TCR_Public/150324.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 24, 2015, Vol. 19, No. 83

                            Headlines

ALLIED NEVADA: Has Interim Approval of Equity Trading Protocol
ALLIED NEVADA: Has Interim OK to Pay $10.9-Mil. to Critical Vendors
ALLISON TRANSMISSION: Fitch Rates Proposed Term B-4 Loan 'BB'
AMERICAN SPECTRUM: Ch. 11 Case Venue Transferred to California
AMERICAN SPECTRUM: Section 341 Meeting Scheduled for April 28

APARTMENT INVESTMENT: S&P Raises Corp. Credit Rating From 'BB+'
ARALCO SA: April 28 Hearing on Bid for Brazilian Case Recognition
ATLANTIC CITY, NJ: Unease Over Emergency Managers' Appointment
BPZ RESOURCES: Can Employ Hawash Meade as Co-Counsel
BPZ RESOURCES: Seeks to Employ Stroock as Ch. 11 Counsel

BR ENTERPRISES: Files Schedules of Assets and Liabilities
BRIGHTER CHOICE: Fitch Lowers Rating on $15.1MM Bonds to 'C'
CACHE INC: Files Schedules of Assets and Liabilities
CAL DIVE: Sec. 341(a) Creditors Meeting Slated for April 13
CAREFREE WILLOWS: Adequate Protection Payments Reduced

CENTERPOINT ENERGY: Fitch Affirms BB+ Rating on Jr. Sub. Debenture
CHASSIX HOLDINGS: Section 341(a) Meeting Set for April 15
CHESTER COMMUNITY: Fitch Affirms 'BB' Rating on $54.3MM 2010A Bonds
CITADEL PLASTICS: A Schulman Proposal No Effect on Moody's Ratings
CLIFFS NATURAL: Proposes to Offer $500 Million First Lien Notes

COLISEUM BAR: Case Summary & 8 Largest Unsecured Creditors
CONAGRA FOODS: Fitch Affirms 'BB+' Rating on Subordinated Notes
D & L ENERGY: Hearing on Case Conversion Continued Until March 25
D & L ENERGY: Seeks to Extend Deadline to File Avoidance Actions
DEB STORES: Court Sets Deadline for Filing Administrative Claims

DISTRICT AT MCALLEN: Villada OK'd as Counsel to Contest Involuntary
DUCOMMUN INC: Moody's Says Finc'l. Restatement is Credit Negative
DUNE ENERGY: U.S. Trustee Forms Creditors' Committee
EDMENTUM INC: Out of Compliance of Loan
FALCON STEEL: March 30 Hearing on Confirmation of 1st Amended Plan

FEDERATION EMPLOYMENT: Proposes Rust Omni as Claims Agent
FEDERATION EMPLOYMENT: Proposes Togut Segal as Co-Counsel
FEDERATION EMPLOYMENT: Taps Garfunkel Wild as Bankruptcy Counsel
FEDERATION EMPLOYMENT: Wants Until May 2 to File Schedules
FIRST CONNECTICUT: Creditor Wants Info on 341(a) Creditors Meeting

FORD MOTOR: Moody's Assigns (P)Ba1 Subordinated Shelf Rating
FORESIGHT ENERGY: Moody's Affirms B2 CFR, Outlook Positive
GASFRAC ENERGY: Obtains CCAA Court Approval for Sale Agreement
GBG RANCH: Torrecillas Says Plan Is Ambiguous
GENERAL MOTORS: Ignition-Switch Death Toll Rises to 74

GOLD RIVER: Has Deal with Loan Oak on Use of Cash Collateral
GOLD RIVER: Hearing on Trustee Motion Continued Until April 1
GOLD RIVER: Receiver Authorized to Continue Possession of Property
GORDIAN MEDICAL: Plan Confirmation Hearing Continued Until May 6
HANOVER INSURANCE: Fitch Affirms 'BB' Rating on 2 Debentures

HAYDEL PROPERTIES: Court Closes Chapter 11 Bankruptcy Case
HOWREY LLP: More Former Partners Reach Settlements with Trustee
HS 45 JOHN: Meeting of Creditors Scheduled for March 31
J CREW: Moody's B3 CFR Unaffected by 2014 Q4 Weak Results
JHK INVESTMENTS: Can Use Bay City's Cash Collateral Until March 31

JHK INVESTMENTS: CBIZ to Work on 2013 and 2014 Tax Returns
JHK INVESTMENTS: Halloran & Sage Approved as Counsel
KARMALOOP INC: Case Summary & 30 Largest Unsecured Creditors
KARMALOOP INC: Online Retailer Files for Chapter 11 to Sell
KARMALOOP: May Have to File for Bankruptcy This Week

KIOR INC: Judge Extends Deadline to Remove Suits to May 11
LIBERTY TOWERS: Meeting of Creditors Adjourned to March 30
LIONS GATE: Hunan Financing Deal No Impact on Moody's Ratings
MARBURN STORES: Meeting to Form Creditors' Panel Set for March 27
MASSACHUSETTS DEVELOPMENT: S&P Cuts Serie 2007 Bonds Rating to BB-

MERUELO MADDUX: East West Bank to Sell Stake in Promissory Note
METRO AFFILIATES: Trustee Has MOU with Liberty Mutual
MOLYCORP INC: Hires Miller Buckfire to Probe Capital Structure
NATIONAL FINANCIAL: Moody's Keeps B3 CFR Over Increased Term Loan
NEW LOUISIANA: Court Extends Plan Filing Deadline to April 30

OW BUNKER: Committee Taps Hunton & Williams as Attorneys
PARK FLETCHER: Wants Schedules Filing Deadline Moved to March 24
PARK MERIDIAN: Court Consolidates Case with 7220 LLC
PENN PRODUCTS: S&P Assigns 'BB-' Issuer Credit Rating
PLATTSBURGH SUITES: Lender Wants Court to Dismiss Bankruptcy Case

QUICKSILVER RESOURCES: March 25 Meeting Set to Form Panel
REALTY EQUITIES GOSHEN: Shopping Center to Be Sold on April 15
RESPONSE BIOMEDICAL: Releases Q4 and 2014 Financial Results
RITE AID: Fitch Rates New $1.8-Bil. Sr. Unsecured Notes 'B/RR4'
ROADMARK CORP: Has Access to Cash Collateral Until April 7

SOBELMAR ANTWERP: Section 341(a) Meeting Scheduled for April 15
SOCIAL CLUB: Voluntary Chapter 11 Case Summary
SOUTHERLY HILLS: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: S&P Withdraws 'BB-' CCR Following Acquisition
STANDARD REGISTER: March 24 Meeting Set to Form Creditors' Panel

STATE FISH: Deluca Sisters Defend Hiring of Avant's George Blanco
STATE FISH: J. DeLuca Says Perkins Has Conflict of Interest
STATE FISH: R. Todd Neilson Named as Chapter 11 Trustee
SUNOCO LP: Fitch Assigns 'BB' LT Issuer Default Rating
SYNIVERSE HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative

TRANSOCEAN INC: S&P Lowers CCR to 'BB+', Off Watch Negative
TRIDENT RESOURCES: S&P Revises Outlook to Neg. & Affirms CCC+ CCR
TRUMP ENTERTAINMENT: Exclusivity Termination Bid Withdrawn
USA SYNTHETIC: Section 341 Meeting Set for April 28
VAN NUYS FINANCE: Case Summary & 12 Largest Unsecured Creditors

YKA INDUSTRIES: Case Summary & 6 Largest Unsecured Creditors
[*] Deloitte Names Timothy Skillman Director in Los Angeles Office
[^] Large Companies With Insolvent Balance Sheet

                            *********

ALLIED NEVADA: Has Interim Approval of Equity Trading Protocol
--------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware gave Allied Nevada Gold Corp., et al., interim
authority to establish notification and hearing procedures for
transfers of, or claims of worthlessness with respect to, certain
equity securities.

As previously reported by The Troubled Company Reporter, 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 are
approximately $177 million as of the Petition Date, which amounts
could be even higher when the Debtors emerge from chapter 11.
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 propose that 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.

A hearing to consider the entry of a final order granting the
relief sought in the motion will be held on April 15, 2015, at
10:30 a.m. (prevailing Eastern Time).  Objections are due April 8.

                        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: Has Interim OK to Pay $10.9-Mil. to Critical Vendors
-------------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware gave Allied Nevada Gold Corp., et al., interim
authority to pay critical vendor claims provided that those
payments will not exceed $10.9 million in the aggregate.

At the final hearing on the motion, scheduled to be held on April
15, 2015, at 10:30 a.m. (prevailing Eastern Time), the Debtors will
ask the Court to allow them to pay up to $11.4 million for critical
vendor claims.  Objections to the final approval of the request are
due April 8.

The Court requires the Debtors to condition payment of critical
vendor claims upon the execution of a trade agreement in terms at
least as favorable to the Debtors as those practices and programs
in place prior to the Petition Date.

                        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.


ALLISON TRANSMISSION: Fitch Rates Proposed Term B-4 Loan 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to Allison
Transmission, Inc.'s (ATI) proposed secured $470 million Term B-4
Loan. ATI is a subsidiary of Allison Transmission Holdings, Inc.
(ALSN). The Issuer Default Ratings (IDRs) for ALSN and ATI are
'BB-', and the Rating Outlook for both entities is Positive.

The proposed Term B-4 Loan will be incorporated into ATI's existing
secured credit agreement via an amendment. The proposed loan will
mature on Aug. 23, 2019, which is the same maturity date as ATI's
existing $1.8 billion Term B-3 Loan. Proceeds from the proposed
Term B-4 Loan will be used to pay for the tender of ATI's $471
million in 7.125% senior unsecured notes that was announced on
March 18, 2015.

KEY RATING DRIVERS

The ratings for ALSN and ATI are supported by the company's strong
competitive position in the global market for fully automatic
transmissions for commercial, industrial and military vehicles and
equipment.

ALSN's market position in North America is very strong, with 95% of
all school buses and 74% of Class 6 and 7 medium-duty commercial
trucks manufactured with the company's transmissions in 2014. In
addition, over half of the Class 8 straight trucks sold in North
America in 2014 were manufactured with the company's transmissions,
and unlike most Tier 1 suppliers, ALSN's brand name commands a
price premium from end users.

ALSN's market penetration outside North America is much smaller, as
commercial vehicle end users in most global markets continue to
choose manual transmission over automatics. However, acceptance of
fully automatic transmissions for commercial truck applications is
growing outside the U.S., particularly for certain vocational
vehicles, such as city buses and emergency vehicles. This has been
especially true in emerging markets like China and India, where
ALSN is well positioned for future growth opportunities.

The secured revolver and term loans that make up ATI's credit
facility, including the proposed Term B-4 Loan, are rated 'BB', one
notch above ATI's IDR, due to their collateral coverage, which
includes virtually all of ATI's assets. Fitch notes that property,
plant, and equipment and intangible assets (including intellectual
property) comprised $2 billion of the $4.8 billion in assets on
ALSN's consolidated balance sheet at year-end 2014.

Rating risks include the heavy cyclicality of the global commercial
vehicle and industrial end markets, volatile raw material costs,
the relative lack of global diversification in ALSN's current
business, moderately high leverage and a concentrated maturity
schedule. However, on the last point, Fitch notes that credit
facility amendments over the past several years have shifted all of
ALSN's term loan obligations to 2017 and 2019, removing near-term
refinancing risk but potentially creating challenges in later
years. The company's strong profitability and free cash flow (FCF)
generation place it in a relatively good position to manage
industry cyclicality, and it is also notable that ALSN's
transmissions are primarily used in the less-cyclical vocational
truck market, rather than in the more cyclical Class 8 linehaul
market where end users continue to prefer manual transmissions.
Despite these strengths, a broad-based global downturn in
commercial vehicle and off-road equipment production would pressure
ASLN's profitability and FCF.

ALSN's credit profile is characterized by strong margins and FCF
generation but moderately high leverage. Fitch-calculated leverage
(debt/Fitch-calculated EBITDA) at year-end 2014, was 3.43x, with
$2.5 billion in debt and Fitch-calculated full-year EBITDA of $735
million. The Fitch-calculated EBITDA margin, at 34.5%, remained
very strong for a capital goods manufacturer and was up from 32.6%
in 2013. Fitch expects leverage to trend down somewhat over the
intermediate term through a combination of EBITDA growth and debt
amortization. With strong FCF and virtually all of its debt in the
form of secured term loans, ALSN has the financial flexibility to
reduce leverage further in the intermediate term if it chooses to
do so, although it ended 2014 within its net leverage target range,
suggesting that in the near term, cash returns to shareholders will
take priority over discretionary debt reduction. In 2014, ALSN paid
$92 million in common dividends and repurchased $250 million of its
common stock, and at year-end 2014, the company had $500 million of
share repurchase authorization remaining.

The company's liquidity position at year-end 2014 was more than
sufficient to meet its near-term cash obligations and included $263
million in cash and cash equivalents, augmented by $455 million in
availability on its $465 million secured revolving credit facility
(after accounting for $9.9 million in letters of credit). Only $35
million, or 13%, of the company's cash and cash equivalents was
located outside the U.S. at year end 2014.

KEY ASSUMPTIONS

-- Global commercial vehicle demand strengthens modestly over the

    intermediate term.

-- ALSN continues to grow its emerging-market commercial vehicle
    penetration.

-- Margins continue to grow over the intermediate term, primarily

    on higher production volumes.

-- Capital spending equals a little over 3% of annual revenue
    over the next several years.

-- The company uses share buybacks to regulate the level of cash
    on its balance sheet, maintaining a cash position of about
    $150 million.

RATING SENSITIVITIES

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

-- A decline in Fitch-calculated EBITDA leverage to below 3.5x;

-- An increase in the global diversification of its revenue base;

-- Maintaining EBITDA and FCF margins near current levels;

-- Continued positive FCF generation in a weakened demand
    environment.

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

-- A sharp decline in commercial vehicle production, especially
    in North America that leads to significantly lower margins and

    FCF;

-- An increase in leverage to above 4.5x for a prolonged period;

-- A merger or acquisition that results in higher leverage or
    lower margins over an extended period;

-- A competitive entry into the market that results in a
    significant market share loss.

Fitch currently rates ALSN and ATI as follows, with a Positive
Outlook:

ALSN

-- Long-term IDR of 'BB-';

ATI

-- Long-term IDR of 'BB-';
-- Secured revolving credit facility rating of 'BB';
-- Secured term loan rating of 'BB';
-- Senior unsecured notes rating of 'B+'.



AMERICAN SPECTRUM: Ch. 11 Case Venue Transferred to California
--------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, issued an order
transferring the venue of American Spectrum Realty, Inc.'s
voluntary Chapter 11 case from the Southern District of Texas to
the Central District of California after hearing arguments from
both the Debtor, the Debtor's officers and counsel, and the
creditors who filed an involuntary petition against the Debtor, and
the U.S. Trustee.

The Petitioning Creditors filed a motion asking the California
Court to transfer the venue of the Debtor's Chapter 11 case to the
Central District of California where the involuntary bankruptcy
case was filed.  The Petitioners also asked the California Court to
direct the appointment of a Chapter 11 trustee, arguing that the
Debtor's voluntary Chapter 11 filing was made in bad faith and that
a Chapter 11 trustee would protect the creditors of the estate.

The Debtor argues that the Petitioners' motions should be denied
because, for one, they do not have standing to file an involuntary
petition as their sole alleged "claims" are unpaid stock dividends.
Thus, the Petitioners are insiders and shareholders and are not
eligible to file an involuntary petition.  Because the Petitioners
do not have standing to file the involuntary petition, the Debtor
asked the California Court to dismiss the involuntary petition.

Judge Clarkson, finding that the Texas Bankruptcy Case was filed in
bad faith and was a cynical and ill-advised attempt to forum shop
by the Debtor, granted the Petitioners relief from the automatic
stay to pursue all available rights and remedies they may have to
enforce the terms of the Amended and Restated Articles
Supplementary for 8% Cumulative Preferred Stock, Series B of the
Debtor.  Judge Clarkson also ordered the Debtor's vice president
and general counsel, James L. Hum, and counsel, Richard L. Fuqua,
II, Esq., to show cause why they should not be held in contempt of
the automatic stay, which exists in the involuntary Chapter 11
case, and why they should not be sanctioned not more than $50,000
jointly and severally for filing the Texas Bankruptcy Case.  Judge
Clarkson, however, discharged and vacated the OSC.

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--
is a real estate investment company that owns, through an operating
partnership, interests in office, industrial/commercial, retail,
self-storage, retail, multi-family properties and undeveloped land
throughout the United States.  American Spectrum Management Group,
Inc., a wholly-owned subsidiary of the Company, manages and leases
all properties owned by American Spectrum Realty, Inc. as well as
for third-party clients, totaling 7 million square feet in multiple
states.  American Spectrum Realty was formed in 2000 and began
publicly trading on the New York Stock Exchange in 2001.

Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A
Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term
Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition
for American Spectrum in Santa Ana, California, on Feb. 13, 2015
(Bankr. C.D. Cal. Case No. 15-10721).

The involuntary case is assigned to Judge Scott C Clarkson.

James C Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

American Spectrum has affiliates that have pending bankruptcy
cases.  One of them is Verdugo, LLC, a single asset real estate
that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case
No. 15-10701) on Feb. 12, 2015.  The Debtor estimated assets of $10
million to $50 million and liabilities of $1 million to $10
million.  Judge Scott C. Clarkson presides over the case.


AMERICAN SPECTRUM: Section 341 Meeting Scheduled for April 28
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of American Spectrum
Realty, Inc. will be held on April 28, 2015, at 11:00 a.m. at
Houston, 515 Rusk Suite 3401.  The deadline for creditors to file
their proofs of claim is July 27, 2015.

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 American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--
is a real estate investment company that owns, through an
operating partnership, interests in office, industrial/commercial,
retail, self-storage, retail, multi-family properties and
undeveloped land throughout the United States.  American Spectrum
Management Group, Inc., a wholly-owned subsidiary of the Company,
manages and leases all properties owned by American Spectrum
Realty, Inc. as well as for third-party clients, totaling 7 million
square feet in multiple states.  American Spectrum Realty was
formed in 2000 and began publicly trading on the New York Stock
Exchange in 2001.

American Spectrum Realty, Inc., filed a voluntary Chapter 11
petition (Bankr. S.D. Tex. Case No. 15-31514) in Houston, Texas, on
March 16, 2015, a month after creditors submitted an involuntary
petition to send American Spectrum to bankruptcy.
The petition was signed by James Hurn as vice president & general
counsel.  The Debtor reported total $345 million in total assets
and $347 million in debt on the Petition Date.  The case is
assigned to Judge Letitia Z. Paul.  The Debtor has tapped Richard L
Fuqua, II, Esq., at Fuqua & Associates, PC, in Houston, as
counsel.

Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P.,
D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term
Mortgage Fund III, L.P. -- filed an involuntary Chapter 11
petition for American Spectrum in Santa Ana, California, on
Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721).  The
involuntary case is assigned to Judge Scott C Clarkson.
James C Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

At a hearing held on March 19, 2015, Judge Clarkson ordered the
transfer of the voluntary case to the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division.  This court
will administer both the Texas Bankruptcy Case and the Involuntary
Bankruptcy Case pursuant to Federal Rule of
Bankruptcy Procedure 1014(b).

American Spectrum has affiliates that have pending bankruptcy
cases.  One of them is Verdugo, LLC, a single asset real estate
that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case
No. 15-10701) on Feb. 12, 2015.  The Debtor estimated assets of $10
million to $50 million and liabilities of $1 million to $10
million.  Judge Scott C. Clarkson presides over the case.


APARTMENT INVESTMENT: S&P Raises Corp. Credit Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Apartment Investment and Management Co. (AIMCO) to 'BBB-'
from 'BB+'.  The outlook is stable.  At the same time, S&P raised
its issue-level rating on the company's preferred stock to 'BB'
from 'B+'.

"We incorporate AIMCO's large and well-diversified portfolio with
good geographic and price point diversity into our assessment of
its business risk profile," said credit analyst Michael Souers.
"Additionally, the quality of the company's portfolio has benefited
from active asset recycling and redevelopment of existing
communities."

The stable outlook reflects S&P's expectations that multifamily
fundamentals remain sound and will support moderate rent and NOI
growth.  EBITDA should increase modestly over the next one to two
years, which along with moderate debt reduction should result in
continued improvement in AIMCO's leverage and coverage metrics.

S&P would consider lowering the corporate credit rating if AIMCO
cannot sustain the improvements to its balance sheet and key
coverage metrics such that debt to EBITDA rises above 7.5x, FCC
declines below 2.0x, and debt to undepreciated capital rises above
50% for a sustained period of time.

While unlikely over the next one to two years, S&P would consider
raising the rating if the company rent and NOI growth outpace
peers, current development projects are completed with no stumbles,
and continued balance sheet deleveraging drives debt to EBITDA in
the low-6x range with FCC in the mid- to high-2x range.



ARALCO SA: April 28 Hearing on Bid for Brazilian Case Recognition
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
set a hearing to consider Aralco S.A. et al's request to recognize
the Brazilian Proceedings as foreign main proceedings on April 28,
2015, in Room 523, One Bowling Green in New York, New York.

                         About Aralco S.A.

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

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

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


ATLANTIC CITY, NJ: Unease Over Emergency Managers' Appointment
--------------------------------------------------------------
Josh Dawsey and Heather Haddon, writing for The Wall Street
Journal, reported that while there are many who view New Jersey
Gov. Chris Christie's appointment of emergency managers for
Atlantic City as a demonstration of bold leadership, some
residents, business owners and local officials question whether the
emergency managers will make the situation better in the struggling
city.

According to the Journal, in New Jersey, Atlantic City is an
experiment in whether state control is the answer to the resort
destination's long-standing problems.  While governors have
previously controlled some aspects of troubled cities such as
Newark, Trenton and Camden, the state hasn't previously imposed an
emergency manager, the Journal noted.

                      *     *     *

The Troubled Company Reporter, on Jan. 23, 2015, citing the
Associated Press reported that New Jersey Gov. Chris Christie named
an emergency manager for Atlantic City, leaving the door open for
the seaside gambling resort to file for bankruptcy if it can't get
its finances under control.  The Republican governor and likely
presidential candidate appointed a corporate turnaround specialist
as the city's emergency manager, and tabbed the man who led Detroit
through its municipal bankruptcy as his assistant, the AP said.

On Jan. 29, the TCR reported that Standard & Poor's Ratings
Services has lowered its general obligation rating on Atlantic
City, N.J., four notches to 'BB' from 'BBB+' and placed it on
CreditWatch with negative implications.

The day before, the TCR reported that Moody's Investors Service has
downgraded Atlantic City's GO debt to Caa1 with a negative outlook
from Ba1, and on Jan. 27, the TCR said Moody's has downgraded
Atlantic City Municipal Utilities Authority's (NJ) water revenue
debt to B2 from Ba1, and assigned a negative outlook.


BPZ RESOURCES: Can Employ Hawash Meade as Co-Counsel
----------------------------------------------------
BPZ Resources, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Texas, Victoria
Division, to employ Hawash Meade Gaston Neese & Cicack LLP as
bankruptcy co-counsel.

As co-counsel, HMGNC will provide the following services:

   (a) to assist, advise and represent the Debtor relative to the
administration of the Chapter 11 case;  

   (b) to assist, advise and represent the Debtor in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of liens and participating in and reviewing any proposed
asset sales or dispositions;

   (c) to attend meetings and negotiate with representatives of
various creditor and/or interest holder groups or individuals;  

   (d) to assist the Debtor in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;  

   (e) to take all necessary action to protect and preserve the
interests of the Debtor;  

   (f) to appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of Debtor before said Courts and the United
States Trustee; and  

   (g) to perform all other necessary legal services in the case.

Current hourly billing rates for HMGNC are:

   Walter Cicack, Esq.                    $450
   Associates                             $250 to $300
   Legal Assistants/Paralegals            $100  

The Debtor has been advised by HMGNC that disbursements for
expenses are not included in HMGNC's hourly rates and will be
separately billed as expenses of the proposed engagement.

Mr. Cicack, a partner with Hawash Meade Gaston Neese & Cicack LLP,
in Houston, Texas, assures the Court that his firm does not
represent any interest adverse to the Debtor or its estate, and is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by section 1107(b).

Mr. Cicack discloses that prior to the Petition Date, HMGNC was
paid $10,000 for prepetition bankruptcy representation and counsel.
Prior to the filing, HMGNC received a retainer of $10,000 which
was applied to prepetition services.

The firm may be reached at:

         Walter J. Cicack, Esq.
         HAWASH MEADE GASTON NEESE & CICACK LLP
         2118 Smith Street
         Houston, TX 77002
         Tel: (713) 658-9001
         Fax: (713) 658-9011
         Email: wcicack@hmgnc.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.


BPZ RESOURCES: Seeks to Employ Stroock as Ch. 11 Counsel
--------------------------------------------------------
BPZ Resources, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas, Victoria Division, to employ
Stroock & Stroock & Lavan LLP as Chapter 11 attorneys.

The Debtor anticipates that Stroock will render various legal
services, including, among other things, the following:

   (a) advising the Debtor with respect to its powers and duties as
a debtor-in-possession in the continued management and operation of
its business and properties;

   (b) advising and consulting on the conduct of the Chapter 11
case, including all of the legal and administrative requirements of
operating in Chapter 11;

   (c) attending meetings and negotiating with representatives of
creditors and other parties in interest;

   (d) taking necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending actions commenced against the Debtor and
representing the Debtor's interests in negotiations concerning
litigation in which the Debtor are involved, including objections
to claims filed against the Debtor's estate;

   (e) preparing, on behalf of the Debtor, pleadings, including
motions, applications, answers, orders, reports and papers
necessary or otherwise beneficial to the administration of the
Debtor's estate;

   (f) advising the Debtor in connection with obtaining
postpetition financing;

   (g) advising the Debtor in connection with any sale of its
assets;

   (h) consulting with the Debtor regarding tax matters;

   (i) appearing before the Bankruptcy Court and any appellate
courts to represent the interests of the Debtor's estate before
those courts; and

   (j) performing all other necessary or otherwise beneficial legal
services and providing legal advice to the Debtor in the Chapter 11
case.

Stroock's current hourly rates range as follows:

      Partners                          $850 to $1,175
      Associates                        $435 to $805
      Paraprofessionals                 $285 to $370

The following professionals are presently expected to have primary
responsibility for providing services to the Debtor:

   Kristopher Hansen, Esq.              $1,175 per hour
   Frank A. Merola, Esq.                $1,095 per hour
   Matthew G. Garofalo, Esq.              $760 per hour
   Elizabeth Taveras, Esq.                $625 per hour
   Odelia Lee, Esq.                       $535 per hour
   Michael Magzamen                       $365 per hour

In addition, Stroock customarily charges its clients for
identifiable, non-overhead expenses incurred in connection with the
client's case.

In connection with its retention by the Debtor prior to the
Petition Date, Stroock received a retainer payment in the amount of
$500,000.  In addition, Stroock received payments from the Debtor
for services performed prior to the Petition Date.  After applying
a portion of the Retainer to the outstanding balance as of the
Petition Date, including fees and expenses associated with the
filing of the Chapter 11 case, Stroock will hold the balance of its
$500,000 Retainer for general security for postpetition services
and expenses.

Frank A. Merola, Esq., a partner in Stroock's Financial
Restructuring Department, assures the Court that his firm does not
represent any interest adverse to the estate and its professionals
are "disinterested persons" as defined by Section 101(14) of the
Bankruptcy Code.

Pursuant to Appendix B–Guidelines, Mr. Merola states, among other
things, that his firm did not agree to any variation from, or
alternatives to, the standard or customary billing arrangements for
the engagement and that none of the professionals included in the
engagement vary their rate based on the geographic location of the
bankruptcy case.  Moreover, Mr. Merola says the Debtor has approved
a prospective budget and staffing plan for Stroock's engagement for
the postpetition period as appropriate.

J. Durkin Ledgard, the Chief Legal, Commercial and Administrative
Officer of BPZ, also filed a declaration stating that the Debtor
has approved Stroock's prospective budget and staffing plan for the
three-month period beginning on the Petition Date.  Mr. Ledgard
adds tells the Court that the Debtor recognizes that in the course
of large Chapter 11 cases like this one, it is possible that there
may be a number of unforeseen fees and expenses that will need to
be addressed by the Debtor and Stroock, thus, in  accordance with
the Revised UST Guidelines, the budget may be amended as necessary
to reflect changed expectations and/or unanticipated developments.


Stroock may be reached at:

         Kristopher M. Hansen, Esq.
         Frank A Merola, Esq.
         Matthew G Garofalo, Esq.
         Elizabeth Taveras, Esq.
         Odelia Lee, Esq.
         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038
         Tel: (212) 806-5400
         Fax: (212) 806-6006
         E-mail: khansen@stroock.com
                 fmerola@stroock.com
                 mgarofalo@stroock.com
                 etaveras@stroock.com
                 olee@stroock.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.


BR ENTERPRISES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
BR Enterprises filed with the U.S. Bankruptcy Court for the Eastern
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,522,627
  B. Personal Property            $3,899,609
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,836,230
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $125,262
                                 -----------      -----------
        TOTAL                    $14,422,236       $6,961,492

A copy of the schedules is available for free at:

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

                       About BR Enterprises

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

BR Enterprises owns 20.17 acres of undeveloped ranch located at
East of Interstate 5 and South of Lake California Drive, 2600 acres
of undeveloped ranch property located in Cottonwood California in
Tehama County; and 278 acres of contiguous parcels along HWY I-5.
The properties are valued at $10.5 million, according to the
schedules.

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

The case is assigned to Judge Michael S. McManus.

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

George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as the Debtor's counsel.

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



BRIGHTER CHOICE: Fitch Lowers Rating on $15.1MM Bonds to 'C'
------------------------------------------------------------
Fitch Ratings downgrades its rating on approximately $15.1 million
of education facility revenue bonds issued by the Industrial
Development Authority of the City of Phoenix, Arizona, on behalf of
Brighter Choice Charter Middle School for Boys and Brighter Choice
Charter Middle School for Girls, New York (BCCMS) to 'C' from 'B+'.
In addition, Fitch removes the Rating Watch Negative.

SECURITY

Education facility revenue bonds are a general obligation of BCCMS,
with the Brighter Choice Foundation (BCF) providing a guaranty for
debt service.  A custody agreement directs state of New York
(general obligation bonds rated 'AA+' by Fitch) educational aid
funding received by Albany City School District (the district) to
the bond trustee for the payment of debt service.  Other security
provisions include a debt service reserve funded to maximum annual
debt service (MADS) and a first mortgage lien on the schools'
facilities.

KEY RATING DRIVERS

CHARTER NOT RENEWED: The downgrade to 'C' reflects a decision by
the schools' authorizer not to renew their respective charters. The
schools will close and will be dissolved following expiration of
the charters at the end of the current academic year.  Fitch
believes elimination of the bonds' primary source of repayment and
dissolution of the obligated education corporations makes a payment
default or receivership inevitable.

FOUNDATION GUARANTY NOT SUFFICIENT: The resources available under
the foundation guaranty are not sufficient to make full and timely
debt service payments.  Fitch estimates the debt service reserve
fund and foundation resources could support scheduled debt service
payments for one to three years.

POSSIBLE LONG-TERM SOLUTIONS UNCLEAR: The schools and the
foundation are exploring certain options that could result in
continued payment of debt service obligations.  Fitch does not
expect these outcomes to be achievable under the bond documents
without first causing a payment default, receivership, or other
bondholder impairment.

RATING SENSITIVITIES

DEFAULT: Failure to make contractually required payments of
principle or interest, including due to acceleration of principal
by bondholders; receivership or dissolution of the obligors,
including the guarantor; or other impairment of bondholders would
cause Fitch to downgrade the bonds to 'D'.

CREDIT PROFILE

The schools are separate not-for-profit educational corporations,
each running a single-gender middle school in a shared facility in
Albany, NY.  Each school received a provisional five-year charter
in 2010 from its authorizer, the State University of New York
(SUNY), upon the recommendation of SUNY's Charter School Institute
(CSI).  The schools' start-up costs and facilities were sponsored
at inception by the foundation, which also guarantees debt service
on the bonds.  The bonds were issued in early 2012 to finance the
schools' purchase of the facilities from the foundation.  Each
school had applied in 2014 for a short-term, three-year charter
renewal upon expiration of the provisional charters in 2015.
Following a recommendation of non-renewal from CSI, the SUNY
trustees voted in March 2015 for non-renewal of the charters.



CACHE INC: Files Schedules of Assets and Liabilities
----------------------------------------------------
Cache, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $38,793,006
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,430,471
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $387,979
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $67,294,616
                                 -----------      -----------
        TOTAL                    $38,793,006      $84,113,066

A copy of the schedules is available for free at:

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

                       About CACHE, Inc.

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

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

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

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

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

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



CAL DIVE: Sec. 341(a) Creditors Meeting Slated for April 13
-----------------------------------------------------------
A meeting of creditors in the Chapter 11 cases of Cal Dive
International, Inc., et al., is scheduled for April 13, 2015, at
10:00 a.m. at J. Caleb Boggs Federal Building, 844 King Street 5th
Floor, Room 5209 Wilmington, Delaware.

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 Cal Dive International

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

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

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

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



CAREFREE WILLOWS: Adequate Protection Payments Reduced
------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada modified the order authorizing Carefree Willows
LLC to use the cash collateral of AG/ICC Willows Loan Owner LLC.

The order provides for monthly payments to be made to AG/ICC
Willows, as "adequate protection" for the use of its cash
collateral.  Two payments are required each month:

  1) minimum adequate protection payments of $75,000 due on the
10th business day, and

  2) additional adequate protection payments of "the funds in
excess of $125,000 held by the Debtor at the end of each month,
following payment of all operating expenses."

The modified order reduces the amount of adequate protection
payments.  The Debtor currently pays $230,000 per month as adequate
protection payments to AG/ICC and has paid $8,068,169 in adequate
protection payments during the case.  The value of the property has
significantly increased, and 20% of the income generated from the
business is from services provided by the Debtor to the residents
rather than the rent paid as cash collateral to AG/ICC.

A full-text copy of the Court's modified order is available for
free at http://is.gd/hstSEd

                     About Carefree Willows LLC

Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada.
Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 10-29932) on Oct. 22, 2010.  The Debtor disclosed $30.6
million
in assets and $36.5 million in liabilities as of the Chapter 11
filing.

The Law Offices of Alan R. Smith, in Reno, Nevada, serves as
counsel to the Debtor.  AG/ICC Willows Loan Owner, LLC, is
represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego,
Esq., Janet Dean Gertz, Esq., at COOLEY LLP.


CENTERPOINT ENERGY: Fitch Affirms BB+ Rating on Jr. Sub. Debenture
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating
(IDR) of CenterPoint Energy, Inc. (CNP) at 'BBB'.  Fitch has also
affirmed the Long-term IDR of CNP's subsidiaries CenterPoint Energy
Houston Electric, LLC (CEHE) and CenterPoint Energy Resources Corp.
(CERC) at 'BBB+' and 'BBB' respectively.  The Rating Outlook for
all three companies is Stable.  Approximately $6 billion of
outstanding long-term debt is affected.

KEY RATING DRIVERS

CenterPoint Energy, Inc. (CNP)

Regulated Operations Drive Performance

CNP's ratings and Outlook reflect stable earnings and cash flow
provided by its regulated electric and natural gas utility
operations.  In 2014, EBITDA from CNP's regulated utilities
represented 72% of consolidated EBITDA.  Natural gas distribution
operations, conducted through subsidiary CERC, benefit from
geographic diversity and various supportive recovery mechanisms.
Fitch considers CNP's electric transmission and distribution (T&D)
operations in Texas, operated by CEHE, as low risk due to the lack
of Provider of Last Resort (POLR) obligations and commodity risks,
and improving regulations that allows CEHE to recover its expenses
and investments without lengthy rate case filings providing a
better opportunity to earn its authorized returns.  Additionally,
Texas and Houston economy has consistently outperformed the
national average and fosters steady customer growth for both
electric and gas operations.

Midstream Partnership Manages to Preserve Credit Quality

CNP's share of Enable Midstream Partners' (Enable) EBITDA
represented approximately 26% of consolidated EBITDA in 2014. Fitch
affirmed Enable's BBB IDR in January 2015 despite the challenging
operating environment.  Enable's rating was primarily supported by
its relatively low leverage, significant fee-based earnings, scale
of operation and diversity of assets and customers.  Fitch's
primary credit concern for Enable is the commodity and volume
exposure associated with Enable's gathering and processing segment
which accounted for approximately 58% of gross margin at the end of
2014.  This segment generated 59% of the gross margin from fee
based contracts in 2014, over half of which was volume dependent.
89% of the transportation and storage segment's gross margin was
from fee based contracts and 7% of which is volume dependent.  The
gathering and processing volume will grow in the next few years but
at a slower pace.  Enable has lowered the outlook for natural gas
gathering and processing volume for 2015 by 14% in its latest
guidance (based on midpoint guidance).  To offset the anticipated
volume reduction, Enable is expected to reduce expansion capex by
approximately $375 million (based on midpoint guidance) or 30% from
the previously announced plan in late 2014.

Prudent Balance Sheet Management

The ratings affirmation incorporates Fitch's view that CNP
management will prudently manage its balance sheet as it pursues
growth in the regulated segment whether organically or through
acquisitions, unregulated expansions through Enable, and dividend
growth.  As CNP's share of distribution from Enable is expected to
reduce in the foreseeable future, a balanced financing approach to
fund CNP's dividend and capex investments is crucial to maintaining
its ratings.  CNP targets a dividend payout ratio of 60 - 70% of
sustainable utility earnings and 90 - 100% of net cash
distributions (after tax) from Enable Midstream Partners.

Consistent Credit Metrics

Fitch expects CNP's credit metrics to decline as its regulated
utilities take on a sizeable capex program and the growth slows at
the midstream business, but to remain in line with its rating
level.  Over the next five years, excluding effects of
securitization bonds at CEHE and including a proportional
consolidation of Enable's financials, Fitch estimates that CNP will
produce funds from operations (FFO) fixed charge coverage, on
average, of 4.5x and Debt-to-EBITDA of 4.1x.

CenterPoint Energy Houston Electric, LLC (CEHE)

Low Risk T&D Business

CEHE's ratings and Stable Outlook reflect the low business risk of
its regulated electric transmission and distribution operations in
Texas.  Fitch considers the regulatory environment in Texas to be
improving and reasonably supportive to CEHE's credit profile.  CEHE
has the ability to earn a return on its transmission and
distribution investments without filing lengthy rate cases.  In
addition, CEHE bears no commodity risk and does not maintain POLR
requirements.

Rising Capital Spending

CEHE is executing a robust capex program in the next several years.
The company plans to invest $875 million per year compared to $635
million annually in the previous five years.  43% of the spending
focuses on infrastructure improvements such as the proposed Brazos
Valley Connection project, 35% on customer growth and the remainder
on technology, reliability and maintenance.  The capex program is
expected to boost rate base by 50% by 2019, or a compound annual
growth rate of 8-10%.  However, it will also elevate debt financing
in order to mitigate regulatory lag.  CEHE is expected to upstream
minimal amount of dividend to CenterPoint Energy during the next
few years.

Solid Service Territory

CEHE's service territory has historically delivered strong
population and economic growth relative to national averages.  The
unemployment rate in Texas was 4.6% in December 2014, below the
national average of 5.6%.  At the peak of the financial crisis, the
unemployment rate was 8.2% compared to the national average of 10%.
Houston metropolitan area's unemployment rate was 4.1% in December
2014.  Driven by the strong and diversified economy, CEHE has seen
a healthy customer growth of 2% annually in the last few years.

Credit Metrics Well Positioned

Fitch expects CEHE's credit metrics to weaken, but remain well
positioned for its rating level in the next several years.  Fitch
forecasts CEHE's FFO fixed charge coverage to average 5.2x and
debt-to-EBITDA to average 3.1x from 2015 to 2018.

CenterPoint Energy Resources Corp. (CERC)

Stable Utility Earnings

CERC's IDR and Outlook incorporate Fitch's expectations that the
company will continue to derive the majority of its earnings and
cash flows from regulated natural gas distribution operations.
CERC's gas operations benefit from diversified service territories
and overall supportive recovery mechanisms such as decoupling,
weather normalization and the Gas Reliability Infrastructure
Program in Texas.

Rising Capital Spending

Capital spending at CERC's gas operations for the next five years
will average $549 million annually, compared to $363 million in the
past five years.  76% of spending is focused on system maintenance
and improvements with the remaining on customer growth and
technology.  Rate base is expected to grow by 55% by 2019.  The gas
operations are subject to shorter regulatory lag relative to the
electric operations as over 50% of the investments are expected to
be recovered through annual rate mechanisms instead of rate case
filings.

Midstream Guarantee

CERC provides a limited guarantee for $1.1 billion of Enable's
notes.  The guarantee is subordinated to CERC's existing senior
debt and is of collection not payment and is subject to automatic
release in May 2016.

RATING SENSITIVITIES

CNP:

Positive

   -- Ratings could be upgraded if CERC or CEHE is upgraded or
      parent level debt is materially reduced.

Negative

   -- Ratings could be lowered if CEHE, CERC or Enable is
      downgraded or;

   -- If Debt to EBITDA exceeds 4.5x and/or FFO fixed charge
      Coverage is less than 4x on a sustained basis.

CEHE:

Positive

   -- An upgrade is unlikely absent an upgrade at CNP and CERC and

      due to the elevated capex program.

Negative

   -- Ratings could be downgraded if the regulatory environment
      becomes contentious such that it is unable to receive timely

      and reasonable recovery in rates or;

   -- If Debt/EBITDA exceeds 4.2x and/or FFO fixed charge coverage

      is less than 4x on a sustained basis.

CERC:

Positive

   -- Ratings could be upgraded if Enable demonstrates a sound
      operational and financial track record, and upstreams stable

      distributions.

Negative

   -- Ratings will be negatively impacted if the regulatory
      construct governing the gas distribution subsidiaries
      becomes unfavorable or;

   -- Debt to EBITDA exceeds 4.5x on a sustained basis and/or FFO
      fixed charge coverage is less than 4x on a sustained basis.

KEY ASSUMPTIONS

   -- CEHE's capex averages $875 million per year and $549 million

      per year for CERC's gas operations;

   -- CEHE's TCOS and DCRF mechanisms are available and result in
      annual rate relief of $61 million;

   -- Combining rate cases and annual mechanisms, gas operations
      rate relief will average $50 million per year in the next   
      five years;

   -- Annual customer growth at CEHE of approximately 1.8%-2% and
      0.8%-1% at CERC.

Fitch affirms these ratings with a Stable Outlook:

CenterPoint Energy, Inc.

   -- Long-term IDR at 'BBB';
   -- Senior unsecured notes and pollution control revenue bonds
      at 'BBB';
   -- Secured pollution control revenue bonds at 'A';
   -- Junior Subordinated Debenture (ZENS) at 'BB+';
   -- Short-term IDR/Commercial paper at 'F2'.

CenterPoint Energy Houston Electric, LLC

   -- Long-term IDR at 'BBB+';
   -- First mortgage bonds at 'A';
   -- Secured pollution control revenue bonds at 'A';
   -- General mortgage bonds at 'A';
   -- Unsecured Credit Facility at 'A-';
   -- Short-term IDR at 'F2'.

CenterPoint Energy Resources Corp.

   -- Long-term IDR at 'BBB';
   -- Long-term senior unsecured notes at 'BBB';
   -- Short-term IDR/Commercial paper at 'F2'.



CHASSIX HOLDINGS: Section 341(a) Meeting Set for April 15
---------------------------------------------------------
The U.S. Trustee for Region 2 will hold a meeting of creditors of
Chassix Holdings Inc. and its debtor-affiliates on April 15, 2015,
at 10:00 a.m. (prevailing Eastern Time) at 80 Broad Street, 4th
Floor in New York, New York.

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 Chassix Holdings

Chassix is a global manufacturer and supplier of aluminum and iron
chassis sub-frame components and powertrain products with both
casting and machining capabilities.  Based in Southfield, Michigan,
Chassix and its subsidiaries operate 23 manufacturing facilities
across six countries, providing safety critical automotive
components, having content on approximately 64% of the largest
platforms in North America.  Their product mix maintains an even
balance among trucks, minivans and SUVs, as well as small and
medium size cars and cross-over vehicles.

For the twelve months ended Dec. 31, 2014, the Debtors generated
$1.37 billion in revenue on a consolidated basis.  As of Dec. 31,
2014, the Debtors had $833 million in assets and $784 million in
liabilities on a consolidated basis.

Chassix Holdings, Inc., et al., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12,
2015, with a Chapter 11 plan that was negotiated with lenders and
customers.

Chassix Holdings estimated $500 million to $1 billion in assets and
debt.  The formal schedules of assets and liabilities are due March
26, 2015.

The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys;
Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc.
to provide an interim CFO and additional restructuring services;
and Prime Clerk LLC, as claims and noticing agent.


CHESTER COMMUNITY: Fitch Affirms 'BB' Rating on $54.3MM 2010A Bonds
-------------------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on approximately $54.3
million of charter school revenue bonds, series 2010A issued by the
Delaware County Industrial Development Authority, PA (DCIDA). The
bonds are issued on behalf of Chester Community Charter School
(CCCS).

The Rating Outlook is revised to Stable from Positive.

SECURITY

The series 2010 bonds are secured by pledged revenues of CCCS,
backed by a mortgage on the property and facilities leased by the
school and a debt service reserve (DSR) cash-funded to transaction
maximum annual debt service (TMADS) of about $4.1 million.
Management fee payments to CSMI, LLC (CSMI) are subordinated to the
payment of debt service and DSR replenishment.

KEY RATING DRIVERS

OUTLOOK REVISION: The Stable Outlook reflects greater liquidity
risks than Fitch anticipated under a 2012 state settlement
agreement between CCCS and Pennsylvania Department of Education
(PDE). Liquidity risk is most likely to occur at the end of a
fiscal year, when Chester Upland School District's (CUSD)
operations may be more pressured. CCCS has partially mitigated this
risk by increasing cash balances, and finalizing an $8 million line
of credit. The PDE reimbursed the charter for a delayed June 2014
payment, pursuant to the 2012 settlement agreement procedure, but
repayment was not as timely as expected. The delay was at the state
level, pending final approval of the commonwealth's 2014-2015
budget.

LIQUIDITY PROFILE: CCCS' balance sheet resources declined at June
30, 2014 due to the delayed PPF payment from CUSD. Fitch's
available funds measure is based on unrestricted cash and
investments, and thus excludes receivables. The June payment was
received in July, 2014. Due to the delay of state reimbursement, at
the end of fiscal 2014, CCCS' available funds (AF) ratios were a
very low 1.7% of expenses and 1.4% of outstanding debt. Fitch
recognizes that once the reimbursement was made, AF ratios
increased; however, it highlights the fairly limited level of
overall liquidity.

SOUND UNDERLYING OPERATING PROFILE: The 'BB' rating reflects CCCS'
positive operating performance, sufficient coverage of transaction
maximum annual debt service (TMADS), long 17-year operating
history, and multiple charter renewals including a recent five-year
renewal through 2021.

CHARTER FUNDING POTENTIALLY UNPREDICTIBLE: CCCS' operating
performance is currently solid, with a 7% margin in fiscal 2014, up
from 5.4% in FY13. However, CCCS remains highly reliant on per
pupil funding (PPF) to support operations, and the PPF rate (90% of
which comes from CUSD) is based on the home district's prior year
budgeted expenditures. Because CUSD enrollment and operations are
stressed, its budget and operating expenses can change
year-to-year, making CCCS' annual funding more vulnerable to
changes.

ENROLLMENT STABILTIY: CCCS enrollment essentially stabilized in
fall 2014, following growth in prior years. Enrollment at Dec. 2014
was 2,944, down about 3% from December 2013 (3,039). This
represents over 55% of the students in CUSD, a very high
proportion.

BONDHOLDER PROTECTIONS: Legal and structural provisions include a
trustee intercept of state aid that provides for payment of debt
service before any distribution of revenues to CCCS, and
contractual subordination of CSMI's fee.

Monthly PPF distributions from CUSD were delayed in 2012, which
situation was resolved by litigation and a settlement agreement
between CCCS and PDE. A payment delay occurred again in June 2014.
While the agreed reimbursement mechanism worked, timing was longer
than Fitch expected, adding credit risk.

RATING SENSITIVITIES

FINANCIAL FLEXIBILITY: CCCS' inability to consistently maintain
positive operations and solid liquidity would create downward
rating pressure. Legislative changes limiting cash reserves in
charter schools would be viewed negatively.

LIQUIDITY: To support the rating, Fitch expects that missed PPF
payments by CUSD will be infrequent, the 2012 litigated state
funding mechanism will operate efficiently, and timing of any
needed state reimbursements are made on a relatively timely basis.
The unique liquidity risks caused by the CCCS and CUSD relationship
require CCCS to maintain substantial liquidity flexibility, such as
strong cash reserves and availability under a bank line of credit.

STABLE ENROLLMENT: Continued enrollment stability is necessary to
maintain the current rating.

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

CREDIT PROFILE

CCCS was formed in 1998 to provide an alternative public school
option for residents in CUSD, which serves the City of Chester, PA,
Chester Township, PA and the Borough of Upland, PA. About 90% of
CCCS' students come from the CUSD. CCCS experienced consistent
enrollment growth over time, leading the charter school to expand
its grades K-8 academic offerings to three campuses in 2013.
Enrollment stabilized and dipped slightly in fall 2014, down about
3%; management expects enrollment growth for fall 2015.

CCCS has a very strong relationship with CSMI, which was formed
specifically to manage the charter school's operations. CSMI's
management strategy has been fiscally conservative, resulting in
historically balanced operations and stronger academic performance
than CUSD.

CHARTER RENEWAL

CCCS has received multiple charter renewals during its 17 year
operating history, which Fitch views favorably. Following its
initial three-year charter, the charter has received four five-year
renewals. The most recent five-year charter renewal was granted in
August 2014 by CUSD, and is effective July 1, 2016 through June 30,
2021.

LIQUDITY VULNERABILITY

CCCS management reports that it has been building operating cash
over time. Those levels were needed in June 2014, the last month of
CCCS' fiscal year, when budget difficulties at CUSD resulted in
failure to make the scheduled monthly $3.6 million payment to
CCCS.

Management reports that it drew down cash balances of about $3
million to pay vendors in June 2014. Additionally, CCCS notified
the state pursuant to a July 27, 2012 settlement agreement to make
up the delayed payment. The state made the payment under the
agreement, but the timing took longer than anticipated. Fitch had
understood in 2012 that the state payment would be made by about
the 21st of the month. The payment was made under the settlement
agreement in July 2014.

CCCS management reports that the payment was delayed until the
Governor signed the commonwealth budget. CUSD resumed scheduled
monthly payments to CCCS in July 2014.

This delay reduced CCCS' cash position at June 30, 2014. Fitch
measures balance sheet cushion with an available funds calculation,
defined as unrestricted cash and investments; this calculation does
not recognize receivables. CCCS' 2014 AFs dropped to $805,000 from
$2.2 million in fiscal 2013. The resulting liquidity ratio was a
very weak 1.7% of operating expenses and 1.4% of outstanding debt.

Positively, CCCS had sufficient cash-flow to meet bond covenants at
the end of fiscal 2014. Under the bond documents, unrestricted
working capital balance in the operating fund must equal at least
5% of operating expenses plus the management fee for the prior
fiscal year. At fiscal year-end 2014, excess working capital of
$2.14 million did exceed the $2.11 million requirement. Cumulative
unrestricted cash reserves must also be sufficient to meet all
accrued and unrestricted salary obligations; however, such amounts
may be included in the unrestricted working capital balance.

CCCS management reports that a bank line of credit was approved on
March 18, 2015 for $8 million. This provides additional cash-flow
liquidity in the event of another CUSD payment delay, combined with
a delay in the commonwealth's annual budget approval. Separately,
debt service is effectively paid monthly to the bond trustee under
a lease between CCCS and Friends of CCCS, so no large principal or
interest payment is due during a fiscal year. There is also a
trustee-held debt service reserve.

ENROLLMENT SOFTENING

Overall enrollment at all three campuses declined slightly in fall
2014 to 2,944 students, about 3.1% below fall 2013 levels.
Management attributes the declines to demographic shifts, and
expects an increase in fall 2015, and relatively stable enrollment
going forward. Management projects positive GAAP operations for the
current fiscal 2015 due to expense controls, and significantly
higher 2014-2015 PPF rates.

CCCS enrolls the most students in its local district, which Fitch
considers unusual, and provides CCCS with an unusual academic and
market niche. In fall 2014, CCCS enrolled 2,950 students; another
1,400 attended various public school district (about 90% at CUSD);
and another 800 students attended two smaller area charter schools.
Fitch will monitor CCCS' enrollment trends, as there may be
long-term efforts from CUSD to grow enrollment to stabilize its
financial position.

CCCS recently undertook a community-initiated project to open a
third campus in Upland Borough (UB) in 2013. Management reports
that enrollment at the new campus was somewhat below expectations,
with about 275 K-5 students enrolled for fall 2013 (the first year,
fiscal 2014), compared to 300 budgeted students. With the addition
of sixth grade in fall 2014, second year enrollment improved to
305.

CCCS has no enrollment caps, which Fitch considers positively. The
school has substantial capacity, which it chooses not to use. The
three campuses have capacity for about 3,500 students.

POSITIVE OPERATING RESULTS

CCCS generated a solid 7% margin in fiscal 2014, up from 5.4% in
fiscal 2013. For fiscal 2015, the school again expects positive
operating results, in part due to an increase in fiscal 2015
charter school funding rates.

According to CCCS, all charter schools in Pennsylvania calculate
their PPF funding rates - for both regular and special education
students - based on the underlying public school district's prior
year budgeted expenditures. For CCCS, CUSD's budget increased a
significant 22% from $101.4 million in fiscal 2013 to $123.5
million in fiscal 2014. This resulted in CCCS receiving a
corresponding increase in the regular education funding rate per
student, from $7,658 in fiscal 2014 to $9,468 in fiscal 2015. For
fiscal 2016, charter school management expects a PPF decrease.

Fitch views the potential volatility to CCCS' funding rates with
caution but notes CCCS' history of managing through significant
uncertainty in the past, as well as having a stable management
team.

DEBT MANAGEABILITY

CCCS has a high but manageable debt burden, which is common for the
charter school sector. TMADS was 9.3% of fiscal 2014 operating
revenues, somewhat improved from a five-year average of 10.9%, but
still high. Coverage of annual debt service averaged 1.1x between
fiscal 2010 and 2014. Fiscal 2014 actual coverage was stronger at
1.8x.

Coverage for transaction MADS of $4.69 million, including lease
costs for the new Upland Borough campus, was also solid at 1.7x in
fiscal 2014.



CITADEL PLASTICS: A Schulman Proposal No Effect on Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that Citadel Plastics Holdings,
Inc.'s ratings are not impacted by A Schulman's acquisition
proposal.

As reported in the Oct. 20, 2014 edition of The Troubled Company
Reporter, Moody's Investors Service has assigned a corporate family
rating (CFR) of B2 and a probability of default rating (PDR) of
B2-PD to Citadel Plastics.

Headquartered in Illinois, US, Citadel Plastics Holdings, Inc. is a
leading manufacturer of thermoset and thermoplastic moulding
compounds that has grown rapidly through acquisitions since 2007.



CLIFFS NATURAL: Proposes to Offer $500 Million First Lien Notes
---------------------------------------------------------------
Cliffs Natural Resources Inc. said it intends to sell, subject to
market and other conditions, $500 million aggregate principal
amount of senior secured notes due 2020 in an offering that is
exempt from the registration requirements of the Securities Act of
1933.

The New First Lien Notes will be jointly and severally and fully
and unconditionally guaranteed on a senior secured basis by
substantially all of Cliffs' material domestic subsidiaries and
will be secured by:

   (i) a first-priority lien on substantially all of Cliffs'
       assets and the assets of the guarantors (other than
       accounts receivable and other rights to payment, inventory,
       as-extracted collateral, investment property, certain
       general intangibles and commercial tort claims, certain
       mobile equipment, commodities accounts, deposit accounts,
       securities accounts and other related assets and proceeds
       and products of each of the foregoing; and

  (ii) a second-priority lien (junior to the ABL Facility on
       the ABL Collateral.  

Cliffs' assets and the assets of the guarantors that secure the New
First Lien Notes on a first-priority basis, together with the ABL
Collateral, will include substantially all of the assets of Cliffs
and the guarantors, subject to certain customary exceptions.

The Company intends to use the net proceeds from the offering of
the New First Lien Notes to repay all amounts outstanding under its
existing revolving credit facility and for general corporate
purposes.  The proposed New First Lien Notes offering is
conditioned on the replacement of the Company's existing revolving
credit facility with a new senior secured asset-based credit
facility

                   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 $3.16 billion in total assets,
$4.89 billion in total liabilities and a $1.73 billion total
deficit.

The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.

                          *    *     *

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.


COLISEUM BAR: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Coliseum Bar & Grill, Inc.
        1109 Decker
        Walled Lake, MI 48390

Case No.: 15-44273

Chapter 11 Petition Date: March 20, 2015

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

Judge: Hon. Phillip J Shefferly

Debtor's Counsel: Charles D. Bullock, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  Email: cbullock@sbplclaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Johni Semma, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb15-44273.pdf


CONAGRA FOODS: Fitch Affirms 'BB+' Rating on Subordinated Notes
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDRs) for ConAgra Foods, Inc. (ConAgra) and its subsidiary,
Ralcorp Holdings, Inc. (Ralcorp) at 'BBB-' and has affirmed
ConAgra's Short-term IDR at 'F3'.  The Rating Outlook has been
revised to Negative from Stable given slower than expected pace of
operating earnings improvement and prolonged volume declines.  As a
result, Fitch expects that gross leverage (total debt to EBITDA) is
likely to be in the mid 3x range for fiscal 2015 and the pace of
deleveraging thereafter is uncertain.

KEY RATING DRIVERS

Leverage Reduction Slower than Expected: The Negative Outlook
reflects the company's slower than anticipated pace of leverage
reduction following the primarily debt-financed $6.8 billion
acquisition of Ralcorp two years ago.  Current leverage remains
high for the rating level and slightly behind Fitch's prior
expectations due primarily to weak operating performance, including
volume declines in its branded and private label businesses.  Total
debt to EBITDA was 3.8x for the latest 12 months (LTM) ended Nov.
23, 2014, operating EBITDA to gross interest expense was 6.2x, and
funds from operations (FFO) adjusted leverage was 5.3x.  After the
company completes its targeted $2 billion debt reduction between
fiscal 2013 through 2015, ConAgra plans to consider dividend
increases, share repurchases and growth investments, in addition to
some debt repayment.  Leverage could remain in the mid- 3x level
over the near term, instead of reaching the low 3x level, depending
on the pace of any further deleveraging or earnings improvement.

ConAgra's ample free cash flow (cash flow from operations less
capital expenditures and dividends) generation -- expected to
average more than $500 million annually over the forecast period --
and strong liquidity support the ratings.  ConAgra has maintained
its current dividend and kept share repurchases and acquisitions
modest in order to focus on debt reduction.  However the company
intends to have a more balanced use of cash flow beginning in
fiscal 2016.  If ConAgra materially extends its debt reduction
commitment beyond fiscal 2015 it could provide support to current
ratings.  The magnitude and sustainability of earnings improvement
will also be considered.  Near term expectations and timing are
uncertain with new CEO Sean Connelly starting in April, prolonged
weakness in the private brands business and tentative beginnings of
recovery in Consumer Foods volumes.

Another Downward Earnings Revision Tempers Expectations: ConAgra's
current ratings factor in a gradual and sustained improvement in
operating performance.  Fitch is looking for the company to achieve
annual sequential improvement to flat volume this fiscal year in
Consumer Foods, versus a three percent volume decline in fiscal
2014.  This factors in volume improvement in core brands including
Healthy Choice, Chef Boyardee and Orville Redenbacher, which
struggled in fiscal 2014, along with expansion in faster growing
channels.  As discussed below, ongoing problems with private brands
are expected to result in lower sales and profits in that segment
in 2015.  In the Commercial Foods segment ConAgra expects lower
costs with a more normal potato crop, versus weather-reduced yields
last year.  The West Coast Labor dispute negatively impacted
results for Lamb Weston, which exports potato products to
international markets, but should only have a short term impact.

Synergies Achievable: ConAgra expects to generate Ralcorp-related
annual pre-tax cost savings of $300 million by the end of fiscal
2017, driven by supply chain and other efficiencies.  The savings
seem achievable based on other industry transactions.  The company
is making meaningful progress on Ralcorp related productivity and
synergies in fiscal 2015 estimated at $125 million to $150 million,
mostly driven by procurement.  Nonetheless, profitability in this
segment is expected to be below Fitch's and the company's original
expectations over the next few years, as reflected by the $605
million goodwill impairment taken in fiscal 2014.  The company
intends to evaluate another potential impairment in the fiscal
third quarter of 2015.

Private-Label Weighs on Results, Improvement Pushed Out: ConAgra is
one of the largest packaged food companies in North America, with
$16 billion annual net sales.  In addition to a sizeable branded
food presence, ConAgra could benefit over the long term from
greater private-label scale, as $4 billion in annual sales
(approximately 25% of total revenue) makes it the largest
private-label food producer in the U.S.  However, profitability in
the company's private brands business is weaker than expected due
to a highly competitive bidding environment, combined with recent
service-related issues and execution shortfalls, which have
negatively impacted results and near term expectations for volume,
pricing and margins.  By improving execution and strengthening
customer relationships the company plans for improved results
beginning in fiscal 2016.  However, Fitch believes the private
brands business will continue to be highly competitive over the
near-to intermediate term and the visibility on a turnaround
remains low.

Ample Liquidity, Manageable Maturities: ConAgra maintains an
undrawn $1.5 billion revolving credit facility expiring Sept. 14,
2018 that provides backup to its commercial paper (CP) program. The
company had $536 million CP and $122 million cash, which was mainly
outside the U.S., at Nov. 23, 2014.  The revolving credit facility
contains covenants that consolidated debt must not exceed 70% of
consolidated capital during the first four quarters commencing Jan.
29, 2014, then 65% thereafter, and the company's fixed charge
coverage ratio must be greater than 1.75x on a rolling four quarter
basis.  ConAgra's long-term debt maturities primarily consist of $1
billion due in fiscal 2016 and approximately $550 million due in
fiscal 2017.

KEY ASSUMPTIONS:

These assumptions would support current ratings:

   -- Consumer Foods improvement to at least flat volume in fiscal

      2015 and modest growth thereafter.

   -- Top line and operating improvement in private brands
      beginning fiscal 2016.

   -- FCF over forecast period averages more than $500 million
      annually.

   -- Fiscal 2015 leverage in the mid-3x range but improving to
      the low 3.0x range over the next 12-18 months assuming
      further debt reduction.

RATING SENSITIVITIES

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

   -- If weak top line and operating trends continue without
      material offset from debt reduction, such that gross
      leverage (total debt-to-operating EBITDA) remains at or
      above the mid-3.0x range.  Deteriorating FCF or a sizeable
      leveraged transaction would also support a downgrade.

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

   -- the Outlook could be revised to Stable if there is a
      sustained operational improvement in fiscal 2016 and beyond,

      including at least stable volume in Consumer Foods and
      improvement in private brands volume.  In addition, further
      debt reduction beyond the targeted $2 billion that
      demonstrates a financial strategy to maintain leverage in
      the low 3.0x range could also support stabilization of the
      Outlook.

   -- A positive rating action is not anticipated in the near to
      intermediate term due to the company's high acquisition
      related leverage and ongoing operational issues.

   -- In the long term, a positive rating action could be
      supported by substantial and growing FCF generation,
      consistent positive volume growth in all segments
      demonstrating that operational issues have been resolved,
      along with maintaining leverage in the mid-2x range.

Fitch affirms ConAgra's ratings as:

ConAgra Foods, Inc.

   -- Long-term Issuer Default Rating (IDR) at 'BBB-';
   -- Senior unsecured notes at 'BBB-';
   -- Bank credit facility at 'BBB-';
   -- Subordinated notes at 'BB+';
   -- Short-term IDR at 'F3';
   -- Commercial paper at 'F3'.

Ralcorp Holdings, Inc.

   -- Long-term IDR at 'BBB-';
   -- Senior unsecured notes at 'BBB-'.

The Rating Outlook is revised to Negative from Stable.



D & L ENERGY: Hearing on Case Conversion Continued Until March 25
-----------------------------------------------------------------
The U.S. Bankruptcy Court, according to D & L Energy, Inc., &
Petroflow, Inc.'s case docket, held in abeyance until March 25,
2015, the hearing on the motion of the U.S. Trustee to convert the
cases from Chapter 11 to a Chapter 7 proceeding.  The Court was
slated to consider the matter at a hearing on March 17.

The Debtors and parties-in-interest objected to motion of Daniel M.
McDermott, U.S. Trustee for Region 9, to convert the cases.

The Debtors stated that if the cases are converted to Chapter 7
proceedings, and assuming a permanent trustee is appointed by April
15, 2015, Section 546's two year statute of limitations will be
extended for an additional year and allow the Trustee and its
counsel to itself choose what actions to file, to draft the
complaints initiating the actions, and to participate in the
initial stages of case management and discovery.  According to the
Debtors, if the cases remain in Chapter 11, the Debtor will have no
choice but to proceed to immediately file all of its
actions/claims/objections by April 15, which may result in
inefficiencies and duplication of efforts.

The Official Committee of Unsecured Creditors, in its objection,
stated that any immediate savings potentially gained through
conversion will be offset by costs added as new professionals enter
the cases; unfortunately, no material savings will result from
conversion at this time.  In contrast, any new Chapter 7 trustee
with new financial or legal counsel will have a steep and expensive
learning curve.  If the new layer of expense is incurred, it will
be borne by the general unsecured creditors, who are already facing
dismal recovery.

Claims Recovery Group LLC, holder of an aggregate of $355,000 in
unsecured claims in the case, joined the Committee in opposing the
motion.  Sunpro, Inc., the chair of the Committee, also joined with
the Committee in opposing the motion.

The State of Ohio, Ohio Department of Natural Resources, and State
of Ohio, Environmental Protection Agency, objected to motion,
stating that a quick Chapter 7 liquidation as sought by Trustee
would likely result in the abandonment of Debtors' oil and gas or
saltwater injection wells that, for protection of the environment,
must be capped or plugged in compliance with Ohio law.

                The U.S. Trustee's Motion to Convert

As reported in the Troubled Company Reporter on March 13, 2015, the
U.S. Trustee said it has lost confidence in the Debtors' ability to
liquidate their remaining assets and settle claims efficiently for
the benefit of creditors.  According to the U.S. Trustee, creditors
have likewise lost confidence in the Debtors.  The Official
Committee of Unsecured Creditors has filed a proposed plan and
disclosure statement that would appoint a liquidation trustee
designated by the Committee and subject to a "Liquidation Trust
Advisory Board," who would be authorized to conduct the remaining
tasks necessary to close the case, the U.S. Trustee points out.
The U.S. Trustee added that, at a hearing on March 2, 2015, the
Court remarked that the Debtors and their professionals appeared to
the lack of capacity or else the interest in efficiently resolving
the remaining issues affecting the administration of this case.

While the Committee's proposed plan has merit insofar as it would
place authority in the hands of a liquidating trustee, the U.S.
Trustee believes that the better course of action is the immediate
conversion of this case to Chapter 7.  Besides being bonded, a
Chapter 7 trustee has the necessary expertise to liquidate the
Debtors' remaining assets, make distributions, and efficiently
bring this case to closure.  The appointment of such a fiduciary
would be immediate upon entry of the order converting the case, the
U.S. Trustee points out.

                       About D & L Energy

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

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

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

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

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

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

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



D & L ENERGY: Seeks to Extend Deadline to File Avoidance Actions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio is set
to hold a hearing on March 25 to consider the request of D & L
Energy Inc. to extend the deadline for filing avoidance actions.

The company had asked the court to move the deadline to Aug. 14,
2015, if a trustee is not elected on or before April 15 in
connection with the U.S. trustee's request to convert its Chapter
11 case to a Chapter 7 liquidation.

D & L Energy said it is preparing to file all necessary actions
that are governed by section 546(a)'s statute of limitations on or
before the April 15 deadline.  Some of those actions, the company
said, are "most efficiently" presented in adversary cases.

                       About D & L Energy

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

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

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

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

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

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

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


DEB STORES: Court Sets Deadline for Filing Administrative Claims
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware ordered all persons or entities holding a Section
503(b)(9) claims against Deb Stores Holding LLC and its
debtor-affiliates to file claim request no later than 4:00 p.m.
(prevailing eastern time) on the Section 503(b)(9) bar date.

Judge Gross noted the Section 503(b)(9) bar date will be the date
that is 45 days after the service of the Section 503(b)(9) bar date
notice.

                          About Deb Stores

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

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

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

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

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

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


DISTRICT AT MCALLEN: Villada OK'd as Counsel to Contest Involuntary
-------------------------------------------------------------------
The U.S. Bankruptcy Court authorized Antonio Villada to appear as
attorney of record for alleged debtor The District of McAllen,
L.P., for the sole purpose of contesting the involuntary bankruptcy
petition filed by Dr. Ernesto Ramirez.

The Court also ordered that Marcos D. Oliva is released as attorney
of record.  As reported in the Troubled Company Reporter on March
10, 2015, the Debtor related that Mr. Oliva has withdrawn as the
attorney of record for the Alleged Debtor.  In his notice of
withdrawal as counsel, Mr. Oliva explained that: (i) the Debtor and
counsel are unable to agree on matters essential to the prosecution
of the case; and (ii) counsel for Debtor has lost contact with the
Debtor.

On Dec. 2, 2014, Dr. Ernesto Ramirez filed an involuntary Chapter
11 bankruptcy petition against McAllen, Texas-based The District at
McAllen LP (Bankr. S.D. Tex. Case No: 14-70661).  The petitioner's
counsel is Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble
Culbreth & Holzer PC.



DUCOMMUN INC: Moody's Says Finc'l. Restatement is Credit Negative
-----------------------------------------------------------------
Moody's Investors Service said Ducommun Incorporated's pending
restatement of its 2013 audit and delay in filing its financial
statements for the year ended Dec. 31, 2014 is a credit-negative
event.  However, this development does not currently impact the
company's ratings including its B1 corporate family rating and
SGL-2 liquidity rating.  The outlook remains stable.

Ducommun Inc., headquartered in Carson, California provides
engineering and manufacturing services to the aerospace, defense,
and other technology driven markets through a wide range of
electronic and structural applications.  It operates and reports
under two business segments: Ducommun LaBarge Technologies ("DLT")
and Ducommun Aerostructures ("DAS"). Revenues for the twelve month
period ended September 27, 2014 totaled $742 million.


DUNE ENERGY: U.S. Trustee Forms Creditors' Committee
----------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Dune Energy Inc.
appointed three creditors to serve on the official committee of
unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Paul McKim
         Cory Clements
         Tommy Jahncke
         CRESCENT ENERGY SERVICES
         1304 Engineers Rd.
         Belle Chasse, LA 70037
         504-433-4188
         504-433-4159 (fax)
         pmckim@crescentes.com
         tjahncke@crescentes.com
         cclements@crescentes.com

     (2) Zedi US, Inc.
         Attn: Robert Gordon
         1855 94th St. NW
         Edmonton, AB
         Canada TGN1E6
         780-701-3001 (fax)
         Bob.gordon@zedi.ca

     (3) Island Operating Company Inc.
         Attn: Kimberly Falgout
         770 S. Post Oak Ln., Ste. 400
         Houston, TX 77056
         337-233-9594
         337-235-9657 (fax)
         kfalgout@islandoperating.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE), is an independent energy
company based in Houston, Texas.  Since May 2004, the Company has
been engaged in the exploration, development, acquisition and
exploitation of natural gas and crude oil properties, with
interests along the Louisiana/Texas Gulf Coast.  The Company's
properties cover over 90,000 gross acres across 27 producing oil
and natural gas fields.

Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336),
Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and
Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed
separate Chapter 11 bankruptcy petitions on March 8, 2015.  The
petitions were signed by James A. Watt, president and chief
executive officer.

Judge Christopher H. Mott presides over the case.  Charles A.
Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M.
Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors'
bankruptcy counsel.  Deloitte Transactions And Business Analytics
LLP is the Debtors' restructuring advisors.  Parkman Whaling LLC is
the Debtors' sale professionals.

The Debtors listed $229.4 million in total assets and $144.2
million in total debts as of Sept. 30, 2014.

The deadline for creditors to file proofs of claim is July 13,
2015.  For governmental units, the deadline to file proofs of claim
is not later than 180 days from the Petition Date.


EDMENTUM INC: Out of Compliance of Loan
---------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that online education company Edmentum Inc. is out of compliance
with its loan agreement and is looking for a waiver from lenders to
keep it from defaulting.

According to report, citing Moody's Investor Services, the closely
held company is currently operating under a forbearance agreement
with its lenders and didn't meet a requirement to keep its leverage
ratio under a certain level.  If Edmentum doesn't obtain a waiver
for the leverage requirement, it could potentially be in default on
its loan, the DBR report said.


FALCON STEEL: March 30 Hearing on Confirmation of 1st Amended Plan
------------------------------------------------------------------
U.S. Bankruptcy Judge D. Michael Lynn will convene a hearing on
March 30, 2015, at 10:00 a.m. to consider confirmation of Falcon
Steel Company and New Falcon Steel, LLC's First Amended Plan of
Reorganization.  The judge approved the explanatory Disclosure
Statement on March 4.

According to the Amended Disclosure Statement dated March 3, 2015,
the Plan provides that as of the Effective Date, Reorganized Falcon
assumes the liability for and obligation to perform and make all
distributions or payments on account of all allowed claims.  The
operation of the Reorganized Falcon's business and the
distributions to be made by Reorganized Falcon under the Plan will
be funded from Reorganized Falcon's income and revenues from
operation of its business.  From and after the Effective Date, it
is not contemplated that Reorganized Falcon will have any ongoing
business.  After the consummation of its plan obligations and the
liquidation of its remaining assets, new Falcon will wound down and
dissolved under applicable State law.

A copy of the Amended Disclosure Statement is available for free at
http://bankrupt.com/misc/FalconSteel_AmendedDS.pdf

Previously, the Official Committee of Unsecured Creditors filed its
reservation of rights to the Disclosure Statement.  The Committee
said the Court should only approve the Disclosure Statement to the
extent that it accurately and properly embodies the written
agreements and consensual work between the Debtors and the
Committee, as approved by the Texas Capital Bank, N.A.

The Committee's attorneys can be reached at:

         Jonathan L. Howell, Esq.
         Eric M. Van Horn, Esq.
         McCATHERN PLLC
         Regency Plaza
         3710 Rawlins Street, Suite 1600
         Dallas, TX 75219
         Tel: (214) 273-6409
         Fax: (214) 723-5966
         E-mail: jhowell@mccathernlaw.com
                 ericvanhorn@mccathernlaw.com

                    About Falcon Steel Company

Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on
June 29, 2014.  Falcon Steel claims to be the only American-owned
company that builds steel lattice towers for high electrical
transmission lines.

Falcon Steel was formed in 1963 and has operated continuously
since that time as a manufacturer engaged in fabricating and
galvanizing structural steel for customers in the United States.
New Falcon, a subsidiary, suspended operations in June 2013 and is
being held for sale.

Falcon has three manufacturing plants in the DFW area in Texas,
with one facility in Haltom City, another in Euless, and the third
facility in Kaufman, Texas.  The company's corporate headquarters
is located at its Haltom City plant.  It currently employs
approximately 255 employees.

Bankruptcy Judge D. Michael Lynn, in an amended order, directed
the joint administration of the case of Falcon Steel Company and
New Falcon Steel, LLC (Lead Case No. 14-42585).

Falcon Steel estimated assets and debt of $10 million to $50
million.

The Debtors have tapped Forshey & Prostok, LLP, as general counsel
and employ Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as
special corporate counsel.  Ryan LLC acts as property tax
consultant.  The Debtors also tapped Western Operations LLC as
financial consultant, and Rylander, Clay & Opitz, LLP, as
accountants.

The U.S. Trustee has appointed a five-member panel to serve as the
official unsecured creditors committee in the Debtors' cases.  The
Committee has tapped McCathern, PLLC, as counsel.

Falcon Steel Co., filed a plan to emerge from bankruptcy
protection, saying it has secured new orders and reached a deal to
refinance a $17.5 million bank loan.



FEDERATION EMPLOYMENT: Proposes Rust Omni as Claims Agent
---------------------------------------------------------
Federation Employment & Guidance Service, Inc., asks for approval
from the U.S. Bankruptcy Court for the Eastern District of New York
to employ Rust Consulting/Omni Bankruptcy as claims and noticing
agent, nunc pro tunc to the Petition Date.

Although the Debtor has not yet filed its schedules of assets and
liabilities, it anticipates that there will be in excess of 2,000
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the business, the Debtor submits
that the appointment of a claims and noticing agent is necessary.

For its services, the firm will charge at these hourly rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical Support                           $29.75 to  $42.50
Project Specialist                         $55.25 to  $75.25
Project Supervisors                        $72.25 to  $89.25
Consultants                                $89.25 to $119.00
Technology/Programming                     $93.50 to $140.25
Senior Consultants                        $148.75 to $165.75

The firm will charge $50.00 per 1,000 e-mails for e-mail noticing,
and $0.10 per image for fax noticing. For inputting proofs of
claims, the firm will charge at its hourly rates.  For data
storage, the firm will charge for $.06 per record for over 10,000
records and $0.05 per record for over 100,000 records.  With
respect to the informational Web site, the firm will charge $63.75
per hour for data entry and $93.50 to $131.75 per hour for
programming and customization.  For the preparation of schedules
and statements, the firm will charge $55.25 to $165.75 per hour.

Prior to the Petition Date, the Debtor provided Rust Omni a
retainer in the amount of $15,000.

Prior to its selection of Rust Omni, the Debtor obtained and
reviewed engagement proposals from three other court-approved
claims and noticing agent to ensure selection through a competitive
process.

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
April 17, 2015.


FEDERATION EMPLOYMENT: Proposes Togut Segal as Co-Counsel
---------------------------------------------------------
Federation Employment & Guidance Service, Inc., asks for approval
from the U.S. Bankruptcy Court for the Eastern District of New York
to employ Togut, Segal & Segal LLP as co-counsel, nunc pro tunc to
the filing of the case.

Togut will handle matters that the Debtor may encounter which are
not appropriately handled by Garfunkel Wild, P.C., due to a
potential or actual conflict of interest, and to perform other
discrete duties as are assigned to Togut, which may include,
without limitation, actions under Chapter 5 of the Bankruptcy Code,
objections to certain claims, assumption and rejection of certain
executory contracts and unexpired leases and other matters as may
be assigned to Togut by GW in consultation with the Debtor.

Frank A. Oswald, a member of the firm, attests that Togut is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The current hourly rate for Mr. Oswald is $810.  The firm's other
partner rates range from $585 to $935 per hour.  The current rates
for associates are $205 to $555 per hour, rates for counsel are
$645 per hour, and for paralegals and law clerks are $145 to $295
per hour.  The firm will also seek reimbursement for actually,
necessary expenses.

The Debtor has paid Togut a $25,000 retainer.

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
April 17, 2015.


FEDERATION EMPLOYMENT: Taps Garfunkel Wild as Bankruptcy Counsel
----------------------------------------------------------------
Federation Employment & Guidance Service, Inc., asks for approval
from the U.S. Bankruptcy Court for the Eastern District of New York
to employ Garfunkel Wild, P.C., as general bankruptcy counsel, nunc
pro tunc to the filing of the case.

GW will perform various legal services, including, among other
things, preparation for the commencement and prosecution of the
Debtor's cases under Chapter 11 of the Bankruptcy Code.  In
addition, the Debtor desires to retain GW as its counsel to provide
the other legal services as are necessary and requested by the
Debtor, including, without limitation, healthcare, corporate,
finance, real estate, and litigation services.

FW has for six years represented FEGS as its general counsel
providing a broad array of legal services including healthcare,
financing, litigation and real estate related work.  In addition,
in November 2014, as the Debtor's financial circumstances continued
to deteriorate, GW was asked by the Debtor to provide advice with
respect to its exigent financial issues.  In the 90 days prior to
the Petition Date, GW has received payments totaling $696,000.

GW will utilize partners and associates in various areas of
expertise to prosecute the case.  The rates to be charged by
professionals from GW who will work on this matter range from $220
to $545 per hour and its rates for paraprofessionals range from
$175 to $255 per hour.  A standard 10% discount on all rates has
and will continue to be given to Debtor during the case.  The
attorneys who will be primarily to be responsible for providing
services to the Debtors and their respective billing rates (before
the 10% discount) are as follows:

                                        Hourly Rate
                                        -----------
         Burton Weston (Partner)           $545
         Afsheen Shah (Partner)            $440
         Adam T. Berkowitz (Partner)       $400
         Karen L. Rodgers (Partner)        $400
         Andrew J. Schulson (Partner)      $475
         Miachel S. Eng (Associate)        $220

GW received a prepetition retainer of $200,000 to cover the fees
and expenses of advising the Debtor in connection with
restructuring matters and the preparation of the Debtors' petitions
and related "first day" pleadings.

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
April 17, 2015.


FEDERATION EMPLOYMENT: Wants Until May 2 to File Schedules
----------------------------------------------------------
Federation Employment & Guidance Service, Inc., asks the U.S.
Bankruptcy Court for the Eastern District of New York to extend by
30 days, through and including May 2, 2015, the deadline to file
its schedules of assets and liabilities and statement of financial
affairs.  The Debtor avers that an extension is necessary in view
of the amount of work entailed in completing such a project, and
the competing demands upon the Debtor's skeletal staff.

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
April 17, 2015.


FIRST CONNECTICUT: Creditor Wants Info on 341(a) Creditors Meeting
------------------------------------------------------------------
Cynthia Licata, a creditor of First Connecticut Holding Group,
L.L.C., IV, through counsel Bruce J. Duke, filed a letter with the
Bankruptcy Court to ask whether a Sec. 341 creditor meeting has
occurred in the case, and if not, to request the immediate
scheduling of same.

"In reviewing the docket, which confirms that the Chapter 11 was
filed on or about Feb. 15, 2013, it appears that a 341 meeting was
scheduled for March 27, 2013.  However, unless we are not reading
it correctly, the docket does not reflect that this scheduled
meeting ever occurred, despite the fact that this case is more than
two years old.  As a creditor, Mrs. Licata certainly wishes to
question Lorraine Mocco, the purported managing member of the
debtor.  To this end, we are requesting confirmation from your
office that the creditor meeting did in fact occur, and if it did
not, that one be scheduled as soon as possible," Mr. Duke said in
the letter.

The attorney can be reached at:

         Bruce J. Duke, Esq.
         BRUCE J. DUKE, LLC
         4201 Grenwich Lane
         Mount Laurel, NJ 08054
         Tel: (856) 701-0555
         Fax: (856) 282-1079
         Web site: http://www.brucedukeattorney.com
         E-mail: bruceduke@comcast.ne

                  About First Connecticut Holding

First Connecticut Holding Group, L.L.C., IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco, as managing member, signed
the petition.  Judge Donald H. Steckroth presides over the case.

The Debtor's scheduled assets were $12,287,218 and scheduled
liabilities were $68,655,579.

Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor.  James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.



FORD MOTOR: Moody's Assigns (P)Ba1 Subordinated Shelf Rating
------------------------------------------------------------
Moody's Investors Service, assigned provisional ratings to Ford
Motor Credit Company LLC's most recent shelf registration.  The
following shelf ratings were assigned: senior unsecured of (P)Baa3
and subordinate of (P)Ba1.  The outlook is stable.

The senior unsecured rating of Ford Credit is based upon the
implicit and explicit support of its parent Ford Motor Company
(Ford) as well as Ford Credit's ba2 Baseline Credit Assessment
(BCA). Ford's support of Ford Credit results in a two notch uplift
from the company's BCA. Ford Credit is a monoline finance company
with significant ownership, support, and business ties with its
parent Ford. These connections have implications for Ford Credit's
stand-alone credit profile, in terms of its asset quality,
profitability, capital adequacy and access to funding.

Ford Credit's stand-alone credit strengths include its significant
position in retail and wholesale auto finance, effective credit
risk management, good asset quality and profitability performance
measures. Ford Credit's BCA also reflects its solid capital
position and improved liquidity. Credit constraints include Ford
Credit's reliance on wholesale funding and high, though declining,
encumbered asset levels. Moody's said that the subordinate shelf
rating reflects the rating agency's normal notching practices.

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


FORESIGHT ENERGY: Moody's Affirms B2 CFR, Outlook Positive
----------------------------------------------------------
Moody's Investors Service confirmed all existing ratings of
Foresight Energy LLC, including the corporate family rating of B2,
senior secured rating of Ba3 and senior unsecured rating of Caa1.
At the same time, Moody's assigned a Ba3 rating to the new $650
million first lien term loan proposed by Foresight.  The proceeds
of the financing are expected to refinance the existing secured
indebtedness of Foresight, upon the change of control following the
proposed acquisition of Foresight's parent by Murray Energy
Corporation.  The speculative grade liquidity of SGL-2 remains
unchanged.  The ratings outlook is positive.

This concludes the review for upgrade initiated on March 16, 2015,
when the announced that it had entered a definitive agreement
whereby Murray would acquire a controlling interest in Foresight
Energy LP (100% owner of Foresight) and Foresight Energy GP LLC.
Following the closing of the transaction, Murray will hold roughly
80% of general partner and 50% of limited partner interests in
Foresight Energy.  In turn, Mr. Christopher Cline, the founder of
Foresight, will retain an approximately 20% general partner
interest and an approximately 36% limited partner interest.

Assignments:

  -- Senior Secured Bank Credit Facility (Local Currency),
     Assigned Ba3(LGD2)

Confirmations:

  -- Probability of Default Rating, Confirmed at B2-PD

  -- Corporate Family Rating (Local Currency), Confirmed at B2

  -- Senior Secured Bank Credit Facility (Local Currency) Aug 23,
     2018, Confirmed at Ba3(LGD2)

  -- Senior Secured Bank Credit Facility (Local Currency) Aug 23,
     2020, Confirmed at Ba3(LGD2)

  -- Senior Unsecured Regular Bond/Debenture (Local Currency)
     Aug 15, 2021, Confirmed at Caa1(LGD5)

Outlook Actions:

  -- Changed To Positive From Rating Under Review

The B2 CFR reflects our expectation that Foresight would maintain
Debt/EBITDA at around 4x or below over the rating horizon. The
ratings reflect the effective execution of the company's expansion
plans, with the Viking mine coming online in May 2014, and our
expectation that capex will be largely limited to maintenance
levels over the next two to three years. The CFR also reflects
uncertainties as to future financial policies under the MLP
structure, as the company attempts to manage its future investment
needs, target dividend payouts and leverage ratios. The ratings
reflect the company's position as one of the lowest cost producers
in the Illinois Basin, ample reserves, multiple transportation
options, and access to export markets. The CFR also captures the
stable domestic customer base of large scrubbed coal plants and
attractive contracted position through the end of 2016. The ratings
are further supported by our view that Illinois Basin (ILB) remains
the better positioned coal region in the US, poised for growth and
somewhat insulated from the pressures facing domestic thermal
market as a whole. The ratings are constrained by the company's
geographical and operational concentration as an Illinois Basin
producer with five underground mines and the large dividend payout
arising from its MLP structure.

The positive outlook reflects the expected improvement in credit
profile of the company as a result of synergies achieved in the
proposed business combination, including reduced administrative
costs and access to customer relationships historically serviced by
Murray. It also reflects expected better producer discipline in the
Illinois Basin as a result of merging of two key suppliers in the
region.

The Ba3 rating on the first-lien term loan reflects its priority
claim on collateral and assumes no cross-guarantees between Murray
and Foresight with respect to each company's debt.

The SGL-2 speculative grade liquidity rating reflects our
expectation that Foresight will maintain a good liquidity position,
including sufficient operating cash flows to cover capex and MLP
payouts.

The ratings could be upgraded upon successful execution and
integration of the acquisition by Murray and if free cash flows
were expected to be positive with Debt/ EBITDA, as adjusted,
maintained below 4x.

A negative rating action would be considered if Debt/ EBITDA were
expected to rise above 5x or if liquidity were to deteriorate.

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.


GASFRAC ENERGY: Obtains CCAA Court Approval for Sale Agreement
--------------------------------------------------------------
GASFRAC Energy Services Inc. on March 20 disclosed that it has
obtained the approval of the Court of Queen's Bench of Alberta and
the United States Bankruptcy Court in respect of the definitive
asset purchase agreement entered into between GASFRAC and STEP
Energy Services Ltd., contemplating the sale of substantially all
of its assets and related technology by GASFRAC to STEP, together
with all other matters contemplated by the Sale Agreement.  The
Sale Transaction resulted from the previously announced
court-approved sale and investment solicitation process conducted
within the Companies Creditor's Arrangement Act and Chapter 15 of
the United States Bankruptcy Code proceedings, under the
supervision of Ernst & Young Inc., the court appointed monitor and
the board of directors of the Corporation.  GASFRAC will continue
to operate its business under the supervision of its board of
directors and the Monitor.

GASFRAC has also obtained approval of the Courts to undertake a
creditor claims process.  Full particulars of such claims process
will be provided to the creditors by the Monitor.

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

Additional terms of the Sale Transaction will be disclosed as the
Sale Transaction progresses and the Sales Transaction is completed.
The Sale Transaction is expected to be completed in early April,
2015.

                     About GASFRAC Energy

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

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

Ernst & Young Inc., as monitor, sought protection under Chapter 15
of the U.S. Bankruptcy Code for GASFRAC and its five affiliates
(Bankr. W.D. Tex. Case No. 15-50161) on Jan. 15, 2015.  The Chapter
15 cases are assigned to Judge Craig A. Gargotta.  Timothy S.
Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq.,
at Fulbright & Jaworski LLP, serve as counsel in the U.S. cases.


GBG RANCH: Torrecillas Says Plan Is Ambiguous
---------------------------------------------
Torrecillas Wind Energy, LLC, creditor and party-in-interest,
objected to G.B.G. Ranch, Ltd.'s Disclosure Statement in support of
its Plan of Liquidation because the Disclosure Statement does not
clarify the treatment of Torrecillas, nor the resolution of the
Wind Sublease.  Torrecillas says the Debtor's Plan is so ambiguous
as to not be confirmable on its face, which should preclude
approval of its Disclosure Statement.

On Oct. 31, 2014, the Debtor filed its motion to reject correction
wind lease and easement agreement with Quita Wind Energy Co., LLC.
Torrecillas is the lessee under that certain Wind Sublease
Agreement by and among Quita Wind Energy Company, Torrecillas, and
the Debtor which is based, in part, upon the Quita Wind Lease.

Torrecillas points out that the Debtor's Plan does not expressly
assume the Wind Sublease nor does it reveal the terms of any
assumption or rectify the attack on its provenance contained in
the Debtor's motion to reject.

According to Torrecillas, the Disclosure Statement contains no
explanation for the effect of the rejection of the Quita Wind Lease
under the Plan nor does it propose any mechanism for carving out
the Corazon and Oilton Ranches from the blanket rejection of the
Wind Lease in the Plan. Further, to the extent that Quita is to be
dissolved, the Disclosure Statement and Plan must provide an
explanation of how the obligations of Torrecillas under the Wind
Sublease are affected, and whether the Debtor is assuming the
obligations of Quita under the Wind Sublease.  If the Wind Revenue
consists in whole or in part of the payments to be made under the
Wind Sublease, the payment mechanisms in the Wind Sublease must be
clarified.

                    The Disclosure Statement

According to the Disclosure Statement, it is intended that the
Debtor's plan will be a plan of liquidation with all revenue
remaining after the payment of allowed third party claims,
costs of administration (including professional fees and U.S.
Trustee's fees), and liquidation of insider and related party
claims, will be distributed to the equity interest owners of the
Debtor in proportion to their ownership immediately preceding the
Petition date.

The Debtor proposes to dispose of all of its assets in the
following manner:

   1. liquidate the non-mineral classified lands located on the
Hill consisting of Tracts 1, 2, 3, 4, 6, 7, 8 and 9 pursuant to
a protocol that will provide transparency to all interested
purchasers and parties-in-interest;

   2. transfer the surface estate of the Corazon, the surf
ace estate of the Oilton, and the mineral classified lands of the
Hill into a Texas domestic trust which will have two classes of
beneficiaries:

      a. "Surface Estate Beneficiaries"; and

      b. "Wind Revenue Beneficiaries";

   3. sell all of the personal property of the Debtor;

   4. collect all intercompany accounts receivable;

   5. collect all third party accounts receivable.

The Debtor has filed its motion to reject the correction wind lease
and easement agreement with Quita Wind Energy Co., L.L.C.
Quita Wind opposed to the wind rejection motion.  The Debtor and
Quita Wind entered into the Wind Stipulation thereby settling the
issues pending between the parties regarding the Corrected Quita
Wind Lease and Easement Agreement that will permit the Debtor to
sell the Hill Fee Lands free and clear of the Wind Lease.

A copy of the Disclosure Statement is available for free at

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

Torrecillas is represented by:

         JACKSON WALKER L.L.P.
         100 Congress Avenue, Suite 1100
         Austin, TX 78701
         Tel: (512) 236-2000
         Fax: (512) 236-2002
               www.jw.com
         Patricia Baron Tomasco, Esq.
         Tel: (512) 236-2076
         Fax: (512) 691-4438
         E-mail: ptomasco@jw.com

                and

         Matthew D. Cavenaugh, Esq.
         Tel: (713) 752-4284
         Fax: (713) 308-4184
         E-mail: mcavenaugh@jw.com

                           About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas
on July 8, 2014, without stating a reason.  In a schedules filed
Dec. 9, 2014, the Debtor disclosed $54,111,258 in assets and
$4,401,493 in liabilities as of the Chapter 11 filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.



GENERAL MOTORS: Ignition-Switch Death Toll Rises to 74
------------------------------------------------------
Jeff Bennett, writing for Daily Bankruptcy Review, reported that
the number of eligible deaths linked to the General Motors Co.'s
faulty ignition switch stood at 74 people on March 23.

The Troubled Company Reporter, citing The Wall Street Journal,
previously reported that the number of eligible deaths linked to
the General Motors faulty ignition switch stood at 67 on March 16.

The DBR report said the auto maker's compensation fund, operated by
Washington, D.C. attorney Ken Feinberg and Camille Biros, confirmed
the number of eligible death claims climbed by seven people since
last week.  Meanwhile, the number of confirmed injury claims rose
to 126 people from 113, the DBR said.

                      About General Motors

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

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

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

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

                        *     *     *

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

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

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


GOLD RIVER: Has Deal with Loan Oak on Use of Cash Collateral
------------------------------------------------------------
Gold River Valley, LLC, asks the U.S. Bankruptcy Court to approve a
stipulation with senior secured creditor Loan Oak Funding, LLC
relating to the use of cash collateral.

The stipulation provides that Kevin Singer, receiver, is excused
from compliance with the turnover requirements.

Pursuant to the stipulation, the receiver's authority to use cash
collateral will terminate on the earliest of: (i) the effective
date of any confirmed plan of reorganization; (ii) dismissal of the
case; (iii) conversion of the case to one under Chapter 7 of the
Bankruptcy Code; (iv) appointment of a Chapter 7 or Chapter 11
trustee, or (v) the consummation of a sale of the Debtor's property
that results in payment in full to Lone Oak.

The receiver requires the use of certain funds currently in his
possession, well as any further rents that may be collected for the
purposes of funding expenses with respect to the operation and
maintenance of the property.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender replacement lien.

A copy of the stipulation and the budget is available for free at

  http://bankrupt.com/misc/GoldRiver_29_stip_cashcollateral.pdf

                  About Gold River Valley, LLC

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.



GOLD RIVER: Hearing on Trustee Motion Continued Until April 1
-------------------------------------------------------------
The Bankruptcy Court approved a stipulation continuing until April
1, 2015, at 2:00 p.m., the hearing to consider the motion to
appoint a Chapter 11 trustee in the case of Gold River Valley,
LLC.

The stipulation was entered by the Debtor with Lana and Elaine
Tsang, equity security holders.

A reported in the Troubled Company Reporter on Feb. 6, 2015, the
equity security holders of the Debtor asked the Court to appoint a
trustee to oversee the Debtor's bankruptcy case.  The Tsangs said
the Debtor needs an independent fiduciary to make appropriate
business decisions, which will hopefully lead to a successful
reorganization, payment in full to all of Debtors creditors, and a
return to equity security holders.

According to the Tsangs, this is a single asset real estate
bankruptcy case filed by Debtor, an entity that was used as a
vehicle to perpetrate a fraud against the Tsangs, creditors, and
tenants who stand to have their leases eliminated.  Contrary to
Debtor's resolution of authorization and list of equity security
holders, which were both filed under penalty of perjury in this
case, Sunshine Valley LLC, is not the Debtor's sole member.
Together, the Tsangs own a 40% membership interest in Debtor.

According to the Tsangs, these perjuries reflect the latest of a
series of bad acts orchestrated by Debtor's principal, Benny Ko,
and non-member, third-party, Lucy Gao.  Mr. Ko has perpetrated a
fraudulent real estate investment scheme, causing over $3 million
in damages to the Tsangs.

The Tsangs related Mr. Ko creates entities for the purpose of
buying distressed commercial real property through foreclosure
sales.  The Tsangs were solicited by Mr. Ko and his associates to
contribute over $3 million combined for a combined 40% ownership
interest in Debtor.  Mr. Ko promised the contributions would be
used to purchase, renovate, manage, and sell a 12-unit condominium
project.  Mr. Ko took the Tsangs' money, provided them an operating
agreement for Debtor showing their combined 40% ownership interest,
and even caused Debtor to issue Schedule K-1 forms that the Tsangs
used in filing their tax returns.

The Tsangs added Mr. Ko and his cohorts later caused the Debtor to
take out a $4 million loan secured by the Debtor's real property
and sole asset, the 12-unit condominium project.  In obtaining the
loan, Mr. Ko and Ms. Gao presented a different story to the lender
-- that Debtor's sole and managing member was Ms. Gao.  The Tsangs
discovered the existence of the loan when the lender filed a
complaint for judicial foreclosure and the appointment of a
receiver.  A receiver was appointed and the lender had a
non-judicial foreclosure sale scheduled for Jan. 20, 2015.

                   About Gold River Valley, LLC

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.


GOLD RIVER: Receiver Authorized to Continue Possession of Property
------------------------------------------------------------------
U.S. Bankruptcy Judge Thomas B. Donovan, in an amended order,
approved a stipulation between Gold River Valley, LLC, and secured
creditor Lone Oak Fund, LLC, excusing turnover of the property
pursuant to Section 543(d) of the Bankruptcy Code; and maintaining
Kevin Singer as receiver.

Kevin Singer, the receiver appointed in the State Court Action is
excused from compliance with turnover of that certain real
residential property situated in the County of Los Angeles, State
of California, and legally described as:

         LOT 1 OF TRACT NO. 41638 IN THE CITY OF PASADENA,
         COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS
         PER MAP RECORDED IN BOOK 991, PAGES 28 AND 29 OF
         MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
         SAID COUNTY.

         ALSO KNOWN AS LOT 1 OF TRACT 63496, IN THE CITY OF
         PASADENA, COUNTY OF LOS ANGELES, STATE OF
         CALIFORNIA, AS PER MAP RECORDED IN BOOK 1358
         PAGES 73-75, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE
         COUNTY RECORDER OF SAID COUNTY. APN: 5327-020-041

and commonly known as 650-652 S. Lake Avenue, Pasadena,
California.

The parties, in their motion, stated that the interests of
creditors would be better served by permitting the receiver to
continue in possession, custody and control of property.  The
parties agreed that the receiver is excused from compliance with
the turnover of the property and all related bank accounts.

Loan Oak is represented by:

         Simon Aron, Esq.
         Elsa Horowitz, Esq.
         WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN, LLP
         11400 West Olympic Boulevard, 9th Floor
         Los Angeles, CA 90064-1582
         Tel: (310) 478-4100
         Fax: (310) 479-1422
         E-mails: saron@wrslawyers.com
                  ehorowitz@wrslawyers.com

                  About Gold River Valley, LLC

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.


GORDIAN MEDICAL: Plan Confirmation Hearing Continued Until May 6
----------------------------------------------------------------
The Bankruptcy Court continued until May 6, 2015, at 2:00 p.m., the
hearing to consider Gordian Medical, Inc.'s First Amended Plan of
Reorganization dated Jan. 13, 2015.  Objections, if any, are due
April 22.

The Debtors, and the United States on behalf of the U.S. Department
of Health & Human Services, and its designated component, the
Centers for Medicare and Medicaid Services, the United States
Internal Revenue Service and the California Franchise Tax Board,
stipulated and agreed to continue the hearing on (i) Plan
confirmation; and (ii) motions approving settlements with Centers
for United States Medicare and Medicaid, the Internal Revenue
Service and the Franchise Tax Board and (3) the Debtor's objection
to the claims of CMS.

The Debtor filed its First Amended Plan on Jan. 13, 2015, and
originally set Feb. 18, as the hearing date for the confirmation of
the Plan.  Thereafter, pursuant to a stipulation between the
parties, the Feb. 18 hearing was continued to March 4 because the
settlement with CMS was not yet approved by the DOJ.

The Plan incorporates the pending resolutions of all the disputes
between CMS, the IRS and the FTB.  Additionally, pursuant to a
stipulation by and between the Debtor and CMS, the Debtor's motion
for order disallowing Claim Nos. 51-1, 51-2 and 52-1 filed by the
U.S on behalf of the U.S. Department of Health & Human Services was
continued to March 4, because the resolution of the objection
motion was inextricably connected to the confirmation of the Plan.

Counsel for CMS has advised the Debtor's counsel that approval of
the CMS settlement by the DOJ will take at least another four to
six weeks.  As such, in light of the delay of the approval, the
parties request that the March 4 hearing on confirmation of the
Plan be further continued.

As reported in the Troubled Company Reporter on Jan. 16, 2015, the
Plan provides for the payment of all allowed claims in full on the
later of the Effective Date and the date upon which a claim becomes
and allowed claim and the continued operation of the Debtor's
business.  The Debtor intends to fund payments required under the
Plan from the Debtor's cash on hand as of the Effective Date and a
contribution already made by Gerald Del Signore, the president of
the Debtor.

The Reorganized Debtor will pay all persons and entities holding
administrative claims that have not previously been paid 100% of
the allowed amount of the claims, plus interest, fees and costs on
the Effective Date or when the claim becomes an Allowed Claim,
whichever is later.

The Debtor intends to fund payments required under the Amended Plan
from the Debtor's cash on hand as of the Effective Date along with
a $15 million contribution previously made by Gerald Del Signore,
the President of the Debtor.  Of the $15 million, Mr. Del Signore
used approximately $1.5 million to pay all general non-governmental
unsecured claims.

The motion demonstrating the adequacy of the Plan and the Debtor's
memorandum in support of confirmation of the Plan will be filed on
Jan. 28, 2015, and will be available for review at that time.

A copy of the First Amended Plan is available for free at:

          http://bankrupt.com/misc/Gordian_1st_Am_Plan.pdf

The Debtor's counsel can be reached at:

         Samuel R. Maizel, Esq.
         Malhar S. Pagay, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067
         Tel: 310/277-6910
         Fax: 310/201-0760
         E-mail: smaizel@pszjlaw.com
                 mpagay@pszjlaw.com

                      About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in Santa
Ana, California, on Feb. 24, 2012, after Medicare refunds were
halted.  Irvine, California-based Gordian Medical provides
supplies
and services to treat serious wounds.  The Debtor has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37.9 million in assets and
$7.59 million in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  

Jeffrey L Kandel, Esq., Teddy M Kapur, Esq., Samuel R. Maizel,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, represent the Debtor as counsel.  Fulbright & Jaworski
LLP serves as the Debtor's special regulatory counsel.  Loeb &
Loeb
LLP serves as the Debtor's special tax counsel.  GlassRatner
Advisory & Capital Group LLC serves as the Debtor's financial
advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.



HANOVER INSURANCE: Fitch Affirms 'BB' Rating on 2 Debentures
------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of The Hanover Insurance Company, the principal
operating subsidiary of The Hanover Insurance Group (NYSE: THG).

Fitch has also affirmed these ratings for THG:

   -- Issuer Default Rating (IDR) at 'BBB';
   -- Senior unsecured notes at 'BBB-'.

The Rating Outlook is revised to Positive from Stable.

KEY RATING DRIVERS

The revision in Outlook reflects the sharp profitability expansion
in the last two years, due to improved exposures and mix in the
U.S., as well as the consistently solid and growing contribution
from Chaucer Holdings PLC.  In addition, GAAP operating leverage
and net leverage stabilized in 2012-2014 to 1.79x and 4.66x,
respectively, at Dec. 31, 2014, with improved growth in
shareholders' equity, and a financial leverage ratio (FLR) of
25.2%.

THG reported a GAAP combined ratio of 97.2% for 2014, with 4.7
points in catastrophe losses.  This marks continued improvement in
each of the last two years, compared with an average combined ratio
of 102.3% for 2009?2012, with an average 7.1 points in catastrophe
losses.  Return on equity and operating EBIT coverage improved to
10.4% and 6.2x, respectively, for 2014.

THG's ratings reflect adequate capitalization of U.S. operating
subsidiaries, and Fitch's belief that its internal capital
formation is likely to continue to marginally improve.  The score
for U.S. subsidiaries on Fitch's Prism capital model was 'adequate'
at year-end 2013. U.S. statutory surplus increased 12% to $2.1
billion at Dec. 31, 2014, with continued improved operating results
and no dividends paid to the holding company.

Future earnings will continue to be affected by volatility tied to
changes in catastrophe related losses.  THG completed its exposure
and mix management actions in 2014, positioning the company for
continued moderate earnings improvement, primarily in U.S. business
over the intermediate term.  Overall the benefits from premium rate
improvements are waning, and Fitch expects price increases to
moderate or flatten in the near term.  THG has increasingly focused
on business with less pricing sensitivity and better retention by
targeting small commercial business and through a specific personal
lines product launch.

RATING SENSITIVITIES

Key rating triggers that could lead to an upgrade of THG's ratings
over the next 18-24 months include maintaining a combined ratio
below 97%; improving and sustaining GAAP operating interest
coverage to 7x or better, with continued ample subsidiary dividend
capacity; modest improvement in GAAP net leverage (premiums written
plus total liabilities less debt less reinsurance recoverable
divided by shareholders' equity excluding FAS 115) of 4.5x or
better; and maintenance of run-rate FLR below 25%.

Key ratings triggers that could lead to a return to Stable Outlook
include: an acquisition that materially changed THG's operating
profile and/or a shift to significant underwriting losses or
weakening in profitability.

Fitch affirms these ratings with a Positive Outlook:

The Hanover Insurance Group

   -- IDR at 'BBB';
   -- 7.5% senior notes due 2020 at 'BBB-';
   -- 6.375% senior unsecured notes due 2021 at 'BBB-';
   -- 7.625% senior unsecured notes due 2025 at 'BBB-';
   -- 8.207% junior subordinated debentures due 2027 at 'BB';
   -- 6.35% subordinated debentures due March 30, 2053 'BB'.

The Hanover Insurance Company
Citizens Insurance Company of America
   -- IFS at 'A-'.



HAYDEL PROPERTIES: Court Closes Chapter 11 Bankruptcy Case
----------------------------------------------------------
The Hon. Katherine M. Samson of the U.S Bankruptcy Court for the
Southern District of Mississippi issued a final decree and order
closing the Chapter 11 Bankruptcy Case of Haydel Properties LLP
because the Debtor has been fully administered in accordance with
the procedures required by Rule 5009 or Rule 3022 of the Bankruptcy
Code.

The Debtor related its amended disclosure statement and amended
Chapter 11 plan of reorganization was approved by the Court on June
7, 2013, and the plan was confirmed on Aug. 23, 2013.  The plan
became effective 30 days after it was confirmed.  The Debtor said
it made payments under the plan in November 2013 in accordance with
the confirmed plan.

Henry G. Hobbs, Jr., the U.S. Trustee for Region 5, said he has no
objection to the closing of the Debtor's Chapter 11 case.  However,
the Trustee requested that the Court require the Debtor to file all
remaining monthly operating reports and to pay all remaining UST
fees that accrue through the date of closing.

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan.
11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed $11.7
million in assets and $6.8 million in liabilities as of the Chapter
11 filing.

The Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC, and Patrick A. Sheehan, at Sheehan & Johnson,
PLLC.

The Debtor won confirmation of its First Amended Plan of
Reorganization.  The Plan was conceived by management as an
alternative to the more drastic measures available for
restructuring the Company's debt, such as total liquidation of
equipment and properties.  The Debtor will continue to operate the
rental business and market numerous parcels of real property.


HOWREY LLP: More Former Partners Reach Settlements with Trustee
---------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Howrey LLP trustee Allan Diamond has reached settlements with 47
former partners who agreed to chip in $75,000 to the bankrupt
estate and drop $6.1 million in claims that they were pursuing in
the case.

According to the report, the Howrey trustee said in a filing in
U.S. Bankruptcy Court in San Francisco that the settlement, more
than a year in the making, "eliminates contentious claims that
would otherwise develop into costly and time-consuming
litigation."

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HS 45 JOHN: Meeting of Creditors Scheduled for March 31
-------------------------------------------------------
A meeting of creditors will be convened in the Chapter 11 case of
HS 45 John LLC on March 31, 2015, at 2:30 p.m., at 80 Broad St.,
4th Floor, USTM, in Manhattan.

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 HS 45 John

HS 45 John LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10368) on Feb. 20,
2015 in Manhattan.  The case is assigned to Judge Sean H. Lane.
The Debtor tapped Kevin J. Nash, Esq., at Goldberg Weprin Finkel
Goldstein LLP as counsel.  The Debtor estimated $50 million to $100
million in assets and liabilities.



J CREW: Moody's B3 CFR Unaffected by 2014 Q4 Weak Results
---------------------------------------------------------
Moody's Investors Service said that J. Crew Group, Inc.'s ("J.
Crew," an indirect subsidiary of Chinos Intermediate Holdings A,
"Chinos") weak fourth quarter results are credit negative as they
will result in further erosion of the company's already weak credit
metrics.  However, liquidity remains strong.  The B3 Corporate
Family Rating and stable rating outlook are unaffected at this
time.

Chinos Intermediate Holdings A, Inc. ("J.Crew") is the indirect
parent company of J.Crew Group Inc., a multi-channel retailer of
women's, men's and children's apparel, shoes and accessories. As of
Marh 18, 2015, the company operated 367 retail stores (including
282 J.Crew retail stores and 85 Madewell stores), jcrew.com,
jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell
catalog, and 139 factory stores. The company is owned by TPG
Capital, L.P. ("TPG"), Leonard Green & Partners, L.P. ("Leonard
Green") and certain members of the executive management team.

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.


JHK INVESTMENTS: Can Use Bay City's Cash Collateral Until March 31
------------------------------------------------------------------
Bankruptcy Judge Alan H.W. Shiff signed off on a stipulation and
order authorizing debtor JHK Investments, LLC's continued use of
cash collateral until March 31, 2015.

The stipulation was entered between the Debtor and Bay City Capital
Fund V, L.P. and Bay City Capital Fund V Co. Investment Fund L.P.,
which assert interest in all of JHK's assets, including JHK's cash
and accounts receivable.

The Debtor would use the cash collateral to continue its business
and operations, and preserve the value of its assets.

The Debtor may use any cash collateral in accordance with the
budget with a variance of 10% permitted for the period.  A copy of
the budget is available for free at:

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

As adequate protection from an diminution in value of the lenders'
collateral, the Debtor will grant the lenders replacement liens in
all postpetition assets of JHK and proceeds thereof, subject to
carve out on certain expenses.  In addition, the Debtor will make
certain adequate protection payments on behalf of Bay City in the
month of March from funds in escrow with Debtor's counsel and
received from a guarantor of the Bay City Loan and a member of
JHK.

The Court scheduled a hearing for April 7, at 10:00 a.m., to
consider the Debtor's further access to the cash collateral.

                       About JHK Investments

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

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

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

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

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


JHK INVESTMENTS: CBIZ to Work on 2013 and 2014 Tax Returns
----------------------------------------------------------
JHK Investments, LLC, asks the Bankruptcy Court for an order
modifying the scope of retention of the Debtor's accountants CBIZ
MHM LLC, to broaden the scope of CBIZ's engagement.

The Debtor intends to include preparation of federal and state tax
returns for the years 2013 and 2014. CBIZ and the Debtor estimate
that the additional costs of the services will not exceed $24,000.

The Debtor relates that prior retention orders contained a cap of
$12,000 for services rendered in connection with the original
engagement of CBIZ.  The Debtor requests the cap required by Local
Rule be increased by $24,000 so that the CBIZ fee cap will now be
$48,000 for the preparation of the 2011, 2012, 2013 and 2014 income
tax returns.

                       About JHK Investments

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

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

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

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

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


JHK INVESTMENTS: Halloran & Sage Approved as Counsel
----------------------------------------------------
The Bankruptcy Court, in an amended order, authorized JHK
Investments, LLC, to employ Halloran & Sage LLP, under a general
retainer, as counsel, to substitute for the law firm of Zeisler &
Zeisler, P.C., as its general bankruptcy counsel.

H&S will render general legal services as needed throughout the
course of its Chapter 11 case, including litigation and bankruptcy
assistance and advice.

Certain of the legal services that H&S will render to the Debtor
are:

   (a) advising the Debtor of its rights, powers and duties as
       Debtor and Debtor-in-possession continuing to operate and
       manager its business and property;

   (b) advising the Debtor concerning and assisting in the
       negotiation and documentation of financing agreements, debt
       restructuring, cash collateral orders and related
       transactions;

   (c) reviewing the nature and validity of liens asserted against
       the property of the Debtor and advising the Debtor
       concerning the enforceablity of such liens;

   (d) advising the Debtor concerning the actions that it might
       take to collect and to recover property for the benefit of
       the Debtor's estate;

   (e) preparing on behalf of the Debtor certain necessary and
       appropriate applications, motions, pleadings, draft orders,
       notices, schedules and other documents, and reviewing all
       financial and other reports to be filed in this Chapter 11
       case;

   (f) advising the Debtor concerning, and preparing responses to,
       applications, motions, pleadings, notices and other papers
       which will be filed and served in this Chapter 11 case;

   (g) counseling the Debtor in connection with the formulation,
       negotiation and promulgation of a plan of reorganization
       and related documents; and

   (h) performing all other legal services for and on behalf of
       the Debtor which will be necessary or appropriate in the
       administration of the case.

By prior order of the Court dated Nov. 15, 2012, JHK was authorized
to retain the law firm of Zeisler & Zeisler, P.C., as its general
bankruptcy counsel in the case.  The primary attorney responsible
for the JHK case was Craig Lifland.  As of Jan. 5, 2015, Mr.
Lifland joined the law firm of H&S and by the application, JHK
sought to substitute H&S for Z&Z as its counsel in the case.

To the best of the Debtor's knowledge, H&S has no connection with
the Debtor, its creditors or any other party-in-interest.

                       About JHK Investments

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

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

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

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

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


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

     Debtor                                      Case No.
     ------                                      --------
     Karmaloop, Inc.                             15-10635
        aka MissKL
        aka Flud Watches, LLC
        aka Magic Blvd ApS
        aka PLNDR
        aka Fenced Watches, LLC
        aka Karmaloop Boston, LLC
        aka BrickHarbor
        aka KarmaSwap, LLC
        aka Sneakershop.DK ApS
        aka Society Original Products
        aka Team Higher LLC
        aka Streetammo ApS
        aka Kazbah
        aka Boylston Trading Company
        aka Klikit, LLC
        aka Amongst Friends and Family LLC
        aka Karmaloop Europe AG
        aka Pilot Licensing, LLC
        aka Streetammo US, LLC
        aka Streetammo Outlet ApS
        aka Orisue, LLC
        aka Umbrellaloop, LLC
        aka Karmaloop ApS
        aka JungleLife, LLC
     334 Boylston Street, Suite 500
     Boston, MA 02116

     KarmaloopTV, Inc.                           15-10636

Type of Business: A cross-platform digital commerce and media
                  property company that specializes in the sale of
                  global streetwear fashion and culture.

Chapter 11 Petition Date: March 23, 2015

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

Judge: Hon. Kevin J. Carey

Debtors' Counsel: Ericka Fredricks Johnson, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: 302-252-4337
                  Fax: 302-661-7737
                  Email: erjohnson@wcsr.com

                    - and -

                  Steven K. Kortanek, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: 302-252-4363
                  Fax: 302-661-7728
                  Email: skortanek@wcsr.com

                    - and -

                  Morgan L. Patterson, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: 302-252-4326
                  Fax: 302-661-7726
                  Email: mpatterson@wcsr.com

Debtors'          BURNS & LEVINSON LLP
Co-Counsel:

Debtors'          CONSENSUS ADVISORY SERVICES LLC
Investment
Banker:

Debtors'          RUST CONSULTING OMNI BANKRUPTCY
Claims and
Noticing
Agent:

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The petition was signed by Brian L. Davies, Jr., chief
restructuring officer.

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Insight Venture Partners IV, LP    Unsecured Debt      $8,015,984
1114 Avenue of the Americas
36th Floor
New York, NY 10036

Silicon Valley Bank                Unsecured Debt      $8,000,000
3003 Tasman Drive
Santa Clara, CA 95054

GSI Commerce                       Trade Payable       $4,459,206
Lockbox 827327
PO Box 827327
Philadelphia, PA 19182-7327

Insight Venture Partners            Unsecured Debt     $2,518,195
(Cayman) IV, L.P.
1114 Avenue of the Americas
36th Floor
New York, NY 10036

Navigo Consulting Group             Trade Payable      $1,436,128
5030 E 2nd St.
Suite 205
Long Beach, CA 90803

Google Inc.                         Trade Payable        $995,507
Department 33654
PO Box 39000
San Francisco, CA 94139

Katie McEnroe                       Unsecured Debt       $908,200
11 Shore Drive
Plandome, NY 11030

Jakprints Inc.                      Trade Payable        $854,916
3133 Chester Ave
Cleveland, OH 44114

Optaros                             Trade Payable        $802,822
10 Milk Street, 11th Floor
Boston, MA 02108

HUF Inc.                            Trade Payable        $586,352
2301 E. 7th St.
Suite #B200
Los Angeles, CA 90023

Insight Venture Partners VI         Unsecured Debt       $465,819
(Co-Investors), L.P.
1114 Avenue of the Americas
36th Floor
New York, NY 10036

Hybris Software                     Trade Payable        $461,843
c/o Roedl Langford
75 Beattle Pl, Ste. 550
Greenville, SC 29601

Vcare Corporation                   Trade Debt           $394,373
5000 Atrium Way, Suite 8
Mount Laurel, NJ 08054

DHL Express Inc. - 852958043        Trade Payable        $382,440
1652 Collections Center Drive
Chicago, IL 60693

eBay Enterprise Marketing           Trade Payable        $344,551
Solutions Inc.
935 First Avenue
King of Prussia, PA 19406

10 Deep                             Trade Payable        $313,695
19226 70th Avenue South
Kent, WA 98032

Vcare Technology                    Unsecured Debt       $300,000
5000 Atrium Way
Suite 8
Mount Laurel, NJ 08054

Vcare Investments, Inc.             Unsecured Debt       $300,000
5000 Atrium Way
Suite 8
Mount Laurel, NJ 08054

DHL Global Mail                     Trade Payable        $276,899
PO Box 406222
Atlanta, GA 30384-6222

Adobe Systems Incorporated          Trade Payable        $227,686

Akamai Technologies, Inc.           Trade Payable        $218,482

Tranzact                            Trade Payable        $211,632

Mitchell & Ness                     Trade Payable        $191,672

TellApart                           Trade Payable        $167,000

Overdrive                           Trade Payable        $166,000

Vans                                Trade Payable        $156,919

1Point                              Trade Payable        $132,560

Cheap Monday - The News Inc.        Trade Payable        $130,945

LRG                                 Trade Payable        $126,253

Rapid Value Solutions               Trade Payable        $121,200


KARMALOOP INC: Online Retailer Files for Chapter 11 to Sell
-----------------------------------------------------------
Karmaloop, Inc., an 88-employee online retailer of streetwear
fashion, has sought bankruptcy protection with plans to
substantially sell of its assets.

An affiliate of the prepetition lenders has agreed to serve as
stalking horse bidder in the proposed 11 U.S.C. Sec. 363 sale
process.

Brian L. Davies, Jr., the interim CFO, explains in a court filing
that the Debtors' businesses have fallen victim to the shift in
retail purchasing that is occurring, especially among retailers in
the young adult age bracket, as such consumers have moved away from
purchasing traditional brands.  Over the past few months, several
other apparel retailers have filed for bankruptcy protection -- Wet
Seal, Deb Stores Holdings LLC, dELiA*s, Inc. and Cache.  Further,
other similar retailers like American Eagle and Abercrombie and
Fitch are undergoing their own restructuring in light of such
changing consumer trends.

In addition to these industry-wide trends, the Debtors' financial
performance was also adversely impacted by, inter alia, (a) a lack
of capital to purchase sufficient inventory to meet demand, (b)
an inability to fully adapt to business strategies that result in
better margin opportunities such as fast fashion private label and
print-when-ordering manufacturing, and (c) over-ambitious expansion
efforts.

In December of 2014, the Debtors hired Capstone as financial
advisor in hopes of effectuating a restructure of the business by
seeking to change previous operations and lines that no longer
proved profitable or as profitable as other business strategies
available to the Debtors.

Unfortunately, there was insufficient time to implement a grand
strategic vision in time for the Holiday Season, which, along with
the back-to-school season, is traditionally the Company's most
profitable period. Although the Company turned to different sales
strategies, they could not be fully implemented in time for the
2014 holiday season.  KL is obligated under a senior secured
prepetition credit facility pursuant and subject to that certain
Amended and Restated Credit Agreement dated as of June 27, 2014, by
and among KL, as borrower, the lenders party thereto from time to
time, and Comvest Capital II, L.P., as agent.  The Debtors are in
default of their obligations under the facility.

Given the rapidly deteriorating liquidity position, the Debtors
determined in their business judgment that the best means for
salvaging the Debtors' brands and businesses was to file for
chapter 11 relief and seek to sell all, or substantially all, of
the Debtors' assets and businesses as a going concern through a
section 363 sale process.

The Debtors believe that this is the best means to preserve value
for their estates and creditors and thereby allow the Karmaloop
brand to continue, as well as save the jobs of many of the Debtors'
existing employees.

                      Chapter 11 Goals

As the Debtors were days away from having no cash left to pay their
day-to-day operations or employees, the Debtors determined in their
business judgment that a chapter 11 bankruptcy filing offered the
best chance for the Debtors to maximize the value of their
businesses and assets for their estates and creditors.

The Debtors have requested, and the Prepetition Senior Lenders have
proposed to provide, debtor-in-possession financing to the Debtors
pursuant and subject to that certain Debtor-In-Possession Credit
Agreement with the lenders and Comvest Capital II, L.P., as agent.
Given that the Debtors' cash collateral will not be sufficient to
maintain their operations through the contemplated 60 day sales
process, the Debtors intend to enter into the DIP Facility, subject
to Court approval.  On an interim basis, the Debtors are requesting
access to $29,066,658 out of a total $30,866,658 commitment under
the DIP facility.

ComCap Acquisition LLC, a Delaware limited liability company, which
is an affiliate of one or more Prepetition Senior Lenders, has
provided the Debtors with an offer to purchase substantially all of
the Debtors' assets.

The Debtors intend to conduct a sale and auction process under
Section 363 of the Bankruptcy Code to maximize the value of the
Debtors' assets for the benefit of their estates and creditors.

                         First Day Motions

The Debtors on the Petition Date filed motions to:

   -- jointly administer their Chapter 11 cases;
   -- prohibit utilities from discontinuing service;
   -- maintain their existing insurance policies;
   -- pay sales and use taxes;
   -- pay employee wages and benefits;
   -- maintain their bank accounts; and
   -- obtain DIP financing.

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

    http://bankrupt.com/misc/Karmaloop_1st_Day_Affidavit.pdf

                       About Karmaloop Inc.

Karmaloop, Inc., founded in 1999 by Gregory Selkoe, is a
cross-platform digital commerce and media property company that
specializes in the sale of global streetwear fashion and culture.
Karmaloop specializes in the sale of over 400 brands of apparel,
shoes and accessories via an e-commerce business model, primarily
using the Web site http://wwww.karmaloop.com/ The company has
nearly 5 million monthly unique visitors, 2.2 million Facebook
followers and 800,000 Twitter followers.

On March 23, 2015, Karmaloop, Inc. and KarmaloopTV, Inc. filed
voluntary Chapter 11 bankruptcy petitions in the United States
Bankruptcy Court for the District of Delaware (Lead Case No.
15-10635).  The cases are assigned to Judge Kevin J. Carey.

The Debtors tapped Burns & Levinson LLP and Womble Carlyle
Sandridge & Rice, LLP as attorneys; CRS Capstone Partners LLC as
financial advisor and Capstone's Brian L. Davies, Jr., as
restructuring officer; and Omni Management Group, LLC as claims and
noticing agent.



KARMALOOP: May Have to File for Bankruptcy This Week
----------------------------------------------------
James Covert, writing for The New York Post, reported that
Boston-based streetwear Karmaloop may file for bankruptcy this week
as the ongoing talks between chief executive Greg Selkoe and
investors on paying off a portion of the company's secured debt
while adding $10 million in working capital to the business could
fall apart, said one source.

According to the report, citing insiders, those investors include
the prominent New York VC fund Insight Venture Partners, which has
poured about $50 million in unsecured loans and equity into
Karmaloop.


KIOR INC: Judge Extends Deadline to Remove Suits to May 11
----------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given Kior Inc. until
May 11, 2015, to file notices of removal of lawsuits involving the
company and its affiliates.

                            About KiOR Inc.

KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are
development stage, renewable fuels companies based in Pasadena,
Texas and Columbus, Mississippi, respectively.  KiOR, Inc., was
founded in 2007 as a joint venture between Khosla Ventures, LLC,
and BIOeCon B.V.  KiOR Inc.'s primary business is the development
and commercialization of a ground-breaking proprietary technology
designed to generate a renewable crude oil from non-food cellulosic
biomass.

KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-12514) on Nov. 9, 2014, in Delaware.  Through the
chapter 11 case, the Debtor intends to reorganize its business or
sell substantially all of its assets so that it can continue its
core research and development activities.  KiOR Columbus did not
seek bankruptcy protection.

The Debtor disclosed $58.3 million in assets and $261 million in
liabilities as of June 30, 2014.

The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley,
Esq., and Eric M. English, Esq., at King & Spalding, LLP, in
Houston, Texas; and John Henry Knight, Esq., Michael Joseph
Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  The Debtor's financial
advisor is Alvarez & Marsal.  Guggenheim Securities, LLC, is the
Debtor's investment banker.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's claims and noticing agent.

Pasadena Investments, LLC, as administrative agent for a consortium
of lenders, committed to provide up to $15 million in postpetition
financing.  The DIP Agent is represented by Thomas E. Patterson,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California, and Michael R. Nestor, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware.


LIBERTY TOWERS: Meeting of Creditors Adjourned to March 30
----------------------------------------------------------
The meeting of creditors in the Chapter 11 case of Liberty Towers
Realty LLC has been adjourned to March 30, 2015, at 2:00 p.m..  The
meeting of creditors has been adjourned several times, and was
previously scheduled for March 16.

The 11 U.S.C. Sec. 341(a) 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 Liberty Towers

Liberty Towers Realty LLC sought bankruptcy protection in
Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15,
2014, just three years after the dismissal of its previous Chapter
11 case.  The petition was signed by Toby Luria as member.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Carlebach Law Group serves as the Debtor's counsel.

Liberty Towers' case was initially assigned to Judge Carla E.
Craig but has been reassigned to Judge Elizabeth S. Stong due to
Liberty's previous bankruptcy case (Case 11-42589).  The previous
case was dismissed July 27, 2011.

Related entity Liberty Towers Realty I, LLC, also sought bankruptcy
protection (Case No. 14-45189) on Oct. 15, 2014.



LIONS GATE: Hunan Financing Deal No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service said that the partnership agreement
announced this week between Lions Gate Entertainment Corp.
(Lionsgate - Ba3 CFR) and Hunan TV & Broadcast Intermediary Co.
Ltd. whereby Hunan will co-finance qualifying Lionsgate films over
three years, is positive for Lionsgate's strategic and fundamental
growth though will not impact the company's credit ratings.

Given its scale, the Chinese market is playing an ever growing
important role in global film and television industry decisions
including the types of content being greenlit. Some western films
released in China are surpassing the box office performance in the
US. The partnership relationship clearly benefits both parties as
Hunan gets to aligns itself with a successfully growing studio with
proven franchise building capabilities in both film and television.
For Lionsgate, it continues to manage a highly volatile and
therefore financially risky film production business by selling
foreign territories to reduce its production budget exposure for
individual films.

The slate financing arrangement with Hunan excludes The Hunger
Games, Divergent and Twilight franchises. With this new
arrangement, it layers over that framework a partnership which will
co-finance a portion of most of Lionsgate films, further reducing
the company's film production cost exposure. Lionsgate will
continue to distribute its own films and benefit from distribution
fees in most important markets that are not presold, and with some
help from Hunan, the second largest broadcast and cable network
owner in China after the Chinese government, distribute up to four
of the co-financed films in China through Hunan's wholly-owned TIK
Films subsidiaries in partnership with LEOMUS Pictures, a leading
distributor in the Chinese film industry.

Moody's believe that Lionsgate can benefit from other strategic
opportunities and collaborations given Hunan's broadcasting and
cable networks presence in China and the transaction does not limit
Lionsgate's control over the film acquisition and greenlighting
process.  Nor does it affect Lionsgate's control over production
timing or release dates in territories where Lionsgate will be the
distributor.  Therefore, Moody's believe this deal has strong
potential for development and expansion in one of the world's
largest markets with a strategic local partner.


MARBURN STORES: Meeting to Form Creditors' Panel Set for March 27
-----------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on March 27, 2015, at 10:00 a.m. in the
bankruptcy case of Marburn Stores, Inc.

The meeting will be held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

Marburn Stores, Inc. filed petitions for relief under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of New Jersey (Bank. D. N.J. Case No. 15-14411) on March 13, 2015.
The Debtors disclosed total assets of $7.25 million and debts of
$2.85 million.  The petition was signed by Edwin F. Hund, president
& CEO.



MASSACHUSETTS DEVELOPMENT: S&P Cuts Serie 2007 Bonds Rating to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB' on Massachusetts Development Finance Agency's
series 2007 multifamily housing revenue bonds, issued for the
Emerson Manor Apartments project.  The outlook is stable.

"The rating reflects our view of the project's cash flows, which
shows insufficient funds to pay timely debt service until
maturity," said Standard & Poor's credit analyst Jose Cruz.  The
bonds are secured by a Ginnie Mae mortgage-backed security.

The rating also reflects S&P's view of:

   -- Projected insufficiency of assets to cover the reinvestment
      risk based on the 15-day minimum notice period required for
      special redemptions, and

   -- Cash flows projecting an asset-to-liability ratio below 1x
      on July 20, 2042.



MERUELO MADDUX: East West Bank to Sell Stake in Promissory Note
---------------------------------------------------------------
East West Bank will sell to the highest qualified bidder the
interest of Belinda Meruelo in a promissory note dated Sept. 19,
2007, in the original amount of $3.17 million made by Merco Group -
2529 Santa Fe Avenue LLC and payable to the bank.

East West Bank will conduct a public sale on April 6, 2015, at
10:00 a.m. (Local Time) at 135 North Los Robles Avenue, 7th Floor
in Pasadena, California, pursuant to California Uniform Commercial
Code Section 9610 and 9617.

The note is secured by a certain real property commonly know as
2529 South Santa Fe Avenue in Vernon, California, as described in a
deed of trust recorded of Sept. 25, 2007.

To obtain more information about the public sale, contact Maita
Prout at (626)-768-6839 or by email at
Maita.Prout@eastwestbank.com.

As reported in the Troubled Company Reporter on May 7, 2013, Ms.
Meruelo, individually, as trustee of the Meruelo Living Trust u/d/t
dated November 11, 1988, and as representative of the Estate of
Homer Meruelo, filed a proof of claim in the chapter 11 bankruptcy
case of Merco Group 2001-2021 West Mission Boulevard, LLC, a debtor
affiliate of Meruelo Maddux Properties Inc.  Merco Group objected
to the claim and moved for disallowance; the bankruptcy court
granted the disallowance motion.  Belinda appeals the bankruptcy
court's order disallowing the claim.

                       About Meruelo Maddux

Meruelo Maddux Properties, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 09-13356) on
March 26, 2009.  John N. Tedford, IV, Esq., and Enid M. Colson,
Esq., at Danning Gill, Diamond & Kollitz, LLP, in Los Angeles,
represent the Debtors in their restructuring effort.  The Debtors'
financial condition as of Dec. 31, 2008, showed $681,769,000 in
assets and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.  The Debtors have hired
Kurtzman Carson Consultants as solicitation and balloting agent.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

Legendary Investors Group No. 1, LLC, is represented in the case by
Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at The
Soni Law Firm.  East West Bank is represented by Curtis C. Jung,
Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and Elmer Dean
Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.

On June 24, 2011, after trial on competing proposed plans, the
bankruptcy court entered an order confirming the plan of
reorganization proposed by two of MMPI's minority shareholders.
That plan -- by Charlestown Capital Advisors, LLC's and Hartland
Asset Management Corporation -- became effective July 26, 2011.
Under the Plan, Charlestown Capital obtained control of the
reorganized company.  The Charlestown Plan provided for payment in
full to holders of undisputed unsecured claims on the Effective
Date and for payment to holders of secured claims either by
surrender of collateral or through payment over a four-year period.


METRO AFFILIATES: Trustee Has MOU with Liberty Mutual
-----------------------------------------------------
Robert Hirsh, the liquidating trustee of the Metro Affiliates
Liquidating Trust established in connection with the Chapter 11
cases of Atlantic Express Transportation Corp., et al., tells the
Bankruptcy Court that a Stipulation and Memorandum of Understanding
regarding claims handling matters was reached with Liberty Mutual
Insurance Company.  A copy of the MOU is available for free at:  

   http://bankrupt.com/misc/MetroAff_1767_objTrustee_clarify.pdf

The Trustee filed the MOU in a supplement to his objection to
Kathleen McCarthy's cross motion for an order further clarifying
the confirmed Plan.

The Liquidating Trustee is represented by:

         Ted A. Berkowitz, Esq.
         Patrick T. Collins, Esq.
         FARRELL FRITZ, P.C.
         1320 RXR Plaza
         Uniondale, NY 11556
         Tel: (516) 227-0700
         Fax: (516) 227-0777

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

The Joint Chapter 11 Plan of Liquidation filed by Metro
Affiliates, Inc. and its debtor affiliates embodies a global
settlement among the Debtors, the Creditors Committee, Wells Fargo
and Wayzata for a fair allocation of the Debtors' remaining
assets.  Wayzata holds a substantial majority of the Debtors'
Notes.  Among other things, the Settlement provides that proceeds
of the Noteholders' Collateral will be used to pay certain
administrative expenses.

The Plan creates a trust for unsecured creditors who are given the
right to pursue lawsuits.  Recoveries will be shared, with 70%
going to noteholders on their remaining claim of $14.3 million and
30% earmarked for other unsecured creditors.

On June 11, 2014, the U.S. Bankruptcy Court entered its Findings
of Fact, Conclusions of Law, and Order Confirming First Amended
Joint Chapter 11 Plan of Liquidation for the Debtors.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's
Financial advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.



MOLYCORP INC: Hires Miller Buckfire to Probe Capital Structure
--------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that Molycorp Inc., a
producer of rare earths and molybdenum, has hired Miller Buckfire &
Co. LLC to evaluate its capital structure, leading some analysts to
fear a bankruptcy filing is imminent.

According to the report, CEO Geoff Bedford said that the company
has appointed Miller Buckfire to "assist us in our efforts to
strengthen our balance sheet and evaluate our capital structure
going forward" and the Greenwood, Colo.-based company included a
warning about its ability to continue as a going concern in its
annual report, which was filed with the Securities and Exchange
Commission on March 16.

                          About Molycorp

Molycorp Inc. -- http://www.molycorp.com-- produces specialized  
products from 13 different rare earths (lights, mids and heavies),
the transition metal yttrium, and five rare metals (gallium,
indium, rhenium, tantalum and niobium).  It has 26 locations
across
11 countries.  Through its joint venture with Daido Steel and the
Mitsubishi Corporation, Molycorp manufactures next-generation,
sintered neodymium-iron-boron ("NdFeB") permanent rare earth
magnets.

                           *     *     *

In June 2014, Moody's Investors Service downgraded the corporate
family rating of Molycorp to 'Caa2' from 'Caa1'.  The downgrade
reflects continued weakness in rare earths pricing environment,
ongoing negative free cash flows, weak liquidity and high
leverage.

As reported by the TCR on Dec. 12, 2014, Molycorp has a 'CCC+'
corporate credit rating, with negative outlook, from Standard &
Poor's.  "The negative outlook reflects our view that Molycorp's
business and financial condition will become increasingly
precarious unless the Mountain Pass facility can be brought to
full
production capacity," said S&P's credit analyst Cheryl Richer.


NATIONAL FINANCIAL: Moody's Keeps B3 CFR Over Increased Term Loan
-----------------------------------------------------------------
Moody's Investors Service said the ratings of National Financial
Partners Corp. (NFP - corporate family rating B3, probability of
default rating B3-PD) are not affected by its plan to borrow an
incremental $125 million under the accordion feature of its senior
secured term loan.  The company plans to use net proceeds to repay
existing revolver borrowings that funded recent acquisitions and
for general corporate purposes.  In addition to the corporate
family rating, Moody's maintains a B2 rating on NFP's senior
secured credit facilities and a Caa2 rating on its senior unsecured
notes.  The rating outlook for NFP is stable.

NFP's ratings reflect its expertise and favorable market position
in insurance brokerage, particularly providing employee benefit
plans to mid-sized businesses. NFP's business is well diversified
across products, clients and regions spanning the US and Canada.
These strengths are tempered by the company's aggressive financial
leverage and moderate interest coverage following a leveraged
buyout in July 2013. The rating agency expects that NFP will
continue to pursue a combination of organic revenue growth and
acquisitions, the latter giving rise to integration and contingent
risks.

NFP can absorb the incremental borrowing at its current rating
level based on its revenue growth and fairly steady EBITDA margins.
Giving effect to the proposed borrowing, Moody's estimates that
NFP's pro forma debt-to-EBITDA ratio for the 12 months through 31
December 2014 was between 7.5-8x. The rating agency views such
leverage as aggressive for the rating category, and expects it to
decline gradually as NFP increases its EBITDA.

NFP's pro forma financing arrangement as of Dec. 31, 2014, included
a $135 million senior secured revolving credit facility maturing in
2018 (rated B2, unused after giving effect to repayment), a $1.1
billion senior secured term loan maturing in 2020 (rated B2,
includes proposed incremental borrowing of $125 million) and $300
million of senior unsecured notes due in 2021 (rated Caa2).

Factors that could lead to an upgrade of NFP's ratings include: (i)
debt-to-EBITDA ratio below 5.5x , (ii) (EBITDA - capex) coverage of
interest consistently exceeding 2x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 8x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest below 1.2x, or (iii)
free-cash-flow-to-debt ratio below 2%.

Giving effect to the proposed incremental borrowing, NFP's ratings
(and loss given default (LGD) assessments) are as follows:

  -- Corporate family rating B3;

  -- Probability of default rating B3-PD;

  -- Senior secured revolving credit facility maturing in July
     2018 rated B2 (to LGD3, 36% from LGD3, 35%);

  -- Senior secured term loan maturing in July 2020 rated B2 (to
     LGD3, 36% from LGD3, 35%);

  -- Senior unsecured notes due in July 2021 rated Caa2 (to LGD5,
     89% from LGD5, 88%).

The methodologies used in this rating were Moody's Global Rating
Methodology for Insurance Brokers and Service Companies published
in February 2012, and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Based in New York City, NFP is a leading provider of benefits,
insurance and wealth management services to middle market
companies, high net worth individuals and independent financial
advisors. The company generated revenue of $1.2 billion for the 12
months ended Dec. 31 2014.


NEW LOUISIANA: Court Extends Plan Filing Deadline to April 30
-------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana extended the exclusive periods of New
Louisiana Holdings LLC and its debtor-affiliates to:

  a) file a plan of reorganization through and including April 30,
2015; and

  b) solicit acceptances of that plan until June 29, 2015.

As reported in the Troubled Company Reporter on Feb. 17, 2015, the
Debtors asked the Court to enter an order extending their exclusive
period to file a plan through and including March 31, 2015, and a
corresponding extension of their exclusive period to solicit
acceptances of that plan through May 29, 2015.

The Debtors and the Official Committee of Unsecured Creditors have
begun discussions regarding a plan.  However, the Committee has
only recently selected and, subject to the Court's approval,
engaged a financial advisor, and the Committee's professionals are
in the early stages of conducting the diligence necessary to enable
the Committee to negotiate a plan with the Debtors.

Accordingly, the Debtors assert that an extension of their
exclusive periods is reasonable in the context of their Chapter 11
cases, and necessary to provide sufficient time for the Committee
to investigate various issues related to the Debtors, and for them
to negotiate a plan with the primary stakeholders, including the
Committee, obtain approval of a disclosure statement, solicit
acceptances for the plan, and confirm the plan.

                   About New Louisiana Holdings

New Louisiana Holdings LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on June
25, 2014.

Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case
No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at
Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010
Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853),
Lakewood
Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854), Lakewood
Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855), Panola 501
Partners, LP (Case No. 14-50862), Regency 14333 Tenant, LLC (Case
No. 14-50861), Retirement Center 14686 Tenant, LLC (Case No.
14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St.
Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village
5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy
petitions on July 16, 2014.

Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC
(Case No. 14-50909), SA-PG Operator Holdings LLC (Case No.
14-50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG
Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case
No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North
Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No.
14-50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St.
Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No.
14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach
LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No.
14-50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed
separate Chapter 11 bankruptcy petitions on July 28, 2014.

Four more affiliates of New Louisiana -- CHC-CLP Operator Holding
LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No.
14-51101),
SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC (Case No.
14-51103) -- that operate skilled nursing facilities located in
Lakeland, Clewiston and St. Peterburg, Florida, sought protection
under Chapter 11 of the Bankruptcy Code on Sept. 3, 2014.

The Chapter 11 cases are jointly consolidated with New Louisiana's
Chapter 11 case at Case No. 14-50756 before Judge Robert
Summerhays
of the United States Bankruptcy Court for the Western District of
Louisiana (Lafayette).

The Debtors are represented by Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, in Dallas, Texas.  Jan M. Hayden and Baker
Donelson Bearman Caldwell & Berkowitz, P.C. serves as local
counsel.

The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three
creditors of New Louisiana Holdings, LLC, to serve on the official
committee of unsecured creditors.  Pepper Hamilton LLP and
McGlinchey Stafford PLLC serve as counsel to the Committee.


OW BUNKER: Committee Taps Hunton & Williams as Attorneys
--------------------------------------------------------
The Official Committee of Unsecured Creditors of O.W. Bunker
Holding North America Inc. and its affiliated debtors seeks
permission from the U.S. Bankruptcy Court for the District Of
Connecticut to retain Hunton & Williams LLP as its attorneys.

Hunton & Williams is a law firm of national prominence with
offices, among others, in New York, the District of Columbia,
Virginia, North Carolina, Georgia, Florida, and Texas.

The professional services to be rendered by Hunton & Williams to
the Committee may include:

   a. advising the Committee and representing it with respect
      to proposals and pleadings submitted by the Debtors or
      others to the Court;

   b. representing the Committee with respect to the Debtors'
      proposed sale of assets;

   c. representing the Committee with respect to any chapter
      11 plan proposed in the Chapter 11 cases;

   d. litigating avoidance actions or other causes of action;

   e. attending hearings, drafting and reviewing pleadings and
      generally advocating positions which further the
      interests of the creditors represented by the Committee;

   f. assisting in the examination of the Debtors' affairs and
      operations;

   g. advising the Committee regarding the progress of the
      Chapter 11 cases; and

   h. performing other professional services in the best
      interest of those represented by the Committee, including
      without limitation those delineated in Section 1103(c)
      of the Bankruptcy Code.

The Committee requests that Hunton & Williams be paid for its
services on an hourly basis, and reimbursed for actual and
necessary expenses incurred, in accordance with the firm's ordinary
and customary rates which are in effect on the date the services
are rendered, subject to discounts that the firm agreed to provide
for the benefit of the Committee as follows: Peter S. Partee, Sr.
(whose standard hourly rate is $1,020) and Michael P. Richman
(whose standard hourly rate is $1,020) will invoice at the
discounted hourly rate of $800 for the duration of the Chapter 11
cases.  All other Hunton & Williams' professionals will invoice at
a 10% discount from their standard hourly rates, provided, however,
that no Hunton & Williams' professional will invoice at an hourly
rate greater than $800.

Peter S. Partee, Sr., a partner at Hunton & Williams, assures the
Court that the firm is a "disinterested person" as the term is
defined under  Section 101(14) of the Bankruptcy Code.

The current standard and discounted hourly rates, titles and years
of admission to the bar for the attorneys and paralegal at Hunton &
Williams who are expected to have primary responsibility for the
case are:

                                        Standard    Discounted
    Attorney                           Hourly Rate  Hourly Rate
    --------                           -----------  -----------
Peter S. Partee, Sr., Partner (1992)      $1,020       $800
Michael P. Richman, Partner (1979)        $1,020       $800
Andrew Kamensky, Partner (1997)             $815       $733.50
Richard P. Norton, Counsel (2000)           $845       $760.50
Robert A. Rich, Associate (2009)            $595       $535.50

                                       Standard     Discounted
    Paralegal                          Hourly Rate  Hourly Rate
    ---------                          -----------  -----------
Constance Andonian                          $325       $292.50

Other Hunton & Williams' attorneys who may have responsibility for
particular issues arising in the cases bill at standard rates
ranging from $240 per hour to $1,045 per hour.  Paralegal and case
clerk standard rates range from $190 to $370 per hour.  However,
any other attorneys and paralegals who may be needed on this
engagement will also be subject to the applicable discounts and
caps.

                         About O.W. Bunker

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

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

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

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

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

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


PARK FLETCHER: Wants Schedules Filing Deadline Moved to March 24
----------------------------------------------------------------
Park Fletcher Realty, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Indiana a second motion for an extension
of its deadline to file schedules of assets and liabilities,
statement of financial affairs, and related income and expense
schedule.  The Debtor asked the Court to extend the March 17
deadline to March 24.

KC Cohen, Esq., explained that the case was filed in response to
the appointment of a receiver in an emergency fashion and
additional time is needed to accumulate and present the required
documents.  The Debtor has just filed its application to employ
Richey Mills and Associates, LLC, as its financial advisor and said
the firm is working presently to build financial statements and
otherwise assist it in preparing the schedules.

                        About Park Fletcher

Park Fletcher Realty, LLC is engaged in the business of owning and
operating a portfolio consisting of 15 multitenant and 2 single
tenant industrial flex and office-warehouse building containing a
combined rentable area of 807,986 square feet situated on a
non-contiguous 65.114 acre site.

Park Fletcher filed a Chapter 11 bankruptcy petition (Bank. S.D.
Ind. Case No. 15-00843) on Feb. 15, 2015.  The Petition was signed
by Shawn Williams as managing member.  KC Cohen, Esq., at KC Cohen,
Lawyer, PC, serves as the Debtor's counsel.  The Debtors estimated
assets and liabilities of $10 million to $50 million.  Judge
Jeffrey J. Graham presides over the case.



PARK MERIDIAN: Court Consolidates Case with 7220 LLC
----------------------------------------------------
The Hon. James R. Sacca of the U.S. Bankruptcy Court for the
Northern District of Georgia approved the request of Park Meridian
LLC to substantively consolidate with the Chapter 11 case of 7220
LLC (Case No. 15-20448-JRS).

Judge Sacca also ordered the Debtor and 7220 LLC to pay U.S.
Trustee fees separately and individually and file all monthly
operating reports in the record of its own respective case.
Creditors of each individual estate will file proofs of claim
solely in the respective case of that creditor's specific Debtor,
he added.

                       About Park Meridian

Park Meridian sought Chapter 11 protection (Bankr. N.D. Ga. Case
No. 15-20447) in Gainesville, Georgia, on March 2, 2015, stating
that it was unable to pay its debts as they generally mature.  The
Atlanta-based debtor estimated $10 million to $50 million in assets
and debt.


PENN PRODUCTS: S&P Assigns 'BB-' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issuer credit rating to Penn Products Terminals LLC.  The outlook
is stable.  S&P also assigned its 'BB' issue-level rating to the
company's proposed $575 million senior secured term loan B and $125
million revolving credit facility.  The recovery rating on the term
loan B and revolving credit facility is '2', indicating
"substantial" (70% to 90%) recovery; the recovery is in the lower
half of this band.

"The rating reflects a relatively focused geographic footprint and
short contract life, offset by a strong market position in
Pennsylvania and a relatively conservative debt quantum that we
think will avoid concerns about high leverage during the next few
years," said Standard & Poor's credit analyst Michael Ferguson.

Penn Products is an entity developed to own and operate refined
product storage and distribution facilities, totaling more than
nine million barrels of capacity in Pennsylvania.  It earns about
45% of its cash flow from storage services, with the remainder
coming from distribution services.  S&P considers the company to
have a "fair" business risk profile.

The outlook is stable.  This reflects S&P's expectation that the
company will be able to maintain storage rates and distribution
margins in line with what it has earned in recent years, and that
upcoming expansions will be successfully completed.  S&P
anticipates debt to EBITDA of slightly more than 4x during the next
two years and that EBITDA interest coverage ratios will exceed 4.5x
during the forecast period.



PLATTSBURGH SUITES: Lender Wants Court to Dismiss Bankruptcy Case
-----------------------------------------------------------------
Stabilis Fund II LLC, lender of Plattsburgh Suites LLC, asks the
U.S. Bankruptcy Court for the Northern District of New York to
dismiss the Chapter 11 bankruptcy case of the Debtor or, in the
alternative, relief from stay under Section 362(d) of the
Bankruptcy Code to pursue all rights and remedies against the
Debtor's collateral.

According to the lender, the Debtor is unable to confirm a Chapter
11 plan of reorganization.  Additional days spent trying to reach
the only ultimate goal of Chapter 11 will be wasted, and further
delay prior to dismissal of the Debtor's Chapter 11 case will only
further impair its interests.  Based on the circumstances present
here, no benefits exists in granting the Debtors additional time to
flounder in bankruptcy.

The lender says, to the contrary, were this case dismissed, the
court-appointed receiver would be authorized to pay the Debtor's
unsecured trade creditors in full with cash available to the
receiver.  The only "claims" that would not be paid appear to be
those of the Debtor's insiders and affiliates.  As such, in light
of the Debtor's bad faith, and in the absence of any feasible
reorganization, the best interest of the Debtor's creditors
mandates immediate dismissal of this bankruptcy case, the Debtor
adds.

According to court documents, the Debtor and lender are parties to
a certain construction loan and permanent agreement dated May 21,
2009, originally between the Debtor and KeyBank, National
Association (the original lender), filed in the Clinton County
Clerk's Office on June 4, 2009, under File No. 2009-42597.  The
loan is evidenced by, among other things, a certain promissory note
dated as of May 21, 2009, made by the Debtor in the maximum
principal amount of $15,687,000.  The note matured by its terms on
Dec. 31, 2011, but remains unpaid.

The lender says, before the Debtor's bankruptcy filing, it sought
to foreclose its interest in all of the Debtor's assets.  A
foreclosure sale of the Debtor's assets was scheduled to occur on
Jan. 29, 2015.

A hearing is set for April 1, 2015, at 10:30 a.m., at Albany
Courtroom to consider the lender's request to dismiss.

The lender retained as counsel:

   John D. Rodgers, Esq.
   Deily & Glastetter LLP
   8 Thurlow Terrace
   Albany, NY 12203
   Tel: (518) 436-0344
   Email: jrodgers@deilylawfirm.com

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


QUICKSILVER RESOURCES: March 25 Meeting Set to Form Panel
---------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on March 25, 2015, at 1:00 p.m. in the
bankruptcy cases of Quicksilver Resources, Inc., et al.

The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                         About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) 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 claims to be 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.

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.

The Company disclosed $1,214,302,000 in assets and $2,352,173,000
in liabilities as of Dec. 31, 2014.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada.  Richards Layton & Finger,
P.A., is legal co-counsel in the Chapter 11 cases.  Houlihan Lokey
Capital, Inc. is serving as financial advisor.  Garden City Group
Inc. is the claims and noticing agent.



REALTY EQUITIES GOSHEN: Shopping Center to Be Sold on April 15
--------------------------------------------------------------
AuctionAdvisors will hold an auction on April 15, 2015, at 12:00
p.m., at 84-116 Clowes Avenue in Goshen, New York, to sell Goshen
Plaza Shopping Center.  The firm can be reached at 800.862.4348

James Walsh, writing for Times Herald-Record, reported in January
that Bankruptcy Judge Robert Drain gave a tentative nod for an
auction to sell the shopping center on or before April 15.  The
sale would happen if the owner, Realty Equities Goshen, fails to
refinance or fund a reasonable bankruptcy reorganization, the
report said, citing court proceedings.

Times Herald-Record reported that, as proposed by Realty Equities
manager Paul Foley, the plan calls for full payment of the debt
owed a former Foley business associate as well as his approval of
any sale. Foley was to file a reorganization plan with the court in
February.

The report noted that Goshen Plaza Partners LLC, a company owned by
former Foley business associate G. Warren Schloat III, bought out a
$6 million debt that Realty Equities owed TD Bank for loans to
revitalize the shopping center.  The work was never done, despite
Foley's continued pledges to Goshen officials, beginning in 2004.

Goshen Plaza Partners is seeking to foreclose on Realty Equities.
Times Herald-Record said Schloat guaranteed Realty Equities' loans
from TD Bank, promising to maintain $3 million of liquidity, as
well as a net worth of $10 million, according to court filings.

Goshen Plaza Shopping Center is a 52,730 sq. ft. retail shopping
center situated on 13.7 acres of land. Built in 1980, the center is
comprised of 16 retail spaces, 10 which are currently occupied.
The property is anchored by CVS Pharmacy/Store. Additional tenants
include Dunkin Donuts, H & R Block, a nail salon, laundry, dry
cleaner, liquor store, Verizon Wireless Authorized Retailer and a
pizza and Chinese restaurant. The property had approvals in place
to add an additional 47,000 sq. ft. of retail space for a
supermarket, two retail pad sites, and a restaurant. The Property
is located in the Village of Goshen in Orange County just one block
off Exit 124 of NYS 17.

The final sale is subject to bankruptcy court approval.

More information on the auction is available at
http://is.gd/pp4lHY

                   About Realty Equities Goshen

Realty Equities Goshen, LLC, based in White Plains, NY, filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 14-23199) on August
22, 2014.  Hon. Robert D. Drain presides over the case.  Donald W.
Clarke, Esq., and Leonard C. Walczyk, Esq., at Wasserman Jurista &
Stolz, P.C., serve as the Debtor's counsel.

In its petition, the Debtor listed total assets of $6.60 million
and total liabilities of $7.91 million.  The petition was signed by
Paul Foley, managing member.  A list of the Debtor's three largest
unsecured creditors is available for free at
http://bankrupt.com/misc/nysb14-23199.pdf


RESPONSE BIOMEDICAL: Releases Q4 and 2014 Financial Results
-----------------------------------------------------------
Response Biomedical Corp. reported financial results for the fourth
quarter and year ended Dec. 31, 2014.

Response's Interim Chief Executive Officer, Dr. Anthony (Tony)
Holler, commented on Response's Q4 2014 performance saying, "This
quarter was very significant for Response.  Sales in China grew 6%
offsetting a decline in sales in the rest of the world due to the
timing of shipments.  We have now achieved and have received the
first two milestones in the Joinstar collaboration and we
successfully closed the equity portion of the collaboration in Q4.
We were also happy to report that we renegotiated the SVB term loan
during the fourth quarter for terms that are better suited to our
business.  These achievements demonstrate the strength of the
current leadership team at Response.  Sales outside of China have
been disappointing, but we are rebuilding distributor relationships
while at the same time focusing more resources on our key market --
the major growth opportunity we see in China."

Dr. Holler added, "Gross margins declined in the quarter versus
last year and the previous quarter due primarily to a strategic
decision to increase our customer base through aggressive
promotional reader placements along with changes in our product mix
and higher inventory provisions.  We expect that the promotional
reader placements will result in greater usage of our cardiac tests
in 2015 and beyond as our distributors place these readers in
hospitals.  We are now implementing additional efficiencies in
manufacturing and purchasing which, together with positive exchange
fluctuations, we anticipate will have a favorable future impact on
our margins after our current promotional reader efforts are
completed."
  
Total fourth quarter revenue was C$3.2 million, up 1% from C$3.1
million in Q4 2013.

Fourth quarter 2014 GAAP net income was C$0.1 million compared with
C$3.2 million in Q4 2013.

Product sales decreased 6% to C$10.8 million for the year ended
Dec. 31, 2014, compared to C$11.5 million in the prior year.

Adjusted Net loss for the year ended Dec. 31, 2014, increased by
C$2.2 million to C$6.1 million from C$3.9 million in the prior
year.

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

                        http://is.gd/IreOOO

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28
million in 2012 and a net loss and comprehensive loss of C$5.37
million in 2011.

The Company's balance sheet at Sept. 30, 2014, showed
C$12.3 million in total assets, C$15.6 million in total liabilities
and total stockholders' deficit of C$3.32 million.

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, 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 recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, which
raises substantial doubt about its ability to continue as a going
concern.


RITE AID: Fitch Rates New $1.8-Bil. Sr. Unsecured Notes 'B/RR4'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating (with recovery
prospects of 31% to 50%) to Rite Aid Corporation's (Rite Aid) new
$1.8 billion 6.125% guaranteed senior unsecured notes due April 1,
2023, and has concurrently downgraded $1.7 billion of its existing
guaranteed senior unsecured notes to 'B/RR4' from 'B+/RR3'.

The notes will be used to finance Rite Aid's $2 billion acquisition
of Envision Pharmaceutical Services (EnvisionRx), an independent
full-service pharmacy benefit management (PBM) company which is
expected to close by September 2015, subject to regulatory
approvals and other customary closing conditions.

If the acquisition is not completed, the new notes could be used to
redeem existing debt and have special optional redemption
features.

The new notes are fully and unconditionally guaranteed, jointly and
severally, on an unsubordinated basis, by all of its subsidiaries
that guarantee its obligations under its senior secured credit
facility (the 'Senior Credit Facility'), the Tranche 1 Term Loan,
the Tranche 2 Term Loan, and 8.00% notes due 2020, and existing
notes ($902 million 9.25% Notes due March 2020 and $810 million
6.75% senior notes due June 2021) and, upon consummation of the
acquisition, by EnvisionRx and certain of its domestic subsidiaries
other than Envision Insurance Company. The guarantees are
unsecured.

Fitch has also affirmed the following ratings:

Rite Aid Corporation

-- IDR at 'B';
-- Secured revolving credit facility and term loans at
     'BB/RR1';
-- First and second lien senior secured notes at 'BB/RR1';
-- Non-guaranteed senior unsecured notes at 'CCC+/RR6'

The Rating Outlook is Positive.

KEY RATING DRIVERS

Fitch Ratings views Rite Aid's February 2015 announcement that it
will acquire EnvisionRx, an independent full-service pharmacy
benefit management (PBM) company, as a positive move as it will
enable the company to expand its distribution channels by getting a
foothold in the specialty and mail-order channels. The acquisition
is supported by Rite Aid's ability improved credit metrics and cash
flow over three years, enabling it to start making investments that
will help strengthen its competitive positioning over the
medium-longer term in the complex and evolving healthcare landscape
where there is increased demand for an integrated health and
wellness offering.

The transaction is valued at approximately $2 billion, which
includes the value of an expected future tax benefit of $275
million and is being financed by the $1.8 billion note issuance and
$200 million in Rite Aid stock, or approximately 27.9 million
shares. Proforma for the transaction, Rite Aid's adjusted leverage
is expected to increase to 6.2x from 5.9x in fiscal 2015 (February
2015) versus Fitch's prior expectations that it would trend towards
the mid-5x range over the next 24 months. However, Fitch expects
leverage will get back to below 6x in 24 months assuming FCF is
deployed towards debt reduction post the transaction.

EnvisionRx is a national, full-service pharmacy benefit management
(PBM) company with projected 2015 calendar year revenues of
approximately $5 billion and projected 2015 calendar year EBITDA in
a range of $150 to $160 million. Fitch expects EBITDA from this
business could potentially double over the next five years on
additional contract wins and growth in its specialty business (from
a low base currently). The transaction is expected to be accretive
to Rite Aid's earnings in the first full year following the closing
of the transaction.

Fitch expects Rite Aid's EBITDA before the contribution from
EnvisionRx to be sustainable at $1.3 billion over the intermediate
term, enabling the company to dedicate increased capex toward store
remodels and some store relocation activity, and to devote FCF to
debt reduction. While Fitch expects gross margin to decline in the
20 bps- 30 bps range annually, due to ongoing pharmacy
reimbursement rate cuts that will put some pressure on the current
LTM EBITDA margin of 5.1%, Fitch expects same-store sales to grow
at 2%-3% over the next 24 months, resulting in relatively flat
EBITDA levels. The same-store sales projection is based on
front-end same-store sales of 1%, prescription volume growth of
1.5% - 2.0% and some pharmacy inflation.

Rite Aid's operating metrics still significantly lag its larger
peers, with average weekly prescriptions per store of 1,260 and
retail EBITDA margin of 5.1%, versus 6.7% for Walgreen Co. and
11.8% for CVS Caremark's (CVS) retail business, pre corporate
costs. However, its Wellness+ loyalty card program and recent
remodeling activity have helped stabilize prescription volume and
have resulted in modest front-end growth. In addition, the
acquisition will now provide some exposure to other distribution
channels and Fitch expects Rite Aid's market share to remain
relatively stable over the intermediate term.

Rite Aid has maintained liquidity in the $950 million -- $1.3
billion range for the past three years. Fitch expects FCF, net of
capex of $525 million, to be approximately $350 million after
taking into account $70 million related to the acquisition of
Health Dialog and RediClinic in fiscal 2015. Fitch expects FCF to
be in the $300 million range in fiscal 2016 and $200 million
thereafter. Fitch expects the acquisition to be FCF neutral in the
first year (with project interest expense of $130 million and capex
of $20 million largely offsetting the $150 million to $160 million
projected 2015 EBITDA) but should be FCF positive thereafter in
line with EBITDA growth. This should support further debt
reduction, barring significant incremental capex spend or
investments in the business, and bring back leverage from 6.2x post
acquisition to under 6x over the next 24 months.

KEY ASSUMPTIONS

-- Rite Aid's EBITDA before the contribution from EnvisionRx is
    expected to be sustainable at $1.3 billion over the
    intermediate term, with same store sales growth of 2% to 3%.

-- EnvisionRx is projected to have 2015 calendar year revenues of

    approximately $5 billion and EBITDA in a range of $150 to $160

    million. Fitch expects EBITDA from this business could
    potentially double over the next five years on additional
    contract wins and growth in its specialty business (from a low

    base currently).

-- Fitch expects FCF to be in the $300 million range in fiscal
    2016 and $200 million thereafter. The acquisition is expected
    to be FCF neutral in the first year but should be FCF positive

    thereafter in line with EBITDA growth. This should support
    further debt reduction, barring significant incremental capex
    spend or investments in the business, and bring back leverage
    from 6.2x post acquisition to under 6x over the next 24
    months.

RECOVERY CONSIDERATIONS

The issue ratings shown are derived from the IDR and the relevant
Recovery Rating. Fitch's recovery analysis assumes distressed
enterprise value of approximately $6.0 billion on Rite Aid's
existing inventory, receivables, prescription files and owned real
estate.

The $3.0 billion revolving credit facility due January 2020 (or up
to $3.7 billion when the company repays its 8.00% Senior Secured
Notes due 2020 in full) and the $650 million senior secured notes
due August 2020 have a first lien on the company's cash, accounts
receivable, investment property, inventory, and script lists, and
are guaranteed by Rite Aid's subsidiaries. This gives them
outstanding recovery prospects (91%-100%) that support their
'BB/RR1' rating. The senior secured credit facility requires the
company to maintain a minimum fixed charge coverage ratio of 1.0x
only if availability on the revolving credit facility is less than
$175 million at any time.

The $970 million in Tranche 1 and Tranche 2 term loans have a
second lien on the same collateral as the revolver and term loans
and are guaranteed by Rite Aid's subsidiaries. These are also
expected to have outstanding recovery prospects and are rated
'BB/RR1'.

The existing $1.7 billion and the new $1.8 billion guaranteed
unsecured notes are expected to have average recovery prospects
(31%-50%) and are therefore rated 'B/RR4'. The approximately $500
million unsecured non-guaranteed notes are assumed to have poor
recovery prospects (0%-10%) in a distressed scenario.

RATING SENSITIVITIES

Positive Rating Action: A positive rating action could result if
Rite Aid sustains positive comparable store sales and EBITDA in the
$1.5 billion range or better, enabling to company to further reduce
debt and reduce adjusted debt/EBITDAR towards the mid-5.0x range.

Negative Rating Action: A negative rating action could result from
deteriorating sales and profitability trends that take leading to
negative FCF and leverage to over 7.0x.



ROADMARK CORP: Has Access to Cash Collateral Until April 7
----------------------------------------------------------
Roadmark Corp. received interim approval from U.S. Bankruptcy Judge
David Warren to use the cash collateral of its lenders.

The court order authorizes the company to use the cash collateral
of DSCH Capital Partners LLC and PMC Financial Services Group LLC
until April 7, 2015.  

In return, DSCH Capital will receive $100,000 from Roadmark as
additional "adequate protection" payment, according to court
filings.

Judge Warren will hold a hearing on April 7, 2015, to consider
final approval of the Company's request to use its lenders' cash
collateral.

                     About Roadmark Corporation

Roadmark Corporation is a regional full-service highway paving
striper operating primarily in North Carolina, South Carolina,
Virginia and Maryland.

Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.
The case is assigned to Judge David M. Warren.

The Debtor disclosed $14.5 million in assets and $15.0 million in
liabilities in its schedules.

The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L.
Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North
Carolina, as counsel.  The Debtor also tapped Nelson & Company as
accountants and The Finley Group, Inc., as financial consultant.

The U.S. Trustee appointed eight creditors to serve on the official
committee of unsecured creditors.



SOBELMAR ANTWERP: Section 341(a) Meeting Scheduled for April 15
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of USA Synthetic Fuel
Corporation will be held on April 15, 2015, at 10:00 a.m. at Office
of the UST.  Proofs of claim are due by July 14, 2015.

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 Sobelmar Antwerp

Sobelmar Antwerp N.V., a Belgium corporation provides worldwide
seaborne transportation services, operating a fleet of four
handysize bulk carriers.  The vessels Brasschaat, Vyritsa, Kovdor,
and Zarachensk, are owned that are all Marshall Islands
corporations.

Sobelmar Antwerp N.V. and its affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Lead Case No. 15-20423) in
Hartford, Connecticut, in the United States on March 17, 2015.  

The Debtors have approximately $66.2 million in assets and $63
million in liabilities as of Dec. 31, 2014.

The Debtors tapped Bracewell & Giuliani LLP, in Hartford,
Connecticut, as counsel.

The formal schedules of assets and liabilities are due March 31,
2015.


SOCIAL CLUB: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Social Club, LTD
           dba Social Steakhouse & Club
        205 Conquest Blvd.
        Edinburg, TX 78539

Case No.: 15-70142

Chapter 11 Petition Date: March 20, 2015

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

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Marcos Demetrio Oliva, Esq.
                  MARCOS D. OLIVA, PC
                  223 W. Nolana
                  McAllen, TX 78504
                  Tel: 956-683-7800
                  Fax: 866-868-4224
                  Email: marcos@oliva-law.com

Total Assets: $557,418

Total Liabilities: $1.63 million

The petition was signed by Hector Casas, partner.

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


SOUTHERLY HILLS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southerly Hills TOU LLC
        2301 Country Club Rd.
        Endicott, NY 13760

Case No.: 15-60360

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 20, 2015

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Judge: Hon. Diane Davis

Debtor's Counsel: Peter Alan Orville, Esq.
                  ORVILLE & MCDONALD LAW, PC
                  30 Riverside Drive
                  Binghamton, NY 13905
                  Tel: 607-770-1007
                  Email: peteropc@gmail.com

Total Assets: $410,303

Total Liabilities: $3.2 million

The petition was signed by Salvadore Julian, single member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb15-60360.pdf


SPANSION INC: S&P Withdraws 'BB-' CCR Following Acquisition
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'BB-'
corporate credit rating on U.S.-based Spansion Inc. given that
Cypress Semiconductor Corp. has completed its acquisition of
Spansion and repaid all debt in full.  S&P also withdrew its
issue-level ratings on Spansion's subsidiary, Spansion LLC.


STANDARD REGISTER: March 24 Meeting Set to Form Creditors' Panel
----------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on March 24, 2015, at 10:00 a.m. in the
bankruptcy cases of The Standard Register Company, et al.

The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                      About Standard Register

Standard Register -- http://www.standardregister.com/-- provides
market-specific insights and a compelling portfolio of workflow,
content and analytics solutions to address the changing business
landscape in healthcare, financial services, manufacturing and
retail markets.  The company has operations in all U.S. states and
Puerto Rico, and currently employs 3,500 full-time employees and 16
part-time employees.

The Standard Register Company sought Chapter 11 protection (Bankr.
D. Del. Case No. 15-10541) on March 12, 2015, with plans to launch
a sale process where its largest secured lender would serve as
stalking horse bidder in an auction.

The Debtors have tapped Young Conaway Stargatt & Taylor LLP as
counsel, and Prime Clerk LLC as claims agent.


STATE FISH: Deluca Sisters Defend Hiring of Avant's George Blanco
-----------------------------------------------------------------
Vanessa DeLuca, Roseann DeLuca and Janet Esposito -- the Deluca
Sisters -- said the allegations raised by John Michael DeLuca in
its objections to State Fish Co., Inc.'s assumption of the advisory
agreement with Avant Advisory Group are not true and are not
supported by evidence.

John has asserted that the independent directors of the Debtor,
Mark Stolper and Kirk Waldron, together with CRO George Blanco of
Avant, are "agents" of the Deluca Sisters who work at their behest
and that the Sisters run the day-to-day operations of the Debtor
for their own self interest.

The Sisters' counsel, Eric P. Isreal, Esq., of Danning, Gil,
Diamond & Kolitz, LLP, argues that there is no evidence that the
CRO and the independent directors are controlled by the Sisters.
Vanessa is providing consulting services, at the CRO's request, as
necessary to help the Debtor avoid delay, by providing current and
historical information, and to help maintain the highest value for
the Debtor as a going concern.  The Sisters, Mr. Isreal notes, are
incentivized to assist the Debtor to successfully reorganize, among
other reasons, because they own about 71% of the stock of the
Debtor, which they believe is solvent.  Two of the Sisters are also
secured creditors, Mr. Isreal adds.

The Deluca Sisters note that John, through company J. DeLuca Fish
Co., is a competitor of the Debtor and, as such, benefits more from
the Debtor's demise than from its success as a going concern.

In its reply to John DeLuca's objection, the Debtor points out that
Mr. DeLuca is a competitor of State Fish who has already, in the
brief span of the bankruptcy case, demonstrated his desire to
disrupt any chance the Debtors have to restructure or even to
remain alive.  

On behalf of the Debtor, Alan D. Smith, Esq., at Perkins Coie LLP,
argues that the John DeLuca Opposition is based on a hodge-podge of
disconnected facts and baseless assumptions as to malevolent
motives.  According to Mr. Smith, it is wrong on the law and wrong
on the facts, and it constitutes another attempt to re-litigate the
many years of disputes among the various members of the DeLuca
family.

As reported in the Feb. 19, 2015 edition of the Troubled Company
Reporter, creditor and equity interest holder John Michael DeLuca
submitted an opposition to the motion of State Fish Co., Inc., for
a final order assuming the Debtor's agreement with Avant Advisory
Group and approving George Blanco's appointment as CRO.  According
to John DeLuca, Mr. Blanco was not properly hired, does not need to
be under 11 U.S.C. Sec. 327 and Avant is not "disinterested"
because he is an officer of the Debtor, an insider under Section
101(31) and at the same time, a manager and partner of a consulting
company, Avant, which was hired under a prepetition contract which
is subject to assumption or rejection under Section 365 of the
Bankruptcy Code.

Vanessa DeLuca, Roseann DeLuca and Janet Esposito are represented
by:

         Eric P. Israel
         Zev Shechtman
         DANNING, GILL, DIAMOND & KOLLITZ, LLP
         1900 Avenue of the Stars, 11th Floor
         Los Angeles, California 90067-4402
         Tel: (310) 277-0077
         Fax: (310) 277-5735
         E-mail: eisrael@dgdk.com
                 zshechtman@dgdk.com

                        About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

                            *   *   *            

John DeLuca, shareholder of State Fish Co. Inc., is asking the asks
the Bankruptcy Court to either dismiss the Debtor's Chapter 11
case, abstain from exercising jurisdiction in the case, or appoint
a Chapter 11 trustee to oversee the Debtor's case.


STATE FISH: J. DeLuca Says Perkins Has Conflict of Interest
-----------------------------------------------------------
Creditor and equity holder John DeLuca filed an objection to State
Fish Co., Inc.'s application to employ Perkins Coie LLP as their
bankruptcy counsel.  

Mr. DeLuca claims that Perkins has a conflict of interest and is
not disinterested, in violation of 11 U.S.C. Sec. 327(a), so it
should be disqualified from serving in any capacity on behalf of
State Fish.

According to Mr. DeLuca, Judge Hiroshige of Department 54 of the
Los Angeles Superior Court has found that Perkins and the DeLuca
Sisters, who are Vanessa DeLuca, Janet Esposito and Roseann DeLuca,
cannot be trusted not to engage in collusive acts not in State
Fish's interests.  

Mr. Deluca adds that Perkins and David Katz, one of its partners,
have impermissibly advanced the interests of the DeLuca Sisters and
their co-conspirator Susan Ricci, by:

  (1) masterminding the illegal appointment at State Fish of
      "independent" directors hand-picked by Perkins whose
      election was illegal and a nullity -- all in an effort to
      "moot" a judgment which would have brought millions of
      dollars to State Fish's coffers;

  (2) expanding Perkins' role in State Fish by illegal fiat of
      those illegally appointed directors -- thus earning Perkins
      more than $485,000, according to the latest papers filed by
      State Fish Co., Inc. in the matter;

  (3) presiding over State Fish's violating plain orders of Judge
      Hiroshige;

  (4) impermissibly purporting to negotiate on behalf of both
      State Fish and the Individual Defendants who are adverse to
      State Fish; and

  (5) terminating those negotiations on Mr. Katz' own
      determination that the settlement positions taken by
      Plaintiffs were unfair to the Individual Defendants.

John DeLuca is represented by:

         Marsha A. Houston, Esq.
         Christopher O. Rivas, Esq.
         REED SMITH LLP
         355 South Grand Avenue, Suite 2900
         Los Angeles, CA 90071-1514
         Tel: 213-457-8000
         Fax: 213-457-8080

                -- and --

         Sa'id Vakili, Esq.
         VAKILI & LEUS, LLP
         3701 Wilshire Boulevard, Suite 1135
         Los Angeles, California 90010-2822
         Tel: 213-380-6010
         Fax: 213-380-6051

                -- and --

         John A. Schlaff, Esq.
         LAW OFFICES OF JOHN A. SCHLAFF
         2355 Westwood Boulevard, Suite 424
         Los Angeles, California 90064-2109
         Tel: 310-474-2627
         Fax: 310-362-8883

                        About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

                            *   *   *            

John DeLuca, shareholder of State Fish Co. Inc., is asking the asks
the Bankruptcy Court to either dismiss the Debtor's Chapter 11
case, abstain from exercising jurisdiction in the case, or appoint
a Chapter 11 trustee to oversee the Debtor's case.


STATE FISH: R. Todd Neilson Named as Chapter 11 Trustee
-------------------------------------------------------
R. Todd Neilson has been appointed as Chapter 11 trustee of Debtor
State Fish Co., Inc.  The U.S. Trustee made the appointment, and
the U.S. Bankruptcy Court for the Central District of California
approved such appointment, effective as of Feb. 27, 2015.

                       About State Fish

State Fish Co., Inc., was founded in 1932 and began as a small
local wholesale fish buyer in California.  Under the leadership of
Sam DeLuca, State Fish expanded from a small fresh fish company to
an internationally-known import and export company operating its
own processing and cold store facilities near the Port of Los
Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed
in April 2012 to produce high quality food and beverage products.

State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy
petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid
a family dispute and liquidity woes brought by declining fish
catches.  Sisters Vanessa DeLuca, Roseann DeLuca and Janet
Esposito, backed the bankruptcy filing while John DeLuca has
opposed the Chapter 11 effort.

The Hon. Sandra R. Klein presides over the jointly administered
cases.  Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie
LLP, serve as the Debtors' counsel.  George Blanco, at Avant
Advisory Group, acts as chief restructuring officer.

State Fish disclosed $34,868,772 in assets and $10,084,671 in
liabilities as of the bankruptcy filing.

The U.S. Trustee has appointed three entities -- Cedar Cold
Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to
serve on the official committee of unsecured creditors.  The panel
has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its
general counsel.

                            *   *   *            

John DeLuca, shareholder of State Fish Co. Inc., is asking the asks
the Bankruptcy Court to either dismiss the Debtor's Chapter 11
case, abstain from exercising jurisdiction in the case, or appoint
a Chapter 11 trustee to oversee the Debtor's case.


SUNOCO LP: Fitch Assigns 'BB' LT Issuer Default Rating
------------------------------------------------------
Fitch Ratings has assigned a 'BB' Issuer Default Rating (IDR) to
Sunoco, LP (SUN). In addition, Fitch has assigned a 'BB+/RR1'
rating to SUN's senior secured credit facility, and a 'BB/RR4'
rating to SUN's senior unsecured notes offering due 2023. The notes
are being co-issued with Sunoco Finance Corp. (rated 'BB' by
Fitch).

The 'BB+/RR1' rating for SUN's senior secured revolving credit
facility reflects its substantial collateral coverage and
outstanding recovery prospects in a distressed scenario. The one
notch uplift from SUN's IDR reflects Fitch's notching criteria for
issuers with IDR's in the 'BB' range. On the other hand, the rating
of 'BB/RR4' for SUN's senior unsecured notes reflects Fitch's
expectation that recoveries would be average in a distressed
scenario.

Proceeds from SUN's inaugural senior unsecured notes offering are
expected to be used to partially fund the planned drop down
acquisition from Energy Transfer Partners L.P. (ETP; rated 'BBB-';
Stable Outlook) -- SUN's parent company and the owner of its
general partner (GP) -- and to pay down revolver borrowings.

The Rating Outlook is Stable.

KEY RATINGS DRIVERS

PARENTAL AFFILIATION

The 'BB' rating reflects SUN's relationship with its parent, ETP.
As owner of SUN's GP, ETP provides significant benefits to SUN,
particularly with regard to SUN's ability to acquire and fund
assets through dropdowns. These benefits are not available to
standalone partnerships. Fitch believes that the affiliation with
ETP helps minimize event financing and operating risks associated
with dropping down ETP's inventory of retail assets. Fitch expects
dropdowns to be funded with a balance of debt and equity, including
units back to ETP.

GROWING SCALE

Fitch believes that SUN will benefit from increasing economies of
scale as it grows through planned drop-downs from ETP. Both ETP and
SUN have articulated a schedule for dropdowns over the next several
years to support efficient integration efforts and more quickly
realize operational efficiencies. As the store count managed by SUN
continues to grow, SUN will be able to benefit from increased
purchasing power, logistical support and the awareness of its top
regional and national brands to create value. This growing presence
should allow SUN to increase its share of a highly fragmented
convenience store-fuel station market in which nearly 60% of its
competitors only own one store.

LEVERAGE

Fitch's calculated debt/operating EBTIDA as of yearend 2014 was
high at 8.4x reflecting the yearend drop-down of Mid-Atlantic
Convenience Stores from ETP for $768 million, and the acquisition
of Aloha Petroleum for $240 million. Leverage should improve as SUN
executes on its business plan and as earnings from the recent
acquisitions and planned dropdowns come online. Fitch's leverage
forecast for 2015 of 5.6x and for 2016 of 4.9x continues to improve
to below 4.2x by 2018. Leverage metrics above 5.0x on a sustained
basis would likely lead to a negative ratings action.

LIQUIDITY

As of Dec. 31, 2014, SUN had $67 million in cash on its balance
sheet and $555 million in available borrowing capacity under its
$1.25 billion senior secured revolving credit facility. The
revolver requires SUN to maintain a leverage ratio as defined in
the credit agreement of not more than 5.5x, subject to an upward
adjustment to 6.0x for three fiscal quarters following an
acquisition whose purchase price is not less than $50 million. SUN
receives pro forma EBITDA credit for acquisitions and material
projects. Pro forma EBITDA credit for acquisitions and material
projects is typical for MLP bank agreements. Given SUN's
significant acquisitions, Fitch forecasts the partnership will have
significant cushion for the leverage covenant.

As of Dec. 31, 2014, SUN's leverage as defined in the credit
agreement was 4.1x. As of Dec. 31, 2014, SUN had no senior
unsecured debt.

KEY ASSUMPTIONS

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

-- Wholesale distribution volume growth at a five-year compound
    average growth rate (CAGR) of about 1.5%;

-- Same-store retail distribution volume growth at a five-year
    CAGR of about 2%;

-- Wholesale gross margins of about eight cents per gallon;

-- Retail gross margins of about 25 cents per gallon;

-- ETP drops down virtually all its wholesale and retail
    distribution assets into SUN within the next four years;

-- SUN funds these drop down acquisitions with a balanced mix
    of debt and equity issuance.

RATING SENSITIVITIES

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

-- Sustained leverage (Debt/EBITDA) below 3.5x, along with
   consistent operating margin improvements could result in
   positive rating action.

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

-- Deteriorating EBIT margins at or below 1% on a consistent
    basis could lead to negative rating action.
-- An aggressive distribution policy that consistently resulted
    in a distribution coverage ratio below 1x, combined with
    leverage ratios durably above 5.0x could result in negative
    rating action.

Fitch assigns the following ratings:

Sunoco, LP

-- Long-term Issuer Default rating 'BB';
-- Sr. Unsecured debt 'BB/RR4';
-- Sr. Secured debt 'BB+/RR1'.

Sunoco Finance Corp.

-- Sr. Unsecured Debt 'BB/RR4'.

The Rating Outlook is Stable.


SYNIVERSE HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B+' corporate credit rating, on Tampa-based
Syniverse Holdings Inc. on CreditWatch with negative implications.

"The CreditWatch placement follows the company's
weaker-than-expected performance during its fourth quarter of
2014," said Standard & Poor's credit analyst Michael Altberg.

Total revenue and EBITDA declined 5.5% and 20.1%, respectively,
from the same period in 2013.  As a result, adjusted leverage was
in the high-5x area at year-end 2014 and could increase over the
next year if the company is unable to improve operations.

S&P's CreditWatch review will assess Syniverse's business
strategies and its plan to improve operating performance and
profitability, including cost reduction initiatives, over the next
couple of years.  S&P believes a downgrade, if any, would likely be
limited to one notch.



TRANSOCEAN INC: S&P Lowers CCR to 'BB+', Off Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating and senior unsecured debt ratings on Transocean Inc.
to 'BB+' from 'BBB-'.  In addition, S&P is removing the ratings
from CreditWatch where it placed them with negative implications on
Jan. 7, 2015.  S&P is also assigning a '3' recovery rating to the
company's unsecured senior debt, indicating its expectations for
meaningful (high end of the 50% to 70% range) recovery in the event
of a default.  S&P also removed the ratings from CreditWatch with
negative implications, where it placed them on Jan. 7, 2015. The
outlook is stable.  

"The downgrade follows our assessment that Transocean's credit
measures will weaken beyond our expectations for the 'BBB-' rating
despite the planned reduction in its dividend," said Standard &
Poor's credit analyst Ben Tsocanos.  "We expect dayrates and fleet
utilization levels to be weak in 2015 and 2016 because of an
oversupply of offshore drilling rigs and weak demand, due in large
part to low oil prices," said Mr. Tsocanos.

The ratings on Transocean Inc. reflect S&P's assessment of the
company's "satisfactory" business risk and "aggressive" financial
risk profiles.  S&P assess Transocean's liquidity as "adequate,"
reflecting its expectation that liquidity sources will exceed uses
by more than 1.2x over the next 24 months, the minimum required for
a designation of adequate.

The stable outlook reflects S&P's expectation that Transocean's
credit measures will remain adequate for the 'BB+' ratings.  S&P
projects that leverage will deteriorate in 2015 and 2016, with FFO
to debt falling below 20%, and remain below 20% in 2017.

S&P would consider a downgrade if its forecast credit measures were
to weaken because of further deterioration in the outlook for
deepwater or premium jack-up rig recontracting, such that FFO to
debt declined to less than 12% on a sustained basis.

S&P could consider an upgrade if our forecast credit measures were
to improve due to recovery in offshore contract drilling demand
such that FFO to debt remained above 20% on a sustained basis.



TRIDENT RESOURCES: S&P Revises Outlook to Neg. & Affirms CCC+ CCR
-----------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Calgary, Alta.-based Trident Resources Corp. to negative from
stable.  At the same time, Standard & Poor's affirmed its 'CCC+'
long-term corporate credit rating on the company. Standard & Poor's
also revised its recovery rating on Trident's senior unsecured debt
to '2' from '3', following the company's acquisition of its joint
venture partner's 40%-50% ownership interest in its Mannville
coal-bed methane (CBM) producing asset. The '2' recovery rating
indicates S&P's expectation of substantial recovery (70%-90%) in
our default scenario, at the high end of the range.  Based on the
recovery rating revision, S&P is raising the senior unsecured debt
rating to 'B-' from 'CCC+'.

The acquired Mannville CBM reserves provides enhanced recovery
prospects for the senior unsecured debtholders based on the value
S&P attributes to Trident's post-acquisition year-end 2014
reserves.  "Nevertheless, the outlook revision reflects our belief
that the company's near-term liquidity could come under pressure if
the availability under its revolving credit facility falls at its
midyear redetermination," said Standard & Poor's credit analyst
Michelle Dathorne.

Based on S&P's estimated 2015 funds from operations (FFO) for
Trident, the company will need to access the remaining availability
under its credit facility to fund its 2015 capital spending.

Standard & Poor's derives its 'CCC+' corporate credit rating on
Trident from:

   -- The "vulnerable" business risk and "highly leveraged"
      financial risk profile assessments of the company; and

   -- The application of the 'CCC' criteria in light of Trident's
      limited scope of operations, low cash flow generation, and
      weak profitability metrics, which heighten the operational
      and financial risks associated with the company's ongoing
      viability.

Trident's vulnerable business risk profile reflects S&P's view of
the company's weak profitability metrics, negligible generation of
FFO, inability to exploit the organic growth potential inherent in
its post-acquisition 417 billion cubic feet of CBM natural gas
reserves, and high debt leverage.  S&P believes the internal growth
prospects inherent in Trident's resource base offsets these
weaknesses, although the company does not have the financial
resources to realize its assets' growth potential.  Its unit cash
operating costs, which Standard & Poor's estimated at C$2.92 per
thousand cubic feet (mcf) at Sept. 30, 2014, are competitive for a
natural gas-focused exploration and production company; however,
low natural gas prices have pressured Trident's profitability.  As
a result, the company's unhedged unit earnings before interest and
taxes of 21 Canadian cents per mcf at Sept. 30, 2014, are
insufficient to fully fund the company's financing costs and
required maintenance spending.  S&P estimates negative levered
profit at Sept. 30, 2014 at negative 19 Canadian cents per mcf, and
S&P believes Trident will not be able to increase or maintain its
production base under S&P's natural gas price assumptions for
2015.

The company's highly leveraged financial risk profile reflects
S&P's assessment of its very weak cash flow adequacy and leverage
metrics, with fully adjusted debt-to-EBITDA forecast to remain
above 10x and FFO-to-debt to be negligible or negative.  Forecast
FFO will be insufficient to fund the minimal capital spending
incorporated in S&P's base-case scenario, so it forecasts Trident's
gross balance sheet debt will continue increasing throughout S&P's
cash flow forecast period.  As such, S&P do not believe the
company's financial risk profile could improve during our year-long
outlook period and beyond.

The negative outlook reflects Standard & Poor's view that Trident's
liquidity position could come under pressure in 2015 if its
availability under its revolving credit facility decreases.  S&P is
estimating very low FFO generation in 2015 and 2016, so the company
will need to maintain access to its existing availability under its
revolver to fund our estimated capital spending in 2015. Even a
small reduction in the facility size would compromise the ability
to fund required capital spending.

S&P would lower the rating if Trident's liquidity position
deteriorated such that the company would be unable to fund S&P's
forecast minimum capital spending estimates for 2015.  This would
occur if the availability under its credit facility fell at its
2015 midyear redetermination.

Given Trident's limited scope of operations and natural gas-focused
production, S&P do not believe Trident will generate sufficient
internal cash flow to fund the organic reserves and production
growth necessary to strengthen its credit profile. Furthermore, S&P
believes there is limited potential for asset sales to generate
sufficient proceeds to fund meaningful growth. As such, the company
will require significant external equity funding to exploit the
organic growth potential of its CBM resources.  In the absence of a
transformative transaction, a positive rating action is unlikely to
occur.



TRUMP ENTERTAINMENT: Exclusivity Termination Bid Withdrawn
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Trump Entertainment Resorts, Inc., et al., has withdrawn
the portion of motion to terminate the Debtors' exclusivity.  On
March 12, 2015, the Court confirmed the Debtors' Third Amended
Joint Plan of Reorganization, as modified.  The withdrawal of the
motion dated Nov. 14, 2014, and supplemental objection, in light of
the confirmation of the Plan, is without prejudice to the
Committee's right to reinstate its request in the event the
Effective Date of the Plan does not occur.

               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, 2104.

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 $285.6 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.


USA SYNTHETIC: Section 341 Meeting Set for April 28
---------------------------------------------------
There will be a meeting of creditors of USA Synthetic Fuel
Corporation on April 28, 2015, at 1:00 p.m. at the J. Caleb Boggs
Federal Building, 844 N. King Street, 5th Floor, Room 5209,
Wilmington, Delaware.

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 USA Synthetic Fuel

Based in Lima, Ohio, USA Synthetic Fuel Corporation is an
environmentally focused, development stage energy company pursuing
low-cost, clean energy solutions through the deployment of Ultra
Clean Btu Converter technology.  Ultra Clean Btu Converter
technology is a process that cost-effectively converts lower-value
solid hydrocarbons, such as coal, into higher-value energy
products, such as Ultra Clean Synthetic Crude, which can be refined
into a variety of fuels, such as diesel, jet, and gasoline.

USA Synthetic and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17,
2015.  The petitions were signed by Dr. Steven C. Vick as chief
executive officer.  The Debtors disclosed total assets of $7.9
million and total debts of $99.3 million.

Morris, Nichols, Arsht & Tunnell, represents the Debtors as
counsel.  Asgaard Capital LLC acts as the Debtors' investment
banker.  R2B Group, LLC serves as the Debtors' interim chief
financial officer provider.


VAN NUYS FINANCE: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Van Nuys Finance Co., Inc.
        17213 Horace Street
        Granada Hills, CA 91344

Case No.: 15-10966

Chapter 11 Petition Date: March 20, 2015

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: M Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd., Suite 250
                  Sherman Oaks, CA 91403
                  Tel: (818) 783-6251
                  Fax: (818) 827-4919
                  Email: jhayes@srhlawfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kimberly Cameron, secretary.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-10966.pdf


YKA INDUSTRIES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: YKA Industries Inc., a California Corporation
        6103 Tyrone Ave
        Van Nuys, CA 91401

Case No.: 15-10963

Chapter 11 Petition Date: March 20, 2015

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: G Bryan Brannan, Esq.
                  BRANNAN LAW OFFICES
                  100 N Westlake Blvd Ste 201
                  Westlake Village, CA 91362
                  Tel: 805-777-0110

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Andrew Krayndler, president.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-10963.pdf


[*] Deloitte Names Timothy Skillman Director in Los Angeles Office
------------------------------------------------------------------
Deloitte Transactions and Business Analytics LLP recently named
Timothy Skillman a director in the Deloitte Corporate Restructuring
Group (Deloitte CRG) in the Los Angeles office.

Mr. Skillman has more 15 years of performance improvement and
restructuring experience.  In his new Deloitte role, he will focus
on financial restructuring and related advisory services for middle
market manufacturing, distribution, energy and financial services
companies.

Previously, Mr. Skillman was a principal at Grant Thornton LLP
where he led the Western Region's Corporate Advisory and
Restructuring Services practice.  Prior to this, he was a managing
director with BBK, Ltd. and managed its Corporate Advisory
practices in Chicago and Detroit.

A resident of Los Angeles, Mr. Skillman earned his MBA and his
bachelor's degrees from the University of Michigan.  He is a
Certified Turnaround Professional, a member of the Turnaround
Management Association and a member of the American Bankruptcy
Institute.  He serves on the Advisory Board of the Minority
Business Development Agency of the City of Los Angeles.



[^] Large Companies With Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-       Total
                                    Total     Holders'    Working
                                   Assets      Equity     Capital
  Company         Ticker             ($MM)       ($MM)       ($MM)
  -------         ------           ------    --------      ------
ABSOLUTE SOFTWRE  ALSWF US          138.6      (11.0)       (2.4)
ABSOLUTE SOFTWRE  OU1 GR            138.6      (11.0)       (2.4)
ABSOLUTE SOFTWRE  ABT CN            138.6      (11.0)       (2.4)
ACCRETIVE HEALTH  6HL GR            510.0      (85.6)      (17.7)
ACCRETIVE HEALTH  ACHI US           510.0      (85.6)      (17.7)
ADVANCED EMISSIO  ADES US           106.4      (46.1)      (15.3)
ADVANCED EMISSIO  OXQ1 GR           106.4      (46.1)      (15.3)
ADVENT SOFTWARE   ADVS US           434.9      (64.8)     (122.0)
ADVENT SOFTWARE   AXQ GR            434.9      (64.8)     (122.0)
AGILE THERAPEUTI  0AL GR             60.9       42.4        39.8
AGILE THERAPEUTI  AGRX US            60.9       42.4        39.8
AIR CANADA        ACDVF US       10,648.0   (1,133.0)      (59.0)
AIR CANADA        ADH2 GR        10,648.0   (1,133.0)      (59.0)
AIR CANADA        ACEUR EU       10,648.0   (1,133.0)      (59.0)
AIR CANADA        ADH2 TH        10,648.0   (1,133.0)      (59.0)
AIR CANADA        AC CN          10,648.0   (1,133.0)      (59.0)
AK STEEL HLDG     AK2 TH          4,858.5      (77.0)      900.5
AK STEEL HLDG     AKS US          4,858.5      (77.0)      900.5
AK STEEL HLDG     AKS* MM         4,858.5      (77.0)      900.5
AK STEEL HLDG     AK2 GR          4,858.5      (77.0)      900.5
ALLIANCE HEALTHC  AIQ US            473.5     (127.3)       62.8
AMC NETWORKS-A    AMCX* MM        3,976.6     (147.3)      597.4
AMC NETWORKS-A    9AC GR          3,976.6     (147.3)      597.4
AMC NETWORKS-A    AMCX US         3,976.6     (147.3)      597.4
AMER RESTAUR-LP   ICTPU US           33.5       (4.0)       (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7      (42.4)      263.0
ANGIE'S LIST INC  8AL GR            154.5      (22.2)      (13.3)
ANGIE'S LIST INC  ANGI US           154.5      (22.2)      (13.3)
ANGIE'S LIST INC  8AL TH            154.5      (22.2)      (13.3)
ARRAY BIOPHARMA   ARRY US           163.6      (13.9)       82.8
ARRAY BIOPHARMA   AR2 GR            163.6      (13.9)       82.8
ARRAY BIOPHARMA   AR2 TH            163.6      (13.9)       82.8
AUTOZONE INC      AZ5 GR          7,717.1   (1,662.8)   (1,383.4)
AUTOZONE INC      AZO US          7,717.1   (1,662.8)   (1,383.4)
AUTOZONE INC      AZ5 QT          7,717.1   (1,662.8)   (1,383.4)
AUTOZONE INC      AZOEUR EU       7,717.1   (1,662.8)   (1,383.4)
AUTOZONE INC      AZ5 TH          7,717.1   (1,662.8)   (1,383.4)
AVID TECHNOLOGY   AVID US           197.2     (341.2)     (173.2)
BENEFITFOCUS INC  BTF GR            140.0      (42.8)       25.0
BENEFITFOCUS INC  BNFT US           140.0      (42.8)       25.0
BERRY PLASTICS G  BERY US         5,176.0      (93.0)      660.0
BERRY PLASTICS G  BP0 GR          5,176.0      (93.0)      660.0
BRP INC/CA-SUB V  BRPIF US        2,115.5       (9.5)      184.7
BRP INC/CA-SUB V  B15A GR         2,115.5       (9.5)      184.7
BRP INC/CA-SUB V  DOO CN          2,115.5       (9.5)      184.7
BURLINGTON STORE  BURL US         2,796.9     (167.9)       77.6
BURLINGTON STORE  BUI GR          2,796.9     (167.9)       77.6
CABLEVISION SY-A  CVY GR          6,765.2   (5,032.0)      180.5
CABLEVISION SY-A  CVC US          6,765.2   (5,032.0)      180.5
CABLEVISION-W/I   CVC-W US        6,765.2   (5,032.0)      180.5
CABLEVISION-W/I   8441293Q US     6,765.2   (5,032.0)      180.5
CADIZ INC         CDZI US            56.0      (49.7)        3.0
CADIZ INC         2ZC GR             56.0      (49.7)        3.0
CAESARS ENTERTAI  C08 GR         23,535.0   (4,742.0)  (14,607.0)
CAESARS ENTERTAI  CZR US         23,535.0   (4,742.0)  (14,607.0)
CASELLA WASTE     WA3 GR            661.8       (6.7)       (0.5)
CASELLA WASTE     CWST US           661.8       (6.7)       (0.5)
CENTENNIAL COMM   CYCL US         1,480.9     (925.9)      (52.1)
CHOICE HOTELS     CZH GR            647.3     (428.8)      151.3
CHOICE HOTELS     CHH US            647.3     (428.8)      151.3
CIENA CORP        CIEN US         2,056.2      (88.6)      902.8
CIENA CORP        CIE1 GR         2,056.2      (88.6)      902.8
CIENA CORP        CIEN TE         2,056.2      (88.6)      902.8
CIENA CORP        CIE1 TH         2,056.2      (88.6)      902.8
CINCINNATI BELL   CIB GR          1,819.7     (648.5)      (73.2)
CINCINNATI BELL   CBB US          1,819.7     (648.5)      (73.2)
CLEAR CHANNEL-A   C7C GR          6,362.4     (140.9)      362.1
CLEAR CHANNEL-A   CCO US          6,362.4     (140.9)      362.1
CLIFFS NATURAL R  CVA TH          3,164.0   (1,734.3)      490.3
CLIFFS NATURAL R  CLF US          3,164.0   (1,734.3)      490.3
CLIFFS NATURAL R  CVA GR          3,164.0   (1,734.3)      490.3
CLIFFS NATURAL R  CLF* MM         3,164.0   (1,734.3)      490.3
COMVERSE INC      CM1 GR            649.6       (2.8)        4.3
COMVERSE INC      CNSI US           649.6       (2.8)        4.3
CONNECTURE INC    2U7 GR             85.8      (67.7)      (55.8)
CONNECTURE INC    CNXR US            85.8      (67.7)      (55.8)
CORCEPT THERA     CORT US            34.6       (3.4)       16.7
CORCEPT THERA     HTD GR             34.6       (3.4)       16.7
CORINDUS VASCULA  CVRS US             0.0       (0.0)       (0.0)
DIPLOMAT PHARMAC  DPLO US           322.7        6.6       (39.9)
DIPLOMAT PHARMAC  7DP TH            322.7        6.6       (39.9)
DIPLOMAT PHARMAC  7DP GR            322.7        6.6       (39.9)
DIRECTV           DTVEUR EU      25,459.0   (4,828.0)    1,860.0
DIRECTV           DTV US         25,459.0   (4,828.0)    1,860.0
DIRECTV           DIG1 GR        25,459.0   (4,828.0)    1,860.0
DIRECTV           DIG1 QT        25,459.0   (4,828.0)    1,860.0
DIRECTV           DTV CI         25,459.0   (4,828.0)    1,860.0
DOMINO'S PIZZA    DPZ US            619.3   (1,219.5)      162.8
DOMINO'S PIZZA    EZV TH            619.3   (1,219.5)      162.8
DOMINO'S PIZZA    EZV GR            619.3   (1,219.5)      162.8
DUN & BRADSTREET  DB5 GR          1,986.2   (1,194.6)     (223.0)
DUN & BRADSTREET  DNB US          1,986.2   (1,194.6)     (223.0)
DURATA THERAPEUT  DRTX US            82.1      (16.1)       11.7
DURATA THERAPEUT  DRTXEUR EU         82.1      (16.1)       11.7
DURATA THERAPEUT  DTA GR             82.1      (16.1)       11.7
EDGEN GROUP INC   EDG US            883.8       (0.8)      409.2
EMPIRE RESORTS I  LHC1 GR            39.9      (17.1)        3.2
EMPIRE RESORTS I  NYNY US            39.9      (17.1)        3.2
ENTELLUS MEDICAL  29E GR             14.0       (8.0)        4.8
ENTELLUS MEDICAL  ENTL US            14.0       (8.0)        4.8
EOS PETRO INC     EOPT US             1.3      (28.4)      (29.5)
EXTENDICARE INC   EXE CN          1,885.0       (7.2)       77.0
EXTENDICARE INC   EXETF US        1,885.0       (7.2)       77.0
FAIRPOINT COMMUN  FRP US          1,466.0     (600.3)       (5.0)
FAIRPOINT COMMUN  FONN GR         1,466.0     (600.3)       (5.0)
FAIRWAY GROUP HO  FGWA GR           372.2      (16.5)       17.9
FAIRWAY GROUP HO  FWM US            372.2      (16.5)       17.9
FERRELLGAS-LP     FGP US          1,680.4     (138.8)      (37.1)
FERRELLGAS-LP     FEG GR          1,680.4     (138.8)      (37.1)
FMSA HOLDINGS IN  FMSAEUR EU      1,447.5      (21.7)      271.3
FMSA HOLDINGS IN  FM1 GR          1,447.5      (21.7)      271.3
FMSA HOLDINGS IN  FMSA US         1,447.5      (21.7)      271.3
FREESCALE SEMICO  1FS GR          3,275.0   (3,581.0)    1,324.0
FREESCALE SEMICO  FSLEUR EU       3,275.0   (3,581.0)    1,324.0
FREESCALE SEMICO  1FS TH          3,275.0   (3,581.0)    1,324.0
FREESCALE SEMICO  FSL US          3,275.0   (3,581.0)    1,324.0
FRESHPET INC      FRPT US            75.3      (43.5)        0.4
FRESHPET INC      7FP GR             75.3      (43.5)        0.4
GAMING AND LEISU  GLPI US         2,564.6     (124.7)       12.7
GAMING AND LEISU  2GL GR          2,564.6     (124.7)       12.7
GARDA WRLD -CL A  GW CN           1,356.8     (243.8)       57.4
GENCORP INC       GCY GR          1,921.6     (170.9)       99.2
GENCORP INC       GCY TH          1,921.6     (170.9)       99.2
GENCORP INC       GY US           1,921.6     (170.9)       99.2
GENTIVA HEALTH    GTIV US         1,225.2     (285.2)      130.0
GENTIVA HEALTH    GHT GR          1,225.2     (285.2)      130.0
GLG PARTNERS INC  GLG US            400.0     (285.6)      156.9
GLG PARTNERS-UTS  GLG/U US          400.0     (285.6)      156.9
GOLD RESERVE INC  GDRZF US           28.0      (10.5)        4.9
GOLD RESERVE INC  GOD GR             28.0      (10.5)        4.9
GOLD RESERVE INC  GRZ CN             28.0      (10.5)        4.9
GRAHAM PACKAGING  GRM US          2,947.5     (520.8)      298.5
GYMBOREE CORP/TH  GYMB US         1,284.0     (321.3)       39.5
HCA HOLDINGS INC  2BH TH         31,199.0   (6,498.0)    3,450.0
HCA HOLDINGS INC  2BH GR         31,199.0   (6,498.0)    3,450.0
HCA HOLDINGS INC  HCA US         31,199.0   (6,498.0)    3,450.0
HD SUPPLY HOLDIN  5HD GR          6,523.0     (657.0)    1,396.0
HD SUPPLY HOLDIN  HDS US          6,523.0     (657.0)    1,396.0
HERBALIFE LTD     HOO GR          2,374.9     (334.4)      518.6
HERBALIFE LTD     HLFEUR EU       2,374.9     (334.4)      518.6
HERBALIFE LTD     HOO QT          2,374.9     (334.4)      518.6
HERBALIFE LTD     HLF US          2,374.9     (334.4)      518.6
HOVNANIAN ENT-A   HO3 GR          2,461.4     (130.0)    1,608.3
HOVNANIAN ENT-A   HOV US          2,461.4     (130.0)    1,608.3
HOVNANIAN ENT-B   HOVVB US        2,461.4     (130.0)    1,608.3
HOVNANIAN-A-WI    HOV-W US        2,461.4     (130.0)    1,608.3
HUGHES TELEMATIC  HUTCU US          110.2     (101.6)     (113.8)
IHEARTMEDIA INC   IHRT US        14,306.0   (9,506.2)    1,003.2
INCYTE CORP       ICY TH            830.1      (81.6)      477.7
INCYTE CORP       ICY GR            830.1      (81.6)      477.7
INCYTE CORP       INCY US           830.1      (81.6)      477.7
INFOR US INC      LWSN US         6,778.1     (460.0)     (305.9)
INOVALON HOLDI-A  IOV TH            317.3      (23.4)      156.4
INOVALON HOLDI-A  IOV GR            317.3      (23.4)      156.4
INOVALON HOLDI-A  INOV US           317.3      (23.4)      156.4
INOVALON HOLDI-A  INOVEUR EU        317.3      (23.4)      156.4
INTERCORE INC     ICOR US             3.3       (8.2)      (10.7)
IPCS INC          IPCS US           559.2      (33.0)       72.1
ISTA PHARMACEUTI  ISTA US           124.7      (64.8)        2.2
JUST ENERGY GROU  JE US           1,205.7     (539.0)     (119.7)
JUST ENERGY GROU  JE CN           1,205.7     (539.0)     (119.7)
JUST ENERGY GROU  1JE GR          1,205.7     (539.0)     (119.7)
LEAP WIRELESS     LEAP US         4,662.9     (125.1)      346.9
LEAP WIRELESS     LWI GR          4,662.9     (125.1)      346.9
LEAP WIRELESS     LWI TH          4,662.9     (125.1)      346.9
LEE ENTERPRISES   LEE US            809.3     (167.5)      (12.4)
LORILLARD INC     LO US           3,508.0   (2,182.0)    1,051.0
LORILLARD INC     LLV TH          3,508.0   (2,182.0)    1,051.0
LORILLARD INC     LLV GR          3,508.0   (2,182.0)    1,051.0
MANNKIND CORP     MNKD US           394.4      (73.8)     (202.2)
MANNKIND CORP     NNF1 TH           394.4      (73.8)     (202.2)
MANNKIND CORP     NNF1 GR           394.4      (73.8)     (202.2)
MARRIOTT INTL-A   MAR US          6,865.0   (2,200.0)   (1,139.0)
MARRIOTT INTL-A   MAQ TH          6,865.0   (2,200.0)   (1,139.0)
MARRIOTT INTL-A   MAQ GR          6,865.0   (2,200.0)   (1,139.0)
MARRIOTT INTL-A   MAQ QT          6,865.0   (2,200.0)   (1,139.0)
MDC COMM-W/I      MDZ/W CN        1,648.9     (153.6)     (269.3)
MDC PARTNERS-A    MD7A GR         1,648.9     (153.6)     (269.3)
MDC PARTNERS-A    MDCA US         1,648.9     (153.6)     (269.3)
MDC PARTNERS-A    MDZ/A CN        1,648.9     (153.6)     (269.3)
MDC PARTNERS-EXC  MDZ/N CN        1,648.9     (153.6)     (269.3)
MERITOR INC       MTOR US         2,346.0     (576.0)      268.0
MERITOR INC       AID1 GR         2,346.0     (576.0)      268.0
MERRIMACK PHARMA  MACK US           188.6      (99.9)       40.9
MERRIMACK PHARMA  MP6 GR            188.6      (99.9)       40.9
MICHAELS COS INC  MIM GR          2,030.0   (2,269.0)      409.0
MICHAELS COS INC  MIK US          2,030.0   (2,269.0)      409.0
MONEYGRAM INTERN  MGI US          4,642.2     (182.7)       48.5
MORGANS HOTEL GR  MHGC US           632.3     (221.3)       89.3
MORGANS HOTEL GR  M1U GR            632.3     (221.3)       89.3
MOXIAN CHINA INC  MOXC US             4.9       (1.2)       (4.0)
MPG OFFICE TRUST  1052394D US     1,280.0     (437.3)        -
NATIONAL CINEMED  NCMI US           991.4     (208.7)       65.2
NATIONAL CINEMED  XWM GR            991.4     (208.7)       65.2
NAVISTAR INTL     NAV US          6,785.0   (4,688.0)      844.0
NAVISTAR INTL     IHR TH          6,785.0   (4,688.0)      844.0
NAVISTAR INTL     IHR GR          6,785.0   (4,688.0)      844.0
NEFF CORP-CL A    NEFF US           612.1     (343.7)       (1.5)
NORTHWEST BIO     NBYA GR            29.4      (31.2)      (41.7)
NORTHWEST BIO     NWBO US            29.4      (31.2)      (41.7)
OMEROS CORP       OMER US            25.3      (26.6)        9.0
OMEROS CORP       3O8 GR             25.3      (26.6)        9.0
OMTHERA PHARMACE  OMTH US            18.3       (8.5)      (12.0)
PALM INC          PALM US         1,007.2       (6.2)      141.7
PATRIOT NATIONAL  PN US             137.0      (38.7)      (25.7)
PBF LOGISTICS LP  PBFX US           394.0     (120.3)       21.8
PBF LOGISTICS LP  11P GR            394.0     (120.3)       21.8
PHILIP MORRIS IN  4I1 TH         35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  4I1 GR         35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  PM FP          35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  PM1 TE         35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  PM1EUR EU      35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  PM1CHF EU      35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  PMI SW         35,187.0  (11,203.0)      372.0
PHILIP MORRIS IN  PM US          35,187.0  (11,203.0)      372.0
PLAYBOY ENTERP-A  PLA/A US          165.8      (54.4)      (16.9)
PLAYBOY ENTERP-B  PLA US            165.8      (54.4)      (16.9)
PLY GEM HOLDINGS  PG6 GR          1,254.6      (96.7)      204.5
PLY GEM HOLDINGS  PGEM US         1,254.6      (96.7)      204.5
PROTALEX INC      PRTX US             0.8      (10.3)       (0.0)
PROTECTION ONE    PONE US           562.9      (61.8)       (7.6)
PROTEON THERAPEU  PRTO US            24.2        9.6        19.3
QUALITY DISTRIBU  QLTY US           427.8      (31.7)      115.0
QUALITY DISTRIBU  QDZ GR            427.8      (31.7)      115.0
QUINTILES TRANSN  QTS GR          3,305.8     (704.0)      674.2
QUINTILES TRANSN  Q US            3,305.8     (704.0)      674.2
RAYONIER ADV      RYAM US         1,304.7      (63.8)      188.6
RAYONIER ADV      RYQ GR          1,304.7      (63.8)      188.6
REGAL ENTERTAI-A  RGC US          2,539.5     (897.3)     (135.6)
REGAL ENTERTAI-A  RGC* MM         2,539.5     (897.3)     (135.6)
REGAL ENTERTAI-A  RETA GR         2,539.5     (897.3)     (135.6)
RENAISSANCE LEA   RLRN US            57.0      (28.2)      (31.4)
RENTPATH INC      PRM US            208.0      (91.7)        3.6
RETROPHIN INC     RTRX US           135.5      (37.3)      (70.2)
RETROPHIN INC     17R GR            135.5      (37.3)      (70.2)
REVLON INC-A      REV US          1,944.1     (644.1)      308.9
REVLON INC-A      RVL1 GR         1,944.1     (644.1)      308.9
RITE AID CORP     RAD US          7,186.0   (1,792.7)    1,895.3
RITE AID CORP     RTA TH          7,186.0   (1,792.7)    1,895.3
RITE AID CORP     RTA GR          7,186.0   (1,792.7)    1,895.3
ROUNDY'S INC      4R1 GR          1,089.7      (66.8)       71.8
ROUNDY'S INC      RNDY US         1,089.7      (66.8)       71.8
RURAL/METRO CORP  RURL US           303.7      (92.1)       72.4
RYERSON HOLDING   RYI US          2,006.2      (38.2)      749.5
RYERSON HOLDING   7RY GR          2,006.2      (38.2)      749.5
RYERSON HOLDING   7RY TH          2,006.2      (38.2)      749.5
SALLY BEAUTY HOL  SBH US          2,097.0     (255.6)      753.8
SALLY BEAUTY HOL  S7V GR          2,097.0     (255.6)      753.8
SBA COMM CORP-A   SBJ TH          7,841.1     (660.8)       (4.2)
SBA COMM CORP-A   SBACEUR EU      7,841.1     (660.8)       (4.2)
SBA COMM CORP-A   SBJ GR          7,841.1     (660.8)       (4.2)
SBA COMM CORP-A   SBAC US         7,841.1     (660.8)       (4.2)
SEARS HOLDINGS    SEE GR         13,209.0     (945.0)     (213.0)
SEARS HOLDINGS    SHLD US        13,209.0     (945.0)     (213.0)
SEARS HOLDINGS    SEE TH         13,209.0     (945.0)     (213.0)
SECOND SIGHT MED  EYESEUR EU          9.6      (19.5)        4.4
SECOND SIGHT MED  EYES US             9.6      (19.5)        4.4
SECOND SIGHT MED  24P GR              9.6      (19.5)        4.4
SEQUENOM INC      SQNM US           161.1      (31.2)       65.7
SEQUENOM INC      QNMA TH           161.1      (31.2)       65.7
SEQUENOM INC      QNMA GR           161.1      (31.2)       65.7
SILVER SPRING NE  9SI TH            548.2     (133.8)       78.4
SILVER SPRING NE  9SI GR            548.2     (133.8)       78.4
SILVER SPRING NE  SSNI US           548.2     (133.8)       78.4
SIRIUS XM CANADA  SIICF US          336.0      (91.2)     (159.5)
SIRIUS XM CANADA  XSR CN            336.0      (91.2)     (159.5)
SPORTSMAN'S WARE  06S GR            315.7      (35.0)       83.3
SPORTSMAN'S WARE  SPWH US           315.7      (35.0)       83.3
SUPERVALU INC     SJ1 GR          5,078.0     (647.0)      277.0
SUPERVALU INC     SJ1 TH          5,078.0     (647.0)      277.0
SUPERVALU INC     SVU US          5,078.0     (647.0)      277.0
THERAVANCE        THRX US           521.7     (223.3)      238.4
THERAVANCE        HVE GR            521.7     (223.3)      238.4
THRESHOLD PHARMA  NZW1 GR            68.4      (24.0)       40.7
THRESHOLD PHARMA  THLD US            68.4      (24.0)       40.7
TOWN SPORTS INTE  CLUB US           409.8     (118.1)       52.3
TRANSDIGM GROUP   T7D GR          6,913.6   (1,464.7)    1,231.3
TRANSDIGM GROUP   TDG US          6,913.6   (1,464.7)    1,231.3
TRINET GROUP INC  TN3 TH          1,393.3      (48.9)       17.3
TRINET GROUP INC  TNETEUR EU      1,393.3      (48.9)       17.3
TRINET GROUP INC  TN3 GR          1,393.3      (48.9)       17.3
TRINET GROUP INC  TNET US         1,393.3      (48.9)       17.3
UNILIFE CORP      4UL TH             86.4      (19.9)        2.4
UNILIFE CORP      UNIS US            86.4      (19.9)        2.4
UNILIFE CORP      4UL GR             86.4      (19.9)        2.4
UNISYS CORP       USY1 GR         2,348.7   (1,452.4)      319.6
UNISYS CORP       UIS US          2,348.7   (1,452.4)      319.6
UNISYS CORP       UIS1 SW         2,348.7   (1,452.4)      319.6
UNISYS CORP       UISCHF EU       2,348.7   (1,452.4)      319.6
UNISYS CORP       UISEUR EU       2,348.7   (1,452.4)      319.6
UNISYS CORP       USY1 TH         2,348.7   (1,452.4)      319.6
VENOCO INC        VQ US             756.5     (100.0)     (762.9)
VERISIGN INC      VRS GR          2,154.9     (883.5)     (429.9)
VERISIGN INC      VRS TH          2,154.9     (883.5)     (429.9)
VERISIGN INC      VRSN US         2,154.9     (883.5)     (429.9)
VERIZON TELEMATI  HUTC US           110.2     (101.6)     (113.8)
VIRGIN MOBILE-A   VM US             307.4     (244.2)     (138.3)
WEIGHT WATCHERS   WTW US          1,515.2   (1,384.3)       50.7
WEIGHT WATCHERS   WW6 GR          1,515.2   (1,384.3)       50.7
WEIGHT WATCHERS   WW6 QT          1,515.2   (1,384.3)       50.7
WEIGHT WATCHERS   WTWEUR EU       1,515.2   (1,384.3)       50.7
WEIGHT WATCHERS   WW6 TH          1,515.2   (1,384.3)       50.7
WEST CORP         WSTC US         3,818.1     (659.6)      369.8
WEST CORP         WT2 GR          3,818.1     (659.6)      369.8
WESTMORELAND COA  WLB US          1,829.6     (349.4)      (13.1)
WESTMORELAND COA  WME GR          1,829.6     (349.4)      (13.1)
WESTMORELAND RES  2OR1 GR           204.0      (14.2)      (57.7)
WESTMORELAND RES  WMLP US           204.0      (14.2)      (57.7)
XERIUM TECHNOLOG  TXRN GR           594.0      (74.1)       97.7
XERIUM TECHNOLOG  XRM US            594.0      (74.1)       97.7
YRC WORLDWIDE IN  YEL1 GR         1,985.0     (474.3)      148.2
YRC WORLDWIDE IN  YEL1 TH         1,985.0     (474.3)      148.2
YRC WORLDWIDE IN  YRCW US         1,985.0     (474.3)      148.2


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***