquidity Rating at SGL-2

Ratings to be withdrawn at closing:

  -- Senior secured revolving credit facility due 2016 to B2
     (LGD 3)

  -- Senior secured term loan B due 2017 to B2 (LGD 3)

  -- Senior secured term loan B due 2018 to B2 (LGD 3)

SCA's B2 Corporate Family Rating reflects the company's moderately
high leverage, adequate interest coverage and modest free cash
flow.  While Moody's expects acquisitions to contribute to the
company's growth, they are likely to limit debt repayment in the
near term, as Moody's expects the company to use debt to fund its
acquisition strategy.  The rating also reflects favorable industry
fundamentals over the long-term.  Moody's expects insurance payers,
including Medicare, to continue driving patients to less expensive
providers, such as ASCs.  The rating also reflects the company's
strong market position, good case mix, and good liquidity.

The stable rating outlook reflects Moody's expectation that the
company will continue to be modest in size in terms of revenue, and
maintain moderately high leverage at about 5 times.

The rating could be downgrade should the company take on additional
debt to fund acquisitions or if debt to EBITDA will be sustained
above 6.5 times.  Additionally, the ratings could be downgraded if
Moody's anticipates that free cash flow will turn negative or that
liquidity will deteriorate.

The rating could be upgraded if the company can sustain free cash
flow to debt above 8% and maintain debt to EBITDA below 5.0 times.

The principal methodology used in these ratings was Global
Healthcare Service Providers 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.

Surgical Care Affiliates, headquartered in Deerfield, Illinois,
operates one of the largest networks of surgical facilities in the
US, comprised of 182 surgical facilities, including ambulatory
surgery centers, surgical hospitals and one sleep center as of Sep.
30, 2014.


SURGICAL CARE: S&P Retains 'B+' CCR on Proposed Term Loan
---------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Surgical Care Affiliates Inc.'s proposed first-lien credit
facilities to '4' (at the high end of the 30% to 50% range) from
'3,' because the company plans to increase the size of the proposed
term loan to $450 million from $350 million.  This issue-level
rating is unchanged at 'B+,' the same as the corporate credit
rating.  The proposed credit facilities will include a $250 million
revolving credit facility and a $450 million term loan.

In addition, the company plans on decreasing the size of the
planned unsecured notes to $250 million from $350 million.  The
'B-' issue-level rating on these notes are unchanged.  The recovery
rating on the notes also remains '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for lenders in the event of a
payment default.

Since the company is increasing the size of the proposed term loan
and decreasing the size of the proposed notes by a like amount, the
transaction does not impact S&P's leverage expectations or the
corporate credit rating.  The 'B+' corporate credit rating
continues to reflect S&P's expectation that leverage will remain
between 4x and 5x.  The ratings also take into account the
company's narrow focus in a highly competitive industry and
moderate reimbursement risk.

RATINGS LIST

Surgical Care Affiliates Inc.
Corporate Credit Rating          B+/Stable/--

Recovery Rating Revised
                                  To          From
Surgical Care Affiliates Inc.
$250 Mil. Revolving Credit Fac.  B+          B+
   Recovery Rating                4H          3L
$450 Mil. Term Loan              B+          B+
   Recovery Rating                4H          3L



THOBURN LIMITED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thoburn Limited Partnership
        1630 Hunter Mill Road
        Vienna, VA 22182

Case No.: 15-10801

Chapter 11 Petition Date: March 9, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Robert G. Mayer

Debtor's Counsel: Christopher L. Rogan, Esq.
                  ROGANMILLERZIMMERMAN, PLLC
                  50 Catoctin Circle, N.E., Suite 333
                  Leesburg, VA 20176
                  Tel: (703) 777-8850
                  Fax: (703) 777-8854
                  Email: crogan@rmzlawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by John Thoburn, general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-10801.pdf


TRONOX LTD: S&P Affirms 'BB' Corp. Credit Rating, Off Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Tronox
Ltd., including its 'BB' corporate credit rating, and removed them
from CreditWatch, where S&P had placed them with negative
implications on Feb. 4, 2015.  The outlook is negative.

At the same time, S&P assigned its 'BB-' issue-level rating and '5'
recovery rating to Tronox Finance LLC's proposed $600 million
senior unsecured notes due 2022.  The '5' recovery rating indicates
S&P's expectation of modest recovery (high end of the 10% to 30%
range) in the event of a payment default.

"The negative outlook reflects our expectation that Tronox could
have some difficulty reducing pro forma debt to EBITDA below 4x in
2016 from above 5x at close," said Standard & Poor's credit analyst
Seamus Ryan.  "Although we believe the gradually improving
conditions in the titanium dioxide industry will support
management's intention to reduce leverage significantly following
the close, this process could take longer than 12 to 18 months,"
said Mr. Ryan.

The ratings on Tronox reflect S&P's assessment of the company's
business risk profile as "fair" and its financial risk profile as
"significant."  S&P's assessment of Tronox's business risk profile
as "fair" reflects S&P's view of the company's position as one of
the largest and the only fully vertically integrated global
producer in the highly cyclical titanium dioxide (TiO2) industry.
S&P's assessment of Tronox's financial risk profile as
"significant" reflects S&P's expectation that the company will
focus on decreasing leverage quickly following the close of this
transaction.  Although credit measures will be weak in 2015, S&P
believes gradual improvement in TiO2 operating conditions should
support management's deleveraging plan.  S&P characterizes Tronox's
liquidity as "adequate."  Pro forma for the acquisition, S&P
expects the company's liquidity sources to cover its uses by more
than 1.2x over the next 12 months.

The negative outlook reflects S&P's view of the risk that Tronox
will not be able to reduce debt to EBITDA below 4x, as S&P assumes
in its base-case.  Although S&P believes Tronox is committed to
reducing leverage below 4x in 2016, S&P believes certain conditions
could extend this process.

S&P could lower the ratings if it expects a somewhat slower
recovery in TiO2 industry conditions or a more expensive
integration of the alkali chemicals business to prevent Tronox from
reducing leverage below 4x in 2016.  S&P could also lower ratings
if the company pursues additional debt-financed acquisitions or
returns to shareholders such that leverage does not meet S&P's
expectations in 2016.

S&P could revise its outlook to stable if the company meets S&P's
base-case expectations and reduces debt to EBITDA to below 4x in
2016.  S&P could also revise its outlook if the company's financial
policy decisions lead to improved leverage in the absence of
expected operating performance improvements.



ULTIMATE NUTRITION: Committee Taps Lowenstein Sandler as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ultimate
Nutrition, Inc. and ProStar, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the District of Connecticut to
retain Lowenstein Sandler LLP as counsel, effective as of Jan. 13,
2015.

Lowenstein has advised the Committee that it does not hold nor
represent any other entity having an adverse interest in connection
with the Debtors' bankruptcy cases; is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(14); and does not have
any connections with the Debtors, and parties-in-interest.

As counsel to the Committee, Lowenstein Sandler is expected to,
among other things:

  (a) provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under 11 U.S.C. Sec. 1102;

  (b) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential claims
      and any other matters relevant to the case, to the sale of
      assets or to the formulation of a plan; and

  (c) participate in the formulation of a plan.

Lowenstein will be compensated for its services on an hourly basis,
and reimbursed for actual and necessary expenses related to the
engagement, subject to discounts the firm agreed to provide for the
benefit to the Committee as follows: John K. Sherwood and Bruce S.
Nathan will invoice at the discounted hourly rate of $500 for the
duration of the cases.  Barry Z. Bazian (whose standard hourly rate
is $340) and other professionals that may provide services in the
cases will invoice at a 20% discount off of their standard hourly
rates.  No Lowenstein professional will invoice at an hourly rate
greater than $500.

                     About Ultimate Nutrition

Ultimate Nutrition, Inc., develops and distributes nutritional
supplements for body building, enhanced athletic performance and
fitness.  The products are sold worldwide in over 100 countries.
The business was founded in 1979 by the late Victor H. Rubino, one
of the top amateur power lifters in the United States at that
time.

The company has two facilities located in Farmington,
Connecticut, one product distribution center in New Britain,
Connecticut and a research and development center in West Palm
Beach, Florida.

Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and
14-22403) on Dec. 17, 2014.

On Dec. 19, 2014, the Court entered an order directing the joint
administration of the Debtors' cases for procedural purposes.

The Debtors have tapped Pullman & Comley, in Bridgeport,
Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as
accountant; and Marcum LLP, as financial advisor.

Ultimate Nutrition estimated $10 million to $50 million in assets
and debt.  

The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors.  Mark Piper of
Fonterra (USA) Inc. serves as chair to the Committee.  The
Committee has selected Lowenstein Sandler, LLP, to serve as its
counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local
counsel.  



ULTIMATE NUTRITION: Committee Taps Neubert Pepe as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ultimate
Nutrition, Inc. and ProStar, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the District of Connecticut to
retain the law firm of Neubert, Pepe & Monteith, P.C. ("NPM") as
its local counsel effective as of Jan. 13, 2015.

The Committee has requested that NPM serve as its local counsel to
assist it in all aspects of the case, including:

  (a) assist in its investigation of the acts, conduct, assets,
      liabilities and financial conditions of the Debtor, the  
      operation of the Debtor's business, and any other matters
      relevant to the case and the formulation of a plan of
      reorganization;

  (b) review and analyze all applications, motions, orders and
      schedules filed with the Court by the Debtor or third
      parties, advise the Committee as to their propriety, and
      after consultation with the Committee, take appropriate
      action including attendance at court hearings on behalf
      of the Committee;

  (c) confer with the accountants and any other professionals
      retained by the Committee, so as to advise the Committee
      and the Court more fully of the Debtor's operations, any
      sale process and any potential plan of reorganization;

  (d) provide other legal advice and services as are necessary
      to assist the Committee to perform its duties under the
      Bankruptcy Code.

NPM will charge for its legal services on an hourly basis in
accordance with its ordinary and customary rates for cases of this
nature.  The principal attorneys that will represent the Creditors'
Committee in the Debtors' cases, along with their hourly rates,
are:

         Attorney                   Hourly Rate
         --------                   -----------
         Douglas S. Skalka             $360
         Mark I. Fishman               $360
         James C. Graham               $360
         Corey S. Fitzgerald           $285

NPM will also bill for reasonable and actual out-of-pocket expenses
made on behalf of the Committee.

To the best of the Committee's knowledge, and except as disclosed
in an affidavit submitted by Mr. Skalka, the firm of NPM and its
individual attorneys do not have any connections with the Debtor,
its creditors or any other party in interest, their respective
attorneys and accountants, the United States Trustee, or any person
employed in the Office of the United States Trustee, except that
NPM has represented TD Bank, N.A., a creditor of the Debtor, in
unrelated collection matters.  The fees paid by the Bank to NPM for
its services amount to less than 1% of the firm's revenues in
2014.

                     About Ultimate Nutrition

Ultimate Nutrition, Inc., develops and distributes nutritional
supplements for body building, enhanced athletic performance and
fitness.  The products are sold worldwide in over 100 countries.
The business was founded in 1979 by the late Victor H. Rubino, one
of the top amateur power lifters in the United States at that
time.

The company has two facilities located in Farmington,
Connecticut, one product distribution center in New Britain,
Connecticut and a research and development center in West Palm
Beach, Florida.

Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and
14-22403) on Dec. 17, 2014.

On Dec. 19, 2014, the Court entered an order directing the joint
administration of the Debtors' cases for procedural purposes.

The Debtors have tapped Pullman & Comley, in Bridgeport,
Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as
accountant; and Marcum LLP, as financial advisor.

Ultimate Nutrition estimated $10 million to $50 million in assets
and debt.  

The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors.  Mark Piper of
Fonterra (USA) Inc. serves as chair to the Committee.  The
Committee has selected Lowenstein Sandler, LLP, to serve as its
counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local
counsel.  



ULTIMATE NUTRITION: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Ultimate Nutrition, Inc., filed with the U.S. Bankruptcy Court for
the District of Connecticut its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $20,157,424
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,658,178
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,226,964
                                 -----------      -----------
        TOTAL                    $20,157,424      $19,885,142

A copy of the schedules is available for free at:

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

                     About Ultimate Nutrition

Ultimate Nutrition, Inc., develops and distributes nutritional
supplements for body building, enhanced athletic performance and
fitness.  The products are sold worldwide in over 100 countries.
The business was founded in 1979 by the late Victor H. Rubino, one
of the top amateur power lifters in the United States at that
time.

The company has two facilities located in Farmington,
Connecticut, one product distribution center in New Britain,
Connecticut and a research and development center in West Palm
Beach, Florida.

Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and
14-22403) on Dec. 17, 2014.

On Dec. 19, 2014, the Court entered an order directing the joint
administration of the Debtors' cases for procedural purposes.

The Debtors have tapped Pullman & Comley, in Bridgeport,
Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as
accountant; and Marcum LLP, as financial advisor.

Ultimate Nutrition estimated $10 million to $50 million in assets
and debt.  

The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors.  Mark Piper of
Fonterra (USA) Inc. serves as chair to the Committee.  The
Committee has selected Lowenstein Sandler, LLP, to serve as its
counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local
counsel.  


UNITED GILSONITE: Amends Schedule of Unsecured Claims
-----------------------------------------------------
United Gilsonite Laboratories amended Schedule F of its schedules
of assets and liabilities to disclose that unsecured non-priority
claims total $0.  The schedules identified four creditors, all with
$0 unsecured claims:

                                                           Claim
   Creditor                         Nature of Claim       Amount
   --------                         ---------------       ------
Comcast                                Trade Debt           $0
E.P. Mancinelli & Associates, P.C.     Trade Debt           $0
George Alarm Co Inc                    Trade Debt           $0
Stanley Convergent Security Solutions  Trade Debt           $0

In the prior iteration of the schedules, the Debtor disclosed
$21,084,962 in assets and $3,008,688 in liabilities, including
$2,982,879 in unsecured non-priority claims.

                     About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries.  United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims.  UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.



UNIVERSAL COOPERATIVES: Seeks June 8 Extension of Plan Filing Date
------------------------------------------------------------------
Universal Cooperatives, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to further extend the period by which
they have exclusive right to file a plan through and including June
8, 2015, and the period by which they have exclusive right to
solicit acceptances of that plan through and including Aug. 4,
2015.

The Debtors' current plan filing period expired on March 9.  The
Debtors tell the Court that they need more time to file their plan
as they have actively engaged the Official Committee of Unsecured
Creditors and its advisors in making critical decisions
particularly in relation to the material source of distribution
under an eventula Chapter 11 plan.  The Debtors say they need more
time to negotiate and finalize a plan of liquidation and
collaborate with the Committee in conjunction with that plan.

The Debtors are represented by Robert S. Brady, Esq., Andrew L.
Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware; and Mark L.
Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian,
Esq., at Foley & Lardner LLP, in Chicago, Illinois.

                About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members
and
over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection
Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and
$29.3
million in liabilities as of the Chapter 11 filing.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor
and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at Venable LLP, in Wilmington, Delaware.


VALEANT PHARMACEUTICALS: S&P Assigns 'BB' Rating on $1BB Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
ratings to Laval, Quebec-based pharmaceutical company Valeant
Pharmaceuticals International Inc.'s proposed issuance of $1
billion term loan A maturing in 2020 and $4.550 billion term loan B
maturing 2022.  At the same time, S&P placed these ratings on
CreditWatch with positive implications.  S&P assigned a recovery
rating of '2' to these notes, reflecting its expectation for
substantial recovery (70% to 90%; at the higher end of the range)
on these obligations in the event of a payment default.

S&P expects to revise the recovery rating on the company's secured
debt to '1' from '2' and to raise the issue-level rating to 'BB+',
from 'BB' when the Salix acquisition is consummated.  This
improvement stems from S&P's expectation that pro forma for the
transaction secured debt will be a smaller proportion of the total
debt and that about 95% of the company's EBITDA will be at
guaranteeing entities (compared with our previous assumption of
about 70% following the Bausch & Lomb transaction).

The company plans to use the proceeds of this new debt for the
acquisition of Salix Pharmaceuticals Ltd.

S&P's 'BB-' corporate credit rating on Valeant reflects S&P's
assessment of the company's business risk as "satisfactory" and the
financial risk profile as "aggressive".  The outlook is stable.

The satisfactory business risk assessment reflects the company's,
broad geographic, therapeutic, product, and payer diversification
and strong profitability as characterized by margins of over 40%.
The business risk also incorporates the company's low level of
investment in R&D and an acquisition-driven growth strategy, as
well as the elevated operational risks associated with integrating
the steady stream of acquisitions and managing a large portfolio of
small products.

The aggressive financial risk profile reflects adjusted debt
leverage in the range of 4x to 5x, over time, after incorporating
500 basis points of incremental R&D and other expenditures which
S&P believes are needed to sustain positive organic growth over the
longer term.  S&P estimates adjusted debt leverage of about 6x for
2015, improving to about 4.4x for 2016.

The rating also reflects a one-notch negative impact stemming from
the company's financial policies.  This relates to the company's
tolerance for intermittently increasing debt leverage above current
levels and its strategy of pursuing rapid growth through
acquisitions.

RATINGS LIST

Valeant Pharmaceuticals International Inc.
Corporate Credit Rating                  BB-/Stable/--

New Rating

Valeant Pharmaceuticals International Inc.
Secured
$1 Bil. Term Loan A Due 2020             BB/Watch Pos
   Recovery Rating                        2H
$4.550 Bil. Term Loan B Due 2022         BB/Watch Pos
   Recovery Rating                        2H



[*] Hogan Lovells Expands NY Office with Ron Silverman
------------------------------------------------------
Hogan Lovells announced on March 2 that Ron Silverman has joined
its Finance practice as a Business Restructuring and Insolvency
(BRI) partner. He will reside in the firm's New York office.

Silverman previously practiced as a partner with Bingham McCutchen.
His practice is focused on the representation of financial
institutions, hedge funds, and other sophisticated investors, in
the context of financial restructurings, insolvencies, and
distressed acquisitions. He has handled Chapter 11 and Chapter 15
work on both the Debtor and creditor side.

A significant portion of his practice involves cross-border
transactions whose geographic scope spans South America, Europe,
the Middle East, Africa, and Asia, with a particular focus in
China. He also has experience in restructuring transactions with a
concentration in the oil and gas industry.

"Ron's practice and expertise further diversifies our already
established BRI practice in New York," said Sharon Lewis, global
Finance practice group leader. "His focus in the oil and gas
industry will be an incredible asset as restructurings in the
industry are expected to increase in the next few years, both in
the United States and abroad."

"Hogan Lovells' global platform and the support of the cross-border
BRI practice provide an ideal opportunity to better serve my client
base," said Silverman. "As we see an increase in the numbers of
cross-border restructurings, I am looking forward to working
alongside such a prominent and forward-thinking global team."

Silverman received his J.D. from University of Connecticut School
of Law and his B.A. with honors from Trinity College.

Mr. Silverman may be reached at:

         Ronald Silverman, Esq.
         HOGAN LOVELLS US LLP
         875 Third Avenue
         New York, NY 10022
         Tel: (212) 918-3880
         Fax: (212) 918-3100
         E-mail: ronald.silverman@hoganlovells.com

                      About Hogan Lovells

Hogan Lovells is a leading global legal practice providing
business-oriented legal advice and high-quality service across its
exceptional breadth of practices to clients around the world.

"Hogan Lovells" or the "firm" is an international legal practice
that includes Hogan Lovells US LLP and Hogan Lovells International
LLP. For more information, see www.hoganlovells.com.


[*] Junk Defaults and Recoveries Little Changed in 2014
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Moody's Investors Service said the number of
junk-rated companies to default in 2014 was little changed from the
year before. Similarly, creditor recoveries last year closely
matched those of 2013.

According to Bloomberg, Moody's recorded 53 defaults in 2014,
totaling $68.9 billion in bonds and loans.  The year before, 69
companies defaulted on $55.2 billion of debt, the Bloomberg report
said.  Measured by post-default trading prices, Moody's reported
that the 2014 recovery on senior unsecured bonds was 43.3 percent,
down from 43.8 percent in 2013, the Bloomberg report added.


[*] S&P Applies New Mortgage Insurance Criteria to Mortgage Insurer
-------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has reviewed its
ratings on 12 (sub)groups consisting of 21 mortgage insurance
companies primarily in Australia and the U.S.  S&P has applied its
new ratings criteria for mortgage insurers, which it published on
RatingsDirect on March 2, 2015.  Following the review, there were
one downgrade and three upgrades among the (sub)groups as well as a
few outlook changes.  The ratings action on Hong Kong-based QBE
Mortgage Insurance (Asia) Ltd. is due to the change in its group
status to highly strategically important and the rating action on
its parent group, QBE Lenders' Mortgage Insurance Ltd.

S&P is also publishing analytical reports on each of the rated
mortgage insurance (sub)groups included in this release.

At the same time, under the criteria for rating mortgage insurers,
S&P assigned insurance industry and country risk assessments
(IICRAs) to mortgage insurance sectors of Australia, Canada, and
the U.S. IICRA is one of the factors in S&P's assessment of an
insurer's business risk profile.  The business risk profile, in
turn, is one of the key components of S&P's rating methodology.
S&P is publishing individual reports on each of these countries.

RATINGS LIST

Ratings Affirmed
Essent Guaranty Inc.
Counterparty Credit Rating
Financial Strength Rating              BBB+/Stable/--

Genworth Mortgage Insurance Corp.
Counterparty Credit Rating
Financial Strength Rating              BB-/Positive/--

Genworth Residential Mortgage Insurance Corp. of North Carolina
Financial Strength Rating              BB-/Positive/--

Genworth Financial Mortgage Insurance Pty Ltd.
Counterparty Credit Rating
Financial Strength Rating              A+/Developing/--

Genworth Financial Mortgage Insurance Pty Ltd. (NZ Branch)
Financial Strength Rating              A+/Developing/--

Genworth Financial Mortgage Indemnity Ltd.
Counterparty Credit Rating
Financial Strength Rating              A-/Developing/--

MGIC Australia Pty Ltd.
Counterparty Credit Rating
Financial Strength Rating              BBB-/Stable/--

Westpac Lenders Mortgage Insurance Ltd.
Counterparty Credit Rating
Financial Strength Rating              AA-/Stable/--

Rating Affirmed; Outlook Revised    To              From
MGIC Investment Corp. (Unsolicited Ratings)
Counterparty Credit Rating         B+/Positive/--  B+/Stable/--

MGIC Indemnity Co.
Counterparty Credit Rating
Financial Strength Rating          BB+/Positive/-- BB+/Stable/--

Mortgage Guaranty Insurance Corp.
Counterparty Credit Rating
Financial Strength Rating          BB+/Positive/-- BB+/Stable/--

Mortgage Risk Management Pty Ltd.
Counterparty Credit Rating
Financial Strength Rating          BBB-/Stable/--
BBB-/Negative/--

Upgraded                            To              From
Arch Mortgage Insurance Co.
Counterparty Credit Rating
Financial Strength Rating          A-/Positive/--
BBB+/Positive/--

Radian Group Inc.
Counterparty Credit Rating         B/Positive/--   B-/Positive/--

Radian Guaranty Inc.
Counterparty Credit Rating
Financial Strength Rating          BB/Positive/--
BB-/Positive/--

Radian Mortgage Assurance Inc.
Counterparty Credit Rating
Financial Strength Rating          BB/Positive/--
BB-/Positive/--

Radian Mortgage Insurance Inc.
Counterparty Credit Rating
Financial Strength Rating          BB/Positive/--
BB-/Positive/--

United Guaranty Residential Insurance Co.
Counterparty Credit Rating
Financial Strength Rating          A/Stable/--     A-/Stable/--

United Guaranty Mortgage Indemnity Co.
Financial Strength Rating          A/Stable/--     A-/Stable/--

Downgraded; Outlook Action          To              From
QBE Lenders' Mortgage Insurance Ltd.
Counterparty Credit Rating
Financial Strength Rating          A+/Stable/--   
AA-/Negative/--

QBE Mortgage Insurance (Asia) Ltd.
Counterparty Credit Rating         A/Stable/--     A+/Negative/--
Financial Strength Rating          A/Stable/--     A+/Negative/--
Greater China Regional Scale       cnAA+/--        cnAAA/--

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer.  Standard & Poor's
has used information from sources believed to be reliable based on
standards established in our Credit Ratings Information and Data
Policy but does not guarantee the accuracy, adequacy, or
completeness of any information used.



                            *********

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.

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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.

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