TCR_Public/150401.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, April 1, 2015, Vol. 19, No. 91

                            Headlines

440 WEST 164TH STREET: Case Summary & 2 Top Unsecured Creditors
ACADEMY HOLDINGS: Files for Chapter 11; Columbus Academy Closes
ADELPHIA COMMUNICATIONS: Creditors Lose 2nd Bid at $149M Clawback
ALLEN SYSTEMS: Court Signs Ch. 11 Plan Confirmation Order
ALTEGRITY INC: Gets Court Approval to Assume RSA With Lenders

ALTEGRITY INC: Unsecured Creditors to Recover 2.2% Under Plan
AMERICAN BUILDERS: S&P Affirms 'BB-' Corporate Credit Rating
AMERICAN INT'L: To Pay Nearly $1-Bil. to Settle Class Suit
ARCHDIOCESE OF ST. PAUL: Seeks More Time to File Plan
ATLANTIC CITY, NJ: Moody's Says Default Still Possible

ATLS ACQUISITION: Proposes April 28 Disclosure Statement Hearing
ATRINEA HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
AUTOPARTS HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1'
AWAL FINANCE: Court Issues Joint Administration Order
BLUEHIPPO FUNDING: Former CEO to Rebut Contempt Damages

BRAGG COMMUNICATIONS: S&P Alters Outlook to Stable, Affirms BB- CCR
BRG SPORTS: S&P Raises Rating on $175MM Sr. Term Loan to 'B'
CAESARS ENTERTAINMENT: Bond Trustee Sues to Enforce $750M Guarantee
CAESARS ENTERTAINMENT: Customer Loyalty Program Valued at $1-Bil.
CAESARS ENTERTAINMENT: Kirkland Denies Conflicts in Employment

CAMBIUM LEARNING: Moody's Alters Outlook to Stable & Affirms CFR
CATAMARAN CORP: Moody's Reviews 'Ba2' CFR for Upgrade
CATAMARAN CORP: S&P Puts 'BB+' CCR on CreditWatch Positive
CENTURYLINK INC: Fitch Affirms 'BB+' Issuer Default Ratings
CLOUDEEVA INC: Bankruptcy Trustee Proposes Sale of IT Firm

CONNACHER OIL: Sued by Credit Suisse Over $128-Mil. Loan Default
CONSTAR INTERNATIONAL: Seeks More Time to Remove Suits
D/K MECHANICAL: Order Setting Aside Default Judgment Affirmed
DEERFIELD RANCH: Seeks 'Adequate Protection' for Grape Growers
DEERFIELD RANCH: US Trustee Appoints Creditors' Committee

DEWEY & LEBOEUF: Former COO Claims No Knowledge of Illegal Finances
DIABETES AMERICA: 5th Cir. Revives WWI Claim Against Infopia
DOLAN COMPANY: Former Executives Sidestep Class Action Over BofA
DVORKIN HOLDINGS: Allowed to Enter Into FirstMerit Agreements
DVORKIN HOLDINGS: Can Use Estate Funds to Buy Lombard Property

EH MITCHELL: Hearing on Bid for Case Conversion Reset to June 23
ENERGY FUTURE: Bond Trustee Sues to Control Interest Payouts
ENERGY FUTURE: Judge Rules Against Bondholders in Make-Whole Suit
ENERGY FUTURE: Wants Creditors Blocked From Targeting LBO Debt
EXIDE TECHNOLOGIES: Faces $2.4MM in Penalties; Meeting on April 15

F&H ACQUISITION: Deadline to Remove Suits Extended to June 10
FIRSTPLUS FINANCIAL: NJ Judge Shoots Down Recusal Request
FLORIDA ENGINEERED: Shareholders on Hook for IRS Debts
FREEDOM INDUSTRIES: Pleads Guilty to Pollution Charges
FRESH & EASY: Closes 50 Stores in Calif., Ariz., Nev.

GGW BRANDS: Suit Accuses Joe Francis of Illegally Spending Money
GRAPHIC PACKAGING: S&P Revises Outlook to Stable & Affirms BB+ CCR
GT ADVANCED: Bondholders Top TPG in Ch. 11 Loan Competition
HAIMIL REALTY: No Quick Ruling on Dispute With Lender
HALLMARK COLLECTION: Mid-Continent Says Magistrate Erred in Fight

HELLAS TELECOM: Liquidators Want Foreign Laws in Clawback Suit
HIPCRICKET INC: Unsecured Creditors Has 17.% Recovery Under Plan
HOP 1 ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors
HUTCHESON MEDICAL: Has Access to Cash Collateral Until April 6
JOHN LE TUNG: Arbitration Award in Favor of Cal. Mortgage Upheld

JOHN PATRICK STOKES: Mont. Supreme Court Affirms Summary Judgment
KARMALOOP INC: Can Employ Rust Omni as Claims & Noticing Agent
KRISHNA INVESTMENTS: Case Summary & 3 Top Unsecured Creditors
LAKESHORE ENGINEERING: Sues DOD Over Afghan Contract Changes
LIFE PARTNERS: Judge Orders Appointment of Chap. 11 Trustee

LIGHTSQUARED INC: Claims Gutted in Harbinger Investor Row
MACKEYSER HOLDINGS: Only Mackeyser Holdings Remains in Chapter 11
MAJESCO ENTERTAINMENT: Losses Raise Going Concern Doubt
MBAC FERTILIZER: Delays Filing of Annual Financial Statements
MEDICAL CAPITAL: Sedgwick Settles $210-Mil. Legal Malpractice Case

MEDICAL CARD: S&P Affirms 'B-' Counterparty Credit Rating
MEN'S WEARHOUSE: S&P Affirms 'B+' CCR; Outlook Stable
MF GLOBAL: Commerzbank Unit Pays Nearly $1MM to Exit Case
MF GLOBAL: Trustee Seeks to Pay $461-Mil. to Unsecured Creditors
MGP INVESTMENTS: Case Summary & 6 Top Unsecured Creditors

MITEL NETWORKS: S&P Rates Proposed $650MM Term Loan 'B+'
MONTREAL MAINE: Civil Proceedings Stayed Pending Appeal
MORRIS BROWN: Court Approves Plan
MORRIS BROWN: Exits Chapter 11 Bankruptcy Protection
NATEL ENGINEERING: Moody's Assigns First Time B2 Corp Family Rating

NATEL ENGINEERING: S&P Assigns Prelim. 'B+' CCR; Outlook Stable
NEW ENGLAND COMPOUNDING: Liberty Has Deals to Exit Meningitis Row
NII HOLDINGS: Court Approves Share Pledge Deal with HSBC
OAK ROCK: Israeli's $90M Lien Survives Creditor Attack
OMNICARE INC: High Ct. Clarifies Litigation Path for Sec. Statement

PARKERVISION INC: PwC Expresses Going Concern Doubt
PETTERS GROUP: JPMorgan Wins Referral of Suit to Bankruptcy Court
PITTSBURGH CORNING: Insurer Claims Asbestos Fraud Tainted Ch. 11
POLYMEDIX INC: Attys Want 33% Slice of $1-Mil. Pie in Stock Suit
RADIO ONE: Moody's Affirms B3 CFR & Rates New $350MM Term Loan B3

RADIO ONE: S&P Affirms 'B-' CCR on Proposed TV One Buyout
RADIOSHACK CORP: Grupo Gigante to Buy Mexican Business for $31.8MM
RADIOSHACK CORP: Salus Changes Mind About Making Better Bid
RADIOSHACK CORP: West Virginia Objects to Sale of Client Info
RADNOR HOLDINGS: Former CEO Can't Sue Skadden Until Appeal Over

RAY MARSHALL: Colorado Springs Developer Files for Bankruptcy
REVEL AC: Files Amended Motion to Sell Assets to Polo North
REVEL AC: Multiple Parties Object to Wells Fargo Settlement
ROTHSTEIN ROSENFELDT: TD Bank Ordered to Pay $67-Mil. to Victims
SABRE HOLDINGS: Moody's Raises CFR to Ba3 & Rates $530MM Notes Ba3

SALADWORKS LLC: Receives Auction Approvals Over Objections
SAXBY'S COFFEE: Court Rejects Bid to Extend Time to File Appeal
SIGNAL INT'L: Bankruptcy Likely Before Next Trafficking Trial
STOCKTON, CA: Franklin Templeton Files Opening Brief in Plan Appeal
TENNECO INC: Fitch Affirms 'BB+' Issuer Default Rating

TOWNSQUARE MEDIA: S&P Keeps B- Unsec. Notes Rating After Downsize
TRANSTAR HOLDING: S&P Alters Outlook to Stable on ETX Holdings Deal
TRI-VALLEY CORP: K&L Gates Wants Out of Securities Action
UNIT CORP: Fitch Affirms 'BB' Issuer Default Rating, Outlook Stable
UNIVERSAL HEALTH: Settles WARN Act Claims

US CAPITAL: Duane Morris Dodges Sanctions
VENEZUELA: Gold Reserve Enters Default in ICSID Arbitration
WINDSTREAM SERVICES: Fitch Affirms 'BB' IDR; Outlook Stable
YELLOWSTONE MOUNTAIN: Founder on Hook for $56-Mil. in Back Taxes
[*] Fitch: E&P Firms in Focus as US High Energy Default Rate Rises


                            *********

440 WEST 164TH STREET: Case Summary & 2 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: 440 West 164th Street Housing Development Fund Corporation
        440 West 164th Street, Apt 44
        New York, NY 10032

Case No.: 15-10817

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 31, 2015

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

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  800 Third Avenue, 11th Floor
                  New York, NY 10022
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.com

Total Assets: $3.5 million

Total Liabilities: $1.7 million

The petition was signed by Mark Schwartz, officer.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-10817.pdf


ACADEMY HOLDINGS: Files for Chapter 11; Columbus Academy Closes
---------------------------------------------------------------
Martha Woodall, writing for Philly.com, reports that Academy
Holdings Corp. filed for Chapter 11 bankruptcy protection on March
25, 2015, and closed its Columbus Academy the next day.

According to Philly.com, the school enrolled 35 middle and high
school students in 2013 to 2014, but a spokesperson for the state
Department of Education said the enrollment in grades 9-12 dropped
to 27 students this academic year.  Columbus Academy had not told
the State Board of Private Academic Schools it ceased operations,
the report states, citing the spokesperson.

Philly.com relates that the Company's former chief operating
officer Chaka "Chip" Fattah Jr., son of Rep. Chaka Fattah, is
facing federal charges of bank fraud, tax evasion, and stealing
government funds.

Mr. Fattah had a hand in bilking the Philadelphia School District
of money by inflating salaries, making up benefit costs, and
reporting nonexistent employees, while working with the Company's
owner and Bala Cynwyd lawyer, David T. Shulick, Esq., Philly.com
states, citing federal prosecutors.  According to the report, Mr.
Shulick's company held contracts with the Philadelphia School
District to operate a disciplinary school in East Falls and an
accelerated high school program in Southwest Philadelphia to help
dropouts obtain diplomas.  Mr. Fattah, the report states, has
denied all the charges and said his case is a misguided attempt to
strike a blow against his father.

Academy Holdings Corp. is the parent company and successor of a
series of firms that have run alternative schools under contracts
with school districts.


ADELPHIA COMMUNICATIONS: Creditors Lose 2nd Bid at $149M Clawback
-----------------------------------------------------------------
Law360 reported that a New York federal judge has affirmed a
bankruptcy court ruling that defunct Adelphia Communications Corp.
was solvent at the time of a 1999 stock buyback from energy
holdings firm FPL Group Inc. and creditors therefore cannot claw
back $149 million from the transaction.

According to the report, U.S. District Judge Valerie Caproni denied
an appeal by the Adelphia Recovery Trust to recover $149 million
from the stock buyback on grounds the company was insolvent at the
time of the transaction.

The case is Adelphia Communications Corporation et al v. FPL Group,
Inc. et al., Case No. 1:14-cv-05532 (S.D.N.Y.).

               About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas was
sentenced to 12 years in prison, while son Timothy 15 years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  The Plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


ALLEN SYSTEMS: Court Signs Ch. 11 Plan Confirmation Order
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware signed a findings of fact, conclusions of law, and
order confirming the Chapter 11 plan of reorganization of Allen
Systems Group, Inc., et al., and approving the plan's explanatory
statement.

The Plan, which pays general unsecured creditors in full, is
supported by 100% of the Debtors' first lien lenders and has
garnered 100% acceptance from the only class of creditors entitled
to vote on the Plan -- junior secured noteholders -- and is even
supported by the only known member of either of the two classes
deemed to reject the Plan -- the Debtors' sole shareholder.
According to a declaration filed prior to the confirmation hearing,
the final voting results were overwhelmingly in favor of the
Debtors' restructuring and more than sufficient for Plan approval
under the Bankruptcy Code.  Of the 49 ballots received, 48 accepted
the Plan (representing $258,980,000 in claims), none rejected and
only one abstained from voting and elected to opt out of the Third
Party Release (representing $550,000 in claims).

A full-text copy of Judge Carey's Confirmation Order dated March
27, 2015, is available at
http://bankrupt.com/misc/ALLENplanord0327.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.


ALTEGRITY INC: Gets Court Approval to Assume RSA With Lenders
-------------------------------------------------------------
Altegrity Inc. received court approval to assume a restructuring
support agreement with holders of more than $1.3 billion of secured
debt.

The restructuring deal, which is backed by the majority of
Altegrity's lenders, and the proceeds from the sale of its two
businesses are expected to reduce the company's debt by about $700
million or 40 percent.

Some of Altegrity's lenders have committed to provide $90 million
in debtor-in-possession financing as part of the deal.  It will be
converted into second lien notes at the conclusion of the company's
bankruptcy case rather than paid in cash.

The restructuring deal previously drew flak from Altegrity's
official committee of unsecured creditors.  The group argued the
terms of the agreement have prevented Altegrity from seeking out
alternative proposals.

Altegrity and a group of bondholders defended the deal, arguing the
company is free to pursue an alternative proposal but assuming the
restructuring support agreement now will help the company secure
the support of its lenders to a bankruptcy plan.  

The committee's objection had already been resolved, according to
court filings.

                        About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services.  Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015.


Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A.
Bruens, Esq., at Debevoise & Plimpton LLP serve as the Debtors'
counsel.  Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon
L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as
the Debtors' Delaware and conflicts counsel.  Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.


ALTEGRITY INC: Unsecured Creditors to Recover 2.2% Under Plan
-------------------------------------------------------------
Altegrity Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a Joint Chapter 11 Plan and accompanying
disclosure statement that will delever the Company by approximately
$700 million, or 40% of the Debtors' outstanding debt.

The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532.  Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims.  Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.

To evidence their support of the Debtors' restructuring plan,
holders of approximately 78% of the Debtors' first lien debt and
approximately 95% of the Debtors' second and third lien debt have
executed the Restructuring Support Agreement.  The transactions
contemplated by the Restructuring Support Agreement (a) address
certain existing defaults under the First Lien Indebtedness, modify
change-of-control covenants, and reset financial covenants to
levels that are consistent with the Debtors' revised business plan,
(b) reduce outstanding debt by 40% and (c) provide the Debtors with
a new-money junior lien investment of $90 million to fund these
Chapter 11 Cases and post-emergence ongoing business operations.

Under the RSA, which was negotiated prepetition, the Company would
hand over control to second- and third-lien bondholders, while
senior creditors would loosen the terms of a $275 million
first-lien credit facility and have their $850 million in bond debt
paid down with $100 million of the $150 million in proceeds from
Altegrity's recent sale of two divisions of its beleaguered U.S.
Investigative Services, Law360 reported.

The Debtors intend to present the Disclosure Statement, and any
amendments, supplements, changes, or modifications thereto, for
approval at a hearing before the Honorable Laurie Selber
Silverstein on May 5, 2015, at 10:00 a.m. (prevailing Eastern
Time).  Objections, if any, to the approval of the Disclosure
Statement must be submitted on or before April 28.

A full-text copy of the Disclosure Statement dated March 30, 2015,
is available at http://bankrupt.com/misc/ALTEGRITYds0330.pdf

                        About Altegrity Inc.

Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services.  Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners.

Altegrity Inc. and 37 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015.
Jeffrey S. Campbell signed the petitions as president and chief
financial officer.  The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.

M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel.  Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers.  Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.

The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.


AMERICAN BUILDERS: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Beloit, Wis.-based American Builders & Contractors
Supply Co. Inc.  The outlook is stable.

At the same time, S&P affirmed its 'BB+' (two notches higher than
the corporate credit rating) issue-level rating on ABC Supply Co.'s
$1.25 billion senior secured bank term loan B due 2020.  The
recovery rating is '1', indicating S&P's expectation of very high
(90% to 100%) recovery for lenders under S&P's default scenario.

In addition, S&P raised its issue-level rating on ABC Supply Co.'s
$500 million senior unsecured notes due 2021 to 'B+' from 'B' (one
notch lower than the corporate credit rating).  S&P revised the
recovery rating to '5' from '6', indicating its expectation of
modest (10% to 30%), recovery for noteholders under its default
scenario.  S&P's recovery expectations are in the lower half of the
10% to 30% range.  The recovery revision is due to a change in
S&P's borrowing assumption for the asset-based lending (ABL)
facility that improves the recovery prospects for the unsecured
notes. The ABL is not rated.

The affirmation reflects S&P's expectation that ABC Supply Co. will
maintain leverage in a range that is commensurate with an
aggressive financial risk profile, despite improving operating
performance from a combination of product penetration and the
expectation of higher commercial construction spending.

"The stable rating outlook reflects our expectation that the
company will continue to generate positive free cash flow and
maintain strong liquidity while maintaining total leverage
(including lease obligations) of less than 5x and funds from
operations to debt of more than 12%, commensurate with an
aggressive financial risk profile," said Standard & Poor's credit
analyst Maurice Austin.

A downgrade is less likely in the next 12 months, given S&P's
favorable outlook for home construction and remodeling spending.
However, S&P could take such an action if the U.S. housing recovery
stalls and EBITDA falls in excess of 20% below its 2015 forecast,
causing leverage to increase above 5x.  This could also occur in a
recessionary environment with at least a 100 basis point decline in
gross margins.  However, S&P's economists only place a 10% to 15%
probability on a new recession

S&P could raise the rating if the increase in new home construction
and repair and remodeling spending is much greater than expected,
causing current leverage to improve and be sustained below 4x and
funds from operations to debt to increase above 20%, in line with a
"significant" financial risk profile.



AMERICAN INT'L: To Pay Nearly $1-Bil. to Settle Class Suit
----------------------------------------------------------
Reuters reported that shareholders of the insurance giant American
International Group have won approval of a $970.5 million
settlement resolving claims that they were misled about its
subprime mortgage exposure, leading to a liquidity crisis and
$182.3 billion in federal bailouts.

According to the report, Judge Laura Taylor Swain of Federal
District Court granted final approval at a hearing in Manhattan for
what lawyers for the investors called one of the largest
class-action settlements to come out of the 2008 financial crisis.
It is the largest shareholder class-action settlement in a case in
which no criminal or regulatory enforcement actions were ever
pursued, the plaintiffs' lawyers have said, Reuters related.

                           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.


ARCHDIOCESE OF ST. PAUL: Seeks More Time to File Plan
-----------------------------------------------------
Jean Hopfensperger, writing for Star Tribune, reported that the
Archdiocese of St. Paul and Minneapolis has asked a federal
bankruptcy court to extend its deadline for filing a reorganization
plan to Nov. 30.

According to the report, the archdiocese argued that it needed more
time to work with insurance carriers to determine liability.

“There are a number of difficult issues to be resolved before
completion of the mediation process,” the report said, citing a
notice filed in court.  "In particular, it is imperative that the
Archdiocese and the Committee have sufficient time to negotiate
with the liability insurance carriers for contribution toward a
comprehensive and global settlement and consensual plan of
reorganization.

                    About Archdiocese of St. Paul

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

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

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

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

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

                     *   *   *

According to the Court's docket, the Debtor's exclusivity period
for filing a Chapter 11 plan and disclosure statement ends on May
18, 2015.  Governmental proofs of claims are due July 15, 2015.


ATLANTIC CITY, NJ: Moody's Says Default Still Possible
------------------------------------------------------
Law360 reported that in light of a recent state-sponsored report
outlining Atlantic City, New Jersey's troubled financial condition,
credit rating agency Moody's Investor Services Inc. issued comments
saying it believes the proposals made for recovery are credit
negative because they leave open the possibility of a default.

According to Law360, the reaction from Moody's comes as a response
to a report from a state-appointed emergency manager for the city
-- which is facing a $101 million budget deficit because of its
shrunken tax base -- who floated $129 million in potential cuts,
revenue increases and delayed payments, but did not mention
bankruptcy.

                      *     *     *

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

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

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


ATLS ACQUISITION: Proposes April 28 Disclosure Statement Hearing
----------------------------------------------------------------
ATLS Acquisition, LLC, et al., amended their joint Chapter 11 plan
of liquidation to provide that the Debtors are continuing their
negotiations with Medco and five individual who served as directors
and officers of the Debtors, and to propose an April 28, 2015,
hearing on the adequacy of the disclosure statement explaining the
Plan.

The Plan Proponents anticipate that the Plan will provide for a
100% recovery to Holders of all Allowed Claims in the Chapter 11
Cases other than the Medco Claims.  According to the Amended Plan,
in addition to the negotiations with Medco, the Official Committee
of Unsecured Creditors has been engaged in extensive negotiations
with the Individual Parties, who are five individuals that served
as directors and officers of the Debtors, and who comprise all of
the shareholders of the Debtors.  Embodied in the Amended Plan are
the terms of the Individual Party Settlement, which provides for an
aggregate $2 million Distribution in full and final satisfaction of
all of the Individual Party Claims and the exchange of full mutual
releases between the Individual Parties and the Debtors' Estates.
The Debtors, however, note that as of March 27, the Individual
Parties have not accepted the Individual Party Settlement.

The Debtors also propose the following solicitation and
confirmation schedule:

   Disclosure Statement Hearing                      April 28
   Voting Record Date                                April 28
   Solicitation Commencement Date                    May 4
   Voting Deadline for the Plan                      June 2
   Plan Objection Deadline                           June 2
   Deadline to File Confirmation Brief               June 8
   Deadline to Respond to Plan Objections            June 8
   Deadline to File Voting Tabulations Affidavit     June 8
   Confirmation Hearing                              June 12

A full-text copy of the Amended Disclosure Statement, dated March
27, 2015, is available at http://bankrupt.com/misc/ATLSds0327.pdf

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

In November 2014, the Debtor received the green light from the
Bankruptcy Court for its $68.5 million sale to an investment group
led by private equity firm Palm Beach Capital.  The auction for
the assets boosted the purchase price by more than $20 million.


ATRINEA HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atrinea Holdings, LLC
        20 First Plaza NW, Ste. 500
        7601 Jefferson St. NE, #340
        Albuquerque, NM 87102

Case No.: 15-10813

Nature of Business: Health Care

Chapter 11 Petition Date: March 30, 2015

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Debtor's Counsel: Steven Tal Young, Esq.
                  20 First Plaza, NW, Suite 500
                  Albuquerque, NM 87102
                  Tel: 505-247-0007
                  Fax: 505-764-6099
                  Email: talyoung@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Philip Briggs, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb15-10813.pdf


AUTOPARTS HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Autoparts
Holdings Limited - Corporate Family and Probability of Default
Ratings, to Caa1 and Caa1-PD, from B3 and B3-PD, respectively. In a
related action Moody's downgraded the rating of the company's
senior secured first lien bank credit facilities to B3 from B2, and
the rating of the senior secured second lien term loan to Caa3 from
Caa2. The rating outlook remains negative.

The following ratings were lowered:

Autoparts Holdings Limited:

  -- Corporate Family Rating, to Caa1 from B3;

  -- Probability of Default Rating, to Caa1-PD from B3-PD;

Fram Group Holdings Inc./Prestone Holdings Inc./Fram Group (Canada)
Inc., as co-borrowers:

  -- $50MM Senior Secured First Lien revolving credit facility
     due July 2016, to B3 (LGD3) from B2(LGD3);

  -- $508MM (remaining amount) Senior Secured First Lien Term
     Loan due July 2017, to B3 (LGD3) from B2 (LGD3);

  -- $105MM (remaining amount) Senior Secured Second Lien Term
     Loan due January 2018, to Caa3 (LGD5) from Caa2 (LGD5)

The downgrade of Autoparts' Corporate Family Rating to Caa1
reflects the ongoing industry pressures in the automotive
aftermarkets experienced by the company, including longer servicing
intervals, fewer engine cylinders in automobiles, improved
automobile reliability, and increasing vehicle technology which has
shifted consumer purchases from Do-It-Yourself (DIY) to
Do-It-For-Me (DIFM) outlets. In addition, Autoparts' recent
performance has been adversely impacted by lower customer volumes
and competitive pressures in the company's Autolite and Prestone
segments. As a result, Moody's believes the company's 2015 results
will underperform prior-year results, reversing Autoparts' gradual
improvement in operating performance over the past several
quarters. Autoparts is likely to experience some recovery in
certain of its product lines along with additional cost savings to
support improving profit levels by year-end 2015. However, Moody's
believes the results will remain below prior-year levels.

Positively, Autoparts has received support from its equity sponsor,
the Rank Group, including approximately $25 million of additional
equity in June 2014 which provided operating flexibility and debt
paydowns. As of September 30, 2014, the company benefited from
favorable credit metrics with Debt/EBITDA of 6.5x, and excluding
factored receivables, 5.3x. EBITA/Interest approximated 1.7x.

The negative outlook reflects Moody's expectation that Autoparts'
year-over-year performance will decline in 2015. The rating and
outlook also incorporates the risks around the unresolved strategic
review of the ownership of the businesses operated by Autoparts
announced in August 2014. The resolution of this review may be
challenged by cost sharing and manufacturing arrangements with UCI
International, Inc.(a subsidiary of UCI Holdings Ltd, also owned by
an affiliate of the Rank Group).

Autoparts' liquidity profile is expected to remain weak over the
near-term driven by the looming maturity of the $50 million
revolving credit facility in July 2016 and the uncertainty of the
resolution of the company's strategic business review. As of
September 30, 2014, availability under the $50 million senior
secured revolving credit facility was about $45.1 million after
$1.9 million of letters of credit outstanding and $3 million of
borrowings. Cash and cash equivalents were approximately $68.6
million. Autoparts' free cash flow generation in 2015 is likely to
be only moderately positive as result expected weaker year-over
year performance. Alternative liquidity is limited as essentially
all of the company's domestic assets secure the bank credit
facilities.

An important aspect of Autopart's liquidity profile is its ability
to factor receivables. If receivables had not been factored, $153.3
million of additional receivables would have been outstanding at
September 30, 2014. While Moody's recognize this is a common
practice among automotive aftermarket parts retailers and their
suppliers, Moody's also consider this amount as a potential
short-term funding risk if markets are not available to enter into
further factoring arrangements.

Future events that could drive Autoparts' ratings lower include:
market share losses or raw material cost pressures not offset by
operating efficiencies resulting in further deterioration in profit
margins, EBITA/interest approaching 1x, or the inability to resolve
the strategic business review following the termination date of the
revolving credit facility becoming a current maturity.

Future events that could potentially improve the company's ratings
include: improvement the company's revenue and profit trends
combined with a favorable resolution of the company's strategic
business review, and an extension in the maturities of the
company's first lien bank credit facilities.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Autoparts Holdings Limited, headquartered in Lake Forest, IL, is a
leading manufacturer of high quality, non-discretionary products
for the automotive and heavy-duty aftermarket. The company's brands
include FRAM®, Prestone® and Autolite. For the LTM period ending
September 30, 2014, the Autoparts had sales of approximately $881
million. The company is owned by an affiliate of Rank Group Ltd, a
New Zealand based private equity firm.


AWAL FINANCE: Court Issues Joint Administration Order
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
signed an order directing joint administration of cases 15-10652,
15-10653, 15-10654, 15-10655, 15-10656, 15-10657 and 15-10658 under
case 15-10652 (Awal Finance Company (No. 5) Limited, et al.).

                          About Awal SPVs

Awal Finance Company (No. 5) Limited et al., are special purpose
investment vehicle established by Awal Bank to hold specific
investment securities.

Awal Finance and other SPVs on Nov. 16, 2009, commenced insolvency
proceedings, under Cayman Islands law, currently pending before
the
Grand Court of the Cayman Islands, Financial Services Division.

The SPVs filed Chapter 15 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 15-10652) in Manhattan on March 19, 2015 to seek
U.S.
recognition of the Cayman proceedings.

Christopher Dorrien Johnson, Russell Homer, Bruce Alexander
Mackay,
and Geoffrey Lambert Carton-Kelly, in their capacity as the Joint
Official Liquidators, signed the Ch. 15 petitions.
The JOLs are represented in the U.S. cases by David Molton, Esq.,
at Brown Rudnick LLP, in New York.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  Stewart Hey,
Esq., at Charles Russell LLP, as external administrator of Awal
Bank, made a voluntary petition under Chapter 15 of the U.S.
Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923)
on
Sept. 30, 2009, following the administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis.  The bank ceased to
operate
as a going concern since it was place into administration.

Awal Bank filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on Oct. 21, 2010.  Awal Bank exited
U.S.
bankruptcy protection in 2012.  Awal Bank was represented in the
U.S. proceedings by lawyers at Brown Rudnick LLP.


BLUEHIPPO FUNDING: Former CEO to Rebut Contempt Damages
-------------------------------------------------------
Law360 reported that warning it would be an uphill fight, a
Manhattan federal judge gave former BlueHippo Funding LLC CEO
Joseph Rensin a chance to rebut Second Circuit guidance suggesting
he and the bankrupt retail credit concern are liable to consumers
for $14 million after a contempt finding in a deceptive practices
case.

According to the report, U.S. District Judge Paul A. Crotty set a
30-day briefing schedule that will allow Rensin to contest the
appellate court's finding that some 55,000 customers can be
presumed to have relied upon BlueHippo misrepresentations.

BlueHippo Funding LLC is a direct marketer of computers to
consumers with poor credit records.  The company generated $33.1
million in sales during 2008 and $21.5 million through September
this year.  NetDockets says BlueHippo described itself as offering
customers with poor credit "an effective alternative way . . . to
purchase computers and other electronic equipment."  However, its
business practices had been the subject of class action lawsuits
and legal action by the Federal Trade Commission.  The net loss
this year is $1.8 million. BlueHippo is owned by Joseph K. Rensin.

BlueHippo Funding LLC and several affiliates filed for Chapter 11
on November 23, 2009.  The case is In re Distinctive Call Response
LLC, 09-14154, U.S. Bankruptcy Court, District of Delaware
(Wilmington).  Eric Michael Sutty, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, represents the Debtors.  BlueHippo said it
has assets of $10 million while debt is $12.1 million.

The Bankruptcy Court has converted the Chapter 11 reorganization
case of BlueHippo Funding LLC to a liquidation under Chapter 7.


BRAGG COMMUNICATIONS: S&P Alters Outlook to Stable, Affirms BB- CCR
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Halifax-based cable TV services provider Bragg Communications Inc.
to stable from positive, and affirmed its 'BB-' long-term corporate
credit rating on the company.

At the same time, Standard & Poor affirmed its 'BB+' issue-level
rating on Bragg's senior secured bank facilities.  The '1' recovery
rating is unchanged, reflecting very high (90%-100%) recovery in a
default scenario.

"The outlook revision reflects our view that increasing competitive
pressure has contributed to a larger decline in core cable
subscribers than we expected, negating the positive credit momentum
of improving credit ratios from debt reduction," said Standard &
Poor's credit analyst Donald Marleau.

The ratings on Bragg benefit from what S&P sees as the company's
"fair" business risk profile, supported by its healthy market
position as the incumbent provider of cable television and related
services in Atlantic Canada, industry-leading penetration of
revenue generating units (RGUs); and the company's demonstrated
ability to sustain its industry-leading profit margins.  S&P
believes that RGU erosion in 2014, however, highlights stiff
triple-play competition from large telecom rivals (principally,
Bell Aliant Inc.), ongoing competition from direct-to-home
satellite television providers, increasing market saturation for
Bragg's current offerings, the inherent risks from technological
substitution for cable TV and fixed-line voice services, and the
potential for execution challenges with respect to new initiatives.
Moreover, S&P's view of the company's business risk profile
incorporates its small size, operations in smaller markets with
less attractive household densities, and somewhat high geographic
concentration of cash flow.

Privately held Bragg is the smallest of the five large cable
operators in Canada.  Based in Halifax, N.S., the company provides
analog and digital cable television, high-speed Internet, and
telephone services to its customers primarily under the EastLink
brand.  Bragg operates in seven Canadian provinces, with about half
of its subscriber base in Atlantic Canada and the remainder spread
out over Ontario and western Canada.

The stable outlook reflects S&P's expectation that Bragg's credit
measures will be strong for the rating, offsetting persistent
subscriber attrition amid increasingly competitive market
conditions that will constrain earnings growth over the next
several years.  S&P believes that Bragg's credit quality is well
insulated from competitive pressures, as steady free cash flow and
continued debt reduction contribute to modestly stronger credit
measures over the next two years.

S&P could lower the ratings on Bragg if subscriber losses combined
with margin pressure in its core cable operations, such that
adjusted debt-to-EBITDA approaches 4x.  S&P believes that such a
scenario could arise from increased triple-play competition from
telecom rivals, and could indicate a deteriorating competitive
position.  Although less likely in the next two years, S&P also
expects that increased debt for additional shareholder
distributions could contribute to our lowering the rating.

S&P could raise the rating on Bragg if subscriber attrition
stabilizes, providing a path to stronger revenue and earnings
growth with sustained average revenue per unit increases, while
maintaining leverage below 3x.  S&P believes that such a scenario
would be consistent with a steady or improving competitive position
and continued free cash flow available for debt reduction or
important strategic investments.



BRG SPORTS: S&P Raises Rating on $175MM Sr. Term Loan to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on BRG Sports Inc.'s $175 million senior term loan due 2021 to 'B'
from 'B-'.  S&P revised its recovery rating on the term loan to
'2', indicating its expectations for substantial recovery (70% to
90%, at the low end of the range) in the event of a payment
default, from '3'.  The revised recovery rating reflects the
company's prepayment of its term loan by roughly $8 million and
S&P's assumption that the company's revolver usage at default would
be lower than S&P's prior expectations.

The issue-level ratings on the company's second lien term loan due
2022 remain 'CCC'.  The recovery rating remains '6', indicating
S&P's expectation for negligible recovery (0% to 10%) in the event
of a payment default.

The 'B-' corporate credit rating and stable outlook on BRG Sports
Inc. remains unchanged.  The rating reflects the company's
participation in the highly fragmented and competitive performance
sports equipment industry, narrow business focus, limited
geographic diversity, sensitivity to cyclical demand conditions,
and exposure to product liability.  S&P also recognizes the
strength of its brands and good market position within segments of
the industry.

The rating also reflects S&P's estimate that debt to EBITDA for the
fiscal year ended Dec. 31, 2014, was roughly 15.1x (8.2x excluding
S&P's preferred stock adjustment), and funds from operations (FFO)
to debt was roughly negative 5% (4.2% excluding our preferred stock
adjustment).  S&P expects the company to maintain leverage between
9x and 10x (4x and 5x without the preferred stock adjustment) and
FFO to debt between 0% and negative 5% (10% and 15% excluding S&P's
preferred stock adjustment) during fiscal 2015.

RATINGS LIST

Ratings Unchanged

BRG Sports Inc.
Corporate credit rating     B-/Stable/--
  $105 mil. second lien term
   loan due 2022             CCC
   Recovery rating           6

Ratings Raised

                             To                From
$175 mil. sr. term loan due     
  2021                       B                 B+
  Recovery rating            2L                3



CAESARS ENTERTAINMENT: Bond Trustee Sues to Enforce $750M Guarantee
-------------------------------------------------------------------
Law360 reported that BOKF NA, a bond trustee, accused Caesars
Entertainment Corp. of illegally repudiating $750 million in junior
debt to ease the restructuring of its bankrupt operating unit by
filing a lawsuit in New York that strikes at the heart of a
carefully constructed $10 billion deleveraging strategy.

According to the report, BOKF, the trustee for 12.75 percent
second-lien notes issued by Caesars Entertainment Operating Co.,
sued in New York federal court to reinstate a corporate guarantee
that CEOC's non-bankrupt parent company says is no longer in
effect.  The parent guarantee would otherwise obligate Caesars to
make investors whole should CEOC default, the 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.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.


CAESARS ENTERTAINMENT: Customer Loyalty Program Valued at $1-Bil.
-----------------------------------------------------------------
Kate O'Keeffe, writing for Daily Bankruptcy Review, reported that
the most valuable asset in the bitter bankruptcy feud at Caesars
Entertainment Corp. isn't the casino operator's opulent
Roman-themed resort at the heart of the Las Vegas Strip. It's the
company's big-data customer loyalty program, valued at $1 billion
by creditors.

According to the report, Caesars chief executive Gary Loveman, a
former Harvard Business School professor, said he devised the Total
Rewards program in 1998 as a way to attract customers to the
company's casinos without breaking the bank to upgrade them.

                     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.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.


CAESARS ENTERTAINMENT: Kirkland Denies Conflicts in Employment
--------------------------------------------------------------
Law360 reported that Kirkland & Ellis LLP bankruptcy attorneys
fought back against a bid to disqualify them from representing
Caesars Entertainment Operating Co., denying that the firm owes any
loyalty to the private equity shareholders accused of looting the
largest U.S. gaming company.

According to the report, in a court filing, Kirkland said that it
stood ready to sue Apollo Global Management LLC and TPG Capital if
necessary and panned the suggestion by CEOC creditors that it would
shy away from pursuing the private equity firms, which are being
eyed as potential litigation targets over their ownership roles.

"Speculative conflicts are no basis for disqualification," Kirkland
said, the report related.  "The second lien committee's casual
assertions that Kirkland attorneys would refuse to take positions
adverse to Apollo or TPG, abandon their duties as estate
fiduciaries, and thwart this restructuring process should not be
dignified by the court."

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

The Statutory Unsecured Claimholders' Committee said it does not
object to the Debtors' employment of Kirkland & Ellis, but argues
that to the extent any disputes arise among the Debtors' estates at
any time during the chapter 11 cases, the UCC may request an order
granting it derivative standing so that one side of the dispute can
be handled by the UCC.

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

                     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.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.


CAMBIUM LEARNING: Moody's Alters Outlook to Stable & Affirms CFR
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Cambium
Learning Group, Inc. to Stable from Negative reflecting recent debt
repayments combined with improved EBITDA margins as a result of
cost cutting efforts. The Caa1 Corporate Family Rating, Caa1-PD
Probability of Default Rating, SGL-2 Speculative Liquidity Rating,
and debt instrument ratings were affirmed as summarized below.

Issuer: Cambium Learning Group, Inc.

Outlook Actions:

  -- Outlook, Changed To Stable from Negative

Affirmations:

  -- Corporate Family Rating: Affirmed Caa1

  -- Probability of Default Rating: Affirmed Caa1-PD

  -- Speculative Grade Liquidity Rating: Affirmed SGL-2

  -- $140 Million Senior Secured Notes maturing Feb 2017:
     Affirmed Caa1, LGD3

Cambium's Caa1 corporate family rating reflects high leverage with
debt-to-EBITDA of 5.5x (including Moody's standard adjustments,
cash pre-publication costs as a reduction in EBITDA, changes in
deferred revenue) for FYE2014. Moody's believes the company faces
challenges in growing overall revenue due to weakness from legacy
print-based product sales at Voyager Sopris Leaning ("VSL") and
competition from free or lower-priced products impacting sales of
text-to-speech products for Kurzweil Education. Cambium's largest
segment, VSL, focuses on serving at-risk and special education
student populations and competes against larger education companies
with deep financial pockets, a wide array of products, and greater
ability to invest in developing digital offerings. Revenue in the
company's intervention segments has continued to decline in the
past year; however, the decline is partially offset by growth in
mainstream education products. In addition, Cambium has actively
managed its cost base to deliver stable results. Over the next 12
months, Moody's expect the company to focus on stemming top line
declines by growing revenue at Learning A-Z and ExploreLearning
while supporting underperforming segments by migrating to newer
digital offerings. Leverage remains high which is partially offset
by the company's ability to generate good free cash flow reflecting
improved overall EBITDA margins despite the company's need to
invest in new technology to support sales. The company has
maintained good liquidity with meaningful cash balances and
positive free cash flow generation. The absence of financial
maintenance covenants and no significant debt maturities until 2017
when the 9.75% notes mature provides some time to stabilize the VSL
business, grow cash flow generated from newer offerings, and
improve leverage to facilitate refinancing.

The stable outlook incorporates the challenges that the VSL and
Kurzweil Education segments face and the potential for further
revenue and EBITDA declines due to the uncertain environment in the
U.S. for educational providers and the continuation of weak
performance within those segments. Moody's expect revenue growth
for Learning A-Z and ExploreLearning segments to partially offset
declines in the other segments, and Moody's believe the company
will be able to manage its leverage and other credit metrics within
the Caa1 rating as free cash flow is applied to reduce debt
balances. Debt-to-EBITDA will remain high making the company
vulnerable to an economic downturn, further tightening of funds to
school districts from state and local governments, or heightened
competition. The outlook also assumes the company will be able to
refinance the notes due 2017. Ratings could be downgraded if
revenue and EBITDA deteriorate resulting in debt-to-EBITDA being
sustained above 6.0x (including Moody's standard adjustments, cash
pre-publication costs as a reduction in EBITDA, changes in deferred
revenue). Given the absence of a committed revolver, ratings could
also be downgraded if the company's liquidity deteriorates
reflected by lower cash balances or declining free cash
flow-to-debt ratios. Moody's could consider an upgrade of ratings
if continued revenue and EBITDA growth results in leverage being
sustained comfortably below 5.0x (including Moody's standard
adjustments, cash pre-publication costs as a reduction in EBITDA,
changes in deferred revenue) and the company maintains good
liquidity, including free cash flow-to-debt ratios in the low
double digit percentage range or better. Moody's would also need to
be assured that the company will successfully execute on its
strategy of reducing the rate of revenue decline in its weaker
performing VSL and Kurzweil Education segments while maintaining
sale growth in Learning A-Z and ExploreLearning segments.

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

Headquartered in Dallas, TX, Cambium Learning Group, Inc. provides
evidence-based educational solutions and professional services
focused on helping all students reach their full potential. The
company is comprised of Voyager Sopris Learning (50% of FY2014
revenue), Learning A-Z (31%), ExploreLearning (13%) and Kurzweil
Education (6%). Voyager Sopris Learning is a provider of technology
blended research and evidence based education solutions and online
learning tools for students, teachers and local school leaders.
Learning A-Z is a preK-6 educational resource company specializing
in online delivery of leveled readers and other supplementary
curriculum. Veronis Suhler Stevenson, a private investment firm
owns approximately 71% of the company common shares. Reported net
revenue for the 12 months ended December 31, 2014 totaled $142
million.


CATAMARAN CORP: Moody's Reviews 'Ba2' CFR for Upgrade
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Moody's Investors Service placed Catamaran Corporation's ratings,
including its Ba2 Corporate Family Rating, on review for upgrade.
The action follows the announcement that OptumRx, UnitedHealth
Group Incorporated's independent pharmacy benefit manager (PBM),
plans to acquire Catamaran, which will involve UnitedHealth issuing
up to $13 billion of new debt. In addition, UnitedHealth will
assume the senior unsecured notes of Catamaran. Moody's affirmed
UnitedHealth's A3 debt rating but changed the outlook to negative.

Ratings placed on review for upgrade:

Catamaran Corp.:

  -- Corporate Family Rating at Ba2

  -- Probability of Default at Ba2-PD

  -- Senior unsecured notes at Ba3 (LGD5)

  -- Senior secured bank facility at Ba1 (LGD3)

Moody's rating review of Catamaran will consider: (1) the benefits
of being part of a larger and more diversified entity; (2) where
Catamaran's debt is ultimately held within UnitedHealth's capital
structure; and (3) what, if any, support mechanisms, including
guarantees, are provided to Catamaran's bondholders.

At this time, Moody's understands that UnitedHealth plans to
guarantee Catamaran's unsecured notes. If this occurs, Moody's
would likely assign an A3 rating to Catamaran's notes upon closing,
expected in the fourth quarter of 2015. Moody's believes that
Catamaran's bank debt will be repaid and its revolver will be
terminated due to change of control provisions.

Catamaran's current Ba2 CFR reflects its position as a mid-market
PBM company that has gained scale following its 2012 merger with
Catalyst and subsequent acquisitions. But, it competes with much
larger players including Express Scripts and CVS Health, which
dominate the PBM landscape. Catamaran's mail order and specialty
drug service offerings, though growing, are still substantially
smaller than those of its large competitors. Its move into the
large customer market increased its customer concentration risk, as
highlighted by its 2013 contract with CIGNA. Catamaran's roll-up
strategy involves acquisitions of mid-sized PBMs that are using its
information technology platforms.

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

Catamaran Corporation, headquartered in Lisle, Illinois, is a
provider of pharmacy benefit management services and healthcare
information technology (HCIT) solutions to the healthcare benefit
management industry.


CATAMARAN CORP: S&P Puts 'BB+' CCR on CreditWatch Positive
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Standard & Poor's Ratings Services placed all of its ratings,
including the 'BB+' corporate credit rating, on Catamaran Corp. on
CreditWatch with positive implications.

"The CreditWatch placement follows United HealthCare Insurance
Co.'s [UHC] announcement that it intends to acquire Catamaran in a
$12.8 billion deal funded by a mix of cash and new debt," said
Standard & Poor's credit analyst Shannan Murphy.  Pro forma the
acquisition and the combination of Catamaran with UHC's captive
pharmacy benefit manager, Optum Rx, the combined entity will be the
third-largest U.S. pharmacy benefit manager, behind CVS/Caremark
and Express Scripts.

Earlier, S&P affirmed its 'A+' rating on United HealthCare and
revised the rating outlook to negative from stable on news of the
acquisition.

S&P will resolve its CreditWatch listing on Catamaran when the
acquisition closes, pending additional information on UHC's
acquisition integration plans and on the ultimate capital structure
of the combined entity.



CENTURYLINK INC: Fitch Affirms 'BB+' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
CenturyLink, Inc. (CenturyLink) and its subsidiaries at 'BB+'. The
issue ratings of CenturyLink's $8 billion of outstanding senior
unsecured notes (pro forma for first-quarter 2015 refinancing) and
revolving credit facility (RCF) have been affirmed at 'BB+'. The
ratings on the outstanding $10.1 billion aggregate amount of senior
unsecured debt of Qwest Corporation (QC) and Embarq Corporation
(Embarq, including certain subsidiaries) have been affirmed at
'BBB-'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The following factors support CenturyLink's ratings:

   -- Fitch's ratings are based on the expectation that
      CenturyLink will demonstrate steady improvement in its
      revenue profile over the next couple of years given that
      rates of decline have moderated to nominal levels and could
      be flat in 2015;

   -- Near-term consolidated free cash flows (FCFs) have
      strengthened and are expected to be relatively healthy in
      2015;

   -- Liquidity is expected to remain relatively strong over the
      rating horizon.

The following factors are embedded in CenturyLink's ratings:

   -- CenturyLink's financial policy, which incorporates a net
      leverage target of up to 3x;

   -- High-margin voice revenues continue to decline but are
      largely being replaced by broadband and business services
      revenues. The latter sources have lower margins.

CenturyLink's consolidated revenues continue to show signs of
reaching stability, declining by a modest 0.4% in 2014, after
recording a 1.5% decline in 2013. Fitch continues to expect revenue
growth from strategic areas, including high-speed data, Prism,
advanced business services, as well as in managed hosting and cloud
computing services, to contribute to longer-term revenue
stability.

In May 2014, a 24-month, $1 billion share repurchase program became
effective upon the completion of the previous $2 billion repurchase
program and by the end of 2014, $200 million of shares were
repurchased. Share repurchases are being funded primarily out of
FCF. Fitch does not expect CenturyLink to issue debt for future
share repurchases.

On a gross debt basis, CenturyLink's leverage at year-end 2014 was
approximately 2.95x. Leverage has risen from the 2.84x posted in
2013 given slight pressure on EBITDA as service revenues continue
to shift to lower-margin, but strategic, broadband and business
service revenue from higher-margin legacy voice revenues. Fitch
believes leverage will remain around 3x over the next couple of
years, in part due to a stabilization of EBITDA in 2016 or 2017, as
newer strategic services achieve greater scale.

CenturyLink's total debt was $20.7 billion at Dec. 31, 2014.
Financial flexibility is provided through a $2 billion RCF, which
matures in December 2019. As of Dec. 31, 2014, approximately $1.275
billion was available on the facility. CenturyLink also has a $160
million uncommitted revolving letter of credit facility.

In 2015, Fitch expects CenturyLink's FCF (defined as cash flow from
operations less capital spending and dividends) to be substantially
similar to the $913 million generated in 2014. Expected FCF levels
reflect capital spending within the company's guidance of
approximately $3 billion for 2015. Within the capital budget, areas
of focus for investment include continued spending on data
center/hosting, broadband expansion and enhancement, as well as
spending on IPTV, the company's facilities-based video program.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. Maturing
debt in 2015 totals $550 million, of which $350 million was repaid
in February 2015. In 2016, maturities amount to approximately $1.5
billion.

The principal financial covenants in the $2 billion RCF limit
CenturyLink's debt-to-EBITDA for the past four quarters to no more
than 4x and EBITDA-to-interest plus preferred dividends (with the
terms as defined in the agreement) to no less than 1.5x. QC has a
maintenance covenant of 2.85x and an incurrence covenant of 2.35x.
The facility is guaranteed by certain material subsidiaries of
CenturyLink.

Going forward, Fitch expects CenturyLink and QC will be
CenturyLink's only issuing entities. CenturyLink has a universal
shelf registration available for the issuance of debt and equity
securities.

KEY ASSUMPTIONS

   -- Fitch assumes revenues will be flat in 2015, and will grow
      in the low single digits beginning in 2016. EBITDA margins
      in 2015 and 2016 are expected to decline slightly from the
      38.8% recorded in 2014 as higher margin legacy revenues
      continue to decline.

   -- In 2015, Fitch expects consolidated capital spending to
      approximate $3 billion, similar to the amount spent in 2014.

      The company's $1 billion share repurchase program, which
      became effective in May 2014, is expected to be completed
      over an 18-to-24 month period.

RATING SENSITIVITIES

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and expectations for leverage.

A negative rating action could occur if:

   -- Consolidated leverage through, but not limited to,
      operational performance, acquisitions, or debt-funded stock
      repurchases, is expected to be 3.5x or higher;

   -- A reduction in capital spending that, in Fitch's evaluation,

      affects future revenue growth.

The ratings have been affirmed as follows:

CenturyLink

   -- Long-term IDR at 'BB+';
   -- Senior unsecured $2 billion RCF at 'BB+';
   -- Senior unsecured debt at 'BB+'.

Embarq Corp.

   -- IDR at 'BB+';
   -- Senior unsecured notes at 'BBB-'.

Embarq Florida, Inc. (EFL)

   -- IDR at 'BB+';
   -- First mortgage bonds at 'BBB-'.

Qwest Communications International, Inc. (QCII)
   -- IDR at 'BB+'.

Qwest Corporation (QC)
   -- IDR at 'BB+';
   -- Senior unsecured notes at 'BBB-'.

Qwest Services Corporation (QSC)
   -- IDR at 'BB+'.

Qwest Capital Funding (QCF)
   -- Senior unsecured notes at 'BB+'.




CLOUDEEVA INC: Bankruptcy Trustee Proposes Sale of IT Firm
----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
bankruptcy lawyers in charge of information technology staffing
firm Cloudeeva Inc. are proposing to sell the New Jersey company at
an April auction.

According to the report, citing a court filing, Cloudeeva officials
said that staffing competitor First Tek Inc. has already offered
$5.6 million for the struggling company, whose roughly 350
full-time and contracted workers are hired as tech support by
corporations and governments.

                      About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
32
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.  The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing.  The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they later sought approval to tap Trenk, DiPasquale,
Della
Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel.  Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                           *     *     *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd.
BAPL asserted that the cases were not filed in good faith. The
Debtors subsequently filed an appeal challenging the dismissal of
their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings. Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court
or the District Court.

The Debtor filed a Plan of Reorganization and Disclosure Statement
on Oct. 7, 2014.  The Plan will be funded by cash on-hand on the
Effective Date, cash revenues derived from the Debtors' continued
operations, and investment of $1.15 million from Cloudeeva India
Private Limited or their designee, along with their guarantee of
all payments to be made under Plan, in exchange for the equity of
the Reorganized Debtors, as agreed in the parties' Plan Support
Agreement.

The Court approved the appointment of Stephen Gray as Chapter 11
trustee for the Debtors' estate.  The trustee was represented by
Saul Ewing LLP.  Richard B. Honig was later appointed as the
Chapter 11 successor trustee for Cloudeeva Inc.


CONNACHER OIL: Sued by Credit Suisse Over $128-Mil. Loan Default
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Law360 reported that Calgary-based Connacher Oil and Gas Ltd. was
hit with a lawsuit in New York state court by a Credit Suisse Group
unit that claims the energy exploration company has defaulted on a
$128 million loan.

                         About Connacher

Connacher is a small exploration & production company that
operates
two steam assisted gravity drainage oil sands projects in Alberta,
currently producing about 13,400 barrels per day net of royalties.

                          *     *     *

The Troubled Company Reporter, on March 10, 2015, reported that
Moody's Investors Service downgraded Connacher's Probability of
Default Rating to 'C-PD/LD' from 'Ca-PD' and its Corporate Family
Rating to 'C' from 'Ca'.  Moody's appended the limited default or
"LD" designation to Connacher's PDR to reflect the company's
failure to make the interest payments with respect to its second
lien notes within the 30 day grace period under the indentures,
from Feb. 2, 2015, when the interest became payable.  Moody's also
affirmed the second lien notes rating of 'Ca'.  The Speculative
Grade Liquidity Rating of SGL-4 remains unchanged.  The outlook
remains negative.

The TCR, on Feb. 4, 2015, reported that Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating and
debt issue ratings on Connacher to 'D' from 'CC', following the
Company's announcement of its proposed recapitalization, in which
the company intends to exchange its existing C$350 million and
US$550 million senior secured second-lien debt (plus accrued
interest) for equity.


CONSTAR INTERNATIONAL: Seeks More Time to Remove Suits
------------------------------------------------------
Capsule International Holdings LLC has filed a motion seeking
additional time to remove lawsuits involving the company and its
affiliates.

In its motion, Capsule International, formerly known as Constar
International Holdings LLC, asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to May 12, 2015.

Evan Miller, Esq., at Bayard P.A., in Wilmington, Delaware, said
the extension, if granted, would give the company more time to
consider removal of the lawsuits and ensure that its decisions are
"fully informed."

The motion is on Judge Christopher Sontchi's calendar for April 28,
2015.

                   About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert
S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the Debtors'
claims and noticing agent, and administrative advisor.  Lincoln
Partners Advisors LLC serves as the Debtors' financial advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million against
$123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal North
America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3
million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration Proceeding
follows the closing of the sale of the U.K. assets to Sherburn
Acquisition Limited.  The Delaware Bankruptcy Judge authorized the
U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727,
(or US$7,046,000), less the deposit in the sum of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent
and agent under the revolving loan facility, consented to the
administration of Constar U.K. and the appointment of the Joint
Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group,
Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II,
Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule
International U.K. Limited (Foreign).


D/K MECHANICAL: Order Setting Aside Default Judgment Affirmed
-------------------------------------------------------------
The Court of Appeals of California, Fourth District, Division
Three, affirmed a lower court order that allowed Michael Jay Berger
to set aside a default and a $10 million default judgment obtained
by D/K Mechanical Contractors, Inc. (D/K), DGB Contractor Services,
Inc. (DGB), and BGD Enterprises, Inc. (BGD) against Berger.

D/K et al. appealed, arguing that Berger did not show a meritorious
defense or the required elements for equitable relief.

D/K et al. were related companies in the construction industry. D/K
and DGB were mechanical contractors and BGD owned title to some of
the vehicles the others used. In October 2011, D/K or DGB or both
were parties to about 50 contracts with a contract value over $100
million. All their vendor invoices were paid current and they were
not in default on any of their contracts. D/K's line of credit had
just recently been increased from $3.5 to $4.4 million.

At that time, because of a short term cash flow problem, D/K et al.
were concerned about whether they could meet a $500,000 obligation
to labor unions which was due in the next several weeks. Therefore
they consulted with Berger, a certified bankruptcy specialist, as
to whether bankruptcy would solve the problem.  Berger represented
to D/K et al. he had experience handling construction companies,
and their relationships with unions and bonding companies, and that
he understood the consequences of D/K et al. filing bankruptcy.

After being retained by D/K et al., Berger filed chapter 11
petitions for D/K and DGB and a chapter 7 petition for BGD.  Five
days thereafter, D/K et al. substituted in their current counsel --
Shulman Hodges & Bastian's Ronald S. Hodges, Esq., and J. Ronald
Ignatuk, Esq. -- who filed motions to dismiss the bankruptcies.

D/K et al. state they were severely damaged by the bankruptcy
filings. Almost all the contracts to which they were parties,
including loan agreements and surety bonds, went into default as a
result. Payments under contract began being paid to the surety
company, and all parties with whom D/K et al. had contracts had the
right to terminate. Two multimillion dollar contracts for which D/K
et al. had successfully bid were not consummated because D/K et al.
could not obtain a surety bond. D/K et al. claimed additional
damages.

In October 2012, D/K et al. filed suit alleging causes of action
for breach of contract, legal malpractice, and fraud, seeking
damages in excess of $10 million and restitution of payments to
Berger.  Berger never filed his answer.

On February 15, 2013, D/K et al. filed their documents to prove up
the default judgment. After an evidentiary hearing in June, in July
the court entered a default judgment in favor of D/K for just over
$4 million, in favor of DGB for just over $6 million, and in favor
of BGD for $410 (collectively $10 million judgment).

Berger filed a motion to set aside the default and judgment.  He
declared he had "good defenses" to the complaint, stating he had
performed everything required of him under the fee agreements and
believed filing the bankruptcy had been in D/K et al.'s best
interest. He stated that he decided not to file a motion to set
aside the default but wait until a judgment was entered. He pointed
out D/K et al. had delayed seeking the $10 million judgment.

The lower court ultimately determined trial on the merits was
warranted and exercised its discretion to set aside the default and
the $10 million judgment.

The case is, D/K MECHANICAL CONTRACTORS, INC., et al., Plaintiffs
and Appellants, v. MICHAEL JAY BERGER, Defendant and Respondent,
No. G049340 (Cal. Ct. App.).  A copy of the Court's March 24, 2015
Opinion is available at http://is.gd/VJ1qIffrom Leagle.com.

D/K Mechanical Contractors, Inc., based in Anaheim, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No.
11-24055) on October 7, 2011.  Judge Robert N. Kwan oversees the
case.  The Debtor estimated $0 to $50,000 in assets and $1 million
to $10 million in debts.  A list of the Company's 20 largest
unsecured creditors, filed together with the petition, is available
for free at http://bankrupt.com/misc/cacb11-24055.pdf The petition
was signed by Gary Brubaker, president.


DEERFIELD RANCH: Seeks 'Adequate Protection' for Grape Growers
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
is set to hold a hearing on April 17 to consider the request of
Deerfield Ranch Winery LLC for "uniform adequate protection" of
liens held by grape growers.

The request, if granted by the court, would protect the liens of
grape growers on the wine produced by the company.

One form of adequate protection proposed by the company is
prohibiting the sale of wine that is subject to a lien without
consent from or payment of the grape grower.

In connection with selling wine in which a grape grower has a lien,
Deerfield proposed that the grape grower be paid up to the full
amount of its secured claim on condition that the company receives
consent from lender Rabobank prior to any such payment.

To the extent any unpaid grower's product is sold and it is not
paid in full, Deerfield proposed that the grape grower be granted a
lien in the proceeds of the sale.

"It is Deerfield's goal to ensure that its growers are all treated
fairly and that their lien rights are recognized and protected,"
Robert Rex, managing member of Deerfield, said in a declaration.

                   About Deerfield Ranch Winery

Deerfield Ranch Winery, LLC, is an award-winning winery located in
the heart of the Sonoma Valley, founded in 1982 by Robert and PJ
Rex.  The Deerfield estate is approximately 47 acres, located in
Kenwood, California, and was acquired in 2000.  Annual production
totals approximately 30,000 cases annually, including both
Deerfield brands and the winery's substantial custom-crush
business, which includes 12 small family-owned wineries.  The
winery LLC is owned by 87 members, who have contributed more than
$15 million to the business.

Deerfield Ranch Winery filed a Chapter 11 bankruptcy petition
(Bank. N.D. Cal. Case No. 15-10150) on Feb. 13, 2015.  The Debtor
disclosed $25,197,611 in assets and $12,041,939 in liabilities as
of the Chapter 11 filing.  Scott H. McNutt, Esq., and Shane J.
Moses, Esq., at McNutt Law Group LLP serve as the Debtor's counsel.
Jigsaw Advisors LLC acts as the Debtor's restructuring financial
advisor.  Judge Alan Jaroslovsky is assigned to the case.


DEERFIELD RANCH: US Trustee Appoints Creditors' Committee
---------------------------------------------------------
The United States Trustee for Region 17 appointed three creditors
of Deerfield Ranch Winery LLC to serve on the official committee of
unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Tonnellerie de Jarnac USA Inc.
         P.O. Box 659
         Napa, CA 94559
         Attn: Yannick Rousseau
         Telephone: (707) 332-4524
         E-mail: yannickrousseau@sbcglobal.net

     (2) Topolos Vineyards LLC
         P.O. Box 33
         Glen Ellen, CA 95442
         Attn: Michael Topolos
         Telephone: (707) 529-3931
         E-mail: michaeltopolos@gmail.com

     (3) Wood Valley Road LLC
         715 Scott St
         San Francisco, CA 94117
         Attn: David Estes
         Telephone: (415) 350-3967
         E-mail: destes@montgomeryadvisors.com

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

                   About Deerfield Ranch Winery

Deerfield Ranch Winery, LLC, is an award-winning winery located in
the heart of the Sonoma Valley, founded in 1982 by Robert and PJ
Rex.  The Deerfield estate is approximately 47 acres, located in
Kenwood, California, and was acquired in 2000.  Annual production
totals approximately 30,000 cases annually, including both
Deerfield brands and the winery's substantial custom-crush
business, which includes 12 small family-owned wineries.  The
winery LLC is owned by 87 members, who have contributed more than
$15 million to the business.

Deerfield Ranch Winery filed a Chapter 11 bankruptcy petition
(Bank. N.D. Cal. Case No. 15-10150) on Feb. 13, 2015.  The Debtor
disclosed $25,197,611 in assets and $12,041,939 in liabilities as
of the Chapter 11 filing.  Scott H. McNutt, Esq., and Shane J.
Moses, Esq., at McNutt Law Group LLP serve as the Debtor's counsel.
Jigsaw Advisors LLC acts as the Debtor's restructuring financial
advisor.  Judge Alan Jaroslovsky is assigned to the case.


DEWEY & LEBOEUF: Former COO Claims No Knowledge of Illegal Finances
-------------------------------------------------------------------
Christine Simmons, writing for New York Law Journal, reported that
the former chief operating officer of Dewey & LeBoeuf, Dennis
D'Alessandro, told prosecutors he was unaware of inappropriate
accounting at the firm and did not believe his colleagues were
doing anything illegal.

According to the report, the disclosure of Mr. D'Alessandro's
statements turned over to the defense by the Manhattan District
Attorney's office comes less than two months before trial is set to
begin against three former Dewey leaders: ex-chairman Steven Davis,
former executive director Stephen DiCarmine and chief financial
officer Joel Sanders.  Defense attorneys said Mr. D'Alessandro's
statements will be "very helpful" in establishing their clients'
innocence, the report related.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIABETES AMERICA: 5th Cir. Revives WWI Claim Against Infopia
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit revived Wellness
Wireless Incorporated's contract claim against Infopia America
L.L.C.

Wellness Wireless challenged the district court's dismissal of its
contract claim for lack of jurisdiction, or, alternatively,
dismissal under Federal Rule of Civil Procedure 19 for inability to
join a necessary and indispensable party.

The case originates from a dispute between two companies that are
not parties to this case: Diabetes Center of America and HealthPia
America.  In 2006, Diabetes America sued HealthPia and its CEO
because of a business dispute. In the hope of establishing a
business relationship with HealthPia, Infopia agreed to pay
Diabetes America $800,000 on behalf of HealthPia as part of a
settlement agreement dismissing the suit.  Pursuant to the 2008
Settlement, Infopia made a $500,000 lump-sum payment to Diabetes
America, and agreed to execute a $300,000 promissory note payable
in installments to Diabetes America. In exchange, Diabetes America
agreed to release all claims against HealthPia. Infopia defaulted
on the promissory note following the first payment. This breached
the 2008 Settlement and nullified the conditional release of claims
against HealthPia. In late 2008, a default judgment was entered for
Diabetes America.

Later that same year, Diabetes America allegedly assigned Wellness
Wireless all of Diabetes America's rights under the promissory
note. Subsequently, in 2010, Infopia and Diabetes America signed a
settlement agreement for unpaid obligations under the 2008
promissory note.  Under the 2010 Settlement, Infopia paid $300,000
to be released from all claims of Diabetes America. Shortly
thereafter, Diabetes America declared bankruptcy. Diabetes America
did not include a right to recovery against Infopia on its
schedules of assets, nor has it pursued any claim against Infopia
during its Chapter 11 case.

Wellness Wireless then began to attempt to collect money from
Infopia under the promissory note. First, it filed a state court
suit on the promissory note, which was dismissed for lack of
jurisdiction. Second, Wellness Wireless unsuccessfully sought to
collect on the default judgment in the original underlying case
between HealthPia and Diabetes America.

On this third try, Wellness Wireless filed suit against Infopia.
The district court dismissed the case, however, concluding that it
lacked subject matter jurisdiction because the case belonged in the
bankruptcy court where Diabetes America was a current debtor.
Alternatively, the district court held that Diabetes America, as
the alleged assignor of the 2008 promissory note, was an
indispensable party, requiring dismissal of the case pursuant to
Fed. R. Civ. P. 19.

Wellness Wireless appealed.

The Fifth Circuit noted that the district court's ruling implied
its concern that failure to join Diabetes America could subject
Infopia to the risk of multiple or inconsistent liabilities. The
undisputed facts, however, establish that Diabetes America has no
further claim based upon the promissory note, the Fifth Circuit
said.  It pointed out that after receiving the $300,000 settlement
payment in 2010 from Infopia, Diabetes America neither listed such
a claim on its bankruptcy schedules nor retained any claim to
recovery on the promissory note in its reorganization plan.
Further, when asked explicitly by the district court in late 2013
whether the debtor's estate retained any right to collect under the
promissory note, the representative of the bankruptcy plan's agent
stated to the district court that he did not believe the debtor had
any rights under the promissory note. Diabetes America has no
interest in the promissory note, and Infopia cannot be subject to
additional liability to Diabetes America or the purchaser of its
assets, the Fifth Circuit added.

The appellate case is, WELLNESS WIRELESS, INCORPORATED,
Plaintiff-Appellant, v. INFOPIA AMERICA, L.L.C.,
Defendant-Appellee, No. 14-20024 (5th Cir.).  A copy of the Fifth
Circuit's March 24 per curiam decision is available at
http://is.gd/y49lgZfrom Leagle.com.

                     About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operated a network of 17 centrally managed
medical clinics that provide comprehensive outpatient medical care,
primarily to patients with Type 1, Type 2 and Gestational Diabetes.
The company's clinics were located in Texas and Houston and
generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed & McGraw,
P.C., in Dallas; and Joshua Walton Wolfshohl, Esq., at Porter
Hedges, L.L.P., in Houston, represent the Debtor as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.

                            *     *     *

Diabetes America notified the U.S. Bankruptcy Court for the
Southern District of Texas that the Effective Date of its Second
Amended Chapter 11 Plan of Liquidation occurred on March 2, 2012.
The Court entered an order confirming the Debtor's Plan on Dec. 5,
2011.  The Plan is based on the Debtor's sale of substantially all
of its operating assets to EDG Partners Fund II, L.P. for
$3,575,000.  The "Cash Purchase Price" as set forth in the EDG
Asset Purchase Agreement was originally $4,750,000, but adjusted
downward, upon the parties' agreement.


DOLAN COMPANY: Former Executives Sidestep Class Action Over BofA
----------------------------------------------------------------
Law360 reported that a Minnesota federal judge dismissed a proposed
class action against former executives of business information
provider Dolan Co. accusing them of misleading investors over the
company's deteriorating relationship with one of its largest
customers, Bank of America Corp., ahead of its March 2014
bankruptcy.

According to the report, U.S. District Judge Paul A. Magnuson
approved the defendant's motion to dismiss the amended complaint,
saying plaintiffs failed to establish scienter on the only two
"plausibly pled misleadingly false statements."

The case is Rand-Heart of New York, Inc., et al v. Dolan et al.,
Case No. 0:14-cv-03011 (D. Minn.).

                    About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information
to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman
Carson Consultants, LLC, serves s noticing and balloting agent.
Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC also
serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets
forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz,
Esq.

An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.

Dolan Company and its subsidiaries on June 12 disclosed that they
have emerged from chapter 11 only 81 days after voluntarily filing
for bankruptcy protection.  As previously announced, the United
States Bankruptcy Court for the District of Delaware confirmed the
Company's plan of reorganization on June 9, 2014.


DVORKIN HOLDINGS: Allowed to Enter Into FirstMerit Agreements
-------------------------------------------------------------
Dvorkin Holdings LLC's bankruptcy trustee received court approval
to enter into two separate sale agreements with FirstMerit Bank
N.A.

The first agreement provides for the sale of a property, which
includes a commercial building and 30,640-square-foot of land area
located in West Chicago, Illinois.  

Property owner 920 Roosevelt (West Chicago) LLC will sell it to the
bank for $700,000.  

Meanwhile, the other agreement provides for the sale of a property
owned by 975 Nerge (Roselle) LLC.  FirstMerit offered $868,500 for
the property, which includes a commercial building and 18,405
square feet of land area located in Roselle, Illinois.

Dvorkin owns membership interests in both sellers and also serves
as their manager, according to court filings.

FirstMerit asserts a $15.69 million claim against Dvorkin.
Pursuant to the agreements, the bank's claim will be reduced by the
total amount of money it will receive from the sales.

                      About Dvorkin Holdings

Dvorkin Holdings, LLC, is a real estate holding company that
possesses or possessed ownership interests in 70 real properties,
either directly or indirectly through limited liability companies
or land trusts.  Dvorkin Holdings has interests in 40 non-debtor
entities.

Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor disclosed
$69.9 million in assets and $9.30 million in liabilities as of the
Chapter 11 filing.  Michael J. Davis, Esq., at Archer Bay, P.A., in
Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of Patrick
S. Layng, the U.S. Trustee for the Northern District of Illinois,
to appoint Gus Paloian as the Chapter 11 Trustee.

Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.

On March 16, 2015, the Clerk of the Court reassigned the case to
U.S. Bankruptcy Judge Jacqueline P. Cox.


DVORKIN HOLDINGS: Can Use Estate Funds to Buy Lombard Property
--------------------------------------------------------------
The Chapter 11 trustee of Dvorkin Holdings LLC received approval
from a federal judge to use funds of the bankruptcy estate to
purchase a property in Lombard, Illinois.

U.S. Bankruptcy Judge Jacqueline Cox on March 25 approved the use
of funds to buy the property pursuant to the terms of sale
agreement between the trustee and Chicago Title Land Trust
Company.

The trustee will buy the property for $1.7 million from a trust
administered by Chicago Title that holds title to the property.

Dvorkin holds 50 percent of the beneficial interests in the trust.

The transaction is necessary to effectuate a 2014 settlement
between the trustee and Colfin Bulls Funding A, LLC.  The
settlement terminates automatically on April 12, 2015, if the
Lombard property is not sold by that date, according to court
filings.

So far, no third party has made an offer to purchase the property.
Dvorkin must either buy it or allow the settlement agreement to
terminate, which won't be beneficial to the company, court filings
show.

Colfin holds a $3.5 million claim against Dvorkin, which would be
reduced by more than $1.75 million if the settlement pushed
through.  Moreover, Dvorkin would acquire the property "free and
clear" of mortgages, which is estimated to be worth $1.3 million,
according to the trustee.

Colfin previously filed an objection to the request in which it
asked Judge Cox to issue an opinion about its possible defenses to
future enforcement of the settlement in case it breaches the deal.


In response, the trustee's lawyer argued that the objection doesn't
contest the trustee's business judgment and, therefore, doesn't
provide cause to deny his request to use the estate's funds.

                      About Dvorkin Holdings

Dvorkin Holdings, LLC, is a real estate holding company that
possesses or possessed ownership interests in 70 real properties,
either directly or indirectly through limited liability companies
or land trusts.  Dvorkin Holdings has interests in 40 non-debtor
entities.

Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor disclosed
$69.9 million in assets and $9.30 million in liabilities as of the
Chapter 11 filing.  Michael J. Davis, Esq., at Archer Bay, P.A., in
Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of Patrick
S. Layng, the U.S. Trustee for the Northern District of Illinois,
to appoint Gus Paloian as the Chapter 11 Trustee.

Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.

On March 16, 2015, the Clerk of the Court reassigned the case to
U.S. Bankruptcy Judge Jacqueline P. Cox.


EH MITCHELL: Hearing on Bid for Case Conversion Reset to June 23
----------------------------------------------------------------
The U.S. Bankruptcy Court rescheduled for June 23, 2015, at 10:00
a.m., the hearing to consider:

   1. the motion to convert the case of E. H. Mitchell & Company
LLC from Chapter 11 to Chapter 7 filed by U.S. Trustee;

   2. support memorandum, objection and responses to the motion to
dismiss the case filed by creditor Reginald James Laurent;

   3. objection to the confirmation of the Debtor's Chapter 11
Plan.

The Jan. 13 hearing for these matters was canceled.

As reported in the Troubled Company Reporter on Sept. 12, 2014, in
a supplemental memorandum, Mr. Laurent stated that since the
motion to convert/dismiss was filed, additional statutory grounds
to convert the case have been discovered, including:

   1) substantial or continuing loss to or diminution;

   2) failure to produce CMC's financial records;

   3) misrepresentation and gross mismanagement of the estate;

   4) unauthorized use of cash collateral;

   5) failure to file timely reports; and

   6) failure to confirm.

Mr. Laurent pointed out that since May 2014, the Debtor, in its
disclosure statements, has expressed the preference to be
dismissed rather than converted.  This change in tack demonstrates
deception and the delay tactics, according to Mr. Laurent.
Mr. Laurent asks the Court to grant the U.S. Trustee's motion to
convert the case because dismissal will only cause delay and
further prejudice him.

               About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.



ENERGY FUTURE: Bond Trustee Sues to Control Interest Payouts
------------------------------------------------------------
Law360 reported that a trustee for senior Energy Future Holdings
Corp. bondholders brought a lawsuit in New York state court in a
bid to dictate the allocation of the bankrupt power giant's
postpetition interest payments among certain first-lien creditors.

According to the report, the lawsuit filed by Delaware Trust Co.,
the indenture trustee for a $1.75 billion issuance of senior
secured notes, asked for a judge to decide an allocation dispute
between fellow top creditors that got put on the backburner in
EFH's Delaware bankruptcy proceeding.  Delaware Trust's suit names
The Bank of New York Mellon Trust Co., the designated escrow agent,
and Wilmington Trust NA, the first-lien collateral agent, and
brings a claim for specific performance against each.

The case is Delaware Trust Co. v. Wilmington Trust NA et al., case
number 650792/2015, in the Supreme Court of the State of New York,
County of New York.

                        About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Judge Rules Against Bondholders in Make-Whole Suit
-----------------------------------------------------------------
Law360 reported that bankrupt Texas power giant Energy Futures
Holdings Corp. is not liable for a penalty of two-thirds of a
billion dollars for early repayment of $4 billion in senior bonds,
a judge ruled.

According to the report, EFH and the senior bondholders had long
clashed in Delaware federal court over whether the company's
decision to repay $4 billion in senior bonds entitled those
investors to sizable make-whole premiums.  U.S. Bankruptcy Judge
Christopher Sontchi said that his reading of the contract didn't
require them, Law360 said.

"The plain language of the indenture does not require payment of an
applicable premium upon a repayment of the notes, following an
acceleration ... arising from a default for the commencement of
'proceeding to be adjudicated bankrupt or insolvent,'" the report
said, citing Judge Sontchi as saying, clarifying that the
bankruptcy "was not an intentional default."

Law360 also pointed out that deep within Judge Sontchi's refusal to
award EFH bondholders the lost interest payments from a $4 billion
refinancing lies a stark lesson on why lenders' inattention can
neuter their ability to collect make-whole premiums in bankruptcy.
While declining to grant a bond trustee's demand for sizable
damages from a debt refinancing transaction, Judge Sontchi honed in
on loan documents issued in 2010 to decide if creditors that had
already recovered 100 percent of their principal debts should
receive additional payment, the report noted.

The adversary suit is CSC Trust Co. of Delaware v. Energy Future
Intermediate Holdings LLC et al., case number 1:14-ap-50363, in the
same venue.

                        About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Wants Creditors Blocked From Targeting LBO Debt
--------------------------------------------------------------
Law360 reported that Energy Future Holdings Corp. resisted a
request by the Official Committee of Unsecured Creditors for
authority to sue holders of $24.8 billion in first-lien debt used
to finance the bankrupt energy giant's boom-era buyout, citing the
potential disruption to restructuring negotiations.

According to the report, EFH said opening up senior creditors to
avoidance litigation from lower-ranking stakeholders would reverse
the strides made to date toward a broadly consensual Chapter 11
plan at a critical moment in the 10-month-old bankruptcy.

As previously reported by The Troubled Company Reporter, the UCC of
Energy Future Holdings Corporation and its affiliates wants
standing to pursue lawsuits that collectively may yield over $2
billion in recoveries and over $24 billion in avoided liens for the
benefit of unsecured creditors.

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

                        About Energy Future

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

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

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Faces $2.4MM in Penalties; Meeting on April 15
------------------------------------------------------------------
Valerie Wigglesworth at The Dallas Morning News reports that Exide
Technologies faces more than $2.45 million in penalties over
breaches at its closed Frisco plant, which are included in a
proposal that will be considered at the April 15 meeting of the
Texas Commission on Environmental Quality.

The Dallas Morning News recalls that violations were issued in 2013
relating to the Company's handling and storage of hazardous waste
at its site along Fifth Street.  The report says that the state's
proposed agreed order is the latest step in the cleanup process in
Frisco, where extensive contamination exists from the plant's
decades of operations.  The proposed order, the report states,
calls for keeping the hazardous waste in the Class 2 landfill on
site for long-term monitoring.  The other option is digging up the
waste and transporting it to another permitted facility, but it is
impractical and carries a risk to people and the environment, the
report adds, citing state regulators.

Jim Christie at Reuters reports that U.S. Bankruptcy Judge Kevin
Carey signed off on an agreement requiring the Company to pay up to
$133 million in cleanup costs to avoid criminal prosecution.

                     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.


F&H ACQUISITION: Deadline to Remove Suits Extended to June 10
-------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has given F&H Acquisition Corp.
until June 10, 2015, to file notices of removal of lawsuits
involving the company and its affiliates.

                About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their
assets.

As of the bankruptcy filing, the Debtors had 101 restaurants
located in 27 states and 6,000 employees.  F & H disclosed $122
million in assets and $123 million in liabilities as of the Chapter
11 filing.

The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY.  Imperial Capital LLC as
financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.

The Official Committee of Unsecured Creditors is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Los Angeles, California.

By order dated Feb. 28, 2014, the Court approved the sale of
substantially all of the assets pursuant to an Asset Purchase
Agreement, dated as of Feb. 7, 2014, by and among the Debtors and
Cerberus Business Finance, LLC, as buyer.  The sale closed on March
12, 2014.


FIRSTPLUS FINANCIAL: NJ Judge Shoots Down Recusal Request
---------------------------------------------------------
Law360 reported that a New Jersey federal judge refused to recuse
himself from sentencing a reputed associate of the Lucchese crime
family convicted in the $12 million looting of a mortgage lender,
rejecting claims that his comments in another case gave the
appearance of partiality.

According to the report, Salvatore Pelullo, convicted on fraud and
conspiracy charges, had requested that U.S. District Judge Robert
B. Kugler recuse himself because the judge wryly suggested last
year during an unrelated criminal hearing against Andrew Clarke
that Pelullo provided legal advice to Clarke.

Law360 also reported that prosecutors fought back against efforts
by Mr. Pelullo to have a judge recused from his sentencing in New
Jersey federal court over the $12 million looting of a publicly
traded mortgage lender, calling the claim meritless.  The
prosecutors said the recusal request is untimely.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a   
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FLORIDA ENGINEERED: Shareholders on Hook for IRS Debts
------------------------------------------------------
Law360 reported that the U.S. Tax Court ruled that minority
shareholders in a defunct construction company are partially
responsible for paying $5 million the company owes the Internal
Revenue Service since they improperly received money from the
business.

According to the report, defunct Florida Engineered Construction
Products Corp. owes more than $120 million in IRS deficiencies,
penalties and interest, but the company cannot pay it and the
agency is seeking $5 million of that amount from two minority
shareholders based on money they received between 2003 and 2007.


FREEDOM INDUSTRIES: Pleads Guilty to Pollution Charges
------------------------------------------------------
John Raby, writing for The Associated Press, reported that
now-bankrupt chemical company Freedom Industries pleaded guilty to
three pollution charges related to last year's spill that
contaminated a West Virginia river.

According to the report, Mark Welch, chief restructuring officer of
Freedom Industries, entered the plea on behalf of the company in
federal court to negligent discharge of a pollutant and unlawful
discharge of refuse matter, both misdemeanors, and violating a
permit condition under the Clean Water Act, a felony.

                      About Freedom Industries

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

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

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

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

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

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

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


FRESH & EASY: Closes 50 Stores in Calif., Ariz., Nev.
-----------------------------------------------------
The Associated Press reported that Fresh & Easy is closing about 50
stores in California, Arizona and Nevada as the grocery chain
pursues a new business model.  According to the report, the company
said that by selling the stores, it can invest in new fresh food
convenience stores.

                       About Fresh & Easy

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on July 2, 2014, issued an order confirming Old FENM,
Inc., et al.'s second amended joint Chapter 11 plan of
reorganization.


GGW BRANDS: Suit Accuses Joe Francis of Illegally Spending Money
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
lawyers who sold the Girls Gone Wild porn empire out of bankruptcy
are accusing founder Joe Francis of illegally spending the
company's cash on the palatial estate he built near Puerto
Vallarta, Mexico.

According to the report, in a recent lawsuit, lawyers who are
trying to pay Girls Gone Wild's older debts are trying to get back
more than $2.2 million that was spent on the upkeep of the Casa
Aramara estate, where the Kardashians have been photographed
bobbing in the ocean waves off Mexico's Pacific coast.  The 47-page
lawsuit filed in U.S. Bankruptcy Court in Los Angeles doesn't
directly ask for the Casa Aramara property to be turned over to
Girls Gone Wild's bankruptcy estate but lawyers planted wording in
the document that could force the property to be sold if their
collection efforts don't go well, the report said.


                        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.

U.S. Bankruptcy Judge Sandra Klein in California in March has
approved the Chapter 11 plan of liquidation proposed by trustee R.
Todd Neilson for GGW Brands, creator of the "Girls Gone Wild"
franchise.


GRAPHIC PACKAGING: S&P Revises Outlook to Stable & Affirms BB+ CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Atlanta, Ga.-based Graphic Packaging International Inc.
to stable from positive. At the same time, S&P affirmed its
ratings, including its 'BB+' corporate credit rating, on the
company.  The issue ratings and recovery ratings on the company's
secured bank debt and senior notes are unchanged.

S&P's ratings affirmation and outlook revision to stable reflect
its view that Graphic Packaging will maintain credit measures over
the next 12 to 24 months at the stronger end of a "significant"
financial risk profile, with debt to EBITDA in the low 3x range and
funds from operations (FFO) to debt of about 25% to 30%.  S&P
believes these credit measures are adequate for the 'BB+' rating.
S&P's estimates incorporate its adjustments for pension and
operating lease obligations.

The stable outlook reflects Standard & Poor's view that credit
measures will remain in a relatively narrow range of about 3x debt
leverage and 25% to 30% of funds from operations to debt), both at
the stronger end of the "significant" range.

"We expect Graphic Packaging will seek to continue to grow via
acquisitions (either fully or partially debt-financed) over the
next few years, which could result in debt leverage remaining in
the significant range (3x to 4x) after adjusting for pension and
lease obligations," said Standard & Poor's credit analyst Thomas
Nadramia.  "Still, we see cushion at the current rating level even
if debt leverage pro-forma for an acquisition reached 4x, assuming
the company planned to rapidly reduce debt leverage from free cash
flow."

S&P could raise its ratings if Graphic Packaging commits to and
demonstrates an ability to maintain a financial risk profile
consistent with an investment grade rating, specifically keeping
debt to EBITDA below 3x and FFO to debt greater than 30%.  In
addition, a widening of the company's product or geographic focus
could enhance its business risk profile, serving as secondary
considerations for an upgrade.

Given the stability of Graphic Packaging's end markets and cash
flows, S&P views a downgrade to be unlikely over the next 12
months.  However, one could occur if the company adopted a more
aggressive financial policy wherein debt-financed share repurchases
or acquisitions caused debt leverage to exceed 4x or FFO to debt
under 20% on a sustained basis with little prospect of near-term
improvement.



GT ADVANCED: Bondholders Top TPG in Ch. 11 Loan Competition
-----------------------------------------------------------
Law360 reported that a group of GT Advanced Technologies Inc.
bondholders that initially lost out on funding the company's
restructuring has convinced it to accept a sweetened $95 million
financing offer over a rival lending package from TPG Capital.

According to the report, two weeks after selecting a $100 million
bankruptcy loan from TPG's specialty lending unit, GT did an
about-face and accepted a competing loan offer from unsecured
convertible bondholders that its lawyers said "provides better
economic and non-economic terms than the TPG commitment."

The Troubled Company Reporter previously reported that U.S.
Bankruptcy Judge Henry J. Boroff in New Hampshire declined to
quickly rule on GT's request for approval of a $100 million loan
commitment, instead requiring the Debtors to file revised papers if
the lender consents to a hearing schedule and required creditor
objections.

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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


HAIMIL REALTY: No Quick Ruling on Dispute With Lender
-----------------------------------------------------
Bankruptcy Judge Michael E. Wiles denied the motion for summary
judgment filed by Haimil Realty Corp., which seeks a determination
that, based upon the undisputed facts, (i) the Debtor does not owe
any sums to Dominion Financial Corporation, with respect to an
installment promissory note in the amount of $3.4 million executed
by the Debtor in favor of Dominion in December 2004, and (ii) the
amended complaint to foreclose on the mortgage that served as
security for the $3.4 million note should be dismissed.

The Debtor obtained financing from Dominion in connection with a
plan to convert a building it owned in New York City into
condominium units. In December 2004, the Debtor executed a $3.4
million note at 12% interest in favor of Dominion, secured by a
mortgage on the Property.  Starting in 2006, Dominion made
additional loans to Haimil.  A $4 million note evidencing the
additional debt was executed in March of 2008 but was back-dated to
November 15, 2006.

On August 29, 2012, Dominion commenced a foreclosure action against
the Debtor in New York Supreme Court, alleging that the Debtor had
ceased making installment payments under the $3.4 million note in
May 2010 and had failed to pay real estate taxes. On May 1, 2014,
the state court ordered that a receiver be appointed for the
penthouse residential unit at the Property. In addition, the
parties entered into a stipulation requiring any rents collected
with respect to the commercial unit be applied first to real estate
taxes, with any balance segregated until the conclusion of the
case.

On June 11, 2014, Haimil filed a chapter 11 petition and,
thereafter, the state court foreclosure action was removed to the
Bankruptcy Court.  Haimil filed the Summary Judgment Motion as well
as leave to file an amendment to assert the statute of limitations
as an affirmative defense.  Dominion opposed the request for
summary judgment.

The case is, DOMINION FINANCIAL CORPORATION, Plaintiff, v. HAIMIL
REALTY CORP., NYC DEPARTMENT OF FINANCE, NYS DEPARTMENT OF TAXATION
AND FINANCE, and "JOHN DOE(S) AND JANE DOE(S)," the names being
fictitious and unknown to Plaintiffs, the persons or parties
intended being the tenants, occupants, persons or entities, if any,
having or claiming an interest in or lien upon the premises
described in the complaint, Defendants, Adv. Pro. No. 14-02052
(MEW)(S.D.N.Y.).  A copy of the Court's March 24, 2015 Memorandum
Decision is available at http://is.gd/HQ4rG8from Leagle.com.

Counsel to the Debtor:

     Eric C. Zabicki, Esq.
     PICK & ZABICKI LLP
     369 Lexington Avenue, 12th Floor
     New York, NY 10017

Special Counsel to the Debtor:

     Glenn Backer, Esq.
     GLENN BACKER, ESQ.
     280 Madison Avenue, Suite 300
     New York, NY 10016

Counsel to Dominion Financial Corporation:

     Allan B. Mendelsohn, Esq.
     ALLAN B. MENDELSOHN, ESQ.
     38 New Street
     Huntington, NY 11743

Haimil Realty Corp., based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 14-11779) on June 11, 2014, in
Manhattan.  Douglas J. Pick, Esq., at Pick & Zabicki LLP, serves as
the Debtor's counsel.  In its schedules, the Debtor listed total
assets of $5.57 million and total liabilities of $332,847.  The
petition was signed by Menachem Haimovich, president.


HALLMARK COLLECTION: Mid-Continent Says Magistrate Erred in Fight
-----------------------------------------------------------------
Law360 reported that Mid-Continent Casualty Co. urged a Texas
federal court to reject a magistrate judge's recommendation and
grant its bid to dismiss a suit claiming it must pay part of a $63
million judgment an architectural firm won after suing defunct
homebuilder Hallmark Collection of Homes LLC for using its designs
without permission.

According to the report, the insurer argued in a brief that U.S.
Magistrate Judge Mary Milloy erred in concluding that its motion to
dismiss Kipp Flores Architects LLC's suit for lack of subject
matter jurisdiction should be denied.

The Texas magistrate judge recommended denying Mid-Continent's bid
to dismiss the lawsuit, reversing course from an earlier
recommendation, Law360 said.  In January, the magistrate had found
that Mid-Continent's motion to dismiss for lack of subject matter
jurisdiction should be granted because its insured, Hallmark
Collection, hadn't complied with a notice-of-suit provision.

The Fifth Circuit earlier rejected Mid-Continent's bid to certify
legal questions to the Texas Supreme Court and vacate a ruling that
the insurer must pay "advertising injury" damages in a suit brought
by the architectural firm against Hallmark Collection, Law360
reported.

In a brief order, a panel of the appellate court denied
Mid-Continent's motion to certify questions to the Texas high court
regarding the scope of coverage for an advertising injury based on
copyright infringement, the report said.

The case is Kipp Flores Architects LLC v. Mid-Continent Casualty
Co., Case Number 4:14-cv-02702 (S.D. Tex.).


HELLAS TELECOM: Liquidators Want Foreign Laws in Clawback Suit
--------------------------------------------------------------
Law360 reported that liquidators for Hellas Telecommunications II
SCA have asked a New York bankruptcy judge for permission to add
English and Luxembourgish fraudulent conveyance charges to their
$1.1 billion suit against TPG Capital and Apax Partners LLP.

As previously reported by The Troubled Company Reporter, the New
York bankruptcy judge has once again ruled that TPG and Apax must
face allegations they plundered $1.1 billion from Hellas, rejecting
the private equity giants' claims that new appellate authority
protected them from clawback liability.

U.S. Bankruptcy Judge Martin Glenn denied the companies' motion to
dismiss an unjust enrichment claim against them from Hellas'
liquidators, finding that the recent expansion of the U.S.
Bankruptcy Code's safe-harbor protections for securities
transactions still had certain exceptions.

The New York bankruptcy judge previously trimmed the lawsuit,
limiting potential clawback liability to the firms' U.S.-based
investment funds.  In a lengthy opinion, Judge Glenn barred the
foreign liquidators charged with digging up funds for Hellas
creditors from suing the private equity giants under New York state
law for taking EUR973.7 million ($1.1 billion) out of the Greek
telecom in an allegedly fraudulent transaction.

TPG and Apax have said that the lawsuit cannot stand in light of
new appellate authority protecting a wider universe of
prebankruptcy payments from clawback liability.  The private equity
giants said in a reply brief that a recent expansion of the U.S.
Bankruptcy Code's safe-harbor protections for securities
transactions was fatal to a lawsuit demanding they disgorge
payments received from Hellas before its 2009 collapse.

The case is In re: Hellas Telecommunications (Luxembourg) II SCA,
case number 1:12-bk-10631, in the U.S. Bankruptcy Court for the
Southern District of New York.

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian telecommunications
giant Weather Group.  The Company later suffered liquidity
problems and commenced administration proceedings in the U.K. in
November 2009.  The administrators sold 100% of the shares of Wind
Hellas to the existing owners, the Weather Group.  An order
placing the Company into liquidation was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012.  Mr. Jackson was
later succeeded by Simon James Bonney, and then recently by Bruce
Mackay.

Bankruptcy Judge Martin Glenn presides over the Chapter 15 case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The Foreign Representatives commenced the lawsuit against various
entities, captioned as, Hosking v. TPG Capital Management, L.P.,
et al., No. 14-01848 (MG) (Bankr. S.D.N.Y. March 13, 2014).  TPG
is represented by Paul M. O'Connor, III, Esq., and Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, & Friedman, LLP of New
York, NY.  APAX is represented by Robert S. Fischler, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP of New York, NY.
TCW is presented by Wayne S. Flick, Esq., and Amy C. Quartarolo,
Esq., at Latham & Watkins LLP of Los Angeles, CA.  Nikesh Aurora
is represented by William F. Gray, Jr., Esq., and Alison D. Bauer,
Esq., at Torys LLP of New York, NY and Michael A. Sherman, Esq.,
at Stubbs Alderton & Markiles, LLP of Sherman Oaks, CA.

U.S. counsel to the Foreign Representatives as against all
Defendants except Deutsch Bank AG and Nikesh Arora are Howard
Seife, Esq., Thomas J. McCormack, Esq., Andrew Rosenblatt, Esq.,
and Marc D. Ashley, Esq., at CHADBOURNE & PARKE LLP.

U.S. counsel to the Foreign Representatives as against Deutsch
Bank AG and Nikesh Arora are Alexander H. Schmidt, Esq., Alan
McDowell, Esq., and Jeremy Cohen, Esq., at WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP.


HIPCRICKET INC: Unsecured Creditors Has 17.% Recovery Under Plan
----------------------------------------------------------------
Hipcricket, Inc., amended the disclosure statement explaining its
plan of reorganization to provide that holders of general unsecured
claims are expected to recover 17.6% to 21.4% of their total
allowed claim amount.

Pursuant to the ESW Bid, ESW Capital has agreed to sponsor a plan
of reorganization, in which it will receive the Reorganized
Debtor's new equity in exchange for: (i) $4.5 million in cash, plus
(ii) an amount equal to the cure amounts up to $500,000, plus (iii)
amounts approved by the Court with respect to the Debtor's key
employee incentive plan up to $255,000, plus (iv) bid protections
in the amount of $325,000, plus (v) an overbid in the amount of
$3,170,000, minus (vi) the net amount of the replacement debtor in
possession financing facility outstanding as of the closing date
(which is expected to be less than $4.5 million).

The Debtor projects that, following payment of senior claims
pursuant to the Plan and Plan implementation costs, approximately
$1,990,000 will be available for distribution to holders of Allowed
General Unsecured Claims pursuant to the terms of the Plan.  As a
result, the Debtor projects that holders of Allowed General
Unsecured Claims will receive a recovery ranging from approximately
17.6% to 21.4% of the face value of their claims.

Andrew R. Vara, the Acting United States Trustee for Region 3,
objected to the Debtor's motion seeking a combined hearing on the
Disclosure Statement and Plan, complaining that the Disclosure does
not contain adequate information to allow a creditor to make an
informed judgment regarding whether to vote in favor of the plan.
In addition, at the confirmation stage, the U.S. Trustee
anticipates raising certain inappropriate provisions currently set
forth in the Plan, which may render the Plan unconfirmable as
drafted.

A blacklined version of the Amended Disclosure Statement dated
March 27, 2015, is available at
http://bankrupt.com/misc/HIPCRICKETds0327.pdf

                       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.


HOP 1 ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: HOP 1 Enterprises, Inc.
        70 E. Kaahumanu Ave.
        Kahului, HI 96732

Case No.: 15-00397

Chapter 11 Petition Date: March 30, 2015

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Hon. Robert J. Faris

Debtor's Counsel: Christopher J. Muzzi, Esq.
                  TSUGAWA BIEHL LAU & MUZZI, LLLC
                  1132 Bishop Street, Ste. 2400
                  Honolulu, HI 96813
                  Tel: 808.531.0490
                  Fax: 808.534.0202
                  Email: cmuzzi@hilaw.us

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ernesto Abarro, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/hib15-00397.pdf


HUTCHESON MEDICAL: Has Access to Cash Collateral Until April 6
--------------------------------------------------------------
U.S. Bankruptcy Judge Paul W. Bonapfel, in a fourth interim order,
authorized Hutcheson Medical Center, Inc., et al., to use cash
collateral of Regions Bank and U.S. Foods, Inc.

The Debtors are authorized to use cash collateral to pay the actual
expenses incurred for utility deposits, Court-approved fees and
expenses of the ombudsman and fees of the Office of the U.S.
Trustee until April 6, 2015.  

The Court overruled all objections to the entry of the Fourth
Interim Order.

As adequate protection from any diminution in value of the lender's
collateral, the Debtors will grant the secured parties
replacement lien, supplemental lien, subject to carve out on
certain expenses.

The challenge period for the Official Committee of Unsecured
Creditors was set for March 25, after which time any such
challenges will be deemed finally and conclusively barred.

The final hearing on the matter will be held on April 1, at 9:25
a.m.  Objections, if any, were due March 30.

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from
The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are
jointly administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March
20, 2015.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

No request has been made for the appointment of a trustee or
examiner.



JOHN LE TUNG: Arbitration Award in Favor of Cal. Mortgage Upheld
----------------------------------------------------------------
The Court of Appeals of California, First District, Division Four,
tossed an appeal by John Le Tung from a judgment confirming an
arbitration award in favor of California Mortgage and Realty, Inc.
The arbitrator denied Tung relief on his claims against California
Mortgage arising out of a 2005 construction loan.  Tung contends
the judgment must be reversed because (1) the trial court erred by
compelling him to submit his claims against respondent to
arbitration; and (2) the arbitrator committed misconduct.

In 2001, Tung commenced a development project at commercial
property he owned on 12th Street in Oakland, California.  He
obtained financing for his project from Roger and Loretta Woo. In
the fall of 2005, Tung needed a new source of funding to complete
his construction project and employed a mortgage broker, Executive
Mortgage, to help him secure that funding. Acting on the advice of
his broker, Tung transferred his 12th Street property to Saigon
Plaza Associates, LLC, a limited liability corporation of which he
became a member and manager. Shortly thereafter, Saigon obtained a
$5.75 million construction loan from CMR Mortgage Fund, LLC.

California Mortgage was the Lender's broker for the 2005 loan.

The parties involved in the 2005 loan transaction also entered into
a stand-alone "Arbitration Agreement." This agreement provided
that, the Borrower (Saigon), the Company (California Mortgage) and
the Lender (CMR) all agreed that "any Dispute involving the Loan,
including, but not limited to claims arising from the origination,
documentation, disclosure, servicing, collection or any other
aspect of the Loan transaction or the coverage or enforceability of
this Agreement, shall be resolved exclusively by binding
arbitration under the terms of this Agreement. This Agreement shall
also be binding on the agents, successors and assigns of the
parties and the Loan."

The arbitration agreement was signed by Tung as the managing member
of Saigon and by representatives of CMR and California Mortgage.

In August 2006, California Mortgage recorded a notice of default
and election to sell the 12th Street property. The following month,
Tung on behalf of Saigon and California Mortgage on behalf of the
beneficiaries of the 2005 loan entered into a "Forbearance
Agreement and Release," which temporarily resumed construction
funding and forestalled the foreclosure proceedings. However,
California Mortgage recorded another notice of trustee's sale in
December 2006.

Saigon filed for bankruptcy to prevent completion of the
foreclosure, and all of the guarantors of the 2005 loan, including
Tung, also filed personal bankruptcy cases.  California Mortgage
obtained relief from the automatic stay in Saigon's bankruptcy case
and completed the foreclosure sale of the 12th Street property in
2009.

In January 2010, California Mortgage, Saigon and the guarantors of
the 2005 loan other than Tung executed a "Compromise Agreement and
Release" of all claims arising out of the 2005 loan. This January
2010 settlement agreement provided, among other things, that the
guarantors would pay respondent $1.25 million. The parties also
executed general releases, with Saigon acting on its own behalf and
on behalf of its "members." However, California Mortgage and the
guarantors reserved their right to assert claims against Tung
personally who elected not to participate in the settlement.

Tung's Chapter 11 case was dismissed on February 24, 2010.

In March 2010, Tung initiated an action against several defendants
who were allegedly liable to him for damages resulting from the
failed development project at the 12th Street property.  Tung also
alleged his claims arising out of the 2005 loan were timely because
they were stayed during the pendency of his bankruptcy case and
that they were not barred by the 2010 settlement agreement among
California Mortgage, Saigon and the other guarantors of the 2005
loan because he was specifically excepted from that agreement. In
his prayer for relief against California Mortgage, Tung sought
rescission of a provision in the 2005 loan which allegedly granted
California Mortgage a security interest in Tung's Masonic Avenue
property, avoidance of liens claimed by California Mortgage against
that property, and compensatory and punitive damages.

Tung filed a demand for arbitration with the American Arbitration
Association.  In June 2013, the arbitrator made a "final and
binding Award" that Tung take nothing from California Mortgage and
that each party was to bear its own attorneys fees and costs of
suit.

Tung then filed a petition to vacate the arbitration award on the
grounds that he was "entitled to judicial review in circumstances
involving serious problems with the award itself, or with the
fairness of the arbitration process.  California Mortgage requested
the trial court to affirm the arbitration award.  The trial court
ultimately confirmed the arbitration award.  Tung timely appealed.

The case is, JOHN LE TUNG, Plaintiff and Appellant, v. CALIFORNIA
MORTGAGE AND REALTY, INC., Defendant and Respondent, No. A140659
(Cal. Ct. App.).  A copy of the Appeals Court's March 30, 2015
decision is available at http://is.gd/CJvNf8from Leagle.com.

John Le Tung filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-46203) on June 7, 2011.


JOHN PATRICK STOKES: Mont. Supreme Court Affirms Summary Judgment
-----------------------------------------------------------------
A divided Supreme Court of Montana upheld a district court order
dated July 23, 2014, granting summary judgment to Greg Duncan and
Kathleen Glover, and against John Stokes.

Stokes sued Duncan and his paralegal Kathleen Glover, seeking
damages for legal malpractice, breach of contract and breach of
fiduciary duty.  Stokes retained Duncan as attorney to advise him
on how to maintain his appeal of the judgment in a defamation case.
Stokes said Duncan has failed to advise him that the defamation
judgment would not be discharged by filing bankruptcy, and that he
would lose control over the appeal of that case. The bankruptcy
Trustee moved to intervene in this action as the real party in
interest, claiming the malpractice action as an asset of the
bankruptcy estate. In May 2012 the District Court granted the
Trustee's motion to stay all proceedings in the malpractice
action.

In 2008, a jury in the defamation case in Flathead County returned
a verdict against Stokes for approximately $4 million.  Stokes said
Duncan had advised him that he could discharge the judgment in
bankruptcy and maintain his appeal.

In March 2009, Duncan filed a Chapter 11 bankruptcy petition on
Stokes' behalf in the United States Bankruptcy Court for the
District of Montana. After a meeting of creditors in April 2009,
Duncan moved to withdraw as Stokes' attorney in the bankruptcy
because of disagreements with Stokes over who was responsible for
Stokes' incomplete disclosure of assets. In June 2009, the
Bankruptcy Court granted Duncan's motion to withdraw and Stokes
proceeded with the bankruptcy proceeding. In September 2009, the
Bankruptcy Court granted the motion of the United States Bankruptcy
Trustee, converting Stokes' proceeding from a Chapter 11 to Chapter
7 bankruptcy and appointing a Trustee.

In the bankruptcy action, the Trustee proposed to sell the
bankruptcy estate's interest in Stokes' state court action against
Duncan and Glover. The Bankruptcy Court approved the sale of the
action at auction. Duncan outbid Stokes and in September 2012
purchased the bankruptcy estate's interest in the action for
$12,000. The Trustee sold the bankruptcy estate's interest in the
malpractice action to Duncan "as is" with no warranty of title. The
Bankruptcy Court approved the sale to Duncan and no party
challenged the transaction.

In October 2012, Duncan and Glover petitioned the Bankruptcy Court
for an order declaring that the malpractice claim was the property
of the bankruptcy estate and that it had been sold to Duncan.
Stokes' Chapter 7 bankruptcy proceeding was discharged in January
2013, and in February 2013 the Bankruptcy Court granted Duncan and
Glovers' motion for summary judgment on their petition. The
Bankruptcy Court reviewed the law governing the determination of
when a cause of action becomes an asset of the bankruptcy estate,
and considered Stokes' argument that the suit against Duncan and
Glover did not accrue prior to bankruptcy because he was not
damaged until his bankruptcy was converted to a Chapter 7
proceeding.  The Bankruptcy Court examined Stokes' complaint in the
malpractice action and determined that "[m]uch of this alleged
malpractice took place prior to the filing of [Stokes'] Chapter 11
petition." The Court explained: "A fair reading of the complaint in
[the malpractice action] shows clearly that the malpractice in the
form of advice and preparation of Stokes' schedules occurred prior
to the filing of the Chapter 11 petition, with further malpractice
after the petition." Given the "broad scope" of Federal bankruptcy
law in 11 USC Sec. 541, the Bankruptcy Court concluded that Stokes'
claims against Duncan and Glover in State court were property of
the bankruptcy estate that had been purchased by Duncan.

Stokes appealed to the United States Bankruptcy Appellate Panel of
the Ninth Circuit.  In September 2013, the Appellate Panel vacated
the Bankruptcy Court judgment, holding that the Court lacked
subject matter jurisdiction to determine ownership of the
malpractice action against Duncan and Glover because it had been
sold and was no longer part of the estate.

In October 2013, Duncan and Glover appeared in the State District
Court malpractice action and moved to lift the stay and for summary
judgment.  In July 2014, the District Court lifted the stay and
granted Duncan and Glover's motion for summary judgment, holding
that Stokes' claims against them were property of the bankruptcy
estate and had been purchased by Duncan.  Stokes filed this
appeal.

Chief Justice Mike McGrath of the Supreme Court of Montana
delivered the Opinion of the Court.   Justices Michael E Wheat,
Beth Baker, and James Jeremiah Shea concurred.

Justice Michael Cotter dissented.  "The question of when Stokes'
claims against Duncan and Glover accrued requires resolution of
factual issues and thus is not amenable to summary judgment," he
said.

A copy of the Supreme Court's March 24, 2015 decision is available
at http://is.gd/wbQQ41from Leagle.com.

The case is, JOHN PATRICK STOKES, Plaintiff and Appellant, v. GREG
W. DUNCAN and KATHLEEN M. GLOVER, Defendants and Appellees, No. DA
14-0483 (Mont.).


KARMALOOP INC: Can Employ Rust Omni as Claims & Noticing Agent
--------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Karmaloop, Inc. and KarmaloopTV, Inc., to
employ Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, Inc., as claims and noticing agent in the Chapter 11
cases.

Rust Omni will assume full responsibility for the distribution of
notices and maintenance, processing, and docketing proofs of claim
filed in the Chapter 11 cases.

                       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.


KRISHNA INVESTMENTS: Case Summary & 3 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Krishna Investments, LLC, a Limited Liability Company
        1110 N. 7 Highway
        Blue Springs, MO 64014

Case No.: 15-40882

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 30, 2015

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Hon. Arthur B. Federman

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX, P.A.
                  Suite 200, 7225 Renner Road
                  Shawnee, KS 66217
                  Tel: 913-962-8700
                  Fax: 913-962-8701
                  Email: jstutz@emlawkc.com

Total Assets: $1 million

Total Liabilities: $2.85 million

The petition was signed by Girish Patel, member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/mowb15-40882.pdf


LAKESHORE ENGINEERING: Sues DOD Over Afghan Contract Changes
------------------------------------------------------------
Law360 reported that the trustee for bankrupt contractor Lakeshore
Engineering Services Inc. hit the U.S. Department of Defense with a
$2.9 million suit in the Court of Federal Claims, arguing it had
wrongly been denied its claim for additional costs incurred on an
Afghanistan construction contract due to unnecessary changes.


LIFE PARTNERS: Judge Orders Appointment of Chap. 11 Trustee
-----------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported
that U.S. Bankruptcy Judge Russell Nelsm in Fort Worth, Texas,
directed the appointment of a Chapter 11 trustee in the Chapter 11
case of Life Partners Holdings, approving the request from the U.S.
Securities and Exchange Commission and the U.S. Trustee.

According to the report, the SEC said that the bankrupt
life-settlement firm's management "lacks the judgment necessary to
guide the company through the Chapter 11 process."

                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.


LIGHTSQUARED INC: Claims Gutted in Harbinger Investor Row
---------------------------------------------------------
Law360 reported that a New York federal judge mostly ended an
investor class action against Harbinger Capital Partners LLC over
its $3 billion investment in doomed startup LightSquared Inc.,
saying various claims were either precluded by federal law or
insufficiently pled.

According to the report, state fraud claims that Harbinger made
misrepresentations about LightSquared when it was a privately held
uncovered security were still precluded under the Securities
Litigation Uniform Standards Act because the claims stemmed from
the fund's original purchase of LightSquared's predecessor,
publicly traded SkyTerra Communications Inc., the federal judge
said.

The case is In Re: Harbinger Capital Partners Funds Investor
Litigation, Case No. 1:12-cv-01244 (S.D.N.Y.).

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity
and runway necessary to resolve its issues with the FCC.

Despite working diligently and in good faith, however,
LightSquared
and the lenders were not able to consummate a global restructuring
on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial
advisor.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

                          *     *     *

Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 20, 2015, approved the
Second
amended specific disclosure statement explaining Lightsquared
Inc.,
et al.'s second amended joint plan, after determining that the
disclosures contain adequate information within the meaning of
Section 1125(a) of the Bankruptcy Code.

As previously reported by The Troubled Company Reporter, the
Debtors, in December, filed a joint plan and disclosure statement,
which contemplate, among other things, (A) new money investments
by
the New Investors in exchange for a combination of preferred and
common equity, (B) the conversion of the Prepetition LP Facility
Claims into new second lien debt obligations, (C) the repayment in
full, in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.

Judge Chapman commenced a hearing on March 9, 2015, to consider
confirmation of the amended joint plan filed by Lightsquared Inc.
and its debtor-affiliates together with Fortress Credit
Opportunities Advisor LLC, Harbinger Capital Partners LLC, and
Centerbridge Partners LP.  Judge Chapman, in later March, approved
LightSquared Inc.'s Chapter 11 reorganization plan, capping a
bankruptcy odyssey for Philip Falcone's ambitious wireless venture
that filed for bankruptcy nearly three years ago.


MACKEYSER HOLDINGS: Only Mackeyser Holdings Remains in Chapter 11
-----------------------------------------------------------------
The Bankruptcy Court entered a final decree closing the Chapter 11
cases of the affiliates of Mackeyser Holdings, LLC.

The Court also ordered that the remaining case -- Mackeyser
Holdings -- will remain open and entry of a final decree in the
remaining case will be delayed until further order of the Court.

As reported in the TCR on March 23, 2015, the Debtors notified the
Bankruptcy Court that the effective date of the First Amended Joint
Plan of Liquidation occurred on Feb. 27, 2015.

The Court confirmed on Feb. 2, 2015, the Amended Plan proposed by
the Debtors and the Official Committee of Unsecured Creditors.

The Court also ordered that the final request for payment of
professional fee claims must be filed no later April 13, 2015.

                    About MacKeyser Holdings

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

MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014.  

David R. Hurst, Esq., and Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  The Debtors' financial advisor is
GlassRatner Advisory & Capital Group.  The investment banker is
Hammond Hanlon Camp LLC.  The noticing and claims management agent
is American Legal Claim Services, LLC.

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

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

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

Thomas J. Allison was appointed as liquidating trustee as of the
effective date of the Joint Plan of Liquidation proposed by
Mackeyser Holdings, et al., and the Official Committee of Unsecured
Creditors.



MAJESCO ENTERTAINMENT: Losses Raise Going Concern Doubt
-------------------------------------------------------
Majesco Entertainment Co. filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.16 million on $3.47 million of revenue
for the three months ended Jan. 31, 2015, compared with a net loss
of $4.51 million on $21.9 million of revenue for the same period
last year.

The Company's balance sheet at Jan. 31, 2015, showed $12.2 million
in total assets, $7.28 million in total liabilities, and
stockholders' equity of $4.93 million.

The Company has suffered losses that raise substantial doubt about
its ability to continue as a going concern.  As of Jan. 31, 2015,
management believes that there may not be sufficient capital
resources from operations and existing financing arrangements in
order to meet operating expenses and working capital requirements
for the next twelve months.

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

                        http://is.gd/IO7ydf

Majesco Entertainment Co. -- http://www.majescoentertainment.com/
-- is a provider of video games for the mass market.  Building on
20 years of operating history, Majesco is focused on developing
and publishing a wide range of casual and family oriented video
games on leading console and portable systems.  Product
highlights include Cooking Mama TM and Cake Mania(R)2 for
Nintendo DS TM and Cooking Mama World Kitchen and Jillian
Michaels' Fitness Ultimatum 2009 for Wii TM Majesco's shares are
traded on the Nasdaq Stock Market under the symbol: COOL.
Majesco is headquartered in Edison, NJ and has an international
office in Bristol, UK.

The Company reported a net loss of $2.73 million on $2.91 million
of net revenues for the three months ended July 31, 2014, compared
with a net loss of $3.64 million on $3.99 million of net revenues
for the same period last year.

The Company's balance sheet at July 31, 2014, showed $18.08
million
in total assets, $7.82 million in total liabilities and
stockholders' equity of $10.3 million.



MBAC FERTILIZER: Delays Filing of Annual Financial Statements
-------------------------------------------------------------
MBAC Fertilizer Corp. on March 30 disclosed that it expects that
the Ontario Securities Commission will note the Company in default
of its continuous disclosure obligations under Ontario securities
laws due to the Company not being in a position to file its annual
audited financial statements, related management discussion and
analysis and annual information form for the year ended
December 31, 2014 by the March 31, 2015 regulatory deadline.

Due to the Company's previously announced liquidity and working
capital difficulties, the Company was delayed in engaging its
advisors, including its auditors to complete the audit of the
Company's annual financial statements, until it was certain it
would have sufficient resources to complete the audit and other
year-end work.  As a result, there will be a delay in the filing of
the Annual Financial Filings.  The Company intends to work
diligently to obtain additional funds in order to make payments to
its advisors in connection with the completion of the required
year-end work, including the completion of the Company's audit, in
order to file the Annual Financial Filings as soon as possible. The
Annual Financial Filings are anticipated to be filed by April 30,
2015.

The Company expects that the OSC will note that the Company will
remain in default until it files its Annual Financial Filings.  In
the meantime, the Company has submitted an application to the
Canadian securities regulatory authorities pursuant to National
Policy 12-203 -- Cease Trade Orders for Continuous Disclosure
Defaults requesting that a management cease trade order be imposed
upon the Chief Executive Officer and the Chief Financial Officer of
the Company in lieu of a general cease trade order in respect of
the Company's continuous disclosure default.  In the event the MCTO
is granted by the securities regulators, the Company intends to
satisfy the alternative information guidelines prescribed by the
Policy by issuing bi-weekly default status reports in the form of
news releases so long as its remains in default of continuous
disclosure requirements.

                           About MBAC

MBAC -- http://www.mbacfert.com-- is an integrated producer of
phosphate fertilizers and related products in the Brazilian market.



MEDICAL CAPITAL: Sedgwick Settles $210-Mil. Legal Malpractice Case
------------------------------------------------------------------
Amanda Bronstad, writing for The National Law Journal, reported
that Sedgwick has reached a tentative settlement to resolve a
lawsuit over its role in a $1 billion Ponzi scheme in California.

According to the Law Journal, a spokesman for the San Francisco law
firm, which put off a March 3 trial to begin settlement
discussions, confirmed that an agreement had been reached although
details of the settlement were not disclosed.  The litigation is
among many in which law firms have been sued over Ponzi scheme
losses, the Law Journal said.

Law360 reported that U.S. District Judge David O. Carter held
several days of hearings in January on Sedgwick's motion for
summary judgment, which rebutted claims it owed MedCap receiver
Thomas Seaman more than $200 million in damages.  In late January,
both sides asked the judge to hold off on his decision while they
went to mediation and tried to reach a settlement, Law360 said.

Seaman accused Sedgwick almost four years ago of failing to advise
the financing company about loan limitations in private placement
memoranda that prevented MedCap from spending too much money on
non-approved investments, the Law360 report related.  Seaman also
claimed that Sedgwick improperly represented MedCap and its
affiliates with conflicting interests, the Law360 report added.

The case is Thomas A. Seaman v. Sedgwick LLP, case number
8:11-cv-00664, in the U.S. District Court for the Central District
of California.

In Aug. 2009, Medical Capital Holdings' officers asked Judge
Carter to let the Company file for Chapter 11 bankruptcy
protection and operate as a debtor-in-possession.  Judge Carter
declined that invitation to release the company from Mr. Seaman's
oversight and control.  The SEC's lawsuit against Medical Capital,
filed in July 2008, alleged that the Company defrauded investors
of at least $18.5 million.


MEDICAL CARD: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' counterparty
credit ratings on Medical Card System Inc. (MCS) and its 'B+'
counterparty and financial strength ratings on MCS' operating
companies (MCS Advantage Inc. and MCS Life Insurance Co.), and
removed all the ratings from CreditWatch with negative implications
where S&P placed them on March 13, 2015.  S&P also affirmed its
'B-' issue-level ratings on the company's senior secured notes.
The outlook is negative.

Subsequently, S&P withdrew all its ratings at the issuer's
request.

"We view MCS's business profile as fair. The company is one of the
three largest players in the Medicare Advantage market in Puerto
Rico," said Standard & Poor's credit analyst Deep Banerjee.
"Somewhat offsetting its favorable market position is its
volatility in operating performance, and product and geographic
concentrations."

"We view MCS' financial risk profile as extremely weak based on
weakness in capitalization and high financial leverage.  On a
statutory accounting basis, the company reported consolidated
operating company capital of $45 million as of Sept. 30, 2014,
compared with $85 million at year-end 2013.  We believe it's likely
that MCS will not meet the 200% risk-based capital requirement for
the full-year 2014.  If MCS is unable to meet these regulatory
requirements, it will have to file a plan for restoration of
capital with regulators.  At this time, since the company has yet
to file its year-end financials, we are unable to forecast any
regulatory decisions that may be taken by the Dept. of Insurance in
Puerto Rico," S&P added.

"The negative outlook reflected the possibility that MCS may see
further deterioration in its capital and earnings over the next 12
months, uncertainty in regulatory action over its weak regulatory
capital, and potential continued weakness in its debt leverage and
fixed-charge coverage," Mr. Banerjee added.



MEN'S WEARHOUSE: S&P Affirms 'B+' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Texas-based men's suiting and apparel retailer
Men's Wearhouse Inc. The outlook is stable.

At the same time, S&P affirmed the 'BB-' issue-level rating on the
company's term loan and 'B-' issue-level rating on the unsecured
notes.  The '2' recovery rating on the term loan remains unchanged
and indicates S&P's expectation of substantial recovery on the low
end of the 70% to 90% range.  The '6' recovery rating on the
unsecured notes is also unchanged and indicates S&P's expectations
for negligible recovery (0% to 10%).

"Our ratings on Men's Wearhouse reflect its participation in the
highly competitive and widely fragmented men's specialty apparel
retail segment," said credit analyst Helena Song.  "We believe the
company enjoys good brand recognition through its two flagship
brands—The Men's Wearhouse and Jos. A. Bank.  Although the
company is sizable when compared with other rated specialty apparel
retailers, it is much smaller than its primary competitors, which
include moderate department stores such as Macy's, Kohl's, and J.C.
Penney.  Our assessment of business risk also incorporates our view
that the company, especially its legacy brands, has a track record
of relatively stable performance and a healthy store fleet.
Although operating performance has been below our expectations due
to weaker sales at Jos. A. Bank and more pronounced margin
contraction, we expect profitability to improve modestly over the
next 12 months as the company introduces new merchandise at its
Jos. A. Bank stores, and the company continues to realize
synergies."

"The stable outlook reflects our view that performance will remain
good at the legacy brands, and will begin to improve at Jos. A.
Bank in the second half of 2015.  We project EBITDA margin
expansion over the next 12 months as the company continues sales
growth and realizes meaningful cost synergies.  We also expect the
company will use the bulk of its cash flow generation to reduce
funded debt.  Although we forecast improvement in the company's
credit protection measures, we believe they will remain
commensurate with an "aggressive" financial risk profile over the
next year.  While we note that the company has successfully
integrated other businesses historically, Jos. A. Bank is much
larger than prior acquisitions," S&P said.

S&P could lower the rating if the company's operating performance,
especially its profit growth, is meaningfully weaker than S&P's
projection, which could result from acquisition integration issues
and/or ineffectiveness of the new merchandising strategy at Jos. A.
Bank.  Under this scenario, revenues would grow in the mid- to
high-single digits (decline in the low-single digits on a pro forma
basis) and EBITDA margins would decrease 100 basis points. At that
time, leverage would be in the low-6.0x area and S&P could reassess
the company's financial risk profile down one category to "highly
leveraged" from "aggressive".  S&P could also lower the ratings if
the company does not meet its debt reduction target, resulting in
sustained higher leverage in the low-6x area.

Although unlikely, S&P could raise the rating if the company
integrates Jos. A. Bank without substantial issues and improves
operating performance meaningfully higher than S&P's expectations.
Under this scenario, revenue growth would be in the mid-double
digits and margins would expand by an additional 200 basis points.
At that time, leverage would be in the low-4.0x area, and S&P could
consider revising its assessment of the business higher as a result
of considerable margin expansion.



MF GLOBAL: Commerzbank Unit Pays Nearly $1MM to Exit Case
---------------------------------------------------------
Law360 reported that a Commerzbank AG subsidiary that helped
underwrite an MF Global Holdings Ltd. stock offering in 2011 has
agreed to pay nearly $1 million to settle a class action filed by
the defunct brokerage firm's investors, according to a filing in
New York federal court.

The report related that attorneys for a group of investors who took
part in the stock deal asked a judge to approve a $932,828
settlement with Commerz Markets LLC.  Commerz was named as a
defendant in the class action along with MF Global, its top
executives, its former auditor PricewaterhouseCoopers LLP, and
other major banks that served as underwriters on stock and debt
offerings, the report said.

The case is In Re: MF Global Holdings Ltd. Securities Litigation,
case number 1:11-cv-07866, in the U.S. District Court for the
Southern District of New York.

                       About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of

the world's leading brokers of commodities and listed derivatives.

MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41 million in total assets and $39.7 million in total
liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810).  On
Dec. 27, the Court entered an order installing Mr. Freeh as
Chapter
11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone
Advisory Group LLC as financial advisor, while lawyers at
Proskauer
Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from
the
plan.  As a consequence of a settlement with JPMorgan,
supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%.  Bank lenders will have the same
recovery on their $1.174 billion claim against the holding
company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary, one of
the companies under the umbrella of the holding company trustee.
Previously, the predicted recovery was 14.7% to 34% on bank
lenders' claims against the finance subsidiary.


MF GLOBAL: Trustee Seeks to Pay $461-Mil. to Unsecured Creditors
----------------------------------------------------------------
Nick Brown, writing for Reuters, reported that James Giddens, the
trustee winding down MF Global Holdings' brokerage unit, has filed
papers asking a New York bankruptcy judge's approval of a $461
million payout to unsecured creditors.

According to the report, the payout raises recoveries to 72% of
claims lodged when the brokerage unit collapsed in 2011.  Unsecured
creditors received an initial $519 million distribution last year,
while customers of the broker-dealer and other classes of creditors
have received full payback of about $6.7 billion, the report
related.

                       About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of

the world's leading brokers of commodities and listed derivatives.

MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41 million in total assets and $39.7 million in total
liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810).  On
Dec. 27, the Court entered an order installing Mr. Freeh as
Chapter
11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone
Advisory Group LLC as financial advisor, while lawyers at
Proskauer
Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from the
plan.  As a consequence of a settlement with JPMorgan, supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%.  Bank lenders will have the same
recovery on their $1.174 billion claim against the holding company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19 billion in unsecured claims
against the finance subsidiary, one of the companies under the
umbrella of the holding company trustee.  Previously, the predicted
recovery was 14.7% to 34% on bank lenders' claims against the
finance subsidiary.


MGP INVESTMENTS: Case Summary & 6 Top Unsecured Creditors
---------------------------------------------------------
Debtor: MGP Investments, LLC, a Limited Liability Company
        1110 N 7 Highway
        Blue Springs, MO 64014

Case No.: 15-40885

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 30, 2015

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Hon. Dennis R. Dow

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX, P.A.
                  Suite 200, 7225 Renner Road
                  Shawnee, KS 66217
                  Tel: 913-962-8700
                  Fax: 913-962-8701
                  Email: jstutz@emlawkc.com

Total Assets: $2.1 million

Total Liabilities: $2.9 million

The petition was signed by Girish Patel, member.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/mowb15-40885.pdf


MITEL NETWORKS: S&P Rates Proposed $650MM Term Loan 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating and '3' recovery rating to Ottawa-based software
and hardware telephony provider Mitel Networks Corp.'s proposed
US$650 million first-lien term loan B due 2022.  The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%)
recovery in the event of a default.  S&P expects recovery to be on
the high end of the meaningful category.

Proceeds of the term loan, which will be issued by Mitel U.S.
Holdings Inc. (a wholly owned subsidiary of Mitel), will be used to
fund the acquisition of Mavenir Systems Inc. and refinance Mitel's
existing debt.  The company is also entering into a new US$50
million revolver, which will rank pari passu with the term loan.
S&P will withdraw its ratings on Mitel's existing term loan after
the company completes the transaction, which S&P expects will occur
in the second quarter of 2015.

S&P's 'B+' long-term corporate credit rating and stable outlook on
Mitel are unchanged.  The ratings on Mitel are based on S&P's
"weak" business risk profile and "significant" financial risk
profile assessments on the company, as well as S&P's use of the
comparable rating analysis modifier to reduce the rating by one
notch below the 'bb-' anchor.

RATINGS LIST

Ratings Assigned

Mitel US Holdings Inc
Senior Secured
  US$650 mil 1.00% first lien bank ln due 12/31/2022[1]
   Local Currency                                 B+         
   Recovery Rating                                3H         

[1] Dependent Participant(s): Bank of America N.A.



MONTREAL MAINE: Civil Proceedings Stayed Pending Appeal
-------------------------------------------------------
Chief District Judge Nancy Torresen of the District of Maine
granted the request filed by Annick Roy (o/b/o Jean-Guy Veilleux),
Marie-Josee Grimard (o/b/o Henriette Latulippe) and Robert Keach,
the chapter 11 trustee of Montreal Maine & Atlantic Railway, Ltd.,
in case 1:13-mc-00184-NT, seeking entry of an order modifying the
"Consent Order Staying Proceedings Pending Appeal in
1:13-mc-00184-NT.

Judge Torresen ruled that all of the civil actions transferred to
the Maine District Court pursuant to the Court's Order on Motions
to Transfer Cases and Motion to Strike -- Section 157(b)(5)
Transfer Order -- and all proceedings therein, are stayed against
all defendants.

A copy of the Maine Court's March 23, 2015 Order is available at
http://is.gd/o6huWUfrom Leagle.com.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013, killing
47 people and destroying part of Lac-Megantic, Quebec, sought
bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine
(Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its
business.  Its Canadian counterpart, Montreal, Maine & Atlantic
Canada Co., meanwhile, filed for protection from creditors in
Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as his
chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and
D. Sam Anderson, Esq.  Development Specialists, Inc., serves as the
Chapter 11 trustee's financial advisor.  Gordian Group, LLC, serves
as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel to
MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has been
appointed CCAA monitor.  The CCAA Monitor is represented by Sylvain
Vauclair at Woods LLP.  MM&A Canada is represented by Patrice
Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq.,
at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster,
Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at
Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation for
property that was damaged when much of the town burned.  Former
U.S. Senator George Mitchell, a Democrat who represented Maine in
the U.S. Senate from 1980 to 1995 and who is now chairman emeritus
of law firm DLA Piper LLP, would administer the plan and lead the
effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.

As reported by the TCR in January 2015, the Debtor and other
defendants have agreed to pay $200 million to compensate victims,
including 48 people who died.  The settlement was announced on Jan.
9, 2015.  Amanda Bronstad, writing for The National Law Journal,
reported that the settlement amount could grow to as much as $500
million if additional defendants come on board.


MORRIS BROWN: Court Approves Plan
---------------------------------
AJC.com reported that the U.S. Bankruptcy Judge Barbara Ellis-Monro
in Georgia has approved a plan that will let financially-strapped
Morris Brown College emerge from bankruptcy.

According to the report, in a statement, board Chairman Preston
Williams said the action, confirmed by a signed order by Judge
Ellis-Monro, "will allow the college to exit bankruptcy and move
forward to regain its accreditation."

The college spelled out a plan to resolve several remaining minor
claims, including debts to ADT Security Service, the Robert W.
Woodruff Library, a consulting firm and two individuals, the report
related.  Mr. Williams said that as part of the bankruptcy
proceedings, the college sold 26 acres of property and buildings to
InVest Atlanta and Friendship Baptist Church for $14.7 million, but
retains ownership of the school's administration building, Griffin
Hightower Classroom building and Fountain Hall, the report further
related.

                     About Morris Brown College

Morris Brown College, a black college founded in 1881, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
12-71188) on Aug. 25, 2012, in Atlanta to stop foreclosure on a
$13 million mortgage.

Morris Brown was denied accreditation from the Commission on
Colleges of the Southern Association of Colleges and Schools in
December 2002.  Without its accreditation, Morris Brown College
didn't qualify for federal funding.

The Debtor estimated assets and liabilities of $10 million to
$50 million as of the Chapter 11 filing.

Morris Brown filed applications to employ Dilworth Paxson LLP as
lead counsel; The Moore Law Group, LLC, as local counsel; and BDO
USA, LLP as auditors.


MORRIS BROWN: Exits Chapter 11 Bankruptcy Protection
----------------------------------------------------
Judge Barbara Ellis-Monro has signed an order allowing Morris Brown
College to exit bankruptcy and move forward to regain its
accreditation, Curtis Bunn at AtlantaBlackStar.com reports.

According to AtlantaBlackStar.com, the School has "victoriously
emerged from bankruptcy" and will graduate 21 students on May 16,
2015.  The report says that the School has only 35 students
enrolled.

AtlantaBlackStar.com quoted Rev. Dr. Preston W. Williams II, Board
of Trustee chairperson as saying, "We had to sell property that had
historical significance to so many people . . . .  We emerge from
bankruptcy fully functional and current with all of our debt
obligations."

AtlantaBlackStar.com relates that the School sold 26 acres of
property and buildings to InVest Atlanta and Friendship Baptist for
$14.7 million, but retains ownership of the school's administration
building, Griffin Hightower Classroom building and Fountain Hall.

The School has remained in operation throughout the Chapter 11
reorganization process, and received financial support from alumni,
the African Methodist Episcopal Church, trustees, staff and
faculty, AtlantaBlackStar.com states, citing Mr. Williams.

                     About Morris Brown College

Morris Brown College, a black college founded in 1881, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
12-71188) on Aug. 25, 2012, in Atlanta to stop foreclosure on a
$13 million mortgage.

Morris Brown was denied accreditation from the Commission on
Colleges of the Southern Association of Colleges and Schools in
December 2002.  Without its accreditation, Morris Brown College
didn't qualify for federal funding.

The Debtor estimated assets and liabilities of $10 million to
$50 million as of the Chapter 11 filing.

Morris Brown filed applications to employ Dilworth Paxson LLP as
lead counsel; The Moore Law Group, LLC, as local counsel; and BDO
USA, LLP, as auditors.


NATEL ENGINEERING: Moody's Assigns First Time B2 Corp Family Rating
-------------------------------------------------------------------
Moody's Investors Service assigned a first time B2 corporate family
rating (CFR) and a B2-PD probability of default rating to Natel
Engineering Company, Inc.  Moody's also assigned a B1, LGD3 rating
to the company's $280 million senior secured term loan. The term
loan, in conjunction with a $60 million seller note from
Charlesbank Capital will be used to fund the roughly $275 million
acquisition of OnCore (at about a 7.5 times multiple) and refinance
Natel's existing debt. OnCore marks the largest in a series of
acquisitions throughout Natel's history and stands to enhance
Natel's market position as a leading provider of high-mix,
low-to-mid volume assembly services in the electronics
manufacturing services ("EMS") industry for customers in the
defense, aerospace, industrial, and medical markets. The outlook is
stable.

The B2 CFR reflects Natel's elevated financial leverage (Moody's
adjusted total debt to EBITDA approaching 5.0 times at closing of
the OnCore acquisition) and the near-term challenges the company
will face in integrating the OnCore operations, which stand to
double the company's pro-forma revenues to about $770 million in FY
2015. Moody's believes that the synergies from the merger are
achievable, as Natel has a good track record of meeting synergy
targets. Yet, integrating the cultures of the two organizations
could be more challenging given the differences in how the two
companies approach the market - Natel has deep operating efficiency
roots, while OnCore's strength lies in engineering, sales and
marketing ability.

The ratings also take into account Natel's high customer
concentration, as the company' largest client comprises 13% of
proforma sales and it has been a customer for less than five years.
Natel's top ten customers represent over 50% of proforma revenues.
Natel, and its acquired units have a history of sales volatility,
that are common across the EMS sector, which Moody's expects to
continue as a normal course of the company's business given the
regular fluctuations in the timing of customer orders, the
lifecycles of programs and defense budget appropriations.

The ratings are supported by the company's increased scale and the
specialty nature of Natel's high-mix, low-to-mid volume assembly
services for more complex products for its customers. This niche
focus has allowed Natel to form long-term, strategic relationships
with its core customers that, on average span 5-10 years, with the
majority of sales (at the product level) are sole- or dual-sourced
in nature. As a result, the company has consistently generated
adjusted EBITDA margins that are well in excess of its peers in the
EMS sector. Moody's also expects a gradual improvement in
profitability following the OnCore acquisition, as Natel embarks on
identified synergies. The resulting gains in EBITDA, coupled with
positive free cash flow generation, are expected to facilitate a
decline in debt to EBITDA leverage.

Moody's expects Natel to maintain adequate liquidity over the next
year, with minimal projected cash balances and modest free cash
flow generation as it lays out resources to integrate OnCore. For
external liquidity, Natel will have a $50 million senior secured
ABL revolver, which is not expected to be utilized over the next
twelve months. The ABL credit facility will have a springing
covenant, which is not expected to be in effect over the next 12-18
months, as excess availability should remain above the minimum
levels. The term loan will have two maintenance financial
covenants.

The ratings assigned to the individual instruments are based on the
probability of default of the company, which is B2-PD, as well as
an average family recovery. The $280 million senior secured term
loan, rated B1 LGD3, receives a rating lift from the CFR from the
junior seller note. The term loan has an asset pledge from the
company's domestic subsidiaries, but ranks below the collateral
backing the ABL.

The stable rating outlook reflects Moody's expectation that Natel
will make steady progress in integrating OnCore's operations and
will achieve the targeted cost synergies.

What Could Change the Rating - Up

Given the increased debt taken on with the acquisition and time
required to successfully integrate OnCore, a rating upgrade is
unlikely over the next 12 months. Ratings could be upgraded as a
result of significant revenue and EBITDA expansion which leads to
adjusted leverage approaching 4.0 times and resumption of good free
cash flow generation.

What Could Change the Rating - Down

Ratings could be downgraded if Natel's integration of OnCore
results in deteriorating financial performance, revenue growth does
not materialize, or if the company experiences market share loss or
operational missteps. Ratings may also be downgraded if margins
erode as a result of pricing pressures or higher operating costs.
Inability to reduce financial leverage below 5.0 times or
persistent negative free cash flow would also pressure ratings.

Rating Assignments:

Issuer: Natel Engineering Company, Inc.

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2-PD

  -- Senior Secured Term Loan B due 2020, Assigned B1 (LGD3)

Outlook Actions:

  -- Outlook, Assigned as Stable

Headquartered in Chatsworth, CA, Natel is an electronics
manufacturing services provider of high-reliability, high-quality
manufacturing solutions to customers in the industrial, medical,
aerospace & defense and building industries. Proforma revenue for
the OnCore acquisition for the twelve months ended January 31, 2015
was about $770 million.

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


NATEL ENGINEERING: S&P Assigns Prelim. 'B+' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a preliminary
'B+' corporate credit rating to Chatsworth, Calif.-based Natel
Engineering Co. Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'BB-' issue-level
rating and preliminary '2' recovery rating to the company's $280
million senior secured term loan due 2020.  The preliminary '2'
recovery rating indicates S&P's expectation for substantial
recovery (70% to 90%; at the lower end of the range) in the event
of payment default.

The company will also issue a $50 million asset-backed revolving
credit facility due 2020 and a $60 million paid-in-kind seller note
due 2020, six months after the term loan.  Both facilities are
unrated.  S&P expects Natel to use the proceeds to finance the
acquisition, repay existing debt, and pay transaction fees.  S&P
will finalize its ratings after the transaction closes, assuming
the terms are consistent with our expectations.

"The preliminary rating on Natel reflects our adjusted leverage,
which we expect will fall to less than 4x during the next 12 to 18
months as the company realizes cost savings in the OnCore business,
as well as the company's small scale, meaningful customer
concentration, and fragmented, competitive, and cyclical operating
environment," said Standard & Poor's credit analyst Christian
Frank.

The acquisition will improve the company's manufacturing footprint
with limited customer overlap and improve end-market diversity.

The stable outlook reflects S&P's expectation that consistent end
market demand and cost saving opportunities are likely to result in
leverage falling to less than 4x during the next 12 to 18 months.

S&P would consider a lower rating in case of Natel's unsuccessful
integration of OnCore's business, end market demand weakness, loss
of a large customer, or debt-financed acquisitions, such that
adjusted leverage exceeds 5x or covenant cushion falls to less than
15% on a sustained basis.

Although S&P' do not expect to do so over the next 12 months, it
would consider a higher rating if Natel can reduce leverage through
EBITDA growth and debt repayment, and establish a financial policy
such that it can pursue its growth objectives while maintaining
leverage of less than 2x.



NEW ENGLAND COMPOUNDING: Liberty Has Deals to Exit Meningitis Row
-----------------------------------------------------------------
Law360 reported that Liberty Industries Inc., which provided
containment facilities for New England Compounding Pharmacy Inc.
prior to a deadly October 2012 meningitis outbreak, has agreed to
settle with its insurer, NECC's bankruptcy trustee and victims of
the outbreak, according to documents filed in Connecticut federal
court.

The report related that U.S. District Judge Vanessa L. Bryant
granted a motion for stay by Liberty, which provided "cleanrooms"
for NECC, after Liberty told the court that Great American E&S
Insurance Co. had agreed in principle to a settlement in its suit.

The case is Great American E&S Insurance Company v. Liberty
Industries, Inc., Case No. 3:14-cv-00499 (D. Conn.).

             About New England Compounding Pharmacy

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

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

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


NII HOLDINGS: Court Approves Share Pledge Deal with HSBC
--------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved NII
Holdings' motion for an order (a) approving and authorizing (I)
Debtor Nextel International (Uruguay) LLC's entry into a share
pledge agreement with HSBC Mexico, (II) Debtor NII International
Telecom S.C.A.'s delivery of notice of subordination and (b)
granting certain related relief.

According to BData, NII Mexico also entered into loan agreements
with China Development Bank Corporation, which provides for an
aggregate loan commitment of up to $375 million to be used to
finance infrastructure equipment and certain other costs related to
the deployment of NII Mexico's 3G network.

                         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.


OAK ROCK: Israeli's $90M Lien Survives Creditor Attack
------------------------------------------------------
Law360 reported that a New York bankruptcy judge upheld Israel
Discount Bank of New York's $90 million lien against failed
specialty lending firm Oak Rock Financial LLC, finding that
modifications to IDB's credit line in 2006 did not nullify its
security interest.

Two competing creditors failed to show that IDB’s lien as the
administrative agent for Oak Rock's bank lenders should be
invalidated in favor of their own interests against the debtor,
according to a written opinion issued by U.S. Bankruptcy Judge
Robert E. Grossman, the report related.

Two investors in Oak Rock asked a New York state judge to
disqualify Sidley Austin LLP from representing an auditor of the
bankrupt lending company in a suit over its alleged failure to
detect a $100 million fraud, citing its prior representation of the
other side, Law360 reported.  The bid to disqualify Sidley Austin
comes in the midst of Prime Plus Acquisition Corp. and Oasis Oak
Rock Investors LLC's lawsuit claiming that EisnerAmper LLP failed
in its duties as independent auditor, the report related.


OMNICARE INC: High Ct. Clarifies Litigation Path for Sec. Statement
-------------------------------------------------------------------
Hazel Bradford, writing for Pensions and Investments, reported that
the U.S. Supreme Court has vacated the decision in the case,
Omnicare Inc. vs. Laborers District Council Construction Industry
Pension Fund et al., which case was closely watched by scores of
U.S. and foreign pension funds that filed an amicus brief seeking
to overturn a District Court's dismissal of the lawsuit.

According to the report, the Supreme Court remanded the case back
to the 6th U.S. Circuit Court of Appeals in Cincinnati, which
allowed the case to continue, ruling that the pension funds had a
cause of action.  In the opinion, Justice Elena Kagan wrote that
under Section 11 of the Securities Act of 1933, which governs
registration statements, a statement of opinion may be incorrect
but not constitute an untrue statement, the report related.

The decision provides "important guidance on a frequently litigated
issue that had divided lower courts," Josh Yount, a partner in the
law firm Mayer Brown, told the news agency.  "Omnicare will deter
Section 11 opinion claims that cannot be supported with specific
factual allegations."

Omnicare, Inc., headquartered in Cincinnati, Ohio, is the leading
provider of institutional pharmacy services to the long term care
sector (LTC), mainly serving skilled nursing facilities (SNFs) and
assisted living facilities. The company also has a specialty
pharmacy business that provides specialty pharmacy and
commercialization services for the biopharmaceutical industry.
During the twelve months ended September 30, 2014, Omnicare's
revenues approximated $6.3 billion.

                       *     *     *

The Troubled Company Reporter, on Dec. 29, 2014, reported that
Moody's Investors Service said that the Department of Justice's
(DOJ) kickback lawsuit against Omnicare Inc. is credit negative as
it raises legal and regulatory risks and increases uncertainties
around Omnicare's future financial and liquidity position.
However, there is no immediate impact on Omnicare's ratings,
including its Ba3 Corporate Family Rating, and stable rating
outlook.


PARKERVISION INC: PwC Expresses Going Concern Doubt
---------------------------------------------------
ParkerVision, 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.

PricewaterhouseCoopers LLP 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
negative cash flows

The Company reported a net loss of $23.6 million on $nil in
revenue for the year ended Dec. 31, 2014, compared to a net loss
of $27.9 million on $nil of revenues in the same period last
year.

The Company's balance sheet at Dec. 31, 2014, showed $20.7 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $18.6 million.

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

                        http://is.gd/wvo2pa

Jacksonville, Florida-based ParkerVision, Inc., designs, develops
and markets its proprietary radio frequency ("RF") technologies
and products for use in semiconductor circuits for wireless
communication products.


PETTERS GROUP: JPMorgan Wins Referral of Suit to Bankruptcy Court
-----------------------------------------------------------------
Law360 reported that a Minnesota federal judge moved to bankruptcy
court a hedge fund's suit against JPMorgan Chase & Co. alleging it
aided businessman Thomas Petters' $3.7 billion Ponzi scheme,
granting JPMorgan's request.

According to the report, U.S. District Judge Donovan Frank moved
suit, brought by Ritchie Capital Management LLC, but gave no
reasoning for his decision at this time.  In its complaint, Ritchie
claimed JPMorgan and Richter Consulting Inc. agreed to create
blocked accounts for European subsidiaries of both JPMorgan and
Polaroid Corp., in which Petters owned a controlling interest, the
report said.

The case is Ritchie Capital Management, L.L.C. et al v. JPMorgan
Chase & Co. et al., Case No. 0:14-cv-04786 (D. Minn.).

                    About Petters Company, Inc.

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

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

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

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

Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc.,
et al., is represented by James A. Lodoen, Esq., at Lindquist &
Vennum LLP, in Minneapolis, Minn.  The trustee tapped Haynes and
Boone, LLP as special counsel, and Martin J. McKinley as his
financial advisor.

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


PITTSBURGH CORNING: Insurer Claims Asbestos Fraud Tainted Ch. 11
----------------------------------------------------------------
Daniel Fisher, writing for Forbes, reported that an insurer that
was required to help fund the $3 billion bankruptcy of Pittsburgh
Corning has filed court papers seeking the case to be reopened,
saying "pervasive fraudulent conduct" by asbestos plaintiff lawyers
tainted the proceedings.

According to the report, the filing by Everest Re and its Mt.
McKinley Insurance unit follows the opening of millions of pages of
documents in the Garlock Sealing Technologies bankruptcy, which
revealed how lawyers representing asbestos plaintiffs deliberately
delayed filing claims against bankrupt companies until they had
completed cases against solvent ones, in order to avoid cluttering
the record with potential evidence of exposure to other firms'
products.

Everest, the report said, is among the insurers ordered to pay $1.7
billion into the bankruptcy trust formed to settle claims against
Pittsburgh Corning, a joint venture of PPG Industries and Corning
that made asbestos insulation widely used in ships, refineries and
other industrial settings.

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

Judge Thomas Agresti handles the bankruptcy case.  Reed Smith LLP
serves as counsel and Deloitte & Touche LLP as accountants to the
Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning,
which is a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.

PCC's balance sheet at Sept. 30, 2012, showed $29.41 billion
in total assets, $7.52 billion in total liabilities and
$21.88 billion in total equity.


POLYMEDIX INC: Attys Want 33% Slice of $1-Mil. Pie in Stock Suit
----------------------------------------------------------------
Law360 reported that the lead plaintiff in an investor class action
against now-bankrupt experimental drug company PolyMedix Inc. asked
a Pennsylvania federal judge to approve a $1.15 million settlement
with nearly $400,000 in attorneys' fees.

According to the report, Graham Anderson and his attorneys said
that the $383,333 in fees -- one-third of the settlement -- was an
acceptable figure for the work of litigating claims that PolyMedix
misled the public about a flawed anti-stroke treatment to generate
buzz for a $20 million stock offering.

The case is ANDERSON v. POLYMEDIX, INC. et al., Case No.
2:12-cv-03721 (E.D. Pa.).

                             Bankruptcy

As reported by the Troubled Company Reporter on September 10,
2013, PolyMedix filed for Chapter 7 bankruptcy protection on
April 1, 2013.  Following a due diligence process, Cellceutix
submitted a "stalking horse" bid for the PolyMedix assets in
August.  On Wednesday, September 4, the Bankruptcy Court for the
District of Delaware approved the asset purchase agreement.  In
the transaction, Cellceutix assumes none of the debt associated
with PolyMedix.  The purchase price was $2.1 million in cash and
1.4 million shares of CTIX stock.

                         About PolyMedix

Headquartered in Radnor, Pennsylvania, PolyMedix, Inc. --
http://www.polymedix.com-- is a clinical-stage biotechnology  
company.  PolyMedix is engaged in developing small-molecule drugs
for the treatment of serious acute care conditions.  The Company
has created defensin mimetic antibiotic compounds, heparin
antagonist compounds, and other drug compounds intended for human
therapeutic.  The Company has internally created a pipeline of
infectious disease, cancer supportive care and cardiovascular
product candidates.  The Company's product includes PMX-30063 and
PMX-60056 and other PMX defensin-mimetics.  In February 2011, the
Company completed and announced positive results from a
randomized, double-blind, placebo-controlled Phase I exposure-
escalation clinical study where it evaluated the safety and
pharmacokinetics of PMX-30063 in once-daily dosing up to 14 days.

Cellceutix Corporation on Sept. 16, 2013, provided shareholders an
update regarding the Company's recent acquisition of the assets of
PolyMedix.  In the acquisition announced September 9, 2013,
Cellceutix acquired substantially all of the assets of PolyMedix,
including multiple compounds, two of which were in clinical trials,
equipment assets at the former PolyMedix headquarters, as well as
the Intellectual Property relating to drugs in the pipeline.


RADIO ONE: Moody's Affirms B3 CFR & Rates New $350MM Term Loan B3
-----------------------------------------------------------------
Moody's Investors Service assigned B2-LGD3 to Radio One, Inc.'s
proposed $350 million Sr Secured Term Loan and $350 million Sr
Secured Notes. Proceeds from the new debt instruments and from a
$12 million of seller note (unrated) plus a portion of excess cash
will be used to fund the purchase of Comcast's 47.5% stake of TV
One, refinance Radio One's existing term loan and TV One's existing
sr secured notes, and pay related transaction costs. Moody's
affirmed Radio One's B3 Corporate Family Rating, B3-PD Probability
of Default Rating, and SGL - 3 Speculative Grade Liquidity (SGL)
Rating. The outlook is stable. The assigned ratings are subject to
review of final documentation and no meaningful change in
conditions of the transaction as advised to Moody's.

Assigned:

Issuer: Radio One, Inc.

  -- NEW $350 million Sr Secured 1st Lien Term Loan: Assigned B2,
     LGD3

  -- NEW $350 million 1st Lien Sr Secured Notes: Assigned B2,
     LGD3

Affirmed:

Issuer: Radio One, Inc.

  -- Corporate Family Rating: Affirmed B3

  -- Probability of Default Rating: Affirmed B3-PD

  -- $335 million Senior Subordinated Notes: Affirmed Caa2, LGD5

  -- Speculative Grade Liquidity (SGL) Rating: Affirmed SGL - 3

Outlook Actions:

Issuer: Radio One, Inc.

  -- Outlook, remains Stable

To be withdrawn:

Issuer: Radio One, Inc.

  -- $386 million sr secured 1st lien term loan: B1, LGD2 to be
     withdrawn upon completion of transaction

  -- $25 million sr secured 1st lien revolving credit facility
     due March 31, 2015: Ba3, LGD1 to be withdrawn at March 31,
     2015 expiry

Over the past four years, Radio One completed a series of debt
financed transactions to increase ownership in partially owned
investments including Reach Media and TV One. Moody's believes the
proposed purchase of Comcast's 47.5% interest in TV One represents
the company's final step in the transition from a pure play radio
operator to a diversified media company targeting African
Americans, and management is committed to reducing leverage in the
near term to enhance financial flexibility and facilitate the
refinancing of the new $350 million term loan by its December 2018
maturity. Radio One's B3 Corporate Family Rating is forward looking
and reflects high debt-to-EBITDA of 7.2x at the end of 2015
(including Moody's standard adjustments, pro forma for the
transaction which consolidates TV One results) which weakly
positions the company in its B3 rating. Moody's expect the company
will track Moody's base case scenario reflecting at least
high-single digit percentage growth in TV One's revenue and EBITDA,
due largely to contractual increases in carriage fees which will
more than offset potential weakness in radio operating performance.
Management's actions to turn around radio station performance in
Houston combined with significant contractual cost reductions for
Reach Media will support consolidated EBITDA growth and improvement
in credit metrics. Although the proposed transaction results in the
company's leverage exceeding the 7.0x total leverage incurrence
test (as defined) of the 9.25% senior sub notes issued in February
2014, the company obtained a consent from noteholders. Ratings
incorporate ongoing media fragmentation and the cyclical nature of
radio advertising demand evidenced by the revenue declines suffered
by radio broadcasters during the past recession and the sluggish
growth following the downturn. Ratings are supported by the
company's radio presence in attractive large markets and likely
revenue growth for TV One given carriage fee increases and
subscriber additions. Moody's expect the company will maintain at
least 20% EBITDA cushion to financial covenants over the next 12
months. Assuming the company raises a $25 million revolver
facility, as planned, Moody's expect liquidity to be adequate with
cash balances of a minimum $15 million over the next 12 months,
greater than 90% revolver availability, and no significant debt
maturities until December 2018.

The stable outlook incorporates good growth in TV One revenue due
to contractual increases in carriage fees and incremental
advertising revenue from a growing subscriber base. The outlook
also reflects our belief that radio operations will benefit from
sustained advertising demand in key markets, Reach Media will
markedly increase its EBITDA contribution given significant
contractual expense reductions, and Interactive One will generate
positive EBITDA over the next 12 months. Moody's expect leverage
ratios will improve reflecting consolidated EBITDA growth combined
with some debt reduction and liquidity will remain adequate with
positive free cash flow as well as good EBITDA cushion to financial
covenants. The stable outlook does not incorporate leverage being
sustained above current levels nor debt financed acquisitions or
distributions. Ratings could be upgraded if debt-to-EBITDA leverage
ratios are sustained below 6.0x (incorporating Moody's standard
adjustments) supported by good advertising demand for radio and
cable network operations and a supportive economic environment in
key markets. Enhanced liquidity including mid single digit
percentage free cash flow-to-debt and good EBITDA cushion to
financial maintenance covenants will also be required for an
upgrade. Ratings could be downgraded if economic weakness or
increased competition in one or more key markets results in Moody's
belief that debt-to-EBITDA will not improve from initial levels.
Increased debt levels to fund discretionary items including
investments or share repurchases could negatively impact ratings,
particularly if these actions impair liquidity.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Radio One Inc., headquartered in Silver Spring, MD, is an urban
oriented multi-media company that operates or owns interests in
radio broadcasting stations (48% of revenue as of LTM December 2014
generated by 54 stations in 16 markets), a 99.6% ownership in TV
One pro forma for the transaction, a cable television network (35%
of revenue), an 80% ownership in Reach Media featuring the Tom
Joyner Morning Show (12% of revenue), and ownership of Interactive
One as well as other internet based properties (5% of revenue),
largely targeting the African-American audience. The Chairperson,
Catherine L. Hughes, and President, Alfred C. Liggins III
(Chairperson's son), hold roughly 94% of the outstanding voting
power and 46% of economic interest of the common stock. The company
reported consolidated revenue of $441 million for the 12 months
ended December 31, 2014.


RADIO ONE: S&P Affirms 'B-' CCR on Proposed TV One Buyout
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Silver Spring, Md.–based radio
broadcaster and cable television operator Radio One Inc.  The
rating outlook remains stable.

S&P also affirmed its 'CCC' issue-level rating and '6' recovery
rating on the company's existing senior subordinated notes.  The
'6' recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) of principal for lenders in the event of a
payment default.  The issue-level rating is two notches lower than
S&P's corporate credit rating on Radio One.

At the same time, S&P assigned its 'B' issue-level and '2' recovery
ratings to Radio One's proposed $350 million term loan due 2018 and
$350 million senior secured notes due 2022.  The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%; high end of the range) of principal for lenders in the
event of a payment default.  The rating on the proposed debt is one
notch higher than the corporate credit rating on the company.

S&P also revised its liquidity assessment on the company to
"adequate" from "less than adequate."  S&P expects that the company
will successfully complete the proposed refinancing under the
proposed terms and that this will improve its liquidity and restore
a greater-than-15% margin of compliance against its financial
covenants over the next 12 months.

The company will use the proceeds from the proposed debt issuances,
in addition to an unrated $25 million asset-backed credit facility
and $12 million Comcast senior subordinated notes due 2019, to
repay its existing $119 million TV One senior secured notes and
$369 million term loan (including related fees, expenses, and call
premium), as well as to fund the $227 million purchase of Comcast's
47.5% interest in TV One, bringing its ownership level to 99.6% in
this entity.  S&P will withdraw its issue-level ratings on the
existing $369 million term loan and $25 million revolving credit
facility when the proposed financing is complete and the notes are
repaid in full.

The 'B-' corporate credit rating on Radio One reflects S&P's
assessment of the company's business risk profile as "weak" and its
financial risk profile as "highly leveraged."

"The stable rating outlook on Radio One reflects our expectation
that the refinancing will be completed under the proposed terms,"
said Standard & Poor's credit analyst Heidi Zhang.  "We believe
this would enable the company to improve liquidity and maintain a
greater-than-15% EBITDA cushion of compliance against its financial
covenants over the next 12 months, while continuing to reverse the
declining revenue trend in some of its key radio markets."

S&P could consider lowering the rating if the proposed refinancing
is not successful, given significant near-term maturities of the
company's existing debt, including a revolver maturing in March
2015.  S&P could also lower the rating if EBITDA declines at a
low-single-digit percentage rate with no prospect of a turnaround,
causing discretionary cash flow to turn negative and draining
liquidity.  This scenario could occur if the company's reformatting
changes in the Houston and Washington D.C. markets cannot reverse
the recent losses in these key markets.

S&P regards an upgrade as unlikely during the next 12 months.
However, this could occur if performance is better than S&P
expects, allowing the company to generate substantial discretionary
cash flow and reduce adjusted leverage to below 6x on a sustained
basis, while maintaining adequate liquidity.



RADIOSHACK CORP: Grupo Gigante to Buy Mexican Business for $31.8MM
------------------------------------------------------------------
Anthony Harrup, writing for The Wall Street Journal, reported that
retailer Grupo Gigante said that it has agreed to buy RadioShack
Corp.'s Mexican business for $31.8 million, which it plans to
revamp and expand.

According to the Journal, Gigante said in a filing with the Mexican
stock exchange that it will buy RadioShack de Mexico, including 251
stores, brands and trademarks, via unit Office Depot de Mexico.  

                  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.


RADIOSHACK CORP: Salus Changes Mind About Making Better Bid
-----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Salus Capital Partners, the hedge fund trying to gain control of
RadioShack Corp., has changed its mind about increasing its offer
for the battered retail operation and said it is sticking with its
original bid.

According to the report, in court, Salus' lawyer said the company
suspects one of RadioShack's senior lenders has engaged in bond
trading that would position it to block potential lawsuits growing
out of financing maneuvers last year.  Alleged "machinations and
manipulation" have so clouded the picture that Salus decided not to
increase its investment in the form of an improved bid, the lawyer
said, the Journal 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.


RADIOSHACK CORP: West Virginia Objects to Sale of Client Info
-------------------------------------------------------------
Matthew Baumgarten, writing for WDTV.com, reports that West
Virginia Attorney General Patrick Morrisey has joined 32 other
states and the District of Columbia in trying to stop RadioShack
Corp. from selling private information of the Company's 117 million
clients to a third party.  According to WDTV.com, Mr. Morrisey sent
a letter to the Texas Attorney General's Office in support of their
formal objection filed on March 20, 2015.

Dawn McCarthy and Steven Church at Bloomberg News relates that
Salus Capital Partners has teamed up with liquidators to close the
Company down.  

U.S. Bankruptcy Judge Brendan Shannon is yet to decide on the
approval of the proposed sale of the Company's 1,700 stores to
Standard General, as the judge extended the hearing after listening
to arguments from plan supporters and opponents, Bloomberg News
says.  According to the report, Judge Shannon said that even if he
eventually gives Standard General permission to acquire the
Company, the sale may not close because of continuing disputes
among the lenders.

Bloomberg News says that thousands of workers would be laid if if
the Standard General deal falls through.

                  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.


RADNOR HOLDINGS: Former CEO Can't Sue Skadden Until Appeal Over
---------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge barred the founder
of defunct packaging company Radnor Holdings Corp. from filing any
more litigation in bankruptcy court related to his already rejected
allegations of misconduct by Skadden Arps Slate Meagher & Flom LLP
and a fund manager until his appeal of its $4 million fee order
concludes.

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed  

disposable food service products in the United States, and
specialty chemicals worldwide.  

Radnor and its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 06-10894) on Aug. 21, 2006.  When the
Debtors
filed for protection from their creditors, they disclosed total
assets of $361,454,000 and debt of $325,300,000.

Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Del.; and Timothy
R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole,
Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Chicago,
Ill., served as the Debtors' bankruptcy counsel.


RAY MARSHALL: Colorado Springs Developer Files for Bankruptcy
-------------------------------------------------------------
The Associated Press reported that Ray Marshall, a Colorado Springs
developer who was involved in the relocation project for the U.S.
Olympic Committee headquarters, and more than 80 partnerships and
limited liability companies have filed for bankruptcy protection,
citing $3.9 million in debts stemming from his developments.

According to the report, Marshall still faces six theft and
racketeering charges in connection with allegations that he
diverted $1 million in grants and city funds from a $42.3 million
deal to keep the USOC headquarters in Colorado Springs.  Marshall
said in the filing that he has $265,000 in assets, most of it from
a 2005 loan on a four-bedroom home in northwest Colorado Springs
that was sold in July, the report related.


REVEL AC: Files Amended Motion to Sell Assets to Polo North
-----------------------------------------------------------
Revel AC, Inc., and its affiliated debtors, filed with the U.S.
Bankruptcy Court for the District of New Jersey an emergency motion
seeking authority to sell its assets to Glenn Straub's Polo North
Country Club, Inc., for $82.0 million in cash payable, plus the
assumption of the Assumed Liabilities.

Like the Original Polo North APA, the Debtors are required to use
commercially reasonable efforts to obtain entry of the Sale Order
that provides for the sale free and clear of leasehold interests.
The holders of those leasehold interests (the Amenity Tenants, IDEA
Boardwalk, and ACR Energy Partners) are expected to object to the
Motion again and have their objections heard by the Court at the
hearing on the Motion.

Law360 reported that the Official Committee of Unsecured Creditors
has urged the bankruptcy judge to proceed slowly with the casino's
renewed push for a sale to Polo North, saying newly interested
suitors should be given as much time as possible to develop
competing offers.  According to Law360, the Committee argued that
granting Revel's request for an expedited sale hearing on the
Straub deal is unwarranted in light the of recent upsurge of
interest in the Atlantic City casino.

According to the Debtors, the Polo North APA remains the highest
and best -- and only -- definitive purchase agreement available to
them after an exhaustive and costly 9-month sale process conducted
during these Chapter 11 Cases.

                          About Revel AC

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

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

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


REVEL AC: Multiple Parties Object to Wells Fargo Settlement
-----------------------------------------------------------
BankruptcyData reported that multiple parties -- including ACR
Energy Partners, Idea Boardwalk, IGT and the Bank of New York
Mellon -- filed separate objections to Revel AC's request for
approval of a settlement with the Official Committee of Unsecured
Creditors and Wells Fargo, and the joint stipulation among the
Debtors, the Committee, and the D.I.P. secured parties amending the
final D.I.P. order.

According to BData, ACR Energy Partners states, "Indeed, the
Settlement offers no purported benefit for the estates other than a
$1.35 million fund that could only be distributed to general
unsecured creditors upon the effectiveness a chapter 11 plan. There
is no hope that such a plan will be filed in the foreseeable
future, and based upon the tenets of the absolute priority and
other requirements of the Bankruptcy Code, the likelihood of any
such plan being confirmed is remote. Nonetheless, even if the plan
does fail, the DIP Secured Parties would still receive all benefits
contemplated by the Settlement, including an order providing them
all sale proceeds, with limited carve outs, and protection from its
statutory obligations to pay administrative creditors for the cost
of maintaining its collateral. Indeed, approval of the Settlement
Motion and limiting the DIP Secured Parties' contribution to the
amount set forth in the artificially constructed DIP budget and
$1.35 million of sale proceeds ensures that the estates will be
administratively insolvent and general unsecured creditors will
receive nothing at all. In fact, together with the entry of the
Final DIP Order, this Settlement is yet another attempt to cure the
deficient record the Debtors presented at the hearing on what has
become known as the CUP Motion, render the CUP Motion moot and
foreclose all possibilities that ACR will recover anything on
account of its accruing administrative expense claim, all the while
continuing to support the administration of these cases by
providing necessary utility and energy services to the DIP Secured
Parties' collateral."

BData added that IGT's objection explains, "IGT objects to the
Debtors' above referenced motion (the 'Motion'), because it does
not clearly provide for adequate protection of IGT's secured claim
in this case. In addition, the proposed Order granting the Motion
approves a Settlement Agreement among the Debtors, the Committee,
and Wells Fargo, but no Settlement Agreement has been filed with
this court or served on parties in interest. IGT is a creditor in
this bankruptcy case, holding a perfected first priority purchase
money security interest in certain gaming equipment ('IGT
Collateral'). IGT filed a proof of claim in this case asserting a
secured claim in the amount of $5,570,873.43, which claim has been
paid down to less than one million dollars during the course of the
case."

                          About Revel AC

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

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

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253)
on March 25, 2013, with a prepackaged plan that reduced debt by
$1.25 billion.  Less than two months later on May 15, 2013, the
2013 Plan was confirmed and became effective on May 21, 2013.


ROTHSTEIN ROSENFELDT: TD Bank Ordered to Pay $67-Mil. to Victims
----------------------------------------------------------------
Carlos Harrison, writing for Daily Business Review, reported that
U.S. District Judge Marcia G. Cooke in Miami has ordered TD Bank to
pay $67 million to a group of investors in disbarred attorney Scott
Rothstein's failed $1.2 billion Ponzi scheme.

According to the Business Review, Judge Cooke's order could finally
bring an end to a three-year battle over the $32 million in
compensatory damages and $35 million in punitive damages awarded by
a jury to Texas-based Coquina Investments LLC.  TD Bank's motion
asking the U.S. Court of Appeals for the Eleventh Circuit to stay
Judge Cooke's order was denied by a three-judge panel, the Business
Review said.

Law360 reported that the trustee overseeing the bankruptcy of a
hedge fund that fed into Mr. Rothstein's $1.2 billion Ponzi scheme
settled claims from six of eight insurers who said $70 million
worth of policies issued to the fund were obtained through
deception.  According to the report, just before a summary judgment
hearing, Banyon Income Fund LP Chapter 7 trustee Robert C. Furr
notified the Southern District of Florida that he had settled the
dispute with six insurers -- RLI Insurance Co., Columbia Casualty
Co., Westchester Fire Insurance Co., Ironshore Indemnity Co.,
Zurich American Insurance Co. and National Union Fire Insurance
Company of Pittsburgh PA -- and asked for a stay of proceedings
while the bankruptcy court reviews the deal.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a   
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SABRE HOLDINGS: Moody's Raises CFR to Ba3 & Rates $530MM Notes Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded Sabre Holdings Corporation's
Corporate Family Rating to Ba3, from B1, and its Probability of
Default rating to Ba3-PD, from B1-PD. Moody's assigned a Ba3 rating
to the proposed $530 million of senior secured notes (to be issued
by Sabre's wholly-owned subsidiary, Sabre GLBL Inc.), and affirmed
the Ba3 rating for the company's existing senior secured credit
facilities. Moody's also upgraded the rating for Sabre's senior
unsecured notes to B2, from B3. Sabre's SGL-2 speculative grade
liquidity rating was also affirmed. The ratings have a stable
outlook. The company will use the net proceeds from the new notes
offering primarily to redeem $480 million of senior secured notes
and pay premiums.

Moody's analyst Raj Joshi said, "The upgrade reflects our view that
Sabre's credit metrics will progressively strengthen from organic
earnings growth and its financial profile will significantly
benefit from the recently completed sale of the cash-absorptive
Travelocity and lastminute.com businesses. The divestitures will
allow management to focus on the remaining businesses that have
good growth prospects and operating profit margins." He added,
"Although Sabre's litigation risk has moderated it continues to
remain high. The company's improved financial profile can better
accommodate litigation-related costs and expenses and potential
adverse outcomes from its pending legal proceedings."

The Ba3 CFR reflects Moody's expectation that Sabre's total debt to
EBITDA (Moody's adjusted) will progressively decline to 3.5x by mid
2016, from about 4.0x, pro forma for the proposed refinancing.
Moody's expects Sabre's EBITDA growth to exceed its revenue growth
of about 5%, and Sabre should generate free cash flow of
approximately 5% and 8% of total debt in FY 2015 and FY 2016,
respectively. Moody's anticipates only a modest increase in
leverage from a possible acquisition for approximately $500 million
that Sabre has indicated it could consummate in its Travel Network
segment.

Sabre is one of the largest Global Distribution Systems (GDS)
providers globally and is the leader in the North American market.
Sabre's technology infrastructure and its existing relationships
with travel suppliers and buyers enable the company to provide
valuable content and services to its customers. The Ba3 CFR is also
supported by Sabre's recurring, transaction-based revenues and
strong growth prospects for its Airline and Hospitality Solutions
segment that will improve Sabre's earnings diversity. However,
Sabre operates in a highly competitive market and travel suppliers
have increasingly used a direct distribution model to maintain
control or negotiate better pricing for GDS services. The company
also has high revenue exposure to the cyclical airline industry and
there is some customer revenue concentration. Additionally, the
rating is constrained by the financial sponsors' large controlling
interest in the company and their significant influence on the
company's financial policies.

Sabre's senior secured debt represents approximately 85% of the
total funded debt. As a result, the senior secured debt is rated at
the same level with Sabre's Ba3 CFR.

The SGL-2 liquidity rating reflects Sabre's good liquidity
comprising cash balances, availability under revolving credit
facilities and free cash flow.

Moody's could upgrade Sabre's ratings if the financial sponsors
substantially reduce their equity interest and the company
maintains good earnings growth such that total debt to EBITDA is
sustained below 3x (incorporating Moody's standard analytical
adjustments) and free cash flow in the high single digit
percentages of total debt.

Moody's could downgrade Sabre's ratings if the loss of a
significant customer or unfavorable changes in pricing or the
distribution of travel supply cause total debt to EBITDA to
increase to over 4x, and free cash flow declines to the low single
digit percentages for an extended period of time. The ratings could
additionally come under pressure if adverse outcomes in legal
proceedings have a meaningful financial impact on Sabre or increase
its business risks.

Moody's has taken the following ratings actions:

Issuer: Sabre Holdings Corporation

  -- Corporate Family Rating, Upgraded to Ba3 from B1

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

  -- Speculative Grade Liquidity Rating, Affirmed, SGL-2

  -- $400 million Senior Unsecured Bonds, Upgraded to B2 (LGD6)
     from B3 (LGD6)

Issuer: Sabre GLBL Inc.

  -- $425 million Senior Secured Term Loan C due 2018, Affirmed,
     Ba3 (LGD3)

  -- $35 million Senior Secured Revolving Credit Facility due
     2018, Affirmed, Ba3 (LGD3)

  -- $370 million Senior Secured Revolving Credit Facility due
     2019, Affirmed, Ba3 (LGD3)

  -- $1,775 million Senior Secured Term Loan B due 2019,
     Affirmed, Ba3 (LGD3)

  -- $350 million Senior Secured Incremental Term Loan Facility
     due 2019, Affirmed, Ba3 (LGD3)

  -- $800 million Senior Secured Notes due 2019, to be withdrawn
     at the closing of the new senior secured notes

  -- New Senior Secured Notes, Assigned, Ba3 (LGD3)

Outlook Actions:

Issuer: Sabre Holdings Corporation

  -- Outlook, Stable

Sabre is a leading technology solutions provider to the global
travel and tourism industry with $2.6 billion in annual revenues.
Funds affiliated to TPG Partners, Silver Lake Partners and other
co-investors own a majority equity interest in Sabre.

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.


SALADWORKS LLC: Receives Auction Approvals Over Objections
----------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Judge Laurie Selber Silverstein granted a number of requests
from fresh salad franchiser Saladworks LLC, siding with the company
and its majority owner and warning the feuding parties to keep
their rhetoric in check.

"The rhetoric in the filings is unhelpful," Judge Silverstein, who
was appointed to the U.S. Bankruptcy Court in Wilmington, Del.,
last October, said, the DBR report cited.  "I don't want to read
through 10 pages of why the other guy is wrong -- not wrong, but
bad -- and all the things that have happened before I get to the
substance of the dispute."

Law360 reported that a major creditor and an equity holder of
Saladworks took aim at the casual restaurant chain's sale plans and
protested the Debtor's bid to have the bankruptcy shield its CEO
from breach-of-contract claims in Delaware Chancery Court or
attempts to collect on loans he purportedly guaranteed.  According
to Law360, in objections filed with the Delaware bankruptcy court,
WS Finance LLC, owed on $2.5 million in unsecured loan obligations,
and JVSW LLC, which owns a 30 percent stake in Saladworks, called
the restaurant chain's proposed sale plan an "expensive subterfuge"
by CEO John Scardapane that takes the place of a Chapter 11 plan
and locks the minority equity holder out of the process.

                       About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States. From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.  The company has franchise agreements with 162
different franchisees.  The equity owners are J Scar Holdings,
Inc., (70%) and JVSW LLC (30%).

Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 15-10327) on Feb. 17, 2015.  The case assigned to
Judge Laurie Selber Silverstein.

The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG
Advisors, LLC, as investment banker; EisnerAmper LLP, as financial
advisor; and Upshot Services LLC, as claims and noticing agent.

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

The U.S. trustee overseeing the Chapter 11 case of Saladworks LLC
appointed three creditors of the company to serve on the official
committee of unsecured creditors.


SAXBY'S COFFEE: Court Rejects Bid to Extend Time to File Appeal
---------------------------------------------------------------
Chief Bankruptcy Judge Eric L. Frank of the Eastern District of
Pennsylvania denied the request of John Larson and Greg Bayer for
extension of time to file a notice of appeal.  Judge Frank said
Larson and G. Bayer have not proven by a preponderance of the
evidence that the missed appeal deadline was the product of
"excusable neglect" as is their burden under Fed. R. Bankr.
P.8002(d)(1)(B).

Larson and G. Bayer initially sought a determination that their
pre-petition claims against debtor Nicholas Bayer are excepted from
discharge under 11 U.S.C. Sec. 523(a).  By order dated December 2,
2015 and entered on December 3, 2014, the court entered judgment
against the Plaintiffs and in favor of N. Bayer.  The 14-day appeal
period passed without an appeal.

For more than five years, in the chapter 11 case of Saxby's Coffee
Worldwide, LLC, Bky. No. 09-0340 as well as in the three individual
bankruptcy cases of its principals, Larson and G. Bayer have
maintained that they were wronged by N. Bayer and by the asset sale
transaction that underlies their claim against him.

The adversary case is, JOHN LARSON and GREG BAYER, Plaintiffs, v.
NICHOLAS BAYER, Defendant,  Adv. No. 12-0379 ELF (Bankr. E.D. Pa.).
The bankruptcy case is, IN RE: NICHOLAS BAYER, Chapter 7, Debtor,
Bky. No. 12-11083 ELF (Bankr. E.D. Pa.).

A copy of Judge Frank's March 23, 2015 Opinion is available at
http://is.gd/CJvvLHfrom Leagle.com.

Conshohocken, Pennsylvania-based Saxby's Coffee Worldwide LLC is a
37-store chain that operates 14 stores in Pennsylvania, where it
acquired parts of the former Bucks County Coffee Co. in 2008, along
with others scattered from Washington and Atlanta to California.
The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Pa. Case No. 09-15898) on Aug. 5, 2009.  Paul J. Winterhalter,
Esq., serves as the Debtor's counsel.  The Company estimated up to
$50,000 in assets and $1 million to $10 million in debts when it
filed for bankruptcy.

By Order dated May 4, 2011, as modified by Order dated Dec. 8,
2011, the Court confirmed the Debtor's Fifth Amended Plan of
Reorganization.


SIGNAL INT'L: Bankruptcy Likely Before Next Trafficking Trial
-------------------------------------------------------------
Law360 reported that a Texas federal judge has denied Signal
International LLC's bid to delay an April human trafficking trial,
despite the shipbuilder telling the court it is a virtual certainty
that it will file for bankruptcy before the trial ends.

According to Law360, seeking to push back proceedings until at
least August, the beleaguered company said that declining revenues
and compounding legal fees have forced it to consider its
restructuring options.  It said it expects to file for Chapter 11
bankruptcy immediately before, or shortly after, it begins trial,
the report said.


STOCKTON, CA: Franklin Templeton Files Opening Brief in Plan Appeal
-------------------------------------------------------------------
Reuters reported that the holdout creditor in Stockton,
California's bankruptcy case filed its opening brief in an appeal
of the city's reorganization plan, claiming "no bondholder has ever
received so little in the history of municipal bankruptcy."

According to the report, the creditor, two funds managed by
Franklin Templeton Investments, said Stockton's plan to exit
Chapter 9 bankruptcy was discriminatory and punitive.  Franklin
said it would receive less than 1 percent of its $30.5 million
unsecured claim in the case, now before the U.S. Bankruptcy
Appellate Panel of the Ninth Circuit, the report related.

The brief claimed that by confirming a plan providing such a small
distribution, compared with recoveries of 52 percent to 100 percent
for other unsecured claims, U.S. Bankruptcy Judge Christopher Klein
erred in backing Stockton's exit plan, the report further related.

                     About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

Judge Klein, in late October 2014, confirmed the debt-adjustment
plan by the city of Stockton, rejecting arguments that it unfairly
discriminated among creditors by chopping a mutual fund's recovery
to near zero while shielding city retirees from any impairment at
all.

Stockton, California city manager Kurt Wilson said the city's First
Amended Plan of Adjustment, as Modified, became effective; and the
Company emerged from Chapter 9 protection, following the U.S.
Bankruptcy Court's confirmation of the plan on Feb. 4, 2015.

                       *     *     *

The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.

The TCR, on Nov. 10, 2014, reported that Moody's Investors Service
has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series
2006 lease revenue bonds and affirmed the city's 2007 pension
obligation at Ca. Moody's have removed the developing outlook from
the Series 2006 bonds and Moody's have removed the negative
outlook from the Series 2007 bonds.

The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings
Services raised its long-term rating and underlying rating (SPUR)
to 'B-' from 'CCC' on the Stockton Public Financing Authority,
Calif.'s series 2003A and 2003B certificates of participation
(COPs) and its SPUR to 'B-' from 'CCC' on the authority's series
2006A lease revenue refunding bonds.  Standard & Poor's also
affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series
2004 (arena project) revenue bonds.  All series are appropriation
obligations of Stockton.  The outlook on the series 2003A and
2003B COP long-term rating and SPUR and on the 2006A lease revenue
refunding bond SPUR is stable, and the outlook on the series 2004
revenue bond rating (arena project) is negative.


TENNECO INC: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Tenneco Inc. (TEN) at 'BB+'.  In addition, Fitch has affirmed TEN's
secured revolving credit facility and secured Term Loan A ratings
at 'BBB-' and assigned both a recovery rating of 'RR1'. Fitch has
also upgraded TEN's senior unsecured notes rating to 'BB+' from
'BB' and assigned the notes a recovery rating of 'RR4'. The Rating
Outlook is Stable.  TEN's ratings apply to a $1.2 billion secured
revolving credit facility, a $300 million secured Term Loan A and
$725 million in senior unsecured notes.

KEY RATING DRIVERS

TEN's ratings continue to be supported by the company's market
position as a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments.  In addition, tightening
regulations governing commercial truck and off-highway vehicle
emissions in a number of global jurisdictions have led to increased
growth opportunities and higher profitability for the company.
TEN's credit profile is characterized by slowly declining, but
somewhat variable, leverage and adequate liquidity. However, free
cash flow margins are relatively low.

Primary risks to the company's credit profile include industry
cyclicality, volatile raw material costs and variability in fuel
prices.  Cyclical risk is mitigated somewhat by the increasing
diversification of the company's customer base and improving cost
structure, as well as ever-tightening global emissions regulations,
which will drive growth in the market for emission control products
independent of global economic conditions.  Also mitigating risk
and supporting near-term liquidity is a lack of material debt
maturities until 2019.  Volatile fuel prices present a risk because
TEN's equipment on smaller and more fuel efficient vehicles tends
to be less profitable.  As with other auto suppliers, TEN seeks to
minimize the effect of volatility in raw material prices by passing
along a substantial portion of the change in its material costs to
its original equipment customers.

Another meaningful risk is the potential for an adverse outcome in
the ongoing antitrust investigation of TEN being conducted by the
European Commission (EC) and the U.S. Department of Justice (DOJ).
Details of the investigation, the potential timing of any
resolution and the ultimate exposure to TEN are currently unknown,
but the DOJ's willingness to grant the company conditional leniency
through the Antitrust Division's Corporate Leniency Policy is
encouraging.  The Leniency Policy limits TEN's exposure as long as
the company self- reports matters to the DOJ and continues to
cooperate with the DOJ's investigation.  Nonetheless, a
particularly adverse outcome from the investigation by either the
EC or the DOJ could lead to a negative rating action.

TEN's secured revolver and secured Term Loan A both have a recovery
rating of 'RR1' and are rated one-notch above the company's IDR,
reflecting their substantial collateral coverage, which includes
virtually all of the company's U.S. assets and up to 66% of the
stock of its first-tier foreign subsidiaries.  Based on Fitch's
recovery rating criteria, 'BBB-' is the highest issue rating that
may be assigned to an issuer with an IDR of 'BB+' or lower.  Fitch
has assigned a recovery rating of 'RR4' to TEN's senior unsecured
notes, reflecting Fitch's revised expectations for an average
recovery in a distressed scenario.  The assignment of an 'RR4'
recovery rating has led to an upgrade of the rating on TEN's senior
unsecured notes to 'BB+'.

Fitch expects demand for TEN's Clean Air products to remain
relatively strong over the intermediate term as global emissions
requirements continue to tighten.  In particular, increasingly
strict regulations for commercial trucks and off-road equipment, as
well as for locomotives and water-borne vessels, will contribute to
revenue growth that outpaces the growth of global light vehicle
production.  Fitch also expects TEN's revenue stream to become
increasingly diversified over the next several years as the
company's product penetration in non-traditional segments
increases.  New technologies in the company's Ride Performance
division, including active and semi-active suspension systems, will
also contribute to growth in revenue and profitability, although
Fitch continues to expect emissions control products to be the
larger contributor to TEN's sales growth over the intermediate
term.  Despite these improvements, in the near term, sales are
likely to be negatively affected by foreign exchange translation as
a result of the strong U.S. dollar, which will mask much of the
growth associated with higher business levels.

Fitch expects the higher margins generated by TEN's commercial and
off-highway business to combine with improvements in the company's
cost structure to support further margin growth over the
intermediate term.  Fitch's calculated EBITDA margin was 8.6% in
2014, but excluding substrate sales (which are largely passed
through to the company's customers with little markup), the EBITDA
margin would have been a relatively strong 11.1% for the year.  In
2014, substrate pass-through revenue totaled $1.9 billion, or 23%,
of the company's $8.4 billion in total revenue.  Since larger
engines require more substrates in their emissions control systems,
substrate pass-through revenue is likely to increase as a
percentage of the company's overall revenue over the intermediate
term.  This could result in some overall margin dilution that could
offset a portion of the higher profitability associated with
emissions control products for larger engines.

Fitch expects TEN's credit profile to strengthen modestly over the
intermediate term on a combination of higher business levels and
continued discipline on controllable costs.  EBITDA gross leverage
will likely decline modestly during 2015, potentially to below 1.5x
by year end, and it is likely to decline further over the next
couple of years.  However, Fitch expects leverage to fluctuate
through the year as the company uses its revolver and other
short-term borrowings to offset typical seasonal swings in its cash
flows.  Debt levels will decline somewhat as the company makes
normal amortization payments on its Term Loan A, but with net
leverage near the company's target at year-end 2014, further debt
reduction is likely to be a low priority.  TEN ended 2014 with net
leverage, according to its own calculation, of 1.1x, versus its
target of 1.0x.  This suggests that the company will deploy free
cash flow primarily toward shareholder-friendly activities going
forward, such as the $350 million share repurchase program
announced in February 2015.

TEN's free cash flow was ($17) million in 2014, primarily due to
increased capital spending to support the company's growth
initiatives.  However, in 2013 the company produced positive free
cash flow of $220 million, the strongest level of free cash flow in
years.  In 2015, Fitch expects free cash flow to turn positive
again, but it is likely to remain under pressure from relatively
high capital spending.  The company also has fully utilized it U.S.
tax NOLs, which led to higher cash tax payments in 2014 and will
continue to pressure free cash flow going forward.  Over the past
several years (with the exception of 2014), TEN's free cash flow
margins have generally been in the low-single digit range, even
after adjusting for substrate revenue, and Fitch expects the
company to continue producing low-single-digit free cash flow
margins over the intermediate term.  These low free cash flow
margins are a significant factor weighing on TEN's IDR and are well
below those of higher-rated auto suppliers.

Despite the negative free cash flow, TEN's overall liquidity
position remained adequate at year-end 2014.  The company ended the
year with $282 million in cash and cash equivalents, augmented by
nearly full availability on its $1.2 billion secured revolver. (The
company had $34 million in letters of credit backed by the revolver
at year-end 2014.)  However, most of TEN's cash was located outside
the U.S. at year-end 2014.  Going forward, Fitch expects cash
liquidity to remain near the current level, with any excess cash
targeted toward the company's recently announced $350 million
three-year share repurchase program.  Although TEN is likely to
maintain only modest cash balances in the U.S., the company does
repatriate cash when needed to fund certain U.S. activities.  TEN
has not been an acquisitive company in recent times, but Fitch
expects the company would dial back on share repurchases to support
its liquidity position in the event that it undertook an
acquisition.

TEN's credit profile strengthened modestly in 2014 on continued
improvements in the company's operating performance, which offset a
slight increase in debt.  Revenue increased 5.7% to $8.4 billion as
the effect of higher business levels was partially offset by
negative foreign exchange translation.  Fitch's calculated EBITDA
margin was 8.6% in 2014, up from 8.1% in 2013. As of year-end 2014,
TEN's EBITDA leverage (debt/Fitch-calculated EBITDA) was 1.6x, down
from 1.7x at year-end 2013, while debt rose to $1.13 billion from
$1.10 billion.  Lease-adjusted leverage (lease-adjusted debt/
EBITDAR) was 2.3x at year-end 2014.  Fitch's calculation of lease
adjusted leverage includes the impact of operating leases as well
as $153 million in off-balance sheet borrowings on the company's
European accounts receivable securitization facilities.  FFO
adjusted leverage at year-end 2014 rose slightly to 3.3x from 3.1x
at year-end 2013, while FFO fixed charge coverage declined to 3.4x
from 3.8x.

The funded status of TEN's global pension plans declined in 2014,
falling to 78% at year-end 2014 from 84% a year earlier.  In the
U.S., the funded status declined to 75% from 82% at the end of
2013.  As with many corporate plans, the year-over-year decline in
the funded status was primarily due to a combination of lower
long-term interest rates and revised mortality assumptions.  TEN
used a 4.1% discount rate to value its U.S. projected benefit
obligation in 2014, down from 4.8% in 2013.  On a dollar basis,
TEN's global plans were underfunded by only $205 million ($115
million in the U.S.), which Fitch views as manageable given the
company's liquidity position and free cash flow prospects.  TEN has
estimated that required cash contributions to its global pension
plans will be $31 million in 2015, down from actual contributions
of $46 million in 2014.

KEY ASSUMPTIONS

   -- Global economic conditions continue to improve at a modest
      pace, leading to low-single digit growth in global auto
      production.

   -- In addition to increased auto production, TEN's revenue
      benefits from higher commercial vehicle and off-road
      equipment demand as emissions regulations in these segments
      continue to tighten many global markets.

   -- With the improving vehicle production volumes and increased
      penetration, TEN's revenue and profitability grow, but
      negative foreign exchange masks much of the near-term
      revenue improvement.

   -- Capital spending remains elevated by historical standards
      over the intermediate term to support new product wins and
      growth in the company's manufacturing footprint.

   -- Debt maturities are refinanced through over the next several

      years.

   -- Share repurchases total of $350 million over the next three
      years, and the company continues with share buybacks
      following the expiration of the current program.

   -- The company's cash remains near the year-end 2014 level
      though the intermediate term.

RATING SENSITIVITIES

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

   -- An Increase in TEN's value-added free cash flow margin to
      about 3% on a consistent basis;

   -- A decline in FFO adjusted leverage to 2.5x or lower;

   -- An increase in FFO fixed charge coverage to 5x or higher.

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

   -- A severe decline in global vehicle production that leads to
      reduced demand for TEN's products;

   -- A decline in TEN's value-added free cash flow margin to
      below 1% for an extended period;

   -- An increase in FFO adjusted leverage to 4x or higher;

   -- A decline in FFO fixed charge coverage to 3x or lower;

   -- An adverse outcome from the antitrust investigation that
      lead to a significant decline in liquidity or an increase in

      leverage.

Fitch has taken these rating actions on TEN with a Stable Rating
Outlook:

   -- IDR affirmed at 'BB+';

   -- Secured revolving credit facility rating affirmed at 'BBB-'
      and assigned a recovery rating of 'RR1';

   -- Secured Term Loan A rating affirmed at 'BBB-' and assigned a

      recovery rating of 'RR1';

   -- Senior unsecured notes rating upgraded to 'BB+/RR4' from
      'BB'.



TOWNSQUARE MEDIA: S&P Keeps B- Unsec. Notes Rating After Downsize
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level and
recovery ratings on U.S.–based radio broadcaster and event
production company Townsquare Media Inc.'s proposed senior
unsecured notes and senior secured credit facility are not affected
by the company's proposed $20 million shift from the senior
unsecured notes to the term loan.

Specifically, S&P's 'B-' issue-level rating and '5' recovery rating
on Townsquare's proposed senior unsecured notes remain unchanged
after the company downsized the originally proposed amount from
$320 million to $300 million with a 6.5% coupon.  The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%;
low end of the range) of principal for debtholders in the event of
a payment default.

S&P's 'BB-' issue-level and '1' recovery ratings on the company's
proposed senior secured credit facility remain unchanged after
Townsquare subsequently upsized the originally proposed $255
million term loan by $20 million to $275 million.  The total senior
secured credit facility, including the unchanged $50 million
revolving credit facility, is now $325 million.  The '1' recovery
rating indicates S&P's expectation for very high recovery
(90%-100%) of principal for debtholders in the event of payment
default.

The company will use the proceeds from the refinancing to repay the
existing senior secured credit facility and the 9% senior notes
issued by its subsidiary, Townsquare Radio LLC.

RATINGS LIST

Townsquare Media Inc.
Corporate Credit Rating               B/Stable/--

Ratings Unchanged

Townsquare Media Inc.
Senior secured credit facility        BB-
  Recovery Rating                      1
Senior unsecured notes                B-
  Recovery Rating                      5L



TRANSTAR HOLDING: S&P Alters Outlook to Stable on ETX Holdings Deal
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Cleveland-based transmission parts
distributor Transtar Holding Co. and revised the rating outlook to
stable from negative.

At the same time, S&P affirmed its 'B+' rating on Transtar's
first-lien revolver and term loan B.  The '2' recovery rating on
this debt remains unchanged, indicating S&P's expectation for
substantial (70%-90%) recovery for lenders in the event of a
payment default, at the high end of the range.

S&P also affirmed its 'CCC+' rating on Transtar's second-lien term
loan B.  The '6' recovery rating on this debt remains unchanged,
indicating S&P's expectation for negligible (0%-10%) recovery for
lenders in the event of a payment default.

"The outlook revision reflects our view that the company appears to
be on track with its integration of ETX Holdings Inc., which the
greater-than-anticipated cost synergies as a result of footprint
consolidation, store and route optimization, layoffs, and other
operational efficiencies demonstrate," said Standard & Poor's
credit analyst Naomi Dsouza.

Two industry-specific factors -- miles driven and vehicle age --
remain somewhat weak.  Miles driven have increased since 2008, but
they remain less than the 2007 peak.  In addition, the average age
of vehicles on the road has risen in recent years because of newer
vehicles' higher quality and durability.

The stable rating outlook reflects S&P's view that the company can
maintain its above-average EBITDA margins and positive free
operating cash flow, with a modest decline in leverage over the
next 12 months.  Transtar appears to be on track with its
integration of the 2014 ETX acquisition, which S&P expects will
result in some margin expansion as a result of cost savings from
footprint consolidation efforts.

S&P could lower the rating if the company's free cash flow
generation turns negative.  This could occur if gross margins
decline significantly, perhaps as a result of significantly
weaker-than-expected end-market demand, or unforeseen acquisition
integration issues, while working capital needs increase.

S&P considers an upgrade unlikely during the next 12 months because
it believes Transtar's financial risk profile will remain "highly
leveraged" under its financial sponsor, based on its large debt
burden relative to its size and S&P's general view of the financial
sponsors' tolerance for financial risk.



TRI-VALLEY CORP: K&L Gates Wants Out of Securities Action
---------------------------------------------------------
Law360 reported that K&L Gates LLP asked a California federal court
to cut legal malpractice claims from a securities class action
against its clients, former directors of oil and gas company
Tri-Valley Corp., saying the law firm never owed the investors of
its clients any fiduciary duty and the claims are barred by an
automatic stay in bankruptcy court anyway.

K&L Gates was hired in August 2012 to represent Tri-Valley Corp.
and two of its subsidiaries as it entered Chapter 11 bankruptcy,
the report said.

The case is Siegal et al v. Gamble et al., Case No. 3:13-cv-03570
(N.D. Cal.).

                       About Tri-Valley Corp.

Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explored for and produced oil

and natural gas in California and has two exploration-stage gold
properties in Alaska.  It had 21 wells in California and
exploration rights in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7, 2012,
with funding from lenders that require a prompt sale of the
business.  The affiliates are Tri-Valley Oil & Gas Co., TVC Opus I
Drilling Program, L.P., and Select Resources Corporation, Inc.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  Epiq
Bankruptcy Solutions, LLC, is the claims agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and $9.4
million in unsecured debt owing to suppliers.

An official committee of unsecured creditors has been appointed in
the case.

The Tri-Valley case was converted to Chapter 7 according to a
March
25, 2013 order.  Charles A. Stanziale, Jr., was appointed as
chapter 7 trustee.


UNIT CORP: Fitch Affirms 'BB' Issuer Default Rating, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed all ratings for Unit Corporation (Unit;
NYSE: UNT) with a Stable Rating Outlook.

Approximately $812 million of debt is affected by the rating
action.

KEY RATING DRIVERS

Unit's ratings reflect the company's increasing exposure to
liquids, strong reserve replacement history, modestly diversified
business mix (with about 30% of EBITDA coming from non- exploration
& production [E&P] segments), rig fleet rationalization and
repositioning efforts, midstream footprint with an increasingly
fee-based contract mix, and manageable leverage levels.  These
considerations are offset by the relatively small size of its
proved reserve base and production profile, continued risk of
obsolescence within its onshore rig fleet, and impact of
significantly weaker oil prices on cash flows.

The E&P segment (about 70% of EBITDA) reported net proved reserves
(1p) of 179 million barrels of oil equivalent (MMboe; 76%
developed) for the year-ended 2014 and production of 50.1 thousand
boe per day (Mboepd; 46.3% liquids mix), a 9% year-over-year
increase, as of Dec. 31, 2014.  This results in a reserve life of
nearly 10 years.  One-year organic reserve replacement was strong
at 210%, relative to a three-year average of 174% and management's
target of 150%, with an associated Fitch-calculated finding and
development (F&D) cost of just $17.81/boe.  The company's
operational metrics highlight its shift to unconventional drilling,
benefits of shale-linked efficiency gains, and improving liquids
mix.

The contract drilling segment (nearly 25% of EBITDA) reported a
modest reduction in revenue per day to $17,318, excluding
intercompany revenue (roughly 10%-15% of drilling activities), but
the Fitch-calculated rig day margin, excluding intercompany
operations, improved by 4% to $7,328 mainly due to the placement of
higher margin, new BOSS rigs into service during the second half of
2014.  Utilization rates in 2014 increased to 63% benefiting from
the increase in U.S. onshore activity, as well as the sale of four
larger, idle rigs in the first quarter and removal of 31 older,
non-core rigs from service in late December. The rapid decline in
the average number of active Unit rigs from 80.9 during the fourth
quarter of 2014 to 37 rigs as of March 24, 2015 illustrates the
rapid industry-wide release of U.S. onshore rigs.  Fitch believes
that Unit's asset quality and mix issues may compound the effects
of the downcycle with some offset provided by the four working and
an additional four to be delivered BOSS rigs.

Credit metrics remained strong for the year ended 2014.  The
Fitch-calculated debt/EBITDA, debt/proved developed reserves (PD),
and debt/flowing barrel were approximately 1.1x, $5.95/boe, and
$16,200, respectively.  The upstream credit metrics allocate all
outstanding debt to the E&P segment.  Fitch expects these metrics
to erode over the next few years as the impact of lower oil prices
takes hold.  Fitch's base case, assuming a West Texas Intermediate
(WTI) price of $50, forecasts debt/EBITDA of less than 2.1x in
2015.  However, these remain consistent with or better than
similarly rated North American (N.A.) E&P peers.

SHIFTING FROM GROWTH TO RETURNS IN WEAK PRICE ENVIRONMENT

Unit, consistent with other N.A. independent E&P peers, has shifted
its focus from production growth to improving efficiencies and
maintaining activity at its most promising, higher return acreage
in its Wilcox and Southern Oklahoma Hoxbar Oil Trend (SOHOT) plays.
The E&P capital program has been scaled back 60% year-over-year
with management expecting the number of wells participated in to
reduce to 70 (gross) using two to four rigs from 186 (gross; 121
net) using an average of 12.2 rigs in 2014. Production is
anticipated to grow 2%-4% with the liquids mix continuing to
improve in 2015 benefiting from completion activity.

DOWNCYCLE HEIGHTENS RIG OBSOLESCENCE RISK

The company has been actively repositioning its drilling fleet
through asset divestitures, retrofits/upgrades, and new-builds to
better align with E&P demand for efficient, horizontal/directional
drilling rigs in the 1,500hp range.  Management seems to have
recognized that the downcycle has heighten obsolescence risk for
certain rigs and proactively removed 31 older, non-core rigs from
service with most anticipated to be sold for parts.  The new BOSS
drilling rig is designed for efficient horizontal/directional
drilling and has had favorable operating results, but the downcycle
is likely to be a newbuild headwind.  Unit has major components
ordered for three additional BOSS rigs but plans to delay
construction, as well as associated capital spending, until the
market improves and contracts are secured.

LEVERAGE LEVEL HELPS MODERATE CREDIT RISKS

Management's current leverage levels, in conjunction with its
sizing of the capital budget to be substantially in line with
anticipated cash flows, provide sufficient financial flexibility to
manage near-term credit risks.  Fitch's base case, assuming a WTI
price of $50, projects that Unit will be about $90 million free
cash flow (FCF) negative in 2015 with the shortfall funded with
credit facility borrowings.  The Fitch base case results in
debt/EBITDA under 2.1x in 2015.  Debt/PD and debt per flowing
barrel metrics are forecast to increase to approximately $6.45/boe,
subject to any revisions, and $17,450, respectively. Fitch's base
case WTI price forecast assumption of $60 in 2016 and $75 long-term
suggests that the company may selectively increase drilling
activity in 2016.  The Fitch base case considers that the company
will outspend operating cash flow generally consistent with
historical levels in 2016 given supportive pricing signals
resulting in a debt/EBITDA of 1.8x.

Unit utilizes a combination of swap and collared hedges to manage
cash flows and support development funding.  As of Dec. 31, 2014,
the company's 2015 oil and gas hedges accounted for less than 10%
and 45%, respectively, of its 2014 production.

ADEQUATE LIQUIDITY POSITION

UNT has historically maintained a nominal cash balance and had
approximately $1 million of cash-on-hand as of Dec. 31, 2014.  The
company's primary source of liquidity is its $500 million senior
unsecured credit facility ($334 million available capacity at
year-end 2014) due Sept. 2016.  The capacity of the revolver may be
increased or decreased subject to the company's borrowing base
($900 million as of Dec. 31, 2014).  The borrowing base is
re-determined semi-annually based on the present value of oil and
gas reserves and midstream cash flows with the next redetermination
date scheduled for April 1st.  Fitch believes that the difference
($400 million; about 45%) in the current borrowing base and elected
commitment under the credit facility helps mitigate near-term
redetermination-related liquidity concerns.

Financial covenants, as defined in the credit facility agreement,
require Unit to maintain a current ratio above 1x and debt/EBITDA
below 4x.  Other covenants across UNT's debt instruments consist of
dividend restrictions (less than 30% of the preceding year's
consolidated net income), additional debt (springing covenant of
EBITDA/interest above 2.25x, subject to an investment-grade rating
of the notes by any one rating agency) and lien limitations,
transaction restrictions, and change in control provisions.  As of
Dec. 31, 2014, Unit was in compliance with all of its covenants.

LIMITED OTHER LIABILITIES

Unit does not have a defined benefit pension plan.  Asset
retirement obligations (AROs) were $101 million, as of Dec. 31,
2014, which is lower than the $134 million reported at year-end
2013.  This is mainly due to a favorable revision of cost estimates
associated with plugging wells based on actual costs over the
preceding year.  The company does not have any material additional
liabilities.

KEY ASSUMPTIONS

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

   -- WTI oil that trends up from $50/barrel in 2015 to $60/barrel

      in 2016 and a long-term price of $75/barrel;

   -- Henry Hub gas that trends up from $3.00/mcf in 2015 to
      $3.25/mcf in 2016 and a long-term price of $4.50/mcf;

   -- Production growth of about 3% in 2015 with increased, market

      price-driven activity providing mid-single digit growth in
      2016 with a more robust growth profile thereafter;

   -- Liquids mix improves from 46% in 2014 to 47% in 2015
      followed by incremental improvements thereafter;

   -- Drilling segment EBITDA is forecast to decline by over 50%
      in 2015 due to lower U.S. onshore activity with some BOSS
      rig newbuild offset;

   -- Midstream EBITDA shows more resiliency through downturn, but

      volumetric and commodity pricing exposure pressures margins;

   -- Capital spending is forecast to be $477 million in 2015,
      consistent with guidance, followed by an operating cash flow

      outspend generally consistent with historical levels given
      supportive pricing signals;

   -- No asset divestiture proceeds are forecast given the
      challenged onshore drilling conditions - the focus of Unit's

      'non-core' assets.

RATING SENSITIVITIES

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

   -- Increased size, scale, and diversification of Unit's E&P
      operations with some combination of the following metrics;

   -- Mid-cycle debt/EBITDA below 1.25x on a sustained basis;

   -- Mid-cycle debt/PD of $6.00-$6.50/boe and/or debt/flowing
      barrel below $15,000 on a sustained basis;

   -- Favorable oil & gas services outlook and heightened rig
      utilization and day rates signaling an improvement in asset
      quality and mix.

Future positive rating actions are unlikely without a material
increase to the company's reserve base and production profile, in
conjunction with strong leverage metrics.  Fitch does not
anticipate E&P operations to grow sufficiently over the near term
to help facilitate a positive rating action given the current weak
pricing environment.

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

   -- Mid-cycle debt/EBITDA above 1.75x-2.0x on a sustained basis;

   -- Mid-cycle debt/PD of $7.00-$7.50/boe and/or debt/flowing
      barrel approaching $20,000 on a sustained basis;

   -- A persistently weak oil & gas pricing environment without a
      corresponding reduction to capex;

   -- Prolonged period of weak rig dayrates and/or depressed
      activity levels that suggest a unfavorable oil & gas
      services outlook and asset quality and mix;

   -- Acquisitions and/or shareholder-friendly actions
      inconsistent with the expected cash flow and leverage
      profile.

Future negative rating actions remain a possibility and will be
closely linked to the company's ability to retain financial
flexibility through the downcycle.  Fitch understands, however,
that the company's midstream assets, if sold or dropped down into
an MLP, could generate considerable liquidity.  These types of
asset sales due to their valuation resiliency and marketability
have been executed by peers to improve financial flexibility. While
a midstream asset sale is not contemplated in the rating, Fitch
recognizes that embedded liquidity option value is present.

Fitch has affirmed these ratings and assigned Recovery Ratings as:

   -- Long-term Issuer Default Rating at 'BB';
   -- Bank revolver at 'BB/RR4';
   -- Senior subordinated notes at 'BB-/RR5'.

The Rating Outlook is Stable.



UNIVERSAL HEALTH: Settles WARN Act Claims
-----------------------------------------
Law360 reported that Universal Health Care Group Inc. asked a
bankruptcy court to approve a proposed settlement, including a $7
million priority claim, for a class action brought by former
employees of the troubled Florida-based health care company
claiming violations of the Worker Adjustment and Retraining
Notification Act.

The settlement, was reached after a March 16 mediation, between the
plaintiffs, the Chapter 11 trustee and BankUnited NA, according to
the motion filed by the trustee, Soneet R. Kapila, the report
related.

                  About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on
Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its
operations of offering Medicare plans to more than 37,000 members
to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100
million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis
S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


US CAPITAL: Duane Morris Dodges Sanctions
-----------------------------------------
Law360 reported that a Florida bankruptcy judge relieved Duane
Morris LLP from the possibility of sanctions for allegedly flubbing
a filing in the bankruptcy of a Plantation shopping mall, but not
without first reportedly delivering some harsh words about the
firm's "self-satisfied smugness."

According to Law360, citing a report in the Daily Business Review,
U.S. Bankruptcy Judge John K. Olson dismissed orders to show cause
why Duane Morris partner Kevin Vance and the firm should not be
sanctioned, but only after he verbally lashed the firm in court.

                    About US Capital Holdings

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com/-- is  
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma.

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.  The Debtor listed assets of $11,496 and liabilities of
$22,777,428.  Judge John K. Olson presides over the case.  

On Oct. 14, 2014, US Capital/Fashion Mall, LLC, filed for Chapter
7 liquidation (Bankr. S.D. Fla. Case No. 14-32819).  Judge John K.
Olson presides over the case.  

The Debtor is represented by:

      Thomas M. Messana, Esq.
      Messana P.A.
      Las Olas City Centre, Suite 1400
      401 East Las Olas Boulevard
      Fort Lauderdale, FL 33301
      Tel: (954)712-7415
      E-mail: tmessana@messana-law.com

As reported by the the Troubled Company Reporter on Oct. 16, 2014,
Brian Bandell, Senior Reporter at the South Florida Business
Journal, said US Capital listed both its assets and debts between
$10 million and $50 million each.  Business Journal added that
parent company Mapuche LLC also filed for Chapter 7 in the same
month.  Business Journal stated that Wei Chen -- the manager of
Mapuche LLC, the entity that controls the Debtor -- signed the
Chapter 7 liquidation petition on behalf of Mapuche, the Debtor
and U.S. Capital/Fashion Mall.


VENEZUELA: Gold Reserve Enters Default in ICSID Arbitration
-----------------------------------------------------------
Gold Reserve Inc. on March 30 provided an update on developments in
the proceedings instituted in the U.S. District Court for the
District of Columbia to confirm the US $740 million arbitral award
dated September 22, 2014, rendered against the Bolivarian Republic
of Venezuela.  On March 27, 2015, the Court entered a default
against Venezuela following its failure to file an appearance
within the prescribed deadlines in the proceedings instituted by
the Company.

Legal History Leading up to the Default

On November 26, 2014, the Company filed in the District Court for
the District of Columbia a petition to confirm the Award that had
been rendered by a tribunal constituted under the Additional
Facility Rules of the International Center for the Settlement of
Investment Disputes ("ICSID") of the World Bank.  Once the Award is
confirmed, it will be enforceable in the United States as a
judgment of the court.

The initial step for the proceeding was to serve Venezuela with the
petition and other related documents.  Once served, Venezuela had
60 days to respond with any arguments it believes it has against
the petition to confirm.  Since the inception of these proceedings,
Venezuela has been willfully avoiding service, refusing, among
other things, to authorize its U.S. counsel to accept service.

As a result of that refusal to accept service, on December 31,
2014, the Company initiated service in accordance with the
statutory provision of the United States Code, and the Hague
Convention on the Service Abroad of Judicial and Extrajudicial
Documents in Civil or Commercial Matters.

Receipt of the documents on January 8, 2015, was acknowledged by
letter from the Venezuelan Foreign Ministry dated January 26, 2015,
but only received by the Company's process server on
March 2, 2015.  In this letter, however, Venezuela contested the
validity of the service, raising non-meritorious and irrelevant
objections to service.  Therefore, the Company believes Venezuela
was properly served on January 8, 2015.

As a result, and at the expiry of the 60-day period following the
service of the documents, the Company, on March 26, 2015, requested
the Clerk of the District Court for the District of Columbia to
enter default against Venezuela, on the basis that, as the letter
from the Venezuelan Foreign Ministry clearly showed, the documents
had been duly received by the proper recipient of the service
process.

The Clerk agreed with the position of the Company and entered
default on March 27, 2015.  The consequence of the default being
entered against Venezuela in respect of appearance is that a
default judgment may now be entered against Venezuela upon motion
by the Company.

After close of business on March 27, 2015, the same day that the
default was entered, U.S. counsel appointed by Venezuela (the same
counsel in the ICSID arbitration) entered an appearance for the
purpose of opposing the entry of default and requesting that it be
set aside.  The Company has responded to Venezuela's opposition on
March 30, 2015, and the matter will be decided by a judge in the
near future.

The Company remains firmly committed to the enforcement and
collection of the Award, including interest and costs, in full, and
will continue to vigorously pursue all available remedies.  The
Award, now amounting to approximately US $750 million, continues to
accrue interest at the rate of Libor plus 2% per annum.

Gold Reserve's President, Doug Belanger, stated, "This is another
example of Venezuela being dilatory in its actions regarding the
payment of the Award.  The Company will continue to pursue the
collection of our Award in a systematic and methodical way until
Venezuela realizes that its needs to stop avoiding its
international obligations and pay the Award, sooner rather than
later.  The Company continues to have communications with
designated representatives from the Venezuelan government."


WINDSTREAM SERVICES: Fitch Affirms 'BB' IDR; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
Windstream Services, LLC (Windstream) -- formerly known as
Windstream Corporation -- and its subsidiaries at 'BB'.  Windstream
is a wholly-owned subsidiary of Windstream Holdings, Inc. (NASDAQ:
WIN).  The Rating Outlook is Stable.

KEY RATING DRIVERS

Revenue Mix Changes: Windstream derives more than 70% of revenue
from business services (including carrier services) and consumer
broadband services.  These revenues have growing/stable prospects.
At the same time, pressure remains on legacy voice and
regulatory-derived revenues (switched access and universal service
funding). As the legacy revenues dwindle in the mix, there will be
less pressure on revenues going forward.  The company has
positioned its business service offerings to target mid-sized
businesses.  For a pure wireline operator, Windstream's revenues
are somewhat more diversified than other wireline operators as
acquisitions have brought additional business and data services
revenue.

Near-Term Pressures: Windstream experienced a nominal 0.2% decline
in business service revenue in 2014.  Fitch has expected business
service revenue growth to offset pressures elsewhere, but business
voice service revenues continue to decline.  There is pressure in
the fiber to the tower (FTTT) business that will subside and this
arises from the migration to fiber circuits from copper circuits.
Fiber provides greater capacity to customers at a lower cost than
copper but wireless customers' capacity needs should grow longer
term generating revenue growth.  This pressure should dwindle in
2015, and there will be modest competitive pressure owing to the
five to seven year nature of contracts.

REIT Formation: Upon the formation and spin-off of Communications
Sales & Leasing, Inc. (CS&L) into a newly formed REIT, Windstream
is expected to initially reduce debt by approximately $3.4 billion.
In return, Windstream will lease from CS&L the spun-off fiber and
copper assets for an initial payment of $650 million annually.
Windstream will also reduce its dividend by 90%, with CS&L, in
turn, focusing on high dividend distributions as required by the
REIT tax election.

Leverage: Windstream's gross leverage for 2014, excluding non-cash
actuarial losses on its pension plans and other nonrecurring
charges (merger and integration charges), was 4.05x.

Due to the reduction in debt following the REIT spin-off, Fitch
expects Windstream's gross debt leverage to be in the mid 3x range
in 2015, treating the lease as an operating lease.  Total adjusted
debt to Operating EBITDAR is projected to approximate 4.9x, with
the lease being in place for part of the year, and 5.4x in 2016.
This adjusted leverage metric is above the median for other 'BB'
companies, and other telecom companies in the broader 'BB' range.
Offsetting factors to the higher lease adjusted leverage include
the reduction of outstanding senior secured and unsecured debt, and
the cash flow benefits arising from the reduction in interest
expense and common dividend.  Windstream also has a moderately less
competitive footprint than its peers.

Free Cash Flow (FCF): FCF improved in 2014 on slightly lower
capital spending and as Windstream benefited from lower cash
interest expense.  Fitch estimates 2015 post-dividend FCF will be
negative, in a range from $(200) million to $(250) million, as the
reduced dividend level is only in place for half the year, and due
to fees associated with the early extinguishment of debt and
formation of the REIT.  In 2016, FCF is expected to be in the $75
million to $100 million range.

Liquidity: At Dec. 31, 2014, $625 million (prior to letters of
credit) was available on a $1.25 billion revolving credit facility.
Year-end cash totaled $28 million.  Principal financial covenants
in Windstream's secured credit facilities require a minimum
interest coverage ratio of 2.75x and a maximum leverage ratio of
4.5x.  The dividend is limited to the sum of excess FCF and net
cash equity issuance proceeds subject to pro forma leverage of 4.5x
or less.

No Material Near-Term Maturities: There are no senior unsecured
notes maturing in 2015, with debt maturities consisting of bank
debt amortization as well as the maturity of the revolver in
December 2015.  In 2016, the term loan A3 matures.  Currently,
there is $344 million currently outstanding on the A3 tranche of
the term loan and it will be repaid prior to maturity through the
transactions related to the REIT spin-off.  Fitch expects
Windstream will extend its revolver prior to the December 2015
maturity concurrent with the REIT transaction.

KEY ASSUMPTIONS

   -- Fitch assumes the CS&L spin-off takes place in April 2015,
      and planned debt reductions take place.

   -- For 2015, Fitch assumes Windstream's revenues will register
      a slight decline, in the 1% to 2% range.  Thereafter, Fitch
      expects revenues to return to modest growth in 2017.

   -- The operating EBITDAR margin is expected to range between
      36% and 37% over the next few years.

   -- Capital spending in 2015 ranges from $825 million to $875
      million, compared with $786 million in 2014.  Cash taxes are

      expected to be approximately $20 million.

RATING SENSITIVITIES

Positive Action: A positive action could occur if:

   -- Revenues and EBITDA stabilize or demonstrate a return to
      growth on a sustained basis;

   -- Total adjusted debt/EBITDAR, which will be used as the
      primary metric, is sustainable under 4.75x.

Negative Action: A negative rating action could occur if:

   -- Competitive and business conditions are such that the
      company no longer makes progress toward revenue and EBITDA
      stability;

   -- Total adjusted debt/EBITDAR is 5.5x or higher on a
      sustained.

Fitch has taken these actions, including assigning recovery ratings
as follows.  The Rating Outlook for all ratings should remain
Stable.

Windstream Services, LLC

   -- Long-term Issuer Default Rating (IDR) at 'BB';

   -- $1.25 billion senior secured revolving credit facility due
      2015 at 'BBB-/RR1';

   -- $344 million senior secured credit facility, Tranche A3 due
      2016 at 'BBB-/RR1';

   -- $255 million senior secured credit facility, Tranche A4 due
      2017 at 'BBB-/RR1';

   -- $584 million senior secured credit facility, Tranche B5 due
      2019 at 'BBB-/RR1';

   -- $1.318 billion senior secured credit facility, Tranche B4
      due 2020 at 'BBB-/RR1'; and

   -- Senior unsecured notes at 'BB/RR4'.

Windstream Holdings of the Midwest

   -- IDR at 'BB';
   -- $100 million secured notes due 2028 at 'BB/RR4'.

PAETEC Holding Corp. (PAETEC)

   -- IDR at 'BB';
   -- $450 million senior unsecured notes due 2018 at 'BB/RR4'.



YELLOWSTONE MOUNTAIN: Founder on Hook for $56-Mil. in Back Taxes
----------------------------------------------------------------
Law360 reported that the co-founder of bankrupt private resort
Yellowstone Mountain Club LLC must pay more than $56 million in
back taxes on hundreds of millions of dollars that he allegedly
siphoned from the ski club for personal use, Montana tax officials
said.

According to the report, the Montana Department of Revenue hit
Timothy L. Blixseth with back taxes after finding that he failed to
report various pieces of pass-through income from his businesses
and investments, and misappropriated more than $270 million from
Yellowstone, a luxury development.

                     About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski    


community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


[*] Fitch: E&P Firms in Focus as US High Energy Default Rate Rises
------------------------------------------------------------------
The trailing 12-month (TTM) U.S. high yield default rates for the
exploration and production (E&P) and energy sectors will both
increase in March as oil-related bankruptcy filings take their
toll, according to Fitch Ratings.

At end-February 2015, the TTM default rate for both sectors stood
at 0.5%.  However, bankruptcy filings for Dune Energy and
Quicksilver Resources, along with American Eagle Energy's missed
payment will push the E&P default rate back toward its historic
average of 1.9%.  As a result, the broader energy sector default
rate will also increase to 1%.  Fitch expects the energy sector
default rate to remain above its historic average, as the shale
revolution has allowed the entry of many new highly levered names
over the last couple of years, prior to recent oil price plunge.

'The economics of shale are changing,' says Eric Rosenthal, Senior
Director of Leveraged Finance.  'Without a clear trajectory for oil
supplies and prices amid varying company liquidity profiles, the
energy default rate through the end of this year remains uncertain.
However, it is more likely that we will see a more broad-based
acceleration of the energy default rate in 2016-2017.'

A study of 74 high yield energy companies in Fitch's portfolio
shows that the sector's financials weakened.  Fourth quarter 2014
(4Q'14) leverage increased to 3.7x from 3.4x in the third quarter
while interest coverage shrunk to 5.1x from 5.4x.  Fitch expects
further weakening for much of the year, at least until the
anniversary of the oil price decline.  At the same time, Fitch
believes energy companies will take steps to preserve liquidity and
attempt to minimize cash drain.  In the fourth quarter, energy
companies reduced capital expenditure by 9% sequentially and 3%
year-over-year while cash balances fell 29% from 3Q'14 and 23% from
4Q'13.

Across all sectors, the TTM high yield default rate remained at
3.4% at end-February, unchanged from the month prior.  Removing
Energy Future Holdings and Caesars Entertainment Operating Co., the
default rate drops to 1.3%.



                            *********

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
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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
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

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