TCR_Public/150312.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 12, 2015, Vol. 19, No. 71

                            Headlines

AEREO INC: Outlines Repayment Plan After Ch. 11 Sale
ALEXZA PHARMACEUTICALS: Incurs $6.7 Million Net Loss in Q4
ALLIED NEVADA: Has Plan Deal with Noteholders, Lenders
ALLIED NEVADA: Moody's Lowers Corp. Family Rating to 'Ca'
ALLIED NEVADA: Proposes to Pay $11.4M to Critical Vendors

ALLIED NEVADA: Seeks Approval of $78MM of DIP Financing
ALLIED NEVADA: Taps Prime Clerk as Claims Agent
ALLIED NEVADA: Wants to Limit Trading to Protect NOLs
AMC ENTERTAINMENT: S&P Raises CCR to 'B+'; Outlook Stable
AMPLIPHI BIOSCIENCES: To Restate Financial Reports with SEC

ANTIOCH CHRISTIAN: Voluntary Chapter 11 Case Summary
APOLLO MEDICAL: Proposed to Sell $18 Million Common Shares
ARCHDIOCESE OF MILWAUKEE: 7th Circ. Overturns Ruling on Trust
ARCHDIOCESE OF MILWAUKEE: Creditors Win 7th Cir. Battle Over Trust
AZIZ CONVENIENCE STORES: Wants Plan Deadline Moved to May 1

BINDER & BINDER: March 16 Final Hearing on Alternative DIP Financin
BLUE COAT: S&P Puts 'B' CCR on CreditWatch Negative
BOARDWALK PIPELINES: S&P Retains 'BB+' Rating on $350MM Sr. Notes
BON-TON STORES: Beth Grumbacher Quits as Director
BPZ RESOURCES: Proposes KCC as Claims and Noticing Agent

BPZ RESOURCES: Wants Until April 22 to File Schedules & Statements
BRUSH CREEK: Objections to Plan Due March 16
CAESAR'S ENTERTAINMENT: BOKF Says DLA Piper's Disclosure Lacking
CAESAR'S ENTERTAINMENT: UCC, Noteholders Respond to K&E Application
CAESARS ENTERTAINMENT: Millstein Replaces Perella as Fin'l Adviser

CBRE SERVICES: Moody's Rates Senior Subordinated Shelf at (P)Ba1
CENTRAL OKLAHOMA UNITED: Plan Filing Deadline Moved to Mid-April
CHINA GERUI: Receives Nasdaq Listing Non-Compliance Notice
CLEMENT SUPPORT: Case Summary & 20 Largest Unsecured Creditors
CLIFFS NATURAL: Capital World Reports 3.6% Stake as of Feb. 27

COMMUNITY HOME: Indictment Charges President of Stealing Over $9M
COVIS PHARMA: Moody's Ratings on Review with Direction Uncertain
COYOTE LOGISTICS: Moody's Assigns 'B2' CFR, Outlook Stable
COYOTE LOGISTICS: S&P Assigns 'B-' CCR; Outlook Stable
CSS FABRICATION: Case Summary & 20 Largest Unsecured Creditors

DALLAS ROADSTER: Court Narrows Claims in TCB Dispute
DCP MIDSTREAM: S&P Affirms Then Withdraws 'B' Issuer Credit Rating
DOLPHIN DIGITAL: Management Agreement with Related Party Ends
DORAL FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
EDISON MISSION: Reorganization Trust Approves Cash Distribution

ENERGY FUTURE: Wins Approval to Pay Off Up to $750MM Debt
EPR PROPERTIES: Fitch Affirms 'BB' Preferred Stock Rating
EXELIXIS INC: Deerfield Note Maturity Date Extended to 2018
FANNIE MAE: EVP & Chief Risk Officer Taking Leave of Absence
FERRARA CANDY: $40MM Loan Add-On Has No Impact on Moody's B3 CFR

FERRARA CANDY: S&P Affirms 'B' CCR & Revises Outlook to Stable
FIRST QUANTUM: Moody's Lowers CFR to 'B1', Outlook Negative
FOUR OAKS: Posts $633,000 Net Income for Fourth Quarter
GAMING & LEISURE: S&P Puts 'BB+' CCR on CreditWatch Negative
GETTY IMAGES: S&P Lowers CCR to 'B-' on Weak Operating Performance

GRAPHIC PACKAGING: Moody's Raises Corp. Family Rating to 'Ba1'
INDEX RECOVERY: Plan Implemented, Wants Case Closed
INTEGRATED FREIGHT: Late Form 10-K Shows $4.8M Profit for 2013
INTERTAIN GROUP: S&P Assigns 'B+' CCR & Rates $335MM Loan 'BB'
ITUS CORP: Reports $3.7 Million Net Income for First Quarter

KU6 MEDIA: Reports $39,000 Net Loss for Fourth Quarter
LA ESPERANZA DEL MANANA: Case Summary & 8 Top Unsecured Creditors
LEHMAN BROTHERS: Initiates 2nd Distribution for Unsec. Creditors
MAGNETATION LLC: Moody's Lowers CFR to 'Caa2', Outlook Negative
MALIBU ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors

MALIBU ASSOCIATES: Returns to Chapter 11 With $48MM in Debt
MERIDIAN WORLD: S&P Assigns 'BB+' Rating on $26.5MM Revenue Bonds
MILLICOM INT'L: Fitch Rates Proposed $500MM Sr. Unsecured Notes BB+
NII HOLDINGS: Reports $83-Mil. Operating Loss in 4th Quarter
NTELOS INC: Moody's Cuts CFR to B2, Alters Outlook to Negative

PHILLIPS BROTHERS: Files for Chapter 11; Owners Pursuing Sale
PHOTOMEDEX INC: Stonepine Reports 5.9% Stake as of Feb. 27
PORT AGGREGATES: Trustee Selects Douglas S. Draper as Examiner
QUARTZ HILL: Moffa & Bonacquisti Withdrawn as Counsel of Record
QUICKSILVER RESOURCES: Deregisters Securities Under 401(k) Plan

RECYCLE SOLUTIONS: March 19 Hearing on Bid for Lease Extension
RECYCLE SOLUTIONS: Wants Plan Filing Deadline Moved to July 2
RENT-A-CENTER: S&P Revises Outlook to Stable & Affirms 'BB' CCR
RES-CARE INC: $100MM Term Loan Won't Affect Moody's Ba3 CFR
RES-CARE INC: S&P Affirms 'BB-' CCR; Outlook Stable

RESIDENTIAL CAPITAL: $235MM Class Suit Accord Has Initial Okay
RICEBRAN TECHNOLOGIES: Shareholders' Meeting on June 24
RITE AID: Moody's Confirms B2 Corp. Family Rating, Outlook Stable
SAN JUAN RESORT: Section 341(a) Meeting Scheduled for April 10
SEARS METHODIST: Wins Confirmation of Sale-Based Plan

SHEA HOMES: Moody's Assigns 'B2' Rating on New $750MM Unsec. Notes
SHILO INN: California Bank & Trust Has Greenlight to Foreclose
ST. STEPHENS ECONOMIC: Case Summary & Top Unsecured Creditors
SUN BANCORP: Bank Closes Sale of Assets and Liabilities to Sturdy
TEXOMA PEANUT: Has Until May 3 to Decide on Leases

TEXOMA PEANUT: Hearing Set on Amendments to DIP Facility
TLC HEALTH: Has Until April 13 to Propose Chapter 11 Plan
TLC HEALTHCARE: Cash Collateral Hearing Continued Until April 13
TRACK GROUP: Sapinda Asia Reports 50.6% Stake as of March 9
TRUMP ENTERTAINMENT: Ex-Employee Denied Admin. Expense Claim

TS EMPLOYMENT: James S. Feltman Approved as Chapter 11 Trustee
ULTIMATE NUTRITION: Committee Taps GlassRatner as Finc'l. Advisor
VALEANT PHARMACEUTICALS: Moody's Rates $1BB Secured Loan A-4 'Ba1'
VALEANT PHARMACEUTICALS: S&P Rates $9.6BB Unsecured Notes 'B'
WALTER ENERGY: Director Mascall Won't Stand for Re-Election

WEST CORP: Has Secondary Offering of 11 Million Common Shares
WESTMORELAND COAL: Charles Frischer Has 5.6% Stake as of March 4
[*] AlixPartners Survey Points to an Increase in Ch. 11 Filings
[*] Dorsey Bankruptcy Partner Annette Jarvis Named to ACB Board
[^] Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

AEREO INC: Outlines Repayment Plan After Ch. 11 Sale
----------------------------------------------------
Law360 reported that Aereo Inc. filed a Chapter 11 plan outlining a
strategy to pay back creditors with the meager proceeds of an
auction for television streaming technology that threatened to
upend the U.S. television marketplace before it was declared
illegal by the U.S. Supreme Court.

According to Law360, bankruptcy lawyers filed a Chapter 11 plan
designed to distribute $1.55 million that bidders paid at an asset
auction, a figure less than half of what Aereo expected to receive.
The disappointing auction capped a swift and dramatic fall for
Aereo, a disruptive  startup that was once poised to revolutionize
the way consumers watch network television, Law360 said.

Meanwhile, Sara Randazzo, writing for The Wall Street Journal,
reported that a lawsuit was filed accusing major broadcasters of
chilling the bidding in an asset sale intended to raise money for
Aereo's creditors.  According to the Journal, the suit, filed on
March 9 in U.S. Bankruptcy Court in New York, says the broadcasters
"have aggressively pursued litigation strategies that are
objectively baseless" and served no purpose other than to hurt
Aereo.

                        About Aereo, Inc.

With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on Internet-connected devices, such as personal
computers, tablet devices, and "smartphones."   Aero provided to
each subscriber access, via the Internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.

Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No.
14-13200) in Manhattan, New York, on Nov. 20, 2014.  The Chapter
11
filing came five months after the U.S. Supreme Court ruled the
Debtor, with respect to live or contemporaneous transmissions, was
essentially performing as a traditional cable system under the
Copyright Act, and thus was violating broadcasters' copyrights
because it wasn't paying broadcasters any fees.

The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel.  The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers.  Prime Clerk LLC is the claims and notice agent.

The Debtor disclosed $22.2 million in assets and $2.78 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three creditors to serve
on
the official committee of unsecured creditors.  Stinson Leonard
Street LLP serves as the Committee's counsel.


ALEXZA PHARMACEUTICALS: Incurs $6.7 Million Net Loss in Q4
----------------------------------------------------------
Alexza Pharmaceuticals, Inc., reported a net loss of $6.70 million
on $1.45 million of revenue for the three months ended Dec. 31,
2014, compared to a net loss of $5.69 million on $1.31 million of
revenue for the same period in 2013.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $36.7 million on $5.56 million of revenue compared to a net loss
of $39.6 million on $47.8 million of revenue in 2013.

As of Dec. 31, 2014, the Company had $61.6 million in total assets,
$113 million in total liabilities and a $51.7 million total
stockholders' deficit.

"During 2015 and beyond, we see several value opportunities for
Alexza," said Thomas B. King, president and CEO of Alexza.  "We
believe we will see continued uptake of ADASUVE, based on the
foundation established by Teva in the U.S., and Ferrer in the EU
and Latin America.  Teva and Ferrer continue to make progress with
the number of hospitals and physicians utilizing ADASUVE.  We
continue to feel confident about the long-term potential of
ADASUVE, given the satisfaction we hear from doctors and patients
who have used the product and found it to be safe and effective."

King continued, "Beyond ADASUVE, we are excited about our evolving
pipeline, with a goal of deriving value from our Staccato
technology.  We have two product candidates in active development.
We initiated a Phase 2a study with AZ-002 (Staccato alprazolam) in
a subset of epilepsy patients.  Additionally, in 2015 we expect to
commence a Phase 2 clinical trial with AZ-007 (Staccato zaleplon)
for the treatment of middle of night awakening."

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

                        http://is.gd/V0GWWe

                           About Alexza

Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc.  In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation.  In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.

The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.

Alexza Pharmaceuticals reported a net loss of $39.6 million in
2013, a net loss of $28 million in 2012 and a net loss of
$40.5 million in 2011.


ALLIED NEVADA: Has Plan Deal with Noteholders, Lenders
------------------------------------------------------
Allied Nevada Gold Corp. on March 10 announced an agreement with
certain holders of its 8.75% senior unsecured notes due 2019 and
its secured bank lenders to effect a reduction in the Company's
funded debt obligations and provide the Company with additional
liquidity.  In order to implement this financial restructuring,
Allied Nevada and certain of its domestic direct and indirect
subsidiaries filed voluntary petitions for relief under chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware on March 10.  Allied Nevada will continue
to operate its business as a "debtor in possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.  Under the proposed financial restructuring,
which requires Bankruptcy Court approval, Allied Nevada's trade
creditors and vendors are expected to be paid in full.

In conjunction with the chapter 11 filing, Allied Nevada entered
into a restructuring support agreement with noteholders
collectively owning or controlling in excess of 67% of the
aggregate outstanding principal amount of the Company's Notes and
the Company's secured bank lenders.  In this agreement, the
supporting noteholders and secured bank lenders committed to
support the restructuring transaction, which includes a
restructuring of the Company's debt and equity (which consists of
the Company's common stock and existing warrants to purchase common
stock).

The Company and the supporting noteholders have also agreed on a
$78 million debtor in possession (DIP) secured credit facility.
The Company plans to use this DIP financing to maintain
business-as-usual operations during the restructuring process.  The
Company believes its current and anticipated cash resources will be
sufficient to pay its expenses and maintain its business operations
during the pendency of its chapter 11 cases.

The Company has filed customary "First Day Motions" with the
Bankruptcy Court, which, if granted, will help ensure a smooth
transition to chapter 11.  The motions are expected to be addressed
promptly by the Bankruptcy Court.

Allied Nevada's legal counsel is Akin Gump Strauss Hauer & Feld LLP
and its financial advisor is Moelis & Company.  Legal counsel to
the holders of the Notes that are parties to the restructuring
support agreement is Stroock & Stroock & Lavan LLP and their
financial advisor is Houlihan Lokey.  Wachtell, Lipton, Rosen &
Katz and Paul Hastings LLP are legal counsel to the secured bank
lenders, and the secured bank lenders' financial advisor is RPA
Advisors.

                        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's common stock trades on the NYSE and the TSX.

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 operation 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.

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



ALLIED NEVADA: Moody's Lowers Corp. Family Rating to 'Ca'
---------------------------------------------------------
Moody's Investors Service downgraded Allied Nevada Gold Corp.'s
corporate family and senior unsecured ratings to Ca from Caa1, and
the Probability of Default Rating to D-PD from Caa1-PD.  The
outlook is stable.

The downgrades were prompted by the company's March 10, 2014
announcement that it voluntarily filed for relief under Chapter 11
of the United States Bankruptcy Code.  Subsequent to the actions,
Moody's will withdraw the ratings because Allied Nevada has entered
bankruptcy.

Moody's took the following rating actions and intends to withdraw
the ratings:

Downgrades:

Issuer: Allied Nevada Gold Corp.

  -- Probability of Default Rating, Downgraded to D-PD from
     Caa1-PD

  -- Corporate Family Rating, Downgraded to Ca from Caa1

  -- Senior Unsecured Rating, Downgraded to Ca, LGD4 66% from
     Caa2, LGD4 67%

Withdrawals:

Issuer: Allied Nevada Gold Corp.

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-4

The Ca rating on senior unsecured notes reflects our expectations
of a low recovery rate on the notes.

Allied Nevada Gold Corp. is a gold producer which operates the
Hycroft Mine in Nevada as its single operating mine.  Hycroft is
currently an open pit, run-of-mine and crushed ore heap leach gold
mine that concurrently produces silver as a byproduct.  The company
also owns four advanced exploration properties in Nevada, including
Mountain View, Wildcat, Pony Creek/Elliot Dome and Maverick
Springs, a 45% joint venture with Silver Standard Resources Inc.
The company has in 2014 sold a 75% interest in its Hasbrouck/Three
Hills property for $20 million, retaining a 25% interest.
Exploration activities are suspended at the present time. Revenues
for the 12 months ending Sep. 30, 2014 were approximately $329
million.

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.


ALLIED NEVADA: Proposes to Pay $11.4M to Critical Vendors
---------------------------------------------------------
Allied Nevada Gold Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authority to pay prepetition claims
held by critical vendors in an amount not to exceed $10.9 million
on an interim basis and up to $11.4 million on a final basis.

The Debtors identified 5% of the vendors, to whom they may owe
prepetition amounts as vendors that provide the Debtors with raw
materials, supplies, equipment and services that are vital to their
operations.

As of the Petition Date, the Debtors believe they owe the critical
vendor candidates $11.4 million, which constitutes 34% of the
Debtors' accrued payables of $33.1 million.

The Debtors will use commercially reasonable efforts to require the
applicable Critical Vendor to provide favorable trade terms in line
with historical practices for the postpetition delivery of goods
and services or otherwise continue to supply the Debtors with
essential goods and services for the duration of the Chapter 11
cases.

                        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's common stock trades on the NYSE and the TSX.

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.

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


ALLIED NEVADA: Seeks Approval of $78MM of DIP Financing
-------------------------------------------------------
Allied Nevada Gold Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for approval to (i) obtain postpetition
secured debtor in possession financing of up to $78.0 million from
certain holders of prepetition unsecured notes, and (ii) use cash
collateral of the prepetition secured parties.

Although the DIP financing matures in one year, the milestones set
forth in the DIP credit agreement require the Debtors to obtain
confirmation of their reorganization plan within 6 months.

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) CDN$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.

The Debtors were able to obtain postpetition financing with
priority junior to that of the Prepetition Secured Parties and,
therefore, are not seeking to prime the liens of the Prepetition
Secured Parties.  The "junior" DIP provided by the DIP Lenders
eliminates the risk of a prolonged and costly "priming" litigation
with the Prepetition Secured Parties.   In addition, the terms of
the DIP Facility, including the fees payable in connection
therewith, are reasonable under the circumstances.  Indeed, except
for a minimal Cash Put Option Payment, which is payable in cash
upon entry of the Interim Order, so long as the DIP Facility is
satisfied at maturity pursuant to the Restructuring Transaction,
the remaining fees to the DIP Lenders are payable on the Effective
Date in the form of New Second Lien Convertible Notes rather than
in cash. This fee structure will enable the Debtors to conserve
cash during the chapter 11 cases and avoid the need to, in effect,
round-trip a portion of the DIP financing back to the DIP Lenders.

                       Terms of DIP Facility

The salient terms of the DIP Facility are:

   * Borrower:      Allied Nevada Gold Corp.

   * Guarantors:    Allied Nevada Gold Holdings LLC, Allied VGH
                    Inc., Allied VNC Inc., Hycroft Resources &
                    Development, Inc., Victory Exploration Inc.,
                    Victory Gold Inc., ANG Central LLC, ANG Cortez

                    LLC, ANG Eureka LLC, ANG North LLC, ANG
                    Northeast LLC, ANG Pony LLC and Hasbrouck
                    Production Company LLC.

   * DIP Agent:     Wilmington Savings Fund Society, FSB

   * DIP Facility:  A $78 million multiple-draw term loan
                    facility, $35 million of which shall be drawn
                    after entry of the Interim Order and $43
                    million of which shall be drawn, in two
                    additional loans, on and after May 1, 2015.

   * Adequate
     Protection:    The Prepetition Secured Parties will receive
                    adequate protection for any diminution in
                    value of their prepetition liens subject to
                    the payment in full in cash of amounts due
                    under the Carve-Out:

                    * payment of regularly scheduled cash
                      interest,

                    * payments in cash, promptly, of out-of-pocket

                      fees, costs and expenses, as applicable, as
                      they become due and owing, (including all
                      reasonable fees, costs, disbursements and
                      expenses of solely Wachtell, Lipton, Rosen &

                      Katz, Paul Hastings LLP, Fennemore Craig,
                      P.C. (Nevada counsel), McMillan LLP
                      (Canadian counsel), Morris, Nichols, Arsht
                      & Tunnell LLP (Delaware counsel), and RPA
                      Advisors, and prepetition fees, costs,
                      disbursements and expenses of JDS Energy &
                      Mining USA LLC),

                    * continuing valid, binding, enforceable,
                      unavoidable and fully perfected postpetition

                      replacement liens

                    * superpriority administrative expense claims
                      under and to the extent set forth in 11
                      U.S.C. Sections 503 and 507(b) against the
                      Debtors' estates,

                    The Prepetition Lenders under the Prepetition
                    Revolving Credit Facility will receive a
                    repayment of $10,000,000 in respect of such
                    Prepetition Secured Obligations owed to them
                    from the cash currently held by the Debtors
                    pursuant to Section 11.1(q) of the Prepetition

                    Credit Agreement.

   * Interest
     Rate:          12% per annum, 6% to be paid in cash, 6% to be

                    paid in kind.

   * Default
     Interest:      Interest Rate plus 2.00% per annum.

   * Fees:          The Backstop DIP Lenders and the DIP Lenders,
                    as applicable, will receive a non-refundable
                    Backstop Put Option Payment, PIK Put Option
                    Payment and/or Cash Put Option Payment.

   * Maturity
     Date:          One year from the Closing Date.

   * Events of
     Default:       Customary events of default for financings of
                    this type.

   * Carve-Out:     "Carve-Out" will be used to pay (i) all fees
                    required to be paid to the Clerk of the Court
                    and to the Office of the U.S. Trustee, (ii)
                    allowed accrued and unpaid fees,
                    disbursements, costs and expenses incurred by
                    the Professionals retained by the Debtors or
                    the Committee at any time before or on the
                    date of the delivery of a Carve-Out Trigger
                    Notice; and (iii) all unpaid fees,
                    disbursements, costs and expenses incurred by
                    the Professionals on or after the day
                    following the of the Carve-Out Trigger Notice,

                    to the extent allowed by the Bankruptcy Court
                    at any time, in an aggregate amount not to
                    exceed $2.0 million.

                          Milestones

The Debtors are required to comply with these milestones:

A. The Final Order will have been entered by the Bankruptcy Court
on or prior to the date that is 35 days after the Petition Date;

B. An order approving the assuming of the Restructuring Support
Agreement pursuant to Section 365 of the Bankruptcy Code and
granting relief related thereto will have been entered by the
Bankruptcy Court on or prior to the date that is 75 calendar days
after the Petition Date;

C. An order approving bid procedures filed with the Bankruptcy
Court with respect to the mining exploration properties (including
any royalties, profit interests or other payment streams related
thereto) will have been entered by the Bankruptcy Court on or prior
to the date that is 75 calendar days after the Petition Date;

D. A motion seeking approval of the Disclosure Statement and
associated procedures for the Solicitation shall have been filed
with the Bankruptcy Court on or prior to the date that is 75
calendar days after the Petition Date;

E. An order approving the Disclosure Statement will have been
entered by the Bankruptcy Court on or prior to the date that is 110
calendar days after the Petition Date;

F. The Solicitation will have commenced on or prior to the date
that is 125 calendar days after the Petition Date;

G. An order confirming the Plan of Reorganization will have been
entered by the Bankruptcy Court on or prior to the date that is one
hundred 165 calendar days after the Petition Date; and

H. The Effective Date will have occurred, all conditions precedent
to the effectiveness of the Plan of Reorganization will have been
satisfied or expressly waived in accordance with the terms thereof,
as the case may be, and the transactions to occur on the date
pursuant to the Plan will have become effective or been
consummated, on or prior to the date that is 180 calendar days
after the Petition Date.

A copy of the DIP Financing Motion, which includes the DIP Credit
Agreement, is available for free at:

      http://bankrupt.com/misc/Allied_Nev_DIP_Motion.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's common stock trades on the NYSE and the TSX.

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.

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


ALLIED NEVADA: Taps Prime Clerk as Claims Agent
-----------------------------------------------
Allied Nevada Gold Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for approval to employ Prime Clerk LLC as
claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
900 entities to be noticed.

According to the Debtors, by appointing Prime Clerk as the claims
agent in the chapter 11 cases, the distribution of notices and the
processing of claims will be expedited, and the Office of the
Clerk of the Bankruptcy Court will be relieved of the
administrative burden of processing claims.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Analyst                         $45 to $55
     Technology Consultant           $90 to $110
     Consultant                     $110 to $145
     Senior Consultant              $160 to $180
     Director                       $185 to $205

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Consultant          $200
     Director of Solicitation         $225

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing, and no charge for e-mail noticing.  Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge.  For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $35,000.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                        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's common stock trades on the NYSE and the TSX.

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.

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


ALLIED NEVADA: Wants to Limit Trading to Protect NOLs
-----------------------------------------------------
Allied Nevada Gold Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to set notification and objection
procedures regarding certain transfers of beneficial interests in
equity securities in ANV.

Allied Nevada ("ANV") is publicly traded on the New York Stock
Exchange and the Toronto Stock Exchange (ticker symbol ANV).  As of
the Petition Date, Allied Nevada had 126 million shares of Allied
Nevada common stock outstanding.  In addition to having
publicly-traded equity, the Debtors have CDN$400 million in
tradable senior unsecured debt (approximately US$317.5 million).

The Debtors have experienced recent and historic losses from the
operation of their business.  As a result, the Debtors estimate
that their federal income tax net operating losses (the “NOLs”)
are approximately $177 million as of the Petition Date, which
amounts could be even higher when the Debtors emerge from chapter

Pursuant to Sections 59(e) and 172(b) of the Internal Revenue Code
of 1986, as amended (the "IRC") and the United States Department of
Treasury Regulations promulgated thereunder, the Debtors may be
able to carry back and then forward NOLs, tax credits, and other
tax attributes to offset future taxable income and tax liability so
that they may obtain a cash refund and improved liquidity in the
future.

These NOLs could translate into future reductions of the Debtors'
federal income tax liabilities of approximately $62.0 million based
on a corporate federal income tax rate of 35%.  

Because an "ownership change" may negatively impact the Debtors'
utilization of their NOLs, the Debtors proposed these procedures:

   * Any "substantial shareholder" -- entity that has direct or
indirect beneficial ownership of at least 5,994,000 shares of
common stock (representing 4.75% of the outstanding shares of
common stock) -- must serve and file a declaration on or before the
later of (i) 21 days after the date of the interim order approving
the procedures and (ii) 10 days after becoming a substantial
shareholder.

   * Prior to effectuating any transfer of the equity securities
that would result in another entity becoming a substantial
shareholder, the parties to such transaction must serve and file a
notice of the intended stock transaction.

   * The Debtors have 30 calendar days after receipt of the stock
transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
proceed.

   * Any transfer of the equity securities in violation of the
procedures will be null and void ab initio.

                        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's common stock trades on the NYSE and the TSX.

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.

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


AMC ENTERTAINMENT: S&P Raises CCR to 'B+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Leawood,
Kan.-based AMC Entertainment Holdings Inc., including the corporate
credit rating to 'B+' from 'B'.  The rating outlook is stable.

"The upgrade reflects our expectations that AMC's operating margins
will continue to improve as a result of the reseating, concession
and customer engagement initiatives it has initiated over the past
two years," said Standard & Poor's credit analyst Jawad Hussain.
"We believe that AMC's strategy of creating a more comfortable
customer experience through premium recliner seating and more
extensive food options should allow it to continue improving its
operating performance as it expands these offerings to more
theaters."

The stable rating outlook is based on S&P's expectation that AMC
will continue to improve its operating margins and maintain
adequate liquidity while keeping leverage below 5x over the next
two to three years, despite volatility in box office performance.

S&P could lower the rating if operating performance deterioration,
shareholder distributions, or aggressive capital spending plans
cause leverage to increase above 5x on a sustained basis, which
could result in negative discretionary cash flow, or "less than
adequate" liquidity.

Although unlikely over the next two years, S&P could raise the
rating if the company increases its operating margins to a level
that is more in line with its rated peers', if it establishes
consistently positive discretionary cash flow, and if it maintains
leverage in the low-4x area, despite volatility in box office
performance.  This would also entail the company committing to a
more conservative financial policy, especially in light of its
majority ownership by Dalian Wanda Group.



AMPLIPHI BIOSCIENCES: To Restate Financial Reports with SEC
-----------------------------------------------------------
The Audit Committee of the Board of Directors of AmpliPhi
Biosciences Corporation determined, in March 2014, that the
Company's financial statements for the fiscal periods ended
Dec. 31, 2013, Sept. 30, 2014, June 30, 2014 and March 31, 2014,
should be restated.

"In the course of preparing its audited financial statements for
the year ended Dec. 31, 2014, the Company's management has
identified certain non-cash items that have been recorded
incorrectly," acccording to a document filed with the Securities
and Exchange Commission.  These items have no impact on the
Company's reported net cash flows or future net cash flows.  As a
result, the Company will file an amended Form 10-K for the year
ended Dec. 31, 2013, and amended Forms 10-Q/A for each of the
quarters ended Sept. 30, 2014, June 30, 2014, and March 31, 2014 as
soon as practicable.

The Audit Committee discussed these matters with the Company's
registered independent accountant.

                           About AmpliPhi

AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics.  It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting.  The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections.  AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.

The Company reported a net loss of $57.6 million on $325,000 of
total revenue for the year ended Dec. 31, 2013, compared with a
net loss of $1.11 million on $664,000 of total revenue in 2012.

PBMares, LLP, in Richmond, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.

As of Sept. 30, 2014, the Company had $28.4 million in total
assets, $17.08 million in total liabilities and $11.3 million in
total stockholders' equity.


ANTIOCH CHRISTIAN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Antioch Christian Center
           aka Antioch Christian Center Church, International
           aka Antioch Christian Center Church
        325 E. Belt Boulevard
        Richmond, VA 23224

Case No.: 15-31204

Chapter 11 Petition Date: March 10, 2015

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

Judge: Hon. Kevin R. Huennekens

Debtor's Counsel: Alexander Hamilton Ayers, Esq.
                  AYERS & STOLTE, P.C.  
                  710 Hamilton Street, Suite 300
                  Richmond, VA 23221
                  Tel: 804-358-4731
                  Email: aayers@ayerslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Jerry M. Kelly, trustee.

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


APOLLO MEDICAL: Proposed to Sell $18 Million Common Shares
----------------------------------------------------------
Apollo Medical Holdings, Inc., filed a Form S-1 registration
statement with the Securities and Exchange Commission relating to a
firm commitment public offering of shares of common stock of the
Company for a proposed maximum aggregate offering price of $18.2
million.

The Company is offering an aggregate of shares of its common stock,
par value $0.001 per share for the purchase price per share of __.
The Company's common stock is currently quoted on the OTCQB under
the symbol "AMEH" and the Company has applied to list its common
stock on the NASDAQ Capital Market under the symbol "AMEH."  The
last reported sale price of the Company's common stock on March 2,
2015, on the OTCQB was $0.40 per share.  The Company expects to
effect a ___-for-___ reverse stock split of its outstanding common
stock just prior to the date of this prospectus.

A full-text copy of the preliminary prospectus is available at:

                        http://is.gd/cguZOb

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.

As of Dec. 31, 2014, the Company had $15.02 million in total
assets, $16.5 million in total liabilities, and a $1.47 million
total stockholders' deficit.


ARCHDIOCESE OF MILWAUKEE: 7th Circ. Overturns Ruling on Trust
-------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
the U.S. Court of Appeals for the Seventh Circuit on March 9 struck
down a lower court's decision to shield a $55 million trust from
claims filed by hundreds of people who alleged were sexually abused
as children by Roman Catholic clergy members in the Archdiocese of
Milwaukee.

According to the report, the Seventh Circuit found that a trust
created to maintain the archdiocese's cemeteries must be made
available to the alleged abuse victims and other creditors,
potentially freeing up a major funding source in a contentious
Chapter 11 bankruptcy case that has stretched out over more than
four years.

                    About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in
the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.


ARCHDIOCESE OF MILWAUKEE: Creditors Win 7th Cir. Battle Over Trust
------------------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Seventh
Circuit affirmed, in part, and reversed, in part, the judgment of
the district court to shield a $55 million trust from claims filed
by victims of sexual abuse by Roman Catholic clergy members in the
Archdiocese of Milwaukee.  The Seventh Circuit remanded the matter
for proceedings consistent with its opinion.

Facing financial problems and lawsuits from victims of sexual
abuse, the Archdiocese of Milwaukee filed for Chapter 11 bankruptcy
in 2011. A Creditors' Committee composed of abuse victims
subsequently sought to void a one-time transfer of $55 million from
the Archdiocese's general accounts to a trust earmarked for
maintaining cemeteries as fraudulent or preferential under the
Bankruptcy Code.  The Committee wanted the $55 million included in
the Archdiocese's bankruptcy estate, making it available to
creditors. However, the district court found that the application
of the Bankruptcy Code to that transfer would violate the
Archbishop's free exercise rights under the Religious Freedom
Restoration Act and the First Amendment.

"We only affirm the district court's conclusion that RFRA is not
applicable when the government is not a party to the suit based on
the statute's plain language. However, we disagree with the
district court's conclusion that RFRA is applicable in this action
because the Committee does not act under 'color of law' and is not
the 'government' for RFRA purposes.  It is composed of
non-governmental actors, owes a fiduciary duty to the creditors it
represents and no one else, and has other nongovernmental traits,"

the Seventh Circuit said.

"Although the Free Exercise Clause is implicated here, we disagree
with the district court's conclusion that it bars the application
of the Code to the $55 million. The Code and its relevant
provisions are generally and neutrally applicable and represent a
compelling governmental interest in protecting creditors that is
narrowly tailored to achieve that end."

The Seventh Circuit added: "we reverse the grant of summary
judgment in favor of the Archdiocese and the dismissal of the case,
and grant the Committee's motion for summary judgment on Count III
of the Archdiocese's complaint. Our decision does not resolve all
the issues in the Archdiocese's complaint, nor do we make any
finding as to whether the transfer of the Funds to the Trust was
fraudulent, avoidable, or preferential. Our holding today is
limited to a determination that RFRA and the First Amendment do not
prevent the application of the Challenged Provisions to the Funds.
In other words, if the case reaches that stage, the adjudicator can
consider the issue of whether the transfer of the Funds ran afoul
of any of the Challenged Provisions without violating the Free
Exercise Clause or RFRA."

The Committee sought the district court judge's recusal after the
summary judgment order, but the court denied that motion.

"Because of our holding in Parts A-C of this opinion, it is not
necessary to definitively decide this issue," the Seventh Circuit
added.

The appellate case is, JEROME E. LISTECKI, as Trustee of the
Archdiocese of Milwaukee Catholic Cemetery Perpetual Care Trust
Plaintiff-Appellee, v. OFFICIAL COMMITTEE OF UNSECURED CREDITORS,
Defendant-Appellant, Nos. 13-2881, 13-3353, 13-3495 (7th Cir.).  A
copy of the decision dated March 9, 2015, is available at
http://is.gd/rqxD0Nfrom Leagle.com.

                    About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in
the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.


AZIZ CONVENIENCE STORES: Wants Plan Deadline Moved to May 1
-----------------------------------------------------------
Aziz Convenience Stores, L.L.C., filed a motion asking the U.S.
Bankruptcy for the Southern District of Texas to enter an order
extending (i) its exclusive period to file a plan through May 1,
2015; and (ii) its exclusive period to obtain acceptances of that
plan through July 1, 2015.  

In explaining its request for a second exclusivity extension, the
Debtor notes that at the hearing conducted on Dec. 17, 2014, the
Court entered a final order authorizing the Debtor's use of cash
collateral and authorizing the Debtor to employ GA Keen Realty
Advisors, LLC, as investment banker for the estate.  Together,
these orders provided for the Debtor to begin a process of seeking
a source of funding for a plan of reorganization, either through a
sale of assets or through an alternative lending source.  The Final
Cash Collateral Order provides a number of deadlines the Debtor
must meet in order to continue to use cash collateral.  The Debtor
expects that it will meet all of these deadlines.

Matthew S. Okin, Esq., at Okin & Adams LLP, explains that the
marketing process has now been underway for more than 60 days. GA
Keen has extensively marketed the opportunity to invest in the
Debtor through a purchase or loan.  More than 80 interested parties
have signed non-disclosure agreements enabling them to access the
financial information in the Debtor's data room. GA Keen has set
March 9, 2015 as the deadline for interested parties to submit
offers to purchase or finance the Debtor.  Once those offers have
been received, the Debtor, with GA Keen's assistance, will select
the most promising offers and attempt to reach a deal on a
transaction.  Once a final deal has been agreed upon, the Debtor
will be in a position to propose a plan of reorganization.

The Debtor expects that this process will take approximately
another 60 days.  For this reason, the Debtor requires another 60
day extension of the exclusivity period.

                  Exclusivity Extended to March 18

At a March 2, 2015 hearing, PlainsCapital Bank requested from the
Debtor additional time to consider the Exclusivity Extension
Motion.  

Accordingly, Judge Richard S. Schmidt entered an order extending
the Debtor's exclusive period to file a plan of reorganization
through and including March 18, 2015.

The entry of the March 2 order is without prejudice to
PlainsCapital Bank's rights to seek any relief from the Court,
including filing a motion to terminate the Debtor's exclusive
periods.

All parties-in-interest will have until 5 p.m. CST on March 13,
2015, to file written objections to the relief requested in the
Debtor's Motion.

The hearing on the Debtor's Motion will take place on March 18,
2015 at 9:00 a.m.

                      About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.



BINDER & BINDER: March 16 Final Hearing on Alternative DIP Financin
-------------------------------------------------------------------
The Bankruptcy Court authorized, on an interim basis, Binder &
Binder - The National Social Security Disability Advocates (NY),
LLC, et al., to:

   1) obtain alternative postpetition senior secured financing from
Stellus Capital Investment Corporation, in its capacity as
administrative agent for itself and any other financial
institutions from time to time party to such financing on a
priming, first-lien basis;

   2) use the cash collateral of the Alternative DIP Secured
Parties and of the existing lenders; and

   3) provide the existing lenders with adequate protection.

The Debtors have requested that Alternative DIP Secured Parties
establish a secured lending facility in favor of Debtors pursuant
to which Debtors may obtain up to two term loans in a maximum
aggregate principal amount not to exceed $6,000,000.  Proceeds of
the Alternative DIP Loans will be utilized to (i) repay all
principal, interest through payoff, fees, costs and expenses
outstanding under the Existing DIP Facility which were not used to
satisfy prepetition indebtedness of the existing lenders; and (ii)
for the other purposes and amounts set forth in the budget.

On Dec. 24, 2014, pursuant to the existing interim order, the
Debtors entered into a postpetition revolving credit and security
agreement dated as of Dec. 23, 2014, as amended, with Capital One
N.A. as a lender, US Bank National Association as a lender and as
agent, and the lenders from time to time party thereto
(collectively with US Bank and Capital One, the existing lenders.
The existing credit agreement provided for a postpetition revolving
loan in the amount of $26 million, which included a complete
roll-up of the $23 million of prepetition indebtedness owed to the
existing lenders and an additional commitment of up to $3 million
to fund the Debtors' operations during the Chapter 11
cases, secured by the DIP Collateral.

As adequate protection from any diminution in value of the lenders'
collateral, the Debtor will grant the lenders adequate protection
liens and a superpriority claim status, subject to carve out on
certain expenses.

                         Summary of Terms
                         ----------------

Borrowers:                Binder & Binder - The National Social
                          Security Disability Advocates LLC

Guarantor:                SSDI Holdings, Inc.

DIP Credit Facility:      A two draw term loan credit facility in
an aggregate principal amount not to exceed $6,000,000.  The
indebtedness and obligations of borrowers under the DIP Credit
Facility will be joint and several.  

A copy of the terms of the alternative postpetition financing
http://bankrupt.com/misc/Binder&Binder_DIP_Order.PDF

A final hearing on the matter will be held on March 16, 2015, at
11:00 a.m.  Objections, if any, are due 4:00 p.m., on March 12.

On Feb. 19, the Court extended and amended the interim order
authorizing the Debtor to (i) obtain postpetition financing; and
(ii) use cash collateral.  The Court also set a hearing for Feb.
24, to consider further authorization.

Previously, the Official Committee of Unsecured Creditors objected
to the financing agreement, stating that the financial covenants
demanded by the secured lenders unfairly and inappropriately limit
the Debtors' ability to maximize value of the estates for all
stakeholders.

The Committee is represented by Klestadt Winters Jureller Southard
& Stevens, LLP.

                     About Binder & Binder

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

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

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

A four-member panel serves as Official Committee of Unsecured
Creditors in the Debtors' cases.



BLUE COAT: S&P Puts 'B' CCR on CreditWatch Negative
---------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Sunnyvale, Calif.-based Blue Coat Systems Inc. on
CreditWatch with negative implications.

The 'B+' issue-level rating and '2' recovery rating on the
company's $700 million first-lien term loan due 2019 and the 'CCC+'
issue-level rating and '6' recovery rating on its $330 million
second-lien term loan due 2020 remain unchanged.  S&P expects that
these facilities will be refinanced as part of this transaction,
after which we will withdraw the ratings on them.

The CreditWatch placement follows the announcement that Bain
Capital LLC has agreed to acquire the company from Thoma Bravo LLC
and Ontario Teachers' Pension Plan.

"We believe this transaction could result in Blue Coat's leverage
increasing from current levels, which could result in a downgrade,"
said Standard & Poor's credit analyst Kenneth Fleming.



BOARDWALK PIPELINES: S&P Retains 'BB+' Rating on $350MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' issue-level
rating on Boardwalk Pipelines L.P.'s $350 million 4.95% senior
unsecured notes due 2024 is unchanged after the partnership
announced its proposal to issue an add-on to the notes.  The
partnership intends to use net proceeds to retire the entire
outstanding $250 million aggregate principal amount of operating
subsidiary Texas Gas Transmission LLC's 4.6% notes due 2015.  As of
Dec. 31, 2014, Boardwalk had total balance-sheet debt of about $3.7
billion.

Boardwalk Pipeline Partners L.P.'s 'BBB-' corporate credit rating
reflects its 'bb+' stand-alone credit profile and one-notch uplift
from ultimate parent, Loews Corp.  The outlook is stable.  The
issue rating on the notes is one notch below the corporate credit
rating because the debt is structurally subordinate to debt at
Boardwalk's operating pipeline subsidiaries.

RATINGS LIST

Boardwalk Pipeline Partners L.P.
Corp credit rating                          BBB-/Stable/--

Rating Unchanged
Boardwalk Pipelines L.P.
$600 mil senior unsecured notes due 2024    BB+



BON-TON STORES: Beth Grumbacher Quits as Director
-------------------------------------------------
Beth Grumbacher resigned as a member of the board of directors of
The Bon-Ton Stores, Inc., on March 6, 2015, for personal reasons,
according to a document filed with the Securities and Exchange
Commission.

                       About Bon-Ton Stores

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

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

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

                           *     *     *

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

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

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


BPZ RESOURCES: Proposes KCC as Claims and Noticing Agent
--------------------------------------------------------
BPZ Resources, Inc., is asking the U.S. Bankruptcy Court for the
Southern District of Texas for approval to employ Kurtzman Carson
Consultants LLC as noticing, claims, and balloting agent.

The Debtor has numerous potential creditors, equity security
holders, and parties in interest in the Chapter 11 case.  Although
the office of the Clerk of the United States Court ordinarily would
serve notices on the Debtor's creditors and other parties in
interest and administer claims against the Debtor, the Clerk's
Office may not have the resources to undertake such tasks,
especially in light of the sheer magnitude of the Debtor's creditor
body and the tight timelines that frequently arise in chapter 11
cases.

Accordingly, the Debtor proposes to engage KCC to act as the
Debtor's Claims Agent.  This retention is the most effective and
efficient manner of noticing the numerous creditors and parties in
interest of the filing of the chapter 11 case and other
developments related thereto.  In that capacity, KCC will transmit,
receive, docket, and maintain proofs of claim filed in connection
with the chapter 11 case.

The Debtor agreed to provide KCC with a retainer in the amount of
$15,000.

The Debtor has agreed to pay KCC for its services, expenses and
supplies at the rates or prices set by KCC in accordance with the
KCC Fee Structure.  The KCC Fee Structure, however, was not
included in the application to employ KCC as claims agent.

The Debtor has also agreed to pay the reasonable out of pocket
expenses incurred by KCC.

Evan Gershbein, senior vice president of Corporate Restructuring
Services at KCC, attests that KCC is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Attn: Drake D. Foster
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                        About BPZ Resources

BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ
Resources, Inc., under ticker symbol BPZ on the New York Stock
Exchange and the Bolsa de Valores in Lima, is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru.  BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes, Peru
and Quito, Ecuador.

BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015.  The case is
pending before the Honorable David R. Jones.

The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.

The Debtor disclosed total assets of $364 million and debt of
$275 million.

A copy of the affidavit explaining the circumstances leading to the
bankruptcy filing is available for free at:

     http://bankrupt.com/misc/BPZ_1st_Day_Affidavit.pdf


BPZ RESOURCES: Wants Until April 22 to File Schedules & Statements
------------------------------------------------------------------
BPZ Resources, Inc., is asking the U.S. Bankruptcy Court for the
Southern District of Texas to extend by an additional 30 days,
through and including April 22, 2015, its deadline to file (i) a
schedule of assets and liabilities; (ii) a statement of financial
affairs; (iii) a schedule of current income and expenditures; and
(iv) a statement of executory contracts and unexpired leases.

Walter J. Cicack, Esq., at Hawash Meade Gaston Neese & Cicack LLP,
explains that due to the size and complexity of the Debtor's
business operations (including the operations of the Debtor's
non-debtor subsidiaries), and the substantial burden already
imposed on their management by the commencement of the Chapter 11
case, the Debtor has not yet finished the process of preparing and
filing the Schedules and Statements.  In view of the numerous
critical operational and restructuring matters that the Debtor must
address in the initial phases of this case, the Debtor anticipates
that it will be unable to complete the Schedules and Statements
within 14 days after the Petition Date.

                        About BPZ Resources

BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ
Resources, Inc., under ticker symbol BPZ on the New York Stock
Exchange and the Bolsa de Valores in Lima, is an independent oil
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru.  BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes, Peru
and Quito, Ecuador.

BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015.  The case is
pending before the Honorable David R. Jones.

The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.

The Debtor disclosed total assets of $364 million and debt of
$275 million.


BRUSH CREEK: Objections to Plan Due March 16
--------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado set March
16, 2015, as deadline for parties to file their objections to the
amended disclosure statement explaining Brush Creek Airport LLC's
amended Chapter 11 plan.

According to court documents, the Debtor was expected to file its
disclosure statement and plan on March 10, 2015.  Due to illness
and the unavailability of certain key documents, counsel for the
Debtor said it will not be able to file disclosure statement and
plan until that day.

                    About Brush Creek Airport

Brush Creek Airport, LLC, is the real estate developer of the
Buckhorn Ranch Subdivision in unincorporated Gunnison County, near
Crested Butte, Colorado. The Buckhorn Ranch Subdivision consists of
249 lots and features a private airstrip and fishing and
recreational licenses for a portion of the Upper East River.  It
owns 97 improved lots in the Buckhorn Ranch Subdivision that are
available for construction, but upon which no homes have been
built.  It also owns the Upper East River Water Company, LLC which
provides water taps for lots and water services for homes in the
subdivision.

Brush Creek Airport, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014. The
Debtor estimated assets of $10 million to $50 million and debt of
$1 million to $10 million.

The Debtor has employed Sender Wasserman Wadsworth, P.C. as counsel
and 5280 Accounting Services, LLC as accountants and bookkeepers.


CAESAR'S ENTERTAINMENT: BOKF Says DLA Piper's Disclosure Lacking
----------------------------------------------------------------
BOKF, N.A., successor trustee for the 12.75% Second-Priority Senior
Secured Notes Due 2018 filed a limited objection and reservation of
rights to Caesars Entertainment Operating Company, Inc., et al.'s
application to employ DLA Piper LLC (US) as special conflicts, nunc
pro tunc to the Petition Date.

BOKF said that based on the conflicts counsel application, there
were inadequate disclosures relating to (a) DLA Piper's pre- and
post-petition representation of (i) holders of 12.75% Second Lien
Notes or other Notes and (ii) various individuals and entities
connected to The Horseshoe Baltimore Casino; and (b) which matters
may require DLA Piper as conflicts counsel due to the conflicts of
Kirkland and Ellis LLP.

According to BOKF, the application does not disclose who the
individuals or entities are, the capacity in which DLA Piper
represented or currently represents them, or when that
representation occurred.

                           Application

The Debtors filed an application to employ Kirkland & Ellis LLP as
their lead restructuring counsel.  DLA Piper will represent the
Debtors in all matters in which K&E is actually or potentially
conflicted and in other matters the Debtors or K&E request be
handled by DLA Piper.

To the best of the Debtors' knowledge DLA Piper is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Chris L. Dickerson, partner of the law firm of DLA Piper LLP (US),
told the Court that the professionals and paraprofessionals
expected to be active in the cases and their hourly rates include:

         Chris L. Dickerson, partner                $965
         David E. Avraham, associate                $525

                    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.



CAESAR'S ENTERTAINMENT: UCC, Noteholders Respond to K&E Application
-------------------------------------------------------------------
The Statutory Unsecured Claimholders' Committee in the Chapter 11
cases of Caesars Entertainment Operating Company, Inc., et al.,
says it does not object to the Debtors' employment of Kirkland &
Ellis LLP and Kirkland & Ellis International LLP.

However, according to the Claimholders' Committee, to the extent
any disputes arise among the Debtors' estates at any time during
the chapter 11 cases, however, the UCC may request an order
granting it derivative standing so that one side of the dispute can
be handled by the UCC.  In other instances it may be possible for
one Debtor to use conflicts counsel, although in instances of
interdebtor disputes the same control persons would still be giving
directions to each side of the dispute so that conflicts counsel
does not serve its intended purpose in interdebtor disputes.

A joinder to the Claimholders' Committee's response was filed by
Wilmington Trust, National Association, as Successor Indenture
Trustee for the 10.75% Senior Unsecured Notes issued by Caesars
Entertainment Operating Company, Inc., and guaranteed by certain
wholly-owned domestic subsidiaries of CEOC, under that certain
indenture dated Feb. 1, 2008.

The Official Committee of Second Priority Noteholders filed an
objection to the Application, stating that K&E does not meet the
standard for disinterestedness applicable to Debtors' counsel under
Section 327(a) of the Bankruptcy Code.

                         The Application

The Debtors filed an application to employ Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as counsel, nunc pro tunc to the
Petition Date.

The Debtors stated that K&E's hourly rates range as:

         Billing Category                        U.S. Range
         ----------------                        ----------
         Partners                              $895 - $1,355
         Of Counsel                               $1,040
         Associates                            $480 -   $845
         Paraprofessionals                     $170 -   $380

The Debtors paid to K&E $500,000 on July 30, 2014, which
constituted a "classic retainer."  Subsequently, the Debtors paid
to K&E additional amounts totaling approximately $15.75 million. As
of the Petition Date, the Debtors do not owe K&E any amounts for
legal services rendered before the Petition Date, although certain
expenses and fees may have been incurred by K&E, but not yet
applied to K&E's classic retainer.

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

                    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: Millstein Replaces Perella as Fin'l Adviser
------------------------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
Caesars Entertainment Operating Co. has tapped Millstein & Co.,
replacing Perella Weinberg Partners, as financial adviser, in the
wake of a personnel shakeup at Perella.

Michael J. De la Merced, writing for The New York Times' DealBook,
reported in February that Perella has fired the head of its
restructuring advisory practice for attempting to poach colleagues
for a new firm that he was setting up, a person briefed on the
matter said.  According to the DealBook, citing an internal
memorandum sent around the firm, Michael Kramer and three other
restructuring colleagues were fired for "violating their
partnership and employment agreements," the DealBook said.

According to the Journal, Perella helped craft the unit's
debt-restructuring strategy ahead of the bankruptcy filing.  The
Caesars unit cut ties with Perella after bankers who were working
on the restructuring left the firm, the Journal said.

                      About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
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


CBRE SERVICES: Moody's Rates Senior Subordinated Shelf at (P)Ba1
----------------------------------------------------------------
Moody's Investors Service raised the senior secured bank credit
facility and senior unsecured ratings of CBRE Services, Inc. to
Baa3 from Ba1.  In addition, Moody's assigned a (P)Baa3 rating to
the company's senior unsecured shelf, a (P)Ba1 rating to the senior
subordinate shelf and a (P)Ba1 to the subordinate shelf.  The
rating outlook was revised to stable from positive.

This rating action reflects CBRE's adoption of a more conservative
capital structure and sound financial policy over the past three
years, which has resulted in Debt/EBITDA declining to 2.5x at YE14
from 4.5x at YE11.  Since 2011 the company has reduced its absolute
debt levels by close to $1 billion and increased its contractual,
recurring revenue sources to 46% at YE14 from 39% at YE11.
Furthermore, CBRE's other key credit metrics including
EBITA/Interest and RCF/Net Debt have improved substantially and are
now more commensurate with an investment grade rating.

The commercial real estate services space remains highly fragmented
with only a handful of large public players.  Moody's expect
continued consolidation and growing competition, particularly as
large global clients seek outsourcing solutions.  The stable
outlook reflects Moody's expectation that CBRE will continue to
enhance and expand its contractual revenue streams, particularly
through global corporate outsourcing, while continuing its strategy
of lowering leverage and maintaining a prudent approach to its
capital structure.

Moody's indicated that further upward rating movement would be
predicated on Debt/EBITDA being sustained closer to 2.0X and
EBITA/Interest being sustained above 8.0X through market cycles.
In addition, an upgrade would be considered should RCF/Net Debt be
maintained between 30-35%, also through market cycles.  A reduction
in the concentration of fee revenue from any one region to below
45% would also be viewed favorably.  A negative rating action would
result from a reversal of the company's deleveraging strategy,
resulting in Debt/EBITDA above 3.0X and EBITA/Interest below 7.0X,
both on a sustained basis.  RCF/Net Debt falling below 25% on a
sustained basis would also lead to negative ratings pressure.
Finally, downward ratings pressure could result should the company
engage in a large leveraged acquisition.

The following ratings were upgraded with a stable outlook:

  -- CBRE Services, Inc. - senior secured bank credit facility
     to Baa3 from Ba1 and senior unsecured debt to Baa3 from Ba1.

The following ratings were assigned with a stable outlook:

  -- CBRE Services, Inc. - senior unsecured shelf at (P)Baa3,
     senior subordinate shelf at (P)Ba1 and subordinate shelf at
     a (P)Ba1.

Moody's last rating action with respect to CBRE Services, Inc. was
on June 12, 2014 when Moody's affirmed the Ba1 senior secured bank
credit facility rating, Ba1 senior unsecured rating, (P)Ba1 senior
unsecured shelf rating, (P)Ba2 senior subordinate shelf rating and
the (P)Ba2 subordinate shelf rating and revised the outlook to
positive from stable.

CBRE Services, Inc. is the largest global commercial real estate
services and investment firm based on 2014 revenues.  Services
provided include commercial property and facilities management,
occupier and property/agency leasing, property sales, investment
management, valuation, commercial mortgage origination and
servicing, capital markets (equity and debt) solutions, development
and proprietary research.  CBG is headquartered in Los Angeles,
California, USA, and has approximately 52,000 employees in
approximately 370 offices worldwide.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.


CENTRAL OKLAHOMA UNITED: Plan Filing Deadline Moved to Mid-April
----------------------------------------------------------------
Central Oklahoma United Methodist Retirement Facility Inc., dba
Epworth Villa, won a Bankruptcy Court order further extending its
exclusives period to:

  (a) file a Chapter 11 plan through April 15, 2015; and

  (b) solicit acceptances of that plan through June 15, 2015.

No objections were lodged on the Exclusivity Extension Motion.

The Debtor requested the extension to provide additional time to
negotiate with parties-in-interest concerning the terms of its
plan, before formally soliciting acceptances of the plan, in an
effort to reach a consensual and efficient resolution of the case.
Furthermore, the Debtor sought the extension to proceed with the
preparation and filing of a disclosure statement, seeking approval
from the court on it, and then soliciting acceptances of the
plan.

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014.  The
case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.

The Debtor reported $118 million in total assets, and $108 million
in total liabilities.




CHINA GERUI: Receives Nasdaq Listing Non-Compliance Notice
----------------------------------------------------------
China Gerui Advanced Materials Group Limited, a high- precision,
cold-rolled steel producer in China, on March 10 disclosed that on
March 4, 2015, it received a written notice from the Listing
Qualifications department of The Nasdaq Stock Market indicating
that the Company is not in compliance with the minimum bid price
requirement of $1.00 per share set forth in Nasdaq Listing Rule
5450(a)(1) for continued listing on The Nasdaq Global Select
Market.

The Nasdaq Listing Rules require listed securities to maintain a
minimum bid price of $1.00 per share and, based upon the closing
bid price for the 30 consecutive business days ended March 3, 2015,
the Company did not meet this requirement.  China Gerui has been
provided a 180 day period, or until August 31, 2015, to regain
compliance.  During this period, the closing bid price of China
Gerui's ordinary share must be at least $1.00 for a minimum of ten
consecutive business days to regain compliance.

In addition, following the initial 180 day period, China Gerui may
be eligible for an additional 180 day period to regain compliance,
subject to China Gerui, at that time, transferring its securities
to The Nasdaq Capital Market and satisfying certain other
requirements.

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

        About China Gerui Advanced Materials Group Limited

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


CLEMENT SUPPORT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clement Support Services, Inc.
        480 Vandell Way
        Campbell, CA 95008

Case No.: 15-50794

Chapter 11 Petition Date: March 10, 2015

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Elaine Hammond

Debtor's Counsel: Michael W. Malter, Esq.
                  BINDER & MALTER, LLP
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  Email: michael@bindermalter.com

                    - and -

                  Roya Shakoori, Esq.
                  BINDER & MALTER, LLP
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: 408-295-1700
                  Email: roya@bindermalter.com

Total Assets: $3.18 million

Total Debts: $7 million

The petition was signed by John White, CFO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-50794.pdf


CLIFFS NATURAL: Capital World Reports 3.6% Stake as of Feb. 27
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Capital World Investors disclosed that as of Feb. 27,
2015, it beneficially owned 5,665,643 common shares of Cliffs
Natural Resources which represents 3.6 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/0KU70o

                   About Cliffs Natural Resources

Cliffs Natural Resources Inc. is a mining and natural resources
company.  The Company is a major supplier of iron ore pellets to
the U.S. steel industry from its mines and pellet plants located
in Michigan and Minnesota.  Cliffs also produces low-volatile
metallurgical coal in the U.S. from its mines located in West
Virginia and Alabama.  Additionally, Cliffs operates an iron ore
mining complex in Western Australia and owns two non-operating
iron ore mines in Eastern Canada. Driven by the core values of
social, environmental and capital stewardship, Cliffs' employees
endeavor to provide all stakeholders operating and financial
transparency.

Other information on the Company are available at
http://www.cliffsnaturalresources.com/   

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

As of Dec. 31, 2014, the Company had $3.19 billion in total assets,
$4.89 billion in total liabilities and a $1.69 billion total
deficit.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $8.27 billion on $4.62 billion of revenues from product sales
and services, compared with net income of $362 million on $5.69
billion of revenues from product sales and services during the
prior year.

                          *    *     *

As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'.  The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions.  The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.

The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to B1 and B1-PD respectively.
"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.


COMMUNITY HOME: Indictment Charges President of Stealing Over $9M
-----------------------------------------------------------------
Jeff Amy at The Associated Press reports that an indictment was
issued on Feb. 18, 2015, charging William Dickson and his son,
Colby Dickson, with stealing more than $9 million from their
bankrupt mortgage business, Community Home Financial Services.

According to The AP, the Dicksons are charged with conspiracy,
fraud, money laundering, concealing assets and other charges.  They
are scheduled to make initial court appearances March 26, 2015, The
AP says.

After the Company filed for Chapter 11 bankruptcy, Butch Dickson
wired almost $9.1 million from company accounts to a bank in
Panama, and also sent mortgage checks the Company had collected to
Central America, The AP states, citing federal prosecutors.  The
prosecutors say that, in addition to prison terms and fines, they
want the men to forfeit assets and property gained in their scheme,
the report says.

The AP relates that Butch Dickson, who is being held without bond
by a U.S. magistrate judge in Miami, is charged with 25 felony
counts, up from 17 in his previous indictment on similar charges in
2014.  He pleaded not guilty on both cases, according to the
report.  

Colby Dickson is charged with 13 felony counts for allegedly
helping direct mortgage payments to Florida and Nevada mailing
addresses and send them to bank accounts beyond the reach of the
bankruptcy court, The AP reports.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
The petition was signed by William D. Dickson, president.

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

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

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

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

                         *     *     *

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


COVIS PHARMA: Moody's Ratings on Review with Direction Uncertain
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Covis Pharma
Holdings S.a.r.l. under review with direction uncertain, including
the B3 Corporate Family Rating, B3-PD Probability of Default
Rating, and the B3 ratings on the credit facilities and term loan.
This rating action follows the announcement that Concordia
Healthcare Corp. (unrated) has entered into a definitive agreement
to acquire certain assets of Covis for approximately $1.2 billion
in cash.  Moody's understands that Covis's debt will be repaid as
part of the closing.

On Review with Direction Uncertain:

  -- Corporate Family Rating, Placed on Review with Direction
     Uncertain, currently B3

  -- Probability of Default Rating, Placed on Review with
     Direction Uncertain, currently B3-PD

  -- Senior Secured Bank Credit Facility due 2018, Placed on
     Review with Direction Uncertain, currently B3(LGD4)

  -- Senior Secured Bank Credit Facility due 2019, Placed on
     Review with Direction Uncertain, currently B3(LGD4)

Outlook Actions:

  -- Changed To Rating Under Review From Positive

Moody's review will focus on the Covis's business profile after the
closing including its development opportunities and growth
strategy, as well as the financial profile including leverage and
liquidity.

The B3 rating (under review) of Covis Pharma Holdings S.à r.l.
reflects its extremely small scale in the U.S. pharmaceutical
market, with $128 million of revenue in the LTM ended Sep. 30,
2014.  The rating also reflects expectations of high concentration
in its top 3 products at over 65% in 2013 and likely to be above
60% in 2014. Revenues are geographically concentrated within the US
market, in which Covis owns exclusive distribution rights to its
products.  Many products in Covis' portfolio are not promoted and
generally face declining volume trends.  Covis will pursue price
optimization on certain products, but these actions will be
partially offset by additional volume pressure.  Covis also does
limited product development.  That said, Covis faces substantial
upside opportunity in Lanoxin, a cardiovascular product.

Covis Pharma Holdings S.à r.l. is a privately-held specialty
pharmaceutical company offering products sold in the US
pharmaceutical market.  Covis reported net sales of approximately
$128 million in LTM ended Sep. 30 2014.  Covis is majority-owned by
Cerberus Capital Management.

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


COYOTE LOGISTICS: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Coyote Logistics, LLC.
Concurrently, Moody's assigned a B2 instrument rating to the
company's $360 million senior secured Term Loan B.  Together with
the company's new $100 million asset-backed revolving credit
facility (ABL), the term loan will be issued by Coyote.  Net
proceeds of the term loan will be used to refinance existing
revolver borrowings, add cash to the balance sheet, and fund a
distribution to the company's financial sponsor, Warburg Pincus,
LLC, as well as to company management.  The rating outlook is
stable.

Issuer: Coyote Logistics, LLC

  -- Probability of Default Rating, Assigned B2-PD

  -- Corporate Family Rating, Assigned B2

  -- Senior Secured Bank Credit Facility ($360 million Term
     Loan), Assigned B2 (LGD3)

  -- Outlook is stable

The B2 CFR reflects Coyote's modest scale in terms of net revenue
as well as its limited operating history at its current size.  As
well, the rating considers a treasury policy that is consistent
with private equity ownership which contemplates additional
leverage in order to fund distributions.  The B2 rating also
considers the company's strong position within the trucking and
logistics service provider industry (Coyote is one of the top three
truck brokers in the US), its blue-chip customer base, and end
market diversification across a number of sectors characterized by
stable demand.  The CFR incorporates Moody's expectation that the
company's limited capital requirements coupled with improving
operating cash flow generation will support forward deleveraging
such that Moody's-adjusted leverage approaches 5.0x by the end of
2015.

Coyote's liquidity profile is adequate in Moody's view.  Cash and
revolver availability are expected to be sufficient to fund the
company's limited capital investments, although cash balances are
modest for the size of the enterprise.  The CFR incorporates the
expectation that the ABL borrowings remain below the springing
fixed charge covenant threshold for the next 12-18 months.  The
term loan credit agreement is expected to contain no financial
covenants.  Finally, the company maintains no material unencumbered
assets which could be monetized as a source of alternative
liquidity.

The B2 rating of the term loan is equivalent to the CFR, reflecting
the term loan's large size within Coyote's liability structure.
The ABL and term loan are cross-collateralized.  The ABL is secured
by a first lien claim on accounts receivable and a second lien
claim on all other assets, while the term loan is secured by a
second lien claim on accounts receivable and a first lien claim on
all other assets.  As accounts receivable represent the
preponderance of Coyote's tangible asset base, the term loan is
effectively subordinate to the ABL facility.

The stable rating outlook reflects Moody's expectation of steady
margins and modest, stable free cash flow generation over the
rating horizon.  The stable outlook also assumes that debt
repayment and earnings expansion will improve leverage to around
5.0x by the end of 2015.

Upward rating pressure is not anticipated over the rating horizon
given the company's high pro forma financial leverage coupled with
a treasury policy which favors equity investors.  However, the
ratings could be upgraded if Moody's-adjusted leverage were to
improve to 4.5x or below and FFO / Debt were to exceed 12.5%, both
on a sustained basis.  As well, any upgrade would also incorporate
the expectation of the absence of forward dividend
recapitalizations of material size.

The ratings could be downgraded if earnings expansion and debt
repayment do not materialize as expected such that 2015 year-end
leverage is or is expected to be above 6.0x, or if FFO / Debt were
to fall below 5%.

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 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.

Headquartered in Chicago, Illinois, Coyote Logistics, LLC is a
leading provider of trucking and logistics services within the
third-party logistics industry.  Moody's anticipates that Coyote
will generate adjusted net sales in excess of $265 million in 2015.


COYOTE LOGISTICS: S&P Assigns 'B-' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Chicago-based Coyote Logistics LLC.  The outlook
is stable.

At the same time, S&P assigned its 'B-' issue rating and '4'
recovery rating to the company's proposed $360 million term loan B
due in 2020.  The '4' recovery rating indicates S&P's expectation
for average (30%-50%) recovery in the event of a payment default,
at the low end of the range.

"The rating on Coyote reflects our expectation for high leverage
following the proposed debt financed dividend to Warburg," said
Standard & Poor's credit analyst Tatiana Kleiman.  "We expect
Coyote to benefit from increased outsourcing trends and revenue
growth to exceed U.S. GDP growth over the next two years."

The ratings on Coyote reflect the company's limited scale and scope
in the very fragmented and competitive logistics industry, its
position as a leading provider of truck brokerage services, good
operating efficiency, good end-market diversity, and narrow scope
of operations.  The ratings also reflect the company's high debt
leverage (due partially to the company's preferred equity, which
S&P includes as a debt equivalent), and steady cash flow. Also, the
ratings reflect the private equity ownership and pending dividend.


Coyote plans to distribute a debt-financed dividend to its sponsor,
Warburg Pincus, in the amount of approximately $210 million and
repay existing revolver borrowings. Coyote will finance this
transaction with proceeds from a $360 million term loan and a new
$100 million asset-backed lending facility (unrated).

The outlook is stable.  Standard & Poor's believes Coyote will
continue to demonstrate solid revenue and earnings growth over the
next 12 to 18 months as it continues to expand the business.  S&P
also expects credit metrics will improve modestly over the next 12
months, but do not expect the improvement to be sufficient to
warrant an upgrade.



CSS FABRICATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CSS Fabrication, Inc.
        480 Vandell Way
        Campbell, CA 95008

Case No.: 15-50795

Chapter 11 Petition Date: March 10, 2015

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Stephen L. Johnson

Debtor's Counsel: Jon G. Brooks, Esq.
                  LAW OFFICES OF JON G. BROOKS
                  1900 The Alameda #520
                  San Jose, CA 95126
                  Tel: (408) 286-2766
                  Email: jon@brooksattorney.com

Total Assets: $1.08 million

Total Liabilities: $4.75 million

The petition was signed by Michelle Clement, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb15-50795.pdf


DALLAS ROADSTER: Court Narrows Claims in TCB Dispute
----------------------------------------------------
Texas Capital Bank and debtors Dallas Roadster, Ltd., IEDA
Enterprise, Inc., may only pursue their breach of contract claim
against the other, Magistrate Judge Don D. Bush in Sherman, Texas,
recommended in March 6 report, a copy of which is available at
http://is.gd/I6gHzCfrom Leagle.com.  Judge Bush said the parties'
other claims should be dismissed.

TCB sued Dallas Roadster and IEDA following the debtors' default on
their $4,000,000 line of credit and real estate note in the sum of
$2,067,945.

The case is, TEXAS CAPITAL BANK, N.A. Plaintiff, v. DALLAS
ROADSTER, LTD., ET AL. Defendants, Case No. 4:13cv625 (E.D. Tex.).

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DCP MIDSTREAM: S&P Affirms Then Withdraws 'B' Issuer Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services, on March 10, 2015, said it
affirmed its 'B' short-term issuer credit rating on DCP Midstream
Partners L.P. and the 'B' commercial paper rating on DCP Midstream
Operating L.P.  S&P also affirmed the 'B' short-term credit and
commercial paper ratings on DCP Midstream LLC.  S&P subsequently
withdrew the ratings at the company's request.  The long-term
corporate credit rating on DCP Midstream Partners and DCP Midstream
LLC is 'BB' with a negative outlook.

The affirmation and subsequent withdrawal follows the company's
request to withdraw the commercial paper rating.



DOLPHIN DIGITAL: Management Agreement with Related Party Ends
-------------------------------------------------------------
Dolphin Digital Media, Inc., previously entered into an agreement
with an entity directly owned by its chief executive officer, a
related party, in which the Company agreed to provide management
team and back office services until Dec. 31, 2014.  The agreement
was for an annual fee of $2 million.  The agreement ended on Dec.
31, 2014, and was not renewed for 2015 as the specific projects for
which the Company's services were engaged were completed, according
to a Form 8-K filed with the Securities and Exchange Commission.

                      About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

Dolphin Digital incurred a net loss of $2.46 million in 2013
following a net loss of $3.38 million in 2012.

As of Sept. 30, 2014, the Company had $1.32 million in total
assets, $9.71 million in total liabilities, all current, and a
$8.38 million total stockholders' deficit.

Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred net losses, negative cash flows from
operations and does not have sufficient working capital.  These
events raise substantial doubt about the Company's ability to
continue as a going concern.


DORAL FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Doral Financial Corporation
           dba Doral Financial Puerto Rico Corporation
        200 Park Avenue, Suite 1700
        New York, NY 10166

Case No.: 15-10573

Type of Business: DFC is a holding company whose primary operating

                  asset, prior to Doral Bank being placed into
                  receivership, was equity in Doral Bank.

Chapter 11 Petition Date: March 11, 2015

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Mark I Bane, Esq.
                  Meredith S. Tinkham, Esq.
                  ROPES & GRAY LLP
                  1211 Avenue of the Americas
                  New York, NY 10036-8704
                  Tel: (212) 596-9000
                  Fax: (212) 596-9090
                  Email: mark.bane@ropesgray.com
                         meredith.tinkham@ropesgray.com

                     - and -

                  James A. Wright III, Esq.
                  Prudential Tower
                  800 Boylston Street
                  Boston, MA 02199-3600
                  Tel: (617) 951-7000
                  Fax: (617) 951-7050
                  Email: james.wright@ropesgray.com

Debtor's          ZOLFO COOPER MANAGEMENT, LLC
Management        Carol Flaton
Services          Chief Restructuring Officer
Provider:

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Glen Wakeman, chief executive officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
US Bank National Association        2016 7.65%       $100,000,000
as Trustee                         Senior Notes
One Federal Street, 3rd Floor
Boston, MA 02110

Maslon Edelman Borman & Brand,
LLP
Attn: Clark T. Whitmore Esq.
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4140
Tel: (612) 672-8335

US Bank National Association        2017 7.10%        $40,000,000
as Trustee                         Senior Notes
One Federal Street, 3rd Floor
Boston, MA 02110

Maslon Edelman Borman & Brand,
LLP
Attn: Clark T. Whitmore, Esq.            
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4140
Tel: (612) 672-8335

CitiBank, N.A. as Trustee           Loan Guaranty     $30,835,000
Attn: Rodolfo Zamora
One Citibank Drive 2 South
Rio Piedras, PR 00926
Tel: (787) 771-2800

US Bank National Association         2022 7.15%       $30,000,000
as Trustee                          Senior Notes
One Federal Street, 3rd Floor
Boston, MA 02110

Maslon Edelman Borman & Brand, LLP
Attn: Clark T. Whitmore Esq.            
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4140
Tel: (612) 672-8335

Banco Popular de Puerto             Loan Guaranty      $6,500,000
Rico, as Trustee
209 Munoz Rivera Ave, 4th Fl
San Juan, PR 00918
Tel: (787) 865-9800

Fifth Avenue Building                Lease Claim       $4,292,926
Company, LLC
750 Lexington, Ave
New York, NY 10022

PricewaterhouseCoopers LLP       Service Provider      $1,656,000
254 Munoz Rivera Ave.
BBVA Tower, Suite 900
Hato Rey, PR 00918

Union Bancaire Provee              Lease Claim         $1,281,286
Asset Management, LLC
767 Fifth Ave, 19th Flr
New York, NY 10153

345 PAS Owner, LLC               Lease Guarantor         $848,344
345 Park Avenue South
New York, NY 10010

875 Third Avenue LLC             Lease Guarantor         $565,704
c/o Eastgate Realty
410 Park Ave
New York, NY 10022

Houlihan Lokey Capital Inc.         Services             $750,000
c/o Eugene (Gene) Weil
245 Park Ave, 20th Floor
New York, NY 10167

Fiddler Gonzalez &                  Services             $122,313
Rodriguez, PSC
254 Munoz Rivera Ave
6th Floor
Hato Rey, PR 00918

O'Neill & Borges, LLC               Services              $10,368
Attn: Aurelio Emanuelli-Freese
250 Munoz Rivera Ave, Ste 800
San Juan, PR 00918

Computershare, Inc.                 Services               $7,776
Dept CH 16934
Palatine, IL 60055-6934

Simpson Thacher & Bartlett LLP      Services               $3,426

Act 1 Personal Services             Services               $3,285

American Express Travel           Credit Card             Unknown
Related Services Company

Doral Bank                        Intercompany            Unknown

Bank United                       Tenant Claim            Unknown

HCL America, Inc.                 Tenant Claim            Unknown


EDISON MISSION: Reorganization Trust Approves Cash Distribution
---------------------------------------------------------------
EME Reorganization Trust on March 10 disclosed that its board of
managing trustees has approved a net cash distribution of $0.02674
per beneficial interest.  The distribution will be paid on
March 31, 2015 to all record holders of beneficial interests as of
the close of business on March 20, 2015.  Immediately prior to the
distribution, there will be 3,853,697,304 issued and outstanding
beneficial interests of the Trust.    

Record Date: March 20, 2015
Payment Date: March 31, 2015
Net Distribution Amount: $0.02674 per beneficial interest

The distribution is being made out of funds released from the
disputed claims reserve as a result of (i) a settlement resolving a
rejection damages claim asserted by Commonwealth Edison Company and
(ii) a settlement with the Pennsylvania Department of Revenue
resolving certain disputes regarding the gross receipts tax
liability of Edison Mission Marketing & Trading, Inc. (formerly a
non-debtor subsidiary of Edison Mission Energy) for the 2005 –
2010 tax years, which has made it possible for the EME
Reorganization Trust to release approximately $114.9 million of the
approximately $115.3 million that was reserved on account of such
disputed liability.         

The gross amount of the distribution will be approximately $121.2
million.  After taking into account certain fees payable to
Bluescape Advisors LLC, which were previously approved by the
Bankruptcy Court, the net distribution to holders of beneficial
interests will be approximately $103 million.   

EME Reorganization Trust was formed in connection with the
confirmation and consummation of the Third Amended Joint Chapter 11
Plan of Reorganization (with Technical Modifications) for Edison
Mission Energy and certain of its subsidiaries (the Plan).  The
Plan became effective on April 1, 2014.  The primary purpose of the
EME Reorganization Trust is to resolve claims, liquidate remaining
assets and make distributions as appropriate to holders of its
beneficial interests.

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating and
selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion
in total assets, $6.68 billion in total liabilities and $1.48
billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094 as
of the Petition Date.

The Debtors, other than Camino Energy Company, are also represented
by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth
A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York.
Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation Services
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME's Joint Plan of Reorganization was confirmed on March 11, 2014.
The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG
Energy Holdings, Inc. of substantially all of EME's assets for
approximately $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement, and assumption of so-called
PoJo Leases, as modified; (b) a settlement with Edison
International -- EIX -- and certain EME noteholders pursuant to
which EME will emerge from bankruptcy free of  liabilities but will
remain an indirect wholly-owned subsidiary of EIX; and (c) the
transfer of substantially all remaining assets and liabilities of
EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust.  Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries.  The Plan was declared effective on
April 1, 2014.


ENERGY FUTURE: Wins Approval to Pay Off Up to $750MM Debt
---------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. won court permission to pay down as
much as $750 million of a $2.15 billion bond issue, a move that
will save $66 million in interest this year.

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 the Journal, Energy Future's request for an early
partial payoff was approved after a brief discussion at a March 10
hearing in the U.S. Bankruptcy Court in Wilmington, Del.

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.

BData said 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."

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.


EPR PROPERTIES: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' credit rating to the $300
million 4.50% senior unsecured notes due 2025 issued by EPR
Properties (NYSE: EPR).  The notes were priced at 99.638% of par,
or at 4.545%, a 235 basis point (bps) spread to the benchmark
treasury.  EPR expects to use the net proceeds from the offering to
repay the outstanding balance of its unsecured revolving credit
facility and the remaining amount for general business purposes,
which may include funding its ongoing pipeline of acquisition and
build-to-suit projects.

Fitch currently rates EPR as:

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Unsecured revolving line of credit 'BBB-';
   -- Senior unsecured term loan facility 'BBB-';
   -- Senior unsecured notes 'BBB-';
   -- Preferred stock 'BB'.

KEY RATING DRIVERS

The 'BBB-' IDR is driven by the consistent cash flows generated by
the company's triple-net leased megaplex movie theatres and other
investments across the entertainment, education and recreation
segments, resulting in strong credit metrics.  EPR benefits from
generally strong levels of rent coverage across its portfolio and
structural protections including cross-collateralization among
properties operated by certain tenants.

While cinema attendee demand has remained consistent over a long
time period, some other investment types lack as long a track
record.  Credit concerns include significant, though abating,
tenant concentration in the charter school segment and concerns
about the company's investment in niche asset classes that are less
proven and may be less liquid or financeable during periods of
potential financial stress.

Low Leverage for 'BBB-'

Leverage was strong at 5x for year-end 2014, identical to year-end
2013 and 2012.  Fitch projects leverage will increase and sustain
at 5.3x through 2016, driven by an expansion in build-to-suit
investments, which require large capital outlays in advance of the
assets producing cash flow.  This ratio is appropriate for the
'BBB-' rating given EPR's niche property focus.  Leverage is
defined as debt, less readily available cash, divided by recurring
operating EBITDA.

Strong Fixed-Charge Coverage

EPR's fixed-charge coverage (FCC) is solid for a 'BBB-' IDR.  FCC
was 2.7x for year-end 2014, up slightly from 2.6x in 2013 and 2.5x
in 2012. Fitch projects that EPR's FCC ratio will continue to
improve and surpass 3x by 2016, which would be strong for the
'BBB-' rating.  The expected improvement is driven by an increasing
level of high-yielding acquisitions, partially offset by increased
interest expense from unsecured bond issuances.  Fitch expects that
new investments will generally target equal weightings across the
entertainment, education and recreation segments.  Fitch defines
FCC as recurring operating EBITDA less recurring capital
expenditures and straight-line rent adjustments, divided by cash
interest incurred and preferred stock dividends.

Manageable Lease Expiration Profile

EPR has only three megaplex theatre leases expiring in 2015,
accounting for 3% of total revenue, and theatre lease expirations
through 2017 represent only 8% of total revenues.  Megaplex
theatres currently represent 55% of total revenues at year-end
2014.  Within the company's charter school segment, which
represents 13% of total revenue, there are no significant lease
expirations until 2031.  Historically, most tenants have chosen to
exercise their renewal options, which has mitigated re-leasing risk
and provided predictability to portfolio-level cash flows. Over the
past several years some theatre tenants have given back space, but
more recently this trend has subsided as tenants have reconfigured
space to downsize seat counts and include more amenities such as
dining options and more spacious seating. Releasing spreads can
vary greatly depending on the operating performance of the asset.

Below-Average Liquidity

Fitch calculates that EPR's liquidity coverage ratio is 1.2x for
the period Jan. 1, 2015 to Dec. 31, 2016.  While EPR benefited by
expanding its revolving credit facility (RCF) earlier in 2014,
liquidity coverage is weighed down by $246 million of expected
build-to-suit development expenditures over the forecast period.
Additionally, mortgage debt maturing over the next two years is
decreasing liquidity, assuming that this debt will not be
refinanced.  Liquidity coverage would improve to 1.8x assuming
secured debt is refinanced at 80%, although this scenario is
unlikely as EPR has stated its intention to have a fully
unencumbered portfolio.  Fitch defines liquidity coverage as
sources of liquidity (unrestricted cash, availability under the
unsecured RCF, expected retained cash flows from operating
activities after dividend payments) divided by uses of liquidity
(debt maturities, development expenditures and recurring capital
expenditures).

EPR paid out 86% of its AFFO in the form of dividends in 2014, down
from previous years.  Fitch expects the company's payout ratio will
be in the 80% to low-90% range and internally generated liquidity
will be used in part to fund new investments.

Appropriate Unencumbered Asset Coverage of Unsecured Debt

EPR has adequate contingent liquidity from its unencumbered asset
pool.  Unencumbered asset coverage of net unsecured debt is 2.1x
when applying a stressed 12% capitalization rate to unencumbered
net operating income (NOI).  This ratio is appropriate for a 'BBB-'
IDR.  The company continues to unencumber its megaplex theatre
assets, improving the quality of the unencumbered pool as it
transitions to an entirely unsecured funding model.

Staggered Debt Maturities

Debt maturities are manageable through 2016, with no year's
maturities representing more than 6.7% of total debt, and only
mortgage debt is maturing.  Beginning in 2017, the maturities
represent unsecured debt offerings which are larger in size coupled
with a growing mortgage pool being taken on through acquisitions.
As EPR continues to grow, Fitch expects the company will continue
to ladder its debt maturity profile appropriately, which will
reduce refinancing risk in any given year.   EPR plans on
continuing to pay off mortgage debt and further migrate to an
unsecured funding model.  However, in certain instances adding
mortgage debt may be necessary as obligations can be linked with
acquired properties.  For example, EPR assumed $90.3 million of
mortgage debt in April 2014 in order to complete an 11-theatre,
$117.7 million portfolio acquisition.

High Tenant Concentration is Receding

EPR's largest tenant, American Multi-Cinema, Inc. (AMC) (IDR of
'B+'; Stable Outlook), accounted for 21% of total revenues in the
fourth quarter of 2014 followed by Regal Cinemas, Inc. (Regal; 9%),
Cinemark USA, Inc. (8%), Imagine Schools, Inc. (6%), and Peak
Resorts, Inc. (5%).  The exposure to AMC has consistently decreased
since the company's inception principally via acquisitions.  The
company's top 10 tenants accounted for 68% of total revenue in the
most recent quarter, emblematic of the limited number of national
operators across the entertainment and recreation segments.

In April 2014, the company sold four Imagine charter schools in
Florida to a Florida-centered buyer, generating net proceeds of
$46.1 million.  This sale not only reduced EPR's exposure to
Imagine, but also helped demonstrate some degree of liquidity in
the public charter school space.

While most of EPR's theatre leases and all of EPR's charter school
leases for a given operator are cross-defaulted, a tenant
bankruptcy could allow for the rejection of certain non-economic
leases.  Given that most of EPR's top tenants are either unrated or
have below-investment-grade ratings, the potential for corporate
default, bankruptcy and lease rejection could reduce EPR's rental
revenues.  Mitigating this risk is that on a portfolio- and
property-level basis, EBITDAR adequately covers rent payments for
the majority of EPR's properties, and for each of EPR's tenants.

Steady Theatre Business

North American box office revenue has grown at a compound annual
growth rate of nearly 4% over the past 25 years.  While revenue was
down in 2014, due to a historically poor summer season with a
strong rebound in fall and winter, box office revenues were
resilient throughout the global financial crisis and ensuing
recovery.  Revenue increased or stayed flat in every year from 2005
to 2013, with the exception of 2011.  Since the company's formation
in 1997, no theatre tenant has missed a lease payment, and no
tenants on a portfolio-wide basis have EBITDAR coverage of rent
below 1x.

Niche Sectors with Idiosyncratic Risks

The ratings reflect EPR's focus on investing in non-core property
types that are likely less liquid or financeable during periods of
market stress.  In addition, certain investments are exposed to
idiosyncratic risks, such as the gaming properties associated with
the Adelaar casino project (previously the site of the Concord
resort in the Catskills, New York) that EPR is developing along
with Empire Gaming.

While the company's entertainment, education and recreation
properties are typically well-located and have high-quality
amenities, alternative uses of space may be limited and may require
significant capital expenditures to attract alternate tenants.

Management intends to continue to focus on its three investment
segments, which Fitch views positively.  Management has specialized
knowledge within these non-commodity commercial real estate
segments which helps shape the company's longer term strategy.

Education Segment Evolving

EPR is highly focused on the burgeoning market for education
investments.  The company's education segment included investments
in 62 public charter schools, five early education centers and two
private schools in New York and California, as of Dec. 31, 2014.
This portfolio consists of 3.3 million square feet and is 100%
leased.  Additionally, EPR has construction in progress for three
public charter schools, eight early education centers and one
private school.

EPR has been able to work through most of the 12 school closings or
charter non-renewals with Imagine, its largest charter school
tenant.  The charters were revoked due to poor academic
performance; however, EPR resolved many of the problems though
asset swaps, subleases and sales.  Because of the structural
protections with the Imagine master lease, including an unused $9
million letter of credit and a $7.4 million escrow reserve, EPR did
not miss any rental payments from Imagine.

Preferred Stock Notching

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with Fitch's 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
Criteria Report dated Nov. 25, 2014, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and thus
have readily triggered loss absorption provisions in a going
concern.

Stable Outlook

The Stable Outlook reflects that leverage is expected to sustain
around 5.3x while FCC continues to improve.  These strong credit
metrics are offset by the unique risks to EPR's specialty property
types such as liquidity and alternative use.  The Stable Outlook
further reflects EPR's adequate liquidity coverage and minimal
refinancing risk.

KEY ASSUMPTIONS

Fitch's key assumptions for EPR in Fitch's base case include:

   -- Annual same-store NOI growth of 1.5%;

   -- $1 billion of total investments from 2015-2016;

   -- Investments consistent with historical acquisition strategy
      - well-known tenants at high single-digit yields;

   -- $400 million-$500 million of total equity issuance from
      2015-2016.

RATING SENSITIVITIES

These factors may have a positive impact on the ratings and/or
Outlook:

   -- Greater institutional acceptance of the asset classes which
      EPR owns;

   -- Fitch's expectation of leverage sustaining below 4x
      (leverage was 5x as of Dec. 31, 2014);

   -- Fitch's expectation of FCC sustaining above 3x (coverage was

      2.7x at Dec. 31, 2014).

These factors may have a negative impact on the ratings and/or
Outlook:

   -- Fitch's expectation of leverage sustaining above 5.5x;

   -- Fitch's expectation of FCC sustaining below 2.2x;

   -- Liquidity coverage sustaining below 1.25x, coupled with a
      strained unsecured debt financing environment.



EXELIXIS INC: Deerfield Note Maturity Date Extended to 2018
-----------------------------------------------------------
Exelixis, Inc., entered into a note purchase agreement dated as of
June 2, 2010, with Deerfield Private Design Fund, L.P., and
Deerfield Private Design International, L.P., under the laws of the
British Virgin Islands.  The Note Purchase Agreement was
subsequently amended on Aug. 6, 2012, Aug. 1, 2013, Jan. 22, 2014,
and July 10, 2014.  The Jan. 22, 2014, amendment provided Borrower
with an option to require Deerfield Partners, L.P. and Deerfield
International Master Fund, L.P. to acquire $100 million principal
amount of the secured convertible notes issued under the Note
Purchase Agreement and to extend the maturity date of the Notes to
July 1, 2018, and provided that, if the extension option was
exercised, the Notes bear interest on and after July 2, 2015, at a
rate of 7.5% per annum to be paid in cash, quarterly in arrears,
and 7.5% per annum to be added to the principal amount of the Notes
on each quarterly interest payment date, for a total interest rate
of 15% per annum.

On March 4, 2015, Exelixis provided Deerfield notice that it
elected to require the New Deerfield Purchasers to acquire the
Notes and extend the Maturity Date of the Notes issued under the
Note Purchase Agreement to July 1, 2018.  As a result of the
Company's exercise of the extension option, the Exercise Price (as
defined in the Warrants) of the Warrants previously issued to the
New Deerfield Purchasers will be adjusted to the lesser of (i) the
Exercise Price as set forth in Section 3(c) of the Third Amendment
to the Note Purchase Agreement and (ii) 120% of the Volume Weighted
Average Price of the Company's Common Stock for the 10 Trading Days
immediately following March 4, 2015, and the term of the Warrants
will be extended by two years to Jan. 22, 2018.  The acquisition
and extension of the Notes is expected to occur on July 1, 2015,
and will be subject to customary closing conditions.

                        About Exelixis Inc.

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

Exelixis, Inc. reported a net loss of $269 million on $25.11
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $245 million on $31.33 million of total
revenues in 2013.

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


FANNIE MAE: EVP & Chief Risk Officer Taking Leave of Absence
------------------------------------------------------------
John R. Nichols, Fannie Mae's executive vice president and chief
risk officer, is taking a leave of absence for health reasons,
according to a Form 8-K report filed with the Securities and
Exchange Commission.  

In connection with Mr. Nichols' leave of absence, on March 9, 2015,
Mr. Nichols' duties and responsibilities were reassigned to
Kimberly Johnson, Fannie Mae's senior vice president and deputy
chief risk officer.

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $84.0 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.2 billion on $129 billion
of total interest income for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in    
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FERRARA CANDY: $40MM Loan Add-On Has No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service said that Candy Intermediate Holdings,
Inc.'s (dba Ferrara Candy Co.) proposed $40 million add-on to its
$425 million principal first lien term loan (to $465 million
principal) is a moderate credit negative, but it does not impact
the company's B3 Corporate Family Rating (CFR) or stable rating
outlook.

The principal methodology used in this rating was the Global
Packaged Goods published in June 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.  

Ferrara Candy Company, a subsidiary of Candy Intermediate Holdings,
Inc., is primarily a manufacturer of branded non-chocolate
products, private label confectionary products as well as a
participant in various co-manufacturing programs.  Ferrara was
formed in June 2012 through the merger of Farley's and Sathers Inc.
(F&S) and Ferrara Pan Candy Co, Inc. (Ferrara Pan).  The company is
understood to be the third largest US based non-chocolate
confectionary company with one of the broadest product portfolios
in the category.  Ferrara's brands include Brach's, Bob's, Black
Forest, Trolli, Lemonheads, Jujyfruits, Atomic Fireballs, Boston
Baked Beans, Chuckles, and Now and Later.  The company is majority
owned by Catterton Partners.  Based on preliminary unaudited
financials, net sales for the twelve months ended Dec. 31, 2014
were approximately $870 million.


FERRARA CANDY: S&P Affirms 'B' CCR & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on
Chicago-based Ferrara Candy Co., including the 'B' corporate credit
rating, and revised the outlook to stable from negative. The
issue-level rating on the company's senior secured term loan
facility remains 'B', with a recovery rating of '4', indicating
that lenders could expect average recovery (at the low end of the
30% to 50% range) in the event of a payment default.

"The outlook revision to stable reflects our expectation that
operating performance and cash flow ratios will improve following a
period of significant investment in restructuring the business,"
said Standard & Poor's credit analyst Kim Logan.

Standard & Poor's projects a $51 million rebound in Ferrara Candy's
EBITDA in fiscal 2015 as top-line growth benefits from ongoing
share growth in its core brands and one-time cash costs do not
repeat.

Ferrara Candy participates in the highly competitive and fragmented
non-chocolate confectionary industry with a narrow portfolio of
niche confectionary brands and private label offerings.  The
company's portfolio of branded products include recognizable brands
such as Brach's, Trolli, Bob's, Now and Later, Lemonhead, Black
Forest, Sathers, and Atomic FireBall, among others.  Although, S&P
believes these brands will continue to benefit from volume and
share growth, the company competes in an industry with much larger
competitors, including Mondelez International Inc., Wm. Wrigley Jr.
Co., and The Hershey Co. Co, with the latter being less dominant in
non-chocolate.  These factors support S&P's business risk
assessment of "weak."

S&P's financial risk assessment for Ferrara Candy incorporates
S&P's view that key credit measures will remain consistent with a
"highly leveraged" financial risk profile.  This includes S&P's
expectation that Ferrara Candy will maintain a core debt to EBITDA
ratio of greater than 5x and a ratio of funds from operations to
total debt below 12% in the near term.  In addition, since Ferrara
Candy is financial sponsor-owned, we believe the risk of a future
leveraged recapitalization is ongoing.



FIRST QUANTUM: Moody's Lowers CFR to 'B1', Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded by one notch the corporate
family rating and the probability of default rating of First
Quantum Minerals Ltd (FQM) to B1 and B1-PD, respectively.
Concurrently, the rating agency has downgraded the ratings on all
of the senior unsecured notes issued by FQM to B2 from B1.  The
outlook is negative.

The downgrade of FQM's CFR to B1 reflects the company's weakened
financial profile, characterized by deteriorating credit metrics
towards levels no longer commensurate with the previous Ba3 rating,
and a liquidity profile that remains adequate only assuming full
support from lenders.  Moody's expects lenders to be supportive of
the company's request to amend its financial leverage covenant
before a potential breach at the next testing date.

Moody's B1 CFR assumes that the company's financial debt, after
peaking at approximately $6 billion in 2014, will likely remain at
least at a similar level or even increase over the next 18 to 24
months, while the company remains committed to execute an important
multi-year expansion plan, requiring a large amount of capex.
This, in turn, signals a financial policy more aggressive than
previously factored into Moody's credit assessment, as FQM has
become increasingly comfortable with leveraging up the business to
support growth.  Leverage is high as a result of increased debt in
absolute terms and lower EBITDA due to both higher royalties and
lower copper price during the forecast period.  In particular,
Moody's notes that the FQM's gross debt/EBITDA ratio, as adjusted
by Moody's, after peaking at 4.1x in 2014, from 2.9x in 2013, is
anticipated to rise further during 2015 to exceed 5x.  Other
important credit metrics, such as cash flow and interest cover
ratios, have also weakened in 2014 and are expected to weaken
further during 2015.

The further deterioration of key credit metrics in 2015, from the
already weak levels of 2014, is driven by the combined effect of a
number of negative developments, which are all factored into the B1
rating, namely (i) a sharp drop in the prices of copper, the key
commodity mined by FQM, which Moody's now assumes to be within a
$2.75/lb to $3.00/lb range for 2015, lower than the agency's
previous assumptions and below the 2014 average level of $3.11/lb;
(ii) a much lower contribution in 2015, compared with 2014, from
the nickel business, owing mainly to lower operating profits from
Ravensthorpe, the largest nickel mine run by FQM, while the
technical failure that led to its shutdown until February 2015 is
being addressed and will prevent the mine from running at its
normal nameplate capacity this year; and (iii) limited albeit
rising contribution expected during 2015 from the new smelter and
new Sentinel copper mine in Zambia, because of the relatively long
times required for their ramp-up towards commercial phase, which
Moody's assumes should only be completed around the start of the
third quarter this year, approximatelythree months later than
originally targeted by management.  Another material negative
development is the application in Zambia from January 2015 of a new
royalty-based tax regime, which will directly affect EBITDA, as
higher royalties are classified among cost of sales.  Moody's
expects that management will not sufficiently mitigate such adverse
developments, despite actions being taken to reduce costs and
moderate capex towards $1.4 billion in 2015, mainly by deferring c.
$600 million of expansionary capex on the large Cobre Panama
project to subsequent years.

The rating assumes that deleveraging will become possible only from
2016, later than Moody's previous expectations, and be driven by
EBITDA improvement, mainly supported by the two projects recently
developed by FQM, namely the large new Sentinel copper mine and the
new smelter in Zambia.  The new mine and smelter will add scale,
support operating profitability and provide additional operating
cash flows to fund the still high capex planned for 2016 and 2017
(potentially up to $2 billion per annum) in order to complete the
large Cobre Panama project, which will keep free cash flows
negative until project completion.  Indeed, the B1 rating would
accommodate a prolonged period of negative free cash flow
generation associated with high capex requirements, under the
assumption of only a marginal recovery in copper prices after 2015.
Negative free cash flows will then likely lead to more debt
drawdown to cover the cash flow shortfall and preserve an adequate
cash buffer, which Moody's assumes the company will manage to keep
at all times.

The B1 CFR remains supported by FQM's (i) enlarged size and better
operational diversification, after the addition of the new smelter
and large Sentinel mine, anticipated to deliver 270 kt to 300 kt of
copper in concentrate annually once fully productive from 2016;
(ii) competitive cash cost position, owing to its high-quality
copper and nickel mines, which were all cash flow generative in
2014, despite persistently weak commodity prices; and (iii)
progress in the development of the Cobre Panama copper deposit,
which has been transformed from a completely externally outsourced
project into an in-house project, which FQM's management can better
control.  The business profile is improving as a result of
strategic projects being completed, which in turn increase the
operational diversification and lower the average cost position of
the company.  However, FQM's high reliance on its large mining
operations and ongoing projects in Zambia (B1 stable), a country
whose policy for the mining industry has changed over the past few
years and has become increasingly less predictable, remains a
concern for Moody's assessment of FQM's overall business profile.

The one-notch differential between FQM's senior unsecured
guaranteed notes, now rated at B2, and the B1 CFR is maintained.
This reflects the persistence of priority debt obligations within
the capital structure, and carve-outs to the negative pledge
covenant in the notes indentures and loan documentation, which
allow FQM's subsidiaries that are not guarantors (in particular
Minera Panama SA) to incur additional secured debt, to the extent
permitted by the group's wide 2x senior secured leverage ratio
incurrence covenant.

The negative outlook reflects the risk that FQM's credit metrics
may deteriorate more sharply than anticipated in the next 12
months, towards levels not commensurate with the current rating, or
that deleveraging may occur much later than currently anticipated
by the rating agency.  The negative outlook also takes into account
a range of potential risks, such as (i) serious liquidity issues in
the unlikely event that FQM's lenders do not support the company in
its covenant amendment process; (ii) a worsening of operating
conditions for the mining industry, in general or more specifically
in Zambia, having a negative impact on FQM's business and financial
profile; and/or (iii) higher-than-anticipated execution risk on
various mining projects managed by the company, including the
timing of the ramp-up of FQM's new copper smelter in Zambia and
completion of complex greenfield projects such as the large
open-pit copper mine in Panama (Baa2 stable).

What could drive the rating up/down:

Moody's currently considers positive rating actions to be unlikely
in the near future. However, a stabilisation of the outlook could
be possible once FQM successfully completes the ramp-up of its new
smelter and Sentinel copper mine in Zambia, and the trend of rising
leverage starts reverting, while liquidity continues to be
proactively managed.  Positive pressure could build over time if
the company were able to successfully execute its ambitious growth
strategy, which would result in a much stronger business profile
supported by (i) wider operational and geographic diversification;
(ii) stronger credit metrics, including a debt/EBITDA ratio
sustainably below 3.0x and a (CFO-dividends)/debt ratio in the high
teens; as well as (iii) a good liquidity position.

Moody's would consider downgrading the rating if there were a
material deterioration in FQM's liquidity profile, such as in the
unlikely event that FQM's lenders do not support the company in its
covenant amendment process, or if negative free cash flows become
substantial due to a decline in the group's operating cash flow
generation and/or higher-than-anticipated capex as a result of
overruns or delays at major projects.  Such a deterioration would
be reflected by much weaker credit metrics, including debt/EBITDA
materially in excess of 4.5x on a sustained basis and EBIT/interest
falling significantly below 2x.  Furthermore, any material and
persistent deterioration in the operating environment in Zambia
could affect FQM's ratings.

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.

First Quantum Minerals Ltd (FQM), headquartered in Canada and
listed on the Toronto Stock Exchange and the London Stock Exchange,
is a mining company with a portfolio of low cost mining assets, the
largest of which are in Zambia, where it manages Kansanshi, a
well-established copper and gold deposit, and Sentinel, a
copper-gold deposit that should start commercial production by
mid-2015.  FQM also operates a small copper and gold mine in
Mauritania, a junior nickel mine in Australia and a junior
nickel-copper mine in Finland.  Following the acquisition of Inmet
Mining Corporation (Inmet) in 2013, FQM has gained access to one of
the world's largest copper deposits, Cobre Panama, currently under
development, and to three small but competitive copper and zinc
mining operations in EMEA. In 2014, FQM recorded revenues of $3.5
billion.


FOUR OAKS: Posts $633,000 Net Income for Fourth Quarter
-------------------------------------------------------
Four Oaks Fincorp, Inc., reported net income of $633,000 for the
fourth quarter and a net loss of $4.2 million for the twelve months
ended Dec. 31, 2014, compared with net losses of $402,000 and
$350,000 for the same periods in 2013.  

During 2014, the Company raised $24 million in capital and executed
an asset resolution plan, a process to identify and value for
disposal various impaired legacy loans and foreclosed real estate.
The charge for the asset resolution plan was taken in the third
quarter of 2014.  The Bank's classified assets as of Dec. 31, 2014,
totaled $16.8 million, resulting in a classified to capital ratio
of 23.7% compared to total classified assets of $50.4 million and a
classified to capital ratio of 89.7% at year end 2013.  The 66.0%
decline in the classified to capital ratio is the result of
continued focus on improving asset quality combined with the
capital raise and asset resolution plan execution.

The Bank was well capitalized at Dec. 31, 2014, with capital ratios
increasing during the year as a result of the capital raise and
continuing progress in restructuring the balance sheet.  At Dec.
31, 2014, the Bank reports total risk based capital of 14.7%, Tier
1 risk based capital of 13.5%, and a leverage ratio of 7.2%. At
Dec. 31, 2013, the Bank had total risk based capital of 10.9%, Tier
1 risk based capital of 9.7%, and a leverage ratio of 5.5%. At Dec.
31, 2014, the Company had total risk based capital of 15.0%, Tier 1
risk based capital of 11.6%, and a leverage ratio of 6.2%, as
compared to 10.7%, 6.3%, and 3.6%, respectively, at
Dec. 31, 2013.

Total assets were $820.8 million at Dec. 31, 2014, a slight decline
when compared to $821.5 million at Dec. 31, 2013.  Cash, cash
equivalents, and investments were $332.1 million at Dec. 31, 2014,
an increase of $41.1 million or 14.1% from the total of $291.0
million at Dec. 31, 2013.  Outstanding gross loans declined to
$452.3 million at Dec. 31, 2014, from $492.7 million at
Dec. 31, 2013, due to pay downs and payoffs on existing loans,
problem loan write-downs, and a transfer of loans to held-for-sale
in anticipation of near term loan sales.  Total liabilities were
$780.1 million at Dec. 31, 2014, a decrease of $19.8 million from
$799.9 million at Dec. 31, 2013.  This was primarily the result of
pay downs in long-term borrowings of $17 million and $22 million
for the three and twelve months ended Dec. 31, 2014, respectively,
offset by an increase in total deposits of $3.6 million for the
twelve months ended Dec. 31, 2014.

Total shareholders' equity increased $19.1 million to $40.7 million
at Dec. 31, 2014, from $21.6 million at Dec. 31, 2013. This
increase resulted primarily from the capital raise.  With the
effect of the capital raise, book value per share decreased to
$1.27 per share at Dec. 31, 2014, compared to $2.71 per share at
Dec. 31, 2013.

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

                        http://is.gd/qN70Dt

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1.24 million in securities
available for sale as of Dec. 31, 2011.

Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.

As of Sept. 30, 2014, the Company had $838 million in total
assets, $798 million in total liabilities and $40.1 million in
total shareholders' equity.

                          Written Agreement

"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB").  Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;

   * enhance the Bank's real estate appraisal policies and
     procedures;

   * enhance the Bank's loan grading and independent loan review
     programs;

   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and

   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business.  These
regulatory actions and resulting restrictions on the Company's
business may have a material adverse effect on its future results
of operations and financial condition," the Company said in its
quarterly report for the period ended March 31, 2014.


GAMING & LEISURE: S&P Puts 'BB+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'BB+' corporate credit rating, on Gaming & Leisure
Properties Inc. on CreditWatch with negative implications.

"The CreditWatch listing reflects our opinion that GLPI's proposal
to acquire the real estate assets of Pinnacle Entertainment Inc.
for about $4.1 billion, including the initial assumption of about
$2.6 billion of debt, could signal a sustained increase in adjusted
debt to EBITDA above the company's stated financial policy goal of
5.5x, which is also our threshold for the 'BB+' rating on GLPI,"
said Standard & Poor's credit analyst Carissa Schreck.

It is S&P's understanding that in the event the transaction is
completed under currently proposed terms, GLPI intends to issue
equity at a future date to reduce the amount of initial debt
assumed by several hundred million dollars and to complete
financing for the proposed acquisition in a manner that would limit
the increase in initial leverage to around 6x in 2015 upon the
close of the proposed transaction.

However, S&P believes the terms of the current acquisition proposal
are fluid and the final negotiated consideration could increase
from the proposed level or result in a higher level of debt assumed
by GLPI.  In addition, the final amount, nature, and timing of a
future equity raise are unclear at this time.  Also, GLPI's
adjusted debt to EBITDA at the end of 2014 was in the low-6x area,
which is weak compared to S&P's 5.5x threshold for the company at
its current 'BB+' rating.  This measure is currently weak primarily
because of borrowing in 2014 to fund an acquisition, development
spending, and additional distributions to shareholders related to
the company's REIT spin-off.  S&P could lower the rating one notch
to 'BB' if GLPI incurs more debt than it currently assumes in the
proposed terms of the transaction, or issues debt at a rate that is
above GLPI's current cost of capital in a manner that sustains
leverage above 5.5x or EBITDA coverage of interest below 3x.

In resolving the CreditWatch listing, S&P will review the final
terms of the proposed transaction, including the company's
prospective debt structure, potential equity raise, and planned
master lease agreement for Pinnacle's assets.  S&P will also assess
GLPI's ability to achieve its publicly stated financial policy goal
of maintaining adjusted debt to EBITDA of 5.5x, which is S&P's
leverage threshold at the 'BB+' rating on GLPI.  S&P aims to update
the CreditWatch listing as soon as possible once it has sufficient
information around the final terms and timing of the proposed
transaction and potential future financing arrangements.

"We could lower the rating one notch to 'BB' if we expect GLPI to
sustain leverage above 5.5x or EBITDA coverage of interest expense
below 3x.  This could result from an increase in the acquisition
purchase price and assumed debt to complete the transaction, if we
believe GLPI would experience delay in raising equity to partly
fund the acquisition, or if we believe the equity raise would be
insufficient to enable sustaining adjusted debt to EBITDA at 5.5x.
Additionally, downside rating pressure could come from GLPI's
tenants experiencing a meaningful deterioration in their credit
quality or if we believe GLPI will embark on other significant
development opportunities or acquisitions, resulting in leverage
sustained above 5.5x or EBITDA coverage of interest expense below
3x," S&P added.



GETTY IMAGES: S&P Lowers CCR to 'B-' on Weak Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Seattle-based Getty Images Inc. to 'B-'
from 'B'.  The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien credit facilities to 'B-' from 'B'.  The '3'
recovery rating remains unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; low end of the range) of principal in
the event of a payment default.

S&P also lowered its issue-level rating on the company's unsecured
notes to 'CCC' from 'CCC+'.  The '6' recovery rating remains
unchanged, indicating S&P's expectation for negligible recovery
(0%-10%) of principal in the event of a payment default.

"The downgrade reflects Getty Images' rising debt leverage and
lower free cash flow due to poor operating performance in the
company's midstock segment amid increased competitive pressure,"
said Standard & Poor's credit analyst Elton Cerda.  S&P expects
that Getty Images' leverage will continue to rise because its
operating performance will likely remain soft in the first half of
2015 due to competitive pressure.  Additionally, S&P expects that
the company will increase marketing spending in 2015 to drive
revenue growth.  These factors will likely continue to weaken the
company's financial risk profile. Absent a turnaround with positive
revenue and EBITDA growth with margin expansion, the company's
capital structure may become unsustainable.

The negative rating outlook incorporates S&P's expectation that
Getty Images' leverage will continue to rise through the first half
of 2015 as a result of weak operating performance from competitive
pressure and marketing investments.  Nevertheless, S&P expects its
liquidity to remain "adequate" over the next 12 months.

S&P could lower the rating if Getty Images' operating performance
shows no signs of improvement by the second half of 2015 and if S&P
become convinced that discretionary cash flow will be below its
expectation.  Additionally, S&P could lower the rating if EBITDA
coverage of interest approaches 1.25x, which could occur if
domestic and global competition and weak economic conditions
continue, causing revenue to drop 5% and EBITDA to fall 10%.

S&P could revise the outlook to stable if Getty Images is able to
stabilize its operating performance and contain the competitive
threat to its midstock segment and grow its discretionary cash
flow.



GRAPHIC PACKAGING: Moody's Raises Corp. Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Graphic Packaging International, Inc. to Ba1 from Ba2, the
probability of default rating to Ba1-PD from Ba2-PD, the senior
secured rating to Baa3 from Ba1 and the senior unsecured rating to
Ba2 from Ba3.  Moody's also affirmed the SGL-2 speculative grade
liquidity rating.  The ratings outlook is stable.  The upgrade
reflects expectations that the company will maintain leverage in
the low 3x, while continuing to improve operating margins and
generate strong cash flow.

Moody's took the following rating action for Graphic Packaging
International, Inc.:

  -- Upgraded CFR to Ba1 from Ba2

  -- Upgraded PDR to Ba1-PD from Ba2-PD

  -- Upgraded senior secured debt rating to Baa3, LGD 3 from Ba1,
     LGD 3

  -- Upgraded senior unsecured debt rating to Ba2, LGD 5 from
     Ba3, LGD 5

  -- Affirmed SGL-2 speculative grade liquidity rating

  -- The ratings outlook is stable.

The Ba1 corporate family rating reflects Graphic Packaging's strong
credit metrics and cash flow generation supported by its
vertically-integrated business model and expanding network of
folding carton converting facilities.  Graphic Packaging has
reduced its Moody's adjusted debt/EBITDA to 3.4 times as of
Dec. 31, 2014 from 3.8 times a year ago.  Moody's expect the
company to maintain leverage in low 3x as it continues to grow
earnings through recent acquisitions on the US West Coast and in
Canada and Europe and through operational improvements.  Graphic
Packaging benefits from its strong market presence in a
consolidating industry and exposure to relatively stable food and
beverage end markets.  Graphic Packaging's EBITDA margin in high
teens and significant amount of federal net operating loss
carryforwards support strong cash flow generation and credit
metrics.  Moody's expect the company to manage the pace of recently
introduced share repurchases and dividends such that its credit
metrics will remain supportive of the Ba1 rating.  The rating is
constrained by expectations of continued acquisitions as well as by
the company's exposure to volatile raw material costs and lags in
passing through cost increases.

The stable ratings outlook reflects expectations that Graphic
packaging will successfully integrate its recent acquisitions and
maintain strong credit metrics over the next 12 to 18 months.

For the ratings to be upgraded to the investment grade level the
company's management would need to publicly commit to maintaining
investment-grade financial policies and targets and achieve an
unsecured capital structure.  The company would also need to
maintain debt/EBITDA below 3 times, maintain EBITDA margin above
16% and retained cash flow to debt above 20%.  The ratings could be
downgraded if operating performance and credit metrics deteriorate
such as debt/EBITDA rises to 4 times and retained cash flow to debt
falls below 15%.  The ratings could also be downgraded if the
company undertakes a large debt-financed acquisition that increases
its leverage.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 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.


INDEX RECOVERY: Plan Implemented, Wants Case Closed
---------------------------------------------------
Index Recovery Company, LP, is asking the U.S. Bankruptcy Court for
the Northern District of New York to issue a final decree closing
the company's Chapter 11 case.

The company said the liquidation plan, which the court approved in
December last year, has been substantially implemented.

In a court filing, Index Recovery disclosed that a distribution of
100% has been made to general unsecured creditors as of March 5
while an initial distribution of 43.3% has been made to creditors
holding subordinated unsecured claims.  

Holders of subordinated unsecured claims will receive additional
payments once the plan administrator receives additional assets,
according to the filing.

The bankruptcy court will hold a hearing on March 26 to consider
the request.

                    About Index Recovery Group

Index Recovery Group, LP, a managed futures investor formerly known
as SPhinX Managed Futures Index Fund, LP, sought Chapter 11
protection (Bankr. N.D.N.Y. Case No. 14-61434) in Utica, New York,
on Sept. 2, 2014.  The Debtor disclosed total assets of $13.8
million and total liabilities of $35.5 million.  Judge Diane Davis
presides over the case.  The Debtor is represented by Jeffrey A.
Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.

The Debtor notified the Bankruptcy Court that the effective date of
the Plan of Liquidation was deemed to have occurred on Dec. 11,
2014.  The Plan of Liquidation dated Sept. 24, 2014, was approved
by U.S. Bankruptcy Judge Diane Davis on the same date.


INTEGRATED FREIGHT: Late Form 10-K Shows $4.8M Profit for 2013
--------------------------------------------------------------
Integrated Freight Corporation filed with the Securities and
Exchange Commission this week its annual report on Form 10-K
disclosing net income of $4.81 million on $20.10 million of revenue
for the year ended March 31, 2013, compared to a net loss of $14.33
million on $20.71 million of revenue in 2012.

As of March 31, 2013, the Company had $6.32 million in total
assets, $18.70 million in total liabilities and a $12.37 million
total stockholders' deficit.

DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013, citing that the
Company has significant net losses and cash flow deficiencies.
Those conditions raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/x4Mjf2

                    About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.


INTERTAIN GROUP: S&P Assigns 'B+' CCR & Rates $335MM Loan 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long
term corporate credit rating to Toronto-based The Intertain Group
Ltd.  At the same time, Standard & Poor's assigned its 'BB'
issue-level rating to the company's US$335 million, first-lien term
loan due 2022; and US$17.5 million, first-lien revolver due 2020.
S&P has assigned a '1' recovery rating to both, indicating its
expectation of a very high (90% to 100%) recovery in the event of a
default.

Intertain is using the proceeds from the issuance to fund a portion
of the acquisition of Gamesys Ltd. business-to-consumer gaming
assets.

"The ratings reflect our assessment of the company's weak business
risk profile and significant financial risk profile," said Standard
& Poor's credit analyst Stephen Goltz.  S&P has applied a one-notch
negative financial risk policy modifier to the anchor score of
'bb-' to get to the 'B+' corporate credit rating.

S&P bases the weak business risk profile on Intertain's competitive
position in the rapidly growing international online gaming
industry, which S&P believes will contribute to good margins along
with low overhead expenses.

The significant financial risk profile reflects S&P's assessment of
the company's limited track record for operational integration and
financial policies, as well as a potentially larger debt load,
notwithstanding relatively low prospective debt leverage for the
rating.

S&P's view of Intertain's competitive advantage reflects the
largest combined share of the growing, but maturing, online bingo
segment in the U.K.  However, the industry's fragmentation and low
penetration, wherein most banners have low double-digit shares of
traffic in an otherwise small market, constrains this leading
position.  S&P believes that the company benefits from good growth
prospects as other countries regulate online gaming.

The stable outlook on Intertain reflects Standard & Poor's
expectation that the company will continue to successfully operate
its portfolio of recently acquired online gaming businesses,
contributing solid credit measures and discretionary cash flow in
2015 and 2016 that it can use to fund pending earnouts from
acquisitions.  As such, S&P expects Intertain to generate fully
adjusted debt-to-EBITDA of 2.5x-3.0x in 2015 and 2016, maintaining
"adequate" liquidity as it expands into new jurisdictions, both
organically and by acquisition.

S&P could lower the rating if leverage rises to above 4x a year
after closing the acquisition of Gamesys' business-to-consumer
assets, which would likely indicate lower earnings, reduced free
cash flow expectations, and weaker prospects for funding its
earnouts internally.

S&P could raise the ratings if debt to EBITDA remains below 3x
while the company adds cash to fund earnouts in 2016 and 2017.  S&P
believes that this scenario would indicate a successful integration
of acquired businesses, improving profitability that would confirm
the strength of Intertain's online gaming platforms, and an
improved financial risk profile from steady cash flow.



ITUS CORP: Reports $3.7 Million Net Income for First Quarter
------------------------------------------------------------
ITUS Corporation filed with the U.S. Securities and Exchange
Commission disclosing net income of $3.75 million on $9.13 million
of total revenue for the three months ended Jan. 31, 2015, compared
with a net loss of $3.61 million on $0 of total revenue for the
same period a year ago.

As of Jan. 31, 2015, ITUS had $13.3 million in total assets, $5.01
million in total liabilities and $8.25 million of shareholders'
equity.

"Based on currently available information as of March 9, 2015, we
believe that our existing cash, cash equivalents, short-term
investments, accounts receivable and expected cash flows from
patent licensing and enforcement, and other potential sources of
cash flows will be sufficient to enable us to continue our business
activities for at least 12 months.  However, our projections of
future cash needs and cash flows may differ from actual results.
If current cash on hand, cash equivalents, short-term investments,
accounts receivable and cash that may be generated from our
business operations are insufficient to satisfy our liquidity
requirements, we may seek to sell equity securities or obtain loans
from various financial institutions where possible.  The sale of
additional equity securities or convertible debt could result in
dilution to our stockholders.  We can give no assurance that we
will generate sufficient cash flows in the future (through
licensing and enforcement of patents, or otherwise) to satisfy our
liquidity requirements or sustain future operations, or that other
sources of funding, such as sales of equity or debt, would be
available, if needed, on favorable terms or at all.  If we cannot
obtain such funding if needed or if we cannot sufficiently reduce
operating expenses, we would need to curtail or cease some or all
of our operations," the Company said in the Report.

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

                      http://is.gd/LREOH4

                     About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.

Itus Corporation reported a net loss of $9.60 million on $3.66
million of total revenue for the year ended Oct. 31, 2014, compared
to a net loss of $10.08 million on $389,0000 of total revenue for
the year ended Oct. 31, 2013.  The Company also reported a net loss
of $4.25 million for the year ended Oct. 31, 2012, and a net loss
of $7.37 million for the year ended Oct. 31, 2011.


KU6 MEDIA: Reports $39,000 Net Loss for Fourth Quarter
------------------------------------------------------
Ku6 Media Co., Ltd. reported a net loss of $39,000 on $3.46 million
of total revenues for the three months ended Dec. 31, 2014,
compared with a net loss of $26.8 million on $3.25 million of total
revenues for the same period in 2013.

For the 12 months ended Dec. 31, 2014, the Company reported a net
loss of $10.72 million on
$8.58 million of total revenues compared to a net loss of $34.4
million on $13.1 million of total revenues in 2013.

As of Dec. 31, 2014, the Company had $5.63 million in total assets,
$9.76 million in total liabilities and a $4.13 million total
shareholders' deficit.

"I am pleased to announce the result of our fourth quarter and
fiscal year 2014," stated Mr. Xudong Xu, chief executive officer of
Ku6 Media.  "2014 was not easy for us as we were experiencing big
changes in management team.  Despite of changes, we achieved gross
profit in the fourth quarter of 2014 the first time since the
foundation of Ku6.  We aim to continue to narrow our operating cash
deficit in 2015 in order to achieve a better operating result in
2015."

                     Liquidity and Going Concern

The Company has made progress in 2014 with respect to cost control
initiatives and its objectives to increase both the amount of its
recurring revenue and the diversification of its revenue.  The
Company achieved gross profit in the fourth quarter of 2014,
following a protracted period of gross losses, operating losses,
and net losses.  Despite recent improvements, substantial doubts
still exist as to the Company's ability to continue as a going
concern, primarily due to uncertainties regarding (1) the Company's
ability to continue to generate improvements in operating cash
inflows, which depend on growth in revenues from (i) Huzhong, the
Company's new third party advertising agency since late August
2014, and (ii) two cooperation agreements with related party Qinhe;
(2) the Company's ability to reduce its operating cash outflows,
such as through further administrative and headcount-related cost
control measures; and (3) the availability and timing of additional
financing with terms acceptable to the Company.  Growth in the
Company's operating cash inflows is principally dependent upon
successful execution with Huzhong and Qinhe resulting in growth in
revenues therefrom, and may also benefit from diversification to
other sources of revenue.

A full-text copy of the Form 6-K Report is available for free at:

                        http://is.gd/qvJShu

                         About Ku6 Media

Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content.  Through its
premier online brand and online video website,  www.ku6.com , Ku6
Media provides online video uploading and sharing service, video
reports, information and entertainment in China.

KU6 Media reported a net loss of $34.4 million in 2013, a net
loss of $9.49 million in 2012 and a net loss of $49.4 million in
2011.

PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that facts and
circumstances including recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes planned to be made in respect of the Company's
business model raise substantial doubt about the Company's ability
to continue as a going concern.


LA ESPERANZA DEL MANANA: Case Summary & 8 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: La Esperanza Del Manana
        PO Box 492
        Hatillo, PR 00659

Case No.: 15-01726

Chapter 11 Petition Date: March 10, 2015

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

Debtor's Counsel: Jesus Enrique Batista Sanchez, Esq.
                  THE BATISTA LAW GROUP, PSC
                  Cond Midtown Center
                  420 Juan Ponce de Leon Ave
                  Suite 901
                  San Juan, PR 00918
                  Tel: 787-620-2856
                  Fax: 787-620-2854
                  Email: rosafblg@gmail.com
                         jesus.batista@batistalawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hector del Busto, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb15-01726.pdf


LEHMAN BROTHERS: Initiates 2nd Distribution for Unsec. Creditors
----------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act and chair
of the Hughes Hubbard & Reed LLP Corporate Reorganization and
Bankruptcy Group, initiated the second interim distribution to
unsecured general creditors with allowed claims by wiring more than
$2 billion to claimants on March 10.  Distributions from the LBI
estate will now total $112 billion, the largest distributions
across the worldwide Lehman insolvency proceedings.    

"The second multi-billion dollar distribution to general creditors
is underway with more than 90 percent of our allocated funds being
wired [Tues]day," Mr. Giddens said.  "We are committed to resolving
remaining disputed claims and pursuing necessary litigation to
efficiently maximize further distributions and successfully
conclude the largest broker-dealer liquidation in history."

In February 2015, the Bankruptcy Court approved the Trustee's
motion for a second interim distribution with an allocation of $2.2
billion.  Remaining distributions from allocated funds will proceed
as required tax forms are received.

The Trustee has distributed approximately $5.9 billion to LBI's
creditors since July 2014.  With this second interim distribution,
unsecured general creditors will achieve an approximately 27
percent payout on allowed claims.  Customers have received more
than $106 billion, fully satisfying the 111,000 customer claims.
Secured, priority, and administrative creditors have also received
100 percent distributions.    

                     About Lehman Brothers

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

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

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

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

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

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

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

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

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


MAGNETATION LLC: Moody's Lowers CFR to 'Caa2', Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Magnetation LLC's corporate
family rating to Caa2 from B3, its probability of default rating to
Caa2-PD from B3-PD and the rating on Magnetation's $425 million
senior secured notes to Caa2 from B3.  The ratings outlook is
negative.

The downgrade and negative outlook reflects Magnetation's weak
credit metrics and deteriorated liquidity position as a result of
volatility and weakness in iron ore prices.  The weaker growth
rates in steel production in China, together with the ongoing iron
ore supply/demand imbalance will maintain pressure on seaborne
prices and the Platts IODEX iron ore price through 2015 and into
2016.  Seaborne iron ore prices (62%Fe) have collapsed more than 50
percent over the past 18 months and recently dipped below $60 per
metric ton (MT).  In addition, cost overruns in 2014 at the new
Pellet Plant and Plant 4 and ongoing ramp up at both plants have
contributed to a reduction in liquidity.  As a result of these
challenges, Magnetation has retained The Blackstone Group as a
financial advisor to assist in evaluating options available to
improve liquidity and the capital structure.  Magnetation, as part
of its cost reduction initiatives, has also announced plans to idle
its highest cost iron ore concentrate facility in Keewatin which
was scheduled to produce 350 thousand tons of iron ore concentrate
this year.

  -- Corporate family rating, lowered to Caa2 from B3;

  -- Probability of default rating, lowered to Caa2-PD from
     B3-PD;

  -- Senior secured notes, lowered to Caa2, LGD 4 from B3, LGD 4

  -- Outlook is negative

The Caa2 corporate family rating reflects Magnetation's elevated
leverage, low interest coverage, recent operating weakness, short
operating history, small scale and low level of revenue and EBITDA.
The corporate family rating also continues to reflect the risks
associated with a start-up operation based on a relatively new
technology, lack of end-market diversification and high risk
customer base.  The company is expected to have only two customers
with challenged financial profiles.  The company is also exposed to
a single end market, the volatile steel industry, Magnetation's
ratings are supported by the company's strong profit margins,
attractive off-take contracts and lack of near term debt
maturities.

Moody's expects the company's operating results and liquidity to
remain under pressure in 2015 as the company continues to ramp up
production at the new iron ore concentrate plant, has limited
revenue and EBITDA and will remain exposed to recent weak iron ore
prices.  The decline in iron ore prices has led to declines in
Magnetation's revenue and EBITDA generation.  The recent increase
in debt along with the decline in EBITDA has caused credit metrics
to weaken from levels commensurate with the B3 rating.  The company
generated revenues of only $54 million and adjusted EBITDA of $25
million during the twelve months ended Sep. 30, 2014.  As a result,
the company has an elevated leverage ratio (Debt/EBITDA) of 18.9x
and a weak interest coverage ratio (EBIT/Interest Expense) of
0.5x.

Magnetation is expected to have negative free cash flow due to the
2014 capital investments in the new pellet and iron reclamation
plants.  The company increased its capital spend in 2014 and
accelerated the construction of the new iron reclamation plant in
order to move forward the start-up date to first quarter of 2015.
As a result of the company's increased cash use and weaker than
anticipated operating results, liquidity has weakened and free cash
flow is expected to remain negative in 2015.

The negative outlook reflects continued volatility and weakness in
iron ore prices and the impact that will have on the company's
operating earnings, along with the increased leverage.  The outlook
could return to stable if operating results and credit metrics
improve substantially over the next 12 to 18 months.

The ratings are unlikely to experience upward pressure in the short
term since the company's credit metrics are expected to remain weak
for the current rating. However, an increase in the interest
coverage ratio (EBIT/Interest) to more than 1.5x or a decline in
the leverage ratio (Debt/EBITDA) below 7.5x could lead to an
upgrade.

Negative rating pressure could persist if the company is unable to
improve its liquidity position, operating results weaken further,
interest coverage ratio (EBIT/Interest) remains below 1.0x and
leverage ratio remains above 7.5x.

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.

Headquartered in Grand Rapids, Minnesota, Magnetation LLC is a
joint venture between Magnetation Inc. (50.1% ownership) and AK
Steel Corporation (49.9% ownership) that reclaims iron ore
concentrate from previously abandoned iron ore waste stockpiles and
tailings basins located on the Mesabi Iron Range.  The joint
venture currently owns and operates two reclamation plants located
in Keewatin (idled) and Taconite, MN, which produce iron ore
concentrate from iron ore tailings.  The company is in the process
of constructing a 3 million metric ton per year iron ore pellet
plant in Reynolds, Indiana and an additional concentrate
reclamation plant in Grand Rapids, MN.  The joint venture has an
off-take agreement with Altos Hornos de México, S.A.B. de C.V.
(AHMSA) to sell up to 637,000 dry metric tons of iron concentrate
per annum and plans to eventually sell up to 3.5 million tons of
iron pellets to AK Steel Corporation.  The company generated
approximately $54 million in revenues for the trailing 12-month
period ended Sep. 30, 2014.


MALIBU ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Malibu Associates, LLC
        a California limited liability company
        901 Encinal Road
        Malibu, CA 90265

Case No.: 15-10477

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 10, 2015

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

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: David L. Neale, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Fax: 310-229-1244
                  Email: dln@lnbrb.com

Total Assets: $76.1 million

Total Debts: $47.8 million

The petition was signed by Thomas Hix, president of managing member
of Debtor.

List of Debtor's nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Evicom Corporation                                     $64,206

Ballard Rosenberg Golper & Savitt LLP                  $15,000

PMC Project Management                                 $10,500

EPD Consultants                                         $8,789

Bob Burke & Company                                     $8,000

Mark A. Massara, Attorney at Law                        $7,500

RCE Consultants, Inc.                                   $4,328

Blakeley & Blakeley LLP                                 $2,952

Glass Ratner                                            $1,530


MALIBU ASSOCIATES: Returns to Chapter 11 With $48MM in Debt
-----------------------------------------------------------
Malibu Associates, LLC, sought Chapter 11 protection (Barnk. C.D.
Cal. Case No. 15-10477) in Santa Barbara, California, on March 10,
2015.

The Debtor immediately filed schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $75,900,000
  B. Personal Property              $285,948
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $47,704,477
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $122,807
                                 -----------      -----------
        TOTAL                    $76,185,948      $47,827,283

The Debtor owns real property located at 901 Encinal Canyon Road,
Malibu, California.  The property secures a $46.8 million debt to
U.S. Bank, National Association, which is secured by a first deed
of trust on the property.  The Los Angeles County Treasurer and Tax
Collector is also owed $459,793, secured by a tax lien on the
property.

A copy of the schedules filed together with the bankruptcy petition
is available at:

     http://bankrupt.com/misc/cacb15-10477_SAL.pdf

Thomas Hix, the managing member, signed the bankruptcy petition.
The case is assigned to Judge Deborah J. Saltzman.  David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
serves as counsel to the Debtor.

The Debtor previously sought bankruptcy protection.  The Chapter 11
bankruptcy case entitled In re Malibu Associates, LLC, USBC Case
No. 1:09-bk-24625-MT, was filed on Nov. 3, 2009 in the
Central District of California, San Fernando Valley Division.  That
case was assigned to the Honorable Maureen A. Tighe, but was later
dismissed.  The real property in Malibu was included in the prior
filing.


MERIDIAN WORLD: S&P Assigns 'BB+' Rating on $26.5MM Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to the La Vernia Higher Education Finance Corp., Texas'
$26.5 million series 2015A tax-exempt and 2015B taxable fixed-rate
education refunding revenue bonds, issued for Meridian World School
(Meridian).  The outlook is stable.

"The rating reflects our view of Meridian's robust demand, good
academic performance relative to the district and to the state, and
International Baccalaureate program focus, which we view favorably
as a differentiator," said Standard & Poor's credit analyst Karl
Propst.  "However, the school's financial metrics are weak, and its
short operating history leads to some risk."

Bond proceeds will refund two outstanding notes payable and will
provide approximately $13.4 million of new money to acquire and
renovate an 80,000-square-foot building adjacent to Meridian's
existing 104,000-square-foot facility located off of Interstate 35
in Round Rock, Texas.



MILLICOM INT'L: Fitch Rates Proposed $500MM Sr. Unsecured Notes BB+
-------------------------------------------------------------------
Fitch Ratings expects to rate Millicom International Cellular, S.A.
(MIC)'s proposed US$500 million senior unsecured notes due 2025
'BB+(EXP)'.  Proceeds from the issuance are expected to be used
mainly to fully redeem the USD311 million outstanding balance of
the El Salvador notes, which were issued by Telemovil Finance Co.,
Ltd. and fully guaranteed by Telemovil El Salvador, S.A., MIC's
wholly owned subsidiary.  The rest of the proceeds will be used for
general corporate purposes and capex.

KEY RATING DRIVERS

MIC's ratings reflect the company's geographical diversification,
effective marketing strategy and strong brand, and extensive
network and distribution channels, all of which have contributed to
its leading market positions in key markets, steady subscriber
growth, and solid pre-dividend free cash flow (FCF) generation.  In
addition, MIC's increasing investments in the under-penetrated
fixed-line services bode well for its medium to long term revenue
growth.

Despite these diversification benefits, MIC's ratings are
constrained by the company operating only in Latin America and
Africa, which have low sovereign ratings and GDP per capita.  The
ratings are also tempered by the company's increasing leverage due
to recent M&A activities, historically-high shareholder returns,
and debt allocation between subsidiaries and the holding company.
Increased Leverage

MIC's leverage is weak for its rating level.  The company's
leverage has materially increased in recent years mainly due to
acquisitions and historically high shareholder distributions.  In
August 2014, the company completed its merger between its Colombian
subsidiary and UNE EPM Telecomunicaciones S.A. (UNE), the Colombian
fixed-line operator, which increased the company's net debt by
USD1.2 billion.  As a result, its net leverage, measured by
adjusted net debt to EBITDAR, increased to 2.3x as of Dec. 31,
2014; this unfavorably compares to 0.8x and 1.4x at end-2011 and
end-2012, respectively.

Positive FCF From 2015

Fitch forecasts MIC's leverage to fall to a level that is in line
with the current rating level over the medium term as the company
continues to refrain from aggressive shareholder payouts and share
buybacks amid EBITDA improvement.  The company paid only USD264
million dividends annually in 2013 and 2014, which was a sharp
reduction from USD731 million including share repurchase in 2012
and USD991 million in 2011.  As MIC remains committed to reducing
its leverage, Fitch expects total shareholder dividends in 2015 and
2016 to remain in line with the 2014 level.  In addition, capex
should remain relatively flat at around USD1.4 billion over the
medium term representing about 18%-19% of revenues, which is a
decline from 22.5% in 2013.  These will lead to modest positive FCF
generation and help the company reduce its net leverage towards
2.0x by 2016.

A slower-than-expected deleveraging due to a lack of the company's
commitment to restraining dividends, acquisitions, or a further
deterioration in its operating performance will immediately place
negative pressure on the ratings.

Enhanced Competitive Position in Colombia

The merger with UNE, the second largest fixed broadband and pay-TV
operator in Colombia, will strengthen MIC's market position as
UNE's fixed-line network and products complement MIC's existing
mobile operation in terms of both geography and products offerings
with operational cost savings.  This synergy is important for MIC
as Colombia has been the fastest growing market in terms of revenue
contribution among MIC's markets.  Although any dividend upstream
is not likely for the foreseeable future given the high investments
needed in Colombia, the addition of UNE will help MIC turn around
its EBITDA growth going forward.

Margin Erosion

MIC's EBITDA margin is likely to continue to deteriorate in 2015
due to competition, as well as increasing revenue proportions of
lower margin fixed-line services and handset sales.  Mobile ARPU is
trending downwards in all of its operational geographies amid
increasing market saturation in Latin America.  The increasing
penetration of lower margin fixed-line business will also place
pressure on profitability.  Some of the increase in fixed line
revenue is attributable to the merger with UNE.  MIC's EBITDA
margin fell to 32.6% in 2014, in line with the 2013 level, which
unfavorably compares to 40% in 2012.  Positively, EBITDA growth has
turned around during 2014 following contractions in 2013 and 2012.
MIC's EBITDA grew to USD2.1 billion in 2014; this compares to
USD1.7 billion in 2013 and USD1.9 billion in 2012, respectively.

Concentration in Low-Rated Sovereigns

Despite the diversification benefit, MIC's ratings are constrained
by its operational footprint in only Latin America and Africa with
low sovereign ratings and GDP per capita.  The operational
environment in these regions, in terms of political and regulatory
stability and economic conditions, tend to be more volatile than
developed market which could potentially adversely affect MIC's
operations.  This also adds currency mismatch risk as 66% of MIC's
total debt at end-2014 was based on USD while most of its cash
flows are generated in local currencies in each country.

Leading Market Positions

MIC has retained its market leadership in most of its key cash
generating operating companies in Latin America and Fitch expects
these positions to remain intact over the medium term backed by its
effective marketing strategy, strong brand recognition, and
extensive network and distribution channels.  The company has
maintained a steady subscriber base expansion, adding 2.3 million
new mobile subscribers in the fourth quarter of 2014, and its
increasing investment into fixed-line and media will help provide
increasing cross-selling opportunities to acquire more revenue
generating units going forward.

Diversifying Revenue Mix

MIC's growth strategy will be increasingly centered on mobile data,
fixed internet and pay-TV services as it tries to alleviate
pressure on the traditional voice/SMS revenues.  The mobile data
customer base reached 27% of total subscribers as of Dec. 31, 2014,
from 20% a year ago, which supported a 34% mobile data revenues
growth during 2014 from a year ago.  Broadband and pay-TV
businesses also maintained solid growth, largely due to UNE, as the
segmental revenues grew by 111% in 2014 from a year ago.  As this
trend continues, Fitch forecasts mobile service revenues to account
for less than 70% of total revenues from 2015, which compares to
83% in 2013.

Sound Liquidity

MIC's liquidity profile is good given its readily available cash
position fully covering the short-term debt maturities, as well as
its well-spread debt maturities.  As of Dec. 31, 2014, the
consolidated group's readily available cash was USD694 million,
which compares to its short-term debt of USD362 million.  The
group's total on-balance sheet debt was USD4.8 billion, with 32%
allocated to the holding company.  Debt maturities are well spread
with an average life of 5.3 years.  Fitch does not foresee any
liquidity problem for both the operating companies and the holding
company given operating companies' stable cash generation and their
consistent cash upstream to the holding company.  In addition, MIC
has USD500 million undrawn credit facility which further bolsters
its liquidity.

Dividend Streams Mitigate Structural Subordination

The creditors of the holding company are subject to structural
subordination to the creditors of the operating subsidiaries given
all cash flows are generated by subsidiaries, which held 68% of the
total group debt at end-2014.  Positively, Fitch believes that a
stable and high level of cash upstream, mostly through dividend, by
subsidiaries is likely to remain intact over the long term and help
largely mitigate any risk stemming from this structural weakness.
Subsidiaries' robust upstreams have supported the holding company's
debt service coverage in line with that of the consolidated group
financial profile.

KEY RATING ASSUMPTIONS

   -- Mid-singles digits annual organic revenue growth over the
      medium term;
   -- Cable & Digital Media segment to represent over 25% of
      consolidated revenues from 2015, compared to 16% in 2013,
      largely due to UNE consolidation;
   -- EBITDA margin to trend down to below 30% over the medium
      term due to competition and increasing revenue proportions
      of lower margin fixed-line services and handset sales;
   -- Annual capex to remain at about USD1.4 billion in 2015-2016,

      in line with the 2014 level;
   -- No significant increase in shareholder distributions in the
      short to medium term with annual dividend payments remaining

      at USD264 million in 2015 and 2016.

RATING SENSITIVITIES

Negative: MIC experiences an increase in net debt to EBITDAR above
2.5x without a clear path to deleveraging due to any one or
combination of the following: M&A activity, aggressive shareholder
distributions, and competitive/regulatory pressures on its
operations.

Positive: MIC's financial net leverage improves towards 1.0x on a
sustained basis due to improvement in operational competitiveness
and resultant stronger cash generation, less aggressive shareholder
returns, and a higher level of diversification in cash flow
generations across geographies.



NII HOLDINGS: Reports $83-Mil. Operating Loss in 4th Quarter
------------------------------------------------------------
NII Holdings, Inc., on March 10 announced its consolidated
financial results for the fourth quarter and full year 2014.  For
the fourth quarter of 2014, the Company reported 129,000 net
subscriber additions, marking the first quarter the Company has
achieved consolidated subscriber growth since the second quarter of
2013.  Financial results for the fourth quarter of 2014 include
consolidated operating revenues of $854 million, a consolidated
adjusted OIBDA loss of $83 million, and a consolidated operating
loss of $336 million.  Consolidated adjusted OIBDA results for the
quarter and the full year exclude the impact of non-cash asset
impairments, restructuring charges and other unusual items. Capital
expenditures were $132 million for the fourth quarter of 2014.

For the full year 2014, the Company reported a net loss of 61,000
subscribers bringing its year-end base to 9.2 million subscribers.
Financial results for the full year 2014 include consolidated
operating revenues of $3.7 billion, a consolidated adjusted OIBDA
loss of $251 million, and a consolidated operating loss of $1.11
billion.  Capital expenditures were $428 million for the full year
2014.

"Our fourth quarter operational and financial results are beginning
to show improvement, although we still fell short of our goals,"
said Steve Shindler, NII Holdings' chief executive officer.  "Our
return to subscriber growth for the first time in six quarters
reflects a turning point in our business and is a significant step
forward in our efforts to return to revenue growth, and ultimately,
profitability.  Our focus for 2015 will be to continue to build on
this subscriber growth trend and improve our operating
performance."

NII Holdings' consolidated average monthly service revenue per
subscriber (ARPU) was $25 for the fourth quarter, down sequentially
from $28 in the third quarter.  The Company also reported
consolidated average monthly churn of 3.4 percent for the fourth
quarter, consistent with the monthly churn rate in the third
quarter of 2014 and a 47 basis point decrease from the churn rate
reported in the fourth quarter of 2013.  Consolidated cost per
gross subscriber addition (CPGA) was $227 for the fourth quarter, a
$9 decrease from the third quarter of 2014.  During the fourth
quarter the Company recorded a $34.0 million charge for inventory
obsolescence; without this charge CPGA would have been $195 instead
of $227 during the period.

On January 26, 2015, the Company announced an agreement to sell its
operations in Mexico to AT&T.  The sale is subject to the approval
of the U.S. Bankruptcy Court for the Southern District of New York,
where the Chapter 11 cases initiated by the Company and certain of
its subsidiaries are pending, regulatory approvals in Mexico and
the completion of a competitive bidding process that will be
conducted under the supervision of the Bankruptcy Court. This
transaction is expected to close by mid-2015.  Additional
information regarding the transaction with AT&T is included in the
Current Report and in the Form 8-K filed with the Securities and
Exchange Commission on January 26, 2015.

"We remain confident that we can grow our subscriber and revenue
base, while continuing to streamline our cost structure," said Juan
Figuereo, NII Holdings' executive vice president and chief
financial officer.  "Our objective in 2014 was to improve our
business performance primarily by returning to subscriber growth,
and while we were able to finally achieve that goal in the fourth
quarter, our diminishing liquidity made it necessary for us to file
for Chapter 11 protection in order to restructure our debt. Given
the economics of the restructuring and the potential challenges we
were facing in implementing it, we determined that the sale of our
Mexican operations would provide a better outcome for our creditors
and other stakeholders.  We expect this transaction will improve
our liquidity and provide funding to invest in our Brazil business,
which we believe provides a significant opportunity to create
long-term value for our stakeholders."

In light of its decision to file a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code last year, the Company will
not host a financial results conference call this quarter.

                       About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin America.
NII Holdings' shares of common stock, par value $0.001, are
publicly traded under the symbol NIHD on the NASDAQ Global Select
Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on
Sept. 15, 2014.  The Debtors' cases are jointly administered and
are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims
and noticing agent.  NII Holdings disclosed $1.22 billion in assets
and $3.068 billion in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed five creditors of NII
Holdings to serve on the official committee of unsecured creditors.
The Committee is represented by Kenneth H. Eckstein, Esq., and
Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP.

Capital Group, one of the Backstop Parties, is represented by
Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence
G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP.

Aurelius, one of the Backstop Parties, is represented by Daniel H.
Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP.

                            *   *   *

The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow
the Debtors to strengthen their balance sheet by converting $4.35
billion of prepetition notes into new stock and provide the Debtors
with $500 million of new capital.  The Plan also permits the
Debtors to avoid the incurrence of significant litigation costs and
delays in connection with potential litigation claims and exit
bankruptcy protection expeditiously and with sufficient liquidity
to execute their business plan.


NTELOS INC: Moody's Cuts CFR to B2, Alters Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service downgraded NTELOS Inc.'s Corporate Family
Rating to B2 from B1 based on our expectation that leverage
(Moody's adjusted) will remain elevated for quite some time due to
the challenges associated with being a small regional operator in
an industry dominated by the large national operators that are in
the thick of a pricing war.  Additionally, the winding down of
NTELOS's Eastern Markets contribute to NTELOS's revenues and
earnings remaining heavily dependent on Sprint Corporation (B1 CFR,
negative outlook), its primary wholesale customer which is
struggling to grow its postpaid phone subscriber base.
Consequently, Moody's lowered the Speculative Grade Liquidity
Rating to SGL-2 from SGL-1. The rating outlook for NTELOS is
negative.

Moody's has taken the following rating actions:

Issuer: NTELOS Inc.

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Probability of Default Rating, Downgraded to B3-PD from
     B2-PD

  -- Speculative Liquidity Rating, SGL-2 from SGL-1

  -- Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)

  -- Outlook, Changed to Negative from Stable

NTELOS's B2 CFR reflects the company's small scale, high leverage
and our expectation for substantial negative free cash flow until
at least 2016 due to elevated capital spending associated with the
buildout of its 4G network.  Thereafter, because margins are
expected to remain relatively weak due to the company's lack of
scale while capital intensity needs to stay high to maintain
competitiveness, material free cash generation will prove
difficult.  Consequently, Moody's believe that leverage will remain
elevated for an extended period of time.

The rating is supported by the company's currently good liquidity
profile, its long-term recurring wholesale revenue stream from
Sprint, and NTELOS's demonstrated ability to grow its postpaid
subscriber base despite being a small regional operator.

Moody's believe that NTELOS will remain reliant on Sprint for a
substantial portion of its revenue and earnings.  Under the
Strategic Network Alliance ("SNA"), NTELOS is the exclusive PCS
service provider in its western Virginia and West Virginia service
area for Sprint's wireless customers through Dec. 31, 2022.  For
FYE2014, NTELOS generated approximately 41% of its revenues in the
Western Markets from the SNA with Sprint.  For FYE2015 and FYE
2016, Moody's expect the SNA agreement to comprise about 37% of
total Western Markets revenues.

Moody's expects NTELOS to have good liquidity over the next twelve
months mainly supported by its large cash balances ($74 million as
of December 31, 2014).  This cash balance will be bolstered by its
towers sale transactions with Grain Management and the Virginia
East spectrum sale to T-Mobile which are forecast to bring in
proceeds of about $96 million, most of which will be realized in
2015.  However, restructuring charges (an estimated $50 to $60
million, spread over the next several years) associated with the
winding down of its Eastern Markets will offset this infusion to
some extent.

Elevated capital spending to build out its LTE network (to maintain
the SNA with Sprint and modernize its network) will result in
NTELOS consuming about $100 million of cash during the next 12 to
18 months.  The company has no meaningful debt maturities other
than scheduled debt amortizations of $5.4 million each year for
2015 and 2016.  The next scheduled debt maturity is November 2019
when the Term Loan B matures.  NTELOS does not have a committed
revolver. However, the company's current Credit Agreement permits,
subject to certain conditions, incremental borrowings of up to $125
million of which up to $35 million can be in the form of a
revolving credit facility.

The negative outlook reflects our belief that NTELOS's leverage
(Moody's adjusted) will remain elevated and that NTELOS will
consume over $100 million of cash during the next two years.  The
negative outlook assumes that meaningful revenue growth and margin
expansion in its western markets will remain problematic amidst a
brutally competitive wireless industry.

A rating upgrade is unlikely in the near term due to the negative
outlook and NTELOS's dependence on Sprint (B1 CFR) for a
significant part of its revenue stream. However, if the company
demonstrated the ability to generate meaningful free cash flow
while maintaining leverage below 4.5x (Moody's adjusted), upward
rating pressure could ensue.

An unexpectedly rapid and steep deterioration in the company's
liquidity profile or a weakening of Sprint's credit quality would
result in a negative rating action. Operating performance which
results in leverage not trending towards 5.5x by FYE2016 will also
pressure the rating.

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


PHILLIPS BROTHERS: Files for Chapter 11; Owners Pursuing Sale
-------------------------------------------------------------
Phillips Brothers Machine Co., Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 15-10870) on
March 4, 2015, listing $2.58 million in total assets and $3.58
million in total liabilities.  The petition was signed by Randall
E. Phillips, president.

Judge Shelley D. Rucker, who presides over the case, has set a
hearing for April 8, 2015, Mike Pare at Timesfreepress.com
reports.

Timesfreepress.com relates that the Company's owners are pursuing a
sale of the business that could triple its factory's workforce.
The business continues to operate and that its potential sale to
Phillips Consolidated is under negotiation, the report states,
citing Jerrold D. Farinash, Esq., at Farinash & Hayduk, the
Company's bankruptcy counsel, as saying.

According to Timesfreepress.com, Larry Brooks, the Walker County
Development Authority's executive director, said he expected a
possible new owner to operate under the same terms that the Company
has with the authority, which owns the Bluebird property.
Timesfreepress.com recalls that the authority issued three years
ago about $3 million in industrial revenue bonds to acquire the
property and then lease the site to the Company, which expanded its
business to the 271,000-square-foot facility.

LaFayette, Georgia-based Phillips Brothers Machine Co., Inc., is a
machining, welding and fabrication business.  It makes products
like the arms which pick up trash cans attached to garbage trucks.


PHOTOMEDEX INC: Stonepine Reports 5.9% Stake as of Feb. 27
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Stonepine Capital, L.P., et al., disclosed that as of
Feb. 27, 2015, they beneficially owned 1,206,789 shares of common
stock of PhotoMedex, Inc., which represents 5.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/Vk4Ho9

                         About PhotoMedex

PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients.  The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.

PhotoMedex, Inc., and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.

The Company's balance sheet at Sept. 30, 2014, showed $277 million
in assets, $138 million in total liabilities, and $140 million of
total stockholders' equity.


PORT AGGREGATES: Trustee Selects Douglas S. Draper as Examiner
--------------------------------------------------------------
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, asks the
Bankruptcy Court to approve the appointment of Douglas S. Draper as
examiner in the Chapter 11 case of Port Aggregates, Inc.

To the best of the U.S. Trustee's knowledge, the examiner's
connections with the Debtor, creditors, any other
parties-in-interest, the U.S. Trustee, and persons employed in the
Office of the U.S. Trustee, are limited.

U.S. Bankruptcy Judge Robert Summerhays ordered that, among other
things:

   1. The appointment will be in consultation with the Debtor, the
Guinns, and other parties-in-interest; and

   2. Until the examiner has filed his or her report (and any
additional or subsequent report as may be ordered by the Court),
neither the examiner nor the examiner's professionals or agents
will make any disclosures other than to the Court, if requested,
concerning the results of the examiner's investigation and any
preliminary and final conclusions reached.

The Guinns consist of James P. Guinn and Timothy J. Guinn, William
R. Guinn, Ellen Guinn Martel, Philip L. Guinn, and Nathaniel Stuart
Guinn, Individually, and as Trustee for the Caroline T. Guinn
Trust, the James Paul Guinn, Jr. Trust, the Joel M. Guinn Trust,
the Laura Katherine Guinn Trust, the Christian J. Guinn Trust and
the Anna C. Guinn Trust.

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.  The Debtor disclosed
$34,145,728 in assets and $15,720,035 in liabilities as of the
Chapter 11 filing.  

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

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

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

The Debtor recently submitted amended schedules.  Copies are
available for free at:

   http://bankrupt.com/misc/PortAggregates_148_amendedSAL_D.pdf
   http://bankrupt.com/misc/PortAggregates_147_amendedSAL_A.pdf



QUARTZ HILL: Moffa & Bonacquisti Withdrawn as Counsel of Record
---------------------------------------------------------------
The Bankruptcy Court authorized Quartz Hill Mining, LLC and
Superior Gold, LLC to withdraw their application to employ John A.
Moffa and the Law Firm of Moffa & Bonacquisti, P.A., as special
counsel.  The Court granted the motion on Feb. 20, and amended its
order on Feb. 25.  The Debtors had tapped Moffa & Bonacquisti to
represent the Debtors in at least one adversary proceeding which
will be filed shortly and in any contested matters.  

                      About Quartz Hill

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.Fla. Case No. 14-15419) on March 7,
2014.  The case was initially assigned to Judge Robert A. Mark,
but later transferred to Judge A. Jay Cristol's chambers.  The
Debtor is represented by Robert P. Charbonneau, Esq., and
Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in
Miami, Florida.  The Debtor's special counsel is John A. Moffa,
Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida.  The
Debtor said it has $58 million in assets and $7.5 million in debt.

Affiliate Superior Gold, LLC, also sought Chapter 11 protection.

The judge approved the joint administration of the two cases.



QUICKSILVER RESOURCES: Deregisters Securities Under 401(k) Plan
---------------------------------------------------------------
Quicksilver Resources Inc. filed with the Securities and Exchange
Commission post-effective amendments relating to the following
registration statements on Form S-8:

  * Registration Statement No. 333-166208, registering 1,000,000
    shares of the Company's common stock, par value $0.01
    under the under the Quicksilver Resources Inc. 401(k) Plan, as
    amended; and

  * Registration Statement No. 333-91526 registering the Plan.

Evercore Trust Company, N.A., the independent fiduciary and
investment manager for the Company stock fund of the Plan, made the
decision to close the Company Stock Fund.  In order to implement
this closure, commencing on Oct. 14, 2014, all new participant
contributions and transfers into the Company Stock Fund were
permanently suspended, and effective as of 4:00 pm Eastern Time on
Oct. 14, 2014, the Company Stock Fund was discontinued as an
investment option under the Plan.  The Company Stock Fund was fully
liquidated as of Oct. 21, 2014.

                         About Quicksilver

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

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

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


RECYCLE SOLUTIONS: March 19 Hearing on Bid for Lease Extension
--------------------------------------------------------------
The Bankruptcy Court will convene a hearing on March 19, 2015, at
9:30 a.m., to consider Recycle Solutions, Inc.'s amended motion for
an order extending the extension of its time to assume or reject
unexpired leases of nonresidential real property.  Objections, if
any, are due March 17.

The Debtor are asking the Court to extend until July 2, the time to
assume or reject unexpired leases of nonresidential real property
under which the Debtor is the lessee.

The Debtor leases the real property located at 102 Connor Road,
Villa Rica, Georgia.  In addition, the Debtor is lessee of real
property upon which its recycling center is located at 1054 Kansas
Street.  It is the lessor of the reuse warehouse located at
Wisconsin Street.

The Debtor explained that the Georgia lease was important to the
Debtor's value as a going concern.  The leases relate to the
Debtor's location in Villa Rica, Georgia.  The Debtor was forced to
enter in the Georgia lease after Debtor was not issued an occupancy
permit on a warehouse property it owns in Villa Rica. The Debtor,
without the leases, could lose access to its business in Georgia.
The Georgia business and the recycling center in Memphis are key
ingredients to any long-term restructuring solution the Debtor will
achieve in the case.

Accordingly, the Debtor intended to consider the assumption of the
nonresidential leases (and related executory contracts) within the
broader context of a plan to emerge from Chapter 11.  The Debtor
needs additional time to make an informed decision regarding the
significant leases.

The Debtor's counsel can be reached at:

         Steven N. Douglass, Esq.
         HARRIS SHELTON HANOVER WALSH, PLLC
         40 S. Main Street, Suite 2700
         Memphis, TN 38103
         Tel: (901) 525-1455
         E-mail: sdouglass@harrisshelton.com

                      About Recycle Solutions

Recycle Solutions, Inc., founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls.  The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact.  James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.

Recycle Solutions sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on
Nov. 4, 2014, disclosing assets of $11.5 million against
liabilities of $6.4 million.

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

The U.S. Trustee for Region 8 appointed three creditors to serve on
the official committee of unsecured creditors.



RECYCLE SOLUTIONS: Wants Plan Filing Deadline Moved to July 2
-------------------------------------------------------------
Recycle Solutions, Inc., asks the U.S. Bankruptcy Court for the
Western District of Tennessee to extend (i) its exclusive time to
file a Chapter 11 plan and disclosure statement through July 2,
2015, and (ii) its exclusive time to obtain acceptance of that plan
through Aug. 31, 2015.

A hearing on the exclusivity motion is scheduled for March 19,
2015, at 9:30 a.m.

Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC,
counsel to the Debtor, explains that the Debtor and Regions Bank,
its primary lender, have been engaged in extensive negotiations and
accounting regarding the use of cash collateral. It has taken a
longer period than anticipated to reach an agreement with Regions.

Mr. Douglass adds that the Debtor has also been required to make
numerous court appearances regarding several motions filed by
interested parties.  At the same time, he points out, the Debtor
has been downsizing its business, listing assets for sale, and
attempting to get in a position to restructure it for the future.

Mr. Douglass maintains that the Debtor is in the early stages of
formulating a Plan of Reorganization and requires additional time
to explore financial strategies and alternatives, particularly in
light of the delay in finalizing a cash collateral order and the
extensive motion practice that has occurred.

The Debtor believes that if granted an extension of the exclusive
time to file a Disclosure Statement and Plan, a more meaningful and
acceptable Plan will be filed.

                      About Recycle Solutions

Recycle Solutions, Inc., founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls.  The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact.  James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.

Recycle Solutions sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on
Nov. 4, 2014, disclosing assets of $11.5 million against
liabilities of $6.4 million.

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due March 4, 2015.

The U.S. Trustee for Region 8 appointed three creditors to serve on
the official committee of unsecured creditors.



RENT-A-CENTER: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed the 'BB' corporate credit rating on
Plano, Texas-based Rent-A-Center Inc.

At the same time, S&P affirmed the 'BB+' issue-level rating on the
$225 million term loan.  The recovery rating on this debt remains
'2', indicating S&P's expectation that lenders could expect
substantial (70%-90%) recovery in the event of a payment default or
bankruptcy.  S&P's recovery expectations are in the upper half of
the 70% to 90% range.  S&P also affirmed the 'B+' issue-level
ratings on the company's $550 million of senior unsecured notes.
The recovery rating remains '6', indicating S&P's expectation for
negligible (0% to 10%) recovery.

"The outlook revision and business risk profile reflect our view
that Rent-A-Center will continue to improve performance in the
coming year through strategic initiatives across its core U.S.,
Acceptance Now, and Mexico operations after a challenging 2014,"
said credit analyst Diya Iyer.

The stable outlook reflects S&P's expectation that Rent-A-Center
will continue to optimize profitability in the maturing core U.S.
business, offset 2014 margin erosion with cost savings in the
coming year, and rapidly expand both units and earnings for
Acceptance Now (including through unmanned locations) in the next
12 months.

S&P could lower the ratings if leverage and coverage approach 4.0x,
which could occur if sales are modestly negative and gross margin
declines by more than 150 basis points (bps) beyond S&P's
expectations, with FFO to total debt in the low-teens percent. This
scenario would likely lead S&P to reassess Rent-A-Center's
profitability and financial risk profile.

Although unlikely given continued price competition in the
industry, S&P could raise the rating if the company can expand
EBITDA through quicker international growth than S&P anticipates,
as well as improved cost control associated with Acceptance Now. At
that time, leverage would decline below 3.0x, coverage would
approach 7.0x, and FFO to total debt would be in the 30% range.



RES-CARE INC: $100MM Term Loan Won't Affect Moody's Ba3 CFR
-----------------------------------------------------------
Moody's Investor Service said that Res-Care, Inc.'s proposed $100
million incremental Senior Secured Term Loan A is credit negative,
but has no impact on the company's ratings including the Ba3
corporate family rating, Ba2 ratings on its senior secured credit
facilities, and stable outlook.

Res-Care, Inc., headquartered in Louisville, Kentucky, is a
provider of residential, therapeutic, job training, pharmacy and
educational support services to individuals with special needs,
including persons with intellectual and developmental disabilities,
at-risk youth and those experiencing barriers to employment.  The
company is owned by Onex Corporation ("Onex").  For the year ended
Dec. 31, 2014, Res-Care generated approximately $1.7 billion of
revenue.



RES-CARE INC: S&P Affirms 'BB-' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Louisville, Ky.-based Res-Care Inc.  The outlook
is stable.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's first-lien secured credit facility.  S&P revised the
recovery rating on the debt to '4' from '3' indicating average (at
the high end of the 30% to 50% range) recovery in the event of a
payment default.  The company is increasing its term loan A by $100
million to fund a special dividend.

"Our ratings on Res-Care reflect our assessment that the company's
leverage will decline below 4x by the end of this year," said
Standard & Poor's credit analyst Tulip Lim.  Although the proposed
transaction raises leverage, S&P believes margins were depressed
last year because of certain expenses that S&P do not expect to
reoccur in 2015.  Furthermore, S&P thinks the company will grow
both organically and through acquisitions this year and will pay
down some debt, bringing leverage to below 4x by the end of the
year.  S&P expects over time that leverage could spike over 4x but
will generally remain between 3x and 4x.

S&P's rating also incorporates its view of the highly fragmented
industries in which Res-Care operates and meaningful reimbursement
risk.  These are the principal factors in our business risk
assessment of "weak".  Res-Care has leading positions in home care
and other residential services for the elderly and individuals with
disabilities.  The company also operates as a contractor of Job
Corps services for youth and as a provider of school- and
job-placement services.  However, Res-Care's businesses are in
niche industries.  While there are moderate barriers to entry
because of the difficulty in securing government contracts and
licensing for the services it provides, competition consists of a
few national providers and many regional and local players in each
of its divisions.

S&P's stable rating outlook reflects its expectation that revenue
will grow through a combination of modest organic growth and
acquisition and that margins will improve this year.

S&P could consider a lower rating if it believes leverage will rise
and stay above 4x.  A debt-financed dividend of more than $50
million could prompt a downgrade.  Alternatively, if an
unanticipated reimbursement cut, high turnover, integration costs,
losses of sizable contracts, or operating weakness in key states
caused a margin decline of 100 basis points or more, leverage could
rise above 4x.  In this scenario, S&P may no longer view the
company as strong as its 'BB-' peers.

While unlikely, given the company's private-equity ownership and
the company's history of funding special dividends with debt, S&P
could consider an upgrade if it became convinced that the company
would maintain leverage below 3x.



RESIDENTIAL CAPITAL: $235MM Class Suit Accord Has Initial Okay
--------------------------------------------------------------
A federal judge on Feb. 19 granted preliminary approval to a $235
million settlement with the underwriters involved in the class
action lawsuit brought by purchasers of mortgage-backed securities
(MBS) issued by Residential Accredit Loans, Inc. (RALI), according
to Lead Plaintiffs' counsel Cohen Milstein Sellers & Toll PLLC.

Led by the New Jersey Carpenters Health Fund, the settlement with
underwriters Citigroup Global Markets Inc., Goldman Sachs & Co.,
and UBS Securities LLC, along with the previously approved $100
million settlement with RALI, its affiliates, and the individual
Defendants in 2013, brings the total case settlement to $335
million.

"We are pleased with the preliminary approval of this settlement,"
said Plaintiffs' lead attorney Joel P. Laitman --
jlaitman@cohenmilstein.com -- of Cohen Milstein Sellers & Toll
PLLC.  "It was a long and complex litigation that lasted over six
years. Plaintiffs overcame many obstacles including an initial
denial of class certification and we believe the $335 million
settlement provides a meaningful recovery to investors in the
class."

Added Cohen Milstein Managing Partner Steven J. Toll --
stoll@cohenmilstein.com -- whose firm was Lead Counsel in the
consolidated class action, "This settlement will at long last give
closure and substantial monetary relief to investors who suffered
losses in connection with these RALI mortgage-backed securities.
The perseverance of our litigation team was key to achieving this
terrific result for the Class of investors we represented, and we
are all grateful for their efforts."

Preliminarily approved by Judge Katherine Failla, of the U.S.
District Court for the Southern District of New York, the
settlement -- upon final approval -- will mark the end of years of
intense, complicated litigation over MBS offerings issued and sold
to the New Jersey fund and other investors from 2006 through 2007
by RALI and certain of its affiliates.

The Plaintiffs alleged that the defendants, including the
underwriters, committed Securities Act violations in connection
with the public offerings of these MBS and systematically
disregarded the applicable underwriting guidelines when originating
the mortgage loans underlying the securities at issue. Further
complicating the legal action, in May 2012, RALI and its affiliates
sought voluntary Chapter 11 Bankruptcy.  Despite this, in 2013, the
plaintiffs were able to secure a $100 million settlement against
RALI and its affiliates.  That settlement amount is being held in
escrow until the settlement with the underwriters receives final
approval.  Judge Failla will hold a final approval hearing on July
31, 2015.

The $235 million settlement with the underwriter defendants was
reached in November 2014 after years of mediation before retired
Judge Daniel Weinstein, a well-regarded national mediator.

In addition to Messrs. Laitman and Toll, the Lead Plaintiffs are
represented by attorneys Christopher Lometti, Michael Eisenkraft,
Joshua Devore, Richard A. Speirs, Daniel B. Rehns, Kenneth M.
Rehns, and S. Douglas Bunch, all of Cohen Milstein Sellers & Toll
PLLC.

For more information about the case, New Jersey Carpenters Health
Fund, et al., v. Residential Capital, LLC, et al., visit
http://www.cohenmilstein.com/cases/233/rali-mbs-litigation

Founded in 1969, Cohen Milstein Sellers & Toll PLLC is a national
leader in plaintiff class action lawsuits and litigation. As one of
the firms in the country handling major complex cases, including
securities fraud actions, Cohen Milstein, with over 80 attorneys,
has offices in Washington, D.C., New York, Philadelphia, Chicago,
Palm Beach Gardens, Fla., and Denver, Colo.


RICEBRAN TECHNOLOGIES: Shareholders' Meeting on June 24
-------------------------------------------------------
RiceBran Technologies has scheduled its 2015 annual meeting of
shareholders to be held at Scottsdale Plaza Resort, 7200 N.
Scottsdale Road, Scottsdale, Arizona, 85253, on June 24, 2015, at
9:00 a.m., Pacific Daylight Time, according to a document filed
with the Securities and Exchange Commission.

The 2015 Annual Meeting date has been changed by more than 30 days
from the anniversary of the Company's prior annual meeting of
shareholders, which was held on Aug. 19, 2014.

The bylaws of the Company set forth when a shareholder must
provide notice to the Company of nominations and other business
proposals that the shareholder wants to bring before the 2015
Annual Meeting.  The Shareholder Notice, contained in Article II,
Sections 12 and 13 of the Company's bylaws, generally prescribes
the procedures that a shareholder of the Company must follow if the
shareholder intends (i) to nominate a person for election to the
Company's Board of Directors at an annual or special meeting of
shareholders called for the purpose of electing directors, or (ii)
to propose other business to be considered by shareholders at an
annual or special meeting of the shareholders.  These procedures
include, among other things, that the shareholder give timely
notice to the Secretary of the Company of the nomination or other
proposed business, that the notice contain specified information,
and that the shareholder comply with certain other requirements.

In accordance with the bylaws of the Company relating to a change
in the Annual Meeting date by more than 30 days from the
anniversary of the Company's prior annual meeting of shareholders,
notice by the shareholder must be received by the Secretary at the
registered office of the Company by the date which is 10 calendar
days after the date of announcement or other notification to
shareholders of the dates of the Annual Meeting.  Accordingly, in
order for a shareholder proposal to be considered for inclusion in
the Company's proxy statement for the 2015 Annual Meeting or for
shareholder business initiated by a shareholder to be brought
before the 2015 Annual Meeting, the shareholder must deliver a
notice of such nomination or proposal to the Company's Secretary on
or before 5:00 p.m., Pacific Daylight Time on Thursday,
March 19, 2015, and comply with the requirements of the Bylaws.

Notices should be addressed in writing to: J. Dale Belt, Secretary,
RiceBran Technologies, 6720 N. Scottsdale Road, Suite 390,
Scottsdale, AZ.

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.6 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.1 million on $37.7 million of
revenues for the year ended Dec. 31, 2012.

As of Sept. 30, 2014, the Company had $46.6 million in total
assets, $29.9 million in total liabilities, $3.94 million in
redeemable noncontrolling interest in Nutra SA, and $12.7 million
in total equity attributable to the Company's shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


RITE AID: Moody's Confirms B2 Corp. Family Rating, Outlook Stable
-----------------------------------------------------------------
Moody's Investor Service confirmed Rite Aid Corporation's Corporate
Family Rating at B2 and Probability of Default Rating at B2-PD.  At
the same time, Moody's upgraded Rite Aid's asset based revolving
credit facility to Ba2, senior secured first lien notes to Ba2, and
senior unsecured guaranteed notes to B3.  The Speculative Grade
Liquidity rating of SGL-2 is affirmed.  The rating outlook is
stable.  This concludes the review for downgrade initiated on Feb.
11, 2015.

The following ratings are confirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

  -- $500 million senior secured second lien term loan due 2021
     at B2, to LGD 3 from LGD 4

  -- $470 million senior secured second lien term loan due 2020
     at B2, to LGD 3 from LGD 4

  -- Unguaranteed unsecured notes at Caa1, LGD 6

The following ratings are upgraded:

  -- $3.7 billion asset based revolving credit facility (upsized
     from $1.175 billion) to Ba2, LGD 2 from Ba3, LGD 2

  -- $650 million senior secured first lien notes due 2020 to
     Ba2, LGD 2 from Ba3, LGD2

  -- Guaranteed senior unsecured notes to B3, LGD 5 from Caa1,
     LGD 5

The following rating is affirmed:

  -- Speculative Grade Liquidity rating at SGL-2

The confirmation of Rite Aid's B2 Corporate Family Rating reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.(B3 stable).  Assuming some debt
repayment by Rite Aid over the next twelve to eighteen months,
Moody's forecasts that debt to EBITDA will be around 6.5 times by
March 2016. T he confirmation also acknowledges that Moody's
believes the Envision acquisition will be run as a standalone
subsidiary by its existing management team resulting in de minimus
integration risk.  Moody's believes the Envision acquisition will
perform differently than Rite Aid's acquisition of Eckerd as it is
an acquisition of a complimentary business versus Eckerd where
there was significant overlap.  It acknowledges that Moody's
expects Rite Aid to hold off any further acquisitions over the next
twenty four months and will use excess cash flow to repaying
borrowings under its revolving credit facility.  The confirmation
also acknowledges Rite Aid's good liquidity.

The upgrade of Rite Aid's senior secured asset based revolving
credit facility and senior secured first lien notes to Ba2 reflects
the additional capital support provided by the $1.8 billion in
senior unsecured notes Rite Aid intends to issue to finance the
transaction.  The upgrade of the Senior Unsecured Guaranteed notes
acknowledges that the amount of percentage of secured debt ahead of
the unsecured guaranteed notes will fall from about 40% currently
to about 32% going forward.

Rite Aid's B2 Corporate Family Rating reflects its high leverage
with debt to EBITDA likely remaining around 6.5 times over the next
twelve months.  Although leverage is high, interest coverage is
adequate with EBITA to interest expense of 1.5 times.  The rating
incorporates Rite Aid's mid tier competitive position as the fourth
largest drug store chain in the US after Walgreen, CVS, and
Walmart.  It also reflects Envision's small scale relative to other
pharmacy benefit managers ("PBM")and its full service PBM
capabilities. In addition, the rating balances the strengthening of
the retail pharmacy division and the expected high growth of
specialty pharmacy with the high price competition and contract
renewal risk associated with a PBM. Positive ratings consideration
is given to Rite Aid's good liquidity, its large revenue base, and
the solid opportunities of the prescription drug industry.

The stable outlook acknowledges that Moody's expect Rite Aid will
not face any significant challenges from the Envision acquisition
and that Rite Aid will repay a portion of borrowings under its
revolving credit facility thus reducing overall debt levels.

Ratings could be lowered if Rite Aid experiences a decline in
earnings (whether due to operating pressures at its Rite Aid
pharmacies or at Envision post acquisition), makes any further
acquisitions, or increases debt such that debt to EBITDA is likely
to remain above 7.0 times and EBITA to interest expense is likely
to remain below 1.25 times.  Ratings could also be downgraded
should free cash flow become persistently negative.

Although not anticipated in the near term given the increase in
debt to acquire Envision, an upgrade would require Rite Aid's
operating performance to further improve or absolute debt levels to
fall such that it demonstrates that it can maintain debt to EBITDA
below 5.5 times and EBITA to interest expense above 1.75 times. In
addition, a higher rating would require evidence that the
acquisition of Envision has gone smoothly with no disruption to
operating performance and Rite Aid to continue maintain at least an
adequate liquidity profile.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates nearly 4,600 drug stores in 31 states and the District of
Columbia.  Revenues are about $26 billion.  Envision Pharmaceutical
Services, headquartered in Twinsburg, Ohio, is a full-service
pharmacy benefit management company.  Annual revenues are about $5
billion.  Pro forma for the transaction, combined revenues will be
over $31 billion.

The principal methodology used in these ratings was Global Retail
Industry published in June 2011.  Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.


SAN JUAN RESORT: Section 341(a) Meeting Scheduled for April 10
--------------------------------------------------------------
There will be a meeting of creditors of San Juan Resort Owners Inc.
on April 10, 2015, at 9:00 a.m. at 341 Meeting Room, Ochoa
Building, 500 Tanca Street, First Floor, San Juan.  General proofs
of claim bar date is July 9, 2015.  Governmental units have until
Sept. 8, 2015, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About San Juan Resort

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 petition was signed by Luis A. Carreras Perez
as president.  The Debtor is represented by William M. Vidal, Esq.,
at William Vidal Carvajal Law Offices in San Juan, Puerto Rico.  

The Debtor disclosed total assets of $12.7 million and total
liabilities and $32.9 million as of the bankruptcy filing.  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 company claims 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.



SEARS METHODIST: Wins Confirmation of Sale-Based Plan
-----------------------------------------------------
U.S. Bankruptcy Judge Stacey G. Jernigan confirmed the Second
Amended Joint Plan of Reorganization filed by debtors Sears
Methodist Retirement System, Inc., Sears Caprock Retirement
Corporation, Sears Methodist Centers, Inc., Sears Methodist
Foundation, Sears Panhandle Retirement Corporation, Sears Permian
Retirement Corporation, Sears Plains Retirement Corporation, Sears
Tyler Methodist Retirement Corporation, and Senior Dimensions,
Inc.

A copy of the Court's March 5, 2015, dated FINDINGS OF FACT,
CONCLUSIONS OF LAW, AND ORDER CONFIRMING PLAN is available at
http://is.gd/BWLyPNfrom Leagle.com.

The Plan was originally filed in December 2014.  The Debtors filed
revised Plan documents on January 15.  The Plan provides for the
orderly sale of substantially all of the Debtors' senior care
facilities and the creation of a liquidating trust for the benefit
of unsecured creditors.

As reported by the Troubled Company Reporter on Feb. 18, 2015,
Judge Jernigan authorized three affiliates of Sears Methodist
Retirement System Inc. to sell almost all of their assets to
Evergreen Senior Living I, LLC.  Evergreen offered $59.1 million
for the assets of Sears Methodist Centers Inc., Sears Permian
Retirement Corp., and Sears Panhandle Retirement Corp.  The assets
include three senior care facilities located in Abilene, Odessa and
Amarillo, Texas.  

Evergreen emerged as the winning bidder at an auction held on Jan.
21, beating out rival bidder Yellow Rose Health Holding LLC.

Yellow Rose was the stalking horse bidder, offering $42.5 million
for the assets.  Since it wasn't selected as the winning bidder,
the company will receive a break-up fee of $1.2 million, according
to court filings.

As reported by the TCR on Feb. 4, 2015, Evergreen was also the
successful bidder for the Meadow Lake Retirement Community in
Tyler, at $20 million.

                      About Sears Methodist

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

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

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

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

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


SHEA HOMES: Moody's Assigns 'B2' Rating on New $750MM Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed $750
million of new senior unsecured notes of Shea Homes Limited
Partnership ("Shea"), proceeds of which will be used to refund the
existing $750 million of senior secured notes due 2019.  In the
same rating action, Moody's affirmed the company's B2 Corporate
Family Rating and B2-PD Probability of Default Rating, assigned
SGL-2 speculative grade liquidity rating, and raised the outlook to
positive from stable.

Moody's took the following rating actions on Shea Homes Limited
Partnership:

  -- $750 million of senior unsecured notes in two tranches, due
2023 and 2025, both assigned B2 (LGD 4);

  -- Corporate Family Rating, affirmed at B2;

  -- Probability of Default, affirmed at B2-PD;

  -- Speculative grade liquidity rating, assigned SGL-2;

  -- Outlook changed to positive from stable

The change in outlook to positive from stable reflects Moody's
expectation that Shea will bring its elevated debt leverage down to
respectable levels over the next one to two years through earnings
growth while maintaining relatively flat debt levels.  Pro forma
for the proposed debt offering and refunding of a like amount of
notes, Shea's adjusted debt to capitalization ratio will be 61%.
Moody's anticipates that the company will work that figure down to
the mid-50% range by year-end 2015, which is more representative of
its current B2 rating, and to the low 50% range in 2016, which
could offer support for a higher rating.

The company's current ratings reflect the high Moody's-adjusted
debt leverage; the company's sizable California concentration,
which could hurt in any future downturn; the likelihood that joint
venture exposure will increase, although the recourse portion will
remain manageable; the continuing related party transactions
(although these too have been diminishing), which create the risk
that any potential problems of Shea family-owned companies could
leach into Shea's own back yard; and our belief that the company
will continue investing in additional land despite its long land
supply, which will likely result in negative cash flow generation.

At the same time, however, current ratings are supported by the
company's strong performance in key credit metrics other than debt
leverage, including gross margins, return on assets, and interest
coverage.  While Moody's expect gross margin performance to decline
because of the increasing cost of new land that is replacing lower
cost lots, interest coverage will benefit from approximately $15
million of interest cost savings from the new debt.  In addition,
Shea possesses a number of inherent strengths that many of its
peers lack, including its 47-year track record through numerous
down cycles, support from being part of a well-regarded 130-year
old diversified group of companies owned by the Shea family (as
evidenced by capital injections of $120 million in 2007 and $75
million in 2011), top 10 market position in each of its key
markets, and a reasonably strong active-adult brand name
(Trilogy).

The SGL-2 rating assigned indicates that Moody's expect Shea to
maintain good liquidity over the next 12 to 18 months.  In addition
to the company's replacing a $125 million secured revolver with a
larger ($175 million) unsecured revolver that matures two years
later (2018 vs. 2016), Shea is replacing its large $750 million
secured note issue maturing in 2019 with two unsecured tranches
that mature four to six years later.  Pro forma for the offering of
the new notes and Shea's use of its own cash to pay fees and
expenses, the company should have approximately $200 million of
unrestricted cash to help offset our expectation of sizable
negative cash flow generation that is largely driven by
discretionary land spend.  Moody's expect the revolver to remain
undrawn and for the company to maintain compliance with maintenance
financial cevenants that are not overly restrictive.

An upgrade will occur if the company reduces its debt leverage to
the low 50% range without sacrificing its solid earnings
performance and good liquidity.  A downgrade could occur if
pre-impairment losses were again to occur, if adjusted debt
leverage were to remain above the 65% level, or if liquidity were
to be noticeably impaired.

As was the case when Shea had an all secured capital structure, the
new notes and revolver, now all unsecured, will represent the
preponderance of its liability structure, thereby keeping the
rating on the notes at the same level as the Corporate Family
Rating.  The new notes and revolver will be guaranteed by
substantially all of Shea's operating subsidiaries.  The B2 rating
on Shea's existing senior secured notes are not affected, and will
be withdrawn upon completion of the proposed refinancing.

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

Established in 1968 and headquartered in Walnut, CA, Shea is one of
the largest private homebuilding companies in the U.S.  The company
currently operates in 63 active selling communities located in 10
of the country's top 20 housing markets across nine states.  It
sells homes with selling prices ranging from approximately $149,000
to $1,700,000 for entry level, move-up, luxury and active adult
homebuyers.  In 2014, Shea closed 1,985 homes with an average
selling price of about $564,000, generating total revenues from the
sales of homes, land and homebuilding-related activities of
approximately $1.1 billion and pretax income of approximately $152
million.


SHILO INN: California Bank & Trust Has Greenlight to Foreclose
--------------------------------------------------------------
California Bank & Trust is entitled to foreclose its liens against
its security interests in Shilo Inn, Seaside East, LLC; Shilo Inn,
Newberg, LLC; and Shilo Inn, Rose Garden, LLC's real and personal
property, including rents and leasehold interests, Oregon District
Judge Marco A. Hernandez.

CB&T is entitled to the issuance of writs of execution directing
the U.S. Marshal to levy on and sell the Property, the Court said.
To the extent that the U.S. Marshal collects money from the sales
of the Property and deposits those funds into the registry of the
Court, those funds shall be allocated to the payment of the
Judgments in these actions. All right, title, claim, or interest of
the Shilo Defendants, or any of them, and all of the persons
claiming by, through, or under them, or any of them, subsequent to
the execution of the Deeds of Trust for the Property, including any
real or leasehold estates, or any part thereof, are declared
inferior and subordinate to CB&T's liens and are forever foreclosed
except only for the statutory right of redemption allowed by law.
Any and all Defendants claiming any right, title, estate, lien, or
interest in and to the Property, or any part thereof, and any and
all persons claiming any right, title, estate, lien, or interest in
the Property, or any part thereof, subsequent to the date of CB&T's
Deeds of Trust are forever foreclosed of any such right, title,
estate, lien, or other interest as against CB&T in this action.

CB&T is entitled to become a credit bidder and purchaser at the
sale(s) by the U.S. Marshal. The purchaser at the sale(s) is
entitled to exclusive possession of the Property from and after the
date of sale(s) and is entitled to such remedies as are available
at law to secure possession. CB&T is entitled to its reasonable
attorneys' fees and expenses, in an amount to be proven at a later
date. CB&T is entitled to a deficiency judgment against the Shilo
Defendants as to their respective loans in an amount to be
established after completion of the foreclosure sale(s).

The Shilo Inn entities originally entered into the loans in 2005
and 2006 with Vineyard Bank.  CB&T acquired the loans in September
2009, by agreement with the FDIC, as receiver for Vineyard.  Shilo
Inn et al. defaulted on the Notes and Deeds of Trust in or about
September 2009 by failing to make the monthly payments due under
the Loan Documents.

     Loan                Indebtedness as of Oct. 1, 2014
     ----                -------------------------------
     Seaside Loan                  $2,514,062.37
     Newberg Loan                  $2,179,582.94
     Rose Garden Loan              $2,049,467.25
     Hemstreet Loan                $5,951,045.00

The case is, CALIFORNIA BANK & TRUST, as assignee of the Federal
Deposit Insurance Corporation, as receiver for Vineyard Bank, a
California banking corporation, Plaintiff, v. SHILO INN, SEASIDE
EAST, LLC, an Oregon limited liability company, and MARK S.
HEMSTREET, an Oregon resident, Defendants, SEASIDE EAST, LLC Nos.
3:12-cv-506-HZ (lead case), 3:12-cv-508-HZ (member case),
3:12-cv-509-HZ (member case) (D. Ore.).  A copy of the Court's
March 6, 2015 Opinion and Order is available at http://is.gd/HwqOaI
from Leagle.com.

Counsel to CB&T:

     Eric D. Lansverk, Esq.
     Joseph A.G. Sakay, Esq.
     HILLIS CLARK MARTIN & PETERSON P.S.
     1221 Second Avenue, Suite 500
     Seattle, WA 98101
     Tel: 206-623-1745
     Fax: 206-623-7789
     E-mail: eric.lansverk@hcmp.com
             Joseph.sakay@hcmp.com

          - and -

     Hal Mark Mersel, Esq.
     Ren R. Hayhurst, Esq.
     BRYAN CAVE LLP
     3161 Michelson Drive, Suite 1500
     Irvine, CA 92612-4414
     Tel: (949) 223-7160
     Fax: (949) 437-8760
     E-mail: mark.mersel@bryancave.com
             ren.hayhurst@bryancave.com

                   About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge
Richard M. Neiter presides over the case.  Shilo Inn, Twin Falls,
estimated assets of at least $10 million and debt of at least $1
million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise agreed
with the claimholder, with unsecured claims to be paid over a
three-month period from the Plan Effective Date.


ST. STEPHENS ECONOMIC: Case Summary & Top Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                      Case No.
      ------                                      --------
      St. Stephens Economic Development Corp      15-13360
      7739 Mayfield Avenue
      Elkridge, MD 21075

      St. Stephens AME Church                     15-13361
      7741 Mayfield Avenue
      Elkridge, MD 21075

Chapter 11 Petition Date: March 10, 2015

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

Judge: Hon. James F. Schneider (15-13360)
       Hon. Nancy V. Alquist (15-13361)

Debtors' Counsel: James C. Olson, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804
                  Email: jolson@jamesolsonattorney.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petitions were signed by Rev. Alicia D. Byrd, authorized
representative.

A list of St. Stephens Economic's 15 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb15-13360.pdf

A list of St. Stephens AME's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb15-13361.pdf


SUN BANCORP: Bank Closes Sale of Assets and Liabilities to Sturdy
-----------------------------------------------------------------
Sun National Bank, a wholly-owned banking subsidiary of Sun
Bancorp, Inc., completed its previously announced sale of certain
assets and liabilities relating to the Bank's six offices in Cape
May County, New Jersey, and one office in Atlantic County, New
Jersey, to Sturdy Savings Bank, according to a document filed with
the Securities and Exchange Commission.

The sale, which was effected pursuant to a Purchase and Assumption
Agreement with Sturdy, dated as of July 2, 2014, included
approximately $153 million in deposits and approximately $64
million in loans.  The Company expects to record a net gain on
sale, after adjusting for the book value of fixed assets, of
approximately $9.2 million.

                        About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

For the year ended Dec. 31, 2014, the Company reported a net loss
available to common shareholders of $29.8 million on $90.2 million
of total interest income compared to a net loss available to common
shareholders of $9.94 million on $105.08 million of total interest
income during the prior year.

As of Dec. 31, 2014, Sun Bancorp had $2.71 billion in total assets,
$2.47 billion in total liabilities and $245 million in total
shareholders' equity.


TEXOMA PEANUT: Has Until May 3 to Decide on Leases
--------------------------------------------------
U.S. Bankruptcy Judge Tom Cornish has given Texoma Peanut Company
until May 3, 2015, to either assume or reject unexpired leases of
nonresidential real property.

                         About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961 as
a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes
Goodman as bankruptcy accountants.

The Debtors say they have $49 million in assets.  Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance.   Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.

As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.

The Debtors sought bankruptcy for protection with plans to sell all
of their core business assets and, thereafter, file a joint plan of
reorganization.  The Debtors expect that by Nov. 24, 2014, they
will have obtained a court order approving the bid procedures and
scheduling an auction date and final sale hearing.  The Debtors
intend to consummate the sale on or prior to Dec. 31, 2014.

The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case
said that it wasn't able to appoint a committee of unsecured
creditors.


TEXOMA PEANUT: Hearing Set on Amendments to DIP Facility
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma was
set to hold a hearing on March 11, 2015, to consider the latest
amendments to a loan agreement between Texoma Peanut Co. and Wells
Fargo Bank N.A.

The amended loan agreement extends the maturity of the loan to the
earlier of the occurrence of an "event of default," or April 16,
2015.

The agreement also lowers the amount that Wells Fargo is committed
to fund the company to be the aggregate outstanding principal
amount of the loans on the amendment effective date (an amount
approximately equal to $16,061,660 as of Feb. 19, 2015), according
to court filings .

Under the amended agreement, Texoma is prohibited from making
debits to or withdrawals from its collection account.  The company
will have no access to the collection account or to funds deposited
in the account.   

A copy of the document detailing the latest amendments to the loan
agreement is available for free at http://is.gd/RkxGr8

                         About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961 as
a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes
Goodman as bankruptcy accountants.

The Debtors say they have $49 million in assets.  Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance.   Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.

As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.

The Debtors sought bankruptcy for protection with plans to sell all
of their core business assets and, thereafter, file a joint plan of
reorganization.  The Debtors expect that by Nov. 24, 2014, they
will have obtained a court order approving the bid procedures and
scheduling an auction date and final sale hearing.  The Debtors
intend to consummate the sale on or prior to Dec. 31, 2014.

The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case
said that it wasn't able to appoint a committee of unsecured
creditors.


TLC HEALTH: Has Until April 13 to Propose Chapter 11 Plan
---------------------------------------------------------
The Bankruptcy Court granted TLC Health Network an extension until
April 13, 2015, of its exclusive period to file a chapter 11 plan,
and an extension until June 3 of the period to solicit acceptances
of the plan.

The Debtor, in its motion, stated that the extension would prevent
others from filing rival plans in court and maintain TLC Health's
control over its bankruptcy case.  The health care provider said
the extension would allow it to develop a restructuring plan while
negotiating with potential buyers that have submitted non-binding
letters of intent to acquire its assets.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
special health care law and corporate counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.



TLC HEALTHCARE: Cash Collateral Hearing Continued Until April 13
----------------------------------------------------------------
The Bankruptcy Court continued until April 13, 2015, at 1:00 p.m.,
the hearing to consider TLC Health Network's motion to use cash
collateral in which secured creditors including Brooks, Community
Bank N.A., UPMC, and Dormitory Authority of the State of New York
have interest.  At the hearing, which was continued from Feb. 23,
the Court will also consider a motion to prohibit use of cash
collateral.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
special health care law and corporate counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.



TRACK GROUP: Sapinda Asia Reports 50.6% Stake as of March 9
-----------------------------------------------------------
Sapinda Asia Limited directly owned 5,127,853 shares of common
stock of SecureAlert, inc., as of March 9, 2015, constituting
approximately 50.6% of the Shares outstanding.  By virtue of his
relationship with Sapinda Asia, its sole shareholder and a
director, Lars Windhorst may be deemed to beneficially own the
Shares beneficially owned by Sapinda Asia.  In addition, as of
March 9, 2015, Mr. Windhorst directly owned 100,196 Shares, or
approximately 1% of the Shares outstanding.

Sapinda also disclosed that amendment No. 3 to the Schedule 13D,
filed with the SEC on Nov. 5, 2013, erroneously reported the sale
of 628,251 Shares at a price of $19.00 per Share on Oct. 29, 2013.
No such transaction occurred and Sapinda Asia remains the direct
and beneficial owner of the 628,251 Shares referenced in that
Amendment No.3.  Sapinda Asia said it was in discussions to sell
the 628,251 Shares in a private transaction, but no agreement could
be reached and the transaction was not completed.

A copy of the Amended No.5 to the Schedule 13D filed with the
Securities and Exchange Commission is available for free at:

                        http://is.gd/Mx73Zm

                         About Track Group

Track Group (formerly SecureAlert) is a global provider of
customizable tracking solutions that leverage real-time tracking
data, best-practice monitoring, and analytics capabilities to
create complete, end-to-end solutions.  Visit Web site
http://www.trackgrp.com/.  

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.9 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.9 million for the fiscal year ended Sept. 30,
2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


TRUMP ENTERTAINMENT: Ex-Employee Denied Admin. Expense Claim
------------------------------------------------------------
Bankruptcy Judge Kevin Gross in Delaware denied the motion of Tapal
Sarker, a former employee of Trump Entertainment Resorts, Inc.,
seeking allowance and payment of an administrative expense claim
pursuant to Section 503(b)(1)(A)(ii) of the Bankruptcy Code.  Judge
Gross sustained the Debtors' objection to Mr. Sarker's claim, and
reclassified the claim from a priority claim to a general unsecured
claim.

Prior to the Petition Date, Mr. Sarker was employed by the Debtors.
On April 9, 2009, the Debtors terminated Mr. Sarker's employment.
On August 19, 2010, Mr. Sarker initiated a civil action in the
United States District Court for the District of New Jersey
charging the Debtors with violating the Family and Medical Leave
Act in terminating his employment.  On December 5, 2012, the
District Court assigned pro bono counsel to assist Mr. Sarker with
the FMLA Action trial.

On May 23, 2014, after a three-day trial, a jury found in favor of
Mr. Sarker in the FMLA Action and awarded damages in the amount of
$47,500.00. On May, 27, 2014, the District Court entered judgment
in favor of Mr. Sarker, awarding $47,500.00 in damages, "with
costs".  On June 13, 2014, Mr. Sarker filed motions with the
District Court seeking to amend the FMLA Judgment to include
attorneys' fees, costs, and pre- and post-judgment interest. On
August 11, 2014, Mr. Sarker obtained a Writ of Execution against a
bank account maintained by the Debtors at T.D. Bank, N.A. in the
amount of $47,500.00, and on August 22, 2014, he filed a motion
with the District Court seeking turnover of the levied funds.

A copy of the Court's March 9, 2015 Memorandum Opinion is available
at http://is.gd/xQojgLfrom Leagle.com.

                About Trump Entertainment Resorts

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

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

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

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

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

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

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


TS EMPLOYMENT: James S. Feltman Approved as Chapter 11 Trustee
--------------------------------------------------------------
The Bankruptcy Court approved the appointment of James S. Feltman,
as Chapter 11 trustee for TS Employment, Inc.

William K. Harrington, U.S. Trustee for Region 2, selected
Mr. Feltman pursuant to the order dated Feb. 20, 2015 directing the
U.S. Trustee to appoint a trustee in the Debtor's case.

The Chapter 11 trustee bond is initially set at $4,750,000.  The
bond may require adjustment as the trustee collects and liquidates
assets of the estate, and the trustee is directed to inform the
Office of the U.S. Trustee when changes to the bond amount are
required or made.

As reported in the Troubled Company Reporter on Feb. 27, 2015, Bill
Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News,
reported that the Debtor consented to the appointment of a Chapter
11 trustee who will supplant management.  According to the report,
following a Feb. 19 conference to discuss witnesses and evidence,
U.S. Bankruptcy Judge Martin Glenn in New York signed an order
directing the appointment of a Chapter 11 trustee, noting that the
company consented and there were no other objections.  The
appointment request was made by the U.S. Trustee who asserted that
Tengion's discovery that it had failed to pay the Internal Revenue
Service as much as $100 million in withholding taxes is "difficult
to comprehend" given how the company's business -- and "presumably"
its expertise -- centers on paying payroll taxes.

                       About TS Employment

Based in New York, TS Employment Inc. is a professional employer
organization that provides payroll-related services.  Its only
customer is publicly held Corporate Resource Services, Inc., a
diversified technology, staffing, recruiting, and consulting
services firm.  TS processes payroll of up to 30,000 employees.

TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y.
Case No. 15-10243) in Manhattan on Feb. 2, 2015.  Judge Martin
Glenn is assigned to the case.

The Debtor estimated at least $100 million in assets and debt.

The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant.



ULTIMATE NUTRITION: Committee Taps GlassRatner as Finc'l. Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ultimate Nutrition, Inc., et al., sought approval from the
U.S. Bankruptcy Court for the District of Connecticut to retain
GlassRatner Advisory & Capital Group LLC, as its financial advisor,
effective as of Feb. 2, 2015.

The Committee selected GlassRatner to serve as its financial
advisor asserting that GlassRatner professionals have extensive
experience and knowledge in analyzing and evaluating business
operations, financial conditions and prospects, developing
strategies for accomplishing proposed transactions, assessing
valuations, and providing other support related to reorganizations
and sales of assets.

Consistent with the terms of an engagement letter dated Feb. 4,
2015, GlassRatner has agreed to provide these services on behalf of
the Creditors Committee:

   a. Analyze the Debtors' operations and financial results prior
      to and after the Petition Date, as the Committee deems
      necessary;

   b. Investigate and analyze the potential for additional sources
      of recovery to the Debtors' estates;

   c. Review the financial aspects of any Disclosure Statement and

      Plan of Reorganization;

   d. Develop, as necessary, a liquidation/waterfall analysis
      and/or valuation based on GlassRatner's evaluation of the
      underlying facts and circumstances;

   e. Negotiate on behalf of the Committee with relevant parties;

   f. Advise the Committee and its counsel on various financial
      and business matters associated with the Debtors;

   g. Address any related financial and business issues, as
      requested by the Committee and/or its counsel;

   h. Investigating any potential causes of action or fraudulent
transfers;

   i. Attend meetings of creditors and confer with representatives
of the
      Committee, the Debtors and their counsel; and

   j. Report to the Committee and its counsel on a regular basis.

GlassRatner will seek to be compensated on an hourly fee basis, and
will request reimbursement of actual and necessary expenses
incurred in relation to the anticipated services to be rendered.

The customary hourly rates, subject to periodic adjustments,
charged by GlassRatner professionals are:

         Professional                        Hourly Rate
         ------------                        -----------
         Evan Blum (Principal)                  $525
         Blanche Zelmanovich (Director)         $400
         Marc Levee (Vice President)            $325
         David Neyhart (Senior Associate)       $275
         Associates and Other Staff          $95 to $275

Nevertheless, GlassRatner has agreed to use a maximum blended
hourly rate of $350 for the engagement.  

All of GlassRatner's out-of-pocket costs will be billed at actual
cost incurred.  In matters where travel is required, GlassRatner
will bill 50% of its travel time.

                         Debtors React

In response to the Committee's employment application of
GlassRatner, the Debtors relate that in order to avoid or at least
minimize the services GlassRatner was retained to provide, they
have offered to make available to the Committee, subject to an
appropriate confidentiality agreement, any document reasonably
requested by the Committee and to share with the Committee any
business and financial analysis which Marcum LLP will be providing
to them.

The Debtors request that, as a reasonable term and condition of
GlassRatner's anticipated employment pursuant to Section 328(a) of
the Bankruptcy Code, the Court should impose a cap of $20,000 on
the firm's hourly charges plus expenses, subject to increase for
cause upon application to and approval by the Court after notice
and a hearing.  The Debtors note that at GlassRatner's maximum
blended hourly rate of $350 per hour, this cap will allow for 57
hours of service to the Committee, which should be more than
sufficient to assist the Committee in both understanding the
Debtors' business and financial profile and negotiating with the
Debtors on a plan.

                     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.  



VALEANT PHARMACEUTICALS: Moody's Rates $1BB Secured Loan A-4 'Ba1'
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 (LGD2) to the
incremental senior secured Term Loan A and Term Loan B of Valeant
Pharmaceuticals International, Inc.  Moody's also assigned a rating
of B1 (LGD5) to Valeant's new senior unsecured note offering,
initially issued by subsidiary VRX Escrow Corp.  There are no
changes to Valeant's existing ratings including the Ba3 Corporate
Family Rating, the Ba3-PD Probability of Default rating, the SGL-2
Speculative Grade Liquidity Rating, the Ba1 senior secured rating
and the B1 senior unsecured rating.  The rating outlook is
positive.

Proceeds of the new debt instruments are to be used in Valeant's
pending acquisition of Salix Pharmaceuticals Ltd.

Valeant Pharmaceuticals International, Inc.

  -- $1.0 billion Senior Secured Term Loan A-4, Assigned
     Ba1(LGD2)

  -- $2.75 billion Senior Secured Term Loan B, Ser. F-1, Assigned
     Ba1(LGD2)

  -- $1.8 billion Senior Secured Term Loan B, Ser. F-2, Assigned
     Ba1(LGD2)

VRX Escrow Corp.

  -- Senior Unsecured Regular Bond/Debenture USD Tranches due
     2020, 2023, 2025, Assigned B1(LGD5)

  -- Senior Unsecured Regular Bond/Debenture EUR Tranche due
     2023, Assigned B1(LGD5)

The new senior unsecured notes will initially be issued by the
wholly-owned subsidiary VRX Escrow Corp., but then assumed by
Valeant Pharmaceuticals International, Inc. upon close of the Salix
transaction.

Valeant's Ba3 Corporate Family Rating reflects its medium albeit
growing scale in the global pharmaceutical industry, its strong
diversity, its high profit margins, and its good cash flow.  The
ratings are also supported by low exposure to patent cliff risks,
good near-term organic growth, and a successful acquisition track
record.  The combination of Valeant and Salix will result in a
revenue base of over $10 billion.  However, the rating also
reflects the risks associated with an aggressive acquisition
strategy, including moderately high financial leverage, integration
risks, rapid capital structure changes, and reliance on cost
synergies.  In addition, while 2015 organic growth looks solid for
Valeant, strong organic growth over a multi-year period has yet to
be established given the company's high reliance on acquisitions
for growth.

Valeant's liquidity will remain good, with annual free cash flow of
more than $2 billion over the next 12 to 18 months and a $1.5
billion revolving credit facility.  However, in the quarters
following the completion of the Salix acquisition, Moody's expects
tighter covenant cushions with respect to the senior secured
leverage ratio until the combined company realizes EBITDA growth
and simultaneously reduces debt.

The rating on the senior secured credit facilities is one-notch
lower than the outcome from Moody's Loss Given Default (LGD)
methodology, reflecting the potential for future changes in
Valeant's capital structure over the next few years given Valeant's
role as an active consolidator in the industry.

The rating outlook is positive reflecting Valeant's increased size
and diversity following the acquisition, and Moody's expectations
for strong organic growth and improving free cash flow.  Valeant's
ratings could be upgraded if Moody's believes debt/EBITDA will be
sustained around 4.0 times while maintaining good organic growth.
Conversely, the ratings could be downgraded if Moody's believes
debt/EBITDA will be sustained above 5.0 times or if other risk
factors emerge, such as low organic growth, pipeline deterioration,
or litigation or regulatory compliance issues.

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

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. ("Valeant") is a global specialty
pharmaceutical company with expertise in branded dermatology, eye
health, neuroscience products, branded generics and OTC products.
Valeant reported $8.3 billion in total revenue during 2014.


VALEANT PHARMACEUTICALS: S&P Rates $9.6BB Unsecured Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
ratings to Laval, Quebec-based pharmaceutical company Valeant
Pharmaceuticals International Inc.'s proposed issuance of about
$9.6 billion of unsecured notes with various maturities.  S&P
assigned a recovery rating of '6' to these notes, reflecting its
expectation for negligible recovery (0% to 10%) on these
obligations in the event of a payment default.

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 research and development (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.
$9.6 Bil. Unsecured Notes*               B
   Recovery Rating                        6

*Various maturities.



WALTER ENERGY: Director Mascall Won't Stand for Re-Election
-----------------------------------------------------------
Graham Mascall notified Walter Energy, Inc., of his decision not to
stand for re-election as a member of the Company's Board of
Directors at the Annual Meeting of Stockholders of the Company to
be held April 23, 2015.  Mr. Mascall's decision was not due to any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices, according to a
regulatory filing with the Securities and Exchange Commission.

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America.  The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas.  Walter Energy employs
approximately 2,700 employees, with operations in the United
States, Canada and the United Kingdom.  For more information about
Walter Energy, please visit www.walterenergy.com.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.

As of Dec. 31, 2014, Walter Energy had $5.38 billion in total
assets, $5.10 billion in total liabilities and $282 million in
stockholders' equity.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy to 'CCC+' from 'SD'.  S&P believes the
company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'.
"The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away."


WEST CORP: Has Secondary Offering of 11 Million Common Shares
-------------------------------------------------------------
West Corporation announced an underwritten public offering of
11,000,000 shares of common stock by certain of its existing
stockholders.  All of the shares of common stock in the offering
will be sold by investors related to Thomas H. Lee Partners, L.P.
and Quadrangle Group LLC.  The selling stockholders anticipate
granting an option to the underwriters to purchase an additional
1,650,000 shares owned by them.  Neither the Company nor the
Company's management is selling any shares of common stock in the
offering, and the Company will not receive any proceeds from the
offering by the selling stockholders.

In addition, the Company announced that it has entered into an
agreement with the selling stockholders to repurchase 1,000,000
shares of common stock from the selling stockholders in a private
transaction, concurrently with the closing of the offering, at the
price at which the shares of common stock are sold to the public in
the offering, less underwriting discounts and commissions.  The
closing of the share repurchase is contingent on, and expected to
occur simultaneously with, the closing of the offering, subject to
the satisfaction of other customary conditions. The closing of the
offering is not contingent on the closing of the share repurchase.

The lead joint book-running managers of the offering are Goldman,
Sachs & Co. and Morgan Stanley & Co. LLC, along with book-running
managers BofA Merrill Lynch, Barclays Capital Inc., Citigroup,
Deutsche Bank Securities Inc. and Wells Fargo Securities.

A shelf registration statement relating to these securities was
filed and became effective with the Securities and Exchange
Commission.  Information about the offering is available in the
preliminary prospectus supplement also filed with the SEC.  Copies
of the preliminary prospectus supplement and the accompanying
prospectus relating to the offering may be obtained by contacting:

Goldman, Sachs & Co.          Morgan Stanley & Co. LLC
Prospectus Department          Prospectus Department
200 West Street             180 Varick Street, 2nd Floor
New York, NY 10282          New York, NY 10014
Tel: 866-471-2526                 Tel: 866-718-1649
Fax: 212-902-9316                      E-mail:
prospectus@morganstanley.com    
E-mail: prospectus-ny@ny.email.gs.com

                   About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with
services that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp reported net income of $158 million in 2014 following
net income of $143 million in 2013.

As of Dec. 31, 2014, West Corp had $3.81 billion in total assets,
$4.47 billion in total liabilities, and a $660 million total
stockholders' deficit.

                         Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity needs,
we may be forced to reduce or delay capital expenditures or the
payment of dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness. We cannot
make assurances that we would be able to take any of these actions,
that these actions would be successful and permit us to meet our
scheduled debt service obligations or that these actions would be
permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indenture that governs our outstanding notes. Our senior secured
credit facilities documentation and the indenture that governs the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * our debt holders under other debt subject to cross default or
     cross acceleration provisions could declare all outstanding
     principal and interest on such other debt to be due and
     payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company stated in its 2014 Report.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WESTMORELAND COAL: Charles Frischer Has 5.6% Stake as of March 4
----------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Charles Frischer disclosed that as of March 4, 2015, he
beneficially owned 997,521 shares of common stock of Westmoreland
Coal Company which represents 5.6 percent of the shares
outstanding.  Libby Frischer Family Partnership also owned
12,310 common shares as of that date.

The total amount of funds required to acquire the Shares acquired
by Mr. Frischer and the Partnership were $17,167,800 and $323,577,
respectively.  Mr. Frischer used personal funds and funds in his
IRA to acquire his Shares and the Partnership used funds from its
reserves to acquire its Shares.

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

                        http://is.gd/yvK2RE

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for the
year ended Dec. 31, 2014, compared to a net loss applicable to
common shareholders of $6.05 million on $675 million of revenue in
2013.  The Company incurred a net loss applicable to common
shareholders of $8.58 million in 2012.

As of Dec. 31, 2014, the Company had $1.82 billion in total assets,
$985 million in total debt and $365 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


[*] AlixPartners Survey Points to an Increase in Ch. 11 Filings
---------------------------------------------------------------
AlixPartners, the global advisory firm, on March 10 released its
Ninth Annual North American Restructuring Experts Survey and 2015
Outlook.  Restructuring experts from across the US believe that
following a cyclical decline in Chapter 11 business filings in
recent years, the cycle may have bottomed and the market could be
set for an increase in bankruptcies.  In addition, the survey shows
that the energy sector, both in the US and internationally, is
expected to be an area with the greatest potential for
restructuring activity in the year ahead.  While Chapter 11 filings
have decreased since 2009, 47% of experts surveyed predict an
increase in the year ahead, while 31% expect no change.

The number of pre-negotiated and prepackaged bankruptcies has
increased steadily since 2008.  Experts tend to believe that this
trend is here to stay, with 53% of experts surveyed expecting a
further increase and 40% expecting no change.

The Outlook for Business Credit

In terms of expectations for the availability of credit for
businesses and corporations, 41% of restructuring experts expect a
tightening in the availability of revolving lines of credit and
traditional bank loans, with 34% foreseeing no change.
Consequently, an overwhelming majority (99%) of experts surveyed
believe that the role of non-traditional lenders and investors will
continue to grow in the term loan market.

Compounding the challenge for some companies facing restructuring
situations, 74% of experts surveyed believe that CLO ownership
negatively impacts restructurings.  One possible explanation for
this view is that borrowers with loans securitized into CLOs may
find it more difficult to renegotiate or restructure their loans.

Global Restructuring Outlook

With global economies experiencing volatility, restructuring
experts were asked where they see the greatest likelihood of
corporate restructuring work in the year ahead.  They answered that
Western Europe (52%) and Latin America (37%) are the two regions
with the greatest potential to generate restructuring situations,
followed by Asia (24%) and Russia (19%).

Expectations for Industry Sector Vulnerability

When asked which industries are likely to face the most distress in
2015, respondents concluded that energy and resources was the top
pick in both the U.S. (79%) and globally (78%), most likely due to
the steep drop in commodity prices since June.  Several energy
companies are in the pipeline to be restructured, and the continued
decline in energy prices was a major business story during the
period when the survey was conducted, making it a top-of-mind issue
for respondents.

Retail was the second pick in the U.S. (52%) and the third pick
globally (29%).  While retail is an industry that is always seen as
ripe for restructuring -- due to evolving consumer preferences and
other factors -- a key driving factor in recent years has been the
rise of e-commerce, which continues to put pressure on traditional
brick-and-mortar retailers.

Healthcare was third on the U.S. list (25%) but near the bottom of
the global list (2%).  In the U.S., the reforms of the Affordable
Care Act, along with other changes, are upending established
business models for healthcare companies, with restructurings
likely to play out over the next several years.  However,
healthcare is run -- or heavily regulated -- by the government in
most other countries, so the sector is far more stable in those
markets.

Lessons From the Past

When asked who is to blame for repeat bankruptcies, respondents
said they blame financial restructurings that are not deep enough
(38%) and a company's operations not being adequately fixed the
first time (32%).  When asked about priorities for fixing the
bankruptcy code, 27% of experts cited lease assumption/rejection
deadlines and 22% cited extensions of exclusivity.  Both of these
point to the constrained deadlines within which debtors must work
when in bankruptcy.

For senior leaders at companies that maybe on the brink, the margin
for error that has existed over the past several years may be
dwindling.  Although prepackaged bankruptcies -- often perceived as
a quicker and less expensive way to restructure -- are expected to
grow, experts are wary of financial restructurings that are not
deep enough and restructurings that don't adequately fix the
underlying operating problems, causing some companies to take a
second and third trip to the bankruptcy courts.

     About the North American Restructuring Experts Survey
                         and 2015 Outlook

The Ninth Annual North American Restructuring Experts Survey and
2015 Outlook, based on interviews conducted in late 2014 with 165
restructuring industry experts, highlights the evolving state of
the restructuring industry and forecasts developments over the next
12 months.  The survey polls senior attorneys, investment bankers,
fund managers and other restructuring professionals across the
United States about their outlook for the restructuring industry
and related topics.  To download a copy of the report overview
please click here: http://www.alixpartners.com/Survey2015

                        About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is a global
business advisory firm of results-oriented professionals who
specialize in creating value and restoring performance at every
stage of the business life cycle.


[*] Dorsey Bankruptcy Partner Annette Jarvis Named to ACB Board
---------------------------------------------------------------
International law firm Dorsey & Whitney LLP on March 11 disclosed
that Annette Jarvis, a partner in the Firm's Bankruptcy and
Financial Restructuring Group and a member of the Firm's Management
Committee, has been named to the American College of Bankruptcy
(ACB) Board of Directors.  An ACB Fellow since 2001 and a co-chair
on the Educational Program Subcommittee for the Tenth Circuit, Ms.
Jarvis has long been an active supporter of the mission of the
College and a frequent participant in ACB events and programs.  She
will serve a term of two years on the 17-member ACB Board of
Directors.

Ms. Jarvis has extensive experience in representing banks and other
financial institutions, debtors, trustees, examiners, creditors'
committees, creditors, indenture trustees, equity holders, public
bond holders and purchasers of assets in Chapter 11 bankruptcy
cases and out-of-court workouts.  She also represents receivers in
state and federal receivership cases, and has been involved in
state insurance rehabilitations and liquidations.

"Annette has an incredibly successful practice and handles some of
the most complex bankruptcy and restructuring matters," noted
Dorsey Managing Partner Ken Cutler.  "She feels passionately about
the importance and development of bankruptcy law and its practice
in this country and contributes not only as a practicing attorney,
but as a thought leader and educator in her chosen specialty.  We
are proud of her and pleased with the American College of
Bankruptcy's decision to name her to their Board of Directors."

The ACB is an honorary public service association of bankruptcy and
insolvency professionals who are invited to join as Fellows based
on a proven record of the highest standards of professionalism plus
service to the profession and their communities.  Together with its
affiliated Foundation, the College is the largest financial
supporter of bankruptcy and insolvency-related pro bono legal
service programs in the United States. Among its many activities,
the ACB conducts advanced educational programs, sponsors the
publication of scholarly reports, and maintains the National
Bankruptcy Archives at the University of Pennsylvania.

                    About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With locations across the United States and in Canada,
Europe and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs. Dorsey
represents a number of the world's most successful companies from a
wide range of industries, including leaders in the banking, energy,
food and agribusiness, health care, mining and natural resources,
and public-private project development sectors, as well as major
non-profit and government entities.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Juan Jose Garcia
   Bankr. C.D. Cal. Case No. 15-10726
      Chapter 11 Petition filed March 3, 2015

In re All Investments, Inc.
   Bankr. C.D. Cal. Case No. 15-10727
      Chapter 11 Petition filed March 3, 2015
         See http://bankrupt.com/misc/cacb15-10727.pdf
         represented by: M. Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES, LLP
                         E-mail: jhayes@srhlawfirm.com

In re LMS Holdings, LLC
   Bankr. M.D. Fla. Case No. 15-00907
      Chapter 11 Petition filed March 3, 2015
         See http://bankrupt.com/misc/flmb15-00907.pdf
         represented by: Robert A. Heekin, Jr., Esq.
                         THAMES MARKEY AND HEEKIN, P.A.
                         E-mail: rah@tmhlaw.net

In re Patricia V. Shockley and Ronald J. Shockley
   Bankr. M.D. Fla. Case No. 15-00919
      Chapter 11 Petition filed March 3, 2015

In re The Global Marketing Network, Inc.
        dba The Global Network
   Bankr. N.D. Ga. Case No. 15-54151
      Chapter 11 Petition filed March 3, 2015
         See http://bankrupt.com/misc/ganb15-54151.pdf
         represented by: John J. McManus, Esq.
                         JOHN J. MCMANUS & ASSOCIATES, P.C.
                         E-mail: jmcmanus@mcmanus-law.com

In re J & M Restaurant Enterprises Inc
   Bankr. N.D. Ill. Case No. 15-07439
      Chapter 11 Petition filed March 3, 2015
         See http://bankrupt.com/misc/ilnb15-07439.pdf
         represented by: Xiaoming Wu, Esq.
                         LEDFORD, WU & BORGES, LLC
                         E-mail: notice@billbusters.com

In re Ada A. Giron
   Bankr. N.D. Ill. Case No. 15-07521
      Chapter 11 Petition filed March 3, 2015

In re Jose Ascencion Zapata
   Bankr. D. Nev. Case No. 15-11086
      Chapter 11 Petition filed March 3, 2015

In re Derwin C. Roca
   Bankr. D.N.J. Case No. 15-13727
      Chapter 11 Petition filed March 3, 2015

In re Jeffrey B. Laskin
   Bankr. E.D.N.C. Case No. 15-01168
      Chapter 11 Petition filed March 3, 2015

In re P & A Fisher Oil Company, Inc.
   Bankr. M.D. Pa. Case No. 15-00843
      Chapter 11 Petition filed March 3, 2015
         See http://bankrupt.com/misc/pamb15-00843.pdf
         represented by: John J. Martin, Esq.
                         LAW OFFICES JOHN J. MARTIN
                         E-mail: jmartin@martin-law.net

In re Greg Scott Collier and Amy Renee Collier
   Bankr. E.D. Tenn. Case No. 15-30616
      Chapter 11 Petition filed March 3, 2015

In re Kule Designs, LLC
   Bankr. W.D. Tex. Case No. 15-10322
      Chapter 11 Petition filed March 3, 2015
         See http://bankrupt.com/misc/txwb15-10322.pdf
         represented by: Frank B. Lyon, Esq.
                         E-mail: franklyon@me.com

In re Timothy Dayton Woodard
   Bankr. N.D. Tex. Case No. 15-40944
      Chapter 11 Petition filed March 3, 2015

In re SAR LLC
   Bankr. D. Ariz. Case No. 15-02209
      Chapter 11 Petition filed March 4, 2015
         Filed Pro Se

In re Emil Soorani, M.D.
   Bankr. C.D. Cal. Case No. 15-10741
      Chapter 11 Petition filed March 4, 2015
         represented by: Dennis E. McGoldrick, Esq.
                         E-mail: dmcgoldricklaw@yahoo.com

In re David R. Silveria and Victoria A. Silveria
   Bankr. C.D. Cal. Case No. 15-11084
      Chapter 11 Petition filed March 4, 2015
         represented by: Warren G. Enright, Esq.
                         ENRIGHT LAW CENTER
                         E-mail: enrightlawcenter@gmail.com

In re Larry D. Johnson
   Bankr. C.D. Cal. Case No. 15-11090
      Chapter 11 Petition filed March 4, 2015
         represented by: Daniel J. Weintraub, Esq.
                         WEINTRAUB & SELTH APC
                         E-mail: dan@wsrlaw.net

In re 6500 Hollywood Blvd, LLC
   Bankr. C.D. Cal. Case No. 15-13303
      Chapter 11 Petition filed March 4, 2015
         See http://bankrupt.com/misc/cacb15-13303.pdf
         represented by: Sandford Frey, Esq.
                         CREIM MACIAS KOENIG & FREY, LLP
                         E-mail: Sfrey@cmkllp.com

In re Docare Clinic, Inc.
   Bankr. M.D. Fla. Case No. 15-02176
      Chapter 11 Petition filed March 4, 2015
         See http://bankrupt.com/misc/flmb15-02176.pdf
         represented by: Leon A. Williamson, Jr., Esq.
                         LEON A. WILLIAMSON, JR., P.A.
                         E-mail: leon@lwilliamsonlaw.com

In re RKR Enterprises, Inc.
        dba Electrical Solutions
   Bankr. D. Haw. Case No. 15-00260
      Chapter 11 Petition filed March 4, 2015
         See http://bankrupt.com/misc/hib15-00260.pdf
         represented by: Ramon J. Ferrer, Esq.
                         LAW OFFICE OF RAMON J. FERRER
                         E-mail: ramonlawfirm@hotmail.com

In re Crystal Altonia Combs
   Bankr. D. Md. Case No. 15-12946
      Chapter 11 Petition filed March 4, 2015
         Filed Pro Se

In re Summit Well Services, L.L.C.
   Bankr. S.D. Tex. Case No. 15-70116
      Chapter 11 Petition filed March 4, 2015
         See http://bankrupt.com/misc/txsb15-70116.pdf
         represented by: Antonio Villeda, Esq.
                         LAW OFFICE OF ANTONIO VILLEDA
                         E-mail: avilleda@mybusinesslawyer.com
In re Davis-Venture Properties, LLC
   Bankr. N.D. Ala. Case No. 15-40336
      Chapter 11 Petition filed March 5, 2015
         See http://bankrupt.com/misc/alnb15-40336.pdf
         represented by: Harry P. Long, Esq.
                         THE LAW OFFICES OF HARRY P. LONG, LLC
                         E-mail: ecfpacer@gmail.com

In re Verdugo Multi Specialty Medical Group, Inc.
   Bankr. C.D. Cal. Case No. 15-13348
      Chapter 11 Petition filed March 5, 2015
         See http://bankrupt.com/misc/cacb15-13348.pdf
         represented by: Vakhe Khodzhayan, Esq.
                         KG LAW
                         E-mail: vahe@lawyer.com

In re Lawrence David Blatterfein and Grace Karen Blatterfein
   Bankr. M.D. Fla. Case No. 15-02206
      Chapter 11 Petition filed March 5, 2015

In re Robert Pick
   Bankr. N.D. Ill. Case No. 15-07812
      Chapter 11 Petition filed March 5, 2015

In re Young Men's Christian Association of Corinth, Mississippi
        dba Corinth SportsPlex
   Bankr. N.D. Miss. Case No. 15-10826
      Chapter 11 Petition filed March 5, 2015
         See http://bankrupt.com/misc/msnb15-10826.pdf
         represented by: Robert Gambrell, Esq.
                         GAMBRELL & ASSOCIATES, PLLC
                         E-mail: rg@ms-bankruptcy.com

In re Martha L. Garcia
   Bankr. D. Nev. Case No. 15-11168
      Chapter 11 Petition filed March 5, 2015

In re Cindy Cantlon
   Bankr. D. Nev. Case No. 15-50292
      Chapter 11 Petition filed March 5, 2015

In re Almosta Ranch Inc.
        dba Interstate All Battery Center
   Bankr. D.N.M. Case No. 15-10524
      Chapter 11 Petition filed March 5, 2015
        See http://bankrupt.com/misc/nmb15-10524.pdf
         represented by: William F. Davis, Esq.
                         WILLIAM F. DAVIS & ASSOCIATES, P.C.
                         E-mail: daviswf@nmbankruptcy.com

In re Digomi Allied Group Inc.
   Bankr. E.D.N.Y. Case No. 15-40948
      Chapter 11 Petition filed March 5, 2015
         See http://bankrupt.com/misc/nyeb15-40948.pdf
         Filed Pro Se

In re William W. Yoder
   Bankr. E.D. Pa. Case No. 15-11568
      Chapter 11 Petition filed March 5, 2015

In re Traffic Marking Systems, Inc.
   Bankr. W.D. Pa. Case No. 15-20748
      Chapter 11 Petition filed March 5, 2015
         See http://bankrupt.com/misc/pawb15-20748.pdf
         represented by: Aurelius P. Robleto, Esq.
                         ROBLETO LAW
                         E-mail: apr@robletolaw.com

In re Nicholas N. Ninosky and Dessie M. Ninosky
   Bankr. W.D. Pa. Case No. 15-70152
      Chapter 11 Petition filed March 5, 2015

In re Pamela F. Carpenter
   Bankr. D.V.I. Case No. 15-30003
      Chapter 11 Petition filed March 5, 2015

In re Stephen C. Haskell and Martha J. Haskell
   Bankr. E.D. Wash. Case No. 15-00764
      Chapter 11 Petition filed March 5, 2015

In re West 16th Street Owner LLC
   Bankr. S.D.N.Y. Case No. 15-10515
      Chapter 11 Petition filed March 6, 2015
         See http://bankrupt.com/misc/nysb15-10515.pdf
         represented by: Arnold Mitchell Greene, Esq.
                         ROBINSON BROG LEINWAND GREENE GENOVESE &
                         GLUCK, P.C.
                         E-mail: amg@robinsonbrog.com

In re Sander Stagman
   Bankr. N.D. Ill. Case No. 15-70120
      Chapter 11 Petition filed March 6, 2015

In re Premise Concepts, Inc.
   Bankr. D. Minn. Case No. 15-40750
      Chapter 11 Petition filed March 6, 2015
         See http://bankrupt.com/misc/mnb15-40750.pdf
         represented by: John D. Lamey, III, Esq.
                         LAMEY LAW FIRM, P.A.
                         E-mail: bankrupt@lameylaw.com

In re Turner Oakwood Properties, LLC
   Bankr. E.D.N.C. Case No. 15-01276
      Chapter 11 Petition filed March 6, 2015
         See http://bankrupt.com/misc/nceb15-01276.pdf
         represented by: William F. Braziel, III, Esq.
                         THE JANVIER LAW FIRM
                         E-mail: bbraziel@janvierlaw.com

In re Adan Torres Quinone
   Bankr. D.P.R. Case No. 15-01675
      Chapter 11 Petition filed March 6, 2015

In re Michael McCann
   Bankr. S.D. Tex. Case No. 15-70120
      Chapter 11 Petition filed March 6, 2015

In re Doug A. Huntington
   Bankr. D. Wash. Case No. 15-40995
      Chapter 11 Petition filed March 6, 2015

In re Michael Casimir Cerni and Bernadette Mallo Cerni
   Bankr. N.D. Ill. Case No. 15-08092
      Chapter 11 Petition filed March 7, 2015

In re Fabrica De Muebles FMP
   Bankr. D.P.R. Case No. 15-01675
      Chapter 11 Petition filed March 7, 2015
         See http://bankrupt.com/misc/prb15-01675.pdf
         See http://bankrupt.com/misc/prb15-01675amended.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         SANTIAGO & GONZALEZ
                         E-mail: bufetesg@gmail.com

In re Millard W. Tong
   Bankr. N.D. Cal. Case No. 15-30275
      Chapter 11 Petition filed March 8, 2015
         represented by: Lawrence A. Jacobson, Esq.
                         LAW OFFICES OF COHEN AND JACOBSON
                         E-mail: laj@jacobsonattorneys.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***