TCR_Public/150901.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, September 1, 2015, Vol. 19, No. 244

                            Headlines

ACCELLENT INC: Moody's Retains 'B3' CFR Following Acquisition
ACELITY LP: Moody's to Retain 'B2' Rating Over IPO Filing
ALLIED NEVADA: Noteholders File Supplemental Rule 2019 Statement
ALLIED NEVADA: Sues Travus Pope Over Call for Shareholder Meeting
ALLIED NEVADA: Tuttle Seeks Review of Exploration Asset Sale Order

ALLIED SYSTEMS: Plan Confirmation Hearing Moved to Sept. 10
ALONSO & CARUS: Creditors' Panel Hires GlassRatner as Fin'l Advisor
ALONSO & CARUS: Panel Hires Vilarino & Associates as Counsel
ALPHA NATURAL: Russell R. Johnson III Represents Utilities
ALTEGRITY LLC: Completes Financial Restructuring, Exits Chapter 11

AMERICAN AXLE: Fitch Affirms 'BB-' Issuer Default Ratings
AMERICAN EAGLE: Bieging Shapiro Files Rule 2019 Statement
AMERICAN EAGLE: Gets Final Approval to Use Cash Collateral
AMERICAN EAGLE: Pachulski Stang Approved as Committee's Counsel
AMERICAN EAGLE: Power Crude Opposes Incentive Plan

AMERICAN EAGLE: Power Energy Directed to Turnover $1.73M Funds
AMERICAN EAGLE: Shares More Info for B&H Application
ATLANTIC & PACIFIC: Court Directs Appointment of Retiree Committee
ATLANTIC & PACIFIC: Seeks Relief From Bumping Provisions in CBA
ATLANTIC & PACIFIC: Selling Rest of Its NY, NJ Stores to Save Jobs

ATLANTIC & PACIFIC: Sells Pharmaceutical Assets for $8.1-Mil.
BAHA MAR: Judge Presents Alternatives to Case Dismissal
BR ENTERPRISES: Hearing on Plan Outline Continued Until Sept. 8
BSA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
CAPSTONE MINING: S&P Revises Outlook to Neg. & Affirms 'B+' CCR

CHINOOK USA: Fights Duck Dynasty Star "Appearance Fee" Bill
CORINTHIAN COLLEGES: Court Signs Plan Confirmation Order
CRP-2 HOLDINGS: U.S. Bank Objects to Cash Collateral Use
EDISON MISSION: Trust Board of Trustees Approves Cash Distribution
EDUCATION STATION: Case Summary & 7 Largest Unsecured Creditors

EXCEL TRUST: Fitch Withdraws 'BB' Preferred Stock Rating
FOCUS LEARNING: Fitch Cuts 2011A&B Rev. Bonds Rating to 'BB-'
GIBSON ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR
GREIF INC: Moody's Lowers CFR to Ba2 & Revises Outlook to Negative
GROWER'S ORGANIC: Case Summary & 20 Largest Unsecured Creditors

GT ADVANCED: Opposes 'Rehashed' Equity Committee Motion
GT ADVANCED: PCC Appeals DIP Financing Order
GT ADVANCED: To Reduce Global Headcount as Part of Restructuring
GT ADVANCED: Winning Bidders in Online Auction Named
HALCON RESOURCES: S&P Lowers Corporate Credit Rating to 'SD'

HOLY HILL: Court Okays Settlement Agreement With Carl J. Sohn
HOLY HILL: Court Okays Stipulation in Parker Mills Settlement
HOMCO REALTY: In Bankruptcy; Creditor's Meeting September 10
HUTCHESON MEDICAL: To Shut Down Labor & Delivery Center Today
HYATT REALTY: Case Summary & 2 Largest Unsecured Creditors

IRISH BANK: District Court Affirms Ch. 15 Recognition Order
KHATTRA HOSPITALITY: Case Summary & 11 Top Unsecured Creditors
LANCER FINANCE: Fitch Cuts Sr. Secured Notes Rating to 'D'
LEVEL 3 COMMUNICATIONS: Fitch Hikes Issuer Default Rating to 'BB-'
LIFE PARTNERS: Dodges Plans Trustee Says Endanger Reorganization

LIVINGSTON INT'L: Moody's Lowers Corp. Family Rating to 'B3'
LUCA INTERNATIONAL: Proposes SRR's Cross as CRO
LUCA INTERNATIONAL: Schedules and Statements Due Sept. 9, 2015
LUCA INTERNATIONAL: Taps BMC Group as Claims Agent
MAGNETATION LLC: Has Until Dec. 1, 2015 to Decide on Leases

MAGNETATION LLC: Has Until Nov. 1 to Propose Reorganization Plan
NATIVE ENERGY FARMS: Gets Approval of Plan to Exit Bankruptcy
NATIVE WHOLESALE: Appeals June 29 Oklahoma Judgment Order
NEW YORK LIGHT: Creditors' Panel Hires Emerald Capital as Advisor
NEW YORK LIGHT: Creditors' Panel Hires Hodgson Russ as Attorneys

ONE FOR THE MONEY: Court Confirms Liquidating Chapter 11 Plan
ONTARIO ARCH: Voluntary Chapter 11 Case Summary
OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Outlook Stable
PATRIOT COAL: Court Approves Bidding Protocol for Federal Complex
PEABODY ENERGY: Moody's Lowers Corporate Family Rating to 'Caa1'

PETERSBURG REGENCY: Parties Balk at Approval of Case Dismissal Bid
PETERSBURG REGENCY: Sokol Behot Substitutes NAKB as Counsel
PHILLIPS INVESTMENTS: Exclusivity, Cash Use Extended Until November
PHOENIX COS: S&P Affirms 'B-' Counterparty Credit Rating
POSITRON CORPORATION: Involuntary Chapter 11 Case Summary

PREMIER PEST: Case Summary & Largest Unsecured Creditor
RAHMANIA PROPERTIES: Case Summary & 4 Top Unsecured Creditors
RANCHLAND HOLDINGS: Involuntary Chapter 11 Case Summary
REPUBLIC AIRWAYS: May File for Bankruptcy if Union Talks Fail
RESPONSE GENETICS: Has Interim Authority to Obtain SWK DIP Loan

SABLE OPERATING: Case Summary & 20 Largest Unsecured Creditors
SABLE OPERATING: Files for Ch. 11 After Defaulting on Debt
SEQUA CORP: Moody's Lowers Corp. Family Rating to Caa2, Outlook Neg
SOUTHCROSS ENERGY: Moody's Lowers CFR to 'B2', Outlook Negative
SOUTHGOBI RESOURCES: TSX Delisting Review Extended Until Sept. 30

STILLWATER MINING: S&P Raises Sr. Unsecured Debt Rating to 'BB'
STONEBRIDGE FINANCIAL: Bank Unit to Auctioned Off on October 22
SURGICAL SPECIALTIES: S&P Affirms 'B' Corporate Credit Rating
SYMETRA FINANCIAL: Moody's Reviews (P)Ba2 Rating for Upgrade
THORNBURG MORTGAGE: Judge Rules Against RBC Capital

TIGER CAR WASH: Case Summary & 3 Largest Unsecured Creditors
TWENTYEIGHTY INC: Moody's Retains Ratings Over Covenant Amendment
ULTIMATE NUTRITION: Bank Seeks Probe on Missing Shake Ingredients
UNITED DISTRIBUTION: Moody's Lowers CFR to Caa1, Outlook Stable
UNIVERSAL HEALTH: Has Settlement With BankUnited; Sept. 24 Hearing

UNIVITA HEALTH: Files Chapter 7 Liquidation Case
USA DISCOUNTERS:  Sept. 1 Meeting Set to Form Creditors' Panel
USA DISCOUNTERS: Final Cash Collateral Hearing Set for Sept. 18
USA DISCOUNTERS: Must Show Cause Why Venue Should Not Be Moved
VAN DYKE PUBLIC: Moody's Affirms Ba1 Rating; Outlook Positive

WBH ENERGY: Defends Chapter 11 Reorganization Plan
WESLEY HOMES: Fitch Cuts Rating on 2007A Housing Bonds to 'BB+'
WEST JEFFERSON MEDICAL: Moody's Cuts Rating on $136.2MM Debt to Ba2
WESTWAY GROUP: S&P Lowers Senior Secured Project Rating to 'B+'
WINDMILL RUN: Case Summary & 20 Largest Unsecured Creditors

ZLOOP INC: Has Interim Approval to Use Cash Collateral
ZLOOP INC: Schedules and Statements Due Sept. 9
[*] Polsinelli Launches Report on Healthcare Sector Distress

                            *********

ACCELLENT INC: Moody's Retains 'B3' CFR Following Acquisition
-------------------------------------------------------------
Moody's Investors Service commented that Accellent Inc.'s B3
Corporate Family Rating and stable outlook remain unchanged
following the announcement that the company has signed a definitive
agreement to be acquired by Greatbatch, Inc.  Greatbatch is a
provider of outsourced manufacturing and engineering services to
leading companies within the medical device industry and customers
within the energy, military, and environmental markets.  Under the
terms of the agreement, Greatbatch will acquire Accellent, which
does business under the name Lake Region Medical, for approximately
$1.73 billion in cash and stock.


ACELITY LP: Moody's to Retain 'B2' Rating Over IPO Filing
---------------------------------------------------------
Acelity Holdings, Inc., parent of Acelity L.P. (B2, Negative), a
maker of wound care and regenerative medicine products, filed for
an initial public equity offering.  An IPO would be credit positive
for Acelity, which said in its filing it plans to use the equity
sale proceeds to repay a portion of its $612 million 12.5% senior
notes due 2019.  Depending on the amount of debt repayment, Moody's
could stabilize the outlook (currently negative).  However, Moody's
do not see immediate upward pressure on the ratings given its
expectation that leverage following the IPO will likely remain
above our 5.5 times leverage trigger for an upgrade.


ALLIED NEVADA: Noteholders File Supplemental Rule 2019 Statement
----------------------------------------------------------------
A group of senior unsecured noteholders filed its third
supplemental statement pursuant to Rule 2019 of the Federal Rules
of Bankruptcy Procedure.

The noteholders disclosed that as of July 29, 2015, they or their
affiliates are the advisor to, the beneficial owner of, or the
holder and manager of various accounts for $44,044,920 in aggregate
principal amount of the debtor-in-possession loans and
CAD311,975,000 in aggregate principal amount of the Allied Nevada
Gold Corp. 8.75% Senior Unsecured Notes Due 2019.

                 About Allied Nevada Gold Corp.

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: Sues Travus Pope Over Call for Shareholder Meeting
-----------------------------------------------------------------
Allied Nevada Gold Corp. sued Travus Pope and asked the United
States Bankruptcy Court for the District of Delaware for
declaratory judgment and preliminary injunctive relief under 28
U.S.C. Section 2201, 11 U.S.C. Section 105(a), and Fed. R. Bankr.
P. 7001(7), 7001(9), and 7065.

On July 20, 2015, Travus Pope filed a complaint in the Court of
Chancery for the State of Delaware seeking to compel an annual
meeting of Allied Nevada's shareholders pursuant to 8 Del. C.
section 211(c).  Allied Nevada believes that Mr. Pope's attempt to
compel a shareholder meeting will cause delay in the Chapter 11
Cases and jeopardize the Debtors' reorganization.

Accordingly, Allied Nevada asks the Bankruptcy Court to declared
that that any action by Mr. Pope to compel Allied Nevada to hold a
shareholder meeting prior to the effective date of a Chapter 11
plan proposed either solely or jointly by the Debtors in the
Chapter 11 Cases constitutes "clear abuse" of the right to demand a
shareholder meeting.  An injunctive relief enjoining Defendant and
any person acting on his behalf or in concert with him from
prosecuting an action in the Chancery Court to compel the Plaintiff
to hold a shareholder meeting and/or taking any other action to
compel Plaintiff to hold a shareholder meeting from the date hereof
through the earlier of (i) the occurrence of the effective date of
a chapter 11 plan proposed either solely or jointly by the Debtors
in the Chapter 11 Cases, is appropriate, Allied Nevada asserted.

Allied Nevada Gold Corp is represented by:

          Stanley B. Tarr, Esq.
          Michael D. DeBaecke, Esq.  
          Victoria A. Guilfoyle, Esq
          BLANK ROME LLP
          1201 N. Market Street, Suite 800
          Wilmington, Delaware 19801
          Tel: (302) 425-6400
          Fax: (302) 425-6464
          Email: tarr@blankrome.com
                 DeBaecke@blankrome.com
                 Guilfoyle@blankrome.com
       
             -- and --

          Ira S. Dizengoff, P.C., Esq.  
          Philip C. Dublin, P.C., Esq.   
          Sean E. O’Donnell, P.C., Esq.   
          Alexis Freeman, P.C., Esq.   
          Christopher W. Carty, P.C., Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP   
          One Bryant Park
          New York, New York 10036
          Tel: (212) 872-1000
          Fax: (212) 872-1002
          Email:  idizengoff@akingump.com    
                  pdublin@akingump.com
                  sodonnell@akingump.com
                  afreeman@akingump.com
                  ccarty@akingump.com

                      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

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District
of Delaware approved on Aug. 28 the disclosure statement
explaining
Allied Nevada Gold Corp., et al.'s Amended Joint Chapter 11 Plan
of
Reorganization.

The Confirmation Hearing will commence at 10:00 a.m. (Prevailing
Eastern Time) on Oct. 6, 2015, which date may be continued from
time to time without further notice other than adjournments
announced at the Confirmation Hearing.

Any objections to confirmation of the Plan, including to the
assumption of executory contracts and unexpired leases and the
proposed cure amounts associated therewith, must be filed on or
before Sept. 25.  Ballots accepting or rejecting the Plan must be
received by Sept. 28.


ALLIED NEVADA: Tuttle Seeks Review of Exploration Asset Sale Order
------------------------------------------------------------------
Brian Tuttle asks the United States Bankruptcy Court for the
District of Delaware to reconsider the June 18 order allowing the
sale of Allied Nevada Gold Corp., et al.'s exploration properties.

At the sale hearing, Mr. Tuttle argued the sale should not be
approved until all parties were afforded the opportunity to
discover relevant information regarding the sale.  The Court found
that Mr. Tuttle had the opportunity but failed to perform the "due
diligence" required to investigate the sale of the Exploration
Properties and overruled Mr. Tuttle's objection.   

Now, Mr. Tuttle seeks reconsideration, asserting that he was not
afforded the opportunity to obtain potentially admissible evidence
regarding, amongst other things: the value of the properties set to
be sold or the Debtors' Board of Directors business relationships
with the stalking horse bidder and any influence the value or
relationships had on influencing prior negotiations that may have
spawned the incorporation of Clover Nevada; which is now being
publicly referenced by the Debtors' as wholly-owned subsidiary of
Wateron Precious Metals Fund II Cayman LP.

                        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

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District
of Delaware approved on Aug. 28 the disclosure statement
explaining
Allied Nevada Gold Corp., et al.'s Amended Joint Chapter 11 Plan
of
Reorganization.

The Confirmation Hearing will commence at 10:00 a.m. (Prevailing
Eastern Time) on Oct. 6, 2015, which date may be continued from
time to time without further notice other than adjournments
announced at the Confirmation Hearing.

Any objections to confirmation of the Plan, including to the
assumption of executory contracts and unexpired leases and the
proposed cure amounts associated therewith, must be filed on or
before Sept. 25.  Ballots accepting or rejecting the Plan must be
received by Sept. 28.


ALLIED SYSTEMS: Plan Confirmation Hearing Moved to Sept. 10
-----------------------------------------------------------
The start date and time for the hearing to consider ASHINC
Corporation, et al.'s First Amended Joint Chapter 11 Plan of
Reorganization has been changed to Sept. 10, 2015, at 9:30 p.m.
(EDT), before the U.S. Bankruptcy Court for the District of
Delaware.

The Debtors, on Aug. 28, amended the Plan to incorporate provisions
that would impact only the First Lien Lenders.  In order to provide
the First Lien Lenders an adequate opportunity to review the
Revised Plan and determine whether (i) they have any objections
thereto or (ii) would like to change their vote cast on the Plan,
the Plan Proponents have enlarged the Objection Deadline through
and including Sept. 8 for the First Lien Lenders and the Voting
Deadline through and including Sept. 8 for the First Lien Lenders.

The First Amended Plan, among other things, provide that the "First
Lien Lender Deferred Distribution" means an amount of up to the Pro
Rata share of $1.0 million in Cash to be provided by the
Reorganized Debtors for distribution on account of the First Lien
Lender Claims of the Non-Electing First Lien Lenders pursuant to
Section 3.3(a) of the Plan.  The First Lien Lender Deferred
Distribution shall be paid by the Reorganized Debtors solely from
the net cash proceeds received by the Reorganized Debtors from the
sale, transfer, assignment or other disposition of the Reorganized
Debtors’ Assets, and after the Reorganized Debtors have recovered
an amount equal to the First Lien Lender Cash Distribution from the
Reorganized Debtors’ Assets.  Notwithstanding the foregoing, the
Reorganized Debtors will have the right to prepay any unpaid
portion of the First Lien Lender Deferred Distribution at any time,
in whole or in part, without any prepayment premium or penalty.

The First Amended Plan also provides that the "First Lien Lender
Election" means the opportunity afforded to each First Lien Lender,
other than Yucaipa, pursuant to the Plan to receive its Pro Rata
share of the New Common Stock in lieu of its Pro Rata share of the
First Lien Lender Cash Distribution and First Lien Lender Deferred
Distribution.

A blacklined version of the First Amended Plan is available for
free at http://bankrupt.com/misc/ASHINCplan0828.pdf

The Debtors also filed Plan supplements, including form of of
litigation trust agreement, full-text copies of which are available
for free at http://bankrupt.com/misc/ASHplansupp0812.pdf

In order to provide adequate information regarding the changes
reflected in the Amended Plan, the Plan Proponents have also filed
the Supplement to Disclosure Statement in support of the Plan.  A
full-text copy of the Disclosure Statement Supplement, which was
approved by the Court, is available for free at
http://bankrupt.com/misc/ASHplansupp0828.pdf

                    About Allied Systems Holdings

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007 with
$265 million in first-lien debt and $50 million in second-lien
debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.

They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq.,
and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at
Troutman Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a three-
member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court gave the official creditors'
committee authority to sue Yucaipa.  The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.

Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance
(Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P.,
Yucaipa American Alliance (Parallel) Fund II, L.P., represented by
Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at
Gibson, Dunn & Crutcher LLP.

First Lien Agent, Black Diamond Commercial Finance, L.L.C.,
represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq.,
at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J.
Ward, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel
LLP.

Allied Systems Holdings, Inc., has changed its name to ASHINC
Corporation.

                          *     *     *

ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.

The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.


ALONSO & CARUS: Creditors' Panel Hires GlassRatner as Fin'l Advisor
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alonso & Carus
Iron Works, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Puerto Rico to retain GlassRatner Advisory &
Capital Group, LLC as financial advisors to the Committee,
effective July 15, 2015.

The Committee requires GlassRatner to:

   (a) analyze the Debtor's current and historical business
       operations, financial results and pre-and post-petition
       financing arrangements, if any, and corresponding budgets;

   (b) analyze the Debtor's operations prior to and after the
       Petition Date, as the Committee deems necessary;

   (c) analyze the Debtor's liquidity and operations at certain
       points in time;

   (d) evaluate customer contracts for appropriateness;

   (e) investigate and analyze the potential for additional
       sources of recovery to the Debtor's estate;

   (f) review the financial aspects of the Disclosure Statement
       and Plan of Reorganization, including the financial
       projections and liquidation analysis;

   (g) negotiate on behalf of the Committee with relevant parties;

   (h) advise the Committee and Counsel on various financial and
       business matters associated with the Debtor;

   (i) investigate any potential causes of action or fraudulent
       transfers;

   (j) attend hearings before the Court and meetings with third
       parties as customary and appropriate and confer with
       representatives of the Committee, the Debtor, its counsel
       and financial advisor; and

   (k) provide written and oral reports to the Committee and
       counsel as necessary and appropriate.

GlassRatner will be paid at these hourly rates:

       James Fox                 $310
       Marc Levee                $270
       David Neyhart             $170
       Associates & Assistants   $95-$170

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

James Fox, principal of GlassRatner, 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.

GlassRatner can be reached at:

     James W Fox
     GLASSRATNER ADVISORY & CAPITAL GROUP LLC
     60 E 42nd St Ste 1062
     New York, NY 10165-1099
     Tel: (212) 223-2430 Extn. 11
     Fax: (212) 223-4654
     E-mail: jfox@glassratner.com

                        About Alonso & Carus

Alonso & Carus Iron Works, Inc., sought Chapter 11 protection
(Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on
March 27, 2015.  The case is assigned to Judge Enrique S. Lamoutte
Inclan.

The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing $23,028,113 in total assets and
$14,919,146 in total debts.

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


ALONSO & CARUS: Panel Hires Vilarino & Associates as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alonso & Carus
Iron Works, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Puerto Rico to retain Vilarino & Associates LLC
as counsel to the Committee, effective July 24, 2015.

The Committee requires Vilarino & Associates to:

   (a) advise the Committee with respect to its rights, duties,
       and powers in this Chapter 11 Case;

   (b) assist and advise the Committee in its consultations with
       the Debtor relative to the administration of this Chapter
       11 Case;

   (c) assist the Committee in analyzing the claims of the
       Debtor's creditors and the Debtor's capital structure and
       in negotiating with holders of claims and equity interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtor and of the operation of the Debtor's business;

   (e) assist the Committee in its investigation of the liens and
       claims of the holders of the Debtor's pre-petition debt and

       the prosecution of any claims or causes of action revealed
       by such investigation;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtor or any third party concerning matters
       related to, among other things, the assumption or rejection

       of certain leases of nonresidential real property and
       executory contracts, asset dispositions, sale of assets,
       financing of other transactions and the terms of one or
       more plans of reorganization for the Debtor and
       accompanying disclosure statements and related plan
       documents;

   (g) assist and advise the Committee as to its communications to

       unsecured creditors regarding significant matters in this
       Chapter 11 Case;

   (h) represent the Committee at hearings and other proceedings;

   (i) review and analyze applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee as to their propriety;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints, objections, or comments
       in connection with any of the foregoing; and

   (l) perform such other legal services as may be required or are

       otherwise deemed to be in the interest of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules, or other
       applicable law.

Vilarino & Associates will be paid at these hourly rates:

       Partners               $225
       Associates             $175
       Paralegals             $75

Vilarino & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Javier Vilarino, partner of Vilarino & Associates, 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.

Vilarino & Associates can be reached at:

       Javier Vilarino, Esq.
       VILARINO & ASSOCIATES LLC
       P.O. Box 9022515
       San Juan, PR 00902-2515
       Tel: (787) 565-9894
       E-mail: jvilarino@vilarinolaw.com

                        About Alonso & Carus

Alonso & Carus Iron Works, Inc., sought Chapter 11 protection
(Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on
March 27, 2015.  The case is assigned to Judge Enrique S. Lamoutte
Inclan.

The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing $23,028,113 in total assets and
$14,919,146 in total debts.

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


ALPHA NATURAL: Russell R. Johnson III Represents Utilities
----------------------------------------------------------
Russel R. Johnson III of the law Firm of Russell R. Johnson III,
PLC filed a statement of multiple representation in the case of
utility companies that provided prepetition utility goods/services
to Alpha Natural Resources, Inc., et al., and continue to provide
postpetition utility goods/services to the Debtors.  A copy of the
statement is available for free at:

   http://bankrupt.com/misc/AlphaNatural_177_statementJohnson.pdf

Mr. Johnson represents Appalachian Power Company, doing business as
American Electric Power, et al., companies providing utilities to
the Debtor in August 2015.

                      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.

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.



ALTEGRITY LLC: Completes Financial Restructuring, Exits Chapter 11
------------------------------------------------------------------
Altegrity, LLC, on Aug. 31 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11.
Through its Plan of Reorganization, Altegrity has substantially
reduced its debt.  The Company's second and third lien noteholders
have converted their debt into equity becoming the new majority
owners, and, in connection with the Chapter 11 proceedings, certain
of the new equity owners contributed $90 million in
debtor-in-possession financing to support the restructuring and the
Company upon emergence.

"[Mon]day marks the completion of a restructuring that allows our
Company to move forward as a stronger and more competitive
enterprise that is well positioned for success," said
Jeffrey Campbell, Altegrity's President and Chief Financial
Officer.  "With significantly less debt, we have enhanced our
ability to further invest in our HireRight and Kroll businesses to
enable their growth and create value for our stakeholders."

Mr. Campbell continued, "On behalf of the management team, I would
like to extend my gratitude to our employees for their hard work
and dedication and to our clients and vendors for their support.
We are moving forward with a renewed energy and focus on our
HireRight and Kroll businesses.  We remain committed to providing
our clients with the same quality services they have come to
expect."

The new majority owners of the Company include funds managed by
Third Avenue Management LLC, Litespeed Management LLC and Mudrick
Capital Management LP.

Debevoise & Plimpton LLP served as the Company's legal advisor,
AlixPartners LLP served as its restructuring advisor and Evercore
LLC served as its financial advisor.

Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Houlihan Lokey
advised the ad hoc committee of unaffiliated holders of the
Company's second and third lien debt.  Kirkland & Ellis LLP and
Moelis & Company LLC advised the ad hoc committee of unaffiliated
holders of the Company's first lien debt.

                      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 AXLE: Fitch Affirms 'BB-' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
American Axle & Manufacturing Holdings, Inc. (AXL) and its American
Axle & Manufacturing, Inc. (AAM) subsidiary at 'BB-'. Fitch has
also affirmed the ratings for AAM's secured revolving credit
facility and secured term loan A at 'BB+' and assigned them a
Recovery Rating of 'RR1'. Fitch has affirmed AAM's senior unsecured
notes rating at 'BB-' and assigned them a Recovery Rating of 'RR4'.
A full list of rating actions follows at the end of this release.

AAM's ratings apply to a $523.5 million secured revolving credit
facility, a $138.8 million secured term loan A and $1.35 billion in
senior unsecured notes. The Rating Outlooks for both AXL and AAM
have been revised to Positive from Stable.

KEY RATING DRIVERS

The Positive Outlook revision for AXL and AAM is driven by Fitch's
expectations for a further strengthening of the auto supplier's
credit profile over the intermediate term. Also contributing to the
Positive Outlook revision is Fitch's expectation that the customer,
platform and geographic diversification of the company's book of
business will continue to grow over the next several years,
reducing the company's reliance on General Motors Company's (GM)
full-size pickup and sport utility vehicle programs. Although
increased diversification will likely result in somewhat lower
margins, Fitch views this as an appropriate trade-off for reduced
exposure to a single vehicle program.

AXL's credit profile improvement over the next couple of years will
be driven, in part, by revenue growth exceeding global light
vehicle production as the company's continues to expand its book of
business with new customers and programs, leading to stronger FCF
generation that will provide it with meaningful financial
flexibility. However, beyond 2017, the loss of a portion of AXL's
content on the next GM light truck platform will likely constrain
revenue and put some additional pressure on margins. Nonetheless,
even with the loss of that business, Fitch expects margins to
remain relatively strong and FCF to remain solidly positive over
the longer term, providing the company with ongoing financial
flexibility and the ability to further reduce leverage.

Fitch's concerns include the ongoing concentration of AXL's revenue
base, despite its increased diversification; the potential for
operational issues to arise with the substantial amount of launch
activity expected over the intermediate term, much of it involving
new customers and technologies; and the sensitivity of the
company's credit metrics to changes in its operating performance.
Although AXL's book of business will become increasingly
diversified over the intermediate term, Fitch expects GM to remain
the company's largest customer by a wide margin for a number of
years. In addition, AXL will remain heavily exposed to GM's light
truck program, so any decline in demand for those vehicles will
have an outsized impact AXL's financial performance.

The company's focus on diversification, while a credit positive
overall, increases the risk of potential startup issues as the
company increasingly works on new products with new customers.
Several years ago, the company experienced several quarters of
negative FCF in part due to significant launch issues, although
recent launches have gone smoothly. Partly as a result of AXL's
relatively small size, its credit protection metrics remain quite
sensitive to fluctuations in operating performance, and a steep
decline in production or potential launch issues could lead to a
rapid deterioration in its credit metrics.

AXL recently announced that it was selected by GM as a target
supplier under GM's Strategic Sourcing Program (SSP) to provide
axles and driveline equipment for future generations of GM's
full-size light truck and SUV program. This has the potential to
lock in AXL for future generations of the program that could span
more than a decade. However, in conjunction with its achieving
target supplier status, AXL expects GM to shift 25% of the content
that AXL currently supplies for the program to another source. The
loss of this high-margin business is a credit negative, and Fitch
estimates that the lost future business accounts for roughly 13% of
AXL's current revenue base. GM has not yet announced when the next
generation of its full-size trucks will enter production, but Fitch
estimates that it will be at least three years before AXL sees the
effect of the lost business, giving the company time to reallocate
the freed up capacity to other new programs. The company has noted
that the long-term clarification of the remaining GM business,
along with the flexibility of its manufacturing equipment, will
give it the ability to bid more competitively for new programs as
it will not need to add incremental capacity to take on that
business. Fitch believes the company has the ability to replace
most of the lost business, but the new programs will likely carry
lower margins, given the significant scale efficiencies that AXL
realizes on the products it supplies for GM's full-size light truck
and SUV program.

Free cash flow (FCF) (calculated as net cash from operations less
gross capital expenditures) in the 12 months (LTM) ended June 30,
2015, was $196 million, equating to a relatively solid FCF margin
of 5.1%. AXL's FCF-generating capability has improved significantly
over the past two years, as the company has produced positive
quarterly FCF in six of the last eight quarters. LTM FCF at June
30, 2015 was also substantially higher than the $38 million in FCF
with a 1.1% FCF margin that the company produced in the LTM ended
June 30, 2014. Lower capital expenditures of $194 million in the
June 30, 2015 LTM period versus $234 million in the year-earlier
period contributed to the improvement, but much of the increase has
been the result of higher production volumes and continued work on
cost efficiencies. The year-over-year decline in capital spending
was largely due to incremental investments that the company made in
2014 to support changes in GM's light truck program.

Going forward, Fitch expects the company's capital expenditures to
run at a more typical level of about 4.5% to 5% of annual revenue.
Over the intermediate term, Fitch expects AXL to produce annual FCF
in the $150 million to $200 million range with the normalized
capital spending levels, volume-related contribution margin
improvement and continued working capital management. Fitch
believes the company will continue to prioritize organic revenue
growth and leverage reduction when assessing potential uses for its
FCF. However, the company could also consider acquisition
opportunities to further diversify its customer base or geographic
diversification. Fitch expects that any acquisitions would
complement the company's existing product offerings, rather than
shift it into completely new lines of business. Longer-term, AXL
could also look to return some cash to shareholders, although the
company currently appears primarily focused on growing its business
and strengthening its balance sheet.

AXL's overall liquidity remains adequate to meet the company's cash
obligations. Cash and cash equivalents at June 30, 2015, totaled
$301 million, up from $129 million at June 30, 2014, and AAM had
$506 million available on its $523.5 million secured revolver after
accounting for $17 million in letters of credit. The company has no
meaningful debt maturities due until 2018 when the majority of
AAM's secured Term Loan A comes due. Combined with Fitch's
expectations for positive FCF generation, Fitch expects AXL's cash
and revolver availability to remain more than adequate to cover its
intermediate-term liquidity needs.

AXL's leverage (debt/Fitch-calculated EBITDA) declined slightly
during the LTM ended June 30, 2015, to 3.0x from 3.2x in the
year-earlier period, primarily as a result of higher EBITDA as debt
remained relatively flat. Overall, Fitch-calculated EBITDA rose to
$512 million in the LTM ended June 30, 2015 from $487 million in
the year-earlier period, while debt was about $1.5 billion at the
end of both periods. Funds from operations (FFO) adjusted leverage
was 3.6x at June 30, 2015, down from 3.9x at June 30, 2014. Fitch
expects leverage to decline further over the intermediate term as
the company makes amortization payments on its Term Loan A and as
EBITDA increases on higher business levels. The company could also
look to prepay a portion of its Term Loan A beyond the normal
amortization schedule without penalty to further reduce leverage.
Excluding the effect of any term loan prepayments or early debt
redemptions, Fitch expects EBITDA leverage to decline to the
high-2x range by year end 2015 and to decline further, to the
mid-2x range over the following two years. Over the same period,
Fitch expects FFO adjusted leverage to decline to the low-3x
range.

Similar to many other defined benefit plans sponsored by U.S.
companies, the funded status of AXL's pension plans declined in
2014, primarily due to a combination of lower discount rate
assumptions and revised mortality tables. As a result, AXL's
pension plans were 87% funded at year-end 2014, down from 94%
funded at year end 2013. However, at year end 2014, the net
liability was only $95 million, which Fitch views as manageable
given the company's liquidity position and FCF generating
capabilities. As such, Fitch does not currently view the funded
status of AXL's defined benefit pension plans as a meaningful
credit risk.

The Recovery Rating of 'RR1' assigned to AAM's secured revolving
credit facility and secured term loan A reflects their collateral
coverage, which includes virtually all the assets of AXL and AAM,
leading to expected recovery prospects in the 90% to 100% range in
a distressed scenario. The Recovery Rating of 'RR4' assigned to
AAM's senior unsecured notes reflects Fitch's expectation that
recovery prospects would be average, in the 30% to 50% range, in a
distressed scenario.

KEY ASSUMPTIONS

-- Global auto production rises in the low-single-digit range
    over the intermediate term;

-- U.S. light vehicle sales approach 17 million in 2015 and
    remain near that level for the next several years;

-- AXL's new product programs tied to its backlog of new business
  
    roll out smoothly over the intermediate term;

-- EBITDA margins decline somewhat over the next several years,
    consistent with a more diversified book of business;

-- Revenue growth and margins are constrained in 2018 as the
     company replaces lost GM full-size light truck and SUV
    business with new programs at a lower margin;

-- Capital spending over the intermediate term is at normalized
    levels of about 5% of revenue;

-- The company uses cash on hand to fund amortization payments
    and the final maturity of its term loan A in 2018;

-- Over the intermediate term, excess cash is used for relatively

    small acquisitions or is returned to shareholders.

RATING SENSITIVITIES

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

-- Continued progress on diversifying the company's revenue base;

-- Sustained FCF margins of 2% or higher;

-- Sustained EBITDA leverage below 3x;

-- Sustained FFO adjusted leverage in the low 3x range;

-- Successfully replacing the lost 25% of the GM full-size light
    truck and SUV revenue with new business.

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

-- Significant production inefficiencies and associated cash burn

    tied to the start-up of new programs;

-- A rise in EBITDA leverage to above 3.5x for a sustained
    period;

-- A rise in FFO adjusted leverage to 4x or higher for a
    sustained period;

-- A sustained decline in the EBITDA margin to below 10%;

-- Sustained negative free cash flow generation;
-- An unexpected prolonged disruption in the production of GM's
    full-size pickups and SUVs.

Fitch has affirmed the following ratings and assigned Recovery
Ratings as follows:

AXL

-- IDR at 'BB-'.

AAM

-- IDR at 'BB-';
-- Secured revolving credit facility rating at 'BB+/RR1';
-- Secured term loan A rating at 'BB+/RR1';
-- Senior unsecured notes rating at 'BB-/RR4'.

The Rating Outlook has been revised to Positive from Stable.



AMERICAN EAGLE: Bieging Shapiro Files Rule 2019 Statement
---------------------------------------------------------
Bieging Shapiro & Barber LLP submitted a verified statement to the
U.S. Bankruptcy Court for the District of Colorado pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure in connection
with American Eagle Energy Corporation, et al.'s application to
employ BSB.

BSB stated that it represents these entities in the Debtor's case
at these addresses:

      1. Hydratek, Inc.
         12069 Highway 16
         Sidney, MT 59270
         Precision Drilling Corporation
         Eighth Avenue Place
         Suite 800, 525 - 8th Avenue S.W.
         Calgary, Alberta, Canada T2P 1G1

      2. Miller Oil Company, Inc.
         P.O. Box 408
         Culbertson, MT 58218

To the best of BSB's knowledge, BSB does not possess any claims or
interests in the Debtor.

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the Chapter
11 filing.

The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.



AMERICAN EAGLE: Gets Final Approval to Use Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized,
on a final basis, American Eagle Energy Corporation and AMZG, Inc.,
to (i) use cash collateral until Oct. 3, 2015; and (ii) provide
adequate protection to secured parties pursuant to Sections 361,
362, and 363 of the Bankruptcy Code.

Any objections to the motion with respect to the entry of
the final order were denied and overruled.

The Court previously denied the Debtors' motions without prejudice.
After negotiations among the Debtors, the Ad Hoc Group, and the
Official Committee of Unsecured Creditors, the parties entered into
stipulations relating to the use of cash collateral.

As of the Petition Date, the Debtors were indebted and liable to
the secured parties under the Prepetition Notes Documents with
SunTrust Bank, as administrative agent and issuing bank, and
SunTrust Robinson Humphrey, Inc., as bookrunner and sole lead
arranger, in the aggregate amount of not less: (i) $175,000,000 in
aggregate principal amount; (ii) all accrued and unpaid interest;
and (iii) additional amounts owed under the Prepetition Notes
Documents.

The Debtors would use the cash collateral to continue to operate
their oil exploration and production business and properties.

As adequate protection from any diminution in value of the lender's
collateral, the Debtors will grant the secured parties
replacement liens, superpriority administrative claim status,
subject to carve out on certain expenses, and adequate protection
payment.

The Court also ordered that parties-in-interest will be permitted
to challenge the stipulations until Aug. 29, 2015.

The Ad Hoc Group is represented by:

         Paul N. Silverstein, Esq.
         ANDREWS KURTH LLP
         450 Lexington Avenue
         New York, NY 10017
         Tel: (212) 850-2800
         Fax: (212) 850-2929
         E-mail: paulsilverstein@andrewskurth.com

         Timothy A. Davidson II, Esq.
         ANDREWS KURTH LLP
         600 Travis, Suite 4200
         Houston, TX 77002
         Tel: (713) 220-4200
         Fax: (713) 220-4285
         E-mail: TDavidson@andrewskurth.com

         John F. Young, Esq.
         James T. Markus, Esq.
         MARKUS WILLIAMS YOUNG & ZIMMERMAN LLC
         1700 Lincoln Street, Suite 4550
         Denver, CO 80203
         Tel: (303) 830-0800
         Fax: (303) 830-0809
         E-mails: jyoung@markuswilliams.com
                  jmarkus@markuswilliams.com

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the Chapter
11 filing.

The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.



AMERICAN EAGLE: Pachulski Stang Approved as Committee's Counsel
---------------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of American Eagle Energy
Corporation, et al., to retain Pachulski Stang Ziehl & Jones LLP as
its counsel, effective as of May 20, 2015.  To the best of the
Committee's knowledge, PSZ&J is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the Chapter
11 filing.

The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.



AMERICAN EAGLE: Power Crude Opposes Incentive Plan
--------------------------------------------------
Power Crude Transport Inc., and Power Energy Partners, LP,
creditors and parties-in-interest in the Chapter 11 cases of
American Eagle Energy Corporation, et al., objected to the Debtors'
motion for authorization and approval of incentive bonus plan.

According to Power Crude, among other things:

   1. the proposed bonus plan does not comply with the provisions
of the Bankruptcy Code;

   2. the proposed bonus plan awards bonuses regardless of
performance;

   3. the proposed bonus payment to Beskow violates Section
503(c)(1) of the Bankruptcy Code; and

   4. the Debtors have failed to demonstrate that bonus plan
participants will provide a specific contribution that will benefit
the estates.

The U.S. Trustee objected to the Debtors' motion, stating that the
Debtors propose a key employee retention plan for the purposes of
inducing certain employees to remain with the Debtors through a
sale of substantially all assets or confirmation of a plan.

The Debtors ignored Section 503(b) and (c) in their motion, and do
not explain whether and how the proposed bonus plan might comply
with the requirements of those sections.  Instead of addressing the
actual and direct statutory predicates for the relief requested,
the Debtors improperly base their request only on Section 105(a).

The Debtors sought for authorization to pay a total of $121,800 in
bonuses which is reasonable in the context of the Debtors assets,
liabilities and what they expect to realize at a sale of
substantially all of the Debtor assets.  The Debtors anticipate
that assets will be sold for no less than $70 million.

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the Chapter
11 filing.

The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.



AMERICAN EAGLE: Power Energy Directed to Turnover $1.73M Funds
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado American
entered an order granting in part, the agreed motion for turnover
of property to Eagle Energy Corp. and AMZG, Inc.

Specifically, the Court ordered that:

   1. Power Energy Partners LP is currently holding $1,725,078
(Agreed Funds) that belong to the Debtor.

   2. Power Energy Partners LP is directed to immediately deliver
the agreed funds to the Debtor.

   3. The Debtor will hold the agreed funds in their
debtor-in-possession accounts and may use such funds in accordance
with the Court's final order authorizing use of cash collateral.

Several parties-in-interest responded to the Debtors' motion.

Halliburton Energy Services, Inc. and Nabors Drilling USA, L.P.
(the "lien creditors") responded to the Debtors' motion for
turnover of property of the estate that Power Energy Partners, LP,
had previously refused to turn over the funds because certain
lienholders had objected to turnover.  In this connection, the lien
creditors reserve their rights in the funds and their right to seek
adequate protection with respect to the funds.

Hydratek, Inc.; Miller Oil Company, Inc.; G-Style Transport, LLC;
and Precision Completion & Production Services, Ltd. ("Lien Right
Creditors" said that while they do not object to turnover of the
funds, they object to use of the funds by Debtors without affording
to them adequate protection as required by Section 363(e) of the
Bankruptcy Code.

The Debtors, in their motion, stated Power and American Eagle
entered into a Lease Crude Oil Purchase Agreement effective
November 12, 2012.  Effective July 1, 2013, Power and American
Eagle entered into a second Lease Crude Oil Purchase Agreement,
which superseded the Initial Agreement.  Per the terms of the
current agreement, each month Power makes payments to American
Eagle.

Prior to the Petition Date, Power acquired oil produced by American
Eagle, but did not remit the full payment owed to American Eagle
because of certain lien claims filed against American Eagle or its
property in accordance with North Dakota law prior to the due date
for the payment.  Power was notified of these lien claims by the
lien claimants who demanded that Power not pay over the amounts
subject to the lien claims, as provided by Chapter 35-24 of the
North Dakota Century Code.

American Eagle has identified approximately $2,162,199 in funds
currently held by Power that American Eagle asserts belong to it as
property of the estate. Power acknowledges that it is holding
$1,725,078 in funds that American Eagle asserts is property of the
estate, but that Power believes may be subject to prepetition
liens of certain creditors, other than Power.

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the Chapter
11 filing.

The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.



AMERICAN EAGLE: Shares More Info for B&H Application
----------------------------------------------------
Laura Peterson, corporate attorney and secretary for American Eagle
Energy (AMZG), submitted a supplement verified statement in support
of application to employ Baker & Hostetler, LLP.

Ms. Peterson asserted that Baker has worked to develop and approve
a budget for fees to be included in the cash collateral budget
until Oct. 3, 2015.

AMZG has employed Baker as primary counsel but anticipates
employing secondary counsel to provide advice on North Dakota lien
law or on oil gas where necessary.

Elizabeth A. Green, in a supplemental statement in support
of application, stated that:

   1. B&H did not agree to any variations from, or alternates to,
its standard billing arrangements for the Chapter 11 cases.

   2. B&H's professionals did not vary their rates for these
Chapter 11 cases based upon the geographic location of the
bankruptcy cases.

   3. During the last twelve-month period, the billing rates of the
professionals who billed at least 25 hours on the client's matters
were:

                      Timekeeper Hourly Rate
                      ----------------------
         Randolf Katz                       $785
         Jorian Rose                        $785
         Elizabeth Green                    $750
         Jimmy Parrish                      $550
         Robert Morwood                     $450
         Alissa Lugo                        $425
         Tiffany Payne                      $425
         Andrew Layden                      $400
         Wendy Townsend                     $395
         Deanna Lane                        $245

B&H provided the Debtors with a discount of 10% on the total
prepetition fees for services rendered in April and through the
petition date of May 8, 2015.

As reported in the Troubled Company Reporter on June 25, 2015, the
Debtors tapped Baker & Hostetler to, among other things:

   (a) advise the Debtors of their rights and duties in these
       cases;

   (b) prepare motions and documents related to the sale of the
       Debtors' assets under section 363 of the Bankruptcy Code;

   (c) represent the Debtors in adversary proceedings and
       contested matters that may arise in connection with the
       Debtors' bankruptcy cases;

   (d) prepare pleadings related to these cases, including a
       disclosure statement and plan of reorganization;

   (e) negotiate with creditors in these cases with respect to
       treatment under the plan of reorganization;

   (f) solicit acceptances for the disclosure statement and plan
       of reorganization; and

   (g) take any and all other necessary action incident to the
       proper preservation and administration of these estates.

Prior to the commencement of the case, American Eagle paid an
advance fee to Baker & Hostetler of $350,000 for services and
expenses to Baker & Hostetler in connection with these cases
("Retainer").  

The Debtors have previously paid Baker & Hostetler $566,084, on a
current basis for services rendered and costs incurred prior to the
Petition Date in connection with the Insolvency Representation.

Elizabeth A. Green, partner of Baker & Hostetler, 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 firm can be reached at:

         Elizabeth A. Green, Esq.
         Jimmy D. Parrish, Esq.
         Lars Fuller, Esq.
         BAKER & HOSTETLER LLP
         200 South Orange Ave.
         SunTrust Center, Suite 2300
         Post Office Box 112 (32802-0112)
         Orlando, FL 32801-3432
         Tel: (407) 649-4000
         Fax: (407) 841-0168
         E-mail: egreen@bakerlaw.com
                 jparrish@bakerlaw.com  
                 lfuller@bakerlaw.com

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy Corporation disclosed total assets of
$21,980,687 and total liabilities of $193,604,113 as of the Chapter
11 filing.

The U.S. Trustee for Region 6, appointed seven creditors to serve
on the Official Committee of Unsecured Creditor.  The Committee
tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel.



ATLANTIC & PACIFIC: Court Directs Appointment of Retiree Committee
------------------------------------------------------------------
Judge Robert D. Drain of the United States Bankruptcy Court for
Southern District of New York directed the U.S. Trustee to appoint
an official committee of retirees in the Chapter 11 cases of The
Great Atlantic & Pacific Tea Company, Inc., and its debtor
affiliates.

The Retiree Committee will serve as the sole authorized
representative under Section 1114 of the Bankruptcy Code of
Unrepresented Retirees receiving "retiree benefits" sponsored by
the Debtors.  The scope of duties and rights of the Retiree
Committee will be consistent with and governed by Section 1114,
without prejudice to any challenge by any party in interest as to
whether the termination or modification of retiree benefits is
governed by Section 1114 or is within the scope of the duties of
the Retiree Committee.  The aggregate fees of professionals
retained by the Retiree Committee must not exceed $100,000 per
month; provided, that the Fee Cap may be increased with the consent
of the Debtors or order of the Court, for cause.  The Retiree
Committee must promptly file applications to retain any legal or
financial professionals needed to carry out its obligations under
Section 1114, and those approved professionals must file fee
applications for their
compensation and expenses.

Judge Drain's ruling was at the behest of the Debtors.  In
requesting for an order directing the appointment of a Retiree
Committee, the Debtors explained that the appointment of a single
committee is appropriate under the circumstances.  A single
committee can adequately represent the interests of Unrepresented
Retirees and permit the Debtors to negotiate more efficiently
without excess financial burden on the Debtors' estates.  Indeed,
multiple committees of retirees for Non-Union Retirees and each
group of Unrepresented Union Retirees would multiply the fees and
costs paid for by the estates and create unnecessary complications
and delay that may threaten the Debtors' ability to successfully
complete their Chapter 11 strategy, the Debtors asserted.

The U.S. Trustee, in response to the Debtors' motion for
appointment of a Retiree Committee, stated that to the extent that
one or more of the unions involved in the bankruptcy cases declines
to serve as the authorized representative for its constituents,
then two committees should be formed -- one committee for the
unrepresented union retirees and one committee for non union
retirees.  The U.S. Trustee asserted that the Court should decline
to impose a monthly Fee Cap on any Retirees Committee as a cap
could serve to chill the effectiveness of any retirees committee(s)
that may be formed.

The Debtors are represented by:

          Ray C. Schrock, P.C.
          Garrett A. Fail, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Tel: (212) 310-8000
          Fax: (212) 310-8007
          Email: ray.schrock@weil.com
                 garrett.fail@weil.com

William K. Harrington, the U.S. Trustee, is represented by:

          Brian S. Masumoto, Esq.
          201 Varick Street Suite 1006
          New York, NY 10004
          Tel: (212) 510-0500

                        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.


ATLANTIC & PACIFIC: Seeks Relief From Bumping Provisions in CBA
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its affiliated
debtors ask the U.S. Bankruptcy Court for the Southern District of
New York for interim authority to modify their collective
bargaining agreements.

The Debtors contend that in order to achieve a successful chapter
11 process, they must obtain interim modifications to their 35
separate collective bargaining agreements.  These modifications
consist of the following:

     (a) Relief from bumping provisions contained in virtually all
of the Debtors CBAs, which allow senior employees at stores that
are closed to take the jobs of junior employees elsewhere; and

     (b) Authority to implement a compromise proposal with respect
to severance obligations created by the Debtors' CBAs.  The Debtors
wish to pay a portion of severance on a current basis, with the
remainder deferred with a claim to be satisfied in accordance with
the Bankruptcy Code's priority and distributional requirements.

Ray C. Schrock, Esq., at Weil, Gotshal & Manges LLP, in New York,
New York, tells the Court that the bumping provisions only make
sense where an employer closes a store and there are other stores
owned by the employer into which senior employees can transfer. He
further tells the Court that not only do the bumping provisions
create a monumental administrative burden, they would be virtually
impossible to implement given that the Debtors are administering an
orderly liquidation process including sales of hundreds of stores
to third parties.  Mr. Schrock contends that there simply are no
stores that the Debtors will own on a go-forward basis to which
senior employees can be transferred. He further contends that the
stalking horse asset purchase agreement contain prohibitions on
allowing bumping of employees into the stores contemplated to be
purchased, and thus absent the relief requested bumping could give
rise to a breach under such asset purchase agreements.

Mr. Schrock asserts that a fair resolution that recognizes the
inherent difficulty employees share upon termination can be
achieved when the Debtors pay a portion of the employees' severance
on a current basis.

A total of eight objections were filed in response to the Debtors'
motion, consisting of the objection of the International United
Food and Commercial Workers Union and seven objections of UFCW
local unions.  The objections essentially make one argument
opposing the requested relief: that such relief is not necessary.

Mr. Schrock asserts that the Debtors must proceed to sell and
wind-down stores as quickly as they can, and cannot efficiently do
so without relief from bumping. He says that since the Debtors are
in a wind-down process and there simply are no stores that the
Debtors will continue to operate, the substantial administrative
difficulty and delay that bumping would bring, and the impediments
it would create to a successful sale process, implementing bumping
while trying to sell stores is simply not an option and would
undoubtedly cause irreparable damage to the estate.

In reply to the Unions' allegation that the Debtors' severance
proposal is intended to ensure that non-union employees receive the
same amount of severance as represented employees, Mr. Schrock
contends that the Debtors have reduced the amount of severance
payable to non-union employees numerous times over the years, and
the benefits provided are substantially less generous than those
enjoyed by represented employees. He further contends that the
Debtors' proposal to pay a percentage of severance results in the
represented employees obtaining the benefit of their more extensive
benefits.

The Debtors' attorneys can be reached at:

          Ray C. Schrock, Esq.
          David J. Lender, Esq.
          Salvatore A. Romanello, Esq.
          Garret A. Fail, Esq.
          Lawrence J. Baer, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Telephone: (212)310-8000
          Facsimile: (212)310-8007
          E-mail: ray.schrock@weil.com
                  david.lender@weil.com
                  salvatore.romanello@weil.com
                  garrett.fail@weil.com
                  lawrence.baer@weil.com

                About The Great 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 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.  Ninety percent of the
employees 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.



ATLANTIC & PACIFIC: Selling Rest of Its NY, NJ Stores to Save Jobs
------------------------------------------------------------------
Gregory Bresiger at the New York Post reports that the Great
Atlantic & Pacific Tea Co. is trying to save tens of thousands of
jobs by selling the rest of its stores in New York and New Jersey.

Citing people familiar with the matter, the report says that some
153 stores have not found buyers, but 118 have been sold in the two
states, with workers in the former A&P stores offered new jobs.

"This is about jobs, and we're still working on getting bids for
all of these stores and job offers to everyone, including the
stores now scheduled to close," the report quoted said union leader
John T. Niccollai as saying.

NY Post relates that the Company is slated to shut down 25 of its
301 stores and affiliates in the New York and New Jersey region
around Thanksgiving.  Some 150 stores in regions Hudson Valley,
Long Island and New York City with 13,097 workers are affected by
potential closings, the report states, citing the New York State
Labor Department.  

                  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.


ATLANTIC & PACIFIC: Sells Pharmaceutical Assets for $8.1-Mil.
-------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., sought and
obtained authority from the United States Bankruptcy Court for
Southern District of New York to sell their pharmaceutical assets
to Rite Aid Corp. for $8.1 million.

The Debtors explained that the sale of the pharmacy assets pursuant
to the purchase agreement with Rite Aid is an appropriate exercise
of sound business judgment.  The sale of the pharmaceutical assets
free and clear of all liens, claims or encumbrances is warranted,
the Debtors said.  The Debtors told the  Court that Rite Aid's
acquisition of the Pharmacy Assets pursuant to the Purchase
Agreements is in good faith and is entitled to the protections
afforded to good faith purchasers under Section 363(m) of the
Bankruptcy Code.

The Debtors are represented by:

          Ray C. Schrock, P.C., Esq.
          Garrett A. Fail, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, New York 10153
          Tel: (212) 310-8000
          Fax: (212) 310-8007
          Email: ray.schrock@weil.com
                 Garrett.fail@weil.com

                        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: Judge Presents Alternatives to Case Dismissal
-------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that the bankruptcy judge for Baha Mar Ltd. on Aug. 28 outlined two
possible middle-ground rulings on whether to dismiss the resort
developer's bankruptcy case and said he would present his decision
as soon as possible, likely in September.

According to the report, Judge Kevin Carey of the U.S. Bankruptcy
Court in Wilmington, Del., heard arguments Friday on motions from
two Chinese national companies -- its lender, the Export-Import
Bank of China, and its contractor, a China State Engineering Corp.
subsidiary called China Construction America -- that want the case
decided in Bahamian court.  Judge Carey presented two possible
alternatives to a simple confirmation or denial during the hearing:
allowing the case to continue but requiring the Bahamian court to
approve the bankruptcy plan as a stipulation for its confirmation,
and suspending the proceeding rather than dismissing it outright,
the report related.

                           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.  The Committee tapped Cooley LLP as its lead counsel,
and Whiteford, Taylor & Preston LLC as its Delaware counsel.


BR ENTERPRISES: Hearing on Plan Outline Continued Until Sept. 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
continued until Sept. 8, 2015, at 10:00 a.m., to consider adequacy
of information in the Disclosure Statement explaining BR
Enterprises' Plan of Reorganization.

According to the Disclosure Statement, the Debtor projects that all
creditors, but not necessarily equity security holders, would be
paid in full over time if the case were to be converted to Chapter
7 case, and the assets liquidated other than in the ordinary course
of business, unless unexpected costs of administration exceed the
net proceeds of liquidation of unencumbered property.

A copy of the Disclosure Statement is available for free at:

   http://bankrupt.com/misc/BREnterprises_docket_Aug25.doc

The Debtor, in response to the objections of Redding Bank of
Commerce and Curto Family Trust to the Disclosure Statement dated
June 26, 2015, stated that the Court must overrule all objections,
approve the Disclosure Statement as adequate because, among other
things:

   -- there no actual or theoretical violation of the absolute
priority rule;

   -- cramdown violations are overstated and premature;

   -- pre-confirmation evidentiary objections and discovery demands
are premature.

                       About BR Enterprises

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

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

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

The case is assigned to Judge Michael S. McManus.

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

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

The Debtor, in its amended schedules, disclosed total assets of
$14,422,042 and total liabilities of $4,361,491.  The Debtor
disclosed total assets of $14,422,236 and total liabilities of
$6,961,492 in a prior iteration of the schedules.

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



BSA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: BSA International Aerospace Co.
        6945 Arlington Ave.
        Riverside, CA 92503

Case No.: 15-18644

Chapter 11 Petition Date: August 29, 2015

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Wayne E. Johnson

Debtor's Counsel: Todd L Turoci, Esq.
                  THE TUROCI FIRM
                  4296 Orange Street
                  Riverside, CA 92501
                  Tel: 888-332-8362
                  Fax: 866-762-0618
                  Email: mail@theturocifirm.com

Total Assets: $352,066

Total Liabilities: $1.52 million

The petition was signed by Larry Dang, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-18644.pdf


CAPSTONE MINING: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said revised its outlook on
Vancouver-based copper producer Capstone Mining Corp. to negative
from stable.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on the company.

"The outlook revision primarily reflects our expectation that
Capstone will generate weaker-than-expected core credit ratios in
2015, and the potential that improvement will be delayed beyond
this year," said Standard & Poor's credit analyst Jarrett Bilous.

"We revised downward our copper price assumption for 2015 to 2017,
which primarily accounts for our updated earnings and cash
estimates.  Based on our revised assumptions, we expect Capstone
will generate adjusted funds from operations (FFO)-to-debt of below
20% in 2015 and above this level in 2016.  However, much of the
estimated improvement beyond this year is heavily dependent on a
reduction in Capstone's estimated cash costs, with no further
downward revision in our copper price assumption and output in line
with our expectations," S&P said.

"We view Capstone's business risk profile as "weak," due to the
company's limited diversity and higher-than-average cash cost
position relative to our rated industry peers.  Our assessment of
Capstone's financial risk profile as "aggressive" primarily
reflects our view of the company's high sensitivity to copper price
volatility on cash flow and leverage metrics," S&P noted.

S&P assumes the company has the flexibility to reduce capital
expenditures next year from elevated levels in 2015, mainly from
reduced growth expenditures.  S&P considers Capstone's liquidity to
be "adequate."

The negative outlook reflects the potential for a downgrade if the
company does not demonstrate sustained improvement in its cash
costs beyond 2015, if copper prices weaken further, or if output is
below our expectations, resulting in FFO-to-debt sustained below
20%.

S&P could lower the rating if Capstone generates earnings and cash
flow below S&P's expectations, resulting in reduced prospects for
FFO-to-debt to increase sustainably beyond 20%.  In this scenario,
S&P would expect lower-than-expected improvement in the company's
cash cost position or output, or further weakness in copper
prices.

S&P could revise the outlook to stable in the event that Capstone
generates sufficient improvement in its earnings and cash flow,
such that FFO-to-debt increases and is expected to remain
sustainably above 20%.



CHINOOK USA: Fights Duck Dynasty Star "Appearance Fee" Bill
-----------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Kentucky-based beverage maker Chinook USA LLC is protesting a
$250,000 bill that "Duck Dynasty" stars charged for appearance
fees, arguing that Si Robertson (aka "Uncle Si") was a no-show when
it came to promoting an ice tea drink named after him.

According to the report, in recently filed court papers, lawyers
for the bankrupt maker of Uncle Si's Iced Tea asked a federal judge
to cancel the bill from Duck Commander Inc., the Robertson clan's
duck-call business in Louisiana that's profiled in the hit A&E
reality TV show.  Chinook has argued in an lawsuit that the
Robertson family broke a contract that called for them to promote
Chinook's ice tea drink inspired by Uncle Si, who drinks from a
bottomless cup of ice tea on the show, the report related.  As a
result, sales haven't been great for the beverage, which was
unveiled last year at a Nascar race near Dallas, the report further
related.

Prospect, Kentucky-based Chinook USA, LLC, sought protection under
Chapter 11 of the Bankruptcy Code on Jan. 9, 2015 (Bankr. W.D. Ky.,
Case No. 15-30057).  The case is assigned to Judge Alan C. Stout.
The Debtor's counsel is David M. Cantor, Esq., at Seiller Waterman
LLC, in Louisville, Kentucky.


CORINTHIAN COLLEGES: Court Signs Plan Confirmation Order
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware, on Aug. 28, issued an order confirming Corinthian
Colleges, Inc., et al.'s Third Amended and Modified Combined
Disclosure Statement and Chapter 11 Plan of Liquidation.

According to Mark D. Collins, Esq., Richards, Layton & Finger,
P.A., in Wilmington, Delaware, following the filing of the Plan,
the Debtors made a further revision thereto at the request of the
Attorney General's Office for the State of California.  The changes
incorporated into the Revised Plan do not require changes proposed
confirmation order, which has been circulated to and accepted by
counsel to the Administrative Agent, counsel to the Official
Committee of Unsecured Creditors, counsel to the Official Committee
of Student Creditors, and counsel to the WARN Claimants.

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 Combined Plan provides for the Prepetition Secured Parties to
release any liens they may otherwise have upon, and forgo any
recoveries from, the Student Refund Reserve, thereby enabling the
Debtors to transfer their rights and interest in those funds (in
the approximate amount of $4.3 million) to the Student Trust.

A full-text copy of the Plan Confirmation Order is available
at http://bankrupt.com/misc/CCIplanord0828.pdf

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


CRP-2 HOLDINGS: U.S. Bank Objects to Cash Collateral Use
--------------------------------------------------------
CRP-2 Holdings AA, L.P., filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a motion to use cash collateral.

The Debtor also sought approval to grant adequate protection and
the provision of security and other relief to lender U.S. Bank,
National Association, in its capacity as trustee for the registered
holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-LDP9, Commercial Mortgage Pass-Through Certificates, Series
2006-LDP9, by and through CW Capital Asset Management LLC, solely
in its capacity as Special Servicer.

U.S. Bank objected to the Debtor's Motion.  On behalf of U.S. Bank,
Faye B. Feinstein, Esq., at Quarles & Brady, in Chicago, Illinois,
contends that the Debtor is requesting authority to use an
unlimited amount of the Trust's Cash Collateral to pay all of the
administrative expenses of the Bankruptcy Case, but has not
proposed any legitimate adequate protection to allow for such use.
She further contends that the Debtor's offer of replacement liens
in non-existent unencumbered collateral, junior liens in collateral
that is already fully encumbered by the Trust's senior liens, and
an unsecured Section 507 priority claim that is subordinate to an
unlimited carve-out, does not provide any adequate protection to
the Trust and does not provide the Trust with any new or additional
collateral.

Ms. Feinstein tells the Court that the continued operations of the
Properties do not provide adequate protection for the use of Rents
to pay administrative expenses.  She relates that the Trust is
willing to consent to the limited use of Cash Collateral to pay the
reasonable and necessary operating expenses of the Property subject
to the Trust's agreement to the terms for such use, an agreed-upon
budget and adequate protection payments.  She further relates that
the Trust does not consent to the use of its Cash Collateral to pay
any of the administrative expenses of this Bankruptcy Case. Ms.
Feinstein adds that the Debtor may have already misused Rents to
provide a retainer of $316,277.50 to its counsel. She says that to
the extent that the Retainer was funded by Rents, the Debtor's
counsel should be required to disgorge the Retainer.

                           *     *     *

Judge Donald R. Cassling has entered an interim order authorizing
CRP-2 Holdings to use cash collateral up to Aug. 25, 2015.  A
hearing was scheduled for Aug. 25 to consider approval of the
Debtor's further use of cash collateral.

On Aug. 24, 2015, the Debtor gave notice that it had filed its
Proposed Budget for Use of Cash Collateral for Sept. 1, 2015
through Dec. 31, 2015.

CRP-2 Holdings' attorneys can be reached at:

          Joseph D. Frank, Esq.
          Frances Gecker, Esq.
          Reed Heiligman, Esq.
          FRANK GECKER LLP
          325 North LaSalle Street, Suite 625
          Chicago, IL 60654
          Telephone: (312)276-1400
          Facsimile: (312)276-0035
          E-mail: jfrank@fgllp.com
                  fgecker@fgllp.com
                  rheiligman@fgllp.com

U.S. Bank is represented by:

          Gregory A. Cross, Esq.
          Frederick W. H. Carter, Esq.
          Catherine Guastello Allen, Esq.
          VENABLE LLP
          750 East Pratt Street, Ste. 900
          Baltimore, MD 21202
          Telephone: (410)244-7446
          Facsimile: (410)2440-7742
          E-mail: gacross@venable.com
                  fwhcarter@venable.com
                  cgallen@venable.com

                  - and -

          Faye B. Feinstein, Esq.
          QUARLES & BRADY
          300 N. LaSalle Street, Ste. 4000
          Chicago, IL 60654
          Telephone: (312)715-5000
          Facsimile: (312)715-5155
          E-mail: faye.feinstein@quarles.com

                       About CRP-2 Holdings

CRP-2 Holdings AA, L.P., a Delaware limited partnership that was
formed in May of 2006 for the primary purpose of acquiring and
managing real property, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 15-24683) on July 21, 2015.  Neil
Waisnor signed the petition as vice president.   FrankGecker LLP
serves as the Debtor's counsel.  Judge Donald R Cassling is
assigned to the case.  The Debtor estimated assets and
liabilities of at least $100 million.



EDISON MISSION: Trust Board of Trustees Approves Cash Distribution
------------------------------------------------------------------
EME Reorganization Trust on Aug. 31 disclosed that its board of
managing trustees has approved a net cash distribution of $0.00515
per beneficial interest.  The distribution will be paid on
September 24, 2015 to all record holders of beneficial interests as
of the close of business on September 14, 2015.  Immediately prior
to the distribution, there will be 3,853,697,304 issued and
outstanding beneficial interests of the Trust.   

Record Date: September 14, 2015
Payment Date: September 24, 2015
Net Distribution Amount: $0.00515 per beneficial interest

The distribution is being made out of (a) funds released from the
disputed claims reserve as a result of (i) the resolution of claims
asserted by General Electric Railcar Services Corporation, the
Illinois Department of Revenue, Cargo Carriers and the Chicago
Bears Football Club and (ii) a reduction in the amount of the claim
asserted by Liberty Mutual Insurance Company and (b) cash receipts
related to Edison Mission Finance Company's intercompany claim
against EME Homer City Generation LP.            

The gross amount of the distribution will be approximately $23.3
million.  After taking into account certain fees payable to
Bluescape Advisors LLC, which were previously approved by the
Bankruptcy Court, the net distribution to holders of beneficial
interests will be approximately $19.8 million.  

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

                    About Edison Mission

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

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

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

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

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

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

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

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

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

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


EDUCATION STATION: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Education Station, LLC
        712 Main Street
        Lavon, TX 75166

Case No.: 15-41551

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary Ritchie, general manager and
director.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb15-41551.pdf


EXCEL TRUST: Fitch Withdraws 'BB' Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings has withdrawn the existing ratings for Excel Trust,
Inc. and its operating partnership Excel Trust, L.P. (collectively,
Excel) following its completed acquisition by an affiliate of
Blackstone Property Partners, L.P.

KEY RATING DRIVERS

The ratings withdrawal reflects that Excel's rated obligations were
pre-funded, repaid early or cancelled.

KEY ASSUMPTIONS

-- Fitch will not have access to sufficient information to rate
    the issuer going forward.

RATING SENSITIVITIES

Not applicable.

LIQUIDITY

Not applicable.

FULL LIST OF RATING ACTIONS

The following ratings have been withdrawn:

Excel Trust, Inc.

-- Issuer Default Rating (IDR) 'BBB-'; Rating Watch Negative;
-- Preferred stock 'BB'.

Excel Trust, L.P.

-- IDR 'BBB-'; Rating Watch Negative;
-- Senior unsecured notes 'BBB-';
-- Unsecured revolving credit facility 'BBB-'.



FOCUS LEARNING: Fitch Cuts 2011A&B Rev. Bonds Rating to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded to 'BB-' from 'BB+' approximately
$9.19 million of education revenue bonds, series 2011A&B issued by
the Beasley Higher Education Finance Corporation on behalf of FOCUS
Learning Academy, TX (Focus).

Fitch has also placed the bonds on Rating Watch Negative.

SECURITY

The revenue bonds are secured by a pledge of Focus' gross revenues,
a cash-funded debt service reserve and a mortgage on property and
facilities.

KEY RATING DRIVERS

PRESSURED ACADEMIC PERFORMANCE: The Rating Watch Negative is driven
by Focus' two consecutive years of academic designations from the
state of 'Improvement Required (IR)'. Under state law, the state
has no option but to revoke a charter if the IR designation is made
for three consecutive years. The academy is appealing the 2014/2015
academic year designation.

GROWING BUT CHALLENGED ENROLLMENT: The rating downgrade to 'BB-' is
driven by the challenges of maintaining the increased fall 2015
enrollment and academic performance risk. While Focus' enrollment
grew in fiscal 2015, and to date in fiscal 2016, that growth
challenged facility capacity. Importantly, new charter students
that were not included in the 2014-2015 state accountability rating
will be included in the 2015/2016 state rating, increasing the
challenge to improve Focus' academic performance.

FINANCIAL METRICS IMPROVE: Fiscal 2014 financial operations
generated a modest operating surplus, resulting in 1.8x vs. the
prior year's debt service coverage violation. Based on nine-month
interims and management estimates, operations for the fiscal year
ending Aug. 31, 2015 are expected to be slimmer but again meet bond
covenants. Balance sheet metrics remain slim, which is typical of
Fitch's charter school rating portfolio.

GOVERNANCE LACKS INDEPENDENCE: There is overlap between Focus'
board of directors and day to day administration, thereby weakening
the independent oversight mechanism.

RATING SENSITIVITIES

STRESSED ACADEMIC PERFORMANCE: Should Focus Learning Academy not
improve academic performance, thereby triggering charter revocation
by the state, the rating will be downgraded to reflect the
increased risk of default.

STANDARD SECTOR CONCERNS: A modest financial cushion, substantial
reliance on state per pupil funding, and charter renewal risk are
credit concerns common in all charter school transactions that, if
pressured, could impact the rating over time.

STABILIZED ENROLLMENT: Stabilized enrollment, strong expense
management focused on academic achievement, conservative operating
budgets, and consistently balanced operating results are needed to
maintain the 'BB-' rating long-term.

DEBT CAPACITY: Fitch views Focus as having no additional debt
capacity at this time.

CREDIT PROFILE

Located in Dallas, TX, Focus is a K-12 charter school that received
its first charter in 1998 and started with an initial enrollment of
177 students in grades K-6. The academy's instructional program
includes a multi-sensory approach to education, which results in
specialized curricula for 'learning different' students. This
cohort currently makes up approximately 20% of the student body.

Focus ended fiscal 2015 with 941 students, up from 844 at the end
of fiscal 2014. Much of this increase came from mid-year transfers
(about 57 high school students) from an area charter school that
closed. However, management reports that these transfers resulted
in significant administrative and academic stress during the
2014-2015 academic year. Preliminary enrollment for fall 2015 is
about 1,150 students, another increase, which brings Focus closer
to its reported facility capacity of 1,175 students. Enrollment
stabilization at the fall 2015 enrollment level will be required to
support debt and lease obligations

Due to fall 2015 enrollment increases, Focus entered into an
$830,000 capital lease in June 2015 to provide 12 classrooms with
three modular/temporary buildings. Those buildings are not expected
to be completed until early 2016, and Focus management has
temporarily converted its athletic center to an instructional
Center.
ACADEMIC PERFORMANCE

The Texas Education Agency assigned Focus an 'improvement required
(IR)' accountability rating for two consecutive years, academic
year 2013/2014, and 2014/2015. Under state law, the state must
revoke a charter if the IR designation is made for three
consecutive years.

The academy is appealing the 2014/2015 academic year designation,
which outcome is uncertain; results of the appeal should be known
in calendar 2015. Given state law regarding academic performance
and charter status, academic performance issues, unless rapidly
improved, will likely drive the rating.

Management reported that it had expected to meet state performance
targets in 2014-2015 but did not due to acceptance of mid-year
transfer students. New students were not included in the prior
accountability rating, but will for the 2015-2016 academic year.

BUDGETED ENROLLMENT TARGETS

Focus' fiscal 2015 budget reflects the initial enrollment of about
1,150 students (up from 871 students budgeted in fall 2014). At
this time, the fiscal 2016 budget assumptions appear to match
actual enrollment, and the preliminary budget is balanced;
enrollment assumptions also matched actuals in fiscal years 2015
and 2014. In previous years, Focus used less conservative budget
and enrollment assumptions, which resulted in failure to meet debt
service covenants in fiscal 2013. Fitch views the academy's ability
to monitor and manage operating expenses during the fiscal year as
critical to achieving operating balance.

OPERATIONS IMPROVED

Focus' operating revenues remain highly reliant on state per-pupil
funding, as is the case with most charter schools. State funding
was 82% of operating revenue in fiscal 2014. Positively, in recent
years there have been slight annual improvements in state per-pupil
funding.

Academy operations improved significantly for the fiscal year ended
Aug. 31, 2014, primarily due to expense controls. An operating
surplus of $366,000 (4% operating margin) resulted in 1.8x debt
service coverage, which met bond covenants (at least 1.1x is
required). For fiscal 2015, based on unaudited nine-month interim
statements and management estimates, the margin is expected to be
somewhat slimmer, but still meet bond covenants. Focus' operating
margins were a slim 0.4% in fiscal 2012 and negative 4.7% in fiscal
2013.

WEAK LIQUIDITY

Available funds improved slightly to $1.2 million at fiscal
year-end 2014, still a weak 13.7% of operating expenses ($8.7
million) and 12.4% of outstanding debt ($9.7 million at that time).
The pro forma debt ratio, including the recent $830,000 capital
lease, weakens slightly to about 11.7%. Fitch views these financial
cushion ratios as low.

Focus' ratio of long-term debt to net income available, which
measures years of debt-financed cash flow, improved slightly to
6.6x in FY14 from 14.7x in FY13, although still reflecting
operational weakness.

Focus' FY14 debt burden (MADS as a percent of operating revenue) of
8.9% is moderately high but more favorable than most Fitch rated
charter schools. On a pro forma basis, including capital lease debt
service, the debt burden increases only moderately to 10.4% based
on fiscal 2014 revenue. Annual bond debt service obligations are
approximately level through final maturity in 2041; the capital
lease structure is level with a 10-year term.

NO ADDITIONAL DEBT CAPACITY

Focus has long-term plans for facility expansion, assuming
enrollment growth. Fitch views the recent capital lease as
manageable, but has significant concerns regarding any additional
debt until academic rankings are stabilized, as well as enrollment.
At this time Fitch views Focus as having no new debt capacity.



GIBSON ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Gibson Energy ULC to stable from positive.  At the same time,
Standard & Poor's affirmed its ratings, including its 'BB'
long-term corporate credit rating, on Gibson.

"We base the outlook revision on weakened forecast financial
metrics, given current commodity prices that are affecting oil and
gas customers, combined with the company's heavy capital program
over the next couple of years," said Standard & Poor's credit
analyst Gerry Hannochko.

Gibson is experiencing lower-than-expected revenue growth in the
wake of the low oil prices.  S&P's forecast financial metrics are
now lower, with funds from operations (FFO)-to-debt to remain at
20%-25% over the next two years as the company expands its terminal
and pipeline segment.  S&P had based the positive outlook on the
assumption that Gibson would maintain FFO-to-debt at 28%-31% while
strengthening its business risk profile.  S&P continues to expect
improvement in the business risk profile, with the company's plans
to expand its Hardisty terminal with storage and rail facilities,
which would add contracted stable cash flows to its EBITDA mix.
S&P expects the EBITDA contribution from Gibson's terminals and
pipelines segment to make up approximately 35% of EBITDA from the
current 24% in the next two years.  While S&P continues to expect
the business risk profile to improve, the financial risk profile
has deteriorated, leading the outlook revision.

S&P assesses Gibson's business risk profile as "fair," based on the
company's mix of midstream businesses and the higher-risk oilfield
services businesses, and the contractual profiles of these
segments.  Competitive pressures and economic conditions can affect
the company's various segments, including its truck transportation,
natural gas liquids and propane marketing and distribution, and
environmental services segments.  The marketing segment's
profitability is not as stable because it largely depends on highly
volatile and unpredictable crude differentials. In S&P's view,
Gibson's integrated business model is a strength that allows
opportunities to cross-sell and improve margins across its
segments.  S&P expects contractedness within the terminals and
pipelines segment to improve as the new projects change the
segment's contractual profile with take-or-pay, medium-term
contracts making up 25%-30% of the revenue stream.  Increase in
fee-for-service arrangements reduces commodity exposures and the
improving contractual profiles with investment-grade counterparties
helps reduce counterparty risk.

S&P assesses Gibson's financial risk profile as significant, with
both debt to EBITDA and FFO to debt near the low to mid end of its
"significant" financial risk profile range.  S&P forecasts
financial metrics to remain in the "significant" category, with
FFO-to-debt at 20%-25% over the next two years, and for the
dividend policy as a proportion of discretionary cash flow to be
consistent.  S&P's earlier expectations included FFO-to-debt of
28%-31%, at the cusp of "intermediate" and "significant" financial
risk profiles.  While S&P expects capital expenditures to be higher
than historical levels, most projects have medium-term contracted
and fee-for-service revenue streams, moderating overall cash flow
volatility and supporting an improving business risk profile.

The stable outlook reflects Standard & Poor's view that Gibson will
continue to expand the more stable terminals and pipeline segment
such that the overall contribution will increase to more than 30%
of consolidated EBITDA in the next two years from the current 24%.
In addition, the outlook reflects S&P's assessment of the company's
commitment to stable financial metrics as it increases its growth
capital spending.

A downgrade could occur if debt-to-EBITDA deteriorates and stays
above 3.5x, or if the company embarks on more aggressive financing
of growth and acquisition initiatives.

S&P could upgrade Gibson if the financial risk profile improves to
"intermediate" from "significant," which could occur if forecast
debt-to-EBITDA stays at about 2.5x and FFO-to-debt above 30%.



GREIF INC: Moody's Lowers CFR to Ba2 & Revises Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
Greif, Inc. to Ba2 from Ba1.  Additional instrument ratings are
detailed.  Moody's also revised the ratings outlook to negative
from stable.

Moody's took these rating actions:

Greif, Inc.:

   -- Downgraded Corporate Family Rating to Ba2 from Ba1

   -- Downgraded Probability of Default Rating to Ba2-PD from
      Ba1-PD

   -- Downgraded $250 million 7.75% senior unsecured notes due
      August 2019 to Ba3, LGD5 from Ba2, LGD5

   -- Downgraded $300 million 6.75% senior unsecured notes due
      February 2017 to Ba3, LGD5 from Ba2, LGD5

   -- Affirmed Speculative Grade Liquidity Rating SGL-2

Greif Luxembourg Finance SCA:

   -- Downgraded EUR200 million 7.375% senior unsecured notes due
      July 2021 to Ba3, LGD5 from Ba2, LGD5

The ratings outlook is revised to negative from stable.

RATINGS RATIONALE

The downgrade primarily reflects the deterioration in free cash
flow to debt over the last 12 months, the continued weak EBIT
margin and the challenging operating and competitive environment.
Greif has not met projected expectations and is not expected to
improve metrics to a level commensurate with the Ba1 rating
category over the horizon.  While most of the company's credit
metrics deteriorated over the last 12 months, free cash flow to
debt and the EBIT margin are especially weak for the rating
category.  Leverage and interest coverage remain within the rating
category.  Free cash flow was largely depressed by Greif's failure
to cut the dividend payment as operating results deteriorated.  The
company has been negatively impacted by economic weakness,
operational inefficiencies and competition.  Operating results were
also negatively impacted by restructuring costs, divestitures and
currencies.  Greif was also negatively impacted by a reduction in
shipping related to the decline in oil prices and various onetime
items including the disruption of operations in the company's plant
in Turkey.  While some improvement in operating results is expected
over the next 12 to 18 months as the company benefits from various
completed and ongoing initiatives in its transformation plan, the
improvement is not expected to be sufficient to maintain the Ba1
corporate family rating.

The ratings outlook is revised to negative.  The negative rating
outlook reflects an expectation that Greif will be challenged to
improve its weak free cash flow to debt and EBIT margin to a level
commensurate with the Ba2 rating category over the next 12 to 18
months.  The company's ambitious transformation plan leaves little
room for negative variance and the operating and competitive
environment is expected to remain challenging over the horizon.

The rating could be downgraded if there is a deterioration in
credit metrics or the operating and competitive environment or a
large debt-financed acquisition.  Specifically, the rating could be
downgraded if free cash flow to debt fails to improve to over 7.5%,
the EBIT margin fails to improve to over 11%, debt to EBITDA
increases to over 4.25 times, and/or EBIT to interest remains below
3.5 times.

The rating could be upgraded if the company sustainably improves
credit metrics with the context of a stable operating and
competitive environment.  Specifically, the rating could be
upgraded if Greif improves free cash flow to debt to at least 9%,
the EBIT margin improves to at least 13%, debt to EBITDA remains
below 3.5 times, and/or EBIT to interest improves to at over 3.5
times.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009.

Greif, Inc., headquartered in Delaware, Ohio, is one of the leading
global industrial packaging products and services companies.  Greif
produces steel, plastic, fiber and corrugated and multi-wall
containers for a wide range of industries.  Greif also provides
services, such as container lifecycle management and blending,
produces containerboard and manages timber properties in North
America.  For the 12 months ended April 30, 2015, the company
generated almost $4.0 billion in revenue.



GROWER'S ORGANIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Grower's Organic, LLC
           dba GO Transportation
        6400 Broadway, Unit 11
        Denver, CO 80221

Case No.: 15-19683

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: lmk@kutnerlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian Freeman, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob15-19683.pdf


GT ADVANCED: Opposes 'Rehashed' Equity Committee Motion
-------------------------------------------------------
GT Advanced Technologies Inc. is opposing a motion filed in
bankruptcy court by an ad hoc group of shareholders for an order
directing the appointment of an official committee of equity
holders.

The Debtors, in a preliminary objection to the motion of the
0.1682% shareholders, stated that the motion must be denied because
the motion is a rehash of several earlier motions for the
appointment of an equity committee in the chapter 11 cases.  In the
alternative, the Debtors requested that the Court schedule a status
conference to establish an appropriate and limited discovery,
objection and hearing schedule.

The Debtors added that any consideration of the motion must be in
the context of the fact that the Court has previously denied
requests for the appointment of an equity committee in the cases
four times.

The Official Committee of Unsecured Credit and certain unaffiliated
holders of the 3% Convertible Senior Notes due 2017 and 3%
Convertible Senior Notes due 2020 issued by GT Advanced
Technologies Inc. joined in the Debtors' preliminary objection.

                            The Motion

As reported in the Troubled Company Reporter on Aug. 3, 2015,
according to the Ad Hoc Committee, the Debtors have enjoyed the
protection of the Bankruptcy Code for over nine months but have
failed to make any material progress toward a reorganization or
plan of liquidation.  Jason A. Manekas, Esq., at Bernkopf Goodman
LLP, in Boston, Massachusetts, asserted that there is significant
evidence that the Debtors have undervalued certain material assets
by a substantial amount.  Using the reasonable assumptions in the
Equity Valuation, the Ad Hoc Committee estimated that the midpoint
of the fair market value of the GTAT Group assets is $1.548 billion
with liabilities in the amount of $1.003 billion, with an
approximate equity valuation of $545 million.

Mr. Manekas explained that based on the absence of any progress in
these cases and the proposed DIP financing, there is clearly no
party protecting the interests of existing equity holders.  The
equity holders should be represented in these cases, which are
currently being run solely for the benefit of the professionals and
the existing Noteholders, added Mr. Menakas.

                     About GT Advanced

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

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

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

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

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

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

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

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

The bankruptcy case is assigned to Judge Henry J. Boroff.



GT ADVANCED: PCC Appeals DIP Financing Order
--------------------------------------------
PC Connection Sales Corp., an administrative and unsecured creditor
of debtors GT Advanced Technologies Inc., et al., took an appeal to
the U.S. District Court for the District of New Hampshire from the
order entered by the U.S. Bankruptcy Court on July 24, 2015, which
granted the Debtors' motion for entry of final order, authorizing
the Debtors to (i) obtain postpetition financing; (ii) granting
liens and superpriority claims; and (iii) authorizing the Debtors
to pay out option premium and expenses in connection with
postpetition financing commitment.

As reported in the Troubled Company Reporter on Aug. 19, 2015, the
Court authorized the Debtors to:

   a) obtain postpetition financing consisting of a senior secured
superpriority term loan facility in an aggregate principal amount
of up to $95,000,000;

   b) enter into a Senior Secured Superpriority Debtor In
Possession Credit Agreement with Cantor Fitzgerald Securities, as
administrative agent and collateral agent and the lenders party
thereto;

   c) grant valid, enforceable, non-avoidable and fully perfected
first priority priming liens on and senior security interests in
all of the property, assets and other interests in property and
assets of each of the Loan Parties and all other property of the
estate, subject to carve out on certain expenses; and

   d) grant superpriority administrative expense claims to the DIP
Lenders over any and all administrative expenses of an
authorization to pay the Put Option Premium, the Extension Put
Option Premium, and the Expenses in accordance with the terms of
the Second Amended and Restated Commitment Letter dated July 2,
2015.

The Court also approved the information sharing obligations and the
indemnity under the second amended and restated commitment letter.

The Debtors would use the financing to, among other things: (i)
permit the orderly continuation of their businesses; (ii) maintain
business relationships with vendors, suppliers, carriers, and
customers of the Debtors; and (iii) pay the costs of administration
of their estates and satisfy other working
capital and general corporate purposes of the Debtors.

Certain parties filed with the Bankruptcy Court objections to the
Motion.  In its objection, PC Connection Sales Corp., being the
holder of a 503(b)(9) claim and other claims against the Debtors
and a party-in-interest, objected to the entry of the order noting
that the Court expressed its unwillingness to grant the lenders a
lien on the Debtors' Chapter 5 actions, but the circulated order
grants the lenders a super-priority claim, which is the functional
equivalent of a lien in the context of the case since no other
lender will have an interest senior to that created by the
superpriority claim as the U.S. Trustee correctly pointed out in
its statement.

PCC has objected to the Debtors' motion stating that the Debtors
have no discernible plan of reorganization.  The Debtors justified
the settlement of the Apple litigation despite all of their
rhetoric because they received the right to sell the Apple furnaces
and keep part of the proceeds.  Notably, the Debtors admit that
they have not sold a single furnace.

PC Connection Sales is represented by:

         William S. Gannon, Esq.
         WILLIAM S. GANNON PLLC
         889 Elm Street, 4th Floor
         Manchester, NH 03101
         Tel: (603) 621-0833
         Fax: (603) 621-0830

                Principal Terms of the DIP Facility

Agent:                     Cantor Fitzgerald Securities

Lenders:                   Each entity is a holder of GT's 3.00%
                           Senior Convertible Notes due 2017
                           and 3.00% Senior Convertible Notes due
                           2020

Type, Amount and Maturity  A term loan facility in the aggregate
                           principal amount of $95 million withan
                           original issue discount of 97%

                           The DIP Facility will mature and will
                           be paid in full in cash on the maturity
                           date, which is the earliest to occur of
                           (i) the 12 month anniversary of the
                           closing date, (ii) the Effective Date
                           of a chapter 11 plan for the
                           reorganization of any Debtor, and (iii)
                           the acceleration of the DIP Loans.

Interest Rate:             9.5% per annum payable monthly in cash;
                           1.625% per annum payable in kind.

                        About GT Advanced

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

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

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

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

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

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

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

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

The bankruptcy case is assigned to Judge Henry J. Boroff.



GT ADVANCED: To Reduce Global Headcount as Part of Restructuring
----------------------------------------------------------------
GT Advanced Technologies Inc. on Aug. 31 disclosed that it is
reducing global headcount and lowering its operating expenses as
part of its ongoing restructuring.  In July, the company announced
it had secured a $95 million debtor-in-possession term loan
facility, and is now taking steps it believes are necessary to
align its cost structure with its revised business plan being
developed to allow the company to successfully emerge from Chapter
11 in the first quarter of 2016.

The revised business plan's foundation will be centered on the
breadth of the company's core technologies and product offerings,
including its ASF(R) sapphire equipment business, its traditional
polysilicon and DSS solar PV business, the commercialization of the
Merlin(TM) cell interconnect technology and its specialty sapphire
materials business.  In addition to its ASF equipment sales
efforts, the company is taking steps to ensure that its solar PV
product offerings are ready to capitalize on new demand from
customers as the solar capital equipment business returns to growth
over the next two years.  Additionally, the company is looking at
its other businesses to assess their strategic importance to the
company's operations once it emerges from Chapter 11.

The action impacts all locations and functions of the company's
global business operations and is expected to reduce headcount and
related operating expenses by approximately 40 percent.

                        About GT Advanced

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

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

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

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

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

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

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

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

The bankruptcy case is assigned to Judge Henry J. Boroff.

An ad hoc group of equity holders has sought appointment of an
official equity holders committee.  The group is represented by
Jason A. Manekas, Esq., at BERNKOPF GOODMAN LLP; and David Barrack,
Esq., and Christopher A. Ward, Esq., at POLSINELLI PC.



GT ADVANCED: Winning Bidders in Online Auction Named
----------------------------------------------------
GT Advanced Technologies Inc., et al., filed with the U.S.
Bankruptcy Court for the District of New Hampshire a first notice
by auctioneer listing winning bidders and winning bids from an
online auction conducted by Cunningham & Associates, Inc.  A total
of 1,321 items were sold at the auction, with a total invoice sale
price of $2,395,408.  The list is available for free at:

    http://bankrupt.com/misc/GTAdvanced_2172_1671_winningbids.pdf

                        About GT Advanced

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

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

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

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

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

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

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

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

The bankruptcy case is assigned to Judge Henry J. Boroff.



HALCON RESOURCES: S&P Lowers Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based Halcon Resource Corp. to 'SD'
(selective default) from 'B-'.

S&P also lowered the issue-level rating on the company's senior
unsecured notes due 2020, 2021, and 2022 to 'D' from 'CCC'.  The
recovery rating on the senior unsecured notes remains '6',
reflecting S&P's expectation of negligible (0% to 10%) recovery in
the event of a conventional default.  S&P affirmed the 'CCC+'
issue-level rating on the company's senior secured second-lien
notes due 2020.  The recovery rating on the senior secured
second-lien notes remains '5', reflecting S&P's expectation of
modest (lower half of the 10% to 30% range) recovery in the event
of a conventional default.

In addition, S&P is assigning a 'CCC' issue-level rating to
Halcon's proposed $1 billion senior secured third-lien note
offering.  The recovery rating on these notes is '6', reflecting
S&P's expectation of negligible (0% to 10%) recovery in the event
of default.

"The downgrade follows Halcon's announcement that it reached an
agreement with holders of portions of its senior unsecured notes to
exchange the notes for new senior secured third-lien notes," said
Standard & Poor's credit analyst Ben Tsocanos.  "Noteholders agree
to receive approximately $1 billion new secured notes for
approximately $1.5 billion of existing unsecured notes," he added.


S&P views the transaction as a distressed exchange because
investors receive less than what was promised on the original
securities.  S&P also notes that the exchange reduces its
approximately $3.65 billion of debt by about $500 million,
improving financial leverage.  S&P projects debt to EBITDA to be
about 4.1x at the end of 2015 and reach 5.6x in 2016.

S&P expects to review the corporate credit rating incorporating its
assessment of the new capital structure and credit protection
measures and review the issue-level ratings when S&P assess the
likelihood of further debt exchanges as low.  S&P's analysis will
incorporate the company's improved liquidity position, while still
taking into account the challenging operating environment and high,
though improved, leverage.



HOLY HILL: Court Okays Settlement Agreement With Carl J. Sohn
-------------------------------------------------------------
The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the
Central District of California has approved Holy Hill Community
Church's settlement agreement with the Law Offices of Carl J. Sohn.


Under the settlement, Sohn is not entitled to any attorneys' fees
or costs incurred defending the motion for court approval of the
settlement and the agreement.

Richard J. Laski, the Chapter 11 Trustee of the Debtor, will pay
the reduced claim amount of Sohn within 10 days of entry of the
Aug. 25, 2015 court order in full and satisfaction of Sohn's claims
against the estate.

As reported by the Troubled Company Reporter on May 28, 2015, the
Chapter 11 Trustee asked the Court to approve the settlement
agreement with Sohn.  The compromise, according to the Chapter 11
Trustee's counsel, Andy S. Kong, Esq., at Arent Fox LLP, will
resolve Sohn's secured claim, claim no. 10-1, in the amount of
$1,303,804.  The Compromise will also resolve any outstanding
controversies relevant to the proof of claim and any and all claims
and controversies between the parties.

On June 1, 2015, Richard T. Baum, Esq., at the Law Offices of
Richard T. Baum said on behalf of the Debtor that, among other
things, the secured claim of Sohn was based upon a deed of trust
executed by persons purportedly on behalf of the Debtor after they
had been removed from control of the affairs of the Debtor by the
Western California Presbytery, the religious body having
jurisdiction over parish-members whose affairs were in conflict.
"As such, there is no basis for concluding that Sohn has a claim
secured by the Debtor's real property," Mr. Baum stated.  He also
denied that Sohn represented the Debtor, and insisted that the law
firm rather represented parties who were ousted from control of the
Debtor by the Western California Presbytery.  

On July 22, 2015, the Debtor said that evidence shows that the
Chapter 11 Trustee wasn't fully informed about the facts and the
defenses of the Debtor.  "Being unaware of large billing amounts
(249.9 hours in a month; 32 hours in a day) shows that the Trustee
did not bring scrutiny to the pre-Feb. 21, 2014 billings," the
Debtor stated.  The Debtor asked the Court to deny the Chapter 11
Trustee's motions to approve the compromises with Parker Mills and
Sohn.  The Chapter 11 Trustee, according to the Debtor, failed to
satisfy his burdens of showing that he was well apprised of the
facts and contentions of the parties to the compromise, and that
the compromise is within the range of reasonable when those facts
and contentions are presented and the motions.

On July 23, 2015, the Chapter 11 Trustee said in an omnibus reply
to the Debtor's objections to the motion for approval of
compromises with Park Mills and Sohn, saying that it is unclear if
the Lee Law Offices and Mr. Baum had and has authority to file
objections on behalf of the Debtor and that the objections should
be overruled for lack of clear standing.

                          About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35.4 million in total
assets and $16.7 million in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HOLY HILL: Court Okays Stipulation in Parker Mills Settlement
-------------------------------------------------------------
The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the
Central District of California has approved the stipulation in
settlement of objections of Holy Hill Community Church to the
motion for approval of compromise between Richard Laski, as Chapter
11 Trustee, and secured creditor Parker Mills, LLP.

Mr. Laski and the Debtor entered into a stipulation with Parker
Mills, LLP, who, prior to the bankruptcy filing, acted as counsel
to the Debtor in connection with certain prepetition litigation
actions.

In connection with the legal services, Parker Mills claimed to be a
secured creditor both by virtue of the attorneys' lien granted to
them under their retainer agreement with the Debtor and by virtue
of the recording of a deed of trust against the Debtor's property
-- a real property located at 1111 Sunset Boulevard, Los Angeles,
California -- under which both Parker Mills and the Law Offices of
Carl Sohn were the beneficiaries on account of their legal work
performed for the Debtor.  The Debtor disagrees with Parker Mills
and Sohn's secured status in this bankruptcy case.

As of the filing of the Debtor's bankruptcy case, Parker Mills
asserted a claim for attorneys' fees in the amount of $883,195.21,
and filed a proof of claim in this amount.  The Prepetition Claim
was disputed prior to the filing of the bankruptcy case and was
disputed by the Chapter 11 Trustee after the filing of the
bankruptcy case.

The Chapter 11 Trustee decided after the filing of the bankruptcy
case to sell the Property and toward that end employed a real
estate broker who commenced the marketing process.  Eventually, an
offer subject to overbid was obtained for the Property and the
Chapter 11 Trustee sought approval of sales procedures which would
govern overbids for the Property and then noticed the sale of the
Property before the Court.  At the sale of the Property which took
place before the Court, the eventual high and winning bid received
and approved by the Court in the amount of $29.75 million.
Following approval of the sale by the Court, the sale closed on
Aug. 4, 2015.

In connection with the sale, the Chapter 11 Trustee and Parker
Mills negotiated prior to the sale hearing with regard to the
attorneys' lien and the deed of trust held by them on the Property.
In consideration of the sale and the need to provide for the lien
and claim of Parker Mills on the Property, the Chapter 11 Trustee
and Parker Mills entered into a stipulation to:(i) withdraw
objections of Parker Mills and Sohn to the sale of the Property;
and (ii) permit the sale free and clear of liens and claims of
Parker Mills and Sohn with liens and claims to attach to sales
proceeds.  The sale of the Property closed and the disputed liens
of Parker Mills attached to the sales proceeds.  Those sales
proceeds following the close of the sale are now being held by the
Chapter 11 Trustee.  That stipulation was approved by the Court on
May 22, 2015.

Under the compromise motion filed by the Chapter 11 Trustee on May
14, 2015, the Prepetition Claim of Parker Mills would be reduced by
$77,899.46 to $805,295.75.  Added to the Parker Mills compromised
claim would be the sum of $82,565.54 on account of their attorneys'
fees incurred post-petition, for a total of $887,861.29.

The Debtor had objected to the compromise motion.  After a July
30, 2015 hearing, the Debtor and Parker Mills conducted good faith
negotiations aimed toward resolving the objection to the compromise
motion, which culminated in an agreement by which Parker Mills
would, in full satisfaction of its Prepetition Claim, accept that:
(i) its compromised claim will be reduced by an addition $75,000 to
$730,295.75; (ii) it will receive the sums of $82,565.54 on account
of attorneys' fees as provided in the Compromise Motion for a total
of $812,861.29; and (iii) it will receive an additional $9,765.00
related to its attorneys' fees incurred in responding to the
objections to the compromise filed by the Debtor, bringing the
total that will be paid to Parker Mills to $822,626.29; and (iv)
the objections of the Debtor to the Parker Mills Compromise Motion
will be withdrawn upon approval of the stipulation.

As reported by the Troubled Company Reporter on May 28, 2015, Mr.
Laski asked the Court to approve the Parker Mills settlement which
will resolve Parker Mill's secured claim, claim no. 11-1, in the
amount of $883,195.  The Compromise will also resolve any
outstanding controversies relevant to the Proof of Claim and any
and all claims and controversies between the Parties.

On June 1, 2015, the Debtor filed an objection to the compromise,
saying that there is no basis for concluding that Parker Mills has
a claim secured by the Debtor's real property, as the secured claim
of Parker Mills was based upon a deed of trust executed by persons
purportedly on behalf of the Debtor after they had been removed
from control of the affairs of the Debtor by the Western California
Presbytery, the religious body having jurisdiction over
parish-members whose affairs were in conflict.  The Debtor denied
that it was represented by Parker Mills, and insisted that the law
firm represented parties who were ousted from control of Holy Hill
by the Western California Presbytery.  According to the Debtor's
objection, a conflict of interest arose during the representation
of the Debtor as to disqualify Parker Mills from continued
representation of the Debtor.

On July 22, 2015, the Debtor said in a court filing that evidence
showed that the Chapter 11 Trustee wasn't fully informed about the
facts and the defenses of the Debtor.  "Being unaware of large
billing amounts (249.9 hours in a month; 32 hours in a day) shows
that the Trustee did not bring scrutiny to the pre-Feb. 21, 2014
billings.  Since neither he nor his counsel spoke with Dan Lee (Cho
faction trial counsel), they were unaware of Sohn's ban from
representing Holy Hill at trial.  This raises the question whether
Sohn's billings were properly tied to matter for which he was
retained," the Debtor stated.  The Debtor asked the Court to deny
the Chapter 11 Trustee's motions to approve the compromises with
Parker Mills and Sohn as the Chapter 11 Trustee failed to satisfy
his burdens of showing that he was well apprised of the facts and
contentions of the parties to the compromise, and that the
compromise is within the range of reasonable when those facts and
contentions are presented and the motions.

On July 23, 2015, the Chapter 11 Trustee responded, saying that it
is unclear if the Lee Law Offices and the Law Offices of Richard T.
Baum had and have authority to file objections on behalf of the
Debtor.  A complaint in an adversary proceeding express states that
the objections were not authorized by the Debtor and that Rev. Suh,
the alleged chief executive officer of the Debtor "no longer
authorizes W. Dan Lee to represent the Debtor."  The Law Offices of
Jaenam Coe PC, yet another purported attorney for a faction of the
Debtor, filed an objection to the Lee Law Office's proof of claim.
The Chapter 11 Trustee said that while Baum and Lee represent that
the other Debtor factions support the objections, none of the
factions have appeared in the proceeding on the motion or joined in
the objections or supplement.  The Chapter 11 Trustee asked that
the objections should be overruled for lack of clear standing.

                          About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35.4 million in total
assets and $16.7 million in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HOMCO REALTY: In Bankruptcy; Creditor's Meeting September 10
------------------------------------------------------------
The bankruptcy of Homco Realty Fund (68) Limited Partnership
occurred on Aug. 20, 2015, and the first meeting of creditors will
be held on Sept. 10, 2015, at 9:30 a.m., at the office of the
Superintendent of Bankruptcies located at Sun Like Building, 1155
Metcalfe Street, Suite 950 in Montreal, Quebec.

Deloitte Inc. is the trustee in bankruptcy of the Company, and may
be reached at:

Deloitte Tower
1190 Avenue des Canadiens-de-Montreal, Suite 500
Montreal, QC H3B 0M7
Tel: 514-393-6592
Fax: 514-390-4103


HUTCHESON MEDICAL: To Shut Down Labor & Delivery Center Today
-------------------------------------------------------------
Timesfreepress.com reports that Hutcheson Medical Center doctors
will stop delivering babies on Sept. 1, 2015, after the Hospital's
board of directors voted on Aug. 26, 2015, to shut down the Women's
Center and Labor and Delivery Services and end the service because
it cost too much money.

Timesfreepress.com recalls that the Hospital's leaders had
previously suspended services in 2013, and voted to reopen the
Center in December 2014 in hopes of bringing more patients to the
Hospital.  According to the report, not enough people came to the
Hospital to give birth this year.

The report states that the Hospital's board also voted last week to
"suspend" services at LaFayette Physicians Family Care on Sept. 1.
The Hospital said in a news release said that the move was part of
a new strategy to make more money.

According to Timesfreepress.com, a hearing will be held this week
to consider the U.S. Trustee's motion to dismiss the Hospital's
Chapter 11 bankruptcy case.  The U.S. Trustee claims in court
documents that the Hospital has only continued to lose money and
has failed to create a plan to reorganize.

                  About Hutcheson Medical Center

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

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

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

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

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

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

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


HYATT REALTY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hyatt Realty LLC
        18 Butler Street
        Brooklyn, NY 11231

Case No.: 15-43991

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Robert J. Musso, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  Email: rmwlaw@att.net

Total Assets: $2.9 million

Total Liabilities: $2.7 million

The petition was signed by Vernon Blake Hyatt, general manager.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb15-43991.pdf


IRISH BANK: District Court Affirms Ch. 15 Recognition Order
-----------------------------------------------------------
The U.S. District Court for the District of Delaware affirmed the
Bankruptcy Court's order dated Dec. 13, 2014, in the Chapter 15
case of Irish Bank Resolution Corporation Limited.  The Clerk of
Court is directed to close the case.

The District Court concluded that the Bankruptcy Court did not err
in granting recognition of the Irish Proceeding.

On Aug. 26, 2013, Kieran Wallace and Eamonn Richardson, the duly
appointed and authorized foreign representatives of Irish Bank
filed a verified petition under Chapter 15 seeking recognition of
an Irish liquidation proceeding relating to IBRC.  On Sept. 13,
2015, John Flynn SR., et al., creditors of the Debtor filed an
objection to the recognition.  On Dec. 18, 2013, the Bankruptcy
Court overruled the creditors objections and granted recognition of
the verified petition as foreign main proceeding.  On Jan. 29,
2014, the creditors filed a notice of appeal of the Court's Dec.
18, 2013 order.

According to the District Court, among other things John Flynn,
Sr., et al., pointed to no evidence to show that IBRC had a branch
or agency in the United States as of Sept. 30, 2012.  Appellants
argued that because IBRC had branches in the U.S. as late as 2012,
and telephone listings even later, IBRC comes within the statutory
exclusion and is ineligible for Chapter 15 protection.  The
District Court ruled that this argument lack merit because, as the
Bankruptcy Court held, the "plain language of the statue clearly
indicates that the relevant time period to consider is the date of
the filing of the Chapter 15 petition, not the debtor's 'entire
operational history.'" Bkrcy. Ct. Op., 2014 WL 9953792, at
*11(quoting Morning Mist Holdings Ltd. v. Krys (in re Fairfield
Sentry Ltd), 714 F.3d 127, 133(2d Cir. 2013)).

The District Court concludes that the Bankruptcy Court did not err
in granting recognition of the Irish Proceeding as foreign main
proceeding.

A copy of the August 4, 2015 memorandum from the District Court is
available for free at:

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

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.



KHATTRA HOSPITALITY: Case Summary & 11 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Khattra Hospitality, LLC
        5555 E. End Blvd. South
        Marshall, TX 75672

Case No.: 15-20137

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Eastern District of Texas (Marshall)

Judge: Hon. Bill Parker

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Charanjit Khattra, president.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb15-20137.pdf


LANCER FINANCE: Fitch Cuts Sr. Secured Notes Rating to 'D'
----------------------------------------------------------
Fitch Ratings downgrades the senior secured series 2010-1 notes
issued by Lancer Finance Company Ltd to 'D' from 'C' following the
recent missed payment of scheduled interest due in August 2015. The
Recovery Estimate (RE) is revised to 'RE20' from 'RE100'. The
outstanding balance of the notes is approximately $42 million.

The notes currently benefit from a naval mortgage on the vessel
S.C. Lancer, a dynamically positioned drilling unit that until
April 2015 was operating on the offshore waters of Brazil.
Initially, the notes were also backed by flows related to a
long-term charter and services agreement signed with Petroleo
Brasileiro S.A (Petrobras: 'BBB-'; Negative Outlook) for the use of
this drillship. Schahin Engenharia S.A. was the operator of the
drilling rig.

KEY RATING DRIVERS

Missed Scheduled Interest Payment: Lancer Finance Company failed to
make the scheduled monthly interest payment due in August 2015.
This follows the majority controlling party's opting to use the
bulk of available reserve funds to partially prepay principal and
interest.

Outstanding Reserves: Current reserves consist of $2 million for
any future legal expenses and fees and a $370,000 operations
reserve account in the form of a letter of credit. Approximately
$20 million of debt service reserves were used to reduce the
overall debt outstanding from $62 million to approximately $42
million on July 20, 2015.

RECOVERY ESTIMATES

Fitch revised the notes' RE to 'RE20' from 'RE100', reflecting the
reliance on the disposition of the asset as the majority of
reserves have been depleted. It is an estimate of the potential
cash flows generated by the liquidation of the assets under market
conditions.

Fitch assigns REs to all classes rated 'CCC' or below. REs are
forward-looking, taking into account Fitch's expectations for
principal repayments on a distressed structured finance security.
REs do not reflect the potential recovery noteholders may get upon
sale of the underlying vessels or potential restructuring of the
notes.

Offshore drillers have been facing softening market conditions due
to decreased demand and a significant backlog of newbuilds. The
more than 50% drop in oil prices has compounded the effects of the
oversupply cycle, resulting in a decline in market dayrates of
roughly 50% from pre-cycle levels and heightened pressure on
utilization rates. Fitch continues to believe that medium-term
demand will rebound and absorb newer high-quality assets that
operate more efficiently. However, Fitch has seen that older assets
of lesser capabilities are being scrapped, since stacking these
units may be expensive and unjustifiable in current market
conditions.

While the S.C. Lancer could potentially be used in alternative
markets meriting a higher value, Fitch is adjusting its RE to
reflect its view that scrapping is the most likely recovery method.
There have been several recent cases of rigs being scrapped
worldwide. According to Fitch's estimates and considering the steel
value of the rig at current prices plus the potential liquidation
of spare parts such as risers, cranes and blow-out preventer (BOP),
the agency has revised the notes' REs to 'RE20'.

While the liquidation of the reserve accounts increased overall
recovery proceeds and reduced the debt outstanding to $42 million,
the remaining recovery prospects now completely rely on liquidation
of the asset. Additionally, Fitch notes that the potential legal
fees and complexities related to repossession and sale of the S.C.
Lancer could discourage the noteholders from choosing to incur
additional expenses to repossess and attempt to sell the asset.

RATING SENSITIVITIES

The 'D' rating will be withdrawn within 11 months of today's date.

DUE DILIGENCE USAGE

No third-party due diligence was provided or reviewed in relation
to this rating action.



LEVEL 3 COMMUNICATIONS: Fitch Hikes Issuer Default Rating to 'BB-'
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) assigned
to Level 3 Communications, Inc. (LVLT) and its wholly owned
subsidiary level 3 Financing, Inc. (Level 3 Financing) to 'BB-'
from 'B+'. In addition, Fitch has upgraded specific issue ratings
assigned to LVLT and affirmed issue ratings assigned to Level 3
Financing as outlined at the end of this release. LVLT had
approximately $11 billion of consolidated debt outstanding on June
30, 2015.

The rating action recognizes LVLT's strengthening financial and
operating profile as the company completes the integration of tw
telecom, Inc. (TWTC). The capture of further operating synergies,
coupled with operating leverage inherent within its business model
and anticipated changes in the company's revenue mix (i.e. the
shift to higher-margin enterprise revenues) will fuel expected
gross margin and EBITDA margin expansion during the ratings
horizon.

LVLT's credit profile continues to improve in line with Fitch's
expectations as the company capitalizes on its on-going revenue mix
transformation, growing high-margin core network services revenues,
and the cost and revenue benefits associated with the TWTC
acquisition. Fitch anticipates LVLT's credit profile will continue
to strengthen over the ratings horizon as the company benefits from
anticipated EBITDA growth, strong free cash flow (FCF) generation
and modest debt reduction.

KEY RATING DRIVERS

Leverage on Target: LVLT remains committed to deleveraging to the
low end of its target of between 3x to 5x net leverage. The
enhanced scale and ability to generate meaningful FCF resulting
from TWTC reinforces Fitch's expectation for further strengthening
of LVLT's credit profile. Fitch foresees LVLT leverage will
approach 4.2x by the end of 2015 and under 4x by year-end 2016 as
the company clearly is operating within its 3x to 5x net leverage
target.

TWTC Acquisition Supports Strategy: The TWTC acquisition is in line
with LVLT's strategy to shift its revenue and customer focus to
become a predominately enterprise-focused entity. TWTC's strong
metropolitan network supports LVLT's overall strategy.

Synergies Fuel Margin Expansion: The integration of TWTC is LVLT's
highest priority as an organization and the key integration and
synergy assumptions the company disclosed when the transaction was
announced remain unchanged. Since the transaction closed, Level 3
has achieved approximately $115 million of annualized run rate
EBITDA synergies through the end of the second quarter 2015 (2Q15).
LVLT indicates it remains on track to achieve 70% or $140 million
of its annualized run-rate synergy target by the end of 1Q16.

FCF Enhances Credit Profile: LVLT is poised to generate sustainable
levels of FCF (defined as cash flow from operations less capital
expenditures and dividends). Fitch believes the company's ability
to grow high-margin core network services (CNS) revenues coupled
with the strong operating leverage inherent in its operating
profile position the company to generate consistent levels of FCF.
Fitch anticipates LVLT FCF generation will exceed 10% of
consolidated revenues by year-end 2016 on a pro forma basis.

Revenue Mix Transformation Proceeding: LVLT's operating strategies
are aimed at shifting its revenue and customer focus to become a
predominantly enterprise-focused entity. LVLT's network
capabilities, in particular its strong metropolitan network, along
with a broad product and service portfolio emphasizing IP-based
infrastructure and managed services provide the company with a
solid base to grow its enterprise segment revenues.

Strong Operating Leverage: The products and services LVLT sells
combined with its strategy to sell services 'on net' enable the
company to generate significant operating leverage. At scale, the
services sold within this business segment generate 60% incremental
EBITDA margins. From Fitch's perspective, the company must be
successful in growing the CNS revenue base to improve its credit
profile and generate FCF.

Overall, Fitch's ratings incorporate LVLT's improving competitive
position while acknowledging its smaller market share and lack of
scale relative to larger and better capitalized market
participants. The ratings for LVLT reflect the company's strong
metropolitan network facilities position relative to alternative
carriers, as well as the diversity of its customer base and service
offering, and a relatively stable pricing environment for a
significant portion of its service portfolio.

Outside of material change to its financial strategy, ratings
concerns center on event-driven merger and acquisition activity and
the resultant increase in integration risks, and the sensitivity of
the company's operating profile to the effects of a weaker economic
outlook or a more competitive operating and pricing environment.
Fitch expects that M&A activity will remain a key component of
LVLT's overall growth strategy. M&A is expected to focus on
building incremental network and product capabilities and building
scale in Europe and Latin America.

LVLT's enterprise segment continues to drive overall revenue growth
within CNS. Fitch believes that revenue growth prospects within CNS
stand to benefit from the transition among enterprise customers
from legacy time division multiplexing (TDM) communications
infrastructure to Ethernet or IP VPN infrastructure based in
Internet protocol. In addition LVLT is positioned to benefit from
favorable secular trends including explosive bandwidth demand
growth (video), the growth in number of devices connected to the
Internet, and the increasing globalization of enterprises. Revenues
generated from enterprise customers accounted for approximately 71%
of CNS revenues during the quarter ended June 30, 2015. From a
regional perspective, North America CNS revenue represented 80% of
total CNS revenue during 2Q15, up from approximately 77% during the
same period last year.

The key integration and synergy assumptions LVLT disclosed when the
TWTC transaction was announced remain unchanged. Through the 2Q the
company achieved $40 million of expected capital expenditure
synergies and realized $115 million of annualized run-rate
operating synergies. The operating cost synergies consist of $25
million on network access cost synergies and $90 million of
operating expense synergies. Going forward the focus will be on
achieving incremental network access cost synergies, as the company
has achieved its $90 million of annualized run-rate operating
expense synergies. From a timing perspective, LVLT expects to
capture 70% of the run-rate operating cost synergies, or $140
million of its total synergy target by the end of 2Q16.

Leverage and Financial Policy

The focus of LVLT's capital structure strategy is to strengthen the
company's overall credit profile and efficiently manage its
maturity profile. LVLT remains committed to deleveraging to the low
end of its target of between 3x and 5x on a net debt basis. The
pace of further deleveraging will largely depend on the company's
ability to capture anticipated cost synergies and capitalize on
incremental EBITDA growth stemming from the positive operating
momentum within LVLT's CNS segment.

Total debt outstanding as of June 30, 2015 was approximately $11
billion, reflecting a modest 2.9% decline relative to the $11.4
billion of debt outstanding as of Dec. 31, 2014. LVLT's outstanding
debt materially increased during 2014 to facilitate the tw telecom
acquisition. LVLT's leverage as of the LTM period ended June 30,
2015 was 4.84x, marking an improvement from 5.98x, 5.17x, and 5.85x
as of year-end 2014, 2013, 2012, respectively. Pro forma leverage,
considering the tw telecom acquisition as of the same LTM was 4.6x
(4.3x excluding transaction and integration costs) and is expected
to decrease to 4.2x by year-end 2015 and dip below 4x by year-end
2016.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case include:

-- LVLT continues to be successful in achieving anticipated cost
    synergies related to its acquisition of tw telecom.
    Specifically, to realize 70% of the $200 million run-rate
    annualized cost synergies within 18 months of the close of the

    TWTC acquisition.

-- CNS revenue growth ranging between 2% and 3% during 2015
    (relative to 2014 pro forma CNS revenues) driven by continued
    strong growth within the company's North American Enterprise
    segment.

-- LVLT's network access margin (gross margin) ranging between
    65% and 66% during 2015 and growing to over 67% by year-end
    017.

-- Capital expenditures will approximate 15% of consolidated
    revenues.

-- FCF generation ranging between $600 million and $650 million
    during 2015, exceeding 10% and 12% during years ended 2016 and

    2017, respectively.

-- Debt levels are expected to remain relatively consistent and
    Fitch anticipates that LVLT will repay the floating-rate notes

    due 2018 ($300 million outstanding June 30, 2015) with
    available cash on hand.

RATING SENSITIVITIES

What Could Lead to a Positive Rating Action:

Positive rating action would likely coincide with the expectation
that Level 3 will maintain leverage at 3.5x or lower while
consistently generating positive FCF with FCF/adjusted debt of 8%
or greater. Additionally the company will need to demonstrate
positive operating momentum characterized by consistent core
network services revenue growth, gross margin expansion, no
material delays in achieving anticipated cost synergies, and lack
of a material erosion of revenue churn.

What Could Lead to a Negative Rating Action:

Negative rating actions are more likely to coincide with a
perceived weakening of LVLT's operating profile, as signaled by
deteriorating margins and revenue erosion brought on by difficult
economic conditions or competitive pressure. Additionally, negative
rating actions could result from discretionary management decisions
including, but not limited to, execution of merger and acquisition
activity that increases leverage beyond 5x in the absence of a
credible deleveraging plan.

LIQUIDITY

LVLT reported $364 million of FCF generation during the LTM ended
June 30, 2015. Based on public guidance, the company expects to
generate FCF of $600 million to $650 million during 2015, which is
in line with Fitch's expectations. Looking forward, FCF generation
should accelerate as integration costs diminish and cost synergies
materialize. Fitch anticipates LVLT FCF generation will exceed 10%
of consolidated revenues by year-end 2016 on a pro forma basis. In
addition to LVLT's positive operating momentum driving EBITDA
growth, additional factors such as interest expense savings derived
from capital market activities completed during 2014 and 1H15 and
on-going operating cost optimization efforts position the company
to grow FCF during the ratings horizon.

Fitch believes that LVLT's liquidity position is adequate given the
rating and that overall financial flexibility is enhanced with
positive FCF generation. The company's liquidity position was
primarily supported by cash carried on its balance sheet, which as
of June 30, 2015 totaled approximately $469 million (net of the $80
million of cash held in Venezuelan bolivares by its Venezuelan
subsidiary which Fitch views as restricted) and expected FCF
generation. Importantly, there are no restrictions on the company's
ability to repatriate foreign cash (other than the conversion and
repatriation restrictions existing in Venezuela and Argentina) to
fund domestic operations including debt service. The company does
not maintain a revolver, which limits its financial flexibility in
Fitch's opinion.

LVLT's maturity profile is manageable within the context of FCF
generation expectations and access to capital markets. The company
does not have material scheduled maturities during the remainder of
2015, and the next scheduled maturity is not until 2018 when
approximately $300 million of debt is scheduled to mature.

FULL LIST OF RATING ACTIONS

Fitch upgrades the following with a Stable Outlook:

LVLT:

-- IDR to 'BB-' from 'B+';
-- Senior unsecured notes to 'B+/RR5' from 'B/RR5'.

Level 3 Financing, Inc.:

-- IDR to 'BB-' from 'B+';

Fitch affirms the following ratings with a Stable Outlook:

Level 3 Financing, Inc.:

-- Senior secured term loan at 'BB+/RR1';
-- Senior unsecured notes at 'BB/RR2'.

The Rating Outlook has been revised to Stable from Positive.



LIFE PARTNERS: Dodges Plans Trustee Says Endanger Reorganization
----------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Life
Partners Holdings Inc. won't have to entertain competing bids to
reorganize its assets, which include stakes in life insurance
policies with a face value of $2.4 billion, until September.

According to the report, the bankrupt dealer of so-called "life
settlements" can retain control of its Chapter 11 case for now,
U.S. Bankruptcy Judge Russell Nelms ruled in Ft. Worth, Texas.  The
decision blocks parties seeking control of its assets from filing
plans of their own, the report related.  The company's bankruptcy
trustee has warned that competing bids could derail any successful
reorganization.

                     About Life Partners

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the   
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies
totaling over $3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.

The case is assigned to Judge Russell F. Nelms.  J. Robert
Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP, was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On
March 13, 2015, H. Thomas Moran II was appointed as Chapter 11
trustee in LPHI's case.  The trustee is represented by Thompson &
Knight LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LIVINGSTON INT'L: Moody's Lowers Corp. Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded Livingston International Inc.
corporate family rating to B3 from B2, probability of default
rating to B3-PD from B2-PD, first lien credit facilities ratings to
B2 from B1, and second lien term loan rating to Caa2 from Caa1.
Moody's also assigned an SGL-3 speculative grade liquidity rating
to Livingston.  The ratings outlook remains stable.

"The downgrade is driven by Livingston's elevated leverage of 8x
currently, which is higher than we had expected, coupled with our
forward view that this will improve only slightly towards 7x
through the next 12 to 18 months" said Peter Adu, a Moody's
analyst.

Ratings Downgraded:

  Corporate Family Rating, to B3 from B2

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

  C$125 million revolving credit facility due April 2018, to B2
   (LGD3) from B1 (LGD3)

  US$250 million first lien term loan due April 2019, to B2 (LGD3)

   from B1 (LGD3)

  C$65 million first lien term loan due April 2019, to B2 (LGD3)
   from B1 (LGD3)

  US$115 million second lien term loan due April 2020, to Caa2
   (LGD5) from Caa1 (LGD5)

Rating Assigned:

  Speculative Grade Liquidity Rating, SGL-3

Outlook:

  Remains Stable

RATINGS RATIONALE

Livingston's B3 CFR primarily reflects its high leverage (adjusted
Debt/EBITDA of about 8x as of LTM Q2/2015), relatively small size,
and narrowly focused operation in a fragmented industry.  The
rating anticipates that modest EBITDA growth and debt repayment
from free cash flow will enable leverage to be sustained around 7x
through the next 12 to 18 months.  The rating considers
Livingston's strong market position in Canada, coupled with a good
position in the US.

Livingston has adequate liquidity (SGL-3), supported by cash of
C$22 million at Q2/2015, annual free cash flow around $10 million,
and about $25 million of availability under its C$125 million
revolver assuming average usage of C$100 million in order to pay
government remittances at the end of each month on behalf of
customers.  Revolver drawings are usually repaid by the middle of
the following month after customers pay Livingston back.  Mandatory
debt repayments for the company are limited to term loan
amortizations of $3 million annually until April 2018 when the
revolver matures.  Livingston has to comply with maximum leverage
covenants under its first and second lien facilities and Moody's
expects headroom (currently 12%) to tighten towards low single
digits in 2016 as step downs occur.  As Livingston relies
extensively on its revolver to manage its operations, Moody's
believes the company is likely to seek covenant relief from the
banks in 2016 if the Canadian dollar depreciates further.  Access
to alternative liquidity from asset sales is limited because
substantially all of the company's assets are pledged as collateral
for its credit facilities.

The stable outlook reflects Moody's expectation that despite
headwinds from the depreciating Canadian dollar, Livingston will
grow EBITDA modestly and direct some free cash flow towards debt
repayment in order to maintain leverage around 7x through the next
12 to 18 months.

Livingston's rating could be upgraded if it sustains adjusted
Debt/EBITDA around 6x and EBITA/Interest above 2x.  The rating
could be downgraded if Livingston's liquidity position worsens
likely due to negative free cash flow generation.  Also, the rating
could be downgraded if deterioration in revenue and earnings cause
adjusted Debt/EBITDA to be sustained towards 8x and EBITA/Interest
below 1x.

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

Livingston International Inc. is a pure-play customs broker in
North America, with services including customs brokerage, global
trade management, trade consulting, and international freight
forwarding.  Revenue for the twelve months ended June 30, 2015 was
$405 million.  Livingston is headquartered in Toronto, Ontario,
Canada.



LUCA INTERNATIONAL: Proposes SRR's Cross as CRO
-----------------------------------------------
Luca International Group LLC, et al., filed with the U.S.
Bankruptcy Court for the Southern District of Texas an application
to employ Loretta Cross of Stout Risius Ross, Inc., as chief
restructuring officer.

In order to restore credibility to the operation, the Debtors,
pursuant to various consents executed by manager Bingqing Yang,
retained Ms. Cross as CRO of the Debtors with full authority to
operate the Debtors.  Ms. Cross has served in that capacity since
July 16, 2015.

The Debtors' decision to appoint a CRO is primarily due to their
desire to have an independent professional engaged to manage
Debtors' affairs.  Ms. Cross' appointment as CRO is intended to
provide the Court and Debtors' creditors with an independent party
to manage and operate the affairs of Debtors under the auspices of
the Court where Ms. Cross' primary fiduciary duties will be to the
Court and Debtors' estate and its creditors.

Ms. Cross' duties and responsibilities will be as follows:

  a. To act as Debtors' CRO until further order of the Court;

  b. To act as Debtors' sole manager;

  c. To be the sole signatory on Debtors' DIP Payroll Account, and
the DIP Operating Accounts;

  d. To take control of all passwords for any electronic banking of
Debtors, and to immediately change such passwords so that the CRO
or persons designated by her are the only party who has access to
Debtors' electronic banking, such procedure to remain in effect
pending further order of the Court;

  e. To exercise sole authority to manage the business affairs of
Debtors to the exclusion of any control being exercised by its sole
member, manager, and President, Bingqing Yang including, without
limitation:

       i. To make all decisions regarding the hiring and firing of
personnel;

      ii. To make all decisions regarding the expenses incurred by
Debtors, and the terms of disbursements made by Debtors for same;

     iii. To issue joint interest billings to working interest
owners and to collect same;

      iv. To authorize the repairs and maintenance of estate
assets;

       v. To issue Authorization for Expenditures ("AFEs") for the
purpose of conducting workovers and/or drilling new wells.

  f. To make all reasonable efforts to consult with all secured
creditors, unsecured creditors, parties-in-interest, the US
Trustee, the Securities and Exchange Commission ("SEC") any
committee of creditors appointed by the Court;

  g. To make all reasonable efforts to present to the UST all
information required for the Initial Debtor's Conference;

  h. To make all reasonable efforts to assist bankruptcy counsel in
preparing and filing schedules, statements of financial affairs,
amendments thereto, and monthly operating reports on a timely
basis;

  i. To investigate and pursue all available chapter 5 causes of
action and non-chapter 5 causes of action against creditors,
whether they be insiders or non-insiders, members and other
potential defendants;

  j. To cause Debtors to pay all UST Quarterly fees on a timely
basis; and

  k. To make all reasonable efforts to assist bankruptcy counsel in
preparing and filing a plan and disclosure statement.

The compensation to be paid to Ms. Cross will be in accordance with
normal billing practices for services rendered and out-of-pocket
expenses incurred on Debtors' behalf.  Ms. Cross' hourly rate will
be $495 per hour.  Ms. Cross will be assisted by other SRR
personnel whose rates are as follows:

  * Director - John Baumgartner, CIRA, CDBV —$395.00 per hour
  * Senior Analyst - Andrew Masotta $225.00 per hour

Ms. Cross requests that the Court approve a procedure for
compensating her and her personnel on a monthly basis, comparable
to those established in other Chapter 11 cases.  

"Neither I, nor SRR or my staff, represent any interest adverse to
the Debtors, their estates, creditors, equity holders, or
affiliates in the matter upon which SRR is to be engaged, and SRR
is a "disinterested person" within the meaning of section 101(14)
of the Bankruptcy Code, as modified by section 1107(b) of the
Bankruptcy Code, and as required by section 327(a) of the
Bankruptcy Code," Ms. Cross, a managing director at SRR, attested.

                     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, as counsel, and BMC Group,
Inc., as claims agent.

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

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


LUCA INTERNATIONAL: Schedules and Statements Due Sept. 9, 2015
--------------------------------------------------------------
Luca International Group LLC, et al., sought and obtained from the
U.S. Bankruptcy Court for the Southern District of Texas an order
extending until Sept. 9, 2015, their deadline to file schedules of
assets and liabilities and statements of financial affairs.

In seeking the extension, T. Josh Judd, Esq., at Hoover Slovacek
LLP, explained that "cause" for emergency consideration exists
because the existing deadline to file schedules and statements is
Aug. 20, 2015, and, due to the emergency nature of the Chapter 11
filings, the Debtors have not yet had sufficient time to collect
and assemble all of the requisite financial data and other relevant
information required to complete all of the Schedules and Statement
of Financial Affairs.

                     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, as counsel, and BMC Group,
Inc., as claims agent.

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

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


LUCA INTERNATIONAL: Taps BMC Group as Claims Agent
--------------------------------------------------
Luca International Group LLC, et al., filed with the U.S.
Bankruptcy Court for the Southern District of Texas an application
to employ BMC Group, Inc., as claims, noticing, and balloting agent
in the Chapter 11 cases.

The Debtors determined that they will have to provide certain
notices in these bankruptcy cases to over a thousand
entities/persons, many of whom may file claims.  Over 500
persons/entities are located in Asia, primarily in Japan, China and
Malaysia.  In view of the number of anticipated claimants and the
complexity of the Debtors' businesses, the Debtors submit that the
appointment of a claims and noticing agent is otherwise in the best
interests of both the Debtors' estates and their creditors.

BMC did not receive a retainer in the Debtors' Chapter 11 cases.

The firm will charge the Debtors at these rates:

  * Noticing Management
    - Data Entry/Call Center/Admin Support    $25/45/65 per hour
    - Analysts                                $85 per hour
    - Noticing Manager                        $100 per hour

  * Project Management
    - Analyst                                  $85 per hour
    - Consultant                              $100 per hour
    - Director/ Case Manager                  $125 per hour
    - Director/ Solicitation                  $200 per hour
    - Principal                               $225 per hour

  * Claims Management
    - Electronic claims & ballot submission   No per item charge
    - Manual claim entry                      $2.50 per claim
    - b-Linx Database & Systems Access     $0.085 per record/month

  * Print Mail and Noticing Services
    - Certified Electronic Noticing Service   $40 per 1000
    - Certified Fax Noticing Service          $0.15 per image

  * Document and Information Management
    - Live Operator Call Center               $45 per hour
    - Public Case Website Hosting             Waived
    - Secure Virtual Data Room               Setup+$0.15/per/month

The claims agent can be reached at:

         BMC GROUP, INC.
         Attn: Tinamarie Feil
         600 1st Avenue
         Suite 300
         Seattle, WA 98104
         E-mail: tfeil@bmcgroup.com
         Tel: (206) 499-2169

                     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, as counsel, and BMC Group,
Inc., as claims agent.

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

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


MAGNETATION LLC: Has Until Dec. 1, 2015 to Decide on Leases
-----------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota extended until Dec. 1, 2015, Magnetation LLC,
et al.'s time to assume or reject unexpired leases of
nonresidential real property.

Judge Kishel also ordered that any leases proposed to be assumed or
rejected by the Debtors by a motion filed on or before the extended
deadline will not be deemed rejected.

The Court considered the matter at a hearing on Aug. 19.

In a separate order, Judge Kishel ordered that Mag LLC is
authorized to amend MNDNR Leases 786 and 790 and assume Amended
MNDNR Leases 786 and 790 pursuant to Section and 365(a) of the
Bankruptcy Code and Bankruptcy Rule 6006.  There are no defaults
under MNDNR Leases 786 and 790 or the Amended MNDNR Leases 786 and
790.  Upon entry of the order, Mag LLC will be deemed to have
satisfied all of its obligations under Section 365(b)(1) of the
Bankruptcy Code with respect to MNDNR Leases 786 and 790 and
Amended MNDNR Leases 786 and 790.  MNDNR will be forever barred and
enjoined from asserting against the Debtors any claims for cure
costs under section 365 of the Bankruptcy Code with respect to
MNDNR Leases 786 and 790 or Amended MNDNR Leases 786 and 790.

                      About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint    
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.

The Debtor disclosed $239,210,542 in assets and $575,938,301 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.  The Committee tapped Cooley, LLP as its lead counsel,
Foley & Mansfield PLLP as its local counsel, and Province Inc., as
its financial advisor.



MAGNETATION LLC: Has Until Nov. 1 to Propose Reorganization Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota extended
Magnetation LLC, et al.'s exclusive periods to file a plan of
reorganization until Nov. 1, 2015; and solicit acceptances for that
plan until Dec. 31.  The Court considered the matter at a hearing
on Aug. 19, 2015.

                      About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint    
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.

The Debtor disclosed $239,210,542 in assets and $575,938,301 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.  The Committee tapped Cooley, LLP as its lead counsel,
Foley & Mansfield PLLP as its local counsel, and Province Inc., as
its financial advisor.



NATIVE ENERGY FARMS: Gets Approval of Plan to Exit Bankruptcy
-------------------------------------------------------------
Native Energy Farms LLC won court approval of a plan to exit
bankruptcy protection.

U.S. Bankruptcy Judge August Landis on August 25 gave the thumbs-up
to the company's Chapter 11 plan of reorganization, which proposes
to pay creditors in full.

The plan confirmed, the third version of the document, divides the
claims into four classes.  Only the secured creditors (Class 1) and
unsecured creditors (Class 2) were entitled to vote to accept or
reject the plan.

All ballots received were in favor of the restructuring plan.  Of
the secured creditors entitled to vote, one vote from SMI/ISC Corp.
asserting a $1.298 million claim accepted the plan.  Meanwhile, no
votes were received from unsecured creditors, court filings show.

Native Energy did not receive any objection to approval of its
restructuring plan.

                        About Native Energy

Native Energy Farms, LLC, is the owner of certain real property
totaling 76.88 acres located in Goleta, California along the
Pacific Coast Highway.  The property is free and clear of liens and
encumbrances and has a current market value of $8 million to $11
million.

Native Energy filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-13482) in Las Vegas, Nevada, with a prepackaged
Chapter 11 plan on May 16, 2014.  The case is assigned to Judge
August B. Landis.

Steven L. Yarmy, Esq., in Las Vegas, serves as counsel to the
Debtor.

                           *     *     *

Before filing for bankruptcy in 2014, the Debtor prepared a
pre-packaged plan of reorganization and solicited votes on the
plan.  However, the Debtor failed to proceed with the confirmation
process for the plan.  In an attempt to get title insurance, it was
discovered that there were certain restrictions relating to Indian
land encumbering the Debtor's property.  As a result of the
restrictive covenant, the Debtor filed an adversary complaint to
quiet title and for certain declaratory relief concerning the
notion that the Indian Tribes were not federally recognized.  The
Debtors prevailed on a motion for summary judgment in which all
relief requested in the complaint was granted.


NATIVE WHOLESALE: Appeals June 29 Oklahoma Judgment Order
---------------------------------------------------------
Native Wholesale Supply Company, and The State of Oklahoma, in an
amended notice, appealed to the U.S. District Court for the Western
District of New York under 28 U.S.C. Section 158(a)(3) the June 29,
2015 order of Hon. Carl L. Bucki.

Judge Bucki of the U.S. Bankruptcy Court for the Western District
of New York entered an order overruling the Debtor's notice of
objection to the State of Oklahoma's Notice of Final Order seeking
an order expressly ruling that State Court Judgment is a "Final
Order" under the terms of the Bankruptcy Plan and directing the
Creditor Escrow Agent, Christiana Trust, to pay any and all money
contained in the Oklahoma Reserve to the State of Oklahoma and
imposing sanctions against Native Wholesale Supply and its
attorneys in the form of all attorneys' fees and expenses incurred
by the State of Oklahoma in responding to the Debtors' objection.

The Court ordered on June 29, that, among other things:

   -- the Debtor's objection to the State of Oklahoma's notice to
final order is overruled in its entirety;

   -- the cross-motion for determination of a final order and
sanctions is granted in part and denied in part;

   -- the Debtor's request that the Court review the amount of
Oklahoma's allowed claim is denied with leave to the Debtor to make
a motion or claim objection on notice seeing the same or similar
relief; and

   -- the State of Oklahoma's request for sanction is denied.

A copy of the order is available for free at:

   http://bankrupt.com/misc/Native_W_Jun_29_15_Order.pdf

              About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending in
the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
Newj York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

According to a Consensual Disclosure Statement for Joint Consensual
Plan of Reorganization of Native Wholesale Supply Company, and the
States dated March 6, 2014, the Debtor established a Plan Funding
Account at M&T and deposited $5.5 million on Feb. 4, 2014, and an
additional $500,000 was deposited on Feb. 14, 2014.  An additional
$500,000 will be deposited in the Plan Funding Account on each
succeeding 15th day of each month (or the first business day after
the 15th) beginning in March 2014 until the Plan is confirmed.

No trustee, examiner or creditors' committee has been appointed in
the case.



NEW YORK LIGHT: Creditors' Panel Hires Emerald Capital as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of New York Light
Energy, LLC seeks authorization from the U.S. Bankruptcy Court for
the Northern District of New York to retain Emerald Capital
Advisors Corp. as financial advisor.

The Committee needs to retain a financial advisor so that it can
evaluate the likelihood that the Debtor can reorganize, determine
going concern and liquidation values, investigate possible
financial irregularities, and be able to review and critique the
Debtor's financial projections and valuations.

Emerald Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.

John P. Madden, senior managing director of Emerald Capital,
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.

Emerald Capital can be reached at:

       John P. Madden
       EMERALD CAPITAL ADVISORS CORP.
       The Graybar Building
       420 Lexington Avenue, Suite 855
       New York, NY 10170
       Tel: (212) 201-1905
       Fax: (212) 731-0307
       E-mail: jpm@emeraldcapitaladvisors.com

                     About New York Light Energy

Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts.  The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.

NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.  

The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.  Judge
Robert E. Littlefield Jr. is assigned to the cases.


NEW YORK LIGHT: Creditors' Panel Hires Hodgson Russ as Attorneys
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of New York Light
Energy, LLC seeks authorization from the U.S. Bankruptcy Court for
the Northern District of New York to retain Hodgson Russ LLP as its
attorneys.

The Committee requires the assistance of an attorney to assist it
in generating the best result for the unsecured creditors. Hodgson
Russ' services will include appearing at hearings, reporting to the
Committee, conducting Committee meetings, and negotiations with the
Debtor, secured creditors and unsecured creditors.

Hodgson Russ will be paid at these hourly rates:

       Richard L. Weisz, Partner      $345
       Associates and Paralegals      $80-$330

Hodgson Russ will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Richard L. Weisz 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.

Hodgson Russ can be reached at:

       Richard L. Weisz, Esq.
       Hodgson Russ LLP
       1540 Broadway, 24th Floor
       New York, NY 10036
       Tel: (212) 751-4300
       E-mail: rweisz@hodgsonruss.com

                     About New York Light Energy

Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts.  The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.

NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.  

The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.  Judge
Robert E. Littlefield Jr. is assigned to the cases.


ONE FOR THE MONEY: Court Confirms Liquidating Chapter 11 Plan
-------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming One For
The Money, LLC's Liquidating Chapter 11 Plan dated May 27, 2015,
and approving, on a final basis, the explanatory Disclosure
Statement.

The Court also ordered that the Plan is amended to provide that all
Allowed non-insider Class 4 Unsecured Claims will be paid in full
with interest unless they otherwise have reached an agreement with
the Debtor, and that any commission payable to Anthony M. Marano
will first be applied to such obligation in the event of any such
shortfall.

As reported in the Troubled Company Reporter on July 14, 2015,
Anthony M. Marano, managing member of debtor, said in a filing with
the Court that all classes of non-insider impaired creditors have
voted to accept the Debtor's Liquidating Plan.  

The Plan designates six classes of Claims as Impaired: Class 1
(Allowed Secured Claims of Sutherland Asset I, LLC), Class 2
(Allowed Secured Claim of 75, LLC), Class 3 (Allowed Secured Claim
of Petros M. Beys), Class 4 (Allowed General Non-Insider Unsecured
Claims), Class 5 (Allowed General Insider Unsecured Claims).

Class 1 returned one timely ballot, totaling $12,648,809 voting in
favor of the Plan.  Class 2 returned one timely ballot, totaling
$8,000,000.  Class 3 returned one timely ballot, totaling
$3,037,201, voting in favor of the Plan.  Class 4 returned one
timely ballot, totaling $98,569, voting in favor of the Plan.  No
ballots have been returned voting against the Plan.  As acceptances
were received by more than one half in number and more than two
thirds in amount of claims that voted, Class 1, 2, 3, and 4 have
voted to accept the Plan.

Mr. Marano said that the Plan also satisfies the other requirements
for confirmation.

A copy of Mr. Marano's declaration is available for free at:

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

                       The Chapter 11 Plan

As reported in the June 3, 2015 edition of the TCR, One For The
Money, LLC, which originally intended to build a high-rise
condominium building on its vacant lot in 75 First Avenue, New
York, has filed with the Bankruptcy Court a liquidating plan that
contemplates the sale of its property for $12.9 million.

The Debtor, in its business judgment, has elected to go to contract
with 75 First Avenue Club, LLC, an entity wholly unrelated to the
Debtor or any of its insiders.

The purchase price of $12.9 million will be used to satisfy the
discounted and compromised claims of: (a) Sutherland Asset I, LLC,
the current first mortgage holder; (b) 75, LLC, its contemplated
assignee and, from the personal contribution of the non- Andrew
Bradfield members of 75, LLC, (c) the junior lien claim of Petros
Beys.

The Debtor seeks to sell the property absent competitive bidding
procedures under Sec. 363 of the Bankruptcy Code.  

Prior to the Chapter 11 case, AMB Partners and Andrew Bradfield,
its principal, commenced an arbitration against the other members
of 75 First Avenue, LLC ("75 LLC") seeking various forms of relief
and assertion of claims, including but not limited to claims
against the Debtor.  The Debtor's principals have recently reached
a global settlement/resolution with, inter alia, the members of 75
LLC, which settlement resolves, inter alia, the inter se disputes
among the 75, LLC members, settles the arbitration in full and
paves the way for a global consensual sale process in the Chapter
11 case.

                Treatment of Claims and Interests

The Plan proposes to treat claims and interests as follows:

   -- Allowed administrative claims of professionals estimated at
$125,000, unpaid U.S. Trustee estimated at $13,650, and allowed
priority claims estimated to be less than $25,000 will be paid, in
full, in cash.

   -- Class 1: The allowed secured claim of Sutherland Asset I, LLC
will be paid, in cash, from the sale proceeds, on the sale closing
date, the discounted amount of $4,113,195 together with per diem
interest and other required fees from April 23, 2015 at the rate
provided under the Option Extension Letter Agreement dated April
18, 2015.

   -- Class 2: The allowed secured claim of 75, LLC as assignee of
Sutherland Asset I, LLC will receive, in cash, from the sale
proceeds, on the sale closing date, the remaining net proceeds
from
the sale after payment in full of (a) all unclassified Claims, (b)
all Allowed Administrative Expense Claims, (c) all Allowed Claims
of Professionals, (d) all Allowed Priority Claims, if any, (e) the
Allowed Class 3 Secured Claim in the amount of $1,250,000 and (f)
the Post-Confirmation Reserve on the later of the Sale Closing Date
or the Effective Date, in full and final satisfaction of all claims
against the Debtor.  Class 2 is anticipated to receive
approximately $6,750,000 from the sale Proceeds.  The members of
75, LLC shall, in turn, each receive distribution in accordance
with the 75 LLC Settlement Agreement.  

   -- Class 3: The Allowed Secured Claim of Petros M. Beys will be
paid in the discounted amount of $1,250,000, in cash, from the Sale
Proceeds, on the Sale Closing Date, in full and final satisfaction
of any and all Claims against the Debtor, its members, officers,
agents, representatives and assigns, including but not limited to
Anthony M. Marano, Anthony C. Marano and Scott A. Marano.  

   -- Class 4: The Allowed General Non-Insider Unsecured Claims, if
any, will be paid in full, in cash, without interest, within 15
days of the later of the (a) Sale Closing Date or (b) the Effective
Date, in full and final satisfaction of all Claims against the
Debtor.  The Debtor believes such claims do not exceed $50,000.  

   -- Class 5: The Allowed General Insider Unsecured Claims will
not receive a distribution under the Plan.  Class 5 Claims total
approximately $600,000.

   -- Class 6: The Allowed Interests will not receive any
distribution under the Plan.  The Class 6 Interest holders are
impaired under this Plan and are deemed to reject the Plan.

A copy of the Disclosure Statement dated May 27, 2015, is available
for free at:

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

                      About One For The Money

One For The Money, LLC is a single asset real estate entity that
owns a vacant lot located at 75 First Avenue, New York, New York
10003, Block 00446, Lot 0032.  The property located on the corner
of First Avenue and East 5th Street in the East Village
neighborhood of downtown Manhattan. The area is characterized by a
mixture of residential loft buildings, trendy restaurants, 'quick'
food stores, a wide variety of high-end retail establishments, and
food and dry goods wholesalers.

One For The Money sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-10188) in Manhattan on Jan. 28, 2015, without
stating a reason.  The petition was signed by Anthony M. Marano as
managing member.  The Debtor is owned by the Maranos and the
Galassos.  The largest shareholder is Anthony C. Marano, who owns
42%.  The Debtor reported $12,500,000 in total assets, and
$15,927,306 in total liabilities.

Jonathan S. Pasternak and the law firm of DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, in White Plains, New York, has
been tapped as counsel.



ONTARIO ARCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ontario Arch, LLC
        14646 N. Kierland Blvd., Suite 250
        Scottsdale, AZ 85254

Case No.: 15-11033

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Brenda K. Martin

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN MAGUIRE & BARNES, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: 602-256-6000
                  Fax: 602-252-4712
                  Email: tallen@ambazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Larry L. Miller, president of Matrix
Equities, Inc., manager of Debtor.

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


OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' corporate credit rating on New York-based shipping company
Overseas Shipholding Group Inc.  The outlook is stable.

At the same time, S&P lowered its issue-level ratings on OSG's
unsecured notes, which consist of $300 million of 8.125% senior
unsecured notes due 2018 and $146 million of 7.5% senior unsecured
notes due 2021, to 'B-' from 'B' and revised S&P's recovery ratings
on the notes to '5' from '4'.  The '5' recovery rating indicates
S&P's expectation for modest recovery (10%-30%; upper half of the
range) in the event of a payment default.

Additionally, S&P affirmed its 'BB-' issue-level ratings on OSG's
credit and term loan facilities for each of its principal
subsidiaries, including OSG Bulk Ships Inc.'s ([OBS] the domestic
business) $75 million asset-based lending (ABL) facility and $603
million senior secured term loan due 2019, and OIN's $50 million
revolving credit facility and $628 million senior secured term loan
due 2019.  S&P's '1' recovery ratings on the facilities remain
unchanged, indicating its expectation for very high recovery
(90%-100%) in the event of a payment default.

"Our rating on OSG reflects the company's high leverage, the
competitive nature of the shipping industry, and its substantial
revenue exposure to the volatile international tanker charter spot
markets," said Standard & Poor's credit analyst Michael Durand.
"These issues are somewhat offset by the currently strong demand
and shipping rates in OSG's international crude oil and refined
petroleum products shipping business, which accounts for
approximately half of its revenues, and the company's high contract
coverage in its U.S. domestic shipping business, which is also
currently seeing strong demand."

Standard & Poor's Ratings Services' stable outlook on Overseas
Shipholding Group (OSG) reflects that S&P expects the recent
improvement in OSG's financial profile to continue gradually,
supported by strong international charter rates and the company's
high contract coverage in its U.S. business.

S&P could raise its rating on OSG over the next year if the
company's improved earnings cause its funds from operations
(FFO)-to-debt ratio to increase above 20% for a sustained period.

Although unlikely, S&P could lower its rating on OSG if the
company's earnings decline because of cyclical pressures, causing
its FFO-to-debt ratio to decline below 8% for a sustained period.



PATRIOT COAL: Court Approves Bidding Protocol for Federal Complex
-----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia approved the bidding procedures governing the sale of
Patriot Coal Corporation, et al.'s assets that were excluded from
the sale to Blackhawk Mining LLC.

The excluded assets include the Federal No. 2 longwall mine, a
1,350 TPH preparation plant, and certain related assets.

An auction will be held at the offices of Kirkland & Ellis LLP, in
New York, on September 9, 2015, at 10:00 a.m.

The Debtors have entered into an asset purchase agreement with the
Virginia Conservation Legacy Fund and its affiliate, ERP Compliant
Fuels, LLC, under which VCLF agreed to serve as stalking horse
bidder in exchange for the Debtors' agreement to provide certain
customary bid protections, including a break-up fee of $5,000,000
and an expense reimbursement of up to $3,500,000, in each case
payable only in the event that the Debtors consummate a superior
transaction by January 31, 2016.  The VCLF APA is the result of
substantial efforts on behalf of the Debtors and their advisors to
negotiate and consummate a strategic transaction that will maximize
the value of the Debtors' estates, the Debtors tell the Court.

                 Numerous Parties Object to Cure Amounts

Penn Virginia Operating Co., LLC, Pardee Minerals, LLC, Powell
Construction Company, Inc., Peabody Energy Corporation, Pocahontas
Land Corporation, Boone East Development Company, and H.A. Robson
Trust, PRC Holdings, LLC, Prichard School, LLC, City National Bank
of West Virginia as Trustee under a Trust Agreement dated December
30, 1983, object to the Debtors' notice of proposed assumption and
assignment of executory contracts and unexpired leases and the
proposed cure amounts.

Penn Virginia, a lessor of mining properties to Patriot Coal,
believes that the Proposed Cure Amounts are correct with respect to
amounts due for royalty payments as of the Petition Date, but
objects to the Proposed Cure Amount to the extent there are (i)
postpetition royalty payments which may be due under the Penn
Virginia Leases, and (ii) any other obligations, environmental or
otherwise, due to Penn Virginia at the time of assumption of the
Penn Virginia Leases.  Penn Virginia alleges that there are
additional executory agreements by and between its subsidiaries,
K-Rail, LLC and Kanawha Rail, LLC, which comprise part of the
Kanawha Eagle coal operation of the Debtors.  To the extent the
Debtors believe that the Assumption Notice covers agreements with
K-Rail, LLC, and Kanawha Eagle, LLC, Penn Virginia objects on
behalf of its subsidiaries in that cure amounts under those
agreements are not included.

Pardee, a lessor of mining properties to the Debtors, objects to
the Proposed Cure Amount to the extent there are (i) postpetition
royalty payments which may be due under the Pardee Lease, and (ii)
any other obligations, environmental or otherwise, due to Pardee at
the time of assumption of the Pardee Lease.

Powell stated that the Proposed Cure Amount accurately sets forth
the amounts owed to Powell due prior to the Petition Date under the
Agreement but objected to the Proposed Cure Amount to the extent it
does not cover postpetition amounts which may be due to Powell at
the time assumption of the Agreement becomes effective.  

H.A. Robson, et al., opposed the Debtors' assumption and assignment
of the LRPB Lease without payment in full of the correct Cure
Amounts.  LRPB asks that the Court require (i) the Cure Amounts be
paid (ii) the LRPB Lease be assumed in its entirety without
modification, (ii) all permits relating to the LRPB Lease be
assumed and assigned at closing, (iii) adequate assurance of future
performance under the LRPB Lease be provided.

PEC does not object to the assumption and assignment of its
agreement with the Debtors as long as the Cure Amount is corrected
from $1,276,124 to $1,276,142.  PEC reserved its rights to object
to future motions or notices to assume, assume and assign, or
reject executory contracts or unexpired leases between Peabody and
the Debtors and  reserves the right to supplement, modify or amend
this Limited Objection based on ongoing discussions with the
Debtors, further developments in the chapter 11 cases or on any
other grounds.

PLC filed a limited objection and reservation of rights to the
Debtors.  In its limited objection, PLC said it does not object to
the Proposed Cure Amounts by the Debtors in general.  PLC submitted
that in addition to the payment of the Proposed Cure Amounts, any
assumption of the PLC Leases must also include the assumption of
all contingent, unmatured and/or unliquidated obligations under the
PLC Leases, including, specifically, and without limitation, any
indemnification obligations.

Boone East stated that it objects to any attempt to assume and/or
assign the Boone Lease that does not include the 2008 Reserve
Transaction Agreement and Payment Agreement or to assume  and/or
assign  the Pine Ridge Lease unless the Leases are assumed  and
assigned in their entirety.  Boone East asked the court that the
Debtors be required to cure all amounts and obligations under the
leases owed and that any and all indemnification and/or
environmental liabilities  and other obligations owed under the
leases be cured or assigned with the Leases.

The Debtors are represented by:

          Michael A. Condyles, Esq.
          Peter J. Barrett, Esq.  
          Jeremy S. Williams, Esq.  
          KUTAK ROCK LLP
          Bank of America Center
          1111 East Main Street, Suite 800
          Richmond, Virginia 23219-3500
          Tel: (804) 644-1700
          Fax: (804) 783-6192
          Email: Michael.Condyles@kutakrock.com
                 Peter.Barrett@kutakrock.com
                 Jeremy.Williams@kutakrock.com

             -- and --

          Stephen E. Hessler,P.C., Esq.  
          Patrick Evans,P.C., Esq.  
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, New York 10022
          Tel: (212) 446-4800
          Fax: (212) 446-4900
          Email: stephen.hessler@kirkland.com
                 Patrick.Evans@kirkland.com

             -- and --

          James H.M. Sprayregen,P.C., Esq.  
          Ross M. Kwasteniet,P.C., Esq.  
          Justin R. Bernbrock,P.C., Esq.  
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, Illinois 60654
          Tel: (312) 862-2000
          Fax: (312) 862-2200
          Email: James.Sprayregen@kirkland.com
                 Ross.Kwasteniet@kirkland.com
                 Justin.Bernbrock@kirkland.com

Peabody Energy Corporation is represented by:

          Bruce H. Matson, Esq.  
          Christopher L. Perkins, Esq.   
          LECLAIRRYAN, A PROFESSIONAL CORPORATION
          Riverfront Plaza, East Tower
          951 East Byrd Street
          Richmond, Virginia 23219
          Tel: (804) 783-7550
          Fax: (804) 783-7629

             -- and --

          Heather Lennox, P.C., Esq.  
          JONES DAY
          North Point
          901 Lakeside Avenue
          Cleveland, OH 44114-1190
          Tel: (216) 586-7111
          Fax: (216) 579-0212
          Email: hlennox@jonesday.com

             -- and --

          Daniel T. Moss, P.C., Esq.   
          JONES DAY
          51 Louisiana Avenue. N.W.
          Washington, D.C. 20001-2113
          Tel: (202) 879-3794
          Fax: (202) 626-1700
          Email: dtmoss@jonesday.com

Powell Construction Company, Inc., Penn Virginia Operating Co., LLC
and Pardee Minerals, LLC  are represented by:

          Peter M. Pearl, Esq.
          SPILMAN THOMAS & BATTLE, PLLC
          Post Office Box 90
          Roanoke, Virginia 24002
          Tel: (540) 512-1800
          Fax: (540) 342-4480
          Email: ppearl@spilmanlaw.com

LRPB is represented by:

          Bradford F. Englander, Esq.  
          WHITEFORD TAYLOR & PRESTON LLP
          3190 Fairview Park Drive, Suite 300
          Falls Church, Virginia 22042
          Tel: (703) 280-9081 Tel.
          Fax: (703) 280-3370 Fax
          Email: benglander@wtplaw.com

             -- and --

          Michael E. Hastings, Esq.  
          Brandy M. Rapp, Esq.  
          WHITEFORD TAYLOR & PRESTON LLP
          114 S. Market Street, Suite 210
          Roanoke, Virginia 24011
          Tel: (540) 759-3579 Tel.
          Fax: (540) 759-3569 Fax
          Email: mhastings@wtplaw.com
                 brapp@wtplaw.com

Boone East Development Company is represented by:

          Mark L. Esposito, Esq.
          PO Box 2009
          Bristol, Virginia 24203
          Tel: (423) 793-4812
          Fax: (423) 793-4852
          Email: mesposito@pennstuart.com

Pocahontas Land Corporation is represented by:

          Ryan Furgurson, Esq.
          SETLIFF & HOLLAND, P.C.
          4940 Dominion Boulevard
          Glen Allen, VA 23060
          Tel: (804) 377-1275
          Fax: (804) 377-1295
          Email: rfurgurson@setliffholland.com

             -- and --

          David J. Baldwin, Esq.  
          R. Stephen McNeill, Esq.  
          POTTER ANDERSON & CORROON LLP
          1313 North Market Street, 7th Floor
          Wilmington, DE 19801
          Tel: (302) 984-6033
          Fax: (302) 658-1192
          Emal: dbaldwin@potteranderson.com
                rmcneill@potteranderson.com

                        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.


PEABODY ENERGY: Moody's Lowers Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Peabody Energy
Corporation, including the corporate family rating (CFR) to Caa1
from B3, probability of default rating (PDR) to Caa1-PD from B3-PD,
the ratings on senior secured credit facility to B2 from B1, the
ratings on second lien debt to Caa1 from B3, the ratings on senior
unsecured notes to Caa2 from Caa1, and the junior subordinated
debenture ratings to Caa3 from Caa2.  The speculative grade
liquidity rating of SGL-3 remains unchanged.  The ratings were
placed on review for further downgrade.

RATINGS RATIONALE

The downgrade reflects our expectation of continued deterioration
in the company's credit metrics due to the ongoing decline in the
seaborne metallurgical coal markets and weakness in the US and
seaborne thermal coal markets, as well as our expectation that
market recovery will be slower and more protracted than previously
anticipated.  The weak coal markets have already resulted in Walter
Energy, Patriot Coal and Alpha Natural Resources filing for
bankruptcy protection earlier this year, while Arch Coal (Caa3
negative) is in the midst of a debt exchange offer.

The review will focus on evaluating the nature and scope of any
actions that the company may undertake to reduce its leverage and
improve its capital structure.

Absent material changes in market fundamentals and/or the company's
capital structure, Moody's expects Peabody's Debt/ EBITDA, as
adjusted, to exceed 9x in 2015.

The B2 rating on the secured facility, two notches above the Caa1
CFR, reflects the security provided by the collateral package,
which includes a claim on certain US properties and various stock
pledges.  The Caa1 rating on the second lien notes, in line with
the CFR, reflects their relative position in the capital structure
with respect to claims on collateral, behind the senior secured
credit facility but ahead of the Caa2 rated unsecured notes and
Caa3 subordinated debentures.

The speculative grade liquidity rating of SGL-3 reflects adequate
liquidity, including cash and cash equivalents of $487 million,
$1.5 billion available under $1.65 billion revolver and $18 million
of available capacity under the accounts receivable securitization
program as of June 30, 2015.  Moody's expects that absent a market
recovery, the company may have limited headroom under covenants
going into 2016.  Peabody has several alternatives for arranging
back-door liquidity if necessary.  Peabody's large number of mines
and its operational diversity across the PRB and Illinois Basin
give it the flexibility to sell non-core assets if necessary.

Peabody Energy Corporation is the world's largest private sector
coal company with coal mining operations in the US and Australia
and close to 8 billion tons of proven and probable reserves.  For
the twelve months ended December 31, 2014, the company sold 249.8
million tons of coal and generated $6.8 billion in revenues,
including 25 million tons of thermal coal sold from the Midwestern
division, 166.4 million tons of thermal coal sold from the Powder
River Basin and Colorado, 38.2 million of tons of thermal and
metallurgical coal from Australia, and 20.2 million tons from
trading and brokerage.  For the twelve months ended June 30, 2015,
the company generated $6.3 billion in revenues.

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.



PETERSBURG REGENCY: Parties Balk at Approval of Case Dismissal Bid
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered
these orders in relation to Petersburg Regency, LLC's Chapter 11
case:

   1. The creditor group supporting the amended cross motion of Jim
Burt is granted derivative standing to file and serve a motion to
approve, as a settlement, the agreement among them concerning
distribution of the $10,230,626 on deposit with the Circuit Court
of Petersburg in Virginia.

   2. The settlement motion will be filed no later than Aug. 19;

   3. The hearing on the settlement motion, together with the
continued hearing on:

      (a) the motion of LeClair Ryan, a Professional Corporation,
for entry of an order dismissing the Chapter 11 case; (b) the (I)
amended cross motion for entry of order directing disbursement of
insurance proceeds in connection with order dismissing case and
(II)notice of the Bankruptcy Court's intention to also consider the
remedy of abstention; and (C) Burt's motion to expunge claims of
Specialized Environmental Services d/b/a ATI Air Technology, Inc.,
will be heard on Sept. 9, at 10:00 a.m.  Objections to the
settlement motion, if any, are due Aug. 31.

The Court considered the matters at a hearing on June 23, 2015. A
status conference regarding the adversary proceeding will also be
held on Sept. 9, 2015, at 10:00 a.m.

Judge Kaplan has agreed to work with the parties to schedule and
conduct discussions with the parties in furtherance of mediation
and settlement in advance of the Sept. 8, mediation session,
whether in person or by telephone, as the parties may agree and
Judge Kaplan may direct.

The Acting U.S. Trustee, in furtherance of his duties pursuant to
28 U.S.C. Sections 586(a)(3) and (5), objected to the amended cross
motion of creditor Jim Burt for entry of an order directing
disbursement of insurance proceeds in connection with order
dismissing the Chapter 11 case of Petersburg Regency.

According to the U.S. Trustee, the cross motion sought
extraordinary relief in the form of a structured dismissal, which
will distribute estate assets in contravention of the priority
scheme of Section 507 of the Bankruptcy Code.  A structured
dismissal is a dismissal order that is preceded by other bankruptcy
court orders, most often a settlement agreement, the terms of
which, remain in effect after dismissal.

In this relation, the Acting U.S. Trustee requested that the Court
deny the cross motion for a structured dismissal because, among
other things:

   1. the cross movant fails to carry his burden to show a
structured dismissal is justified in the case;

   2. the cross motion fails to show that dismissal under Section
1112(b) is appropriate; and

   3. the cross motion fails to show that dismissal under Section
305 is appropriate.

Several parties also responded to the motion.  LeClairRyan in its
response to Mr. Burt's notice of amended cross motion, stated that
it supports the amended cross motion, and submits that abstention
or suspension under Section 305 of the Bankruptcy Code is
appropriate only in the event that the Court denies both
LeClairRyan's pending motion to dismiss and Mr. Burt's amended
cross motion.

In the Debtor's memorandum of law in opposition to motions to
dismiss case, requested that the Court:

   i) deny LeClairRyan's application seeking to dismiss the case;

  ii) deny the structured dismissal motion;

iii) authorize the Debtor to enter into the settlements as
proposed with Steve M. Kalebic, Petersburg and Ramada in exchange
for an assignment of such creditors' secured claims, if any;

  iv) authorize the Debtor to enter into similar settlements with
any other creditor willing to accept a payment of 20% or less of
its claim, subject to 10 day's notice to all creditors; and

  v) direct the Clerk of the Circuit Court of the City of
Petersburg to turn over the insurance proceeds to the Debtor's
counsel's trust account, to be held in escrow thereby pending
further court order.

The Debtor related that it has already documented prima facia
claims, defenses and setoffs to: (i) LeClairRyan's claim; (ii) the
allegedly secured claims of the Petitioning Creditors regarding an
involuntary bankruptcy proceeding filed on Feb. 3, 2015, and (iii)
Mr. Burt's claim.

The claim objections, together with multiple other claim objections
against numerous creditors, have been asserted in Debtor's
adversary proceeding filed on June 14, 2015.  To date no
answers have been filed, nor has discovery been pursued in
connection with the adversary proceeding.

The Debtor noted that, among other things:

   1. the petitioning creditors' claims are disputed;

   2. Mr. Burt is unable to calculate his claim -- which
claim is subject to numerous defenses, Ittleson's disputed and
lapsed lien on the insurance proceeds;

   3. the structured dismissal motion fails to classify claims nor
provide the same treatment for all members of the same class; and

   4. the structured dismissal motion ignores the Code's priority
distribution scheme;

The United States, in response to the motion, related that the
Internal Revenue Service comes into these proceedings at a
significant disadvantage.  Although the cross motion was filed one
month ago and the movant specifically identified the IRS as an
impacted creditor, the movant inexplicably failed to serve the IRS
with the cross motion.  IRS opposed to the requested relief as it
is wholly inappropriate and contrary to fundamental principles of
bankruptcy law.

In a separate filing, David Edelberg, Esq., at Nowell Amoroso Klein
Bierman, P.A., counsel for the Debtor, filed a belated objection
relating to a notice to produce documents and take oral depositions
served on June 26, 2015.  The Debtor objected to LeCairRyan's six
day delay in submitting the belated objection.

The Debtor also requested that the Court direct that the deposition
proceed where all of the parties located and where it makes the
most sense -- in Northern New Jersey.

According to the case docket, remote electronic access transcript
regarding hearing held June 23, 2015, will be restricted until Oct.
5.

Gary F. Eisenberg, Esq., a member of the law firm of Perkins Coie
LLP, counsel for Ittleson Trust-2010-1, secured creditor of the
Petersburg Regency, LLC, submitted a declaration in support of
amended cross motion.

On June 30, Mr. Burt filed an amended cross motion for distribution
of $10,230,626 in estate funds currently on deposit with the
Circuit Court of Petersburg, Virginia in accordance with the
amended distribution schedule.

At a status conference on May 7, 2015, the Debtor objected to a
distribution scheme that had been ordered in the Virginia
Interpleader Action.

The Hon. Vincent F. Papalia scheduled a hearing on July 23, on the
cross motion.  Judge Papalia also ordered that the Debtor and other
parties-in-interest will be permitted limited discovery in
connection with the motion to dismiss and the cross motion.

Warren J. Martin Jr., counsel for Mr. Burt, filed a certification
in relation to Mr. Burt's cross motion.

LeClairRyan is represented by:

         Douglas J. McGill, Esq.
         WEBBER MCGILL LLC
         A Professional Corporation

The United States is represented by:

         Paul J. Fishman, Esq.
         United States Attorney
         Eamonn O'Hagan, Esq.
         Assistant U.S. Attorney
         970 Broad Street, Suite 700
         Newark, NJ 07102-2535
         Tel: (973) 645-2874

Ittleson Trust-2010-1 is represented by:

         Gary F. Eisenberg, Esq.
         PERKINS COIE LLP
         30 Rockefeller Plaza, 22nd Floor
         New York, NY 10112
         Tel: (212) 262- 6900
         Fax: (212) 977-1632

                     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.



PETERSBURG REGENCY: Sokol Behot Substitutes NAKB as Counsel
-----------------------------------------------------------
Daniel C. Nowell, Esq., at Nowell Amoroso Klein Bierman, P.A.,
withdrawing attorney for Petersburg Regency, LLC, notified the U.S.
Bankruptcy Court for the District of New Jersey that he consented
to the substitution of David Edelberg, Esq., at Sokol Behot, LLP,
as attorney for the Debtor.  The Court on May 12, 2015, had
authorized the employment of NAKB as its counsel.

                     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.



PHILLIPS INVESTMENTS: Exclusivity, Cash Use Extended Until November
-------------------------------------------------------------------
Phillips Investments, LLC, sought and obtained from the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, approval to use cash collateral up to Nov. 30, 2015 or
the "termination date" as defined in the Final Order Granting
Motion for Use of Cash Collateral, dated October 31, 2014,
whichever comes earlier.

The Debtor also obtained an extension of its exclusive periods to
file a chapter 11 plan and to obtain the requisite acceptances of
such plan up to Nov. 30, 2015, and Jan. 29, 2016, respectively.

The Court mandated the Debtor to continue making monthly payments
to East West Bank in the amount of $75,000.  The Court further
instructed the Debtor not to continue funding its tax escrow
account so long as sufficient funds exist in the said account to
pay estimated 2015 property taxes.

East West Bank objected to the Debtor's motion and asked the Court
to grant it relief from the automatic stay in order to permit it to
exercise its right to foreclose the Debtor's remaining property.

Counsel to East West, James H. Rollins, Esq., at Holland & Knight
LLP, in Atlanta, Georgia, said that the Gwinnett Prado Shopping
Center in its current condition and with its limited occupancy
cannot generate enough revenue to make it possible for the Debtor
either to refinance or to reorganize.  He added that, as evidenced
by the Debtor's recent monthly operating reports, the current
income from the remaining property is barely enough to cover even
the minimal operating expenses and the partial interest payments to
East West Bank.  According to Mr. Rollins, the Debtor has failed to
present a meaningful purchase offer for the Remaining Property and
now asks for an additional four months without suggesting any plan
as to how the remaining property will actually be sold and the Loan
finally paid off, despite having had seven months since the
Gwinnett Station sale to find a buyer for the remaining property.

Mr. Rollins also pointed out that the exclusive listing agreement
with Hale Retail Group, LLC, the real estate broker hired by the
Debtor in September 2014, specifically for the purpose of marketing
and finding a purchaser for what is now the remaining property,
apparently expired on March 20, 2015, and the Debtor has had no
professional real estate agent marketing the remaining property for
at least the last four months.  He noted that interest on the loan
and expenses, including attorneys’ fees, secured by the remaining
property continue to accrue, diminishing any equity cushion for
East West Bank and any potential upside for the bankruptcy estate.

The Debtor's attorneys can be reached at:

         J. Robert Williamson, Esq.
         J. Hayden Kepner, Jr., Esq.
         Ashley Reynolds Ray, Esq.
         SCROGGINS & WILLIAMSON, P.C.
         1500 Candler Building
         127 Peachtree Street, NE
         Atlanta, GA 30303
         Telephone: (404)893-3880
         Facsimile: (404)893-3886
         E-mail: rwilliamson@swlawfirm.com
                 hkepner@swlawfirm.com
                 aray@swlawfirm.com

East West Bank is represented by:

         James H. Rollins, Esq.
         HOLLAND & KNIGHT LLP
         One Atlantic Center, Suite 2000
         1201 West Peachtree Street
         Atlanta, Georgia 30309-3400
         Telephone: (404)817-8500
         Facsimile: (404)881-0470
         E-mail: jim.rollins@hklaw.com

                    About Phillips Investments

Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips,
the managing member, signed the petition.  Judge Mary Grace Diehl
presides over the case.  Scroggins & Williamson, P.C., serves as
the Debtor's counsel.

Phillips Investments owns several parcels of improved commercial
real estate from which it operates two retail shopping centers.
The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.



PHOENIX COS: S&P Affirms 'B-' Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Phoenix Cos. Inc. and its operating subsidiaries
(Phoenix Life Insurance Co. [PLIC] and PHL Variable Insurance Co.
[PHLVIC]), including S&P's 'B-' long-term counterparty credit
rating on Phoenix and its 'B+' long-term counterparty credit and
financial strength ratings on its operating subsidiaries.  S&P
removed its ratings on PLIC from CreditWatch Developing and our
rating on PHLVIC and Phoenix from CreditWatch Negative, where they
were initially placed July 9, 2015.  The outlook is stable.

"The outlook revision on Phoenix reflects our view that the company
continues to strengthen its very weak financial profile and capital
position," said Standard & Poor's credit analyst Anthony Beato.
This improvement is primarily predicated on the recently executed
modified co-insurance transaction between PLIC and PHLVIC.  This
transaction, effective June 30, 2015, reinsured 80% of a pre-1986
block of corporate-owned life insurance business from PLIC to
PHLVIC.  Although this transaction is primarily an internal
reorganization, it allowed Phoenix to reduce a significant amount
of its statutory life insurance reserves, which has a net effect of
improving the group's overall capitalization. The company also
reported statutory net gains from operations as of June 30, 2015,
of $20 million and $12 million at PLIC and PHLVIC, respectively.
This increase in profitability is related to growth from an already
low base of sales volume, coupled with an organizational focus to
improve its overall expense structure. S&P expects the company to
continue to report consolidated profitability on a statutory basis
of between $20 million and $40 million through 2015, with decreased
profitability through 2016.

At the same time as announcing the completion of its internal
reinsurance transaction, Phoenix stated it would embark on a
regulatory streamlining project.  Effective third-quarter 2015,
Phoenix received approval to de-stack its operating subsidiary
PHLVIC (Connecticut domiciled) from under PLIC (New York
domiciled).  PHLVIC currently is directly under the holding company
and a sister company to PLIC.

"Our counterparty credit rating on Phoenix reflects our view of its
excess liquidity with adequate resources to meet fixed-charges and
its debt obligations within the next 12-18 months.  This rating
also reflects our view of the holding company's structural
subordination to its regulated insurance subsidiaries and overall
dependence on cash flows from PLIC by way of dividends to fund its
various fixed-charge and debt-service needs.  Phoenix on average
receives dividends from its operating subsidiaries of between $50
million and $75 million annually, and had $65 million in liquidity
at its holding company as of second-quarter 2015," S&P said.

"The stable outlook on Phoenix reflects our view that the company's
financial risk profile is stabilizing and incrementally improving
due to capital-management plans executed by the organization in
tandem with positive net statutory gains from its operating
subsidiaries.  The company's business risk profile, however,
remains less than adequate due to continued modest sales volume,
albeit improving.  We expect Phoenix to continue to execute on a
number of initiatives to further improve its profitability from
both a GAAP and statutory perspective," S&P noted.

"We could lower the ratings on Phoenix if, contrary to our
expectations, the company's operating performance as measured by
net income on a statutory or GAAP reporting basis were to
deteriorate significantly to less than our expectations for a
prolonged period.  Such could be caused by significant decreases in
overall earned premium and deposits or investment yield, outsize
claims incurred or investment impairments, and expense overruns or
continued one-time adverse unusual item reporting.  We could also
revise our view of Phoenix if the company were to adopt
significantly more aggressive financial policies, resulting to
deterioration in overall statutory or GAAP capitalization to
significantly below our 'BBB' ratings confidence level or less than
300% RBC consistently with financial leverage in excess of 75% and
continued negative EBITDA fixed-charge coverage for a prolonged
period," S&P said.

S&P would also consider revising its view of Phoenix if the
organization does not show continued progress in remediating
material weaknesses publicly disclosed through the group's
financial filings.  Furthermore, S&P would also consider a
downgrade if Phoenix were to experience another prolonged financial
restatement or significant event further affecting its business
risk profile.

S&P could raise the rating on Phoenix if the consolidated group
were to begin to report sustainable GAAP profitability for a
prolonged period of time, coupled with organically generating
statutory capitalization from increases in statutory profitability.
This would be accomplished through adequate revenue generation
offsetting premiums in run-off from the regulatory closed block,
through additional sales growth, and increased distribution
relationships, indicative of an improved competitive position.
This would result in consolidated statutory pretax operating income
of between $50 million and $75 million in 2015 with stabilization
in profitability through 2016.  S&P would also expect the
organization to maintain capitalization in excess of its 'BBB'
level on an individual entity and consolidated basis, with
financial leverage falling to 45% consistently.



POSITRON CORPORATION: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Positron Corporation
                2301 C 122nd Street
                Lubbock, TX 79423

Case Number: 15-50205

Involuntary Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Hon. Robert L. Jones

Petitioners' Counsel: Max R. Tarbox, Esq.
                      TARBOX LAW, P.C.
                      2301 Broadway
                      Lubbock, TX 79401
                      Tel: (806) 686-4448

                        - and -

                      Daniel Zamudio, Esq.
                      ZAMUDIO LAW PROFESSIONALS, PC
                      233 S. Colfax
                      Griffith, IN 46319
                      Tel: (219) 924-2300

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
DX, LLC                          Noteholder        $451,589
3118 N. Cummings Rd.
Garden City, KS 67846

Moress, LLC                       Judgment          $10,000
1010 Millennium Drive
Crown Point, IN 46307

Jason and Suzanne Kitten       Moving expenses      $52,695
9205 Salisbury Avenue
Lubbock, TX 79424


PREMIER PEST: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Premier Pest Management Inc
        42030 Koppernick Road, Suite 317
        Canton, MI 48187

Case No.: 15-52811

Chapter 11 Petition Date: August 28, 2015

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

Judge: Hon. Phillip J Shefferly

Debtor's Counsel: Daniel P. Brent, Esq.
                  THE BRENT LAW GROUP, PLLC
                  26545 Alden St.
                  Madison Heights, MI 48071
                  Tel: (248) 291-7253
                  Email: dpbrent@brentlawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $50,000 to $100,000

The petition was signed by Charles E. McKissack, Jr., president.

The Debtor listed the Internal Revenue Service as its largest
unsecured creditor holding a tax debt claim of $88,000.

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

             http://bankrupt.com/misc/mieb15-52811.pdf


RAHMANIA PROPERTIES: Case Summary & 4 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Rahmania Properties LLC
        40-34 74th Street
        Queens, NY 11373

Case No.: 15-43971

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE &
                  GLUCK P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Total Assets: $6.8 million

Total Liabilities: $3.3 million

The petition was signed by Mohammed A Rahman, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb15-43971.pdf


RANCHLAND HOLDINGS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Ranchland Holdings, Ltd.
                PO Box 1077
                Kaufman, TX 75142

Case Number: 15-33461

Involuntary Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Petitioner's Counsel: Hudson M. Jobe, Esq.
                      QUILLING, SELANDER, LOWNDS, ET AL
                      2001 Bryan Street, Suite 1800
                      Dallas, TX 75201
                      Tel: (214) 871-2100
                      Fax: (214) 871-2111
                      Email: hjobe@qslwm.com

Petitioner                        Nature of Claim  Claim Amount
----------                        ---------------  ------------
American Liberty Oil Company, LP        Debt         $674,281
PO Box 1077
Kaufman, TX 75142


REPUBLIC AIRWAYS: May File for Bankruptcy if Union Talks Fail
-------------------------------------------------------------
BrokerBank Securities, Inc. on Aug. 31 disclosed that Republic
Airways Holdings, Inc. shares have fallen from $8.50/ share on July
24th to a low of $2.01 on Aug. 27th as the airline battles the
Teamsters union representing its 2,200 pilots.  There is
speculation that RJET will file bankruptcy should the negotiations
fail.  On Friday, Aug. 28, the company's shares bounced up, closing
at $2.65.

BrokerBank Securities' due diligence discovered exactly where the
Union negotiations stand.  To view use the link below.

               http://bit.ly/_RJET-Due_Diligence

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.



RESPONSE GENETICS: Has Interim Authority to Obtain SWK DIP Loan
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Response Geetics, Inc., interim authority to obtain
postpetition financing and use cash collateral to fund operations,
market assets, hold an auction and consummate a sale of
substantially all of its assets.

As previously reported by The Troubled Company Reporter, Response
Genetics, as of Aug. 9, 2015, entered into a senior secured,
super-priority debtor-in-possession financing arrangement with SWK
Funding LLC, Swiftcurrent Partners LP, and Swiftcurrent Offshore
Master Ltd. under which the Company may borrow up to
$16,250,000 to finance operations and working capital during its
chapter 11 proceedings, pay certain costs and expenses (including
the costs and expenses of the Company's chapter 11 proceedings),
and fund payment of interest and fees to the DIP Lenders, and for
certain other purposes.

Indebtedness incurred under the DIP Facility accrues interest at a
per annum floating rate equal to the sum of (a) a LIBOR-based rate
defined in the DIP Facility documents plus (b) 12.5%.

Indebtedness under the DIP Facility matures 60 days after the
commencement of the Company's chapter 11 case and is secured by
substantially all of the assets of the Company.

The Court ordered that upon the closing of the sale of the Debtors'
assets, the winning bidder is directed to pay the amounts payable
under the 363 asset Purchase Agreement directly to the DIP agent,
for the immediate application to the Dip Credit facility
Obligations, Prepetition SWK Obligations and Revolving Loans
Obligations, subject to the carve-out and subject to  and
consistent with the terms of the Intercreditor Agreement.  

The Official Committee of Unsecured Creditors filed a limited
objection stating that the Committee does not object in theory to
an appropriate sale process that provides a clear path to recovery
for unsecured creditors, supported by a DIP financing budget that
provides the Committee with the resources it needs to carry out its
statutory duties.  The Debtors put into context a DIP Financing
Motion that is deficient in material respects.  Chief among those
deficiencies is a budget tied to a sale process that contemplates a
going concern sale primarily for the benefit of secured creditors,
where the Debtor admittedly was unable to effectuate a sale outside
of bankruptcy notwithstanding extensive effort, without any
evidence of benefit to general unsecured creditors, the Committee
asserted.  The Committee objects to what it sees as a deficient DIP
Financing Motion in support of a deficient sale process.  

The Debtor is represented by:

          JN. Pomerantz, Esq.  
          I. Kharasch, Esq.   
          James E. O'Neill, Esq.   
          John W. Lucas, Esq.   
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705
          Tel: 3 02/652-4100
          Fax: 302/652-4400
          Email: jpomerantz@pszjlaw.com
                 ikharasch@pszj law.com
                 joneill@pszjlaw.cam

The Official Committee of Unsecured Creditors is represented by:

          Frederick B. Rosner, Esq.
          Julia B. Klein, Esq.
          THE ROSNER LAW GROUP LLC   
          824 Market Street, Suite 810
          Wilmington, DE 19801
          Tel: (302) 777-1111
          Email: rosner@teamrosner.com
                 klein@teamrosner.com

             -- and --

          Carren B. Shulman, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          30 Rockefeller Plaza
          New York, NY 10112
          Tel: 212.653.8700
          Fax: (212) 655-1740
          Email: CShulman@sheppardmullin.com

             -- and --

          Ori Katz, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          Four Embarcadero Center
          Seventeenth Floor
          San Francisco, CA 94111
          Tel: 415.434.9100
          Fax: (415) 434-3947
          Email: OKatz@sheppardmullin.com

                About Response Genetics

Los Angeles, California-based Response Genetics, Inc. (otcqb:RGDX)
-- http://www.responsegenetics.com-- is a CLIA-certified clinical
laboratory focused on the development and sale of molecular
diagnostic testing services for cancer.  The Company's technologies
enable extraction and analysis of genetic information derived from
tumor cells stored as formalin-fixed and paraffin-embedded
specimens.  The Company's principal customers include oncologists
and pathologists.  In addition to diagnostic testing services, the
Company generates revenue from the sale of its proprietary
analytical pharmacogenomic testing services of clinical trial
specimens to the pharmaceutical industry.  

Response Genetics, fdba Bio Type, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 15-11663) on Aug. 9, 2015,
represented by James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP.  Canaccord Genuity, Inc., serves as its investment
banker; and Rust Consulting Omni Bankruptcy acts as its claims and
noticing agent.  

The Company disclosed total assets of $10.7 million and total debts
of $15.7 million.  The petition was signed by Thomas Bologna,
chairman and chief executive officer.

                           *     *     *

Response Genetics has executed a "stalking horse" agreement to sell
all of its business assets to Cancer Genetics, Inc. for
$14,000,000, comprised of a 50/50 split in value of cash and the
common stock of CGI.

CGI is represented by Kramer Levin Naftalis & Frankel LLP's James
A. Grayer, Esq.


SABLE OPERATING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sable Operating Company
          d/b/a Nytex Petroleum, Inc.
        12222 Merit Drive, Suite 1850
        Dallas, TX 75251

Case No.: 15-33460

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Michael Galvis, president and chief
executive officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Basic Energy Services, LP           Business Debt      $564,316
P.O. Box 841903
Dallas, TX 75284

Go Frac, LLC                        Real Property      $302,754
801 Cherry Street, Suite 1200
Fort Worth, TX 76102

Texas Tank Trucks, Inc.             Business Debt      $178,509

Wild Horse Minerals, LLC            Business Debt      $171,666

Baker Hughes                        Business Debt      $166,654

Cory and Jennifer Hall              Business Debt      $792,274
507 Sir Barton Parkway
Midland, TX 79705

RKJ Holdings, LLC                   Business Debt       $97,702

MLV & Co.                           Business Debt       $80,500

Midland Pipe & Equipment, Inc.      Business Debt      $250,000
P.O. Box 8715
Midland, TX 79708

Nadel & Gussman                     Business Debt       $77,288

Stewart Tank Co. & Oilfield         Business Debt       $71,038
Supply, Inc.

RWLS, LLC                           Business Debt       $62,945

Haliburton Energy Services, Inc.    Business Debt       $53,077

Whitley Penn                        Business Debt       $47,587

Dwaine Abraham                      Business Debt       $46,638

Archer Wireline LLC                 Business Debt       $41,200

C & D Services, Inc.                Business Debt       $38,519

BWS Briley Well Services, Ltd.      Business Debt       $34,710

IHS Global Inc.                     Business Debt       $32,036

Production Meter & Testing          Business Debt       $26,030


SABLE OPERATING: Files for Ch. 11 After Defaulting on Debt
----------------------------------------------------------
Sable Operating Company, doing business as Nytex Petroleum, Inc.,
sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 15-33460)
in Dallas on Aug. 28, 2015.

Sable said in a court filing that it is in default of $11,325,000
senior secured note and is unable to cure the default.  Sable
received a notice of foreclosure with a Sept. 1, 2015 sale.  The
bankruptcy filing stays the sale.

At a board meeting Aug. 20, 2015, aside from the bankruptcy filing,
Sable discussed the possibility of taking legal action against Cory
Hall, former director, president and COO, who may have breached his
fiduciary duties to unsecured creditors and shareholders.
According to the court filing, Mr. Hall was responsible for
incurring vendor payables that Sable was not capable of paying.
Mr. Hall resigned from all his positions with Sable, and became
part of a creditor committee to foreclose on the asset.  Mr. Hall
also required Sable to sign a $792,000 promissory note
collateralized by all of Sable's non-operated properties.

The case is assigned to Judge Stacey G. Jernigan.

Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, in
Dallas, serves as counsel.

Sable estimated $10 million to $50 million in assets and debt.


SEQUA CORP: Moody's Lowers Corp. Family Rating to Caa2, Outlook Neg
-------------------------------------------------------------------
Moody's Investors Service has downgraded its ratings for Sequa
Corporation, including the Corporate Family Rating (CFR) to Caa2
from Caa1 and the Probability of Default Rating (PDR) to Caa2-PD
from Caa1-PD.  The company's senior secured bank debt and senior
unsecured bond ratings were also downgraded, to Caa1 from B3 and to
Ca from Caa3, respectively.  The rating outlook is negative.

"The downgrades reflect a weakening liquidity profile driven by
expectations of negative free cash flow and concerns around a
further erosion in earnings", according to Eoin Roche, Vice
President and Moody's lead analyst for Sequa.  "In conjunction with
the ensuing elevated default risk, the highly leveraged balance
sheet calls into question the sustainability of the company's
capital structure", added Roche.

This is a summary of Moody's ratings and rating actions taken for
Sequa Corporation:

  Corporate Family Rating, downgraded to Caa2 from Caa1

  Probability of Default Rating, downgraded to Caa2-PD from
   Caa1-PD

  $200 million senior secured revolver due 2017, downgraded to
   Caa1 (LGD3) from B3 (LGD3)

  $1,268 million (outstanding) senior secured term loan due 2017,
   downgraded to Caa1 (LGD3) from B3 (LGD3)

  $350 million senior unsecured notes due 2017, downgraded to Ca
   (LGD 5) from Caa3 (LGD5)

Rating Outlook, revised to Negative from Stable

RATINGS RATIONALE

Sequa's highly leveraged balance sheet and weak cash flow profile
heighten the company's near-term default risk and increase the
likelihood of a requisite restructuring event in the next 12 to 18
months.  Sequa's liquidity profile has been tightening and is
expected to erode further over the forward period, with declining
cash balances ($44 million as of June 2015), constrained
availability under the revolving credit facility and heavy reliance
on its current $75 million receivables financing facility ($65
million outstanding as of June 2015) which matures March 2016.

As of June 2015, Debt-to-EBITDA on a Moody's adjusted basis was in
excess of 10x, and near-term deleveraging prospects are viewed to
be very limited given Moody's anticipation of continued earnings
weakness in the company's principal Chromalloy segment.  According
to Moody's, Sequa's independent engine repair business continues to
face a difficult operating environment with a surplus of spare
parts for many engine platforms and declining volumes on legacy
programs such as the KC-10 and United PW2000 creating significant
earnings and cash flow headwinds.  On-going restructuring and
impairment charges along with execution issues at the company's UK
Trac facility further complicate an already noisy earnings profile.
Efforts to mitigate these trends through an increased focus on OEM
licensed repair and new engine build have gained some traction but
have thus far been insufficient to offset the aforementioned
issues.  The combination of lower volumes on OEM-related work and
reduced volumes on certain legacy programs has resulted in lower
absorption of fixed over-head costs and a material weakening of
profitability.

These negative considerations are partially mitigated by Sequa's
well-established market position within its niche engine
repair/parts segment, and the company's long-standing customer
relationships and continued growth and stability in its Precoat
business.  The ratings further recognize the considerable barriers
to entry in the engine repair/parts segment resulting from
stringent FAA and OEM approval requirements.

The negative outlook reflects concerns about heightened default
risk given expectations of continued deterioration in the
Chromalloy segment, in particular, along with a tightening
liquidity profile over the next 2 to 4 quarters.

The rating could be downgraded again if earnings continue to
deteriorate or free cash flow remains negative and Sequa
subsequently becomes more reliant upon its currently undrawn
revolving facility.  Further deterioration in KC-10 related revenue
and/or a further deterioration in performance at the Trac facility
could also pressure the ratings downward.  At this time a rating
upgrade is unlikely; however, improved earnings and cash flows
coupled with Moody's-adjusted Debt-to-EBITDA sustained below 8x
could temper the negative bias and possibly warrant consideration
for a ratings upgrade.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.

Sequa Corporation, headquartered in Tampa, FL, is a diversified
industrial company operating in two business segments: Aerospace,
through Chromalloy Gas Turbine, and metal coating, through Precoat
Metals.  Sequa was purchased via a $2.8 billion LBO by affiliates
of Carlyle Partners V, L.P. (Carlyle) in December 2007.  Revenues
for the twelve months ended June 2015 were $1.3 billion.



SOUTHCROSS ENERGY: Moody's Lowers CFR to 'B2', Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Southcross Energy Partners,
LP's Corporate Family Rating to B2 from B1, Probability of Default
(PDR) to B2-PD from B1-PD, and senior secured term loan rating to
B2 from B1.  The outlook was changed to negative from stable.  The
SGL-3 Speculative Grade Liquidity Rating was affirmed.

Moody's also downgraded the ratings of Southcross Holdings Borrower
LP's (Holdings) ratings, which wholly owns the general partner (GP)
of Southcross.  Holdings' Corporate Family Rating was downgraded to
Caa1 from B2, Probability of Default Rating (PDR) to Caa1-PD from
B2-PD, and senior secured term loan rating to Caa1 from B2.
Holdings' SGL-3 Speculative Grade Liquidity Rating was affirmed.
The outlook is stable.

"These downgrades reflect the high financial leverage of both
Southcross and Holdings, a challenged commodity price environment
that will restrain volume growth around their respective asset
footprint, and the need for ongoing support from their private
equity sponsors to ensure adequate liquidity and covenant
compliance," commented Sajjad Alam, Moody's Analyst.  "While the
high proportion of fixed fee and minimum volume commitment
contracts will provide a base level of cash flows, volume growth
will materialize more slowly than previously expected in a tough
market environment leaving leverage elevated through 2016."

Ratings Downgraded:

Southcross Energy Partners, LP

  Corporate Family Rating, Downgraded to B2 from B1

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

  Senior Secured Bank Credit Facility, Downgraded to B2 (LGD-3)
   from B1 (LGD-3)

Southcross Holdings Borrower LP

  Corporate Family Rating, Downgraded to Caa1 from B2

  Probability of Default Rating, Downgraded to Caa1-PD from B2-PD

  Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD-4)
   from B2 (LGD-4)

Ratings Affirmed:

  Southcross Energy Partners, LP
   Speculative Grade Liquidity Rating, SGL-3

  Southcross Holdings Borrower LP
   Speculative Grade Liquidity Rating, SGL-3

Outlook Actions:

Southcross Energy Partners, LP
  Change to Negative from Stable

Southcross Holdings Borrower LP
  Stable Outlook

RATING RATIONALE

Southcross' B2 CFR reflects its limited scale, concentration in the
Eagle Ford Shale and Moody's expectation of continued high leverage
and challenging industry conditions through 2016.  Given the
uncertainty around future upstream spending levels, the company
will face elevated volume growth risks as it tries to expand its
cash flow base through organic initiatives and asset dropdowns from
Holdings.  The CFR also assumes continued support from Southcross'
private equity sponsors and our expectation that the partnership
will maintain a distribution coverage ratio near 1x in 2016.
Southcross' ratings benefit from its significant minimum volume
commitment contracts with upstream customers, fixed-fee and
fixed-spread contractual arrangements that mitigate commodity price
risk, and integrated midstream business model that helps earn fees
multiple times as it moves natural gas and NGLs from the wellhead
to end user markets.

Holdings' Caa1 CFR reflects its very high financial leverage and
structurally subordinated position to Southcross, in which Holdings
owns a 61% limited partnership (LP) stake as well as the 2% GP
interest.  The two-notch rating separation between the GP parent
and the MLP subsidiary reflects Holdings' extraordinarily high
leverage that may not improve until 2017.  The rating also
considers the discrete assets of Holdings which, notwithstanding
future dropdowns, will likely generate roughly 70% of Holdings'
cash flows through 2016.  However, as asset dropdowns are
completed, Holdings will become increasingly reliant on the
subordinated cash flow stream from Southcross.  The Caa1 rating
recognizes the execution risk associated with its growth capital
spending program through 2016 to develop and incubate assets for
future dropdowns.  The rating also incorporates ongoing sponsor
commitment to provide equity funding as needed, consistent with
recent support provided.

The SGL-3 rating at Southcross reflects adequate liquidity through
2016.  Southcross had $117 million outstanding on its $200 million
revolver as of June 30, 2015.  Borrowings will increase through
mid-2016 as the partnership continues investing in growth projects
despite a $50 capital commitment from its private equity sponsors.
The revolver requires leverage (debt/EBITDA) to be limited to 5.75x
on September 30, 2015, stepping down to 5.5x on Dec. 31, 2015, and
5.25x on September 30, 2016, and to 5x after December 31, 2016.
Given the slower than expected ramp up in EBITDA, Southcross will
likely be in violation of its leverage covenant through mid-2016.
However, Southcross has received sufficient equity investments from
its sponsors to provide the necessary equity cures as allowed for
in the debt agreement to keep Southcross in compliance.  Alternate
sources of liquidity for the partnership through potential asset
sales are limited.

Holdings should also have adequate liquidity through 2016,
reflected in the SGL-3 rating.  Moody's expects Holdings to get a
$125 million equity infusion from the PE sponsors to fund its
growth and dropdown plans through 2016.  There are no maintenance
financial covenants in Holdings' term loan agreement, and as a
result, the very high leverage at Holdings will not bring about an
acceleration of the term loan.  Moody's don't expect Holdings to
use its $50 million revolver in the near future, which only has a
springing financial covenant that gets triggered if availability
falls below 75%.

The negative outlook for Southcross reflects its high leverage and
the challenging industry environment.  Southcross' CFR could be
downgraded if leverage does not decline below 5.5x by the end 2016
as expected.  Moody's expects that Southcross will likely absorb
additional dropdowns from Holdings, and that these transactions
will be funded in a manner to reduce financial leverage.  If annual
EBITDA at Southcross approaches $150 million with leverage
remaining below 4.5x, Southcross could be upgraded.

An upgrade of Holdings will be contingent on a rating upgrade of
Southcross and significant debt reduction at the holding company.
Moody's would look for stand-alone leverage to trend towards 6x to
consider an upgrade.  Weak liquidity or a downgrade of Southcross'
CFR will likely trigger a downgrade for Holdings.

The B2 rating on Southcross' senior secured term loan facility
reflects its first-lien interest in substantially all of the assets
of Southcross.  The $450 million term loan and the $200 million
revolving credit facility at Southcross rank pari passu. Having a
single class of debt in the capital structure results in the term
loan being rated at the B2 CFR level under Moody's Loss Given
Default Methodology.

The Caa1 rating on Holdings' senior secured second-lien term loan
reflects the relatively small size of the first-lien $50 million
revolver in relation to Holdings' term loan, resulting in the term
loan being rated the same as the Caa1 CFR under Moody's Loss Given
Default Methodology.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010.

Southcross Energy Partners, LP is a midstream MLP headquartered in
Dallas, Texas.  Southcross Holdings Borrower LP wholly owns the
general partner of Southcross and is also headquartered in Dallas,
Texas.



SOUTHGOBI RESOURCES: TSX Delisting Review Extended Until Sept. 30
-----------------------------------------------------------------
SouthGobi Resources Ltd. on Aug. 30 announced the confirmation of
the extension to the Toronto Stock Exchange delisting review until
September 30, 2015.

As announced by the Company on July 29, 2015, a meeting of the
Continued Listing Committee of TSX was scheduled on August 25, 2015
and their decision was expected no later than August 28, 2015.

On August 28, 2015 the Company received confirmation from the
Committee that it will schedule a review meeting on September 28,
2015 and will defer its delisting decision as to whether the
Company has met the listing requirements of the TSX until September
30, 2015.

The Company believes the extension will provide sufficient time for
the implementation of the Proposed Funding Plan described in the
Management's Discussion and Analysis issued on August 13, 2015,
which will allow it to meet its short term financing needs, and
that it will be compliant with the continued listing requirements
of the TSX; however, no assurance can be provided that the Proposed
Funding Plan will be successfully implemented or to the outcome of
the remedial delisting review when it occurs and the Company's
Common Shares may become subject to delisting from the TSX.

If, at any time, the TSX becomes aware of additional negative
developments such that the continued trading or listing of the
Company's securities is contrary to the public interest, an
expedited review will be initiated.

For additional detail, please refer to the section "Liquidity and
Capital Resources" under the heading "TSX Financial Hardship
Exemption Application and Status of Listing on the TSX" in the MD&A
issued on August 13, 2015 and available on SEDAR at www.sedar.com

                      About SouthGobi

SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is
focused on exploration and development of its metallurgical and
thermal coal deposits in Mongolia's South Gobi Region.  It has a
100% shareholding in SouthGobi Sands LLC, a Mongolian registered
company that holds the mining and exploration licenses in Mongolia
and operates the flagship Ovoot Tolgoi coal mine.  Ovoot Tolgoi
produces and sells coal to customers in China.


STILLWATER MINING: S&P Raises Sr. Unsecured Debt Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
issue-level rating on Billings, Mont.-based Stillwater Mining Co.'s
senior unsecured debt to 'BB' from 'BB-'.  At the same time, S&P
revised the recovery rating on the debt to '1' from '2', indicating
its expectation for very high (90% to 100%) recovery in the event
of a payment default.  S&P's 'B+' corporate credit rating and
stable rating outlook on Stillwater Mining are unaffected.

The upgrade factors in S&P's notching framework for
speculative-grade issuers, which is based on the recovery rating.
The revised recovery rating reflects improved recovery prospects
for the unsecured debt following Stillwater's redemption of $30
million in revenue bonds in 2014, as well as a change in S&P's
revolving credit facility usage assumptions for recovery analysis.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P continues to assess recovery prospects for Stillwater's
      senior unsecured debt on the basis of a reorganization value

      of approximately $475 million.

   -- S&P's recovery analysis assumes that the company's
      $125 million ABL facility would be 65% drawn, with about
      $17.5 million of standby letters of credit.

   -- S&P assumes that the standby letters of credit will remain
      undrawn but ongoing contingent obligations.

Simulated default and valuation assumptions

   -- Year of default: 2019
   -- Distressed EBITDA at emergence: $75 mil.
   -- Implied EBITDA multiple: 5x
   -- Implied stressed valuation: $375 mil.
   -- Discrete asset valuation for Peregrine assets: $100 mil.

Simplified waterfall

   -- Estimated net EV (after 3% administrative costs): $461 mil.
   -- Estimated priority claims: $67 mil.
      -------------------------------------
      Estimated EV after priority claims: $394 mil.
      -------------------------------------
   -- Estimated senior unsecured claims: $402 mil.
   -- Senior unsecured debt rating: '1'
   -- Senior unsecured debt: 'BB'

Note: All debt amounts include six months of prepetition interest.

Ratings List

Stillwater Mining Co.
Corporate Credit Rating                B+/Stable/--

Upgraded; Recovery Ratings Revised

Stillwater Mining Co.
                                        To                From
Senior Unsecured                        BB                BB-
  Recovery Rating                       1                 2



STONEBRIDGE FINANCIAL: Bank Unit to Auctioned Off on October 22
---------------------------------------------------------------
Stonebridge Financial Corporation entered into an asset purchase
agreement with certain current stockholders of the Debtor, in which
they propose to acquire the stock of Stonebridge Bank, the sole
asset of the Debtor.

An auction sale of the bank will take place at the law offices of
Drinker Biddle & Reath LLP, One Logan Square, Ste. 2000 in
Philadelphia, Pennsylvania, on Oct. 22, 2015, at 9:300 a.m.
(Prevailing Eastern Time).

The total purchase price will be $550,000.  The stalking horse
bidders have already made a deposit of $55,000, which will be
refunded if the stalking horse bidders are not the successful
bidder at the auction, and will pay the remaining purchase price in
cash at closing.  The sale will be free and clear of all liens,
claims, and interest.

The proposed sale of the Debtor's assets to the stalking horse
bidders is subject to higher and better bids.  The initial overbid
must be in amount of at least $20,000, with subsequent overbids to
be in increments of $50,000.  Parties interested in submitting a
bid for the Debtor's asset must take these followings steps:

     1) Contact the Debtor's counsel to obtain a copy of the
arrangement between the Debtor and the stalking horse bidders;

     2) No later than Oct. 19, 2015, at 4:00 p.m. (prevailing
Eastern Time), provide the Debtor with a draft asset purchase
agreement, together with a back-line version marked to show changes
from the agreement;

     3) The bid will fully disclose the identity of each entity
that will be bidding for the asset or otherwise participating in
connection with the bid, and the complete terms of any such
participation;

     4) The bid will state that the bidding party consents to the
jurisdiction of the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania;

     5) The bid will include evidence of authorization and approval
from the bidder's board of directors with respect to the
submission, execution, delivery and closing of the purchase
agreement of the bidder;

     6) The bid will be accompanied by and provide the Debtor with
evidence of financial ability to consummate the purchase;

     7) At the time of submission of the bid, the bidder will
provide the Debtor with a good faith deposit of 10% of the bid,
refundable after closing with the successful bidder if the bidder
is outbid at the auction, provide, however, that if the bidder is
the successful bidder and falls to the consummate an approved sale
because of a breach or failure to perform on the part of such
successful bidder, the Debtor will not have any obligation to
return the good faith deposit deposited by the successful bidder,
and the good faith deposit will be irrevocably become property of
the Debtor; and

     8) Agree to appear in Court to participate in the auction.

The firm can be reached at:

  Drinker Biddle & Reath LLP
  Joseph N. Argentina, Jr.
  One Logan Square, Suite 2000
  Philadelphia, PA 19103-6996
  Tel: (215) 988-2700
  Fax: (215) 988-2757
  Email: Joseph.Argentina@dbr.com

                About Stonebridge Financial Corp.

Stonebridge Financial Corp. -- http://www.stonebridgebank.com--  
was formed in 1999 as the parent company to Stonebridge Bank. Based
in West Chester, PA, Stonebridge Bank serves commercial and retail
banking customers through its banking offices in West Chester and
Warminster.  In addition, Stonebridge Bank offers a complete range
of banking services at the branch locations and through its
website.

The Company filed for Chapter 11 bankruptcy protection on June 18,
2015 (Bankr. E.D. Penn. Case No. 15-14353).  Judge Eric L. Frank
presides the Debtor's case.  Joseph N. Argentina, Jr., Esq., and
Andrew Charles Kassner, Esq., at Drink Biddle & Reath LLP,
represent the Debtor.  The Debtor estimated assets of between
$500,000 and $1 million, and liabilities between $10 million and
$50 million.


SURGICAL SPECIALTIES: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including the 'B' corporate credit rating, on Surgical Specialties
Corp. (U.S.) Inc.  At the same time, S&P revised the outlook to
stable from negative.

"The outlook revision reflects the stabilization of the company's
business in the first half of 2015," said Standard & Poor's credit
analyst David Kaplan.  Financial performance through June 30, 2015,
was above S&P's prior expectations. More specifically, the company
experienced mid-single-digit sales growth, despite increased
competition in its Quill and OEM segment.  It also reflects S&P's
expectation that restructuring charges relating to the transition
of the company's U.S. manufacturing to Mexico are nearing
completion, leading to margin expansion in the coming quarters.
S&P expects EBITDA will be about $26 million for 2015,
approximately 5% higher than S&P's previous forecast.

S&P expects the company's revenue and EBITDA to grow in 2015 and
2016 and for the company to generate moderate free operating cash
flow, sufficient to cover its mandatory debt amortization
payments.

Surgical Specialties is a small manufacturer of wound closure
medical devices (sutures and needles), surgical blades, and related
materials.  Although the company has good positions in niche
specialties such as dentistry and ophthalmology, it competes with
much larger, better-capitalized firms such as Johnson & Johnson and
Covidien PLC.

S&P's business risk assessment reflects the company's limited scale
compared to peers, narrow business focus, product and customer
concentration (with the top five customers generating about 25% of
revenues), and the commodity-like low-technology nature of the
majority of its products.  S&P views the company's business risk
profile as "vulnerable".

The company focuses on niche specialties, such as dental and
ophthalmology which larger competitors are less focused on.

The stable rating outlook on Surgical Specialties reflects S&P's
expectation that the company will generate free operating cash flow
over 2015 and 2016, stemming from modest revenue growth and
material EBITDA margin expansion, helped by the conclusion of
restructuring charges relating to the transfer of production to its
manufacturing facility in Mexico.

Although unlikely, S&P could consider a lower rating if the company
experiences a material loss of market share or if disruptions to
its production facility occurs.  The company's profitability would
have to erode substantially, such that adjusted debt leverage would
increase to above 5x.  This could occur if gross margins contracted
by 15% coupled with a 10% decline in revenues.

S&P could raise the rating if the company increases its scale or
builds a more diverse and defensible product portfolio, prompting
S&P to consider revising its business risk assessment.  This would
likely result from a transformative acquisition.  S&P could also
raise the rating if it become convinced the company has adopted a
more conservative financial policy.



SYMETRA FINANCIAL: Moody's Reviews (P)Ba2 Rating for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the Baa3
senior debt and Ba1 (hyb) junior subordinated debt ratings of
Symetra Financial Corporation (Symetra; NYSE: SYA) as well as the
A3 long-term and P-2 short-term insurance financial strength (IFS)
ratings of Symetra's key life insurance operating subsidiary,
Symetra Life Insurance Company (Symetra Life). The rating action
follows the announcement by Sumitomo Life Insurance Company
(Sumitomo Life, A1 IFS, stable) of its proposed acquisition of all
the outstanding stock of Symetra for $3.7 billion of cash in a
transaction expected to close in the first half of 2016, subject to
regulatory and shareholder approvals.

RATINGS RATIONALE

Commenting on the announced transaction, Moody's Vice President --
Senior Analyst, Shachar Gonen said, "Following the acquisition by
Sumitomo Life, we expect Symetra's business strategy and risk
profile to remain essentially unchanged and the current management
team and other key employees to remain in place." The review for
upgrade of Symetra's debt ratings is driven by the acquirer being a
higher rated company and Moody's expectation that Sumitomo Life
would likely provide some level of support to Symetra's creditors
to protect Sumitomo Life's $3.7 billion investment. The review for
upgrade of Symetra Life's IFS ratings reflects the anticipated
improvement in Symetra's financial flexibility post-close as well
as its improving market position, solid capitalization and the
potential benefit from financial support by a higher rated ultimate
parent.

Moody's review will focus on the approval and execution of the
acquisition, ultimate organizational structure, and
financial/capital management plans for Symetra.

Moody's commented that Symetra's good credit profile reflects its
low financial leverage, strong capitalization and consistent and
good profitability. The rating is also supported by Symetra Life's
strong asset quality and relatively stable liability profile.
Moody's noted that Symetra is a consistent leader in the
bank-distributed fixed annuity market and medical-stop loss
insurance and has improved its relatively modest market position
with the establishment of a good presence in the fixed indexed
annuity (FIA) market over the past few years. The rating agency
commented that offsetting these strengths are the highly
interest-sensitive nature of Symetra Life's liabilities, including
deferred annuities and structured settlements. The company faces
continued pressure from spread compression and reinvestment risk in
the persistently low US interest rate environment.

RATING DRIVERS

The rating agency noted that if the transaction closes with the
currently planned ownership structure, Symetra Life's IFS rating
would likely be raised by one notch, while there is potential for
Symetra's debt ratings to be raised by up to two notches.
Conversely, if the transaction does not close, Symetra's and
Symetra Life's ratings would likely be confirmed.

In addition, Moody's said the following factors could place upward
pressure on Symetra's ratings: return on capital (ROC) consistently
above 6%; earnings and cashflow coverage at Symetra Financial
consistently greater than 6x and 4x, respectively. Conversely, the
following factors could place downward pressure on Symetra's
ratings: failure to maintain pricing discipline with growing sales
in new markets; ROC falls below 4%; consolidated financial leverage
at Symetra exceeds 30%; or earnings coverage of less than 4x.

The following ratings have been placed under review for upgrade:

  Symetra Financial Corporation -- senior debt at Baa3; junior
  subordinated notes at Ba1 (hyb); senior unsecured shelf at
  (P)Baa3; subordinated shelf at (P)Ba1; junior subordinated
  shelf at (P)Ba1; preferred shelf at (P)Ba2;

  Symetra Life Insurance Company -- long-term insurance
  financial strength at A3; short-term insurance financial
  strength at Prime-2.

Symetra Financial Corporation is a Bellevue-based, public company
that sells insurance and related financial products. At June 30,
2015, it reported consolidated GAAP assets of approximately $34
billion and consolidated GAAP shareholders' equity of about $3.2
billion. Symetra Life Insurance Company, its wholly-owned life
insurance subsidiary, reported total statutory assets of
approximately $29 billion and adjusted statutory capital and
surplus of about $2 billion at March 31, 2015.


THORNBURG MORTGAGE: Judge Rules Against RBC Capital
---------------------------------------------------
Judge George L. Russell, III, of the United States District Court
for the District of Maryland, in a memorandum opinion dated Aug.
26, 2015, denied RBC Capital Markets, LLC's motion for summary
judgment in the case filed by Joel I. Sher, Chapter 11 trustee for
Thornburg, Inc., arising from the repo transactions relationship
between RBC and Thornburg.

Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that Judge Russell has awarded the court-appointed trustee
$45 million in his crisis-era lawsuit against RBC, finding the bank
shortchanged the mortgage lender when it seized and subsequently
sold some of its assets.

According to the report, Judge Russell ruled that RBC Capital, the
investment-banking arm of Royal Bank of Canada, improperly sold the
assets backing repurchase agreements the mortgage lender had used
to fund its business.  RBC seized the mortgage securities after
Thornburg defaulted during the turmoil in mortgage market in August
2007, the report related.

The case is JOEL I. SHER, Plaintiff, v. RBC Capital Markets, LLC,
Defendant, CIVIL ACTION NO. GLR-11-1998 (D. Md.).

A full-text copy of Judge Russell's Decision is available at
http://is.gd/8bPbSMfrom Leagle.com.

Joel I. Sher, Plaintiff, represented by Daniel Joseph Zeller, Esq.
--  djz@shapirosher.com -- Shapiro Sher Guinot Sandler, Richard
Marc Goldberg, Esq. --  rmg@shapirosher.com -- Shapiro Sher Guinot
and Sandler, Eric R Harlan, Esq. --  erh@shapirosher.com -- Shapiro
Sher Guinot and Sandler, Joel I Sher, Esq. --  jis@shapirosher.com
-- Shapiro Sher Guinot & Sandler & Paul Mark Sandler, Esq. --
pms@shapirosher.com -- Shapiro Sher Guinot and Sandler.

RBC Capital Markets, LLC, Defendant, represented by Claudia
Callaway, Esq. -- claudia.callaway@kattenlaw.com -- Katten Muchin
Rosenman LLP, Brian Lee Muldrew, Esq. --
brian.muldrew@kattenlaw.com -- Katten Muchin Rosenman LLP, Bruce
Gordon Vanyo, Esq. -- bruce@kattenlaw.com -- Katten Muchin Rosenman
LLP & William Michael Regan, Esq. -- william.regan@kattenlaw.com --
Katten Muchin Rosenman LLP.

Joel I. Sher, Trustee, represented by Joel I Sher , Shapiro Sher
Guinot & Sandler.

                About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. was a
single-family residential mortgage lender focused principally on
prime and super-prime borrowers seeking jumbo and super-jumbo
adjustable rate mortgages.  It originated, acquired, and retained
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprised of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at
Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg
Mortgage.  Orrick, Herrington & Sutcliffe LLP served as special
counsel.  Jim Murray and David Hilty of Houlihan Lokey Howard &
Zukin Capital, Inc., served as investment banker and financial
advisor.  Protiviti Inc. served as financial advisory services.
KPMG LLP served as the tax consultant.  Epiq Systems, Inc., serves
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TIGER CAR WASH: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tiger Car Wash LLC
        3515 Route 1 South
        Princeton, NJ 08540

Case No.: 15-26276

Chapter 11 Petition Date: August 28, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Douglas T Tabachnik, Esq.
                  LAW OFFICES OF DOUGLAS T TABACHNIK, PC
                  Woodhull House Suite C   
                  63 West Main Street
                  Freehold, NJ 07728
                  Tel: 732-780-2760
                  Fax: 732-792-2761
                  Email: dtabachnik@dttlaw.com

Total Assets: $4.7 million

Total Liabilities: $5.87 million

The petition was signed by Marvin Ginsberg, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb15-26276.pdf


TWENTYEIGHTY INC: Moody's Retains Ratings Over Covenant Amendment
-----------------------------------------------------------------
Moody's Investors Service said that TwentyEighty, Inc.'s (B3,
stable) recent covenant amendment and equity investment to repay
revolver borrowings are credit positives as they greatly reduce the
risk of a near term covenant violation and provide incremental
liquidity.  Moody's notes there are no changes in its ratings on
the company.




ULTIMATE NUTRITION: Bank Seeks Probe on Missing Shake Ingredients
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that the
top executive at Ultimate Nutrition Inc., says he destroyed
millions of dollars of the shake supplement ingredients and other
raw materials before putting the company into bankruptcy last
year.

Executives at TD Bank N.A., which has been fighting the Connecticut
company over a $13 million loan, don't believe it and are calling
for an investigation into what happened to the ingredients,
speculating in recent court papers that they might have been "moved
off site," the report related.  Perhaps the ingredients never
existed in the first place but were used to "pump up" the company's
financial statements -- a move that would have enabled Ultimate
Nutrition to get access to a bigger loan, bank officials said,
according to the Journal.

Chief Executive Brian Rubino says he went to Ultimate Nutrition's
warehouse and got rid of roughly 40% of company's bank-monitored
inventory because of its "unsaleability," the Journal said, citing
documents filed in U.S. Bankruptcy Court in Hartford.  That move
cost the company $3.8 million, the Journal noted.

               About Ultimate Nutrition

Ultimate Nutrition, Inc., develops and distributes nutritional
supplements for body building, enhanced athletic performance and
fitness.  The products are sold worldwide in over 100 countries.
The business was founded in 1979 by the late Victor H. Rubino, one
of the top amateur power lifters in the United States at that
time.
The company has two facilities located in Farmington, Connecticut,
one product distribution center in New Britain, Connecticut and a
research and development center in West Palm Beach, Florida.

Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and
14-22403) on Dec. 17, 2014. On Dec. 19, 2014, the Court entered an
order directing the joint administration of the Debtors' cases for
procedural purposes.

The Debtors have tapped Pullman & Comley, in Bridgeport,
Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as
accountant; and Marcum LLP, as financial advisor.

Ultimate Nutrition disclosed $20,157,424 in assets and $19,885,142
in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three creditors of to
serve
on the official committee of unsecured creditors.  The Committee
has selected Lowenstein Sandler, LLP to serve as its counsel, and
Neubert, Pepe & Monteith, P.C. to serve as its local counsel.
GlassRatner Advisory & Capital Group LLC, serves as its financial
advisor.


UNITED DISTRIBUTION: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded United Distribution Group,
Inc.'s (UDG) corporate family rating to Caa1 from B3 and its
probability of default rating to Caa1-PD from B3-PD.  At the same
time, UDG's senior secured first lien credit facilities were
downgraded to B3 from B2, and its senior secured second lien term
loan was downgraded to Caa3 from Caa2.  The ratings downgrades
reflect the recent substantial deterioration in UDG's operating
results and credit metrics and the expectation they will remain
weak over the next 12 to 18 months.  The ratings outlook is
stable.

These actions were taken:

Issuer: United Distribution Group, Inc.

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

Outlook Actions:

  Outlook, remains at Stable

Issuer: United Central Industrial Supply

  Senior secured first lien credit facilities, Downgraded to B3,
   LGD3 from B2, LGD3;
  Senior secured second lien term loan, Downgraded to Caa3, LGD5
   from Caa2, LGD5.

Outlook Actions:

  Outlook, remains at Stable

RATINGS RATIONALE

The United Distribution Group's Caa1 corporate family rating
reflects its small size, high leverage, limited asset coverage,
acquisitive history and significant exposure to the oil & gas and
coal mining sectors, both of which have very weak short-term
prospects.  These factors are somewhat balanced by the company's
market position, effective cost management and the countercyclical
working capital needs and limited capital expenditure requirements
of the distribution business model.

The downgrade of UDG's ratings reflects the recent significant
deterioration in its operating results and credit metrics and the
expectation this will persist.  UDG has been impacted by lower coal
production and reduced oil & gas exploration and production
activity.  As a result, its adjusted EBITDA has declined by about
22% to $28 million during the first half of 2015 from $36 million
during the same period in 2014.  The weaker operating results have
weighed on UDG's credit metrics, with its leverage ratio
(Debt/EBITDA) rising to 6.7x and its interest coverage
((EBITDA-CapEx)/Interest Expense) declining to 1.2x.

The weak trends in UDG's business are expected to persist in the
near term.  Moody's expects coal production to remain weak and for
oil and natural gas exploration activity to remain soft as prices
improve only modestly over the next 12 to 18 months.  This will
limit the demand for UDG's products since it generates about 75% to
80% of its revenues from the coal mining and upstream energy
sectors.  Therefore, Moody's expects UDG's adjusted EBITDA to be in
the range of $50 million to $55 million in 2015 versus $70 million
last year.  This will keep UDG's credit metrics weak, with its
leverage ratio around 7.5x to 8.0x and its interest coverage at
about 1.0x.

UDG is expected to maintain sufficient liquidity given its low
capital needs and the likelihood it will generate cash from working
capital reductions.  The company had $12 million of cash and $26
million of borrowing availability on its $40 million revolving
credit facility as of June 30, 2015.  Availability on the revolver
should increase in the second half of 2015 as the company uses cash
generated from working capital reductions to pay down its revolver
borrowings.  UDG could potentially breach the 7.0x leverage
covenant on its first and second lien credit agreements during the
second half of 2015 since operating results will be weaker than
last year.  However, the company could cure any shortfall in EBITDA
with an equity investment.

UDG's stable outlook reflects Moody's expectation that its
operating results and credit metrics will improve moderately in
2016 as oil and natural gas prices slowly recover, the company
benefits from cost cutting initiatives implemented during 2015 and
revolver borrowings are reduced with free cash flow.  The stable
outlook also considers the resilience of the distribution business
model, which in a downturn should benefit from cash generated
through reduced working capital.

An upgrade of UDG is not likely in the near term, but could occur
if operating results improve substantially and lead to
significantly improved credit metrics.  This would include the
company's adjusted leverage ratio declining below 5.0x and its
interest coverage rising above 1.5x.

A downgrade could be triggered if UDG's leverage ratio is sustained
above 6.5x, its interest coverage declines below 1.0x or there is a
material contraction in liquidity.

The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 2011.

The United Distribution Group, Inc. (UDG) operates through two
wholly owned subsidiaries, United Central Industrial Supply, LLC
(UCIS) and GHX Holdings, LLC (GHX).  UCIS is a distributor of
industrial supplies and services mostly to the North American
underground mining industry and accounts for about 45% of UDG's
sales.  GHX is a fabricator and distributor of fluid transfer and
sealing products to the energy industry and other industrial end
markets and accounts for about 55% of UDG's sales.  UDG generated
$598 million in revenues for the 12-month period ended June 30,
2015.  American Securities is the majority owner of UDG.



UNIVERSAL HEALTH: Has Settlement With BankUnited; Sept. 24 Hearing
------------------------------------------------------------------
Soneet R. Kapila, Chapter 11 Trustee for the estate of Universal
Health Care Group, Inc., asks the U.S. Bankruptcy for the Middle
District of Florida to approve the settlement with BankUnited,
N.A., as administrative agent, wherein the bank will have an
additional allowed subordinated administrative claim in the amount
of $125,000 for substantial contribution, so that the total allowed
subordinated administrative claim for the bank is $800,000.

A preliminary hearing on the settlement is set for Sept. 24, 2015,
at 2:00 p.m.

The Chapter 11 Trustee believes that the proposed Settlement
represents a reduction in the asserted claim of $75,000.
BankUnited filed a motion for reimbursement of professional fees
and costs incurred in making a substantial contribution to the
Debtor's Chapter 11 case and a supplemental application, seeking to
recover $199,000 as a substantial contribution claim.

The Chapter 11 Trustee has confirmed an amended plan for the
Debtor.  As set forth in that Plan, and as a result of prior
settlements approved by the Court, BankUnited has an allowed
subordinated administrative claim for $675,000, which represents
funds contributed towards the confirmation of the Plan.  The Plan
provides that the subordinated administrative claim is subordinated
for payment purposes to allowed Chapter 11 administrative claims,
and is to be paid from post-petition recoveries pari passu with
allowed post-confirmation administrative claims of the liquidating
estate.

Judge K. Rodney May granted on June 3, 2015, the Chapter 11
Trustees' renewed motion to enlarge the Local Rule 3020-1(e)
deadlines consistent with order granting motion to extend time to
file avoidance actions, despite Wells Fargo Bank, N.A. and Wells
Fargo Securities, LLC's opposition.  The Court previously entered
an order granting the motion to extend the time to file avoidance
actions, enlarging the deadline for filing Chapter 5 causes of
action to Aug. 31, 2015.  All other deadlines required by Local
Rule 3020-1(e) have been extended to and including Aug. 31, 2015.


Judge May approved in an order entered on June 2, 2015, the
turnover of documents from the Debtor's counsel, Stichter, Riedel,
Blain & Prosser, P.A., to the Chapter 11 Trustee, who is authorized
to immediately disburse $461.97 to SRBP to pay for costs associated
with the production of the correspondence to the Chapter 11
Trustee.  

                       About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing on
Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew its
operations of offering Medicare plans to more than 37,000 members
to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in a
receivership. Universal Health Care estimated assets of up to$100
million and debt of less than $50 million in court filings in a
Tampa, Florida.  Harley E. Riedel, Esq., at Stichter Riedel Blain
& Prosser serves as counsel to the Debtor

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


UNIVITA HEALTH: Files Chapter 7 Liquidation Case
------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that Florida Medicaid manager and health-care provider,
Univita Health Inc., has filed for chapter 7 bankruptcy protection
as it faces a class-action lawsuit from employees after its
contract with the state was ended and it shut down.

According to the report, the company filed for chapter 7 --
indicating its intention to liquidate -- on Aug. 28 with the U.S.
Bankruptcy Court in Wilmington, Del., after fully halting service
to millions of Florida patients Aug. 12, according to the state's
Agency for Health Care Administration website.


USA DISCOUNTERS:  Sept. 1 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on September 1, 2015, at 10:00 a.m. in the
bankruptcy case of USA Discounters, Ltd..

The meeting will be held at:

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

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

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

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

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



USA DISCOUNTERS: Final Cash Collateral Hearing Set for Sept. 18
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave USA
Discounters, Ltd., et al., interim authority to use cash collateral
securing their prepetition indebtedness.

The Debtor is party to a loan and security agreement, dated oct. 3,
2013, with Wells Fargo Bank, N.A., as agent, in the original
principal amount of $85.0 million.  As of the Petition Date, the
outstanding principal amount of all Obligations owing by the Debtor
to the Secured Parties under and in connection with the Prepetition
Credit Documents was approximately $59,983,291.

On Aug. 26, the Court conducted a hearing on the Motion.  At the
hearing, the Court offered comments regarding the proposed order.
The Debtors and the Prepetition Agent revised the proposed order to
reflect the comments of the Court and the comments provided prior
to the hearing by the U.S. Trustee.

A final hearing on the motion will be held on Sept. 18.  Any
response or objection to the Motion must be filed on or before
Sept. 11.

A full-text copy of the Interim Cash Collateral Order with Budget
is available at http://bankrupt.com/misc/DISCccord0828.pdf

                      About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.


USA DISCOUNTERS: Must Show Cause Why Venue Should Not Be Moved
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware issued an order directing USA Discounters
LTD., et al., to show cause in a hearing scheduled for Sept. 18,
2015, at 1:00 p.m., why the venue of the Chapter 11 cases should
not be transferred to the Eastern District of Virginia, the
District of Colorado, or some other appropriate venue.

                      About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.


VAN DYKE PUBLIC: Moody's Affirms Ba1 Rating; Outlook Positive
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating of Van Dyke
Public Schools, MI.  The previously assigned negative outlook has
been revised to positive.  The Ba1 rating and positive outlook
apply to $32.2 million of outstanding rated general obligation
unlimited tax (GOULT) debt.

SUMMARY RATING RATIONALE

The Ba1 rating continues to reflect the district's weak overall
credit profile highlighted by its very high debt burden, challenged
tax base and demographic characteristics, and annually declining
student enrollment.

OUTLOOK

The revision of the outlook to positive from negative reflects the
strides the district has made in recent years to rectify its once
deficit General Fund balance, primarily through aggressive
expenditure reductions.  While the ability to sustain satisfactory
reserves over the long-term remains questionable, given limited
revenue raising and future expenditure reducing flexibility,
continued improvement to the district's finances may lead to upward
rating movement.

WHAT COULD MAKE THE RATING GO UP

  Material improvement to the district's tax base valuations
   and/or wealth indices

  Sustained increase in General Fund reserves and liquidity
  Stabilizing student enrollment trends
  Moderation of the district's debt profile and/or pension
   Exposure

WHAT COULD MAKE THE RATING GO DOWN

  Deterioration of General Fund reserves and/or liquidity
  Persistent declines in student enrollment
  Further increases to the district's very high debt burden

OBLIGOR PROFILE

Van Dyke Public Schools is located in Macomb County, just north of
Detroit.  The district provides pre-kindergarten through twelfth
grade education, serving parts of the cities of Warren and Center
Line.  The district's fiscal 2015 blended enrollment was 2,736.

LEGAL SECURITY

The district's outstanding rated bonds are secured by the pledge
and authority to levy a dedicated, voter-approved property tax
levy, unlimited as to both rate and amount, to pay debt service.

USE OF PROCEEDS

Not applicable.

Principal Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



WBH ENERGY: Defends Chapter 11 Reorganization Plan
--------------------------------------------------
WBH Energy LP defended its proposed plan to exit bankruptcy over an
accusation by the Office of the U.S. Trustee that it doesn't
provide for the treatment of unsecured claims.

In a filing with the U.S. Bankruptcy Court for the Western District
of Texas, the oil company said the plan proposes to create a trust
for the liquidation of some of its assets, adding that each general
unsecured creditor will receive a pro rata share of those assets.

The trust assets include cash in the amount of $225,000 that WBH
Energy will receive and those it will recover through avoidance
actions.

WBH Energy also defended its restructuring plan against the
unsecured creditors' committee, which had earlier expressed concern
that there wouldn't be available funds to pay unsecured claims.  

To allay the committee's concerns, WBH Energy agreed that
administrative claims will be paid from a reserve and not from the
$225,000 it will receive, according to court filings.

The proposed plan also drew objections from CL III Funding Holding
Company LLC and creditors asserting secured claims against the oil
company.

CL III Funding said it opposes any move to transfer to the trust
"causes of action" that it offered to purchase from WBH Energy.

Orr Construction Inc. and EOG Resources Inc. complained that the
proposed plan did not specify how their secured claims will be
treated.  Meanwhile, U.S. Energy Development Corp. questioned the
classification of its claim, saying it should be classified as a
senior secured claim under the plan.

On June 22 this year, WBH Energy filed a joint plan of
reorganization for the company and its affiliates WBH Energy
Partners LLC and WBH Energy GP, LLC.

Although styled as a "joint plan," the proposed plan consists of
three separate plans.  For purposes of voting and making
distributions, votes will be tabulated separately for each company
and distributions will be made separately to each class.

Under the joint plan, claims against and interests in each of the
companies is classified into eight classes.  

Priority claims will be paid in cash on the effective date of the
plan or after they are allowed.

CL III Funding's secured claim on account of the loan it provided
to get the companies through bankruptcy as well as its senior
secured claims will be satisfied and released in full in exchange
for its credit bid.

A copy of the latest version of the joint plan and the creditors'
trust agreement can be accessed for free at:

   http://bankrupt.com/misc/WBHEnergy_Plan082615.pdf
   http://bankrupt.com/misc/WBHEnergy_CTA082615.pdf
   
                         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.


WESLEY HOMES: Fitch Cuts Rating on 2007A Housing Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on the approximately $42
million Washington State Housing Finance Commission nonprofit
housing revenue bonds series 2007A issued on behalf of Wesley Homes
(WH) to BB+ from 'BBB-'.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The bonds are secured by a gross revenue pledge, mortgage pledge
and debt service reserve fund of the obligated group (OG).

KEY RATING DRIVERS

INCREASED DEBT BURDEN: The rating downgrade reflects a further
increase in WH's debt burden that was expected during Fitch's last
review in November 2014 in addition to the risks associated with a
planned repositioning project that can pressure operations. WH
secured another $14 million bank loan that is expected to be used
for the beginning phases of a major repositioning project at WH's
Des Moines facility. Of WH's total debt - $24 million is in a draw
down mode and although only $5.5 million has been drawn to date,
the full amount of bank loan has been incorporated in Fitch's
analysis given the ability to draw the full amount.

WEAK LIQUIDITY: Liquidity metrics continue to be weak for the
rating category and have been one of Fitch's main credit concerns.
Unrestricted cash and investments totalled $24.3 million at June
30, 2015 with 253 days cash on hand and cash to proforma debt of
only 35% compared to 'BBB' category medians of 408 and 60.2%.

SOLID OCCUPANCY: Occupancy at WH's Lea Hill campus remains very
strong with almost 100% occupancy in its ILUs. Occupancy at the WH
Des Moines campus is weaker and as of July 2015, occupancy was
90.6% in the ILUs, 88.7% in the ALUs, and 86.8% in the SNF. The Des
Moines campus is in need of a repositioning and some units have
remained vacant or converted to rentals to prepare for the project.


MAJOR CAPITAL PROJECTS ON THE HORIZON: WH has significant capital
plans that include a major rebuilding of the Des Moines campus and
two start-up continuing care retirement communities (CCRCs) on land
owned in Puyallup and Renton. The current OG debt is callable
January 2018 and management intends to restructure the current OG,
and these major capital projects will either be financed outside
the OG or part of an OG restructuring. Fitch will assess these
plans as they are finalized.

RATING SENSITIVITIES

FINANCING OF UPCOMING PROJECTS: Financing plans for the various
projects remain in flux and Fitch will assess the impact on the
rating as plans are finalized.

CREDIT PROFILE

WH consists of two CCRCs, Wesley Homes Des Moines (WHDM) and Wesley
Homes Lea Hill (WHLH). WHDM is a Type B CCRC located in Des Moines,
WA (approximately 20 miles south of Seattle) with 68 independent
cottages, 245 ILUs (apartment style), 39 ALUs, and 148-bed SNF.
WHLH is a Type C CCRC located in Auburn, WA (approximately 10 miles
southeast of WHDM) with 22 village homes, 104 ILUs (apartment
style), 32 ALUs and 16 memory care units and offers a fully
refundable entrance fee model. In fiscal 2014 (Dec. 31 fiscal
year-end), total revenue for the consolidated entity was $38
million. The OG includes the two CCRCs and the corporate parent.
The OG accounted for 87.7% of consolidated assets and 91% of
consolidated revenue in 2014. The financial metrics cited in this
report are for the consolidated entity.

Solid Occupancy

Occupancy is much stronger at WHLH with ILU occupancy averaging
99.6% in the ILUs for the seven months ended July 31, 2015 compared
to the ALUs with 92.3%. Occupancy at WHDM is still solid but lower
at 90.7% for ILUs, 92.1% for ALUs, and 90.2% of SNF for the seven
months ended July 31, 2015.

Adequate Financial Profile for Rating Level

The rating downgrade is driven primarily by the additional leverage
and WH's continued weak liquidity in addition to the risks
associated with a planned repositioning project, however, WH's
profitability and debt service coverage are solid for its rating
level.

Through the six months ended June 30, 2015, operating ratio was
very strong at 93.4% compared to 100.8% in 2014 and 96.7% in 2013.
Fiscal 2014 performance was impacted by $2 million of bad debt
expense related to an increase in reserves for billing and
collection issues at its home health division and WHDM SNF. Rate
increases have been steady and was 3% in 2014 and budgeted to be
3.5% in 2015.

Turnover entrance fees are primarily from WHDM and totaled $1.9
million in 2014, $2.7 million in 2013, and $3.2 million in 2012 and
were $758,000 through the six months ended June 30, 2015. Fitch
used MADS of $4.8 million, which assumes the full draw down on the
bank loans over a 30-year amortization period (per bank documents).
Debt service coverage (calculated by Fitch) was 1.8x through the
six months ended June 30, 2015, 1.3x in 2014 and 1.5x in 2013. Per
MTI covenant calculations, debt service coverage by the OG was
2.92x for the 12-month rolling period ended June 30, 2015 and 1.95x
in 2014.

Major Capital Projects

WH is constructing a 36 bed SNF at WHLH. The project and start up
budget is $12 million with up to $10 million funded from the series
2014 note and the remainder from philanthropy, which has already
been raised. The project is expected to be complete by January 2016
and management does not expect the full $10 million bank loan will
be utilized.

Other major capital projects include a repositioning of the WHDM
campus and two potential start up CCRCs in Puyallup and Renton. The
Des Moines project is slow in getting started and would be
completed in phases, as it would require demolishing the south side
of the campus and rebuilding the ILU, ALU, and SNF. Management
expects to use the 2015 bank loan to fund the start of the project
with the demolition of nine cottages and building 15 replacement
cottages, which is scheduled to start in 2016.

Management indicated that the Puyallup start up CCRC will move as
quickly as financing is available and several options are being
explored including standalone financing. Fitch will monitor these
developments; however, a feasibility study has not been completed
yet.

There has been no progress on the Renton start up CCRC.

Debt Profile

Total debt outstanding including the entire drawdown of both bank
loans is approximately $70 million. The $10 million series 2014
note is with Washington Federal and has an initial 10-year period
and the $14 million series 2015 note is with Washington Federal and
has an initial 5 year period. There are some additional covenants
in bank loans. WH was in compliance with all bond and bank
covenants as of June 30, 2015.



WEST JEFFERSON MEDICAL: Moody's Cuts Rating on $136.2MM Debt to Ba2
-------------------------------------------------------------------
Moody's Investors Service downgrades West Jefferson Medical
Center's (WJMC) bond rating to Ba2 from Baa2 on $136.2 million of
outstanding debt issued through Jefferson Parish Hospital Service
District No. 1.  The rating is placed under review for downgrade.

SUMMARY RATING RATIONALE

The downgrade to Ba2 is based on WJMC's material and precipitous
downturn in operating performance in FY 2014 (operating cash flow
margin of 2.4%) after three consecutive years of stronger results.
The drop is largely due to a downturn in volumes following a
protracted period of partnership negotiations with another local
health system in a quickly consolidating market.  The losses in FY
2014 resulted in in a violation of the debt service coverage
covenant and a decline in liquidity.  The deterioration in
operating performance also resulted in a revision of the purchase
price of the pending negotiations.  Weakened performance continues
through the first quarter of FY 2015 with an operating cash flow
margin around 2%.  Moody's expects continued decline in absolute
and relative cash measures based on the current constrained cash
flow generation which is presently insufficient to fully cover debt
service.

The Ba2 rating reflects the essential services provided by WJMC and
its array of services.  A further downgrade is precluded at this
time given the very recent approval of the action plan to
turnaround performance and the conservative nature of the
hospital's debt structure.  Moreover, covenants are measured
annually at the end of the fiscal year (December 31) which gives
WJMC some time to address its financial challenges.  WJMC is also
in the final stages of completing the lease agreement with a larger
partner which includes a proposal to legally defease the hospital's
debt.

OUTLOOK

The rating is under review for downgrade based on the current
constrained cash flow that is insufficient to fully cover debt
service.  If unaddressed the financial erosion will pressure
already below-average liquidity balances.  Furthermore,
negotiations with the potential partner are quickly approaching a
new deadline, Sept. 30, 2015, after which the partner can terminate
the proposed transaction without penalty.

Moody's review will focus on management's plan to address the
challenged financial performance and liquidity decline, as well as
the execution of the proposed lease agreement with evidence of a
planned legal defeasance of the outstanding debt.

WHAT COULD MAKE THE RATING GO UP

   -- Absent an external event, not including legal defeasance, an

      upgrade would be dependent on a material turnaround in
      operating performance and restructuring of the organization
      to reduce cost

WHAT COULD MAKE THE RATING GO DOWN

   -- Further delay or inability to execute the pending lease
      agreement and failure to evidence the legal cash defeasance
      of the bonds
   -- Continued volume declines and failure to improve cash flow
      to a level that supports debt service
   -- Further weakening of liquidity position that dilutes cash-
      to-debt

OBLIGOR PROFILE

WJMC is a publicly-owned, not-for-profit community hospital
established by the Jefferson Parish Hospital District No. 1, and is
a political subdivision of the state.  WJMC is a 435-licensed bed
acute care hospital.  The financial statistic above include other
subsidiaries, including physician clinics, medical office buildings
and health and fitness centers.

LEGAL SECURITY

The bonds are secured by a pledge of revenues as defined in the
bond documents.  A debt service reserve fund exists for Series
2011A bonds.

USE OF PROCEEDS

Not applicable.

RATING METHODOLOGY

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.



WESTWAY GROUP: S&P Lowers Senior Secured Project Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its senior
secured project rating on Westway Group LLC to 'B+' from 'BB-'.
S&P removed the rating from CreditWatch, where it placed it with
negative implications on May 1, 2015.  The outlook is negative. The
recovery rating is unchanged at '3', which reflects "meaningful"
recovery (50% to 70%; lower end of the range) if a default occurs.

The downgrade stems mainly from a revision of S&P's financial
forecast.  S&P had previously believed that the project would have
minimum debt service coverage ratios (DSCR) of around 1.7x.  Now,
S&P expects that 2015 and 2016 DSCRs will be somewhat lower due to
higher capital spending and a deferral of certain revenues
associated with new expansion projects.  Furthermore, S&P believes
post-maturity DSCRs will be lower as well, with a minimum of about
1.4x in 2021.

"We've also excluded the large Grays Harbor project from our
forecast, as we believe that regulatory hurdles may postpone it for
several years beyond our original expectations," said Standard &
Poor's credit analyst Michael Ferguson.

Westway's operational performance at existing facilities has been
in line with S&P's expectations, and it anticipates that
utilization will be around 94%.  The company has made progress on a
number of expansion projects at various locations.  One project in
Baltimore, Md., began generating revenue in the second quarter of
2014, and another in Stockton, Calif. began generating revenue in
March 2014.

The negative outlook on the rating reflects the possibility that
the operational challenges on new developments could persist,
resulting in DSCRs weaker than S&P's base case expectations of 1.7x
in the term loan B period and 1.4x in the post-maturity period.



WINDMILL RUN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Windmill Run Associates, Ltd.
        300 Silverleaf Drive
        Sweeny, TX 77480

Case No.: 15-80319

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: August 29, 2015

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

Judge: Hon. Letitia Z. Paul

Debtor's Counsel: Edward L Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  Galleria Tower II
                  5051 Westheimer, Suite 1200
                  Houston, TX 77056
                  Tel: 713-977-8686
                  Fax: 713-977-5395
                  Email: rothberg@hooverslovacek.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frank Fonseca, president, operating
G.P., Windmill Run Development, Inc.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb15-80319.pdf


ZLOOP INC: Has Interim Approval to Use Cash Collateral
------------------------------------------------------
ZLOOP, Inc., et al., received from U.S. Bankruptcy Judge Kevin J.
Carey an interim order authorizing the use of cash collateral.

The Court will convene a final hearing on the use of cash
collateral on Oct. 14, 2015 at 2:00 p.m.  Objections are due Oct.
Sept. 14, 2015.

Stuart M. Brown, Esq., at DLA Piper LLP (US), explains that ZLOOP
never executed or delivered to either Kendall Garrett Mosing or E
Recycling Systems, LLC ("ERS") a grant of a security interest.
Neither Mosing nor ERS is party to an account control agreement
with ZLOOP and One Community Bank respecting Debtors' Bank
Accounts.  Accordingly, neither Mosing nor ERS holds a security
interest in any of the Debtors' property, and even if such a
security interest does exist, neither Mosing's nor ERS's alleged
security interest is perfected.

Out of an abundance of caution, however, the Debtors are seeking
authorization to use Cash Collateral, to the extent Mosing or ERS
asserts a secured interest in the Debtors' Cash Collateral, to
ensure there are no unnecessary interruptions to the Debtors'
operations that would cause immediate and irreparable harm to the
Debtors and their entities.

Mr. Brown asserts that because neither Mosing nor ERS holds a
valid, enforceable, perfected and unavoidable security interest in
the Debtor's cash collateral, neither is entitled to adequate
protection.

A copy of the Interim Order is available for free at:

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

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

    http://bankrupt.com/misc/ZLOOP_1st_Day_Affidavit.pdf

                         About ZLOOP, Inc.

ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del.) on Aug. 9, 2015.  The Debtors have sought and
obtained an order granting joint administration of their Chapter 11
cases, with the docket to be maintained at the docket for ZLOOP,
Case No. 15-11660.

ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.

The Debtors tapped DLA Piper LLP as counsel.

As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.


ZLOOP INC: Schedules and Statements Due Sept. 9
-----------------------------------------------
ZLOOP, Inc., and its affiliated debtors sought and obtained a
30-day extension until Sept. 9, 2015, of the deadline to file their
schedules of assets and liabilities.  The order is without
prejudice to the Debtors' right to seek further extensions.

The Debtors sought a 30-day extension until Sept. 23 of the
deadline to file those documents.  In seeking an extension, Stuart
M. Brown, Esq., at DLA PIPER LLP (US), explained that the Debtors'
employees, officers and professionals have been focused on
assisting the Debtors with respect to numerous motions filed with
the Court in the early days of the Chapter 11 cases, including the
Debtors' efforts to file a plan of reorganization at the outset of
these cases.  In light of this and other critical matters, and the
volume of material that must be compiled and reviewed by the
Debtors' officers and professionals in order to complete the
Schedules and Statements, there is more than ample "cause" for
granting the requested extension, Mr. Brown told the Court.

                         About ZLOOP, Inc.

ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del.) on Aug. 9, 2015.  The Debtors have sought and
obtained an order granting joint administration of their Chapter 11
cases, with the docket to be maintained at the docket for ZLOOP,
Case No. 15-11660.

ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.

The Debtors tapped DLA Piper LLP as counsel.

As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.


[*] Polsinelli Launches Report on Healthcare Sector Distress
------------------------------------------------------------
Calling it a "roadmap for healthy companies to avoid financial
distress," Polsinelli on Aug. 12 announced the launch of the first
ever Polsinelli/TrBK Healthcare Distress Report: Causes of
Healthcare Distress in 2014.  The report is based on the data used
to calculate the Polsinelli/TrBK Healthcare Services Research Index
and examines the top causes of healthcare business bankruptcies in
2014.

"We are confident that this report will provide valuable insights
about success and failure in the healthcare industry," said Bobby
Guy, a Polsinelli Shareholder who joined the firm in April along
with attorney and colleague Robert Dempsey, a co-author on the
report.  "We believe this is the only study of its kind looking at
distress in the healthcare industry; other information often
pre-dates the implementation of the Affordable Care Act, and with
the healthcare industry changing rapidly, it is critical to look at
the industry as it exists now."

The top six causes of healthcare distress identified in the report
are:

   -- Tort Litigation
   -- Payment Delay
   -- Bad Merger/Overexpansion
   -- Labor/Employee Litigation
   -- Management Issues
   -- Reimbursement Changes

While Tort Litigation and Payment Delay were cited most often by
struggling companies, Bad Merger/Overexpansion, Labor/Employee
Litigation, Management Issues, and Reimbursement Changes all tied
for third place.  The full report discusses a total of 17 causes
cited by healthcare companies filing Chapter 11 in 2014.

To be included in the report, a healthcare company must have assets
greater than $1 million dollars, be an entity rather than an
individual, and select the "Healthcare Business" designation on its
initial Chapter 11 petition (a designation that generally fits
companies providing patient services).  U.S. filings by municipal
hospitals or by affiliates of international companies that fit
these criteria are also counted in the Healthcare Index, but
involuntary bankruptcy filings (where creditors, rather than the
company itself, initiate the Chapter 11 filing) are excluded.

The Polsinelli/TrBK Healthcare Services Distress Index, on which
the report is based, is a quarterly research index that uses
Chapter 11 bankruptcy filing data as a proxy for measuring
financial distress in the healthcare services sector.  The index is
likely to be a contrarian indicator of economic performance, so
that a high index value reflects increasing financial distress in
the sector.  The index tracks the increase or decrease in
comparative Chapter 11 filings for prior quarters and years, based
on a rolling fourquarter average.

"We are very excited about what the data reveals," said Bobby Guy.
"The biggest surprise for researchers was how many different causes
were identified by the healthcare companies in the report. With
this much change going on in healthcare, there's a lot of
opportunity, but there's also a lot of risk. It's a thrilling --
and dangerous -- world in the healthcare industry right now."

A copy of the executive summary of the report is included with this
email and a copy of the report may be obtained by request.

The research results were compiled by a team of 10 attorneys from
three different specialties -- healthcare, corporate mergers &
acquisitions, and bankruptcy.  The report was then reviewed by the
Index Committee, including a statistics professional and a
financial professional.

Bobby Guy is available to discuss the findings of this report with
the media.

                       About Polsinelli

Polsinelli -- http://www.polsinelli.com-- is an Am Law 100 firm
with 750 attorneys in 18 offices, serving corporations,
institutions, entrepreneurs and individuals nationally.  Ranked in
the top five percent of law firms for client service and top five
percent of firms for innovating new and valuable services, the firm
has risen more than 100 spots in Am Law's annual firm ranking over
the past six years.  Polsinelli attorneys provide practical legal
counsel infused with business insight, and focus on health care,
financial services, real estate, life sciences and technology, and
business litigation.  Polsinelli attorneys have depth of experience
in 100 service areas and 70 industries.



                            *********

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 ***