TCR_Public/150824.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, August 24, 2015, Vol. 19, No. 236

                            Headlines

5255 HOLDINGS: Files for Chapter 11 Bankruptcy Protection
ALCO STORES: Court Denies Application to Employ Hilco Streambank
ALLIED NEVADA: Equity Panel Withdraws Bid to Retain Peter Solomon
ALPHA NATURAL: Obtains Court Order Enforcing Automatic Stay
ALTEGRITY INC: U.S. Settles Whistleblower Suit

AMERICAN SPECTRUM: Alston & Bird Approved as Trustee's Counsel
AMERICAN SPECTRUM: Counsel Notifies Court for Change of Address
AMERICAN SPECTRUM: Dennis Connolly Terminated as Ch. 11 Trustee
AMERICAN SPECTRUM: Files List of 20 Largest Unsecured Creditors
AMERICAN SPECTRUM: Order for Relief in Involuntary Case Entered

AMERICAN SPECTRUM: Winthrop Couchot Okayed as Insolvency Counsel
AMSCO STEEL: Proposes to Sell Substantially All Assets
AMSCO STEEL: Seeks to Use Marquette's Cash Collateral
AMWINS GROUP: S&P Revises Outlook to Positive & Affirms 'B' CCR
ANAREN INC: Debt-Funded Acquisition No Impact on Moody's 'B3' CFR

ANNA'S LINENS: Court Approves Hilco/Gordon Agent Deal
ARTESYN EMBEDDED: Moody's Hikes Corporate Family Rating to B1
ATLANTIC & PACIFIC: Proposes to Sell Pharmacy Assets to Rite Aid
BAHA MAR: Files Status Report on DIP Transaction
BAHA MAR: Objects to Bids to Dismiss Ch. 11 Cases

BAHA MAR: Rosewood Hotels Wants to Terminate License
BIRMINGHAM COAL: Adeq. Protection for Use of Mineral Leases Sought
BIRMINGHAM COAL: Has Interim Approval to Pay Regions
BIRMINGHAM COAL: Reys, P3 Sue to Claim Radar Stake
BOOMERANG SYSTEMS: Aug. 27 Meeting Set to Form Creditors' Panel

BOOMERANG TUBE: Court Sets Claims Bar Dates
BOOMERANG TUBE: UST, DIP Agent Balk at Brown Rudnick Retention
BRANTLEY LAND: Court Approves Hiring of Brown Readdick as Counsel
BRANTLEY LAND: Court Okays Hiring of Schell & Hogan as Accountant
BRUSH CREEK: Stay Lifted for HOA to Foreclose on Property

BTB CORPORATION: Hires Albert Tamarez Vasquez as Accountant
BULK PETROLEUM: 7th Circ. Requires KDOR to Pay $775K Tax Refund
BULLIONDIRECT INC: U.S. Trustee Forms Three-Member Committee
CAESARS ENTERTAINMENT: Junior Creditors Seek Stake in Parent Co.
CAL DIVE: Bidding Procedures for Sea Horizon Approved

CHALIFOUX BUSINESS: Case Summary & 2 Top Unsecured Creditors
CHALIFOUX BUSINESS: Files for Chapter 11 Bankruptcy Protection
CHARLOTTE RUSSE: Moody's Confirms B2 Corporate Family Rating
CORINTHIAN COLLEGES: Cash Use Termination Date Extended to Aug. 28
CROSS ISLAND: Sale Deed with Block 12982 Null, Court Rules

DUANE ROWETT: District Ct. Takes Over Tift Criminal Contempt Suit
ENERGY FUTURE: DTC Appeals Denial of Stay-Applicability Motion
EQUIPMENT ACQUISITION: Brandt, Charter Summary Judgment Bids Denied
EXCEL TRUST: Moody's Cuts Senior Unsecured Rating to Ba2
EXPERIENT CORP: Court Confirms Second Amended Plan

FAMILY CHRISTIAN: Sale of Assets to FCS Acquisition for $55M OK'd
FARA SAN MARTINO: Case Summary & 5 Largest Unsecured Creditors
FITNESS INT'L: S&P Revises Outlook to Positive & Affirms 'B' CCR
FRAC SPECIALISTS: Court Approves Dykema Cox as Committee Counsel
FRED FULLER: Agrees to $25K Purchase Price of 3 Vehicles

GORDON PROPERTIES: Seeks Transfer of $1.5-Mil. in Sale Proceeds
GULFMARK OFFSHORE: Moody's Cuts Corporate Family Rating to B3
GULFPORT ENERGY: S&P Hikes Corp Credit Rating to B+, Outlook Stable
HERCULES OFFSHORE: Chapter 11 Cases Jointly Administered
HERCULES OFFSHORE: Court Okays Prime Clerk as Claims Agent

HMK MATTRESS: S&P Raises Corp Credit Rating to 'B', Outlook Stable
HOLIDAY MARINAS: Vessels Must Be Removed From Marina by Nov. 30
INTERFACE INC: S&P Affirms Then Withdraws 'BB+' CCR
LA HABRA RDA SUCCESSOR: Moody's Hikes 2000 TABs Ratings From Ba1
LE CENTER, MN: Moody's Hikes Gen. Obligation Debt Rating to Ba2

LEE STEEL: Court Aprroves Ford Branded Vehicles Sale
LEE STEEL: Court Aprroves Herr Voss Strand Extensioner Sale
LEE STEEL: Has Court OK to Sell Wyoming Facility to Union Partners
LEE STEEL: Sells Romulus Facility to Hilco for $14.0-Mil.
LENNAR CORP: Fitch Affirms BB+ Issuer Default Rating, Outlook Pos.

LOCAL CORP: Files Schedules of Assets and Liabilities
LOCAL CORP: Files Schedules of Assets and Liabilities
LTAC HOSPITAL WASHINGTON: Case Summary & 20 Top Unsec Creditors
LUCA INTERNATIONAL: Subject to Pending SEC Enforcement Suit
M&W HOLDINGS: Macomb Music Theatre to be Auctioned on Sept. 4

MAGNESIUM CORP: Judge Upholds Jury Findings vs. Rennet, Renco Group
MICHAEL WHITE: Ch. 7 Conversion Order Affirmed
MILLER AUTOMOTIVE: Panel Affirms Denial of Needler Fee Request
NIRVANA INC: Judge Davis Overrules Objections to Sale Process
NORANDA ALUMINUM: Moody's Cuts Corporate Family Rating to 'Caa1'

NORTEK INC: In Talks with United Technologies on Acquisition
OLDKNOW FAMILY: Voluntary Chapter 11 Case Summary
ORLANDO GATEWAY: Court Ends Nilhan's Exclusive Period to File Plan
ORLANDO GATEWAY: Gets Court Approval to Hire Soifer as CRO
ORLANDO GATEWAY: Nilhan May Use Cash Collateral Thru Aug. 31

ORLANDO GATEWAY: Nilhan Survives Both Dismissal, Conversion Bid
PARKVIEW ADVENTIST: Court Approves Marcus Clegg as Counsel
PARKVIEW ADVENTIST: Court Okays Sale to Mid Coast
PASSAIC HEALTHCARE: PMC Wants Interest Attached to Sale Proceeds
PATRIOT COAL: Court Approves Kutak Rock as Bankruptcy Co-Counsel

PATRIOT COAL: Morrison & Foerster OK'd as Committee's Lead Counsel
PATRIOT COAL: Stahl Cowen Okayed as Counsel for Retiree Committee
PENN HILLS: Moody's Gives B3 Underlying Rating to 2015 GO Bonds
PETERSBURG REGENCY: Creditors Seek to Dismiss Ch. 11
PICACHO HILLS: Settlement With Former Bankruptcy Counsel Approved

PROTOM INTERNATIONAL: Has Final OK to Obtain $1.8MM in DIP Loan
PROTOM INTERNATIONAL: Michaelson Capital Wins Auction
RECYCLE SOLUTIONS: Novacopy Seeks to Repossess Copy Machine
RENAULT WINERY: Proposes Sept. 22 Auction for Assets
REPUBLIC AIRWAYS: Seeks to Avoid Bankruptcy with New Pilot Contract

RESIDENTIAL CAPITAL: Ocwen Cannot Recover Added Losses, Court Rules
RESIDENTIAL CAPITAL: Pichardo Claim Objection Partially Sustained
RIVERCREST COMMUNITY: S&P Raises Rating on 2007 Bonds From BB
SAINT MICHAEL'S MEDICAL: Seeks to Reject Columbus, St. James Leases
SALADWORKS INC: Withdraws Bid to Hold Mixed Greens in Contempt

SALADWORKS LLC: Creditors Object to Exclusivity Extension Bid
SANDRIDGE ENERGY: S&P Raises CCR to 'CCC+', Outlook Negative
SNOWFLAKE COMMUNITY: Stock Sale on Hold Until Ownership Determined
SOLAR MILLENIUM: Order Quashing Service of Summons to Kuhn Affirmed
SPECTRUM ANALYTICAL: Court to Consider Auction Results Aug. 25

SYNOVUS FINANCIAL: Moody's Withdraws (P)Ba2 Sr. Unsec. Debt Rating
SYNOVUS FINANCIAL: S&P Raises ICR to 'BB+', Outlook Positive
TRIBUNE CO: Law Debenture, Deutsche Bank Want $30M Disgorgement
UNIFIED 2020: Case Converted to Chapter 7 Liquidation
WALNUT CREEK RDA SUCCESSOR: Moody's Hikes TABs Ratings From Ba3

WBH ENERGY: Announces Castlelake as Successful Bidder
YMCA MILWAUKEE: Grace Hmong Might Acquire Former South Shore YMCA
[^] BOND PRICING: For the Week from August 17 to 21, 2015

                            *********

5255 HOLDINGS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
5255 Holdings, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-24772) on Aug. 15, 2015, estimating
its assets and liabilities at between $1 million and $10 million.
The petition was signed by Ricardo Arias, director.

Brian Bandell at South Florida Business Journal relates that the
Company's bankruptcy filing stayed an Aug. 17 foreclosure auction
of the Company's Miami Gardens warehouse.  The report states that
U.S. Bank, representing a securitized commercial mortgage trust,
won a $3.7 million foreclosure judgment based on a $2.96 million
mortgage.

Michael Marcer, Esq., at Marrero, Chamizo, Marcer Law L.P. serves
as the Company's bankruptcy counsel.

5255 Holdings, Inc., is headquartered in Fort Lauderdale, Florida.


ALCO STORES: Court Denies Application to Employ Hilco Streambank
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied, without prejudice to re-filing, ALCO Stores, Inc.'s motion
to employ Hilco IP Services, LLC dba Hilco Streambank, as
intellectual property disposition agent, nunc pro tunc to Oct. 24,
2014.

The Court, after review of the file, found that on Oct. 24, 2014,
the Debtor filed a application to employ Hilco.  The Court also
found that insufficient action has been taken to obtain the relief
sought.

As reported in the Troubled Company Reporter on Nov. 6, 2014, the
Debtor tapped Hilco Streambank to market and sell, assign, license,
or otherwise dispose of the Debtors' Intellectual Property by:

   (a) collecting and securing all available information and data
       concerning the Intellectual Property;

   (b) preparing marketing materials designed to inform potential
       purchasers of the availability of the Intellectual
       Property for sale, assignment, license, or other
       disposition;

   (c) developing and executing a sales and marketing program
       designed to elicit proposals to acquire the Intellectual
       Property from qualified acquirers with a view toward
       completing one or more sales, assignments, licenses, or
       other disposition of the Intellectual Property following an
       Auction or Auctions under section 363 of the Bankruptcy
       Code; and

   (d) assisting the Debtors in connection with the conduct of the
       auction and the transfer of the Intellectual Property to
       the acquirers who offer the highest or otherwise best
       consideration for the Intellectual Property.

                         About ALCO Stores

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

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

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

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

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

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

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

The Debtors are slated to seek confirmation of their plan of
liquidation on June 2, 2015 at 9:30 a.m.  Judge Stacey G.
Jernigan on April 14 entered an order approving the disclosure
statement explaining the Debtors' First Amended Plan of
Liquidation.  On April 7, 2015, the Debtors filed their First
Amended Plan of Liquidation which provides that holders of secured
claims will recover 100%, holders of general unsecured claims will
recover 1% to 15%, and holders of equity interests won't receive
anything.  

The official committee of unsecured creditors tapped Cooley LLP as
bankruptcy counsel; the Law Office of Judith W. Ross serves as
local counsel; and Glassratner Advisory & Capital Group as
financial advisor.



ALLIED NEVADA: Equity Panel Withdraws Bid to Retain Peter Solomon
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Allied Nevada
God Corp., et al., has withdrawn its application for an order to
retain Peter J. Solomon Company as its financial advisor.  The
Equity Committee had tapped the firm to, among other things, advise
and assist the Equity Committee in assessing the operating and
financial performance of, and strategies for the Debtors.  It
proposed that the firm receive a monthly fee $125,000 advisor fee
for six months, and a completion fee of $2,000,000.

                       About Allied Nevada

Allied Nevada Gold Corp. (OTCMKTS: ANVGQ), a Delaware corporation,
is a U.S.-based gold and silver producer engaged in mining,
developing and exploring properties in the State of Nevada.  ANV
was spun off from Vista Gold Corp. in 2006 and began operations in
May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-10503).  The cases
are assigned to Judge Mary F. Walrath.

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

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

The U.S. Trustee appointed three creditors of the company to serve
on the official committee of unsecured creditors.  The Committee
retained Arent Fox LLP as co-counsel, and Polsinelli PC as
conflicts counsel.  It hired Zolfo Cooper, LLC as bankruptcy
consultant and financial advisors, and Upshot Services LLC as
information agent.

The U.S. Trustee also named an Official Committee of Equity
Security Holders.  The Equity Committee is represented by Cole
Schotz P.C.'s Patrick J. Reilley, Esq., and Nicolas J. Brannick,
Esq.; and LeClairRyan's Janice B. Grubin, Esq., Gregory J.
Mascitti, Esq., Richard A. McGuirk, Esq., and Michael J.
Crosnicker, Esq.  The Equity Committee has hired Navigant
Consulting, Inc. as financial advisor; and Runge, Inc. dba
RungePincockMinarco as technical mining expert.

                       *     *     *

Allied Nevada Gold Corp., et al.'s joint plan of reorganization
incorporates the terms of the prepetition plan support agreement
reached by the Debtors with holders of at least 67% of the
aggregate outstanding principal amount of the Notes and 100% of the
Holders of Secured ABL Claims and Secured Swap Claims.

Pursuant to the plan support agreement, each Holder of an Allowed
Secured ABL Claim will receive (i) its Pro Rata share of the
Secured ABL/Swap Cash Payments not made prior to the Effective Date
and (ii) an amount of New First Lien Term Loans in an aggregate
principal amount equal to (A) the amount of allowed claims pursuant
to Section 2.7(b) of the Plan minus (B) the amount paid in cash in
respect of the Secured ABL Claims pursuant to clause (i) of Section
2.7(c) of the Plan.  In addition, for the avoidance of doubt, any
unpaid amounts owed to the holders of Secured ABL Claims pursuant
to Section 11 of the DIP Facility Order will be due and payable in
cash on the Effective Date.

A full-text copy of the Disclosure Statement dated April 24, 2015,
is available at http://bankrupt.com/misc/ALLIEDds0424.pdf

A hearing was scheduled before Judge Walrath on Aug. 20, 2015 to
consider approval of the disclosure statement explaining the Plan.



ALPHA NATURAL: Obtains Court Order Enforcing Automatic Stay
-----------------------------------------------------------
A federal judge granted Alpha Natural Resources Inc.'s bid to
enforce the so-called automatic stay to protect assets of the
company and its affiliated debtors.

The order, issued by U.S. Bankruptcy Judge Kevin Huennekens in the
Eastern District of Virginia, enjoins creditors from taking or
continuing any action against the companies or their properties.
The court order also restrains anyone from terminating or modifying
his contracts with the companies as a result of their bankruptcy
filing.

                      About Alpha Natural

Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,  
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.  

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.  The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the case.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel.  Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.


ALTEGRITY INC: U.S. Settles Whistleblower Suit
----------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that the federal government has reached a settlement worth at least
$30 million with Altegrity Inc., the parent of an employment
screening business that had been accused of fraud in a
whistleblower lawsuit.

According to the report, the U.S. Justice Department said on Aug.
19 that Altegrity and its subsidiary U.S. Investigations Services
Inc., or USIS, have agreed to a deal resolving claims that USIS
raked in tens of millions of taxpayer dollars while failing to
conduct quality reviews of completed background checks.  The
government claimed USIS committed fraud through a practice USIS
employees referred to internally as "dumping" or "flushing"
unfinished investigations, the report related.

                     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 Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services.  Land Line relates that USIS lost key federal background
check contracts.

The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors.  The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as
lead counsel, and Bayard, P.A., as Delaware co-counsel.

                           *     *     *

Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on May 15, 2015, approved the disclosure
statement explaining Altegrity, Inc., et al.'s Joint Chapter 11
Plan.  A hearing to confirm the Plan was scheduled for July 1,
2015.

As reported in the April 1, 2015 edition of the Troubled Company
Reporter, the Debtors filed 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.

A full-text copy of the Disclosure Statement dated May 16, 2015,
is available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf  

Judge Silverstein on Aug. 14, 2015, issued findings of fact,
conclusions of law, and order confirming Altegrity, Inc., et al.'s
Joint Plan of Reorganization.


AMERICAN SPECTRUM: Alston & Bird Approved as Trustee's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Dennis J. Connolly, the Chapter 11 trustee for the
estate of American Spectrum Realty Inc., to employ Alston & Bird
LLP as his general bankruptcy counsel at the expense of the estate,
effective April 21, 2015.

A&B is expected to, among other things:

   a. assist the trustee in consultations, negotiations and all
other dealings with creditors and other parties-in-interest
concerning the administration of the case;

   b. prepare pleadings, conducting investigations and making court
appearances incidental to the administration of the Debtor's
estate; and

   c. advise the trustee of his rights, duties and obligations
under the Bankruptcy Code, Bankruptcy Rules, Local Rules and Orders
of the Court.

The hourly rates of A&B's personnel are:

         Billing Category                            Range
         ----------------                            -----
      Partners and Senior Counsel                 $685 - $995
      Associates                                  $425 - $725
      Paralegals                                  $245 - $335

The A&B attorneys anticipated to work on this matter are senior
counsel Diane Stanfield, whose rate is $795 per hour, partner Leib
Lerner, whose rate is $685 per hour, and associate Lorraine Sarles,
whose rate is $545 per hour.  A&B also anticipates utilizing
bankruptcy paralegal Melanie Mizrahie, whose rate is $245 per
hour.

To the best of the Trustee's knowledge, A&B does not hold any
disqualifying interest to the Debtor, its directors, any creditors
or any other parties-in-interest in matters upon which the law firm
is to be engaged by the trustee.

According to the Debtor's case docket, the meeting of creditors was
scheduled for June 5, 2015

The firm can be reached at:

         Diane C. Stanfield, Esq.
         Leib M. Lerner, Esq.
         Lorraine Sarles, Esq.
         ALSTON & BIRD LLP
         333 South Hope Street, 16th Floor
         Los Angeles, CA 90071-3004
         Tel: (213) 576-1000
         Fax: (213) 576-1100
         E-mail: diane.stanfield@alston.com
                 leib.lerner@alston.com
                 lorraine.sarles@alston.com

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

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

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

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

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

American Spectrum disclosed assets of $6,381,000 to $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.



AMERICAN SPECTRUM: Counsel Notifies Court for Change of Address
---------------------------------------------------------------
Robert E. Opera, Esq., and Peter W. Lianides, Esq., at Winthrop
Couchot P.C., counsel for American Spectrum Realty, Inc., notified
the U.S. Bankruptcy Court for the Central District of California
that effective immediately, the Debtor's address has changed as:

         American Spectrum Realty, Inc.
         12000 Westheimer Rd., No. 230
         Houston, TX 77077

The Debtor's mailing address is:

         J. Michael Issa, CRO
         GlassRatner Advisory & Capital Group
         19800 MacArthur Blvd # 820
         Irvine, CA 92612

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

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

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

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

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

American Spectrum disclosed assets of $6,381,000 - $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.


AMERICAN SPECTRUM: Dennis Connolly Terminated as Ch. 11 Trustee
---------------------------------------------------------------
The Hon. Scott C. Clarkson of the Bankruptcy Court for the Central
District of California entered an order approving a stipulation
between American Spectrum Realty, Inc., and the creditors who
signed the involuntary Chapter 11 petition.  At the behest of the
parties, the Court ordered the termination of the appointment of
Dennis Connolly as the interim Chapter 11 trustee in the case.

The Court also ordered that the Trustee and his professionals will
be awarded administrative claims equal to their reasonable fees and
expenses incurred in the case subject to a regularly noticed motion
and court approval.

Petitioning Creditors, consisting of D&A Daily Mortgage Fund III,
L.P.; D&A Semi-Annual MortgageFund III, L.P.; and D&A
Intermediate-Term Mortgage Fund III, L.P., in their motion, stated
that parties had agreed:

   1. to notice and hold a special meeting of the Series B
shareholders to appoint five additional members of ASR's board of
directors;

   2. to have J. Michael Issa serve as ASR's chief restructuring
officer with full authority of a CEO;

   3. that the order for relief will be entered in the case, and
that the voluntary bankruptcy case filed by ASR will be dismissed;
and

   4. that ASR will timely comply with all U.S. Trustee reporting
requirements and file its bankruptcy schedules, statement of
financial affairs and other required documents.

The Court's concerns about ASR's failure to comply with the Court's
scheduling order and other deadlines are resolved by the
stipulation as well.

Peter C. Anderson, the U.S. Trustee for Region 16, objected to the
motion, stating that by filing the motion, the Dunham Parties and
the Debtor sought to displace an independent fiduciary in
furtherance of their self-serving agendas.

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

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

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

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

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

American Spectrum disclosed assets of $6,381,000 - $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.



AMERICAN SPECTRUM: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
American Spectrum Realty Inc., filed with the U.S. Bankruptcy Court
for the Central District of California list of creditors holding 20
largest unsecured claim, disclosing:

   Name of Creditor                Nature of Claim     Amount of   

   ----------------                ----------------      Claim
                                                       ---------
Allen Keller Leck Gamble Mallory                        $837,164
515 South Figueroa St.. 7th Fl
Los Angeles, CA 90071-3398

Faubus Keller L.L.P.                                    $500,000
1001 Texas Avenue, 11th Fl
Houston, TX 77002

CIGNA HealthCare                                        $242,551

First Insurance Funding                                 $102,395
Corporation

Gainer Donnelly & Desroches                             $101,452

Polsinelli Shughart PC                                   $91,189

EEPB, P.C.                                               $55,500

Thompson & Knight LLP                                    $55,007

Tracy Thompson                                           $55,000

Carr, Riggs & Ingram, LLC                                $53,896

Donovan & Watkins, LP                                    $45,453

Stacey F. Speier                                         $37,000

Jerry Love CPA, LLC                                      $31,117

Bammelbelt, LP                                           $30,130

American Express                                         $28,437

Moody Law Group, PLLC                                    $24,375

Thompson Coe Cousins & Irons LLP                         $23,315

Luce Forward                                             $19,581

CoStar Realty Information, Inc.                          $15,654

Quest Personnel Resources                                $13,254

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

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

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

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

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

American Spectrum disclosed assets of $6,381,000 - $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.


AMERICAN SPECTRUM: Order for Relief in Involuntary Case Entered
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted an order for relief in the involuntary bankruptcy case
filed against American Spectrum Realty, Inc.

The Court entered the order, in relation to the motion of the
creditors who signed the Chapter 11 petition ("Petitioning
Creditors:) for an order: (1) approving stipulation between
Petitioning Creditors and Debtor; and (2) setting aside the order
appointing chapter 11 trustee, or in the alternative, terminating
the chapter 11 trustee.

As reported in the Feb. 18, 2015 edition of the TCR, creditors D&A
Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III,
L.P., and D&A Intermediate-Term Mortgage Fund III, L.P., filed an
involuntary petition and immediately asked the Court to order the
appointment of an interim Chapter 11 trustee to take over
management of the company.

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

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

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

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

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

American Spectrum disclosed assets of $6,381,000 - $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.



AMERICAN SPECTRUM: Winthrop Couchot Okayed as Insolvency Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized American Spectrum Realty, Inc., to employ Winthrop
Couchot Professional Corporation as its general insolvency counsel
effective as of May 1, 2015.

Winthrop Couchot is expected to, among other things:

   1. advise and assist the Debtor with respect to compliance with
the requirements of the Office of the U.S. Trustee;

   2. advise the Debtor regarding matters of the bankruptcy law,
including the right and remedies of ASR in regard to its assets and
to the claims of its creditors; and

   3. file any motions, applications or other pleadings appropriate
to effectuate the reorganization of the Debtor.

The firm received from non-debtor entities affiliated with ASR
payments in the aggregate amount of $52,000 to pay the firm for
services that the firm would render, and for the costs that the
firm would incur in connection with the firm's representation of
ASR during the period.

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

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

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

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

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

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

American Spectrum disclosed assets of $6,381,000 - $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.


AMSCO STEEL: Proposes to Sell Substantially All Assets
------------------------------------------------------
AMSCO Steel Company, L.L.C., and Pyndus Steel & Aluminum Co., Inc.,
seek authority from the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, to sell substantially all
of their assets, free and clear of all liens, claims, encumbrances
and other interests.

The Debtors relate that they are currently in the process of
finalizing an Asset Purchase Agreement with a third party to act as
a stalking horse bidder for the purchase of substantially all their
assets.  They further relate that they are also in the process of
finalizing proposed bid and auction procedures in connection with
the sale.  The Debtors tell the Court that once the APA and the bid
procedures are completed, they will amend their motion to set forth
the proposed bid and the procedures and terms of the stalking horse
bid.

AMSCO Steel Company, L.L.C. and Pyndus Steel & Aluminum Co., Inc.
are represented by:

          J. Robert Forshey, Esq.
          Matthew G. Maben, Esq.
          FORSHEY & PROSTOK LLP
          777 Main St., Suite 1290
          Ft. Worth, TX 76102
          Telephone: (817)877-8855
          Facsimile: (817)877-4151
          Email: forshey@forsheyprostok.com
                 mmaben@forsheyprostok.com

AMSCO Steel Company, LLC, and Pyndus Steel & Aluminum Co., Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on Aug.
10, 2015 (Bankr. N.D. Tex., Case No. 15-43240).  The Debtors are
suppliers and processors of steel products for a wide variety of
customers throughout the United States and Mexico.  The case is
assigned to Judge Russell F. Nelms.

The Debtors' counsel are J. Robert Forshey, Esq., and Matthew G.
Maben, Esq., at Forshey & Prostok, LLP, in Forth Worth, Texas.


AMSCO STEEL: Seeks to Use Marquette's Cash Collateral
-----------------------------------------------------
AMSCO Steel Company, L.L.C., and Pyndus Steel & Aluminum Co., Inc.,
are asking the U.S. Bankruptcy Court for the Northern District of
Texas to enter interim and final orders authorizing their use of
the cash collateral of prepetition lender Marquette Business Credit
SPE I, L.L.C.

The Debtors are indebted to Marquette pursuant to a loan evidenced
by a promissory note in the original principal amount of $6
million.  The original maturity date of the loan was Dec. 5, 2016,
but was accelerated to July 27, 2015 under a forbearance agreement.
The Debtors allegedly granted Marquette a security interest in and
lien on all assets of the Debtors.  As of the Petition Date, the
outstanding aggregate principal amount allegedly owed on the Note
was approximately $775,000.

The Debtors propose to use cash, including cash collateral, for
expenditures outlined in the proposed budget.  The Debtors request
that Marquette be ordered to immediately make available to the
Debtors all existing funds constituting customer payments or other
revenue from the Debtors' operations under the control of
Marquette.

The Debtors propose to grant Marquette adequate protection in the
form of (i) replacement liens, (ii) beginning Sept. 1, 2015,
monthly adequate protection payments in an amount equal to the
monthly interest payment that absent the acceleration of the
indebtedness would be due on the unpaid balance of the note, and
(iii) insurance on Marquette's collateral.

The Debtors said in the court filing that they are unaware at this
time whether or not some or all of the loan documents were, in
fact, ever executed.  Counsel for the Debtors previously made
requests to counsel for Marquette for fully executed copies of all
loan documents but Marquette has not heeded to the request.  The
Debtors accordingly ask the Court to order Marquette to produce
fully executed copies of any and all loan documents.

                         Bankruptcy Filing

As a result of the economic downturn, beginning in 2009 the Debtors
began experiencing liquidity issues.  The Debtors were able to
stabilize operations, but continued to experience liquidity issues.
The Debtors defaulted on certain obligations allegedly owing to
their lender Marquette Business Credit SPE I, L.L.C.  A forbearance
agreement between the Debtors and Marquette was previously entered
into, but has terminated and not been extended.

The Debtors diligently attempted to locate strategic and/or
financial lending sources and/or buyers for their businesses in
order to solve the liquidity problems.  Although the Debtors
engaged Headwaters MB prepetition as financial advisors to assist
in these efforts, which efforts continue today, the Debtors
ultimately determined that they are unable to meet their liquidity
needs to continue operating indefinitely.  The Debtors therefore
concluded the commencement of the cases and operation of their
businesses as debtors-in-possession under the protection of the
Bankruptcy Code is in the best interests of the Debtors, their
creditors and other stakeholders.

                         About AMSCO Steel

AMSCO Steel Company, L.L.C. and Pyndus Steel & Aluminum Co., Inc.,
are suppliers and processors of steel products for customers
throughout the U.S. and Mexico.  AMSCO was formed in 1952 and is
located in Fort Worth, Texas.  Pyndus is a wholly owned subsidiary
of AMSCO and operates out of a facility in San Antonio, Texas.

AMSCO and Pyndus sought Chapter 11 protection (Bankr. N.D. Tex.
Case Nos. 15-43239 and 15-43240) on Aug. 10, 2015, in Forth Worth,
Texas.   The Debtors have sought joint administration of their
Chapter 111 cases under Lead Case No. 15-43239.

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

The Debtors tapped Forshey & Prostok, LLP, as counsel.


AMWINS GROUP: S&P Revises Outlook to Positive & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its outlook
on AmWINS Group LLC (AmWINS) to positive from stable.  At the same
time, S&P affirmed all its credit and issue-level ratings,
including the 'B' long-term corporate credit rating, on AmWINS.
S&P is also revising the recovery rating on the company's
first-lien debt to '3' from '4'.  The '6' recovery rating on
AmWINS's second-lien debt is unchanged.

"The outlook revision to positive reflects our view that AmWINS's
continued strong earnings fundamentals and reduced private-equity
ownership will result in an improving and less-volatile overall
credit profile relative to peers'," said Standard & Poor's credit
analyst Neal Freedman.  In addition, the senior secured recovery
rating revision to '3' from '4' reflects a significantly improved
enterprise valuation in S&P's simulated default scenario due to the
company's substantial earnings growth.

S&P believes AmWINS's credit profile benefits not only from
continued earnings momentum but also from the change in ownership
structure that occurred this year.  In April 2015, Public Sector
Pension Investment Board (PSP) became one-third owner of AmWINS
with the remaining two-thirds split equally between New Mountain
Capital LLC (a private equity firm) and the company's management.
PSP is a Canadian pension investment manager with a longer
investment time horizon than private equity firms.  Although S&P
views AmWINS's leverage as already more conservative than peers',
the ownership change gives S&P additional comfort that the
company's credit metrics will remain at these more-conservative
levels due to a less-aggressive financial policy.  Specifically,
although additional debt financing remains a possibility as the
company continues to execute its growth strategies, S&P expects
financial policy to dictate that the company's debt-to-EBITDA ratio
remains within the 4x-6x range during the next several years,
resulting in a financial risk profile consistently varying between
the highly leveraged and aggressive categories.

The positive outlook reflects S&P's expectations that AmWINS's
continued strong earnings fundamentals and reduced private-equity
ownership will result in an improving and less-volatile overall
credit profile than peers'.  For 2015, S&P expects revenues growth
in the mid to high single-digits, with margins remaining steady at
29%-30% and a debt-to-EBITDA ratio of 5.0x–5.5x.  S&P also
expects the business position to remain on the higher end of the
fair category, and the company to maintain its dominant position as
the largest U.S. wholesale broker.

S&P could affirm the current ratings if AmWINS's earnings or debt
levels were to result in a debt-to-EBITDA ratio consistently above
6x.  This could occur if the company's earnings were to decline as
a result of negative growth or compressed margins or if the company
were to adopt a more-aggressive financial policy.

S&P could raise the credit and issue-level ratings by one notch
within the next 12 months if AmWINS continues its earnings growth
while maintaining financial leverage at least at the lower end of
highly leveraged.  This would likely occur through revenue growth
(about 7% in the first half of 2015 compared with the prior
period), stable margins (29%-30% on an EBITDA basis), and a
less-aggressive financial policy.



ANAREN INC: Debt-Funded Acquisition No Impact on Moody's 'B3' CFR
-----------------------------------------------------------------
Moody's Investors Service said Anaren, Inc.'s ratings -- B3
Corporate Family, B2 1st Lien debt, and Caa2 2nd Lien debt -- are
not affected by the increase in the Senior Secured First Lien Term
Loan to fund the acquisition of a manufacturer of radio frequency
and microwave power transistors and amplifiers, though it is credit
positive due to the anticipated deleveraging impact owing to the
modest purchase multiple.

Anaren, Inc., based in East Syracuse, New York, develops and
manufactures microelectronics and microwave components and
subsystems for wireless communications systems and space and
defense electronics markets. These components and subsystems are
used in various electronic systems, including wireless
telecommunications infrastructure and military radar applications.



ANNA'S LINENS: Court Approves Hilco/Gordon Agent Deal
-----------------------------------------------------
Judge Theodor C. Albert entered an order allowing Anna's Linens,
Inc., to assume a prepetition agency agreement with Hilco Merchant
Resources, LLC and Gordon Brothers Retail Partners, LLC, to lead a
"going out of business sale" of its assets.  

The assets to be sold include the Debtor' Merchandise, Owned
Furniture, Fixtures and Equipment (FF&E), and Additional Agent
Merchandise.

The Bankruptcy Court further:

  -- approved certain sale guidelines;

  -- authorized the Debtor to abandon at the applicable Stores any

     unsold Owned FF&E that is not sold through the Sale; and

  -- approved lease rejection procedures with respect to the
     stores the Debtor elect to close and the form of the proposed

     notice of rejection to be delivered to the landlords of the
     Closing Stores.

During the sale term, the Agent will be granted a limited royalty
free license and right to use the trademarks, trade names, logos,
customer lists, websites, URL, social media, mailing lists and
email lists relating to and used in connection with the operation
of the Stores, solely for the purpose of advertising the Sale.

As reported in The Troubled Company Reporter on July 15, 2015, the
Hilco/Gordon joint venture emerged as the winning bidder at an
auction held in June for the right to liquidate Anna's Linens'
assets, beating out the stalking horse bidder Tiger Capital Group
LLC and Yellen Partners LLC.

At the time the Court entered the Hilco/Gordon agent deal approval,
it postponed ruling on the Debtor's proposal to pay Tiger/Yellen a
breakup fee of $650,000, plus expense reimbursement of up to
$350,000.  The Debtor also proposed to pay a $250,000 break-up fee
to Great American Group, LLC.

Anna's Linens, Inc. is represented by:

          David B. Golubchik, Esq.
          Eve H. Karasik, Esq.
          Juliet Y. OH, Esq.
          John-Patrick M. Fritz, Esq.
          LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
          10250 Constellation Boulevard, Suite 1700
          Los Angeles, California 90067
          Telephone: (310)229-1234
          Facsimile: (310)229-1244
          Email: DBG@LNBYB.COM
                 EHK@LNBYB.COM
                 JYO@LNBYB.COM
                 JPF@LNBYB.COM

           Creditors Committee Reacts to Break-Up Fees

The Official Committee of Unsecured Creditors of Anna's Linens,
Inc. opposed the Debtor's request for break-up fees.

Counsel to the Committee, Jeffrey N. Pomerantz, Esq. at Pachulski
Stang Ziehl & Jones LLP in Los Angeles, California, asserts that
the Break-Up Fees were granted and earned in connection with a
bidding process and auction that was by design conducted outside of
bankruptcy, where it was not subject to Bankruptcy Code
requirements, judicial oversight or input from unsecured creditors.


Mr. Pomerantz further asserts that there is no foundation for
either of the Break-Up Fees: neither was reasonable or necessary to
induce bidding, for reasons the Debtor knew but did not disclose.
He says the Tiger/Yellen Break-Up Fee and the $200,000 already paid
may be subject to avoidance and recovery as a fraudulent transfer.


The Committee asks the Court to determine that the Break-up Fees
may be allowed, if at all, only as prepetition claims, and further
urges the Court to clarify that any order on the Motion will have
no effect on the perfection or lack of perfection of any liens
securing payment of the Break-Up Fees.

The Official Committee of Unsecured Creditors is represented by:

          Jeffrey N. Pomerantz, Esq.
          Ira D. Kharasch, Esq.
          Harry D. Hochman, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          10100 Santa Monica Blvd., Suite 1300
          Los Angeles, CA 90067-4114
          Telephone: (310)277-6910
          Facsimile: (310)201-0760
          Email: jpomerantz@pszjlaw.com
                 ikharasch@pszjlaw.com
                 hhochman@pszjlaw.com

                      About Anna's Linens

Anna's Linens is a specialty retailer offering home textiles,
furnishings and decor at attractive prices.  Headquartered in
Costa Mesa, California, operates a chain of 268 company owned
retail stores throughout 19 states in the United States (including
Puerto Rico and Washington, D.C.) generates over $300 million in
annual revenue and employs a workforce of over 2,500 associates.

Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 15-13008) in Santa Ana, California, on June 14,
2015.

The case is assigned to Judge Theodor Albert.  The Debtor tapped
Levene, Neale, Bender, Yoo & Brill LLP as counsel.  The Debtor
estimated assets of $50 million to $100 million and debt of $100
million to $500 million.

The U.S. trustee overseeing the Chapter 11 case of Anna's Linens
Inc. appointed seven creditors to serve on the official committee
of unsecured creditors.


ARTESYN EMBEDDED: Moody's Hikes Corporate Family Rating to B1
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Artesyn Embedded
Technologies, Inc., including the Corporate Family Rating (CFR) to
B1 from B2 and the Probability of Default Rating to B1-PD from
B2-PD. Concurrently, Moody's upgraded the rating on the senior
secured notes due 2020 to B2 from B3. The rating outlook is
stable.

Moody's upgraded the following ratings of Artesyn Embedded
Technologies, Inc.:

Corporate Family Rating, to B1 from B2

Probability of Default Rating, to B1-PD from B2-PD

$250 million senior secured notes due 2020, to B2 (LGD5) from B3
(LGD5)

Rating Outlook is Stable

RATINGS RATIONALE

The ratings upgrade is based on Artesyn's improved earnings profile
and the resulting reduction in the company's leverage along with
expectations of modest earnings and cash flow growth over the
coming quarters driven by the company's on-going restructuring and
cost reduction efforts.

Artesyn's B1 Corporate Family rating (CFR) considers the company's
well-established position within its niche markets and its
relatively low degree of financial leverage (Moody's adjusted
debt-to-EBITDA of about 2.4x as of June 2015). Artesyn's
conservative balance sheet is a key rating consideration given the
volatile nature of the company's business. As such, any leveraging
transaction that meaningfully increased debt-to-EBITDA beyond
current levels would likely pressure the rating downwards. The
rating also favorably reflects Artesyn's technical capabilities and
well-established relationships with major technology customers
coupled with an improving cost structure following the carve-out
from Emerson Electric Company (Emerson; A2 stable) in November
2013. End markets such as consumer electronics and computing &
storage are cyclical but should support modest revenue growth over
the next 12-24 months. These considerations are tempered by
Artesyn's small size relative to many of its large multinational
customers who can exercise considerable economic heft in
negotiating terms, which leaves the company vulnerable to
significant pricing pressure while constraining margin growth.
Earnings and sales volatility driven in part by the impact of
having both captive and merchant suppliers of product that can
exacerbate volume and price competition in the merchant sector also
acts as a tempering consideration. The company's high degree of
customer concentration (largest customer estimated to be about 30%
of sales) also acts as a rating constraint.

Event risk is elevated and Moody's believes financial policies can
be aggressive given the 51% interest held by affiliates of Platinum
Equity Advisors, LLC (Platinum). Moody's anticipates that Platinum
will seek to purchase Emerson's remaining 49% interest in Artesyn
and this would likely increase leverage, although the timing and
structure of a transaction is uncertain.

Moody's expects Artesyn to maintain good liquidity over the next 12
to 15 months. As of June 2015, cash balances were $36 million and
the company has no near-term principal obligations. External
liquidity is provided by a $115 million asset-based revolver
(undrawn with $91 million available based on the borrowing base as
of June 2015) that expires in November 2018. The facility contains
a springing minimum fixed charge coverage ratio; however, we do not
expect that revolver borrowings will be meaningful enough to
trigger the covenant based on projected operating performance
absent a sizable acquisition. Moody's expects muted free cash flow
levels during fiscal 2015 with cash flow from operations likely to
approximate planned capital expenditure levels of about $27
million, although free cash flow should improve as earnings grow.

The stable rating outlook reflects expectations of modest earnings
and cash flow growth and the absence of any leveraging transactions
that might impinge on Artesyn's conservative balance sheet.

Given the relatively volatile nature of the company's business,
Moody's expects Artesyn to maintain credit metrics that are
stronger than levels typically associated with companies at the
same rating level. Improved profitability metrics while maintaining
debt-to-EBITDA below 2.0x as well as sustained levels of
FCF-to-debt in the mid-to-high single-digits could result in an
upgrade.

Ratings could be downgraded if the company experiences meaningful
deterioration in its margins or negative free cash flow or a
weakening of its liquidity profile. A debt-financed dividend or M&A
transaction that weakens Artesyn's balance sheet such that leverage
were sustained above 3.5x would also likely pressure the rating
downward.

Artesyn Embedded Technologies, Inc. designs and manufactures power
conversion, embedded computing components, and electronic consumer
solutions and technologies. A 51% interest was acquired by
affiliates of Platinum in late 2013 from Emerson, who retained the
balance of 49%. Artesyn's primary products include application
specific, customized power conversion products, chargers for
consumer applications and microprocessor based boards and systems.
These products are used across a diverse array of end-markets
including telecom, computing & storage, industrial, medical,
military, aerospace and consumer.



ATLANTIC & PACIFIC: Proposes to Sell Pharmacy Assets to Rite Aid
----------------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that Great Atlantic & Pacific Tea Co. wants fast court
approval to sell off the assets of some of its in-store pharmacies
to Rite Aid Corp. for up to $8.1 million.

According to the report, in an Aug. 20 filing with U.S. Bankruptcy
Court in White Plains, N.Y., A&P said Rite Aid has agreed to buy
inventory and customer-prescription information from pharmacies at
12 stores that are closing.

                    About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300 supermarkets, beer, wine, and liquor stores, combination food
and drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark,
Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.

The U.S. Trustee for Region 2 appointed seven creditors of The
Great Atlantic & Pacific Tea Co. to serve on the official
committee
of unsecured creditors.


BAHA MAR: Files Status Report on DIP Transaction
------------------------------------------------
Northshore Mainland Services Inc. and its debtor affiliates
notified the United States Bankruptcy Court for the District of
Delaware that they have not yet obtained approval from the Central
Bank of The Bahamas and the Bahamas Investment Authority regarding
their request to borrow up to $30 million of postpetition
financing.

The Debtors add that they were also unable to obtain entry of a
court order in the Bahamas extending the automatic stay to secured
and unsecured creditors in the Bahamas within seven days of the
Petition Date, which effectively functioned as an additional
condition precedent to funding under the DIP Facility.

Given the absence of the Bahamas Approvals and to nevertheless fund
DIP advances to the Debtors, the DIP Lender provided funding
waivers to the Debtors and agreed to certain limited modifications
to the structure of the DIP Facility to avoid the requirement of
The Bahamas Approvals.  The DIP Lender has advanced $14.936 million
in DIP Loans to the Debtors pursuant to certain promissory notes to
meet certain of the Debtors' approved and budgeted expenses.  Due
to the absence of The Bahamas Approvals, under the modified
structure, the advances made to Northshore are currently the
obligations of Northshore alone and are secured only by the assets
of Northshore located outside of The Bahamas.  The modifications to
the structure of the DIP Facility nevertheless will allow for
proceeds of the DIP Facility to be advanced by Northshore to
certain other Debtors, which obligations will be memorialized by an
intercompany promissory note, the Debtors assert.

In addition, in the event that The Bahamas Approvals are obtained,
each Debtor will be obligated to guarantee the advances under the
DIP Facility and provide a security interest in substantially all
of its assets to the DIP Lender to support the obligations.

The Debtors are represented by:

          Laura Davis Jones, Esq.
          James E. O’Neill, Esq.
          Colin R. Robinson , Esq.
          Peter J. Keane, Esq.  
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Tel: (302) 652-4100
          Fax: (302) 652-4400
          Email: ljones@pszjlaw.com
                 joneill@pszjlaw.com
                 crobinson@pszjlaw.com
                 pkeane@pszjlaw.com

             -- and --

          Paul S. Aronzon, P.C., Esq.  
          Mark Shinderman, P.C., Esq.   
          MILBANK, TWEED, HADLEY & McCLOY LLP
          601 S. Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          Tel: (213) 892-4000
          Fax: (213) 629-5063
          Email: paronzon@milbank.com
                 mshinderman@milbank.com

             -- and --

          Tyson M. Lomazow, P.C., Esq.   
          Thomas J. Matz, P.C., Esq.   
          Steven Z. Szanzer, P.C., Esq.   
          MILBANK, TWEED, HADLEY & McCLOY LLP
          28 Liberty Street
          New York, NY 10005
          Tel: (212) 530-5000
          Fax: (212) 530-5219
          Email: tlomazow@milbank.com
                 tmatz@milbank.com
                 sszanzer@milbank.com

                        About Baha Mar

Orlando, Florida-based Northshore Mainland Services Inc., Baha
Mar Enterprises Ltd., and their affiliates sought protection
under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr.
D.Del., Case No. 15-11402).  Baha Mar owns, and is in the final
stages of developing, a 3.3 million square foot resort complex
located in Cable Beach, Nassau, The Bahamas.

The case is assigned to Judge Kevin J. Carey.

The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York.  The Debtors' Delaware counselare Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.  The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien.  The Debtors' special litigation counsel is
Kobre & Kim LLP.  The Debtors' construction counsel is Glaser
Weil Fink Howard Avchen & Shapiro LLP.

The Debtors' investment banker and financial advisor is Moelis
Company LLC.  The Debtors' claims and noticing agent is Prime
Clerk LLC.


BAHA MAR: Objects to Bids to Dismiss Ch. 11 Cases
-------------------------------------------------
Northshore Mainland Services Inc. and its debtor affiliates filed
object to CCA Bahamas, Ltd., and the Export-Import Bank of China's
motions to dismiss the Chapter 11 cases.

The Debtors assert that CCA and the CEXIM seek the dismissal of the
Chapter 11 cases to further their own pecuniary interests.  The
Debtors tell the Court that, in the case of CCA, the CCA Dismissal
Motion is nothing more than an attempt to escape the possible
rejection of the Master Construction Contract, the Bankruptcy Rule
2004 investigation into their conduct, and possible affirmative
claims against them.  In the case of CEXIM Bank, the CEXIM
Dismissal Motion is an endeavor to do away with the continued
imposition of the stay that precludes it from owning the Project
free and clear by foreclosing on its security interests and
eliminating all other claims and interests, the Debtors further
assert.

The Official Committee of Unsecured Creditors joins in the Debtors'
objection and explains that the best interests of creditors and the
debtors are served by maintaining the Chapter 11 cases.
Styleworks, LLC, also supports the Debtors’s objection
incorporates all of the arguments set forth in the objections.

In response, CEXIM argued that its motion to dismiss outlines the
numerous reasons the Bahamian Debtors are unable to successfully
reorganize under chapter 11, including, among others, their
inability to adequately fund the chapter 11 cases, their inability
to compel foreign contract counterparties to continue to perform
postpetition, the inability to sell assets located in The Bahamas
pursuant to section 363 of the Bankruptcy Code, and their inability
to enforce a confirmation order and any discharge under the
Bankruptcy Code.

Stafford-Smith, Inc., joins in CCA's Motion to Dismiss, claiming
that the fact that the Bahamas Supreme Court has ruled that it will
not recognize the jurisdiction of this Court as to property and
assets in the Bahamas, makes it virtually impossible for this
Debtor to reorganize in a Chapter 11, as this Court may not be able
to aid in the administration of the Debtor’s principal assets,
including the Project, which are all located in the Bahamas.

The Debtors are represented by:

          Laura Davis Jones, Esq.
          James E. O’Neill, Esq.
          Colin R. Robinson , Esq.
          Peter J. Keane, Esq.  
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Tel: (302) 652-4100
          Fax: (302) 652-4400
          Email: ljones@pszjlaw.com
                 joneill@pszjlaw.com
                 crobinson@pszjlaw.com
                 pkeane@pszjlaw.com

             -- and --

          Paul S. Aronzon, P.C., Esq.  
          Mark Shinderman, P.C., Esq.   
          MILBANK, TWEED, HADLEY & McCLOY LLP
          601 S. Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          Tel: (213) 892-4000
          Fax: (213) 629-5063
          Email: paronzon@milbank.com
                 mshinderman@milbank.com

             -- and --

          Tyson M. Lomazow, P.C., Esq.   
          Thomas J. Matz, P.C., Esq.   
          Steven Z. Szanzer, P.C., Esq.   
          MILBANK, TWEED, HADLEY & McCLOY LLP
          28 Liberty Street
          New York, NY 10005
          Tel: (212) 530-5000
          Fax: (212) 530-5219
          Email: tlomazow@milbank.com
                 tmatz@milbank.com
                 sszanzer@milbank.com

The Official Committee of Unsecured Creditors is represented by:

          Christopher M. Samis, Esq.
          L. Katherine Good, Esq.  
          WHITEFORD, TAYLOR & PRESTON LLC
          The Renaissance Centre, Suite 500
          405 North King Street
          Wilmington, Delaware 19801
          Tel: (302) 353-4144
          Email: csamis@wtplaw.com
                  kgood@wtplaw.com

             -- and --

          Lawrence C. Gottlieb, Esq.
          Jeffrey L. Cohen, Esq.
          Richelle Kalnit, Esq.
          Jeremy Rothstein, Esq.
          COOLEY LLP
          1114 Avenue of the Americas
          New York, New York 10036
          Tel: (212) 479-6000
          Email: lgottlieb@cooley.com
                 jcohen@cooley.com
                 rkalnit@cooley.com
                 jrothstein@cooley.com

Styleworks, LLC is represented by:  

          William D. Sullivan, Esq.
          William A. Hazeltine, Esq.
          Elihu E. Allinson III, Esq.
          SULLIVAN ∙ HAZELTINE ∙ ALLINSON LLC
          901 North Market Street, Suite 1300
          Wilmington, DE 19801
          Tel: (302) 428-8191
          Fax: (302) 428-8195
          E-mail: whazeltine@sha-llc.com

             -- and --

          Elizabeth Berke-Dreyfuss, Esq.
          WENDEL, ROSEN, BLACK & DEAN LLP
          1111 Broadway, 24th Floor
          Oakland, CA 94607
          Phone: (510) 834-6600
          Fax: (510) 834-1928
          Email: edreyfuss@wendel.com

The Export-Import Bank of China is represented by:

          Robert J. Dehney, Esq.  
          Curtis S. Miller, Esq.   
          Erin R. Fay, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP  
          1201 North Market Street
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Tel: (302) 658-9200
          Fax: (302) 658-3989

             –- and --

          Gary T. Holtzer, Esq.  
          Alfredo R. Pérez, Esq.  
          Robert J. Lemons, Esq.  
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, New York 10153
          Tel: (212) 310-8000
          Fax: (212) 310-8007

Stafford-Smith, Inc. is represented by:

          Katharine L. Mayer, Esq.
          McCARTER & ENGLISH LLP
          Renaissance Centre
          405 North King Street, 8th Floor
          Wilmington, DE 19801
          Tel: (302) 984-6300
          Email: kmayer@mccarter.com

          -- and --

          Thomas G. King, Esq.
          KREIS,ENDERLE, HUDGINS & BOROS, PC  
          PO Box 4010
          Kalamazoo, MI 49003-4010
          Tel: (269) 324-3000
          Email: tking@kreisenderle.com

                 About Baha Mar

Orlando, Florida-based Northshore Mainland Services Inc., Baha
Mar Enterprises Ltd., and their affiliates sought protection
under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr.
D.Del., Case No. 15-11402).  Baha Mar owns, and is in the final
stages of developing, a 3.3 million square foot resort complex
located in Cable Beach, Nassau, The Bahamas.

The case is assigned to Judge Kevin J. Carey.

The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York.  The Debtors' Delaware counsel are Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.  The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien.  The Debtors' special litigation counsel is
Kobre & Kim LLP.  The Debtors' construction counsel is Glaser
Weil Fink Howard Avchen & Shapiro LLP.

The Debtors' investment banker and financial advisor is Moelis
Company LLC.  The Debtors' claims and noticing agent is Prime
Clerk LLC.


BAHA MAR: Rosewood Hotels Wants to Terminate License
----------------------------------------------------
Khrisna Virgil at Tribune 242 reports that Rosewood Hotels and
Resorts International filed on Wednesday a motion to terminate its
license with Baha Mar resort on the West Bay Street.  The report
says that a hearing on the motion is set for Sept. 18, 2015.

Rosewood Hotels insisted in court filings that the Resort's Chapter
11 filing is a default under the license agreement and other
Rosewood Hotel agreements.  

According to court documents, Rosewood Hotels claimed that the
Resort did not have the money to uphold obligations under its
agreement, and that the Resort was not upfront in revealing the
true ownership of the land on which it is built.  "As a material
inducement for Rosewood to enter into the Rosewood Hotel
Agreements, Baha Mar represented and warranted to Rosewood that
Baha Mar owns the Land.  However, Baha Mar has told Rosewood that
it does not in fact own the Land, and, a preliminary search
performed on Aug. 14, 2015, of The Bahamas Registry of Records
reflected that Baha Mar did not own any real property when it
entered into the Rosewood Hotel Agreements and still does not.
Therefore, Baha Mar has incurably defaulted under the Licence
Agreement and the Hotel Management Agreement," Rosewood Hotel said
in the court documents.

Rosewood Hotels further claims in court documents that the Resort:
(a) has extremely limited access funding to perform its obligation
under the Rosewood Hotel agreement and in fact it is not timely
performing its obligation to Rosewood under the Rosewood Hotel
agreements; (b) almost immediately defaulted on its DIP loan
agreement as a result of the failure by the Resort to have obtained
the approval by the Central Bank of The Bahamas, among other
things; (c) has incurred numerous defaults under the various
Rosewood Hotel agreements, many of which are incurable; (d) is in
violation of its representation and warranty to Rosewood Hotel that
it owns the real property on which the hotel and associated
residences are situated and construction of the hotel has ceased
for more than 30 consecutive days; and (e) failed to pay both the
rank and file employees and the senior executives at the hotel, who
are needed to run the hotel and has failed to reimburse Rosewood
for pre-petition and post-petition fees and expenses due under the
Rosewood Hotel agreements.

Rosewood Hotels' motion was in direct response to government's
decision to oppose the Resort's Chapter 11 bankruptcy action which
was filed on June 29, 2015, in the U.S., Tribune 242 states, citing
Robert Sands, the Resort's senior vice president of government and
external affairs.  

Danny King at Travel Weekly relates that Rosewood Hotel was not
listed among Baha Mar Enterprises Ltd.'s 20 largest creditors in
its June bankruptcy filing.

Bahamas Gov't Wants Liquidators Appointed

Lamech Johnson at Tribune 242 reports that a hearing for Justice
Ian Winder of the Supreme Court of the Commonwealth of the Bahamas
to consider the government's winding up petition for the
appointment of provisional liquidators to speed up completion of
the stalled Baha Mar development will be held on Sept. 4, 2015.
Tribune 242 says that provisional liquidators could be appointed
from Ernst and Young, though an issue of a potential conflict had
raised in an affidavit filed by the petitioners and addressed by
Baha Mar's legal team on Aug. 20, 2015.

Tribune 242 relates that Baha Mar's Queen's Counsel James Corbett
and fellow QC, Maurice Glinton, argued during the Aug. 21, 2015
proceedings that Justice Winder was duty bound to void the
proceedings having been notified on Wednesday that the government's
filed petition was allegedly in breach of Order 24 (1) of the
Companies Liquidation Rules (CLR).

According to the report, the government's attorney, Peter Knox, QC,
told the judge on Wednesday that seven new petitions had been filed
against Baha Mar in addition to the original one.  The report adds
that the government is seeking to wind up Baha Mar Ltd, Baha Mar
Land Holdings Ltd, Baha Mar Properties Ltd, BMP3 (Wyndham Hotel)
Ltd, BMP Golf Ltd, Cable Beach Resorts Ltd and Baha Mar Enterprises
Ltd on the basis that it is owed upwards to $59 million by the
companies.

Tribune 242 states that Mr. Corbett expressed skepticism that the
government's bid for the appointment of the liquidators was merely
to have them make arrangements between the parties to speed up the
resort's completion.

Mr. Knox, Tribune 242 reports, maintained that the respondent
companies "are undoubtedly insolvent and have been for two months .
. . .  Every day that passes, creditors interests are at risk."  

The public interest was also at risk with international credit
rating agencies suggesting a downgrade in the country's credit
rating if Baha Mar's dilemma is not immediately resolved, Tribune
242 states, citing Mr. Knox.  Dionisio D'Aguilar, the Superwash
president and a director at the stalled $3.5 billion Cable Beach
resort development, said that the ongoing Baha Mar dispute was "not
making people excited about investing in our economy," Natario
McKenzie at Tribune 242 relates.

                           About Baha Mar

Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402).  Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.

The case is assigned to Judge Kevin J. Carey.

The Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq.,
and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York.  The Debtors' Delaware counselare Laura Davis
Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and
Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.  The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien.  The Debtors' special litigation counsel is
Kobre & Kim LLP.  The Debtors' construction counsel is Glaser Weil
Fink Howard Avchen & Shapiro LLP.

The Debtors' investment banker and financial advisor is Moelis
Company LLC.  The Debtors' claims and noticing agent is Prime
Clerk LLC.


BIRMINGHAM COAL: Adeq. Protection for Use of Mineral Leases Sought
------------------------------------------------------------------
The Ad Hoc Committee of Debenture Holders, on behalf of themselves
and similarly situated creditors, also known as Debenture Holders,
asks the U.S. Bankruptcy Court for the Northern District of Alabama
to compel Birmingham Coal & Coke Company, Inc., to provide adequate
protection of the Debenture Holders' interest in Debtors' mineral
leases and operating equipment that is declining in value due to
the Debtors' continued use and consumption of such collateral.

The Debtors' mineral leases and operating equipment constitutes the
principal collateral securing repayment of the Debentures issued by
CanAm Coal Corp. to finance the purchase made by Radar USA Hold
Corp. of 80% of the shares of stock of Birmingham Coal & Coke,
Inc., as well as 80% of the shares of stock of Cahaba Contracting &
Reclamation, LLC.  The mineral leases are located in the Counties
of Winston, Marion, Franklin, Jefferson, and Walter in Alabama.

Bill Bensinger, Esq., at Christian & Small, LLP, in Birmingham,
Alabama, tells the Court that a mineral lease foreclosed on the day
before it terminates is worth, presumably, virtually nothing. He
further tells the Court that this fact, alone, entitles the
Debenture Holders to adequate protection.

The Ad Hoc Committee of Debenture Holders is represented by:

          Bill D. Bensinger, Esq.
          Daniel D. Sparks, Esq.
          William L. Thuston, Esq.
          CHRISTIAN & SMALL, LLP
          1800 Financial Center
          505 North 20th Street
          Birmingham, Alabama 35203
          Telephone: (205)250-6626
          Facsimile: (205)328-7234
          E-mail: bdbensinger@csattorneys.com
                  ddsparks@csattorneys.com
                  wlthuston@csattorneys.com

                      About Birmingham Coal

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.



BIRMINGHAM COAL: Has Interim Approval to Pay Regions
----------------------------------------------------
Birmingham Coal & Cole Company, Inc., and its affiliated debtors
sought from the U.S. Bankruptcy Court for the Northern District of
Alabama approval to pay adequate protection to Regions Equipment
Finance Corporation, Regions Bank and Regions Commercial Equipment
Finance, LLC, as to the equipment which constitutes collateral of
Regions.

The Debtors have these obligations to Regions, evidenced by
numerous financing documents: (1) BCC/Cahaba Contracting and
Reclamation, LCC Equipment Financing Facility; (2) $3.5 million
BCC/CCR Revolver; (3) $1.5 million BCC/CCR Bridge Loan; and (4)
$500K RAC Revolving Loan.  The Debtors had granted Regions a first
priority lien on and security interest in and to all of their
rights, title and interests in and to all of the Debtors'
respective equipment, accounts, account receivable and inventory,
including proceeds thereof, with the exception of certain equipment
secured by purchase money security interests and certain certified
vehicles.

As of the Petition Date, the amounts due and owing to Regions under
the financing documents are as follows:

     (a) Aggregate unpaid principal on the Financing Documents in
the amount of $15,942,770;

     (b) Accrued but unpaid interest on the Financing Documents as
of the Petition Date in the amount of $62,572 and contractual
pre-payment penalties of $368,340;

     (c) Un-liquidated, accrued and unpaid fees and expenses of
Regions and its professionals incurred through the Petition Date,
which amounts will be reimbursed to Regions through the Budget.

     (d) In addition to the above amounts, there are three unfunded
Letters of Credit outstanding, as follows:

           (i) $301,936
          (ii) $1,429,793
         (iii) $37,374

Mark A. Mintz, Esq., at Jones Walker LLP, in New Orleans, Los
Angeles, relates that pursuant to the Court's Interim Cash
Collateral Order and its Second Interim Cash Collateral Order, the
parties agreed upon a budget which allowed for Regions to be paid
the following amounts on its various loans:

          Regions #1          $290,772
          Regions #2           $61,068
          Line of Credit        $6,667
          $1.5 MM Note          $6,250

Mr. Mintz tells the Court that the budget provided for payments to
commence to Regions in June, but those payments were not made.  Mr.
Mintz further tells the Court that Regions also deferred a
pre-petition payment made on Regions #1 and Regions #2 in the
aggregate amount of $351,840, in order to allow the Debtors to
enter the chapter 11 cases with sufficient working capital.  He
adds that an appraisal, which has been ordered, will be made
available by July 20, 2015, to the Debtors' counsel and the
Unsecured Creditor's Committee.  He says that this will bear upon
the amount of adequate protection.  Mr. Mintz tells the Court that
since Regions has not been paid postpetition, the parties desire to
memorialize the payment amounts as adequate protection for Regions
and its interest in the equipment, subject to any changes warranted
by the appraisal or otherwise.

The Official Consolidated Unsecured Creditor's Committee objected
to the proposed adequate protection payments to Regions.  It
alleged that Regions Bank recently obtained an appraisal on the
equipment collateral securing its claim, which placed a fair market
value on the collateral at approximately $13.4 million.  It further
alleged that the proposed payment in excess of $350,000 is
unreasonable considering the Debtor's current cash situation as
reflected in the budget in the Second Interim Cash Collateral
Order.  Marvin E. Franklin, Esq., at Najjar Denaburg, P.C., tells
the Court that Regions is only entitled to adequate protection for
the diminution in value of its collateral during the reorganization
proceeding.  He notes that the proposed adequate protection payment
is the contract payment due Regions and exceeds the amount
necessary to compensate for the decreased value of their collateral
during the chapter 11 case.  Mr. Franklin further tells the Court
that the Creditors' Committee avers that a payment of $250,000 per
month would provide adequate protection to Regions  until the next
hearing on the Second Interim Cash Collateral Order.

                          *     *     *

U.S. Bankruptcy Judge Tamara O. Mitchell entered an interim order,
ruling that Regions is entitled to receive adequate protection on
account of its interests in the equipment.  Judge Mitchell likewise
authorized the Debtors to remit two payments of $300,000, one due
on or before July 31, 2015, and one due on or before Aug. 26, 2015
and to apply each of these payments to the Equipment Debt
principal.

A final hearing on the Motion is scheduled for Sept. 2, 2015 at
10:30 am.

                      About Birmingham Coal

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.



BIRMINGHAM COAL: Reys, P3 Sue to Claim Radar Stake
--------------------------------------------------
In an adversary proceeding, Edwin De Reys and P3 Strategy and
Consulting Corp., for themselves and for the ratable benefit of the
holders of certain secured debentures issued by CanAm Coal Corp.,
ask the U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, to enter a ruling declaring them as
owners of certain shares of stock of Birmingham Coal & Coke, Inc..

Radar USA Hold Corp. purchased 50% of the shares of stock from
Birmingham Coal & Coke, Inc. and Cahaba Contracting & Reclamation,
LLC.  Radar's purchase of the stocks were financed by CanAm, which
issued certain debentures in the total principal amount of $11.5
million, due in 2014.  Radar purchased an additional 30% of the
shares of stock from BCC and CCR, which were likewise financed by
CanAm. For the second purchase, CanAm issued 9.5% unsecured
debentures due August 7, 2016, in the principal amount of $13.165
million.  On May 23, 2014, CanAm issued 12% secured debentures due
May 23, 2018, in the maximum principal amount of $14 million, for
the primary purpose of refinancing CanAm's obligations under the
2014 Debentures, which matured in May 2014.

Pursuant to the 2018 Debentures, CanAm was to negotiate with the
Debenture Holders to provide them with final security for the
Debentures.  Radar agreed to grant the Debenture Holders security
for the Debentures and on May 23, 2014, it executed and delivered
to the Debenture Holders a Pledge and Security Agreement, wherein
Radar granted the Debenture Holders a security interest in and lien
on the Equity Interests in BCC, CCR and RAC Mining, LLC, in which
Radar currently holds 100% of the membership interests.  As partial
security for CanAm's obligations to the Debenture Holders, BCC
executed a Leasehold Mortgage wherein BCC granted the holders of
the 2018 Debentures a mortgage interest in and lien on certain
leasehold estates and mineral rights located on or in five counties
in Alabama: Wisconsin, Marion, Franklin, Jefferson, and Walker
Counties. Also as partial security for CanAm's obligations to the
Debenture Holders, Debtors Birmingham Coal & Coke, Inc., et. al.,
executed an Equipment Security Agreement whereby the Debtors
granted the Debenture Holders a security interest in and lien on
the Debtors' equipment.

Bill Bensinger, Esq., at Christian & Small, LLP, in Birmingham,
Alabama, tells the Court that CanAm defaulted under the terms of
the Debentures by failing to duly and punctually pay principal and
interest in accordance with the Debentures.  Mr. Bensinger narrates
that on May 22, 2015, the Debenture Holders served CanAm with a
notice of default and on June 17, 2015, they served Radar with a
demand to deliver the Equity Securities. He further tells the Court
that Radar has failed and refused o turn over the Equity Securities
to the Debenture Holders.  Mr. Bensinger adds that despite repeated
lawful demands, Radar has failed and refused to deliver the Equity
Interests to the Plaintiffs, for themselves, and for the ratable
benefit of the Holders.

Edwin De Reys and P3 Strategy and Consulting Corp. are represented
by:

          Bill D. Bensinger, Esq.
          Daniel D. Sparks, Esq.
          William L. Thuston, Esq.
          CHRISTIAN & SMALL, LLP
          1800 Financial Center
          505 North 20th Street
          Birmingham, Alabama 35203
          Telephone: (205)250-6626
          Facsimile: (205)328-7234
          Email: bdbensinger@csattorneys.com
                 ddsparks@csattorneys.com
                 wlthuston@csattorneys.com

About Birmingham Coal & Coke Company, Inc.

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.



BOOMERANG SYSTEMS: Aug. 27 Meeting Set to Form Creditors' Panel
---------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on August 27, 2015, at 10:00 a.m. in the
bankruptcy case of Boomerang Systems, Inc..

The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

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

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

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


BOOMERANG TUBE: Court Sets Claims Bar Dates
-------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, on July 20,
2015, entered an order establishing 5:00 p.m. on the date which is
35 days after the service date, as the deadline for any individual
or entity to file proofs of claim against Boomerang Tube, LLC, et
al.  The Court also set Dec. 7, 2015, at 5:00 p.m., as the
governmental unit bar date.

Proofs of claim must be submitted to the Debtors' claims agent, in
this address:

         Donlin, Recano & Company, Inc.
         RE: Boomerang Tube, LLC, et al.,
         P.O. Box 199001
         Blythebourne Station
         Brooklyn, NY 11219

or (ii) by courier, hand delivery or overnight delivery at this
address:

         Donlin, Recano & Company, Inc.
         RE: Boomerang Tube, LLC, et al.,
         6201 15th Avenue
         Brooklyn, NY 11219

                       About Boomerang Tube

Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States.  OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing.  Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets.  With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America.  Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.

Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to
100% of the common stock of the reorganized company.

The Debtor disclosed $272,205,337 in assets and $300,375,946 in
liabilities as of the Chapter 11 filing.

The cases are assigned to Judge Mary F. Walrath.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.

On June 30, 2015, the Debtor filed a bankruptcy-exit plan and
explanatory disclosure statement.

The U.S. Trustee overseeing the Chapter 11 case appointed five
creditors to serve on an official committee of unsecured creditors.
The Committee is represented by Brown Rudnick LLP., and Morris,
Nichols, Arsht & Tunnel LLP.



BOOMERANG TUBE: UST, DIP Agent Balk at Brown Rudnick Retention
--------------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, objected to
the application of the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Boomerang Tube, LLC, et al., to retain
Brown Rudnick LLP as co-counsel, nunc pro tunc to June 19, 2015.

The U.S. Trustee said that Brown Rudnick sought to be paid from the
Debtors' estates for any fees, costs or expenses, arising out of
the successful defense of any fee application by Brown Rudnick in
the bankruptcy cases in response to any objection to its fees or
expenses.

The U.S. Trustee asserts that the fee defense provisions violate
the Code, ignore the express directives of the U.S. Supreme Court,
and are otherwise unreasonable.  The U.S. Trustee notes that the
Supreme Court has held that Section 330(a) does not authorize a
court to approve a law firm's fee for litigating its fee
application.

Cortland Capital Market Services LLC, in its capacity as
administrative and collateral agent to the Term Lenders and the
Term DIP Lenders, concurs with and joined the objection of the U.S.
Trustee to the application to retain Brown Rudnick.

Cortland objects to the entry of an order approving the retention
of Brown Rudnick that would require the Debtors to indemnify Brown
Rudnick for any fees accrued in the process of defending or
prosecuting fee applications.

                     The Committee Application

The Committee, in its application, noted that Brown Rudnick, will,
among other things:

   a. assist the Committee in preparing the applications, motions,
memoranda, proposed orders, and other pleadings as may be required
in support of positions taken by the Committee, including all trial
preparation as may be necessary;

   b. confer with the professionals retained by the Debtors and
other parties-in-interest, well as with such other professionals as
may be selected and employed by the Committee;

   c. coordinate the receipt and dissemination of information
prepared by and received from the Debtors' professionals, well as
the information as may be received from professionals engaged by
the Committee or other parties-in-interest in the cases.

It is anticipated that the primary attorneys who will represent the
Committee are Steven D. Pohl (whose current hourly rate is $1,070),
Bennett S. Silverberg (whose current hourly rate is $885) and Sunni
P. Beville (whose current hourly rate is $820).  Other Brown
Rudnick attorneys or paraprofessionals will from time to time
provide legal services on behalf of the Committee in connection
with these matters herein described.  The hourly rates for Brown
Rudnick attorneys and paraprofessionals are in effect, but are
subject to periodic adjustments:

        Attorney                     $415 - $1,240
        Paraprofessional             $285 - $345

Mark DiGirolamo, the authorized representative of Nucor
Corporation, and chairman of the Committee, submitted a declaration
in support of the application.

                        About Boomerang Tube

Boomerang Tube, LLC, is a manufacturer of welded Oil Country
Tubular Goods ("OCTG") in the United States.  OCTG are used by
drillers in exploration and production of oil and natural gas and
consist of drill pipe, casing and tubing.  Boomerang has corporate
offices in Chesterfield, Missouri and manufacturing facilities in
Liberty, Texas, strategically located near major steel production
centers and end-user markets.  With a 487,000 square foot plant
that houses two mills and heat treat lines and a contingent 119
acres, these facilities constitute the second largest alloy OCTG
mill in North America.  Access Tubulars, LLC, owns 81% of the
equity interests in Boomerang.

Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
15-11247) on June 9, 2015, with a deal with lenders on a balance
sheet restructuring that would convert $214 million of debt to
100% of the common stock of the reorganized company.

The Debtor disclosed $272,205,337 in assets and $300,375,946 in
liabilities as of th Chapter 11 filing.

The cases are assigned to Judge Mary F. Walrath.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
attorneys; Lazard Freres & Co. LLC, as financial advisor; and
Donlin, Recano & Co., Inc., as claims and noticing agent.

Boomerang Tube disclosed $272,205,337 in assets and $300,375,946 in
liabilities as of the Capter 11fiing

On June 30, 2015, the Debtor filed a bankruptcy-exit plan and
explanatory disclosure statement.  

The U.S. Trustee overseeing the Chapter 11 case appointed five
creditors to serve on an official committee of unsecured
creditors.  The Committee is represented by Brown Rudnick LLP., and
Morris, Nichols, Arsht & Tunnel LLP.



BRANTLEY LAND: Court Approves Hiring of Brown Readdick as Counsel
-----------------------------------------------------------------
Brantley Land & Timber Company, LLC sought and obtained permission
from the Hon. John S. Dalis of the U.S. Bankruptcy Court for the
Southern District of Georgia to employ Brown, Readdick, Bumgartner,
Carter, Strickland & Watkins, LLP as counsel.

The Debtor requires Brown Readdick to:

   (a) advise the Debtor on the conduct of the case, including all

       of the legal and administrative requirements of operating
       in Chapter 11;

   (b) prepare administrative and procedural applications and
       motions as may be required for the sound conduct of the
       case;

   (c) prosecute and defend litigation that may arise during the
       course of the case;

   (d) consult with the Debtor concerning and participate in the
       formulation, negotiation, preparation and filing of a plan
       or plans of reorganization and disclosure statements to
       accompany the plans;

   (e) review and object to claims;

   (f) analyze, recommend, prepare and bring any cause of action
       created under the Bankruptcy Code;

   (g) take all steps necessary and appropriate to bring the case
       to a conclusion; and

   (h) perform the full range of services normally associated with

       matters such as this which the Firm is in a position to
       provide.

Brown Readdick will be paid at these hourly rates:

       Richard K. Strickland      $250-$325
       Legal Assistants,
       Paralegals and
       Support Staff              $75-$120

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

Brown Readdick received $20,000 retainer from the Debtor. Prior to
the bankruptcy filing, Brown Readdick was paid $12,925 during the
year prior to filing plus $1,075 from the retainer fro work
performed in preparation for the bankruptcy filing. $18,925 remains
on hand and is being held in Brown Readdick's IOLTA account to
apply to future invoices, as and when approved by the Court.

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

Brown Readdick can be reached at:

       Richard K. Strickland, Esq.
       BROWN, READDICK, BUMGARTNER,
       CARTER, STRICKLAND & WATKINS, LLP
       5 Glynn Avenue
       Brunswick, GA 31520
       Tel: (912) 264-8544
       Fax: (912) 264-9667

Brantley Land & Timber Company, LLC, a real estate developer in
Brantley County, Georgia, has filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia,
on July 16, 2015.

The Debtor, which is controlled by the receiver, tapped McCallar
Law Firm as counsel.


BRANTLEY LAND: Court Okays Hiring of Schell & Hogan as Accountant
-----------------------------------------------------------------
Brantley Land & Timber Company, LLC sought and obtained permission
from the Hon. John S. Dalis of the U.S. Bankruptcy Court for the
Southern District of Georgia to employ Jerry W. Harper and Schell &
Hogan, LLP as receiver and accountant.

The Debtor requires Mr. Harper and Schell & Hogan to provide these
services:

   (a) administration, accounting and tax services; and

   (b) perform the full range of services normally associated with

       matters such as this which the firm is in a position to
       provide. Administrative include receiving and processing of

       payments, mortgage balances, releases for lot owners,
       responding to telephone calls, correspondence and related
       activities.

Mr. Harper and Schell & Hogan will be paid at these hourly rates:

       Jerry Harper            $185
       Partners                $185
       Assistants, Accountants
       and Support Staff       $52-$158

Schell & Hogan will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

Schell & Hogan can be reached at:

       Jerry W. Harper
       SCHELL & HOGAN, LLP
       101 Plantation Chase
       St Simons Island, GA 31522
       Tel: (912) 638-9031
       Fax: (912) 638-7711
       E-mail: jerry@schellhogan.com

Brantley Land & Timber Company, LLC, a real estate developer in
Brantley County, Georgia, has filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia,
on July 16, 2015.

The Debtor, which is controlled by the receiver, tapped McCallar
Law Firm as counsel.


BRUSH CREEK: Stay Lifted for HOA to Foreclose on Property
---------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
lifted the automatic stay imposed in the Chapter 11 case of Brush
Creek Airport, LLC, to allow Michael J. Guyerson, on behalf of
Buckhorn Ranch Association, Inc., to foreclose on and take
possession and control of 97 Real Estate Lots within the Buckhorn
Ranch Subdivision and proceed with the liquidation of claims
involving the Debtor or the Debtor's estate pursuant to certain
proceedings.

The Court overruled the objection raised by the Debtor, which
asserted that HOA's Stay Relief Motion should be denied because any
postpetition administrative claim owed to the association should be
set-off against a prepetition receivable owed by the association to
the Debtor under Sections 553 or 558 of the Bankruptcy Code and
applicable state law.  The amounts claimed to be due and owing by
the HOA are not permissible under applicable state law -- the
Colorado Common Interest Ownership Act, the Debtor argued.

The Debtor is represented by:

          Harvey Sender, Esq.
          David J. Warner, Esq.
          SENDER WASSERMAN WADSWORTH, P.C.
          1660 Lincoln Street, Suite 2200
          Denver, Colorado 80264
          Tel: (303)296-1999
          Fax: (303)296-7600
          Email:dwarner@sww-legal.com

                   About Brush Creek Airport

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

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

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


BTB CORPORATION: Hires Albert Tamarez Vasquez as Accountant
-----------------------------------------------------------
BTB Corporation asks for permission from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Albert Tamarez Vasquez,
CPA, CIRA as accountant.

The Debtor requires the accounting firm to:

   (a) reconcile financial information to assist Debtor in the
       preparation of monthly operating reports;

   (b) assist in the reconciliation and clarification of proof of
       claims filed and amount due to creditors;

   (c) provide general accounting and tax services to prepare
       year-end reports and income tax preparation, if necessary;
       and

   (d) assist Debtor and Debtor's counsel in the preparation of
       the supporting documents for the Chapter 11 Reorganization
       Plan.

The accounting firm will be paid at these hourly rates:

       Albert Tamarez-Vasquez          $150
       CPA Supervisor                  $100
       Senior Accountant               $85
       Staff Accountant                $65

The accounting firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.

The firm received a retainer in this case in the amount of $5,000,
which sum is generated by the Debtor from the regular operations of
the business.

Albert Tamarez-Vasquez assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

The accounting firm can be reached at:

       Albert Tamarez-Vasquez, CPA, CIRA
       First Federal Saving Building
       1519 Ave Ponce de Leon, Ste. 412
       San Juan, PR 00909-1723
       Tel: (787) 795-2855
       Fax: (787) 200-7912
       E-mail: atamarez@tamarezcpa.com

                      About BTB Corporation

BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case
No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015.
Samuel Lizardi signed the petition as interim president.  The
Debtor disclosed total assets of $16.5 million and total
liabilities of $13.2 million.

BTB said it sought bankruptcy protection as it is unable to meet
obligations as they mature, and creditors are threatening suit and
have threatened to undertake steps to obtain possession of its
assets.

The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law
Offices, LLC, as its counsel.


BULK PETROLEUM: 7th Circ. Requires KDOR to Pay $775K Tax Refund
---------------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit required
the Kentucky Department of Revenue to pay Bulk Petroleum
Corporation a tax refund in the amount of $774,961.

On May 8, 2009, Bulk filed an adversary proceeding against KDOR,
seeking a refund of the excise taxes it allegedly paid while it had
no license.  Its Kentucky license was revoked on October 31, 2006
and reinstated on August 3, 2007.  During the revocation period,
Bulk's upstream suppliers in Louisville, Marathon and BP, were
including on their bills to Bulk a line item representing the
Kentucky fuel tax on all of the gasoline Bulk brought from them
even for gasoline that was delivered to customers outside Kentucky.
Bulk maintained that the this gasoline was not subject to
Kentucky's fuel tax.

KDOR maintained that because Bulk was unlicensed during that
period, it was not a "taxpayer" within the meaning of the state
statute and thus is not entitled to refund from the state.  KDOR
argued that Bulk's suppliers simply charged a higher price for the
gasoline they sold to Bulk during the revocation period, and that
the fact that some of the money went to the state as a tax did not
make Bulk the taxpayer.

The Seventh Circuit held that to the extent that the gasoline BP
and Marathon sold to Bulk is destined for out-of-state final
purchasers, a refund is due to the entity that bears the tax.  The
Seventh Circuit concluded that that entity was Bulk.  The court
explained that under the law, BP and Marathon merely operated as
state tax collectors with respect to the Kentucky gasoline tax, and
held the tax monies collected from Bulk in trust for the state and
had a duty to turn over those amounts to the state.

The appeals case is IN RE: BULK PETROLEUM CORP. AND BULK PETROLEUM
KENTUCKY PROPERTIES, LLC, Debtors-Appellants, OFFICIAL COMMITTEE OF
UNSECURED CREDITORS OF BULK PETROLEUM CORP., et al., Intervening
Appellant, BANK OF SUN PRAIRIE, Intervening Appellant, v. KENTUCKY
DEPARTMENT OF REVENUE, Defendant-Appellee, NO. 13-1870 (7th Cir.)

A copy of the Seventh Circuit's July 31, 2015 opinion is available
at http://is.gd/uID7Biat Leagle.com.  

                     About Bulk Petroleum

Mequon, Wisconsin-based Bulk Petroleum Corp. supplies gasoline to
over 200 gas stations throughout the Midwest.  It buys gasoline
from oil companies and then sells it to individual gas stations.
The Company, along with affiliates, sought Chapter 11 protection
(Bankr. E.D. Wis. Case No. 09-21782) on Feb. 18, 2009.  Jerome R.
Kerkman, Esq., at Kerkman & Dunn in Milwaukee, Wis., assists the
Debtors in their restructuring effort.  Bulk Petroleum estimated
$50 million to $100 million in assets and $50 million to $100
million in debts as of the Chapter 11 filing.

Bulk Petroleum's debtor-affiliates that filed separate Chapter 11
petitions include Charanjeet Illinois Stations No. 6, Inc.,
Darshan's Wisconsin Stations Eight, LLC, Gurpal Wisconsin
Stations, LLC, Interstate Petroleum Products, Inc., Rakhra
Wisconsin E-Z Go Stations Three, Inc., and Sartaj's Illinois Nine,
LLC.

In July 2011, Bankruptcy Judge Susan Kelley approved a Chapter 11
reorganization plan for Bulk Petroleum Corp.  The case involved 18
bank and credit union lenders and Darshan Dhaliwal's 28 separate
but inter-related companies in nine states.  Most of the banks and
credit unions are taking significant losses on their loans to Bulk
Petroleum and affiliated companies that owned gas station
properties, according to Rich Kirchen at The Business Journal
Milwaukee.


BULLIONDIRECT INC: U.S. Trustee Forms Three-Member Committee
------------------------------------------------------------
The U.S. Trustee for Region 7 appointed three creditors to serve on
an official committee of unsecured creditors in the Chapter 11 case
of of BullionDirect Inc.:

     (1) Louis McCann, Jr. (Chairman)
         c/o James V. Hoeffner
         401 Congress Ave., Ste. 2200
         Austin, TX 78701
         lsm9649@yahoo.com

     (2) Kazu Suzuki
         c/o Peter Ruggero
         1411 West Ave., Ste. 200
         Austin, TX 78701
         bcad72015@gmail.com

     (3) Scott Burns, Jr.
         1428 Deberry Blvd
         Florence SC 29501-5602
         burnsbdcommittee@gmail.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 BullionDirect

BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 15-10940) on July 20, 2015.  Dan Bensimon signed
the petition as president.  The Debtor estimated assets of $10
million to $50 million and liabilities of at least $10 million.
Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C.,
represents the Debtor as counsel.  Judge Tony M. Davis presides
over the case.


CAESARS ENTERTAINMENT: Junior Creditors Seek Stake in Parent Co.
----------------------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
creditors of Caesars Entertainment Corp.'s bankrupt operating unit
want a stake in the parent company in exchange for supporting a
plan to restructure the sprawling casino empire, according to
documents posted on a bondholder website.

According to the report, Caesars rejected the proposal, a spokesman
confirmed, but the demands demonstrate the potentially large cost
to Caesars and its private-equity backers, Apollo Global Management
LLC and TPG, as they try to persuade creditors to back the
operating unit's restructuring plan and drop litigation against the
parent.  A Caesars adviser has testified that creditor lawsuits
risk dragging the parent into bankruptcy, threatening the company's
plan to limit its owners' exposure to the debt restructuring, the
report said.

                   About Caesars Entertainment

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

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.

                         *     *     *

The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of Caesars Entertainment Operating
Company (CEOC).  These actions follow CEOC's Chapter 11 filing on
Jan. 15, 2015.  Accordingly, Fitch will no longer provide ratings
or analytical coverage for CEOC.

In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reasons.


CAL DIVE: Bidding Procedures for Sea Horizon Approved
-----------------------------------------------------
Cal Dive International, Inc., and its debtor affiliates sought and
obtained approval from Judge Christopher S. Sontchi of the United
States Bankruptcy Court for the District of Delaware of bidding
procedures governing the sale of additional assets, which were not
sold pursuant to the Court's order dated July 24, 2015.

On July 22, 2015, the Debtors adjourned the auction with respect to
certain assets.  Since that time, the Debtors and their
professionals have continued to aggressively market and solicit
interest in those assets.

On August 12, 2015, the Debtors filed the Notice of Resumption of
Auction, pursuant to which the Debtors notified parties in interest
that there will be an auction for the Sea Horizon, IMO No.: 8759114
and Official No.: 1340.  Judge Sontchi ruled that in the event
there is a successful bid for the Sea Horizon, IMO No.: 8759114 and
Official No.: 1340, at an auction, the Debtors are authorized to
seek Court approval of the Successful Bid.

The Debtors are represented by:

          Mark D. Collins, Esq.
          Michael J. Merchant, Esq.  
          Amanda R. Steele, Esq.  
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, Delaware 19801
          Tel: (302) 651-7700
          Fax: (302) 651-7701
          Email: collins@rlf.com  
                 merchant@rlf.com
                 steele@rlf.com

             -- and --

          George A. Davis, P.C., Esq.  
          Andrew M. Parlen, P.C., Esq.   
          Daniel S. Shamah, P.C., Esq.   
          O’MELVENY & MYERS LLP
          Times Square Tower
          Seven Times Square
          New York, NY 10036
          Tel: (212) 326-2000
          Fax: (212) 326-2061
          Email: gdavis@omm.com
                 aparlen@omm.com
                 dshamah@omm.com

            -- and --        

         Suzzanne S. Uhland, P.C., Esq.   
         O'MELVENY & MYERS LLP
         Two Embarcadero Center
         28th Floor
         San Francisco, CA 94111
         Tel: (415) 984-8700
         Fax: (415) 984-8701
         Email: suhland@omm.com

                         About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker
LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as
claims and noticing agent.  The Debtors also tapped Carl Marks
Advisory Group LLC as crisis managers and appoint F. Duffield
Meyercord as chief restructuring officer.

The U.S. Trustee for Region 3 amended the committee of unsecured
creditors in the case from five-member committee to four members.
The Committee retained Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC
as exclusive investment banker.

Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.


CHALIFOUX BUSINESS: Case Summary & 2 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Chalifoux Business Park, LLC
        1254 S John Young Parkway
        Kissimmee, FL 34741

Case No.: 15-07167

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 20, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Roman V Hammes, Esq.
                  ROMAN V. HAMMES, P.L.
                  250 East Colonial Drive, Suite 305
                  Orlando, FL 32801
                  Tel: (407) 650-0003
                  Email: roman@romanvhammes.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Thomas Chalifoux, manager.

List of Debtor's two Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
BB&T                                                   $5,000,000
C/O W. Glenn Jensen
420 S Orange Ave
CNL Center II, 7th Floor
Orlando, FL 32801

BB&T                                                   $4,600,000
C/O W. Glenn Jensen
420 S Orange Ave
CNL Center II, 7th Floor
Orlando, FL 32801


CHALIFOUX BUSINESS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Paul Brinkmann at Orlando Sentinel reports that Chalifoux Business
Park filed for Chapter 11 bankruptcy protection on Aug. 20, 2015.

Court documents show that BB&T Bank has mortgages totaling $9.6
million connected to the Company.  According to Osceola County
records, a 2011 foreclosure filed by BB&T had recently progressed,
when a court ordering a foreclosure sale on Aug. 20.

Orlando Sentinel relates that Roman V. Hammes of Orlando serves as
the Company's bankruptcy counsel.

Chalifoux Business Park is owned by Thomas Chalifoux.  The Company
owns at least 33 acres at 1254 South John Young Parkway, Kissimmee,
Florida.


CHARLOTTE RUSSE: Moody's Confirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed Charlotte Russe Holdings Inc.'s
B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default
Rating, as well as the B2 ratings on Charlotte Russe, Inc.'s senior
secured term loans due 2019. The rating outlook is stable.

These actions conclude the review for upgrade initiated on June 16,
2015 upon the adoption of Moody's updated approach for standard
adjustments for operating leases, which is explained in the
cross-sector rating methodology Financial Statement Adjustments in
the Analysis of Non-Financial Corporations, published on June 15,
2015. The confirmation reflects Charlotte Russe's improved leverage
as a result of the aforementioned revision to Moody's approach for
capitalizing operating leases, offset by Moody's expectation that a
challenging operating environment will persist, resulting in
leverage sustained above 5.0 times and interest coverage
(EBITA/Interest) near 1.0 times over the next 12-24 months.

Moody's took the following rating actions today:

Issuer: Charlotte Russe Holding Inc.

Corporate Family Rating, Confirmed at B2

Probability of Default Rating, Confirmed at B2-PD

Outlook, Stable

Issuer: Charlotte Russe, Inc.

$150 million Senior Secured Term Loan due 2019, Confirmed at B2,
LGD-3

$80 million Senior Secured Term Loan due 2019, Confirmed at B2,
LGD-3

Outlook, Stable

Moody's will shortly move the Corporate Family Rating and
Probability of Default Rating to Charlotte Russe, Inc. from
Charlotte Russe Holding Inc.

RATINGS RATIONALE

Charlotte Russe's B2 CFR considers the company's high leverage and
Moody's expectation for weak interest coverage (EBITA/Interest) due
in part to aggressive financial policies and high rent expense as a
percentage of sales, but also impacted by recent weaker than
anticipated operating performance. Moody's estimates lease adjusted
leverage through the LTM period ending May 2, 2015 in the mid 4
times range, up slightly from fiscal year end 2014, with interest
coverage (EBITA/Interest) in the mid-to-low 1 times range. However,
our ratings also reflect our expectation that a challenging
operating environment including declining mall traffic trends and
greater promotional discounting will result in leverage above 5.0
times and interest coverage near 1 times over the next 12- 24
months. Other challenges include the company's low operating
margins and event risk under private equity ownership, including
the potential for additional debt-financed equity distributions.
Moody's also believes that the company's fast fashion business
model can heighten the impact from supply chain disruptions, as
evidenced by Charlotte Russe's weak performance in the first
quarter of 2015 that was partially impacted by the West Coast port
slowdown.

The ratings benefit from a history of solid operating performance
under the current management team through fiscal 2014, highlighted
by annual same store sales growth and margin improvement over the
period, as well as the development of an omni-channel model with a
growing eCommerce and mobile business.

Moody's anticipates Charlotte Russe will maintain adequate
liquidity over the next 12-18 months highlighted by approximately
$24 million of cash on the balance sheet as of May 2, 2015 (down
from over $60 million at the end of fiscal 2014) and our
expectation for negative free cash flow through fiscal 2015. Lower
revenue and EBITDA, as well as capital investments and working
capital drive negative free cash flow and could result in modest
borrowings on Charlotte Russe's $60 million asset-based facility
(ABL), which the company has not typically relied on. However,
Moody's expects free cash flow to improve in 2016 aided by modestly
higher EBITDA, lower capital investments, and working capital
declines. Moody's does not anticipate any meaningful voluntary
prepayments to the term loans, and due to an $11mm excess cash flow
payment made during Q1 2015, there are no required quarterly
amortization payments until the loans comes due in 2019.

The company's credit agreements contain only a springing fixed
charge coverage test on the ABL facility that is triggered if
availability falls below the greater of $4.8 million or 10% of
available borrowings. Given our expectation for only limited
borrowings on the ABL, Moody's does not expect the company will
trigger the covenant. However, if tested, Moody's forecasts minimal
to no cushion on the covenant during some interim quarters over the
next 12-18 months. Alternative liquidity is limited because of the
fast-moving inventory and absence of meaningful real estate
holdings.

The B2 rating assigned to the company's senior secured term loans
is in line with the CFR since these loans represent a preponderance
of funded debt. The term loans matures in May 2019 and have a 2nd
lien position on the company's accounts receivable and inventory
(ranking junior to the $60 million asset-based revolver) and a
first lien on substantially all other assets of the borrower.
Because Charlotte Russe leases substantially all of its locations,
the company does not have meaningful real estate holdings.

The stable outlook reflects Moody's expectation that a challenging
operating environment will result in leverage above 5 times and
interest coverage (EBITA/Interest Expense) near 1.0 times over the
next 12-24 months. Given our expectation for negative free cash
flow over the next 12-18 months we do not anticipate any meaningful
pay downs to debt, but conversely would not expect additional debt
financed dividends until operating performance could support such
actions. However over the long term Moody's believes the prospect
for additional debt-financed dividends remains very real.

Ratings could be upgraded if Charlotte Russe is able to grow
revenue and EBITDA resulting in flat to modestly higher EBITDA
margins. An upgrade would require leverage sustained below 4.5
times and interest coverage (EBITA/Interest) above 2.0 times. Given
the company's history of aggressive financial policies, an upgrade
would also require a willingness to maintain metrics at these
levels.

Ratings could be downgraded if operating performance weakens beyond
our current expectation resulting in debt/EBITDA above 6.0 times or
EBITA/Interest below 1.25 times. In addition, if financial policies
were to turn more aggressive, or if liquidity were to deteriorate
we could also downgrade the ratings.

Headquartered in San Francisco, CA, Charlotte Russe Holding Inc.
(Charlotte Russe) is a retailer of value-oriented `fast fashion'
apparel and accessories, targeting 18-24 year old women. As of May
2, 2015, the company operated 544 retail stores in the US and
Puerto Rico and generated sales through its ecommerce and mobile
platforms. Revenue for the LTM period was $975 million. The company
is owned by affiliates of Advent International and current
management.



CORINTHIAN COLLEGES: Cash Use Termination Date Extended to Aug. 28
------------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware approved a stipulation between Corinthian
Colleges, Inc., et al., and Bank of America, N.A., extending the
scheduled termination date of cash collateral use through and
including August 28, 2015.

The Debtors are represented by:
   
          Mark D. Collins, Esq.
          Michael J. Merchant, Esq.
          Marisa A. Terranova, Esq.
          Amanda R. Steele, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          920 N. King Street
          Wilmington, DE 19801
          Tel: (302) 651-7700
          Fax: (302) 651-7701
          Email: collins@rlf.com
                 merchant@rlf.com
                 terranova@rlf.com
                 steele@rlf.com

Bank of America, N.A. is represented by:

          Jennifer C. Hagle, Esq.
          Anna Gumport, Esq.
          SIDLEY AUSTIN LLP
          555 West Fifth Street, Suite 4000
          Los Angeles, CA 90013
          Tel: (213) 896-6000
          Fax: (213) 896-6600
          Email: jhagle@sidley.com
                 agumport@sidley.com

                      About Corinthian Colleges

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly
wind down of its operations.  The cases are jointly administered
Case No. 15-10952.

Judge Kevin J. Carey presides over the case.  Richards, Layton &
Finger, P.A., represents the Debtors in their restructuring
efforts; FTI Consulting, Inc., serves as restructuring advisors and
Rust Consulting/Omni Bankruptcy serves as claims and noticing
agent.

Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.

The Debtor filed with the Court a first amended and modified
combined disclosure statement and plan of liquidation.  The
Combined Plan incorporates a compromise between the Debtors, the
Official Committee of Unsecured Creditors, the Student Committee
and the Prepetition Secured Parties as to the Distribution of the
Debtors' assets already liquidated or to be liquidated over time to
the Holders of Allowed Claims in accordance with the terms of the
Combined Plan and Disclosure Statement and the priority of claims
provisions of the Bankruptcy Code.

The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors.  Cooley LLP serves
as its lead counsel, Foley & Mansfield, PLLP serves as its local
counsel, and Province Inc. serves as its financial advisor.


CROSS ISLAND: Sale Deed with Block 12982 Null, Court Rules
----------------------------------------------------------
Judge Nancy Hershey Lord of the United States Bankruptcy Court for
the Eastern District of New York determined that the bargain and
sale deed signed by Cross Island Plaza and Block 12982 Realty Corp.
is a nullity.

The judge also granted US Bank's motion for partial summary
judgment but dismissed Counts II and III of the amended
counterclaim.

The proceedings arose from a series of real estate transactions
purporting to affect the ownership of, and mortage interests in,
two properties:

   (1) "Cross Island Plaza" which refers to an office building
resting on Lot 1 and the onsite parking lot provided on Lots 45,
47, 49, 51, 53, 57 and 58 that adjoin the office building.  These
are located on Block 12980, a commercial complex on Brookville
Boulevard.

   (2) "Offsite Parking Lot" which is located nearby on Merrick
Boulevard, consisting of Lots 10, 12, 16, 17, and 47 of Block
12982, and which provides additional parking space

On July 17, 1997, CIP executed a "Consolidation, Modification,
Spreader and Extension Agreement" (the "Original Mortgage") in
favor of Lehman Brothers Holding, Inc. with a face value of
$19,125,000.

In August 2006, the debtors engaged in a multipart transaction,
whereby CIP and Block purported to execute a sale/leaseback
transaction, and CIP obtained financing from US Bank's predecessor
in interest, Arbor Commercial Mortgage, LLC.

On August 10, 2006, the debtors signed the Deed purporting to
convey property from CIP to Block.  The Deed does not describe the
property being transferred.  The Deed was recorded, with several
other documents, in the index for the Offsite Parking Lot but not
in the index for Cross Island Plaza.

Around the same time, CIP also executed a Consolidated Promissory
Note (the "Note") in favor of Arbor to refinance $17,342,790.03 of
debt from the Original Mortgage and obtain $9,657,209.97 of new
financing.

The plaintiffs DLJ Mortgage Capital, Inc. ("DLJ") and the Chapter 7
trustee of the debtors' estates, Robert L. Geltzer (the "Trustee")
each initiated an adversary proceeding against US Bank, as trustee,
successor to Wells Fargo Bank, N.A., as trustee for the Registered
Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-through Certificates, Series 2006-C28 ("US Bank").
Both plaintiffs sought substantially the same declaratory relief
vesting fee simple ownership of the properties in Block.

US Bank filed an Amended Answer and Counterclaim in DLJ's adversary
proceeding.  Count I of the counterclaim requested declaratory
relief or deed reformation vesting ownership of Cross Island Plaza
in CIP.  Counts II and III objected to DLJ's proofs of claim and
secured creditor status.  US Bank also filed a cross motion for
summary judgment determining that it has an allowed claim secured
by CIP's fee interest in Cross Island Plaza and leasehold interest
in the Offsite Parking Lot.  In the alternative, US Bank moved for
partial summary judgment, asking for a declaration of its priority
based on its status as a successor in interest to the Original
Mortgage.  US bank also answered and moved for summary judgment in
the Trustee's adversary proceeding.

Judge Lord declared that since the Deed lacks a property
description, it is a nullity, not an instrument of conveyance.  The
judge further stated that the void Deed cannot be salvaged by
looking to external documents or interpreting the parties' intent,
and the court will not interpret, reform, or otherwise enforce it.

Judge Lord, however, granted US Bank's motion for partial summary
judgment as a secured creditor but only up to the lesser of
$17,342,790.03 or the value of the collateral securing th Original
Mortgage.  The judge clarified that the validity, priority, and
extent of US Bank's claim above that amount remains in dispute.

Counts II and III of US Bank's counterclaim were dismissed for
failure to state a claim.  Judge Lord found US Bank's statements
are legal conclusions which the court does not accept as true.

The cases are In Re: CROSS ISLAND PLAZA, INC., et al., Chapter 11,
Debtors. DLJ MORTGAGE CAPITAL, INC., Plaintiff, v. CROSS ISLAND
PLAZA, INC., BLOCK 12892 REALTY CORP., and US BANK NATIONAL
ASSOCIATION, AS TRUSTEE, SUCCESSOR TO WELLS FARGO BANK, N.A., AS
TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL
MORTGAGE TRUST, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES,
SERIES 2006-C28, Defendants. ROBERT L. GELTZER, Trustee of CROSS
ISLAND PLAZA, INC., et al., Plaintiff, v. CROSS ISLAND PLAZA, INC.,
BLOCK 12892 REALTY CORP., and US BANK NATIONAL ASSOCIATION, AS
TRUSTEE, SUCCESSOR TO WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE
REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST,
COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-C28,
Defendants, NO. 12-42491 (NHL) JOINTLY ADMINISTERED, ADV. PRO. NO.
12-01208 (NHL)., 13-01082 (NHL) (Bankr. E.D.N.Y.).

A full-text copy of Judge Lord's July 30, 2015 decision is
available at http://is.gd/D3yVp4from Leagle.com.

                 About Cross Island

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr. E.D.N.Y.
Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, initially served as the Debtors'
counsel.  The firm was later replaced by Tarter Krinsky & Drogin
LLP.  The petition was signed by Chloe Henning, authorized
representative.

No committee, trustee, or examiner has been appointed the cases.


DUANE ROWETT: District Ct. Takes Over Tift Criminal Contempt Suit
-----------------------------------------------------------------
Judge Ricardo S. Martinez of the United States District Court for
the Western District of Washington, Seattle, granted the U.S.
Trustee's motion for withdrawal of reference solely with respect to
its request for criminal sanctions against Gregory S. Tift.

The U.S. Trustee asked the District Court to take jurisdiction over
the bankruptcy matter in order to institute further proceedings
against Mr. Tift to find him in criminal contempt, and to impose
appropriate criminal contempt sanctions.  Tift allegedly violated
many times the bankruptcy court's stipulated judgment which
enjoined him from serving as a bankruptcy petition preparer.  Tift
objected to the motion, essentially arguing that he has not engaged
in the conduct of which he has been accused.

Judge Martinez was persuaded that cause exists to withdraw the
reference of proceedings related to the U.S. Trustee's request for
the institution of criminal contempt proceedings.  The judge held
that although the bankruptcy court finds criminal contempt
sanctions against Tift to be appropriate, the law of the Circuit
prevents the bankruptcy court from imposing those sanctions.  In
contrast, the district court had criminal contempt powers as set
forth in 18 U.S.C. Section 401 and as governed by Federal Rule of
Criminal Procedure 42.

The remainder of the bankruptcy proceedings continues to be
referred to the United States Bankruptcy Court for the Western
District of Washington.

The criminal contempt case is UNITED STATES TRUSTEE Plaintiff, v.
INSTITUTE OF PERSONAL WEALTH CREDIT COUNSELORS INTERNATIONAL,
GREGORY S. TIFT, and JENNIE LEE LANAHAN, Defendants, CASE NO.
C15-1028 RSM (W.D. Wash.).  The bankruptcy case is In Re: DUANE
ROWETT and REBECCA ROWETT, Debtors.

A full-text copy of Judge Martinez's July 29, 2015 order is
available at http://is.gd/b1htAUfrom Leagle.com.  

United States Trustee is represented by:

          Martin L Smith, Esq.
          Thomas Buford, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          700 Stewart Street Suite 5103
          Seattle, WA 98101
          Tel: (206) 553-2000
          Fax: (206) 553-2566


ENERGY FUTURE: DTC Appeals Denial of Stay-Applicability Motion
--------------------------------------------------------------
Delaware Trust Company, as indenture trustee to a series of 10%
first lien notes, appeals from the order issued by Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware denying the indenture trustee's
Stay-Applicability Motion filed in the adversary proceeding against
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc.

Judge Sontchi also granted summary judgment with prejudice to the
EFIH Debtors.  In his Findings of Fact and Conclusions of Law,
Judge Sontchi concluded that as the Debtors' estate and its
stakeholders would be greatly prejudiced by lifting the automatic
stay and the harm to the creditor cannot substantially outweigh the
harm to the Debtors' estate, under the totality of circumstances,
relief from the automatic stay is almost certainly unavailable,
regardless of the creditor's likelihood of success on the merits.

Delaware Trust Company is represented by:

          Norman L. Pernick, Esq.
          J. Kate Stickles, Esq.
          COLE SCHOTZ P.C.
          500 Delaware Avenue, Suite 1410
          Wilmington, DE 19801
          Telephone: (302)652-3131
          Facsimile: (302)652-3117
          Email: npernick@coleschotz.com
                 kstickles@coleschotz.com

             -- and --

          Warren A. Usatine, Esq.
          COLE SCHOTZ P.C.
          Court Plaza North
          Hackensack, NJ 07602
          Telephone: (201)489-3000
          Facsimile: (212)489-1536
          Email: wusatine@coleschotz.com

             -- and --

          Philip D. Anker, Esq.
          Charles C. Platt, Esq.
          WILMER CUTLER PICKERING
          HALE AND DORR LLP
          7 World Trade Center
          250 Greenwich Street
          New York, NY 10007
          Telephone: (212)230-8800
          Facsimile: (212)230-8888
          Email: Philip.Anker@wilmerhale.com
                 Charles.Platt@wilmerhale.com

             -- and --

          Dennis L. Jenkins, Esq.
          WILMER CUTLER PICKERING
          HALE AND DORR LLP
          60 State Street
          Boston, MA 02109
          Telephone: (617)526-6000
          Facsimile: (617)526-5000
          Email: Dennis.Jenkins@wilmerhale.com

             -- and --

          James H. Millar, Esq.
          DRINKER BIDDLE & REATH LLP
          1177 Avenue of the Americas
          41st Floor
          New York, NY 10036-2714
          Telephone: (212)248-3264
          Facsimile: (212)248-3141
          Email: James.Millar@dbr.com

             -- and --

          Todd C. Schiltz, Esq.
          DINKER BIDDLE & REATH LLP
          222 Delaware Ave., Suite 1410
          Wilmington, DE 19801-1612
          Telephone: (302)467-4200
          Facsimile: (302)467-4201
          Email: todd.schiltz@dbr.com

                   About Energy Future

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



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



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



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



As of Dec. 31, 2013, EFH Corp. reported 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.




EQUIPMENT ACQUISITION: Brandt, Charter Summary Judgment Bids Denied
-------------------------------------------------------------------
Judge Virginia M. Kendall of the United States District Court for
the Norther District of Illinois, Eastern Division, held that
neither William A. Brandt, Jr., as plan administrator for Equipment
Acquisition Resources, Inc., nor Charter Airlines, LLC, are
entitled to summary judgment, contrary to a bankruptcy court's
Proposed Findings of Fact and Conclusions of Law.

The Plan Administrator objected to the bankruptcy court's proposed
findings on the ground that the bankruptcy court relied on
statements for which Charter Airlines did not lay the proper
foundation and that constituted inadmissible hearsay in reaching
the conclusion that a genuine dispute existed as to whether EAR
received reasonably equivalent value from the transaction.

Judge Kendall held that both evidentiary objections relate to a
single statement in the affidavit of James Walker, Charter
Airlines' Chief Pilot and Director of Operations.  She notes that
in his affidavit, Walker stated "Player was constantly talking on
his cell phone for what appeared to be business purposes,
discussing financing, loans, and acquisitions."  She further held
that the fact that Walker overheard Player's apparently business
related conversations is relevant to the purpose of the flight and
the value EAR received.  Judge Kendall relates that the statements
were admitted to show that the passengers were engaged in business
activities while in flight, not for the truth of the statements
themselves.  She says that since the statements on which the
bankruptcy judge relied were admissible, the Plan Administrator's
objection is overruled.

With regard to Charter Airlines motion for summary judgment, Judge
Kendall held that a genuine dispute as to the extent to which
Charter Airlines gave value to EAR in operating the relevant
flights exists for the same reasons that there is a genuine dispute
as to whether EAR received a reasonably equivalent value.  She says
the Plan Administrator's affidavit states that the flights in
question had no business purpose and EAR received no value and
Walker's affidavit states otherwise.  Judge Kendall held that the
dispute is material.  She says that if the plan administrator is
correct that EAR did not receive a reasonably equivalent value,
then EAR will be successful in its avoidance of the transaction and
the protection of Section 548(c) of the Bankruptcy will be
unavailable to Charter Airlines.  She further says that if EAR
received some, but less than reasonably equivalent value, Section
548(c) will determine the extent to which Charter Airlines is
protected.  Judge Kendall says that on remand, the bankruptcy court
should determine the extent to which Charter Airlines gave value to
EAR because Charter Airlines is protected only "to the extent that
it gave value to the debtor."

The case is WILLIAM A. BRANDT, JR. not individually but solely in
his as plan administrator of Equipment Acquisition Resources, Inc.,
Plaintiff, v. CHARTER AIRLINES, LLC, Defendant, No. 14 C 5102.

A full-text copy of Judge Kendall's Memorandum Opinion and Order
dated August 12, 2015, is available at http://is.gd/5irrcWfrom
Leagle.com.

William A. Bradt, Jr. is represented by:

          George P. Apostolides, Esq.
          Kevin H. Morse, Esq.
          ARNSTEIN & LEHR LLP
          120 South Riverside Plaza
          Suite 1200
          Chicago, IL 60606
          Email: gpapostolides@arnstein.com
                 khmorse@arnstein.com

Charter Airlines LLC is represented by:

          Benjamin Eli Haskin, Esq.
          ARONBERG GOLDGEHN
          330 N. Wabash Avenue
          Suite 1700
          Chicago, Illinois 60611
          Email: bhaskin@agdglaw.com

             -- and --
          
          Brianna Marie Sansone, Esq.
          TAFT STETTINIUS & HOLLISTER, LLP
          111 East Wacker
          Suite 2800
          Chicago, IL 60601
          Email: bsansone@taftlaw.com

               About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.


EXCEL TRUST: Moody's Cuts Senior Unsecured Rating to Ba2
--------------------------------------------------------
Moody's Investors Service downgraded Excel Trust L.P.'s senior
unsecured rating to Ba2 from Baa3, as recent capital restructuring
transactions will materially weaken the REIT's credit profile
including the leverage metrics and unencumbered asset ratio. The
outlook revision reflects the potential for additional transactions
that may increase leverage and/or secured leverage and the
likelihood for a higher dividend payout as a privately owned
entity.

The following rating was downgraded and the outlook was revised to
negative

  Excel Trust L.P. -- senior unsecured rating to Ba2 from Baa3

RATINGS RATIONALE

Excel Trust LP's parent REIT entity, Excel Trust, Inc., merged with
BRE Retail Centers Holdings LP (BRE Retail), an affiliate of The
Blackstone Group L.P. The new owners have taken some significant
capital restructuring actions including the transfer of assets to a
newly created subsidiary, new mortgage loans, and retirement of the
REIT's credit facility. The firm's access to capital is largely
limited to its ability to obtain secured financing, and additional
investments by Blackstone.

Excel Trust has a high quality community, power and grocery
anchored shopping center portfolio mainly in Virginia, Florida,
Texas and Arizona. Prior to the transfer of the 12 assets to Excel
Trust B, the aggregate portfolio had 7.4 million square feet of
gross leasable space and was about 94% leased. The portfolio was
diversified in terms of tenant mix with the largest 10 tenants
accounting for only 21% of annualized base rent (ABR).

Proceeds from the new mortgage loans, Excel Trust has raised $54
million and Excel Trust B obtained a $495 million loan, were used
to pay down $100 million of senior unsecured debt, $116 million of
preferred stock, an existing $47 million mortgage and the
outstanding balance on the credit facility. The company has also
tendered for the rated senior unsecured notes, initially at par. If
a majority of the notes is tendered by the final deadline,
September 3, 2015, the covenants in the indenture can be amended to
provide more capital flexibility to the equity owners. The rating
outlook has been revised to negative due to the potential for
additional credit negative measures, including additional secured
leverage and a higher dividend payout.

Upward rating movement is unlikely given the material uncertainty
with the firm's future capital structure, operating dynamics and
the lack of diverse capital sources. Downward ratings pressure
could result from net debt/EBITDA remaining higher than 8.0x, fixed
charge below 2.2x and unencumbered asset ratio below 45%.

Excel Trust, Inc. (NYSE: EXL) is a retail focused real estate
investment trust (REIT) that has 26 assets with 4.5 million of
gross leasable area.


EXPERIENT CORP: Court Confirms Second Amended Plan
--------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for District
of Colorado confirmed debtor Experient Corporation's Second Amended
Plan of Reorganization and overruled the objections filed by John
T. Randall, et al., also known as the Randall Creditors, to the
Confirmation.

The Second Amended Plan provides, under the terms of an Asset
Purchase Agreement dated Sept. 25, 2014, Experient will sell all
assets, except cash on hand, accounts receivable, avoidance claims,
and legal claims in existence as of the closing, to McCarthy in
exchange for $50,000 cash and McCarthy's waiver of his unsecured
claim in the amount of $375,875 Experient will continue operations
until the APA closing occurs, at which time, Experient will cease
all business operations.  The APA requires the closing to take
place within three days after entry of a final and non-appealable
order confirming the Second Amended Plan.

The deadline to submit any such competing offers was May 1, 2015
(also the deadline to file objections to confirmation).  At trial,
William O'Neil testified no other offers of any kind were received
by Experient during the pendency of this Chapter 11 case.  Thus,
the proposed sale of the Purchased Assets to Robert McCarthy is the
only firm offer for consideration.

Further, the Second Amended Plan provides, upon confirmation, all
assets will be transferred to the Reorganized Debtor, which will in
turn transfer the Purchased Assets to McCarthy at closing.  The
Reorganized Debtor will retain any Remaining Assets, plus the
$50,000 proceeds from the sale of the Purchased Assets, less any
allowed Chapter 11 administrative expenses and plan trustee
expenses — the Second Amended Plan defines this amount as the
"Net Proceeds." Experient estimates Net Proceeds will be
approximately $112,000.  In addition, upon confirmation, Experient
proposes retaining David Wadsworth to serve as the "Plan Trustee"
charged with administering the Net Proceeds, pursuing any legal
claims, and paying all unsecured creditors holding allowed claims a
pro rata share of the Net Proceeds.

The Second Amended Plan designates the following four classes:

    (a) Class 1: Any claim of O'Neil, which the Court determined to
be inexistent as the Examiner's Report revealed that O'Neil owed
Experient money, "not the other way around."
          
     (b) Class 2: Allowed general unsecured claims, will divide the
Net Proceeds on a pro rata basis.
        
     (c) Class 3: Allowed unsecured claim of McCarthy. McCarthy  is
waiving his allowed $375,875.00 unsecured claim on two conditions:
1) the Second Amended Plan is confirmed; and 2) the closing under
the APA occurs.

     (d) Class 4: Holders of pre-petition equity interests in
Experient.  The holders of such claims will not receive a pro rata
share of the Net Proceeds unless all other allowed claims are paid
in full.  With an estimated $112,000.00 in Net Proceeds, after
payment of administrative claims and distributions to Class 2, it
appears no funds will be available for any distribution to Class
4.

Judge Romero held that the evidence before the Court shows the APA
and the Second Amended Plan provide a workable framework to
transition ownership while providing funds for distribution by the
Plan Trustee following closing.  He says that Experient, assuming
the status quo, will consummate the APA closing within the time
frame provided for under the APA and the Second Amended Plan. Judge
Romero concluded that the Court finds this requirement has been
satisfied, and the Second Amended Plan is feasible.

A full-text copy of Judge Romero's Order dated Aug. 12, 2015, is
available at http://is.gd/f3CE9Qfrom Leagle.com

Experient Corporation sought Chapter 11 protection (Bankr. D. Col.
Case No. 13-30169) on Dec. 9, 2013.  The Debtor tapped Jeffrey
Weinman, Esq., in Denver, as counsel.  The Debtor estimated $1
million to $10 million in assets and debt.



FAMILY CHRISTIAN: Sale of Assets to FCS Acquisition for $55M OK'd
-----------------------------------------------------------------
Christianity Daily reports that the Hon. John Gregg of the U.S.
Bankruptcy Court for the Western District of Michigan has approved
the insider sale of substantially all of Family Christian, LLC, et
al.'s assets to FCS Acquisition, LLC, for $55 million, after the
publishers and vendors to whom the Debtors owed the debt voted 162
to 7 in favor of the sale.

Citing Judge Gregg, Christianity Daily relates that the deal came
through as it gave the creditors more money than liquidation, while
giving vendors an uninterrupted scope for sale of their goods.
Christianity Daily says that supplier creditors could be paid about
a cent for each dollar product sold to the stores.

The deal amounts to huge write-offs by suppliers of books and other
products, the report states, citing Tyndale House Publishers
president Mark D. Taylor.  The report quoted him as saying, "The
most important part of the story is that the Family Christian
bookstore chain has survived the bankruptcy and will continue in
business."

The Court approved the sale transaction on Aug. 11, 2015.  The
Court conducted a hearing on Aug. 11 regarding confirmation of the
Debtors' third amended joint plan of liquidation dated as of July
13, 2015, and found that the Plan is confirmable, entering a
confirmation order in connection therewith.  The Plan provides for
a means of implementation by way of a sale pursuant to an asset
purchase agreement by and among the Buyer and the Debtors, whereby
the Debtors have agreed, among other things, to sell substantially
all of their assets to the Buyer and to assume and assign to the
Buyer certain executory contracts and unexpired leases of the
Debtors in connection with the sale transaction.  A copy of the
order is available for free at http://is.gd/faV1oH.

According to court documents filed on Aug. 10, 2015, creditors
voted to allow the Company to reorganize and remain open.  Lynde
Langdon at WORLD Digital relates that prior to the vote, the
Company worked out a settlement with a group of Christian
publishers and vendors whose inventory the Company held on
consignment.  WORLD Digital states that the settlement ensures the
vendors can get a portion of the proceeds from any future sales of
the disputed inventory.  

WORLD Digital says that Credit Suisse, to whom the Company owed $34
million, also dropped its objection to the plan after striking a
deal.  Court documents say that FC Special Funding, the senior
secured creditor for the Company, paid Credit Suisse $6 million to
take over its claim against the Company.

The Buyer emerged as the successful bidder in an auction that
commenced on May 21, 2015, and concluded on May 27, 2015.  The
Buyer submitted a going-concern bid which provides for, among other
things, (i) preservation of almost 3,000 jobs; (ii) guaranteed
payment of all administrative claims in full -- including,
post-petition claims and professional fees; (iii) assumption of
first lien debt; (iv) $42 million in guaranteed minimum
consideration, including $2.7 million in cash to remain in the
estates post-closing; and most importantly (v) a servicing partner
for over 6,500 trade vendors and other service providers.

Hilco Merchant Resources, LLC, and Gordon Brothers Retail Partners,
LLC -- with a liquidation bid in the amount of $43.9 million --
were chosen as the first backup bidder, and FC Special Funding,
LLC, became the 2nd backup bidder.  FC Special credit bid on
collateral in which it has a first lien and agreed to pay all
administrative claims in full.

FC Special supported the Buyer's bid, saying that the FCS
going-concern bid is a definitive proposal that provides for the
full assumption of FC Special's outstanding indebtedness.  FC
Special stated that it is prepared to provide the Buyer with
funding in the amount of up to $50 million to assist the Buyer with
the acquisition of the Debtors' assets and provide the Buyer with
appropriate financing to fund day-to-day operations.  

Daniel M. McDermott, the U.S. Trustee for Region 9, had objected to
the sale, questioning the Debtors' choosing of the Buyer and FC
Special as the highest and best bids.  The Buyer, the U.S. Trustee
claimed, was outbid by Gordon Brothers, and FC Special might have
been outbid by Great American.  "It should be noted that FCS
Acquisition is controlled by insiders or affiliates of Family
Christian, and FC Special Funding is either funded or controlled by
an insider or affiliate of Family Christian," the U.S. Trustee
stated.

The Debtors also explained that when they concluded the auction,
the highest liquidation bid was from the Hilco/GB joint venture,
while the highest and best bid, a going concern bid, was from the
Buyer.  The face amount of maximum value ascribed by the Debtors to
the Hilco/GB bid was $43,926,776, which represents the sum of the
Debtors' view of the "best case scenario" capped amount under the
agency agreement ($42,433,144) and the estimated remaining cash in
the estate at the end of the liquidation ($1,493,632), but remains
fraught with many areas of uncertainty and anticipated reductions
in value as a wind down liquidation would play out over
the next few months.  The amount of value for the Buyer's bid
ranges from a guaranteed minimum amount of $42 million to an
estimated high of $43,661,000, but with no caps of the dollar
amounts of assumed liabilities (with limited exception for
professional fees and expenses and wind down expenses).

The Official Committee of Unsecured Creditors had objected to the
sale, (i) to the extent the sale would result in the liquidation of
the assets and cessation of the Debtors' business, and (ii) to the
extent that any monies remaining in the estates in accordance with
the the Buyer, bid are specifically earmarked for Credit Suisse AG,
Cayman Islands Branch, as administrative agent and collateral agent
for the term lenders.

Credit Suisse objected to the distribution of proceeds in FC
Special's credit bid, and didn't consent to the sale of the term
loan collateral.  It also objected to the Buyer's bid, saying that
the Court shouldn't approve the transaction because it doesn't
maximize value to the estate, while the Hilco/GB bid is certain
because it is based on a guaranteed recovery for the Debtors'
inventory, which is based on the Debtors' own inventory and
merchandise count.

FC Special responded to Credit Suisse's objection, saying, "First,
the only plausible reading of the intercreditor agreement manifests
the term lenders' consent to Special Funding's modified
credit bid and prohibits the opposition Credit Suisse has filed.
Second, the notion that liabilities assumed pursuant to the credit
bid constitute 'proceeds' is not supported and entirely unfounded.
Third, Special Funding's Credit Bid and proposed sale agreement is
not a 'de facto' (or sub rosa) plan calling for a distribution of
the Debtors' assets (or their proceeds) to creditors junior to the
term lenders."

On June 18, 2015, the Court denied the sale motion.  The Court
ruled that in the event the Debtors elect to reopen the auction in
accordance with the memorandum decision, the Debtors will file and
serve on all notice parties a statement of their intention to
reopen the auction.  Any reopened auction would be conducted by no
later than July 2, 2015.

The sale motion also met objections from, among others: (i) Henrico
County, Virginia; (ii) Bexas County, Dallas County, City of Frisco,
Hidalgo County, Hunt County and McLennan County; (iii) landlords,
which include, among others, Danville Mall, LLC, Los Banos Gravel
Co., Inc., and RPAI Southwest Management LLC and RPAI US Management
LLC, as managing agent for various landlords; (iv) Gelco
Corporation dba GE Fleet Services; (v) World Vision USA; (vi)
Velcor Leasing, Inc.; and (vii) consignment vendors Anchor
Distributors (Whitaker Corporation), Angel Star Inspired Products,
Inc., Brownlow Gifts, Daywind, Destiny Image, Dexsa Company, Send
the Light and Swanson Christian Products; and (viii) Bridgestone
Multimedia Group/Alpha Omega Publications.

Credit Suisse is represented by:

      Sidley Austin LLP
      Jennifer C. Hagle, Esq.
      Gabriel R. MacConaill, Esq.
      555 West Fifth Street
      Los Angeles, California 90013
      Tel: (213) 896-6000
      Fax: (213) 896-6600

              and

      Foster, Swift, Collins & Smith, PC
      Scott H. Hogan, Esq.
      Laura J. Genovich, Esq.
      1700 E. Beltline Avenue, NE, Suite 200
      Grand Rapids, MI 49525
      Tel: (616) 726-2207
      Fax: (616) 726-2299

FC Special is represented by:

      Thompson Hine LLP
      Scott B. Lepene, Esq.
      3900 Key Center
      127 Public Square
      Cleveland, OH 44114-1291)
      Tel: (216) 566-5520 (Direct)
      Fax: (216) 566-5800
      E-mail: scott.lepene@thompsonhine.com

              and

      Thompson Hine LLP
      John F. Isbell, Esq.
      3560 Lenox Road, Suite 1600
      Atlanta, Georgia 30326
      Tel: (404) 541-2913 (Direct)
      Fax: (404) 541-2905
      E-mail: john.isbell@thompsonhine.com

              and

      Rayman & Knight
      Steven L. Rayman, Esq.
      141 E. Michigan Avenue, Suite 301
      Kalamazoo, MI 49007
      Tel: (269) 345-5156

                     About Family Christian

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

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

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

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


FARA SAN MARTINO: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Fara San Martino LLC
        8575 Aero Drive
        San Diego, CA 92123

Case No.: 15-05479

Type of Business: Single Real Estate

Chapter 11 Petition Date: August 20, 2015

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Louise DeCarl Adler

Debtor's Counsel: Ronald F. Woods, Esq.
                  RONALD F. WOODS & ASSOCIATES
                  225 Broadway, Ste. 1900
                  San Diego, CA 92101
                  Tel: (619) 236-9069
                  Fax: (619) 236-8738
                  Email: rfwesq79@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1 million to $10 million

The petition was signed by John Devlin, managing member.

List of Debtor's five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of The West                                       $1,809,861
PO BOX 515274
Los Angeles, CA 90051-6574

Best Alliance                                          $1,809,861
16133 Ventura Blvd. Suite 700
Encino, CA 91436

CDC Small Business Finance                             $1,399,972
2448 Historic Decatur Ste. 200
San Diego, CA 92106

Liberty Mutual Insurance                                   $2,359

Sunset Equity Partners LLC                             $1,809,861
6003 Compton Avenue
Los Angeles, CA 90001


FITNESS INT'L: S&P Revises Outlook to Positive & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Irvine, Calif.-based Fitness International LLC to
positive from stable and affirmed all ratings, including its 'B'
corporate credit rating, on the company.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured credit facility.  The recovery rating
remains '3', indicating S&P's expectations for meaningful (50%-70%;
higher half of the range) recovery for lenders in the event of a
payment default.

"The positive outlook reflects the company's better-than-expected
operating performance in the first half of 2015 due to the
successful ramp of recent club openings, as well as modest
improvements in member spending levels, collections, and
attrition," said Standard & Poor's credit analyst Shivani sood.

"Because of this and good anticipated consumer spending growth, we
raised our base-case forecast for EBITDA through 2016 and believe
that Fitness International could sustain operating lease-adjusted
debt to EBITDA below our 5.5x threshold for a one-notch higher
rating," she added.

S&P's corporate credit rating on the company reflects S&P's
assessment of the company's business risk profile as "fair" and its
financial risk profile as "highly leveraged," as defined in S&P's
criteria.

S&P's assessment of Fitness International's business risk profile
reflects the competitive operating environment, low barriers to
entry, and high levels of customer attrition inherent in the
fitness club industry.

S&P's view of the company's financial risk profile reflects S&P's
expectation for operating lease-adjusted debt to EBITDA to be in
the 5x area in 2015.  S&P expects this measure to improve to the
high-4x area in 2016.  However, the assessment currently remains
"highly leveraged" given the potential volatility over the economic
cycle.

The positive outlook reflects S&P's belief that the company could
sustain operating lease-adjusted debt to EBITDA below S&P's 5.5x
threshold for a one-notch higher rating, incorporating EBITDA
volatility over the economic cycle and the potential for leverage
capacity to be used to return capital to shareholders in some form,
including the possibility the company could partially redeem
remaining owners' equity stakes.

S&P would consider a one-notch upgrade if it is confident that
operating lease-adjusted debt to EBITDA would remain below 5.5x. An
upgrade would also depend on S&P's belief that management would
size future expansion and potential shareholder returns plans in a
manner that would sustain adjusted leverage under this threshold.

S&P could revise the outlook to stable if it believed the company
would sustain operating lease-adjusted debt to EBITDA above 5.5x.
This could occur if the company has weaker-than-anticipated
operating performance or there is some other leveraging event.
Although unlikely, S&P could lower the ratings if EBITDA coverage
of interest expense declines to 1.5x as a result of operating
performance that underperforms S&P's expectations or a leveraging
transaction.



FRAC SPECIALISTS: Court Approves Dykema Cox as Committee Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Frac Specialists,
LLC, et al. sought and obtained permission from the Hon. Michael D.
Lynn of the U.S. Bankruptcy Court for the Northern District of
Texas to retain Dykema Cox Smith as counsel to the Committee, nunc
pro tunc to May 29, 2015.

The Committee requires Dykema Cox to:

   (a) assist the Committee in carrying out its duties, rights and

       obligations under the Bankruptcy Code and applicable
       Bankruptcy Rules;

   (b) advise the Committee of their responsibilities to the
       unsecured creditor body and to direct necessary
       communications with the Debtors, including attendance at
       meetings and negotiations with the Debtors and other
       secured and unsecured creditors, their counsel, and other
       parties-in-interest;

   (c) advise the Committee concerning cash collateral usage,
       post-petition financing, and negotiations with the Debtors,

       their secured creditors and other parties in interest on
       such related issues;

   (d) assist the Committee in analyzing proposed transactions
       regarding sales of all or any part of the Debtors' assets;

   (e) take all necessary action to protect and preserve the
       assets of the Debtors' estates, including the prosecution
       of actions on behalf of the Committee or the Estates, the
       defense of any actions commenced against the Debtors or
       their estates, negotiations concerning all litigation in
       which the Debtors are a party or hereafter are a party,
       and, where necessary, objections to claims filed against
       the Estates;

   (f) prepare on behalf of the Committee all motions,
       applications, answers, orders, reports, and other legal
       papers and documents necessary to represent the unsecured
       creditor body during the administration of the Estates;

   (g) advise the Committee and, as necessary consulting with the
       Debtors and other interested parties, in the preparation of

       a plan and accompanying disclosure statement, any
       amendments to the plan or disclosure statement, any related

       agreements and documents, and take any necessary action on
       behalf of the Estates to obtain confirmation of a plan
       serving the best interests of the estates and their
       unsecured creditors;

   (h) appear before this Court and any state courts and appellate

       courts, as necessary, on behalf of the Committee or the
       Debtors' bankruptcy estates to protect the interests of the

       estates and their unsecured creditors before such courts;
       and

   (i) perform all other legal services and providing all other
       legal advice to the Committee in connection with the
       Bankruptcy Cases as may be required or necessary.

Dykema Cox will be paid at these hourly rates:

       Mark E. Andrews, Member         $375
       Aaron M. Kaufman, Member        $365
       Deborah Andreacchi, Paralegal   $190

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

Mark E. Andrews, member of Dykema Cox, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Dykema Cox can be reached at:

       Mark E. Andrews, Esq.
       DYKEMA COX SMITH
       201 Elm Street, Ste. 3300
       Dallas, TX 75270
       Tel: (214) 698-7800
       Fax: (214) 698-7899
       E-mails: mandrews@dykema.com

                      About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.  

On May 27, 2015, the Court directed the joint administration of the
cases.  The Debtors disclosed $61,675,313 in assets and $57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.

The U.S. Trustee appointed five creditors to serve on an
official committee of unsecured creditors.  The Committee is
represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq.,
at Dykema Cox Smith.


FRED FULLER: Agrees to $25K Purchase Price of 3 Vehicles
--------------------------------------------------------
The United States Bankruptcy Court District of New Hampshire
approved a stipulation between Frederick J. Fuller Oil & Propane
Co. and Rymes Heating Oils under which the Order on the Sale Motion
is amended to provide that the Debtor is authorized to sell three
vehicles to for a total purchase price of $25,100.

The Debtor will pay to Rymes $2,550, which, after applying the
$10,000 amount owed on account of the assignment of the Patriots
Season tickets, is 50% of the sale proceeds.

The parties also effectively reserved and retained any and all
causes of action, equitable and statutory rights and other claims
of any and every nature whatsoever which they have, may have or
might hereafter have against each other under the asset purchase
agreement and/or breaches thereof and defaults thereunder and all
remedies therefor, except for those expressly compromised and
settled by this and earlier orders of the Court, and that no action
taken in compliance with the order or anything else done or omitted
to be done in connection herewith constitutes or is intended to
constitute a discharge, release or relinquishment of any of the
their reserved claims.

                       About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co.,
Inc.,
the largest heating oil company in the state, serving
about
30,000 
New Hampshire customers.  It sought Chapter 11
protection
(Bankr.
D. N.H. Case No. 14-12188) in Manchester, New
Hampshire,
on Nov.
10, 2014, without stating a reason.  It estimated
$10
million to 
$50 million in assets and debt.  The Nov. 10,
2014
court filing 
shows that the Debtor has about $13.5 million
in
debts.  Jeremy
 Blackman at Concord Monitor reports that the
Debtor owes more than
 $276,000 to Harvard Pilgrim Health
Care
and nearly $94,000 to the
city of Laconia and the towns of
Hudson, Milford and Northfield.



According to Concord Monitor, the bankruptcy case was initially

filed on Nov. 10 under Chapter 7, but that has since
been
terminated and replaced with a Chapter 11 restructuring
proposal.



William S. Gannon, Esq., at William S. Gannon PLLC, in
Manchester,
serves as counsel to the Debtor.  Fredrick J.
Fuller,
the 
president, signed the bankruptcy
petition.



On Feb. 12, 2015, the Office of the United States Trustee
appointed
an Official Committee of Unsecured Creditors.  The Committee
selected Brinkman Portillo Ronk, APC, as its counsel with
Deming

Law Office acting "of counsel."



GORDON PROPERTIES: Seeks Transfer of $1.5-Mil. in Sale Proceeds
---------------------------------------------------------------
Gordon Properties, LLC, and its debtor affiliates ask the United
States Bankruptcy Court for the District of Virginia to modify its
order regarding the proceeds of the sale of Street-Front Unit.

The Debtor asks that its counsel, Odin Feldman & Pittleman PC, be
authorized to transfer from the Proceeds Escrow to Gordon
Properties' debtor-in-possession account a total of $1,500,000, to
be used by the Debtor as follows: (a) $530,000 to pay principal and
accrued interest on the Third Line; (b) $490,000 to pay principal
and accrued interest on the Fourth Line; and (c) $480,000 to pay
the cost of improvements to the Units
and the storage spaces.

Donald F. King, Esq., at Odin Feldman & Pittleman PC, in Reston,
Virginia, explains that the members of Gordon Properties have met
and agreed upon the plan to pay the Third and Fourth Lines prior to
dismissal of the case and to allow Gordon Properties to pay the
First and Second Lines following dismissal. Consequently, all
administrative expenses will have been paid in full prior to
dismissal, with the exception of the balance due on the First and
Second Lines, both of which remain fully secured by deeds of trust
encumbering Gordon Properties' condominium units, Mr. King adds.

The Hearing on the motion is scheduled for Sept. 9, 2015, at 11:00
AM.

The Debtors are represented by:

          Donald F. King, Esq.
          ODIN FELDMAN & PITTLEMAN PC
          1775 Wiehle Avenue, Suite 400
          Reston, Virginia 20190
          Tel: 703-218-2116
          Fax: 703-218-2160
          Email: donking@ofplaw.com

                       About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium
units in The 4600 Condominium, a high-rise apartment building with
both residential and commercial units.  Gordon Properties'
ownership of these condos represents about a 20% interest in the
Forty Six Hundred Condominium project -- http://foa4600.org/-- in
Alexandria.  Gordon also owns all of the equity of a subsidiary,
Condominium Services, Inc., which operates as a condominium
management company.

Gordon Properties is owned by related family members, Bryan Sells,
Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay
Wilson and Julia Langdon.  The company was created in 2002 to take
title to the Condo Units which had been held in a trust that was
created under the will of Bryan Gordon following his death.  Bryan
Gordon was the grandfather of the four members of the Debtor.

Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald
F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va.
Gordon Properties disclosed $11.1 million in assets and $1.56
million in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010.  It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.
The association filed a proof of claim asserting a claim of
$453,533.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GULFMARK OFFSHORE: Moody's Cuts Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded GulfMark Offshore
Inc.'s Corporate Family Rating (CFR) to B3 from Ba3, Probability of
Default Rating (PDR) to B3-PD from Ba3-PD, and senior unsecured
notes to Caa1 from B1. In addition, the Speculative Grade Liquidity
(SGL) Rating was lowered to SGL-3 from SGL-2 and the rating outlook
was changed to negative from stable.

"GulfMark's rating downgrades were driven by the sharp decline in
its earnings through 2015 and the rapid deterioration in its credit
metrics," said Sreedhar Kona, Moody's Senior Analyst. "The negative
outlook reflects our expectation of further deterioration through
2016 due to weak demand outlook in the oilfield services sector."

Downgrades:

Issuer: GulfMark Offshore Inc.

  Corporate Family Rating, Downgraded to B3 from Ba3

  Probability of Default Rating, Downgraded to B3-PD from Ba3-PD

  Senior Unsecured Notes due 2022, Downgraded to Caa1 (LGD4) from
B1 (LGD4)

  Speculative Grade Liquidity (SGL) Rating, Lowered to SGL-3 from
SGL-2

Outlook Actions:

Issuer: GulfMark Offshore Inc.

  Outlook, Changed to Negative from Stable

RATINGS RATIONALE

The downgrade of GulfMark's Corporate Family Rating (CFR) to B3
from Ba3 is primarily driven by the sharp decline in cash flow
generation due to poor demand for oil field services at least
through 2016. With no immediate signs of a commodity price recovery
or a meaningful increase in 2016 upstream capital budgets,
GulfMark's debt to EBITDA ratio will increase to above 11.0x by
yearend 2015 and escalate further by yearend 2016, as the company's
EBITDA drops further below the 2015 EBITDA. Gulfmark's Debt to
EBITDA ratio was above 5.0x as of June 30, 2015. Although the
company has been able to amend its covenant requirements under its
senior secured credit facilities, the outlook for 2016 leaves very
little covenant cushion. The company's ratings benefit from its
high-quality fleet of vessels, good market position and strong
geographic diversification, however they are constrained by the
company's deepwater focus and the current negative outlook for the
deepwater sector.

The Caa1 rating on GulfMark's $500 million of senior unsecured
notes due 2022 reflects their subordination to the $200 million
senior secured revolving credit facility (Multicurrency Facility
Agreement) due 2019 and the NOK 600 Norwegian senior secured
revolving credit facility (Norwegian Facility Agreement) due 2017,
and their priority claims to certain of the company's assets. The
combined size of these revolver facilities relative to GulfMark's
outstanding senior unsecured notes results in the notes being rated
one-notch below the B3 CFR.

GulfMark will have adequate liquidity through 2016, as indicated by
the SGL-3 Speculative Grade Liquidity Rating. At June 30, 2015,
GulfMark had $78.4 million of cash, $126.4 million of availability
under its $200 million revolving credit facility ($72 million of
borrowings and $1.6 million of letters of credit outstanding) and
NOK600 (approximately $76.4 million) fully available under its
Norwegian senior secured revolving credit facility. For the full
year 2015, GulfMark's cash interest will be approximately $31
million and capital spending of approximately $42 million. We
expect the company to either rely on the existing cash on the
balance sheet or borrowings under the revolving credit facility to
meet its cash needs, as the EBITDA generated through 2015 may not
be sufficient. There are a multitude of financial maintenance
covenants under the Multicurrency Facility and the Norwegian
Facility. The Multicurrency Facility has a capitalization ratio
requirement of 50%, an interest coverage ratio that loosens from
3.0x as of June 30, 2015 to 1.0x for all four quarters of 2016, a
collateral to debt ratio of 175%, a collateral to commitments ratio
which steps down from 150% in September 2015 to 125% in December
2015, and a minimum liquidity test of $50 million. The Norwegian
Facility has the same capitalization ratio and interest coverage
ratio tests as the Multicurrency facility, and in addition an
aggregate loans to fleet market value of 150%, for the vessels
securing the facility. Due to the expected decline in cash flow,
the company's covenant cushion under the interest coverage covenant
is very low through 2016. The company has 61% of its fleet not
pledged as collateral to the secured facilities and the potential
sale of some assets moderately accounts for alternate liquidity
sources.

The negative outlook reflects the likelihood for still weaker
financial performance through 2016.

A downgrade could occur if the company's earnings deteriorate,
eroding the covenant cushion, or if liquidity drops below $175
million which must include a minimum of $50 million cash.

Ratings are not likely to be upgraded at least through 2016, given
the weak demand outlook and softness in the oilfield services
sector. Should a rise in utilization rates and dayrates contribute
to debt to EBITDA ratio appearing to be sustainable below 5.0x,
combined with good liquidity, GulfMark's ratings could be
upgraded.

GulfMark owns and operates a fleet of marine offshore support
vessels (OSVs), which provide support and transportation services
for the offshore oil and gas industry.


GULFPORT ENERGY: S&P Hikes Corp Credit Rating to B+, Outlook Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Oklahoma City-based Gulfport Energy Corp. to 'B+' from
'B'.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on the
company's senior unsecured debt to 'B+' from 'B'.  The recovery
rating remains '4', indicating S&P's expectation of average (30% to
50%) recovery in the event of default.  S&P's recovery expectations
are in the lower half of the 30% to 50% range.

"The upgrade on Gulfport Energy reflects our assessment of the
company's production growth in the Utica shale and the company's
improved ability over the past several quarters to meet its public
operating guidance," said Standard & Poor's credit analyst Stephen
Scovotti.

While Gulfport fell short of public production forecasts in 2013
and the first half of 2014, the company has been meeting its public
guidance recently.  S&P now assess the company's management and
governance as "fair."

The ratings on Gulfport reflect S&P's view of its geographic
concentration in the Utica shale, as well as its aggressive capital
spending over the past few years, which S&P expects to continue at
more moderate levels.  The ratings also reflect S&P's view of the
volatility and capital-intensive nature of the oil and gas E&P
industry.  These weaknesses are partially buffered by its
significant growth potential in the Utica shale and the company's
willingness to fund capital spending and acquisitions with equity
issuance.  S&P characterizes Gulfport's business risk as
"vulnerable," its financial risk as "significant," and its
liquidity as "adequate."

The stable outlook reflects S&P's expectation that the company will
continue to increase production in the Utica shale, while
maintaining FFO to debt of close to 30% in 2015.  In 2016, S&P
expects credit measures to improve compared with 2015 levels.

S&P could lower the rating if FFO to debt fell below 20% on a
sustained basis or if S&P viewed liquidity as "less than adequate."
S&P believes this could occur if production is less than its
expectation for several quarters of if the company makes a
debt-funded acquisition.

S&P could consider an upgrade due to an improvement in the
company's business profile, while maintaining FFO/debt of greater
than 20%.  This could occur if the company continues to increase
production and reserves in the Utica shale, while funding
acquisitions and capital spending in a conservative manner.



HERCULES OFFSHORE: Chapter 11 Cases Jointly Administered
--------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware entered on Aug. 14, 2015, an order directing
joint administration of the Chapter 11 cases of Hercules Offshore,
Inc.; Cliffs Drilling Company; Cliffs Drilling Trinidad L.L.C.; FDT
LLC; FDT Holdings LLC; Hercules Drilling Company, LLC; Hercules
Liftboat Company, LLC; Hercules Offshore Services LLC; Hercules
Offshore Liftboat Company LLC; HERO Holdings, Inc.; SD Drilling
LLC; THE Offshore Drilling Company; THE Onshore Drilling Company;
TODCO Amerias Inc.; and TODCO International Inc., under Lead Case
No. 15-11685.

                      About Hercules Offshore

Headquartered in Houston, Hercules Offshore, Inc. --
http://www.herculesoffshore.com/-- operates a fleet of 27 jackup
rigs, including one rig under construction, and 21 liftboats. The
Company offers a range of services to oil and gas producers to meet
their needs during drilling, well service, platform inspection,
maintenance, and decommissioning operations in several key shallow
water provinces around the world.

On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S.
Bankruptcy Court for the District of Delaware.  The cases are
pending before the Honorable Kevin J. Carey.

The Debtors on the Petition Date filed a pre-packaged Chapter 11
plan that would convert $1.2 billion of outstanding senior notes to
96.9% of new common equity.  A hearing will be held on Sept. 24 to
consider approval of the explanatory Disclosure Statement and
confirmation of the Debtors' Prepackaged Chapter 11 Plan of
Reorganization.  

The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols,
Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general
corporate counsel; Lazard Freres & Co. LLC, as investment banker,
Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC,
as claims and noticing agent.

The Steering Group of Holders of Senior Notes is represented by
Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael
S. Stamer, Esq.

HERO disclosed $546 million in assets and $1.306 billion in debt as
of Aug. 11, 2015.


HERCULES OFFSHORE: Court Okays Prime Clerk as Claims Agent
----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the employment of Prime Clerk LLC
as Hercules Offshore, Inc., et al.'s claims and noticing agent.

Prime Clerk will, among other things, (i) distribute required
notices to parties in interest, (ii) receive, maintain, docket and
otherwise administer the proofs of claim filed in the Debtors'
Chapter 11 cases and (iii) provide other administrative services --
as required by the Debtors -- that would fall within the purview of
services to be provided by the Clerk's office.

The Debtors estimated that there are in excess of 5,000 creditors
in these Chapter 11 cases, many of them are expected to file proofs
of claim.  Receiving, docketing and maintaining of proofs of claim
would be unduly time consuming and burdensome for the Clerk.

Prime Clerk Doesn't hold an interest adverse to the Debtors or the
estates respecting the matters upon which it is to be engaged.

                      About Hercules Offshore

Headquartered in Houston, Hercules Offshore, Inc. --
http://www.herculesoffshore.com/-- operates a fleet of 27 jackup
rigs, including one rig under construction, and 21 liftboats. The
Company offers a range of services to oil and gas producers to meet
their needs during drilling, well service, platform inspection,
maintenance, and decommissioning operations in several key shallow
water provinces around the world.

On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S.
Bankruptcy Court for the District of Delaware.  The cases are
pending before the Honorable Kevin J. Carey.

The Debtors on the Petition Date filed a pre-packaged Chapter 11
plan that would convert $1.2 billion of outstanding senior notes to
96.9% of new common equity.  A hearing will be held on Sept. 24 to
consider approval of the explanatory Disclosure Statement and
confirmation of the Debtors' Prepackaged Chapter 11 Plan of
Reorganization.

The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols,
Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general
corporate counsel; Lazard Freres & Co. LLC, as investment banker,
Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC,
as claims and noticing agent.

The Steering Group of Holders of Senior Notes is represented by
Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael
S. Stamer, Esq.

HERO disclosed $546 million in assets and $1.306 billion in debt as
of Aug. 11, 2015.


HMK MATTRESS: S&P Raises Corp Credit Rating to 'B', Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hicksville, N.Y.-based HMK Mattress Holdings LLC to 'B'
from 'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's term loan to 'B' from 'B-'.  The '3' recovery rating
remains unchanged, and reflects S&P's expectation for meaningful
recovery in the event of a payment default at the lower end of the
50% to 70% range.  S&P do not rate the company's revolver.

"The upgrade reflects a turnaround from weaker 2014 results after
the company successfully executed its enhanced national marketing
strategy under a new chief marketing officer.  We also expect
continued store growth in the coming year," said credit analyst
Diya Iyer.  "Players including Mattress Firm continue to
aggressively grow through acquisitions and the industry is becoming
increasingly competitive thanks to attractive product margins, with
new entrants ranging from home improvement to off-price retailers.
However, we believe Sleepy's will continue to grow its market
share, including in newer areas like Chicago, through enhanced
inventory management and utilization of a large new distribution
center in Illinois."

The outlook on HMK is stable.  S&P expects operational improvement
and debt reduction to result in enhanced credit measures over the
next year, but increased competition in the industry and ability to
sustain recent performance improvements remain key risk factors.

S&P could lower the rating if the company's interest coverage ratio
approaches 2.0x, which could occur if sales decline by a low- to
mid-single-digit percent rate and gross margin falls 200 bps from
expectations.  It could also occur if SG&A costs grow at a
double-digit percent rate compared with the current
high-single-digit rate.  In this scenario, EBITDA would decline
30%.

S&P could raise the rating if sales increase in the 20% range and
gross margin improves more than 100 bps in the coming year,
resulting in leverage in the low-3.0x area and coverage in the 4.0x
area.  S&P don't believe the company would be able to undertake an
aggressive transaction such as a large debt-funded dividend or
acquisition and continue generating stable cash flow even after
this year's debt repayments.



HOLIDAY MARINAS: Vessels Must Be Removed From Marina by Nov. 30
---------------------------------------------------------------
The deadline for boats and barges to be removed from the Pier
36/Lake Belton Marina has been extended to Nov. 30, 2015, from
Sept. 8, 2015, Deborah McKenon at Temple Daily Telegram reports,
citing Clay Church, U.S. Army Corps of Engineers' Fort Worth
District office spokesperson.

Temple Daily relates that Jeff Lagow, owner of the Pier 36/Lake
Belton Marina, had filed a temporary restraining order to stop the
Corps from forcing boats and barges to leave the marina by the
Sept. 8 deadline set by the Corps, and discontinue efforts that
would devalue the marina's assets.

According to Temple Daily, the Corps is continuing the process to
find a new marina operator for the area currently occupied by the
marina.  The report says that a new marina leaseholder is expected
to be selected by Sept. 4, 2015.

As reported by the Troubled Company Reporter on Aug. 21, 2015, Mr.
Lagow turned to Chapter 11 bankruptcy to be able to sell the assets
of the marina to one of two prospective buyers -- H&H Marina, as
the stalking horse bidder; and Frank Smith's Inc., as the backup
bidder.  Court filings state that Frank Smith and H&H Marina valued
the assets at $1.5 million, but that if the Corps continues to
"destroy the value of the marina assets," the Debtor will receive
little to nothing in exchange for the assets.

Headquartered in Dallas, Texas, Holiday Marinas, Incorporated,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case
No. 15-33301) on Aug. 11, 2015, estimating its assets at between $1
million and $10 million and liabilities at between $100,000 and
$500,000.  The petition was signed by Jeff Lagow, president and
owner of the Pier 36/Lake Belton Marina.

Judge Stacey G. Jernigan presides over the case.

Rakhee V. Patel, Esq., at Shackelford, Melton, McKinley & Norton
LLP, serves as the Company's bankruptcy counsel.


INTERFACE INC: S&P Affirms Then Withdraws 'BB+' CCR
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all of its
ratings on Interface Inc., including its 'BB+' corporate credit
rating.  S&P then withdrew its corporate credit rating, issue-level
ratings, and recovery ratings at the company's request.

The affirmation and withdrawal follow Interface's request that S&P
withdraw all of its ratings on the company following the redemption
of all its senior notes.



LA HABRA RDA SUCCESSOR: Moody's Hikes 2000 TABs Ratings From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded to Baa2 from Ba1 the Successor
Agency to the City of La Habra Redevelopment Agency, California's
2000 Tax Allocation Bonds.

On June 24, 2015, in connection with the release of our Tax
Increment Debt methodology, we placed the ratings for nearly all
California tax allocation bonds (TABs) on review for upgrade,
including this successor agency's (SA) TABs. This rating action
completes our review for this SA.

Three years into the post-dissolution process, the administrative
risks related to the payment of debt service have significantly
lessened. So, we are now placing greater weight on the fundamental
project area characteristics and some of the positive features of
the dissolution legislation, including the closed lien status of
the debt and the availability of the 20% of tax increment revenues
previously restricted for use on affordable housing to pay debt
service.

SUMMARY RATING RATIONALE

The upgrade to Baa2 primarily reflects the successor agency's
strong debt service coverage by tax increment revenues and the
city's moderate socioeconomic measures. The rating also
incorporates the project area's relatively small but growing tax
base and high taxpayer concentration.

The rating factors in the SA's successful adaptation to post
dissolution processes and administrative procedures and our
expectation that this will continue. The rating also incorporates
our generally positive assessment of the implementation of the
legislation that dissolved redevelopment agencies (RDAs) by most
successor agencies over the last three years, leading to timely
payment of debt service on California TABs.

In 2012, state legislation dissolved all California RDAs, replacing
them with "successor agencies" to serve as fiduciary agents.
Dissolution effectively changed the flow of funds and processes
around the payment of debt service on TABs. Tax increment revenue
is placed in trust with the county auditor-controller, who makes
semi-annual distributions of funds sufficient to pay debt service
on TABs and other "enforceable obligations" approved by the state.

OUTLOOK

Outlooks are generally not applicable for local government credits
with this amount of debt outstanding.

WHAT COULD MAKE THE RATING GO UP

-- Sizable increase in incremental assessed value of the project
    area, leading to greater debt service coverage

WHAT COULD MAKE THE RATING GO DOWN

-- Protracted decline in assessed value

-- Erosion of debt service coverage by tax increment revenues

-- State administrative or legislative changes that create
    uncertainty as to the timely payment of scheduled debt service

OBLIGOR PROFILE

The SA is a separate legal entity from the City of La Habra. The SA
is responsible for winding down the operations of the former RDA,
making payments on state approved "enforceable obligations" and
liquidating any unencumbered assets to be distributed to other
local taxing entities.

LEGAL SECURITY

The legal security for the project area is tax increment revenue
net of senior pass-through obligations.

While not legally pledged, the dissolution laws permit the TABs to
be paid from all available monies in the Redevelopment Property Tax
Trust Fund, after payment of senior pass through payments and
certain administrative charges. This includes former housing
set-aside from tax increment revenues, at 20% of annual tax
increment revenues previously considered restricted as housing
set-asides.

The SA is responsible for notifying the county auditor-controller
of any shortfall in TI revenue expected to be deposited in the
RPTTF needed for the payment of TAB debt service that would result
from the disbursal of the monies for subordinated pass-through
payments, so that the necessary subordination can be effected
through changes to the usual flow of funds.



LE CENTER, MN: Moody's Hikes Gen. Obligation Debt Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the City of Le
Center, MN's general obligation debt to Ba2 from Ba3. The Ba2
rating applies to $2.9 million of GO debt that carries a Moody's
rating. Concurrently, we have revised the outlook from positive to
stable.

SUMMARY RATING RATIONALE

The upgrade to Ba2 reflects the city's narrow, though significantly
improved financial position along with its long-range financial
management plan. The rating also incorporates the city's very high
debt burden, very small tax base, and relatively recent cash flow
challenges that have been somewhat mitigated by management's new
long-range financial planning.

OUTLOOK

The stable outlook reflects our expectation that the city's
financial profile will continue to improve while its debt burden
will remain high.

WHAT COULD MAKE THE RATING GO UP

-- A sustained discontinuation of reliance on cash flow borrowing

    for operations and debt service payments

-- Continued progress in rebuilding reserves and liquidity across

    all funds

-- Significant growth and diversification of the city's modestly
    sized tax base

WHAT COULD MAKE THE RATING GO DOWN

-- Failure to meet targeted reserves levels in projected time
    span

-- Weakening of the city's demographic profile or tax base

-- Inability to make debt service payments on time and in full

OBLIGOR PROFILE

The City of Le Center is located approximately 50 miles southwest
of the Minneapolis-St. Paul (both rated Aa1 stable) metropolitan
area and serves as the county seat of Le Sueur County. The city
covers 1.5 square miles and had a 2010 Census population of 2,499.

LEGAL SECURITY

Debt service on the bonds is secured by the city's general
obligation unlimited tax pledge and benefits from an ad valorem
property tax that is not limited by rate or amount.



LEE STEEL: Court Aprroves Ford Branded Vehicles Sale
----------------------------------------------------
Judge Marci McIvor of the United States Bankruptcy Court of the
Eastern District of Michigan, Southern Division, authorized Lee
Steel Corporation, et al., to sell Ford branded vehicles, free and
clear of liens, claims, interests, and encumbrances.

The Court approved a stipulation among the Debtors, The Huntington
National Bank, and the Official Committee of Unsecured Creditors
under which the parties agreed that the Sale Proceeds will be
remitted to Debtors' counsel to be held in trust until the time as
(i) the Debtors, Committee and Lender stipulate in writing as to
how the Sale Proceeds are to be distributed, (ii) the right of the
Committee to object to the liens of Lender expires (in which event
the Sale Proceeds shall be paid to Lender as permitted by and in
accordance with the terms of the DIP Order), or (iii) the Court
enters an order directing the distribution of the Sale Proceeds.
The parties agreed that the Debtors will not be required to obtain
the consent of the Committee prior to consummating any Sales, where
the price to be paid by a purchaser of any of the Vehicles is equal
to or more than the Market List Price.

                       About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on
April 13, 2015.  

The Hon. Marci B. McIvor presides over the cases.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

The U.S. Trustee for Region 9 appointed three creditors to serve
on
the official committee of unsecured creditors.  Conway
Mackenzie, Inc. serves as its financial advisor.


LEE STEEL: Court Aprroves Herr Voss Strand Extensioner Sale
-----------------------------------------------------------
Judge Marci McIvor of the United States Bankruptcy Court of the
Eastern District of Michigan, Southern Division, authorized Lee
Steel Corporation, et al., to sell a Herr Voss Strand Extensioner,
free and clear of liens, claims, interests and encumbrances.  Upon
the closing of the sale, the proceeds received by the Debtors from
the sale will be paid to Lender as permitted by and in accordance
with terms of the DIP Order.

                     About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on
April 13, 2015.  

The Hon. Marci B. McIvor presides over the cases.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

The U.S. Trustee for Region 9 appointed three creditors to serve
on
the official committee of unsecured creditors.  Conway
Mackenzie, Inc. serves as its financial advisor.


LEE STEEL: Has Court OK to Sell Wyoming Facility to Union Partners
------------------------------------------------------------------
Judge Marci McIvor of the United States Bankruptcy Court of the
Eastern District of Michigan, Southern Division, authorized Lee
Steel Corporation, et al., to sell substantially all of its assets,
including their fixed assets at the Wyoming Facility and their
working capital assets at the Romulus Facility, to Union Partners
I, LLC.

Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that Union Partners won the bidding for the Debtors'
Wyoming assets and working capital with a $23.6 million offer.

According to Union Partners, the Romulus operations will be
consolidated into the Wyoming facility and there will be no
interruption in service to Lee Steel's customers.  In addition, Lee
Steel intends to maintain distribution capabilities in the Detroit
area as a complement to its operations in Wyoming.

Lee Steel will be operated as a going-concern, top-tier service
center focused on a continuation and expansion of a 60+ year
history of unmatched quality and service to its customers.  "This
was an opportunity to add significant talent to our family of
companies; not only does Lee Steel have an exceptional staff, but
they arguably have some of the finest equipment and service
provided in Michigan.  We look forward to Lee Steel's bright future
and will continue to focus on the needs and services of Lee Steel's
customers," said Chris Hutter of Union Partners.

Judge McIvor ruled that proceeds from vehicles sold under the Union
Partners Sale Agreement will be free and clear of any and all
liens, claims, and encumbrances.  The Debtors' counsel will hold
the vehicle proceeds in the amount of $132,000 under the Union
Partners Sale Agreement in trust until the time as: (i) the
Debtors, Unsecured Creditors Committee, and Lender stipulate in
writing as to how the vehicle proceeds are to be distributed, (ii)
the right of the Unsecured Creditors Committee to object to the
liens of Lender expires (in which event the vehicle proceeds will
be paid to Lender as permitted by and in accordance with the terms
of the DIP Order), or (iii) the Court enters an order directing the
distribution of the vehicle proceeds.

Judge McIvor overruled and denied on the merits all objections to
the sale of substantially all of the Debtors' assets, including
objections raised by the Official Committee of Unsecured Creditors
and The Hungtington National Bank.

The Debtors are represented by:

          Stephen M. Gross, Esq.   
          Jayson B. Ruff, Esq.  
          Joshua A. Gadharf, Esq.   
          McDONALD HOPKINS PLC
          39533 Woodward Avenue
          Suite 318
          Bloomfield Hills, MI 48304
          Tel: (248) 646-5070
          Fax: (248) 646-5075
          Email: sgross@mcdonaldhopkins.com
                 jruff@mcdonaldhopkins.com
                 jgadharf@mcdonaldhopkins.com

             -- and --

          Manju Gupta, Esq.  
          McDONALD HOPKINS LLC
          600 Superior Avenue, E., Suite 2100
          Cleveland, OH 44114
          Tel: (216) 348-5400
          Fax: (216) 348-5474
          Email:mgupta@mcdonaldhopkins.com  

The Official Committee of Unsecured Creditors are represented by:

          Anthony J. Kochis, Esq.
          Scott A. Wolfson, Esq.
          Anthony J. Kochis, Esq.
          WOLFSON BOLTON PLLC
          3150 Livernois, Suite 275
          Troy, MI 48083
          Tel: (248) 247-7105
          Fax: (248) 247-7099
          Email: akochis@wolfsonbolton.com

The Hungtington National Bank is represented by:

          Steven G. Howell, Esq.
          Allison. R. Bach, Esq.
          DICKINSON WRIGHT PLLC
          500 Woodward Ave., Suite 4000
          Detroit, Michigan 48335
          Tel: (313) 223-3500
          Email: abach@dickinsonwright.com

                 About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on
April 13, 2015.  

The Hon. Marci B. McIvor presides over the cases.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

The U.S. Trustee for Region 9 appointed three creditors to serve
on
the official committee of unsecured creditors.  Conway
Mackenzie, Inc. serves as its financial advisor.


LEE STEEL: Sells Romulus Facility to Hilco for $14.0-Mil.
---------------------------------------------------------
Judge Marci McIvor of the United States Bankruptcy Court of the
Eastern District of Michigan, Southern Division, authorized Lee
Steel Corporation, et al., to sell substantially all of their
assets at the Romulus Facility to Hilco Industrial, LLC, and Hilco
Real Estate, LLC, for $14.0 million.

According to Hilco, the deal includes a 200,000 square foot plant
and all of the steel processing equipment located at the Romulus
site.  The sale is expected to close in mid-September.

Judge McIvor ruled that proceeds from vehicles sold under the Union
Partners Sale Agreement and Hilco Sale Agreement will be free and
clear of any and all liens, claims, and encumbrances.  The Debtors'
counsel will hold the vehicle proceeds in the amount of $132,000
under the Union Partners Sale Agreement and vehicle proceeds in the
amount of $36,000 in trust until the time as: (i) the Debtors,
Unsecured Creditors Committee, and Lender stipulate in writing as
to how the vehicle proceeds are to be distributed, (ii) the right
of the Unsecured Creditors Committee to object to the liens of
Lender expires (in which event the vehicle proceeds will be paid to
Lender as permitted by and in accordance with the terms of the DIP
Order), or (iii) the Court enters an order directing the
distribution of the vehicle proceeds.

Judge McIvor overruled and denied on the merits all objections to
the sale of substantially all of the Debtors' assets, including
objections raised by the Official Committee of Unsecured Creditors
and The Hungtington National Bank.

The Debtors are represented by:

          Stephen M. Gross, Esq.   
          Jayson B. Ruff, Esq.  
          Joshua A. Gadharf, Esq.   
          McDONALD HOPKINS PLC
          39533 Woodward Avenue
          Suite 318
          Bloomfield Hills, MI 48304
          Tel: (248) 646-5070
          Fax: (248) 646-5075
          Email: sgross@mcdonaldhopkins.com
                 jruff@mcdonaldhopkins.com
                 jgadharf@mcdonaldhopkins.com

             -- and --

          Manju Gupta, Esq.  
          McDONALD HOPKINS LLC
          600 Superior Avenue, E., Suite 2100
          Cleveland, OH 44114
          Tel: (216) 348-5400
          Fax: (216) 348-5474
          Email:mgupta@mcdonaldhopkins.com  

The Official Committee of Unsecured Creditors are represented by:

          Anthony J. Kochis, Esq.
          Scott A. Wolfson, Esq.
          Anthony J. Kochis, Esq.
          WOLFSON BOLTON PLLC
          3150 Livernois, Suite 275
          Troy, MI 48083
          Tel: (248) 247-7105
          Fax: (248) 247-7099
          Email: akochis@wolfsonbolton.com

The Hungtington National Bank is represented by:

          Steven G. Howell, Esq.
          Allison. R. Bach, Esq.
          DICKINSON WRIGHT PLLC
          500 Woodward Ave., Suite 4000
          Detroit, Michigan 48335
          Tel: (313) 223-3500
          Email: abach@dickinsonwright.com


                 About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on
April 13, 2015.  

The Hon. Marci B. McIvor presides over the cases.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

The U.S. Trustee for Region 9 appointed three creditors to serve
on
the official committee of unsecured creditors.  Conway
Mackenzie, Inc. serves as its financial advisor.


LENNAR CORP: Fitch Affirms BB+ Issuer Default Rating, Outlook Pos.
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Lennar Corporation (NYSE:
LEN), including the company's Issuer Default Rating (IDR), at
'BB+'.

The Rating Outlook has been revised to Positive from Stable.

KEY RATING DRIVERS

The ratings for Lennar are based on the company's strong track
record over the past 40+ years, geographic diversity, customer and
product focus, generally conservative building practices and
effective utilization of return on invested capital criteria as a
key element of its operating model.  Additionally, there has been
continuity in Lennar's management during this housing cycle and
Fitch considers this management team to be the deepest among the
public builders within in its coverage.

The revision of the Outlook to Positive reflects Lennar's operating
performance in 2014 and year-to-date (YTD) in 2015, current and
year-end projected 2015 and 2016 financial ratios (especially
leverage and coverage), solid liquidity position and favorable
prospects for the housing sector during the balance of 2015 and
2016 and probably 2017.  Fitch believes that the housing recovery
is firmly in place (although the rate of recovery remains well
below historical levels and the recovery will likely continue to
occur in fits and starts).

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow during the recent, severe industry downturn.
Additionally, Lennar steadily, substantially reduced its number of
joint ventures (JVs) over the last few years and, as a consequence,
has very sharply lowered its JV recourse debt exposure (from $1.76
billion to $22.7 million as of May 31, 2015).

In contrast to almost all the other public homebuilders, Lennar was
profitable in fiscal 2010 and 2011 and was solidly profitable in
fiscal 2012, 2013 and 2014.  The company's gross margins are
consistently above its peers and contributions from its Rialto
segment have added to profits in 2010, 2011, 2012, 2013 and 2014.

There are still some challenges facing the housing market that are
likely to moderate the intermediate stages of this recovery.
Nevertheless, Fitch believes Lennar has the financial flexibility
to navigate through the sometimes challenging market conditions and
continue to broaden its franchise and invest in land and other
opportunities.

THE INDUSTRY

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


Single-family starts in 2014 improved 4.8% to 648,000 as
multifamily volume grew 15.6% to 355,000.  Thus, total starts in
2014 were 1.003 million.  New home sales were up a modest 1.6% to
436,000, while existing home volume was off 2.9% to 4.940 million
largely due to fewer distressed homes for sale and limited
inventory.

New home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance.  Average new
home prices (as measured by the Census Bureau) rose 6.4% in 2014,
while median home prices advanced approximately 5.4%.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the balance of the year.  Considerably lower oil prices
should restrain inflation and leave American consumers with more
money to spend.  The unemployment rate should continue to move
lower (average 5.3% in 2015).  Credit standards should steadily,
moderately ease throughout 2015.  Demographics should be more of a
positive catalyst.  More of those younger adults who have been
living at home should find jobs and these 25-35-year-olds should
provide some incremental elevation to the rental and starter home
markets.  Single-family starts are forecast to rise about 12.5% to
729,000 as multifamily volume expands about 7.3% to 381,000.  Total
starts would be in excess of 1.1 million.  New home sales are
projected to increase 20% to 523,000.  Existing home volume is
expected to approximate 5.152 million, up 4.3%.

New home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first-time
homebuyer product.  Average and median home prices should increase
3.0%-3.5%.

Challenges remain, including the potential for higher interest
rates, and continued restrictive credit qualification standards.

LIQUIDITY/DEBT

The company's homebuilding operations ended the second quarter of
2015 with $638.99 million in unrestricted cash and equivalents.
Debt totaled $5.29 billion as of May 31, 2015, up from $4.69
billion at fiscal year-end 2014.

At May 31, 2015, Lennar had a $1.6 billion unsecured revolving
credit facility with certain financial institutions that matures in
June 2019.  The proceeds available under the credit facility, which
are subject to specified conditions for borrowing, may be used for
working capital and general corporate purposes.  The credit
facility agreement also provides that up to $500 million in
commitments may be used for letters of credit (LOCs).  As of
May 31, 2015, there were $450 million of outstanding borrowings
under the credit facility.  Lennar believes that it was in
compliance with its debt covenants at May 31, 2015.  Also, the
company had $315 million of LOC facilities with different financial
institutions.

In April 2015, Lennar amended its credit facility, increasing the
aggregate principal amount from $1.5 billion to $1.6 billion, which
includes a $263 million accordion feature, subject to additional
commitments.  The credit facility's maturity date was extended to
June 2019 from June 2018.

Lennar's debt maturities are well-laddered, with 22.8% of its
senior notes (as of May 31, 2015) maturing through 2017.

Lennar's performance LOCs outstanding were $246.5 million at May
31, 2015, and financial LOCs outstanding were $179.5 million.
Performance LOCs are generally posted with regulatory bodies to
guarantee the company's performance of certain development and
construction activities.  Financial LOCs are generally posted in
lieu of cash deposits on option contracts, for insurance risks,
credit enhancements, and as other collateral.

Debt leverage (debt/EBITDA) increased to 4.2x for the
latest-12-months (LTM) May 31, 2015 from 4x at the conclusion of
2014, but is down from 4.9x at the end of 2013.  EBITDA-to-interest
expense rose from 3.2x at Nov. 30 2013 to 4.3x at the conclusion of
2014 and 4.4x for the May 31, 2015 LTM period.

HOMEBUILDING

The company was the second largest homebuilder in 2014 and
primarily focuses on entry-level and first-time move-up homebuyers.
In 2013 and 2014, approximately one third of sales were to the
first-time buyer, half to first-time move-up customers, and the
balance is a mix of second-time move-up, luxury and active adult.
So far in 2015 approximately 25% of sales are to the first-time
buyer, half to first-time move-up customers and the balance is a
mix of second-time move-up, luxury and active adult.  The company
builds in 17 states with particular focus on markets in Florida,
Texas and California.  Lennar's significant ranking (within the top
five or top 10) in many of its markets, its largely presale
operating strategy, and a return on capital focus provide the
framework to soften the impact on margins from declining market
conditions.  Fitch notes that in the past, acquisitions (in
particular, strategic acquisitions) have played a significant role
in Lennar's operating strategy.

As the cycle matures, Lennar is pivoting to a lighter land position
and plans to reduce the number of years of land owned, and will
shorten the tail of new land buys to 3-4 years.  The company will
endeavor to use rolling options and deferred takedowns with sellers
and land developers.  Lennar will also sell non-core holdings of
land.

Compared to its peers, Lennar has had above-average exposure to JVs
during this past housing cycle.  Longer-dated land positions are
controlled off balance sheet.  The company's equity interests in
its partnerships generally ranged from 10% to 50%.  These JVs have
a substantial business purpose and are governed by Lennar's
conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company.  They help Lennar to match
financing to asset life.  JVs facilitate just-in-time inventory
management.

Nonetheless, Lennar has substantially reduced its number of JVs
over the last eight years (from 270 at the peak in 2006 to 34 as of
May 31, 2015).  As a consequence, the company has very sharply
lowered its JV recourse debt exposure from $1.76 billion to $22.7
million as of May 31, 2015.  In the future, management will still
be involved with partnerships and JVs, but there will be fewer of
them and they will be larger, on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $1 billion of new land
and spent roughly $302 million on development expenditures.  Land
spend totalled almost $1.9 billion in 2013, and development
expenditures reached about $600 million, double the level of 2012.
Approximately, $1.5 billion was expended on land and $1.1 billion
on development in 2014.  Fitch expects that total real estate
spending in 2015 could be up slightly (perhaps by $100 million)
with about 55% expended on land and 45% on development activities.


The company was slightly less cash-flow negative in 2014 ($788.49
million) than in 2013 ($807.71 million).  Lennar is likely to be
much less cash flow negative in 2015, perhaps two-thirds as much as
in 2014, and could be meaningfully cash flow positive in 2016.

Fitch is comfortable with this real estate strategy given the
company's cash position, debt maturity schedule, proven access to
the capital markets and willingness to quickly put the brake on
spending as conditions warrant.

Homebuilding realized $3.56 billion in revenues and $500.43 million
in operating profits YTD in FY 2015.

FINANCIAL SERVICES

Lennar's financial services segment provides mortgage financing,
title insurance and closing services for both buyers of its homes
and others.  Substantially all of the loans that the segment
originates are sold within a short time in the secondary mortgage
market on a servicing-released, non-recourse basis.  After the
loans are sold, Lennar retains potential liability for possible
claims by purchasers that the company breached certain limited
industry standard representations and warranties in the loan sale
agreements.  The company participates in mortgage refinance
activity, which periodically is consequential business.

In the first half of 2015 (1H15), Lennar's financial services
subsidiary provided loans to approximately 81% of its homebuyers
who obtained mortgage financing in areas where Lennar offered
services.  During 1H15, Lennar originated approximately 15,000
mortgage loans totaling $4.03 billion.  Lennar arranges title
insurance for, and provides closing services to, its homebuyers and
others.  During 1H15, financial services generated $294.71 million
in revenues and $54.58 million in operating profits.

Refinance (refi) activity accounted for about 20% of Lennar's unit
originations YTD in fiscal 2015.  A year ago refi represented less
than 10% of originations.

Lennar is the sixth largest national mortgage originator (non-
bank) and ranks among the top 10 national title insurers.

RIALTO

Lennar's Rialto segment was formed to focus on acquisitions of
distressed debt and other real estate assets utilizing Rialto's
abilities to source, underwrite, price, turnaround and ultimately
monetize such assets in markets across the U.S.  Lennar had a
similar operation in the 1980s, LNR Property Corporation, which was
the vehicle used by the company to invest in and work out large
portfolios of distressed real estate assets purchased from the
government's Resolution Trust Corporation (RTC).  This operation
was subsequently spun-off as a separate publicly traded company and
was later acquired by Cerberus Capital Management.

Rialto employs an asset-light model with limited investment by
Lennar which receives management fees.  Rialto has returned more
than $400 million to Lennar since November 2013.

Lennar's Rialto reportable segment is a commercial real estate
investment, investment management, and finance company focused on
raising, investing and managing third party capital, originating
and securitizing commercial mortgage loans, as well as investing
its own capital in real estate related mortgage loans, properties
and related securities.  Rialto uses its vertically-integrated
investment and operating platform to underwrite, do the due
diligence, acquire, manage, work out and add value to diverse
portfolios of real estate loans, properties and securities, as well
as providing strategic real estate capital.  Rialto's primary focus
is to manage third party capital and to originate and sell into
securitizations commercial mortgage loans.  Rialto has commenced
the workout and/or oversight of billions of dollars of real estate
assets across the U.S., including commercial and residential real
estate loans and properties, as well as mortgage-backed securities.
To date, many of the investment and management opportunities have
arisen from the dislocation in the U.S. real estate markets and the
restructuring and recapitalization of those markets.  In July 2013,
RMF was formed to originate and sell into securitization five-,
seven- and 10-year commercial first mortgage loans, generally with
principal amounts between $2 million and $75 million, which are
secured by income-producing properties.  This business is expected
to be a significant contributor to Rialto revenues, at least in the
near future.

Rialto is the sponsor of and an investor in private equity vehicles
that invest in and manage real estate related assets.

This includes:

   -- Rialto Real Estate Fund, LP, formed in 2010 to which
      investors have committed and contributed a total of $700
      million of equity (including $75 million by Lennar);

   -- Rialto Real Estate Fund II, LP, formed in 2012 with the
      objective to invest in distressed real estate assets and
      other related investments and that as of May 31, 2015, had
      equity commitments of $1.3 billion (including $100 million
      by Lennar) and was closed to additional commitments;

   -- Rialto Mezzanine Partners Fund, LP, formed in 2013 with a
      target of raising $300 million in capital (including $33.8
      million committed and invested by Lennar) to invest in
      performing mezzanine commercial loans that have expected
      durations of one to two years and are secured by equity
      interests in the borrowing entity owning the real estate
      assets.

Rialto also earns fees for its role as a manager of these vehicles
and for providing asset management and other services to those
vehicles and other third parties.

Rialto generated $109.13 million in revenues and $9.69 million of
operating profits (prior to non-controlling interests) YTD in FY
2015.

LENNAR MULTIFAMILY

Since 2012, Lennar has become actively involved, primarily through
unconsolidated entities, in the development of multifamily rental
properties.  This business segment focuses on developing a
geographically diversified portfolio of institutional quality
multifamily rental properties in select U.S. markets.

As of May 31, 2015, Lennar's balance sheet had $362.3 million of
assets related to the Lennar Multifamily segment, which includes
investments in unconsolidated entities of $129.8 million.  Lennar's
net investment in the Lennar Multifamily segment, as of May 31,
2015, was about $310.5 million.

Multifamily contributed $75.43 million to corporate revenues YTD in
fiscal 2015 and realized an operating loss of $14.39 million.

As of May 31, 2015, the Lennar Multifamily segment had 26
communities of which 24 are under construction and 2 are completed,
with development costs of approximately $1.7 billion. The Lennar
Multifamily segment has a pipeline of future projects totaling $4.5
billion in assets (including the $1.7 billion in development)
across a number of states that will be developed primarily by
unconsolidated entities.

Over the past four years Lennar built this business into the
nation's fifth largest apartment developer.  To date the company
has been building its apartment communities in individual ventures,
which were structured to sell the assets once they were leased and
stabilized.

On July 15, 2015, Lennar announced the formation of Lennar
Multifamily Venture (LMV), an equity fund between Lennar
Multifamily Communities (LMC) and global sovereign and
institutional investors targeting investments in class-A
multifamily development assets in 25 top metropolitan markets in
the U.S.

The new venture will aim to provide superior risk-adjusted returns
through a "develop-to-core" strategy - developing multifamily
communities and then holding those communities in a portfolio long
term for cash flow.  LMV will focus on the top growth and gateway
markets in the U.S., which are characterized by strong long-term
demand fundamentals and constrained supply.

With this first close, LMV will have approximately $1.1 billion in
equity commitments, including a $504 million co-investment
commitment by Lennar.  The venture is targeting 50% leverage and
will have a three-year investment period and an eight-year term. It
will be seeded with 19 undeveloped multifamily assets that were
previously purchased or under contract by LMC, totaling 6,120
apartments with a total projected development cost of approximately
$2.1 billion.  The venture represents the next stage of LMC's
strategy, having previously structured 28 single-asset JVs with 18
different institutional partners utilizing a merchant-build
approach.  The assets from these existing ventures are not part of
the new fund and will be sold over the next three years as the
communities are leased and stabilized.

FIVE POINT COMMUNITIES

Five Point manages large, complex master planned communities,
typically in a JV structure.  Five Point is developing six projects
in California spanning 40,000 potential home sites and 20 million
square feet of commercial space.  These include the former military
installation El Toro, the former Newhall Land and Farming Company
(just north of Los Angeles) and San Francisco's Hunters Point.
These entities will not be generating meaningful home deliveries
for another few years.

In early July 2015, Lennar announced an agreement to contribute its
non-controlling ownership stakes (20%) in several sizeable
California JVs (El Toro, Newhall Ranch, Hunters Point) and 60%
interest in Five Point Communities (the management arm for these
JVs) to form a new public entity along with its current partners.
The Five Point IPO could happen by year-end FY 2015.  Pro forma,
including its current stake in Five Point, Lennar will have in
excess of 30% ownership in the new public entity.  Analysts
estimate that Lennar's investment in Five Point (and including
Treasure Island) is worth $1.2 billion-$1.3 billion.  Lennar's
current book investment in these JVs is $350 million.

KEY ASSUMPTIONS

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

   -- Industry single-family housing starts improve 12.5%, while
      new and existing home sales grow 20% and 4.3%, respectively,

      in 2015;

   -- Lennar's homebuilding revenues increase at about a 21% pace.

      Although homebuilding EBITDA margins erode 160 bps this year

      due to higher expenses (especially land costs) and lesser
      home price inflation, homebuilding EBITDA increases 9.0%;

   -- The company's Debt/EBITDA approximates 3.8x and interest
      coverage reaches about 5.4x by year-end 2015;

   -- Lennar spends approximately $2.5 billion-$2.7 billion on
      land acquisition and development activities this year;

   -- The company maintains an adequate liquidity position (well
      above $500 million) with a combination of unrestricted cash
      and revolver availability.

RATING SENSITIVITIES

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

Fitch would consider taking further positive rating action if the
recovery in housing accelerates and Lennar shows steady improvement
in credit metrics (such as debt-to-EBITDA leverage consistently
less than 3x), while maintaining a healthy liquidity position (in
excess of $1 billion in a combination of cash and revolver
availability) and begins generating positive cash flow from
operations starting in 2016 as it moderates its land and
development spending.

Conversely, negative rating actions could occur if the recovery in
housing dissipates and Lennar maintains an overly aggressive land
and development spending program.  This could lead to sharp
declines in profitability, consistent and significant negative
quarterly cash flow from operations, higher leverage and
meaningfully diminished liquidity position (below $500 million).

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings and assigned these Recovery Rating
for Lennar Corp. (NYSE: LEN):

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

The Rating Outlook is Positive.

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category.  The Recovery Rating of '4' for Lennar's unsecured
debt supports a rating of 'BB+', and reflects average recovery
prospects in a distressed scenario.



LOCAL CORP: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Local Corporation filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,141,222
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,384,702
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $420,259
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $26,714,457
                                 -----------      -----------
        Total                    $16,141,222      $29,519,418

A copy of the schedules is available for free at:

   http://bankrupt.com/misc/LocalCorporation_77_July17SAL.pdf

                       About Local Corporation

Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services.  Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest
growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500.  The Company's search results are provided through the
Company's flagship Local.com Web site and through other
proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to
provide
local search results to their own users.  The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.

The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year. The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.

Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23,
2015.

The case is assigned to Judge Scott C. Clarkson.  The Debtor
tapped
Winthrop Couchot as counsel.

Robins Kaplan LLP represents as counsel to the Official Committee
of Unsecured Creditors.


LOCAL CORP: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Local Corporation filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,141,222
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,384,702
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $420,259
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $26,714,457
                                 -----------      -----------
        Total                    $16,141,222      $29,519,418

A copy of the schedules is available for free at:

   http://bankrupt.com/misc/LocalCorporation_77_July17SAL.pdf

                       About Local Corporation

Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services.  Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest
growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500.  The Company's search results are provided through the
Company's flagship Local.com Web site and through other
proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to
provide
local search results to their own users.  The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.

The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year. The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.

Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23,
2015.

The case is assigned to Judge Scott C. Clarkson.  The Debtor
tapped
Winthrop Couchot as counsel.

Robins Kaplan LLP represents as counsel to the Official Committee
of Unsecured Creditors.


LTAC HOSPITAL WASHINGTON: Case Summary & 20 Top Unsec Creditors
---------------------------------------------------------------
Debtor: LTAC Hospital of Washington/St. Tammany, LLC
        101 La Rue France, Suite 100
        Lafayette, LA 70508

Case No.: 15-51028

Type of Business: Health Care

Chapter 11 Petition Date: August 20, 2015

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: Bradley L. Drell, Esq.
                  GOLD, WEEMS, BRUSER, SUES & RUNDELL
                  POB 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  Email: bdrell@goldweems.com

Total Assets: $1.27 million

Total Liabilities: $4.4 million

The petition was signed by August Rantz, IV, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Acadiana Management Group                                 $60,720

AMG - Management                                         $570,601
101 La Rue France, Suite 500
Lafayette, LA 70508

Blood Center                                              $12,159

Bogalusa Healthcare Prop. LLC                            $108,000

Healthcare Software                                       $17,222

Institutional Pharmacies of LA                           $243,419

Jani-King of New Orleans                                  $17,706

LA Acute Dialysis Services LLC                            $11,248

Lake Laboratory Services                                  $19,272

LTAC Hospital of Edmond                Cash Advance      $120,000

Medline Industries, Inc.                                 $102,428

Northshore EMS                                             $8,730

Our Lady of Angels Hospital, Inc                          $26,591

Piccadilly Restaurants, LLC                               $16,784

Preferred PICCS                                           $11,025

RecoverCare, LLC                                          $12,475

Slidell Memorial Hospital                                 $20,356

Sullivan Stolier                        Legal Fees        $30,283

Trinity Neurologic Rehabilition                           $27,000

Xpress Ray, Inc.                                          $28,000


LUCA INTERNATIONAL: Subject to Pending SEC Enforcement Suit
-----------------------------------------------------------
The U.S. Securities and Exchange Commission notified the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, of a pending civil enforcement action against Luca
International Group LLC, et al., in the United States District
Court for the Northern District of California, including a pending
SEC motion to appoint a receiver for the Debtors, freeze assets and
obtain preliminary relief.

The SEC informs the Bankruptcy Court that it filed its enforcement
action to protect investors in the United States, China and Japan
who provided more than $68 million to the Luca Funds following the
unregistered and fraudulent sale of securities by Binqing Yang,
Lily Lei and the Luca Managers through the Luca Funds.

The SEC tells the Bankruptcy Court that the District Court's
receivership will provide the best and most efficient way of
preserving the remaining assets of Luca Managers, Luca Funds and
Luca Operation by having an independent officer selected and
appointed by the District Court take control over all assets and
claims, while staying private litigation against the receivership
estate.  The SEC further tells the Bankruptcy Court that reporting
to the District Court in the SEC Action, the receiver can determine
what assets to preserve or sell, conduct necessary operations,
preserve the value of assets, arrange a distribution of the
proceeds from the sale of assets, and assist in pursuing claims
against Yang, Lei and other actual or potential defendants.

The SEC relates that hearing on the Receiver Motion is set for
September 2, 2015 at 2:00 p.m and that in the event a receiver is
appointed, the SEC will cause the receiver to promptly file a
notice with the Bankruptcy Court providing the receiver's name and
contact information, as well as the relevant terms an conditions
relating to the receiver's appointment.  The SEC tells the
Bankruptcy Court that it may facilitate in the orderly
administration of justice by deferring action in the bankruptcy
proceeding until Judge Breyer has determined what preliminary
relief is appropriate in the SEC Action.

The Debtors object to the SEC's notice and assert that if the SEC
pursues the enforcement action it will be violating the automatic
stay.  According to the Debtors, despite numerous conversations
with the SEC counsel, the Notice contains a number of misstatements
and requests for relief which will severely damage the value of the
assets held by the Debtors.  In its zeal to prosecute Bing Yang,
who has not filed for bankruptcy, the SEC is jeopardizing the
Debtors' assets, which will serve as the only means of recovery for
creditors and investors.

The U.S. Securities and Exchange Commission is represented by:

          Sonia Chae, Esq.
          U.S. SECURITIES AND EXCHANGE COMMISSION
          175 W. Jackson Blvd., 9th Floor
          Chicago, IL 60604
          Telephone: (312)353-6269
          Facsimile: (312)353-7398
          Email: chaes@sec.gov
                 
             -- and --

          Sheila E. O'Callaghan, Esq.
          John S. Yun, Esq.
          U.S. SECURITIES AND EXCHANGE COMMISSION
          San Francisco Regional Office
          44 Montgomery St., Suite 2800
          San Francisco, CA 94104
          Telephone: (415)705-2459
          Email: ocallaghans@sec.gov
                 yunj@sec.gov

             -- and --

          Sandra W. Lavigna, Esq.
          U.S. SECURITIES AND EXCHANGE COMMISSION
          Los Angeles Regional Office
          444 South Flower Street, Suite 900
          Los Angeles, CA 90071
          Telephone: (323)965-3996
          Facsimile: (213)443-1904
          Email: lavignas@sec.gov

The Debtors are represented by Edward L. Rothberg, Esq., Melissa A.
Haselden, Esq., T. Josh Judd, Esq., and Brendetta A. Scott, Esq.,
at Hoover Slovacek LLP, in Houston, Texas.

                     About Luca International

Luca International Group LLC and Luca Operation, LLC, and their
affiliates are engaged in the exploration and production of
natural
gas, petroleum and related hydrocarbons.  The primary assets are
located in Iberville and Ascension Parishes in Louisiana.  These
assets include 3 operating oil and gas wells -- Belle Grove 1,
Dugas & Leblanc 1 and Jumonville 2.  In addition, the assets
include a water disposal well, Acosta 1, and a shut-in-oil and gas
well, Jumonville 1.  The Luca entities also own oil and gas leases
in Texas and working interests in various locations.  The Luca
entities are owned by Bingqing Yang.

Luca International Group and 11 related entities sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston,
Texas, on Aug. 6, 2015.  The cases are assigned to Judge David R
Jones.

The Debtors tapped Hoover Slovacek, LLP, and BMC Group, Inc.

Luca International estimated $50 million to $100 million in assets
and debt.

The petitions were signed by Loretta R. Cross, the CRO.


M&W HOLDINGS: Macomb Music Theatre to be Auctioned on Sept. 4
-------------------------------------------------------------
An auction for M&W Holdings, LLC's closed Macomb Music Theatre in
downtown Mount Clemens, Michigan is tentatively scheduled for 10:00
a.m. on Sept. 4, 2015, court documents say.

Mitch Hotts at The Macomb Daily relates that the Company wants a
minimum offer of $700,000 to buy the 17,500-square-foot building.
The Macomb Daily recalls that while on the market, Anton, Sowerby &
Associates listed the asking price at $995,000.

Douglas C. Bernstein, Esq., at Plunkett Cooney who represents Caixa
Preta LLC, the mortgage holder and the Company's largest creditor
with $561,826 owed, said that his client has agreed to bid $669,860
for the property to set a "basement" price, The Macomb Daily
states.

M&W Holdings, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mich. Case No. 15-43593) on March 10, 2015.  The
Company is represented by Charles D. Bullock, Esq., at Stevenson &
Bullock, P.L.C.

The Company estimated its assets at up to $50,000 and its
liabilities at between $500,001 and $1 million.


MAGNESIUM CORP: Judge Upholds Jury Findings vs. Rennet, Renco Group
-------------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Judge Alison Nathan of the U.S. Bankruptcy Court in Manhattan
upheld a multimillion-dollar judgment against billionaire Ira
Rennert and his Renco Group Inc. related to allegations that he
siphoned money from a Renco subsidiary that later filed for
bankruptcy.

According to the report, Judge Nathan did eliminate $1 million in
punitive damages with her ruling, while upholding a $101 million
judgment against Renco Group and $16.2 million against Mr. Rennert
personally, as set by a jury earlier this year.  Additionally, she
declined to raise the amount of prejudgment interest on the award
to 9%, as was requested by the bankruptcy trustee that brought the
case, the Journal said.  Judge Nathan previously set a rate at 6% a
year in noncompounding interest dating back to 2001.

As previously reported by The Troubled Company Reporter, jurors in
New York have found that Mr. Rennert plundered now-bankrupt
Magnesium Corp. of America to pay for personal luxuries, including
a Hamptons mansion that's one of the world's biggest private homes.
The Manhattan federal court ordered Mr. Rennert and his Renco
Group to pay $118 million in damages.

The case is Magnesium Corporation of America et al v. The Renco
Group, Inc. et al., Case No. 1:13-cv-07948 (S.D.N.Y.).

                         About MagCorp

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.  The
Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
01-14312) on Aug. 2, 2001.  The Debtors sold substantially all of
their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale
transaction.  Judge Robert Gerber ordered the case converted to a
chapter 7 liquidation on Sept. 24, 2003.  When the Company filed
for Chapter 11 protection from its creditors, it listed debts and
assets of more than $100 million.


MICHAEL WHITE: Ch. 7 Conversion Order Affirmed
----------------------------------------------
Judge Thomas L. Ludington of the United States District Court for
the Eastern District of Michigan, Northern Division, affirmed a
bankruptcy court's ruling converting the case to a proceeding under
Chapter 7 of the bankruptcy code and lifting the automatic stay on
the sale of the Michael and Darla White's assets.

The Whites filed for Chapter 11 bankruptcy on July 30, 2015.  Their
first plan of reorganization came 10 months into the bankruptcy,
but its confirmation was objected to by all significant parties in
interest, including the United States Trustee and the Whites'
creditors, Frankenmuth Credit Union and Ally Financial.

The Whites filed their second plan of reorganization on August 21,
2014.  The bankruptcy court declined to affirm the plan and granted
the Trustee's motion to convert the proceeding to a Chapter 7
bankruptcy, and lifted the stay imposed upon property securing the
loans from FCU and Ally.

On appeal, Judge Ludington found that the bankruptcy court, in
deciding to convert the Whites' case to a Chapter 7 proceeding, did
not err in determining that the Whites' were experiencing
continuing losses and did not have reasonable likelihood of
rehabilitation.

Judge Ludington then explained that relief from a stay under the
cause standard in 11 U.S.C. Section 362(d)(1) is governed by the
same standard for conversion under 11 U.S.C. Section 1112(b)(4)(A).
As such, the judge concluded that because the Whites cannot show
any error in the bankruptcy court's decision to convert their
bankruptcy to a Chapter 7 proceeding, they likewise cannot show
that the bankruptcy court erred in lifting the automatic stay
imposed in their case.

The case is In re: Michael B. White and Darla Kay White, Debtors,
MICHAEL B. WHITE, and DARLA KAY WHITE, Appellants, v. DANIEL M.
MCDERMOTT, United States Trustee, FRANKENMUTH CREDIT UNION, ALLY
FINANCIAL, INC., Appellees, CASE NO. 14-CV-14599 (E.D. Mich.).

A full-text copy of Judge Ludington's July 31, 2015 order is
available at http://is.gd/gcJtvzfrom Leagle.com.  

Daniel M McDermott is represented by:

          Sean M. Cowley, Esq.
          Kelley L. Callard, Esq.
          U.S. DEPARTMENT OF JUSTICE
          211 West Fort Street Suite 700
          Detroit, MI 48226
          Tel: (313) 226-7999
          Fax: (313) 226-7952

Frankenmuth Credit Union is represented by:

          Paul E. Wenzloff, Esq.
          SHAW & WENZLOFF
          903 N Jackson St.
          Bay City, MI 48708
          Tel: (989) 893-9511
          Fax: (989) 893-6988

Ally Financial Inc. is represented by:

          Craig S. Schoenherr, Esq.
          O'REILLY, RANCILIO P.C.
          12900 Hall Road, Suite 350
          Sterling Heights, MI 48313
          Tel: (586) 726-1000
          Email: cschoenherr@orlaw.com


MILLER AUTOMOTIVE: Panel Affirms Denial of Needler Fee Request
--------------------------------------------------------------
The United States Bankruptcy Appellate Panel, Eighth Circuit,
affirmed a bankruptcy court's order denying William L. Needler and
William L. Needler and Associates, Ltd.'s final fee application and
granted the United States Trustee's motion for disgorgement and
other sanctions.

The United States Trustee requested the disgorgement of all fees
paid to Needler, along with the imposition of additional sanctions
because Mr. Needler committed numerous serious acts of misconduct,
which violated the Federal Rules of Bankruptcy Procedure and the
local rules of practice before the bankruptcy court, and Mr.
Needler's conduct evidences a pattern of misconduct in cases filed
in the bankruptcy court as pro hac vice counsel to the Chapter 11
debtor, Miller Automotive Group, Inc.

In addition to disgorgement, the United States Trustee requested a
declaration that Needler is entitled to no compensation for
services rendered in the Chapter 11 case, denial of permission to
appear pro hac vice before the Western District of Missouri in the
future, and directing the clerk of the court to revoke Needler's
electronic filing access.

The Bankruptcy Appellate Panel notes that the bankruptcy court
effectively issued two sanctions: (1) the court denied Needler's
application for fees and ordered disgorgement of all fees Needler
collected as part of his retainer; and (2) the court suspended
Needler indefinitely from the privilege of practicing before the
United States Bankruptcy Court for the Western District of Missouri
and revoked his electronic filing privileges.

The Bankruptcy Appellate Panel held that the evidence
overwhelmingly supports the bankruptcy court's findings and the
imposition of sanctions under Rule 9011 and the inherent authority
of the bankruptcy court.  The panel said that the bankruptcy court
was not unfair, unreasonable, or biased as suggested by Needler.
The panel said that the bankruptcy court acted within its
discretion in imposing the sanction of indefinite suspension from
the practice of law and revocation of electronic filing privileges
in the Western District of Missouri.  The panel added that since
Needler was a repeat offender, not only in the Western District of
Missouri but in many other jurisdictions as well, the indefinite
nature of his suspension was reasonably suited to the violations
found by the bankruptcy court.

The case is William L. Needler Movant-Appellant, v. Daniel J.
Casamatta U.S. Trustee-Appellee, No. 14-6047 (B.A.P., 8th Circ.).
The bankruptcy case is In re: Miller Automotive Group Inc., doing
business as Miller Chrysler Dodge, doing business as Miller
Chrysler Dodge Jeep Inc. Debtor.

A full-text copy of Judge Saladino's Decision dated August 12, 2015
is available at http://is.gd/HtCRVvfrom Leagle.com.

                About Miller Automotive

Miller Automotive Group Inc. -- d/b/a Miller Chrysler Dodge, d/b/a
Miller Chrysler Dodge Jeep, Inc. -- filed a Chapter 11 petition
(Bankr. W.D. Mo. Case No. 13-20027) on Jan. 11, 2013.

The Debtor filed a Chapter 11 Plan shortly after the petition
date, but the Court was unable to consider it because it lacked a
disclosure statement.  The Debtor also filed a motion to use cash
collateral; the Court denied it without prejudice primarily on the
grounds that the financial information on which the Cash
Collateral Motion was based was unreliable. Immediately after the
decision was handed down, Needler filed an Emergency Motion to
Withdraw the Reference to the United States District Court. That
motion was denied.

In February 2013, the two largest creditors of the Debtor filed
motions for relief from the automatic stay: Ally Financial Inc. to
foreclose its security interest against the Debtor's vehicles and
other collateral, and Chrysler Group LLC ") to terminate certain
sales and service agreements.  Both motions were set for hearing,
but in the interim, the Debtor filed its motion to dismiss the
case. Ally's motion was subsequently granted and Chrysler's was
granted in part.

An Order granting the dismissal motion was entered in April 2013,
and the case was closed.  The U.S. Trustee sought to reopen the
case to seek a determination of the reasonableness of the Debtor's
attorney's fees, and the motion to reopen was granted.  Needler's
fee application followed. A copy of Judge Dow's Oct. 24, 2014
Memorandum Opinion is available at http://is.gd/eZmVHrfrom
Leagle.com.


NIRVANA INC: Judge Davis Overrules Objections to Sale Process
-------------------------------------------------------------
The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern
District of New York authorized Nirvana, Inc., et al., to sell
substantially all of their assets.

Judge Davis also overruled objections filed against the Debtors'
sale motion.

The Official Committee of Unsecured Creditors, in its response to
the motion, said that it was concerned that -- despite an
extensive, costly, and unsuccessful pre-bankruptcy sale process --
the Debtors' alleged secured creditors persist in their failure to
disclose whether they intend to credit bid on the Debtors' assets
and at what price.

In this relation, the Committee noted that the alleged secured
creditors must be required to file proofs of claim and to prove the
nature extent and validity of their claims and liens before being
permitted to credit bid.

NBT Bank, National Association, by its attorneys Menter, Rudin &
Trivelpiece, P.C., submitted a statement in respect of the Debtors'
motion, relating that bid procedures should be modified to, among
other things:

   a. confirm the status of secured creditors as qualified bidders
in light of their respective rights to credit bid;

   b. clarify that bids, including credit bids, may be made for
less than all of the Debtors' assets; and

   c. recognize the right of the secured creditors to consult with
the Debtors in respect of the conduct of the auction and the
determination of the highest and best bid or bids.

NBT holds a claim against the Debtors in an amount in excess of
$8.8 million.  NBT's claim is secured by liens on essentially all
of the Debtors' assets, including but not limited to the Debtors'
cash collateral.

Secured creditors New York Business Development Corporation and
Statewide Zone Capital Corporation of New York supplemented their
objection to the Debtors' motion, noting that if a junior secured
creditor, such as Northeast Bank, be a successful credit bidder, it
must be required to pay off senior liens as a condition of taking
title to the assets it is purchasing.  Otherwise, the entire
process may turn out to be a nullity as senior lien holders will
then be forced to act to protect their interests through the
exercise of their remedies.

NYBDC and SZCC, in their objection, said that the bidding
procedures should provide that NYBDC, SZCC and the other
Prepetition Secured Creditors have the right to credit bid pursuant
to Section 363(k) of the Bankruptcy Code and that such parties will
be deemed qualified bidders without the necessity of complying with
the participation requirements set forth in the bidding
procedures.

Secured creditor and capital lessor, Comsource, Inc., in its
limited objection to the Debtor's motion, stated that the bidding
procedures must allow the prepetition secured enders to offer a
joint or group bid in any combination as determined between the
creditors and there should be no limitations paced on creditors on
how they may wish to offer group credit bids.

Comsource is a secured creditor and capital lessor of the Debtors
pursuant to a number of prepetition leases.

Northeast Bank, in its limited objection, requested that the Court
direct the Debtor to market and sell its assets piecemeal and in
bulk to allocate the proceeds in accordance with the competitive
market bids received for the assets.

NEB is a secured creditor holding a claim in excess of $11.4
million as of the Petition Date.

William K. Harrington, U.S. Trustee for Region 2, stated that the
application lacked sufficient information and notice to unsecured
creditors.

As reported in the Troubled Company Reporter on Aug. 12, 2015,
Nirvana Inc. obtained authority from a bankruptcy judge to
proceed with the Oct. 14 auction of its assets, including its
bottled water business, some 1,600 acres where the water-bottling
business is operated, and the names "Nirvana" and "Nirvana Spring
Water."

The Debtors said the Assets have an estimated aggregate
value of approximately $20,000,000.

Interested parties must submit their bids on or before Oct. 9,
2015.  If one or more qualified bids are timely received by the
Debtors, an Auction will be held on Oct. 14, at 10:00 a.m. at the
offices of Bond, Schoeneck & King, PLLC, in New York.  The hearing
to consider approval of the sale is slated for Oct. 20.

Camille W. Hill, Esq., at Bond, Shoeneck & King, PLLC, in Syracuse,
New York, told the Court that the Debtors have determined that it
is in the best interests of their estates, their creditors, their
employees and other parties-in-interest to sell the Assets.  Ms.
Hill asserted that the Debtors' management believes that the
approval of the sale is critical to preserving their value for the
benefit of all creditors and employees, and it is necessary to
provide Nirvana's customers assurance that their contracts will be
honored.  She further told the Court that the proposed Asset Sale
will be subject to highest and best offer and the approval of the
Court, and will include the assumption and assignment of executory
contracts and unexpired leases to the Successful Bidder.

                         About Nirvana Inc.

Nirvana Inc. is a manufacturer and bottler of spring water that
is captured from four natural springs on 1,600 acres of
property located in the foothills of the Adirondack Mountains
at Forestport, New York. Nirvana says its water is exceptionally
pure and flows naturally to the surface at a temperature of 42
degrees Fahrenheit.  

Nirvana is a closely-held New York corporation with a
principal office located at One Nirvana Plaza, Forestport, New
York. Nirvana was formed on June 2, 1995 by Mozafar Rafizadeh and
his brother, Mansur Rafizadeh.  

Nirvana, Inc., and three affiliates -- Nirvana Transport,
Inc., Nirvana Warehousing, Inc. and Millers Wood Development
Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y.
Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The
cases are assigned to Judge Diane Davis.  

The Debtor disclosed $12,498,533 in assets and $35,518,829 in
liabilities as of the Chapter 11 filing.

According to the docket, the Debtors' Chapter 11 plan
and disclosure statement are due Oct. 1, 2015. The deadline
for filing claims by governmental units is Nov. 30, 2015.  

The Debtors tapped Bond, Schoeneck & King, PLLC, as
general counsel, and Teitelbaum & Baskin, LLC, as special
counsel.



NORANDA ALUMINUM: Moody's Cuts Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Noranda Aluminum Acquisition
Corporation's Corporate Family Rating (CFR) to Caa1 from B3 and
Probability of Default rating to Caa1-PD from B3-PD. At the same
time Moody's downgraded Noranda's senior secured term loan rating
to Caa1 from B2 and senior unsecured debt rating to Caa3 from Caa2.
The speculative grade liquidity rating remains unchanged at SGL-3.
The outlook is negative.

Issuer: Noranda Aluminum Acquisition Corporation

Downgrades:

Corporate Family Rating (Local Currency), Downgraded to Caa1 from
B3

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

Senior Secured Term Loan (Local Currency) due 2019, Downgraded to
Caa1, LGD3 from B2, LGD3

GTD Sr Global Notes (Local Currency) due 2019, Downgraded to Caa3,
LGD5 from Caa2, LGD5

Unchanged:

Speculative Grade Liquidity Rating, Unchanged at SGL-3

Outlook Actions:

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The downgrade in the CFR to Caa1 reflects Noranda's weak debt
protection metrics, high leverage, operational and cost challenges
and the headwinds facing primary aluminum producers, which are
expected to result in weaker performance over the balance of 2015.
Improving trends evidenced in the company's performance, driven in
part by the historically high Midwest premiums have turned negative
and Noranda's performance in the quarter ended June 30, 2015
contracted due to the decrease in aluminum prices and Midwest
premiums as well as operational challenges and other cost items
such as the levy paid under the interim agreement with the
Government of Jamaica (GoJ). In combination, these and other
seasonal factors increased the company's cost position. While some
of these costs, such as peak power usage expenses and the levy
amount, will lessen in the balance of the year, aluminum prices and
Midwest premiums have continued to fall and downward pressure on
prices is expected through the balance of 2015. We expect Noranda's
debt protection metrics to weaken further and leverage to increase.
While Noranda's Flat-Rolled segment operations continue to perform
within reasonable earnings levels on strengthening shipment levels,
the company's consolidated earnings performance remains leveraged
to its primary smelter operations.

As there is an approximate one month lag in Midwest premium
realizations, Noranda's realized prices in its primary segment are
expected to contract over the balance of 2015 and as a consequence
leverage and debt protection will deteriorate further in the second
half of 2015 (debt/EBITDA was 7.1x for the twelve months ended June
30, 2015). Given fundamentals in the aluminum market, excess global
aluminum capacity and slowing growth rates in China, aluminum
prices and premiums are anticipated to remain pressured well into
2016.

Noranda's only smelter is operating at sub-optimal capacity due to
pot line replacement requirements and a slowing in the ramp-up due
to the weak market conditions. This is leading to inefficient fixed
cost capacity absorption. Additionally, Noranda is currently in a
dispute with the GoJ over production levies on bauxite production,
which is temporarily increasing costs for its bauxite operations.
Noranda and GoJ are operating under an interim agreement until the
earlier of December 31, 2015 or the date arbitration is concluded.
Further contributing to Noranda's challenges is a recent explosion
in its cast house at the New Madrid facility, which is expected to
have a negative impact on the company's value added product mix for
the duration of 2015.

The LME Aluminum price has dropped by more than 20% from a high of
$0.93/lb in November 2014 to a current level of approximately $0.69
cents and is evidencing continued downward pressure. Additionally,
the Midwest aluminum premiums (the premium Noranda earns for
primary aluminum in excess of the LME price) has fallen by more
than 65% to roughly $0.075/lb over the same time period. Given the
slowing growth of the Chinese economy, we expect the overall global
aluminum market to remain in surplus and continue to pressure
aluminum prices over the near to medium-term. Although the
company's downstream operations are less impacted by LME prices and
add a level of relative stability, we expect that overall
performance will continue to be driven by the more commodity-like
primary aluminum, bauxite and alumina segments.

Noranda should see an improving trend in its cost position in 2016
once the smelter is ramped back up to full capacity and as a result
of the company's recent completion of its Jamaican port expansion.
Additionally, completion of other key capital projects, including
the new rod mill at the New Madrid plant, will lead to increases in
productivity beginning in the second half of 2016. Noranda will
also benefit from a reduced electricity rate from Ameren Missouri
following the Missouri Public Service Commission's April 2015
ruling, but the new rate is less favorable than anticipated and is
currently being challenged by Ameren. In addition, due to the peak
power payment requirements, performance on a quarter-to-quarter
basis will fluctuate.

While these cost benefits will improve Noranda's competitive
position over time, they will only partially offset the decline in
realized prices. Additionally, Noranda's reliance on a single
smelter and refinery leaves the company exposed to any future
disruptions at the New Madrid, Missouri smelter and Gramercy,
Louisiana refinery.

The rating considers the company's strong relationships with its
customer base and good position within markets served.

The Caa1 senior secured term loan rating reflects its priority
position in the capital structure relative to the senior unsecured
notes. Borrowings under the term loan are secured on a first
priority basis on assets other than inventory and accounts
receivables, which are pledged on a first lien basis to the ABL
("ABL priority collateral"). The term loan has a second lien
position on the ABL collateral. The Caa3 rating on the senior
unsecured notes reflects the effective subordination of these
instruments to a substantial amount of first lien secured debt and
priority accounts payables, and the expectation of a considerable
loss in value in a default scenario.

The SGL-3 speculative grade liquidity rating reflects the company's
$24 million cash position at June 30, 2015, and borrowing base
capacity of $134.6 million under its asset backed credit facility
expiring in February, 2017. The company is expected to be minimally
cash consumptive over the next 12-18 months but has no debt
maturities until 2019. However, the contraction in aluminum prices,
should they decrease below current levels, will contribute to a
contraction in borrowing base availability.

The negative outlook incorporates our expectation that metrics will
deteriorate further in the second half of 2015 and into 2016 as the
company's operating results are impacted by the falling aluminum
prices and premiums. It also captures the possibility that, given
the weak market fundamentals, aluminum pricing will remain
suppressed over the intermediate term. The outlook also reflects
the uncertainty that Noranda is able to successfully improve the
reliability of its smelter operations, achieve its stated cost
objectives, and complete its remaining capital projects while
maintaining adequate liquidity.

Ratings are unlikely to be upgraded over the next twelve to
eighteen months given the expectations for weak performance and
profitability.

Noranda's ratings could be downgraded if liquidity continues to
deteriorate or if Debt/EBITDA is sustained above 7.25x and
EBIT/interest is sustained below 0.1x.

Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation (Noranda) is involved in primary aluminum production at
its New Madrid, Missouri smelter and in downstream operations
through four rolling mills. In addition, Noranda has a 100%
interest in an alumina refinery in Gramercy, Louisiana and through
its wholly owned subsidiary, St. Ann Bauxite Holdings Ltd.,
ultimately owns 49% of a bauxite mining operation in St. Ann,
Jamaica. The group's ultimate parent is Noranda Aluminum Holding
Corporation. During the twelve months ending June 30, 2015, Noranda
shipped approximately 436.8 million pounds of primary aluminum to
external customers and 383.6 million pounds of fabricated products,
generating revenues of $1.4 billion.



NORTEK INC: In Talks with United Technologies on Acquisition
------------------------------------------------------------
Ted Mann and Dana Mattioli, writing for The Wall Street Journal,
reported that United Technologies Corp. is in talks to buy Nortek
Inc., a maker of home-security and ventilation systems, according
to people familiar with the matter, in a deal that would mark the
industrial conglomerate's latest move to remake itself amid
lackluster results.

According to the report, as of midday Aug. 20, Nortek had a market
value of $1.2 billion and a so-called enterprise value, which
includes debt, of more than $2.5 billion.

The Journal related that Nortek filed for bankruptcy in 2009 and
eliminated $1.3 billion of debt in the process.  Since emerging
from bankruptcy that same year, Nortek has warned in regulatory
filings that it could still face trouble managing its outstanding
debt, which totaled more than $1.3 billion at the end of 2014, the
report related.

                         About Nortek

Nortek (through its subsidiaries) is a leading diversified global
manufacturer of innovative, branded residential and commercial
ventilation, HVAC and home technology convenience and security
products.  Nortek offers a broad array of products including:
range hoods, bath fans, indoor air quality systems, medicine
cabinets and central vacuums, heating and air conditioning
systems, and home technology offerings, including audio, video,
access control, security and other products.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort.  Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.

Nortek, Inc. and its affiliated domestic companies announced they
completed their financial restructuring and emerged from
bankruptcy mid-December 2009.  The emergence, which came only 57
days after the filing of a prepackaged plan of reorganization,
follows confirmation of the plan on December 4, 2009 by Judge
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware.


OLDKNOW FAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Oldknow Family Properties, LLC
        PO Box 27621
        Panama City Beach, FL 34211

Case No.: 15-21696

Chapter 11 Petition Date: August 20, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Hon. James R. Sacca

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY PC
                  P. O. Box 2758
                  Gainesville, GA 30503-2758
                  Tel: 770-531-0007
                  Fax: (678) 866-2360
                  Email: ckelley@cummingskelley.com

Total Assets: $2.1 million

Total Debts: $1.10 million

The petition was signed by Larry R. Oldknow, manager.

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


ORLANDO GATEWAY: Court Ends Nilhan's Exclusive Period to File Plan
------------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida terminated the exclusive period of
Nilhan Hospitality LLC to file a plan on July 31, 2015.

Largest secured creditors Good Gateway, LLC, and SEG Gateway, LLC,
have asked that the Court appoint a Chapter 11 trustee in the
case.

At a hearing on July 27, 2015, the Debtor, and Good Gateway and SEG
Gateway announced the resolution of several contested matters
including an agreement providing for the termination of the
exclusivity period for the filing of a plan under 11 U.S.C. Sec.
1121(b).

                    About Orlando Gateway

Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.
15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan
Thakkar, the manager, signed the petitions.  

Orlando Gateway is a $500 million retail and residential complex --
which includes two restaurants, a Bonefish Grill and Carraba's, and
plans for additional commercial and residential build out -- near
Orlando International Airport.  

Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Orlando Gateway disclosed
$9,186,413 in assets and $54,204,216 in liabilities as of the
Chapter 11 filing.

The Debtors are represented by Kenneth D Herron, Jr., Esq., at
Wolff, Hill, McFarlin & Herron, P.A.


ORLANDO GATEWAY: Gets Court Approval to Hire Soifer as CRO
----------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Orlando Gateway Partners LLC
and Nilhan Hospitality LLC to employ Terry Soifer and Consulting
CFO Inc. as their chief restructuring officer.

Mr. Soifer will have these duties and powers:

     a) Sole signatory power on all debtor-in-possession accounts;

     b) Sole authority to make all disbursements;

     c) The duty to prepare all monthly debtor-in-possession
reports;

     d) The authority to approve any amendment to an existing lease
or execution of any new lease and, absent such approval by Mr.
Soifer, no lease amendments or executions may occur without prior
Court approval;

     e) The responsibility and authority for all day-to-day
operations;

     f) Have control over and access to all books and records of
the Debtor;

     g) Be the primary interface with any broker and coordinate
updates from the broker to the Debtor and creditors; and

     h) Cooperate and communicate with the Debtor and all secured
creditors in respect of the operation of the businesses and any
sales efforts.

Mr. Soifer will not have authority to take any of these actions:

     a) file a plan;

     b) prosecute causes of action or claims objections; or

     c) act as an expert witness for any party in this case.

Mr. Soifer will charge the Debtor at $275 per hour for services
rendered.  As a condition of performing the services, Mr. Soifer
has requested that the Debtor and Orlando Gateway Partners LLC
(Case No. 6:15-bk-03448) pay a total retainer of $30,000 to be
applied against fees and costs as they are incurred.

Terry Soifer assured the Court that he and his firm do not hold any
interests adverse to the Debtors and their estate, and are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.

Mr. Soifer can be reached at:

  Terry Soifer
  Consulting CFO, Inc.
  2100 Lee Road, Suite F
  Winter Park, FL 32789.
  Tel: 407.628.5534
  Fax: 407.628.4429
  Email: terry@terrysoifer.com

                    About Orlando Gateway

Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.
15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan
Thakkar, the manager, signed the petitions.  

Orlando Gateway is a $500 million retail and residential complex --
which includes two restaurants, a Bonefish Grill and Carraba's, and
plans for additional commercial and residential build out -- near
Orlando International Airport.  

Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Orlando Gateway disclosed
$9,186,413 in assets and $54,204,216 in liabilities as of the
Chapter 11 filing.

The Debtors are represented by Kenneth D Herron, Jr., Esq., at
Wolff, Hill, McFarlin & Herron, P.A.


ORLANDO GATEWAY: Nilhan May Use Cash Collateral Thru Aug. 31
------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, on an interim basis, Nilhan
Hospitality LLC to use cash collateral until Aug. 31, 2015,
pursuant to the budget.

The proceed of the cash collateral will be used to pay:

     a) amounts expressly authorized by this Court, including
payments to the United States Trustee for quarterly fees;

     b) the current and necessary expenses set forth in the budget,
plus an amount not to exceed 10% for each line item; and

     c) such amounts as may be expressly approved in writing by
SummitBridge National Investments IV LLC.

The Debtor said SummitBridge and each creditor with a security
interest in cash collateral will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any document as may otherwise be required under
applicable non-bankruptcy law.  Nilhan said it will pay to
SummitBridge, as adequate protection payments, (a) within five days
of the date hereof the amount of $58,448, and (b) on the 10th day
of each month commencing on August 10, 2015, the amount of
$33,000.

The Court will conduct a non-evidentiary status conference on the
Debtor's cash collateral motion on Aug. 26, 2015 at 2:45 p.m. in
Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West
Washington Street in Orlando, Florida.

A full-text copy of interim order, together with a copy of the cash
collateral budget, is available for free at http://is.gd/3ZIM9K

Largest secured creditors Good Gateway, LLC, and SEG Gateway, LLC,
have asked  the Court to appoint a Chapter 11 trustee in the case.

                    About Orlando Gateway

Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.
15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan
Thakkar, the manager, signed the petitions.  

Orlando Gateway is a $500 million retail and residential complex --
which includes two restaurants, a Bonefish Grill and Carraba's, and
plans for additional commercial and residential build out -- near
Orlando International Airport.  

Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Orlando Gateway disclosed
$9,186,413 in assets and $54,204,216 in liabilities as of the
Chapter 11 filing.

The Debtors are represented by Kenneth D Herron, Jr., Esq., at
Wolff, Hill, McFarlin & Herron, P.A.


ORLANDO GATEWAY: Nilhan Survives Both Dismissal, Conversion Bid
---------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida denied the request of Guy G. Gebhardt,
Acting U.S. Trustee for Region 21, to dismiss the Chapter 11 case
of Nilhan Hospitality LLC or convert the case to one under Chapter
7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 26, 2015,
Timothy S. Laffredi, Esq., at the Office of the U.S. Trustee, in
Orlando, Florida, told the Court that the Debtor has failed to
comply with a bankruptcy court order as it had failed to cooperate
with the U.S. Trustee by providing requested documents and
responding to inquiries.  Mr. Laffredi further said the Debtor has
failed to file required documents in a timely manner and provide
information routinely and reasonably requested by the U.S.
Trustee.

Mr. Laffredi asserts that the Debtor's failure to comply with its
basic duties under the Bankruptcy Code demonstrates that the Debtor
has failed to perform its fiduciary duties as a
debtor-in-possession of the bankruptcy estate.  He further asserts
that the unnecessary delay caused by Debtor's failure to comply
with the most basic requirements appears to be a calculated effort
to further delay the bankruptcy proceedings.

Largest secured creditors Good Gateway, LLC, and SEG Gateway, LLC,
have asked  the Court to appoint a Chapter 11 trustee in the case.

                    About Orlando Gateway

Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.
15-03447 and 15-03448, respectively) on April 20, 2015. Chittranjan
Thakkar, the manager, signed the petitions.  

Orlando Gateway is a $500 million retail and residential complex --
which includes two restaurants, a Bonefish Grill and Carraba's, and
plans for additional commercial and residential build out -- near
Orlando International Airport.  

Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Orlando Gateway disclosed
$9,186,413 in assets and $54,204,216 in liabilities as of the
Chapter 11 filing.

The Debtors are represented by Kenneth D Herron, Jr., Esq., at
Wolff, Hill, McFarlin & Herron, P.A.


PARKVIEW ADVENTIST: Court Approves Marcus Clegg as Counsel
----------------------------------------------------------
Parkview Adventist Medical Center sought and obtained permission
from the Hon. Peter G. Cary of the U.S. Bankruptcy Court for the
District of Maine to employ Marcus, Clegg & Mistretta, P.A. as
counsel.

The Debtor requires Marcus Clegg to:

   (a) analyze the Debtor's financial situation and advice and
       assistance to the Debtor in determining whether to file a
       petition under Chapter 11 of the Code;

   (b) prepare and file the Debtor's Petition, Schedules,
       Statement Of Financial Affairs, amendments to the
       foregoing, and all other documents and pleadings
       required by this Court, the Code, the Federal Rules of    
       Bankruptcy Procedure and the Local Rules of this Court;

   (c) represent the Debtor at the first meeting of creditors and
       responses to individual creditor inquiries;

   (d) represent the Debtor in connection with the disposition of
       any of its assets;

   (e) develop the Debtor's plan of reorganization, analysis of
       the feasibility of any such plan, drafting, filing and
       negotiation of the plan and related disclosure statement,
       responses to objections to the adequacy of the disclosure
       statement and to confirmation of the plan;

   (f) review and evaluation of the Debtor's executory contracts
       and unexpired leases, and representation of the Debtor with

       respect to any motions to assume or reject such contracts
       and leases;

   (g) represent the Debtor in connection with any adversary
       proceedings or automatic stay litigation which may be
       commenced in these proceedings;

   (h) analyze the Debtor's cash flow and business operations,
       advice to the Debtor regarding its responsibilities as a
       debtor in possession and its post-petition financial
       operations, negotiation of any borrowing and cash
       collateral stipulations which may be required, furnishing
       of financial information to the U.S. Trustee's Office and
       to any committee appointed pursuant to Section 1102 of the
       Code;

   (i) review and analyze various claims of the Debtor's creditors

       and the treatment of such claims;

   (j) represent the Debtor regarding post-confirmation operations

       and consummation of any plan of reorganization;

   (k) represent and advice the Debtor with respect to general
       non-profit corporation matters and general business law
       issues; and

   (l) general representation of the Debtor during these
       bankruptcy proceedings.

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

The Debtor paid Marcus Clegg $25,000 retainer.

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

Marcus Clegg can be reached at:

       George J. Marcus, Esq.
       MARCUS, CLEGG & MISTRETTA, P.A.
       One Canal Plaza, Ste. 600
       Portland, ME 04101
       Tel: (207) 828-8000
       Fax: (207) 773-3210
       E-mail: gmarcus@mcm-law.com

                      About Parkview Adventist

Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a faith-based acute care community
hospital located in Brunswick, Maine, affiliated with the Seventh
Day Adventist Church.  Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.

Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015.  The case is
assigned to Judge Peter G Cary.

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

According to the docket, the appointment of a health care ombudsman
is due by July 16, 2015.  The deadline for filing claims is Oct. 7,
2015.  The Debtor's plan and disclosure statement are due Oct. 14,
2015.

The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.


PARKVIEW ADVENTIST: Court Okays Sale to Mid Coast
-------------------------------------------------
Portland Press Herald reports that the Hon. Peter Cary of the U.S.
Bankruptcy Court for the District of Maine approved on Thursday the
sale of Parkview Adventist Medical Center to Mid Coast Hospital.

According to Portland Press, the sale is part of a bankruptcy
action filed in June by Parkview Adventist.

Portland Press relates that under the terms of the agreement, Mid
Coast will: (i) pay Parkview Adventist $3.8 million at the closing;
(ii) forgive $579,540 of an advance it gave to Parkview Adventist
during the bankruptcy proceeding; and (iii) commit $1 million each
year for three consecutive into the Parkview Adventist campus.  The
report adds that Parkview Adventist workers are expected to be
rehired by Mid Coast.

                     About Parkview Adventist

Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a faith-based acute care community
hospital located in Brunswick, Maine, affiliated with the Seventh
Day Adventist Church.  Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.

Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015.  The case is
assigned to Judge Peter G Cary.

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

According to the docket, the appointment of a health care ombudsman
is due by July 16, 2015.  The deadline for filing claims is Oct. 7,
2015.  The Debtor's plan and disclosure statement are due Oct. 14,
2015.

The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.


PASSAIC HEALTHCARE: PMC Wants Interest Attached to Sale Proceeds
----------------------------------------------------------------
Philips Medical Capital, LLC, objected to Passaic Healthcare
Services, LLC, doing business as Allcare Medical, et al.'s motions
(A) for an order authorizing the Debtors to (i) sell their
inventory and equipment, and (ii) approving sale and auction
procedures in connection therewith including, without limitation,
stalking horse bidder's expense reimbursement; and (B) for order
approving settlement agreement between the Debtors, Essex Capital
Corporation and Cornerstone Essex Leasing Co. LLC, and Sequoia
Healthcare Services, LLC.

According to PMC, to the extent that PMC's collateral is being
sold, its interests must attach to the proceeds of the sale, and
appropriate procedures should be implemented to govern the
allocation of proceeds from the sale.

PMC is represented by:

         Anne M. Aaronson, Esq.
         Catherine G. Pappas, Esq.
         DILWORTH PAXSON LLP
         1500 Market Street, Suite 3500E
         Philadelphia, PA 19102-2101

                     About Passaic Healthcare

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in
Galloping Hill Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic
began using "Allcare Medical" as trade name for its entire
business, and discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014.
The case is assigned to Judge Christine M. Gravelle.

Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.

U.S. Trustee for Region 3 appointed five creditors to serve on the
Official Committee of Unsecured Creditors.  The Committee tapped
Arent Fox LLP as its counsel, and CBIZ Accounting, Tax & Advisory
of New York, LLC as it financial advisors.



PATRIOT COAL: Court Approves Kutak Rock as Bankruptcy Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Patriot Coal Corporation, et al., to retain Kutak Rock
LLP as co-counsel effective nunc pro tunc to the Petition Date.

Kutak Rock is expected to primarily provide these services:

   -- provide legal advice and services regarding local rules,
practices, and procedures and providing substantive and strategic
advice on how to accomplish the Debtors' goals in connection with
the prosecution of these chapter 11 cases, bearing in mind that the
Court relies on co-counsel such as Kutak Rock to be involved in all
aspects of these bankruptcy cases;

   -- review, comment, or prepare drafts of documents to be filed
with the Court as co-counsel to the Debtors;

   -- appear in Court and at any meeting with the U.S. Trustee and
any meeting of creditors at any given time on behalf of the Debtors
as their co-counsel.

The Debtors, by separate application, have also asked the Court to
approve the retention of Kirkland & Ellis LLP as co-counsel with
respect to the Chapter 11 cases.  Kutak Rock has discussed the
division of responsibilities with K&E and will make every effort to
avoid duplication of efforts in connection with the Chapter 11
cases.

On May 29, 2015, the Debtors amended their application, stating
that Kutak Rock has advised the Debtors that it intends to monitor
carefully and coordinate with the other professionals retained by
the Debtors in the Chapter 11 cases and will clearly delineate
their respective duties to prevent duplication of effort.
Efficient coordination of efforts of the Debtors' attorneys and
other professionals will add to the effective administration of the
cases.

The Debtors also have agreed that Kutak Rock will be reimbursed for
all actual out-of-pocket expenses incurred by the firm on the
Debtors' behalf.

To the best of the Debtors' knowledge, Kutak Rock (a) is a
“disinterested person,” as that phrase is defined in Section
101(14) of the Bankruptcy Code.

Kutak Rock also said that it intends to make a reasonable effort to
comply with the U.S. Trustee's requests for information and
additional disclosures as set forth in the Guidelines for Reviewing
Applications for compensation and reimbursement of expenses filed
by attorneys in larger chapter 11 cases effective as of Nov. 1,
2013 both in connection with the application and the interim and
final fee applications to be filed by Kutak Rock in the cases and
Kutak Rock will use it reasonable efforts to avoid any duplication
of services provided by any of the Debtors' other professionals.

Michael A. Condyles, a partner with Kutak Rock, filed a
supplemental declaration in support of the application.

Kutak Rock maintains an office in Richmond, Virginia located at
1111 East Main Street, Suite 800, Richmond, Virginia.

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.

                        *     *     *

The deadline to file bids for the Debtors' assets is Sept. 4, 2015,
at 5:00 p.m.  An auction will take place on Sept. 9, at 10:00 a.m.

Patriot Coal has filed with the Bankruptcy Court a letter of intent
for a proposed sale of a substantial majority of its operating
assets to Blackhawk Mining, LLC, as well as a motion outlining
bidding procedures.  Under the terms of the letter of intent,
Blackhawk would issue to Patriot's secured lenders new debt
securities totaling approximately $643 million plus Class B Units
providing them an ownership stake in Blackhawk.  In addition,
Blackhawk would assume or replace surety bonds supporting
reclamation and related liabilities associated with the purchased
assets.


PATRIOT COAL: Morrison & Foerster OK'd as Committee's Lead Counsel
------------------------------------------------------------------
The Hon. Keith Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Patriot Coal Corporation, et
al., to retain Morrison & Foerster LLP as its lead counsel, nunc
pro tunc to May 21, 2015.

Morrison & Foerster is expected to perform the legal services that
will be necessary during the cases.

The firm's hourly rates for matters implicated in the cases range
as:

   a) the hourly rates for partners and senior counsel range from
$785 per hour to $1,275 per hour, based upon a variety of factors,
including seniority and distinction and expertise in one's field;

   b) the hourly rates for of counsel range from $620 per hour to
$995 per hour;

   c) the hourly rates for associates range from $405 per hour to
$785 per hour, based upon year of graduation from law school; and

  d) the hourly rates for paraprofessionals range from $200 per
hour to $400 per hour.

To the best of the Committee's knowledge, Morrison & Foerster is
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

        James M. Peck, Esq.
        Lorenzo Marinuzzi, Esq.
        Jennifer L. Marines, Esq.
        MORRISON & FOERSTER LLP
        250 West 55th Street
        New York, NY 10019-9601
        Tel: (212) 468-8000
        Fax: (212) 468-7900

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.

                        *     *     *

The deadline to file bids for the Debtors' assets is Sept. 4, 2015,
at 5:00 p.m.  An auction will take place on Sept. 9, at 10:00 a.m.

Patriot Coal has filed with the Bankruptcy Court a letter of intent
for a proposed sale of a substantial majority of its operating
assets to Blackhawk Mining, LLC, as well as a motion outlining
bidding procedures.  Under the terms of the letter of intent,
Blackhawk would issue to Patriot's secured lenders new debt
securities totaling approximately $643 million plus Class B Units
providing them an ownership stake in Blackhawk.  In addition,
Blackhawk would assume or replace surety bonds supporting
reclamation and related liabilities associated with the purchased
assets.


PATRIOT COAL: Stahl Cowen Okayed as Counsel for Retiree Committee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized the Official Retiree Committee in the Chapter 11 cases
of Patriot Coal Corporation to retain Stahl Cowen Crowley Addis LLC
as it counsel, nunc pro tunc to July 9, 2015.

As reported in the Troubled Company Reporter on July 30, 2015,
Stahl Cowen is expected to, among other things:

   a. counsel the Retiree Committee with respect to the general
duties of a committee formed, advise the Retiree Committee members
with respect to their fiduciary duties, and its duty to communicate
with the retiree constituents;

   b. investigate the assets, liabilities and financial condition
of the Debtors and the Debtors non-debtor affiliates (if any),
reviewing post-bankruptcy transactions involving the Debtors and
the various orders entered by the Court; and

   c. investigate the claims or asserted priorities of other
parties with respect to the assets of Debtors and related efforts.

The hourly rates of SCCA's personnel are:

      Name          Title                   Hourly Rate
      ----          -----                   -----------
Jon D. Cohen        partner (1991)             $560
Jeremy Kreger       partner (2003)             $425
John Burnett        partner (2005)             $415
Kevin Hunt          partner (2004)             $400
Eric Malnar         associate (2005)           $375
Melissa Lettiere    associate (2007)           $350
Stephanie Stinton   associate (2007)           $350
Paralegals                                     $150

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

                        Retiree Committee

On July 7, 2015, Judy A. Robbins, U.S. Trustee for Region 4,
appointed five retirees to serve on the Committee of Retired
Employees:

      1. James R. Gillenwater
      2. Elizabeth Wills
      3. Harold D. Green
      4. Carl Egnor, UMWA representative
      5. David L. McDonald

The United Mine Workers of America -- the representative of the
interests of over 2,500 active and laid-off employees at the
Debtors' mining complexes and headquarters and about 11,000
retirees -- submitted a response to the motion to appoint Retiree
Committee, on behalf of itself and its board members in their
personal capacity, Patriot Coal Corporation retirees John Wills,
Jim Gillenwater and John Knab, along with retiree Liz Wills, and
other similarly situated non-union retirees of the Debtors.

UMWA sought consideration to serve on the proposed Retiree
Committee as it intends to protect the interests of the UMWA
employees and UMWA retirees throughout the bankruptcy process.

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.

                        *     *     *

The deadline to file bids for the Debtors' assets is Sept. 4, 2015,
at 5:00 p.m.  An auction will take place on Sept. 9, at 10:00 a.m.

Patriot Coal has filed with the Bankruptcy Court a letter of intent
for a proposed sale of a substantial majority of its operating
assets to Blackhawk Mining, LLC, as well as a motion outlining
bidding procedures.  Under the terms of the letter of intent,
Blackhawk would issue to Patriot's secured lenders new debt
securities totaling approximately $643 million plus Class B Units
providing them an ownership stake in Blackhawk.  In addition,
Blackhawk would assume or replace surety bonds supporting
reclamation and related liabilities associated with the purchased
assets.


PENN HILLS: Moody's Gives B3 Underlying Rating to 2015 GO Bonds
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 underlying rating and a
Baa1 pre-default enhanced rating to Penn Hills School District,
PA's $18 million General Obligation Bonds, Series of 2015 and $2
million General Obligation Notes, Series of 2015. The outlook on
the underlying rating is negative; the outlook on the pre-default
enhanced rating is stable. Concurrently, Moody's has affirmed the
B3 underlying and B1 post-default enhanced ratings on $53 million
of outstanding general obligation bonds. The outlook on the
post-default enhanced rating is negative, reflecting the outlook on
the underlying rating.

Issue: General Obligation Bonds, Series of 2015; Underlying Rating:
B3; Enhanced Rating: Baa1; Sale Amount: $18,000,000; Expected Sale
Date: 09-02-2015; Rating Description: General Obligation Limited
Tax

Issue: General Obligation Notes, Series of 2015; Underlying Rating:
B3; Enhanced Rating: Baa1; Sale Amount: $2,000,000; Expected Sale
Date: 09-02-2015; Rating Description: General Obligation Limited
Tax

SUMMARY RATING RATIONALE

The B3 underlying rating reflects the rapid and severe
deterioration in the district's financial position and liquidity to
the point where it could only meet its April 1, 2015 debt service
payment obligation with the help of the state's intercept program,
which proactively advanced funds to ensure timely payment. Moody's
believes it is still possible the district could continue to depend
upon state assistance to make future debt service payments for the
near term given its distressed credit fundamentals, which include
weak governance, a willingness to risk default on general
obligation bonds, and large budget pressures driven by charter
school enrollment, a high debt burden and already heavy pension
contributions.

Moody's said, "The Baa1 pre-default enhanced rating on the
district's current issuance reflects our assessment of the
Pennsylvania School District Fiscal Agent Agreement Intercept
Program, which provides for the pre-default intercept of state aid
through a direct payment to the paying agent. The rating is three
notches lower than the A1 rating assignment on other pre-default
structures under Act 150 due to the speculative characteristics of
the underlying credit strength and uncertainty of funding based on
a delay in the state's budget adoption."

"The B1 post-default enhanced rating reflects that the intercept
program has no structural requirement for future debt service
payments to be made prior to default. The rating recognizes that
state aid is sufficient to cover debt service, and that any missed
payments by the underlying are expected to be swiftly repaid by the
state such that 100% recovery in this situation is likely. Although
the state paid the district's April 1, 2015 debt service payment on
time, the rating incorporates our expectation that future intercept
payments could be made post-default, most likely within a few days
after any failure to pay by the district. However, Moody's notes
that competing claims for state aid from pensions and charter
school enrollments could limit the availability of these funds to
cover or assist with future debt service payments."

OUTLOOK

Moody's said, "The negative outlooks on both the post-default
enhanced and underlying ratings reflect our expectation of
sustained and ongoing financial stress given the lack of liquidity
to meet payment obligations and uncertainty over how the district
will restore cash flow sufficiency. Given the district's reliance
on state aid to pay debt service through the intercept program, the
negative outlook also reflects our expectation that competing
claims on the district's state aid, such as charter school tuition
and pension contributions, are likely to pressure coverage of debt
service from this source."

The stable outlook of the pre-default enhanced rating is based on
the state's stable outlook.

WHAT COULD MAKE THE RATING GO UP (REMOVAL OF NEGATIVE OUTLOOK)

-- Stabilization of operating position

-- Sustained reversal of the negative operating trend that
    reduces the district's reliance on the state to meet debt
    service and other payments

WHAT COULD MAKE THE RATING GO DOWN

-- Erosion of state aid given rising claims from state pension
    system and charter schools

-- Prospect of a debt restructuring that would impose loss on
    bondholders

OBLIGOR PROFILE

The district has a population of 42,423 and provided K-12 education
to approximately 3,900 students. It is located in the eastern
central part of Allegheny County in the southwest portion of the
state, approximately 9 miles east of downtown Pittsburgh.

LEGAL SECURITY

Debt service on the bonds and notes are secured by a general
obligation limited tax pledge, as debt service is not exempt from
the limitations of Special Session Act 1 (Taxpayer Relief Act). The
2015 bonds are enhanced with additional security through a State
Appropriation Intercept Agreement which ensures the disbursement of
available state aid directly to the paying agent to pay debt
service on a pre-default basis.

USE OF PROCEEDS

Bond proceeds will be used towards the payment of current expenses
of the district; or deficit financing. The note proceeds will be
used towards a current refunding of the fiscal 2015 principal and
extend the maturity out to fiscal 2028.



PETERSBURG REGENCY: Creditors Seek to Dismiss Ch. 11
----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on September 9, 2015 at 10:00 a.m., to consider
the motion seeking approval of a settlement among parties in the
Chapter 11 case of Petersburg Regency, LLC, regarding the
distribution of $10,230,626 on deposit with the Circuit Court of
Petersburg in Virginia.

The Bankruptcy Court, on the Sept. 9 hearing, will also conduct a
continued hearing on LeClair Ryan, a Professional Corporation's
motion for an order dismissing the case, Jim Burt's Amended
Cross-Motion for order directing the disbursement of insurance
proceeds; and Burt's Motion to Expunge Claims of Specialized
Environmental Services d/b/a ATI Air Technology, Inc.

The creditor group supporting the Amended Cross-Motion of Burt is
granted derivative standing to file and serve a Settlement Motion.
Objections to the Settlement Motion, as well as any further
objections to the Amended Cross-Motion or Motion to Dismiss, if
any, must be filed no later than August 31.  Any replies by those
supporting the Settlement Motion and the Amended Cross-Motion must
be filed no later than September 4.

Jim Burt, in his amended cross-motion, asserts that the only
collateral in the Chapter 11 case -- the Interpleader Funds -- is a
property interest that belongs exclusively to the secured
creditors.  Continued litigation is virtually guaranteed to destroy
what little value is being set aside by consent for rank and file
creditors here, Burt asserted.

Ittleson Trust-2010-1 joins in the Cross-Motion and the dismissal
proposed in the Cross-Motion.  Ittleson asserts that any claim by
the Debtor that it should be given an opportunity to attack and
fulminate against claims is subject to the reality that a plan by
the creditors could provide for settlement or compromise of any
such effort.

LeClairRyan asserts that the case must be dismissed as a bad faith
filing, and that the dismissal can be structured to approve the
distribution of the Interpleader Fund as proposed in the Burt
Cross-Motion.  LeClairRyan further asserts that even if this case
could otherwise be maintained, the Debtor has been unable to
plausibly suggest that the Interpleader Fund is anything other than
fully encumbered.

The Court directs the parties to engage in a mediation session
regarding the Motion to Dismiss, the Amended Cross-Motion and the
Settlement Motion, with the mediation currently scheduled to take
place at 11:00 a.m. on September 8, with the Honorable Michael
Kaplan, U.S.B.J., serving as mediator.  A status conference
regarding the adversary proceeding (Adv. Pro. No. 15-1995) will
also be held on September 9, at 10:00 a.m.

Ittleson Trust-2010-1 is represented by:

         Gary F. Eisenberg, Esq.
         PERKINS COIE LLP
         30 Rockefeller Plaza, 22nd Floor
         New York, New York 10112-0085
         Tel: (212) 262-6900
         Fax: (212) 977-1632
         Email: Geisenberg@perkinscoie.com

LeClair Ryan,  A Professional Corporation is represented by:

         Douglas J. McGill, Esq.
         WEBBER MCGILL LLC
         760 Route 10
         Suite 104
         Whippany, NJ 07981
         Tel: (973) 739-9559
         Fax: (973) 739-9575
         www.webbermcgill.com

Jim Burt is represented by:

          Warren J. Martin Jr.
          PORZIO BROMBERG & NEWMAN, P.C.
          100 Southgate Parkway
          P.O. Box 1997
          Morristown, NJ 07962-1997
          Tel:(973)889-4006  
          Fax:(973)538-5146  
          Email: wjmartin@pbnlaw.com

                        About Petersburg Regency

Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April
20, 2015.  The case is assigned to Judge Vincent F. Papalia.

An involuntary bankruptcy case was previously filed against the
company (Bankr. E.D. Va. Case No. 15-30526) but the case was
dismissed by consent order in March 2015.

The Debtor tapped David Edelberg, Esq., at Nowell Amoroso Klein
Bierman, P.A., in Hackensack, New Jersey, as counsel.

According to the docket, the Debtor's exclusive period to file a
plan expires on Aug. 18, 2015.


PICACHO HILLS: Settlement With Former Bankruptcy Counsel Approved
-----------------------------------------------------------------
Judge David T. Thuma of the United States Bankruptcy Court for the
District of New Mexico granted the Chapter 7 Trustee's motion to
approve a settlement reached with Picacho Hills Utility Company,
Inc.'s former bankruptcy counsel, William F. Davis & Associates,
P.C.

On October 15, 2014, the Davis Firm filed its final fee
application, asking for approval of $175,618 as a Chapter 11
administrative expense.  The Trustee and others objected, but the
objection was resolved through a proposed settlement under which
the Davis Firm's approved fees would be only $99,527.  The Davis
Firm also agreed to potential disgorgement if the estate turned out
to be administratively insolvent.  The proposed settlement included
settlement of any estate malpractice claims against the Davis Firm
or William F. Davis.

The Debtor and its sole shareholder, Stephen Blanco, objected to
the settlement, arguing that the estate has substantial malpractice
claims against the former counsel, the value of which is not
sufficiently reflected in the settlement.  The malpractice claim
was based on Davis Firm's failure to object to the sale of PHUC's
assets for only $2,150,000, which was way below the expert
testimony valuation of between $5,600,000 to $8,000,000.

The Trustee countered that PHUC and Blanco lacked standing to
object, and also that the alleged malpractice claims have very
little or no value.

Judge Thuma held that PHUC and Blanco have standing because they
were able to demonstrate that the theoretical recovery on the
malpractice claim could be enough to create a surplus after all
debts are satisfied.  Judge Thuma, however, held that the
settlement is well within the range of reasonableness, and should
be approved.  The judge explained that the complexity of the
malpractice claim, the expense to litigate it, and the time it
would take to complete the litigation, weighs in favor of
settlement.

The case is In re: PICACHO HILLS UTILITY COMPANY, INC., Debtor,
CASE NO. 13-10742-TL7 (Bankr. D.N.M.).

A full-text copy of Judge Thuma's July 31, 2015 memorandum opinion
is available at http://is.gd/OEckrFfrom Leagle.com.

               About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.


PROTOM INTERNATIONAL: Has Final OK to Obtain $1.8MM in DIP Loan
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, gave Protom International, Inc., and its
debtor affiliates final authority to obtain up to an aggregate
principal amount not to exceed $1,861,677 from Michaelson Capital
Partners, LLC, as lender.

The Court overruled the objection raised by McLaren Health Care
Corporation, which asserted that McLaren holds title to the McLaren
Proton Therapy System and opposes the granting of any lien or
security interest to the Lender on the McLaren Proton Therapy
System.  McLaren told the Court that the Debtors' proposed Budget
does not include payment to McLaren of this monthly administrative
cost.  Although McLaren is not currently requesting the present
payment of this administrative cost, McLaren does not agree to
waive or release its administrative expense claim against the
Debtor.  A dispute exists among the Debtor, the Lender and McLaren
as to the title to the McLaren Proton Therapy System, which dispute
is not resolved by the terms of this Order.

Mclaren Health Care Corporation is represented by:

          Stephen M. Pezanosky, Esq.
          Autumn D. Highsmith, Esq.
          HAYNES AND BOONE LLP
          2323 Victory Avenue, Suite 700
          Dallas TX 75219-7672
          Tel: (214) 651-5000
          Fax: (214) 651-5940
          Email: stephen.pezanosky@haynesboone.com
                 autumn.highsmith@haynesboone.com

             -- and --

          Julie Beth Teicher, P.C., Esq.  
          ERMAN, TEICHER, ZUCKER &
          FREEDMAN, P.C.
          400 Galleria Officentre, Suite 444
          Southfield, MI 48034
          Tel: (248) 827-4100
          Fax.: (248) 827-4106
          Email: jteicher@ermanteicher.com

                 About ProTom International

ProTom International Inc. is a medical technology focused on
proton therapy for cancer patients.  The Company and affiliate
ProTom International, LLC, have the exclusive rights to sell in
the
U.S. the compact accelerators developed by Russia-based ZAO Protom
and owner Vladimir E. Balakin.  The ZAO system and technology were
lighter and cheaper than proton therapy systems then in operation
in the U.S.  This technology has been the basis on which ProTom
has
developed its Radiance 330 Proton Therapy System.

ProTom International, Inc., and ProTom International, LLC, sought
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-32065 and 15-32066) in Dallas on May 12, 2015.  The cases are
assigned to Judge Barbara J. Houser.

The Debtors tapped Jackson Walker, LLP as counsel, and Lain,
Faulkner & Co., P.C., as accountant.


PROTOM INTERNATIONAL: Michaelson Capital Wins Auction
-----------------------------------------------------
Protom International, Inc., and its debtor-affiliates notified the
United States Bankruptcy Court for the Northern District of Texas,
Dallas Division, that an auction was conducted on Aug. 4, 2015, and
the successful bidder for substantially all of the Debtors' assets
was Michaelson Capital Special Finance Fund, LP.

The purchase price to be paid by Michaelson includes (a) the
aggregate amount of the Michaelson Secured Claims, (b) $2.0 million
cash; (c) the Aggregate Cure Amount Payment which will be used to
pay the Cure Amounts; (d) the amount due by assumption by Buyer of
the Assumed Liabilities, and (e) the Series A Preferred Amount.

The Debtors propose to sell substantially all of their assets which
primarily include (i) its rights under the ZAO Agreement to sell
and market the Radiance 330(R) Proton Therapy System; (ii) the
rights under the patents and intellectual property developed by PII
for the design assembly and operation of the Radiance 330; (iii)
the FDA 501(k) approval of the Radiance 330(R); (iv) the Purchase
Agreements and Service Agreements with McLaren, AHS and MGH; (v)
various vendor contracts related to the sale and installation of
the Radiance 330; and (vi) various personal property and
equipment.

McLaren filed a limited objection to the proposed sale, asserting
that it has terminated the McLaren Purchase Agreement and has fully
paid the Contract Price under the McLaren Purchase Agreement, and
objects to (i) any sale by the Debtors to the extent that it seeks
to include the McLaren Proton Therapy System, the items located in
Flint, Michigan, and an assignment to any Potential Purchaser of
the Customer Contracts, the Vendor Contracts and the Other
Contracts integral to McLaren and the McLaren Proton Therapy
System, and (ii) any sale by the Debtors of the McLaren Purchase
Agreement and the McLaren Service Agreement, and (iii) any sale by
the Debtors of the ZAO Agreement and the Intellectual Property if
the sale is not subject to the non-exclusive license granted to
McLaren under the McLaren Purchase Agreement.

Dallas County also filed a limited objection, asking the court to
grant an order that provides that the liens that secure all amounts
ultimately owed for tax year 2015 attach to the gross sale proceeds
with the same validity, priority and extent that they attached to
the assets sold or, alternatively, that year 2015 ad valorem
business personal property taxes be paid at the sale closing and
grants Dallas County such other and further relief to which it may
be justly entitled.

Mclaren Health Care Corporation is represented by:

          Stephen M. Pezanosky, Esq.
          Autumn D. Highsmith, Esq.
          HAYNES AND BOONE LLP
          2323 Victory Avenue, Suite 700
          Dallas TX 75219-7672
          Tel: (214) 651-5000
          Fax: (214) 651-5940
          Email: stephen.pezanosky@haynesboone.com
                 autumn.highsmith@haynesboone.com

             -- and --

          Julie Beth Teicher, P.C., Esq.  
          ERMAN, TEICHER, ZUCKER &
          FREEDMAN, P.C.
          400 Galleria Officentre, Suite 444
          Southfield, MI 48034
          Tel: (248) 827-4100
          Fax.: (248) 827-4106
          Email: jteicher@ermanteicher.com

Dallas County is represented by:

          Laurie Spindler Huffman
          Linebarger Goggan Blair & Sampson, LLP
          2777 N. Stemmons Fwy, Suite 1000
          Dallas, TX 75207
          Tel: (469) 221-5125
          Fax: (469) 221-5002
          Email:  laurie.huffman@lgbs.com

                        About ProTom International

ProTom International Inc. is a medical technology focused on
proton therapy for cancer patients.  The Company and affiliate
ProTom International, LLC, have the exclusive rights to sell in
the
U.S. the compact accelerators developed by Russia-based ZAO Protom
and owner Vladimir E. Balakin.  The ZAO system and technology were
lighter and cheaper than proton therapy systems then in operation
in the U.S.  This technology has been the basis on which ProTom
has
developed its Radiance 330 Proton Therapy System.

ProTom International, Inc., and ProTom International, LLC, sought
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-32065 and 15-32066) in Dallas on May 12, 2015.  The cases are
assigned to Judge Barbara J. Houser.

The Debtors tapped Jackson Walker, LLP as counsel, and Lain,
Faulkner & Co., P.C., as accountant.  


RECYCLE SOLUTIONS: Novacopy Seeks to Repossess Copy Machine
-----------------------------------------------------------
Novacopy asks the U.S. Bankruptcy Court for the Western District of
Tennessee, Western Division, to lift the automatic stay imposed in
the Chapter 11 case of Recycle Solutions, Inc., to allow it to
repossess a copy machine from Debtor.

Tracey P. Malone, Esq., in Bartlett Tennessee, tells court that the
Debtor is indebted to Novacopy with the approximate principal
balance of $1,697 pursuant to a Lease Agreement for a KM C364 copy
machine.  This Lease Agreement provides for lessee to pay 60
monthly installments in the amount of $565.92.  Ms. Malone adds
that the Debtor has defaulted on its obligations under the terms of
the Agreement.  She says the Debtor is three months in arrears.
Novacopy needs to repossess the said copy machine before its
interests in said property are further impaired, Ms. Malone tells
the Court.

Novacopy is represented by:

          Tracey P. Malone, Esq
          Freeman C. Marr, Esq
          2850 Bartlett Road
          Bartlett, TN 38134
          Tel:(90l) 388-6682

                      About Recycle Solutions

Recycle Solutions, Inc., founded in 2002, is in the business of
recycling and reusing plastic, wood and packaging for film
rolls.  The company is owned by James Downing (75%) and Mark
Huber (25%).  Founded in 2001 by James Downing, Recycle Solutions
currently has operations in Tennessee and Georgia.  It is
headquartered in Memphis, Tennessee, with at its 7.5-acre
recycling center.

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

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

The U.S. Trustee for Region 8 appointed three creditors to serve
on
the official committee of unsecured creditors. Adam B. Emerson of
Bridgforth & Buntin, PLLC, represents the Committee as counsel.

                          *     *     *

Recycle Solutions has filed a reorganization plan that
contemplates
an orderly sale of the business as a going concern, whether in
part
or as a whole, following the effective date of the Plan.

Judge George W. Emerson, Jr., will convene a hearing on July 16,
2015, at 9:30 a.m. to consider approval of the disclosure
statement
explaining the Plan.  Objections to the adequacy of the
information
in the disclosure statement are due July 6.


RENAULT WINERY: Proposes Sept. 22 Auction for Assets
----------------------------------------------------
Renault Winery and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of New Jersey to approve bidding procedures
in connection with the proposed sale of substantially all of their
assets.

Equity Partners HG LLC will assist the Debtors in accomplishing the
sale of their assets, pursuant to their Court-approved retention
agreement.

The Debtors propose this timeline:

  -- The bid deadline is Sept. 18, 2015;

  -- An auction will be conducted on Sept. 22, 2015, if they
receive at least one qualified bid; and

  -- The Debtors seek to close on the sale not later than Oct. 15,
2015 which is the deadline for making the reduced payment to the
Bank under the terms of the Bank Settlement Agreement.

John P. Leon, Esq., at Subranni Zauber, LLC, in Marlton, New
Jersey, tells the Court that the Debtors believe that the prompt
sale of their assets is necessary to maximize and preserve the
value of the Debtors' businesses.  Mr. Leon further tells the Court
that the Bid Procedures will ensure that the Debtors' sale process
is conducted openly and in a manner that will encourage bidders to
submit bids that will best maximize the value of the Debtors'
assets.

The deadline for the filing of objections to the proposed public
auction sale is set on Aug. 25, 2015. The hearing for such
objections is scheduled on Sept. 1, 2015 at 10:00 a.m.

Renault Winery's attorneys can be reached at:

          John P. Leon, Esq.
          SUBRANNI ZAUBER LLC
          750 Route 73 South – Suite 307B
          Marlton, NJ 08053
          Telephone: (609)347-7000
          Facsimile: (609)345-4545
          E-mail: jleon@subranni.com

                       About Renault Winery

Renault Winery, Inc., and its affiliates own and operate a hotel,
two restaurants, a golf course, and a winery.  The hotel is located
in Egg Harbor City, N.J., and the other businesses are located on
adjacent property in Galloway Township, N.J.  Renault Winery has
served South Jersey as a winery and restaurant facility for the
past 150 years.  Joseph Milza and his wife, Geraldine, took over
the operations of Renault Winery in 1974.

The companies that operate the businesses are Renault Winery Inc.
(winery, restaurant and gift shop), Renault Golf LLC (golf course),
and Tuscany House LLC (hotel, restaurant, and banquet facility).
Renault Realty Co., Renault Winery Property LLC, and Renault Winery
Inc., own the real estate on which the businesses operate, as well
as other real estate in the immediate area.
Renault Winery and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of New Jersey to approve bidding procedures
in connection with the proposed sale of substantially all of their
assets.

Equity Partners HG LLC will assist the Debtors in accomplishing the
sale of their assets, pursuant to their Court-approved retention
agreement.

The Debtors propose this timeline:

  -- The bid deadline is Sept. 18, 2015;

  -- An auction will be conducted on Sept. 22, 2015, if they
receive at least one qualified bid; and

  -- The Debtors seek to close on the sale not later than Oct. 15,
2015 which is the deadline for making the reduced payment to the
Bank under the terms of the Bank Settlement Agreement.

John P. Leon, Esq., at Subranni Zauber, LLC, in Marlton, New
Jersey, tells the Court that the Debtors believe that the prompt
sale of their assets is necessary to maximize and preserve the
value of the Debtors' businesses.  Mr. Leon further tells the Court
that the Bid Procedures will ensure that the Debtors' sale process
is conducted openly and in a manner that will encourage bidders to
submit bids that will best maximize the value of the Debtors'
assets.

The deadline for the filing of objections to the proposed public
auction sale is set on Aug. 25, 2015. The hearing for such
objections is scheduled on Sept. 1, 2015 at 10:00 a.m.

Renault Winery's attorneys can be reached at:

          John P. Leon, Esq.
          SUBRANNI ZAUBER LLC
          750 Route 73 South – Suite 307B
          Marlton, NJ 08053
          Telephone: (609)347-7000
          Facsimile: (609)345-4545
          E-mail: jleon@subranni.com

                       About Renault Winery

Renault Winery, Inc., and its affiliates own and operate a hotel,
two restaurants, a golf course, and a winery.  The hotel is located
in Egg Harbor City, N.J., and the other businesses are located on
adjacent property in Galloway Township, N.J.  Renault Winery has
served South Jersey as a winery and restaurant facility for the
past 150 years.  Joseph Milza and his wife, Geraldine, took over
the operations of Renault Winery in 1974.

The companies that operate the businesses are Renault Winery Inc.
(winery, restaurant and gift shop), Renault Golf LLC (golf course),
and Tuscany House LLC (hotel, restaurant, and banquet facility).
Renault Realty Co., Renault Winery Property LLC, and Renault Winery
Inc., own the real estate on which the businesses operate, as well
as other real estate in the immediate area.



REPUBLIC AIRWAYS: Seeks to Avoid Bankruptcy with New Pilot Contract
-------------------------------------------------------------------
Jack Nicas, writing for Dow Jones' Daily Bankruptcy Review,
reported that Republic Airways Holdings Inc., which flies on behalf
of major U.S. airlines, made a final contract offer to its pilots
after eight years of negotiations in a bid to avoid a chapter 11
restructuring largely caused by a shortage of pilots.

According to the report, Republic has been the highest-profile
victim so far of a long-anticipated pilot shortage in the U.S.
airline industry, partly fueled by new regulations that increase
the requirements to become a commercial airline pilot.

Republic Airways Holdings Inc. is the holding company of
Chautauqua
Airlines, Inc., Shuttle America Corporation and Republic Airline
Inc.
The Republic-owned airlines offer scheduled passenger services on
1,253 flights daily to 105 cities in the U.S. and Canada.


RESIDENTIAL CAPITAL: Ocwen Cannot Recover Added Losses, Court Rules
-------------------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York ruled that Ocwen Loan Servicing, LLC,
is limited to recovering indemnification for losses attributable to
servicing advances from loans specifically identified in the
original claim notice.

Ocwen purchased Residential Capital, LLC, et. al.'s mortgage
servicing platform and other servicing-related assets, including
outstanding servicing advances.  Under the parties' Asset Purchase
Agreement, the Debtors represented that the servicing advances were
valid reimbursement rights.  To the extent this "Core
Representation" is breached, the APA provides that Ocwen is
entitled to indemnification from the Debtors' estates, one year
after the sale closed.  Ocwen had to submit a claim notice to the
Debtors within one year after the closing date in order to exercise
its indemnification rights.

Ocwen submitted a claim notice shortly before the one-year period
expired, asserting that the representation about the validity of
servicing advances was breached and estimating Ocwen's damages
attributable to the breach at approximately $2 million.  An
attachment to the claim notice specifically listed approximately
6,000 loans by loan number for which Ocwen asserted that the
servicing advances were not valid and enforceable.  The claim
notice also included a statement reserving Ocwen's right to amend
its indemnification claim.

Fourteen months after the representation terminated, Ocwen
submitted a revised claim notice asserting breach of the same
representation for losses attributable to servicing advances for
over 30,000 loans, with damages now estimated at approximately $12
million.  Only 12 loans with servicing advances with estimated
losses to Ocwen of approximately $63,000 listed in the schedules to
the revised claim notice were listed in the schedules to the
original claim notice.

The ResCap Liquidating Trust, a successor in interest to the
Debtors Residential Capital, LLC, et. al., objected to Ocwen's
attempted revision of its servicing advances indemnification
claims.  The Trust asserted that the APA precludes Ocwen from
asserting indemnification claims for alleged breaches of Core
Representations after one year from the Closing Date of the sale,
or February 15, 2014.  The Trust further asserted that the
indemnification obligations, consequently, expired on the
Termination Date and only extend to those claims for which Ocwen
provided notice to the Debtors or the Trust "on or prior to the
Termination Date."  Put another way, the APA does not permit Ocwen
to assert entirely new clams after the Termination Date.

The Trust argued that each Servicing Advance is an individual
asset; and as a result, the Debtors' representation with respect to
each Servicing Advance is a separate representation to the
aggregate amount outstanding under each applicable loan.  The Trust
contended that to the extent Ocwen asserts a breach of the
representations concerning Servicing Advances, it must identify
each Servicing Advance that does not comply with the
representations in the APA and why such Servicing Advance is
non-compliant.  According to the Trust, Ocwen concedes this point
by implication because its Initial Claim Notice did not assert a
claim as to all Servicing Advances in the aggregate, but rather
asserted a claim as to the "certain" Servicing Advances that Ocwen
believed did not comply with the APA and attached a list of the
"applicable" Servicing Advances as to which Ocwen was asserting a
claim.

Judge Glenn held that the terms of the parties' contract do not
permit Ocwen to base its servicing advances indemnification claims
upon the newly identified allegedly invalid servicing advances in
its revised claim notice.

The bankruptcy case is In re: RESIDENTIAL CAPITAL, LLC, et al.,
Chapter 11 Debtors, Case No. 12-12020 (MG) JOINTLY ADMINISTERED.

A full-text copy of Judge Glenn's Memorandum Opinion And Order
Sustaining the Rescap Liquidating Trust's Objection To Ocwen Loan
Servicing, LLC's Revised Claim Notice Concerning The Servicing
Advances Claim is available at http://is.gd/kQMDJifrom
Leagle.com.

ResCap Liquidating Trust is represented by:

          Todd M. Goren, Esq.
          Jamie A. Levitt, Esq.
          Meryl L. Rothchild, Esq.
          MORRISON & FOERSTER LLP
          250 West 55th Street
          New York, NY 10019-9601
          Telephone: (212)468-8000
          Facsimile: (212)468-7900
          Email: tgoren@mofo.com
                 jlevitt@mofo.com
                 mrothchild@mofo.com

Ocwen Loan Servicing, LLC is represented by:

          Jennifer C. DeMarco, Esq.
          Sarah N. Campbell, Esq.
          CLIFFORD CHANCE US LLP
          31 West 52nd Street
          New York, NY 10019-6131
          Telephone: (212)878-8000
          Email: jennifer.demarco@cliffordchance.com
                 sarah.campbell@cliffordchance.com

              About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The
Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RESIDENTIAL CAPITAL: Pichardo Claim Objection Partially Sustained
-----------------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York sustained in part and overruled in
part ResCap Borrower Claims Trust's objection to Julio Pichardo's
claim.

Pichardo filed Claim No. 452 against Debtor GMAC Mortgage, LLC.
GMACM serviced Pichardo's loan from November 2003 through February
2013.  Pichardo's Claim arises out of, among other things, a
purported agreement between GMACM and Pichardo to modify Pichardo's
then-existing loan terms.  After the parties entered into the
modification agreement, GMACM realized it mistakenly omitted what
its successor in interest, the ResCap Borrower Claims Trust.  GMACM
contacted Pichardo, advised him of the mistake, and told him he had
to execute a corrected modification agreement fixing the error.
Pichardo alleges that he originally did not want to sign the
corrected agreement, but ultimately executed it because GMACM
threatened to foreclose on his home if he did not.

Judge Glenn ruled on the causes of action in Pichardo's Initial
Complaint as follows:

     (1) Violation of the FDCPA: GMACM began servicing the Loan in
February 2004; the alleged default, if any, on the Loan did not
occur until 2009.  Thus, GMACM cannot be construed as a "debt
collector," and the Objection to this cause of action is
sustained.

     (2) Negligent Misrepresentation: Pichardo bases his negligent
misrepresentation claim on the July 10, 2009 Letter, the August 3,
2009 Breach Letter, and unspecified telephone conversations between
himself and GMACM representatives.  Each of the letters states that
Pichardo was in default on his Loan by failing to make his June and
July 2009 payments; the August 3, 2009 Breach Letter also states
that Pichardo failed to make his August 2009 payment.  The return
receipts attached to Pichardo's Supplemental Opposition demonstrate
that Pichardo made payments to GMACM in June and July 2009; the
Trust does not dispute this fact.  As a result, the issue whether
Pichardo was in default in June and July 2009 is in dispute.  If
Pichardo was not in default, then the July 10, 2009 Letter and
August, 3, 2009 Breach Letter, both stating that Pichardo failed to
make the June and July Loan payments, included false
representations. There are further disputed issues of fact such as
whether Pichardo reasonably relied on those false representations
and whether he was consequently damaged. In light of these disputed
issues of fact, the Court overrules the Objection to this cause of
action.

     (3) Violation of the Unfair Competition Law: To the extent
Pichardo seeks injunctive relief, the Objection to the UCL claim
alleged in the Initial Complaint is sustained. GMACM no longer
retains an interest in the Loan and therefore any awarded
injunctive relief would be futile. To the extent Pichardo seeks
restitution, the Objection to the UCL claim is overruled without
prejudice. Pichardo's Payment History,indicates that Pichardo made
payments in different amounts on June 24, August 12, September 3,
October 6, October 14, and November 17, 2009. Not one of these
payments affected the "current through" date. The Trust has not
provided any explanation for these payment entries in the Payment
History; in fact, the Trust does not even cite to the Payment
History in its Objection. As such, there are disputed issues of
fact why these payments were made, what these payments were for,
and why these payments did not help bring the account current.
There is also a disputed issue of fact whether Pichardo would be
entitled to restitution in light of the payments he made.

     (4) Violation of the False Advertising Law: The Initial
Complaint alleges that GMACM violated the FAL by "making or
disseminating untrue or misleading statements, or by causing untrue
or misleading statements to be made or disseminated, in or from
California." The misstatements include the numerous threatening
phone calls Pichardo received from GMACM throughout 2011 and 2012,
during which GMACM advised Pichardo that he was in default, that
GMACM was going to foreclose on the Property, and that Pichardo
would be subject to criminal liability if he did not make
additional payments. These allegations only amount to misstatements
GMACM purportedly made to Pichardo regarding the status of his
Loan; not widely disseminated statements or statements made for the
purpose of influencing customers to purchase any goods or services.
Pichardo's allegations are therefore insufficient to give rise to a
cause of action under the FAL and the Objection to this claim is
sustained.

Judge Glenn ruled on the causes of action asserted in Pichardo's
First Amended Complaint against GMACM are as follows:

     (1) Breach of Contract: There are disputed issues of fact
whether Pichardo was indeed in default on his Loan, giving GMACM a
valid legal basis to foreclose. Consequently, there are disputed
issues of fact whether GMACM's threat to foreclose on the Property
unless Pichardo signed the Corrected Agreement constituted duress
and whether such duress and the parties' conduct after signing the
Corrected Agreement render the Corrected Agreement void.  Due to
these disputed issues of fact, the Court cannot resolve Pichardo's
breach of contract claim as a matter of law and thus overrules
without prejudice the Trust's Objection to Pichardo's breach of
contract claim.

     (2) Breach of the Implied Covenant of Good Faith and Fair
Dealing: Pichardo alleged facts establishing that the August
Agreement is a valid agreement. He also alleged that he made all of
his payments under the August Agreement (and under the Corrected
Agreement), that GMACM was obligated to perform under the August
Agreement, that GMACM unfairly interfered with his rights to
receive the benefits of the August Agreement by threatening
foreclosure if he did not sign the Corrected Agreement, and that he
was harmed as a result. Altogether, Pichardo has alleged sufficient
facts in support of his breach of the implied covenant of good
faith and fair dealing claim and the Trust's Objection to this
Claim is therefore overruled without prejudice.

     (3) Negligence: Pichardo has failed to demonstrate that GMACM
acted outside of its "conventional role" as a loan servicer such
that the Nymark factors would support a finding that GMACM owed a
duty of care to Pichardo. Thus, the Trust's Objection to Pichardo's
negligence cause of action is sustained.

     (4) Unjust Enrichment: The Trust argues that Pichardo's unjust
enrichment claim fails because there is no independent cause of
action for unjust enrichment under California law and, in any
event, Pichardo "has not alleged any specific benefit retained by
GMACM." The Trust is correct: Unjust enrichment is not an
independent cause of action under California law. Consequently, the
Trust's Objection to Pichardo's unjust enrichment claim is
sustained.

     (5) Violation of the UCL: Pichardo has alleged that he was
coerced into executing the Corrected Agreement under the pretense
that GMACM would foreclose on his Property at a time when he was
allegedly not in default on his Loan obligations. This allegation,
if true, may constitute an unfair or fraudulent business practice
within the meaning of the UCL. In light of this disputed issue of
fact, the Objection to Pichardo's UCL claim is overruled without
prejudice.

Judge Glenn held that to the extent the Objection is overruled, it
is overruled without prejudice; the remaining portions of the Claim
involve disputed issues of fact that cannot be resolved on the
current record. He further held that unless the parties are able to
resolve the remaining portions of Pichardo's claim, an evidentiary
hearing will be required.

The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11,
Debtors, Case No. 12-12020 (MG) JOINTLY ADMINISTERED.

A full-text copy of Judge Glenn's Memorandum Opinion and Order (I)
Sustaining In Part And Overruling In Part The ResCap Borrower
Claims Trust's Objection to Claim Number 452 Filed By Julio
Pichardo And (II) Denying Julio Pichardo's Motion To Lift The
Automatic Stay dated August 4, 2015 is available at
http://is.gd/dlti0Vfrom Leagle.com.

Rescap Liquidating Trust is represented by:

          Norman S. Rosenbaum, Esq.
          Jordan A. Wishnew, Esq.
          Erica J. Richards, Esq.
          MORRISON & FOERSTER LLP
          250 West 55th Street
          New York, NY 10019-9601
          Telephone: (212)468-8000
          Facsimile: (212)468-7900
          Email: nrosenbaum@mofo.com
                 jwishnew@mofo.com
                 erichards@mofo.com

                About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the
conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The
Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RIVERCREST COMMUNITY: S&P Raises Rating on 2007 Bonds From BB
-------------------------------------------------------------
Standard & Poor's Ratings Services removed its underlying rating on
Rivercrest Community Development District, Fla.'s series 2007
special assessment bonds from CreditWatch, where it had been placed
with positive implications May 21, 2015.

At the same time, Standard & Poor's raised its rating on the
district's series 2007 special assessment bonds outstanding to
'BBB+' from 'BB'.  The outlook is stable.

"We base the upgrade on our opinion of the underlying credit
quality of the surety bond provided by Assured Guaranty Corp.,"
said Standard & Poor's credit analyst Timothy Daley.

Non-ad valorem special debt assessments on benefited properties in
the district secure the bonds.  Hillsborough County collects the
special assessments on the district's behalf via the uniform
collection method.  The assessments have a lien status on the
property equal to the liens of all state, county, district, and
municipal taxes, creating a strong incentive to pay them.

The 'BBB+' rating reflects what S&P considers:

   -- The district's good location in Hillsborough County, with
      access to the broad and diverse Tampa metropolitan
      statistical area;

   -- The assessment area's mature and residential nature with
      overall value-to-lien ratio of 15:1, factoring in the series

      2007 bonds as well as overlapping debt of the county and
      school district; and

   -- Adequate annual debt service coverage through annual special

      assessments on the 2007 bonds and no tax certificates
      unsold.

S&P believes factors offsetting the rating include:

   -- The limited nature of the pledged security and the
      district's lack of revenue-raising flexibility;

   -- The larger presence of banker- and developer-owned
      properties, indicating a fair amount of historical
      foreclosure activity; and

   -- The bonds' relatively weak liquidity position, with a surety

      funded debt service reserve totaling $496,975, which allows
      the district to absorb the loss the top 10 assessment payers

      for only nine years.

The stable outlook reflects Standard & Poor's belief that special
assessment collections will be sufficient to pay debt service on
the 2007 bonds.  Given that S&P do not expect a significant
reduction in the assessment area's AV, S&P believes that the bonds'
value-to-lien ratio will remain stable.  Should value-to-lien
decrease exponentially, payment delinquencies increase, or demand
for tax certificate sales diminish in the next two years, S&P might
lower the rating.  However, should value-to-lien ratios improve and
taxpayer concentration decreases, S&P could raise the rating.

In total, the district, which encompasses the entire Rivercrest
development, is composed of 413 acres of primarily residential
property located in Hillsborough County.



SAINT MICHAEL'S MEDICAL: Seeks to Reject Columbus, St. James Leases
-------------------------------------------------------------------
Saint Michael's Medical Center, Inc., and its affiliated debtors
seek authority from the U.S. Bankruptcy Court for the District of
New Jersey to reject lease agreements with each of Columbus
Medrealty, LLC, and Saint James Medrealty, LLC.

Michael D. Sirota, Esq., at Cole Schotz P.C., in Hackensack, New
Jersey, tells the Court that the rejected leases relate to the
campuses of Columbus Hospital and Saint James Hospital.  He relates
that the Debtors no longer conduct any business at either location,
but are required to make payments of approximately $500,000 in
monthly rent and related charges under the rejected leases.  Mr.
Sirota contends the rejected leases impose a financial burden on,
and are no longer necessary to, the Debtor's estates.

The Debtors' motion is scheduled for hearing on September 11, 2015
at 2:30 p.m.

Saint Michael's Medical Center, Inc. and its affiliated Debtors are
represented by:

          Michael D. Sirota, Esq.
          Gerald H. Gline, Esq.
          Ryan T. Jareck, Esq.
          COLE SCHOTZ P.C.
          Court Plaza North
          25 Main Street
          P.O. Box 800
          Hackensack, NJ 07602-0800
          Telephone: (201)489-3000
          Facsimile: (201)489-1536
          Email: msirota@coleschotz.com
                 ggline@coleschotz.com
                 rjareck@coleschotz.com

              About Saint Michael's Medical Center

Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation.
The immediate sole corporate member of SMMC is Maxis Health
System,
a Pennsylvania not-for-profit corporation.

Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.

On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each
filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey.  The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be
jointly
administered under Case No. 15-24999.

The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.

SMMC estimated $100 million to $500 million in assets and debt.


SALADWORKS INC: Withdraws Bid to Hold Mixed Greens in Contempt
--------------------------------------------------------------
Saladworks, LLC, formerly known as SW Acquisition Company, LLC,
notified the U.S. Bankruptcy Court for the District of Delaware
that it has withdrawn the motion to (1) enforce the sale order,
(ii) hold Mixed Greens, LLC and V&C Salads, LLC in contempt for
violation of the sale order, and (III) award costs and fees.

                      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.

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.



SALADWORKS LLC: Creditors Object to Exclusivity Extension Bid
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of SW Liquidation,
LLC, and WS Finance, LLC and JVSW, LLC, object to SW Liquidation,
LLC's motion for further extension of its exclusive periods.

The Creditors Committee and the VH Entities, in separate filings,
assert that the extension is prejudicial to creditors and will
unnecessarily delay the distribution of asset sale proceeds to
satisfy the claim and it will provide the Debtor with exclusivity
to make a second attempt at a confirmation of a plan.

The Debtor argues that the VH Entities' unhappiness and
dissatisfaction with the plan is not cause to discontinue
exclusivity to permit them to file a competing plan and undermine
the Debtor's chance of obtaining confirmation of the plan.  The
primary purpose of the exclusivity period is to provide the Debtor
with an opportunity to file and solicit a plan without pressure
from creditors, the Debtor maintains.  The VH entities'
unsubstantiated belief that the Plan is unconfirmable even if some
changes are made is irrelevant to the inquiry as to whether
contingencies exist, the Debtor further argues.

As previously reported by The Troubled Company Reporter, the Debtor
asks the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive period to file a
Chapter 11 plan to September 17, 2015, and exclusive solicitation
period to November 13, 2015.

Kimberly A. Brown, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, tells the Court that the Debtor has continued to comply
with its obligations under the Bankruptcy Code and has worked
closely and diligently with other parties in interest on an array
of issues, including the terms of the filed Plan.  She further
tells the Court that allowing this relatively modest extension of
the Exclusive Periods will allow the Debtor a full and fair
opportunity to seek approval of the Disclosure Statement and the
Solicitation Procedures, solicit acceptances of the Plan, seek
confirmation thereof, engage in informed and productive
negotiations with parties in interest, and is appropriate under
the
circumstances of the chapter 11 case.

The Debtor is represented by:

          Adam G. Landis, Esq.
          Kerri K. Mumford, Esq.
          Kimberly A. Brown, Esq.
          LANDIS RATH & COBB LLP
          Wilmington, Delaware 19801   
          Tel: (302) 467-4400
          Fax: (302) 467-4450
          Email: landis@lrclaw.com
                 mumford@lrclaw.com
                 brown@lrclaw.com

The Official Committee of Unsecured Creditors is represented by:

          Richard M. Beck, Esq.
          Sally E. Veghte, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          919 Market Suite 1000
          Wilmington Delaware 19801
          Tel: (302) 426-1189
          Fax: (302) 426-9193
          Email: rbeck@klehr.com
                 sveghte@klehr.com

                       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.

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

SSG Capital Advisors, LLC, acted as the investment banker in the
sale of substantially all of its assets to an affiliate of Centre
Lane Partners, LLC.


SANDRIDGE ENERGY: S&P Raises CCR to 'CCC+', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Oklahoma City-based SandRidge Energy Inc. to 'CCC+' from
'SD' (selective default).  The outlook is negative.

S&P also assigned 'CCC-' issue-level ratings to SandRidge's $275
million senior unsecured convertible notes due 2022 and 2023. The
recovery rating on the notes is '6', reflecting S&P's expectation
of negligible (0% to 10%) recovery in the event of a payment
default.

The issue-level rating on SandRidge's existing senior unsecured
notes remains 'D'.  The recovery rating on these notes remains '6',
indicating negligible (0% to 10%) recovery in the event of a
payment default.  The issue level rating on SandRidge's senior
secured second-lien notes due 2020 remains 'B'.  The recovery
rating on these notes remains '1', indicating very high (90% to
100%) recovery in the event of a payment default.

"The rating actions follow SandRidge's issuance of new $275 million
of senior unsecured convertible notes due 2022 and 2023 to holders
of a portion of senior unsecured notes due 2020, 2021, 2022, and
2023," said Standard & Poor's credit analyst Ben Tsocanos.

The new notes convert mandatorily to common stock at a threshold of
$1.10 per share at a strike price equivalent to 40% of par.  New
note holders also have the option to convert to common stock at a
rate up to 40% of par value and there's an interest make-whole
provision, with certain limitations.  In conjunction with the new
notes issuance, SandRidge repurchased $250 million aggregate
principal amount of notes for $94.5 million in cash.  S&P viewed
the repurchase as a distressed exchange because at the close of the
transaction investors receive less than what was promised on the
original securities.

S&P assesses SandRidge's business risk profile as "weak,"
incorporating a moderate reserve base, limited geographic
diversity, and operation in the volatile and competitive oil and
gas E&P industry.  S&P assess SandRidge's financial risk as "highly
leveraged," reflecting high debt levels relative to cash flow and
aggressive financial policies.

The negative rating outlook reflects S&P's expectation that
SandRidge's leverage will rise to about 10x debt to EBITDA and 0%
FFO to debt in 2016, which S&P views as unsustainable if the
company is to continue operations.  S&P projects that leverage will
begin to improve 2017, reflecting its higher oil price assumption
and increased production.

S&P would consider a downgrade if the company faced material
liquidity issues that limited its access to its credit facility or
if S&P did not expect leverage to decline after peaking next year.

S&P would consider revising the outlook to stable if SandRidge is
able to reduce financial leverage to below 5x debt to EBITDA and
above 12% FFO to debt while maintaining "adequate" liquidity.



SNOWFLAKE COMMUNITY: Stock Sale on Hold Until Ownership Determined
------------------------------------------------------------------
Snowflake Community Foundation sought authority from the U.S.
Bankruptcy Court for the District of Arizona to sell its sole asset
-- 100% of the stock in the Apache Railway Company -- to the Little
Colorado River Water Conservation District, free and clear of all
liens, claims, and interests.

Hackman Capital Equipment Acquisition Company, LLC, as
administrative agent for the Lenders, and Apache Railroad Holdings,
LLC, objected to the sale motion because it: (i) purports to sell
assets whose ownership by the Debtor is in serious question; (ii)
fails to establish grounds for a sale of substantially all of the
Debtor's assets outside a plan in terms of both why there should be
such a sale outside a plan and whether this private sale is
reasonable; and (iii) fails to provide for satisfaction of Lender's
claims at closing.

The Town of Snowflake joined and consented to the Debtor's sale
motion, telling the Court that if approved, the sale will protect
and preserve a regional asset that would otherwise be financially
and historically impossible to replace.  The Town's counsel,
Jeffrey T. Murray, Esq., at Sims Murray, Ltd., in Phoenix, Arizona,
warned that if the sale is not approved, the rail service will be
discontinued, the assets of the Company liquidated, and the track
and the corresponding rights-of-way will be ultimately obliterated
and sold.  Mr. Murray told the Court that approval of the sale to a
local government entity based on a loan funded by the Federal
Government, in the alternative, would provide much needed assurance
to those employers considering a move to the region.

The Debtor asserted that the record in Adv. No, 2:15-AP-00513-MCW
amply demonstrates that Lenders' interest is more than a bona fide
dispute.  The Debtor pointed out that the Court concluded in the
TRO Proceedings that there was a strong likelihood of success on
the Foundation's alternative claim that the stock was property of
the estate.  The Debtor further alleges that there is at least a
bona fide dispute, if not a direct recognition that the stock is
property of the estate.

The Debtor's counsel, Robert M. Charles, Jr., Esq., at Lewis Roca
Rothberger LLP, in Tucson, Arizona, told the Court that the two
unsecured creditors -- Aztec Land and Cattle Company, Ltd. and the
Town of Snowflake -- support the sale and they will novate their
claims with the District as subordinated debt.  Mr. Charles further
told the Court that any excess proceeds created by an auction would
serve no purpose as the Foundation is not for profit.  He said that
the Foundation's decision to sell the Stock at a price the District
can afford in order to save the Railroad for its employees and the
community does not harm any creditor in interest.  He added that
there is no purpose or requirement to allow a credit bid where the
sale proceeds satisfy the Lenders' claims in full.

The Administrative Agent gave the Court notice that it will
exercise its right to credit bid on behalf of the Lenders at any
private or public sale.  In reply, the Foundation asserted that if
they are paid in full, the purchase price will necessarily exceed
the amount of Lenders' security interest and they will have nothing
to credit bid.

                          *     *     *

U.S. Bankruptcy Judge Madeleine C. Wanslee ruled that resolution of
the Sale Motion be held in abeyance until stock ownership issues
are resolved.

Hackman Capital Equipment Acquisition Company, LLC, as agent for
lenders, and Apache Railroad Holdings, LLC are represented by:

          Bryce A. Suzuki, Esq.
          Justin A. Sabin, Esq.
          BRYAN CAVE LLP
          Two North Central Avenue, Suite 2200
          Phoenix, Arizona 85004-4406
          Telephone: (602)364-7000
          Facsimile: (602)364-7070
          Email: bryce.suzuki@bryancave.com
                 justin.sabin@bryancave.com

The Town of Snowflake is represented by:

          Jeffrey T. Murray, Esq.
          Kristin M. Mackin, Esq.
          SIMS MURRAY LTD.
          2020 North Central Avenue, Suite 670
          Phoenix, AZ 85004
          Telephone: (602)772-5503
          Facsimile: (602)772-5509
          Email: jtmurray@simsmurray.com
                 kmackin@simsmurray.com

Snowflake Community Foundation is represented by:          

          Robert M. Charles, Jr., Esq.
          Justin J. Henderson, Esq.
          LEWIS ROCA ROTHGERBER LLP
          One South Church Avenue, Suite 700
          Tucson, AZ 85701-1611
          Telephone: (520)629-4427
          Facsimile: (520)879-4705
          Email: RCharles@LRRLaw.com
                 jhenderson@lrrlaw.com

                 About Snowflake Community

Snowflake Community Foundation, whose lone significant asset is
its
100% ownership of The Apache Railway Co., sought Chapter
11
protection (Bankr. D. Ariz. Case No. 15-bk-06264) in Phoenix
on May
20, 2015.  The case is assigned to Judge Madeleine C.
Wanslee.

The Debtor tapped Rob Charles, Esq., at Lewis Roca
Rothgerber LLP,
in Tucson, Arizona, as counsel.



SOLAR MILLENIUM: Order Quashing Service of Summons to Kuhn Affirmed
-------------------------------------------------------------------
The Court of Appeals of California, First District, Division Two,
affirmed a trial court's order granting defendant Hannes Kuhn's
motion to quash service of summons.

Plaintiff Utz Claassen sued Kuhn for libel in California.  Kuhn had
previously recruited Claassen to head Solar Millenium AG, a German
corporation that controlled two Delaware entities that were
developing a solar energy project in California.  Claassen resigned
after only 10 weeks on the job and asserted that he was thereafter
subjected to a concerted campaign of scurrilous vilification that
effectively ruined opportunities for employment at the extremely
well-compensated level he would otherwise attain.

After being served in London with the amended complaint, Kuhn made
a special appearance to contest jurisdiction.  The trial court
granted Kuhn's motion to quash service, concluding that Kuhn lacked
sufficient contacts with California to support specific
jurisdiction.

The appellate court agreed with the trial court that the dispute
about the aftermath of a German employment relationship is not a
proper subject for California jurisdiction.  The court concluded
that Claassen demonstrated none of the requirements for specific
jurisdiction and found as follows:

   -- Claassen has not shown that Kuhn purposefully availed himself
of California benefits, nor that his lawsuit relates to
California;

   -- the allegedly defamatory statements were not based on
California sources or made by California residents, but originated
in Germany, made by German nationals or in the name of a German
corporation;

   -- Claassen failed to carry "the initial burden of demonstrating
facts justifying the exercise of jurisdiction."

The case is UTZ CLAASSEN, Plaintiff and Appellant, v. HANNES KUHN,
Defendant and Respondent, NO. A138840 (Cal. Ct. App.).

A full-text copy of the July 31, 2015 opinion is available at
http://is.gd/8G3Odrfrom Leagle.com.


SPECTRUM ANALYTICAL: Court to Consider Auction Results Aug. 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts will
convene a hearing on Aug. 25, 2015, at 10:30 a.m., to consider the
motion of Steven Weiss, Chapter 11 trustee for Spectrum Analytical,
Inc., et al., to sell the Debtors' assets, and consider the results
of the auction.  Objections if any, were due Aug. 20.

The Debtors sought authorization to sell these assets:

    1. a real estate at 830 Silver Street and 11 Herbert P. Amgren
Drive, Agawam, Massachusetts;

   2. all of Spectrum's equipment and inventory located in the
United States;

   3. Spectrum's rights to the name Sectrum Anaytical;

   4. Spectrum's accounts receivables (except those from Hannibal
Technology, LLC;

   5. all of Spectrum's motor vehicles.

On July 23, the Court authorized and approved (i) procedures for
the sale of assets; (ii) the asset purchase agreement between
Eurofins Spectrum Analytical, Inc., purchaser, and Spectrum
Analytical; and (iii) assume and assign executory contracts and
unexpired leases.   

The purchaser has agreed to pay $5,000,000 as consideration for the
acquired assets.  It will receive a $175,000 break-up fee if the
Debtor pursue a sale to another party.

                     About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal
Tayeh,
the sole member, signed the bankruptcy petitions.

Spectrum disclosed $8,658,751 in assets and $1,987,714 in
liabilities as of the Chapter 11 filing.  Hanibal estimated less
than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.

Steven Weiss, the Chapter 11 trustee tapped Seth Schalow as
restructuring consultant for the estate.  TechKnowledgey Strategic
Group, serves as his business broker, and Shatz Schwartz and
Fentin. P.C., as his counsel.



SYNOVUS FINANCIAL: Moody's Withdraws (P)Ba2 Sr. Unsec. Debt Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on the shelf
registration of Synovus Financial Corporation. The withdrawn
ratings were (P)Ba2 for senior unsecured and subordinate debt,
(P)Ba3 for cumulative preferred stock, and (P)B1 for non-cumulative
preferred stock.

RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.

The last rating action on Synovus Financial Corporation was on May
14, 2015, when Moody's upgraded the senior unsecured debt by one
notch to Ba2.


SYNOVUS FINANCIAL: S&P Raises ICR to 'BB+', Outlook Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer credit
rating on Synovus Financial Corp. to 'BB+' from 'BB-'.  At the same
time, S&P raised its long- and short-term ratings on Synovus Bank,
its primary banking subsidiary, to 'BBB-/A-3' from 'BB+/B'.  The
outlook on both long-term ratings is positive.  S&P also raised its
subordinated debt and preferred stock ratings by one notch.

"The upgrade reflects Synovus' improved financial performance in
recent years, and our expectation for further improvement
throughout 2015 and 2016," said Standard & Poor's credit analyst
Robert Hansen.  The strengthening loan performance is highlighted
by the continued decline in adjusted nonperforming assets (NPAs)
and net charge-offs (NCOs).  In addition, the company has improved
its funding profile over the past several years by reducing the
amount of brokered deposits on its balance sheet.  S&P expects the
company to remain profitable over the next two years, aided by
moderate loan growth, better loan performance, and some expense
reductions.  The company's capital ratios have also risen in recent
years, although capital actions implemented in late 2014, including
a dividend increase and material common share buyback program, have
caused capital ratios to decline somewhat in recent quarters.

The positive outlook is largely based on Standard & Poor's view
that Synovus could further improve its risk profile over the next
year or two.  However, large construction and land loan exposures,
the company's geographic concentration in Georgia, and strong
competition limit the potential for an upgrade.  If loan
performance or profitability does not improve as S&P currently
expects, or if capital returns (i.e., share buybacks and common
dividends) are substantially larger than net earnings, S&P would
likely revise the outlook to stable.



TRIBUNE CO: Law Debenture, Deutsche Bank Want $30M Disgorgement
---------------------------------------------------------------
Law Debenture Trust Co. of New York and Deutsche Bank Trust Co.
Americas seek disgorgement from other Tribune Media creditors of
$30 million that the they believe they are contractually entitled
to receive, Andrew Thompson at Courthouse News Service reports.

According to Courthouse News, Judge Thomas Ambro of the Third
Circuit ruled that it wouldn't jeopardize Tribune Media's
reorganization to have the Company's creditors disgorge $30
million.  The report quoted the Third Circuit as saying, "As the
relief the trustees request would neither jeopardize the $7.5
billion plan of reorganization nor harm third parties who have
justifiably relied on plan confirmation, their appeal is not
equitably moot."

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


UNIFIED 2020: Case Converted to Chapter 7 Liquidation
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
converted the Chapter 11 case of Unified 2020 Realty Partners, LP,
to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 21, 2015,
Daniel J. Sherman, the Chapter 11 trustee, asked the Court convert
the Debtor's case, pointing out that on June 15, 2014, the Debtor's
most valuable asset was sold at a foreclosure sale and the property
has been fully transitioned to its new owner.  At this point, the
approval of a disclosure statement and reorganization of the Debtor
is highly unlikely since the property is no longer in its estate,
the Chapter 11 trustee said.

The Chapter 11 trustee asserted that there is "cause" to convert
the case, and the conversion is in the best interest of the
bankruptcy estate and its creditors because it will be less costly
than a Chapter 11 proceeding, saving the estate valuable
administrative costs.

                    About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represented
the Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represented United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

In January 2014, Unified 2020 Realty Partners withdrew its second
amended disclosure statement, which explains the company's plan of
liquidation.  At that time, the Debtor said it remains involved in
a negotiation process and do not want to impose upon the court's
time by filing another request to continue the disclosure
statement hearing.  United Central Bank objected to the Plan,
saying the Plan is not feasible, much less confirmable within a
reasonable period of time.



WALNUT CREEK RDA SUCCESSOR: Moody's Hikes TABs Ratings From Ba3
---------------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba3 the rating
on the Successor Agency to the Walnut Creek (CA) Redevelopment
Agency's Series 2000 and 2003A Tax Allocation Bonds. The bonds are
secured by a pledge of tax increment revenues from the successor
agency's project areas.

On June 24, 2015, in connection with the release of our Tax
Increment Debt methodology, we placed the ratings for nearly all
California tax allocation bonds (TABs) on review for upgrade,
including this successor agency's TABs. This rating action
completes our review for this successor agency (SA).

Three years into the post-dissolution process, the administrative
risks related to the payment of debt service have significantly
lessened, so we are now placing greater weight on the fundamental
project area characteristics and some of the positive features of
the dissolution legislation. These positive features include the
closed lien status of the bonds and the potential availability of
surplus housing revenues for non-housing TABS debt service.

SUMMARY RATING RATIONALE

The upgrade to Baa2 reflects high wealth levels of the city, the
high increment to total AV ratio, potential growth in the AV in the
coming years, projected higher coverage levels due to a declining
debt service schedule, short maturity schedule and the reduced
risks posed by the cumulative tax revenue limits. The rating also
takes into account the very high taxpayer concentration, volatile
tax base history and the small AV and geographical size of the
project area.

The rating also factors in the SA's successful adaptation to post
dissolution processes and administrative procedures and our
expectation that this trend will continue. Our evaluation of the
credit quality of the TABs also incorporates our generally positive
assessment of the implementation of redevelopment agency
dissolution legislation by most successor agencies over the last
three years, leading to timely payment of debt service on
California TABs.

In 2012, state legislation dissolved all California redevelopment
agencies, replacing them with "successor agencies" to serve as
fiduciary agents. The dissolution effectively changed the flow of
funds and processes around the payment of debt service on TABs. Tax
increment revenue is placed in trust with the county auditor, who
makes semi-annual distributions of funds sufficient to pay debt
service on tax allocation bonds and other "enforceable
obligations."

OUTLOOK

Outlooks are generally not applicable for local government credits
of this size.

WHAT COULD MAKE THE RATING GO UP

-- Sizable growth in tax base resulting in higher debt service
    coverage

-- Diversification of the tax base leading to lower taxpayer
    concentration

WHAT COULD MAKE THE RATING GO DOWN

-- Protracted decline in AV

-- Erosion of debt service coverage levels

-- Further concentration of the tax base

-- Additional, administrative or legislative changes that create
    uncertainty as to the timely payment of debt service

OBLIGOR PROFILE

The successor agency is a separate legal entity from the City of
Walnut Creek. The SA is responsible for winding down the operations
of the former RDA, making payments on state approved "Enforceable
Obligations" and liquidating any unencumbered assets to be
distributed to other local taxing entities.

LEGAL SECURITY

The legal security for the bonds is tax increment revenue net of
housing set asides.

While not legally pledged, the dissolution laws permit the TABs to
be paid from all available monies in the Redevelopment Property Tax
Trust Fund, after payment of pass through payments and certain
administrative charges. These available monies include the 20% of
tax increment revenue previously considered restricted housing set
aside. The SA has no pass-through agreements.



WBH ENERGY: Announces Castlelake as Successful Bidder
-----------------------------------------------------
WBH Energy, LP, and its debtor-affiliates notified the United
States Bankruptcy Court for the District of Texas, Austin Division,
that no qualifying bids were received by the bid deadline, other
than CL III Funding Holding Company, LLC ("Castlelake")'s
qualifying bid.

Inwell II, LLC, d/b/a Inwell, LLC, as lien creditor and party in
interest, asks the Court to deny the proposed Sale Motion and
Castlelake's purchase of Debtors' assets unless and until Inwell's
objections are resolved.  Inwell, which holds valid, perfected
liens in connection with five wells that were drilled during the
time the Debtors were acting as operator, asserts that neither the
Sale Motion nor the Proposed PSA contains adequate protection for
Inwell's potentially superior lien interests after Castlelake
purchases the assets.  Even if Castlelake's purchase is technically
subject to Inwell's priority lien, there is no provision requiring
Castlelake to put up any kind of reserve or other protection to
ensure that Inwell will be properly made whole if its liens
ultimately have priority over Castlelake's, Inwell asserts.

The U.S. Energy Development Corporation also filed a limited
objection, stating that it has a valid senior lien against the
Debtors' assets, pursuant to the Joint Operating Agreement dated
September 1, 2011, which governs the relationship between USED and
the Debtors.  Since only "Senior Prior Liens" appear to be
protected under the Proposed PSA, these nesting definitions in the
Proposed PSA appear to strip the valid senior liens of USED from
the Debtors' assets -- whether intentionally, or through careless
drafting, USED argues.

Orr Construction, Inc., owed $413,030 for goods and services
furnished in connection with the construction of the pipeline for
the Debtors, objected to the proposed sale and argued that in order
to assure payment of the amount plus interest and attorney's fees,
Orr asks that no less than $500,000 be set aside to assure payment
of Orr's claim, in the event Castlelake chooses to escrow funds
rather than to take the Pipeline subject to Orr's lien.

The Debtors are represented by:

          William A. (Trey) Wood III. Esq.
          Jason G. Cohen, Esq.
          BRACEWELL & GIULIANI LLP
          711 Louisiana, Suite 2300
          Houston, Texas 77002
          Tel: (713) 223-2300
          Fax: (713) 221-1212
          Email: Jason.Cohen@bgllp.com
                 Trey.Wood@bgllp.com

CL III Funding Holding Company, LLC is represented by:

         Phil Snow, Esq.
         Kenneth Green, Esq.
         State Bar No. 24036677
         2929 Allen Parkway, Suite 2800
         Houston, Texas 77019
         Tel:(713) 335-4800
         Fax: (713) 335-4848
         Email: philsnow@snowspencelaw.com
                green@snowspencelaw.com

Inwell II, LLC d/b/a Inwell, LLC is represented by:

          Brian W. Zimmerman
          Nicholas J. Reisch
          ZIMMERMAN, AXELRAD, MEYER, STERN & WISE, P.C.
          3040 Post Oak Blvd., Suite 1300
          Houston, Texas 77056-3813
          Tel: (713) 552-1234
          Fax: (713) 212-2750
          Email: bzimmerman@zimmerlaw.com
                 nreisch@zimmerlaw.com

U.S. Energy Development Corporation is represented by:

          Eric J. Taube, Esq.
          Mark C. Taylor, Esq.
          Christopher G. Bradley, Esq.
          TAUBE SUMMERS HARRISON TAYLOR
          MEINZER BROWN LLP
          100 Congress Avenue, 18th Floor
          Austin, Texas 78701
          Tel: (512) 472-5997
          Fax: (512) 472-5248
          Email: etaube@taubesummers.com
                 mtaylor@taubesummers.com
                 cbradley@taubesummers.com
       
             -- and --

          M. Steve Smith
          LAW OFFICES OF M. STEVE SMITH
          1177 West Loop S., Suite 1100
          Houston, Texas 77027
          Tel: (713) 787-9901
          Fax: (713) 969-9169
          Email: mssmith@mstevesmith.com

Orr Construction, Inc. is represented by:

          Ross A. Plourde, Esq.
          MCAFEE & TAFT A PROFESSIONAL CORPORATION
          10th Floor, Two Leadership Square
          211 N. Robinson
          Oklahoma City, Oklahoma 73102
          Tel: (405)235-9621
          Fax: (405)235-0439
          Email: Ross.plourde@mcafeetaft.com

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock,
vice
president.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing.  WBH
Energy GP estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.

The U.S. Trustee for Region 7 appointed seven creditors to serve
On the official committee of unsecured creditors.


YMCA MILWAUKEE: Grace Hmong Might Acquire Former South Shore YMCA
-----------------------------------------------------------------
Annysa Johnson at Milwaukee-Wisconsin Journal Sentinel reports that
Grace Hmong Alliance Church has outbid the Cudahy School District
in an effort to acquire The Young Men's Christian
Association of Metropolitan Milwaukee, Inc.'s shuttered former
South Shore YMCA, an 11-acre property at 3244 E. College Avenue.

The deal has not been finalized, Journal Sentinel states, citing
May Vang, a spokesperson for the Church.

Journal Sentinel recalls that earlier in this month, the Cudahy
Common Council narrowly rejected a proposal to rezone the property
to business zoning, paving the way for the Church's plans to move
forward.  The city was pushing the rezoning to block the Church
from acquiring the site, invoking a federal law that bars
municipalities from using their zoning codes to restrict religious
institutions, the report adds, citing an attorney for the trust
that owns the former YMCA facility.

                      About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.  The
Debtors have engaged Ernst & Young LLP as their financial advisors,
and Reputation Partners, L.L.C., as their public relations
advisors.  The Debtors have also tapped Fox, O'Neill & Shannon,
S.C. as their special counsel for real estate matters.

On June 30, 2014, the Official Committee of Unsecured Creditors won
approval to retain Goldstein & McClintock LLLP as its counsel,
provided that the G&M attorney who had represented the BMO
participant may not participate in representation of the Committee.
The Committee also won approval to hire Navera Group, LLC as
financial advisors.

As reported by the Troubled Company Reporter on May 8, 2015, the
Hon. Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern
District of Wisconsin issued a final decree and order closing the
Chapter 11 bankruptcy case of YMCA Milwaukee.  The TCR reported on
March 18, 2015, that the Debtors related that on Jan. 30, 2015,
they obtained a Court order confirming their joint plan of
reorganization.  The plan has been substantially consummated and
the Debtors' estates are fully administered.


[^] BOND PRICING: For the Week from August 17 to 21, 2015
---------------------------------------------------------
  Company              Ticker   Coupon  Bid Price Maturity Date
  -------              ------   ------  --------- -------------
Affinion Group
  Holdings Inc         AFFINI   11.625    93.500     11/15/2015
Affinion
  Investments LLC      AFFINI   13.500    45.625      8/15/2018
Alpha Natural
  Resources Inc        ANR       6.000     3.050       6/1/2019
Alpha Natural
  Resources Inc        ANR       7.500    12.250       8/1/2020
Alpha Natural
  Resources Inc        ANR       9.750     2.750      4/15/2018
Alpha Natural
  Resources Inc        ANR       6.250     3.066       6/1/2021
Alpha Natural
  Resources Inc        ANR       3.750     4.000     12/15/2017
Alpha Natural
  Resources Inc        ANR       4.875     3.000     12/15/2020
Alpha Natural
  Resources Inc        ANR       7.500    10.625       8/1/2020
Alpha Natural
  Resources Inc        ANR       7.500    25.500       8/1/2020
Altegrity Inc          USINV    14.000    52.250       7/1/2020
Altegrity Inc          USINV    13.000    51.750       7/1/2020
Altegrity Inc          USINV    14.000    51.750       7/1/2020
American Eagle
  Energy Corp          AMZG     11.000    35.000       9/1/2019
American Eagle
  Energy Corp          AMZG     11.000    35.500       9/1/2019
American Seafoods
  Group LLC /
  American Seafoods
  Finance Inc          AMESEA   10.750   100.450      5/15/2016
American Seafoods
  Group LLC /
  American Seafoods
  Finance Inc          AMESEA   10.750    99.500      5/15/2016
Apache Corp            APA       1.750   101.214      4/15/2017
Arch Coal Inc          ACI       7.000    10.050      6/15/2019
Arch Coal Inc          ACI       7.250     8.250      10/1/2020
Arch Coal Inc          ACI       9.875    15.038      6/15/2019
Arch Coal Inc          ACI       7.250    10.875      6/15/2021
Arch Coal Inc          ACI       8.000    14.063      1/15/2019
Arch Coal Inc          ACI       8.000     9.600      1/15/2019
BPZ Resources Inc      BPZR      8.500     6.000      10/1/2017
Caesars Entertainment
  Operating Co Inc     CZR      10.000    33.250     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.750    29.500       2/1/2016
Caesars Entertainment
  Operating Co Inc     CZR      12.750    32.500      4/15/2018
Caesars Entertainment
  Operating Co Inc     CZR       6.500    38.500       6/1/2016
Caesars Entertainment
  Operating Co Inc     CZR       5.750    40.000      10/1/2017
Caesars Entertainment
  Operating Co Inc     CZR      10.000    32.500     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.000    33.125     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.000    33.125     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR      10.000    31.250     12/15/2018
Caesars Entertainment
  Operating Co Inc     CZR       5.750    12.250      10/1/2017
Caesars Entertainment
  Operating Co Inc     CZR      10.750    27.375       2/1/2016
Cal Dive
  International Inc    CDVI      5.000     0.500      7/15/2017
Caleres Inc            CAL       7.125   103.529      5/15/2019
Champion
  Enterprises Inc      CHB       2.750     0.250      11/1/2037
Chassix Holdings Inc   CHASSX   10.000     8.000     12/15/2018
Chassix Holdings Inc   CHASSX   10.000     8.000     12/15/2018
Chassix Holdings Inc   CHASSX   10.000     8.000     12/15/2018
Claire's Stores Inc    CLE       8.875    41.758      3/15/2019
Claire's Stores Inc    CLE      10.500    71.630       6/1/2017
Cliffs Natural
  Resources Inc        CLF       5.950    51.307      1/15/2018
Colt Defense LLC /
  Colt Finance Corp    CLTDEF    8.750    31.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp    CLTDEF    8.750    26.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp    CLTDEF    8.750    26.000     11/15/2017
Community Choice
  Financial Inc        CCFI     10.750    36.000       5/1/2019
Comstock
  Resources Inc        CRK       7.750    28.229       4/1/2019
Comstock
  Resources Inc        CRK       9.500    33.804      6/15/2020
Dendreon Corp          DNDN      2.875    71.625      1/15/2016
EPL Oil & Gas Inc      EXXI      8.250    37.938      2/15/2018
EXCO Resources Inc     XCO       7.500    34.500      9/15/2018
EXCO Resources Inc     XCO       8.500    28.500      4/15/2022
Endeavour
  International Corp   END      12.000    11.500       3/1/2018
Endeavour
  International Corp   END      12.000     9.625       3/1/2018
Endeavour
  International Corp   END      12.000     9.625       3/1/2018
Energy Conversion
  Devices Inc          ENER      3.000     7.875      6/15/2013
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc          TXU      10.000     1.850      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc          TXU      10.000     1.875      12/1/2020
Energy XXI Gulf
  Coast Inc            EXXI      9.250    30.250     12/15/2017
Energy XXI Gulf
  Coast Inc            EXXI      7.500    16.600     12/15/2021
Energy XXI Gulf
  Coast Inc            EXXI      7.750    18.000      6/15/2019
Euramax
  International Inc    EURAMX    9.500   100.150       4/1/2016
FBOP Corp              FBOPCP   10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old              FRP      13.125     1.879       4/2/2018
Federal Farm
  Credit Banks         FFCB      2.300   100.000      8/25/2020
Federal Farm
  Credit Banks         FFCB      2.750   100.000      8/15/2022
Federal Farm
  Credit Banks         FFCB      2.250   100.007       3/3/2021
Federal Home
  Loan Banks           FHLB      2.500   100.000      2/22/2023
Federal Home
  Loan Banks           FHLB      2.000    99.685      5/28/2020
Federal Home
  Loan Banks           FHLB      1.060    99.987     11/28/2017
Federal Home
  Loan Banks           FHLB      0.535    99.993      2/27/2020
Federal Home
  Loan Banks           FHLB      2.360    99.922      2/28/2022
Federal Home Loan
  Mortgage Corp        FHLMC     1.160   100.000      2/20/2018
Federal Home Loan
  Mortgage Corp        FHLMC     2.000   100.013      5/28/2020
Federal National
  Mortgage
  Association          FNMA      3.200   100.086       3/1/2027
Federal National
  Mortgage
  Association          FNMA      3.500   100.022      2/26/2030
Federal National
  Mortgage
  Association          FNMA      1.470   100.011      2/27/2019
Federal National
  Mortgage
  Association          FNMA      1.730   100.000      2/24/2020
Federal National
  Mortgage
  Association          FNMA      1.100   100.000      2/20/2018
Federal National
  Mortgage
  Association          FNMA      3.200   100.000      2/22/2027
Fleetwood
  Enterprises Inc      FLTW     14.000     3.557     12/15/2011
Ford Motor
  Credit Co LLC        F         3.750    99.990      8/20/2020
Ford Motor
  Credit Co LLC        F         3.000   100.129      8/20/2018
GT Advanced
  Technologies Inc     GTAT      3.000    28.100      10/1/2017
Gevo Inc               GEVO      7.500    62.386       7/1/2022
Goodman Networks Inc   GOODNT   12.125    36.130       7/1/2018
Goodrich
  Petroleum Corp       GDP       8.875    24.868      3/15/2019
Goodrich
  Petroleum Corp       GDP       5.000    10.000      10/1/2032
Goodrich
  Petroleum Corp       GDP       8.875    24.125      3/15/2019
Goodrich
  Petroleum Corp       GDP       8.875    24.125      3/15/2019
Gymboree Corp/The      GYMB      9.125    32.400      12/1/2018
Hercules Offshore Inc  HERO     10.250    32.500       4/1/2019
Hercules Offshore Inc  HERO     10.250    25.000       4/1/2019
Janus Capital
  Group Inc            JNS       6.700   109.177      6/15/2017
Las Vegas
  Monorail Co          LASVMC    5.500     1.026      7/15/2019
Lehman Brothers
  Holdings Inc         LEH       4.000     9.125      4/30/2009
Lehman Brothers
  Holdings Inc         LEH       5.000     9.125       2/7/2009
MF Global
  Holdings Ltd         MF        6.250    15.000       8/8/2016
MF Global
  Holdings Ltd         MF        3.375    15.000       8/1/2018
MF Global
  Holdings Ltd         MF        9.000    15.000      6/20/2038
MModal Inc             MODL     10.750    10.125      8/15/2020
Magnetation LLC /
  Mag Finance Corp     MAGNTN   11.000    31.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp     MAGNTN   11.000    20.500      5/15/2018
Magnetation LLC /
  Mag Finance Corp     MAGNTN   11.000    20.500      5/15/2018
Midstates Petroleum
  Co Inc /
  Midstates Petroleum
  Co LLC               MPO      10.750    30.375      10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC     MPO       9.250    28.916       6/1/2021
Molycorp Inc           MCP      10.000    15.875       6/1/2020
Molycorp Inc           MCP       5.500     0.500       2/1/2018
NBL Texas LLC          ROSE      5.625   109.000       5/1/2021
NBL Texas LLC          ROSE      5.875   103.750       6/1/2022
NBL Texas LLC          ROSE      5.875   107.502       6/1/2024
Navient Corp           NAVI      2.280    99.850      8/25/2015
Nine West
  Holdings Inc         JNY       6.875    15.283      3/15/2019
OMX Timber Finance
  Investments II LLC   OMX       5.540    17.250      1/29/2020
Peabody Energy Corp    BTU       6.000    33.000     11/15/2018
Peabody Energy Corp    BTU       6.500    25.750      9/15/2020
Peabody Energy Corp    BTU       4.750    12.925     12/15/2041
Penn Virginia Corp     PVA       8.500    28.750       5/1/2020
Penn Virginia Corp     PVA       7.250    21.750      4/15/2019
Powerwave
  Technologies Inc     PWAV      2.750     0.125      7/15/2041
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Powerwave
  Technologies Inc     PWAV      1.875     0.125     11/15/2024
Quicksilver
  Resources Inc        KWKA      9.125     4.742      8/15/2019
Quicksilver
  Resources Inc        KWKA     11.000     9.500       7/1/2021
Quiksilver Inc /
  QS Wholesale Inc     ZQK      10.000    24.450       8/1/2020
RKI Exploration &
  Production LLC /
  RKI Finance Corp     RKIEXP    8.500   111.250       8/1/2021
RadioShack Corp        RSH       6.750     0.750      5/15/2019
RadioShack Corp        RSH       6.750     0.975      5/15/2019
RadioShack Corp        RSH       6.750     0.975      5/15/2019
Resolute Energy Corp   REN       8.500    36.375       5/1/2020
SITEL LLC /
  Sitel Finance Corp   SITEL    11.500   100.525       4/1/2018
Sabine Oil & Gas Corp  SOGC      7.250    21.000      6/15/2019
Sabine Oil & Gas Corp  SOGC      9.750    11.250      2/15/2017
Sabine Oil & Gas Corp  SOGC      7.500    21.250      9/15/2020
Sabine Oil & Gas Corp  SOGC      7.500    11.750      9/15/2020
Sabine Oil & Gas Corp  SOGC      7.500    11.750      9/15/2020
Samson Investment Co   SAIVST    9.750     0.500      2/15/2020
SandRidge Energy Inc   SD        7.500    25.600      3/15/2021
SandRidge Energy Inc   SD        8.125    25.000     10/15/2022
SandRidge Energy Inc   SD        8.750    27.370      1/15/2020
Saratoga
  Resources Inc        SARA     12.500     6.000       7/1/2016
Savient
  Pharmaceuticals Inc  SVNT      4.750     0.225       2/1/2018
SquareTwo
  Financial Corp       SQRTW    11.625    48.500       4/1/2017
Swift Energy Co        SFY       7.875    25.250       3/1/2022
Swift Energy Co        SFY       7.125    29.000       6/1/2017
Swift Energy Co        SFY       8.875    27.000      1/15/2020
TMST Inc               THMR      8.000    10.375      5/15/2013
Terrestar
  Networks Inc         TSTR      6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    16.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500    12.188      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    14.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500    14.750      11/1/2016
Venoco Inc             VQ        8.875    21.000      2/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.750    27.333      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.750    29.000      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.750    17.250      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.375    23.000       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS       8.750    14.000       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.750    79.000      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.750    17.125      1/15/2019
Walter Energy Inc      WLTG      9.875     1.250     12/15/2020
Walter Energy Inc      WLTG     11.000     3.625       4/1/2020
Walter Energy Inc      WLTG      8.500     1.500      4/15/2021
Walter Energy Inc      WLTG     11.000     5.000       4/1/2020
Walter Energy Inc      WLTG      9.875     2.500     12/15/2020
Walter Energy Inc      WLTG      9.875     0.542     12/15/2020
Warren Resources Inc   WRES      9.000    30.250       8/1/2022


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***