TCR_Public/150331.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 31, 2015, Vol. 19, No. 90

                            Headlines

ADS TACTICAL: Moody's Alters Outlook to Negative & Affirms B3 CFR
ALCO CORP: Issues with Bonding Cos Resolved, Asks Final Decree
ALCO CORP: Real Estate Transferred to Betteroads Group
ALCO STORES: Allegro Media Appointed as Committee Member
ALLEGHENY TECH: Collateralization No Impact on Moody's Ba1 Rating

ALLEN SYSTEMS: CRO Employment Hearing Continued
ALLEN SYSTEMS: Wins Approval of Ch. 11 Plan
ALLY FINANCIAL: DBRS Assigns 'BB' Rating to $1.25BB Senior Notes
ALONSO & CARUS: Files for Chapter 11 with $15M in Debt
AMERICAN INT'L: Greenberg Says Bailout Terms Cheated Stockholders

ATLANTIC BROADBAND: S&P Affirms 'BB-' Corp. Credit Rating
BARRACK'S ROW: Legal Dispute Over Restaurant Group Ends with Deal
BERNARD L. MADOFF: Picard Pushes $54-Mil. Clawback Suit vs. Shapiro
BERNARD L. MADOFF: PwC Challenges Class Certification
BERNARD L. MADOFF: Trustee Evades Sanctions Over Clawback Claim

BINDER & BINDER: Committee Taps Getzler Henrich as Finc'l Advisor
BINDER & BINDER: Gets Final Approval of $6-Mil. Replacement Loan
BPZ RESOURCES: Still In Talks for $38MM DIP Loan From Noteholders
BRAFFITS CREEK: David F. Winterton Withdraws as Counsel of Record
BRIAN BENNER PC: Case Summary & 20 Largest Unsecured Creditors

BRIAR'S CREEK: April 24 Established as General Claims Bar Date
BRIAR'S CREEK: Disclosure Statement Hearing on Wednesday
BRIAR'S CREEK: Sale Hearing on April 29; Objections Due April 20
BRIAR'S CREEK: US Trustee Unable to Form Creditors' Committee
CAESARS ENTERTAINMENT: Nev. Casino Regulators Scold Co. for Ch. 11

CAESARS ENTERTAINMENT: Noteholders Object to Employment Requests
CAESARS ENTERTAINMENT: Richard Davis Appointed as Ch. 11 Examiner
CAESARS ENTERTAINMENT: Warns Creditor Suit May Endanger Bankruptcy
CAISSON LABORATORIES: Tri-Park Lease Terminated Before Bankrutpcy
CALIFORNIA COMMUNITY: March 31 Hearing on Cash Collateral Use

COLLAVINO CONSTRUCTION: CCCL Files Schedules of Assets & Debt
COMPRESSUS INC: Voluntary Chapter 11 Case Summary
CONNIE STEVENS: Can Sell Wyoming Home
CRAFT INTERNATIONAL: Judge Approves Deal for Founder's Widow
CROSSFOOT ENERGY: Plan Filing Extended to June 15

DEAN FOODS: Revolver Refinancing No Impact on Moody's B1 CFR
DEAN FOODS: S&P Affirms BB- Corp. Credit Rating; Outlook Stable
DELTA PRODUCE: Tex. Judge Won't Review Ruling on PACA Counsel Fees
DEMCO INC: US Trustee to Hold Creditors' Meeting June 22
DENDREON CORP: Donahue Group Seeks Equity Committee Appointment

DEX MEDIA: KPMG LLP Expresses Going Concern Doubt
DORAL FINANCIAL: US Trustee Forms Creditors' Committee
EAST JEFFERSON HOSP: S&P Lowers Rating on $162.5MM Bonds to 'BB'
EGALET CORP: Grant Thornton Expresses Going Concern Doubt
ENDICOTT INTERCONNECT: EI Transportation Seeks Case Dismissal

ENDICOTT INTERCONNECT: Liquidating Plan Declared Effective
EXIDE TECHNOLOGIES: Court Signs Ch. 11 Plan Confirmation Order
EXIDE TECHNOLOGIES: Lenders Agree to Extend DIP Maturity Date
EXIDE TECHNOLOGIES: To Spend $4MM to Curb Air Pollution at Plant
FAMILY CHRISTIAN: Publishers Sue for Books, DVDs

FCC HOLDINGS: Gets Court Approval for Great Hill Settlement
FEDERAL RESOURCES: Aspen Land Balks at Consolidation of Cases
FENDER MUSICAL: S&P Affirms 'B' CCR & Revises Outlook to Positive
FLINTKOTE COMPANY: Deadline to Remove Suits Extended to Aug. 31
FOODS INC: AWG Affiliates Designated as Purchasers

GANNON INTERNATIONAL: Dist. Court Won't Revive Chapter 11 Case
GBG RANCH: Benavides Balks at Broker's Fee Application
GBG RANCH: Schoenbaum Curphy Approved as Special Trust Counsel
GENERAL MOTORS: Shield in Doubt as Judge Mulls Ending Bar on Suits
GGW BRANDS: Ch. 11 Liquidating Plan Approved

HIPCRICKET INC: Seeks Nod for Rust Omni as Admin. Advisor
HRK HOLDINGS: Plan Filing Deadline Extended to August 4
IBCS MINING: Gets Approval to Sign Mining Deals With MRI, Randall
ICEBOXX LLC: Case Summary & 15 Largest Unsecured Creditors
INTERVAL ACQUISITION: Moody's Assigns Ba2 CFR, Outlook Stable

INTERVAL LEISURE: S&P Assigns 'BB+' CCR; Outlook Stable
IVEDA SOLUTIONS: AWC Expresses Going Concern Doubt
IVEYFUND LLC: Dist. Court Rejects Appeal From Stay Relief Order
JAMES RIVER: Hires Motleys Asset to Market Miscellaneous Property
JASON MARKETING: Case Summary & 20 Largest Unsecured Creditors

JEFFREY SWARTZ: Cts Split on Jurisdiction for Stay-Violation Suit
JHK INVESTMENTS: March 31 Hearing on Bid for Plan Extension
KARMALOOP INC: Court Issues Joint Administration Order
KARMALOOP INC: Has Interim Authority to Tap $5MM DIP Loan
KINGSTON TOBACCO: Alter Ego Claims Disappear Once Trustee Settles

LEHMAN BROTHERS: Fights for Stake in $63-Mil. Foreclosed Hotel Loan
LIFE PARTNERS: Files Schedules of Assets and Liabilities
LIFE PARTNERS: Says Committee Members Are Creditors of Affiliate
LIFESTYLE LIFT: Collapse Shows Challenge in Running Low-Cost Biz
MARY SANTIAGO: NYC Landlords Can't Touch Rent-Controlled Flats

MAUDORE MINERALS: CCAA Stay Extended to June 14
MITEL NETWORKS: Moody's Affirms B2 CFR & Rates New Debt Ba3
MJS LAS CROABAS: Ocean Club HOA May Not Pay Sanctions to FDIC
NATROL INC: Replies to Nature's Products Disclosure Objections
NATURAL PORK: Hires Halderman as Real Estate Agent & Auctioneer

NII HOLDINGS: Can Obtain $350-Mil. in Postpetition Financing
NII HOLDINGS: Files Amended NII Mexico Purchase and Sale Agreement
NII HOLDINGS: Multiple Parties Object to Noteholders' Mediation Bid
NNN 1818: Court Closed Bankruptcy Cases of Three Debtors
NY MILITARY ACADEMY: March 31 Final Hearing on ITG DIP Financing

NY MILITARY: Ambow Education Proposes More Favorable Loan Package
ODYSSEY MARINE: Ferlita Walsh Expresses Going Concern Doubt
OLIN CORP: Chlor-Alkali Acquisition No Impact on Moody's Ba1 Rating
OLIN CORP: S&P Puts 'BB+' CCR on CreditWatch Negative
OPTIM ENERGY: Dismissal of Walnut Creek's Standing Motion Upheld

PENN PRODUCTS: Moody's Assigns Ba2 Rating to $700MM Secured Debt
PITT PENN: Trustee Says Bid to Revoke Plan Confirmation Deficient
PLATTSBURG SUITES: Lender Wants to Investigate Affiliations
RADIOSHACK CORP: Creditors Demand Access in Officer Probe
RADIOSHACK CORP: Gets Final Approval to Obtain $285MM in DIP Loan

RADIOSHACK CORP: Refutes U.S. Trustee's Scrutiny Over Professionals
RADIOSHACK CORP: Salus Sues Hedge Funds for $129-Mil. Payback
RANCH 967: Taps Hohmann Taube as Counsel
RIENZI & SONS: Names MSC as Financial Advisors
RIENZI & SONS: Taps Ballon Stoll as Bankruptcy Counsel

SABRE HOLDINGS: S&P Assigns 'B+' Rating on $530MM Sr. Sec. Notes
SAN BERNARDINO, CA: Reveals Details of Deal with CalPERS
SEASIDE ENGINEERING: 11th Cir. Upholds Approval of Amended Plan
SHRI SAIBABA: America's Best Value Inn Worth $820,000, Court Says
SIERRA RESOURCE: Chapter 11 Petition Filed

STANDARD REGISTER: U.S. Trustee Objects to Proposed Break-Up Fee
TOLLENAAR HOLSTEINS: Court Approves Appointment of Ch. 11 Trustee
TOLLENAAR HOLSTEINS: Motion to Use Cash Collateral Deemed Moot
TOUSA INC: Jefferies Claim Has Senior Status, 11th Circuit Says
TRAVEL LEADERS: Moody's Assigns B1 Rating to Upsized Term Loan

TRIGEANT HOLDINGS: BTB Refining's Lost Profit Claim Pegged at $0
TRILOGY ENERGY: S&P Lowers Corp. Credit Rating to 'B'
TROY NIELSEN: Judge Rules on Bid to Dismiss Suit v. Dane Field
VARIANT HOLDING: Deadline to Remove Suits Extended to July 24
VARIANT HOLDING: Gets Approval to Sell Subsidiary Assets to LRP

VARIANT HOLDING: Resolves Dispute Over Ownership of Royal FX Asset
VERMILION ENERGY: S&P Affirms 'BB-' Corp. Credit Rating
VIVEVE MEDICAL: Burr Pilger Expresses Going Concern Doubt
[*] Bill Pushes for Possible Municipal Bankruptcies in Illinois
[*] Greenberg Expands Chicago Litigation Practice with 2 Attorneys

[*] Judge Thomas McNamara Named Bankruptcy Judge for Colorado
[*] Moody's Says B3 Neg. & Lower Corporate Ratings List Increases
[*] Moody's Says North American Corporate Credit Quality Worsens
[*] Pillsbury Bolsters West Coast Insolvency & Restructuring Unit
[*] Reed Smith Adds Bankruptcy Partner, Energy Counsel in Singapore

[^] Large Companies With Insolvent Balance Sheet

                            *********

ADS TACTICAL: Moody's Alters Outlook to Negative & Affirms B3 CFR
-----------------------------------------------------------------
Moody's Investors Service changed ADS Tactical, Inc. ("ADS")'s
rating outlook to negative from stable. The change in outlook is
based on the near-term maturity of the company's senior secured
revolving credit facility due March 25, 2016.  Concurrently,
Moody's affirmed ADS' ratings including its B3 Corporate Family
Rating, B3-PD Probability of Default Rating and Caa1 rating on its
senior secured notes due 2018.

Ratings affirmed:

  -- Corporate Family Rating, at B3

  -- Probability of Default Rating, at B3-PD

  -- $275 million ($265 million outstanding) senior secured notes
     due 2018, at Caa1 (LGD-4)

  -- Outlook, Negative from Stable

The affirmation of ADS' B3 corporate family rating ("CFR") reflects
the sizable concentration of the company's sales with the
Department of Defense ("DoD") that leaves the company exposed to
lower defense spending levels. In our view, leverage is likely to
remain elevated at above the 6.0 times debt/EBITDA level (on a
Moody's adjusted basis). Operating performance is not expected to
improve meaningfully given continued lower defense outlays than in
recent years. However, EBITDA is expected to remain relatively
stable after having experienced a meaningful reduction
approximately three years ago as a result of lower troop levels and
lower margins on new product offerings. There is a degree of
working capital variation on a quarterly basis. Counterbalancing
these factors is the company's well-managed execution of its niche
DoD brokerage and logistics business model. In addition, the
company has put greater emphasis on realigning its sales force that
has benefitted operating results.

The negative outlook reflects the company's weak liquidity profile
stemming from the near-term maturity of its revolving credit
facility.

Ratings could be downgraded if the company's liquidity position
deteriorates including higher than anticipated revolver borrowings
due to continued negative free cash flow and /or credit metrics
weakening such that Moody's adjusted debt/EBITDA exceeds 7.0x
and/or interest coverage falls well below 1.0 times.

The outlook could be stabilized if the company addresses the
upcoming maturity of its revolver due March 2016. Upward ratings
momentum is unlikely over the next year given the company's highly
leveraged capital structure. A ratings upgrade would be considered
if, in addition to strengthening the company's liquidity profile
including positive free cash flow generation, ADS uses cash flow to
pay down debt such that Moody's adjusted debt/EBITDA improves to
and is sustained below 6.0 times.

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

ADS Tactical Inc. ("ADS"), through its operating subsidiary
Atlantic Diving Services, Inc. headquartered in Virginia Beach, VA,
is a provider of logistics and supply chain solutions for the U.S.
Department of Defense and Department of Homeland Security as well
as various federal agencies including the Department of Justice,
law enforcement and first responders.


ALCO CORP: Issues with Bonding Cos Resolved, Asks Final Decree
--------------------------------------------------------------
Alco Corporation is asking the U.S. Bankruptcy Court for the
District of Puerto Rico to enter a final decree closing its Chapter
11 case.

Bankruptcy Judge Mildred Caban Flores in Puerto Rico issued an
opinion and order on March 11, 2013, confirming the Amended
Chapter 11 Plan of Reorganization filed by Alco Corporation.  The
Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.

The Debtor on Jan. 12, 2015, filed a supplement to its confirmed
Plan.  The Debtor filed the supplement after it reached a
settlement with PRAPI, Travelers Casualty and Surety Company,
Reliance Insurance Company, MAPFRE PRaico Insurance Company
(collectively, "Bonding Companies"), and Betteroads Asphalt
Corporation, Petroleum Emulsion Manufacturing Corporaption and
Betterrecycling Corporation (collectively the "Betteroads Group")
reached and filed a settlement agreement in order to resolve all
contested matters between the parties.  A copy of the supplement is
available for free at:
http://bankrupt.com/misc/AlcoCorp_P_Conf_Plan_Changes.pdf

On Jan. 13, 2015, the Court entered an order providing that the
Debtors will be required to submit an amended supplement that will
indicate how other creditors will be affected and will be filed
with ballots for votes. In the case of any changes in votes, the
Debtor had until Feb 17, 2015, to submit new tabulations.

The Debtor filed a new computation of ballots in considered with
its proposed plan to take into account creditors who changed their
votes.  According to the tabulation, as to class 8, five creditors
holding $28,578 in claims accepted the Plan, while four creditors
holding $34,696 in claims rejected the Plan.  Creditors in Classes
10 and 12 overwhelmingly accepted the Plan.  A copy of the document
is available for free at:

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

The Debtor's post confirmation modification to the Plan dated Jan.
20, 2015, was confirmed by the Court on Feb. 18, 2015.  The Court
on Feb. 18 also approved the Settlement and Release Agreements.

The Debtor says that it has made all the payments under the post
confirmation modification of the Plan and under the Settlement and
Release Agreements.

Accordingly, the Debtor asks the Court to take notice of its report
of payments under the Plan and that it enters an order in which the
Debtor's request for final decree is granted.

A copy of the Final Decree Motion is available for free at:

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

                      About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D.P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.


ALCO CORP: Real Estate Transferred to Betteroads Group
------------------------------------------------------
Pursuant to its court-approved settlement with Betteroads Asphalt
Corporation, Alco Corporation sought and obtained approval from
U.S. Bankruptcy Court for the District of Puerto Rico to sell and
transfer its real estate and personal properties.  

The settlement between the parties provides for the payment of the
Betteroads Group's Claims Nos. 82, 83 and 84 through the private
sale and transfer of the Debtor's real estate and personal
properties.  Included in the transfer are the Debtor's real estate
property located at Canovanas, Puerto Rico, and real estate
property located at Guayama, Puerto Rico.

A copy of the sale order is available for free at:

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

                      About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D.P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.


ALCO STORES: Allegro Media Appointed as Committee Member
--------------------------------------------------------
The U.S. Trustee for Region 6 appointed Allegro Media Group to Alco
Stores Inc.'s official committee of unsecured creditors.  

Allegro replaced Maurice Sporting Goods, which resigned as member
of the committee, according to a filing with the U.S. Bankruptcy
Court for the Northern District of Texas.

The unsecured creditors' committee is now composed of:

     (1) Alliance Entertainment, LLC
         Attn: Bradley S. Shraiberg, Esq.
         1401 NW 136th Avenue, Ste. 100
         Sunrise, FL 33323
         561-443-0800
         561-998-0047 (fax)
         bshraiberg@sfl-pa.com

     (2) Hallmark Marketing Company, LLC
         Attn: Craig Lorenzen
         P. O. Box 419535
         Kansas City, MO 64141-6535
         816-274-4493
         816-274-7412 (fax)
         craig.lorenzen@hallmark.com

     (3) Silver One International
         Attn: Jack Joseph Ezon
         1370 Broadway, 6th Floor
         New York, NY 10018
         212-719-1818
         212-719-1819 (fax)
         jack@bluestarcc.com

     (4) Sunbeam Products, Inc.
         d/b/a Jarden Consumer Solutions
         Attn: Eileen McDonnell
         2381 NW Executive Center Drive
         Boca Raton, FL 33431-8560
         561-912-4435
         561-912-4157 (fax)
         emcdonnell@jardencs.com

     (5) PepsiCo, Inc.
         Attn: Taylor Ricketts
         1100 Reynolds Blvd.
         Winston-Salem, NC 27105
         336-896-5863
         336-896-6003 (fax)
         taylor.ricketts2@pepsico.com

     (6) Cocca Development, Ltd.
         Attn: Anthony L. Cocca
         100 DeBartolo Place, Ste. 400
         Boardman, OH 44512
         330-729-1010
         330-729-1008 ? fax
         acocca@coccadevelopment.com

     (7) Allegro Media Group
         c/o Vincent Micallef, Chief Financial Officer
         20048 NE San Rafael Street
         Portland, OR 97223
         972.282.6721
         503.256.4615 – fax
         vince.micallef@allegromediagroup.com

                         About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to the
Debtors.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities was
total debt outstanding under a credit facility with Wells Fargo
Bank, National Association, of which the aggregate outstanding was
$104.2 million as of the Petition Date.

The Debtor received court approval to sell some of its real estate
along with store leases.

The U.S. Trustee for Region 6 appointed seven creditors to serve in
the official committee of unsecured creditors of ALCO Stores, Inc.
The Law Office of Judith W. Ross serves as local counsel to the
Committee.


ALLEGHENY TECH: Collateralization No Impact on Moody's Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service said that Allegheny Technologies
Incorporated's (ATI) collateralization of its revolving credit
facility, as required by the springing lien trigger event, does not
impact the company's Ba1 senior unsecured note ratings under
Moody's loss given default methodology. This is due to the fact
that unsecured debt comprises the majority of the debt obligations
in the capital structure. The eighth Amendment dated Oct. 15, 2014
requires collateral (receivables, inventory and proceeds thereof)
to be provided should ratings be below investment grade at both
Moody's and Standard & Poor's.

Allegheny Technologies Incorporated ("ATI"), headquartered in
Pittsburgh, PA, is a diversified producer and distributor of
components and specialty metals such as titanium and titanium
alloys, nickel-based alloys, and stainless and specialty steel
alloys. The company operates through two key business segments:
High Performance Materials & Components and Flat-Rolled Products.
For the year ended December 31, 2014, ATI generated revenues of
$4.2 billion.


ALLEN SYSTEMS: CRO Employment Hearing Continued
-----------------------------------------------
BankruptcyData reported that Allen Systems Group filed with the
U.S. Bankruptcy Court an amended notice of agenda of matters
scheduled for Court consideration, which, among other things, state
that the Company's motion to retain Huron Consulting Services to
provide a chief restructuring officer and other personnel and
designate John C. DiDonato as chief restructuring officer is being
continued to a date to be determined.

BData said the U.S. Trustee objected to the employment application,
saying Mr. DiDonato's position as a member of the board of
directors of Debtor ASG within the two years prior to the
bankruptcy filing renders Mr. DiDonato and Huron ineligible for the
accommodation the U.S. Trustee may provide to those professionals
employed under the terms of the Jay Alix crisis management protocol
that has been employed in this District.

                        About Allen Systems

Allen Systems Group, Inc., and two affiliates provide
mission-critical enterprise information technology ("IT")
management software solutions to large enterprises and small and
medium-sized businesses.  Founded in 1986 by Arthur L. Allen in
Naples, Florida, ASG has more than 100 offices worldwide,
primarily
in the United States and Europe.  As of Feb. 17, 2015, ASG had
1,054 employees in 114 locations in 25 countries.

Allen Systems and two affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 15-10332) in Delaware on Feb.
18, 2015.  The case is assigned to Judge Kevin J. Carey.

The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel;
Latham & Watkins LLP as special counsel; and Epiq Bankruptcy
Solutions as claims and noticing agent.

Allen Systems estimated $100 million to $500 million in assets and
$500 million to $1 billion in debt.


ALLEN SYSTEMS: Wins Approval of Ch. 11 Plan
-------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that enterprise software provider Allen Systems Group, Inc . won
court approval of a bankruptcy restructuring designed to cut its
debt by $420 million.  According to the DBR report, Judge Kevin
Carey was poised to sign off on the plan following a March 26
hearing at the U.S. Bankruptcy Court in Wilmington, Delaware.

BankruptcyData reported that prior to the March 26 hearing, Allen
Systems filed with the Court technical modifications to its First
Amended Joint Prepackaged Chapter 11 Plan, to correct certain
technical errors and/or omissions in the Plan and make certain
clarifications.

BData, citing court documents, said the Plan seeks to do the
following: "Clarify the definition of 'Allowed' for Claims or
Interests; Clarify the description of treatment of Class 6 Claims;
Clarify certain language regarding objections to Claims or
Interests that includes the Bankruptcy Court or a court of
competent jurisdiction; Clarify the introductory section of Article
XI to clarify the Bankruptcy Court's jurisdiction regarding
treatment of Claims or Interests; Add clarifying language that
payment of Professional Claims are also subject to the requirements
of the Final DIP Order; Removing certain language regarding Proofs
of Claim based upon Executory Contracts or Unexpired Leases that
have been assumed in the Chapter 11 Cases and the treatment of
same; Revising language to address reversion of Unclaimed
Distributions under the Plan; Removing certain language prohibiting
set off by holders of Claims without first filing a motion with the
Bankruptcy Court; Removing section 7.1 of the Plan regarding the
disputed claims process."

As previously reported by The Troubled Company Reporter, the
Debtors sought Chapter 11 bankruptcy protection with a prepackaged
Chapter 11 plan that reduces its secured debt load from over $666
million to $240 million.

The Debtors intend to effect a balance sheet restructuring
pursuant
to the Plan under which, except as otherwise provided in the Plan,
the Domestic Credit Facility and Foreign Credit Facility will be
repaid in full on the Effective Date unless two-thirds in amount
of
claims under the Domestic Credit Facility and the Foreign Credit
Facility agree to less favorable treatment, and ASG will cancel
the
Notes Claims in exchange for the Notes Claims Stock representing
41.5% of Reorganized ASG's New Common Stock; in addition, Eligible
Holders of Notes Claims will receive Subscription Rights to
participate in the Rights Offering to acquire their pro rata share
of the Rights Offering Stock, representing the remaining 58.5% of
Reorganized ASG's New Common Stock.  The Debtors' general
unsecured
creditors, other than holders of Notes Deficiency Claims and Allen
Claims, will be paid in full, and existing equity securities in
ASG
will be cancelled.

Allen Systems filed a first amended joint prepackaged Chapter 11
plan, which modifies the terms of the exit facilities.  The First
Amended Plan provides that a first lien exit credit agreement will
provide for (1) a $15,000,000 First Lien Revolving Loan and Note
Exit Facilities and (2) a $240,000,000 First Lien Term Loan Exit
Facility.  The First Lien Term Loan Exit Facility bears interest at
LIBOR plus 7.50% per annum, while the First Lien Revolving Loan and
Note Exit Facilities bear interest at LIBOR plus 5.50% per annum.

A blacklined version of the First Amended Plan dated March 16,
2015, is available at http://bankrupt.com/misc/ALLENplan0316.pdf

                        About Allen Systems

Allen Systems Group, Inc., and two affiliates provide
mission-critical enterprise information technology ("IT")
management software solutions to large enterprises and small and
medium-sized businesses.  Founded in 1986 by Arthur L. Allen in
Naples, Florida, ASG has more than 100 offices worldwide,
primarily
in the United States and Europe.  As of Feb. 17, 2015, ASG had
1,054 employees in 114 locations in 25 countries.

Allen Systems and two affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 15-10332) in Delaware on Feb.
18, 2015.  The case is assigned to Judge Kevin J. Carey.

The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel;
Latham & Watkins LLP as special counsel; and Epiq Bankruptcy
Solutions as claims and noticing agent.

Allen Systems estimated $100 million to $500 million in assets and
$500 million to $1 billion in debt.


ALLY FINANCIAL: DBRS Assigns 'BB' Rating to $1.25BB Senior Notes
----------------------------------------------------------------
DBRS Inc. has assigned a rating of BB to the $750 million 4.125%
Senior Notes due March 2020 and the $500 million 4.625% Senior
Notes due March 2025 issued by Ally Financial Inc.  The trend on
all of the Notes is Positive.  The proceeds from the Notes will be
included in the general funds of Ally and available for general
corporate purposes, including the partial redemption of the
Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series
G.


ALONSO & CARUS: Files for Chapter 11 with $15M in Debt
------------------------------------------------------
Alonso & Carus Iron Works, Inc., sought Chapter 11 protection
(Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on
March 27, 2015.

The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,390,000
  B. Personal Property           $18,638,113
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,393,818
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $586,319
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,939,009
                                 -----------      -----------
        TOTAL                    $23,028,113      $14,919,146

According to the SALs, the Debtor has two properties in Catano with
a total value of $4.39 million.  Banco Popular de Puerto Rico is
owed $7.52 million on a mortgage loan secured by the Debtor's
properties, and is also owed $3.66 million on a line of credit
secured by the Debtor's account receivables and inventories.

A copy of the Schedules is available for free at:

          http://bankrupt.com/misc/prb15-02250_SAL.pdf

The case is assigned to Judge Enrique S. Lamoutte Inclan.

The Debtor on the Petition Date filed applications to employ
Charles A Curpill, PSC Law office, as counsel; and CPA Luis R.
Carrasquillo & Co, PSC as financial consultant.


AMERICAN INT'L: Greenberg Says Bailout Terms Cheated Stockholders
-----------------------------------------------------------------
Phil Milford and Andrew Zajac, writing for Bloomberg News, reported
that David Boies, lawyer for Maurice "Hank" Greenberg's Starr
International Co., told a federal judge that American International
Group's stockholders were cheated by the onerous terms of the U.S.
government's $85 billion bailout.

According to the report, Mr. Boies said the loan's onerous terms
include an interest rate of 14 percent and a demand for 80 percent
of the company's stock.  The terms cost shareholders as much as $40
billion, Mr. Boies has said, arguing that AIG investors deserve
that money back, the Bloomberg report said.

U.S. Judge Thomas Wheeler will hear closing arguments April 22 in
the Court of Claims in Washington.

The case is Starr International v. U.S., 11-cv-00779, U.S. Court of
Federal Claims (Washington).

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ATLANTIC BROADBAND: S&P Affirms 'BB-' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating and all other ratings on Quincy,
Mass.-based Atlantic Broadband Finance LLC (ABB).  The outlook is
stable.

"The ratings reflect ABB's credit metrics, which have improved over
the past few years, and our expectation that debt to EBITDA will
decline to less than 5x in 2015 from EBITDA growth and modest debt
reduction," said Standard & Poor's credit analyst Eric Nietsch.

However, S&P believes that leverage improvement will likely be
temporary and that the company will use the additional debt
capacity for acquisitions.  The strategic owner, Canadian-based
Cogeco Inc., in S&P's view, purchased ABB with the intention of
growing its U.S.-based cable footprint.  S&P believes any
acquisition activity would likely be funded with new debt at the
ABB entity.

The 'BB-' corporate credit rating on ABB reflects the 'b+'
stand-alone credit profile plus one notch of support based on S&P's
view that that ABB is "moderately strategic" to Cogeco.  The rating
also incorporates S&P's view of ABB's "satisfactory" business risk
profile and "aggressive" financial risk profile.

The stable outlook reflects the good revenue visibility from the
company's mostly subscription-based cable business model.  S&P
anticipates growth in HSD subscribers, selective rate increases,
and growth from commercial services to roughly offset the loss of
video customers.  While S&P expects leverage to decline to less
than 5x over the next 12 months, financial policy considerations,
including the potential for debt-financed acquisitions, will likely
limit improvement in key credit metrics longer term.

Although unlikely over the next 12 months, a downgrade would most
likely be the result of an accelerated loss of video customers to
satellite or over-the-top video services or because of a material
expansion of U-verse in ABB's footprint.  More specifically, S&P
could lower the rating if a more competitive environment depressed
the EBITDA margin to the low- to mid-30% area, leading to debt
leverage increasing above 7x, with little sign of improvement.

S&P could consider a rating upgrade if improvement in operating
metrics enabled debt leverage to remain below 5x on a sustained
basis and S&P believed that management would not pursue a
debt-financed acquisition that pushed leverage above 5x.



BARRACK'S ROW: Legal Dispute Over Restaurant Group Ends with Deal
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
bankruptcy case for landmark Washington, D.C., watering hole Hawk
'n' Dove ended abruptly with a settlement between the bar's owners
and a group led by D.C. restaurateur Xavier Cervera.

According to the report, the judge overseeing the bankruptcy has
dismissed the case at the owners' request.  Details about the
settlement between Mr. Cervera, who sold Hawk 'n' Dove and eight
other restaurants in 2012, and the investors who bought them
weren't disclosed, so it is unclear who won the battle, the
Journal.

Barracks Row Ent Group LLC and nine of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D.D.C. Case Nos.
14-00167 to 14-00176) on March 28, 2014.  The Debtors estimated
assets of $500,000 to $1 million and liabilities of $1 million to
$10 million.  Yumkas, Vidmar & Sweeney, LLC, serves as the
Debtors' counsel.  Steyer Lowenthal Boodbrookas Alvarez & Smith
LLP is the Debtors' special litigation counsel.  Judge Martin S.
Teel, Jr., presides over the case.

Eight restaurants were placed in Chapter 11 bankruptcy: Park
Tavern, Boxcar Tavern, Lola's Barracks Bar & Grill, Molly
Malone's, Pacifico Cantina, Senart's Oyster House and the
Chesapeake Room.  The yet-to-be opened Willie's Brew and 'Que, a
barbecue-themed sports bar, were also placed in bankruptcy.


BERNARD L. MADOFF: Picard Pushes $54-Mil. Clawback Suit vs. Shapiro
-------------------------------------------------------------------
Law360 reported that Irving Picard, the trustee charged with
digging up money for victims of Bernard Madoff's Ponzi scheme,
pressed a judge to order a trial against longtime Madoff family
friend Stanley Shapiro for allegedly reaping $54 million in
fictitious profits while turning a blind eye to the fraud.

According to the report, after hearing arguments, U.S. Bankruptcy
Judge Stuart Bernstein reserved decision on Shapiro's attempt to
escape the litigation, in which the liquidating trustee is
demanding the return of money withdrawn from accounts at Madoff's
phantom investment firm as far back as 1981.  Mr. Picard said Mr.
Shapiro was among a select group of early investors in Bernard L.
Madoff Investment Securities LLC who knowingly perpetrated the
fraud in exchange for special perks, the report related.

The case is Irving H. Picard v. Stanley Shapiro et al., case number
1:10-ap-05383, in the U.S. Bankruptcy Court for the Southern
District of New York.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  The fifth pro
rata interim distribution slated of Jan. 15, 2015, totaled
$322 million, and brought the amount distributed to eligible
claimants to $7.2 billion, which includes more than $823 million
in
advances committed to the SIPA Trustee for distribution to allowed
claimants by the SIPC.

As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.


BERNARD L. MADOFF: PwC Challenges Class Certification
-----------------------------------------------------
Law360 reported that PricewaterhouseCoopers LLP and Citco Group
Ltd. said they will fight against the class certification issued by
U.S. District Judge Victor Marrero in a lawsuit alleging that the
firms mislead investors about the quality of feeder funds involved
in Bernie Madoff's Ponzi scheme.

According to Law360, Judge Marrero, in early March certified a
class of about 1,000 individuals and businesses accusing PwC and
Citco that they lost at least $7.5 billion to the Ponzi scheme as a
result of their investments with Fairfield Greenwich Ltd.-managed
funds, including the Madoff scheme's single largest feeder fund.
In favoring class certification, Judge Marrero said classwide
evidence established that the investors had allegedly relied on
erroneous valuations and audit reports from Citco and PwC in
choosing to invest in funds managed by Fairfield.  Judge Marrero
accepted the investors’ argument that their relationship with PwC
and Citco was close enough to establish a "duty of care" under New
York law, Law360 related.

Following the issuance of the class certification order, Citco and
PwC asked Judge Marrero to hold off on scheduling any decisions in
the case while the firms fight the renewed class certification.

The case is Anwar et al. v. Fairfield Greenwich Ltd. et al., case
number 1:09-cv-00118, in the U.S. District Court for the Southern
District of New York.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  The fifth pro
rata interim distribution slated of Jan. 15, 2015, totaled
$322 million, and brought the amount distributed to eligible
claimants to $7.2 billion, which includes more than $823 million
in
advances committed to the SIPA Trustee for distribution to allowed
claimants by the SIPC.

As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.


BERNARD L. MADOFF: Trustee Evades Sanctions Over Clawback Claim
---------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Stuart Bernstein, who is
presiding over the liquidation of Bernard Madoff's defunct
securities firm elected not to fine the trustee charged with
recovering losses from the fraudster's Ponzi scheme for making
questionable assertions regarding a European investment adviser's
alleged complicity.

According to Law360, after hearing arguments at a hearing, Judge
Bernstein determined that Bernard L. Madoff Investment Securities
LLC trustee Irving Picard and his law firm BakerHostetler did not
deserve the sanctions requested by FIM Ltd., the investment
consultant for affiliated Madoff feeder fund manager Kingate
Management.

Meanwhile, more than 600 former customers of the defunct firm asked
Judge Bernstein to appoint a special investigator to determine
whether Mr. Picard has wrongfully denied them insurance from the
Securities Investor Protection Corp., Law360 reported.  The call
for an investigation comes in response to what an attorney for the
customers calls an "outrageous" request by Mr. Picard and
BakerHostetler to establish their receipt of fictitious profits
from Madoff's scheme through expert testimony, the Law360 report
related.

Picard is seeking to have expert testimony introduced to prove that
all customers of Bernard L. Madoff Investment Securities LLC who
were listed in pre-1998 company bank records with the notations
“PW,” which purportedly stands for profit withdrawal, and
“check” received funds from Madoff’s firm.

Jonathan Stempel, writing for Reuters, reported that Mr. Picard has
announced a settlement to recoup $93 million from feeder fund
manager Reliance Management (BVI) Ltd., that sent client money to
the swindler's firm, boosting the total sum raised to roughly
$10.65 billion.  Mr. Picard said the settlement calls for the
Defender Ltd feeder fund to receive a $522.8 million claim in the
liquidation of BLMIS because it deposited more there than it
withdrew, Reuters related.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation
of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  The fifth pro
rata interim distribution slated of Jan. 15, 2015, totaled
$322 million, and brought the amount distributed to eligible
claimants to $7.2 billion, which includes more than $823 million
in
advances committed to the SIPA Trustee for distribution to allowed
claimants by the SIPC.

As of Nov. 30, 2014, the SIPA Trustee has recovered or reached
agreements to recover approximately $10.5 billion since his
appointment in December 2008.


BINDER & BINDER: Committee Taps Getzler Henrich as Finc'l Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Binder & Binder - The National Social Security
Disability Advocates (NY), LLC, et al., filed an application to
retain Getzler Henrich & Associates, LLC, as financial advisor,
nunc pro tunc to Jan. 8, 2015.

The Committee expects GH to provide it assistance in connection
with the bankruptcy and plan of reorganization of the Debtors, as
set forth in the parties' Engagement Letter, and as the Committee
or its counsel may otherwise request and as may be agreed to by
GH.

GH will charge for its services at these standard hourly billing
rates:

         Personnel Classification         Applicable Rates
         ------------------------         ----------------
         Principal/Managing Director        $495 to $595
         Directors/Specialists              $385 to $550
         Associates/Paraprofessionals       $160 to $385

In addition to professional fees, GH's fee applications will
include requests for reimbursement of actual, necessary and
reasonable expenses, including travel, report production, delivery
services, and other costs incurred in providing the services.

William H. Henrich, co-chairman of GH, attests that GH does not
represent or hold any interest adverse to the Committee or the
Debtors' estates and is "disinterested" as the term is described
under Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         GETZLER HENRICH & ASSOCIATES LLC
         295 Madison Avenue
         20th Floor
         New York, NY 10017
         Tel: (212) 697-2400
         Fax: (212) 697-4812
         http://www.getzlerhenrich.com

                       About Binder & Binder

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

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

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

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee is now comprised of
(i) United Service Workers Union, Local 455 IUJAT & Related Funds,
(ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv)
Teaktronics, Inc.



BINDER & BINDER: Gets Final Approval of $6-Mil. Replacement Loan
----------------------------------------------------------------
U.S. Bankruptcy Judge Robert Drain in Manhattan gave Binder &
Binder final authority to obtain a $6,000,000 loan from Stellus
Capital Investment Corp.

According to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, the new loan replaces interim financing
provided by pre-bankruptcy secured lenders Capital One NA and U.S.
Bank NA, owed about $23 million before bankruptcy.  The banks
wouldn't commit to increasing the bankruptcy loan, which was
proving insufficient, according to Binder, Bloomberg related.

Stellus, owed $16.7 million on a subordinated note, rode to the
rescue, offering a secured replacement loan to keep the business
operating, the Bloomberg report said.  In return, Stellus gets a
lien with priority over existing bank debt, Bloomberg added.

A full-text copy of the Budget is available at
http://bankrupt.com/misc/BINDERdipbudget.pdf

                     About Binder & Binder

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

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

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

A four-member panel serves as Official Committee of Unsecured
Creditors in the Debtors' cases.  Klestadt Winters Jureller
Southard & Stevens, LLP, serves as its counsel.


BPZ RESOURCES: Still In Talks for $38MM DIP Loan From Noteholders
-----------------------------------------------------------------
Richard S. Menniti, Chief Financial Officer to BPZ Resources, Inc.,
said in a regulatory filing with the Securities and Exchange
Commission on Friday that the Company continues to engage in
discussions with certain holders of debt under the Company's
outstanding convertible notes due March 1, 2015 and October 1, 2017
regarding, among other things, the potential terms under which one
or both could be restructured to provide a capital structure which
would allow the Company to continue developing its oil and gas
assets and post-petition debtor-in-possession (DIP) financing.

                          DIP Term Sheet

As of March 23, 2015, the parties discussed a proposed DIP term
sheet that was non-binding in nature. No agreement has been reached
between the parties, and the parties continue to discuss potential
financing opportunities.

A description of certain terms under the DIP term sheet is
available at http://is.gd/T9EqTM

Specifically, the Company disclosed that certain holders of the
6.5% convertible senior notes due 2015 and the 8.5% convertible
senior notes due 2017 were organized to engage the Company
regarding a potential recapitalization or restructuring. The
Noteholders informed the Company that they held over 75% of the
Convertible Notes. The professionals for the Noteholders performed
due diligence on behalf of the Noteholders.  Starting on or about
March 19, 2015, each of the Noteholders executed individual
Confidentiality Agreements and participated in further due
diligence.

On or about March 23, 2015, the Noteholders delivered to the
Company a term sheet that provided for postpetition
debtor-in-possession financing. The Company engaged in discussions
with the Noteholders with respect the DIP Term Sheet.

The Company's most recent comments to the DIP Term Sheet were
delivered to counsel to the Noteholders on or about March 25, 2015,
and included, the following:

The DIP Facility would have provided for a $38.625 million
Superpriority Secured Term Loan of which $30 million (net of
original issue discount) would be available in an initial draw and
an aggregate amount of $7.5 million (net of original issue
discount) would be available in multiple delayed draws upon the
satisfaction of certain additional conditions, secured by
substantially all of the assets of the Company and its
subsidiaries, subject to certain exceptions and a carve out for
professional fees. The DIP Facility would have a 6 month term and
bear interest at a rate of 11.25% per annum. The DIP Facility would
have contained an original issue discount of 3% (in lieu of an
origination fee) and have provided for a 4% exit fee that would be
waived if the Company accepted an exit facility proposed by the
Noteholders.

The DIP Term Sheet was non-binding in nature. No agreement has been
reached between the parties, and the parties continue to discuss
potential financing opportunities.

                       Financial Projections

In connection with these discussions, the Company provided
unaudited financial projections and other information to certain
third parties that entered into non-disclosure agreements with the
Company, including certain holders of the Company's convertible
notes and potential investors and their respective advisors and
representatives.

The projections and other information are available at

     http://is.gd/eY1RSm
     http://is.gd/mlkBXg

The projections and other information were prepared solely in
connection with discussions with debt holders and potential
investors.

The projections and other information were not prepared with a view
toward public disclosure or compliance with the published
guidelines of the Securities and Exchange Commission or the
guidelines established by the American Institute of Certified
Public Accountants regarding projections or forecasts. The
projections do not purport to present financial condition in
accordance with accounting principles generally accepted in the
United States. The Company's independent accountants have not
examined, compiled or otherwise applied procedures to the
projections and, accordingly, do not express an opinion or any
other form of assurance with respect to the projections.

The projection data was prepared for internal use, capital
budgeting and other management decisions and are subjective in many
respects and thus subject to interpretation. While they may be
presented with numeric specificity, the projections reflect
numerous assumptions made by management of the Company with respect
to financial condition, business and industry performance, general
economic, market and financial conditions, and other matters, all
of which are difficult to predict, and many of which are beyond the
Company's control. Accordingly, there can be no assurance that the
assumptions made in preparing the projections will prove accurate.

In addition, certain information in the presentation materials may
be based upon data provided by the Company but was created by
advisors retained by potential third party lenders. The
methodology, analysis and interpretation made by those retained
advisors with respect to the data is not known to the Company. The
Company had no input in the creation or development of the
information created by advisors for potential third party lenders,
nor did the Company provide any oversight in its creation or
quality control.

It is expected that there will be differences between actual and
any projected results, and the differences may be material, due to
the occurrence of unforeseen events occurring subsequent to the
preparation of the projections. The inclusion of projections herein
should not be regarded as an indication that the Company or its
affiliates or representatives consider the projections to be a
reliable prediction of future events, and the projections should
not be relied upon as such. Neither the Company nor any of its
affiliates or representatives has made or makes any representation
to any person regarding the ultimate performance of the Company
compared to the projections, and none of them undertakes any
obligation to publicly update the projections to reflect
circumstances existing after the date when the projections were
made or to reflect the occurrence of future events, even in the
event that any or all of the assumptions underlying the projections
are shown to be in error.

                        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.


BRAFFITS CREEK: David F. Winterton Withdraws as Counsel of Record
-----------------------------------------------------------------
Tennille K. Pereira, Esq., and the law firm of David F. Winterton
and Assoc., Ltd., asked the Bankruptcy Court for authorization to
withdraw as counsel of record for Braffits Creek Estates, LLC.

The firm told the Court that counsel is no longer needed in the
Debtor's case.

The Court will convene a hearing on April 21, 2015, at 9:30 a.m.,
to consider the motion to withdraw as counsel of record.

Previously, the Debtor responded to the objection of Cohen Braffits
Estates Development, LLC, the largest secured creditor and
successful plan proponent, to (i) payment of fees; and (ii) motion
for approval to employ the law firm of David J. Winterton &
Associates, Ltd., as counsel nunc pro tunc to Aug. 22, 2012.

The Debtor explained that the payment of fees is being paid by the
secured creditor and not by the estate under Section 541 of
Bankruptcy Code.  The Plan of Reorganization states that the
payments will be made by the Plan Proponent, not from the
bankruptcy estate.

The Debtor argued that counsel has resolved the matter on
reasonableness because counsel has taken claims -- excessive fees,
duplicative fees and certain entities that seemed to be disallowed
-- on their fee application.

CBED, in its objection, said that the Debtor's counsel sought an
award of fees and reimbursement of expenses exceeding $103,000.
The Debtor's counsel argument in support of its nunc pro tunc
retention was inadequate and failed to satisfy the standard
required for approval of such retention in the Circuit.

CBED related that given the inactivity and demonstrable lack of
progress in the case for more than 20 months prior to CBED's
involvement, it is indisputable that Debtor's counsel has
failed to meet its burden of establishing that the fee award
requested in the final fee application meets the requirements of
Section 330(a)(1) of the Bankruptcy Code, and, for this reason,
Debtor's Counsel's request for an award of fees and reimbursement
of expenses must be denied in its entirety.

In a separate filing, Tracy Hope Davis, U.S. Trustee for Region 17,
has requested that the application must be denied because:

   1.  the applicant has not met the governing legal standard in
the Circuit to obtain a nunc pro tunc order; and

   2. there is no unjust hardship in requiring attorneys to observe
the strict requirements of Section 327 because professionals are
charged with knowledge of the law.

CBED is represented by:

         Matthew L. Johnson, Esq.
         JOHNSON & GUBLER, P.C.
         Lakes Business Park
         8831 W. Sahara Ave.
         Las Vegas, NV 89117
         Tel: (702) 471-0065
         Fax: (702) 471-0075
         E-mail: mjohnson@mjohnsonlaw.com

                - and -

         Timothy W. Walsh, Esq.
         MCDERMOTT WILL & EMERY LLP
         340 Madison Avenue
         New York, NY 10173
         Tel: (212) 547-5400
         Fax: (212) 547-5444
         E-mail: twwalsh@mwe.com

The U.S. Trustee is represented by:

         Brian Goldberg, Assistant U.S. Trustee
         Athanasios E. Agelakopoulos, Trial Attorney
         UNITED STATES DEPARTMENT OF JUSTICE
         Office of the U.S. Trustee
         300 Las Vegas Boulevard, So., Suite 4300
         Las Vegas, NV 89101
         Tel: (702) 388-6600 Ext. 224
         Fax: (702) 388-6658
         E-mail: brian.goldberg@usdoj.gov
                 athanasios.agelakopoulos@usdoj.gov

The Debtor's attorneys can be reached at:

         David J. Winterton, Esq.
         Tennille K. Pereira, Esq.
         1140 N. Town Center Drive, Suite 120
         Las Vegas, NV 89144

                    About Braffits Creek Estates

Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge
Bruce A. Markell presides over the case.  David J. Winterton, &
Assoc., Ltd., represents the Debtor in its restructuring effort.
The Debtor disclosed $25,003,800 in assets and $33,959,140 in
liabilities as of the Chapter 11 filing.

Bankruptcy Judge Laurel E. Davis confirmed Plan of Reorganization
for Braffits Creek Estates, LLC, as amended, modified or
supplemented, filed by secured creditor Cohen Braffits Estates
Development, LLC.

Cohen Braffits filed a bankruptcy-exit plan and disclosure
statement for the Debtor.  Matthew L. Johnson, Esq., at Johnson &
Gubler, P.C., in Las Vegas, Nevada, related that Cohen's plan
provides for two classes of priority claims, one class of secured
claims, one class of unsecured claims, and one class of equity
security holders.  Under the plan, Cohen will take ownership of
100% of the equity of reorganized Braffits.



BRIAN BENNER PC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Brian J. Benner, PC
          dba Benner & Foran
        P.O. Box 441
        Keego Harbor, MI 48320

Case No.: 15-44889

Chapter 11 Petition Date: March 29, 2015

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

Judge: Hon. Mark A. Randon

Debtor's Counsel: Michael D. Lieberman, Esq.
                  LIEBERMAN, GIES & COHEN, PLLC
                  31313 Northwestern Hwy., Suite 200
                  Farmington Hills, MI 48334
                  Tel: (248) 539-5500
                  Email: mike@lgcpllc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian J. Benner, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb15-44889.pdf


BRIAR'S CREEK: April 24 Established as General Claims Bar Date
--------------------------------------------------------------
Briar's Creek Golf LLC, dba The Golf Club at Briar's Creek, sought
and obtained from Judge John E. Waites an order establishing April
24, 2015, as the deadline for non-governmental creditors to file
proofs of claim.

South Carolina Local Bankruptcy Rule 3003-1 provides that, except
as otherwise ordered by the Court, proofs of claims or interest of
non-governmental entities must be filed no later than 90 days after
the first date set for the 11 U.S.C. Sec. 341 meeting of creditors
and no later than 180 days after the order for relief for
governmental entities.  In this matter, the Court automatically set
the non-government creditor claims bar date as June 25, 2015 and
the governmental claims bar date as Aug. 10, 2015.

However, given the Debtor's early sale motion and Plan of
Liquidation filings in the matter, such late claims bar dates would
significantly delay distributions to creditors in the case.

It appearing that an earlier bar date should be established for the
filing of non-government claims in order to expedite the plan
distribution process in the matter, Judge Waites entered an order
providing that April 24, 2015 is established as the last day for a
non-government creditor to file claims against the Debtor in the
case.

Nothing in the order will be read to alter the August 10, 2015
deadline for filing of claims by government entities, the Court
clarified.

                       About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  The Debtor is represented by G. William McCarthy, Jr., Esq.,

Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at
McCarthy Law Firm, LLC, in Columbia, South Carolina.

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is

unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to

Briar's Creek Holdings, LLC, for a purchase price of $11.3 million,

which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus assumption

of the post-closing liabilities under the Debtor's executory
contracts.



BRIAR'S CREEK: Disclosure Statement Hearing on Wednesday
--------------------------------------------------------
Briar's Creek Golf, LLC, d/b/a The Golf Club at Briar's Creek, will
return to the Bankruptcy Court in in Charleston, South Carolina, on
Wednesday, April 1, 2015, for a hearing to approve the disclosure
statement explaining its Chapter 11 exit plan.

The Disclosure Statement hearing will begin at 10:30 a.m.
Objections to the Disclosure Statement were due Monday, March 30.

The Debtor intends to exit bankruptcy through a sale of its assets
and distribution of sale proceeds to creditors.

The Disclosure Statement was filed February 27.

                   Plan Hinges on Sec. 363 Sale

The Debtor has filed a motion for entry of an order approving the
terms of a proposed sale of substantially all of the assets,
including real estate, personal property, furniture, fixtures,
equipment, inventory, vehicles, contracts, permits, intellectual
property, goodwill, and all documents and rights relating thereto
to Briar's Creek Holdings, LLC, a Delaware limited liability
company, or its assigns as Purchaser, free and clear of liens,
claims, and encumbrances pursuant to 11 U.S.C. Sec. 363 for a
purchase price of $11,300,000.

The purchase price consists of $7,400,000 in cash and assumption of
the approximately $3,890,732 secured debt owed to Edward L. Myrick,
Sr., plus assumption of the post-closing liabilities under the
Debtor's executory contracts and a post-closing commitment to
infuse $2,000,000 into a new operating reserve.

The Debtor also seeks authority to assume and assign certain
executory contracts pursuant to 11 U.S.C. Sec. 365 as part of the
sale.

The proposed sale is subject to higher or otherwise better offers.
The proposed sale anticipates that the Purchaser will retain the
so-called No Tee Time policy.  The proposed sale does not include
the sale of the Debtor's cash and cash equivalents, accounts
receivable, tax refunds, corporate records, insurance policies, and
any avoidance claims under Chapter 5 of the Bankruptcy Code.

The Debtor owns a private golf club on Johns Island, South
Carolina, with approximately 198 active members and 77 resigned
members, and is engaged in the business of operating its private
golf club and developing its real property. The Debtor's assets
consist primarily of real estate, specifically including an 18-hole
golf course, practice facilities, a clubhouse, dining and
country club facilities, golf maintenance and storage buildings,
eight developed lots, unimproved land for development, as well as
personal property, including cash, accounts receivable, two
vehicles, a boat motor, furniture, fixtures, equipment, inventory,
golf course chemicals/supplies, a boat and motor, furniture,
fixtures, equipment, inventory, and prepaid insurance.

              Classification and Treatment of Claims

The Debtor's Plan calls for 17 classes of creditors and parties in
interest consisting of two secured creditors, administrative
classes, four priority classes, a convenience class for vendors,
seven classes of unsecured creditors, and an equity class.


Class 1 - SouthCoast Community Bank
          Secured, Unimpaired

SouthCoast asserts claims against the Debtor aggregating to
$2,795,878 as of the Petition Date. The SouthCoast loans are
believed to be secured by a perfected first priority mortgage in
most of the Debtor's real property holdings.  The Debtor does not
believe that SouthCoast has any lien or interest in its Cash
Collateral. However, out of an abundance of caution, SouthCoast
consented to the Debtor's use of Cash Collateral.  The Debtor
proposes to pay SouthCoast in full from cash at closing.


Class 2 - Edward L. Myrick, Sr.
          Secured, Impaired

As part of the pre-petition restructuring efforts, the Debtor
borrowed $3,600,000 from Myrick. The Myrick debt is evidenced by a
promissory note, dated May 18, 2003 in the original principal
amount of $3,600,000, executed and delivered by the Debtor to
Myrick. The Myrick Debt is secured by a Mortgage Security Agreement
and Fixture Filing dated September 19, 2003 securing the original
principal amount of $3,600,000 through a mortgage lien on
substantially all the real property of the Debtor, but junior to
the SouthCoast debt in circumstances where the liens are
overlapping.  

As of the Petition Date, approximately $3,890,732 remains due and
owing to Myrick. As stated in the Debtor's Sale Motion the Myrick
debt will be assumed as part of the price paid by the Purchaser.
Myrick will become a member of Purchaser. There are other Myrick
claims in other classes.


Class 3 -- Administrative Claims of the U.S. Trustee, Estate
           Professionals, and Post-Petition Operating Expenses.
           Administrative Priority, Unimpaired

This class consists of quarterly fees of the United States Trustee
and any unpaid administrative claims of professionals. United
States Trustee fees for the Debtor will be paid by the Debtor in
full upon its due date and any amounts remaining due for quarterly
fees will be paid prior to the closing of the bankruptcy case.

The Debtor currently estimates post-petition professional fees in
the aggregate amount of approximately $100,000. Post-petition
professional fees incurred through the date of confirmation will
only be paid upon Court approval. Unless otherwise ordered by the
Court, post-petition professional fees incurred through the date of
confirmation will be paid in full.

Post-confirmation, professional fees, if any, will be paid monthly
in the ordinary course.  All of the Debtor's post-petition
operating expenses will be paid in full in the ordinary
course of business.


Class 4 - Briar's Creek Golf, LLC Employees
          Priority, Unimpaired

The Debtor has approximately 50 employees. The Debtor will continue
to employ the Employees in the ordinary course of its business
without any interruption of work schedule or pay schedule through
the closing of the Sale to Purchaser.  As of the Petition Date,
Employees had accrued vacation and benefits due in the approximate
aggregate amount of $56,000 for time worked prior to the Petition
Date.

The Debtor estimates that between the Petition Date and the closing
date contemplated by the Sale Motion and APA, an additional $14,000
will accrue in paid time off and vacation creating an aggregate
claim of approximately $70,000, which will be paid pro-rata between
seller (Debtor) and Purchaser.  The Debtor has filed a motion
seeking authorization to pay accrued pre-petition wages in full.
All post-petition wages, benefits, and insurance premiums will be
paid from the Debtor's operating account in the ordinary course of
business at the regularly scheduled dates.

Upon confirmation of the Plan and pursuant to the APA attached to
the Sale Motion, any and all Allowed Claims in this class shall
have been paid in full in part by Debtor and in part paid by
Purchaser.


Class 5 - Internal Revenue Service
          Priority, Unimpaired

Except with regard to the approximately $5,460.93 in federal
payroll taxes which the Debtor seeks to pay by way of its first day
accrued wage motion in this matter, the Debtor believes and asserts
that it is current with any and all income and payroll taxes with
the IRS.  However, to any extent it is determined that the Debtor
owes additional pre-petition taxes to the IRS, then such taxes will
be paid in full upon the Effective Date of the Plan or such later
date as they come due. Postpetition, any and all IRS taxes shall be
kept current and paid in full from the Debtor's operating account.


Class 6 - South Carolina Department of Revenue
          Priority, Unimpaired

Except with regard to the approximately $2,678.61 in state payroll
taxes which the Debtor seeks to pay by way of its first day accrued
wage motion in this matter, the Debtor believes and asserts that it
is owes the SCDOR $113.15 for liquor taxes but is otherwise current
with any and all other excise, unemployment, income, and payroll
taxes owed to SCDOR. The $113.15 owed in pre-petition liquor taxes
to SCDOR will be paid in full upon the Effective Date of the Plan
or such later date as they come due. Post-petition, any and all
taxes owed to SCDOR shall be kept current and paid in full from the
Debtor's operating account.


Class 7 - Charleston County, South Carolina
          Priority, Unimpaired

The Debtor believes and asserts that all ad valorem property taxes
that became due to Charleston County pre-petition were paid prior
to the Petition Date.  To the extent it is determined that any
pre-petition ad valorem taxes went unpaid, such pre and also the
pro rated post petition portion of property taxes will be paid in
full pursuant to the Asset Purchase Agreement.


Class 8 - Contract Rejection Damages and Unpaid Lease Payments
          Unsecured, Impaired

Though the Debtor does not anticipate any such claims, this class
includes any and all Allowed Claims for lease rejection damages. By
way of its Sale Motion, the Debtor seeks to have the Purchaser or
other successful bidder assume all executory contracts of the
debtor and, upon the entry of a final order approving the sale,
assign such contracts to the Purchaser or other successful bidder.
It is the Debtor's position that no cure is required to be paid in
connection with the assumption of such contracts pursuant to Sec.
365(b).  Rejection claims, if any, related to any Contract Claims
will be paid at closing.


Class 9 - General Unsecured Trade Vendors
          Unsecured, Impaired

This Class is a convenience-type of class that includes the
Debtor's Trade Creditors with whom it does business as a part of
its normal operations.  As of the Petition Date, the Debtor
believes it owes its approximately 33 general unsecured trade
vendors the approximate amount of $123,142.  Any pre-petition
Allowed Claims of general unsecured Trade Creditors in this Class
will be paid in full, without interest, within 90 days after the
Effective Date of the Plan.  The post-petition amounts due to
general Trade Creditors are not included in this Class.
Post-petition amounts due to trade creditors will be paid in full
as administrative priority claims in the ordinary course of the
Debtor's business dealings with its trade creditors as set forth in
the classes above.


Class 10 - General Unsecured Creditors
           Unsecured, Impaired

This class of creditors consists of all allowed unsecured claims
against the Debtor that have not been previously identified. There
are approximately two creditors in this class in the aggregate
amount of approximately $64,367.  Claims in Class 10 shall receive
a pro-rata distribution of the Sale Proceeds from Debtor's Estate.
The ultimate distribution rate on claims in this class will not be
finally determined until the Court has approved the Sale Motion and
such sale has closed. Assuming that the sale is approved and the
Debtor continues to operate at a break-even cash flow through
closing, as presently projected, the distribution rate will be
approximately 33%. If sale proceeds are greater, the Debtor
operates at a loss, or claims increase, the distribution rate will
be adjusted.


Class 11 - Developer Claims
           Unsecured, Impaired

This class consists of the unsecured, pre-petition claims of Edward
L. Myrick, Sr. and Steve Koenig in their capacity as creditors
related to the development of the property in the
approximate amount of $750,000.  This obligation is subordinated to
the Membership Deposits due under the Amended Membership Plan.  The
Claims in Class 11 are waived with the consent of Myrick and
Koenig. Upon the occurrence of the Effective Date, all Class 11
claims will be waived and extinguished. Class 11 will not
participate in any distribution from the Debtor's Estate.


Class 12 - Founder Loans
           Unsecured, Impaired

This class of creditors consists of the subset of the Membership
who made capital contributions to the Debtor.  There are 16
Founders with an aggregate amount due of $3,620,049.  Holders of
Class 12 claims will receive no distribution pursuant to this
Plan.


Class 13 - Equity Holders
           Equity Holder, Impaired.

This Class consists of the Equity Interests in the Debtor. Upon the
occurrence of the Effective Date, all Class 13 claims will be
waived and extinguished. Class 13 will not participate in any
distribution from the Debtor's Estate.


Class 14 - Patron Loans
           Unsecured, Impaired

This class of creditors consists of the subset of the Golf
Membership who made future advances under the Debtor's Patron
Program.  The Patron Loans were designed to bear interest at the
rate of 5% due and payable in annual installments starting November
12, 2010 and scheduled to reach maturity on November 12, 2019. The
Debtor was unable to make the interest payment due on November 12,
2014; therefore such interest is included in the claims of the Club
Patrons.  The aggregate balance for all of the Patron Loans is
$2,930,533.89.  Each Claimant will receive a pro rata distribution
based upon the amount of their Claim. The ultimate distribution
rate on claims in this class will not be finally determined until
the Court has approved the Sale Motion and such sale has closed.
Assuming that the sale is approved and the Debtor continues to
operate at a break-even cash flow
through closing, as presently projected, the distribution rate will
be approximately 33%. If sale proceeds are greater, the Debtor
operates at a loss, or claims increase, the distribution rate will
be adjusted.


Class 15 - Present Refundable Members
           Unsecured, Impaired

The Creditors in Class 15 consist of the present membership of the
Debtor holding memberships, which are refundable under the
Membership Plan.  Pursuant to the Membership Plan, all refundable
memberships are to be refunded in full upon 30 years of membership
in good standing. There are currently 127 Refundable Memberships
with an aggregate claim of $14,460,350.  The Claims in Class 15
will be adjusted for net present value based upon the date when
such membership would be refunded in the future. The aggregate net
present value of all Class 14 Claims is $4,599,808.22. All
Refundable Members shall be offered the opportunity to participate
as members of the New Club, without paying further membership fees.
The ultimate distribution rate on claims in this class will not be
finally determined until the Court has approved the Sale Motion and
such sale has closed. Assuming that the sale is approved and the
Debtor continues to operate at a break-even cash flow through
closing, as presently projected, the distribution rate will be
approximately 33%. If sale proceeds are greater, the Debtor
operates at a loss, or claims increase, the distribution rate will
be adjusted.


Class 16 - Resigned Members
           Unsecured, Impaired

This class of creditors consists of those former Club Members who
held refundable memberships, but resigned from their membership
pre-petition.  Pursuant to the Debtor's Membership Plan and the
various Membership Agreements, memberships were to be refunded on
the basis that for every three memberships sold, the fourth
membership would refund the membership deposit of a Resigned
Member. As part of the 2009 Restructuring Agreement, this
methodology was adjusted and approved by a majority of Club
members. The March 2010 Amendment to the Membership Agreement
specifies that when $400,000 of new membership fees are received,
the next Resigned Member in the queue is refunded. There are 77
Resigned Members holding claims in the approximate aggregate amount
of $8,865,000.  The Claims in Class 16 will be discounted for
present value based upon the date that their Membership Refund
would have been paid in the future. The aggregate present value of
all Class 16 Claims is $4,045,011.  Following discount to present
value, the Class 16 Claims will then receive a pro rata
distribution within 14 days of the Effective Date. Resigned Members
shall be offered the opportunity to participate as members of the
Reorganized Debtor, without paying further membership fees.  The
ultimate distribution rate on claims in this class will not be
finally determined until the Court has approved the Sale Motion and
such sale has closed. Assuming that the sale is approved and the
Debtor continues to operate at a break-even cash flow through
closing, as presently projected, the distribution rate will be
approximately 33%. If sale proceeds are greater, the Debtor
operates at a loss, or claims increase, the distribution rate will
be adjusted.


Class 17 - Non-Refundable Members
           Unsecured, Unimpaired

The Creditors in Class 17 consist of those non-refundable
memberships under the Debtor's Membership Plan.  There are 71
Non-Refundable Members. The Non-Refundable Members will not
participate in a distribution from the Debtor's Estate, but shall
be offered the opportunity to participate as members of the
Reorganized Debtor, without paying further membership fees.


                         Equity Interests

The Debtor is a member-managed limited liability company who has
elected to be treated as a partnership for income tax purposes. The
Equity Interests in the Debtor are held:

     2.1%   by Adelphia Communications Corp,
     3.243% by David T. Bailey,
     3.243% by Douglas H. Dittrick,
     3.943% by Edward L. Myrick, Jr.,
    24.319% by Edward L. Myrick, Sr.,
     3.243% by Henry H. Greer,
     3.943% by James T. Myrick,
     2.1%   by Jeffery R. Immelt,
     5.333% by John D. Carifa,
     3.943% by Kenneth W. Sawyer,
     3.243% by Michael S. Martin,
     3.243% by Paul G. Edwards,
     3.243% by Paul G. Kimball,
     3.243% by Peter B. Bartlett Estate,
     3.635% by Peter R. Kellogg,
     3.243% by Robert C. McNair,
     3.243% by Roger G. Ackerman,
    18.255% by Steven J. Koenig, and
     3.243% by Woodrow S. Hancock

Briar's Creek filed on March 2 additional supplements to the Plan,
including:

     * Membership Plans
     * Founder Memberships
     * Present Refundable Memberships
     * Resigned Memberships
     * Patrons list
     * Restructuring Agreement
     * Non-Refundable Memberships
     * a copy of the Sale Motion and Asset Purchase Agreement
     * Bid Procedures Order
     * Trade Vendors
     * Executory Contracts
     * Post-Petition Operating Budget

                       About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11.3 million,
which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus assumption
of the post-closing liabilities under the Debtor's executory
contracts.

The Hon. John E. Waites presides over the bankruptcy case.

The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel
J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina.

The Debtor also filed an application to appoint Ouzts Ouzts &
Company as accountants, and Dixon Hughes to file tax returns and do
other related accounting functions.  The Debtor tapped Keen Summit
as its business broker to assist in the marketing and sale of
assets.


BRIAR'S CREEK: Sale Hearing on April 29; Objections Due April 20
----------------------------------------------------------------
The U.S. Bankruptcy Court in Charleston, South Carolina, will hold
a hearing on April 29 at 10:30 a.m. to consider the motion of
Briar's Creek Golf, LLC d/b/a The Golf Club at Briar's Creek, to
sell its assets.

Objections to the sale are due April 20.

Briar's Creek is seeking to sell its assets for a purchase price of
$11,300,000, which consists of $7,400,000 in cash and assumption of
the $3,900,000 secured debt owed to Edward L. Myrick, Sr., plus
assumption of the post-closing liabilities under the Debtor's
executory contracts.  The purchaser -- Briar's Creek Holdings, LLC
-- also committed to provide $2,000,000 to the new club formed by
the Purchaser for its operations and capital improvements and
promised to maintain the Debtor's "no tee times" policy.

Briar's Creek has filed an Addendum to its Sale Motion to clarify
that:

     1. The Purchased Assets under the Asset Purchase Agreement
include the declarant and developer rights in the Debtor's real
property.

     2. Purchaser has prepared its New Club Transition Plan and New
Club Membership Plan.  These documents have been provided to the
Debtor and disseminated to the Debtor's golf members. These new
club documents are too voluminous to include with this addendum but
can be reviewed upon written request to Debtor's counsel at
bmccarthy@mccarthy-lawfirm.com or reynolds@mccarthylawfirm.com.
Upon execution of a non-disclosure agreement, interested bidders
can also obtain these documents from Keen-Summit Capital Partners
LLC, the Debtor's real estate advisor marketing the Purchased
Assets for sale.

                       About Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11.3 million,
which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus assumption
of the post-closing liabilities under the Debtor's executory
contracts.

The Hon. John E. Waites presides over the bankruptcy case.

The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel
J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina.

The Debtor also filed an application to appoint Ouzts Ouzts &
Company, as the Debtor's accountants, and accounting firm of Dixon
Hughes to file tax returns and do other related accounting
functions.  The Debtor aso tapped Keen Summit as its business
broker to assist in the marketing and sale of assets.


BRIAR'S CREEK: US Trustee Unable to Form Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 4 said it wasn't able to form a
committee of unsecured creditors in Briar's Creek Golf LLC's
Chapter 11 case.

The Justice Department's bankruptcy watchdog said that the number
of persons willing to serve is "insufficient" to form an unsecured
creditors' committee.

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 Briar's Creek

Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D.
S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9,
2015.  The Debtor is represented by G. William McCarthy, Jr., Esq.,
Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at
McCarthy Law Firm, LLC, in Columbia, South Carolina.

The Debtor owns The Golf Club at Briar's Creek, in Johns Island,
South Carolina.  The Debtor disclosed that the property's value is
unknown and the property secures $6.74 million of debt.  Secured
creditors Edward L. Myrick Sr. and South Coast Community Bank are
owed $3.89 million and $2.85 million.

The Debtor is pursuing a sale of substantially all of its assets to
Briar's Creek Holdings, LLC, for a purchase price of $11.3 million,
which consists of $7.4 million in cash and assumption of the $3.9
million secured debt owed to Edward L. Myrick, Sr., plus assumption
of the post-closing liabilities under the Debtor's executor
contracts.


CAESARS ENTERTAINMENT: Nev. Casino Regulators Scold Co. for Ch. 11
------------------------------------------------------------------
The Associated Press reported that Nevada gambling regulators
called the bankruptcy of Caesars Entertainment Corp.'s debt-heavy
subsidiary an embarrassment and lamented the company's inability to
pay 63 former executives some $33 million in promised pension
payments.

According to the report, the Nevada Gaming Commission pressed
Caesars executives about the company's overall bankruptcy plan and
particularly, pension and retirement payments owed to current and
former employees.  Commissioner Randolph Townsend criticized some
of the company's decisions leading up to the subsidiary's
bankruptcy as, "completely perplexing," the AP report related.

                     About Caesars Entertainment

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

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

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

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

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

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

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


CAESARS ENTERTAINMENT: Noteholders Object to Employment Requests
----------------------------------------------------------------
BankruptcyData reported that Caesars Entertainment Operating
Company's ad hoc committee of first lien noteholders and UMB Bank,
solely in its capacity as successor indenture trustee for the first
lien notes, filed with the U.S. Bankruptcy Court a joint objection
to the applications for the employment and retention of:

   (a) Proskauer Rose as legal counsel to the statutory unsecured
claimholders committee;

   (b) FTI Consulting as financial advisor to the UCC;

   (c) Jefferies as investment banker to the UCC;

   (d) G.C. Andersen Partners as gaming industry advisor to the
UCC;

   (e) Jones Day as legal advisor to the official committee of
second priority noteholders;

   (f) Houlihan Lokey Capital as financial advisor and investment
banker to the second lien committee; and

   (g) Zolfo Cooper as restructuring and forensic advisor to the
second lien committee.

According to BData, the objection asserts, "Jefferies would be
entitled to a fixed monthly fee of $225,000 plus a deferred fee of
$6,500,000 upon a Transaction. Houlihan would be entitled to a
fixed-monthly fee of $250,000 plus a deferred fee of at least
$2,500,000 upon the effective date of a plan supported by the
Second Lien Committee. Houlihan's deferred fee can be increased to
$5,500,000 in certain circumstances discussed in more detail below.
And, if the consideration provided to second lien holders under any
plan exceeds $1.577 billion, Houlihan will be entitled to .25% of
any excess. The United States Trustee appointed two official
creditors' committees in these cases and those committees are
entitled to retain professionals. However, the approval of the
Retention Applications without any caps on fees or clear guidelines
on cooperation both (a) between the two Committees and (b) within
the two Committees, is likely to lead to exacerbated professionals
fees, which will unnecessarily drain the estates' resources to the
detriment of all constituencies."

                     About Caesars Entertainment

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

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

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

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

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

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

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


CAESARS ENTERTAINMENT: Richard Davis Appointed as Ch. 11 Examiner
-----------------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, appointed Richard
J. Davis, Esq., as examiner in the Chapter 11 cases of Caesars
Entertainment Operating Co., Inc., et al., following the order
issued by U.S. Bankruptcy Judge A. Benjamin Goldgar in Illinois
directing the appointment of an examiner in the bankruptcy cases.

Matt Jaremsky, writing for The Wall Street Journal, reported that
Mr. Davis is a former Weil, Gotshal & Manges LLP.  The Journal said
Mr. Davis now has a private practice, having left Weil in 2012
following a 32-year career at the firm, including some years as its
general counsel.

The examiner will investigate the transactions described as the
"Challenged Transactions" and the transactions described as the
"Insider Transactions."

                     About Caesars Entertainment

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

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

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

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

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

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

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


CAESARS ENTERTAINMENT: Warns Creditor Suit May Endanger Bankruptcy
------------------------------------------------------------------
Reuters reported that Caesars Entertainment Corp, whose operating
unit is in bankruptcy, warned that the litigation stemming from its
restructuring efforts could hamper its ability to continue
operating as a going concern.

According to Reuters, creditors have brought numerous lawsuits
alleging fraud over transfers of assets out of the operating unit,
Caesars Entertainment Operating Company.  Creditors have alleged
the moves prior to the bankruptcy were illegal efforts by the
parent company to put the assets beyond their reach, Reuters said.

The "material uncertainty" over the litigation proceedings "raises
substantial doubt about the company's ability to continue as a
going concern," the largest U.S. casino company said in a
regulatory filing, Reuters related.

Meanwhile, Law360 reported that a Delaware Chancery judge denied
Caesars Entertainment Corp.'s bid to toss a bondholder suit over
the alleged stripping of assets from the casino company's
now-bankrupt operating unit, finding no reason the case can't
proceed in the First State.

According to Law360, Vice Chancellor Sam Glasscock III declined to
dismiss or stay the derivative suit brought by indenture trustee
Wilmington Savings Fund Society FSB, rejecting arguments that a
forum selection clause prevented WSFS from suing in Delaware.

                     About Caesars Entertainment

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

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

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

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

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

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

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


CAISSON LABORATORIES: Tri-Park Lease Terminated Before Bankrutpcy
-----------------------------------------------------------------
Bankruptcy Judge Joel T. Marker concludes that a building lease
executed in 2006 between Caisson Laboratories and Tri-Park
Partnership had been irreversibly terminated before Caisson filed
for bankruptcy.  Thus, there is nothing for the Debtor to assume.

Accordingly, Judge Marker granted Tri-Park's Motion for Summary
Judgment to declare that the Building Lease is not assumable, as is
Tri-Park's Motion for Relief from Automatic Stay to allow Tri-Park
to take any appropriate action to remove the Debtor from the
premises in accordance with the proceedings in the First District
Court.

Tri-Park leases certain real property in North Logan, Utah, that is
owned by Utah State University. In turn, Tri-Park subleased that
property to the Debtor under the terms of a Building Lease executed
on or about March 31, 2006.

A copy of the judge's March 13, 2015 Memorandum Decision is
available at http://is.gd/FREAlpfrom Leagle.com.

M. Darin Hammond, Smith Knowles, P.C. Ogden, UT, Counsel for
Debtor.

James C. Jenkins, Olson & Hoggan, P.C., Logan, UT, Counsel for
Tri-Park Partnership.

Peter J. Kuhn, U.S. Trustee's Office, Ken Garff Bldg. Salt Lake
City, UT, Counsel for U.S. Trustee

Caisson Laboratories, Inc., filed for bankruptcy on October 24,
2014 (Bankr. Utah, Case No. 14-31344).  The petition was signed by
Ross Farmer, president.   M. Darin Hammond, Esq. of Smith Knowles,
P.C., serves as the Debtor's counsel.  The Debtor did not file a
list of its largest unsecured creditors when it filed the petition.


CALIFORNIA COMMUNITY: March 31 Hearing on Cash Collateral Use
-------------------------------------------------------------
The U.S. Bankruptcy Court, in a third interim order, authorize
California Community Collaborative Inc.'s continued use of rents
collected from the real property to pay administrative expenses and
operating expenses in the ordinary course of business until March
31, 2015. cash collateral and make adequate protection payments.

The Debtor is permitted to use the cash collateral of California
Bank& Trust, N.A., and San Bernardino County Treasurer and Tax
Collector, within a 10% variance.

As form of adequate protection to the interest in the real property
asserted by the Bank, beginning with payment due for March 2015,
and continuing until otherwise ordered by the Court, the debtors'
monthly payments to the Bank will be in the amount of $43,083.

A copy of the budget is available for free at:

http://bankrupt.com/misc/CALIFORNIACOMMUNITY_201_cashcollord.pdf

The Court will convene a hearing on March 31, at 10:30 a.m., to
consider further use of cash collateral.

                      About California Community

California Community Collaborative filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Cal. Case No. 14-26351) on June 17, 2014.
Merrell G. Schexnydre, the company's president, signed the
petition.  The Debtor estimated assets of at least $10 million and
liabilities of $1 million to $10 million.  The Debtor is
represented by Meegan, Hanschu & Kassenbrock.  Judge Christopher
M.
Klein presides over the case.  On Jan. 14, 2014, Kristina M.
Johnson was appointed the Chapter 11 trustee.


COLLAVINO CONSTRUCTION: CCCL Files Schedules of Assets & Debt
-------------------------------------------------------------
Collavino Construction Company Limited filed with the Bankruptcy
Court its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $88,418,514
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,274,097
                                 -----------      -----------
        TOTAL                    $88,418,514       $6,274,097

A copy of the schedules is available for free at:

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

                   About Collavino Construction

Family-owned The Collavino Group owns entities that operate in
various sectors of the construction industry in the New York-New
Jersey metropolitan area, Canada, and the Detroit metropolitan
area.  With over half a century's experience in the construction
industry, the Collavino Group performs contracts in both the
public and private sectors as a general contractor, design-build
consultant, construction manager and prime subcontractor for
cast-in-place and precast concrete works.

Pursuant to World Trade Center Contract No. WTC-1001.04-1,
Collavino Construction Company Limited ("CCCL") contracted with
The Port Authority of New York and New Jersey on the public
construction project known as the Reconstruction of One World
Trade Center - Freedom Tower.  Collavino Construction Company Inc.
("CCCI"), a subsidiary of CCCL, provides all the necessary labor
to CCCL in connection with the performance of work on the WTC
Project.

As a result of, among other things, delays to the progress of work
caused by conditions beyond the control of CCCL and CCCI, and the
Port Authority's unilateral election to terminate the contract
with CCCL for convenience, effective as of Jan. 18, 2013, CCCL
incurred
a multi-million dollar damage claim against the Port Authority on
the WTC Project.

CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12908) in Manhattan on Oct. 17, 2014, estimating $1 million to
$10 million in assets and debt.  CCCL sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015, estimating
$50 million to $100 million in assets and $1 million to
$10 million in liabilities.

Judge Shelley C. Chapman presides over the cases.  The Court has
entered an order approving joint administration of the two cases.

The Debtors have tapped Cullen and Dykman LLP as counsel, and
Peckar & Abramson, P.C., as special litigation counsel.

CCCI obtained an order extending by 90 days (a) the exclusive
period during which only the Debtor may file a plan through and
including May 15, 2015, and (b) the exclusive period to solicit
acceptances of a Chapter 11 plan for the Debtor through and
including July 14, 2015.



COMPRESSUS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Compressus, Inc.
        101 Constitution Avenue, NW
        Suite 800
        Washington, DC 20001

Case No.: 15-10670

Chapter 11 Petition Date: March 29, 2015

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

Debtor's Counsel: Michael G. Busenkell, Esq.
                  GELLERT SCALI BUSENKELL & BROWN, LLC
                  913 N. Market St., 10th Floor
                  Wilmington, DE 19801
                  Tel: 302.425.5812
                  Fax: 302.425.5814
                  Email: mbusenkell@gsbblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John B. MacFarlane, signatory authorized
by Board of Directors.

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


CONNIE STEVENS: Can Sell Wyoming Home
-------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that bankrupt actress Connie Stevens got court
approval for a process to sell her home in the gated Indian Springs
Ranch community in Jackson, Wyoming.

According to the report, a $5 million offer was designated as the
lead bid, entitling the would-be buyer to a breakup fee if outbid.

A reorganization plan filed by the actress in October contemplates
the sale of at least one of her three residences to satisfy some
$13.3 million in claims, the report related.  A hearing to approve
disclosure materials explaining the plan was postponed again, this
time until May 12, the report added.


CRAFT INTERNATIONAL: Judge Approves Deal for Founder's Widow
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that Taya
Kyle, the widow of American Sniper Chris Kyle, obtained approval
from the U.S. Bankruptcy Court in Dallas of a settlement with a
group of Texas investors, enabling Mr. Kyle's family to claim the
rights to a skull-shaped logo used by her husband's business and to
remain in their Midlothian home.

According to the report, under the deal, the SWAT team-training
business called Craft International LLC will hand over the rights
to its skull logo, which is imprinted on T-shirts, patches and
coffee mugs and surrounded by these words: "Despite what your momma
told you, violence does solve problems."

              About Craft International

Craft International LLC, dba The Craft, in Dallas, Texas, filed a
voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-32605)
on May 30, 2014.  Craft is a consulting and training company
founded by the late U.S. Marine Chris Kyle.

The Hon. Stacey G. Jernigan presides over the case.  Seymour
Roberts, Jr., at Neligan Foley LLP, serves as the Debtor's general
counsel.  Sumner, Schick & Pace, LLP, serves as the Debtor's
litigation counsel.

Craft estimated assets of $50,000 to $100,000 and liabilities of
$1 million to $10 million.

The petition was signed by Steven Young, Craft's chief executive
officer and manager.


CROSSFOOT ENERGY: Plan Filing Extended to June 15
-------------------------------------------------
CrossFoot Energy, LLC, et al., sought and obtained an order from
the U.S. Bankruptcy Court for the Northern District of Texas
extending (a) through and including June 15, 2015, their exclusive
period to file a Chapter 11 plan, and (b) through and including
Aug. 14, 2015, the period to solicit acceptances of that plan.  The
extension is without prejudice to further requests to reduce or
increase the exclusive periods for cause.

In defending the request for an extension, Jeff P. Prostok, Esq.,
at Forshey & Prostok, L.L.P., in Fort Worth, Texas, explained that
the Debtors are still looking for an investor or a buyer for their
assets.

The Debtors' secured lender is Prosperity Bank.  As of the Petition
Date, the balance of Prosperity's indebtedness was $12.1 million.
Prosperity asserts liens against virtually all of the Debtors'
assets to secure its indebtedness.  On Feb. 26, 2015, the Debtors
and Prosperity submitted an agreed order modifying the automatic
stay and providing for continued use of cash collateral, which was
entered by the Court.  The cash collateral order provides, inter
alia, that the automatic stay is modified to allow Prosperity to
post its collateral for a July 2015 foreclosure sale and that
unless the Debtors have either closed a sale of their assets or
closed refinancing transaction satisfactory to Prosperity by June
15, 2015, then the stay will lift to allow Prosperity to exercise
all of its rights in its collateral, including the foreclosure of
its liens thereon.

The Debtors have hired SSG Advisors, LLC and Chiron Financial
Group, Inc., as investment bankers to assist them in finding either
a financial advisor or a purchaser of their assets.  The Debtors,
SSG and Chiron are working diligently to find an investor or a
purchaser for the assets; however, additional time is necessary to
complete this process, Mr. Prostok says.  The Debtors, he adds,
have not yet filed a plan because they have not yet reached an
agreement with a prospective investor or asset purchaser on a
transaction that might be able to form the basis of a plan.

                      About CrossFoot Energy

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

CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth,
Texas
on Nov. 20, 2014.  The case is assigned to Judge Russell F. Nelms.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth,
Texas, serves as counsel to the Debtors.  As of the Petition Date,
secured creditor Prosperity Bank is owed $12.1 million.



DEAN FOODS: Revolver Refinancing No Impact on Moody's B1 CFR
------------------------------------------------------------
Moody's Investors Service commented that Dean Foods' revolver
refinancing on March 26 and bond issuance in February is a modest
credit positive but has no effect on the company's ratings,
including the B1 Corporate Family Rating and B1-PD Probability of
Default Rating. The Speculative Grade Liquidity Rating of SGL-2 is
also unchanged. The rating outlook remains stable. On March 26,
Dean announced that it entered into a new $450 million revolving
credit facility replacing the previous $750 million revolving
credit facility and amended and restated its existing $550 million
receivables securitization facility.

Dean Foods Company, headquartered in Dallas, Texas, is the largest
processor and distributor of milk and various other dairy products
in the United States. The company had sales of $9.5 billion for the
twelve months ended Dec. 31, 2014.


DEAN FOODS: S&P Affirms BB- Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Dallas-based Dean Foods Co.'s at 'BB-' with a stable
outlook.

At the same time, S&P assigned a 'BB+' issue-level rating and '1'
recovery rating to the $450 million revolving facility, indicating
S&P's expectation for very high (90% to 100%) recovery in the event
of a payment default.  The $450 million facility replaces the $750
million facility, for which S&P will withdraw ratings.

Also, S&P revised the recovery rating on the company's unsecured
notes to '3', indicating S&P's expectation for meaningful recovery
(lower half of the 50% to 70% range) in the event of a payment
default, from '5', and raised S&P's issue-level rating on the
unsecured notes to 'BB-' from 'B+'.

S&P is affirming the 'B' issue-level rating on Dean Holding Co.'s
senior unsecured debt.  The recovery rating remains '6', indicating
S&P's expectation for negligible (0%-10%) recovery in the event of
a payment default.

"The reduced revolver commitment resulted in increased value
available to unsecured claims and improved the recovery prospects
for them," said Standard & Poor's credit analyst Kim Logan.

Standard & Poor's ratings reflect Dean Foods' position as the
leading national fluid dairy company in the U.S. and its exposure
to volatile commodity input costs.  S&P also considers the expected
volatility of Dean Foods' operating performance and credit measures
as a participant in the fluid milk industry.  The ratings also
reflect S&P's expectation that the company will maintain a ratio of
debt to EBITDA below 4.0x and adjusted FFO to total debt of over
20% over the next 12 months.

The stable outlook reflects S&P's expectations that Dean Foods will
continue to generate significant cash flows from operations, while
funding its dividends and share repurchases.  S&P expects the
company will, on average, maintain leverage below 4x and a ratio of
FFO to total debt above 20%.



DELTA PRODUCE: Tex. Judge Won't Review Ruling on PACA Counsel Fees
------------------------------------------------------------------
Senior District Judge David Alah Ezra in San Antonio, Texas,
denied, without prejudice, the motion for reconsideration filed by
Kingdom Fresh Produce, Inc.; I Kunik, Co., Inc.; Rio Bravo Produce,
Inc.; GR Produce, Inc.; and Five Brothers Jalisco Produce, Inc.
d/b/a Bonanza 2011, related to the fees sought by Craig A. Stokes,
Esq., the PACA special counsel for debtor Delta Produce LP.

The matter arises out of the enforcement of a trust under the
Perishable Agricultural Commodities Act of 1930 ("PACA"), 7 U.S.C.
Sec. 499(a)-(t). This matter incorporates three PACA lawsuits that
were filed in the U.S. District Court for the Western District of
Texas against Delta Produce LP, a local produce company.

On January 3, 2012, Delta Produce filed for Chapter 11 bankruptcy.
That month, the PACA claimants in the three PACA lawsuits consented
to referral to the bankruptcy court for resolution of their PACA
claims. The bankruptcy court then appointed the Special Counsel to
adjudicate the PACA claims. Over the next two years, the Special
Counsel submitted three separate applications for fees, all of
which the bankruptcy court granted.  Kingdom Fresh appealed the
three orders to the District Court.

On September 27, 2013, the District Court affirmed in part and
vacated in part the bankruptcy court's order granting Special
Counsel's First Interim Fee Application, which, per the parties'
agreement, was also binding on the appeal of the Second Interim Fee
Application.  Special Counsel moved for reconsideration on October
11, 2013, which the District Court denied on September 9, 2014. On
September 22, 2014, the District Court vacated the bankruptcy
court's order granting Special Counsel's Third and Final Fee
Application.  The Special Counsel has appealed both rulings to the
Fifth Circuit and is currently awaiting a decision.

In sum, funds in the amount of $380,409.99 are in controversy,
$15,562.36 of which are deposited in the registry of the bankruptcy
court.

On February 26, 2015, the District Court held a hearing on Kingdom
Fresh's Motion to Withdraw the Reference from Bankruptcy Court, as
well as a Motion to Compel Special Counsel to Deposit the Disputed
Funds into the Court's Registry.  Upon inquiry from the Court,
counsel for Special Counsel advised the Court that the remainder of
the funds had been placed by Special Counsel into his 401(K)
account.

Although the Court denied the Motion to Withdraw Reference, the
Court ordered in a February 27 Order that Special Counsel maintain
the disputed funds in its 401(K) account until such time as the
Fifth Circuit renders a final judgment on the fee awards or this
Court or the Fifth Circuit directs otherwise.

On March 4, 2015, Kingdom Fresh filed the Motion for
Reconsideration.  Special Counsel filed its Response.

Kingdom Fresh contends that the District Court should reconsider
and amend its February 27 Order pursuant to Fed.R.Civ.P. Rule
60(b)(1) on three bases: (1) mistake of law, in that the order
improperly permits an ongoing violation of Rule 1.14 of the Texas
Disciplinary Rule of Professional Conduct; (2) surprise, in that
the order was changed from the ruling at the conclusion of the
hearing based upon an ex parte communication from Special Counsel's
counsel that deprived Kingdom Fresh notice and opportunity to be
heard in violation of due process; and (3) mistake of fact, in that
Special Counsel "disbursed" the funds to himself and his 401(K)
stands as security, rather than "placing" the funds in his 401(K)
account, and that Stokes Law Office no longer holds the funds as
directed.

While the District Court denied Kingdom Fresh's Motion for
Reconsideration, out of an abundance of caution, the Court directed
the Special Counsel to submit the following to the Court no later
than Friday, March 27, 2015, at the close of business: (1) an
affidavit from Special Counsel to be seen only by the Court in
camera, filed ex parte and under seal, outlining his finances and
his ability to repay the funds, if so ordered, and the sources of
those funds; and (2) an affidavit from Special Counsel to be
distributed to opposing counsel, filed under seal, summarizing the
ultimate dollar amount and/or percentage that Special Counsel is
able to repay from a) funds outside of his 401(K) account and/or b)
his 401(K) account.

The Court held a telephone conference on the motion on March 24,
2015.  Scott E. Hillison and James Wilkins, Esqs., represented
Kingdom Fresh; Maurleen W. Cobb and Mark C. H. Mandell, Esqs.,
represented the PACA Special Counsel.

The cases before the District Court are, KINGDOM FRESH PRODUCE,
INC. et al., Plaintiffs, v. DELTA PRODUCE, LP et al., Defendants,
CV Nos. 5:12-CV-1127, 5:14-CV-22 (W.D. Tex.). A copy of the
District Court's March 25, 2015 Order is available at
http://is.gd/d9xChLfrom Leagle.com.


DEMCO INC: US Trustee to Hold Creditors' Meeting June 22
--------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Demco Inc. is
set to hold a meeting of creditors on June 22, 2015, 2:00 p.m., at
Buffalo UST -- Olympic Towers.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C. serves
as its accountants, and Horizons Consulting, LLC, serves as its tax
consultants.  The petition was signed by Michael J. Morin,
controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee retained Amigone, Sanchez & Mattrey, LLP
as its counsel.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DENDREON CORP: Donahue Group Seeks Equity Committee Appointment
---------------------------------------------------------------
BankruptcyData reported that the Donahue Group of Dendreon Corp.'s
ad hoc equity shareholders filed with the U.S. Bankruptcy Court a
motion for the appointment of an official equity security holders'
committee and determination of prejudice for the previous
non-appointment of an equity committee.

According to BData, the motion explains, "The added expense of an
equity committee would not have adversely affected the debtor's
estate because if the sale is confirmed in this matter there is
apparently no debtor's estate remaining. The real cost would be to
the note holders since they are receiving 100% of the assets of
Dendreon....This is a case where the claims of the equity creditors
seeking a separate committee have been excluded from the Official
Committee, are of a different class and have no representation on
the statutory committee formed to represent creditors....Dendreon
claims that they engaged in a 'selling' process 'of sorts' in
parallel with other efforts. You can't try to sell the company and
also try to negotiate the elimination of the equity holder at the
same time (Equity holders who also are/were inside
shareholders)....This did not completely work as the 275 million
dollar reorganization value was recognized to be extremely low by
at least two bidders....Dendreon, who may not be a going concern if
the sale is permitted to stand, has spared no expense to rush
through a BR that should have never been filed."

BData, citing documents filed with the U.S. Securities and Exchange
Commission, also reported that two of the members of Dendreon's
board of directors have resigned following closing of the sale of
all of the Debtors' assets.

BData related that the SEC documents report, "In connection with
the closing of the Sale Transaction and in anticipation of the
winding down of the Debtors' affairs, on February 19, 2015, Dennis
M. Fenton, PhD and Bogdan Dziurzynski resigned from the board of
directors of the Company, effective as of the closing of the Sale
Transaction....On February 23, 2015, the Company completed the Sale
Transaction."

                        About Dendreon Corp

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

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

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

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

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

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

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


DEX MEDIA: KPMG LLP Expresses Going Concern Doubt
-------------------------------------------------
Dex Media, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2014.

KPMG LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has filed
for Chapter 11 Bankruptcy on March 18, 2013, has a highly
leveraged capital structure and has experienced decline in
operating results and cash flows.

The Company reported a net loss of $371 million on $1.82 billion
in revenue for the year ended Dec. 31, 2014, compared to a net
loss of $819 million on $1.44 billion of revenues in the same
period last year.

The Company's balance sheet at Dec. 31, 2014, showed $1.72 billion

in total assets, $2.84 billion in total liabilities, and
a stockholders' deficit of $1.12 billion.

A copy of the Form 10-K is available at:

                     http://is.gd/d8AdZA

                     About Dex Media Inc.

Dex Media, Inc., is a provider of social, local and mobile
marketing solutions for local businesses. The Company provides
marketing solutions that include Websites, print, mobile, search
engine and social media solutions. The Company?s brands include
Dex One and SuperMedia. Through both brands, it delivers a range
of social, mobile, and print solutions. The Company's consumer
services include the Dex Knows.com and Superpages.com online and
mobile search portals and applications and local print
directories.  On April 30, 2013, Dex One Corp. and SuperMedia
announced the completion of their merger, creating Dex Media, Inc.

Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter
11 bankruptcy protection in order to complete a merger.  The
filing was just about three years after each company exited court
protection.  The cases are In re Dex One Corp, 13-10533, U.S.
Bankruptcy Court, District of Delaware. and In re SuperMedia Inc,
13-10545, U.S. Bankruptcy Court, District of Delaware.



DORAL FINANCIAL: US Trustee Forms Creditors' Committee
------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) BankUnited, N.A.
         7815 N.W. 148th St.
         Miami Lakes, FL 33016
         Attention: Frank Martorana
         (305) 818-8587
         Email: fmartorana@BankUnited.com

     (2) Citibank, N.A.
         Office of the General Counsel
         388 Greenwich St., 17th Floor
         New York, NY 10013
         Attention: James S. Goddard
         (212) 816-0062
         Email: james.goddard@citi.com

     (3) Eton Park Master Fund, Ltd.
         399 Park Avenue, 10th Floor
         New York, NY 10022
         Attention: Mark Erickson
         (212) 756-5451
         Email: mark.erickson@etonpark.com

     (4) SL Puerto Rico Fund L.P.
         555 Fifth Ave., 18th Floor
         New York, NY 10017
         Attention: Justin G. Brass
         (212) 843-1200
         Email: jbrass@stonelioncapital.com

     (5) U.S. Bank National Association
         Global Corporate Trust Services
         One Federal Street, 3rd Floor
         Boston, MA 02110
         Attention: Laura L. Moran
         (617) 603-6429
         Email: Laura.Moran@usbank.com

                        About Doral Financial

Doral Financial Corporation is a holding company whose primary
operating asset was equity in Doral Bank.  DFC maintains offices in
New York City, Coral Gables, Florida and San Juan, Puerto Rico.  

DFC has three wholly-owned subsidiaries: (i) Doral Properties,
Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and
(iii) Doral Recovery, Inc.

On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver.  Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.

DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015.  The case is assigned to
Judge Shelley C. Chapman.

DFC estimated $50 million to $100 million in assets and $100
million to $500 million in debt as of the bankruptcy filing.

The Debtor tapped Ropes & Gray LLP as counsel.

The Debtor's Chapter 11 plan and Disclosure Statement are due July
9, 2015.  The initial case conference is set for April 10, 2015.


EAST JEFFERSON HOSP: S&P Lowers Rating on $162.5MM Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on Jefferson Parish Hospital Service District No.
2, La.'s $162.5 million series 2011 hospital revenue and refunding
bonds, issued for the district doing business as East Jefferson
General Hospital (EJGH). The outlook is stable.

"The rating action is based on our view of EJGH's continued
moderately high operating losses through unaudited fiscal 2014
coupled with declines in unrestricted reserves and ongoing light
maximum annual debt service coverage," said Standard & Poor's
credit analyst Suzie Desai.

The stable outlook reflects S&P's view of EJGH's market presence,
recruitment of some key specialty physicians, and unrestricted
reserves that have softened but still provide some flexibility.



EGALET CORP: Grant Thornton Expresses Going Concern Doubt
---------------------------------------------------------
Egalet Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2014.

Grant Thornton LLP expressed substantial doubt about the Company's

ability to continue as a going concern, citing that the Company
continues to incur losses from operations and has negative cash
flow from operations.

The Company reported a net loss of $5.4 million on $1.2 million
in revenue for the year ended Dec. 31, 2014, compared to a net
loss of $20.21 million on $nil of revenues in the same period last

year.

The Company's balance sheet at Dec. 31, 2014, showed $20.4
million in total assets, $30.2 million in total liabilities, and
stockholders' deficit of $24.8 million.

A copy of the Form 10-K is available at:

                       http://is.gd/5SbRBB

Based in Wayne, Pa., Egalet Corporation is a pharmaceutical
company.  The Company develops and plans to commercialize
proprietary, abuse-deterrent oral products for the treatment of
pain and in other indications.  The Company has developed a
pipeline of clinical-stage, opioid-based product candidates in
tablet form that are designed to deter abuse by physical and
chemical manipulation while also providing the ability to tailor
the release of the active pharmaceutical ingredient (API).


ENDICOTT INTERCONNECT: EI Transportation Seeks Case Dismissal
-------------------------------------------------------------
EI Transportation Company, LLC, a debtor-affiliate of Endicott
Interconnect Technologies, Inc., is asking the Bankruptcy Court to
dismiss its Chapter 11 case.

According to Transportation, as of the Petition Date, it was not
operating and did not have any employees.

Since the sale closing, Transportation's counsel investigated the
security deposits and prepayments disclosed in Schedule B and
determined that all of them were applied by the creditors holding
the funds.  In addition, Transportation used its cash to pay the
quarterly fees due the Office of the U.S. Trustee, so that after
paying the outstanding fees due for the fourth quarter of 2014 and
first quarter of 2015, cash totaling $95.70 will remain in
Transportation's estate.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

On Feb. 13, 2015, signed an order confirming the Debtor's Chapter
11 liquidating plan.  The accompanying disclosure materials had
unsecured creditors getting an estimated recovery of 1% to 2% on
about $35 million in claims.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8
million in claims to bring against insiders.  In August 2013, the
judge authorized the committee to conduct an investigation of the
insiders.



ENDICOTT INTERCONNECT: Liquidating Plan Declared Effective
----------------------------------------------------------
Endicott Interconnect Technologies, Inc. et al., notified the
Bankruptcy Court that the Effective Date of their Second Amended
Plan of Liquidation dated Jan. 22, 2015 occurred on Feb. 27, 2015.
The bankruptcy judge in Utica, New York, on Feb. 13, 2015, signed
an order confirming the Debtors' liquidating plan.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8
million in claims to bring against insiders.  In August 2013, the
judge authorized the committee to conduct an investigation of the
insiders.


EXIDE TECHNOLOGIES: Court Signs Ch. 11 Plan Confirmation Order
--------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey in Delaware on March 27, 2015,
issued a findings of fact, conclusions of law and order confirming
Exide Technologies' Fourth Amended Plan of Reorganization after
determining that the plan satisfies the confirmation requirement of
Section 1129 of the Bankruptcy Code.

The Troubled Company Reporter previously reported that Exide's
Plan, which revolves around (i) a plan support agreement between
the company and the holders of a majority of the outstanding
principal amount of senior notes and (ii) a settlement between the
company, the unofficial noteholders' committee, and the Official
Committee of Unsecured Creditors, received overwhelming support
from creditors entitled to vote on the Plan.

All objections and all reservations of rights that have not been
withdraw, waived, or settled, pertaining to the Confirmation of the
Plan are overruled on the merits.  Prior to the confirmation
hearing, the Debtor filed a Fourth Amended Plan to, among other
things, reflect comments from parties-in-interest and provide
additional information.  A full-text copy and blacklined version of
the Fourth Amended Plan are available at
http://bankrupt.com/misc/EXIDE4thplan0325.pdf

The Debtor also filed supplemental plan exhibits to amend the
following exhibits:

   * Exhibit 6.12 Certificate of Incorporation and Bylaws
   * Exhibit 6.17 Retained Causes Of Action
   * Exhibit 7.1 GUC Trust Agreement
   * Exhibit 8.1 Vernon Tort Claims Trust Agreement
   * Exhibit 9.1 Assumed Executory Contracts and Unexpired Leases

Full-text copies of which are available at
http://bankrupt.com/misc/EXIDEplaex0326.pdf

A full-text copy of Judge Carey's Confirmation Order is available
at http://bankrupt.com/misc/EXIDEplanord0327.pdf

                     About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and   distributes lead acid  
batteries and other related electrical energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.

                            *     *     *

In November 2014, the Bankruptcy Court terminated Exide's
exclusive
period to propose a Chapter 11 plan.  The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.

Exide already has a plan of reorganization in place.  Reorganized
Exide's debt at emergence will comprise: (i) an estimated $225
million Exit ABL Revolver Facility; (ii) $264 million of New First
Lien High Yield Notes; (iii) $284 million of New Second Lien
Convertible Notes.  The Debtor's non-debtor European subsidiaries
are also expected to have approximately $23 million; (b) The New
Second Lien Convertible Notes will be convertible into 80% of the
New Exide Common Stock on a fully diluted basis; and (c) New Exide
Common Stock would be allocated as follows: 15.0% to Holders of
Senior Secured Note Claims after conversion of the New Second Lien
Convertible Notes into New Exide Common Stock; 3.0% on account of
the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of
the DIP/Second Lien Backstop Commitment Fee.  

In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee.  The shareholders objected to the Plan.


EXIDE TECHNOLOGIES: Lenders Agree to Extend DIP Maturity Date
-------------------------------------------------------------
Phillip A. Damaska, Executive Vice President and Chief Financial
Officer of Exide Technologies, said in a regulatory filing Friday
that the Company entered into an amendment dated as of March 26,
2015, to the Amended and Restated Superpriority
Debtor-in-Possession Credit Agreement, dated as of July 12, 2013,
by and among the Company, as US Borrower, Exide Global Holding
Netherlands C.V., as Foreign Borrower, the lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as Agent.  The
Amendment was approved by all lenders under the Amended DIP Credit
Agreement.

The Amendment extends the maturity date under the DIP facilities to
April 30, 2015. The Amendment also extends the milestone for entry
by the Bankruptcy Court of an order confirming of the Company's
plan of reorganization from March 31, 2015 until April 10, 2015.
The Amendment also became effective, among other things, to (a)
prohibit any optional prepayment of the term advances outstanding
under the Amended DIP Credit Agreement prior to full repayment of
the revolver obligations and termination of revolver commitments,
(b) provide that any reversal of or amendment to the Confirmation
Order (after entry thereof) would constitute an Event of Default,
unless otherwise agreed to by the Agent or lenders holding a
majority of the revolver commitments and (c) provide that any
termination of the backstop commitment agreement described in the
Proposed Plan or the plan support agreement described in the
Amended DIP Credit Agreement would constitute an Event of Default.

A copy of Amendment No. 12, dated as of March 26, 2015, to the
Amended and Restated Superpriority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among Exide
Technologies, a Debtor and a Debtor-in-Possession under Chapter 11
of the Bankruptcy Code, as US Borrower, Exide Global Holding
Netherlands C.V., as Foreign Borrower, the lenders from time to
time party thereto and JP Morgan Chase Bank, N.A., as Agent, is
available at http://is.gd/NYs7hl

On March 25, 2015, Exide presented to certain lenders under its DIP
Facility information regarding a proposed twelfth amendment to the
DIP Credit Facility. The presentation is available at
http://is.gd/iqWccK

                    About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and   distributes lead acid
batteries and other related electrical energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.  Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at
Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.

                            *     *     *

In November 2014, the Bankruptcy Court terminated Exide's exclusive
period to propose a Chapter 11 plan.  The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.

Exide already has a plan of reorganization in place.  Reorganized
Exide's debt at emergence will comprise: (i) an estimated $225
million Exit ABL Revolver Facility; (ii) $264 million of New First
Lien High Yield Notes; (iii) $284 million of New Second Lien
Convertible Notes.  The Debtor's non-debtor European subsidiaries
are also expected to have approximately $23 million; (b) The New
Second Lien Convertible Notes will be convertible into 80% of the
New Exide Common Stock on a fully diluted basis; and (c) New Exide
Common Stock would be allocated as follows: 15.0% to Holders of
Senior Secured Note Claims after conversion of the New Second Lien
Convertible Notes into New Exide Common Stock; 3.0% on account of
the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of
the DIP/Second Lien Backstop Commitment Fee.  

In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee.  The shareholders objected to the Plan.


EXIDE TECHNOLOGIES: To Spend $4MM to Curb Air Pollution at Plant
----------------------------------------------------------------
Law360 reported that Exide Technologies Inc. will spend $3.9
million to install state-of-the-art pollution control equipment at
the company's lead smelter in Muncie, Indiana, as part of a Clean
Air Act settlement, the U.S. Environmental Protection Agency said.

According to the settlement, the battery manufacturer will ensure
accurate monitoring, reporting and correction of the building's
interior pressure -- which must maintain an inward air flow -- and
the furnace exhaust temperature, Law360 reported.  It must also
submit a permit application and potential air pollution
calculations that were not previously provided to the state for
part of the Muncie facility, the report added.

                     About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and   distributes lead acid  
batteries and other related electrical energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.

                            *     *     *

In November 2014, the Bankruptcy Court terminated Exide's
exclusive
period to propose a Chapter 11 plan.  The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.

Exide already has a plan of reorganization in place.  Reorganized
Exide's debt at emergence will comprise: (i) an estimated $225
million Exit ABL Revolver Facility; (ii) $264 million of New First
Lien High Yield Notes; (iii) $284 million of New Second Lien
Convertible Notes.  The Debtor's non-debtor European subsidiaries
are also expected to have approximately $23 million; (b) The New
Second Lien Convertible Notes will be convertible into 80% of the
New Exide Common Stock on a fully diluted basis; and (c) New Exide
Common Stock would be allocated as follows: 15.0% to Holders of
Senior Secured Note Claims after conversion of the New Second Lien
Convertible Notes into New Exide Common Stock; 3.0% on account of
the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of
the DIP/Second Lien Backstop Commitment Fee.  

In December 2014, Judge Kevin Carey denied the request of Exide
shareholders for appointment of an official equity holders'
committee.  The shareholders objected to the Plan.

Judge Carey, on March 27, 2015, signed an order confirming Exide's
Fourth Amended Plan of Reorganization.


FAMILY CHRISTIAN: Publishers Sue for Books, DVDs
------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
dozens of publishers are suing retailer Family Christian, claiming
the bankrupt company doesn't have the right to sell about $20
million worth of their consigned books, music, DVDs and church
supplies at an auction slated for later this year.

According to the report, in a lawsuit, lawyers for 27 companies
including United Methodist Publishing House Inc. and Discovery
House Publishers demanded that the company either return consigned
goods held at the chain's 266 stores or pay them outright.

                     About Family Christian

Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.

Family Christian, LLC, Family Christian Holding, LLC, and
FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr.
W.D.
Mich. Lead Case No. 15-00643) on Feb. 11, 2015.  The petition was
signed by Chuck Bengochea as president and CEO.  The Debtors
estimated assets and liabilities of $50 million to $100 million.

The Debtors are being represented by Todd Almassian, Esq., at
Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin,
Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.

The U.S. Trustee for Region 9 appointed seven creditors of Family
Christian LLC to serve on the official committee of unsecured
creditors.


FCC HOLDINGS: Gets Court Approval for Great Hill Settlement
-----------------------------------------------------------
FCC Holdings Inc. received court approval for its proposed
settlement with Great Hill Equity Partners Limited Partnership tied
to the sale of equity interests in High-Tech Institute Holdings
Inc.

FCC Holdings' affiliate Education Training Corp. in 2012 bought the
equity interests from Great Hill, which acted as the sellers'
representative.

About $3 million of the sale proceeds was deposited into an escrow
account administered by JPMorgan Chase Bank to satisfy the sellers'
indemnification obligations to ETC.

The settlement approved by U.S. Bankruptcy Judge Christopher
Sontchi allows JPMorgan to disburse the funds held in escrow, of
which $500,000 will be disbursed to the buyer.  Great Hill will get
the remaining funds, according to the agreement.

The agreement also requires FCC Holdings and Great Hill to release
each other from all claims tied to the 2012 sale.  

                       About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned by
Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools –-
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49 million, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit of
$1.39 million.  The Debtors also have unsecured debt of $15
million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.  Womble Carlyle Sandridge & Rice,
LLP, and Ottenbourgh P.C., serve as its co-counsel.


FEDERAL RESOURCES: Aspen Land Balks at Consolidation of Cases
-------------------------------------------------------------
Creditor Aspen Land Conservation, LLC, objected on March 12, 2015,
to Camp Bird Colorado, Inc. and Federal Resources Corporation's
motion for substantive consolidation of their bankruptcy estates.

Aspen Land, the holder of a Jan. 1, 2007, Promissory Note, secured
by a deed of trust that is recorded in February 2010 against Camp
Bird's patented mining claims in Ouray County, Colorado, stated
that substantive consolidation of the Debtors' bankruptcy estates
would cause injustice by prejudicing the unsecured creditors of
Camp Bird.

Aspen Land also stated that, among other things:

   1. the Debtors have failed to meet their burden in proving that
substantive consolidation is necessary under the circumstances of
the case;

   2. the Debtors have oversimplified the substantive consolidation
analysis and have not provided enough facts to justify substantive
consolidation of the two estates;

   3. the directors or executives of the subsidiary do not act
independently in the interest of the subsidiary but take direction
from the parent corporation; and

   4. the formal legal requirements of the subsidiary as a separate
and independent corporation are not observed.

The Debtors, in their motion, stated that the relief is appropriate
because, among other things, similar issues and common creditors
exists in both cases and substantive consolidation will ensure the
equitable treatment of all creditors at the lowest cost.

Aspen Land is represented by:

         Douglas J. Payne, Esq.
         John M. Macfarlane, Esq.
         FABIAN & CLENDENIN
         215 South State Street, Suite 1200
         Salt Lake City, UT 84111
         Tel: (801) 531-8900
         Fax: (801) 531-1716
         E-mail: dpayne@fabianlaw.com
                 jmacfarlane@fabianlaw.com

               - and -

         Christopher D. Bryan, Esq.
         GARFIELD & HECHT, P.C.
         601 East Hyman Avenue
         Aspen, CO 81611
         Tel: (970) 925-1936
         E-mail: cbryan@garfieldhecht.com

                     About Federal Resources

Federal Resources Corporation and Camp Bird Colorado, Inc., filed
voluntary petitions for protection under Chapter 11 of the
Bankruptcy Code on Dec. 29, 2014, with the U.S. Bankruptcy Court
for the District of Utah (Salt Lake City).  The Debtors are
represented by David E. Leta, Esq., and Andrew V. Hardenbrook,
Esq., at Snell & Wilmer L.L.P.


FENDER MUSICAL: S&P Affirms 'B' CCR & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Arizona-based Fender Musical Instruments Corp.
S&P also revised its outlook to positive from stable.

S&P also raised the rating on the senior secured term loan due 2019
to 'BB-' from 'B+', and revised the recovery rating to '1',
indicating the prospect of very high recovery (90% to 100%) in the
event of a payment default, from '2'.

"Our outlook revision is based on our expectation of stronger
credit ratios for fiscal 2014, in part because of the company's
debt prepayment from free cash flow, but also from the net proceeds
of the sale of the Guild, Ovation and Takamine guitar brands, and
the sale of the assets of KMC percussion and the KMC Music
wholesale distribution business," said Standard & Poor's credit
analyst Stephanie Harter.  "The lower debt level also results in
greater recovery prospects for the term loan."

The positive outlook reflects the strong possibility of an upgrade
if the company demonstrates further improvement in EBITDA margin
resulting in sustained credit ratios, specifically FFO to debt
closer to 15%, while debt to EBITDA remains below 4.5x.



FLINTKOTE COMPANY: Deadline to Remove Suits Extended to Aug. 31
---------------------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath has given Flintkote Company
until Aug. 31,2015, to file notices of removal of lawsuits
involving the company and its affiliate Flintkote Mines Limited.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.

Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D. Del.
Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del.,
represent the Debtors in their restructuring efforts.

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

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

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

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


FOODS INC: AWG Affiliates Designated as Purchasers
--------------------------------------------------
Associated Wholesale Grocers, Inc. has designated two of its
affiliates as purchasers in connection with the sale of Foods
Inc.'s assets.

In a filing with the U.S. Bankruptcy Court for the Southern
District of Iowa, AWG said it has designated DGS-Acquisitions LLC
as the purchaser of Foods Inc.'s assets except the real property
located at 1320 E. Euclid Avenue, in Des Moines, Iowa.

Meanwhile, DGS-RE, LLC has been designated as the purchaser of the
Euclid property, according to the filing.

AWG emerged as the winning bidder for Foods Inc.'s assets at a
bankruptcy auction held in January this year.  

                        About Foods Inc.

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

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

The U.S. Trustee for Region 12 appointed four creditors of Foods,
Inc. to serve on the official committee of unsecured creditors.

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

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


GANNON INTERNATIONAL: Dist. Court Won't Revive Chapter 11 Case
--------------------------------------------------------------
District Judge Ronnie L. White of the Eastern District of Missouri
affirmed the bankruptcy court order dismissing the Chapter 11 case
of Gannon International, Ltd.

Gannon International, Ltd. is a Missouri corporation, with William
Franke as the founder and principal investor.  The Debtor operates
primarily as a holding company of a number of subsidiary and
affiliate companies, including The Gannon Management Co. of
Missouri, the Gannon Management Co. of Florida, the Gannon Services
Company, The Gannon Equities Company, and the Gannon Pacific
Company.  The Debtor owned and managed numerous apartment complexes
in Missouri and Florida, most of which had been sold prior to 2008.
Gannon Pacific's business operations, by and through its
subsidiaries, are or were based in Southeast Asia, specifically
Hong Kong and Vietnam. These interests include a milk processing
facility in Vietnam, which the Debtor sold for a profit in 2011; a
leasehold on a small office in Vietnam; and a business license and
partial interest in Long Ahn Brewery located in Vietnam.

Gannon International, Ltd.'s bankruptcy case commenced on July 9,
2013 upon the filing of an involuntary Chapter 7 petition in the
United States Bankruptcy Court for the Eastern District of
Missouri.  Three independent creditors, Connell Brothers Co., Ltd.;
R.S. Bacon Veneer, Inc.; and Robert P. Greene filed the petition
based on each party's independent judgment against the Debtor.

The Debtor initially opposed involuntary bankruptcy proceedings and
sought dismissal of the involuntary petition, which the court
denied after a hearing.  The Debtor then filed a motion to
reconsider the court's denial of the motion to dismiss, and the
court also denied that motion on October 22, 2013.

The Debtor later consented to the entry of an order for relief on
the condition that the court convert the case to a Chapter 11
proceeding, which the court then converted on October 31, 2013.

On January 30, 2014, Greene filed a Motion to Convert the Case to
Chapter 7 and also requested an expedited hearing.  The court
granted the motion to expedite the hearing and set the hearing for
February 18, 2014.  The Debtor objected to the motion and asked
that the court appoint an Examiner to investigate the Debtor and
its assets.  On February 25, 2014, the court granted the request
for an order appointing an Examiner and accepted the offer to pay
the Examiner's fees by Debtor's principal, William Franke.  The
court also continued the hearing on the Motion to Convert until
March 26, 2014.

On March 3, 2014, the court appointed Steven E. Holtshouser as the
Examiner in the case.

On April 9, 2014, the Examiner notified the court that Mr. Franke
failed to comply with the payment schedule, although the Examiner
indicated he had made significant progress in the investigation.
The following day, Creditor U.S. Bank filed a Motion to Dismiss and
Motion to Expedite Hearing, indicating that dismissal was preferred
to a conversion to Chapter 7 because it was in the best interests
of creditors. On April 14, 2014, the court held a hearing on
Greene's Motion to Convert from Chapter 11 to Chapter 7, the
Examiner's notices regarding wire transfers, and Creditor U.S.
Bank's Motions to Expedite Hearing and to Dismiss.  After hearing
oral arguments, the court orally granted the motion to dismiss and
denied the motion to convert.

The Bankruptcy Court entered a written order on April 18, 2014
dismissing Gannon's Chapter 11 bankruptcy case and denying the
motion to convert.  Greene filed a Notice of Appeal to the United
States District Court for the Eastern District of Missouri on May
1, 2014.

A copy of the District Court's March 26 Memorandum and Order is
available at http://is.gd/mgoD5nfrom Leagle.com.


GBG RANCH: Benavides Balks at Broker's Fee Application
------------------------------------------------------
Guilermo Benavides, Z, party-in-interest in the Chapter 11 case of
GBG Ranch, LTD, opposes LHP Holdings, LLC's application for
compensation for a fee in excess of $100,000 for work performed in
GBG Ranch's Chapter 11 case.

Mr. Benavides related that LHP, as real estate broker for the
Debtor, had a little substantive involvement in a transaction with
which LHP asked compensation for.

LHP, in its first application for compensation, stated that it is
entitled under the Sept. 23, 2014 order authorizing employment and
the order of sale to be paid a commission of $101,988 ($4,079,542 x
2.5% = $101,989) on the closing of the sale of Hill Ranch Tracts
1,2,8 and 9.  The sale closed on Jan. 15, 2015.

Mr. Benavides is represented by:

        Kenneth A. Valls, Esq.
        Stephen L. Dittlinger, Esq.
        TREVINO, VALLES & HAYNES, LLP
        6909 Springfield Ave., Suite 200
        P.O. Box 450989 (78045)
        Laredo, TX 78041
        Tel: (956) 722-1417
        Fax: (956) 791-0220

           - and -

        Jason Davis, Esq.
        Santos Vargas, Esq.
        DAVIS & SANTOS ATTORNEYS & COUNSELOR, P.C.
        The Weston Centre
        112 E. Pecan Street, Suite 900
        San Antonio, TX 78205
        Tel: (210) 853-5882
        Fax: (210) 200-8395

                           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.  

The Debtor tapped the Law Office of Carl M. Barto as bankruptcy
counsel.  Leslie M. Luttrell and the Luttrell + Villareal Law Group
serve as special counsel.

In schedules filed Dec. 9, 2014, the Debtor disclosed $54.1 million
in assets and $4.40 million in liabilities as of the Chapter 11
filing.



GBG RANCH: Schoenbaum Curphy Approved as Special Trust Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court authorized GBG Ranch, Ltd., to employ
Schoenbaum, Curphy, & Scanlan, P.C., as a special trust counsel,
nunc pro tunc to Dec. 3, 2014.

SCS is expected to assist the Debtor in the bankruptcy proceeding
in the formulation, preparation and implementation of the GBG Ranch
Trust as contemplated in the Debtor's Plan of Liquidation.

SCS will, among other things:

   a. consult with the Debtor regarding the formulation and
implementation of the GBG Ranch Trust;

   b. consult with Quita Wind Energy Company, LLC regarding the
formulation and implementation of the GBG Ranch Trust; and

   c. direct the drafting of the GBG Ranch Trust.

SCS has agreed to perform legal services at the negotiated hourly
rate hourly rate of $325 to $350.  This rate will be uniform for
all shareholders of SCS.  The principal attorneys and
paraprofessionals presently designated to represent the Debtor, and
their current hourly rates, are:

         R. James Curphy, shareholder:             $350
         Emily Harrison Liljenwall, shareholder    $325
         Banks M. Smith, shareholder:              $350

The Debtor related that the lawyers of SCS are not technically
"disinterested" as that term is defined in the Bankruptcy Code.
Mr. Curphy and SCS currently represent Guillermo Benavides Z.
(Memo) and Manuel A. Benavides (Guero) in their individual estate
planning endeavors.  Lawyers of SCS will not be called upon to take
any adversarial position in the proceeding regarding Memo, Guero,
the children's trusts or Quita Wind Energy Company, LLC.

                           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.  

The Debtor tapped the Law Office of Carl M. Barto as bankruptcy
counsel.  Leslie M. Luttrell and the Luttrell + Villareal Law Group
serve as special counsel.

In schedules filed Dec. 9, 2014, the Debtor disclosed $54.1 million
in assets and $4.40 million in liabilities as of the Chapter 11
filing.


GENERAL MOTORS: Shield in Doubt as Judge Mulls Ending Bar on Suits
------------------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reported that U.S.
Bankruptcy Judge Robert Gerber in Manhattan has expressed doubts
about his decision six years ago when he old General Motors Co. it
didn't have to worry about lawsuits over cars made before its $49.5
billion government bailout.

According to the report, Judge Gerber said the bar might allow GM
to get away with alleged misconduct tied to an ignition switch
defect in some cars.  GM may have acted "very badly" in delaying
recalls of cars it knew might be dangerous, Judge Gerber said at a
hearing.

As previously reported by The Troubled Company Reporter, the number
of eligible deaths linked to the General Motors' faulty ignition
switch stood at 74 people on March 23.  The number of eligible
deaths linked to the General Motors faulty ignition switch stood at
67 on March 16.

Bill Vlasic, writing for The New York Times, reported that while
General Motors has settled one potentially explosive lawsuit
related to defective ignition switches, the company still faces the
possibility of depositions of its employees in a broader
class-action case as a number of current and former GM employees
are scheduled to be questioned under oath, beginning in May, in a
sweeping case in federal court in New York.

According to the New York Times, GM avoided depositions in the
wrongful-death case settled with the parents of Brooke Melton, 29,
a Georgia woman who was killed in a crash in a Chevrolet Cobalt
equipped with a faulty ignition switch, but the lawyers who
represented Ms. Melton's parents said that legal efforts to collect
internal GM documents and depose employees would continue
nonetheless.

Jef Feeley, writing for Bloomberg News, reported that Peter
Safirstein, a lawyer for pension funds suing GM, said more than a
dozen current and former GM directors failed to adequately oversee
the company's operations for about three years starting in 2010 and
had no system to ensure the Detroit-based company produced safe
vehicles or reported problems to government regulators.  GM
investors urged a judge to let their lawsuit proceed against the
automaker's board that they say was asleep at the switch while the
company produced cars with faulty ignition systems that led to
fatal accidents, the Bloomberg report 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.


GGW BRANDS: Ch. 11 Liquidating Plan Approved
--------------------------------------------
U.S. Bankruptcy Judge Sandra Klein in California has approved the
Chapter 11 plan of liquidation proposed by trustee R. Todd Neilson
for GGW Brands, creator of the "Girls Gone Wild" franchise,
according to various news sources.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that holders of priority tax and non-tax claims,
plus bankruptcy costs other than professional fees, will be fully
paid.  To cover about $34.2 million of claims, general unsecured
creditors will initially share about $435,000, the Bloomberg report
related.

Katy Stech, writing for The Wall Street Journal, reported that the
liquidating plan proposes to pay Girls Gone Wild's older debts
using, in part, roughly $1.8 million from the sale of the adult
entertainment brand last year.  According to the Journal, the plan
proposes to give some of the sale proceeds to several ex-employees,
Las Vegas entertainment kingpin Steve Wynn, and a woman who sued
the company after her bare breasts were illegally filmed at a bar
in downtown St. Louis for the "Sorority Orgy II" DVD in 2004.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

GGW Marketing, LLC, another affiliate, filed a voluntary Chapter
11 petition on May 22, 2013, before the Bankruptcy Court for the
Central District of California (Los Angeles). The case is assigned
Case No. 13-23452.  Martin R. Barash, Esq., and Matthew Heyn,
Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles,
California, represent GGW Marketing.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.  He is
represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and
Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP.

In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild"
video franchise and its assets for $1.83 million.  An auction set
earlier that month was canceled because there were no bids to
compete with the so-called stalking horse, who isn't affiliated
with founder Joe Francis.


HIPCRICKET INC: Seeks Nod for Rust Omni as Admin. Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing today, March 31,
2015, at 11:00 a.m. to consider Hipcricket, Inc.'s application to
employ Rust Consulting/Omni Bankruptcy to provide administrative
services.

Rust Omni will provide these administrative services, among other
things:

   1. tabulate votes and perform subscription services as may be
requested or required in connection with any and all chapter 11
plans that may be filed by the Debtor and provide ballot reports
and related balloting and tabulation services to the debtor and its
professionals;

   2. generate an official ballot certifications and testify, if
necessary, in support of the ballot tabulation results; and

   3. perform such other administrative services as may be
requested by the Debtor that are not otherwise allowed under the
156(c) order.

As reported in the Troubled Company Reporter on Jan. 28, 2015,
Judge Laurie Selber Silverstein authorized the Debtor to employ
Rust Consulting Omni Bankruptcy, a division of Rust Consulting,
Inc., as claims and noticing agent.

The services to be rendered by Rust Omni will be billed at
discounted hourly rates and will range from $20 to $125 per hour.

Specifically, Rust Omni will charge the Debtor at these hourly
rates:

                                          Rate
                                          ----
     Clerical Support                      $20
     Project Specialists                   $45
     Project Supervisors                   $65
     Consultants                           $80
     Technology/Programming                $90
     Senior Consultants                   $125

The firm will charge $0.10 per image for facsimile noticing but
will waive the fees for e-mail noticing.  The creation of the
informational Web site is free of charge but data entry will cost
$45 per hour and customization will cost $90 per hour.  The firm's
call centers will charge $45 per hour.  The firm will bill $20 to
$125 per hour for the preparation and updating of the schedules and
SOFAs.

Prior to the Petition Date, the Debtor provided Rust Omni a
retainer in the amount of $10,000.

                       About Hipcricket Inc.

Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly
known as Augme Technologies, is a publicly held Delaware
corporation.  Hipcricket is in the business of providing
end-to-end, data-driven mobile advertising and marketing solutions
through its proprietary AD LIFE software-as-a service platform a
proprietary, mobile engagement platform for businesses to
communicate with customers through cellphones, tablets and other
mobile devices.  The Company had 77 full-time employees as of the
bankruptcy filing.

Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No.
15-10104) on Jan. 20, 2015, with a deal to sell its assets.

The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel,
Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as
special corporate counsel, and Omni Management Group, LLC, as
claims and noticing agent.

As of Jan. 20, 2015, the Company had total assets of $16.8 million
and liabilities of $12.06 million.

The Debtor filed plan of reorganization sponsored by ESW Capital,
LLC.  The Debtor and ESW Capital negotiated a replacement
postpetition financing facility, providing up to $4.5 million in
financing, on substantially similar terms as the DIP Facility
provided by SITO Mobile.

The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
retained Cooley LLP as lead counsel, Pepper Hamilton LLP as
Delaware counsel, and Getzler Henrich & Associates, LLC, as
financial advisor.


HRK HOLDINGS: Plan Filing Deadline Extended to August 4
-------------------------------------------------------
HRK Holdings LLC and HRK Industries LLC sought and obtained an
order from Judge K Rodney May extending their time to file a
Chapter 11 plan and explanatory disclosure statement until Aug. 4,
2015.

As reported in the Feb. 5, 2015 edition of the Troubled Company
Reporter, the Debtors told the Court that they are pursuing the
additional sales of real property and funding for operational
expenses.  They are also engaged in litigation pending in the
Circuit Court of the Ninth Judicial Circuit, in and for Orange
County, Florida (Case Number 2013-CA-000098-O).  The outcome of
additional sales, funding and the litigation will affect the
Debtors' plan of reorganization.

                        About HRK Holdings

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection
(Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on June 27,
2012.  Judge K. Rodney May oversees the case.  Barbara A. Hart,
Esq., and Scott A. Stichter, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33.4 million in assets and $26.09 million
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by
the immediate need to sell a portion of the remaining property to
create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.  The Court allowed HRK and the
purchasers to enter into any modifications to the agreements
without need of further Court approval, provided that no
amendments
will occur without prior consent of Regions Bank.



IBCS MINING: Gets Approval to Sign Mining Deals With MRI, Randall
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
given IBCS Mining Inc. the green light to sign separate mining
agreements with Marshall Resources Inc. and The Randall Lee Stump
Revocable Lifetime Trust.

The mining deal with Marshall Resources authorizes IBCS Mining's
Kentucky division to sell to the company 5,000 tons of coal per
month or 10,000 total tons for $46 per ton FOB (free on board).

Meanwhile, the other agreement provides IBCS Mining's Kentucky
division with the right to transport coal over the trust's real
property for an initial five-year term.

In return, the company will pay to the trust either 35 cents per
clean ton of coal that is transported, or 50 cents per clean ton of
coal if it is sold for more than $60 dollars per ton.

                        About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215
and 14-61216) on June 27, 2014.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  

IBCS Mining estimated assets and debts of at least $10 million.
IBCS Mining Inc. disclosed $6.91 million in assets and $7.28
million in liabilities.  

Hirschler Fleischer, P.C., serves as the Debtors' counsel.  The
U.S. Trustee for Region 4 appointed two creditors to serves in an
official committee of unsecured creditors.


ICEBOXX LLC: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: IceBoxx, LLC
        200 S. Wacker Dr., Suite 625
        Chicago, IL 60606

Case No.: 15-11132

Chapter 11 Petition Date: March 27, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jacqueline P. Cox

Debtor's Counsel: William J Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: 847-239-7248
                  Fax: 847-574-8233
                  Email: wfactor@wfactorlaw.com

                    - and -

                  David Paul Holtkamp, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  105 W. Madison, Ste. 1500
                  Chicago, IL 60602
                  Tel: (312) 878-0977
                  Email: dholtkamp@wfactorlaw.com

Total Assets: $912,435

Total Liabilities: $2.3 million

The petition was signed by Michael Williams, manager.

A list of the Debtor's 15 largest unsecured creditors is available

for free at http://bankrupt.com/misc/ilnb15-11132.pdf


INTERVAL ACQUISITION: Moody's Assigns Ba2 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service rated Interval Acquisition Corp's
proposed $300 million senior unsecured notes at Ba3. At the same
time, Moody's assigned a Ba2 Corporate Family Rating, a Ba2-PD
Probability of Default Rating, and an SGL-1 Speculative Grade
Liquidity rating. The rating outlook is stable.

This is the first time Moody's is rating Interval since its ratings
were withdrawn on Sep. 6, 2012.

The proposed $300 million senior unsecured notes will be used to
repay outstanding borrowings under Interval's revolving credit
facility and for fees and expenses. Approximately $220 million of
the borrowings outstanding under the revolving credit facility were
used to fund Interval's acquisition of Hyatt Residential Group
("HRG" and now known as Hyatt Vacation Ownership) from Hyatt
Corporation in October 2014. The HRG acquisition includes an 80
year Master License Agreement and Hyatt's ownership interest in the
Hyatt Ka'anapali Beach joint venture.

New Ratings Assigned:

  -- Corporate Family Rating, at Ba2

  -- Probability of Default Rating, at Ba2-PD

  -- Proposed $300 million senior unsecured notes due 2023, at
     Ba3 (LGD 5)

  -- Speculative Grade Liquidity rating, at SGL-1

Interval's Ba2 Corporate Family Rating reflects its ability to grow
revenue and maintain fairly consistent cash flow generation despite
the pressures its timeshare exchange business (about 52% of
revenue) continues to face. Despite good membership retention
rates, Interval continues to face modest declines in membership
levels as a result of slow new member growth and pricing pressure
from corporate accounts. Interval has been able to offset these
pressures by expanding its management and rental businesses through
the acquisitions of VRI Europe and Aqua Hospitality. Moody's views
the HRG acquisition positively as it provides Interval with an
entry into a higher price point and it includes Hyatt's ownership
interest in the joint venture that is developing the Hyatt
Ka'anapali Beach timeshare property. Moody's believes the income
from the Hyatt Ka'anapali Beach joint venture will more than offset
the earnings declines being experienced by the exchange business.

The ratings acknowledge Interval's reasonable leverage with pro
forma debt-to-EBITDA of 3.3 times, and strong interest coverage
with pro forma EBITA-to-Interest Expense of 5.5 times. The ratings
are also supported by Interval's very good liquidity. The ratings
are constrained by Interval's small scale in terms of revenue and
geographic concentration of its vacation ownership resorts. The
ratings also consider the limited availability of credit to the
timeshare industry which continues to hamper developers' ability to
build and sell new timeshare units. As a result, Moody's expect the
company may continue to pursue acquisitions in order to drive
growth.

The Speculative Grade Liquidity Rating of SGL-1 represents very
good liquidity. The SGL-1 acknowledges the company's healthy cash
levels (about half of which is domiciled in the U.S.), strong free
cash flow characteristics relative to its revenue base, and no near
term debt maturities. Interval had $80 million in cash at Dec. 31,
2014 and generated about $66 million in free cash flow. In 2015,
Moody's expect the company will generate about $50 million to $55
million of free cash flow after capital spending and dividends. The
company's $600 million committed revolving credit facility expires
in 2019 and provides an ample level of alternate liquidity for
unexpected contingencies or growth opportunities. Current
borrowings under the revolver are about $488 million. Moody's
anticipate the company will use the proceeds from the proposed $300
million senior unsecured notes offering to reduce drawings under
the revolver such that outstanding fall to about $194 million. In
addition, Moody's anticipate Interval will use its free cash flow
to repay drawings under the revolver going forward. Interval is
currently seeking an amendment to the revolver to modify the
leverage based covenant from a 3.5 times total leverage ratio to a
3.25 times senior secured leverage ratio. In addition, Moody's
expect that the company will maintain ample headroom under its two
financial covenants, debt-to-EBITDA and EBITDA-to-interest, as
defined.

The stable rating outlook reflects Moody's expectation that
Interval will continue to grow earnings and generate free cash flow
despite the pressures its membership and exchange business is
facing. The stable outlook also incorporates Moody's expectation
that Interval continue to pay dividends but that its share
repurchases will be limited as it will use its free cash flow
(after dividends) to repay debt.

Rating improvement is limited given Interval's relatively small
size, narrow business profile, and concentration in the timeshare
exchange business. Over the longer term, an upgrade could be
considered should Interval's earnings diversify away from the
timeshare exchange business and should debt-to-EBITDA remain below
2.25 times. Ratings could be lowered if Moody's believes Interval's
debt/EBITDA will rise above 3.75 times or EBITA-to-Interest Expense
were to drop and remain below 5 times. Ratings could also be
pressured if Interval were to pursue debt-financed share
repurchases, dividends, or other shareholder-friendly activities.

Interval Leisure Group, Inc., headquartered in Miami, Florida,
provides membership and leisure services to the vacation industry.
It is the parent company of Interval Acquisition Corp. and a
guarantor of the proposed $300 million senior unsecured notes. It
operates under two segments: Exchange and Rental (79% of revenues)
and Vacation Ownership (21% of revenues). Its Exchange and Rental
segment provides timeshare exchanges through Interval
International, Trading Places International, and Hyatt Residence
Club. The Exchange and Rental segment also provides vacation
rentals through Aston Hotels and Resorts and Aqua Hospitality. The
Vacation Ownership provides management and related services to
vacation ownership properties and or their associations. The
Vacation Ownership segment also sells, markets, and finances
vacation ownership interests. The Vacation Ownership segment
consists of Vacation Resorts International ("VRI"), Trading Places
International, VRI Europe, and Hyatt Vacation Ownership. The
company generates annual net revenues of about $615 million
(including a partial year of Hyatt Residential Group).

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


INTERVAL LEISURE: S&P Assigns 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
corporate credit rating to Interval Leisure Group Inc. (Interval).
The rating outlook is stable.

At the same time, S&P assigned subsidiary Interval Acquisition
Corp.'s $600 million senior secured credit facility due 2019 S&P's
'BBB-' issue-level rating, with a recovery rating of '2,'
indicating substantial (70% to 90%) recovery for lenders in the
event of a payment default.  In addition, S&P assigned its proposed
$300 million senior unsecured notes due 2023 its 'BB-' issue-level
rating, with a recovery rating of '6', indicating negligible (0% to
10%) recovery for lenders in the event of a payment default.
Interval Leisure Group Inc. guarantees both debt issuances.

Interval plans to use the proceeds from the proposed senior note
issuance to repay outstanding balances under its revolving credit
facility and for transaction fees and expenses.

"The 'BB+' corporate credit rating reflects our assessment of
Interval's business risk profile as 'satisfactory' and our
assessment of the company's financial risk profile as
'intermediate,' according to our criteria," said Standard & Poor's
credit analyst Carissa Schreck.

S&P's business risk profile assessment of "satisfactory" reflects
the relative stability in the company's fee-for-service timeshare
exchange, management, and rental businesses, as well as its low
overall profit volatility.  This is supported by a historically
high customer retention rate (around 90%), long-term relationships
with timeshare developers, and a diverse network of properties.

S&P's stable outlook reflects its expectation for continued good
growth in Interval's fee-for-service businesses, resulting in
lease-adjusted debt to EBITDA in the mid-2x area in 2015 and in the
low-2x area in 2016, and FFO to total debt between 25% and 30% over
the same periods.

S&P could lower the rating one-notch, to 'BB', if the company
pursues meaningful debt-financed acquisitions or shareholder
returns, or if operating performance meaningfully declines,
resulting in adjusted leverage sustained above 4x.  In addition, to
the extent that Interval's vacation ownership business becomes a
much larger contributor to its overall operating performance, and
if S&P believes Interval is likely to experience higher levels of
volatility over the economic cycle as a result, S&P could lower the
rating.

The absence of a long-term financial policy leverage target
introduces uncertainty regarding the company's future use of
balance sheet leverage and currently limits rating upside
potential.  However, if S&P believes that Interval will sustain
leverage below 3x, and there is no deterioration in its assessment
of business risk, we could raise the rating one notch to 'BBB-'.



IVEDA SOLUTIONS: AWC Expresses Going Concern Doubt
--------------------------------------------------
Iveda Solutions, Inc., filed with the U.S. Securities and Exchange

Commission its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2014.

AWC (CPA) Limited expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses from operations and has a
significant accumulated deficit.  In addition, the Company
continues to experience negative cash flows from operations.

The Company reported a net loss of $5.66 million on $2.19 million
in revenue for the year ended Dec. 31, 2014, compared to a net
loss of $6.8 million on $3.35 million of revenues in the same
period last year.

The Company's balance sheet at Dec. 31, 2014, showed $3.48 million

in total assets, $4.24 million in total liabilities, and
stockholders' deficit of $0.76 million.

A copy of the Form 10-K is available at:

                       http://is.gd/0hRKqB

Mesa, Ariz.-based Iveda Solutions, Inc., sells and installs video
surveillance equipment, primarily for security purposes and
secondarily for operational efficiencies and marketing, and
provides video hosting in-vehicle streaming video, archiving, and
real-time remote surveillance services with a proprietary
reporting system, DS(TM) (Daily Surveillance Report), to a variety
of businesses and organizations.

The Company reported a net loss of $1.59 million on $351,000 of
total revenue for the three months ended June 30, 2014, compared
with a net loss of $1.51 million on $794,000 of total revenue for
the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $4.09 million
in total assets, $2.88 million in total liabilities, long term debt
and convertible debentures of $3.31 million, $159,000 in due to
related party, and a stockholders' deficit of $2.27 million.



IVEYFUND LLC: Dist. Court Rejects Appeal From Stay Relief Order
---------------------------------------------------------------
Arizona District Judge David G. Campbell granted the motion of MZ2,
LLC seeking dismissal of Iveyfund, LLC's bankruptcy appeal.

MZ2 argues that Iveyfund's appeal is equitably moot, statutorily
moot, and untimely.

The Court agrees that Iveyfund's appeal is moot.

This case involves two parcels of vacant property that formerly
belonged to Iveyfund, LLC. In August 2014, Iveyfund filed a Chapter
11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-12802).  At
that time, MZ2 held promissory notes secured by deeds of trust for
the two properties belonging to Iveyfund.  Wanting to foreclose on
these properties, MZ2 filed a motion asking the bankruptcy court to
dismiss the case, terminate the stay, or grant adequate protection.


Over the next two months, and with the bankruptcy court's approval,
Iveyfund unsuccessfully attempted to sell the properties to a
different buyer.  On December 10, the bankruptcy court granted
MZ2's motion for relief from the automatic stay protecting the two
properties.  A trustee's sale was held on December 29, and MZ2
purchased the properties.  On that same day, Iveyfund filed a
notice of appeal from the bankruptcy court's order.

"The bankruptcy court entered an order that permitted the sale of
the two properties belonging to Iveyfund. . . .  Iveyfund failed to
obtain a stay from this order and MZ2 completed the sale.
Iveyfund's appeal from the order is therefore moot," the District
Court said in its March 27 Order available at http://is.gd/X9pgx1
from Leagle.com.

Iveyfund LLC is represented by Blake David Gunn, Law Office of
Blake D Gunn.

MZ2 LLC is represented by Joel Frederic Newell, Lane & Nach PC.


JAMES RIVER: Hires Motleys Asset to Market Miscellaneous Property
-----------------------------------------------------------------
James River Coal Company and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ Motleys Asset Disposition Group to
market miscellaneous property of the Debtors and to conduct an
Internet auction for the Miscellaneous Property.

The Debtors currently are in possession of artwork, equipment and
furniture at the Richmond Office located at 901 East Byrd Street,
Suite 1600, Richmond, VA 23219.  In light of the upcoming move into
new office space, the Debtors find it appropriate and in the best
interests of their estates to sell the Miscellaneous Property at
this time rather than incur the expenses associated with moving and
storing the property.  The Debtors do not believe that the
Miscellaneous Property has significant value, but believe it can be
sold profitably for the benefit of their estates and creditors.

Under the terms of the Consignment Contract, Motleys has agreed to
advertise and market the Miscellaneous Property and to conduct the
auction in exchange for a commission of 35% of the sale price of
each item sold, plus the buyers' premium and reasonable sale
expenses, payable at the time of the closing of the sale of the
particular Miscellaneous Property.

William D. Irvin, lead appraiser of Motleys Asset, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Motleys Asset can be reached at:

       William D. Irvin
       MOTLEYS ASSET DISPOSITION GROUP
       3600 Deepwater Terminal Road
       Richmond, VA 23234
       Tel: (804) 232-3300

                          About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed by
Peter T. Socha as president and chief executive officer. Judge
Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M.
Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor. Epiq
Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and
administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for $52
million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.


JASON MARKETING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jason Marketing Corporation
        P.O. Box 52-0810
        Miami, FL 33152-0810

Case No.: 15-15576

Chapter 11 Petition Date: March 27, 2015

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

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Jacqueline Calderin, Esq.
                  EHRENSTEIN CHARBONNEAU CALDERIN
                  501 Brickell Key Drive #300
                  Miami, FL 33131
                  Tel: 305.722.2002
                  Fax: 305.722.2001
                  Email: jc@ecclegal.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Norman Welch, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-15576.pdf


JEFFREY SWARTZ: Cts Split on Jurisdiction for Stay-Violation Suit
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge Beverly Reid O'Connell in
Los Angeles granted a lender’s motion to dismiss the complaint in
an opinion on Feb. 26.

According to the report, an individual filed a Chapter 13 petition.
The next day, a lender conducted a non-judicial foreclosure of the
bankrupt's home.  After the Chapter 13 petition was dismissed, the
former bankrupt sued in district court seeking damages for
violation of the automatic stay, the report related.

Judge O'Connell noted that the courts of appeal are divided on
whether claims for violation of the stay can be brought only in
bankruptcy court, the report related.  Judge O'Connell decided to
dismiss the suit, based in part on local rules that refer
bankruptcy-related cases to the bankruptcy courts, the report
related.

The case is Swartz v. Nationstar Mortgage LLC, 14-08649, U.S.
District Court, Central District California (Los Angeles).


JHK INVESTMENTS: March 31 Hearing on Bid for Plan Extension
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing on March 31, 2015, at
10:00 a.m., to consider JHK Investment LLC's request for extension
of dates and deadlines set forth in the Court's stipulated order
setting a timetable for filing and confirmation of a plan of
reorganization, or in the alternative, convert the case to Chapter
7 or dismiss the Debtor's case.

The Debtor is requesting that its time to either move to dismiss
the case or file a plan and disclosure statement be extended until
April 30.

The stipulated time table order provided that the Debtor must
either file a motion to dismiss its case or a disclosure statement
and plan by Feb. 27, which was moved until March 22.

                       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: Court Issues Joint Administration Order
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order directing joint administration of the Chapter 11 cases of
Karmaloop, Inc., and its debtor affiliates, under lead case no.
15-10635.

                       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 INC: Has Interim Authority to Tap $5MM DIP Loan
---------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware gave Karmaloop, Inc., et al., interim authority to
obtain $5.0 million in postpetition financing from lender parties
led by Comvest Capital II, L.P., and CapX Fund IV, L.P., and use
cash collateral securing their prepetition indebtedness.

The Final Hearing is scheduled for April 15, 2015, at 12:30 p.m.,
and maybe continued from time to time without further notice other
than that given in open court.  Any objection must be filed no
later than April 8.

At the final hearing, the Debtors seek to borrow up to $30,866,658
under the DIP Facility, which bears interest at 12 percent per
annum.

The $5 million interim DIP, which was revised before the hearing,
provides $1.2 million in new money and rolls up $3.8 million in
debt, a lawyer for the Debtors told Judge Walrath, Law360 reported.
Judge Walrath signed off on the amended interim facility over the
objection of a group of subordinated creditors, who opposed the
roll up and urged the court to reduce the amount of new money given
to the debtors, Law360 further reported.

A full-text copy of the Budget is available at
http://bankrupt.com/misc/KARMALOOPbudget.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.


KINGSTON TOBACCO: Alter Ego Claims Disappear Once Trustee Settles
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that an alter ego claim or a lawsuit to pierce the
corporate veil belongs to a bankrupt company's trustee and if the
trustee settles the claim, creditors can't sue officers and
directors after bankruptcy on the same theory.

According to the report, U.S. District Judge Jackson L. Kiser in
Danville, Virginia, dismissed a lawsuit filed by several creditors
against a company two years prior to the company's bankruptcy
filing.  A $5 million judgment rendered in the lawsuit was
uncollected.
     
The case is Virginia Brands LLC v. Kingston Tobacco Co. Inv.,
10-0009, U.S. District Court, Western District Virginia
(Danville).



LEHMAN BROTHERS: Fights for Stake in $63-Mil. Foreclosed Hotel Loan
-------------------------------------------------------------------
Law360 reported that Lehman Brothers Holdings Inc. has asked a New
York state judge to find that an Investcorp International Realty
Inc. affiliate breached a lending agreement for a foreclosed $62.5
million mezzanine loan to a hotel operator, arguing that a default
on the loan didn’t erase its rights under the contract.

According to the report, the defunct investment bank brought the
suit in 2012, saying IVC WH HG II LLC failed to honor Lehman's
junior stake in the loan, after the hotel operator defaulted.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the

fourth largest investment bank in the United States.  For more
than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

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

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

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

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

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

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

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

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


LIFE PARTNERS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Life Partners Holdings, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,188,639
  B. Personal Property              $217,498
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $267,504
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,991,352
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $48,513,452
                                 -----------      -----------
        Total                     $2,406,137      $52,722,308

A copy of the schedules is available for free at

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

Previously, the Debtors requested that the Court extend until March
9, 2015, their time to file schedules and statements of financial
affairs.  The U.S. Trustee agreed to the extension request.

                About Life Partners Holdings, Inc.               

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is a financial services company engaged in

the secondary market for life insurance known as life settlements.

Life Partners Holdings, Inc., sought protection under Chapter 11
of
the Bankruptcy Code on Jan. 20, 2015 (Bankr. N.D. Tex., Case No.
15-40289).  The case is assigned to Judge Russell F. Nelms.

The U.S. Trustee for Region 6 appointed three creditors of Life
Partners Holdings, Inc. to serve on the official committee of
unsecured creditors.   Tracy A. Bolt of BDO USA, LLP, was named as
examiner in the Debtor's case.


LIFE PARTNERS: Says Committee Members Are Creditors of Affiliate
----------------------------------------------------------------
The Life Partners Holdings, Inc., objected to retention of Munsch
Hardt Kopf & Harr, P.C. as counsel for the Official Committee of
Unsecured Creditors.

According to the Debtor, the Committee members were fractionalized
interest holders who purchased their interests from and had ongoing
relationships with its wholly owned subsidiary, Life Partners, Inc.
LPI, not LPHI.

One or more of the members of the Committee may be prepetition date
plaintiffs in lawsuits filed against LPI, not LPHI.  The
ministerial fee, a likely source of the Committee's claims, was
assessed by and paid to LPI, not LPHI.  Throughout the course of
the hearing on the various trustee motions, the Committee did not
put on any evidence of the source of its member's claims against
LPHI specifically, although there was considerable evidence of
their various potential claims against LPI.  

In a separate filing, the Ad Hoc Committee of Direct Fractional
Interest Owners of Life Settlement Policies formerly known as Ad
Hoc Committee of Fractional Insurance Beneficiaries of Life
Partners, Inc., filed an objection to the application stating that
it is premature to authorize the OCUC to employ Munsch Hardt.  

The Ad Hoc Committee noted that the OCUC is formed by persons who
have similar interests to the Fractional Interest Committee and are
not creditors of the Debtor's bankruptcy case, or alternatively, do
not adequately represent the fractional interest owners and other
creditors, and have failed to provide notice or information to the
thousands of fractional interest owners they purportedly have the
fiduciary duty to represent.

On Feb. 18, 2015, the Committee filed its application to employ
Munsch Hardt as counsel.  The Committee's application concludes
without any support that the Committee's retention of counsel "is
in the best interests of the Committee and its constituents."

The application does not specify what measures were taken, if any
at all, to ensure that the three Committee members selected counsel
and adopted legal positions in consideration of the best interests
of all twenty thousand similarly situated fractionalized policy
holders.

The Ad Hoc Committee is represented by:

         Stephen A. Kennedy, Esq.
         David D. Ritter, of counsel
         KENNEDY LAW, P.C.
         1445 Ross Ave. Suite
         Dallas, TX 75202
         Tel: (214) 716-4343
         Fax: (214) 593-2821
         E-mails: skennedy@saklaw.net
                  dritter@ritter-legal.com

                         About Life Partners

Life Partners Holdings, Inc., is the parent company of the world's
oldest company engaged in the secondary market for life insurance,
commonly called "life settlements."  Since its incorporation in
1991, Life Partners, Inc. has completed over 162,000 transactions
for its worldwide client base of over 30,000 high net worth
individuals and institutions in connection with the purchase of
over 6,500 policies totaling over $3.2 billion in face value.

Waco, Texas-based Life Partners -- http://www.lphi.com/-- is a
financial services company engaged in the secondary market for life
insurance known as life settlements.

Life Partners sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex., Case No. 15-40289) on Jan. 20, 2015.  The
case is assigned to Judge Russell F. Nelms.

The U.S. Trustee for Region 6 appointed three creditors of Life
Partners Holdings to serve on the official committee of unsecured
creditors.  The Committee tapped Munsch Hardt Kopf & Harr, P.C., as
counsel.

Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case.

H. Thomas Moran II was appointed as Chapter 11 trustee for the
case.


LIFESTYLE LIFT: Collapse Shows Challenge in Running Low-Cost Biz
----------------------------------------------------------------
Sara Randazzo and Leslie Josephs, writing for The Wall Street
Journal, reported that the abrupt shutting down of Lifestyle Lift,
a nationwide chain of about 50 cosmetic-surgery centers,
illustrates a challenge of operating a lower-cost cosmetic-surgery
chain at a time when many consumers are opting for less invasive,
and less costly, antiaging treatments.

According to the report, fueled by its heavy use of national
advertisements, the 14-year-old company with 77 doctors had grown
to command a major share of the face-lift market.  At its peak in
2013, it brought in $186 million in revenue and performed 18% of
all face-lifts done by board-certified physicians in the U.S., the
report said, citing data prepared last fall by James Phillips, a
former outside financial adviser to the chain.


MARY SANTIAGO: NYC Landlords Can't Touch Rent-Controlled Flats
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a pair of opinions from the New York State
Court of Appeals and the Manhattan-based U.S. Court of Appeals for
the Second Circuit ruled that tenants in New York City who file for
bankruptcy won't lose their below-market-rate apartments.

According to the report, combined, the decisions remove the threat
that people who file for bankruptcy in New York will be evicted
from valuable apartments even though they're current on the rent.

A group representing city landlords said the decisions "open the
floodgates of imposing unprecedented financial and legal
obligations" on "private property owners who provide
rent-controlled apartments."

The case in the federal court is Santiago-Monteverde v. Pereira (In
re Santiago-Monteverde), 12-4131, U.S. Court of Appeals for the
Second Circuit (Manhattan).


MAUDORE MINERALS: CCAA Stay Extended to June 14
-----------------------------------------------
Maudore Minerals Ltd. on March 27 disclosed that the Superior Court
of Quebec has granted an order whereby the stay of proceedings
previously obtained under the Companies' Creditors Arrangement Act
(the "CCAA") was extended from March 29 to June 14, 2015.  The
extension was supported by Samson Belair/Deloitte & Touche Inc.,
which acts as monitor in the proceedings under the CCAA.

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


MITEL NETWORKS: Moody's Affirms B2 CFR & Rates New Debt Ba3
-----------------------------------------------------------
Moody's Investors Service affirmed Mitel Networks Corporation's B2
corporate family rating, B3-PD probability of default rating, SGL-2
speculative grade liquidity rating, and assigned Ba3 ratings to the
new $50 million revolving credit facility and $650 million term
loan of Mitel, with its subsidiaries, Mitel US Holdings Inc. (US
Holdings) and Mavenir Systems (Mavenir) as co-borrowers. The Ba3
ratings on Mitel's existing revolving credit facility and first
lien term loan were also affirmed and will be withdrawn when the
refinance transaction closes. The ratings outlook remains stable.
The financing will be used to partially fund the acquisition of
Mavenir for $557 million and to repay existing debt.

Mavenir enables Voice over LTE wireless networks (VoLTE) amongst
other wireless network products.

"While the Mavenir acquisition will increase adjusted Debt/EBITDA
leverage to 5.3x from 3.4x, Mavenir is a growth pillar for Mitel
and Mitel will apply free cash flow to debt reduction and bring
leverage towards 4x within 12 to 18 months after closing," said
Peter Adu, Moody's lead analyst for Mitel.

Rating Affirmed:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B3-PD

  -- Speculative Grade Liquidity Rating, SGL-2

  -- Existing $50 million first lien revolving credit facility
     due 2019, Ba3 (LGD2)

  -- Existing $279 million first lien term loan due 2020, Ba3
     (LGD2)

Ratings Assigned:

  -- New $50 million first lien revolving credit facility due
     2020, Ba3 (LGD2)

  -- New $650 million first lien term loan due 2022, Ba3 (LGD2)

  -- Outlook Remains Stable

Mitel's B2 CFR primarily reflects declining revenue in its core
premise-based PBX telecom business due to deferred customer
spending on conversion to efficient Internet Protocol (IP)
solutions, coupled with a parallel reduction in costs and less
capital intensive operations. Mitel is well-positioned to benefit
from a shift towards IP-based communications although the
transition has been much slower than expected due to subdued
economic conditions in North America and Europe, a trend that is
likely to continue for the next few years. Due to the stable
margins and low capital intensity of its business, Moody's expects
the company to continue to generate positive free cash flow to
repay debt and sustain adjusted Debt/EBITDA towards 4x (pro-forma
5.3x without synergies) within the next 12 to 18 months. The rating
considers Mitel's improved scale and market position following its
Aastra acquisition in Europe, favorable long-term market growth
potential due to aging installed base, and vulnerability to
competition from larger players.

Mitel's SGL-2 liquidity rating is supported by pro-forma cash of
about $75 million, full availability under its new $50 million
revolver due in 2020, and annual free cash flow around $70 million.
These sources will be more than sufficient to meet term loan
amortization of about $6.5 million per year. Moody's expects Mitel
to maintain headroom of at least 20% under its new lone bank
financial covenant (leverage test) over the next four to six
quarters. Mitel's ability to generate liquidity from asset sales is
limited as the credit facilities are secured by liens on all the
assets of the company and its material subsidiaries.

The outlook is stable and reflects Moody's expectation that while
revenue from Mitel's core business is declining, contributions from
its growth businesses (cloud, contact center and mobility) will
more than compensate. The outlook is also stable because Moody's
expects Mitel to maintain leverage appropriate for the B2 rating
even with acquisitions.

A rating upgrade will require Mitel to demonstrate it can
materially grow revenue and EBITDA while maintaining a good
liquidity profile. In addition, an upgrade will require Mitel to
sustain adjusted Debt/EBITDA below 3.5x and FCF/Debt towards 10%.
The rating could be downgraded if Mitel's liquidity position
worsens, if free cash flow generation turns negative or if there is
material deterioration in its top line. Also, the rating could be
downgraded if earnings shortfall or acquisition activity results in
adjusted Debt/EBITDA sustained towards 6x.

The principal methodology used in these ratings was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Mitel Networks Corporation provides phone systems, collaboration
applications (voice, video calling, audio and web conferencing,
instant messaging etc.) and contact center solutions -
premise-based and in the cloud - to businesses of all sizes.
Revenue for calendar 2014 was $1.1 billion. The company is
headquartered in Ottawa, Ontario, Canada.


MJS LAS CROABAS: Ocean Club HOA May Not Pay Sanctions to FDIC
-------------------------------------------------------------
In the bankruptcy case of MJS Las Croabas Properties Inc., the
Homeowners Association of Ocean Club at Seven Seas (HOA), through
its legal counsel, Ms. Anabelle Quinones Rodriguez of the
Castellanos Law Group Firm L.L.C., sought relief from the automatic
stay in order to pursue an action against the debtor for
construction defects in a development project.  About three weeks
after the filing, however, the HOA filed a formal motion
withdrawing the Stay Relief Motion without prejudice.

In response, the Federal Deposit Insurance Corp. and the Chapter 7
Trustee sought sanctions against the HOA and its legal counsel for
withdrawing the Stay Relief Motion on September 8, 2014 at 4:51
p.m. -- the eve of the hearing scheduled for September 9, 2014.
The FDIC said the withdrawal is "unprofessional and contemptible."

On Oct. 2, 2014, the Court entered orders granting expenses and
costs incurred by the FDIC and the Trustee.

On Oct. 8, 2014, the HOA filed an Opposition to the Request for
Sanctions.  The Court, on Oct. 16, 2014, entered orders vacating
its previous orders granting the expenses of the FDIC and the
Trustee.

On Oct. 30, 2014, the HOA filed a Motion for Reconsideration of the
Oct. 16 Order, whereby the court granted the FDIC and the Trustee
21 days to reply to the HOA's Opposition to Motion for Sanctions
sustaining that "the term awarded is not only excessive; it is not
contemplated in any of the Local Bankruptcy Rules, the Federal
Rules for Bankruptcy or in the Puerto Rico Local Rules for the US
District Court for that matter."

Bankruptcy Judge Enrique S. Lamoutte entered an Opinion and Order
on March 13, 2015, available at http://is.gd/1NMsfCfrom
Leagle.com, ruling that:

  -- The HOA's Motion for Reconsideration is denied;

  -- Ms. Rodriguez and the Castellanos Law Firm are sanctioned to
     pay the excess costs, expenses and fees in favor of the FDIC
     and the Trustee.

  -- The request for sanctions against the HOA is denied.

  -- The FDIC and the Trustee are further ordered to submit an
     itemized description of their fees, excess costs and expenses

     in the manner described in subsection (F), supra, within 14
     days of the order.  Ms. Rodriguez and the Castellanos Law
     Firm may file a response 14 days thereafter.

                       About MJS Las Croabas

MJS Las Croabas Properties, Inc., is a real estate company formed
in 2004 for the purpose of purchasing real property and
constructing residential units for marketing and resale to third
parties in a development located in Fajardo, Puerto Rico.  The
company filed for Chapter 11 protection (Bankr. D.P.R. Case No.
12-05710) on July 19, 2012.  The case was converted to Chapter 7 on
September 13, 2012.


NATROL INC: Replies to Nature's Products Disclosure Objections
--------------------------------------------------------------
Leaf123, Inc. (f/k/a Natrol, Inc.) and its affiliated debtors urged
the Delaware bankruptcy court to approve the disclosure statement
explaining their plan of reorganization and toss out objections
raised by Nature's Products, Inc.

The issues raised in Nature's Products' Objection fall into two
categories: (a) the adequacy of the information contained in the
Disclosure Statement and (b) confirmation issues.  Natrol contends
the Objection as to the adequacy of disclosure has been addressed
through the inclusion of additional disclosures and information in
the Disclosure Statement and in the Plan, and by the fact that the
Disclosure Statement is otherwise accurate and sufficient.

Natrol said Nature's Products' argument regarding the alleged
inaccuracy of the Disclosure Statement is based on its contentions
that the Debtors' projection that Class 2 will receive a 100%
distribution(plus interest) and, therefore, is unimpaired, is
incorrect and that the Debtors' projections regarding the amounts
to be reserved is also incorrect.  According to Nature's Products,
if it is successful on its appeal of a final judgment, the Debtors
will not have reserved adequate funds to provide the 100%
distribution to Holders of General Unsecured Claims.

Natrol contends that their projection is currently accurate, and
Nature's Products has provided no evidence to the contrary.  As
Nature's Product admits, on March 12, 2015, the Florida Court
entered the Final Judgment in the Florida Action (i) in favor of
Nature's Products against Leaf123, Inc. (f/k/a Natrol, Inc.) in the
amount of $747,433.00, plus prejudgment interest at the rate of 18%
and attorneys' fees of $383,843.72 and (ii) judgment in favor of
Leaf against Nature's Products in the amount of $3,272,705.00, plus
attorneys' fees of $1,225,845.75. Therefore, as the matter
currently stands, Leaf is owed a net amount of $2,525,272.00 plus
attorneys' fees in the amount of $842,002.03. As a result of the
uncontroverted decision from the Florida Court, the information the
Debtors included in the Disclosure Statement is the most accurate
information currently available.

Even if Nature's Products appeals the Final Judgment, the issue
will be resolved prior to the Confirmation Hearing or, if not
resolved by then, should be addressed as part of the Confirmation
Hearing, Natrol asserts. By the time the Disclosure Statement
Motion is heard, the Debtors will have filed a motion to estimate
the potential claim of Nature's Products arising from the Florida
Action.  The Debtors will request that the Court rule on the
Estimation Motion prior to or as part of confirmation. Based on the
Court's decision regarding the Estimation Motion, the Debtors will
adjust the General Unsecured Claims Reserve to ensure that it is
fully funded. In light of these facts, the Disclosure Statement is
both currently accurate and the potential issue that Nature's
Products complains of will be resolved prior to or at the
Confirmation Hearing, making it a nullity.

In regard to Nature's Products contention that the Disclosure
Statement contains inadequate information because it fails to
identify the assumptions upon which the Debtors project a 100%
distribution to unsecured creditors, the Debtors are supplementing
the Disclosure Statement with an Explanation of Reserves prior to
the adequacy of the Disclosure Statement being considered by the
Court. The Explanation of Reserves will provide an analysis of the
amounts to be reserved and details regarding how the Debtors
arrived at those numbers, thus resolving Nature's Products argument
that the Disclosure Statement contains inadequate information.

Natrol also said the other aspect of the Objection, dealing with
the confirmability of the Plan, does not raise legitimate
disclosure issues but, rather, invokes confirmation issues that are
not properly considered at the Disclosure Statement hearing. At
this stage, the Court need consider only the adequacy of the
information provided in the Disclosure Statement. In any event, the
Objection does not identify any issues that render the Plan
"patently unconfirmable."  As the Plan falls well within the
mandates and requirements of the Bankruptcy Code, the Debtors said
the confirmation issues raised in the Objection should also be
overruled.

The Explanation of Reserves was filed March 30, 2015, a copy of
which is available at:

   http://bankrupt.com/misc/Leaf123_ExplanationOfReserves.pdf

As reported by the Troubled Company Reporter, the Debtors were to
present the explanatory Disclosure Statement for approval at a
hearing on March 30, 2015, at 10:00 a.m. (prevailing Eastern Time).
Objections were due March 18.  The hearing to consider
confirmation of the Plan is currently scheduled for May 6, 2015, at
10:00 a.m. (ET).

                     About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc., sold herbs and
botanicals, multivitamins, specialty and sports nutrition
supplements made to support health and wellness throughout all
ages and stages of life.  Natrol, Inc., was a wholly owned
subsidiary of Plethico Pharmaceuticals Limited (BSE: 532739. BO:
PLETHICO).

Natrol, Inc., and its six affiliates sought bankruptcy protection
(Bankr. D. Del. Case No. 14-11446) on June 11, 2014.  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
Epiq Systems INC.

The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

The Official Committee Of Unsecured Creditors tapped Otterbourg
P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and
CMAG as financial advisors.

On Nov. 10, 2014, the Debtors held an auction for the sale of the
assets, and Aurobindo Pharma USA Inc. emerged as the successful
bidder.  The Court approved the sale and the sale closed on Dec.
4, 2014.  The Debtors changed their names to Leaf123, Inc.,
following the sale.

                            *     *     *

The Troubled Company Reporter, on Feb. 23, 2015, reported that
Leaf123, Inc., f/k/a Natrol Inc., and its debtor affiliates filed
A Chapter 11 plan of liquidation, pursuant to which tax refunds and
credits, all shares of capital stock or other Equity Interests in
Natrol UK, all Avoidance Actions not otherwise purchased by the
Buyer under the Purchase Agreement, the proceeds from prepetition
litigation, the proceeds from the Sale Transaction, and certain
other assets are being pooled and distributed to persons or
entities holding allowed claims in accordance with the priorities
of the Bankruptcy Code.


NATURAL PORK: Hires Halderman as Real Estate Agent & Auctioneer
---------------------------------------------------------------
Natural Pork Production II, LLP asks authorization from the U.S.
Bankruptcy Court for the Southern District of Iowa to employ
Christopher C. Peacock, Russell "Rusty" Harmeyer, and Halderman
Real Estate Services, Inc. as Debtor's Indiana real estate agent
and auctioneer.

The Debtor intends to sell its Williamsburg Farm of approximately
84.33 acres, located in Wayne County, Indiana, by public auction to
be held early to mid May, 2015. Pursuant to the Listing Agreement,
Debtor will pay the sale and auction advertising costs not to
exceed $5,500.

Halderman has not received any retainer prior to this Application,
and Halderman will be paid a commission at 4.50% for both the
listing and public auction of the property.

Christopher C. Peacock, representative of Halderman, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Halderman can be reached at:

       Christopher C. Peacock
       HALDERMAN REAL ESTATE SERVICES, INC.
       P.O. Box 297
       Waubash, IN 46992
       Tel: (765) 546-0592
       E-mail: chrisp@halderman.com

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012,
in Des Moines.  The Company formerly did business as Natural Pork
Production, LLC.  It does business as Crawfordsville, LLC, Brayton,
LLC, South Harlan, LLC, and North Harlan, LLC.  The Debtor
disclosed $31.9 million in asset and $27.9 million in liabilities,
including $7.49 million of secured debt in its schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  Attorneys at Davis,
Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa, represent
the Debtor as special litigation counsel.

Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago,
represent the Official Committee of Unsecured Creditors.  Robert C
Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa,
represent the Committee as associate counsel. Conway MacKenzie,
Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler & Anderson,
in West Des Moines, Iowa, represents the IC Committee as counsel.


NII HOLDINGS: Can Obtain $350-Mil. in Postpetition Financing
------------------------------------------------------------
The U.S. Bankruptcy Court approved NII Holdings' motion for an
order authorizing them to obtain post-petition financing,
BankruptcyData reported.

The Debtors said they have a critical need for a $350 million
postpetition financing facility in order to continue to fund the
operations of their non-debtor subsidiary operating companies
through the anticipated closing date of the sale of the entirety of
the Debtors' interest in their business in Mexico, according to
BData.  In addition, the DIP Facility is necessary to permit the
Debtors to meet certain of their obligations and satisfy certain
closing conditions under the Stalking Horse Purchase Agreement,
which if consummated, will provide the Debtors' estates with over
$1 billion in cash proceeds, BData related.

Law360 reported that NII Holdings and the bondholders behind a
proposed $4.35 billion debt workout torched a "Johnny come lately"
creditor group's demand for new restructuring terms, saying that
the wireless provider's heavily negotiated Chapter 11 plan had
advanced too far already.

According to Law360, a group of subordinated bondholders owed $376
million had every chance to participate in the closed-door talks
that produced a comprehensive settlement between competing creditor
groups to take NII out of bankruptcy by June.  The proposed
restructuring would turn creditors to the Latin America-focused
company into shareholders, cancelling their unsecured bond claims
in return for full equity ownership.

                         About NII Holdings

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

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

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

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

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

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

                            *   *   *

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


NII HOLDINGS: Files Amended NII Mexico Purchase and Sale Agreement
------------------------------------------------------------------
NII Holdings Inc. has filed a First Amended to the Purchase and
Sale Agreement authorizing the sale of NII Mexico.

The Purchase Agreement is amended by (a) deleting in its entirety
the definition of “Company Approvals” set forth in Section 1.1
of
the Purchase Agreement and (b) replacing each reference in the
Purchase Agreement to “the Company Approvals” or “any Company

Approvals” with a reference to “the Regulatory Approval”.

A copy of the Purchase and Sale Agreement is available for free
at:

                       http://is.gd/8Sreyk

As previously reported by The Troubled Company Reporter, the AT&T
affiliate offered to purchase NII Mexico for approximately $1.875
billion and its bid will serve as the stalking horse bid in the
auction and sale process.  The Purchaser's offer is supported by
major creditor constituencies; specifically, a group of entities
managed by Aurelius Capital Management, LP; a group of entities
managed by Capital Research and Management Company; and the
Official Committee of Unsecured Creditors, each of which is a
party to the existing Plan Support Agreement.

                         About NII Holdings

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

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

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

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

LLP.

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

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

                            *   *   *

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



NII HOLDINGS: Multiple Parties Object to Noteholders' Mediation Bid
-------------------------------------------------------------------
Multiple parties -- including Aurelius Capital Management, NII
Holdings and the official committee of unsecured creditors --
objected to the ad hoc group of NII Capital 2021 noteholders'
request for an order directing NII Holdings to participate in
mediation, BankruptcyData reported.

According to BData, the Debtors state, "After a year of a
continuous discussion, negotiation and -- at times -- dispute with
the key parties to this case, the PSA2 has heralded the
long-awaited support of a plan of reorganization by the requisite
majorities in all major classes of claims against all applicable
Debtors under the Plan. The path toward a value-maximizing exit
from these chapter 11 cases is -- thankfully -- near.....Both
before the commencement of these cases and since, the Debtors have
pursued a consistent strategy designed to marshal maximal support
for a confirmable plan. And this effort has resulted in success.
The Debtors never froze out the Capco 2021 Noteholder Group....The
Debtors led these horses to water, but could not force them to
drink and, by necessity, had to move on. Congress in enacting
section 1126 of the Bankruptcy Code does not require this Court or
these Debtors to tolerate or reward such recalcitrant and
resource-depleting behavior. With that being said, no one is
begrudging the members of this group their existing rights as
parties eligible to vote on or object to the Plan."

Law360 reported that the group of subordinated NII Holdings
bondholders objected to a broad-based agreement among the wireless
provider's creditors around a $4.35 billion debt-cutting strategy,
demanding that the plan sponsors enter mediation to fix allegedly
skewed restructuring terms.  According to Law360, in harsh terms, a
subset of creditors to one of the Latin America-focused company's
two main units came out against a consensus reached last week among
voting majorities of the bankruptcy's major bondholder groups on
how to divvy up control of the reorganized NII.

                         About NII Holdings

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

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

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

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

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

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

                            *   *   *

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


NNN 1818: Court Closed Bankruptcy Cases of Three Debtors
--------------------------------------------------------
The U.S. Bankruptcy Court closed the bankruptcy cases of NNN 1818
Market Street 16, LLC, et al.  The Court has determined to close
the cases as it appears that no further matters are required that
the cases remain open, or that the jurisdiction of the Court
continue.

On March 5, 2015, the Court dismissed each jointly administered
cases and the automatic stay of Section 362(a) of the Bankruptcy
Code is no longer of any force or effect with respect to the
jointly administered debtors.

In a findings of fact and conclusions of law regarding dismissal,
the Court said that lack of good faith in the filing of a petition
is grounds for dismissal.

As reported in the Troubled Company Reporter on March 26, 2015,
Debtor NNN 1818, and 13 other entities joined in the motion filed
by Daymark Properties Realty, Inc., to dismiss the cases of three
debtors -- NNN 1818 Market Street 16, LLC, NNN 1818 Market Street
21, LLC and NNN 1818 Market Street 37, LLC.

The Joining Parties are fourteen LLCs, each of which owns a
co-tenancy, or "tenancy-in-common," interest in real estate, an
office building in Philadelphia.  The Joining Parties own roughly
39% of those interests; by contrast, the three debtors composed of
NNN 16, NNN 21 and NNN 37 together own less than 12%.

On behalf of the Joining Parties, Robert Barnes, Esq., of Allen
Matkins Leck Gamble Mallory & Natsis LLP, contends that "[t]he
chapter 11 cases were commenced in bad faith, solely to delay
pending litigation, and serve no legitimate reorganization purpose.
The cases represent an abuse of [the Bankruptcy] Court's equity
jurisdiction and should be dismissed."

In a separate filing, Mr. Barnes also notes that the independent
manager did not in fact consent to the bankruptcy filings by the
Debtors. He maintains that the Debtors couldn't file bankruptcy
petitions without the consent of the independent manager.  Daniel
P. O'Keefe, who signed the petitions, was only a member, not a
manager, Mr. Barnes points out.  "Literally the very first document
filed in these cases, the voluntary petitions, were false, and the
cases should be dismissed for that reason alone," says Mr. Barnes.

The allegations that the voluntary petitions were false and without
consent were filed on behalf of the following parties, each of
whose name is in the Form "NNN 1818 Market Street LLC": 2, 9, 10,
11, 14, 15, 20, 23, 24, 25, 26, 30, and 35.  NNN 1818 Market 1,
LLC, apparently does not wish to be part of this bankruptcy
dispute, Mr. Barnes said.

                       Daymark Replies Back

Daymark Properties Realty, Inc., responded to the objections lodged
by Debtors NNN 1818 Market Street 16, LLC, et al., to the dismissal
motion.

On behalf of Daymark, Michael D. Breslauer, Esq., of Solomon Ward
Seidenwurm & Smith, LLP, said: "The issues here are not what
Daymark has done or not done, not whether there's a "better 20
deal" out there for the Debtors' three principals and not whether
it might be theoretically possible that the Debtors can propose a
plan.  The issue is whether the cases were filed without the good
faith required of all debtors seeking the Court's and the
Bankruptcy Code's equity jurisdiction.  And on this issue, one
which the Debtors carry the burden of persuasion, there is no
credible and persuasive argument put forth in opposition.  The
Three Cases [of NNN 1818 Market Street 16, LLC, NNN 1818 Market
Street 21, LLC and NNN 1818 Market Street 37, LLC] should be
dismissed, the removed actions remanded in connection with that
dismissal. The parties' disputes should then be resolved by
tribunals having jurisdiction to hear and decide all issues."

The TCR reported on Feb. 26, 2015, that the Debtors asked the Court
to deny a bid by Daymark Properties Realty, Inc., for dismissal of
their jointly administered Chapter 11 cases.

The Debtors assert that they can, and will demonstrate, that there
are at least methodologies for reorganization that will result in a
higher return for them and other tenant-in-common ("TIC")
investors.

Counsel to the Debtors, John L. Smaha, Esq., of Smaha Law Group,
APC, relates that the Debtors have two potential plan approaches
which will significantly increase the return for real property.
For one, the Debtors have a term sheet commitment from The Broe
Group, a private equity real estate firm, which provides a
methodology by which the Debtors would effectively refinance the
real property and allow for the continued ownership and future
distribution of dividends back to the ownership group, including
the Debtors.  The current proposal being considered from The Broe
Group includes a property management component that would
significantly reduce the management fees involved and would
increase annual returns on the real property.  Under the plan, the
refinancing would occur in late 2015 or early 2016, unless a
defeasance is waived by the secured creditors.  A plan of
reorganization based on The Broe Group's proposal would provide for
a tax free roll up to TIC investors with a valuation of $190
million and a new 75% loan of $142,500 leaving $47,500 of equity or
roughly a dollar for dollar return to the original investments.
The new loan would pay the first and second of about $130 million
with the defeasance cost being eliminated.  The Plan would propose
that investors could remain as investors or be bought out with a
higher return than the alternative Shorenstein purchase would
generate.

In the alternative, by holding off on the sale of the real property
until December 2015 or later, the real property would realize an
increased return of as much as $10 million to $15 million.  This
increased profit from the sale of the real property would be
separate and apart from other claims that could be determined as
between Daymark and the TIC investors including but not limited to
LNR fees of $2,600,000, $6,000,000 of improper management fees and
interest, and over $3,000,000 of improper credit and interest.  

Daymark, which was formerly known as Triple Net Properties Realty
Inc., was an integral part of the TIC interests securities offering
which was structured as a sale of TIC O's ownership of the Market
Street property to the subsequent TIC's, including the Debtors.
According to the Debtors, during the offering process, Daymark
engaged in a pattern and practice of non-disclosure of material
facts while doing business in Pennsylvania acting as a real estate
broker.  Among other things, the Debtors claim that Daymark never
disclosed to them or any of the TICs the fact that it was not
licensed at the time that it received $5,904,000.

A copy of the Debtors' objection to the Dismissal of Motion is
available at:

    http://bankrupt.com/misc/NNN_1818_Market_Obj_Dismissal.pdf

                             Bar Date

In a prior filing, th Debtors requested that the Court establish
April 3, 2015, as the general bar date
.  Proofs of claim must be submitted to:


         Smaha Law Group, APC
         Attn: John L. Smaha, Esq.
         2398 San Diego Avenue
         San Diego, CA 92110

         U.S. Trustee
         Office of the U.S. Trustee
         Attn: Queenie K. Ng
         915 Wilshire Blvd., Suite 1850
         Los Angeles, CA 90017

                   About NNN 1818 Market Street

NNN 1818 Market Street 16, LLC, filed a Chapter 11 bankruptcy
petition on Jan. 5, 2015. The Debtor estimated assets and debt of
$10 million to $50 million.  Two affiliates, NNN 1818 Market
Street
21, LLC and and NNN 1818 Market Street 37, LLC sought bankruptcy
protection on Jan. 6, 2015.  The cases are jointly administered
under the lead case of NNN 1818 Market Street 16, LLC, Case No.
15-10111.

The Debtors are fractional owners of 1818 Beneficial Bank Place, a
37-story, Class-A office building (located in the prestigious West
of Broad office submarket in Philadelphia.  Specifically, the
Debtors are tenants-in-common (TIC) holding 3 of 38 TICs holding
fractional percentage interests in the property located at 1818
Market Street, Philadelphia.

John L. Smaha, Esq., at Smaha Law Group serves as the Debtors'
counsel.


NY MILITARY ACADEMY: March 31 Final Hearing on ITG DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court, authorized, on an interim basis, New
York Military Academy, to obtain debtor-in-possession financing
from ITG Taxable Fund Management LLC.

The Debtor has an immediate need to obtain the financing under the
Cornwall Improvement LLC Senior DIP Credit Facility, in order to,
among things permit the orderly continuation of its operations as a
preparatory school, and pay for certain administrative
expenses incurred in the Chapter 11 case.

The Debtor is unable to obtain financing on more favorable terms
from sources other than Cornwall Improvement LLC.

A final hearing on the matter is scheduled for March 31, 2015, at
12:00 noon.

A reported in the Troubled Company Reporter on March 11, 2015, the
Debtor sought authorization to obtain postpetition financing up to
$2.0 million from ITG.

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

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

                About New York Military Academy

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

The U.S. trustee overseeing the Chapter 11 case of New York
Military Academy said it wasn't able to form a committee of
unsecured creditors.


NY MILITARY: Ambow Education Proposes More Favorable Loan Package
-----------------------------------------------------------------
Ambow Education Holding Ltd., stated that it remains interested in
acquiring substantially all of New York Military Academy' assets
and is prepared to negotiate with the Debtor to provide the Debtor
with a more favorable debtor-in-financing package than the ITG
Taxable Fund Mannagement LLC.

Ambow believes that effectuating the sale of substantially all of
the Debtor's assets through a plan of reorganization will be more
beneficial to the Debtor's creditors because, among other things:

   1. the Debtor would save hundreds of thousands of dollars in
brokerage fees and in property transfer taxes;
  
   2. the Debtor will save over $150,000 in borrowing costs, as
compared to the ITG proposal; and

   3. a much shorter stay in bankruptcy, thus saving the estate
substantial additional sums in administrative expenses.

Ambow proposed, subject to the completion of its due diligence in
an abbreviated time frame, a DIP financing offer that would provide
these terms:

   -- DIP Loan amount not to exceed $1,000,000;

   -- Repaid at the earlier of (a) six months from initial
disbursement; (b) the effective date of the Ambow Plan (as
hereinafter defined); or (c) a default under the loan
documentation;

   -- 7.5% annual, pre-default interest rate.  Default rate of
10%;

   -- Initial disbursement will be $500,000;

   -- Balance of the Ambow Loan will be funded after entry of a
final order;

   -- Ambow or an affiliate of Ambow, will have 90 days from the
date of entry of the final order to conduct due diligence of the
Debtor's assets;

   -- There will be no broker and no brokerage fees in connection
w3ith the DIP financing or the sale of Debtor’s assets under the
Ambow Plan;

   -- In the event that an Ambow Plan will not be filed on or
before the due date, Debtor will either file its own plan of
reorganization or a motion pursuant to Section 363 of the
Bankruptcy Code for the sale of substantially all of the Debtor's
assets, or both.  In the event a sale is to be held, Ambow would
agree to extend the term of the Ambow Loan through the closing of
any such sale.

   -- The purchase price will equal (a) the amount necessary to
satisfy all allowed claims of secured lenders upon terms agreed to
by the Ambow Entity and the respective secured lenders, or as
otherwise ordered by the Court, (b) the amount necessary to
discharge the Ambow Loan, (c) up to $450,000 for the unpaid
property taxes from 2013-2015.

Ambow is represented by:

         Walter H. Curchack, Esq.
         Vadim J. Rubinstein, Esq.
         LOEB & LOEB LLP
         345 Park Avenue
         New York, NY 10154
         Tel: (212) 407-4000

                About New York Military Academy

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

The U.S. trustee overseeing the Chapter 11 case of New York
Military Academy said it wasn't able to form a committee of
unsecured creditors.


ODYSSEY MARINE: Ferlita Walsh Expresses Going Concern Doubt
-----------------------------------------------------------
Odyssey Marine Exploration, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2014.

Ferlita, Walsh, Gonzalez & Rodriguez, P.A., expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has incurred significant losses and may be

unsuccessful in raising the necessary capital to fund operations
and capital expenditures.

The Company reported a net loss of $26.5 million on $1.32 million
in revenue for the year ended Dec. 31, 2014, compared to a net
loss of $10.7 million on $23.9 million of revenues in the same
period last year.

The Company's balance sheet at Dec. 31, 2014, showed $25.09
million in total assets, $35.5 million in total liabilities, and
a stockholders' deficit of $10.4 million.

A copy of the Form 10-K is available at:

                       http://is.gd/TEgtYT

Odyssey Marine Exploration, Inc., is engaged in exploring and
salvaging deep-sea shipwrecks, based in Tampa, Florida.  The
Company was contracted to recover gold and other artifacts from
the shipwreck SS Central America.



OLIN CORP: Chlor-Alkali Acquisition No Impact on Moody's Ba1 Rating
-------------------------------------------------------------------
Moody's Investors Service said that Olin Corporation's (Olin, Ba1
stable) planned acquisition of Dow's chlor-alkali business will
improve scale and earnings diversity. The rating agency stated that
there is no immediate ratings impact for Olin.  Olin said it had
entered into a definitive agreement with Dow Chemical Company (Dow,
Baa2 stable) to acquire Dow's chlorine products, or chlor-alkali,
division for a total consideration of approximately $5.4 billion.
Olin stated that the acquisition will initially be financed with a
combination of debt, equity, and cash. The transaction, subject to
shareholder and regulatory approval, is expected to close by the
end of December 2015. For Olin, the transaction will be
transformative. Olin's fiscal year-end revenues in December 2014
totaled about $2.2 billion, and its EBITDA about $340 million. Pro
forma for the acquisition, these figures will nearly triple, the
new company is expected to have about $7.0 billion in revenues,
with EBITDA around $1.0 billion.

Olin is a Clayton, Missouri (US)-based manufacturer and distributor
of commodity chemicals, and a manufacturer of small caliber,
firearm ammunition. The company operates through three main
segments, (1) chlor-alkali, whose primary products include chlorine
and caustic soda, hydrochloric acid, sodium hypochlorite (bleach),
and potassium hydroxide; (2) chemical distribution, which primarily
manufactures bleach products and distributes these products and
caustic soda; and (3) Winchester, whose primary focus is the
manufacture and sale of small caliber, firearm sporting and
military ammunition.


OLIN CORP: S&P Puts 'BB+' CCR on CreditWatch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Olin Corp. on CreditWatch with negative
implications, indicating S&P could lower the ratings once it
completes its review.  S&P also placed its issue-level ratings on
the company's senior unsecured debt on CreditWatch with negative
implications.

"The CreditWatch placement follows the announcement that Dow plans
to separate a significant portion of its chlorine assets and has
entered into a definitive agreement to merge this business with
Olin in a Reverse Morris Trust transaction," said Standard & Poor's
credit analyst Seamus Ryan.  "We will resolve the CreditWatch
placement based on our view of the company's business and financial
risk profiles, including the company's plans for financing the cash
portion of the transaction and its plans to reduce leverage
following the close of the transaction," said
Mr. Ryan.

The current ratings on Olin reflect the company's good market
position in the cyclical chlor-alkali industry, its continued
development of its more stable and profitable downstream product
lines, and its generally prudent approach to financial policy.  S&P
characterizes Olin's business risk profile as "fair" and its
financial risk profile as "intermediate."

S&P will assess the impact of the planned transaction on Olin's
business and financial risk profiles.  S&P expects to resolve the
CreditWatch listing in the next 90 days once it has further details
about the company's plans to finance the cash portion of the
transaction.  S&P could downgrade the ratings if it expects the
increase in leverage to more than offset the potential improvement
to the business risk profile.



OPTIM ENERGY: Dismissal of Walnut Creek's Standing Motion Upheld
----------------------------------------------------------------
Walnut Creek Mining Company appealed from the May 13, 2014 Opinion
and Order of the U.S. Bankruptcy Court for the District of Delaware
dismissing its Motion for Derivative Standing in the bankruptcy
cases of Optim Energy, LLC, et al.

Walnut Creek, the largest unsecured creditor in the Optim Energy
cases, sought to challenge Cascade Investment LLC's asserted
secured position in Optim's cases.  On April 14, 2014, Walnut Creek
filed its Standing Motion with the intent of commencing an
adversary proceeding against Cascade.

Cascade is listed in the Debtor's bankruptcy schedules as a
creditor holding a claim of approximately $712 million, secured by
substantially all of its assets.

The Bankruptcy Court issued an Opinion and Order denying Walnut
Creek's Standing Motion.  The Bankruptcy Court found no basis for
derivative standing existed because Walnut Creek's Complaint failed
as a matter of law to state claims against Cascade.

On review, Delaware District Court Judge Leonard P. Stark agrees
that the Bankruptcy Court correctly found that Walnut Creek did not
sufficiently state a claim for relief for equitable subordination.
The District Court finds that the Bankruptcy Court did not err by
dismissing Walnut Creek's Standing Motion.

Accordingly, in a March 13, 2015 Memorandum available at
http://is.gd/R1y2dvfrom Leagle.com, the District Court affirmed
the Bankruptcy Court Order.

The appeals case is IN RE: OPTIM ENERGY, LLC, et al. WALNUT CREEK
MINING COMPANY, Appellant, v. CASCADE INVESTMENT, LLC, et al.,
Appellees, BANKR. CASE NO. 14-10262-BLS, CIV. NO. 14-738-LPS.

Optim Energy LLC, Debtor, represented by William Mark Alleman, Jr.,
Morris, Nichols, Arsht & Tunnell LLP & Christopher Mark Hayes,
Morris, Nichols, Arsht & Tunnell LLP.

Walnut Creek Mining Company, Appellant, represented by Michael
William Yurkewicz, Klehr, Harrison, Harvey, Branzburg & Ellers,
Joshua A. Sussberg & Matthew Kapitanyan.

Cascade Investment LLC, Appellee, represented by Pauline K. Morgan,
Young, Conaway, Stargatt & Taylor LLP, Boaz S. Morag, Lindsee P.
Granfield & Margaret Whiteman Greecher, Young, Conaway, Stargatt &
Taylor LLP.

ECJV Holdings LLC, Appellee, represented by Pauline K. Morgan,
Young, Conaway, Stargatt & Taylor LLP & Margaret Whiteman Greecher,
Young, Conaway, Stargatt & Taylor LLP.

Optim Energy LLC, Appellee, represented by William Mark Alleman,
Jr., Morris, Nichols, Arsht & Tunnell LLP, Christopher Mark Hayes,
Morris, Nichols, Arsht & Tunnell LLP & Rachel B. Goldman.

                           About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar
Bayou plant in Chambers County, Texas.  The Altura and Cedar Bayou
plants are fueled by natural gas, and the third is coal-fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC,
disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


PENN PRODUCTS: Moody's Assigns Ba2 Rating to $700MM Secured Debt
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $700 million
senior secured credit facilities to be issued by Penn Products
Terminals, LLC ("PPT"). The $700 million in credit facilities is
made up of a $575 million 7-year Senior Secured Term Loan B, due
2022, and a $125 million 5-year Revolving Credit Facility, due
2020. PPT is being acquired by an affiliate of ArcLight Energy
Partners Fund VI, LP ("ArcLight" or "Sponsor"). Loan proceeds
together with Sponsor equity of about $593 million will be used to
purchase PPT as well as pay transaction fees. PPT's rating outlook
is stable.

PPT owns and operates a network of 12 refined products storage
terminals in Pennsylvania with over 9 MMBbls of storage capacity.
PPT generates revenues through two main business lines: Wholesale
Distribution, in which volumes are purchased, hedged, and sold on a
wholesale basis to petroleum product distributors; and Third Party
Storage & Services, whereby volumes are stored/transported on a fee
basis on behalf of throughput customers.

The Ba2 rating reflects the relative stability of the company's
cash flows, underpinned by a uniquely strong market position in
Pennsylvania being the dominant provider of refined products
storage throughout most of the state. Although revenues and cash
flows are not supported by long-term contracts, PPT customers
generally have long-tenured relationships with PPT with high
renewal rates, which provides revenue and cash flow stability, all
of which is fortified by relatively high obstacles to entry. The
Ba2 rating also reflects the low operating risks associated with
this storage business, the synergistic and commercial benefits of
being the state's dominant provider of refined products storage, as
well as the firm's strong access to various means of transportation
(rail, barge, truck and pipeline) for its products. The rating
further recognizes some diversification that exists within its
customer base and the quality, conservatism and experience of its
management team, which built this business platform with no debt in
the capital structure.

The rating also considers the modest amount of permanent leverage
anticipated in the capital structure following transaction close,
which produce relatively strong financial metrics. For example,
based upon the Moody's Base Case, which assumes lower overall gross
margins in the Wholesale Distribution and Third Party Storage
businesses, the ratio of funds from operations (less maintenance
capital expenditures) to total debt averages 14% over the first 5
years of the deal, which strongly positions the company's within
the current rating category. Furthermore, the capital structure at
financial close will have almost $600 million of equity,
representing 50% of the capital structure, and a large capital
stake for the Sponsor.

The Ba2 rating takes into consideration the potential commodity
risk in operating a portion of its business. PPT's Wholesale
Distribution business, the larger of the two businesses and
representing about 57% of PPT's gross margin in 2014, has some
product commodity price exposure. High product turnover limits the
amount of inventory PPT carries, and PPT attempts to mitigate the
commodity risk it has by utilizing a hedging strategy using NYMEX
futures contracts. According to PPT management, the company's
unhedged inventory is limited to about 3 days of refined petroleum
products, which would seem to limit commodity risk exposure, given
the expectation that prices would not move dramatically in such a
short time frame. While the Ba2 rating incorporates that
expectation, the rating recognizes the possibility of future
volatility in prices and margins. PPT's other business, the Third
Party Storage & Services business, is a fee based business where
PPT does not take title to the products it stores for customers.
PPT earns revenues and cash flow from fees on a per gallon
volumetric basis set by contracts with its customers. The contracts
are usually for 1 year or less and are annually renewed. PPT has
long tenured relationships with many of its customers, which helps
to provide a degree of stability to the cash flows.

Terms of the financing are not expected to substantially lower
leverage as debt repayment is limited to the 1% scheduled
amortization, and there is no excess cash flow sweep, resulting in
refinancing risk. Creditors do benefit from a collateral package
that includes a perfected security interest in substantially all
the assets of PPT, and there is a financial covenant based upon a
maximum leverage threshold. However, the lack of other typical
project finance structural features, such as a trustee administered
cash flow waterfall and a dedicated debt service reserve fund, the
lack of any real deleveraging, and the ability to incur additional
indebtedness (albeit with certain limitations) all weaken creditor
protections and provide additional flexibility for the borrower and
Sponsor. Liquidity needs, which are expected to be modest, will be
provided by a $125 million secured revolver that ranks pari-passu
with the secured term loan.

The stable outlook reflects the expectation that PPT's mix of
business will generate relatively stable margins and cash flows,
given PPT's dominant position and the firm's long-tenured customer
relationships. There are limited prospects for positive rating
action given the permanent leverage contemplated in the capital
structure.

Positive trends that could lead Moody's to consider an upgrade
would include actual deleveraging and pay-down of debt, the signing
of longer term contracts that provide for greater certainty to the
cash flows, a sustained expansion of the margins for both
operations, which leads to substantially better results than
projected base case financial performance.

The rating could face downward pressure if there were to be greater
exposure to commodity price volatility, if substantial operating
performance difficulties surfaced, or if margins compressed on a
sustained basis leading to weaker than expected credit metrics.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

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

Penn Products Terminals, LLC ("PPT") owns and operates a network of
12 refined products storage terminals in Pennsylvania with over 9
MMBbls of storage capacity. Founded in 1924, PPT primarily stores
gasoline, diesel fuel, heating oil, and other refined products for
sale to end users in Pennsylvania. It is being acquired by an
affiliate of ArcLight Energy Partners Fund VI, LP ("ArcLight").
ArcLight is an affiliate of ArcLight Capital, which is an
energy-focused investment firm formed in 2001. The firm has
invested over $3.8 billion in midstream infrastructure, including
storage terminals, pipelines and gathering/processing systems.


PITT PENN: Trustee Says Bid to Revoke Plan Confirmation Deficient
-----------------------------------------------------------------
Norman L. Pernick, Chapter 11 trustee for Pitt Penn Holding Co.,
Inc., et al., objected to the motion of Michael C. Esposito to
revoke confirmation of the Chapter 11 Plan of Reorganization for
Industrial Enterprises of America, Inc.

According to the Trustee, Mr. Esposito is not a creditor of IEAM or
any other affiliated Debtor.  His interest in the cases is, at
most, that of a shareholder and a defendant in an adversary
proceeding that was commenced by the Debtors and now is being
prosecuted by the trustee.

The Trustee also said that the motion to revoke is procedurally
deficient and substantively without any merit, and must be denied.

According to the Trustee, any suggestion by Mr. Esposito that The
trustee has not properly provided or disclosed information to the
Court is not true.  For example, the trustee has regularly filed
monthly operating reported, filed and presented orally numerous
detailed status reports advising the Court and parties-in-interest
as to the status of the cases.

On Feb. 23, Mr. Esposito filed the motion, stating that the Court
filed on Aug. 29, 2014, an order confirming the trustee's Plan of
Liquidation for IEAM, and approving certain matters related to Pitt
Penn Oil.

Mr. Esposito asserted that since the confirmation hearing, IEAM has
incurred over $1.3 million of professional fee billings.  If the
Plan was to go effective, the cash deficit to go effective would be
well over $2 million.  Since there is no effective date in sight,
however, the figure will only materially increase over the ensuing
months.

                             About Pitt Penn

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed
voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11475 and 09-11476) on April 30, 2009.  Industrial Enterprises
of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter
11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009.
EMC Packaging, Inc., filed a voluntary petition for Chapter 11
relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009.  Unifide
Industries, LLC, and Today's Way Manufacturing LLC, each filed a
voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's
Way.  PPH, through its wholly owned subsidiary, PPO, was a leading
manufacturer, marketer and seller of automotive chemicals and
additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PLATTSBURG SUITES: Lender Wants to Investigate Affiliations
-----------------------------------------------------------
Lender Stabilis Fund II, LLC, responded to the motion of William K.
Harrington, the U.S. Trustee for Region 2, to appoint a trustee in
the Chapter 11 case of Plattsburgh Suites, LLC, stating that it
agreed with the U.S. Trustee that the Debtor should not be placed
in control and possession of its assets.

According to the lender, the Debtor, in response, asserted that the
real property taxes identified by the U.S. Trustee are not due
until April.  In addition, the Debtor alleged that the connection
of various unsecured creditors to the Debtor are, perhaps, more
attenuated than the U.S. Trustee suggested.

Lender further agreed with the U.S. Trustee that Michael Uccellini
or other entities owned or controlled by him may not be in a
position to appropriately manage the Debtor's business operations.


Lender also believed that further inquiry is necessary before it is
prepared to take a position on the question of who should
ultimately control the Debtor's assets.  In particular, lender
would like to investigate the affiliations between the Debtor, the
current property manager acting under the receiver, and the
Debtor's apparently connected unsecured creditors.

As reported in the Troubled Company Reporter on March 13, 2015, the
U.S. Trustee noted that the Debtor has not had possession of its
assets since Nov. 26, 2013, when a receiver was appointed.  The
receiver was appointed as a result of Stabilis Fund II, LLC v.
Plattsburgh Suites, LLC, et al.  The creditor obtained a judgment
of foreclosure.  The receiver is Jonathan B. Schultz.

The receiver remains in possession or control of all the Debtor's
assets including significant accumulated cash, in excess of
$760,000.  The receiver retained the existing property manager
Plattsburgh Manager, LLC, as the day-to-day operator of the
Debtor's premises.

On Feb. 6, 2015, the U.S. Trustee inquired and was informed by the
Receiver's office that the real estate taxes due Jan. 31, 2015,
were not paid.  Section 1112(b)(4)(I) of the Bankruptcy Code states
that the Court may convert or dismiss a chapter 11 case for
"failure to timely pay taxes owed after the date of the order for
relief or to file tax returns due after the date of the order for
relief."  Therefore, the Receiver has created a ground, pursuant to
11 U.S.C. Sec. 1112(b)(4)(I), to convert or dismiss the case, the
U.S. Trustee told the Court.

                     Authorized Representative

The U.S. Trustee doesn't want Michael J. Uccellini, who signed the
bankruptcy petition, to manage the property.  According to the U.S.
Trustee, due to Mr. Uccellini's direct pecuniary interests in
various affiliates and creditors of the Debtor, it appears that Mr.
Uccellini lacks the kind of independence necessary to appropriately
manage the Debtor during reorganization.

The petition and schedules are signed by Michael J. Uccellini, as
"Authorized Representative of Majority Member."  Mr. Uccellini is
one of two co-executors of the Estate of Walter F. Uccellini. The
Estate of Walter F. Uccellini is listed as an unsecured creditor
with a claim in the amount of $2,058,242.  The United Group of
Companies, Inc. is an affiliate of the Debtor and is listed as an
unsecured creditor with a claim in the amount of $550,000.  Mr.
Uccellini is President and CEO of United Group of Companies, Inc.
Plattsburgh Manager is an affiliate of the Debtor and conducts the
day-to-day operations of the Debtor.  DCG/UGOC Income Fund LLC is
an investment vehicle that Michael J. Uccellini personally invested
in.  DCG/UGOC Income Fund LLC is listed as an unsecured creditor
with a claim in the amount of $9,695,415.

                        Debtor Reacts

The Debtor said the U.S. Trustee's allegations are without merit
and not supported by taxes.

Richard L. Weisz, Esq., at Hodgson Russ LLP, counsel to the Debtor,
explained that real property taxes are billed by the City of
Plattsburgh and are not due until April.  No postpetition real
property tax payments have been missed.

In addition, according to Mr. Weisz, while it is true that an
affiliate of the Debtor, United Realty Management has been manager
of the property for both the Debtor and the Receiver, United
Realty's management has protected the Estate.  United Realty is an
accredited management organization and during its management,
student retention in the college residence has exceeded 30 percent
whinle the national average is 20 percent.  Revenue for the past
two years has been over $2 million while operating expenses have
been approximately $1 million.  United Realty charges a 5 percent
management fee, which is commensurate with the market.

Stabilis Fund is represented by:

         John D. Rodgers, Esq.
         DEILY & GLASTETTER, LLP
         8 Thurlow Terrace
         Albany, NY 12203
         Tel:(518) 436-0344
         E-mail: jrodgers@deilylawfirm.com

                         About the Debtor

Plattsburgh Suites, LLC, owns one parcel of real estate, an
off-campus student housing complex adjacent to SUNY Plattsburgh.
The property has been in a possession of a receiver since November
2013.

Plattsburgh Suites 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.

In an amended schedules, the Debtor disclosed $15,700,000 in assets
and $32,088,977 in liabilities as of the Chapter 11 filing.



RADIOSHACK CORP: Creditors Demand Access in Officer Probe
---------------------------------------------------------
Law360 reported that unsecured creditors urged U.S. Bankruptcy
Judge Brendan Linehan Shannon in Delaware to order cooperation from
Radioshack Corp. in an investigation of its top executives,
attacking its refusal to divulge privileged communications or let
its former financial chief answer questions.  According to the
report, the creditors said in a letter that RadioShack should not
be permitted to hold back intercompany conversations and other
details surrounding the decisions made in the contentious and
well-publicized run-up to its Chapter 11.

                  About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015.  The petitions were signed by Joseph C. Maggnacca,
chief executive officer.  Judge Kevin J. Carey presides over the
case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities, and a
$63 million total shareholders' deficit.

The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.  The Committee has retained
Cooley LLP as co-counsel.


RADIOSHACK CORP: Gets Final Approval to Obtain $285MM in DIP Loan
-----------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan Linehan Shannon
in Delaware signed a final order authorizing RadioShack Corp. to
obtain $285.3 million from a debtor-in-possession financing
package, which is led by hedge fund manager DW Partners LP and
allows the troubled electronics retailer to continue operating and
sell off most of its remaining assets.

According to the report, the order comes weeks after the court
allowed RadioShack to tap $10 million as the retailer proceeds with
store closings and sells off locations.

                  About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015.  The petitions were signed by Joseph C. Maggnacca,
chief executive officer.  Judge Kevin J. Carey presides over the
case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities, and a
$63 million total shareholders' deficit.

The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.  The Committee has retained
Cooley LLP as co-counsel.


RADIOSHACK CORP: Refutes U.S. Trustee's Scrutiny Over Professionals
-------------------------------------------------------------------
Law360 reported that RadioShack Corp., et al., urged the U.S.
Bankruptcy Court in Delaware to overrule the U.S. Trustee's
objections to the Debtors' request to employ Harry Wilson's MAEVA
Group LLC as a restructuring adviser, contending that the
bankruptcy watchdog has not identified anything the firm actually
did wrong.

According to the report, in a letter to U.S. Bankruptcy Judge
Brendan L. Shannon, RadioShack attorney Gregory M. Gordon of Jones
Day refuted allegations from the U.S. trustee's office that MAEVA
didn't make timely disclosures of a supposed prepetition
relationship with an affiliate of major creditor Standard General
LP, and that MAEVA CEO Wilson and President Michael Cole were at
one point slated to hold high-level positions with the debtor.  Mr.
Gordon wrote that while the agreements RadioShack struck with MAEVA
gave officer-type titles to Cole and Wilson, their roles were
advisory, not managerial, the Law360 report related.

                  About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015.  The petitions were signed by Joseph C. Maggnacca,
chief executive officer.  Judge Kevin J. Carey presides over the
case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities, and a
$63 million total shareholders' deficit.

The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.  The Committee has retained
Cooley LLP as co-counsel.


RADIOSHACK CORP: Salus Sues Hedge Funds for $129-Mil. Payback
-------------------------------------------------------------
Law360 reported that RadioShack Corp. creditor Salus Capital
Partners LLC filed an adversary complaint against the hedge fund
lenders financing the bankrupt retailer's sale strategy, disputing
Standard General LP's right to credit bid on assets and demanding
$129 million in loan repayments.

According to the report, Salus accused Standard General and other
hedge funds of collecting payments since October on what were
actually subordinated loans.  The lawsuit, the report said, centers
around an October financing arrangement by which Standard General,
along with other hedge funds, joined with RadioShack to restructure
a $585 million asset-based credit line and squeeze out more
short-term liquidity.

                  About Radioshack Corporation

Fort Worth, Texas-based RadioShack (NYSE: RSH) --
http://www.radioshackcorporation.com/-- is a retailer of mobile
technology products and services, as well as products related to
personal and home technology and power supply needs.  RadioShack's
retail network includes more than 4,300 company-operated stores in
the United States, 270 company-operated stores in Mexico, and
approximately 1,000 dealer and other outlets worldwide.

RadioShack Corporation and affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on
Feb. 5, 2015.  The petitions were signed by Joseph C. Maggnacca,
chief executive officer.  Judge Kevin J. Carey presides over the
case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

The Debtors disclosed total assets of $1.2 billion, versus total
debt of $1.3 billion.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities, and a
$63 million total shareholders' deficit.

The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.  The Committee has retained
Cooley LLP as co-counsel.


RANCH 967: Taps Hohmann Taube as Counsel
----------------------------------------
Ranch 967 LLC asks for permission from the U.S. Bankruptcy Court
for the Western District of Texas to employ Hohmann, Taube &
Summers, LLP as counsel, nunc pro tunc to the March 3, 2015
petition date.

The Debtor requires Hohmann Taube to:

   (a) advise the Debtor as to its rights and responsibilities;

   (b) take all necessary action to protect and preserve the
       estate of the Debtor including, if necessary, the
       prosecution of actions or adversary or other proceedings on

       the Debtor's behalf;

   (c) develop, negotiate and promulgate sales procedures for the
       assets of the Debtor;

   (d) prepare on behalf of the Debtor all necessary applications,

       motions, and other pleadings and papers in connection with
       the administration of the estate; and

   (e) perform all other legal services required by the Debtor in
       connection with this Chapter 11 case.

Hohmann Taube will be paid at these hourly rates:

       Attorneys             $225-$550
       Paralegal             $80-$165

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

Hohmann Taube received a retainer of $14,582.58, which includes the
filing fee (the "Retainer").

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

Hohmann Taube can be reached at:

       Eric J. Taube, Esq.
       HOHMANN, TAUBE & SUMMERS, LLP
       100 Congress Avenue, 18th Flr.
       Austin, TX 78701
       Tel: (512) 472-5997
       Fax: (512) 472-5248
       E-mail: erict@hts-law.com

Ranch 967 LLC, a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March
3, 2015.  The petition was signed by Frank J. Carmel as managing
member.  The Debtor estimated assets and liabilities of $10 million
to $50 million.  Eric J. Taube, Esq., at Hohmann Taube & Summers,
LLP, represents the Debtor as counsel.  Judge Tony M. Davis
presides over the case.


RIENZI & SONS: Names MSC as Financial Advisors
----------------------------------------------
Rienzi & Sons, Inc. asks for permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Management
Services Consultants LLC ("MSC") as financial advisors to the
Debtor, nunc pro tunc to the March 3, 2015 petition date.

The Debtor requires MSC to:

   (a) develop, in conjunction with the Debtor's financial
       department, a 13-week cash flow forecast incorporating the
       financial implications of a bankruptcy filing, including
       monitoring of weekly budget to actual results;

   (b) advise the Debtor with cash conservation measures and
       assist with implementation as requested;

   (c) assist the Debtor with the preparation of all filings
       required in the Chapter 11 process, including schedules of
       assets and liabilities, statements of financial affairs,
       monthly operating reports, etc.;

   (d) conduct various financial analyses, as requested, including

       review of financial projections and liquidity needs;

   (e) assist in the various aspects of the reorganization process

       including the preparation or review of a business plan,
       plan of reorganization and financial information to be
       included in the disclosure statement etc.;

   (f) meet with attorneys, creditors' committee professionals and

       creditors' committee;

   (g) assist the Debtor in determining the best course of action
       (asset sale vs. plan of reorganization), as required;

   (h) preparation or review of claims analysis and liquidation
       analysis;

   (i) provide specialized tax consulting services as needed and
       requested regarding the implication of a plan of
       reorganization;

   (j) provide litigation support to the Debtor's counsel, as
       Warranted; and

   (k) perform other necessary services as the Debtor or its
       counsel may request from time to time with respect to the
       financial, business and economic issues that may arise.

MSC will be paid at these hourly rates:

       Peter Gilio          $150
       Gerry Egan           $150
       David Rauch          $300
       Partner              $400

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

The Debtor paid MSC a $7,500 retainer on Feb. 18, 2015, of which
$3,038 has been applied to pre-petition restructuring services
provided to the Debtor.  MSC intend to use the balance of the
retainer ($4,462) towards allowed post-petition fees and expenses.
As of the Petition Date, the Debtor does not owe MSC any fees.

Barry Sorrentino, co-founder and managing partner of MSC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

MSC can be reached at:

       Barry Sorrentino
       MANAGEMENT SERVICES CONSULTANTS LLC
       450 Seventh Avenue, Suite 1300
       New York, NY 10123
       Tel: (212) 997-6844
       Fax: (212) 997-6848
       E-mail: barrymsc@mscllc.com

Rienzi & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor estimated assets
and debts of $10 million to $50 million. Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor.  Judge Nancy Hershey Lord
presides over the Chapter 11 case.


RIENZI & SONS: Taps Ballon Stoll as Bankruptcy Counsel
------------------------------------------------------
Rienzi & Sons, Inc. asks for permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Ballon Stoll
Bader & Nadler, P.C. as bankruptcy counsel, nunc pro tunc to the
March 3, 2015 petition date.

The Debtor requires Ballon Stoll to:

   (a) advise the Debtor of its rights, powers and duties as a
       debtor-in-possession in continuing to operate and manage
       its business and assets;

   (b) advise and consult the Debtor on the conduct of the
       Chapter 11 case including all of the legal and
       administrative requirements of operating in Chapter 11;

   (c) attend meetings and negotiations with representatives of
       creditors and other parties-in-interest;

   (d) take all necessary actions to protect and preserve Debtor's

       estate, including prosecuting actions on Debtor's behalf,
       defending any action commenced against the Debtor and
       representing the Debtor in negotiations concerning
       litigation in which the Debtor is involved, including
       objections to claims filed against the Debtor's estate;

   (e) review the nature and validity of agreements relating to
       Debtor's business and property and advise the Debtor in
       connection therewith;

   (f) review the nature and validity of liens, if any, asserted
       against the Debtor and advise as to the enforceability of
       such liens;

   (g) advise the Debtor concerning the actions the Debtor might
       take to collect and recover property for the benefit of its

       estate;

   (h) prepare on the Debtor's behalf all necessary and
       appropriate applications, motions, pleadings, orders,
       notices, petitions, schedules, and other documents and
       review all financial and other reports to be filed in the
       Debtor's Chapter 11 case;

   (i) advise the Debtor concerning, and preparing responses to,
       applications, motions, pleadings, notices, and other papers

       which may be filed in the Debtor's Chapter 11 case;

   (j) represent the Debtor in connection with obtaining authority

       to continue using cash collateral and post-petition
       financing;

   (k) appear before the Court and any appellate courts to
       represent the interests of the Debtor's estate;

   (l) advise the Debtor concerning tax matters;

   (m) advise the Debtor in connection with any potential sale of
       assets;

   (n) counsel Debtor in connection with formulation, negotiation
       and promulgation of a Chapter 11 Plan; and

   (o) perform all other legal services for and on behalf of the
       Debtor which may be necessary or appropriate in the
       administration of its Chapter 11 case.

Ballon Stoll will be paid at these hourly rates:

       Members                   $250-$535
       Associates                $195-$345
       Paralegals                $95-$195

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

As set forth in the Roldan Declaration, on Feb. 18, 2015, the
Debtor paid $25,000 to Ballon Stoll as retainer.  On March 3, 2015,
the Debtor paid $20,000 to Ballon Stoll as another retainer.  The
two retainers were applied prior to the Debtor's petition filing
and there is approximately left on the retainer.

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

Ballon Stoll can be reached at:

       Vincent J. Roldan, Esq.
       BALLON STOLL BADER & NADLER, P.C.
       729 Seventh Avenue, 17th Floor
       New York, NY 10019
       Tel: (212) 575-7900
       Fax: (212) 764-5060
       E-mail: vroldan@ballonstoll.com

Rienzi & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015.  The petition was
signed by Michael Rienzi as president.  The Debtor estimated assets
and debts of $10 million to $50 million. Vincent J Roldan, Esq.,
and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler
P.C., serve as counsel to the Debtor.  Judge Nancy Hershey Lord
presides over the Chapter 11 case.


SABRE HOLDINGS: S&P Assigns 'B+' Rating on $530MM Sr. Sec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Sabre Holdings Corp.'s proposed
$530 million senior secured notes due 2023.  The recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%; high
end of the range) of principal in the event of a payment default.
Sabre GLBL Inc., a subsidiary of Sabre Holdings, will issue the
notes.  Sabre Holdings and its subsidiaries that guarantee the
existing credit facility will guarantee the notes on a secured
basis.

Sabre Holdings will use net proceeds from the debt offering to
fully repay its outstanding $480 million notes due 2019 and for
general corporate purposes, including acquisitions.  The
transaction, as proposed, does not increase Sabre Holdings'
adjusted debt leverage, which was 4.3x as of Dec. 31, 2014.

For 2015, S&P is expecting mid-single-digit percentage revenue and
EBITDA growth.  S&P is also assuming low- to mid-single percentage
revenue growth at the company's Sabre Travel Network business and
double-digit percentage revenue growth at its Sabre Airline
Solutions and Sabre Hospitality Solutions business.  S&P expects
that debt leverage will decrease modestly from current levels,
barring any incremental debt issuance.

RATINGS LIST

Sabre Holdings Corp.
Corporate Credit Rating                       B+/Stable/--

New Ratings

Sabre GLBL Inc.
$530 million senior secured notes due 2023    B+
  Recovery Rating                              3H



SAN BERNARDINO, CA: Reveals Details of Deal with CalPERS
--------------------------------------------------------
Tim Reid, writing for Reuters, reported that the bankrupt city of
San Bernardino has revealed details of its deal with California's
public pension system, Calpers, in which the retirement fund will
be paid in full under the city's bankruptcy exit plan.

According to Reuters, under the deal with Calpers, the city agreed
to pay it in full under its bankruptcy plan, which it must issue by
May 31, and to "ratify" its relationship with Calpers.  To repay
the arrears, the city paid $1.5 million to Calpers in May 2014, and
agreed to pay roughly $600,000 a month for two years between July
2014 and June 2016, the Reuters report related.  The city also
agreed to pay five annual payments of $400,000 to settle fines,
penalties and interest, Reuters added.

EEPK, the Luxembourg-based bank that holds those bonds, and Aambac
Assurance Co., the company insuring some of them, sued the city in
January, alleging that they should be treated the same as CalPERS
because those bonds paid the same pension debt.  Dale Kasler,
writing for The Sacramento Bee, reported that the city has filed a
motion seeking dismissal of the suit, saying EEPK and Ambac's
argument "transcends novelty" and is "made out of whole cloth."

A hearing is set for May 11 in U.S. Bankruptcy Court in Riverside,
the Sacramento Bee report said, while the city is expected to file
a plan detailing how it would treat EEPK and Ambac's debts, as well
as other obligations, by May 30 following delays in getting city
records needed for the completion of a plan.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SEASIDE ENGINEERING: 11th Cir. Upholds Approval of Amended Plan
---------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit found that the
Bankruptcy Court committed no reversible error by approving the
Second Amended Chapter 11 Plan of Seaside Engineering & Surveying,
Inc..

A copy of the Eleventh Circuit's March 12, 2015 order is available
at http://is.gd/pSVyPEfrom Leagle.com.

Seaside proposed to reorganize and continue operations as the
entity Gulf Atlantic, LLC, an entity managed by John Gustin, James
Mainor, Ross Binkley, and Bowden, and owned by four members, the
respective irrevocable family trust of each manager.  The outside
equity holders would receive promissory notes with interest
accruing at a rate of 4.25% in exchange for their interest in
Seaside and thus be excluded from ownership in Gulf.  The
bankruptcy court approved the Second Amended Plan of
Reorganization, over objection of SE Property Holdings, LLC, and
affiliated entity Vision-Park Properties, LLC, valuing Seaside at
$200,000. The district court affirmed the bankruptcy court.  Vision
appealed from the district court's order upholding the bankruptcy
court decision.

The appeals case is In Re: SEASIDE ENGINEERING & SURVEYING, INC.,
Debtor. SE PROPERTY HOLDINGS, LLC, Claimant-Appellant, v. SEASIDE
ENGINEERING & SURVEYING, INC., Defendant-Appellee, NO. 14-11590
(11th Cir.).

Seaside Engineering & Surveying, Inc., is a civil engineering and
surveying firm that conducts forms of technical mapping.  It filed
for bankruptcy on October 7, 2011 (Bankr. N.D. Fla., Case No.
11-31637).  Teresa M. Dorr, Esq. of Zalkin Revell, PLLC represents
the Debtor.


SHRI SAIBABA: America's Best Value Inn Worth $820,000, Court Says
-----------------------------------------------------------------
America's Best Value Inn, a motel complex in Smithfield, North
Carolina, owned by debtor Shri Saibaba LLC is worth $820,000,
Bankruptcy Judge David M. Warren in Raleigh, North Carolina, ruled
on Friday.

Judge Warren also ruled that New Peoples Bank, Inc. has a secured
claim in that amount, and the balance of NPB's claim will be
treated as a general unsecured claim.

The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 14-01403) on March 10,
2014.

The Motel secures a debt to NPB.  NPB filed a proof of claim on May
23, 2014, asserting a secured claim in the amount of
$1,673,591.89.

The Debtor valued the Motel at $1,400,000.  The Debtor's Chapter 11
Plan of Reorganization filed on June 10, 2014, proposed to treat
NPB's claim as secured to the extent of $1,000,000, with any
remaining portion of NPB's claim to be treated as a general
unsecured claim.  The Bank objected.

On October 20, 2014, the Debtor filed a Second Chapter 11 Plan
valuing the Motel at $580,000.  NPB objected to confirmation of the
Plan, approval of the Disclosure Statement, and valuation of
Collateral.  The court postponed the hearing on confirmation of the
Second Plan until it can determine the value of the Motel.

NPB asserts the value of the Motel is $900,000.

In its March 27 Valuation Order, a copy of which is available at
http://is.gd/YQXYkRfrom Leagle.com, the Court said the Debtor may
amend its Second Plan to reflect the value of the Motel.


SIERRA RESOURCE: Chapter 11 Petition Filed
------------------------------------------
BankruptcyData reported that Sierra Resource Group filed for
Chapter 11 protection with the U.S. Bankruptcy Court in the
District of Nevada, Case No. 15-11426.

According to the report, the Company, which explores mineral
resource properties, is represented by Seth Ballstaedt of
Ballstaedt Law Firm.  Sierra Resource Group's most recent filing
with the U.S. Securities and Exchange Commission, in April 2014,
announced that the Company would be unable to file its 10-K by the
required deadline.  Similarly, the Court docketed a notice of
incomplete and/or deficient filing with the Company's Chapter 11
petition.  The U.S. Trustee assigned to the case scheduled an April
23, 2015, 341-Meeting of Creditors, BData said.



STANDARD REGISTER: U.S. Trustee Objects to Proposed Break-Up Fee
----------------------------------------------------------------
The U.S. Trustee assigned to the Chapter 11 cases of Standard
Register Company, et al., objected to the proposed bidding
procedures, specifically the proposed break-up fee and expense
reimbursement for the stalking horse bidder, various news sources
report.

According to BankruptcyData, the U.S. Trustee asserts, "The Debtors
commit a logical fallacy by asserting that the proposed Break-Up
Fee and Expense Reimbursement induced Silver Point to make an
initial bid. Silver Point was already induced to bid on the ABL
Priority Collateral by the risk of foreclosure by the oversecured
senior lienholder, as such a foreclosure would extinguish Silver
Point's junior lien. Silver Point is further induced to bid on all
of the Debtors' assets by its own need to liquidate its collateral
as the lowest possible cost....The Debtors commit a second logical
fallacy by asserting that proposed Break-Up Fee and Expense
Reimbursement are appropriate because Silver Point's bid
establishes a "floor" on the sale price of the Debtor's assets,
enabling the Debtors to seek better offers without losing Silver
Point's purchase commitment....The U.S. Trustee respectfully
submits that because Silver Point is already recovering expenses in
its capacity as a secured creditor and DIP financing lender, a
$750,000 reserve for Stalking Horse Expense Reimbursement should be
more than adequate. To the extent any greater amount is sought, the
Debtors and Silver Point should be required to provide an itemized,
good-faith estimate and expense budget."

Law360 pointed out that Standard Register proposes to pay 2% of the
$275 million stalking horse bid from a group led by Silver Point
Capital LP as break-up fee if another bidder emerges as the winning
bid.  According to Law360, the U.S. Trustee argued that the breakup
fee is not necessary to induce the lender to make an initial bid,
in part because it is already motivated by a need to liquidate its
collateral at the lowest possible cost.

Moreover, the bankruptcy watchdog argues that proposed 1.5 percent
expense reimbursement, which amounts to more than $4 million, is
not only much more than the actual costs Silver Point would incur,
but could also scare off any suitor thinking about participating in
the auction, Law360 further related.  An expense reimbursement of
$750,000 would be "more than adequate," along with a request for
any greater amount by an itemized good-faith budget, the U.S.
Trustee argued, Law360 added.

                      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 and 10 affiliated debtors sought
Chapter 11 protection in Delaware 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 cases are pending before the Honorable Judge Brendan L.
Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.


TOLLENAAR HOLSTEINS: Court Approves Appointment of Ch. 11 Trustee
-----------------------------------------------------------------
The Bankruptcy Court granted the motion to appoint a Chapter 11
trustee in the Chapter 11 cases of Tollenaar Holsteins, et al.

The hearing on the matter was considered at a Feb. 24 hearing which
was continued until  March 4, March 10 and March 17.

Bank of the West, a creditor, sought the appointment of a trustee.
The Bank stated that, among other things:

   -- it has lost confidence in the Debtors' ability to manage
their dairy farm operations;

   -- the Debtors are incompetent; and

   -- the current management of the Debtors had grossly mismanaged
their dairy farm operations.

The Bank also said that appointing a trustee because it is in the
best interest of creditors and the estate.

Gerrit Bruins expressed support of the motion to appoint trustee.

                     About Tollenaar Holsteins

Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch,
LLC, filed Chapter 11 bankruptcy petitions (Bankr. E.D. Cal. Lead
Case No. 15-20840) on Feb. 4, 2015.  Tami Tollenaar signed the
petitions as general partner.  Judge Christopher D. Jaime is
assigned to the cases.  Felderstein Fitzgerald Willboughby &
Pascuzzi LLP serves as the Debtors' counsel.  The Debtors estimated
assets and liabilities of at least $10 million.



TOLLENAAR HOLSTEINS: Motion to Use Cash Collateral Deemed Moot
--------------------------------------------------------------
U.S. Bankruptcy Judge Christopher D. Jaime, in a civil minute order
dated March 19, 2015, denied as moot Tollenaar Holsteins, et al.'s
motion to use cash collateral.

The Court previously entered an interim order authorizing use of
cash collateral until Feb. 24.

Hearings on the matter were held on Feb. 24, and on March 10.

Bank of the West, Hartford Life and Accident Insurance Co., A.L.
Gilbert Company, Associated Feed, Gavilon, LLC, Foster Farms, Penny
Newman and Mesa Verde will receive replacement liens on the
proceeds from the sale of the secured creditors' collateral or on
the monies received for milk produced by the Debtor's cows to the
extent of any diminution of their interest in the existing
collateral.

As reported in the Troubled Company Reporter on Feb. 11, 2015, the
Debtors will use cash collateral securing the Debtor's indebtedness
from feed suppliers Furst McNess Co., Alan Ritchey Inc.,
Diversified Ingredients, Rising Phoenix Farms, LLC, Frontier
Trading, Inc.

According to Jason E. Rios, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP, in Sacramento, California, the feed
suppliers are owed money by the Debtor and may assert dairy liens.

The Secured Creditors may have security interests in the cash
collateral to be used.

Mr. Rios told the Court that the cash collateral sought to be used
constitutes the sole source of funds to operate the Debtor's
business.  Unless the Court permits immediate use of the cash
collateral, the Debtor will be unable to pay employees and
suppliers and otherwise will be unable to continue the business or
preserve the value of the estate's assets, Mr. Rios related.

Bank of the West, which extended secured prepetition loans totaling
approximately $4,400,000, complained that it has had insufficient
time to analyze the Debtor's proposed budget and the terms for the
use of cash collateral.  The Bank says it has consented to the use
of its cash collateral in the amount of approximately $12,000 to
provide the Debtor's dairy operations with food and gasoline to
operate machinery in the interim.  If necessary, the Bank is
willing to consent to use of its cash collateral to provide
additional feed and gas to maintain the dairy herd until a
continued hearing can be held.

                     About Tollenaar Holsteins

Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch,
LLC, filed Chapter 11 bankruptcy petitions (Bankr. E.D. Cal. Lead
Case No. 15-20840) on Feb. 4, 2015.  Tami Tollenaar signed the
petitions as general partner.  Judge Christopher D. Jaime is
assigned to the cases.  Felderstein Fitzgerald Willboughby &
Pascuzzi LLP serves as the Debtors' counsel.  The Debtors estimated
assets and liabilities of at least $10 million.


TOUSA INC: Jefferies Claim Has Senior Status, 11th Circuit Says
---------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit
affirmed rulings by both the Bankruptcy Court and District Court in
favor of Jefferies Leveraged Credit Products, LLC and Castle Creek
Arbitrage, LLC, which held that seven disputed claims they filed
against TOUSA Inc. qualify as senior debt.

Wilmington Trust Company, an unsecured creditor in the bankruptcy
case and the indenture trustee for all of the senior notes, had
taken an appeal from the Senior Debt determination.

"Our resolution of this issue matters because holders of Senior
Debt will recoup significantly larger portions of their claims than
other debt holders under the confirmation plan approved by the
Bankruptcy Court," the Eleventh Circuit said.

Debtor TOUSA Homes, Inc., operated a home-building business that
designed, built, and marketed single-family homes, town homes, and
condominiums. From 2003 to 2006, THI entered into contracts to sell
land to landowners, with the understanding that THI retained the
right to develop and market housing developments on the land. These
sales were effected by large up-front deposits from THI, which
secured THI's obligation to repurchase the lots over time, as it
was obligated to do in most of these transactions.

The contracts governing the seven land-development transactions at
issue placed a series of additional obligations on THI, such as
monthly "lot option" fees and the responsibility to purchase
insurance and pay taxes.  As it was headed toward financial
collapse, THI did not comply with those Agreement terms that
required it to purchase land and make other payments. On January
29, 2008, THI, its parent company Technical Olympic USA, Inc., and
a number of Technical Olympic USA's subsidiaries all filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of Florida. In the bankruptcy case, these
debtors rejected all of the Agreements under 11 U.S.C. Sec. 365,
leaving the landowners with seven unsecured claims for recovery.
The parties have already settled the amounts to be paid in
satisfaction of the claims, and the Bankruptcy Court confirmed the
plan of reorganization. The only question that remains is what
priority the claims should receive under that confirmed plan.

The plan's relevant priority structure is based on a subordination
contract between Technical Olympic USA and its noteholders. In the
early 2000s, Technical Olympic USA issued a series of senior and
subordinated notes to raise capital, the terms of which were
governed by separate indenture agreements. Under the Subordinated
Notes Indenture, in the event of bankruptcy, any recovery on the
subordinated notes goes directly to the senior notes until the
senior notes are paid in full. The bankruptcy plan incorporated
this distribution requirement by dividing the unsecured claims
against THI into three classes, or categories:

     one for senior note claims (4A),
     one for general unsecured claims (4B), and
     one for subordinated note claims (4C).

Under the plan, Senior Debt (as defined in the Subordinated Notes
Indenture) will also be put into class 4A. The priority
determination at issue has significant implications. Class 4A
claims are estimated to receive 58% of their value. Class 4B
claims, on the other hand, will receive an estimated 12% return.
Claims in class 4C will get nothing, because any distribution they
receive will be passed to class 4A until those claims are paid in
full (which will never occur).

Jefferies et al. asked the Bankruptcy Court to clarify that the
seven claims arising from the Agreements are Senior Debt which
belong in class 4A, while Wilmington Trust responded that the
claims should instead be in class 4B.  The Bankruptcy Court found
that the seven claims are Senior Debt under three plausible
categories of Debt, any one of which entitle the claims to class 4A
treatment: (1) obligations for conditional sales, (2) obligations
for the deferred purchase price of property, and (3) obligations
that constitute debt for money borrowed. Wilmington Trust appealed
the Bankruptcy Court's determination to the District Court, and the
District Court affirmed solely on the basis that the Agreements are
conditional sales obligations. Wilmington Trust timely appealed to
the Eleventh Circuit.

"Each of the seven Agreements at issue contains a form of Debt," a
three-judge panel of the Eleventh Circuit held.  "And any
requirement in the Agreements is an Obligation. For that reason,
the terms of the Subordinated Notes Indenture require us to place
any claims under the seven Agreements into the category of Senior
Debt. Because Claimants' proofs of claims are Senior Debt,
Wilmington Trust and the other senior noteholders in class 4A must
share their preferred status under the plain meaning of the
contracts."

The case is, WILMINGTON TRUST COMPANY, Plaintiff-Appellant, v.
JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC, CASTLE CREEK ARBITRAGE,
LLC, Defendants-Appellees, No. 14-12067 (11th Cir.).  A copy of the
Eleventh Circuit's March 26 Order is available at
http://is.gd/X9WA2gfrom Leagle.com.


TRAVEL LEADERS: Moody's Assigns B1 Rating to Upsized Term Loan
--------------------------------------------------------------
Moody's Investors Service affirmed Travel Leaders Group LLC's
("TLG") B2 Corporate Family Rating and its B3-PD Probability of
Default Rating. At the same time, Moody's assigned a B1 rating to
the company's proposed amended and extended senior secured credit
facilities, consisting of an upsized $240 million term loan
(including a $78.5 million add-on) due 2020 and a $15 million
revolving credit facility due 2020. The rating outlook is stable.

Moody's took the following actions on Travel Leaders Group, LLC:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B3-PD;

  -- Sr. Secured Revolving Credit Facility expiring 2020 assigned
     a B1 (LGD2);

  -- Sr. Secured Term Loan B due 2020 (incl. proposed $78.5
     million incremental facility) assigned a B1 (LGD2)

The ratings on the company's existing $170 million first lien
senior secured term loan due 2018 and $15 million revolving credit
facility due 2018 will be withdrawn upon close of the transaction.

On March 27, 2015, Travel Leaders Group announced an amendment to
the existing credit agreement, comprising an increase in the size
of its term loan to $240 million from $161 million, an extension of
the maturity dates on both the term loan and revolving credit
facility to 2020 from 2018, and a revision of the financial
maintenance covenants to accommodate the incremental debt. Proceeds
from the $78.5 million term loan add-on, along with cash from the
balance sheet, will be used to finance a $100 million distribution
to the shareholders (primarily Certares Founders Holdings, LLC and
management) as well as any related fees and expenses. The revolver
will be undrawn at close.

The B2 Corporate Family Rating (CFR) reflects the company's
elevated debt levels, which will increase by approximately 50% on
close of the proposed add-on to the first lien term loan, which
will result in an increase in total leverage and cash interest
expense. Further, Moody's views the timing of the proposed
transaction as indicative of an aggressive financial policy, as the
planned $100 million distribution represents over 50% of the
company's reported annual revenues (which are net of approximately
$142 million of revenue shared with clients), and occurs less than
18 months following TLG's buyout and recapitalization in December
2013. However, with expectations for strong operating margins on a
stable revenue base, Moody's anticipate that the company will be
able to generate free cash flow to modestly reduce debt over the
next 12-18 months, allowing TLG to resume a gradual de-leveraging
profile.

The rating also takes into account the limited size of TLG's
revenue base and narrow business scope, as it operates in a
tightly-defined niche segment of high-end leisure and corporate
travel services. TLG reported revenues are generally in the form of
up-front fees from clients (net of revenue shared with agents),
along with back end performance fees, commissions and marketing
income from suppliers and various fees from travel agency members.
As such, Moody's believes that the company's business model entails
risk associated with the cyclical and discretionary nature of these
markets, as well as the evolving nature of suppliers of travel
service providers (primarily airlines and hotels). Nonetheless,
TLG's long-standing relationships with the major travel suppliers,
along with a strong and defensible market position in the high-end
travel market, offset much of this risk, as these relationships
support expectations for stable revenue growth going forward.

On close of the proposed refinancing transaction, TLG will carry
approximately $290 million of total debt (including Moody's
standard adjustments), which represents approximately 1.5 times LTM
September 30 2014 reported revenue. However, on strong margins,
Moody's estimates the pro forma metrics at the following levels at
September 30, 2014: debt to EBITDA at approximately 4.1 times;
EBITA to interest of 2.6 times; and free cash flow to debt of
approximately 14%. These metrics are appropriate for B2 rated
travel services companies of this size. Moreover, Moody's expects
that leverage will gradually improve through FY 2015, which is
important to offset the business risk and financial policy factors
that constrain the ratings.

The proposed $240 million term loan and the $15 million revolver
are rated B1, which is one notch above the CFR, as this class of
debt comprises all of the company's senior secured liabilities
considered under Moody's Loss Given Default ('LGD') methodology,
and is ranked above the company's unsecured non-debt liabilities
per this methodology.

The stable outlook reflects Moody's expectation of stable demand in
the luxury leisure and business travel end markets, modest
deleveraging through debt amortization payments and earnings
growth, strong free cash flow generation, as well as a maintenance
of good liquidity.

Ratings could be adjusted downward if revenue levels decline
materially due to weakness in any of its key markets, or if the
company were to face pressure on commissions or volume from key
travel suppliers. Lower ratings could also result if the company
were to undertake debt-financed acquisitions, or implement
additional debt-funded shareholder returns. Rating pressure could
also occur if liquidity deteriorates or with metrics at the
following levels: EBITDA margins below 20%; debt to EBITDA
approaching 5 times; EBITA to interest of less than 2 times; or
free cash flow to debt of less than 5%.

Upward rating pressure is limited by the ownership's policy of
shareholder returns and the company's moderate size. However, the
ratings could be upgraded if the company expands its operating
scope to gain further benefits from scale and diversification
without a material increase in debt. In particular, sustained debt
to EBITDA of less than 3 times, EBITA to interest in excess of 5
times. A sustained good liquidity profile, characterized by
consistently-positive free cash flow generation while maintaining
robust cash reserves with little use of the revolver, would also be
necessary for a ratings upgrade.

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

Travel Leaders Group, LLC, headquartered in Plymouth, MN, manages
corporate, leisure, franchise, and consortia travel operations
under its network of diversified divisions and brands. Brands
include Tzell Travel Group, Protravel International, Nexion,
Vacation.com, Travel Leaders, Cruise Holidays, Cruise Specialists,
and Results! Travel. Revenue is approximately $195 million as of
LTM September 2014.


TRIGEANT HOLDINGS: BTB Refining's Lost Profit Claim Pegged at $0
----------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball of the Southern District of
Florida estimated BTB Refining, LLC's Lost Profits Claim against
Trigeant Holdings, Ltd., Trigeant, LLC, and Trigeant, Ltd., at
$0.00.  Judge Kimball called the damages claimed by BTB "highly
speculative."

BTB argued that it is entitled to lost profits it would have earned
in 2013 and 2014 but for Trigeant's failure to enter into a lease
agreement. BTB's Amended Claim includes an unsecured portion in the
amount of $35,124,571.  Of this amount, $2,520,331.67 "represents
payments made by BTB on behalf of Trigeant, including insurance,
capital expenditures, and payment of creditors of the Debtor" and
is not at issue.  The remaining unsecured portion of BTB's claim in
the amount of "at least $32,604,240.00" represents Trigeant's
alleged liability to BTB for "breach of contract, tortious
interference with contract, tortious interference with prospective
contractual or business relations, negligent misrepresentation,
fraud and conspiracy, and such other claims that have been or may
be asserted in the action styled as BTB Refining, LLC v. Trigeant
Ltd. et al., Cause No. 2013-38405 pending in the District Court of
Harris County, Texas" or the "Lost Profits Claim".

A copy of Judge Kimball's March 26 Order is available at
http://is.gd/yXS7K0from Leagle.com.


TRILOGY ENERGY: S&P Lowers Corp. Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long term
corporate credit rating on Calgary, Alta.-based Trilogy Energy
Corp. to 'B' from 'B+'.  The outlook is stable.  At the same time,
Standard & Poor's lowered its issue-level rating on the company's
senior unsecured debt to 'B-' from 'B'.  The recovery rating is
unchanged at '5', reflecting S&P's expectation of modest recovery
(10%-30%, in the lower end of the range) in a default scenario.

The downgrade reflects the expected decline in Trilogy's 2015 and
2016 production under S&P's price assumptions, leading to a
material deterioration in debt-to-EBITDA and funds from operations
(FFO)-to-debt ratios for the next two years.  S&P acknowledges
management's initiatives to reduce capital spending below
maintenance levels, manage costs, and overall conservative
financial policies, which include discontinuing cash dividends to
limit negative free cash flow generation during this period.
"However, we expect the company's overall financial risk profile
will no longer support a 'B+' rating," said Standard & Poor's
credit analyst Aniki Saha-Yannopoulos.

The rating and outlook also take into consideration management's
conservative actions to mitigate credit deterioration and focus on
maintaining "strong" liquidity during these depressed prices.

Trilogy is a midsize exploration and production company that
operates mostly in Alberta.  The ratings on Trilogy reflect the
company's "vulnerable" business risk profile and "highly leveraged"
financial risk profile.  As of Dec. 31, 2014, the company had about
95.5 million barrels of oil equivalent (boe) of gross reserves with
about 63% gas and 75% proved developed.  It had an average
production of about 35,000 boe a day in 2014.

S&P assess Trilogy's business risk profile as vulnerable based on
the company's geographic concentration, declining production, weak
profitability compared with that of peers, and competitive cost
structure.  About 95% of Trilogy's reserves and production are from
the Kaybob region; S&P views the limited geographic diversity as a
credit weakness.  S&P expects the company's production to drop by
about 20% in 2015 and an additional 5%-10% in 2016 as the company
limits capex within cash flow.  S&P forecasts Trilogy will spend
less than maintenance capex (which is about C$150 million annually)
in the next two years.

Trilogy's highly leveraged financial risk profile reflects S&P's
view of the company's declining credit metrics as a function of
weak commodity prices and falling production that has resulted in
poor cash flow.  Management's policy to maintain capital
expenditures within organically generated cash flow and discontinue
cash dividends will limit any additional debt on Trilogy's balance
sheet.  S&P forecasts the company to end 2015 with 6.5x-7.0x
adjusted debt-to-EBITDA, although S&P believes metrics will improve
in 2016.  Under S&P's price assumptions, Trilogy will exceed its 4x
debt-to-EBITDA covenant in the second half of 2015; however, S&P
believes the company will be able to negotiate with its banking
group a covenant amendment or waiver.

The stable outlook reflects Standard & Poor's view of management's
prudent actions to mitigate balance-sheet weakness and S&P's
expectation that Trilogy will maintain strong liquidity through the
next 24 months.  S&P believes the company's strategy of keeping its
capex within cash flow will limit additional deterioration in its
credit measures.

S&P would lower the ratings if Trilogy's liquidity deteriorates to
"adequate," as its criteria define the term, either due to
lower-than-forecast production or reduction in credit facility
size.  S&P could also lower the ratings if it was to expect
Trilogy's financial risk profile would weaken such that its
debt-to-EBITDA remains above 6.5x beyond the next 12 months.
Deterioration in credit measures could either be a function of
lower cash flows following weaker-than-expected production profile;
and declining profitability, either due to lower realized commodity
prices or weaker operating efficiency.

Under Standard & Poor's price assumptions and management's
expectations of keeping capex within cash flow, there is little
likelihood of an upgrade during the next 12 months.  A positive
rating action would depend on Trilogy's maintaining a strong
liquidity while improving and keeping its three-year
weighted-average FFO-to-debt above 20%.  S&P could also consider a
positive rating action if Trilogy exhibited an improving business
risk profile -- for example, higher liquids production leading to a
significant increase of netbacks while maintaining strong credit
measures.



TROY NIELSEN: Judge Rules on Bid to Dismiss Suit v. Dane Field
--------------------------------------------------------------
Bankruptcy Judge Robert J. Fairs entered a Memorandum of Decision
on Motions to Dismiss and for Summary Judgment in the adversary
proceeding TROY HARLEY HUGH NIELSEN and DIANNA KATHLEEN NIELSEN,
Plaintiffs, v. DANE FIELD, as Trustee, et al., Defendants, ADV.
PRO. NO. 14-90044 (Bankr. D. Hawaii).

Troy and Dianna Nielsen are settlors, lifetime beneficiaries, and
trustees of a trust which they may revoke or amend at any time.
They contributed real property located in Kihei, Maui, to the
trust.  They live in one of the two buildings on the property, and
operate a bed and breakfast inn in the other.

The property is subject to two mortgage liens securing debts
totaling about $932,953.93. In addition, Dane Field, as bankruptcy
trustee of The Mortgage Store, Inc. (the "TMS Trustee"), asserts a
lien on the property based on a recorded judgment against the
Nielsens of $329,880.11 and a writ of attachment.  OneWest Bank
also asserts a judgment lien against the property of $770,091.56.

Less than 90 days after the TMS Trustee and OneWest Bank recorded
their liens, the Nielsens filed a chapter 11 petition. Later, they
converted their case to chapter 7.

The Nielsens' complaint consists of four counts. The first two
counts seek avoidance of the TMS Trustee's and OneWest Bank's liens
as preferential transfers. The third and fourth counts seek
avoidance of the same liens under Section 522(f) of the Bankruptcy
Code.

The TMS Trustee and OneWest argue that the court should dismiss the
complaint or, alternatively, enter summary judgment in their
favor.

The Nielsens seek summary judgment in their favor on the third and
fourth counts of the complaint.

Upon deliberation, Judge Fairs ruled that:

   (1) Counts one and two of the complaint are dismissed, and the
       TMS Trustee's OneWest's motions are granted to that
       extent.

   (2) The Nielsens are entitled to claim the federal homestead
       exemption in the property; their motion is granted, and
       the TMS Trustee's and OneWest's motions are denied, to
       that extent.

The courtroom deputy will arrange a scheduling conference to set a
date for an evidentiary hearing at which the court will determine
the extent to which the defendants' liens impair the Nielsens'
exemption.

A copy of the judge's March 11, 2015 Memorandum Decision is
available at http://is.gd/TnxTRtfrom Leagle.com.

The Chapter 7 case is In re TROY HARLEY HUGH NIELSEN and DIANNA
KATHLEEN NIELSEN, Chapter 7, Debtors, CASE NO. 14-00974, (Bankr.
Hawaii).


VARIANT HOLDING: Deadline to Remove Suits Extended to July 24
-------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given Variant Holding
Company LLC until July 24, 2015, to file notices of removal of
lawsuits involving the company.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.


VARIANT HOLDING: Gets Approval to Sell Subsidiary Assets to LRP
---------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given Variant Holding
Company LLC the green light to sell the real estate assets of its
non-debtor subsidiaries.

The company earlier reached a deal with LRP Property Company, which
agreed to purchase 26 properties of Variant Holding's subsidiaries
for $275 million.

"The proposed portfolio sale is expected to yield $275 million in
proceeds, which will maximize the value of this estate and satisfy
all creditor claims while potentially leaving material value for
the debtor's equity holders," said the company's lawyer, Peter
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

Variant Holding will use LRP's earnest money deposit of $500,000 to
pay IMH Financial Corp. as part of their agreement to resolve their
dispute over the ownership of assets of Royal Numeric FX
Investments LLC.  

Royal FX, an affiliate of Variant Holding, owns 100% of the
membership interests in 11 entities that own apartment complexes,
which Variant Holding intends to sell.  The properties are located
in Maryland, Nevada, South Carolina, Texas, and Virginia.

Variant Holding said the dispute has prevented the company from
pursuing a sale of its subsidiaries' real estate assets.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.


VARIANT HOLDING: Resolves Dispute Over Ownership of Royal FX Asset
------------------------------------------------------------------
Variant Holding Company LLC received court approval for a deal that
would resolve its dispute with IMH Financial Corp. and pave the way
for the sale of its subsidiaries' real estate assets.

The company could rake in $275 million from the sale, which has
been delayed by its dispute with IMH over the ownership of assets
of Royal Numeric FX Investments LLC, according to court filings.

Under the deal, Variant Holding will pay IMH $1.25 million in cash,
of which $500,000 will be funded through an earnest money deposit
to be posted by the buyer while the remaining $750,000 will be
funded through a loan from Beach Point.

In return for the payment, IMH will acknowledge that it has no
interest in Royal FX or its properties.

The settlement also calls for the dismissal of lawsuits, including
a case filed by Variant Holding enjoining IMH or its affiliates
from foreclosing on Royal FX's assets.

An affiliate of Variant Holding, Royal FX owns 100% of the
membership interests in 11 entities that own apartment complexes,
which the former intends to sell.  When Royal FX was formed in
2013, an affiliate of IMH invested $15 million in the company.

Variant Holding currently owns 100% of the membership interests of
Numeric Commercial Investments LLC that owns 94.54% of the
membership interests of Royal FX.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.


VERMILION ENERGY: S&P Affirms 'BB-' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services said it revised its recovery
rating on Calgary, Alta.-based Vermilion Energy Inc.'s senior
unsecured debt to '3' from '4', indicating S&P's expectation of
meaningful (50%-70%) recovery, at the upper end of the range, under
its simulated default scenario.  At the same time, Standard &
Poor's affirmed its 'BB-' long-term corporate credit rating and
senior unsecured debt rating on the company.  The outlook is
stable.

"The revision to the recovery rating reflects our increased
estimate of Vermilion's net enterprise value due to the increase in
its year-end 2014 proved reserves base," said Standard & Poor's
credit analyst Michelle Dathorne.  After satisfying S&P's estimate
of the company's senior first lien debt at the time of the
simulated default, S&P believes there should be sufficient value
remaining to ensure Vermilion's unsecured lenders receive 50%-70%
of the principal and interest S&P estimates will be outstanding at
the time of default.

The ratings on the company reflect Standard & Poor's view of
Vermilion's small, albeit broadly diversified international oil and
gas upstream operations, the company's high unit production and
full-cycle costs, and weakened cash flow adequacy and leverage
profile.  S&P believes the company's strong profitability metrics,
which benefit from Brent benchmark based pricing for its liquids
and gas production outside North America; and its "strong"
liquidity profile, which bolsters the company's overall credit
profile and the ratings, somewhat offset these weaknesses.

Vermilion is an exploration and production (E&P) company with
extensive international operations.  The company operates in seven
countries: Australia, Canada, France, Ireland, Germany, the
Netherlands, and the U.S.  It produces light and medium oil,
natural gas, and natural gas liquids (NGLs).

"In our opinion, Vermilion's "weak" business risk profile reflects
our view of its internationally diversified upstream operations,
which we view as atypical for many E&P companies in the 'BB'
category.  Nevertheless, the absolute size of the company's proven
reserves base is somewhat smaller than those of similarly rated oil
and gas producers.  Vermilion's high 2014 full cycle costs, which
Standard & Poor's estimates at C$46.20 per barrel of oil equivalent
(boe), based on its unit cash operating costs and depreciation,
depletion and amortization (DD&A), which we use as a proxy for unit
finding and development (F&D) costs, hamper its operating
efficiency.  However, it generates what we consider very strong
profitability metrics, based on its unit earnings before interest
(EBI).  Using the company's three year average F&D costs in lieu of
its unit DD&A, its 2014 unit full-cycle costs, at C$46.48 per boe,
is consistent with our estimated DD&A full-cycle costs.  Despite
the high full-cycle costs, Vermilion generates very strong unit
EBI, which we estimate at C$14.35 per boe in 2014.  In our view,
the company's profitability ranks in the top quartile of the global
E&P peer group," S&P said.

Vermilion's "aggressive" financial risk profile reflects S&P's
assessment of the expected deterioration in the company's cash flow
metrics, and forecast negative discretionary free cash flow after
dividend payments.  Similar to many of its peers, Vermilion has
reduced its near-term capital spending in response to the dramatic
reduction in crude oil and natural gas prices. Nevertheless,
forecast funds from operations (FFO) in 2015 and 2016 will not
fully cover S&P's estimated capital spending during the next two
years.  Although the company's total sources of liquidity will
more-than-adequately fund both capital spending and forecast
dividend payments, we project the company's 2015 cash flow metrics,
specifically its fully adjusted debt-to-EBITDA and FFO-to-debt, to
deteriorate materially in 2015, then improve in 2016, in tandem
with S&P's increasing crude oil and natural gas price assumptions.


The stable outlook reflects Standard & Poor's expectation that
Vermilion will continue to focus on organic reserves and production
growth, supplemented with bolt-on property acquisitions throughout
its international upstream operations.  Given the pricing
fundamentals associated with production sales agreements outside
North America, S&P expects the company's profitability metrics will
remain in the top quartile of the E&P global peer group, despite
its high unit full cycle costs.

Although S&P expects Vermilion's cash flow adequacy and leverage
ratios will deteriorate during S&P's 2015-2017 cash flow
forecasting period, S&P believes the company's cash flow leverage
metrics should continue to support the 'BB-'rating.  Nevertheless,
S&P would lower the rating if Vermilion's fully adjusted three-year
weighted average debt-to-EBITDA exceeded 4.0x, or its
weighted-average FFO-to-debt fell below 20%, and S&P believed the
company's leverage metrics would remain at these levels.

S&P would consider raising the rating if Vermilion can strengthen
its business risk profile, with either a material enhancement to
the scale and scope of its operations, or an improved operating
efficiency profile.  This could occur if the company achieves
meaningful economies of scale as it continues to expand its
production base.  In the absence of a material improvement in
Vermilion's business risk profile, S&P could also consider raising
the rating if the company's cash flow leverage metrics strengthened
such that its fully adjusted three year weighted-average
FFO-to-debt increased above 30%, and S&P expected it to remain
above this level.  Based on S&P's hydrocarbon price assumptions for
2015-2017, it do not believe Vermilion's cash flow and leverage
metrics could strengthen sufficiently to support a 'BB' rating
during S&P's outlook period.



VIVEVE MEDICAL: Burr Pilger Expresses Going Concern Doubt
---------------------------------------------------------
Viveve Medical, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2014.

Burr Pilger Mayer, Inc., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has  incurred recurring losses and negative cash flow from

operations since inception.

The Company reported a net loss of $6.18 million on $90,000 in
revenue for the year ended Dec. 31, 2014, compared to a net loss
of $4.32 million on $152,000 of revenues in the same period last
year.

The Company's balance sheet at Dec. 31, 2014, showed $2.3 million
in total assets, $3.14 million in total liabilities, and a
stockholders' deficit of $841,000.

A copy of the Form 10-K is available at:

                       http://is.gd/C171on

Based in Sunnyvale, Calif., Viveve Medical, Inc., operates through

Viveve, Inc., a women's health company engaged in advancing new
solutions to improve women's overall well-being.  The Company's
product, the Viveve System, is a non-surgical, non-ablative
medical device that remodels collagen and restores tissue.


[*] Bill Pushes for Possible Municipal Bankruptcies in Illinois
---------------------------------------------------------------
Nick Swedberg, writing for The Associated Press, reported that Rep.
Ron Sandack is sponsoring legislation that would grant authority
for communities to file for bankruptcy under Chapter 9 of the
Bankruptcy Code, after some Illinois cities, stressed by pension
debt, other financial issues, and the possibility of losing a chunk
of their state aid, expressed their desire for an option to file
for bankruptcy.

According to the report, citing the National Conference of State
Legislatures, 12 states authorize cities to file Chapter 9
bankruptcy filings, while another 12 grant conditional ability to
file.  The report said 26 states either don't have Chapter 9
authorization or prohibit it.


[*] Greenberg Expands Chicago Litigation Practice with 2 Attorneys
------------------------------------------------------------------
Attorneys Peter G. Rush and Todd E. Pentecost have joined the
Chicago office of the international law firm Greenberg Traurig,
LLP.  Rush joins as a shareholder and Pentecost joins as of counsel
in the Litigation Practice.  Prior to joining Greenberg Traurig,
they were partners at K&L Gates LLP.

"We are very pleased that Pete and Todd have joined us. They are
excellent lawyers and colleagues, and have built a substantial
practice that complements our litigation practice, both in Chicago
and in the firm more generally," stated Paul T. Fox, co-managing
shareholder of Greenberg Traurig's Chicago office.

Rush, 55, has nearly 30 years of experience handling all aspects of
complex commercial litigation. He represents clients ranging from
Fortune 50 companies, media companies, universities, and
not-for-profit entities to corporate officers and directors in the
context of securities fraud cases, class actions and derivative
suits, disputes involving complex financial instruments, and theft
of trade secrets disputes. He also has experience conducting
internal investigations, representing special committees and
several clients in proceedings before the Securities and Exchange
Commission.

For almost 20 years, Rush also has maintained an active sport law
practice where he represents institutions (colleges and high
schools) and countless student-athletes in advising and litigating
questions of institutional and individual athletic eligibility.

He earned his J.D., with honors, from Duke University School of Law
where he was named to the Order of the Coif. He earned his B.A.,
magna cum laude, from the University of Notre Dame.

Mr. Rush may be reached at:

         Peter G. Rush
         GREENBERG TRAURIG, LLP
         77 West Wacker Drive
         Suite 3100
         Chicago, IL 60601
         Tel: (312) 476-5046
         Email: rushp@gtlaw.com

Pentecost, 42, is experienced in all aspects of commercial
litigation, including securities and consumer class actions,
shareholder derivative litigation, investment company litigation,
merger and acquisition litigation, multidistrict litigation,
complex contractual disputes, breach of warranty claims, commercial
tort cases, consumer finance litigation, insurance coverage
disputes, municipal zoning and condemnation litigation, restrictive
covenant litigation, trade secret litigation, partnership disputes,
fiduciary litigation, and bankruptcy adversary proceedings. He has
also handled arbitration and appellate matters.

Pentecost has represented numerous publicly held and private
companies, investment companies, municipalities, corporate officers
and directors, investment company trustees, and other individuals
in the state and federal courts in Chicago and in other
jurisdictions. He has also counseled clients on contract,
employment, and compliance issues.

He earned his J.D., cum laude, from the University of Chicago Law
School and his B.A., magna cum laude, from Marquette University.

Mr. Pentecost may be reached at:

         Todd E. Pentecost
         GREENBERG TRAURIG, LLP
         77 West Wacker Drive
         Suite 3100
         Chicago, IL 60601
         Tel: (312) 456-5030
         Email: pentecostt@gtlaw.com

              About Greenberg Traurig – Chicago

Greenberg Traurig's Chicago office strives to be as dynamic and
diverse as the city it calls home. Since its inception in 1999, it
has grown from three attorneys to more than 150 today. Lawyers in
Greenberg Traurig's Chicago office represent a wide range of
clients, from Fortune 500 companies to innovative start-ups, and
practice in nearly every major practice area and industry. Offering
local knowledge and broad experience, Greenberg Traurig's Chicago
lawyers work with their colleagues in Greenberg Traurig's other
offices in the United States and abroad to help clients achieve
their objectives locally, nationally, and globally.

                 About Greenberg Traurig, LLP

Greenberg Traurig, LLP is an international, multi-practice law firm
with approximately 1800 attorneys serving clients from 37 offices
in the United States, Latin America, Europe, Asia, and the Middle
East. The firm is among the "Power Elite" in the 2014 BTI Client
Relationship Scorecard report, which assesses the nature and
strength of law firms' client relationships. For additional
information, please visit www.gtlaw.com/


[*] Judge Thomas McNamara Named Bankruptcy Judge for Colorado
-------------------------------------------------------------
On March 23, the United States Court of Appeals for the Tenth
Circuit appointed Honorable Thomas B. McNamara to the bankruptcy
bench for the District of Colorado.

Judge McNamara was previously with the law firm Davis Graham &
Stubbs LLP where he had a dispute resolution and international
focus. Earlier in his career he represented debtors, trustees,
creditors and individuals in a full array of bankruptcy matters. He
graduated Summa Cum Laude from the University of Minnesota and
received his Juris Doctor from the Yale Law School.

Honorable Marcia Krieger, Chief U.S. District Judge for the
District of Colorado, administered the oath to Judge McNamara this
afternoon. Judge McNamara will have chambers in Denver.

The Tenth Circuit, with administrative headquarters in Denver,
Colorado, encompasses the states of Colorado, Kansas, New Mexico,
Oklahoma, Utah, and Wyoming.


[*] Moody's Says B3 Neg. & Lower Corporate Ratings List Increases
-----------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List reached a two-year peak as of March 1, 2015,  Moody's
Investors Service says in a new report. And oil and gas companies
are accounting for an increasing proportion of the list as falling
oil prices lead to more rating downgrades in the energy sector.

"Of the 28 companies that joined the B3 Negative and Lower list in
the past three months, 12 were from the oil and gas sector," says
Associate Analyst, Julia Chursin. "While since the list's inception
in 2009 companies from the energy sector have represented on
average 8% of its total population, at the start of March, 2015
they comprised 14% of the total, the highest percentage ever."

Moody's B3 Negative and Lower Corporate Ratings List now totals 184
companies, up from 174 a quarter earlier, Senior Vice President,
David Keisman says in "Oil & Gas Downgrades Help Push List to a
Two-Year Peak." The latest increase continues a trend of
consecutive quarterly upticks that began in the first quarter of
2014, though the list remains far from its record high of 290
companies, set in the first quarter of 2009.

While in the latter half of 2014 most companies left the list via
rating upgrades and withdrawals, during the first quarter of 2015
most left it via defaults and rating withdrawals. Among the 18
companies that have dropped off the list this year, 39% filed for
bankruptcy protection or completed a distressed exchange, 33% had
their ratings withdrawn, and 28% had their ratings or outlook
revised upward.

"While previously a majority of companies left the B3 Negative and
Lower list via positive rating changes or rating withdrawals, this
trend has now reversed, with defaults being the main reason why
companies are leaving it," Chursin says. "A continuation of this
reversal could signal tough times ahead for speculative-grade
issuers."

Despite slight deterioration in some of Moody's proprietary
indicators, overall they do however point to stable credit
conditions. The Liquidity-Stress Index reached a six-month high in
February due solely to pressure on oil and gas companies, but
excluding them, the index fell to a record low. Meanwhile, Moody's
Covenant Stress Index, though up slightly in February from the
prior month, continues to indicate a low risk of covenant
violations among US speculative-grade firms over the coming year.

Moody's new report includes the full list of companies on the B3
Negative and Lower Corporate Ratings List and, where available, the
companies' market-implied ratings to help gauge the relative value
of the speculative-grade issuers.


[*] Moody's Says North American Corporate Credit Quality Worsens
----------------------------------------------------------------
U.S. investment-grade non-financial corporate credit quality will
deteriorate this year as companies continue to limit capital
investment while taking on higher leverage and using cash to reward
shareholders. Companies are increasing cash dividends, leaving less
free cash flow to repay debt today than before the recession,
according to a new report from Moody's Investors Service.

In "Macroeconomics and Corporate Policies Eroding Credit Quality in
2015" Moody's notes that even as corporate credit quality
deteriorates and returns decline, debt investors continue to
invest, creating demand pull and inadvertently rewarding companies
that allocate EBITDA in ways that weaken their credit quality.

"Prolonged low interest rates have made dividends more important to
investors, leaving companies increasingly fixated on dividend
growth," says Moody's Senior Vice President, Bill Wolfe. "But this
weakens their credit quality, especially as leverage is rising."

Leverage is increasing while the proportion of EBITDA used to cover
interest expenses has remained steady, suggesting that companies
are managing to an interest coverage metric rather than leverage
and principal to be repaid.

Investors and companies are taking their cues from elevated
macroeconomic uncertainty, slow and uneven global economic growth
and expansionary money policies, including low interest rates and
quantitative easing.

"Low interest rates, ample systemic liquidity and bonus
depreciation measures mean companies have more cash, but this has
been diverted to benefit shareholders instead of investment," Wolfe
says. "Expansionary monetary policies have stimulated credit supply
and demand, but capital spending and business investment have not
recovered to pre-recession levels, which may portend low future
growth."

While the objective of buying back shares is similar to that of
paying dividends, Moody's found that share buyback activity relates
to company-specific attributes and is not affected by expansionary
monetary policies. "Only about 40% of the companies we looked at
routinely buy back shares, and these companies have a common set of
attributes," says Wolfe.


[*] Pillsbury Bolsters West Coast Insolvency & Restructuring Unit
-----------------------------------------------------------------
Pillsbury on March 23 announced Cecily Dumas, a highly regarded
bankruptcy lawyer who also handles commercial transactions and
litigation, is joining the firm's Insolvency & Restructuring
practice as a partner in the San Francisco office.

Dumas is well known in the Bay Area and beyond for her
representation of high-profile clients and bankruptcy trustees, as
well as her frequent presentations on the latest developments in
insolvency and restructuring. She has more than 25 years'
experience in bankruptcy and commercial law, most recently as lead
name partner of her own firm, Dumas & Clark LLP.

"Cecily has established herself as a sophisticated, pragmatic and
trusted legal advisor in the insolvency area. Her rapport and
results have attracted increasingly larger clients and cases over
the years," said Pillsbury Chair James Rishwain, Jr. "We are
delighted to bring on a partner with her track record of success
and her exceptional energy."

"I have worked 'across the table' from Cecily in very challenging
bankruptcy cases and found her to be a consummate professional,"
said David Minnick, firmwide leader of Pillsbury's Insolvency &
Restructuring practice section. "Her superb mastery of insolvency
law's technicalities and its interpersonal dynamics will be a great
asset for Pillsbury and our clients."

"Joining a firm of Pillsbury's size and stature is a great
opportunity for me to build my own insolvency practice along with
the firm’s," Dumas said. "I look forward to tapping the broader
expertise and resources that Pillsbury possesses to address the
larger matters my clients face."

In her broad-based insolvency practice, Dumas represents secured
and unsecured creditors, asset acquirors, debtors and trustees.
Recent matters she has handled include:

* Advising a major California-based healthcare system regarding its
restructuring and sale;

* Representing more than 175 former partners of three major law
firms facing claims by trustees for recovery of partner
distributions and unfinished business proceeds;

* Serving as trustee's counsel in Chapter 11 cases involving a
mortgage loan originator and a blind pool fund with $180 million in
Ponzi scheme-related claims.

Dumas is a Fellow of the prestigious American College of Bankruptcy
and a member of multiple bar associations and professional groups.
Since 2008, Dumas has been one of the three speakers at the annual
San Francisco Bar Association and Bay Area Bankruptcy Forum on the
year’s developments in insolvency law. She is also a frequent
presenter at meetings sponsored by the California Bankruptcy Forum,
American Bankruptcy Institute, Practising Law Institute and the
Association of Insolvency and Restructuring Advisors.

Dumas earned her J.D. from Golden Gate University School of Law.
She received her B.A. in Political Economy of Industrial Societies,
with honors, from the University of California at Berkeley. She is
admitted to practice in California.

Ms. Dumas may be reached at:

         Cecily A. Dumas, Esq.
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         Four Embarcadero Center
         22nd Floor
         San Francisco, CA 94111-5998
         Tel: (415) 983-1641
         E-mail: cecily.dumas@pillsburylaw.com

         About Pillsbury Winthrop Shaw Pittman LLP

Pillsbury is a full-service law firm with an industry focus on
energy & natural resources, financial services including financial
institutions, real estate & construction, and technology. Based in
the world's major financial, technology and energy centers,
Pillsbury counsels clients on global business, regulatory and
litigation matters. We work in multidisciplinary teams that allow
us to understand our clients' objectives, anticipate trends and
bring a 360-degree perspective to complex business and legal issues
-- helping clients to take greater advantage of new opportunities,
meet and exceed their objectives and better mitigate risk. This
collaborative work style helps produce the results our clients
seek.


[*] Reed Smith Adds Bankruptcy Partner, Energy Counsel in Singapore
-------------------------------------------------------------------
Global law firm Reed Smith on March 17 announced that partner Troy
Doyle and counsel Gerald Licnachan have joined the firm's Singapore
office, in the global Commercial Restructuring and Bankruptcy Group
and the Energy and Natural Resources Group respectively. Troy joins
the firm from DLA Piper (in Singapore), where he led the firm's
restructuring practice, while Gerald re-joins Reed Smith from his
role as general counsel at Steppe Capital in Singapore.

Troy advises financial institutions, private equity firms, hedge
funds, corporates and insolvency practitioners across the Asia
Pacific region, including China, Singapore, Indonesia, Thailand,
Japan, Taiwan, Philippines and Australia. He has extensive
experience advising on financial and corporate restructurings,
distressed mergers and acquisitions, distressed debt trading (both
portfolio and single asset deals), insolvency proceedings and
special situation transactions.

"I'm delighted to be joining Reed Smith and to further developing
the restructuring and special situations practice across Asia. As
well as impressive strength in finance, the firm also has
market-leading expertise in shipping, energy and mining, sectors
which are experiencing considerable distress in the Asia Pacific
region," noted Troy.  "I look forward to working with the various
international offices of the firm to provide a seamless global
restructuring offering to clients," he added.

Mr. Doyle may be reached at:

         Troy Doyle, Esq.
         REED SMITH
         10 Collyer Quay
         #06-01 to 06
         Ocean Financial Centre
         Singapore 049315
         Tel: +65 6320 5359
         Fax: +65 6320 5399
         Email: tdoyle@reedsmith.com

Gerald Licnachan re-joins Reed Smith following his departure in
2010, when he left to work in-house at Steppe Capital, rising to
become general counsel. He has particular expertise in the sectors
of metals and mining, oil and gas, infrastructure, commodities,
hospitality, real estate, retail and aviation (including private
aviation and aircraft). Gerald advises on a broad range of
international securities, mergers and acquisitions, joint ventures,
corporate finance and corporate restructuring transactions.

Mr. Licnachan may be reached at:

         Gerald Licnachan, Esq.
         10 Collyer Quay
         #06-01 to 06
         Ocean Financial Centre
         Singapore 049315
         Tel: +65 6320 5300
         Fax: +65 6320 5399
         E-mail: glicnachan@reedsmith.com

Reed Smith established its presence in Singapore in 2012 and, in
line with continued global expansion, has significantly grown its
footprint in South East Asia with a 27% increase in lawyer
headcount in the last year. The arrival of Troy and Gerald follows
that of corporate partner Matt Gorman, who joined Reed Smith’s
Singapore office at the start of this year from Stephenson
Harwood.

Reed Smith further strengthened its commitment to Asia with the
recent appointment of David Adelman in New York. David, the former
United States Ambassador to Singapore and managing director at
Goldman Sachs in Hong Kong and Singapore regularly travels to Asia
and will support the development of the Singapore office. His
experience will benefit current and new clients in diverse industry
sectors, including Asian businesses expanding their investments and
operations.

"Our Singapore office has come a long way since we launched in late
2012," commented Gautam Bhattacharyya, Singapore office managing
partner. "Our global strength in finance and transactional work
make Troy and Gerald very exciting additions."

"Not only is Troy a highly regarded restructuring practitioner, but
he has significant experience in the Asian market. Gerald also has
a great deal of transactional experience in Asia. They further
enhance our credentials in the region following the arrival of Matt
Gorman and we are delighted to welcome them to the team."

"Troy's appointment is another important step for Reed Smith in
building a market-leading, truly global, financial restructuring
practice," said Tamara Box, global chair of the Financial Industry
Group.

"Distressed investments and debt trading, particularly in
non-performing loan transactions across both Europe and Asia,
remains extremely active. With Troy in the team, we can provide
clients with an even broader service in this area."

                        About Reed Smith

Reed Smith is a global law firm with 25 offices and more than 1,800
lawyers in offices across Europe, the Middle East, Asia and the
United States.

For further information, please visit www.reedsmith.com or contact
Annabelle Price (branding & communications executive EME) on +44
(0)20 3116 2571.


[^] 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 ***