TCR_Public/150916.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, September 16, 2015, Vol. 19, No. 259

                            Headlines

100 MONTADITOS: Bankruptcy Exit Possible in Nov. Following Accord
ABB/CON-CISE OPTICAL: Moody's Lowers Corp Family Rating to B3
ACADIA HEALTHCARE: Moody's Extends B3 Rating to Sr. Note Add-On
ACADIA HEALTHCARE: S&P Affirms 'B-' Rating on 2023 Unsecured Notes
ALFRED MCZEAL: Dismissal of Chapter 11 Case Affirmed

ALGECO SCOTSMAN: Moody's Changes Rating Outlook to Negative
ALLIED SYSTEMS: Judge Denies Confirmation of Chapter 11 Plan
AMERICAN EAGLE ENERGY: Court Approves BMC as Noticing Agent
AMERICAN EAGLE ENERGY: Court Approves Hein & Assoc. as Accountants
ANDEANGOLD LTD: Continues Search for New Chief Financial Officer

ARGENTINA: Creditors Want to Access to $539MM Held at BoNY
ATLAS FINANCIAL: A.M. Best Affirms 'B' Financial Strength Rating
BAHA MAR: Creditors Win Dismissal of Chapter 11 Cases
BERNARD MADOFF: Court Explains Ruling on Investors' $18MM Fees
BEST LIFE: A.M. Best Hikes Issuer Credit Rating from 'bb+'

BLACK ELK ENERGY: Files Voluntary Chapter 11 in S.D. Texas
BON-TON STORES: Posts $39.5 Million Net Loss for Second Quarter
BRIDGEVIEW DEVELOPMENT: Mannion to Hold Public Sale on Sept. 18
CAESARS ENTERTAINMENT: Seeks Injunction on Four Bondholder Suits
CAESARS ENTERTAINMENT: Seeks to Appeal Bond Ruling

CAL DIVE: Gets Bankruptcy Court OK to Hire Execs as Consultants
CANDAX ENERGY: Geofinance Extends Waiver Thru Sept. 18
CHECKOUT HOLDING: S&P Lowers CCR to 'B-' on Weak Credit Metrics
CHRYSLER GROUP: Judge Says Bailout May Have Been Unnecessary
CJ HOLDING: Moody's Lowers Corp. Family Rating to B3

COLT DEFENSE: Says Creditors' Suit Will Ruin Settlement Talks
COMMUNITY MEMORIAL: Moody's Affirms Ba2 Rating on 2011 Rev. Bonds
COMPUCOM SYSTEMS: Moody's Lowers CFR to B3, Outlook Still Neg.
DELTA AIR: Fitch Raises Issuer Default Rating to 'BB+', Outlook Pos
DUNE ENERGY: Chevron and EnerVest Balk at Plan Liability Releases

ENDEAVOUR INT'L: Creditors Say "NO" to Dismissal, Want Trustee
ENERGY FUTURE: Defends Pact With Creditors for Plan Support
ENERGY FUTURE: Hearing on Creditor Deal to Exclude Plan Attacks
FILMED ENTERTAINMENT: Still in Discussion with Potential Buyer
FISKER AUTOMOTIVE: Court Trims Investors' Suit Against Exec

GARLOCK SEALING: Slammed Over Bid for Asbestos Payout Information
GENERAL MOTORS: Duel with Ignition Switch Plaintiffs
GENWORTH FINANCIAL: S&P Affirms 'BB-' CCR, Off CreditWatch
GT ADVANCED: Hearing on Equity Panel Appointment Moved to Oct. 16
HAGGEN FOOD: Gets Interim OK to Obtain $215 Million DIP Financing

HANGER INC: Moody's Withdraws Ratings Amid Fin'l Reports Delay
HARVEST OPERATIONS: Moody's Lowers CFR to Caa1, Outlook Neg.
HD SUPPLY: CEO of Facilities Maintenance Unit Steps Down
HD SUPPLY: CEO of Waterworks Division Steps Down
HEALTHCARE REALTY: Moody's Hikes Sub Debt Shelf Rating From (P)Ba1

HEALTHSOUTH CORP: Moody's Rates New $300MM Unsecured Notes 'B1'
HELLAS TELECOMM: Noteholders Trustee Can Rework $565MM PE Suit
HENNIGES AUTOMOTIVE: Moody's Withdraws All Ratings
HEXION INC: S&P Affirms 'CCC+' CCR & Revises Outlook to Stable
HHH CHOICES: Names Harter Secrest as Legal Counsel

HILL-ROM HOLDINGS: Moody's Assigns 'Ba2' Corp. Family Rating
HOST HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
HOVENSA LLC: Files for Ch. 11 Following U.S. Virgin Island Suit
HOVNANIAN ENTERPRISES: Incurs $7.7 Million Net Loss in Fiscal Q3
HS GROUP: S&P Assigns 'B' CCR & Rates $300MM 1st Lien Loan 'B'

JOE'S JEANS: To Sell Joe's Brand, Operating Assets for $80 Million
K S SPORTS: Case Summary & Largest Unsecured Creditor
KCG HOLDINGS: Moody's Keeps B1 CFR Amid Weak Profits
LAMAR ADVERTISING: Moody's Raises CFR to 'Ba2'
LEHMAN BROTHERS: Abbey Claims Against E&Y Tossed

LEHMAN BROTHERS: Court Won't Dismiss $150MM Swap Suit v. FHLB
LIFE PARTNERS: Trustee Files $41 Million Fraud Suit vs CEO
LOCAL CORP: Seeks Approval to Resolve Value of Fast Pay Claim
MEDIAOCEAN LLC: S&P Assigns 'B' CCR & Rates $20MM Loan 'B'
MIDWAY GOLD: $369,000 KERP Approved for 7 Key Employees

MOLYCORP INC: Gets Nod to Pay 19 Employees Working at Calif. Mine
MORGAN DREXEN: CEO to Pay $582,952 to CFPB on Illegal Fee Claims
NATURAL PORK: Plan Mediation to Conclude by Month's End
NEUSTAR INC: Moody's Ba3 CFR Unaffected by TNS Assets Acquisition
NRAD MEDICAL: Files Amendments to Asset & Debt Schedules

PATRIOT COAL: Delays Auction for Second Time
PATRIOT COAL: Labor Union Balks on Plan's Third-Party Releases
PHYSIO-CONTROL INT'L: Moody's May Cut B2 CFR Amid HeartSine Deal
PLYMOUTH PLACE: Fitch Assigns 'BB+' Rating on $57MM Revenue Bonds
PRIME TIME: Kozen Challenges Bid to Dismiss Chapter 11 Case

QUANEX BUILDING: Moody's Assigns B1 Corp. Family Rating
QUANEX BUILDING: S&P Assigns 'BB-' CCR, Outlook Stable
QUIKSILVER INC: Gets Interim Nod to Tap $120MM of DIP Financing
RADIOSHACK CORP: Loses Challenge of $100 Million IRS Claim
RADIOSHACK CORP: Secured Creditors Accept Revised Chapter 11 Plan

RADIOSHACK CORP: Settles Gift Card Dispute With Texas AG
RAZORE ROCK: Hearing Today on Cease Trade Order Bid
RECIPROCAL OF AMERICA: SCC Sets Oct. 15 as Claims Liquidation Date
RELATIVITY MEDIA: Auction of All Assets Set for October 1
RELATIVITY MEDIA: Lenders Objects to Payment of Residuals

RELATIVITY MEDIA: Macquarie Objects to Proposed Sale
REPWEST INSURANCE: A.M. Best Affirms 'B' Financial Strength Rating
REVEL AC: New Owner Calls Supplier's Claims "Frivolous" & "False"
RG STEEL: In Deal for Structured Dismissal of Bankruptcy Case
RIVERSIDE, CA: Moody's Hikes TABs Ratings From Ba1

SAFEWAY PROPERTY: A.M. Best Withdraws 'B(Fair)' FSR
SALADWORKS LLC: Judge Postpones Confirmation of Chapter 11 Plan
SAPPHIRE ROAD: Bid to Hire Wiley Group as Counsel Granted in Part
SCHUMACHER GROUP: S&P Assigns 'B' CCR, Outlook Stable
SIGA TECHNOLOGIES: Wants More Time to Propose Chapter 11 Plan

SKYMALL LLC: Amended Joint Plan of Liquidation Declared Effective
SOLERA HOLDINGS: S&P Keeps 'BB-' CCR on CreditWatch Negative
TECK RESOURCES: Moody's Lowers Senior Secured Rating to Ba1
THOMAS KONIG: Court Partially Allows Krajeski's Claim # 37-3
TOTAL SAFETY: Holding Co. Actions Won't Impact Moody's Caa1 CFR

TRANS COASTAL: Wants to Pay $42,000 to Pre-Bankruptcy Vendors
TRANSGENOMIC INC: Sells Ion Chromatography Product Line and Assets
ULTIMATE NUTRITION: Settles Dispute with Mr. Olympia Contest
USA DISCOUNTERS: Judge Questions Choice of Bankruptcy Venue
VIDEOTRON LTEE: S&P Assigns 'BB' Rating on C$375MM Sr. Notes

WALTER ENERGY: Claims Bar Date Set for October 13
WALTER ENERGY: Nine Members Appointed to Retiree Committee
WBH ENERGY: Court Approves Asset Sale to CL III Funding
WBH ENERGY: Gets Court Approval of Plan to Exit Bankruptcy
WESTWAY GROUP: Moody's Lowers Sr. Secured Rating to B2, Outlook Neg

WET SEAL: Court to Consider Plan Confirmation on Oct. 31
WET SEAL: Creditors Can Vote on Liquidation Plan
WILLIAM PARKER: Georgia Capital Wins Reimbursement of Fees
[*] 5th Cir. Declines Full Review in FDIC's $2BB RMBS Fraud Suit
[*] Low Oil Prices to Pressure Offshore Drillers Thru 2017

[*] Size, Scale Key to B3-Rated Homebuilders' Upgrade, Moody's Says
[*] Suspension of Jenner & Block Lawyer Sought

                            *********

100 MONTADITOS: Bankruptcy Exit Possible in Nov. Following Accord
-----------------------------------------------------------------
Emon Reiser at South Florida Business Journal reports that 100
Montaditos could emerge from bankruptcy in November 2015.

Parent company 100M Holding, Inc., has reached an agreement with
its creditors committee, as well as its former and current
franchisees, that will allow the Chapter 11 exit, Business Journal
relates, citing Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove
& Battista, the Company's bankruptcy counsel.

"The long-term goal is to continue to expand its presence in the
United States through franchising," the report quoted Ms.
Gayo-Guitian as saying.

The Troubled Company Reporter, on March 6, 2015, reported that 14
U.S. subsidiaries of the much-lauded Spanish sandwich chain 100
Montaditos filed for Chapter 11 bankruptcy protection on March 4.

According to the the TCR, the filing was presented to the U.S.
Bankruptcy Court in Miami without explanation regarding how and
whether the company plans to restructure under Chapter 11.  The
filing was signed by 100 Montaditos Chief Executive Francisco J.
Cernuda, and the companies in bankruptcy are majority-owned by
Restalia Group, the Spanish company that owns the international
chain.


ABB/CON-CISE OPTICAL: Moody's Lowers Corp Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 3) rating to
ABB/CON-CISE Optical Group LLC's ("ABB Concise") proposed first
lien senior secured credit facilities, including a $100 million
senior secured revolver and a $400 million senior secured term loan
B, and a Caa2 (LGD 5) rating to the company's proposed $150 million
2nd lien senior secured term loan. The proceeds from the facilities
will be used to refinance the company's existing debt, pay a
dividend to majority shareholder New Mountain Capital LLC, and pay
transaction fees and expenses. At the same time, Moody's downgraded
ABB Concise's Corporate Family Rating to B3 from B2. The
Probability of Default Rating affirmed at B3-PD. The rating outlook
is stable.

"The downgrade of the Corporate Family Rating to B3 reflects the
company's significant increase in financial leverage from 3.8x to
7.5x pro-forma for the payment of a dividend to ABB Concise's
majority shareholder. Also considered is the company's small
absolute size based on revenue and earnings, modest cash flows, and
limited business-line and supplier diversity," said Chedly Louis, a
Vice President and Senior Analyst at Moody's.

"That said ABB's credit profile benefits from leading scale and
market position among U.S. distributors of soft contact lenses,"
continued Louis.

All ratings are subject to review of final documentation.

Following is a summary of Moody's rating actions.

Ratings assigned:

  $100 million senior secured first lien revolving credit
  facility expiring 2020 at B2 (LGD 3)

  $400 million senior secured first lien term loan B due 2022 at
  B2 (LGD 3)

  $150 million senior secured second lien term loan due 2023 at
  Caa2 (LGD 5)

Ratings downgraded:

  Corporate Family Rating, to B3 from B2

Ratings affirmed:

  Probability of Default Rating at B3-PD

Moody's expects to withdraw the following ratings upon close of the
transaction:

  $70 million senior secured first lien revolving credit
  facility, rated B2 (LGD 3)

  $275 million senior secured first lien term loan B, rated B2
  (LGD3)

RATINGS RATIONALE

The ratings reflect ABB Concise's very high leverage resulting from
the significant extraction of capital in the form of a dividend to
shareholders. Moody's views the dividend recapitalization as
aggressive and recognizes the additional financial risk caused by
the debt financed distribution. Also considered are the company's
modest absolute size and limited cash flow. The rating also
incorporates the company's relatively stable operating margins,
good diversity across both customers and geographies, and strong
customer retention rates. Over the next 1-2 years, Moody's expects
ABB Concise to benefit from favorable fundamentals within the U.S.
optical industry, as well as increased technological innovation
within the contact lens market.

The rating outlook is stable, reflecting Moody's expectation that
financial leverage and free cash flow to debt will improve over the
next 12 to 18 months.

Near term upward rating action is unlikely given the company's high
leverage, small size and limited business-line and supplier
diversity. Over the longer term, Moody's could upgrade the ratings
if ABB is able to increase its scale, improve its margin profile,
and if debt to EBITDA approaches 5.0 times. The ratings could be
downgraded if there is a material deterioration in liquidity or
significant contraction in the level of operating cash flow, such
that negative free cash flow is expected to be sustained. The
ratings could also be downgraded if incremental debt is used to
pursue acquisitions or additional shareholder initiatives.

Headquartered in Coral Springs, Florida, ABB/Con-Cise Optical Group
LLC ("ABB Concise") is the largest distributor of soft contact
lenses in the United States. ABB Concise also designs and
manufactures customized contact lenses, and operates facilities in
New York, Florida, Massachusetts, and California. The company is
privately owned by financial sponsor, New Mountain Capital. For the
twelve months ended June 30, 2015, ABB generated revenues of
roughly $1.1 billion.


ACADIA HEALTHCARE: Moody's Extends B3 Rating to Sr. Note Add-On
---------------------------------------------------------------
Moody's Investors Service commented that it had extended its B3
rating to the proposed offering of $250 million of senior unsecured
notes by Acadia Healthcare Company, Inc. The issuance has no impact
on the company's other ratings. The issuance is an add-on to
Acadia's existing 5.625% senior notes due 2023, which are rated B3
(LGD 5). Moody's understands that the proceeds of the offering will
be used to fund the redemption of the company's remaining 12.875%
senior notes due 2018 and repay amounts outstanding under its
revolver.

Acadia's existing ratings, including the company's B1 Corporate
Family Rating and B1-PD Probability of Default Rating, are
unchanged. While the company drew on its revolver to fund recent
acquisitions, Moody's believes that debt to EBITDA remains in the
range of 4.5 -- 5.0 times when considering the pro forma
contribution from these and other acquisitions completed earlier
this year. Acadia's stable rating outlook is also unchanged.

RATINGS RATIONALE

Acadia's B1 Corporate Family Rating reflects the company's moderate
size, aggressive acquisition strategy, and relatively high
financial leverage. The rating also reflects Moody's assessment of
risks associated with the potential for disruption from ongoing
integration of acquisitions and the still significant reliance on
government reimbursement both in the US (Medicare and Medicaid) and
in the UK (National Health Service). However, Moody's expects
continued earnings and cash flow growth as the company integrates
recent acquisitions and invests in expansion of existing
facilities. Moody's also expects that Acadia will continue funding
subsequent acquisitions through a combination of debt, equity, and
available cash so that leverage remains in the range of 4.5 to 5.0
times.

If the company can reduce and sustain debt/EBITDA to below 4.0
times through debt repayment or growth in EBITDA while balancing
expansion opportunities and acquisitions, Moody's could upgrade the
ratings. However, if Moody's expects debt to EBITDA to be sustained
above 5.0 times, either because of more aggressive investment in
growth, challenges in the integration of recent acquisitions,
adverse reimbursement developments, or shareholder initiatives, the
ratings could be downgraded.

The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011.

Acadia is a provider of behavioral health care services. Acadia
provides psychiatric and chemical dependency services to its
patients in a variety of settings, including inpatient psychiatric
hospitals, residential treatment centers, outpatient clinics and
therapeutic school-based programs. Acadia recognized approximately
$1.4 billion in revenue in the twelve months ended June 30, 2015.


ACADIA HEALTHCARE: S&P Affirms 'B-' Rating on 2023 Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' issue-level
rating on behavioral health provider Acadia Healthcare Co. Inc.'s
senior unsecured notes due 2023 following Acadia's announcement
that it will upsize these notes by $250 million to refinance an
existing, higher-coupon issue of senior unsecured notes and to
repay revolver borrowings incurred to fund recent acquisitions. The
recovery rating on this debt remains '6', reflecting S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.

S&P's 'B+' corporate credit rating, 'BB-' issue-level rating, and
'2' recovery rating on Acadia's senior secured debt are not
affected by this announcement.  The rating outlook is stable.
Because of recent amortization on the company's term loans, S&P now
believes that recovery prospects for senior secured lenders in the
event of payment default are at the high end of the meaningful (70%
to 90%) range.

S&P's corporate credit rating on Acadia continues to reflect its
view that the company will remain acquisitive, but that leverage
will average between 4.5x to 5x over time, consistent with an
"aggressive" financial risk profile.  This expectation incorporates
S&P's assumption that the company would be willing to use equity
financing for larger acquisitions to maintain these metrics.  S&P's
ratings also reflect its view that Acadia is narrowly focused on
behavioral health care, notwithstanding its scale in this segment,
and remains subject to reimbursement risk, especially from
government payors, who make up over 60% of the pro forma payor mix.
This factor is only partially offset by S&P's view that the
company's growing scale should allow for further margin expansion
over time.  These factors are incorporated into S&P's assessment of
a "weak" business risk profile.

RATINGS LIST

Acadia Healthcare Co. Inc.
Corporate Credit Rating                       B+/Stable/--

Rating Affirmed; Recovery Rating Unchanged

Acadia Healthcare Co. Inc.
$550 Mil. Senior Unsecured Notes Due 2023     B-
   Recovery Rating                             6



ALFRED MCZEAL: Dismissal of Chapter 11 Case Affirmed
----------------------------------------------------
Judge Christina A. Snyder of the United States District Court for
the Central District of California affirmed the bankruptcy court's
judgment dismissing Alfred McZeal's Chapter 11 bankruptcy case.

On June 19, 2013, the United States Trustee filed a motion
requesting that the bankruptcy court either dismiss McZeal's
Chapter 11 case, convert the case to a Chapter 7 proceeding, or
appoint a trustee.  The Trustee argued that the McZeal "failed to
comply with the requirements of the United States Trustee Chapter
11 Notices and Guides . . . Bankruptcy Code and/or Local Bankruptcy
Rules by failing to provide documents, financial reports or attend
required meetings."

McZeal filed an opposition to the motion to dismiss on July 5,
2013, arguing that "dismissal of the case would unfairly prejudice
the debtor and is not in the interest of justice."  McZeal also
included a request to convert the case to one under Chapter 13.

The bankruptcy court granted the motion to dismiss with a 180-day
refiling bar.

On appeal, McZeal argued that the bankruptcy court abused its
discretion in imposing a 180-day filing bar upon dismissal of his
case.  Judge Snyder, however, found that the 180-day bar issue is
moot because the said prohibition period ran before the record was
certified as complete in the bankruptcy appeal.  Further, Judge
Snyder also held that an individual may be barred from filing a
subsequent bankruptcy petition for 180 days if his "case was
dismissed by the court for willful failure of the debtor to abide
by orders of the court, or to appear before the court in the proper
prosecution of the case."

McZeal also appeared to argue that the bankruptcy court erred in
not withdrawing his case to federal district court, but Judge
Snyder explained that the fact that claims are made under
"bankruptcy law" clearly does not mandate withdrawal of the
reference from the bankruptcy court.  Moreover, the judge also
stated that McZeal did not specify what "other laws of the United
States" would necessitate substantial interpretation of
non-bankruptcy federal law.

Judge Snyder also found that McZeal's argument based on Bankruptcy
Procedure 7052 lacks merit because the bankruptcy court did not
conduct a bench trial, and for that reason was not required to make
formal findings of fact.

The judge further held that neither did the bankruptcy court abuse
its discretion by failing to convert debtor's case to Chapter 7 or
Chapter 13, as the transcript of the hearing showed that the
bankruptcy court did consider the said conversions, but, however,
decided against them.

Finally, McZeal argued that the bankruptcy court lacked
jurisdiction to dismiss his case "without a merits review by an
Article III District Judge."  Judge Snyder also found that this
contention of error fails because the bankruptcy court had
statutory authority to finally "hear and determine" the Trustee's
motion to dismiss as a "core" proceeding.

The case is IN RE: ALFRED McZEAL, CASE NO. 2:13-CV-05782-CAS,
BANKRUPTCY NO. 2:13-BK-24619-SK (C.D. Cal.).

A full-text copy of Judge Snyder's August 17, 2015 civil minutes is
available at http://is.gd/ZjxDQZfrom Leagle.com.

Peter C. Anderson is represented by:

          Dare Law, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          915 Wilshire Blvd., Suite 1850
          Los Angeles, CA 90017
          Tel: (213) 894-6811


ALGECO SCOTSMAN: Moody's Changes Rating Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service affirmed Algeco Scotsman Global
S.A.R.L.'s corporate family rating of B3 and Algeco Scotsman Global
Finance Plc's senior secured rating of B3 and senior unsecured
rating of Caa2. The rating outlook was changed to negative from
stable.

RATINGS RATIONALE

The change in outlook reflects Algeco's deteriorating liquidity as
a result of a more limited availability under its Asset-Based
Lending (ABL) facility, primarily due to increased borrowings to
finance equipment purchases.

The rating affirmation reflects Algeco's continued weak financial
performance, high leverage, and negative shareholders' equity, as
well as its reliance on secured funding, which encumbers assets and
limits financial flexibility, and its debt maturity
concentrations.

At the end of the second quarter of 2015, Algeco's borrowing
availability under its ABL facility was $73 million, a decline of
$61 million during the quarter. Combined with the cash balance of
$51 million, the company's total liquidity position amounted to
$124 million, the lowest it has been since the end of 2013, when
the facility was upsized to its current limit of $1.4 billion.

The decrease in the availability was driven by additional
borrowings to finance higher amounts of capital expenditures
related to the construction of the new remote accommodations
facility in Texas. In the first half of the year, Algeco's capital
expenditures, net of sale proceeds, amounted to $126 million, which
exceeded its operating cash flows of $70 million by $56 million.
Algeco expects that its net capital expenditures for the remainder
of the year will be covered by its cash flows from operations,
which is likely to leave its liquidity position at current levels.

The availability under Algeco's multicurrency ABL facility is
subject to a borrowing base, which can fluctuate due to changes in
foreign exchange rates and other factors. Continued strengthening
of the US dollar relative to other major currencies could reduce
the borrowing availability, which would pressure the company's
liquidity further. Algeco is unlikely to materially improve its
liquidity in the absence of a large new project that would bring in
substantial cash deposits, or significant strengthening of its cash
flows, which would allow it to repay some of the debt under the ABL
facility.

Algeco's ratings could be downgraded if its liquidity deteriorates
further. The outlook can return to stable if the company improves
its liquidity position from the current levels or extends the
maturity of the ABL facility, currently scheduled for October
2017.

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


ALLIED SYSTEMS: Judge Denies Confirmation of Chapter 11 Plan
------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge declined on Sept. 10, 2015, to confirm the Chapter
11 plan for the Allied Systems Holdings Inc. estate, siding with a
group of retirees who objected to the Debtor's attempt to terminate
their benefits.

During a hearing in Wilmington, U.S. Bankruptcy Judge Christopher
S. Sontchi sustained the objection of the official committee of
medical benefits retirees that the Allied estate was attempting to
cut off their benefits without going through several processes
under the Bankruptcy Code.

                    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.


AMERICAN EAGLE ENERGY: Court Approves BMC as Noticing Agent
-----------------------------------------------------------
American Eagle Energy Corporation and AMZG, Inc. sought and
obtained permission from the Hon. Howard R. Tallman of the U.S.
Bankruptcy Court for the District of Colorado to employ BMC Group,
Inc. as noticing agent of the Court.

Under the Agreement, BMC will perform the following services as
Noticing Agent at the request of the Debtors or the Clerk's
Office:

   (a) assist the Debtors in mailing all required notices in these

       cases;

   (b) assist Debtors and their counsel with the administrative
       management of notice data;

   (c) within 7 business days after the service of a particular
       notice, transmit to Debtors' counsel a certificate or
       affidavit of service that includes (i) a copy of the notice

       served; (ii) a list of persons upon whom the notice was
       served, along with their addresses; and (iii) the date and
       manner of service;

   (d) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (e) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe; and

   (f) provide such other noticing and related administrative
       services as may be requested from time to time by the
       Debtors.

BMC shall, on a monthly basis, submit copies of the invoices it
submits to the Debtors for services rendered and for reimbursement
of expenses to the Office of the United States Trustee, counsel for
the Ad Hoc Committee of Bondholders, and counsel for the Unsecured
Creditors' Committee.

Tinamarie Feil, President of Client Services of BMC, 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.

BMC can be reached at:

       Tinamarie Feil
       BMC GROUP, INC.
       259 W 30th St., Ste. 401
       New York, NY 10001
       Tel: (212) 310-5900
       Fax: (212) 644-4552

                       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 ENERGY: Court Approves Hein & Assoc. as Accountants
------------------------------------------------------------------
American Eagle Energy Corporation and AMZG, Inc. sought and
obtained permission from the Hon. Howard R. Tallman of the U.S.
Bankruptcy Court for the District of Colorado to employ Hein &
Associates, LLP as accountants, nunc pro tunc to the July 17, 2015
commencement date.

The Debtor has chosen Hein & Associates to assist it in connection
with the required review of its financial statements because of
Hein & Associates’ experience with the Debtors and expertise in
providing such services.

The Debtors have also retained Hein & Associates to prepare their
2014 federal, state, and local income tax returns and franchise
returns with supporting schedules.

Hein & Associates will bill the Debtors at the standard hourly
rates of the respective accountants and analysts of Hein &
Associates. All fees and expenses of Hein & Associates will be paid
only upon approval by the Court after a request is made in
accordance with the Bankruptcy Code, applicable rules, and other
orders of the Court.

Jacob Vossen, managing director of Hein & 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.

Hein & Associates can be reached at:

       Jacob Vossen
       HEIN & ASSOCIATES, LLP
       1999 Broadway, Suite 4000
       Denver, CO 80202
       Tel: (416) 913-8260
       Fax: (416) 850-9235

                       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.



ANDEANGOLD LTD: Continues Search for New Chief Financial Officer
----------------------------------------------------------------
AndeanGold Ltd. on Sept. 15 disclosed that, further to its news
releases of August 4, 2015, August 13, 2015 and August 27, 2015
announcing the delay in the filing date of its audited financial
statements and the subsequent granting of a Management Cease Trade
Order by the British Columbia Securities Commission on July 30,
2015, the Company is continuing its search for a new Chief
Financial Officer and is endeavoring to complete its audit as early
as is practicable.

The Company also continues to be in default of complying with
continuous disclosure filing requirements with respect to its
Interim Financial Statements (part 4 of national instrument 51-102:
Continuous Disclosure Obligations) and its Management Discussion
and Analysis (Part 5 of NI 51-102) for the three-month period ended
June 30, 2015; this material was to be filed by August 31, 2015.

                       About AndeanGold Ltd.

AndeanGold Ltd. -- http://www.andeangoldltd.com-- is engaged in
the acquisition, exploration and potential development of base- and
precious-metals properties, principally in Peru and Ecuador.  The
focus of the Company's current exploration activities is in
advancing its Urumalqui Project in La Libertad, Peru.

In Ecuador, the Company's activities have been limited to
maintaining its three properties in good standing.

AndeanGold Ltd. trades with symbol AAU on the TSX Venture Exchange
and currently has 112,046,579 shares outstanding (132,987,757 fully
diluted).



ARGENTINA: Creditors Want to Access to $539MM Held at BoNY
----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that attorneys
representing bondholders who have obtained court judgments on
defaulted Argentine debt urged the Second Circuit on Sept. 11,
2015, to allow them to tap into $539 million held by Bank of New
York Mellon Corp., arguing they should be afforded priority status
over the country's other creditors.

During a hearing in Manhattan, counsel representing two groups of
bondholders told a three-judge panel that it should overturn a 2014
order by U.S. Judge Thomas P. Griesa blocking them from tapping a
substantial portion of the funds in the BNY.


ATLAS FINANCIAL: A.M. Best Affirms 'B' Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co. has removed the ratings from under review with
negative implications and affirmed the financial strength rating of
B (Fair) and the issuer credit ratings (ICR) of "bb" of American
Service Insurance Company Inc., American Country Insurance Company
(both domiciled in Elk Grove Village, IL) and Gateway Insurance
Company (St. Louis, MO).  These companies are subsidiaries of Atlas
Financial Holdings, Inc. (Atlas) (Cayman Islands) [NASDAQ: AFH] and
operate under an intercompany reinsurance pooling agreement,
collectively referred to as American Service Pool (ASI Pool).
Concurrently, A.M. Best has removed the ratings from under review
with negative implications and affirmed the ICR of "b-" of Atlas.
The outlook assigned to all ratings is stable.

The ratings of Atlas and the ASI Pool members were placed under
review with negative implications following Atlas' announcement
that it was acquiring Global Liberty Insurance Company of New York,
(Global) (Melville, NY), along with its affiliated underwriting and
premium finance companies.  The removal of the ratings from under
review follows the close of the transaction as well as the
completion of discussions with management and the resolution of
prior concerns with the pool's marginal risk-adjusted
capitalization.  The ratings of Global will remain under review
pending further discussion with management regarding its current
and prospective business plans.

The ratings affirmation of the ASI Pool reflect its volatile, and
at times, weak risk-adjusted capital position, as a result of the
achievement of significant premium growth over the past several
years and the execution risk associated with its growth as
management has refocused on its core lines of business in
connection with Atlas' strategic business plans.

These negative rating factors are partially offset by ASI Pool's
extensive experience in the commercial auto lines of business and
improved operating results beginning in 2012, which demonstrate
progress in connection with Atlas' strategic focus, as management
focuses on historically profitable lines of business and run-off of
its non-core lines and books produced by general and managing
general agents.  Additionally, the capital position of the pool was
significantly improved during the second quarter of 2015 as a
result of the issuance of three surplus notes from the pool's
operating companies to Atlas totaling $15.5 million.  As a result,
the pool's risk-adjusted capitalization currently supports its
ratings alleviating some of the concerns associated with its
significant premium growth.

Atlas' adjusted financial leverage ratio increased to 17.9% at
second-quarter 2015 from 1.8 % at year-end 2014, as a result of the
additional borrowing of funds from its credit facility in order to
fund the aforementioned surplus notes issued by members of the ASI
Pool.  Despite the increase in financial leverage, A.M. Best notes
that the company's financial leverage and interest coverage remain
within A.M. Best's guidelines for its current rating.


BAHA MAR: Creditors Win Dismissal of Chapter 11 Cases
-----------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware dismissed the Chapter 11 case of Baha Mar Ltd.

Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that Judge Carey said he "perceived no greater good" would
come from allowing the case to continue in the U.S.  In his
opinion, the judge said the bankruptcy filing of Baha Mar, which is
the owner and developer of a stalled $3.5 billion resort in the
Bahamas, "is truly an international case" and acknowledged the deep
economic interest of the Bahamian government in the resort.

Peter Hall at Bankruptcy Law360 reported that Judge Carey agreed
with creditors who say the parties expected insolvency proceedings
would take place in the Bahamas, where the project is located.  The
Court granted motions by creditors CCA Bahamas Ltd. and the
Export-Import Bank of China.

                    About Baha Mar Enterprises

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.


BERNARD MADOFF: Court Explains Ruling on Investors' $18MM Fees
--------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that a New York
federal judge on Sept. 14, 2015, explained his reasoning behind
approving a plan to divvy up $650 million among investors who lost
money through Bernard Madoff's Ponzi scheme, adding that a request
for at least $18 million in fees is "justified" by the litigation.

U.S. District Judge Thomas Griesa's decision elaborated on an
August oral order approving a complex plan of allocation
reimbursing plaintiffs who lost money when cash they invested in
various funds managed by Tremont Group Holdings Inc.

                    About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced  distributions to victims.  As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion.  When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.


BEST LIFE: A.M. Best Hikes Issuer Credit Rating from 'bb+'
----------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating to "bb+" from
"bb" and affirmed the financial strength rating of B (Fair) of BEST
Life and Health Insurance Company (BEST Life) (Austin, TX).  The
outlook for the ratings is stable.

The rating upgrade reflects BEST Life's significantly improved
operating results in 2014, a trend that has continued into 2015.
The increase in earnings is largely attributable to favorable
results from its dental line of business.  The company reported
premium growth in 2014 after several years of decline, which was
mainly driven by its individual dental line.  Furthermore, BEST
Life has reported improved levels of risk-adjusted capital, which
was partially driven by its stronger operational gains and lack of
dividends up-streamed to its parent company, Pension Administrators
Inc.

Offsetting factors include a concentration of premium and earnings
in a single product line, which resulted when the company exited
the major medical business and focused on dental.  Additionally,
BEST Life operates in the highly competitive dental market with
numerous carriers vying for business.


BLACK ELK ENERGY: Files Voluntary Chapter 11 in S.D. Texas
----------------------------------------------------------
Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk Energy Offshore Operations, LLC
under Chapter 11 bankruptcy protection on Sept. 1, converting an
involuntary Chapter 7 bankruptcy petition by its creditors.
Thereafter, the Company filed with the Court a voluntary Chapter 11
petition (Bankr. S.D. Tex. Case No. 15-34287).

Judge Paul later recused herself from the case and the matter was
given to Judge Marvin Isgur, according to information posted on the
case docket on Sept. 14.

Creditors The Grand Ltd.; Gulf Offshore Logistics, LLC; Ryan Marine
Services, Inc. and Laredo Construction Inc. launched the
involuntary Chapter 7 petition on Aug. 11.

An amended Chapter 11 petition was filed Sept. 10.

On Sept. 8, Black Elk filed with the Bankruptcy Court a list of its
Equity Security Holders, its 20 Largest Unsecured Creditors, a
Creditor Matrix, and a Notice of Designation as Complex Chapter 11
Bankruptcy Case.

Black Elk filed with the Court a request for authority to use cash
collateral to finance operations while in Chapter 11, and to extend
its deadline to file schedules of assets and liabilities, and
statement of financial affairs.  Black Elk also seeks to continue
utility services and wants the Court to approve its proposed
adequate assurance of payment to utility companies under 11 U.S.C.
Section 366(b).

Objections to the Cash Collateral Motion were filed by Gulf
Offshore Logistics, LLC, Laredo Construction Inc., Ryan Marine
Services, Inc., The Grand Ltd.; and by Marubeni Oil & Gas (USA),
Inc.

The Court was slated to hold a hearing to consider approval of the
so-called First Day motions on Sept. 15.

An Ad Hoc Committee of Secured Noteholders made an appearance in
the case and is represented by Hugh Ray, Esq.

The Debtor is represented by Elizabeth E. Green of Baker &
Hostetler.  Blackhill Partners' Jeff Jones is the Debtor's Chief
Restructuring Officer.


BON-TON STORES: Posts $39.5 Million Net Loss for Second Quarter
---------------------------------------------------------------
The Bon-Ton Stores, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $39.5 million on $555.4 million of net sales for the 13 weeks
ended Aug. 1, 2015, compared to a net loss of $36.2 million on
$563.4 million of net sales for the 13 weeks ended Aug. 2, 2014.

For the 26 weeks ended Aug. 1, 2015, the Company reported a net
loss of $73.6 million on $1.16 billion of net sales compared to a
net loss of $67.7 million on $1.7 billion of net sales for the 26
weeks ended Aug. 2, 2014.

As of Aug. 1, 2015, the Company had $1.6 billion in total assets,
$1.58 billion in total liabilities and $15.5 million in total
shareholder's equity.

At Aug. 1, 2015, the Company had $20.9 million in cash and cash
equivalents and $265.2 million available under its Second Amended
Revolving Credit Facility (before taking into account the minimum
borrowing availability covenant under such facility).  Excess
availability was $384.2 million as of the comparable prior year
period.  The unfavorable excess availability comparison primarily
reflects increased direct borrowings to support the Company's
operations and, in part, to repay one of the Company's mortgage
facilities.

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/03ErXt

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.  

Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014.  The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.


BRIDGEVIEW DEVELOPMENT: Mannion to Hold Public Sale on Sept. 18
---------------------------------------------------------------
Mannion Auctions LLC will hold a public sale of the collateral of
Bridgeview Loan Acquisition Associates LP on Sept. 18, 2015, at
2:00 p.m. (EDT) at Hangley Aronchick Segal Pudlin & Schiller, One
Logan Square, 27th Floor in Philadelphia, Pennsylvania.

The sale is being conducted by virtue of default under the
provisions of a loan evidenced by, among others, a promissory note
dated as of July 6, 2012, in the principal amount of $7.62 million
by and between Bridgeview Loan and UCF I Trust 1.

The collateral consist of the Debtor's right, title and interest in
and to a loan in the original principal amount of $13.6 million
from Sovereign Bank to Bridgeview Development Associates LP as
evidenced and secured by Mortgage Note date Nov. 30, 2005 by
Bridgeview Loan in favor of Sovereign Bank in the original
principal amount of $13.6 million; the mortgage dated Nov. 30, 2005
by Bridgeview Loan in favor of Sovereign Bank encumbering Tax
Parcels: #02-00-05496-00-1; #02-00-02564-00-8; #02-00-03040-00-9;
#02-00-032936-00-5; being 5 W. Second Street; 75 E. Fourth Street,
5 W. Front Street; and 19 Depot Street, Bridgeport, Montgomery Co.,
PA.

No less than 48 hours before the auction, each bidder must submit
to Hangley Aronchick a good faith deposit of $10,000 in cashier's
or certified funds.  On the day of the auction, the collateral will
be offered for sale without reserve and sold to the highest bidder
at the conclusion of the sale.  After the successful bidder's bid
is accepted, the successful bidder will, within 24 hours of the
conclusion of the sale, pay to the lender an earnest deposit equal
to 10% of the amount of the accepted bid on account of the purchase
price for the collateral.

Interested parties who would like additional information regarding
the terms and conditions of access to the date room or terms and
condition of the bidding process or sale must contact the lender's
counsel:

David M. Scolnic, Esq.
Hangley Aronchick Segal Pudlin & Schiller
One Logan Square, 27th Floor
Philadelphia, PA 19103
Tel: 215-496-7046
Email: dscolnic@hangley.com


CAESARS ENTERTAINMENT: Seeks Injunction on Four Bondholder Suits
----------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that bankrupt casino
giant Caesars Entertainment Operating Co. fought on Sept. 10, 2015,
for a halt to four suits by low-ranking bondholders that threaten
its parent company's solvency, telling an Illinois federal court
that the Seventh Circuit is not the "outlier" that it's been made
out to be.

The desired injunction would halt four lawsuits that aim to force
Caesars Entertainment Corp. to honor its guarantees of more than $5
billion in CEOC junior bonds, among other claims.

                  About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CAESARS ENTERTAINMENT: Seeks to Appeal Bond Ruling
--------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Caesars
Entertainment Corp. seeks to challenge a court ruling it claims
would halt out-of-court debt restructurings while defending its
decision to abandon a bond repayment pledge.

According to the report, the casino owner, which is fighting to
avoid being forced into bankruptcy alongside its main operating
unit, wants to immediately appeal a judge's finding that companies
cannot impose changes to bond terms that leave creditors with no
way to collect.  Caesars claims the judge set too high a standard
for out-of-court restructurings, the report related.

The New York lawsuit is BOKF NA v. Caesars Entertainment Corp.,
15-cv-01561, U.S. District Court, Southern District of New York
(Manhattan).

                  About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CAL DIVE: Gets Bankruptcy Court OK to Hire Execs as Consultants
---------------------------------------------------------------
Jim Christie, writing for Reuters, reported that bankrupt offshore
oil and gas contractor Cal Dive International Inc. won court
approval to bring back as consultants two top officers and nearly
two dozen nonexecutive employees that it had sacked so they can
help on projects with Mexican oil company Pemex.

According to the report, U.S. Bankruptcy Judge Christopher
Sontchi's approval on Sept. 10 follows a bid by Cal Dive last month
to convince him the company needed the expertise of some employees
it will terminate.  The company said it needs the employees'
expertise to make sure outstanding receivables are collected
effectively, the report related.

                         About Cal Dive

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

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

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

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

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

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


CANDAX ENERGY: Geofinance Extends Waiver Thru Sept. 18
------------------------------------------------------
Candax Energy Inc., a company with mature oil & gas field
developments in Tunisia, on Sept. 15 disclosed that it has obtained
from Geofinance NV, major debtholder and shareholder of the
Company, a further extension of 4 days on the waiver with respect
to terms of the facility agreement entered into by the parties.

The extension will extend the waiver until September 18, 2015.  As
a result, Geofinance NV has agreed not to seek any remedy under the
facility agreement in respect of the $3.5 million unpaid amount
until September 18, 2015, except in case of specific circumstances.
A copy of the amendment and waiver letter will be filed publicly
by the Company and available on SEDAR.

The Company is in advanced discussions regarding financial
alternatives and needs more time to continue these discussions.

                        About Candax

Candax is an international energy company with offices in Toronto
and Tunis.  The Candax group is engaged in exploration and the
production of oil and gas in Tunisia and holds a royalty interest
in an exploration permit in Madagascar.


CHECKOUT HOLDING: S&P Lowers CCR to 'B-' on Weak Credit Metrics
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit ratings on St. Petersburg, Fla.-based Checkout
Holding Corp. and its subsidiary Catalina Marketing Corp.
(collectively referred to as Checkout Holding) to 'B-' from 'B'.
The rating outlook is stable.

At the same time, S&P lowered its issue-level rating on Checkout
Holding's first-lien revolving credit and term loan facility to 'B'
from 'B+'.  The '2' recovery rating remains unchanged, indicating
S&P's expectation for substantial recovery (70%-90%; lower half of
the range) of principal in the event of a payment default.

S&P also lowered its issue-level rating on Checkout Holding's
second-lien term loan to 'CCC' from 'CCC+'.  The '6' recovery
rating remains unchanged, indicating S&P's expectation for
negligible recovery (0%-10%) of principal in the event of a payment
default.

"The downgrades are based on Checkout Holding's unsustainable
capital structure, which has led to high leverage and weak credit
metrics, in our view," said Standard & Poor's credit analyst Naveen
Sarma.  S&P believes that the payment-in-kind (PIK) notes at the
company's ultimate parent, PDM (Holdings) Ltd., and the continued
use of PIK interest payments instead of cash payments are creating
an unsustainable capital structure over the long term.  This could
result in liquidity issues once Checkout Holding begins to make
cash interest payments on the PIK notes if the company is unable to
meet S&P's operating performance forecast. Given that revenue
growth depends on a large set of economic factors that may not be
completely within management's control, a poor ad booking season
could result in negative cash flow and "less than adequate"
liquidity.

S&P's rating analysis incorporates a negative comparable rating
analysis modifier, which had a one-notch effect on the corporate
credit rating.  The modifier reflects Checkout Holding's high
leverage and what S&P views as an unsustainable capital structure
characterized by a continued increase in leverage.

The stable rating outlook reflects S&P's expectation that Checkout
Holding will maintain "adequate" liquidity over the next 12-18
months and have sufficiently strong cash flow generation to enable
it to begin making cash interest payments on its PIK notes
beginning in 2016.

S&P could lower the rating on Checkout Holding if the company's
discretionary cash flow to debt weakens to and remains consistently
below 0% due to cash flow constraints once interest payments for
the PIK notes begin or due to weaker-than-expected revenue and
EBITDA growth over the next 12 months.

S&P views an upgrade as less likely than a downgrade, given the
company's very high debt leverage and financial sponsor ownership
structure.  S&P could raise the rating if it expects the company to
successfully expand and integrate its digital segment while
maintaining its current EBITDA margins, and if it is able to reduce
debt leverage below 5x.



CHRYSLER GROUP: Judge Says Bailout May Have Been Unnecessary
------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that a U.S. Court of
Federal Claims judge ruled on Sept. 9, 2015, that it is plausible
Chrysler Group LLC could have survived absent a government bailout
in 2009, refusing to throw out proposed class action litigation
against the government over massive federally-mandated dealership
closures related to the recession-era bailouts.

Court of Federal Claims Judge Nancy B. Firestone said it will be up
to the three automotive dealership plaintiffs in the case to prove
three scenarios could have come to be.

                  About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic alliance
with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck,
Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and
products.  Headquartered in Auburn Hills, Michigan, Chrysler Group
LLC's product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC in
June 2009, formally sold substantially all of its assets to the new
company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CJ HOLDING: Moody's Lowers Corp. Family Rating to B3
----------------------------------------------------
Moody's Investors Service downgraded CJ Holding Co.'s (CJHC)
Corporate Family Rating (CFR) to B3 from Ba3, Probability of
Default Rating (PDR) to B3-PD from Ba3-PD, and senior secured
credit facilities to B3 from Ba3. The SGL-3 Speculative Grade
Liquidity Rating was affirmed. The outlook was changed to
negative.

"These rating actions reflect the continued deterioration in CJHC's
operating environment, the highly uncertain and weak cash flow
prospects for most of CJHC's business lines, most notably for its
hydraulic fracturing business, and the likelihood of high financial
leverage through early 2017," said Sajjad Alam, Moody's Analyst.
"We expect sustained pressure on oilfield service prices as
upstream companies continue to spend at a reduced level in a low
commodity price environment and service companies compete
vigorously to maintain a minimum level of equipment utilization and
recover fixed costs."

Issuer: CJ Holding Co.

Corporate Family Rating, Downgraded to B3 from Ba3

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

$575 Million Senior Secured Term Loan due 2020, Downgraded to B3
(LGD3) from Ba3

$485 Million Senior Secured Term Loan due 2022, Downgraded to B3
(LGD3) from Ba3

$600 Million Senior Secured Revolver due 2020, Downgraded to B3
(LGD3) from Ba3

Ratings Affirmed:

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Changed to Negative from Stable

RATINGS RATIONALE

CJHC's B3 CFR reflects its rapidly increasing leverage that could
well exceed 10x by early 2016, exposure to the highly cyclical
oilfield service industry which is expected to remain under heavy
pressure through 2016, high reliance on volatile well completion
activities, and execution risks following a transformational
acquisition of Nabors Industries Inc.'s (Baa2 stable) completion
and production services business in March 2015. The rating is
supported by CJHC's scale in North America as one of the top
completion and production service providers; diversified service
offerings, geographic footprint and customer base; scalable cost
structure and its track record as an efficient operator.

CJHC should have adequate liquidity through 2016 which is captured
in the SGL-3 rating. The company plans to manage its capital
expenditures within operating cash flow for the next several
quarters to preserve liquidity. Any potential funding shortfall
could be covered by the availability under the $600 million
committed revolver. At June 30, 2015, the company had $12 million
of cash and $493 million borrowing capacity under the revolver,
which expires in March 2020. Because of the anticipated sharp
decline in EBITDA, CJHC will not be able to comply with the
existing financial covenants governing the credit facilities that
include a maximum debt/EBITDA ratio of 4.5x and a minimum interest
coverage ratio of 3.0x. However, Moody's expects the company will
work with its bank group and amend the covenants to ensure
sufficient headroom to avoid potential payment acceleration. The
company has limited ability to sell assets without impairment to
value, and its assets are mostly encumbered.

The company's term loans and the revolver are rated at the CFR
level based on a single class of debt in the capital structure,
under Moody's Loss Given Default Methodology. The revolver and the
term loans have a first-lien secured claim to substantially all of
CJHC's assets and these credit facilities rank pari passu.

The negative outlook reflects the likelihood of a more than
expected degradation in CJHC's credit metrics in a challenged
operating environment.

Diminished liquidity or covenant headroom would most likely trigger
a downgrade.  Moody's could also downgrade CJHC's ratings if the
company is unable to restore the EBITDA/Interest coverage ratio
above 1x within a reasonable timeframe.

An upgrade is unlikely in the near term; however, we could consider
an upgrade if the company can sustain a debt/EBITDA ratio
approaching 6x, while maintaining adequate liquidity under
improving industry conditions.

CJHC is a wholly-owned subsidiary of C&J Energy Services, Ltd.
which is a Bermuda incorporated and Houston, Texas-based
diversified oilfield service company providing completion and
production services to upstream oil and gas companies in North
America.


COLT DEFENSE: Says Creditors' Suit Will Ruin Settlement Talks
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Colt Defense
LLC objected Sept. 10, 2015, in Delaware bankruptcy court to its
unsecured creditors committee's bid to pursue a lawsuit against the
landlord of the gun maker's main manufacturing plant in an effort
to get the company's lease extended, saying litigation will
undermine the debtor's ongoing settlement talks.

Colt filed court papers challenging the committee's request for
so-called derivative standing which would allow creditors to pursue
a potential lawsuit against NPA Hartford LLC and its affiliate,
Sciens Capital Management, which is also a major stakeholder.

                        About Colt Defense

Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847.  Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.

In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Connecticut.  An investment by Zilkha & Co.
allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy
in 1994.

Sometime after 1994, majority ownership of the Company transitioned
from Zilkha & Co. to Sciens Capital Management.

On June 12, 2015, Colt's exchange offer, consent solicitation and
solicitation of acceptances of a prepackaged plan of
reorganization, dated April 14, 2015, as supplemented, with respect
to its $250 million in 8.75% Senior Notes due 2017 expired.  The
conditions to the exchange offer, the consent solicitation and the
prepackaged plan of reorganization were not satisfied, and those
conditions were not waived by Colt.  Colt's restructuring support
agreement with Marblegate Special Opportunities Master Fund, L.P.
and Morgan Stanley Senior Funding, Inc., the Company's senior
secured term loan lenders, requires it to file for Chapter 11
bankruptcy.

Accordingly, Colt Holding Company LLC and nine affiliates,
including Colt Defense LLC, on June 14, 2015, filed voluntary
petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under
Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as
a going concern.  Colt Defense estimated $100 million to $500
million in assets and debt.

On June 16, 2015, the Court directed the joined administration of
the assets.

The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny &
Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent.  Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.

Wilmington Savings Fund Society, FSB, as agent under the $13.33
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.

Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.

The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.  MagPul Industries Corp. has resigned from
the committee leaving only four Committee members.

                           *     *     *

Colt's equity sponsor, Sciens Capital Management, has agreed to act
as a stalking horse bidder in the proposed asset sale. Details of
the deal were not provided in Colt's news statement announcing the
Chapter 11 filing.  Colt, however, said it would be soliciting
competing bids and has appointed an independent committee of its
board of managers to manage the process and evaluate bids.  Colt
expects to complete the entire Chapter 11 process in 60-90 days.

Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.


COMMUNITY MEMORIAL: Moody's Affirms Ba2 Rating on 2011 Rev. Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed Community Memorial Health
System's (CA) Ba2 rating assigned to the Series 2011 fixed rate
revenue bonds. Bonds were issued by the City of San Buenaventura
(a.k.a Ventura) and have their final maturity in 2041. The outlook
remains stable.

SUMMARY RATING RATIONALE

The affirmation of the Ba2 rating reflects Community Memorial
Health System's (CMHS) strong clinical, competitive, and
operational strengths, which are offset by a very significant debt
load and ambitious hospital replacement project. The project is
approximately one year behind schedule, and the completion date has
been moved to the Fall of 2016. The project is expected to be
completed on budget.

Bonds have a debt service coverage covenant and beginning in 2018,
failure to meet 1.0 times actual debt service coverage will qualify
as an event of default. Current proforma coverage is thin and is
highly reliant on the California State Provider Fee program, which
is currently scheduled to expire in December 2016, and is expected
to be renewed. As the 2018 coverage requirement comes nearer, the
rating and outlook may experience downward pressure depending on
evolving expectations for revenue growth, and operational
performance.

OUTLOOK

The stable outlook is supported by CMHS's fundamentally strong
market position and advanced array of clinical offerings. The
expectation is that operating cashflow will grow, margins will
improve, cash will continue to build, and that the organization
will successfully move into its new flagship facility. Failure to
successfully execute the organization's ambitious strategic plan
would likely result in negative ratings action.

WHAT COULD MAKE THE RATING GO UP

-- Sustained improvement in operating performance together will
good revenue growth

-- Successful execution of project

WHAT COULD MAKE THE RATING GO DOWN

-- Failure to sustain projections for growth of net revenues
available for debt service

-- Failure of the Provider Fee Program to be renewed

-- Additional material increase in debt

-- Complications involving opening and operating the new hospital

OBLIGOR PROFILE

CMHS is a not-for-profit health system located in Ventura County,
California. The system operates two hospitals, a cancer center, and
eleven community-based clinics. In FY 2014, the system generated
over $320 million of operating revenues, and generated over 12,000
hospital admissions.

LEGAL SECURITY

Bonds are obligations of the Obligated Group, which consist of
CMHS' two hospitals (Community Memorial Hospital and Ojai Valley
Community Hospital) and constitute 97% of the system's revenue's,
and all of its net assets. Bonds are secured by an interest in the
Obligated Group's gross receivables, and by a deed of trust
covering the majority of Community Memorial's properties, including
both hospitals. Other certain properties are not covered by the
deed of trust, but are subject to a negative pledge, and additional
certain properties are not covered by either the deed of trust or
the negative pledge. Substitution of notes is permitted under the
master trust indenture.

Community Memorial is subject to certain covenants, including a
minimum annual debt service coverage requirement of 1.2 times, and
a minimum days cash on hand requirement of 75 days. The debt
service coverage calculation takes into consideration the
capitalized interest (CAPI) account funded by the series 2011
bonds, which expired earlier this year. Beginning in 2018, debt
service coverage of less than 1.0 times constitutes an event of
default. Proforma coverage levels are thin, and are highly reliant
on the California State Provider Fee program, which has a history
of delays and variability. As the organization nears 2018, it will
be necessary for it to grow and stabilize net revenues available
for debt service in order to ovoid negative rating action.

USE OF PROCEEDS

Not applicable

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Not-for-Profit.


COMPUCOM SYSTEMS: Moody's Lowers CFR to B3, Outlook Still Neg.
--------------------------------------------------------------
Moody's Investors Service downgraded CompuCom Systems, Inc.'s
Corporate Family Rating ("CFR") to B3 from B2 and downgraded the
company's Probability of Default rating to B3-PD from B2-PD.
Moody's also downgraded the ratings of the company's senior secured
bank facility and senior unsecured notes to B2 and Caa2,
respectively. The ratings downgrade was driven by sustained
weakening in operating performance and resulting increase in debt
leverage that the company has experienced in recent quarters since
Moody's outlook revision to negative from stable in September 2014.
The outlook remains negative.

Downgrades:

Issuer: CompuCom Systems, Inc.

Corporate Family Rating, Downgraded to B3 from B2

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

First Lien Senior Secured Term Loan due May 2020 Downgraded to
B2 (LGD3) from B1 (LGD3)

Senior Unsecured Notes due May 2021 Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)

RATINGS RATIONALE

The B3 CFR reflects CompuCom's elevated leverage and progressively
deteriorating business performance since the May 2013 leveraged
buyout of the company as well as its small scale relative to
complimentary service offerings from larger and financially
stronger competitors such as Dell and Hewlett Packard. These
competitive challenges, coupled with increasing pressure from
rivals based in lower cost regions, increase CompuCom's
susceptibility to weakening pricing trends, especially in the
context of contract renewals. CompuCom's sales have steadily
declined since mid-2013, contracting by nearly 8% through June
2015, while profitability has been incrementally pressured, in
part, by losses from a customer contract implemented in early 2014
that has recently been terminated with additional transitory costs
expected to persist through late 2015. Concurrently, debt leverage
has increased since the buyout transaction by approximately 2.0x to
7.5x (Moody's adjusted). The risk of a more protracted decline in
operating performance over the next 12 months, particularly in the
less predictable product provisioning business, further weighs on
the company's fundamental credit profile. However, these
uncertainties are somewhat mitigated by a degree of top-line
visibility supported by long-standing relationships with key
blue-chip customers, good client retention rates, a $1.2 billion
services revenue backlog, and recurring sales under multi-year
service contracts.

The negative outlook reflects the continued uncertainties related
to the timing of a stabilization in CompuCom's business after a
multi-year contraction in sales and profitability.

Moody's projects revenues to decline by over 6% in 2015 and 2% in
2016 with concurrent erosion in margins during this period. Based
on these expectations, debt leverage could exceed 9x over the next
12-18 months. Despite these weakening business trends, Moody's
expects CompuCom to remain free cash flow (FCF) positive,
generating approximately 2% FCF/Debt annually through 2016. This
cash flow production, coupled with nearly $47 million in cash and
$130 million in availability under the company's receivable
securitization program as of June 30, 2015, should provide CompuCom
with good liquidity while it seeks to engineer a turnaround in its
operations. Although the company is not subject to any financial
maintenance covenants, its leverage currently exceeds the debt
incurrence ratios for senior secured leverage and total leverage of
4.0x and 5.5x, respectively, limiting CompuCom's ability to incur
additional debt. However, these limitations do not prevent the
company from accessing its securitization facility that was
recently extended and is now scheduled to expire in late 2020. The
receivable securitization facility is limited by a springing
minimum interest coverage covenant requirement that is not expected
to be in effect over the next 12-18 months. Considering the
exclusion of the company's accounts receivable assets up to the
amounts outstanding under the securitization facility from the term
loan collateral pool, the B2 term loan rating reflects a one notch
downward override from the output of Moody's Loss Given Default
model.

What Could Change the Rating -- UP

A ratings upgrade is unlikely in the near-to-intermediate term
given CompuCom's high leverage and Moody's expectations of further
deterioration in business performance through 2016. Over time,
Moody's could raise the company's ratings if the company
demonstrates a recovery in organic revenue growth rates, improves
profitability, and if Moody's believes that the company could
sustain total debt-to-EBITDA of less than 5.5x and a high single
digit percentage of FCF/debt annually.

What Could Change the Rating -- DOWN

The ratings could be lowered if revenue and EBITDA contract
materially from current levels and CompuCom begins to generate
sizeable free cash flow deficits leading to expectations for
diminished liquidity.

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

Headquartered in Dallas, Texas, CompuCom is a mid-tier provider of
information technology (IT) outsourcing services and product
provisioning services to enterprise customers in North America.
CompuCom's services include end-user computing, help desk, data
center management, network infrastructure, and IT workforce
solutions. The company is privately owned by affiliates of Thomas
H. Lee Partners.



DELTA AIR: Fitch Raises Issuer Default Rating to 'BB+', Outlook Pos
-------------------------------------------------------------------
Fitch Ratings has upgraded Delta Air Lines' Issuer Default Rating
(IDR) to 'BB+' from 'BB'.  Fitch has also upgraded Delta's Seattle
project bonds to 'BB+' from 'BB' and assigned ratings of 'BBB-' to
Delta's 2015 secured credit facility.  The Rating Outlook is
Positive.

The ratings upgrade reflects ongoing improvements to Delta's
balance sheet, continued solid operating performance, better than
expected free cash flow (FCF), and successful efforts to combat
operating cost inflation.  The ratings are also supported by
underlying improvements in the airline industry including
consolidation among the legacy carriers and capacity constraint,
which have led to an improved risk profile and better profitability
for the industry as a whole.

The Positive Outlook reflects Fitch's view that Delta's credit
profile will continue to improve over the intermediate term.  Delta
continues to focus on debt reduction and addressing its underfunded
pension plan as key priorities.  Fitch may upgrade Delta if
adjusted debt/EBITDAR is maintained below 2.0 - 2.5x (2.2x at June
30, 2015) and as Fitch gains further comfort that Delta's metrics
and financial health will be sustainable through future downturns.
A ratings upgrade could also follow maintenance or improvement of
profitability metrics from current levels over the next 18 months
as the industry absorbs some of the capacity expansion that the
market is experiencing in 2015.  Further improvement in fixed
charge coverage ratios and evidence that Delta will be able to
maintain its solid cash flow generation over the longer term
despite increasing payments to shareholders could also support an
upgrade.

Delta's underfunded pension plan remains a concern, though Fitch
believes this concern is manageable.  The plans were underfunded by
$12.5 billion at year end 2014, leading to sizeable required annual
cash contributions.  These risks are partially mitigated by Delta's
cash flow generation, which enables the company to fund its pension
requirements while still generating positive FCF, and by Delta's
efforts to make pension contributions over and above the required
minimums.  Pension risk is also mitigated by the Pension Protection
act which governs Delta's minimum required cash contributions into
the next decade.

International markets continue to present a concern with U.S.
airlines reporting broad-based unit revenue weakness, which has
been exacerbated by the rise of the U.S. dollar.  Certain
international markets also remain weak, such as Brazil, Venezuela
and Russia.  Other rating concerns are primarily reflective of
risks inherent in the airline industry.  Cyclicality, exposure to
exogenous shocks (i.e. war, terrorism, etc.), capital intensity,
operating leverage, and sensitivity to global oil prices remain key
considerations.

KEY RATING DRIVERS

Improving Credit Metrics: Credit metrics at Delta have continued to
improve since Fitch upgraded Delta's rating to 'BB' in 2014. Fitch
expects further improvement going forward supported by a solid
domestic demand environment and by Delta's commitment to future
debt reduction.  Fitch calculates Delta's adjusted debt/EBITDAR at
2.2x as of June 30, 2015, which is down from more than 9x at year
end 2009.  Adjusted leverage is now notably lower than all other
large North American competitors with the exception of Southwest
Airlines and Alaska Air Group, both of which Fitch rates in the
'BBB' category.  Fitch believes that Delta's improved credit
profile puts it in a much stronger position to weather future
market downturns.  Delta intends to further reduce debt in the
near-term, setting a net adjusted debt target of $4 billion to be
reached by year end 2017.  Fitch views this goal as achievable
given the company's capacity to produce free cash flow, and track
record of bringing down debt since the previous recession.

Managing Costs: The ratings upgrade is supported by Delta's
successful efforts to manage its unit costs.  CASM ex fuel was
essentially flat in 2014 and decreased slightly through the first
half of this year.  Fitch's forecast includes moderate cost
inflation in the 2016 - 2017 time frame largely related to pilot
wages and salaries.  Delta's pilot contract becomes amendable later
this year, and any new contract will likely include raises
particularly given the profitability of the airline industry in
recent years.  Union contracts aside, Delta is focused on
maintaining its annual CASM inflation below 2%.

The success of Delta's cost containment program has pushed profit
margins higher.  EBITDAR margin for the LTM period ended June 30,
2015 totaled 18.6%, higher than the 18% margin posted FY 2014, and
a large improvement over margins in the high single digit/low
double digits that were seen in 2008 and 2009.  Note that margins
would have been much higher through the first six months of the
year setting aside Delta's hedge losses.

Strong FCF and Financial Flexibility: Fitch expects Delta's healthy
operating profits and manageable upcoming capex will allow the
company to produce sizeable free cash flows for the foreseeable
future.  In Fitch's base forecast, Fitch anticipates that FCF will
top $3 billion this year and approach or exceed
$3.5 billion/year in 2016 and 2017.  Delta has now produced
positive cash flow in each of the past six years, with cumulative
FCF totaling more than $10.5 billion over that time period.  The
capacity to consistently produce positive free cash flow is a key
consideration in the recommendation to upgrade the ratings.

Total liquidity as of June 30, 2015 was equal to 14.1% of LTM
revenue.  Liquidity consists of $2.3 billion of cash & equivalents,
$1.5 billion of short-term investments, and $2.0 billion of
revolver availability.  While some of Delta's airline peers have a
higher liquidity balance on a cash/revenue basis, Fitch considers
DAL's current liquidity balance to be more than adequate to fund
near-term requirements, particularly since the company is
consistently generating solid cash flow.  Fitch's base case
forecasts that DAL will generate cumulative cash flow from
operations of more than $20 billion between 2015 - 2017, exceeding
anticipated capex, dividends, and debt maturities.

Manageable Cash Obligations: Fitch expects capital expenditures to
approach $3 billion annually for the next several years, the
majority of which will consist of new aircraft deliveries as Delta
takes 737-900ERs, A330-300s in 2015 and A321s starting in 2016.
Debt maturities range from $1.0 to $2.1 billion annually over the
next three years.  These obligations are manageable in light of
Delta's expected cash generation.

Returning Cash To Shareholders: Fitch does not expect shareholder
friendly actions to harm Delta's credit profile in the near-term,
as evidenced by management's continued public statements about
reducing net debt, contributing to pension plans, and improving its
credit profile.  Delta announced a 50% dividend increase in May
2015, increasing the payout to roughly $430 million per year.
Delta's board also authorized a $5 billion share repurchase program
to be completed by year end 2017.  This comes after the company's
2014 announcement that it would complete a $2 billion repurchase
program by the end of 2016.  It completed that program more than 18
months ahead of schedule prompting a much larger authorization.
Although the planned cash outflows are sizeable, they should be
manageable given Delta's strong cash generation. Share repurchases
are also flexible and can be scaled back or cancelled in the case
of a downturn.  Fitch would have a negative view of any future
dividends or buybacks that were to occur at the expense of Delta's
balance sheet health or at the expense of necessary investments in
the business.

KEY ASSUMPTIONS

   -- Fitch's key assumptions within the rating case for DAL
      include;

   -- Low single digit capacity growth through the forecast
      period;

   -- Continued stable/slow growth in demand for US domestic
      travel;

   -- Mid-single digit PRASM decline in 2015 followed by low
      growth thereafter;

   -- Conservative fuel price assumption which includes crude oil
      approaching $80/barrel in 2016 and rising incrementally
      thereafter.

RATING SENSITIVITIES

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

   -- EBIT margins sustained in the low to mid-teens (at June 30,
      2015: 13.6%);

   -- Sustained free cash flow margins of 5% of revenue or higher

   -- Continued progress towards reducing underfunded pension
      balance

   -- Sustained FFO fixed charge coverage ratio above 4x (at
      June 30, 2015: 4.2x);

   -- Expectations for mid-cycle debt/EBITDAR to be sustained
      below 2.0 - 2.5x.

A negative rating action is not anticipated at this time. However
future actions that may individually or collectively lead to a
negative rating action include:

   -- Increased operating costs, either fuel or non-fuel related,
      that are not adequately matched by higher ticket prices
      leading to substantially reduced operating margins;

   -- A substantial increase in dividends or stock repurchases
      that comes at the expense of a healthy balance sheet;

   -- An unexpected and protracted drop in the demand for air
      travel.

FULL LIST OF RATING ACTIONS

Fitch has taken these rating actions:

Delta Air Lines, Inc.

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

   -- $450 million senior secured revolving credit facility due
      2018 upgraded to 'BBB-/RR1' from 'BB+/RR1';

   -- $1.1 billion senior secured term loan B-1 due 2018 upgraded
      to 'BBB-/RR1' from 'BB+/RR1';

   -- $400 million senior secured term loan B-2 due 2016 upgraded
      to 'BBB-/RR1' from 'BB+/RR1'.

Industrial Development Corporation (IDC) of the Port of Seattle
special facilities revenue refunding bonds series 2012 (Delta Air
Lines, Inc. Project):

   -- $66 million due April 1, 2030 upgraded to 'BB+' from 'BB '.

Fitch has assigned these ratings;

Delta Air Lines, Inc.

   -- $1.5 billion senior secured revolving credit facility due
      2020; 'BBB-/RR1';
   -- $500 million secured term loan B due 2022; 'BBB-/RR1';

The Rating Outlook is Positive.



DUNE ENERGY: Chevron and EnerVest Balk at Plan Liability Releases
-----------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that Chevron USA Inc.
and EnerVest Energy LP filed objections on Sept. 11, 2015, to the
bankruptcy plan of Dune Energy Inc.  They said the plan potentially
leaves them exposed to cleanup liabilities and could allow future
claims against them that were supposed to have been foreclosed by
an earlier agreement.  They said the plan submitted for approval on
Aug. 20, does not adequately honor the terms of agreements from
July in which Dune sold oil and gas fields to Trimont Energy LLC.

As reported in the Troubled Company Reporter on Sept. 14, 2015, the
Debtors notified the Court that it was filing a second amendment to
the purchase and sale agreement it executed with Trimont Energy
(NOW), LLC; and its third amendment to its purchase and sale
agreement with White Marlin Oil and Gas Company, LLC.

The second amendment to the Trimont PSA consisted of the
substitution of Exhibit A -- Part 1 and Exhibit A -- Part 2 of the
amended PSA, as there was a need to revise the descriptions of the
Assets set out in the Exhibits.  The need to revise the
descriptions of the assets came about when the Debtors agreed to
Trimont's request, to assign their rights under the amended PSA to:
(a) Trimont Energy (BL), LLC, insofar as the amended PSA covers the
Debtors' rights, title and interest in the Assets located in the
Bateman Lake Field, and (b) Trimont Energy (GIB), LLC, insofar as
the amended PSA covers the Debtors' rights, title and interest in
the Assets located in the Garden Island Bay Field.

The third amendment to the White Marlin PSA consisted of: (a) the
replacement of Exhibit A -- Parts 1, 2 and 5; (b) the insertion of
the phrase "occurring on or after the Petition Date" in Section
10.06 of the Agreement, referring to Suspense Accounts; and (c) the
substitution of the date "19th day of June, 2015" in the first
paragraph of the Agreement, with "24th day of June, 2015."

The Debtors closed the sales to Trimont Energy and White Marlin on
July 27, 2015, pursuant to the Trimont Sale Order and the White
Marlin Sale Order, both dated July 10, 2015.

                     Seitel Data's Objection

Seitel Date Ltd., objected to the Debtors' notice of filing
Amendment No. 3 to the White Marlin PSA, stating that it objects to
the proposed assumption and assignment of the Master Licensing
Agreement set forth in the Notice as the Master Licensing Agreement
is an agreement that is a "non-exclusive, non-transferable
license," which includes trade secrets, copyright protected
confidential and proprietary information of Seitel and may not be
transferred or assigned under the terms of the agreement and under
Section 365(c) of the Bankruptcy Code.  Seitel invokes its rights
under Section 365(c) and does not consent to any proposed
assumption and assignment of the Master Licensing Agreement.

Seitel and the Debtors are parties to the following agreements: (a)
Proprietary Seismic Data License Agreement dated February 16, 1983
by and between Dune Resources Inc. and Grant Geophysical
Corporation; and (b) 2D & 3D Onshore/Offshore Master Seismic Data
Participation and Licensing Agreement dated June 20, 2007 between
Seitel and Dune Operating Company and all related schedules.

Seitel is also a licensor to White Marlin under a 2D & 3D
Onshore/Offshore Master Seismic Data Participation and Licensing
Agreement dated June 8, 2011 and a 2D & 3D Onshore/Offshore Master
Seismic Data Participation and Licensing Agreement dated Feb. 26,
2014.  These agreements are still effective as between White Marlin
and Seitel.

                        About Dune Energy

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

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

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

The Debtors listed $229 million in total assets and $144 million
in total debts as of Sept. 30, 2014.  In their schedules, Dune
Energy Inc., et al., disclosed $263,337,172 in assets and
$107,981,306 in liabilities.

The U.S. trustee overseeing the Chapter 11 case of Dune Energy
appointed three creditors to serve on the official committee of
unsecured creditors.  The Committee is represented by Hugh M.
Ray, Esq., at McKool Smith, P.C.


ENDEAVOUR INT'L: Creditors Say "NO" to Dismissal, Want Trustee
--------------------------------------------------------------
Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review,
reported that Endeavour International Corp.'s bid to have its
Chapter 11 case tossed out of court in a so-called structured
dismissal has come under fire from unsecured creditors, who say the
deal is skewed to benefit Endeavour's foreign affiliates and a
handful of top-ranking creditors at their expense.

According to the report, in court papers filed Sept. 11 with the
U.S. Bankruptcy Court in Wilmington, Del., lawyers for the
committee representing unsecured creditors objected to Endeavour's
request for a dismissal and instead asked Judge Kevin J. Carey to
appoint a trustee to oversee the company's remaining assets.

Jonathan Randles at Bankruptcy Law360 reported that the unsecured
creditors said the strategy Endeavour is pursuing would unfairly
benefit the senior lenders while wiping out $400 million in
creditors' claims.  The unsecured creditors committee says the deal
can't be approved under the U.S. Bankruptcy Code.

                   About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-12308, Endeavour
Operating Corp.).  The Hon. Kevin J. Carey presides over the
cases.

As of June 30, 2014, the Company had $1.55 billion in total
assets,
$1.55 billion in total liabilities, $43.7 million in Series C
convertible preferred stock, and a $41.5 million stockholders'
deficit.

Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates.  The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A.  Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.

                        *     *     *

U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.

The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6).  The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.

The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.

On April 29, 2015, the Debtor announced that, as a result of
Recent
declines in oil and gas prices, the Company withdrew the proposed
Plan.


ENERGY FUTURE: Defends Pact With Creditors for Plan Support
-----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Energy Future
Holdings on Sept. 14, 2015, defended a pact it has struck with
certain creditors that locks in support of its $13 billion
reorganization plan, describing the deal in court papers filed in
Delaware as a substantial step toward exiting bankruptcy that pays
off claims filed against the estate and reduces costs.

EFH responded to several objections filed by the U.S. Trustee, its
unsecured creditors committee and other stakeholders that are
opposing entry of a proposed plan support agreement.

                      About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Hearing on Creditor Deal to Exclude Plan Attacks
---------------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that Energy Future
Holdings Corp. won a Delaware bankruptcy judge's decree on Sept. 9,
2015, that a hearing later this month on its pact with creditors to
support a $13 billion reorganization plan should exclude attacks on
the feasibility and fairness of the plan itself.

U.S. Bankruptcy Judge Christopher S. Sontchi said the focus of the
Sept. 17 and 18 hearing should be on whether the Debtors exercised
sound business judgment entering into the plan support agreement,
which locks in votes from certain creditors.

                      About Energy Future

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

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

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

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

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

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

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

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

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


FILMED ENTERTAINMENT: Still in Discussion with Potential Buyer
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Columbia
House's parent company on Sept. 11, 2015, sought a New York
bankruptcy judge's approval of an October auction but said it has
so far been unable to find a stalking horse bidder to set the price
floor for a potential sale of the mail-order DVD business.

Filmed Entertainment Inc. said in court papers that it is still in
discussions with a potential purchaser on its initial stalking
horse bid.  An attorney for Filmed Entertainment told U.S.
Bankruptcy Judge Shelley Chapman during a hearing early last week.

                   About Filmed Entertainment

Filmed Entertainment Inc. owns and operates the "Columbia House DVD
Club," a direct-to-customer distributor of movies and television
series in the United States.  FEI conducts its business through
physical catalogues and through the --
http://www.columbiahouse.com/Web site.  FEI was historically
active in the musical compact disc business, but exited the music
business in 2010.  Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.

On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York.  The case is pending
before the Honorable Shelley C. Chapman.

The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk
LLC as claims and noticing agent.

The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.

The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment Inc. to serve on the official committee of unsecured
creditors.


FISKER AUTOMOTIVE: Court Trims Investors' Suit Against Exec
-----------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that a Delaware
federal judge on Sept. 9, 2015, pared down a suit accusing
executives of bankrupt Fisker Automotive and venture capital firm
Kleiner Perkins Caufield & Byers LLC of hiding the start-up
carmaker's cash flow problems from investors.

U.S. District Judge Sue L. Robinson dismissed investors' claims
that Fisker executives Henrik Fisker, Bernhard Koehler, Joe DaMour,
Ray Lane and Keith Daubenspeck, and Kleiner Perkins violated the
Securities Act by concealing from investors issues with the
production of its hybrid cars and potential problems with a loan.


GARLOCK SEALING: Slammed Over Bid for Asbestos Payout Information
-----------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that personal injury
asbestos claimants objected on Sept. 14, 2015, to Garlock Sealing
Technologies LLC's request that 13 firms provide information on
payments to thousands of non-mesothelioma claimants, telling a
North Carolina bankruptcy court that such discovery would be
"overkill."

The official committee of asbestos personal injury claimants,
joined by the 13 firms in question, said that Garlock's own
database reveals more than 14,000 pending non-mesothelioma claims
asserted by the targeted firms since 2000.  Targeting this many
claims would be unreasonable and burdensome, the committee said.

                         About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for
asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.


GENERAL MOTORS: Duel with Ignition Switch Plaintiffs
----------------------------------------------------
Jody Godoy at Bankruptcy Law360 reported that General Motors LLC
dueled with ignition switch plaintiffs over punitive damages in
briefs filed in New York bankruptcy court on Sept. 13, 2015, with
the automaker arguing it didn't buy those liabilities in the
bankruptcy and the plaintiffs calling it a case of "buyer's
remorse."

GM and plaintiffs have previously battled in individual cases over
whether punitive damages were included in GM's assumption of
product liabilities for a defined set of suits over cars made by
the pre-bankruptcy company, referred to in proceedings as Old GM.

                     About Motors Liquidation

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

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

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

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

As of March 31, 2015, Motors Liquidation had $1.01 billion in
total
assets, $69.2 million in total liabilities and $945 million in net
assets in liquidation.


GENWORTH FINANCIAL: S&P Affirms 'BB-' CCR, Off CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its ratings
on Genworth Financial Inc. and its U.S. life insurance and mortgage
insurance operating companies from CreditWatch Developing, where
they were initially placed April 30, 2015.  S&P is affirming its
'BB-' counterparty credit and senior unsecured debt ratings on
Genworth Financial Inc., and its 'BBB-' financial strength ratings
on Genworth's U.S. life insurance companies, Genworth Life
Insurance Co., Genworth Life and Annuity Insurance Co., and
Genworth Life Insurance Co. of New York.  The outlook is negative.

S&P also raised its financial strength ratings on Genworth's U.S.
mortgage insurance units, Genworth Mortgage Insurance Corp. and
Genworth Residential Mortgage Insurance Corp. of North Carolinato
'BB+' from 'BB-'.  The outlook is negative.  S&P's ratings on
Genworth's Canada and Australia-based mortgage insurance units are
unaffected and unchanged.

"The removal of the ratings from CreditWatch reflects greater
strategic clarity as communicated by Genworth management during its
recent second-quarter 2015 earnings call," said Standard & Poor's
credit analyst Michael Gross.  Genworth's management affirmed its
strategic commitment to its North American mortgage insurance
businesses and its U.S. life insurance division.  There had been
some uncertainty regarding the near-term implications of Genworth's
recent strategic review of its U.S. life division, which
encompasses its lower-margin life insurance and fixed-rate annuity
products and its challenged long-term care business.

Despite management's stated commitment to the U.S. life insurance
business, S&P has lowered its group rating methodology designation
on the U.S. life companies to moderately strategic from core.
Management's stated strategic intent for its U.S. life division and
our S&P's expectations of continued underperformance drive its
revised designation for the U.S. life companies.  Conversely, S&P
raised its group rating methodology designation on Genworth's U.S.
mortgage insurance units to strategically important from
nonstrategic.  This change reflects the increasing long-term
strategic importance of the units to the consolidated group.

The designation changes have no current impact on S&P's 'BBB-'
ratings on the U.S. life companies.  The stand-alone ratings on the
U.S. life companies are 'BBB-', which is the same as the
consolidated group credit profile of 'bbb-' for Genworth Financial
Inc.

The designation changes have a positive impact on S&P's ratings for
U.S. mortgage-insurance entities Genworth Mortgage Insurance Corp.
and Genworth Residential Mortgage Insurance Corp. of North
Carolina.  The new ratings of 'BB+' incorporate a stand-alone
credit profile of 'bb-' complemented by two notches of implicit
support as a strategically important part of the broader group. The
rating uplift reflects ongoing financial and resource support from
the group, an improving financial risk profile, and increasing
long-term strategic importance to the consolidated group.  The U.S.
mortgage units benefit from a continuing reduction in legacy
exposure supported by an improving U.S. housing market.  However,
S&P's rating outlook is negative because of select risks across the
group and their potential influence on the overall group credit
profile.  A primary risk is that the anticipated capital rebuilding
process across the U.S. divisions--both life and mortgage
insurance--could be slowed or impaired.

The negative outlook on the U.S. life insurance companies, which
reflects a one-third chance of a rating downgrade, reflects
execution risk given the significant challenges management will
encounter in implementing a successful turnaround strategy in the
U.S. life division.  Moreover, the negative outlook captures S&P's
ongoing reassessment of management and governance and the
effectiveness of Genworth's enterprise risk management program.

The negative outlook on the holding companies reflects S&P's
concerns regarding the life companies, dividend capacity, and
reliance on asset sales.

The negative outlook on the U.S. mortgage insurance companies
reflects select risks across the group and their potential
influence on the overall group credit profile.  A primary risk is
that the anticipated capital rebuilding process across the U.S.
divisions--both life and mortgage insurance--could be slowed or
impaired.

S&P could lower its ratings on the U.S. life companies, U.S.
mortgage insurance companies, and U.S. holding companies if the
group credit profile further deteriorates.  Such a deterioration
could occur if earnings and capital decline, if S&P was to assess
management and governance at less than fair, or if S&P's view of
enterprise risk management should weaken, for examples.

S&P views an upgrade of the U.S. life insurance companies as
unlikely during the next 12-24 months.  An upgrade of the U.S.
mortgage insurance entities is possible, but somewhat unlikely as
well in the near-term.  Such an upgrade would depend on a more
stable credit outlook for the life and holding companies, as well
as continued improvement on a stand-alone basis, particularly
regarding operating performance and capital strength.



GT ADVANCED: Hearing on Equity Panel Appointment Moved to Oct. 16
-----------------------------------------------------------------
In the Chapter 11 case of GT Advanced Technologies Inc., Judge
Henry J. Boroff of the United States Bankruptcy Court for the
District of New Hampshire, at the behest of the Ad Hoc Committee of
Equity Interest Holders allowed the hearing on the Ad Hoc
Committee's Motion for an Appointment of a Committee of Equity
Interest Holders to continue to October 16, 2015 at 10:00 a.m.

The Ad Hoc Committee asserts that it has met its prima facie burden
of establishing that the Debtors are not hopelessly insolvent and
the interests of equity holders are not adequately protected.
Despite the Debtors' assurances that it is attempting to protect
creditors and equity holders, there is zero basis to conclude that
they will change that behavior now, the Ad Hoc Committee adds. The
Ad Hoc Committee requests that the Equity Committee Motion be
granted and permit the parties to work cooperatively toward a
successful resolution of these Cases.

The Ad Hoc Committee is represented by:

          Peter McGlynn, Esq.
          Jason A. Manekas, Esq.
          BERNKOPF GOODMAN LLP
          2 Seaport Lane, 9th Floor
          Boston, MA 02210
          Tel: (617) 790-3000
          Fax: (617) 790-3300
          Email: pmcglynn@bg-llp.com
                 jmanekas@bg-llp.com

               - and -

          David Barrack, Esq.
          Jeremy R. Johnson, Esq.
          POLSINELLI PC
          900 Third Avenue, 21st Floor
          New York, NY 10022
          Tel: (212) 684-0199
          Fax: (212) 684-0197
          Email: dbarrack@polsinelli.com
                Jeremy.johnson@polsinelli.com

               - and -

          Christopher A. Ward, Esq.
          Shanti M. Katona, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Tel: (302) 252-0920
          Fax: (302) 252-0921
          Email: cward@polsinelli.com
                 skatona@polsinelli.com

                   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.


HAGGEN FOOD: Gets Interim OK to Obtain $215 Million DIP Financing
-----------------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that West Coast grocery
retailer Haggen Food & Pharmacy won a Delaware bankruptcy judge's
approval on Sept. 10, 2015, to tap up to $215 million in interim
debtor-in-possession financing that the company says it needs to
keep its stores open during the Chapter 11 process.

Attorney Frank A. Merola of Strook & Strook & Lavan LLP told the
court the Debtors have an immediate need for cash as they lack
access to cash collateral and need money to pay vendors, suppliers,
landlords and employees.


HANGER INC: Moody's Withdraws Ratings Amid Fin'l Reports Delay
---------------------------------------------------------------
Moody's Investors Service stated that it has withdrawn all ratings
of Hanger, Inc., including the Corporate Family Rating of B1 and
Probability of Default Rating of B1-PD. Concurrently, Moody's
withdrew Hanger's senior unsecured note rating of B3 and the
Speculative Grade Liquidity Rating of SGL-4.

RATINGS RATIONALE

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

Hanger has been unable to obtain and file audited financial
statements for its year ended 12/31/14, or to file quarterly
statements since June 2014. Hanger has also stated that investors
cannot rely on financial statements filed for periods dating back
to December 31, 2009.

Hanger's delay in filing financial statements is due to the company
being unable to complete to its auditor's satisfaction, within the
prescribed period, its determination of the amounts and
applicability of inventory estimation methods, leases and the
effects the Company's new patient management and billing system had
on its cash collections and accounts receivable balances and
allowances for contractual adjustments and doubtful accounts on the
reporting periods. The accounting review has resulted in
significant time and expense necessary to analyze, document and
test the new accounting methodologies for the effected accounting
periods.

The following ratings have been withdrawn:

Hanger, Inc.:

Corporate Family Rating of B1

Probability of Default Rating of B1-PD

Senior unsecured notes due 2018 of B3 (LGD 5)

Speculative Grade Liquidity Rating of SGL-4

Hanger, headquartered in Austin, TX, is the leading provider of
orthotic and prosthetic patient-care services in the US. The
company owns and operates over 760 patient care centers in 45
states and the District of Columbia.


HARVEST OPERATIONS: Moody's Lowers CFR to Caa1, Outlook Neg.
------------------------------------------------------------
Moody's Investors Service downgraded Harvest Operations Corp.'s
Corporate Family Rating (CFR) to Caa1 from B1, Probability of
Default Rating to Caa1-PD from B1-PD, and the rating on the US$500
million senior unsecured notes due 2017 to Caa2 from B2. Moody's
also lowered the Speculative Grade Liquidity Rating to SGL-4 from
SGL-3. The rating outlook remains negative. The rating for the
bonds guaranteed by Korea National Oil Company (Aa3 stable, KNOC)
remained unchanged at Aa3.

"The downgrade reflects the our view that Harvest's business model
is unsustainable at today's commodity prices but for the continued
voluntary liquidity support from KNOC" says Paresh Chari, Moody's
Analyst.

Lowered:

Issuer: Harvest Operations Corp.

Speculative Grade Liquidity Rating, lowered to SGL-4 from SGL-3

Downgrades:

Issuer: Harvest Operations Corp.

Probability of Default Rating, Downgraded to Caa1-PD from B1-PD

Corporate Family Rating, Downgraded to Caa1 from B1

Senior Unsecured Regular Bond/Debenture due 2017, Downgraded to
Caa2(LGD4) from B2(LGD4)

Outlook Actions:

Issuer: Harvest Operations Corp.

Outlook, Remains Negative

RATING RATIONALE

Harvest's Caa1 CFR reflects its Caa3 stand-alone credit profile and
implicit support from its 100% parent, KNOC, for which we attribute
two notches of rating uplift. The Caa3 stand-alone credit profile
reflects our view that Harvest would default in the near term but
for continuing voluntary support from its parent. The company has
inadequate liquidity, very high leverage across all metrics driven
by the debt funding of negative free cash flow, a declining
reserves base and very weak operating efficiency and margins.
However, KNOC has invested about C$6.2 billion in Harvest to date,
over C$1 billion of support in 2015, and Moody's expect that
support to continue, although, as the rated notes are not
guaranteed and as Harvest seems to be an uneconomic marginal
investment for KNOC, support is not assured. Harvest is KNOC's
largest subsidiary in terms of reserves and production and the
majority of senior executives at Harvest are from KNOC. Moody's
believes that while it may be difficult for KNOC to put additional
cash into Harvest, it may be more difficult for them to abandon
their large investment to date.

The SGL-4 Speculative Grade Liquidity Rating reflects weak
stand-alone liquidity through September 30, 2016. At June 30, 2015,
Harvest had no cash and about C$94 million available, after letters
of credit, under its C$1 billion secured revolving credit facility
due April 30, 2017, which, as of April 2015, is guaranteed by KNOC.
Harvest will not be able to fund our expectation of about C$250
million in negative free cash flow from June 30, 2015 to September
30, 2016 through its revolver and will require additional liquidity
support from KNOC. We expect Harvest to remain in compliance with
its sole financial covenant (total debt to capitalization less than
70%) through this period. Harvest has some ability to sell assets
to raise additional funds to support its liquidity. Harvest also
has a US$171 million loan due to KNOC that matures in April 2016.
KNOC has provided significant financial support to Harvest since
acquiring it in December 2009. While we anticipate that KNOC will
continue to support Harvest, this is not factored into the SGL
rating, which we consider on a standalone basis.

The US$500 million unsecured notes, due October, 2017, are rated
Caa2, reflecting the priority ranking of the company's secured (and
KNOC-guaranteed) C$1 billion revolving credit facility and limited
cushion provided by the subordinated intercompany loans. We rank
the rated unsecured notes pari-passu with the KNOC-guaranteed
US$630 million senior unsecured notes as KNOC would step into the
legal position of any debt they paid off via their guarantee.

"The negative outlook reflects our view that Harvest would default
in the near term but for the continuing voluntary support of KNOC,
which we expect but it is not assured," said Moody's.

The stand-alone credit profile could be downgraded from Caa3 should
Harvest miss a scheduled interest or debt payment. The assigned
CFR, incorporating our opinion of likely support from KNOC, could
be downgraded from Caa1 should we adversely change in our view of
the support likely to be provided by KNOC. The rating on the
guaranteed bonds, currently rated Aa3, would be downgraded if KNOC
was downgraded.

The stand-alone credit profile could be upgraded from Caa3 should
we believe Harvest will materially improve its credit metrics and
liquidity. The assigned Caa1 CFR, incorporating our opinion of
likely support from KNOC, could be upgraded if the stand-alone
rating improves and we continue to believe KNOC will support
Harvest. The rating on the guaranteed bonds, currently rated Aa3,
would be upgraded if KNOC was upgraded.

Harvest is a Calgary, Alberta based oil and natural gas company and
wholly-owned subsidiary of Korea National Oil Company. Harvest has
production of about 42,000 barrels of oil equivalent per day (net
of royalties) and a proved reserve base of 182,000 thousand barrels
of oil equivalent

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.


HD SUPPLY: CEO of Facilities Maintenance Unit Steps Down
--------------------------------------------------------
Anesa T. Chaibi, president and chief executive officer, HD Supply
Facilities Maintenance, resigned from her position with HD Supply,
but has agreed to remain employed with the Company through Oct. 9,
2015, to assist in transitioning her responsibilities.  

Upon her departure, contingent upon compliance with the terms and
conditions of the release, non-competition and non-solicitation
provisions contained in her separation agreement, Ms. Chaibi will
receive two years of salary continuation, a bonus payment based on
HD Supply Facilities Maintenance's fiscal 2015 performance capped
at 100% of plan, an $18,455 net-of-tax cash payment in lieu of
benefits, and she will retain her company car net of tax, printer
and cell phone.  Options to purchase 86,800 shares will vest on
June 26, 2016, and will be exercisable for 90 days from the vest
date assuming compliance with the terms of her separation
agreement.

Joseph J. DeAngelo, chairman, president and chief executive
Officer, will assume responsibility for leading the HD Supply
Facilities Maintenance business unit effective Sept. 8, 2015.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

As of Aug. 2, 2015, the Company had $6.5 billion in total assets,
$6.8 billion in total liabilities and $393 million in total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Aug. 5, 2015, Moody's Investors Service
upgraded HD Supply, Inc.'s Corporate Family Rating to B2 from B3
and revised its rating outlook to positive from stable, since key
debt credit metrics are becoming more supportive of higher ratings.
The upgrade of HDS's Corporate Family Rating to B2 from B3 and the
change in rating outlook to positive from stable results from
Moody's expectations for key debt credit metrics becoming more
supportive of higher ratings, due to solid operating performance
and lower levels of balance sheet debt.

The TCR reported in August 2015 that Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Atlanta-based industrial distributor HD Supply Inc. to 'B+' from
'B'.  "The upgrade reflects the company's consistently good
operating performance over the past 12 months, which has caused its
leverage to fall below 6x as of May 3, 2015," said Standard &
Poor's credit analyst Svetlana Olsha.


HD SUPPLY: CEO of Waterworks Division Steps Down
------------------------------------------------
Jerry L. Webb, chief executive officer, HD Supply Waterworks, on
Sept. 4, 2015, resigned from his position with HD Supply, but has
agreed to remain employed with HD Supply through Nov. 2, 2015, to
assist in transitioning his responsibilities.  Upon his departure,
contingent upon compliance with the terms and conditions of the
release, non-competition and non-solicitation provisions contained
in his separation agreement, Mr. Webb will receive 18 months of
salary continuation, a bonus payment based on HD Supply Waterworks'
fiscal 2015 performance capped at 100% of plan, and an $18,455
net-of-tax cash payment in lieu of benefits. Options to purchase
57,200 shares will vest upon Mr. Webb's termination and will be
exercisable for one year assuming compliance with the terms of his
separation agreement.

Stephen O. LeClair, president, HD Supply Waterworks, will assume
responsibility for leading the HD Supply Waterworks business unit
effective Sept. 8, 2015.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

As of Aug. 2, 2015, the Company had $6.5 billion in total assets,
$6.8 billion in total liabilities and $393 million in total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Aug. 5, 2015, Moody's Investors Service
upgraded HD Supply, Inc.'s Corporate Family Rating to B2 from B3
and revised its rating outlook to positive from stable, since key
debt credit metrics are becoming more supportive of higher ratings.
The upgrade of HDS's Corporate Family Rating to B2 from B3 and the
change in rating outlook to positive from stable results from
Moody's expectations for key debt credit metrics becoming more
supportive of higher ratings, due to solid operating performance
and lower levels of balance sheet debt.

The TCR reported in August 2015 that Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Atlanta-based industrial distributor HD Supply Inc. to 'B+' from
'B'.  "The upgrade reflects the company's consistently good
operating performance over the past 12 months, which has caused its
leverage to fall below 6x as of May 3, 2015," said Standard &
Poor's credit analyst Svetlana Olsha.


HEALTHCARE REALTY: Moody's Hikes Sub Debt Shelf Rating From (P)Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded Healthcare Realty's senior
unsecured debt rating to Baa2 from Baa3 due to improvement in the
REIT's leverage and coverage metrics. The rating outlook was
revised to stable from positive in the same rating action.

The following ratings were upgraded with a stable outlook:

Senior Unsecured debt to Baa2 from Baa3

Senior Unsecured debt shelf to (P)Baa2 from (P)Baa3

Subordinate debt shelf to (P)Baa3 from (P)Ba1

Preferred shelf to (P)Baa3 from (P)Ba1

RATINGS RATIONALE

The ratings upgrade reflects favorable trends in Healthcare
Realty's operational performance including cash leasing spreads and
occupancy growth. The REIT's credit metrics strengthened due to
improved operating performance without a corresponding increase in
balance sheet size or debt capital base. Net debt to EBITDA
improved to 6.1x from 6.6x between YE2013 and 2Q2015 and the fixed
charge coverage increased to 3.2x from 2.7x in the same timeframe.

The REIT's liquidity profile is sound with only $80 million of debt
maturing through year-end 2016 and modest capital commitments for
ongoing development/redevelopment. Healthcare Realty's $700 million
revolver had available capacity of $542 million as of 2Q2015 and
matures in the first quarter of 2017. Draws on the revolver have
been moderate so far and Moody's expects that the facility would be
extended or replaced well in advance of the maturity date.

Healthcare Realty's Baa2 senior unsecured debt rating reflects its
high quality portfolio of medical office buildings (MOB) and
outpatient service assets, segments that are among the most sought
after asset classes in the healthcare real estate space. The
proportion of MOB assets in HR's portfolio increased to 89% from
83% over the last few quarters. The proportion of on-campus assets,
the preferred property type, is strong at 80% and multi-tenant
facilities, another desirable attribute, account for 92% of the
portfolio. Occupancy has been improving at a modest but steady pace
and was 86.7% at 2Q2015. Cash releasing spreads for the
multi-tenant assets averaged 4.3% in 1H2015, relative to 2.5% in
2014.

Over the last 2 years, Healthcare Realty has materially reduced its
exposure to new developments. New projects announced at the end of
2Q2015 are modest in terms of scale, accounting for an investment
of 1% of gross assets. The REIT acquired two MOB assets in 2015 for
$53 million and expects to close another $50-100 million by
year-end. Given the strong investor interest in high quality MOB
assets, Moody's expects that it would be challenging to
consistently find good assets at reasonable cap rates over the
longer term.

The stable rating outlook reflects Moody's expectation that
Healthcare Realty will maintain its franchise in the MOB segment
and financial metrics will remain consistent with the benchmarks
for the rating level. The outlook also takes into consideration the
REIT's modest size relative to some of the larger and more
diversified healthcare REITs and limited opportunity to grow scale
given the competitive environment for MOB acquisitions.

A rating upgrade is unlikely in the intermediate term and would
require Healthcare Realty to maintain gross assets above $7
billion. Additionally, net debt to EBITDA should be below 5.0x and
fixed charge coverage should be approaching 4.0x.

The rating could be downgraded if book leverage (debt + preferred
as % of gross assets) is above 45% or net debt to EBITDA is greater
than 6.5x, on a consistent basis. Secured leverage above 10% and
fixed charge coverage remaining below 3.0x could also cause a
downgrade.

The principal methodology used in these ratings was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.



HEALTHSOUTH CORP: Moody's Rates New $300MM Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 4) rating to
HealthSouth Corporation's proposed offering of $300 million of
senior unsecured notes due 2025. Moody's understands that the
proceeds of the offering, along with previously completed bank and
bond offerings, will be used to fund a portion of the previously
announced $730 million acquisition of Reliant Hospital Partners,
LLC. The acquisition is expected to close in the fourth quareter of
2015. HealthSouth's existing ratings, including its Ba3 Corporate
Family Rating and Ba3-PD Probability of Default Rating, are
unchanged. The negative rating outlook is also unchanged.

Following is a summary of Moody's rating actions.

Rating assigned:

$300 million senior unsecured notes due 2025 at B1 (LGD 4)

Ratings unchanged with LGD assessments revised:

Senior secured revolver expiring 2020 to Baa3 (LGD 1) from Baa3
(LGD 2)

Senior secured term loans due 2020 to Baa3 (LGD 1) from Baa3
(LGD 2)

RATINGS RATIONALE

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderately high leverage and strong interest coverage. Moody's
expects that healthy cash flow will allow the company to reduce
leverage following recently completed and planned acquisitions and
continue to invest in growing its inpatient rehabilitation and home
health businesses. Moody's also acknowledges that HealthSouth's
considerable scale in the inpatient rehabilitation sector and
geographic diversification should allow the company to adjust to or
mitigate payment reductions more easily than many other inpatient
rehabilitation providers.

The negative outlook reflects Moody's belief that recent large
debt-financed acquisitions demonstrate management's willingness to
operate with higher leverage in order to complete opportunistic
acquisitions. Further, in Moody's view, the increase in debt and
weaker credit metrics resulting from these leveraging transactions
reduce HealthSouth's cushion to absorb negative events at the
current rating level.

If Moody's expects debt to EBITDA to be sustained above 4.0 times,
either through unforeseen adverse developments in Medicare
reimbursement, a significant debt financed acquisition, an
increased appetite for debt financed shareholder initiatives, or
deterioration in operating performance, the ratings could be
downgraded.

Given the recent increase in leverage, Moody's does not anticipate
an upgrade of the ratings in the near term. However, the ratings
could be upgraded if HealthSouth can sustain debt to EBITDA below
3.0 times and EBITA to interest above 3.5 times. Also, the company
would need to remain disciplined in regards to acquisitions and
shareholder returns and their impact on credit metrics.

The principal methodology used in this rating was Global Healthcare
Service Providers published in December 2011.

Headquartered in Birmingham, Alabama, HealthSouth Corporation is
the largest operator of inpatient rehabilitation facilities (IRFs),
as well as a provider of home health and hospice services. The
company recognized over $2.7 billion in revenue for the twelve
months ended June 30, 2015.


HELLAS TELECOMM: Noteholders Trustee Can Rework $565MM PE Suit
--------------------------------------------------------------
Jeff Zalesin at Bankruptcy Law360 reported that the trustee for
Hellas Telecommunications SARL noteholders can rework its $565
million suit over an alleged scheme in which private equity backers
TPG Capital LP and Apax Partners LLP enriched themselves while
driving Hellas into insolvency, a New York federal judge said on
Sept. 11, 2015.

In a brief order following a Sept. 11 hearing, U.S. District Judge
J. Paul Oetken denied without prejudice two motions to dismiss
Wilmington Trust Co.'s complaint, which seeks to collect $565.4
million after a New York state judge entered a judgment for that
amount.

                  About Hellas Telecommunications

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

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012.  Bankruptcy Judge
Martin Glenn presides over the case.

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

The petitioners are represented by Howard Seife, Esq., at
Chadbourne & Parke LLP.


HENNIGES AUTOMOTIVE: Moody's Withdraws All Ratings
--------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Henniges
Automotive Holdings, Inc. On September 9, 2015, Henniges announced
that it had been acquired by AVIC Automotive Systems Holding Co.,
Ltd. (AVIC Auto), a wholly owned subsidiary of Aviation Industry
Corporation of China (AVIC). Concurrent with the transaction,
Henniges' rated debt was repaid.

Ratings Withdrawn

Henniges Automotive Holdings, Inc.:

Corporate Family Rating of B2;

Probability of Default Rating of B2-PD;

Senior secured term loan rating of B1 (LGD3)

Henniges Automotive Holdings, Inc., headquartered in Auburn Hills,
MI, is a leading designer and manufacturer of vehicle sealing
systems for doors, windows, trunks, lift gates, sunroofs, and hoods
primarily for the sale to companies in the North American,
European, and Chinese automotive markets. The company also supplies
the automotive market with anti-vibration products, encapsulated
glass, and other rubber components. The company had net sales of
approximately $824 million in 2014.


HEXION INC: S&P Affirms 'CCC+' CCR & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Ohio-based Hexion Inc. and revised the rating
outlook to stable from negative.  At the same time, S&P affirmed
its 'CCC+' first-lien issue rating on the company's senior secured
notes and 'CCC' rating on the remainder of the company's debt
issues.  The recovery rating on the first-lien notes remains '3',
indicating S&P's expectation of meaningful (lower half of the
50%-70% range) recovery in the event of a default scenario.  The
recovery rating on the remainder of the company's debt issues
remains '5', indicating modest (lower half of the 10%-30% range)
recovery in a default scenario.

"The outlook revision to stable reflects our view that Hexion's
operating performance has improved as a result of improving
macroeconomic market conditions and lower raw material prices,"
said Standard & Poor's credit analyst Allison Czerepack.  "This
improvement has come despite volatile oil markets and currency
headwinds," she added.

The stable outlook on Hexion reflects S&P's expectation that the
company's credit measures will remain appropriate for the lower end
of the "highly leveraged" financial risk profile.  Despite currency
headwinds, S&P expects the company to improve FFO to debt in
mid-single-digits range and debt to EBITDA of below 10x.  S&P's
ratings assume that the company's liquidity position will not
further deteriorate from current levels.

S&P could lower the ratings during the next year if liquidity
weakens more than it expects, increasing the likelihood that Hexion
might not meet its payment obligations.  This could occur if
macroeconomic or industry conditions worsen materially, raw
material costs spike and Hexion is unable to pass cost increases on
to its customers, capital spending exceeds S&P's expectations,
there are additional sizable acquisitions, the shared services
agreement with MPM is terminated or significantly amended, or if
Hexion incurs substantial restructuring costs.  S&P could also
lower the ratings if it believes a debt restructuring is likely.

S&P could increase the rating on Hexion if further improvement to
operating performance causes operating cash flow to consistently
remain positive and liquidity strengthens to "adequate" as defined
in S&P's criteria.  Although unlikely in the near term, S&P could
raise the ratings slightly if the foregoing comes to pass, Hexion
achieves and maintains an adjusted debt to EBITDA ratio of about
6x, and the financial sponsor appears unlikely to relever the
company.



HHH CHOICES: Names Harter Secrest as Legal Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York was
scheduled to convene a hearing on Sept. 15, 2015, to consider HHH
Choices Health Plan, LLC's motion to employ Harter Secrest & Emery
LLP as legal counsel nunc pro tunc to June 1, 2015.

The Debtor selected HSE because of the parties' long-term
relationship, and the firm's experienced bankruptcy and financial
reorganization practice group.

The hourly rate of the firm's personnel are:

   Name                      Level               Hourly Rate
   ----                      -----               -----------
Raymond L. Fink              Partner                 $468
Richard T. Yarmel            Partner                 $468
John A. Mueller              Senior Associate        $332
Rayza R. Santiago            Associate               $259
Michael J. Rooney            Associate               $230
TBD                          Paralegal               $148

HSE will charge for the actual expenses and disbursements
incurred in connection with the client's case.

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

The firm can be reached at:

         Raymond L. Fink, Esq.
         John A. Mueller, Esq.
         HARTER SECREST & EMERY LLP
         12 Fountain Plaza, Suite 400
         Buffalo, NY 14202-2293
         Tel: (716) 853-1616
         E-mails: rfink@hselaw.com
                 jmueller@hselaw.com

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.


HILL-ROM HOLDINGS: Moody's Assigns 'Ba2' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating,
Ba2-PD Probability of Default rating and SGL-2 Speculative Grade
Liquidity rating to Hill-Rom Holdings, Inc. Moody's also downgraded
Hill-Rom's senior unsecured rating to B1 from Baa3. These actions
follow Hill-Rom's closing on its acquisition of Welch Allyn
Holdings, Inc. Previously assigned provisional (P)Ba2 senior
secured ratings and the (P)B1 senior unsecured rating have been
converted to Ba2 and B1, respectively. The rating outlook is
stable.

This action concludes Moody's ratings review that was initiated on
June 17, 2015.

Moody's took the following rating actions on Hill-Rom Holdings:

Ratings assigned:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

Speculative Grade Liquidity Rating at SGL-2

Provisional ratings converted to definitive ratings:

Senior secured Term Loan A to Ba2 (LGD3) from (P)Ba2 (LGD3)

Senior secured Term Loan B to Ba2 (LGD3) from (P)Ba2 (LGD3)

Senior secured revolving credit facility to Ba2 (LGD3) from (P)Ba2
(LGD3)

Senior unsecured notes to B1 (LGD6) from (P)B1 (LGD6)

Ratings downgraded:

Senior unsecured notes to B1 (LGD6) from Baa3

Rating outlook is Stable.

RATINGS RATIONALE

"Despite benefits of increased scale and product diversity, the
incremental debt associated with Welch Allyn has substantially
weakened Hill-Rom's credit metrics, which no longer support an
investment grade rating," said Diana Lee, a Moody's Senior Credit
Officer.

Hill-Rom's Ba2 CFR reflects the company's product and segment
concentration its exposure to the US acute and post-acute care
hospital customers that are facing reimbursement and volume
pressures, and moderate size compared to its key competitor.
Hill-Rom's debt-financed acquisitions and commitment of returning a
majority of its cash flow to shareholders signal a more aggressive
posture toward leverage. The rating also reflects its leading
position in the acute care hospital bed market.

The combined company operates under much higher financial leverage
following the acquisition of Welch Allyn. Moody's estimates that
debt/EBITDA, which initially rose to over 5.0 times from around 2.0
times as of June 30, 2015, will decline to below 4.0 times within
24 months following the close of the transaction. Moody's also
expects organic revenue growth in the low single-digits, as both
Hill-Rom and Welch Allyn's products face strong competition,
customer pricing pressure, and weak hospital utilization trends in
the US and other developed markets. Positive rating consideration
is given to Hill-Rom's increased scale and diversity following the
acquisition through Welch Allyn's strong and leadership positions
in niche product categories. The rating also incorporates Moody's
expectation of good liquidity and positive free cash flow to
support deleveraging.

The stable rating outlook incorporates Moody's expectation that
Hill-Rom will meet its deleveraging plan and successfully integrate
the operations of Welch Allyn.

Moody's could downgrade the ratings if Hill-Rom fails to
successfully integrate the Welch Allyn acquisition, if the company
does not deleverage and bring debt/EBITDA below 4.0 times over the
next 24 months, or engages in further large acquisitions or
shareholder payouts. If liquidity materially deteriorates the
ratings could also be downgraded. Moody's does not expect
Hill-Rom's rating to be upgraded in the near term. However, over
time, Moody's could upgrade the ratings if Hill-Rom can sustain
positive organic sales growth and continues to improve its product
diversification. Debt/EBITDA sustained at around 3.0 times could
further support an upgrade.

Hill-Rom's SGL-2 Speculative Grade Liquidity Rating reflects
Moody's expectation of good liquidity over the next 12-18 months.
This is supported by healthy cash balances and Moody's expectation
of annual free cash flow in excess of $130 million, as well as
ample availability under the company's $500 million revolving
credit facility.

The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012.

Hill-Rom Holdings, Inc. is primarily a manufacturer and provider of
patient support systems (e.g., hospital beds and therapeutic
surfaces), mobility solutions, hospital furniture and certain
surgical and respiratory products. Revenue, pro-forma for the Welch
Allyn acquisition, is approximately $2.7 billion for the last
twelve months ended June 30, 2015.


HOST HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating and '1' recovery rating to Bethesda, Md.-based Host Hotels &
Resorts L.P.'s $500 million delayed-draw term loan commitment
maturing September 2020.  The '1' recovery rating indicates S&P's
expectation for very high (90% to 100%) recovery for lenders in the
event of a payment default.  The company is exercising the
accordion feature under its 2014 senior credit facility and will
periodically draw under the delayed draw commitment and use
proceeds for general corporate purposes, including debt repayment
and possible acquisitions.

Host's credit facility and existing notes and debenture indentures
have released their former subsidiary guarantees and stock pledges.
Effectively, the credit facility is currently unsecured. However,
if Host's leverage ratio exceeds 6x for two consecutive fiscal
quarters at a time when Host does not carry an investment-grade,
long-term unsecured debt rating, the subsidiary guarantees and
equity pledges will spring back into place in Host's revolver, term
loans, and note indentures.  S&P's simulated default scenario for
Host incorporates the assumption that the company's leverage ratio
will be above 6x, and the credit facility and notes would be
secured at that time.

S&P's 'BB+' corporate credit rating and stable outlook on Host are
unchanged.  S&P's "significant" financial risk assessment on Host
reflects its belief that the company will sustain leverage measures
within its thresholds, which are total joint venture and operating
lease adjusted debt to EBTIDA of less than 4x and funds from
operations (FFO) of greater than 20%.  Although spending on
acquisitions and share repurchases in the first half of 2015
exceeded proceeds from asset sales, S&P expects Host to actively
market hotels for sale, domestically and internationally, in the
second half of 2015, utilizing any proceeds for dividend payments,
share repurchases, or acquisitions.  This, coupled with S&P's
unchanged base-case forecast assumptions, results in reported debt
to EBITDA in the low-3x area and FFO to debt in the mid-20% area
through 2016.

S&P's assessment of Host's business risk profile as "satisfactory"
reflects the company's high-quality and geographically diversified
hotel portfolio in the U.S., strong brand relationships, and
experienced management team.  Partly offsetting these positive
attributes are the cyclical nature of the lodging industry and the
associated revenue and earnings volatility of the company's owned
hotel portfolio.

RATINGS LIST

Host Hotels & Resorts L.P.
Corporate Credit Rating        BB+/Stable/--

New Rating

Host Hotels & Resorts L.P.
$500 mil. delayed-draw term loan due 2020
Senior Unsecured               BBB
  Recovery Rating               1



HOVENSA LLC: Files for Ch. 11 Following U.S. Virgin Island Suit
---------------------------------------------------------------
Hovensa LLC, the owner of a mothballed refinery on St. Croix in the
U.S. Virgin Islands, sought protection under Chapter 11 of the
Bankruptcy Code.

Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that the abandoned oil refinery filed for chapter 11 as
part of a plan to sell its assets for $184 million to an affiliate
of Boston private-equity firm ArcLight Capital Partners LLC.

The refinery, known as Hovensa LLC, is a joint venture formed by
Hess Corp. and Petroleos de Venezuela, the national oil company of
Venezuela, the DBR report noted.

Jeff Horwitz and Michael Biesecker, writing for The Associated
Press, reported that the Chapter 11 filing came within hours of the
filing of a lawsuit by the U.S. Virgin Islands against Hovensa.

According to the AP report, the U.S. Virgin Islands sued for more
than $1 billion, alleging that the firm abandoned a massive oil
refinery it had pledged to run through the year 2022.  The islands'
complaint alleged a pattern of misconduct by executives at Hess,
which operated with Venezuela's state-owned oil company what was
once the world's largest refinery before closing it in 2012, the
report noted.  It said Hess conspired to strip the facility's
assets in order to leave the government with claims against a
broke, polluted and inoperable refinery, the report further noted.


HOVNANIAN ENTERPRISES: Incurs $7.7 Million Net Loss in Fiscal Q3
----------------------------------------------------------------
Hovnanian Enterprises, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.7 million on $540.6 million of total revenues for the three
months ended July 31, 2015, compared to net income of $17.1 million
on $551 million of total revenues for the same period during the
prior year.

For the nine months ended July 31, 2015, the Company reported a net
loss of $41.6 million on $1.4 billion of total revenues compared to
a net loss of $15.3 million on $1.3 billion of total revenues for
the same period a year ago.

As of July 31, 2015, the Company had $2.5 billion in total assets,
$2.7 billion in total liabilities and a $151.5 million total
stockholders' deficit.

"While we are disappointed with the loss for the third quarter, it
was within the guidance we gave on our second quarter conference
call," stated Ara K. Hovnanian, chairman of the Board, president
and chief executive officer.  "During the third quarter the dollar
value of our contract backlog increased 23% year-over-year, while
the dollar value of our net contracts increased 20% compared to
last year's third quarter, and we also had a 170 basis point
sequential improvement in our quarterly gross margin.  Furthermore,
assuming no changes in market conditions, we are on track for solid
profitability during the fourth quarter of fiscal 2015 and are well
positioned for a breakout year from the perspective of deliveries
and revenues which should lead to profitability in fiscal 2016,"
concluded Mr. Hovnanian.

Total liquidity at the end of the third quarter of fiscal 2015 was
$258.4 million compared with $231.7 million at July 31, 2014. Total
liquidity at July 31, 2015, included $207.3 million of homebuilding
cash and cash equivalents, $2.6 million of restricted cash required
to collateralize letters of credit and $48.5 million of
availability under the unsecured revolving credit facility.

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/YxErYy

Hovnanian filed a Form 8-K with the SEC solely to correct certain
typographical errors in slide 33 of a presentation given on Sept.
9, 2015, entitled "Review of Financial Results Third Quarter Fiscal
2015".  These changes to slide 33 of the Presentation have no
impact on any other information in the Presentation, including the
information entitled "Guidance for the Fourth Quarter of 2015"
presented on slide 24 of the Presentation.

Due to typographical error, in the column entitled "Guidance-FY' 15
on slide 33:

   * the number of "Deliveries - Total Wholly Owned," was
     erroneously presented as 5,376.  This number should be 5,560.
   
   * the "Average Sales Price" was erroneously presented as
     $397,765.  This number should be $384,601.

                   About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

The TCR reported on Jan. 9, 2014, that Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


HS GROUP: S&P Assigns 'B' CCR & Rates $300MM 1st Lien Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Eden Prairie, Minn.-based HS Group Holdings Inc.
The outlook is negative.

At the same time, S&P assigned its 'B' issue-level rating to the
company's $300 million first-lien term loan maturing 2022 and $35
million revolving credit facility maturing 2020.  The '3' recovery
rating indicates S&P's expectations for meaningful (50%-70%; at the
lower end of the range) recovery in the event of payment default.

S&P also assigned its 'CCC+' issue-level rating to the $130 million
second-lien term loan maturing 2023.  The '6' recovery rating
indicates S&P's expectations for negligible (0%-10%) recovery in
the event of payment default.  The co-borrowers of the new credit
facilities will be Help/Systems Holdings Inc. and Help/System LLC.


"The ratings reflect our view of the company's 'weak' business risk
profile as defined under our criteria, incorporating the company's
narrow product focus in a fragmented market, partly offset by a
highly recurring revenue base and high EBITDA margins, and a highly
leveraged financial risk profile," said Standard & Poor's credit
analyst Kenneth Fleming.

The negative outlook reflects initial leverage of greater than 7x
pro forma for the new capital structure and S&P's expectation that
the company will use most of its free operating cash flow (FOCF) to
fund acquisitions as opposed to debt repayment.



JOE'S JEANS: To Sell Joe's Brand, Operating Assets for $80 Million
------------------------------------------------------------------
Joe's Jeans Inc. and RG Parent, LLC unveiled two transformative
transactions:

     -- First, the Company has agreed to sell the Joe's brand and
operating assets for an aggregate purchase price of $80 million to
two separate buyers, Sequential Brands Group Inc. and Global Brands
Group Holding Limited.  Proceeds from the transactions will be used
to retire certain outstanding indebtedness, including all
indebtedness owed to the Company's senior term loan lender.  The
closings of the asset sale transactions are subject to satisfaction
or waiver of certain conditions, including the simultaneous
closings of both asset sales.  It is anticipated that the asset
sale transactions will close by Sept. 30, 2015.

     -- Second, the Company has agreed to merge the remaining
Hudson business with the parent company of Robert Graham, RG Parent
LLC, a nationally-recognized fashion brand.  The strategic
combination of the Robert Graham and Hudson brands will provide the
foundation of a new, premium branded consumer platform that focuses
on organically growing its owned brands through a global,
omni-channel strategy, including premium wholesale department store
and specialty stores, direct-to-consumer retail stores, ecommerce,
and licensing.  Additionally, the platform intends to seek
opportunities to acquire accretive, complementary, premium-plus
brands.

Upon the closing of the Joe's brand asset sale transactions, the
Company will be renamed Differential Brands Group Inc. and remain
listed on NASDAQ.  The name change signifies the transformation of
these standalone businesses and the creation of a unified consumer
platform.  After the completion of the merger transactions, the
Robert Graham equity holders will own approximately 47.3% of the
Common Stock, the preferred stock owned by Tengram will be
convertible into approximately 23.9% of the Common Stock, the
convertible noteholders will own approximately 14.0% of the Common
Stock and the existing stockholders (including the outstanding
equity awards under the Company's incentive plan) will own
approximately 14.2% of the Common Stock, all on a fully diluted
basis.  The merger is subject to regulatory approval, as well as a
vote of the Company's stockholders on certain matters related to
the merger, including a one for thirty reverse stock split, and is
expected to close during the fourth quarter of 2015.

In connection with the merger, an affiliate of Tengram Capital
Partners, a consumer-focused private equity firm and the
controlling owner of the Robert Graham business, has agreed to
sponsor a recapitalization of the combined business to improve and
simplify the capital structure.  Tengram will purchase $50 million
of new series A convertible preferred stock of the Company.  Upon
the closing of the Merger, the outstanding indebtedness of the
Company owed to its senior revolving credit lender will be paid in
full, as well as certain indebtedness to the convertible
noteholders and Joe Dahan.  In connection with the Merger, the
holders of the Company's outstanding convertible notes will
exchange such notes for common stock, cash and modified convertible
notes.

Michael Buckley, current chief executive officer of Robert Graham,
who has previous public company leadership experience at True
Religion, in addition to building Diesel, and Ben Sherman, has been
tapped to lead DBG as chief executive officer, upon the closing of
the Merger.  Mr. Buckley stated, "I believe Differential is
uniquely positioned to become one of the leading premium
omni-channel brand platforms in the world, and I am thrilled to
begin leading the company as Chief Executive Officer after the
closing of the Merger," Mr. Buckley stated.  "I am excited to begin
working closely with the Board of Directors, Tengram Capital
Partners and each of our current and future portfolio brands in
building shareholder value in the years to come."  Mr. Sweedler,
Co-founder and Managing Partner of Tengram added, "Tengram is
thrilled to be the lead sponsor in this transformative transaction
and to have the opportunity to create a second public platform with
a focused operating playbook to fuel strong growth in the
foreseeable future."

The issuance of shares and certain other transactions related to
the merger will require majority approval of the Company's
stockholders at a stockholder meeting expected to be held during
the fourth quarter of 2015.  Joe Dahan, beneficial owner of
approximately 17% of the Company's outstanding stock, has entered
into a voting agreement, pursuant to which he has agreed to vote
his shares in favor of the merger.

Skadden, Arps, Slate, Meagher & Flom LLP and Piper Jaffray advised
Tengram and Robert Graham on the various transactions while Akin
Gump Strauss Hauer & Feld LLP and Carl Marks Securities LLC advised
Joe's Jeans Inc.

B. Riley & Co., LLC served as the exclusive financial advisor to
Peter Kim and Fireman Capital Partners on all matters related to
this transaction while Sullivan & Cromwell LLP provided legal
counsel to Mr. Kim and McDermott Will & Emery LLP provided counsel
to Fireman Capital Partners.

                 Operating Asset Purchase Agreement

On Sept. 8, 2015, the Company and GBG USA Inc., entered into an
asset purchase agreement, pursuant to which, the Operating Assets
Purchaser will, among other things, purchase certain inventory and
other assets and assume certain liabilities from the Company and
its subsidiaries related to the Joe's Business, including certain
employees of the Joe's Business and at a later date, specified
Joe's store leases.  The aggregate purchase price will be $13
million.  Additionally, at the closing of the sale, the Operating
Assets Purchaser will deposit $1.5 million into an escrow account,
which will be used to defer certain costs and expenses which may be
incurred by the Company after the closing of the transaction.

The Operating Asset Purchase Agreement contains representations and
warranties, covenants of the Company, and indemnification rights of
both parties after the closing of the transaction that are
customary for transactions of this type.

The closing of the Operating Asset Purchase Agreement is subject to
certain conditions, including that the transactions contemplated by
the IP Asset Purchase Agreement must have been consummated or all
conditions to the consummation must be satisfied or waived and
other customary closing conditions.

The Operating Asset Purchase Agreement may be terminated under
certain circumstances, including if the closing date has not
occurred on or prior to Sept. 30, 2015.

                     Stock Purchase Agreement

On Sept. 8, 2015, the Company entered into a stock purchase
agreement with TCP Denim, LLC, a Delaware limited liability company
and affiliate of TCP, pursuant to which the Company will issue and
sell to Purchaser immediately prior to the consummation of the
Merger an aggregate of 50,000 shares of the Company's preferred
stock, par value $0.10 per share, designated as "Series A
Convertible Preferred Stock", for an aggregate purchase price of
$50 million in cash.  Concurrently with the execution of the Stock
Purchase Agreement, Tengram Capital Partners Fund II, L.P., a
Delaware limited partnership, is entering into a limited guaranty
in favor of the Company with respect to the obligations of the
Purchaser under the Stock Purchase Agreement to pay the purchase
price.

                        Rollover Agreement

On Sept. 8, 2015, the Company entered into a rollover agreement
with the holders of the Company's convertible notes, pursuant to
which the holders of the Convertible Notes have agreed to
contribute to the Company the Convertible Notes in exchange for the
following:

   * issuance by the Company of a number of shares of Common Stock

     with a value per share of $11.10 of the Company's Common
     Stock equal to the sum (i) of a specified percentage of the
     principal amount of Convertible Notes held by such
     noteholder, which principal amount, as of July 1, 2015, is an
     aggregate of $33,990,538 and will be increased by any PIK
     interest payable in accordance with the terms of the
     Convertible Notes until the time that is immediately prior to
     the Effective Time, and (without duplication) and (ii) all
     accrued interest, including default interest as applicable,
     owing on 50% of the principal amount of those Convertible
     Notes in accordance with the terms of the Convertible Notes
     as of the Rollover Time, which amount, as of July 1, 2015, is
     an aggregate of $1,936,617 and which will continue to accrue
     interest in accordance with the terms of the Convertible
     Notes until the Rollover Time.  The holders of Convertible
     Notes will receive in the aggregate approximately 14.0% of
     the Company's Common Stock outstanding immediately after
     consummation of the Merger;

   * a cash payment by the Company to each noteholder equal to
     25% of the principal amount of Convertible Notes as of the
     Rollover Time held by each such holder of the Convertible
     Notes, which principal amount, as of July 1, 2015, is an
     aggregate of $33,990,538, which will be increased by any PIK
     interest payable in accordance with the terms of the
     Convertible Notes until the Rollover Time; and

   * a modified convertible note with a principal amount equal to
     the sum of (i) a specified percentage of the principal amount
     of Convertible Notes as of the Rollover Time held by each
     holder of the Convertible Notes, which principal amount, as
     of July 1, 2015, is an aggregate of $33,990,538 and will be
     increased by any PIK interest payable in accordance with the
     terms of the Convertible Notes until the Rollover Time, and
     (without duplication) (ii) all accrued interest, including
     default interest as applicable, owing on 50% of the principal

     amount of the Convertible Notes in accordance with the terms
     of the Convertible Notes as of the Rollover Time, which
     amount, as of July 1, 2015, is an aggregate of $1,936,617 and

     which will continue to accrue interest in accordance with the

     terms of the convertible notes until the rollover time.  The
     holders of Convertible Notes will receive in the aggregate
     approximately $16.4 million outstanding principal amount of
     Modified Convertible Notes.

Additional information regarding this transaction is available for
free at http://is.gd/G35MRI

                      Director Dahan Departs

In connection with the Asset Sale, the Company has entered into a
Separation Agreement and Mutual Limited Release, dated as of
Sept. 8, 2015, with Joseph Dahan, pursuant to which Mr. Dahan will
resign as a member of the Board and as Creative Director of the
Company, effective as of the closing date of the Operating Asset
Purchase Agreement.  In exchange for a release of all claims
related to Mr. Dahan's employment, the Company will pay Mr. Dahan
his termination severance as provided in his employment agreement.

On Sept. 8, 2015, the Company entered into a new three-year
Employment Agreement with Mr. Kim, to serve as the chief executive
officer of Hudson Clothing, LLC, a California limited liability
company, that will replace Mr. Kim's previous employment agreement
as of the Effective Time.  Mr. Kim's annual base salary will
initially be $600,000 and Mr. Kim will also be eligible to receive
an annual discretionary bonus targeted at 50% of his base salary,
based on the satisfaction of criteria and performance standards as
established in advance by the Compensation Committee.  The
Employment Agreement also provides Mr. Kim with certain other
benefits and the reimbursement of certain expenses, which are
discussed in detail in the Employment Agreement.  At the Effective
Time, the Company has agreed to grant Mr. Kim (i) restricted stock
units in respect of 166,667 shares of Common Stock that will vest
and become transferable in three equal, annual installments
beginning on the first anniversary of the Effective Time, subject
to Mr. Kim's continuous employment and (ii) performance share units
in respect of 166,667 shares of the Company's Common Stock that
will be earned over a three-year performance period.  One-third of
the Performance Shares will be entitled to vest each year based on
annual performance metrics established by the Compensation and
Stock Option Committee of the Board at the beginning of the
applicable year.  The Restricted Stock Award and Performance Shares
will be settled in cash, unless the Company is able to attain
stockholder approval of a new equity incentive plan covering those
awards.  Mr. Kim will also be entitled to participate in all
regular long-term incentive programs maintained by the Company or
Hudson on the same basis as similarly-situated employees of the
Company and/or Hudson.

Mr. Kim has also entered into a non-competition agreement with the
Company and HCH, which also will become effective as of the
Effective Time of the Merger, pursuant to which Mr. Kim has agreed
not to engage in, compete with or permit his name to be used by or
in connection with any premium denim apparel business outside his
role with Hudson, that is competitive to the Company, HCH or their
respective subsidiaries for a period of up to three years from the
Effective Time.

                         About Joe's Jeans

Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces  

and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.

In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due
to debt covenant violations and has suffered recurring losses from
operations.

The Company reported a net loss of $27.7 million on $189 million
of net sales for the fiscal year ended Nov. 30, 2014, compared with
a net loss of $7.31 million on $140 million of net sales in 2013.

As of Feb. 28, 2015, Joe's Jeans had $185 million in total assets,
$165 million in total liabilities and $20 million in total
stockholders' equity.

The Troubled Company Reporter, on June 9, 2015, reported that Joe's
Jeans received a letter on May 29, 2015, from The Nasdaq Stock
Market indicating that the Company had received an additional 180
days, or until Nov. 23, 2015, to regain compliance with Nasdaq
Listing Rule 5550(a)(2) by maintaining a closing bid price per
share of its common stock at $1.00 per share or more for a minimum
of 10 consecutive trading days.


K S SPORTS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: K S Sports, Inc.
        1331 O'Reilly Drive
        Feasterville Trevose, PA 19053

Case No.: 15-16598

Chapter 11 Petition Date: September 14, 2015

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Stephen Raslavich

Debtor's Counsel: Jon M. Adelstein, Esq.
                  ADELSTEIN & KALINER, LLC
                  Penn's Court
                  350 South Main Street, Suite 105
                  Doylestown, PA 18901
                  Tel: (215) 230-4250
                  Fax: (215) 230-4251
                  Email: jma@tradenet.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Laurie L. Hackert, president.

The Debtor listed The Padova Firm, P.C as its largest unsecured
creditor holding a claim for legal fees of $155,000.

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

           http://bankrupt.com/misc/paeb15-16598.pdf


KCG HOLDINGS: Moody's Keeps B1 CFR Amid Weak Profits
----------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and B1 senior secured rating of KCG Holdings, Inc. and changed the
rating outlook to Stable from Positive.

RATINGS RATIONALE

Moody's said KCG's inability to generate consistent operating
profits was the main reason for returning the outlook to stable,
despite progress KCG has made reducing debt and cutting costs.

When KCG Holdings was formed, Moody's anticipated substantial
execution risk in the leveraged merger of two technology-driven
trading firms with recent histories of operational problems.
Positively, management has reduced the run rate of operating
expenses since the deal closed through the first half of 2015.
These efficiency gains and the rapid repayment of debt have
substantially reduced merger execution risk.

However, Moody's added, KCG's profitability since the merger has
been challenged by low levels of market volatility (due to cyclical
and structural factors) which has reduced the returns of trading
and liquidity-providing strategies. It is these weak returns, and
the prospect that they may be enduring, that prompted the change in
outlook to Stable. Further cost-cutting could help stabilize KCG's
margins during these low points, said Moody's, but such action
could prove challenging after having already undertaken significant
cost reductions.

Furthermore, with shares currently trading below book value, KCG
management will remain under pressure from shareholders. This will
likely lead to further reengineering and could lead to decisions
that favor shareholders to bondholders, like the decision earlier
this year to sell the HotSpot execution venue. This not only
reduced earnings diversification, but the company also used most of
the gain to repurchase shares. How management continues to respond
to these pressures will be an important driver of credit quality in
the future.

An important credit strength for KCG is its liquid and
conservatively leveraged balance sheet which is a consequence of
its business model. This provides management with some flexibility
to continue to adapt in the face of subdued volumes and volatility
as well as heightened competition for order flow in many arenas
where KCG makes markets.

What could change the rating up

-- Improved efficiency leading to greater earnings consistency
    over the next one to two years could lead to an upgrade.

What could change the rating down?

-- Substantially reduced liquidity of the balance sheet.

-- Increased financial leverage through additional borrowings or

    share repurchases substantially in excess of earnings
    capacity.

-- Regulatory changes that would materially reduce profitability

KCG is a US-based wholesale brokerage firm that engages in
technology-enabled trading and market-making and offers execution
services.

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.


LAMAR ADVERTISING: Moody's Raises CFR to 'Ba2'
----------------------------------------------
Moody's Investors Service upgraded Lamar Advertising Company's
corporate family rating (CFR) to Ba2 from Ba3. The senior notes due
2024 were upgraded to Ba1 from Ba2 and the subordinate notes due in
2022 and 2023 were upgraded to Ba3 from B1. The outlook is stable.
This concludes the review for upgrade that commenced on June 16,
2015.

The upgrade reflects the reduction in adjusted debt due to changes
in Moody's approach for capitalizing operating leases. The updated
approach for standard adjustments for operating leases is explained
in the cross-sector rating methodology Financial Statement
Adjustments in the Analysis of Non-Financial Corporations,
published on June 15, 2015. The upgrade also considers the
continued strong performance of the company and the decrease in
leverage levels over the last several years.

Issuer: Lamar Advertising Company

Corporate Family Rating upgraded to Ba2 from Ba3

Probability of Default upgraded to Ba2-PD from Ba3-PD

Speculative Grade Liquidity Rating affirmed SGL-2

Outlook changed to Stable from Rating under Review

Issuer: Lamar Media Corporation

Senior note due 2024 upgraded to Ba1 (LGD3) from Ba2 (LGD3)

Senior subordinated notes due 2022 and 2023 upgraded to Ba3
  (LGD5) from B1 (LGD5)

Outlook changed to Stable from Rating under Review

RATINGS RATIONALE

Lamar's Ba2 corporate family rating reflects its market presence as
one of the largest outdoor advertising companies in the US, the
high-margin business model, and strong free cash flow generation
prior to dividend payments. The rating also reflects that the
company operates as a REIT which requires distributions of 90% of
taxable income to shareholders. After several years of directing
free cash flow to debt reduction, the company has been more
acquisitive and there is the potential for future debt financed
acquisitions. Significant debt reduction in 2010, 2011 and 2013 as
well as continuing EBITDA growth has pushed leverage down from 6.2x
in 2009 to 3.6x including Moody's standard adjustments for lease
expenses or 3.5x excluding lease adjustments as of Q2 2015. The
ability to transfer traditional static billboards to digital
provides growth opportunities as well as the potential for higher
EBITDA margins. However, as the company transitions more static
boards to digital, the company will be more sensitive to changes in
advertising demand given the shorter term contract period compared
to static boards. This may lead to more volatility in earnings than
what was experienced historically when its assets were more likely
to be subject to longer term contracts. Compared to other
traditional media outlets, the outdoor advertising industry is not
likely to suffer from disintermediation and benefits from
restrictions on the supply of billboards which help support
advertising rates and high asset valuations.

As a pure play outdoor advertising company, Lamar provides mainly
local advertising and derives revenues from a diversified customer
base, with no single advertiser accounting for more than 1% of the
company's billboard advertising revenue. The high advertising
exposure means that the business is subject to above average
movements in revenue during consumer-led downturns in the economy.
However, Lamar's EBITDA margin of over 40% (excluding Moody's
standard lease adjustments) and relatively low proportion of
maintenance capex as compared to total capex provide sufficient
headroom to weather cyclical setbacks. The rating also considers
the company's demonstrated discipline in managing operating
expenses and capital expenditures, which resulted in strong free
cash flow generation during the economic downturn in 2008 and
2009.

The speculative grade liquidity rating of SGL-2 reflects our
expectation that Lamar will maintain a good liquidity position over
the next year. The cash balance was $27 million and the $400
million revolver due in February 2019 had $113 million drawn and $7
million of L/C outstanding as of Q2 2015. We expect the company to
spend approximately $100 million on capex during 2015, in line with
$108 million in 2014, and payout $260 to $265 million in dividends
in 2015. While the company does have required amortization on the
$300 million term loan A, there are no required excess free cash
flow payments. Lamar's net senior covenant ratio is 1.51x as of Q2
2015 compared to a 3.5x covenant level and we expect the company to
maintain a significant cushion of compliance. The company also has
the ability to issue $500 million of Incremental term loans.

The rating outlook is stable due to our expectation of revenue and
EBITDA growth in the low to mid single digits as well as a modest
reduction in leverage over the next 12 months. We also anticipate
that the company's cash flow will be paid out in dividends, used
for stock buybacks, or for additional tuck in acquisitions.

The required distribution of 90% of taxable income from a REIT
qualified subsidiary limits upward rating pressure. However, an
upgrade could occur if leverage was maintained below 2.5x on a
sustained basis (excluding Moody's standard lease adjustments) with
confidence that the board of directors intended to maintain
leverage below this level. Also required would be a balanced
financial policy between debt and equity holders, free cash flow
after distributions of 10% of debt, and a good liquidity position.

A ratings downgrade would occur if leverage increased above 4x
(excluding Moody's standard lease adjustment) due to a debt
financed acquisition or material decline in advertising spend.
Failure to maintain an adequate liquidity position or elevated risk
of a covenant violation could also lead to negative rating
pressure.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May 2012.


LEHMAN BROTHERS: Abbey Claims Against E&Y Tossed
------------------------------------------------
Kat Greene at Bankruptcy Law360 reported that Ernst & Young LLP
beat an attorney's attempt to force the auditor to cover his $1
million in unpaid warrants backed by Lehman Brothers Holdings Inc.
for allegedly masking the investment bank's deteriorating financial
state on Sept. 10, 2015, when a New York federal judge ruled the
attorney's case was untenable.

U.S. District Judge Lewis A. Kaplan granted summary judgment to the
Big Four accounting firm, finding that the plaintiff, attorney
Arthur N. Abbey, had put forward an unworkable theory of loss
causation, according to the decision.


LEHMAN BROTHERS: Court Won't Dismiss $150MM Swap Suit v. FHLB
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a bankruptcy
judge on Sept. 9, 2015, denied Federal Home Loan Bank of New York's
bid to trim a lawsuit alleging it cheated Lehman Brothers Holdings
Inc. out of more than $150 million by undervaluing interest rate
swaps that went bad after Lehman collapsed in 2008.

U.S. Bankruptcy Judge Shelley Chapman denied FHLB's motion to
dismiss that sought to nix claims brought by Lehman for an alleged
breached of the implied covenant of good faith and fair dealing and
equitable subordination.


LIFE PARTNERS: Trustee Files $41 Million Fraud Suit vs CEO
----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that Life Partners
Holdings Inc. Chapter 11 trustee H. Thomas Moran II struck back on
Sept. 11, 2015, at Brian Pardo, the CEO of the bankrupt life
insurance policy purchaser, with a $41 million fraud and
racketeering complaint that came a month after Pardo accused Moran
of cozying up to securities regulators in a bid to remove him as
trustee.

Mr. Pardo, the company's CEO and chairman from 2000 until early
2015, spent some eight years aggressively marketing life policy
shares to investors "with little or no expertise" in the industry.

                     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.


LOCAL CORP: Seeks Approval to Resolve Value of Fast Pay Claim
-------------------------------------------------------------
Local Corp. has filed a motion seeking court approval for a deal
that would resolve the value of Fast Pay Partners LLC's secured
claim against the company.

Under the deal, the company agreed that Fast Pay holds a $2.16
million claim, which is "fully secured."  Local Corp. also affirms
the validity of Fast Pay's lien on assets that the company used as
collateral for funds it received from the creditor.

The agreement was made after Fast Pay's lender elected to make its
borrowing facility to Local Corp. ineligible for lending.  The
lender will lift the ineligibility only upon entry of a court order
validating Fast Pay's secured claim and lien, according to court
filings.

Prior to Local Corp.'s bankruptcy filing, Fast Pay provided
factoring services to the company pursuant to an agreement they
signed in March this year.  

Under the agreement, the company granted Fast Pay security interest
in some of its assets, including its deposit accounts at Square 1
Bank.

As of June 23, 2015, Local Corp. owes its secured creditor more
than $3.17 million, according to court filings.

In its objection, Local Corp.'s official committee of unsecured
creditors opposed the motion, saying it was "deficient."   

According to the committee, the motion wasn't accompanied by a
declaration under penalty of perjury from Local Corp., detailing
the company's due diligence efforts and conclusion why the lien
should be validated and why the agreement will benefit the estate.

The committee asked U.S. Bankruptcy Judge Scott Clarkson to either
deny the motion or make clear that any order approving the
agreement won't be binding on the committee.

                        About Local Corporation

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

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

Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015.
The Debtor disclosed $16,141,222 in assets and $29,519,418 in
liabilities as of the Chapter 11 filing.

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

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


MEDIAOCEAN LLC: S&P Assigns 'B' CCR & Rates $20MM Loan 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to New York City-based Mediaocean LLC.  The
rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $20 million revolving credit
facility due 2020 and $225 million first-lien term loan due 2022.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; upper half of the range) of principal in the
event of a payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's $90 million second-lien term loan due 2023.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) of principal in the event of payment default.

These ratings are in line with the preliminary ratings S&P assigned
on July 10, 2015.

"The 'B' corporate credit rating on Mediaocean reflects the
company's small revenue base and very high pro forma-adjusted debt
leverage," said Standard & Poor's credit analyst Heidi Zhang.
Excluding projected unrealized cost savings, pro forma adjusted
debt leverage was greater than 10x (or in the mid-7x area,
including unrealized cost savings) as of March 31, 2015.  This is
minimally offset by Mediaocean's long-term relationship with its
major ad agency holding companies, our expectation for moderate
positive discretionary cash flow in 2016, and the company's
"adequate" liquidity.

S&P's base-case assumptions for Mediaocean have not changed
materially since it assigned the preliminary rating on July 10,
2015.

The stable rating outlook on Mediaocean reflects S&P's expectation
that the company will maintain "adequate" liquidity over the next
12 months, with adjusted leverage declining to the mid-7x area over
the next two years, driven by cost-saving initiatives.

S&P could lower the rating if Mediaocean's leverage does not
decline as S&P expects due to lower-than-expected cost savings,
debt-financed acquisitions, pricing pressure from new competitors,
or loss of key customers.  Additionally, S&P could lower the rating
if underperformance causes the company's discretionary cash flow to
narrow to $10 million or less, which S&P believes could begin to
pressure liquidity.

Although unlikely, S&P could raise the rating if the company
reduces leverage to below 5x on a sustained basis and commits to a
less aggressive financial policy.



MIDWAY GOLD: $369,000 KERP Approved for 7 Key Employees
-------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court issued an
order approving Midway Gold Corp.'s motion to implement a key
employee retention plan (KERP) for non-insider employees.

According the report, "The seven Key Employees will be eligible to
receive payments totaling approximately $369,000 in the aggregate.
The specific amounts to which the individuals will be eligible to
receive are, in some cases, a percentage of their respective
salaries and, in other cases, a fixed amount.  

The payments will be paid upon the completion of the earliest to
occur of the following events: The sale of substantially all of the
Debtors' assets; a restructuring of the Debtors' current capital
structure; the issuance of new debt or equity securities (excluding
a DIP loan); or Confirmation of a Chapter 11 plan of reorganization
or liquidation....

The Debtors have reviewed the KERP with their secured lenders --
Commonwealth Bank of Australia and Hale Capital as agent
(collectively, the secured lenders) -- and the Committee, each of
which has indicated its consent to the approval and implementation
of the KERP."

                         About Midway Gold

Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.

Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc.  The executive
offices are in Englewood, Colorado.  Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada.  Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington.  Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project.  Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.

On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code.  The Debtors' cases
have been assigned to Judge Michael E. Romero.  

Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.

The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.

Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015.  Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of    
$122,448,181 as of the Chapter 11 filing.

In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors.  The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear.  Gavin/Solmonese LLC serves as its financial advisor.


MOLYCORP INC: Gets Nod to Pay 19 Employees Working at Calif. Mine
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that mine operator
Molycorp Inc. received approval from a Delaware bankruptcy judge on
Sept. 11 to pay bonuses to 19 senior managers, engineers and other
top employees working out of the Debtor's key Mountain Pass mine in
California.

U.S. Bankruptcy Judge Christopher Sontchi signed off on Molycorp's
plan, which will set aside $619,000 to retain key employees.
Molycorp said it could "ill afford" to lose these employees because
they have significant institutional knowledge about the operation
of the Mountain Pass mine.

                        About Molycorp

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare  
earths and rare metals producer.  Molycorp owns several prominent
rare earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior manageemnt members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.

Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring.  The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.

Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP.  Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process.  Prime Clerk serves
as claims and noticing agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.


MORGAN DREXEN: CEO to Pay $582,952 to CFPB on Illegal Fee Claims
----------------------------------------------------------------
Bonnie Eslinger at Bankruptcy Law360 reported that The Consumer
Financial Protection Bureau has settled its claims against the CEO
of Morgan Drexen Inc., a bankrupt debt relief company accused by
the government of collecting illegal upfront fees, according to a
stipulation filed in California federal court.

Morgan Drexen CEO and founder Walter Ledda was ordered to pay
$582,952 to the CFPB within 10 days and turn over all noncash
assets to the bankruptcy estate of Morgan Drexen.  Ledda faces a
total penalty of more than $119 million if he violates the
agreement.

                     About Morgan Drexen

Morgan Drexen -- http://www.morgandrexen.com-- provides   
businesses across the United States, including law firms that
practice bankruptcy, with outsourced professional services. These
services are designed to reduce costs and make legal
representation affordable for consumers, especially those in
serious financial trouble. Morgan Drexen offers attorneys
automated platforms for complex document management, client
databases, paralegal and paraprofessional services, call centers,
client screening, and marketing.


NATURAL PORK: Plan Mediation to Conclude by Month's End
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
directed Natural Pork Production II, LLP and other parties to
participate in mediation involving the Debtor's plan of
reorganization.

Judge Katherine Constantine of the District of Minnesota has been
selected to conduct the mediation among:

   1. the Debtor
   2. the Official Unsecured Creditors Committee
   3. Purina Mills, LLC
   4. Trupointe Cooperative
   5. IC Committee
   6. Gary Weiss, et al.
   7. First National Bank of Omaha

In a status conference on July 21, 2015, Jay Casini, counsel for
Lawrence Handlos, et al., was unable to participate due to a
scheduling conflict, but his appearance was noted.

The mediation is scheduled to conclude by Sept. 30, 2015.

A separate order will be entered that amends and extends the
current deadline by which the Debtor will file its amended
disclosure statement and plan.

                        About Natural Pork

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

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

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

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

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


NEUSTAR INC: Moody's Ba3 CFR Unaffected by TNS Assets Acquisition
-----------------------------------------------------------------
Moody's Investors Service says Neustar, Inc.'s Ba3 Corporate Family
Rating and SGL-1 Speculative Grade Liquidity Rating are unaffected
by the company's $220 million all-cash acquisition of TNS, Inc.'s
caller authentication assets announced September 9, 2015. The deal
is scheduled to close in the fourth quarter of 2015. Moody's
believes the company has very strong liquidity, including a large
cash balance, that is sufficient to absorb this transaction without
substantially degrading its credit strength. Further, Moody's
believes the transaction is credit positive as we expect the assets
to be complementary to the company's service offerings and
accretive to earnings.

Based in Sterling, VA, Neustar, Inc. is the leading provider of
information and data services catering to carriers and enterprises.
For last twelve month ending in June 30, 2015, Neustar generated
approximately $1 billion in revenue.



NRAD MEDICAL: Files Amendments to Asset & Debt Schedules
--------------------------------------------------------
NRAD Medical Associates PC disclosed that it made several
amendments to its schedules of assets and liabilities.

NRAD Medical made most of the amendments to Schedule F, which
contains the names of creditors holding unsecured non-priority
claims, according to an affidavit it filed with the U.S. Bankruptcy
Court for the Eastern District of New York.  The affidavit is
available for free at http://is.gd/qpk61m

On July 21, 2015, NRAD Medical filed its schedules of assets and
liabilities, disclosing:

   Name of Schedule                   Assets       Liabilities
   ----------------                   ------       -----------
A. Real Property                          $0          
B. Personal Property             $28,663,053
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                   $9,498,271
E. Creditors Holding Unsecured
   Priority Claims                                      $3,150
F. Creditors Holding Unsecured
   Non-priority Claims                             $15,250,529
                                  -----------      -----------
TOTAL                             $28,663,053      $24,751,950

                          About NRAD Medical

NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.

NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015.  The case is assigned to Judge Louis A. Scarcella.

The Debtor is represented by Anthony C Acampora, Esq., at
Silverman Acampora LLP, in Jericho, New York.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.


PATRIOT COAL: Delays Auction for Second Time
--------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Patriot Coal Corp. on Sept. 11 said efforts to firm up a deal
with its bankruptcy lenders to finance the sale of its mines have
led it to postpone its auction for a second time.

According to the report, Patriot attorney Stephen Hessler on Friday
told a Richmond, Va., bankruptcy judge that the proposed financing
from its bankruptcy lenders is leading Blackhawk Mining LLC to
revise its bid for the bulk of Patriot's mines, which in turn will
materially change the terms on which Patriot proposes to repay its
creditors.  As a result, Mr. Hessler said the mining company will
extend, albeit briefly, its sale timeline to allow any interested
buyers a chance to submit a rival offer based on the new Blackhawk
bid, the report related.

                        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.

                        *     *     *

Patriot Coal has filed with the Bankruptcy Court a letter of intent
for a proposed sale of a substantial majority of its operating
assets to Blackhawk Mining, LLC, as well as a motion outlining
bidding procedures.  Under the terms of the letter of intent,
Blackhawk would issue to Patriot's secured lenders new debt
securities totaling approximately $643 million plus Class B Units
providing them an ownership stake in Blackhawk.  In addition,
Blackhawk would assume or replace surety bonds supporting
reclamation and related liabilities associated with the purchased
assets.


PATRIOT COAL: Labor Union Balks on Plan's Third-Party Releases
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the labor union
representing Patriot Coal Corp. miners on Sept. 9, 2015, challenged
the coal producer's proposed reorganization plan, saying it
includes impermissible third-party releases that would prevent the
union from pursuing legal action in the future.

The United Miner Workers of America argues that the releases
included in Patriot Coal's Chapter 11 plan are overly broad.  The
objection, one of several filed Wednesday challenging the
reorganization plan, goes on to suggest that the plan would
improperly relieve third party Peabody Energy Corporation of
fulfilling obligations to UMWA.

                        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.

                        *     *     *

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.


PHYSIO-CONTROL INT'L: Moody's May Cut B2 CFR Amid HeartSine Deal
----------------------------------------------------------------
Moody's Investors Service placed Physio-Control International,
Inc.'s B2 Corporate Family Rating, B1 senior secured first lien
term loan and Caa1 second lien term loan ratings under review for
downgrade. This action follows the company's announcement that it
has entered into an agreement to acquire HeartSine Technologies
Inc. ("HeartSine"), an Ireland-based manufacturer of Automatic
External Defibrillators ("AEDs").

Rating placed under review:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured first lien term loan at B1 (LGD 3)

Senior secured second lien term loan at Caa1 (LGD 5)

RATINGS RATIONALE

"Although this will complement Physio-Control's existing AED
product-line and management has not yet disclosed terms of the
transaction, the deal is credit negative because it potentially
will be funded with debt, and comes on the heels of a dividend
recapitalization in May," said Daniel Goncalves, a Moody's
Assistant Vice President.

Physio-Control's leverage is already high at about 6.1 times
debt/EBITDA following a large dividend recap in May, and its B2 CFR
reflects Moody's expectation that management will focus on
deleveraging. Moody's viewed Physio-Control as weakly-positioned in
the B2 rating category even prior to the HeartSine deal. If this
transaction is funded with debt and Moody's expects leverage to
increase, it would place additional pressure on the ratings.

Moody's rating review will consider: (1) details regarding the
deal, including the purchase price and financing plans; (2) effects
on leverage and financial policy; (3) commitment to and ability to
deleverage; (4) strategic benefits of the deal and potential
synergies and (5) underlying operating trends of both companies.

Physio-Control is a leading manufacturer and supplier of emergency
medical response products worldwide. More than 80% of
Physio-Control's revenues are derived from the sale of manual
external defibrillators and related services and accessories,
namely batteries and electrodes. The company is owned by Bain
Capital.

The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012.


PLYMOUTH PLACE: Fitch Assigns 'BB+' Rating on $57MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to these bonds expected
to be issued on behalf of Plymouth Place:

   -- $57,085,000 Illinois Finance Authority revenue bonds series
      2015

Additionally, Fitch has assigned a 'BB+' rating to these bonds
issued on behalf of Plymouth Place:

   -- $24,765,000 Illinois Finance Authority revenue bonds series
      2013

The series 2015 bonds are expected to be issued as tax-exempt
fixed-rate bonds.  Bond proceeds will be used to (1) refund the
outstanding series 2005A bonds; (2) reimburse prior capital
expenditures; (3) fund certain capital projects; and (5) pay costs
of issuance.  The series 2015 bonds are expected to price via
negotiation the week of October 5.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by an interest in the gross revenues of the
obligated group, a security interest in certain mortgaged
properties and a debt service reserve fund.

KEY RATING DRIVERS

STRONG OCCUPANCY: Following the opening of a replacement facility
in 2007 and a slow fill up during the great recession,
stabilization was achieved in 2013.  Independent living unit (ILU)
and assistant living unit (ALU) occupancy have been strong and
equaled 96% and 97%, respectively, at June 30, 2015 while skilled
nursing (SNF) occupancy has been more volatile and equaled 77% at
June 30, 2015.

SOLID PROFITABILITY: Since stabilization, operating profitability
has been solid with net operating margin (NOM) and net operating
margin adjusted (NOMA) equal to 16.5% and 26.1% in fiscal 2014 and
15.9% and 24.5%, respectively, in the six month interim period
ending June 30, 2015 (the interim period).

HIGH DEBT BURDEN: Plymouth Place needs to sustain its solid
profitability to support its high debt burden with pro forma MADS
equal to 20% of fiscal 2014 total revenue.  Fitch normalized MADS
to smooth out six bullet maturities that occur between 2038 and
2043.

WEAK BUT IMPROVING LIQUIDITY: Despite significant improvement in
absolute liquidity, pro forma liquidity metrics remain weak with
347 days cash on hand, 30% cash to pro forma debt and 4.3x cushion
ratio.

RATING SENSITIVITIES

SUSTAINED CASH FLOW: Fitch expects Plymouth Place's NOMA to remain
at levels sufficiently strong to provide for MADS coverage
consistent with the rating category.

FUTURE CAPITAL PROJECTS: Future capital plans include the
redevelopment of Plymouth Place's ILU cottages.  While Fitch does
not expect the redevelopment project to materially impact liquidity
or leverage metrics, any material impact could would likely result
in negative rating pressure.

CREDIT PROFILE

Plymouth Place operates a Type A continuing care retirement
community (CCRC) with 182 ILU apartments, 52 ALUs, 26 memory
support units and 86 SNFs.  All units are located in an eight story
building.  Additionally, the community has 55 ILU cottages;
however, the cottages are not actively marketed with the vast
majority out of service.  The community is located on an 18.6 acre
campus in La Grange Park, Illinois, approximately 15 miles
southwest of downtown Chicago.  Plymouth Place was incorporated in
1939 and began operations in 1944.  Due to aging of the original
building, Plymouth Place constructed a replacement facility that
opened in 2007.

Plymouth Place is the sole member of the obligated group and
accounts for 100% of consolidated total assets and 100% of
consolidated operating revenues.

STRONG OCCUPANCY

Despite a slow fill up and stabilization following construction of
the new facility, occupancy rates are currently strong.  The
opening of the replacement facility coincided with the great
recession which negatively impacted fill up.  ILU occupancy
increased from 76% in 2011 to 97% in 2013 and equaled 96% at
June 30, 2015.  ILU cottages are not included in ILU occupancy
rates because they are no longer actively marketed and maintained.
ALU occupancy has been consistently strong, averaging 96% since
2011 and equaled 97% at June 30, 2015 while SNF occupancy has been
more volatile, equaling 77% at June 30, 2015.

SOLID PROFITABILITY

Following the slow fill up after the opening of the new facility in
2007, stabilization was achieved in 2013 and profitability has
improved in each following year.  Operating ratio decreased from
117.1% in fiscal 2012 to 100.7% in the interim period as operations
were adjusted following the fill up.  Net operating margin (NOM)
and net operating margin adjusted (NOMA) increased from 4.4% and
17.8%, respectively, in 2012 to 16.5% and 26.1% in fiscal 2014.
Interim period profitability remained strong with NOM and NOMA
equal to 15.9% and 24.5%, respectively, exceeding Fitch's 'BBB'
category medians of 9.2% and 20.4%, respectively.

HIGH DEBT BURDEN

Plymouth Place needs to maintain its solid profitability to support
its heavy debt burden with pro forma MADS equal to 20% of fiscal
2014 total revenue, exceeding Fitch's 'BBB' category median of
12.3%.  Fitch normalized pro forma MADS to smooth out six series
2013 bullet maturities that occur between 2038 and 2043, during
which MADS would have equaled $7.2 million.  Fitch's normalized
MADS assumption equals $5.6 million.  Actual aggregate debt service
is level at approximately $5.2 million through 2043. Plymouth
Place's rate covenant is based upon actual annual debt service.

MADS coverage of 1.7x in fiscal year 2014 is solid for the 'BB+'
rating category while interim period MADS coverage of 1.3x was
somewhat light.  Revenue only MADS coverage of 1.2x in fiscal 2014
and 0.8x in the interim period are reflective of Plymouth Place's
solid operations and are consistent with Fitch's 'BBB' category
median of 0.9x.

WEAK BUT IMPROVING LIQUIDITY

Unrestricted cash and investments increased 76.2% since fiscal 2011
to $24.6 million at June 30, 2015.  The significant increase
reflects the stabilization of the community as initial entrance
fees were received and ILU occupancy increased in addition to solid
cash flows.  Despite the increase, liquidity metrics remain weak
with 347 days cash on hand, 30% cash to pro forma debt and 4.3x
cushion ratio comparing unfavorably to Fitch's 'BBB' category
medians of 408 days, 60.2% and 6.9x.

FUTURE CAPITAL PROJECTS

Series 2015 bond proceeds include $2 million to be used for general
capital expenditures.  Fitch does not expect the cottage
redevelopment project to materially impact liquidity or leverage
metrics.  Any related material impact to either unrestricted
liquidity or leverage metrics would likely result in negative
rating pressure given Plymouth Place's weak liquidity metrics and
limited debt capacity at the current rating level.  The timing of
the cottage redevelopment project is currently uncertain.

DEBT PROFILE

Subsequent to the series 2015 bond issuance, Plymouth Place will
have approximately $81.9 million of total debt outstanding.  The
pro forma debt profile will be 100% underlying fixed-rate bonds.
Fitch views the conservative debt profile as appropriate for the
rating level.  Plymouth Place is not counterparty to any interest
rate swap agreements.



PRIME TIME: Kozen Challenges Bid to Dismiss Chapter 11 Case
-----------------------------------------------------------
Prime Time International Company, Inc. and its affiliated Debtors
ask the U.S. Bankruptcy Court for the District of Arizona to
dismiss their bankruptcy cases.

The Debtors relate that the Court had approved the sale of
substantially all assets of the Debtors to Prime Time International
Acquisition, LLC and that they had successfully completed their
sale transaction and closed the transaction on June 8, 2015.

The Debtors tell the Court that throughout their cases, they have
operated in the ordinary course and remained current with payment
of all undisputed costs. They further tell the Court that the sale
transaction enabled them to pay outstanding administrative costs,
including amounts for disputed excise fees.

The Debtors allege that no further administration of the case is
needed and that any further action needed by them does not need to
be completed under the jurisdiction of the Bankruptcy Court and
would only cause them to incur additional costs for which it may
not be able to pay.

The Debtors' motion is supported by the Declaration of James Emery,
the Debtors' Director and President.

                    James I. Kozen's Objection

James I. Kozen objected to the Debtors' motion, arguing that the
dismissal of the bankruptcy cases would be prejudicial to him as a
creditor with an unpaid administrative expense claim.

Mr. Kozen relates that he filed an Application for an
Administrative Expense Claim and a Response to Motion to Supplement
and Modify Sale Order on August 14, 2015. He further relates that
both the Application and Response are currently pending before the
Court. Mr. Kozen asserts that he has a right to a pro rata share of
the bankruptcy estate if PTIA's Motion to Supplement and Modify
Sale Order is granted. As a result, Mr. Kozen argues, this case
should not be dismissed until Mr. Kozen's Application and Response
are heard.

The Debtor entered into a lease dated October 28, 2007, with Mr.
Kozen as Landlord, for the premises at 2019 West Lone Cactus Drive,
Phoenix, Arizona.  The Premises are the corporate headquarters for
Debtor. The Lease was extended via a Fifth Addendum to the Lease,
dated July 18, 2014 to continue through December 31, 2017.  The
Debtor assumed the unexpired Lease upon entry of the Order Pursuant
to Section 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006
Authorizing the Debtor to Assume an Unexpired Lease of
Non-Residential Real Property dated August 28, 2014.

The Lease was assigned and transferred to PTIA by virtue of the
Sale Order dated November 13, 2014. PTIA filed a Motion to
Supplement and Modify Sale Order with the Court on July 9, 2015,
wherein, PTIA requested that the Order be supplemented and modified
to clarify and expressly provide that it is not accepting
assignment of the Lease and shall have no obligations under the
Lease. The Motion goes on to state that if the Court decides that
PTIA is not obligated under the Lease, then "to the extent that
Debtor ceases paying rent, the landlord may have remedies against
Debtor under the Bankruptcy Code, including the filing of an
administrative expense claim."

Mr. Kozen tells the Court that the Debtor has expressed its intent
to vacate the Premises as soon as practical.  He says if the Court
grants the Motion to Modify, he will hold an administrative expense
claim in the amount of $471,000 for the remainder of the Lease.

Prime Time International Company, Inc. and its affiliated Debtors
are represented by:

          David D. Cleary, Esq.
          GREENBERG TRAURIG, LLP
          2375 East Camelback Road, Suite 700
          Phoenix, AZ 85016
          Telephone: (602)445-8000
          Facsimile: (602)445-8100
          Email: clearyd@gtlaw.com  

James I. Kozen is represented by:
               
          Robert D. Mitchell, Esq.
          Christopher R. Kaup, Esq.
          Laura L. Wochner, Esq.
          TIFFANY & BOSCO, P.A.
          Seventh Floor, Camelback Esplanade II
          2525 East Camelback Road
          Phoenix, AZ 85016
          Telephone: (602)255-6000
          Facsimile: (602)255-0103
          Email: rdm@tblaw.com
                 crk@tblaw.com
                 llw@tblaw.com

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.  The Debtors have tapped Greenberg Traurig as
attorneys, Odyssey Capital Group, LLC, as financial advisors, and
Schian Walker, P.L.C., as conflicts counsel.

The Debtors disclosed $26.8 million in total assets and $23.4
million in total liabilities as of Jan. 31, 2014.


QUANEX BUILDING: Moody's Assigns B1 Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a first-time B1 Corporate Family
Rating and B1-PD Probability of Default Rating to Quanex Building
Products Corporation ("Quanex"), a manufacturer of components for
windows, doors, and cabinets, following its announcement that it is
acquiring Woodcraft Industries, Inc. In a related rating action,
Moody's assigned a B2 rating to the proposed $310 million senior
secured term loan maturing 2022. Moody's also assigned a SGL-3
Speculative Grade Liquidity Rating. The rating outlook is stable.

Quanex is acquiring Woodcraft from affiliates of Olympus Partners
for approximately $248.5 million, excluding transaction and related
fees, financed by cash funded predominately from debt. This follows
Quanex's acquisition of HL Plastics, for approximately $145 million
funded by cash on hand and borrowings under Quanex's previous
revolving credit facility. Quanex's new debt capital structure will
consist of a $100 million asset-based senior secured revolving
credit facility expiring 2020 (unrated), of which about $25 million
will be utilized at closing, $310 million senior secured term loan,
and a minimal amount industrial revenue bonds (unrated) and capital
leases.

The following ratings/assessments are affected by this action:

Corporate Family Rating assigned B1;

Probability of Default Rating assigned B1-PD;

Senior Secured Term Loan maturing 2022 assigned B2 (LGD4);

Speculative Grade Liquidity Rating of SGL-3 is assigned.

The rating outlook is stable.

RATINGS RATIONALE

Quanex's B1 Corporate Family Rating results from Moody's view that
the company is now essentially three entities that have no track
record as a consolidated business, whose full-year results will not
be known until late 2016 when Quanex publishes its 10-K. Each
debt-financed acquisition has risks. Although HL Plastics expands
Quanex's exposure and product lines in the UK, its earnings and
resulting cash flows will not contribute directly to debt service
unless Quanex maintains tax-efficient strategies to repatriate cash
from Europe. The acquisition of Woodcraft diversifies Quanex's
product base into cabinets, reducing its reliance on windows and
doors. However, Moody's views cabinets as highly discretionary
manufactured goods on the continuum of building products. High-end
cabinets, from which the highest profits margins are derived, are
susceptible to consumer sentiments and are the first products to be
scratched in home remodeling during a downturn. Further, a
substantial portion of Woodcraft's revenues are concentrated
amongst four companies, which could inhibit pricing power and
constrain margins. None of the companies, inclusive of Quanex, has
generated significantly large amounts of free cash flow throughout
the year. Cash interest payments and term loan amortization on the
new debt capital structure will approach $20 million per year,
which will stress the combined entity's ability to generate free
cash flow. Moody's forecasts free cash flow generation to remain
lackluster over the next 12 to 18 months.

Despite higher debt service requirements and balance sheet debt
escalating to approximately $340 million at closing from virtually
no debt earlier this year, debt-to-EBITDA will be in the 3.5x --
3.75x range on a pro forma basis, and Moody's projects debt
leverage improving to 3.0x by FYE16. Interest coverage, measured as
EBITA-to-interest expense, could exceed 3.75x over the next 12 to
18 months (all ratios incorporate Moody's standard adjustments).
Quanex is benefiting from the currently low interest rate
environment for its debt. These key debt credit metrics position
Quanex well relative to its B1 CFR. Quanex will benefit from
domestic new housing construction and repair and remodeling
activity, the main drivers of its revenues. Sustained strength in
these end markets will support organic growth. Moody's also expects
gradual improvement in operating margins due to increased volumes,
some better pricing, and the benefit of HL Plastic and Woodcraft,
higher margin businesses than Quanex's existing operations. We
project adjusted EBITA margin approaching 6.5% over the next 12 to
18 months from about 4.2% for LTM 2Q15.

The SGL-3 Speculative Grade Liquidity Rating results from Moody's
view that Quanex will maintain an adequate liquidity profile over
the next 12 months, limited by future debt service requirements and
expectations of low levels of free cash flow throughout the year.
However, revolver availability gives Quanex sufficient financial
flexibility to fund potential short fall in operating cash flows.

The stable rating outlook reflects Moody's view that the
integration of both HL Plastics and Woodcraft will proceed
smoothly, operating performance will improve and management will
follow conservative financial policies, resulting in adjusted
debt-to-EBITDA leverage approaching 3.0x by fiscal year-end 2016.

The B2 rating assigned to the senior secured term loan due 2022,
one notch below the Corporate Family Rating, results from its
effective subordination to the company's proposed $100 million
asset-based revolving credit facility due 2020 (unrated). The term
loan will be secured by a first lien on predominately all of
Quanex's domestic assets not pledged to secure the asset-based
revolving credit facility. It will also have a second lien on the
assets securing the revolver on a first lien basis, consisting of
cash, accounts receivable and inventory. The term loan will be
guaranteed by Quanex's domestic subsidiaries.

Moody's does not expect to upgrade Quanex's ratings until it
achieves a successful integration with both Woodcraft and HL
Plastics. However, if the company benefits from operating
efficiencies, growth in its end markets, and reduces debt with free
cash flow, resulting in the following credit metrics (ratios
include Moody's standard adjustments) and characteristics:

-- Debt-to-EBITDA sustained below 3.0x (3.5x -- 3.75x pro forma)

-- Improvement in the company's liquidity profile

Negative rating actions could occur if Quanex's operating
performance falls below our expectations, resulting in the
following credit metrics (ratios include Moody's standard
adjustments) and characteristics:

-- Debt-to-EBITDA remaining above 5.0x

-- EBITA-to-interest expense sustained below 3.0x

-- Deterioration in the company's liquidity profile

-- Failure to reduce revolver borrowings

-- Large shareholder distributions or stock buybacks

Quanex Building Products Corp., headquartered in Houston, TX,
manufactures components primarily for windows and doors. It offers
energy efficient window components that include flexible insulating
glass spacers, extruded vinyl frames, window and door screens, and
precision-formed metal and wood products serving the new
residential and repair and remodeling end markets. Upon closing the
acquisition of Woodcraft Industries, Inc. Quanex will also be a
provider of cabinet-related products. Revenues on a pro forma basis
for both Woodcraft and HL Plastics, acquired in June 2015,
approximate $940 million.


QUANEX BUILDING: S&P Assigns 'BB-' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to Houston-based window component
manufacturer Quanex Building Products Corp.  The outlook is
stable.

At the same time, S&P has assigned its 'BB' issue-level rating to
the company's proposed $310 million secured term loan.  The
recovery rating is '2', indicating S&P's expectation of substantial
(70%-90%; at the higher end of that range) recovery in the event of
a default.

"The stable outlook reflects our expectation that Quanex will
reduce leverage from current levels of about 3.4x debt to EBITDA to
below 3x or below and that funds from operations to debt will
approach 30% over the next year, based upon our expectations of
continued growth in U.S. housing starts and residential repair and
remodeling spending, both of which drive demand for windows and
kitchen cabinets," said Standard & Poor's credit analyst Thomas
Nadramia.

Based on S&P's view of improving repair and remodeling markets and
home construction, it considers a negative rating action as
unlikely in the next 12 months.  However, S&P would downgrade the
company if it took on a much more aggressive financial policy,
incurring debt to fund acquisitions, dividends, or share
repurchases such that debt to EBITDA leverage was sustained above
4x.

S&P views an upgrade an unlikely over the next year given its view
of Quanex's relatively narrow product focus (window and cabinetry
components), the cyclical nature of its end markets, and the
company's relatively modest size.  However, S&P would consider an
upgrade to 'BB' if Quanex diversified its business segments and
increased its size and earnings, resulting in S&P's revising its
business risk assessment to "fair" from weak.  S&P could also
upgrade Quanex if the company reduced and maintained leverage
comfortably in intermediate category 2x to 3x) even through
cyclical downturns.



QUIKSILVER INC: Gets Interim Nod to Tap $120MM of DIP Financing
---------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge gave Quiksilver Inc. the interim nod on Sept. 10,
2015, to tap roughly $120 million of its
$175 million in proposed stopgap financing, kicking off a Chapter
11 case where the debtor aims to hand over control to major lender
Oaktree Capital Management LP.

During a first-day hearing in Wilmington, U.S. Bankruptcy Judge
Brendan L. Shannon allowed Quiksilver access to a portion of the
loan from Oaktree and Bank of America NA.

                        About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

Quicksilver Resources Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 15-10585) on March 17, 2015.
Quicksilver's Canadian subsidiaries were not included in the
chapter 11 filing.

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

The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.  The Committee is represented by Landis Rath &
Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and
Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison
LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and
Adam M. Denhoff, Esq.

                           *     *     *

The Debtors have been given exclusive right to file a bankruptcy
plan through Oct. 13, 2015.


RADIOSHACK CORP: Loses Challenge of $100 Million IRS Claim
----------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that a Delaware bankruptcy
judge on Sept. 11, 2015, declined the RadioShack Corporation
estate's request to alter or reduce a $100 million Internal Revenue
Service tax claim that the Debtors have said casts uncertainty on
the viability of its Chapter 11 reorganization plan.

U.S. Bankruptcy Judge Brendan L. Shannon said in a ruling from the
bench that RadioShack failed to meet its burden to prove the IRS
abused its discretion when it refused RadioShack's request to
change accounting practices in response to a spate of cellphone
contract cancellations by customers.

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
Turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker.  The bankruptcy case is assigned to Judge
Brendan L. Shannon.

The First Amended Plan provides that the SCP Agent will recover an
estimated 80% to 90% of its allowed claim amount, estimated to
total $70 million.  General Unsecured Claims, estimated to total
$200 to $400 million, will receive a Pro Rata share, with Allowed
Claims in Classes 6 and 7, of the Remaining Liquidating Trust
Assets.

A blacklined version of the Disclosure Statement is available at
http://bankrupt.com/misc/RSIds0810.pdf


RADIOSHACK CORP: Secured Creditors Accept Revised Chapter 11 Plan
-----------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that RadioShack Corp.
told a Delaware bankruptcy judge on Sept. 14, 2015, that it has
received the approval of all voting secured creditors, save for the
Internal Revenue Service, of its amended Chapter 11 reorganization
plan, two days ahead of a confirmation hearing.

RadioShack submitted an amended plan on Sept. 14, that incorporates
a settlement approved last week with the Texas attorney general
over $46 million in unused gift cards.

RadioShack filed a voting summary along with the new plan.

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
Turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker.  The bankruptcy case is assigned to Judge
Brendan L. Shannon.

The First Amended Plan provides that the SCP Agent will recover an
estimated 80% to 90% of its allowed claim amount, estimated to
total $70 million.  General Unsecured Claims, estimated to total
$200 to $400 million, will receive a Pro Rata share, with Allowed
Claims in Classes 6 and 7, of the Remaining Liquidating Trust
Assets.

A blacklined version of the Disclosure Statement is available at
http://bankrupt.com/misc/RSIds0810.pdf


RADIOSHACK CORP: Settles Gift Card Dispute With Texas AG
--------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that a Delaware bankruptcy
judge signed off on Sept. 10, 2015 on the RadioShack estate's deal
to end a dispute with the Texas attorney general over $46 million
in unused gift cards, giving people who purchased the vouchers
priority claims in the electronics retailer's Chapter 11 case.

U.S. Bankruptcy Judge Brendan L. Shannon also denied a request on
Sept. 10, for class certification by a cardholder seeking to pursue
the claims in a separate lawsuit against the debtors after an
attorney for the estate announced a separate settlement.

                   About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge
Kevin J. Carey presides over the case.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.

David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
Turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

In their Petitions, the Debtors disclosed total assets of $1.2
billion, versus total debts of $1.3 billion.

Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent
the Official Committee of Unsecured Creditors as co-counsel.
Houlihan Lokey Capital, Inc., serves as financial advisor and
investment banker.  The bankruptcy case is assigned to Judge
Brendan L. Shannon.

The First Amended Plan provides that the SCP Agent will recover an
estimated 80% to 90% of its allowed claim amount, estimated to
total $70 million.  General Unsecured Claims, estimated to total
$200 to $400 million, will receive a Pro Rata share, with Allowed
Claims in Classes 6 and 7, of the Remaining Liquidating Trust
Assets.

A blacklined version of the Disclosure Statement is available at
http://bankrupt.com/misc/RSIds0810.pdf


RAZORE ROCK: Hearing Today on Cease Trade Order Bid
---------------------------------------------------
Razore Rock Resources Inc. Provided a bi-weekly Default Status
Report in accordance with National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults.  On August 25, 2015, the
Company announced that there would be a delay in filing its Annual
Audited Consolidated Financial Statements and Management Discussion
& Analysis for the Company's financial year ended April 30, 2015,
the deadline for filing of which was August 28, 2015.

In accordance with NP 12-203, and as announced, the Company applied
to the applicable securities commissions and regulators for a
Management Cease Trade Order related to the Company's common shares
to be imposed against certain of the Company's executive officers
instead of a general Cease Trade Order being imposed against all
securities of the Company.

On September 4, 2015, the Ontario Securities Commission issued a
temporary Management Cease Trade Order which imposes restrictions
on the Chief Executive Officer, Michael Wilson, and the Chief
Financial Officer, Rodger Roden, with respect to trading in and
acquiring securities of the Company, pending a hearing scheduled
for September 16, 2015.

If the Financial Disclosure is not filed by September 30, 2015, the
applicable securities commissions or regulators may impose a
general Cease Trade Order.  A general Cease Trade Order may be
imposed sooner if the Company fails to satisfy the provisions of
the Alternative Information Guidelines required pursuant to NP
12-203.

The Company is working with its auditors to complete the audit of
the Company's Annual Financial Statements as soon as possible and
now anticipates filing the Financial Disclosure on September 16,
2015.  Until its Financial Disclosure is filed, the Company intends
to continue to satisfy the Alternative Information Guidelines by
issuing bi-weekly Default Status Reports, each of which will be
issued in the form of a press release.  The Company intends to
issue its next Default Status Report on September 28, 2015 if the
Financial Disclosure has not been filed by then.

The Company reports that since its original announcement on August
25, 2015 and the issuance of the temporary Management Cease Trade
Order in respect of the delay in filing its Financial Disclosure,
there have not been any material changes to the information
provided therein other than as described herein nor any failure by
the Company in fulfilling its stated intentions with respect to
satisfying the Alternative Information Guidelines.

In addition to the information disclosed herein, there has not been
any other specified default by the Company under NP 12-203, nor are
any anticipated and there is no other material information
concerning the affairs of the Company that has not been generally
disclosed.

               About Razore Rock Resources Inc.

Razore Rock Resources Inc. is a mineral exploration company focused
on the acquisition, exploration and development of mineral
resources.


RECIPROCAL OF AMERICA: SCC Sets Oct. 15 as Claims Liquidation Date
------------------------------------------------------------------
The State Corporation Commission of the Commonwealth of Virginia
set Oct. 15, 2015, as claims liquidation date at the behest of the
Deputy Reciver for Reciprocal of America and The Reciprocal Group.
Only these types of claims are exempted from the claims liquidation
date:

-- proper administrative expense claims against either of the
Companies, which must be liquidated by proper documentation in a
timely manner;

-- claims ofthe United States; and

-- claims on appeal before the commission of the Supreme Court of
the Commenwealth of Virginia as of the claims liquidation date,
which will be liquidated through the appeal process.

All other claims against the Companies are subject to, and must be
rendered both non-contingent and liquidated on or before, the
claims liquidation date or they will not share in the assets of the
Companies.  If you assert that a previously unliquidated claims
against the Companies has been liquidated, please submit, for
receipt on or before the claims liquidation date, a copy of the
invoice, final judgment, or settlement agreement liquidating that
claim, along with proof of payment and any other supporting reports
or documents at:

Proof of Claim Department
Reciprocal of America & The Reciprocal Group in receivership for
liquidation
P.O. Box 85058
Richmond, VA 23285-5058

-- or --

4200 Innslake Drive
Glen Allen, VA 23060

For a copy of the final order or other information, call Tel: (804)
565-1519; email to info@reciprocalgroup.com; or refer to
http://www.reciprocalgroup.com


RELATIVITY MEDIA: Auction of All Assets Set for October 1
---------------------------------------------------------
Relativity Fashion LLC dba M3 Relativity and its debtor-affiliates
will conduct an auction for substantially all of their assets on
Oct. 1, 2015, at 10:00 a.m. (Eastern Time) at the offices of
Blackstone, 280 Park Avenue, 16th Floor in New York, New York.

The U.S. Bankruptcy Court for the Southern District of New York
will hold a sale hearing on Oct. 5, 2015, at 10:00 p.m. (Eastern
Time) at Courtroom 617, One Bowling Green in New York, New York, to
purchase substantially of assets of Relativity Fashion LLC dba M3
Relativity and its debtor-affiliates.  Objections, if any, are due
Sept. 18, 2015, a 4:00 p.m. (Eastern Time).

                   About  Relativity Fashion

Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by Ryan
Kavanaugh as a films late cofinancier partnering with major studios
such as Sony and Universal.  In addition, the Company engages in
content production and distribution, including movies, television,
fashion, sports, digital and music.  

The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989).  Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.

Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.

The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.


RELATIVITY MEDIA: Lenders Objects to Payment of Residuals
---------------------------------------------------------
James Rainey, writing for Los Angeles Times, reported that
Manchester Securities Corp., one of the largest lenders hoping to
recover funds it lent to Relativity Media, objected to the
company's proposal to pay residuals and participation fees to
talent for work done prior to the insolvency filing.

According to the report, the lender, a subsidiary of hedge fund
Elliott Associates, fears the payments will further deflate the
already sagging value of the entertainment concern.  The lender
called the plan to make the payments to writers, directors and
others "particularly troubling" given that the proposed auction of
the company already may leave "hundreds of millions of dollars of
pre-[bankruptcy] secured debt . . . unsatisfied," the report
related.

                   About  Relativity Fashion

Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment   

company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal.  In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.  

The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989).  Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.

Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.

The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.


RELATIVITY MEDIA: Macquarie Objects to Proposed Sale
----------------------------------------------------
David Lieberman, writing for Deadline.com, reported that Macquarie
Investments raised its objection to Relativity Media's plan to
arrange a sale, and get out of Chapter 11 bankruptcy protection, in
a filing at the U.S. Bankruptcy Court handling the case.

According to Deadline.com, Macquarie says it's owed nearly $32.9
million for loans it made to pay for prints and advertising for
three films: The Woman In Black 2: Angel Of Death ($19.1 million),
The Lazarus Effect ($10.6 million), and Beyond The Lights ($3.2
million).  As part of the loan agreements, it has an interest in
the films' domestic distribution pacts, including Relativity's
Internet transmission deal with Netflix, one with Fox to handle
home video, and digital video distribution with Apple, Deadline.com
said.

Meanwhile, Ben Fritz and Erich Schwartzel, writing for The Wall
Street Journal, reported that Ryan Kavanaugh, Relativity's chief
executive officer is fighting to keep his role following a lawsuit
filed by lenders calling him a "con man" who misappropriated funds
to "create the appearance of financial stability for their
otherwise cash-strapped company."  Relativity denied the
allegations in a countersuit that alleged the lenders intended to
damage the studio's refinancing efforts, the Journal said.

"Ultimately, the CEO of a company is accountable for the success or
failure of the company.  I am the CEO of Relativity, and I am
accountable," Mr. Kavanaugh told the Journal.  "I am working every
day to develop and execute solutions to fix the company."

                   About  Relativity Fashion

Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment   

company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal.  In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.  

The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989).  Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.

Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.

The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.


REPWEST INSURANCE: A.M. Best Affirms 'B' Financial Strength Rating
------------------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B (Fair) and the issuer
credit rating of "bb+" of Repwest Insurance Company (Repwest)
(Phoenix, AZ).  Repwest is a wholly owned subsidiary of AMERCO
[NASDAQ: UHAL], a publicly traded holding company that is also the
parent of U-Haul International, Inc. (U-Haul).

The revised outlook reflects Repwest's strong risk-adjusted
capitalization, several years of improved operating results and
expectations of stabilized underwriting performance prospectively.
The expectation of improved future performance reflects the
favorable results of the group's U-Haul-related business which has
produced a five-year average pure loss ratio that outperforms its
industry composite average.

Offsetting these positive rating factors is the adverse loss
reserve development associated with Repwest's discontinued excess
workers' compensation business, which was particularly substantial
in 2011 and had a significant negative impact on the group's
calendar-year underwriting results for that year.  The substantial
reserve strengthening that took place in 2011 resulted in a decline
in risk-adjusted capitalization and significant deterioration in
results that year.  Further impacting Repwest is its historically
high cost structure, mainly driven by commission expense.

Future positive rating movement could result from a demonstration
of stabilized underwriting results over several consecutive years.
Negative rating actions could result if there is deterioration in
Repwest's underwriting performance or a significant erosion of its
capital base.


REVEL AC: New Owner Calls Supplier's Claims "Frivolous" & "False"
-----------------------------------------------------------------
Jeannie O'Sullivan at Bankruptcy Law360 reported that the energy
supplier of the shuttered Revel Hotel Casino has resorted to
raising "irrelevant and frivolous issues" to block a motion to
remand the litigation between the parties to New Jersey state
court, the venue's new owner said in federal court filing on Sept.
11.

ACR Energy Partners LLC has gone to "great lengths" to argue that
the motion is precluded by the Entire Controversy Doctrine and to
assert standing for a breach-of-contract claim, "instead of
focusing on the jurisdiction issue," Polo North Country Club Inc.
said.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.  Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets.  The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan.  The Debtors' cases was originally
assigned to Judge Gloria M. Burns.  The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes.  Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.

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

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

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

                        *     *     *

Revel AC, Inc., et al., on April 20, 2015, filed an amended plan of
reorganization and accompanying disclosure statement to incorporate
the terms of a settlement and plan support agreement entered into
with the Official Committee of Unsecured Creditors, and Wells Fargo
Bank, N.A., as DIP Agent, and Wells Fargo Principal Lending, LLC,
as a Prepetition First Lien Lender and DIP Lender.  The Settlement
Agreement, among other things, provides that Wells Fargo agrees to
give the general unsecured creditors $1.60 million of its recovery
from the proceeds of the sale of substantially all of the Debtors'
assets to Polo North Country Club, Inc., and to advance $150,000
from its recovery to fund the Debtors' reconciliation of claims and
prosecution of claims or estate causes of actions.

Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved an
$82 million sale of the Revel Casino Hotel to Polo North Country
Club, Inc., which is owned by Florida developer Glenn Straub,
ending nearly 10 months of contentious legal combat for control of
the Atlantic City, N.J., resort.


RG STEEL: In Deal for Structured Dismissal of Bankruptcy Case
-------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that RG Steel has cut a deal with Cerberus Business
Finance LLC and Ira Rennert's Renco Group that means some money for
certain creditors of the failed steel operation and a negotiated
end to the contentious bankruptcy.

According to the report, instead of filing a Chapter 11 plan, the
defunct company will pull the plug on its aging bankruptcy case
after getting a judge to sign off on the settlement in a so-called
structured dismissal endorsed by RG Steel's official creditors
committee, the United Steelworkers and union pension funds.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'  
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior
lenders led by Wells Fargo Capital Finance, LLC, as administrative
agent, (ii) $218.7 million to junior lenders, led by Cerberus
Business Finance, LLC, as agent, (iii) $130.5 million on account
of
a subordinated promissory note issued by majority owner The Renco
Group, Inc., and (iv) $100 million on a secured promissory note
issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and
Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi,
Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.
That plant in Sparrows Point, Maryland, fetched the highest price,
$72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RIVERSIDE, CA: Moody's Hikes TABs Ratings From Ba1
--------------------------------------------------
Moody's Investors Service has upgraded multiple tax allocation bond
(TAB) obligations of the Successor Agency to the Riverside County
Redevelopment Agency (RDA).

The rating actions included upgrades to A3 of the Desert
Communities Redevelopment Project Area 2010 TABs Series D; to Baa1
of the Jurupa Valley Redevelopment Project Area 2007 TABs, the 2004
A-T Housing TABs, the 2005 A Housing TABs, the 2010 A & A-T Housing
TABs, and the 2011 A & 2011 A-T Housing TABs; and to Baa2 of the
Interstate 215 Corridor Redevelopment Project Area 2010 TABs Series
E. Moody's has upgraded to Baa1 the 2005 TABs (Riverside County
Redevelopment Projects), 2006 Series A TABs (County of Riverside
Redevelopment Projects), and 2006 Series B TABs (Redevelopment
Project Area No. 1 and Mid-County Redevelopment Project). All of
the TABs had previously been rated Ba1.

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

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

RATINGS RATIONALE

The upgrades reflect the generally large incremental assessed value
(AV) of the five project areas individually, as well as the diverse
and stable profile of the project areas in the aggregate; the
recent healthy rates of growth in incremental AV experienced in
each project area; and the average socioeconomic profile of
Riverside County. The ratings reflect varying but satisfactory
levels of debt service coverage on the basis of the pre-dissolution
legal pledge, with these coverage ratios supported by
post-dissolution pooled cash flows and the closed lien status of
the bonds.

The ratings additionally factor in the SA's successful adaptation
to post-dissolution processes and administrative procedures and our
expectation that this will continue. The rating also incorporates
our generally positive assessment of the implementation of the
legislation that dissolved RDAs by most successor agencies, leading
to timely payment of debt service on California TABs. In 2012,
state legislation dissolved all California RDAs, replacing them
with "successor agencies" to serve as fiduciary agents. Dissolution
effectively changed the flow of funds and processes around the
payment of debt service on TABs. TI revenue is placed in trust with
the county auditor-controller, who makes semi-annual distributions
of funds sufficient to pay debt service on TABs and other
"enforceable obligations" approved by the state.

The pooled financing ratings are based upon the structural features
of the financings and the composition of project area bonds which
generate their repayment. The bonds are secured by revenue deriving
from bonds issued by each of the five individual project areas;
each of these project area bonds is secured by net tax increment
from the respective project area. Each of the project area bonds
has its own reserve; there is no shared reserve or
cross-collateralization within each pooled financing. Therefore,
the pools constitute unenhanced pools and are scored on the
weak-link plus approach, although we have given practical
consideration to the total TI revenues allocated on a pooled basis
to SA post-dissolution, that are therefore available to support
these obligations.

OUTLOOK

The stable outlook reflects the general trend of growing
incremental AV and pledged TI revenues across the project areas, a
closed lien, and strong management. These factors support our
expectation of healthy and gradually expanding debt service
coverage going forward.

WHAT COULD MAKE THE RATING GO UP

-- Sizeable increase in incremental AV in the project areas,
leading to greater debt service coverage

WHAT COULD MAKE THE RATING GO DOWN

-- Protracted decline in incremental AV

-- Erosion of debt service coverage ratios

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

OBLIGOR PROFILE

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

LEGAL SECURITY

The legal security for bonds is tax increment revenue from the
project area(s) net of housing set asides and senior pass-through
payments. While not legally pledged, the dissolution laws permit
TAB debt service to be paid from TI revenues deposited in the SA's
Redevelopment Property Tax Trust Fund (RPTTF), less amounts
disbursed for pass-through payments and certain administrative
charges. This includes the 20% of TI revenue previously considered
restricted housing set aside. The SA has subordinated certain
statutory pass-through payments and is responsible for notifying
the county auditor-controller of any shortfall in TI revenue
expected to be deposited in the RPTTF needed for the payment of TAB
debt service that would result from the disbursal of the monies for
subordinated pass-through payments, so that the necessary
subordination can be effected through changes to the usual flow of
funds.


SAFEWAY PROPERTY: A.M. Best Withdraws 'B(Fair)' FSR
---------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of B
(Fair) and the issuer credit rating of "bb+" of Safeway Property
Insurance Company (Westmont, IL).

The rating actions follow the close of Florida Specialty Holdings
LLC's acquisition of Safeway Property and the uncertainty of the
strategic plan of the new ownership, as well as the conclusion of
A.M. Best's review.


SALADWORKS LLC: Judge Postpones Confirmation of Chapter 11 Plan
---------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that the Delaware
bankruptcy judge overseeing the Saladworks LLC case agreed on Sept.
11, 2015, to postpone the confirmation hearing set for Wednesday on
the estate's Chapter 11 plan and urged the casual restaurant
chain's two former equity owners to attempt to resolve their
differences in mediation.

During a hearing in Wilmington, U.S. Bankruptcy Judge Laurie Selber
Silverstein said she sees the battle over the Saladworks estate
Chapter 11 plan as essentially a two-party dispute between the
restaurant chain's founder, John Scardapane, and former Commerce
Bank CEO Vernon W. Hill.

As reported by the Troubled Company Reporter on Aug. 27, 2015,
Judge Silverstein has approved the disclosure statement filed by SW
Liquidation, LLC, formerly known as Saladworks, LLC, in support of
its Plan of Liquidation.

The hearing to consider confirmation of the Plan was slated for
Sept. 16, 2015, at 10:00 a.m. prevailing Eastern Time.

The Debtor previously filed a revised Plan of Liquidation and
Disclosure Statement dated Aug. 3, 2015, that address objections to
the Disclosure Statement.  A black-lined version of the Amended
Disclosure Statement is available at
http://bankrupt.com/misc/SWds0803.pdf

                      About Saladworks, LLC

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

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

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

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

SSG Capital Advisors, LLC, acted as the investment banker in the
sale of substantially all of its assets to an affiliate of Centre
Lane Partners, LLC.


SAPPHIRE ROAD: Bid to Hire Wiley Group as Counsel Granted in Part
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
entered an order partially approving Sapphire Road Development,
LLC's application for employment of Kevin S. Wiley, Sr. and Kevin
S. Wiley, Jr., of The Wiley Group, PLLC as counsel.

The Court said that the Debtor is authorized to employ Messrs.
Wiley solely as counsel in all matters related to the performance
of Debtor's duties and responsibilities as debtor-in-possession on
an interim basis pending final hearing.  Any expanded scope of
responsibility beyond the scope requires application and approval
of the Court after notice and hearing.

As reported by the Troubled Company Reporter on June 10, 2015, the
professional services Messrs. Wiley will render include, but may
not be limited to, the following:

   (a) counseling and preparation with Debtor of negotiations for
       investment or loans by a third party to either invest in or
       make senior secured loans to the reorganized Debtor and
       assist in the implementation and funding of a proposed plan
       of reorganization;

   (b) advising Debtor's management with respect to the Debtor's
       powers and duties in the Chapter 11 case with regard to
       strategy for exit from bankruptcy, disclosure statements
       and plans, and other issues that typically arise or may
       arise in Chapter 11 cases;

   (c) appearing in the Court to protect the interests of the
       Debtor;

   (d) attending meetings as requested by the Debtor;

   (e) performing all other legal services for the Debtor that may
       be necessary and proper in this case, including, but not
       limited to, provision of advice in areas such as corporate,
       bankruptcy, tort, employment, governmental, and secured
       transactions; and

   (f) performing other functions as requested by the Debtor or
       the Court consistent with professional standards.

The Wiley Firm's hourly rates are: (375 per hour for attorneys; and
(b) $75 per hour for legal assistants and paralegals.  In addition,
the Wiley Firm intends to seek compensation for all time and
expenses associated with its employment.

The Wiley Law Group received a prepetition retainer of $10,000, and
utilized $9,000 of the retainer for the preparation of the
petition, schedules and statements of affairs, review and analysis
of the Debtor's reorganization prospects, preparation of the
initial debtor interview materials, preparation of term sheets,
confidentiality agreements, and the financial package for seeking
senior lien financing to complete development, and the $1,777
filing fee for the case all as duly disclosed in the Debtor's
schedules and statements of affairs.

Kevin S. Wiley, Sr., Esq., a member of The Wiley Law Group, assures
the Court that his 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.

               About Sapphire Road Development, LLC

Sapphire Road Development, LLC, owner of a block of land at South
Lancaster Road in Dallas, intended to be a housing, office and
retail project called Patriots Crossing, commenced a Chapter 11
bankruptcy case (Bankr. N.D. Tex. Case No. 15-32376) in Dallas on
June 1, 2015.  The Debtor tapped The Wiley Law Group, PLLC, as
counsel.

The Debtor has a plan of reorganization that contemplates the
completion of the development of its real estate project in Dallas,
Texas, and the transfer of 100% of the ownership to ITEX Group,
LLC.  Development will be initiated by ITEX's investment and/or
identification, coordination, and closing of required funds for the
development on the property.  


SCHUMACHER GROUP: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Lafayette, La.-based health care staffing company
The Schumacher Group of Delaware Inc.  The rating outlook is
stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the proposed first-lien credit facilities being
issued by Onex TSG Intermediate Corp., consisting of a $75 million
five-year revolving credit facility (expected to be undrawn at
close) and a $400 million seven-year first-lien term loan,
reflecting S&P's expectation for meaningful recovery in the event
of a payment default (at the low end of the 50% to 70% range).

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the proposed $135 million, eight-year second-lien term
loan being issued by Onex TSG Intermediate Corp., reflecting S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

The Schumacher Group of Delaware Inc. provides emergency medicine
(EM) staffing services to various hospitals in the U.S. through its
wholly owned subsidiaries.  Pro forma for the August 2015
acquisition of staffing provider Hospital Physician Partners (HPP),
Schumacher provides emergency medicine (EM), hospital medicine
(HM), and health care advisory services across 28 U.S. states,
serving about 5.6 million patients per year.

"Our stable rating outlook reflects our expectation that the
company will generate at least low-single-digit organic growth,
resulting in at least $10 million in annual free operating cash
flow," said Standard & Poor's credit analyst Shannan Murphy.  It
also reflects S&P's view that the company is likely to remain
acquisitive, and that leverage will be sustained above 5x over
time.

S&P could consider a lower rating if we believed the company was
unlikely to generate at least some discretionary cash flow on a
sustained basis.  In S&P's view, this could occur if Schumacher is
unable to effectively integrate HPP and raise margins at the target
over time.  S&P also believes cash flow could be pressured if the
company encounters further difficulty with collecting on its
receivables, resulting in depressed margins and meaningful working
capital outflows.

A higher rating would require Schumacher to reduce leverage below
5x and raise FFO to debt above 12%.  This would require the company
to generate low-double-digit revenue growth and several hundred
basis points of margin expansion, which S&P views as unlikely given
reimbursement pressures facing health care service providers.
Moreover, S&P would only consider an upgrade if it was confident
that the risk of releveraging was very low, which S&P views as
unlikely given financial sponsor ownership and the company's likely
appetite for acquisitions.



SIGA TECHNOLOGIES: Wants More Time to Propose Chapter 11 Plan
-------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that government
contractor SIGA Technologies Inc. asked a New York bankruptcy judge
on Sept. 10, 2015, for another extension to the period in which it
has exclusive rights to file its own Chapter 11 plan, saying it
needs more time at the table with creditors.

SIGA is a smallpox-drug manufacturer that filed for Chapter 11
protection in September 2014 as a defensive move after it was hit
with a $195 million judgment in litigation by its adversary
PharmAthene Inc. over profits that PharmAthene would have earned
from selling a smallpox.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due
May 14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645
in
liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SKYMALL LLC: Amended Joint Plan of Liquidation Declared Effective
-----------------------------------------------------------------
BankruptcyData reported that Xhibit's Amended Joint Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan on Aug. 27, 2015.

According to documents filed with the Court, "The Plan provides
that, upon its effective date, substantially all of the Debtors'
assets will be transferred to a liquidating trust.  The liquidating
trust will manage and distribute assets to creditors and equity
interest holders in accordance with the Plan and liquidating trust
agreement.  On the effective date, all shares or other ownership
interests, including the Company's common stock, par value $.0001
per share, will be canceled without further act. Each holder of an
allowed equity interest, which may include holders of Xhibit common
stock, will be entitled to receive its pro rata share of the
remaining net distributable proceeds, if any, realized by the
liquidating trust after the payment in full of all claims."  

The specialty retailer filed for Chapter 11 protection on Jan. 22,
2015, listing $87 million in prepetition assets.

As reported by the Troubled Company Reporter on Aug. 25, 2015, Tom
Corrigan, writing for Dow Jones' Daily Bankruptcy Review, said
SkyMall LLC, which sold quirky products through its in-flight
catalogs for 25 years before filing for bankruptcy in January, won
final court approval of its plan to repay creditors, exit chapter
11 and ultimately dissolve.

According to the DBR report, following a hearing on Aug. 21, Judge
Brenda Martin of the U.S. Bankruptcy Court in Phoenix said she
would approve the company's liquidation plan, after an objection
from a government watchdog delayed her decision by several weeks.

As reported by the TCR, Judge Martin, in June, authorized SkyMall
LLC to begin soliciting votes on its plan to liquidate its assets
and to distribute the proceeds
to creditors.  The Bankruptcy Court approved on March 27, 2015, the
$1.9 million sale of SkyMall LLC to C&A Marketing Inc., which,
along with $1 million in cash, issued a promissory note for
$900,000.

                        About SkyMall LLC

Headquartered in Phoenix, Arizona, SkyMall, LLC, is the company
behind the ubiquitous in-flight catalogs known for kitschy items
that include Bigfoot Garden Yeti statues, night glow toilet seats
and cat litter robots.

Affiliates SkyMall, LLC, fka SkyMall, Inc. (Bankr. D. Ariz. Case
No. 15-00679), Xhibit Corp., fka NB Manufacturing, Inc. (Bankr. D.
Ariz. Case No. 15-00680), Xhibit Interactive, LLC, fka Xhibit, LLC
(Bankr. D. Ariz. Case No. 15-00682), FlyReply Corp. (Bankr. D.
Ariz. Case No. 15-00684), SHC Parent Corp. (Bankr. D. Ariz. Case
No. 15-00685), SpyFire Interactive, LLC (Bankr. D. Ariz. Case No.
15-00686), Stacked Digital, LLC (Bankr. D. Ariz. Case No.
15-00687), and SkyMall Interests, LLC (Bankr. D. Ariz. Case No.
15-00688) filed separate Chapter 11 bankruptcy petitions on Jan.
22, 2014.  The petitions were signed by Scott Wiley, authorized
signatory.

Judge Brenda K. Martin presides over SkyMall, LLC's case, while
Judge Madeleine C. Wanslee presides over Xhibit Corp.'s and SHC
Parent Corp.'s cases.

John A. Harris, Esq., at Quarles & Brady LLP serves as the
Debtors' bankruptcy counsel.

Cohnreznick Capital Market Securities, LLC, is the Debtors'
financial advisor.

SkyMall, LLC, estimated its assets at between $1 million and $10
million, and its liabilities at between $10 million and $50
million.  Xhibit Corp. estimates its assets and liabilities at
between $100,000 and $500,000 each.  Xhibit Interactive, LLC,
estimates its assets and liabilities at up to $50,000 each.  SHC
Parent Corp. estimates its assets and liabilities at up to $50,000
each.


SOLERA HOLDINGS: S&P Keeps 'BB-' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Westlake, Texas-based Solera Holdings Inc., including its 'BB-'
corporate credit rating, on CreditWatch, where S&P placed them with
negative implications on Aug. 24, 2015.

"Our ratings remain on CreditWatch negative due to the uncertainty
regarding the financing for the transaction in which Solera will be
acquired by Vista Equity Partners," said Standard & Poor's credit
analyst Peter Bourdon.

S&P believes that the transaction will likely increase the level of
debt in the company's capital structure.  S&P originally placed its
ratings on Solera on CreditWatch with negative implications based
on the company's announcement of a strategic review and its
potential adoption of a more aggressive financial policy.

S&P expects to resolve the CreditWatch listing when Solera
announces its proposed financing.  S&P could lower the rating if
the company's debt leverage increases substantially due to the
leveraged buyout.  S&P will evaluate any business strategy or
operational changes, but it is unlikely that it will revise its
view of the company's business risk profile as a result of the
acquisition.



TECK RESOURCES: Moody's Lowers Senior Secured Rating to Ba1
-----------------------------------------------------------
Moody's Investors Service downgraded Teck Resources Limited's
senior unsecured rating to Ba1 from Baa3, and assigned the company
a Ba1 Corporate Family Rating (CFR), Ba1-PD Probability of Default
Rating and SGL-2 Speculative Grade Liquidity Rating. Teck's ratings
outlook remains negative.

RATINGS RATIONALE

"We expect prolonged commodity price weakness and sizable
investment spending will cause Teck's financial leverage to remain
well in excess of typical Investment Grade thresholds through at
least 2017," said Darren Kirk, Moody's Vice President and Senior
Credit Officer.

Teck's Ba1 CFR is driven by its significant financial leverage and
material free cash flow consumption, offset by the diversity and
scale of its business, low geopolitical risks, average cost
position and good liquidity. Exposure to commodity price
volatility, production and development risks, and meaningful
capital expenditure requirements also constrain the rating. Moody's
expects Teck's adjusted Debt/EBITDA will increase to above 5.5x
through 2016, incorporating a 1.32 USD/CAD exchange rate and base
commodity price assumptions of US$95/tonne for benchmark
metallurgical coal, US$2.35/pound for copper and US$0.80/pound for
zinc. Moody's expects steady, albeit modest improvement in these
commodity prices beyond 2016, which should enable Teck's cash flows
to strengthen in 2017. The company's significant spending on the
Fort Hills oil sands development project at a time when commodity
prices are weak however will cause Teck's cash consumption to total
around C$1.5 billion in 2016 and C$1 billion in 2017. Absent asset
sales or other inorganic actions taken by management, this will
further drive up debt levels and limit material improvement in
Teck's adjusted Debt/ EBITDA.

Teck's SGL-2 liquidity rating is driven by Moody's estimate that
Teck's cash requirements total about C$3 billion through the six
quarters ending Q4/16 compared to cash sources that total about C$7
billion. Teck's cash requirements include about C$2.3 billion of
negative free cash flow, C$400 million of debt maturities and C$300
million of minimum balance sheet cash needs. Sources include C$1.3
billion of cash, C$5.5 billion of unused revolvers (US$1.2 billion
matures in 2017 and US$3 billion matures in 2020) and about C$200
million of announced asset sale proceeds. Moody's expects that Teck
will maintain ample cushion to its maximum 50% Debt/ Capitalization
debt covenant (33% at Q2/15).

Teck's rating outlook is negative because its leverage will remain
at higher than normal levels for its rating while cash flow will
remain sizably negative through at least 2017.

Teck's rating could be upgraded if commodity prices improved such
that Moody's expected the company would sustain adjusted Debt/
EBITDA near 3x and cash from operations less dividends to debt of
around 25%.

Teck's rating could be downgraded if Moody's expected Teck's
adjusted Debt/ EBITDA to be sustained above 4x or cash from
operations less dividends to debt below 20% due to prolonged
commodity price weakness. Greater than expected cash consumption or
a weakening of existing robust liquidity could also cause Teck's
rating to be downgraded.

Downgrades:

Issuer: Teck Resources Limited

  Senior Unsecured Regular Bond/Debentures, Downgraded to Ba1
  (LGD 4) from Baa3

  Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3
  
Assignments:

Issuer: Teck Resources Limited

Probability of Default Rating, Assigned Ba1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned Ba1

Outlook Actions:

Issuer: Teck Resources Limited

Outlook, Remains Negative

Headquartered in Vancouver, British Columbia, Canada, Teck
Resources is a diversified mining company with assets in Canada,
the U.S., Peru and Chile. The company is a leading producer of
metallurgical coal, operates one of the world's largest zinc mines
(Red Dog in Alaska) and also produces a meaningful amount of
copper. Revenues for 2014 were C$8.6 billion.

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



THOMAS KONIG: Court Partially Allows Krajeski's Claim # 37-3
------------------------------------------------------------
Judge Peter H. Carroll of the United States Bankruptcy Court for
the Central District of California, Northern Division, granted in
part, and denied, in part, Chapter 11 Trustee Jeremy W. Faith's
motion seeking disallowance of Claim # 37-3 filed by Tami
Krajeski.

Mr. Faith is the Chapter 11 trustee in the bankruptcy case of
Thomas Konig.

Krajeski filed her original proof of claim ("Claim # 37-1")
asserting an unsecured nonpriority claim in the amount of $425,000
based upon "investment loans." Among the documents attached to
Claim # 37-1 were copies of two promissory notes: (1) a Promissory
Note in the original principal sum of $150,000 executed by Debtor
and payable to the order of Krajeski dated June 1, 2004; and (2) a
Promissory Note in the original principal sum of $150,000 executed
by Debtor and payable to the order of Krajeski dated August 24,
2004.

Krajeski filed her First Amended Proof of Claim ("Claim # 37-2")
amending Claim # 37-1 to assert an unsecured nonpriority claim in
the amount of $596,248.82 for the balance due under the following
promissory notes: (1) a promissory note in the original principal
sum of $300,000, executed by Debtor and payable to the order of
Krajeski dated April 1, 2004 (the "$300,000 Note"); and (2) a
promissory note in the original principal sum of $150,000, executed
by Debtor and payable to the order of Krajeski dated June 1, 2004
(the "$150,000 Note").

Krajeski filed her Second Amended Proof of Claim ("Claim # 37-3)
amending Claim # 37-2 to increase to $613,015.62 her claim based
upon the $300,000 Note and the $150,000 Note and to assert, in the
alternative, an unliquidated claim for alleged fraud and securities
fraud.

Faith asserts that Krajeski's Claim # 37-3 must be disallowed in
its entirety for the following reasons: (1) Claim # 37-3 is barred
by the doctrine of laches and estoppel; and (2) Claim # 37-3 fails
to state a claim under applicable non-bankruptcy law.

Judge Carroll held that laches does not prevent Krajeski from
Asserting Claim # 37-3. He contends that the weight of the credible
evidence supports a finding that Krajeski's delay in filing her
proof of claim was unreasonable, particularly given her actual
knowledge of the Debtor's bankruptcy and the claims deadline in
sufficient time to file a timely proof of claim. He contends
further that because Krajeski was properly served with the
Amendment and admittedly communicated with the Debtor on a regular
basis regarding his bankruptcy in 2009, Krajeski either knew or
should have known prior to the claims deadline that the amount of
her claim in Schedule F had been changed from $425,000 to "Notice
Only." Judge Carroll however, says that "mere delay alone will not
establish laches." He adds that because Faith has failed to
demonstrate prejudice by Krajeski's alleged lack of diligence in
pursuing her claim, Faith's objection to Krajeski's Claim # 37-3
based upon the doctrine of laches will be overruled.

Judge Carroll allowed Krajeski's Claim # 37-3 in the amount of
$316,655.19 consisting of (1) $221,547.96 due under the $150,000
Note; (2) $60,641.10 in accrued interest from April 1, 2004 through
February 19, 2007, due under the $300,000 Note; and (3) $34,466.13
in attorneys' fees and costs. He further held that the balance of
Krajeski's Claim # 37-3, including her alternative claim for
damages in the amount of $275,000 for alleged fraud and securities
fraud will be disallowed.

The case is In re: THOMAS KONIG, Chapter 11, Debtor, Case No.
9:09-BK-12617-PC.

A full-text copy of Judge Carroll's Memorandum Decision dated
August 27, 2015, is available at http://is.gd/iyn6zMfrom
Leagle.com.

Thomas Konig is represented by:

          Jonathan Gura, Esq.
          Peter Susi, Esq.
          HOLLISTER & BRACE, APC
          1126 Santa Barbara Street, P.O. Box 630
          Santa Barbara, CA 93102
          Telephone: (805)963-6711
          Facsimile: (805)965-0329
          Email: hblaw@hbsb.com

Jeremy W. Faith, Chapter 11 Trustee, is represented by:

          Andrew A. Goodman, Esq.
          Yi S. Kim, Esq.
          Meghann A. Triplett, Esq.
          GOODMAN FAITH LLP
          21550 Oxnard Street, Suite 830
          Woodland Hills, CA 91367
          Telephone: (818)887-2500
          Facsimile: (818)887-2501

                      About Thomas Konig

Santa Barbara, California-based Thomas Konig filed for Chapter 11
on July 1, 2009 (Bankr. C.D. Calif. Case No. 09-12617) Peter Susi,
Esq., at Michaelson Susi and Michaelson represents the Debtor in
its restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


TOTAL SAFETY: Holding Co. Actions Won't Impact Moody's Caa1 CFR
---------------------------------------------------------------
Moody's Investors Services says the recent debt and equity raising
are credit positive to W3 Co., a holding company controlling Total
Safety U.S., Inc., as it improves the company's liquidity position,
but will not result in changes to the Caa1 Corporate Family Rating
(CFR) of Total Safety, or any of the company's debt instrument
ratings, and its negative outlook.

W3 Co. is a holding company controlling Total Safety U.S., Inc., a
global provider of industrial safety services and equipment
primarily for the upstream and downstream energy, petrochemical,
chemical and other end markets. Total Safety is owned by affiliates
of private equity sponsor Warburg Pincus. The company reported
revenues of $430 million for the LTM period year ending June 30,
2015.



TRANS COASTAL: Wants to Pay $42,000 to Pre-Bankruptcy Vendors
-------------------------------------------------------------
Trans Coastal Supply Company, Inc. renewed a request asking the
U.S. Bankruptcy Court for the Central District of Illinois for
authority to pay certain prepetition vendors and suppliers who
performed services or supplied goods to the Debtor shortly prior to
the filing of its bankruptcy case.

Trans Coastal filed an amended motion after their first motion was
dismissed without prejudice by Judge Mary P. Gorman.

The Debtors allege that the prepetition vendors and suppliers'
efforts have generated and will continue to generate post-petition
accounts receivable significantly in excess of the funds which the
Debtor seeks to pay.

Jeffrey D. Richardson, Esq., in Decatur, Illinois, tells the Court
that the Debtor seeks to pay $42,987.52 in prepetition services and
goods, which are itemized as follows:

     (a) Health Alliance Medical Plan
         Amount: $1,446.00
         Reason: Health insurance bill for employees.

     (b) KC Board of Public Utilities
         Amount: $3,850.61
         Reason: Power bill received after July 16, 2015
                 on Kansas City facility.

     (c) Mack Logistics
         Amount: $8,676.75
         Reason: Drayage carrier - trucker who provided trucking
                 services to keep the doors open in Kansas City.

     (d) Schmuhl Brothers
         Amount: $6,308.25
         Reason: Drayage carrier - trucker who provided trucking
                 services to keep the doors open in Kansas City.

     (e) Time Warner Cable
         Amount: $409.47
         Reason: Prepetition internet bill.

     (f) Deffenbaugh Industries
         Amount: $604.57
         Reason: Dumpster service for Kansas City facility

     (g) Hankins Contracting
         Amount: $21,691.87
         Reason: Main hauler for Kansas City facility who allowed
                 the Kansas City business to be kept open.

Mr. Richardson contends that payment of these bills is crucial to
the Debtor's efforts to preserve its ongoing business operations.

The Court was slated to consider approval of the Debtor's request
at a hearing on September 15, 2015.

Trans Coastal Supply Company, Inc. is represented by:

          Jeffrey D. Richardson, Esq.
          132 South Water Street, Suite 444
          Decatur, IL 62523
          Telephone: (217)425-4982

                About Trans Coastal Supply Company

Headquartered in Decatur, Illinois, Trans Coastal Supply Company
Inc. ships grain and other agricultural products like the ethanol
byproduct distillers dried grains (DDGS) in containers to overseas
buyers.

Trans Coastal Supply Company Inc. filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015.
Judge Mary P. Gorman presides over the Debtor's case.  Jeffrey D
Richardson, Esq., at Richardson & Erickson, represents the Debtor.

The Debtor estimated both assets and liabilities between $10
million and $50 million.


TRANSGENOMIC INC: Sells Ion Chromatography Product Line and Assets
------------------------------------------------------------------
Transgenomic, Inc. sold its ion chromatography product line and
related assets to Edge BioSystems, Inc., a portfolio company of the
investment firm StoneCalibre.  EdgeBio is a specialized
manufacturer and distributor of DNA sequencing sample preparation
and clean-up products.

Under the terms of the agreement, Transgenomic transferred rights
to its ion chromatography products, licenses, technology, know-how
and trademarks to EdgeBio, along with product inventory, for
approximately $2.1 million in cash.  Further terms of the agreement
were not disclosed.

Ion chromatography is a chemical analysis technique that separates
and analyzes different substances according to their affinities for
chemically stable, highly reactive synthetic ion exchangers. The IC
product line includes a wide range of specialty ion chromatography
columns that are designed to run on a variety of chromatograph
systems.

Paul Kinnon, president and chief executive officer of Transgenomic,
commented, "An important part of our revitalization strategy is to
selectively monetize non-core legacy businesses and product lines
so that we can focus our resources on commercialization of
Multiplexed ICE COLD-PCRTM (MX-ICP) for high value, high growth
clinical applications, such as liquid biopsies for targeted cancer
therapy and patient monitoring.  This asset monetization strategy
frees up cash to help advance our commercialization efforts for
MX-ICP.  Transgenomic will continue to pursue opportunities to
optimize our asset deployment and product mix, and we expect to
complete additional asset monetizations in the coming months."

                   Amendment to Loan Agreement

On Sept. 4, 2015, in anticipation of the closing of the Asset Sale,
the Company entered into an amendment to its Loan and Security
Agreement, dated March 13, 2013, with Third Security Senior Staff
2008 LLC, as administrative agent and a lender, and the other
lenders party thereto for a revolving line of credit and a term
loan.  The Amendment, among other things, (i) provides that the
Lenders will waive specified events of default under the terms of
the Loan Agreement, (ii) reduces the Company's future minimum
revenue covenants under the Loan Agreement, (iii) reduces the
Company's borrowing availability under the revolving line of credit
to approximately $2.3 million, and (iv) limits the Company's
borrowing base under the Loan Agreement to the amount of the
revolving line of credit.

The Lenders are affiliates of Third Security, LLC and hold more
than 10% of the outstanding voting stock of the Company.
Additionally, Doit L. Koppler II, a director of the Company, is an
employee of Third Security, LLC.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic reported a net loss available to common stockholders
of $15.1 million in 2014, a net loss available to common
stockholders of $16.7 million in 2013 and a net loss available to
common stockholders of $8.98 million in 2012.

Ernst & Young LLP, in Hartford, Connecticut, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.


ULTIMATE NUTRITION: Settles Dispute with Mr. Olympia Contest
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Ultimate Nutrition Inc. and the organizers of Mr. Olympia
bodybuilding competition reached a deal to settle their dispute
over advertising banners that would hang at the entrance of the
event.

According to the report, the deal has prompted Ultimate Nutrition
to drop its complaint that the banner advertisements could unfairly
highlight the company's competitors.  The two sides made peace
after Mr. Olympia organizers offered "certain other advertising and
promotional opportunities" to Ultimate Nutrition, according to
documents filed in U.S. Bankruptcy Court in Hartford, the report
related.  The deal was approved by Judge Ann Nevins on Sept. 11,
the report said.

               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.


USA DISCOUNTERS: Judge Questions Choice of Bankruptcy Venue
-----------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that USA Discounters Ltd., a retailer that has been accused of
scamming U.S. service members, is defending its decision to file
for chapter 11 in Delaware despite having roots elsewhere.

According to the report, Judge Christopher Sontchi, a nine-year
veteran of the bench in one of the nation's busiest bankruptcy
courts, ordered the retailer to appear at a hearing to defend its
filing in the Wilmington, Del., court over "some other appropriate
venue."  The Journal noted that USA Discounters has its
headquarters in Norfolk, Va., and faces litigation related to its
business practices in Colorado, two possible venues that Judge
Sontchi's order cited.  But the company says there is no dispute
that its chapter 11 filing, made in August, complies with
bankruptcy laws, as two of the three entities that filed were
incorporated in Delaware, the Journal related.

                      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.


VIDEOTRON LTEE: S&P Assigns 'BB' Rating on C$375MM Sr. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '3' recovery rating to Montreal-based
Videotron Ltee's proposed C$375 million 5.75% senior unsecured
notes due January 2026.  S&P rates the notes the same as its
corporate credit rating on Videotron.  The '3' recovery rating
corresponds with meaningful recovery (50%-70%; at the low end of
the range) in S&P's default scenario.  Proceeds from the new notes
will be used to repay amounts drawn under the company's revolving
credit facility, and have no effect on S&P's expected consolidated
credit measures for Quebecor Media Inc. (QMI), Videotron's 100%
owner.  Recent drawings are attributable in part to the recent
early redemption of Videotron notes, and funds from the new issue
support QMI's consolidated liquidity.  Recent drawings are
attributable in part to the recent early redemption of Videotron
notes, and funds from the new issue support QMI's consolidated
liquidity.

S&P's view of QMI's financial risk profile as "significant"
reflects the company's relatively weak adjusted debt-to-EBITDA of
3.6x for the 12 months ended June 30, 2015, that S&P believes could
increase to 3.7x-3.8x by year-end after funding the Caisse de depot
et placement du Quebec (CDP) share repurchase.

"We expect that modest revenue growth and flat EBITDA in 2015,
along with high capital expenditures, strategic investments, and
steady dividends, will constrain discretionary cash flow to below
C$100 million per year through 2016 and limit any significant debt
reduction," said Standard & Poor's credit analyst Donald Marleau.

S&P's base-case scenario does not incorporate additional
debt-funded share repurchases from CDP by QMI or Quebecor Inc., the
pursuit of a facilities-based nationwide wireless initiative, or
investments in the event of a successful bid for an NHL franchise.
That said, S&P expects the company will manage to an adjusted
debt-to-EBITDA ratio of 4x or lower as it contemplates such
investments, but the prospect of such an event will weigh on the
ratings over our two-year rating horizon.

The ratings on QMI are based on Standard & Poor's credit risk
profile of the company and its consolidated subsidiaries, including
wholly owned Videotron, the largest cable TV provider in Quebec and
third-largest in Canada.  S&P's long-term corporate credit rating
on Videotron is equalized with that on parent QMI as per Standard &
Poor's corporate ratings criteria.  The strength of the company's
mature subscription-based cable operations (branded as Videotron;
more than 95% of overall pro forma EBITDA), is the key driver of
S&P's "satisfactory" assessment of QMI's overall business risk
profile.

RATINGS LIST

Videotron Ltee
Corporate credit rating             BB/Stable/--

Ratings Assigned
C$375M senior unsecured notes
due January 2026                   BB
Recovery rating                    3L



WALTER ENERGY: Claims Bar Date Set for October 13
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama set
Oct. 13, 2015, at 4:00 p.m. (Prevailing Central Time) as deadline
for creditors of Walter Energy Inc. and its debtor-affiliates to
file proofs of claim against the Debtors.  

The Court also set Jan. 11, 2016, at 4:00 p.m. (Prevailing Central
Time) as the last day for governmental units to file their claims
against the Debtors.

a) Original proof of claim form must be filed at:

Walter Energy Claims Processing
c/o Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245

  -- or --

b) Complete the online proof of claim form available at
https://epoc.kccllc.net/walterenergy

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly    
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe,

Asia and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015.  The Debtors tapped Paul,  Weiss,
Rifkind, Wharton & Garrison as counsel; Bradley Arant  Boult
Cummings LLP, as co-counsel; Ogletree Deakins LLP, as  labor and
employment counsel; Maynard, Cooper & Gale, P.C., as  special
counsel; Blackstone Advisory Services, L.P., as  investment banker;
AlixPartners, LLP, as financial advisor,  and Kurtzman Carson
Consultants LLC, as claims and noticing agent.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

J. Thomas Corbett, the bankruptcy administrator for the Northern
District of Alabama, has appointed 13 members to the official
committee of unsecured creditors, including Pension Benefit
Guaranty Corp. and Nelson Brothers, LLC.


WALTER ENERGY: Nine Members Appointed to Retiree Committee
----------------------------------------------------------
J. Thomas Corbett, Bankruptcy Administrator for the Northern
District of Alabama, notified the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, that he has
appointed nine members to the Official Committee of Retired
Employees in the Chapter 11 cases of Walter Energy, Inc., and its
debtor affiliates.

The Committee members are:

   (1) Frank A. Hult
   (2) Cecil W. Wilkes
   (3) Charles C. Stewart
   (4) John A. Fillebaum
   (5) Frederick P. Kozel
   (6) Steven A. Radlein
   (7) William Eugene Trammell
   (8) United Mine Workers of America
   (9) United Steelworkers

Proposed counsel for the Retirees' Committee are:

          Richard P. Carmody
          ADAMS & REESE LLP
          Regions Harbert Plaza
          1901 6th Avenue North, Suite 3000
          Birmingham, AL 35203
          Email: richard.carmondy@arlaw.com

             -- and --

          Catherine Steege, Esq.
          Charles B. Sklarsky, Esq.
          Melissa M. Root, Esq.
          Landon S. Raiford, Esq.
          JENNER & BLOCK LLP
          353 North Clark Street
          Chicago, IL 60654-3456
          Telephone: (312) 222-9350
          Facsimile: (312) 527-0484
          Email: csteege@jenner.com
                 csklarsky@jenner.com
                 mroot@jenner.com
                 lraiford@jenner.com

Bill Rochelle, a bankruptcy columnist for Bloomberg News, pointed
out that bankruptcy law requires a retirees' committee whenever a
company intends to modify or terminate post-employment benefits.

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015.  The Debtors tapped Paul, Weiss, Rifkind,
Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as
co-counsel; Ogletree Deakins LLP, as labor and employment counsel;
Maynard, Cooper & Gale, P.C., as special counsel; Blackstone
Advisory Services, L.P., as investment banker; AlixPartners, LLP,
as financial advisor, and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

J. Thomas Corbett, the bankruptcy administrator for the Northern
District of Alabama, has appointed 13 members to the official
committee of unsecured creditors, including Pension Benefit
Guaranty Corp. and Nelson Brothers, LLC.


WBH ENERGY: Court Approves Asset Sale to CL III Funding
-------------------------------------------------------
WBH Energy LP received court approval to sell its properties to CL
III Funding Holding Company, LLC.

The order, issued by U.S. Bankruptcy Judge H. Christopher Mott,
allowed the sale of the oil and gas properties owned by the Texas
oil company and its affiliates WBH Energy Partners, LLC and WBH
Energy GP, LLC.

The companies will also sell their personal properties to the
secured creditor, according to the court filing.

A copy of the court order is available without charge at
http://is.gd/2ruXVK

CL III Funding will purchase the properties by use of a so-called
credit bid.  It will also pay WBH Energy $225,000 in cash at the
closing of the sale.

The properties were supposed to be sold at an auction last month,
with CL III Funding serving as the stalking horse bidder.  WBH
Energy canceled the auction after it didn't receive "qualified
bids" from other companies, court filings show.

                         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.


WBH ENERGY: Gets Court Approval of Plan to Exit Bankruptcy
----------------------------------------------------------
WBH Energy LP and its affiliates won court approval of a plan to
exit Chapter 11 protection.

U.S. Bankruptcy Judge H. Christopher Mott gave the thumbs-up to the
companies' joint Chapter 11 plan of reorganization after finding
that it complies with the "applicable provisions" of the Bankruptcy
Code.

A copy of Judge Mott's order is available without charge at
http://is.gd/30W6uX

The plan confirmed, the second version of the document, divides
claims against and interests in each of the companies into eight
classes.

Under the plan, 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 will be "satisfied,
compromised, settled, and released in full" in exchange for its
credit bid.  

Senior secured creditors Orr Construction, Inc. and U.S. Energy
Development Corp. will retain their liens against the assets that
CL III Funding bought from the Texas oil company.

USEDC earlier withdrew its bid to have its $11.4 million claim
against the oil company temporarily allowed for purposes of voting
on the restructuring plan.

Meanwhile, general unsecured creditors will receive their pro rata
share of so-called "creditors' trust assets," which include cash in
the amount of $225,000 that WBH Energy will receive and those it
will recover through avoidance actions.

WBH Energy's official committee of unsecured creditors previously
filed an objection to the plan in which it expressed concern that
there won't be available funds to pay unsecured claims.

The company settled the objection by agreeing that administrative
claims will be paid from a reserve and not from the $225,000 it
will receive and that CL III Funding won't receive a share of the
trust assets.

                         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.


WESTWAY GROUP: Moody's Lowers Sr. Secured Rating to B2, Outlook Neg
-------------------------------------------------------------------
Moody's Investors Service has downgraded the senior secured rating
of Westway Group, LLC (Westway or Project) to B2 from Ba3. The
rating outlook continues to be negative. Westway is a mid-sized
bulk liquid storage and ancillary services provider headquartered
in New Orleans, LA. It is a wholly owned by an affiliate of EQT
Infrastructure II (EQT or Sponsor).

RATINGS RATIONALE

The downgrade considers Moody's concerns about the challenges
associated with managing expansion growth capital expenditures and
the potential for a leverage covenant breach sometime in 2016 as
expected cash flow associated with those capital expenditures has
not yet materialized. Westway's loan documentation contains two
financial covenants: a minimum debt service coverage ratio; and a
maximum leverage ratio. The latter is measured quarterly by the
ratio of Net Debt to adjusted EBITDA on a rolling 12 month basis.
The ratio was set at 6.0x times through June 30, 2015. The actual
covenant calculation at that time was 5.68x. The covenant steps
down quite aggressively over time due to the expectation that debt
would have been repaid rapidly from the excess cash flow sweep.
EBITDA had originally been forecasted to rise from the expansion
projects, especially from the Grays Harbor expansion.

For example, the leverage covenant steps down to 5.75x on September
30, 2015 through December 31, 2015, and then steps down to 5.50x on
March 31, 2016 and 5.25x on June 30, 2016. We understand that
incremental EBITDA should address near-term covenant compliance.
However, if anticipated future EBITDA growth does not materialize,
and there is no further debt reduction (not expected as any cash
flow generated is assumed to be used to fund capital expenditures
before being available for debt reduction under the cash flow
sweep), then Westway could violate its leverage covenant sometime
in 2016, in the absence of covenant relief from the lenders or an
equity cure from the Sponsors.

Originally expected to be completed in 2013, the construction on
the Grays Harbor expansion has been delayed until 2016 or perhaps
early 2017 owing to delays in the permitting process including
receipt of an Environmental Impact Study (EIS). Such delays in
expanding Grays Harbor has limited expected debt reduction
resulting in higher refinancing risk than originally anticipated.
Given the uncertainty around the timing of regulatory approval, we
understand that Westway management has removed Grays Harbor
entirely from their current multi-year forecast. Meanwhile, other
expansion projects in other locations, such as Houston,
Philadelphia and Baltimore, have moved forward and are anticipated
to provide incremental cash flow. While this demonstrates an
ability for Westway to manage other growth and the flexibility to
shift to other planned expansions to help offset the loss of Grays
Harbor, these other expansions are not expected to contribute as
much to cash flow and operating margins relative to the expected
contribution from Grays Harbor.

Counterbalancing this credit pressure is a new management team that
has been reasonably successful in extending existing contractual
arrangements and procuring incremental contracts across their
business platform. Additionally, based upon our discussions with
the Sponsor, we believe there is an expressed interest in
supporting the Project with equity cures, although we note there is
no formal obligation to do so. According to the loan documentation,
EQT can make up to 5 equity cures over the life of the transaction
to help ensure compliance with the financial covenants. If one or
more equity cures were to occur, Moody's would view this as
demonstrated strong Sponsor support (in addition to the original
$180 million in Sponsor equity), which would be viewed favorably
from a ratings perspective.

In light of the downgrade and the negative outlook, limited
prospects exist for the rating to be upgraded. The rating outlook
could stabilize if EQT actually demonstrates its support for this
Project by contributing equity, and/or the Project shows sustained
improvement in its credit metrics such that Westway can remain in
compliance with its leverage covenant. The outlook could also
stabilize if lenders provide covenant relief and delay the step
downs of the leverage covenant levels.

Conversely, the rating could be revised downward if Westway appears
increasingly likely to breach a covenant in the short to
intermediate term, if EQT fails to address the potential covenant
violation with either an equity cure and/or securing some lender
covenant relief.

The principal methodology used in this rating was the Generic
Project Finance Methodology published in December 2010.

Westway is a mid-size bulk liquid storage and ancillary services
provider headquartered in New Orleans, LA. Westway is owned by an
affiliate of EQT Infrastructure II, a €1.9 billion (approximately
$2.6 billion) infrastructure fund advised by EQT Partners, a
leading European based investment advisor. EQT Infrastructure
targets existing infrastructure companies located primarily in
Europe and North America.



WET SEAL: Court to Consider Plan Confirmation on Oct. 31
--------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge gave The Wet Seal Inc. estate the thumbs up on
Sept. 11, 2015, on the disclosure statement for its Chapter 11
plan, allowing it to solicit creditors on its strategy for divvying
up proceeds from the April going-concern sale to a unit of Versa
Capital Management LLC.

During a hearing in Wilmington, U.S. Bankruptcy Judge Christopher
S. Sontchi said he would be "happy to approve" the disclosure
statement and set an Oct. 30 date to consider confirmation of Wet
Seal's Chapter 11 plan.

As reported by the Troubled Company Reporter on Aug. 14, 2015, the
Plan provides for the creation of a Liquidation Trust that will
administer and liquidate all remaining property of the Debtors
after the payment of certain fees and expenses.  The Plan also
provides for Distributions to certain Holders of Secured Claims,
Administrative Claims, Professional Fee Claims, Priority Claims,
and General Unsecured Claims, and for the funding of the
Liquidation Trust.  The Plan further provides for the cancellation
of all Equity Interests in the Debtors, the dissolution and wind-up
of the affairs of the Debtors, and the transfer of any remaining
Assets of the Debtors' Estates to the Liquidation Trust. Under the
Plan and pursuant to a Global Plan Settlement, for purposes of
voting and distribution in connection with the Plan, the Debtors
will be substantively consolidated, meaning that all of the Assets
and liabilities of the Debtors will be deemed to be the Assets and
liabilities of a single entity.

A full-text copy of the Disclosure Statement dated Aug. 10, 2015,
is available at http://bankrupt.com/misc/SEALds0810.pdf

                          About Wet Seal

The Wet Seal, Inc., et al., are retailers selling fashion apparel
and accessory items designed for female customers aged 13 to 24
years old.

The Company, and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed for
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to 15-10084) on Jan. 15, 2015.  The Wet Seal, Inc., disclosed
$215,254,952 in assets and $60,598,968 in liabilities as of the
Chapter 11 filing.

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11
counsel.  FTI Consulting serves as the Debtors' restructuring
advisor.  The Debtors' investment banker is Houlihan Lokey.  The
Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing
agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.  

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.  The Committee retained Pachulski Stang Ziehl & Jones
LLP as its counsel and Province Inc. as its financial advisor.

The Wet Seal, Inc., changed its name to "Seal123, Inc." on
April 17, 2015, in accordance with the asset purchase agreement
with Mador Lending, LLC, an affiliate of Versa Capital Management,
LLC, as buyer.


WET SEAL: Creditors Can Vote on Liquidation Plan
------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that a bankruptcy judge said unsecured creditors of
teen-clothing retailer Wet Seal Inc. can vote on the company's
liquidation plan, which would pay them less than seven cents on the
dollar.

According to the report, Judge Christopher Sontchi of the U.S.
Bankruptcy Court in Wilmington, Del., signed off on Wet Seal's
disclosure document describing its plan to divvy up the proceeds
from its $7.5 million sale to an affiliate of Versa Capital
Management LLC.

The Plan provides for the creation of a Liquidation Trust that
will
administer and liquidate all remaining property of the Debtors
after the payment of certain fees and expenses.  The Plan also
provides for Distributions to certain Holders of Secured Claims,
Administrative Claims, Professional Fee Claims, Priority Claims,
and General Unsecured Claims, and for the funding of the
Liquidation Trust.  The Plan further provides for the cancellation
of all Equity Interests in the Debtors, the dissolution and
wind-up
of the affairs of the Debtors, and the transfer of any remaining
Assets of the Debtors’ Estates to the Liquidation Trust.
Under
the Plan and pursuant to a Global Plan Settlement, for purposes of
voting and distribution in connection with the Plan, the Debtors
will be substantively consolidated, meaning that all of the Assets
and liabilities of the Debtors will be deemed to be the Assets and
liabilities of a single entity.

Prior to the disclosure statement hearing, Wet Seal amended its
liquidation plan to provide that "Exculpated Parties" are the
following: (a) the Debtors, (b) the present or former officers and
directors of the Debtors (other than the Prepetition Officers and
Directors), (c), the Professionals retained by the Debtors pursuant
to an Order of the Bankruptcy Court, (d) the Creditors' Committee,
(e) the present or former members of the Creditors' Committee, and
(f) the Professionals retained by the Creditors' Committee pursuant
to an Order of the Bankruptcy Court.

A blacklined version of the Plan dated Sept. 8, 2015, is available
at http://bankrupt.com/misc/SEALds0908.pdf

                          About Wet Seal

The Wet Seal, Inc., et al., are retailers selling fashion apparel
and accessory items designed for female customers aged 13 to 24
years old.

The Company, and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed for
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to 15-10084) on Jan. 15, 2015.  The Wet Seal, Inc., disclosed
$215,254,952 in assets and $60,598,968 in liabilities as of the
Chapter 11 filing.

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11
counsel.  FTI Consulting serves as the Debtors' restructuring
advisor.  The Debtors' investment banker is Houlihan Lokey.  The
Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing
agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.  

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.  The Committee retained Pachulski Stang Ziehl & Jones
LLP as its counsel and Province Inc. as its financial advisor.

The Wet Seal, Inc., changed its name to "Seal123, Inc." on
April 17, 2015, in accordance with the asset purchase agreement
with Mador Lending, LLC, an affiliate of Versa Capital Management,
LLC, as buyer.


WILLIAM PARKER: Georgia Capital Wins Reimbursement of Fees
----------------------------------------------------------
Judge Stephani W. Humrickhouse of the United States Bankruptcy
Court for the Eastern District of North Carolina, Raleigh Division,
disallowed, in part and allowed, in part, Georgia Capital, LLC's
application for reimbursement of legal fees, costs and expenses
incurred through January 2015.

In its application, GCAP requests $355,464.88 in attorneys' fees
and $12,618.94 in costs, less $104,280.95 held in a contingency
reserve account. These fees and expenses were incurred by four law
firms in the following respective amounts:

     (a) Nexsen Pruet, PLLC: $106,824.97;

     (b) Horack Talley: $151,847.11;

     (c) Miller & Martin, $92,574.64; and

     (d) The Law Office of John T. Benjamin, Jr. P.A.: $4,225.86.

GCAP contends that it is entitled to reimbursement under Section
506(b) by virtue of its secured status, because the loan documents
provide for such recovery, and because the fees and costs were
reasonably and necessarily incurred in protecting its rights and
interests in collateral.

The bankruptcy administrator and the Debtors William Douglas
Parker, Jr., and Diana Lynne Parker each objected to the billing
entries submitted by GCAP on the grounds that significant
redactions therein prevented adequate review. The debtors argue
that many of the fees exceeded the scope of the loan documents and
are therefore not recoverable, and also that fees are not
recoverable under North Carolina law because GCAP failed to
demonstrate compliance with the notice requirements of N.C. Gen.
Stat. Section 6-21.2. Additionally, the Debtors contend that it was
unreasonable for GCAP to employ four different law firms, and that
the fees are unreasonable because GCAP was never in danger of
nonpayment. Further, the Debtors argue that the high non-default
rate of interest already effectively compensated GCAP for its
attorneys' fees.

Judge Humrickhouse disallowed the requested pre-petition attorneys'
fees in the amount of $5,980.36. She allowed, as part of GCAP's
secured claim, post-petition fees and costs in the amount of
$98,138.22. Judge Humrickhouse disallowed the remainder of the fees
and costs, in the respective amounts of $148,780.35 and $10,903.94,
after finding that they were unreasonable or outside the scope of
the loan documents.

The case is IN RE: WILLIAM DOUGLAS PARKER, JR., DIANA LYNNE PARKER,
Debtor, Case No. 12-03128-8-SWH.

A full-text copy of Judge Humrickhouse's Order Regarding Fee
Application Of Georgia Capital, LLC dated August 27, 2015, is
available at http://is.gd/q0hLNHfrom Leagle.com,

William Douglas Parker, Jr., Deceased, is represented by:

          Blake P. Barnard, Esq.
          William F. Braziel, III, Esq.
          William P. Janvier, Esq.
          Samantha Y. Moore, Esq.
          Justine S. O'Connor-Petts, Esq.
          JANVIER LAW FIRM, PLLC
          1101 Haynes Street
          Raleigh, NC 27604
          Telephone: (919)582-2323

          - and -

          Charles M. Ivey, III, Esq.
          IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP
          100 S. Elm Street, #500
          Greensboro, NC 27401
          Telephone: (336)542-5707


[*] 5th Cir. Declines Full Review in FDIC's $2BB RMBS Fraud Suit
----------------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that the U.S. Court of
Appeals for the Fifth Circuit refused Deutsche Bank AG and Royal
Bank of Scotland PLC an en banc review on Set. 11 of a panel's
revival of the Federal Deposit Insurance Corp.'s securities fraud
suit over $2.1 billion in residential mortgage-backed securities
the banks sold.

A Fifth Circuit panel had ruled in early August that a district
court wrongly dismissed as time-barred, the consolidated suit
accusing Deutsche, RBC and Goldman Sachs Group Inc. of making false
and misleading statements in selling and underwriting RMBS.


[*] Low Oil Prices to Pressure Offshore Drillers Thru 2017
----------------------------------------------------------
A persistent oversupply of rigs combined with low oil prices will
prolong the downturn in the offshore contract drilling industry,
weakening the credit quality of offshore drillers through 2017,
says Moody's Investors Service.

Overcapacity has already eaten into dayrates for offshore drillers,
which is the amount an oil company pays drillers per day to operate
an oil rig. But if crude oil prices remain near today's
$40-$50/barrel range, then dayrates will fall further, approaching
the cash break-even cost levels in some markets. With fewer
available drilling opportunities in the marketplace, drillers are
growing desperate to win contracts and minimize operating costs.

"The rig industry's overcapacity problem could last for several
years," says Sajjad Alam, a Moody's Assistant Vice President and
Analyst. "Older rigs will not retire easily and new rigs will keep
coming with any positive development in the market."

Deepwater/ultra-deepwater rig markets will have challenges on both
the supply and demand fronts. Low oil prices will restrain drilling
activities in those higher-cost markets, while the supply of new
rigs will continue at a high level through 2017. Shallow water
markets, on the other hand, will not experience as much demand
erosion, but will face similar supply pressures. "We could see a
10%-15% increase in global jackup supply even if only 50% of the
current mostly uncontracted newbuilds are ultimately delivered to
the market," says Alam.

Moody's expects oil prices to remain low through 2017 because of
global factors such as greater production efficiency, the strategic
need for certain nations to maximize oil production, slowing growth
in China, a strong US dollar, and the possibility of new supply
coming online from Iran, according to the report "The Worst Is Yet
To Come For Offshore Drillers." Dayrates for offshore drillers will
remain under pressure as upstream companies look to trim costs and
continue to drill conservatively in a low oil price environment.

Most offshore drillers are likely to have weaker credit metrics by
2017 as earnings and rig values decline substantially without any
material improvements to debt levels. Large drillers with
investment-grade ratings have greater financial and operational
flexibility, but even their credit metrics will erode if industry
conditions remain weak for an extended period of time.

"Companies that can reduce debt, minimize capital spending and
maintain conservative financial policies are more likely to avoid
ratings downgrades during this down-cycle," says Alam. Moody's
expects credit quality to decline more significantly for companies
with high leverage, smaller revenue backlogs, lower-quality rigs,
substantial funding needs and exposure to high-risk customers.



[*] Size, Scale Key to B3-Rated Homebuilders' Upgrade, Moody's Says
-------------------------------------------------------------------
The small and regional homebuilders that Moody's Investors Service
rates B3 would need to increase their revenues, geographic
diversity and tangible net worth to fulfill some of the key
parameters necessary for an upgrade to B2. These, of course, are in
addition to achieving B2-type credit metrics.

"These homebuilders' credit profiles are strong for their B3
ratings, but this sector is extremely volatile and cyclical, so we
need to consider other factors when assessing whether these
companies can weather the inevitable downturns," says Joseph
Snider, a Moody's Vice President and Senior Credit Officer.

Revenues in the neighborhood of $1 billion are a key buffer, as
larger homebuilders are better positioned to survive down markets,
according to the report "Size, Diversity Key to B3-Rated Builders
Potential for Upgrade."

The B3-rated homebuilders with the strongest credit profiles have
increased their revenues through acquisitions or more organically,
by opening new communities or growing within their existing
markets. Another way for these homebuilders to expand and bolster
their credit strength is by growing their geographical footprint.
"Homebuilding responds to local and regional influences and does
not move in tandem with other housing markets, so companies that
have greater geographic diversity will fare better during boom-bust
housing cycles," says Snider.

In addition, tangible net worth in excess of $500 million is
another key factor given the capital-intensive nature of the
homebuilding industry. Moody's notes that because homebuilders have
high levels of debt that they use to secure land and inventory,
they need an adequate amount of net worth to back up that debt.

Moody's looks at these factors along with other credit metrics such
as gross margins, EBIT coverage of interest and debt-to-book
capitalization levels to assess whether a company's credit profile
is in line with the agency's parameters for a B2 rating.


[*] Suspension of Jenner & Block Lawyer Sought
----------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that an Illinois attorney
disciplinary board has recommended suspension for a former Jenner &
Block LLP attorney who, after a $150,000 contempt judgment in 1995
in a food distributor client's case, spent the next decade and a
half filing appeals that multiple courts concluded were frivolous
and attempting to discharge the debt in bankruptcy.

The Hearing Board of the Illinois Attorney Registration and
Disciplinary Commission on Wednesday decided to recommend a 60-day
suspension for sole practitioner John P. Messina.

                       About Jenner & Block

Jenner & Block LLP -- http://www.jenner.com/-- has a substantial  
transactional and corporate practice, which focuses on mergers and
acquisitions, securities, finance, private equity, real estate,
tax, environmental, insurance, commercial law, technology,
intellectual property, bankruptcy and reorganization, labor and
employment, executive compensation, government contacts, health
care and associations.  Founded in 1914, Jenner & Block has more
than 460 attorneys located in Chicago, Dallas, New York and
Washington, DC.


                            *********

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
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Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

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