TCR_Public/150923.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 23, 2015, Vol. 19, No. 266

                            Headlines

50 CENT: Sues Former Business Associate Over TV Contract
ALLIED NEVADA: Files Projections, Analysis for Amended Plan
ALROSE ALLEGRIA: Hires Foley & Lardner as Counsel
AMERICAN AGENCIES: Gets Interim OK to Use BPPR's Cash Collateral
AMERICAN AGENCIES: Section 341 Meeting Scheduled for Oct. 19

ATLANTIC & PACIFIC: Insiders Took Home Millions Before Bankruptcy
ATLANTIC & PACIFIC: Judge Approves Sale of 95 Stores
B. GOTTARDO SITE: Receiver to Auction Off Assets; Bids Due Oct. 5
BEHAVIORAL SUPPORT: Court Approves SK Hammer as Accountant
BEHAVIORAL SUPPORT: Court Okays David Hoffman as Consultant

BERNARD L. MADOFF: Trustee Can Access Cohmad Agent's Bank Docs
BUILDING MATERIALS: Moody's Rates New $1.1BB Unsec. Notes Ba2
BUILDING MATERIALS: S&P Rates Proposed $1.1BB Unsec. Notes 'BB+'
CENTRAL PACIFIC: Fitch Affirms 'BB+' LT Issuer Default Rating
CHRYSLER LLC: JPMorgan Scoops Up Millions in Tax Refunds

COLT DEFENSE: Nears Deal to Keep Main Manufacturing Plant
CORRECTIONS CORP: Fitch Assigns 'BB+' Rating on $250MM 7-Yr. Debt
CORRECTIONS CORP: S&P Assigns 'BB+' Rating on $250MM Unsec. Notes
CPI INT'L: S&P Assigns 'CCC+' Rating on New $28MM Loan
CREEKSIDE ASSOCIATES: Plan Declared Effective Aug. 14, 2015

DALLAS PROTON: Section 341 Meeting Scheduled for Oct. 22
DELTA PETROLEUM: Former Executive Settles Fraud Suit Over Oil Deal
DUNE ENERGY: Has Go-Ahead to Wind Down Gas Drilling Business
EL PASO CHILDREN'S: Panel Hires Brinkman Portillo as Counsel
EL PASO CHILDREN'S: Panel Hires Singer & Levick as Co-counsel

EL PASO CHILDREN'S: Plan to Hand Control to UMC Absent New Partner
ENERGEN CORP: Moody's Affirms Ba1 CFR, Outlook Negative
ERG INTERMEDIATE: Files Lender-Backed Reorganization Plan
EVRAZ NORTH AMERICA: S&P Lowers CCR to 'B+', Outlook Stable
FIRST MIDWEST CAPITAL: Fitch Affirms 'B+' Preferred Stock Rating

FIRSTLIGHT HYDRO: S&P Affirms 'B' Corp. Credit Rating
FISKER AUTOMOTIVE: McDonnell's Bid to Dismiss Securities Suit OK'd
FULLBEAUTY BRANDS: Moody's Assigns B2 CFR, Outlook Stable
GARLOCK SEALING: Trying to Limit Asbestos Liability, PI Panel Says
GATOR APPLE: Case Summary & 20 Largest Unsecured Creditors

GENERAL MOTORS: New GM Still Defends v. Ignition Switch Claims
GEOFFREY EDELSTEN: Trustee Slams Dismissal of Malpractice Suit
GREATBATCH INC: Moody's Assigns B2 CFR, Outlook Stable
GREATBATCH INC: S&P Assigns 'B+' CCR & Rates $1.525BB Loan 'B+'
HARVEY GULF: Moody's Lowers CFR to B3, Outlook Negative

HAVERHILL CHEMICALS: Needs Access to Lenders' Cash Collateral
HAVERHILL CHEMICALS: To Maintain DIP Accounts with Bank of America
HAYES LEMMERZ: "Laber" Suit Remanded to State Court
HCA HOLDINGS: Moody's Raises CFR to Ba2, Outlook Stable
INVENERGY THERMAL: Moody's Hikes Rating on 7-Yr. Sec. Loan to Ba3

JOE'S JEANS: Carl Marks Was Investment Banker in Sale
LEHMAN BROTHERS: Court Grants Summary Judgment for Ernst & Young
LEHMAN BROTHERS: Unit Sues US Bank Over Terminated Swap Deal
LEHR CONSTRUCTION: Liquidating Plan Set for Oct. 14 Hearing
MARTIN MIDSTREAM: S&P Affirms 'B+' CCR, Outlook Negative

MAUDORE MINERALS: Extends CCAA Relief Until February 2016
MEGA RV CORP: Liquidating Plan Confirmed at Sept. 16 Hearing
MITEL NETWORKS: S&P Puts 'B+' CCR on CreditWatch Negative
NICHOLS CREEK: Amended Liquidating Chapter 11 Plan Withdrawn
NORTEL NETWORKS: Denial of Bid to Amend Demel Deal Affirmed

OLIN CORP: Moody's Affirms Ba1 CFR, Outlook Stable
ORBITAL ATK: Fitch Assigns 'BB+EXP/RR4' Rating on Unsecured Notes
ORBITAL ATK: Moody's Affirms Ba2 CFR, Outlook Stable
ORBITAL ATK: S&P Assigns 'BB' Rating on New $400MM Unsec. Notes
PATRIOT COAL: Barclays Wants Cash Use Terminated, Case Converted

PATRIOT COAL: Gets Court Approval of Stipulation with Lenders
PATRIOT COAL: Gets Green Light to Reject CBAs with UMWA
PATRIOT COAL: Has Green Light to Reject CBA, Modify Benefits
PATRIOT COAL: Makes Changes to Plan, Blackhawk Deal
PATRIOT COAL: Names Blackhawk Mining as Winning Bidder

PATRIOT COAL: Re-Soliciting Votes on Plan; Oct. 5 Hearing Set
PEANUT CORP: Former Exec Sentenced to Prison for Salmonella Coverup
PLASTIC2OIL INC: Letter to Stockholders From CEO
POMARE LTD: Authorized to Assign Nimitz Lease to Buyer
PROSPECT MEDICAL: S&P Affirms 'B' Corp. Credit Rating

QRX PHARMA: Chapter 15 Case Summary
QUIKSILVER INC: Mulled Selling Surfwear in Shuttered RadioShacks
QUIRKY INC: Case Summary & 30 Largest Unsecured Creditors
QUIRKY INC: Files for Chap. 11; to Sell Wink Biz to Flextronics
RECOVERY CENTERS: Third Amended Plan Confirmed

REICHHOLD HOLDINGS: Plan Filing Exclusivity Expires Nov. 27
REICHHOLD HOLDINGS: Proposes Oct. 20 Disclosure Statement Hearing
RELATIVITY MEDIA: Sale Faces New Hurdles from Elliott Affiliates
RESIDENTIAL CAPITAL: Court Disallows Emiabatas' Claims
ROTONDO WEIRICH: US Trustee Forms Three-Member Creditors' Panel

RSP PERMIAN: S&P Raises Rating on Sr. Unsecured Debt to 'B'
SALADWORKS LLC: Major Creditors Balk at Proposed Plan Releases
SILVER LINE: Voluntary Chapter 11 Case Summary
SIMMONS FOODS: S&P Affirms 'B-' CCR & Revises Outlook to Positive
SOUTH & HEADLEY: Order Denying Bid to Dismiss Ch. 11 Case Upheld

STANDARD REGISTER: Debtor Targeting November Approval of Plan
TEMPUR SEALY: Moody's Assigns B1 Rating on New Sr. Unsecured Notes
TEMPUR SEALY: S&P Assigns 'BB-' Rating on New $350MM Unsec. Notes
UNISYS CORP: Moody's Affirms B1 CFR, Outlook Negative
UNISYS CORP: S&P Lowers CCR to 'B+' & Rates $350MM Sr. Notes 'BB'

UNIVERSAL COOPERATIVES: Files Plan Supplement
US SILICA: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
VAUGHAN COMPANY: District Court Denies Lankfords' Appeal
WESTERN ENERGY: Moody's Lowers CFR to B2, Outlook Stable
WET SEAL: Liquidating Plan Goes to Oct. 30 Confirmation Hearing

XINERGY LTD: Oct. 16 Hearing to Approve Disclosure Statement
[*] Arthur Andersen to Restart from Europe in 2016
[*] Edward Fox Joins Seyfarth's Bankruptcy Practice in New York

                            *********

50 CENT: Sues Former Business Associate Over TV Contract
--------------------------------------------------------
Jonathan Randles Bankruptcy Law360 reported that rapper 50 Cent on
Sept. 22, 2015, sued a former business associate who is accused of
working as an unlicensed talent agent for the now-bankrupt
entertainer, an arrangement 50 Cent says ultimately damaged his
relationship with NBC when he backed out of a reality show he
didn't agree to participate in.

According to the Associated Press, 50 Cent says Andrew Jameson
continued to claim he represented the rapper after a consulting
agreement between the two expired.  

The lawsuit was filed against Jameson in Connecticut bankruptcy
court.


ALLIED NEVADA: Files Projections, Analysis for Amended Plan
-----------------------------------------------------------
Allied Nevada Gold Corp., et al., filed financial projections, a
liquidation analysis and a valuation analysis in connection with
their Amended Disclosure Statement for their Amended Joint Chapter
11 Plan of Reorganization.

The Debtors prepared financial projections, which reflect estimates
of the Debtors' expected results of operations and cash flows for
Nov. 1, 2015 through the duration of the life of the mine.

To demonstrate compliance with the "best interests" test, the
Debtors estimated a range of proceeds that would be generated from
a hypothetical Chapter 7 liquidation.  The liquidation analysis
assumes that the liquidation of the Debtors would commence on
Oct. 31, 2015 under the direction of a court-appointed chapter 7
trustee, with the liquidation expected to be completed in 6 months.
In a hypothetical Chapter 7 liquidation, the Debtors expect that
holders of junior DIP Facility claims of $67.3 million will have a
recovery of 27% to 100%, holder of administrative claims of $20
million will have a recovery of 0% to 100%, holders of unsecured
claims totaling $373 million to $384.7 million will have a recovery
of 0% to 1%, and there would be no proceeds available to the
Debtors' prepetition equity owners.

At the Debtors' request, Moelis & Company LLC performed a valuation
analysis of the Reorganized Debtors.  Moelis's view, as of July 31,
2015, was that the estimated going concern enterprise value of the
Reorganized Debtors, as of Oct. 31, 2015, would be in a range
between $200 million and $300 million. In Moelis's view, there
would be no material difference between Moelis's estimated going
concern enterprise value as of Oct. 31, 2015 of the Reorganized
Debtors as of July 31, 2015 and as of the assumed Effective Date,
on the assumption that the pricing and economic environment remains
stable.

              2.6% to 2.9% Recovery for Unsecureds

Under the Amended Plan, the estimated recoveries for creditors and
interest holders are:

                                      Plan          Estimated
  Class     Designation            Treatment         Recovery
  -----     -----------            ---------         --------
    1   Secured ABL Claims         Impaired            100%
    2   Secured Swap Claims        Impaired            100%
    3   Other Secured Claims       Unimpaired          100%
    4   Unsecured Claims           Impaired       2.6% to 2.9%
    5   Intercompany Claims        Unimpaired          100%
    6   Sub. Securities Claims     Impaired              0%
    7   Intercompany Interests     Unimpaired          100%
    8   Existing Equity Interests  Impaired              0%

The July 31, 2015 plan supplement provided that the estimated
recovery for unsecured creditors is 8% to 9%.  However, a revised
filing on Aug. 7 revised the estimated recovery for holders of
unsecured claims to 2.6% to 2.9%.

The filing explained that the recovery range for unsecured claims
is based on a $250 million enterprise value of the Reorganized
Debtors, the midpoint of Moelis's range of the enterprise value of
the Reorganized Debtors of $200 million to $300 million.  At a $200
million enterprise value, the estimated recovery for unsecured
claims would be 0%.  At a $300 million enterprise value, the
estimated recovery for unsecured claims would be 15.2% to 17.3%.

Copies of the Plan Supplements is available for free at:

   http://bankrupt.com/misc/Allied_N_Am_Plan_Projections.pdf
   http://bankrupt.com/misc/Allied_N_Rev_V_Analysis.pdf

                       The Chapter 11 Plan

The Plan is a plan of reorganization for each of the Debtors;
however, the Plan provides that for purposes of distributions, the
Debtors will be substantively consolidated.  The Plan provides that
a Holder of an Allowed Unsecured Claim will receive either:

   (i) its Pro Rata share of 100% of the New Common Stock, subject
       to dilution on account of: (a) the conversion of the New
       Second Lien Convertible Notes and (b) the exercise of the
       New Warrants; or

  (ii) its Pro Rata share of the Convenience Claim Distribution,
       which is equal to $2,750,000, if a Holder of an Allowed
       Unsecured Claim (1) holds a claim that is equal to or less
       than $500,000 or (2) elects to reduce its Claim to an
       amount equal to or less than $500,000.

The Confirmation Hearing will commence at 10:00 a.m. (Prevailing
Eastern Time) on Oct. 6, 2015.  Any objections to confirmation of
the Plan must be filed on or before Sept. 25.  Ballots accepting or
rejecting the Plan must be received by Sept. 28.

A copy of the modified Amended Disclosure Statement is available
for free at http://is.gd/oZJH8S

                        About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.

ANV was spun off from Vista Gold Corp. in 2006 and began operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The cases are jointly administered under
Lead Case No. 15-10503.  The cases are assigned to Judge Mary F.
Walrath.

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

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


ALROSE ALLEGRIA: Hires Foley & Lardner as Counsel
-------------------------------------------------
Alrose Allegria, LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of New York to employ Foley &
Lardner LLP as counsel, effective July 2, 2015 petition date.

The Debtor requires Foley & Lardner to:

   (a) give advice to the Debtor with respect to the Debtor's
       powers and duties as debtor in possession in the continued
       operation of the Debtor's business, including the
       negotiation and finalization of any financing agreements;

   (b) assist in identification of assets and liabilities of the
       estate;

   (c) assist the Debtor in formulating a plan of reorganization
       and to take necessary legal steps in order to confirm such
       plan, including the preparation and filing of a disclosure
       statement relating thereto;

   (d) prepare and file on behalf of the Debtor, all necessary
       applications, motions, orders, reports, adversary
       proceedings and other pleadings and documents;

   (e) appear in Court and to protect the interests of the Debtor
       before the Court;

   (f) analyze claims and competing property interests, and
       negotiate with creditors and parties-in-interest on behalf
       of the Debtor; and

   (g) perform all other legal services for the Debtor which may
       be necessary in these proceedings.

Foley & Lardner will be paid at these hourly rates:

       Barry G. Felder             $915
       Richard J. Bernard          $755
       Alissa M.Nann               $595
       Jennifer Slocum             $335
       Attorneys                   $290-$985
       Paraprofessionals           $60-$320

Foley & Lardner will also be reimbursed for reasonable
out-of-pocket expenses incurred.

The Debtor's principal, Allen Rosenberg, has paid Foley for its
prepetition services related to this matter in the amount of
$20,000 and personally has guaranteed payment of Foley's allowed
fees and disbursements. Fees and disbursements will be paid by the
Debtor or Mr.Rosenberg as allowed by the Court.

Richard J. Bernard, a partner of Foley & Lardner, 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.

Foley & Lardner can be reached at:

       Richard J. Bernard, Esq.
       FOLEY & LARDNER LLP
       90 Park Avenue
       New York, NY 10016
       Tel: (212) 682-7474
       Fax: (212) 687-2329
       E-mail: rbernard@foley.com

Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10
million to $50 million in assets and $1 million to $10 million in
debt.  Allen Rosenberg, managing member of Alrose Allegria and
president of the Alrose Group, signed the bankruptcy petition.  The
Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in
New York, as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Oct. 30, 2015.   The initial case
conference was set for Aug. 3, 2015.  

In July 2011, another unit of the Alrose Group, Alrose King David
LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 11-75361) in Brooklyn.  Alrose King David LLC was a
special entity established by the Alrose Group to own the 143-room,
beachfront hotel property called the Allegria Hotel & Spa in Long
Beach, Long Island.  Alrose King David won approval of its
reorganization plan in March 2012.


AMERICAN AGENCIES: Gets Interim OK to Use BPPR's Cash Collateral
----------------------------------------------------------------
American Agencies Co., Inc. and New Steel, Inc., sought and
obtained permission from the Bankruptcy Court on Sept. 17 to use
cash collateral, on an emergency basis without hearing, for a
period of 15 days, in accordance with a prepared budget.

The Debtors requested approval to use cash collateral, comprised of
funds received from the operation of their business, to cover
preservation and operating expenses of the business and the
expenses related to the reorganization process.  The Debtors said
that without access to cash collateral, they will be forced to
immediately terminate operations and lay off their employees.

Prior to the Petition Date, the Debtors entered into a financial
obligation with Banco Popular de Puerto Rico for a revolving loan.
As a guarantee to the fulfillment of the credit agreement, the
Debtors executed a security agreement where they pledged as
collateral to the loan their inventory and account receivables,
among other assets.  As of the Petition Date, the records of the
Debtors reflect a debt to BPPR in the amount of $2,538,940.

American Agencies has scheduled inventory and account receivables
for the total amount of $4,586,614.  New Steel has scheduled
inventory for the amount of $2,340,989.

For the next 15 days, the Debtors anticipate incurring $316,521 in
expenses while at the same time receiving at least the same amount
in new funds in incoming receipts.

Pursuant to the Order, BPPR is granted, during the interim period,
replacement liens pursuant to Section 361 of the Bankruptcy Code in
order to provide adequate protection for the use of its Cash
Collateral.  The Debtors also are authorized to make monthly
payments on the principal of the prepetition secured debt with BPPR
in the amount of $15,000 as additional adequate protection.

"Due to the downturn in the construction business that has been
affecting the local economy for the past years, the Debtors will
not be able to continue full operations and be able to comply with
their financial commitments with BPPR and other creditors.
Therefore, the Debtors had no other alternative than to file for
relief pursuant to the provisions of Chapter 11 of the Bankruptcy
Code, in order to reorganize their finances, guarantee their
current operations and the payment to creditors," Carmen D. Conde
Torres, Esq, at C. Conde & Assoc., counsel to the Debtors, said.

Any objection to the Debtors' use of Cash Collateral by a
party-in-interest will be filed no later than noon on Monday, Sept.
28, 2015.  Accordingly, if an objection is filed on or before noon
on
Sept. 28, a hearing is scheduled on this matter on Sept. 30, 2015,
at 9:00 a.m. at the U.S. Bankruptcy Court, Jose V. Toledo Federal
Building and US Courthouse, 300 Recinto Sur Street, Courtroom 1,
Second Floor, San Juan, Puerto Rico.  If no objections are timely
filed, the Court will enter the appropriate order.

A copy of the Interim Cash Collateral Order is available at:

   http://bankrupt.com/misc/13_AMERICAN_InterimOrdCollateral.pdf

                      About American Agencies

American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr. D.
P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015.  The petition was signed by Omir Mendez as president.

The Debtors sought substantive consolidation of their cases under
Lead Case 15-07088.

C. Conde & Associates represents the Debtors as counsel.  Doris
Barroso Vicens, CPA, at RSM ROC & Company, serves as the Debtors'
accountant.



AMERICAN AGENCIES: Section 341 Meeting Scheduled for Oct. 19
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of American Agencies
Co Inc. will be held on Oct. 19, 2015, at 9:00 a.m. at 341 Meeting
Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan.
A separate meeting of creditors will be held for New Steel, Inc.'s
bankruptcy case at 10:00 a.m. on the same date.

According to the docket, proofs of claim are due by Jan. 17, 2016.
For governmental units,  the bar date is March 14, 2016.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About American Agencies

American Agencies Co., Inc. and New Steel, Inc., manufacturers of
steel structures, filed Chapter 11 bankruptcy petitions (Bankr. D.
P.R. Case Nos. 15-07088 and 15-07090, respectively) on Sept. 15,
2015.  The petition was signed by Omir Mendez as president.

The Debtors sought substantive consolidation of their cases under
Lead Case 15-07088.

C. Conde & Associates has been engaged as the Debtors' counsel.
Doris Barroso Vicens, CPA, at RSM ROC & Company, serves as the
Debtors' accountant.



ATLANTIC & PACIFIC: Insiders Took Home Millions Before Bankruptcy
-----------------------------------------------------------------
ABI.org reported that Great Atlantic & Pacific Tea Co., commonly
known as A&P, paid out $9.4 million in bonuses and other extra
payments to insiders in the 12 months before its July bankruptcy.

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven creditors to serve
On the official committee of unsecured creditors.

Elise S. Frejka was appointed as consumer privacy ombudsman.


ATLANTIC & PACIFIC: Judge Approves Sale of 95 Stores
----------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that U.S. Bankruptcy Judge Robert Drain in White Plains,
New York, approved the sales of 95 Great Atlantic & Pacific Tea
Co.'s stores as auctions for the rest of its supermarkets loom.

According to the report, Judge Drain called the sales, to rivals
Albertsons Cos. and Stop & Shop Supermarket Co., "in the best
interest of the debtors."  The stores sold for a total of about
$369 million, a company lawyer said on Sept. 21, the report
related.

                      About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
3 upermarkets, beer, wine, and liquor stores, combination food
and drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark,
Food Basics, The Food Emporium, Best Cellars, and A&P Liquors.  

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

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

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

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

The Official Committee of Unsecured Creditors tapped Pachulski
Stang Ziehl & Jones LLP as counsel.

Elise S. Frejka was appointed as consumer privacy ombudsman.

The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
Oct. 15, 2015.

                        *     *     *

The Debtors are seeking to sell or assign substantially all of
their stores, leases, and related assets, including stores
operating under the following banners: A&P, Waldbaum’s,
SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars,
and A&P Liquors.  Three parties (the “Bidders”) have already
submitted bids for a total of 118 Stores, as set forth in certain
asset purchase agreements.



B. GOTTARDO SITE: Receiver to Auction Off Assets; Bids Due Oct. 5
-----------------------------------------------------------------
BDO Canada Limited as court-appointed receiver of B. Gottardo Site
Servicing Limited and B. Gottardo Construction Ltd., is inviting
offers for the purchase of the assets of Gottardo.

Parties interested may contact BDO to receive information with
respect to this sale process.  The highest offer may not
necessarily be accepted and BDO may terminate the sale process at
any time.  All offers must be received no later than 5:00 p.m. EST
on Oct. 5, 2015.

The firm can be reached at:

   BDO Canada Limited
   123 Front Street West, Suite 1100
   Toronto, ON M5J 2M2
   Attention: Joshua Jackson, CPA, CA
   Tel: (416) 865-0210
   Fax: (416) 865-0904

Based in Woodbridge, Ontario, Gottardo engages in infrastructure
projects and servicing for residential developers.


BEHAVIORAL SUPPORT: Court Approves SK Hammer as Accountant
----------------------------------------------------------
Behavioral Support Services, Inc. sought and obtained permission
from the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for
the Middle District of Florida to employ Samuel Hammer, CPA, CGMA
and S.K. Hammer and Associates P.A. as accountant, nunc pro tunc to
the June 2, 2015 petition date.

The Debtor requires S.K. Hammer to:

   (a) prepare and file informational tax returns on behalf of the

       Debtor for all years since 20102;

   (b) investigate the accuracy of revenues recorded for all years

       since 2010;

   (c) investigate and attempt to quantify the balances and
       collectability for the Debtor's accounts receivable;

   (d) analyze the Debtor's disbursements/distributions to or on
       account of the Debtor's shareholders;

   (e) investigate and attempt to quantify any unfunded
       liabilities and contingent obligations of the Debtor; and

   (d) assist the Debtor in preparing its Monthly Operating
       Reports.

S.K. Hammer will be paid at these hourly rates:

       Samuel Hammer, Managing Officer    $300
       Diana Sabacinski, Director         $175
       Tori King, Manager                 $150
       Greg Burro, Staff Accountant       $110
       Rosa Lopez, Staff Accountant       $85

S.K. Hammer will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Samuel Hammer, managing officer of S.K. Hammer, 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.

S.K. Hammer can be reached at:

       Samuel Hammer
       S.K. HAMMER & ASSOCIATES, PA
       8551 W Sunrise Blvd., Suite #200
       Plantation, FL 33322
       Tel: (954) 370-6100

               About Behavioral Support Services

Altamonte Springs, Florida-based Behavioral Support Services, Inc.,
is an operator of an out-patient mental health care facility.

The Company sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
15-bk-04855) on June 2, 2015.  The Debtor disclosed $13,969,705 in
assets and $989,929 in liabilities as of the Chapter 11 filing.
The Debtor tapped Elizabeth A. Green, Esq., at Baker &
Hostetler LLP, as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 30, 2015.


BEHAVIORAL SUPPORT: Court Okays David Hoffman as Consultant
-----------------------------------------------------------
Behavioral Support Services, Inc. sought and obtained permission
from the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for
the Middle District of Florida to employ David R. Hoffman and David
Hoffman & Associates, P.C. ("DHA"), as regulatory compliance
consultant, nunc pro tunc to the June 2, 2015 petition date.

The Debtor requires DHA to:

   (a) visit Debtor's office to evaluate adequacy of care delivery

       and compliance systems including quality assurance data and

       policies and procedures;

   (b) evaluate Debtor's internal quality control systems,
       including, but not limited to:

       - whether the systems in place to promote quality of care
         and to respond to quality of care issues are operating in

         a timely and effective manner;

       - whether the communication system is effective, allowing
         for accurate information, decisions, and results of
         decisions to be transmitted to the proper individuals in
         a timely fashion; and

       - whether training programs are effective, thorough,
         and competency-based.

   (c) provide recommendations regarding implementation of
       remedies and process improvement resulting from the
       discussions, interviews, and document review;

   (d) assist in the development and implementation of Corrective
       Action Plans to remedy any observed deficiencies in the
       area of regulatory compliance;

   (e) create written reports on findings and recommendations for
       improvement, including areas for enhanced education and
       training; and

   (f) provide education and training to Debtor's employees and
       providers of patient care.

DHA will be paid at these hourly rates:

       David Hoffman              $365
       Clinical Consultant        $165

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

Prior to the petition date, DHA received a retainer from the Debtor
in the amount of $5,000. On the petition date, the Debtor did not
owe DHA any money and therefore DHA was not a creditor to the
Debtor on the petition date.

David Hoffman, president of DHA, 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.

DHA can be reached at:

       David Hoffman
       DAVID HOFFMAN & ASSOCIATES, P.C.
       1515 Market Street, Suite 1200
       Philadelphia, PA 19102
       Tel: (215) 854-6357
       Fax: (215) 564-4582

               About Behavioral Support Services

Altamonte Springs, Florida-based Behavioral Support Services, Inc.,
is an operator of an out-patient mental health care facility. The
Company sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
15-bk-04855) on June 2, 2015.  The Debtor disclosed $13,969,705 in
assets and $989,929 in liabilities as of the Chapter 11 filing.

The Debtor tapped Elizabeth A. Green, Esq., at Baker &
Hostetler LLP, as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Sept. 30, 2015.


BERNARD L. MADOFF: Trustee Can Access Cohmad Agent's Bank Docs
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a New York
bankruptcy judge granted Madoff brokerage trustee Irving H.
Picard's request to access bank records of a former Cohmad
Securities Corp. agent involved in a $245 million clawback suit
accusing Cohmad of steering clients and money to Madoff's firm.

U.S. Bankruptcy Judge Stuart Bernstein ordered Cohmad agent
Jonathan Greenberg to turn over bank transfers he received from
Cohmad or any transfers he received directly from Bernard L. Madoff
Investment Securities LLC.

                    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.


BUILDING MATERIALS: Moody's Rates New $1.1BB Unsec. Notes Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Building
Materials Corporation of America's ("BMCA") proposed $1.1 billion
senior unsecured notes due 2025.  The proceeds of the proposed
notes will be used to redeem the company's existing 6.75% $1.010
bil. senior unsecured notes due 2021, at which time the rating for
this debt will be withdrawn.  Remaining proceeds and some cash on
hand will be used for tender/make whole premium, accrued interest,
and related fees and expenses.  Moody's expects the proposed notes
to have similar terms and conditions as the company's existing Ba2
rated $1.1 billion senior unsecured notes due 2024 and rank pari
passu to each other in a recovery scenario.

However, each are effectively subordinated to BMCA's asset-based
revolving credit facility and capital leases.  The two unsecured
notes are the preponderance of debt in the company's capital
structure, resulting in the same ratings as the Corporate Family
Rating.  BMCA's Ba2 Corporate Family Rating and its Ba2-PD
Probability of Default Rating are not impacted by the proposed
transaction.  The rating outlook is stable.  Moody's views
anticipated lower pricing and maturity date extension for the notes
as a credit positive.  Cash interest savings could be upwards of
$10 million per year.  However, BMCA will not begin to reap the
benefits from these lower interest payments for another nine years
or late-2024, since it needs to pay for the tender/make whole
premium, accrued interest, and related expenses.  Future cash
interest payments will total about $120 million per year. Moody's
anticipates no material improvement in pro forma interest coverage
or debt leverage characteristics, which includes the earnings from
the acquisition of Quest Construction Products ("QCP"), completed
in August, 2015.

These ratings are affected by this action:

  Senior unsecured notes maturing 2025, assigned Ba2 (LGD4)

RATINGS RATIONALE

The Ba2 Corporate Family Rating incorporates BMCA's solid operating
margins and very good liquidity profile.  Operating leverage should
translate into better operating margins as volumes increase through
the balance of the year, and 2015 EBITA margins should remain very
robust relative to its rated peers.  Resulting interest coverage
(measured as EBITA-to-interest expense) will remain above 3.0x (all
ratios incorporate Moody's standard adjustments).  BMCA is
benefiting from the currently low interest rate environment for its
debt.

The company's liquidity profile is another strength and is
characterized by a robust amount of cash on hand, and its ability
to generate free cash flow throughout the year.  At 2Q15, the
company has approximately $450 million of cash on hand after giving
effect to the acquisition of QCP.  However, risks to the company's
liquidity profile remain.  BMCA may use its cash on hand for
acquisitions, and could pursue larger and more expensive targets
than QCP.  Also, Moody's believes that ownership will continue to
monetize its investment in BMCA.  The refinancing of both the Notes
due 2021 and the company's revolving credit facility will allow
high levels of dividends, but subject to certain conditions that
have yet to be finalized.  Each event -- cash for acquisitions or
large dividends -- could stress the company's cash position.

BMCA's debt leverage credit metric is getting better.  The
company's adjusted debt-to-EBITDA is 4.2x at 2Q15, but should be
slightly below 4.0x by FYE15 due to higher levels of earnings.
Moody's adds about $135 million of additional debt for pension
liabilities and operating lease adjustments, resulting in total
adjusted pro forma balance sheet debt of approximately
$2.4 billion.  However, the company has a debt structure that does
not lend itself to delever easily by paying down debt, since
Moody's believes the company would not want to pay the premium.
Hence, the company needs to continue to grow its revenues and
resulting earnings.

Building Materials Corporation of America ("BMCA"), headquartered
in Parsippany, NJ, operates under the trade name GAF and is a
national manufacturer and marketer of a broad line of roofing
products and accessories for the residential and commercial roofing
markets.  The company also manufactures specialty building products
and accessories for the professional and do-it-yourself remodeling
and residential construction industries.  Trusts for the benefit of
the heirs of Ronnie F. Heyman are the beneficial owners of BMCA.
Revenues on annualized basis approximate
$2.4 billion.

The principal methodology used in this rating was Global
Manufacturing Companies published in July 2014.



BUILDING MATERIALS: S&P Rates Proposed $1.1BB Unsec. Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating (the same as the corporate credit rating) to Parsippany,
N.J.-based Building Materials Corp. of America's (BMCA) proposed
$1.1 billion senior unsecured notes due 2025 based on preliminary
terms and conditions on Sept. 15, 2015.  S&P also assigned a '3'
recovery rating to these notes, indicating that investors can
expect meaningful (50% to 70%) recovery in the event of a default.
S&P's recovery expectations are in the higher end of the range.

BMCA intends to use the net proceeds from the offering to fund its
concurrent tender offer for all of the 6.75% senior notes due 2021
and to redeem all of those notes that remain outstanding after the
expiration of the tender offer, if any.

Although S&P would expect reduced interest costs, it do not expect
any impact on the 'BB+' corporate credit rating or any material
impact on the company's credit measures, "significant" financial
risk profile, or "strong" liquidity.

The 'BB+' corporate credit rating reflects S&P's assessment of
BMCA's "satisfactory" business risk profile, which incorporates the
company's long-term customer relationships, its position as one of
the largest North American producers of roofing shingles, its
nationwide footprint, and the relatively stable level of demand for
roof replacement and repair (given the less-discretionary nature of
these end markets).  The satisfactory business risk profile also
reflects BMCA's history of consistent profitability and its
low-cost manufacturing operations.

S&P's rating on BMCA also incorporates S&P's assessment of the
company's financial risk as "significant," given the company's
private ownership, the absence of independent board governance, and
the firm's indeterminate long-term financial policies.

RATINGS LIST

Building Materials Corp. Of America
Corporate credit rating                     BB+/Stable/--


New Ratings
Building Materials Corp. Of America
$1.1 bil sr unsecd notes due 2025           BB+
  Recovery rating                            3H



CENTRAL PACIFIC: Fitch Affirms 'BB+' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings affirmed Central Pacific Financial Corp's (CPF)
long-term Issuer Default Rating (LT IDR) and Viability Rating (VR)
at 'BB+/bb+' following the review of its Community Bank Peer Group.
The company's short-term IDR was affirmed at 'B'. The Rating
Outlook was revised to Positive.

KEY RATING DRIVERS

IDRS and VR

The affirmation reflects Fitch's view that CPF's performance has
been steady and in-line with Fitch's expectations. The Positive
Outlook reflects Fitch's expectation that the newly appointed
executive management team will continue to execute on its
strategies to improve CPF's financial condition over the rating
time horizon. Fitch expects earnings to marginally improve along
with asset quality while the bank maintains a solid risk appetite
and a risk management framework in line with higher rated peers.
CPF's ratings remain relatively low as compared to its peer group
and Fitch's rated universe. However, the agency believes that CPF
has rating upside over time as reflected in the revision to a
Positive Outlook.

Fitch views CPF's weak core earnings performance and its relatively
high level of nonperforming assets (NPAs) as key rating constraints
in the near term. However, asset quality has improved since Fitch's
last rating action and is expected to remain on a positive
trajectory going forward while the company maintains reasonable
capital levels.

Fitch calculates CPF's nonperforming assets (NPAs) at 1.7% at
second quarter 2015 (2Q15), an improvement of over 90bps
year-over-year but still above those levels of higher-rated banks.
Over the same time period, the dollar volume of NPAs has been
reduced by 30% as management has remained successful in working out
problem loans. Fitch notes that the reduction in NPAs has not come
at the cost of significantly higher credit costs, as is evidenced
by average net charge-offs (NCOs) of just 3bps over the last five
quarters.

Fitch notes that over one-third of CPF's remaining NPAs are
accruing troubled debt restructurings (TDRs), of which the vast
majority are residential real estate-related. While
residential-related TDRs have produced higher than average losses
at mainland banks, Fitch expects CPF's to result in fairly nominal
losses. Fitch expects relatively low redefault rates due to strong
housing prices and economic trends in Hawaii where the vast
majority of them are located. Fitch's expectation that these
accruing TDRs will continue to perform well and that general asset
quality will continue over the rating time horizon both support the
rating affirmation and Outlook revision.

CPF continues to benefit from reserve releases. In 17 of the last
18 quarters (since the end of 2010), management has taken negative
provisions augmenting earnings performance. Over the last five
quarters, reserve releases have accounted for 17% of pre-tax income
on average and have resulted in ROA in-line with higher rated
peers.

However, Fitch expects CPF's core earnings, as measured by
pre-provision net revenue, to remain below industry and peer
averages as well as those long-term historical returns of
investment grade banks over the next four to six quarters. Fitch
views this relatively lower level of core earnings as a constraint
on CPF's current ratings.

Also reflected in the Outlook revision is Fitch's view that CPF's
risk management practices are in-line with higher rated peers but
need continued seasoning before upward rating movement is
warranted. Fitch recognizes the level of investment in risk
management systems the company has made over recent years as it has
been rehabilitated. These systems are an integral part of
management's ability to execute on its strategic plan of reducing
problem assets, managing capital, maintaining CPF's franchise, and
underwriting new loans as the company ,seeks to grow its loan
portfolio after a long period of shrinking it.

In fact, CPF's loan growth has outstripped many banks' in Fitch's
rated universe as management has sought to optimize the company's
balance sheet. Fitch views the level of growth somewhat cautiously
given the very competitive environments banks are currently
operating in. Still, Fitch recognizes that growth has primarily
been derived from loan originations within CPF's operating
footprint, while being opportunistic with loan purchases and
participations from mainland banks. Fitch's expectation that growth
will level off at the mid-single-digits and continue to primarily
be derived from on-island opportunities is reflected in the Outlook
revision.

While steadily improving asset quality should aid in this, along
with continued realized efficiencies, Fitch also expects CPF to be
able to take advantage of a rising rate environment relatively more
than some higher rated peers given its unique operating market.
During the last rate tightening period between 2004 and 2007, CPF,
along with other Hawaii-based banks, was able to substantially lag
deposit pricing compared to mainland banks. While the ultimate
behavior of depositors is not expected to directly mirror past
tightening cycles, Fitch expects CPF's depositor base to behave
very similarly given the rational competition in Hawaii and the
lack of banking alternatives.

SUPPORT RATING AND SUPPORT RATING FLOOR

CPF has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, CPF is not systemically important and therefore,
the probability of support is unlikely. The IDRs and VRs do not
incorporate any support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

CPF's trust preferred stock rating at 'BB-' is two notches below
CPF's Viability Rating (VR) of 'BB+ in accordance with Fitch's
assessment of the instruments' non-performance and loss severity
risk profiles.

HOLDING COMPANY

CPF's IDR and VR are equalized with its operating company - Central
Pacific Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.

LONG- AND SHORT-TERM DEPOSIT RATINGS

Fitch has upgraded Central Pacific Bank's short-term deposit IDR
from 'B' to 'F3'. CPF's uninsured deposit ratings at the subsidiary
banks are rated one notch higher than the company's IDR and senior
unsecured debt because U.S. uninsured deposits benefit from
depositor preference. U.S. depositor preference gives deposit
liabilities superior recovery prospects in the event of default.

RATING SENSITIVITIES

IDRS, VR

Fitch believes there is upside to CPF's current ratings as
reflected by the Positive Outlook. As noted above, Fitch expects
the newly appointed executive management team to execute on its
strategies to improve CPF's financial condition over the rating
time horizon such that financial results fall in line with higher
rated peers. To the extent that Fitch observes strategic
initiatives gaining traction, demonstrated by better efficiency,
improved revenue diversity, steady, organic loan growth, and
improved core earnings performance, Fitch would likely take
positive rating action.

While Fitch views more upside to CPF's rating than downside over
the rating time horizon, the Rating Outlook could be revised to
Stable or even Negative should management seek to bring the bank's
mainland credit exposure back to the levels leading up to the
financial crisis. Furthermore, more aggressive capital management
practices that lead to capital falling materially below current
levels could result in an revision Outlook as well.

SUPPORT RATING AND SUPPORT RATING FLOOR

CPF's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption as to capacity to procure extraordinary support
in case of need.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Hybrid capital issued by CPF and its subsidiaries are all notched
down from the VRs of CPF in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles, which vary considerably. Their ratings are
primarily sensitive to any change in the VRs of CPF.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The ratings of long- and short-term deposits issued by CPF and its
subsidiaries are primarily sensitive to any change in the company's
IDR. This means that should a Long-term IDR be downgraded, deposit
ratings could be similarly affected.

HOLDING COMPANY

If CPF became undercapitalized or increased double leverage
significantly there is the potential that Fitch could notch the
holding company IDR and VR down from the ratings of the operating
companies.

Fitch has affirmed the following ratings:

Central Pacific Financial Corp.
-- Long-Term IDR at BB+'; Outlook Positive;
-- Viability Rating at 'bb+';
-- Short-Term IDR at 'B'
-- Support at '5';
-- Support Rating at 'NF'.

Central Pacific Bank

-- Long-Term IDR at 'BB+'; Outlook Positive;
-- Viability Rating at 'bb+';
-- Short-Term IDR at 'B'
-- Long-Term Deposits at 'BBB-';
-- Support at '5';
-- Support Rating at 'NF'.

CPB Capital Trust I, II & IV
CPB Statutory Trust III & V
-- Trust preferred securities at 'BB-'.

Fitch has upgraded the following rating:

Central Pacific Bank
-- Short-Term Deposits to 'F3' from 'B';



CHRYSLER LLC: JPMorgan Scoops Up Millions in Tax Refunds
--------------------------------------------------------
Matt Sharp at Bankruptcy Law360 reported that JPMorgan Chase Bank
NA has scored the bulk of more than $24 million in 2009 federal and
state tax refunds from old Chrysler's liquidation trust, inking a
settlement with the U.S. Department of Treasury and Export
Development Canada, according to an order issued on Sept. 22,
2015.

U.S. Bankruptcy Judge Stuart M. Bernstein signed off on an order
that sees first-lien agent JPMorgan scoop up 67 percent of the
refunds while DIP lenders the Treasury Department and Export
Development Canada take 33 percent.

            About Old Carco LLC (f/k/a Chrysler LLC)

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.

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).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of
the Bankruptcy Code that would effect an alliance between Chrysler
and Italian automobile manufacturer Fiat.  As part of that deal,
Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.  The U.S. and Canadian governments provided Chrysler with
$4.5
billion to finance its bankruptcy case.  Those loans are to be
repaid with the proceeds of the bankruptcy estate's liquidation.
Old Carco's Second Amendment Joint Plan of Liquidation was
confirmed by the Bankruptcy Court on April 23, 2010.


COLT DEFENSE: Nears Deal to Keep Main Manufacturing Plant
---------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that attorneys for Colt
Defense LLC said on Sept. 21, 2015, in Delaware bankruptcy court
the gunsmith is near an agreement to remain in its main
manufacturing plant, a development that would address creditors'
concerns that uncertainty over the facility could hurt the
company's price in a sale.

The announcement came as Colt's official committee of unsecured
creditors was set to argue it should be allowed to pursue
allegations of a conflict of interest against landlord NPA Hartford
LLC and its affiliate Sciens Capital Management LLC.

                        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.


CORRECTIONS CORP: Fitch Assigns 'BB+' Rating on $250MM 7-Yr. Debt
-----------------------------------------------------------------
Fitch Ratings assigns a rating of 'BB+/RR4' to Corrections
Corporation of America's (NYSE: CXW) proposed senior unsecured
seven-year debt issuance of $250 million. The transaction is
leverage neutral as proceeds from the bond issuance will be used to
pay down the company's revolving credit facility. A full list of
Fitch's current ratings for CXW follows at the end of this
release.

KEY RATING DRIVERS

The rating reflects the company's strong credit metrics and
liquidity offset by declining occupancy rates and contract losses
and limited contingent liquidity from the company's portfolio of
properties.

STRONG FINANCIAL METRICS

CXW's leverage is relatively low for traditional U.S. equity REITs
but in-line with broader corporates at the same rating level.
Leverage (as measured by net debt-to-recurring operating EBITDA)
was 2.9x for the trailing 12 months (TTM) ended June 30, 2015,
versus 2.9x and 3.0x for full years 2014 and 2013, respectively.
The company targets leverage of 3.0x with a maximum level of 4.0x.
Fitch projects that leverage will remain in the 3.0x range over the
next few years as the company generates cash flows from newly
signed contracts and in-process developments, offset by future
development spending.

CXW also has a high fixed-charge coverage ratio (recurring
operating EBITDA less recurring maintenance capital expenditures
divided by cash interest incurred). Coverage, pro forma for the
expected bond issuance, was 6.9x for the TTM ended June 30, 2015
versus 8.3x and 7.2x in full years 2014 and 2013, respectively.
This metric is also relatively strong within U.S. equity REITs but
in-line with broader corporates at the same rating level. Fitch
expects coverage to remain in the low- to mid-7.0x range.

FALLING OCCUPANCIES

Average compensated occupancy was 84.9% for the quarter ended June
30, 2015, level with the same period the year prior but down from a
high of 99% for the quarter ended June 30, 2007. Total occupancy
excluding idled facilities was 92.3% as of June 30, 2015, down from
92.8% as of Dec. 31, 2014 and down further from 95% as of Dec. 31,
2013, indicative of asset utilization weakness.

While CXW desires a certain level of vacancy in order to meet
demand, occupancy has fallen steadily over the past six years. This
trend has been driven by the company increasing its total design
capacity for available beds to 83,500 from 73,000 over the same
time period coupled with contract losses which have resulted in
idled facilities and over 6,000 beds of unused capacity. Despite
falling occupancies, the company's revenue per compensated man-day
continues to grow steadily at the same time it is maintaining or
slightly increasing its operating margins, as the company incurs
minimal costs on idled facilities.

SOLID COMPETITIVE POSITION

The long-term credit characteristics of the private correctional
facilities industry are generally attractive, although there are
potential headwinds. Public prisons are generally overcrowded and
the supply of new prisons has been modest over the past five years.
The private sector accounts for approximately 10% of the U.S.
prison market and CXW is the market leader with 40% market share of
all private prison beds. CXW's largest competitor, The GEO Group
(GEO), controls approximately 34% of private prison beds, but
relatively high barriers of entry exist for other potential
competitors. Despite slight declines in prison populations since
2009, the U.S. private correctional facilities should continue to
exhibit modest growth in the long run.

RELATIVELY STABLE CONTRACTUAL INCOME

CXW enters into contracts with federal agencies as well as state
and local governments. A portion of these customers typically
guarantee contracts either at a per-inmate-per-day (per diem) rate
or utilize a 'take or pay' arrangement which guarantees minimum
occupancy levels. Contracts with these government authorities are
generally for three to five years with multiple renewal terms, but
can be terminated at any time without cause. Terms are typically
exposed to legislative bi-annual or annual appropriation of funds
process. Since contracts are subject to appropriation of funds,
strained budget situations at federal, state, and local levels
could pressure negotiated rates.

The company received multiple requests for assistance with
contracts from its government customers throughout the financial
downturn. CXW was able to adjust cost and/or service items in
contracts to compensate for reduced revenue levels such that the
contracted profit and margins did not deteriorate. As a result, the
company had strong relative financial performance through the
recent recession. Despite several contract losses in recent years,
the historical renewal rate at owned and managed facilities is
approximately 93%.

LIMITED REAL ESTATE VALUE

CXW's real estate holdings provide only modest credit support.
There are limited to no alternative uses of prisons and the
properties are often in rural areas. The company has never obtained
a mortgage on any of its owned properties, exhibiting limited
contingent liquidity. However, the facilities do provide essential
governmental services, so there is inherent value in the
properties. Additionally, prisons have a long depreciable life of
50 years with a practical useful life of approximately 75 years.
CXW has a young owned portfolio with a median age of approximately
19 years.

LIMITED SECURED DEBT MARKET

Due to the uncertain real estate value, the secured debt market for
prisons remains undeveloped and is unlikely to become as deep as
that for other commercial real estate asset classes, weakening the
contingent liquidity provided by CXW's entirely unencumbered asset
pool. Fitch would view increased interest for prison collateral
from institutional secured lenders throughout business cycles as a
positive credit characteristic. Despite limited secured debt
access, Fitch expects that the company will retain strong access to
capital through the bank, bond and equity markets to fund its
business and address debt maturities.

CONCENTRATED BUT CREDITWORTHY CUSTOMER BASE

CXW's customer base is highly creditworthy, but slightly
concentrated as evidenced by the top 10 tenants accounting for 86%
of first-half 2015 (1H15) revenues. Three of the company's top
tenants are large federal correctional and detention authorities,
which collectively made up 50% of revenues for the six months ended
June 30, 2015. The U.S. Immigration and Customs Enforcement
accounted for 22% of revenue, the U.S. Marshals accounted for 16%
of revenue, and the Bureau of Prisons accounted for 12% of revenue.
California, Georgia and Tennessee are the three largest state
customers and together accounted for 24% of 1H15 revenues. The risk
of revenue loss from the California corrections realignment program
has been partially mitigated by recent actions from the state
including a new lease at the 2,560-bed California City Correctional
Center, although California remains a focal point given it was 13%
of company revenues in 1H15 and the recent decline in California
out-of-state inmate population.

CONSERVATIVE FINANCIAL POLICIES

Management has stated a leverage target of between 3.0x and 4.0x.
CXW maintains strong financial flexibility as it generates
annualized AFFO before dividends of approximately $310 million.
Approximately 75%-80% of AFFO has been used to support the dividend
while the remaining 20%-25% will support prison construction, debt
reduction or other corporate activities. The company's return on
investment (ROI) hurdle rate is 13%-15% cash-on-cash, pre-tax
EBITDA returns to all capital investments.

ADEQUATE LIQUIDITY COVERAGE

CXW's liquidity coverage, excluding the secured revolver, is 1.6x
for the period July 1, 2015 to Dec. 31, 2016. Sources of liquidity
include unrestricted cash and projected retained cash flows from
operating activities after dividends. Uses of liquidity include
development and other capital expenditures. Liquidity coverage is
3.7x pro forma for the bond offering when including the secured
revolver as a liquidity source.

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

The RR of '1' for CXW's secured credit facility supports a rating
of 'BBB-', one notch above the IDR, and reflects outstanding
recovery prospects. The secured credit facility is effectively
senior to the unsecured bonds. CXW's accounts receivable are
pledged as collateral. Accounts receivable were $230 million as of
June 30, 2015. Equity in the company's domestic operating
subsidiaries and 65% of international subsidiaries are also pledged
as collateral. The long-term fixed assets are not pledged. As of
June 30, 2015, leverage through the secured credit facility was
approximately 1.3x based on the drawn amount, and 2.1x assuming the
facility was fully drawn.

KEY ASSUMPTIONS

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

-- Lower revenue growth (1% - 1.5%) at the property level in 2015

    and 2016 due to the effects of lost contracts in 2014;
-- Development expenditures of $184 million through 2016
    consisting of various contractual obligations, such as
    Trousdale and Otay Mesa, in addition to the obligations
    related to the South Texas Family Residential Center;
-- Recurring capital expenditures of $81 million through 2016,
    consistent with prior periods;
-- Ramp-up of South Texas Family Residential Center managed
    revenue in 2015 to 65% of occupancy and 100% by 2016;
-- Modest net operating income (NOI) from Trousdale and Otay Mesa

    facilities in 2015, as development is completed.

RATING SENSITIVITIES

Considerations for an investment-grade IDR include:

-- Increased privatization of the correctional facilities
    industry;
-- An acceleration of market share gains and/or contract wins;
-- Adherence to more conservative financial policies (2.0x
    leverage target; 4.0x minimum fixed charge coverage);
-- Increased mortgage lending activity in the private prisons
    sector.

Considerations for downward pressure on the IDR/Outlook include:

-- Fitch's projection of leverage sustaining above 3.5x coupled
    with continued fundamental business headwinds. Should
    operating fundamentals improve, indicating current operating
    weakness is more cyclical than secular in nature, leverage
    sustaining above 4.0x would be considered for downward
    pressure on the IDR or Outlook;
-- Increased pressure on per diem rates from customers;
-- Decreasing market share or profitable contract losses;
-- Material political decisions negatively affecting the long-
    term dynamics of the private correctional facilities industry.

FULL LIST OF CURRENT RATINGS

Fitch currently rates CXW as follows:

-- IDR 'BB+';
-- $900 million secured revolving credit facility 'BBB-'/'RR1';
-- Senior unsecured notes 'BB+'/'RR4'.




CORRECTIONS CORP: S&P Assigns 'BB+' Rating on $250MM Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' and 'BB+'
issue-level ratings to Nashville-based Correction Corp. of
America's (CCA's) five-year $100 million senior secured term loan A
and seven-year $250 million senior unsecured notes, respectively.
The '1' recovery rating on the proposed term loan indicates S&P's
expectation that lenders could expect very high (90% to 100%)
recovery in the event of a payment default.  The '3' recovery
rating on the proposed notes indicates S&P's expectation that
noteholders could expect meaningful (50% to 70%, at the high end of
the range) recovery in the event of a payment default.  S&P expects
the company to use the proceeds from the term loan and notes to pay
down borrowings under its revolving credit facility.

All of S&P's existing ratings on CCA, including S&P's 'BB+'
corporate credit rating, remain unchanged.  S&P's rating outlook is
stable.  Pro forma for the debt issuance, S&P expects the company
will have approximately $1.3 billion in debt outstanding.

"Our ratings on CCA reflect its position as the largest private
prison operator in the U.S.  We believe this position is solidified
by high barriers to entry in the private correctional industry,
given its highly regulated nature and the substantial capital
spending requirements to build and maintain prisons.  The ratings
are constrained by the company's narrow focus in an industry that
is undergoing structural changes given the slowly declining prison
population, ongoing government budget deficits, and a potential
shift in public policy that could reduce the number of people
imprisoned in the U.S.  The company also has significant customer
concentration.  Despite these risks, we believe CCA will continue
to generate good cash flow given its long-term contracts and
historically strong retention rates.  We forecast leverage and
funds from operations to debt in the low-3x area and high-20% area,
respectively, through 2015," S&P said.

RATINGS LIST

Corrections Corp. of America
Corporate credit rating             BB+/Stable/--

New Rating
Corrections Corp. of America
Senior secured
  $100 mil. term loan                BBB
    Recovery rating                  1

Senior unsecured
  $250 mil. notes                    BB+
    Recovery rating                  3H



CPI INT'L: S&P Assigns 'CCC+' Rating on New $28MM Loan
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to CPI International Inc.'s new $28
million second-lien term loan due November 2017.  The '6' recovery
rating indicates S&P's expectation of negligible recovery (0%-10%)
in a default scenario.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's existing $340 million first-lien credit facility (which
includes a $310 million term loan and a $30 million revolver).
S&P's '3' recovery rating on the facility is unchanged, indicating
S&P's expectation for meaningful (50%-70%; upper half of the range)
recovery.  S&P also affirmed its 'CCC+' issue-level rating on the
company's existing $215 million unsecured notes due 2018. S&P's '6'
recovery rating on the notes is unchanged, indicating its
expectation of negligible recovery (0%-10%) in a default scenario.

CPI International Inc. used the new $28 million term loan, along
with cash on hand, to fund its $50 million acquisition of ASC
Signal Corp.  S&P's 'B' corporate credit rating and negative
outlook on CPI remain unchanged because the transaction does not
significantly alter the company's credit metrics; the company's pro
forma debt-to-EBITDA metric improved slightly to 6.6x from 7.0x for
the last 12 months ended July 3, 2015 (after considering a full
year's worth of earnings from ASC).

S&P's ratings on CPI reflect the company's high debt levels, which
stem from the aggressive financial policies of its private-equity
sponsor Veritas Capital, its small scale, and its narrow scope of
operations.  S&P also considers the company's dominant niche market
positions, good end-market diversity, positive cash generation, and
"adequate" liquidity.

RECOVERY ANALYSIS

Key analytical factors:

   -- S&P's simulated default scenario contemplates a hypothetical

      default in 2018 caused by reduced U.S. and international
      defense demand, hospital funding pressures, and lower
      margins.  These factors would ultimately leave CPI unable to

      meet its fixed charges, which include interest expense,
      maintenance capital spending, and required debt
      amortization.

   -- S&P believes that, if CPI defaults, its business model would

      remain viable because of its technological capabilities and
      many sole-source military contracts.  As a result,
      debtholders would achieve the greatest recovery value
      through a reorganization rather than through liquidation.  
      As such, S&P valued the company on a going-concern basis
      using a 5.0x multiple of its projected emergence EBITDA of
      $50 million, assuming the company would be able to
      restructure and reduce certain costs in bankruptcy.

   -- S&P's other assumptions include LIBOR rising to 250 basis
      points (bps) at the time of default and a 100 bp increase in

      the margin on the revolver.  S&P also assumes that the
      revolver is 85% drawn at the time of default, less current
      letters of credit outstanding, which S&P expects would
      remain undrawn.

Simulated default and valuation assumptions

   -- Simulated year of default: 2018
   -- EBITDA at emergence: $50 million
   -- EBITDA multiple: 5x

Simplified waterfall

   -- Net enterprise value (after admin. costs): $238 million
   -- Valuation split (obligors/nonobligors): 75%/25%
   -- Value available to first-lien debt
      (collateral/noncollateral): $217 million/$6 million
   -- Secured first-lien debt claims: $327 million
      -- Recovery expectations: 50%-70% (upper half of the range)
   -- Value available to second-lien debt
      (collateral/noncollateral): $0/$2 million
   -- Secured second-lien debt claims: $29 million
      -- Recovery expectations: 0%-10%
   -- Total value available to unsecured claims: $21 million
   -- Senior unsecured debt claims: $224 million
   -- Other pari passu unsecured claims: $141 million
      -- Recovery expectations: 0%-10%

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.

RATINGS LIST

CPI International Inc.
Corporate Credit Rating                     B/Negative/--

Ratings Assigned

CPI International Inc.
$28 Mil. 2nd-Lien Term Loan Due 2017        CCC+
  Recovery Rating                            6

Rating Affirmed

CPI International Inc.
Senior Secured                              B
  Recovery Rating                            3H
Senior Unsecured                            CCC+
  Recovery Rating                            6



CREEKSIDE ASSOCIATES: Plan Declared Effective Aug. 14, 2015
-----------------------------------------------------------
Creekside Associates, Ltd., filed a notice with the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania that the effective
date of the Second Amended Plan of Reorganization occurred on Aug.
14, 2015.

The Bankruptcy Court earlier confirmed the Second Amended Plan on
June 11, 2015.  Judge Stephen Raslavich on May 8, 2015, entered an
order approving the disclosure statement explaining the Plan.

The Debtor and its lender executed a Term Sheet on April 29, 2015
that provides for a settlement of disputes between them and the
terms under which the Lender will support the Plan.  The Lender was
the only class of creditors entitled to vote on the Plan.

According to the Term Sheet, the Plan will provide that, on the
Effective Date, in consideration and full satisfaction of the
secured claim of Creekside JV Owner, LP, and of the deficiency
claims, if any, of the Lender, the Debtor will either (a) pay the
Lender the sum of $70,500,000 in cash or (b) transfer to the Lender
all of the Debtor's rights in real property, leases, assume
contracts, fixtures and equipment and rents and accounts
receivable.

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

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

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1,000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor disclosed $93,352,652 in assets and $88,100,436 in
liabilities.

The Debtor tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.



DALLAS PROTON: Section 341 Meeting Scheduled for Oct. 22
--------------------------------------------------------
A meeting of creditors in the bankruptcy cases of Dallas Proton
Treatment Center, LLC and Dallas Proton Treatment Holdings, LLC,
has been set for Oct. 22, 2015, at 10:15 a.m. at Dallas, Room 976.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

According to the case docket, proofs of claim are due by Jan. 20,
2016.

Dallas Proton Treatment Center, LLC and Dallas Proton Treatment
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Tex. Case Nos. 15-33783 and 15-33784, respectively) on Sept. 17,
2015.  The petitions were signed by James Thomson as chief
technology officer/manager.  The Debtors estimated assets in the
range of $50 million to $100 million and liabilities of more than
$50 million.  Gardere Wynne Sewell LLP represents the Debtors as
counsel.


DELTA PETROLEUM: Former Executive Settles Fraud Suit Over Oil Deal
------------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that lead plaintiff
Patipan Nakkhumpun took to Colorado federal court on Sept. 18,
2015, to pitch a $3.2 million deal that would end securities fraud
class action claims against former Delta Petroleum Corp. executive
Daniel J. Taylor, who is accused of misleading investors about a
proposed $400 million oil and gas-sector transaction.

The deal was docketed before U.S. District Judge Christine M.
Arguello, who once threw out the case but saw the Tenth Circuit
partially revive it in April.  It contemplates certifying and
managing a settlement class.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the
Delta Petroleum disclosed $373,836,358 in assets and $312,864,788
in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed
LLP, in New York, N.Y., represent the Debtors as counsel. Derek C.
Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights, Esq., at
Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent
the Debtors as co-counsel.  Conway Mackenzie is the Debtors'
restructuring advisor.  Evercore Group L.L.C. is the financial
advisor and investment banker.  The Debtors selected Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15, 2012.  Laramie Energy II LLC is the plan
sponsor.  Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to
form a new joint venture called Piceance Energy, LLC.  Laramie and
Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively.

Under a Plan of Reorganization, the Debtors' assets are vested in
the Trust, a joint venture, and the Reorganized Debtors.

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in 2009.


DUNE ENERGY: Has Go-Ahead to Wind Down Gas Drilling Business
------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a Texas
bankruptcy judge signed off on Sept. 18, 2015, on Dune Energy
Inc.'s plan to wind down its oil and gas drilling business, days
after the debtor told the court that the plan was the best way to
maximize value for its creditors.

U.S. Bankruptcy Judge H. Christopher Mott approved Dune's Chapter
11 plan following a two-day court hearing.  The plan calls for
Dune, which has already sold most of its assets, to liquidate
what's left of its business.

                        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.


EL PASO CHILDREN'S: Panel Hires Brinkman Portillo as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of El Paso Children's
Hospital Corporation seeks authorization from the Hon. H.
Christopher Mott of the U.S. Bankruptcy Court for the Western
District of Texas to retain Brinkman Portillo Ronk, APC as counsel
to the Committee, effective September 3, 2015

The Committee requires Brinkman Portillo to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under 11 U.S.C. section 1102;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the Debtor,

       the operation of the Debtor's business, potential claims,
       and any other matters relevant to the case, to the sale of
       assets or to the formulation of a plan of reorganization;

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in this case and with
       respect to the process of approving or disapproving
       disclosure statements and confirming or denying
       confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in Court to present necessary motions, applications,

       and pleadings, and otherwise protecting the interests of
       those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform such other legal services as may be required and
       that are in the best interests of the Committee and
       creditors.

Brinkman Portillo will be paid at these hourly rates:

       Daren R. Brinkman, Partner       $575
       Laura J. Portillo, Partner       $495
       Kevin C. Ronk, Partner           $390
       Associate Attorneys              $330
       Paraprofessionals                $175

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

Daren R. Brinkman, shareholder of Brinkman Portillo, 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.

Brinkman Portillo can be reached at:

       Daren R. Brinkman, Esq.
       BRINKMAN PORTILLO RONK, APC
       9500 Ray White Road, Second Floor
       Ft. Worth, TX 76244
       Tel: (682) 226-7437
       E-mail: firm@brinkmanlaw.com

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital
in the El Paso region.  The hospital opened its doors in February
2012, features 122 private pediatric rooms, and is located at the
campus of El Paso County Hospital District dba University Medical
Center of El Paso.

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 15-30784) on May 19, 2015.  The case is assigned to Judge H.
Christopher Mott, following disputes with UMC.  The Debtor tapped
Jackson Walker LLP as counsel.

The Debtor disclosed $34,907,119 in assets and $14,934,578 in
liabilities as of the Chapter 11 filing.


EL PASO CHILDREN'S: Panel Hires Singer & Levick as Co-counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of El Paso Children's
Hospital Corporation seeks authorization from the Hon. H.
Christopher Mott of the U.S. Bankruptcy Court for the Western
District of Texas to retain Singer & Levick P.C. as co-counsel to
the Committee, effective September 3, 2015.

The Committee requires Singer & Levick to:

   (a) provide the Committee with legal advice concerning its
       duties, powers and rights in relation to the Debtor and the

       administration of the Debtor's bankruptcy case;

   (b) assist the Committee in the investigation of the acts,
       conduct, assets, liabilities and financial condition of the

       Debtor, and any other matters relevant to the case or to
       the formulation of a Plan of Reorganization;

   (c) participate in the formulation of a Plan of Reorganization;

   (d) take such action as in necessary to preserve and protect
       the rights of all unsecured creditors of the Debtor;

   (e) prepare on behalf of the Committee all necessary
       applications, pleadings, adversary proceedings, answers,
       reports, orders, responses and other legal documents and
       appearing in court in connection with such pleadings;

   (f) conduct appropriate discovery and investigation into the
       Debtor's operation, valuation of assets, lending
       relationships, management and causes of action as well as
       participating in discovery and litigation involving the
       Debtor; and

   (g) perform all other legal services which may be necessary and

       in the best interests of the Committee and the unsecured
       creditors of the Debtor's Estate.

Singer & Levick will be paid at these hourly rates:

       Larry Levick              $375
       Michelle Shriro           $375
       Attorneys                 $280-$350
       Paralegals                $150

Singer & Levick will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Michelle E. Shriro, shareholder of Singer & Levick, 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.

Singer & Levick can be reached at:

       Michelle E. Shriro, Esq.
       SINGER & LEVICK, P.C.
       16200 Addison Road, Suite 140
       Addison, TX 75001
       Tel: (972) 380-5533
       Fax: (972) 380-5748
       E-mail: mshriro@singerlevick.com

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital
in the El Paso region.  The hospital opened its doors in February
2012, features 122 private pediatric rooms, and is located at the
campus of El Paso County Hospital District dba University Medical
Center of El Paso.

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 15-30784) on May 19, 2015.  The case is assigned to Judge H.
Christopher Mott, following disputes with UMC.  The Debtor tapped
Jackson Walker LLP as counsel.

The Debtor disclosed $34,907,119 in assets and $14,934,578 in
liabilities as of the Chapter 11 filing.


EL PASO CHILDREN'S: Plan to Hand Control to UMC Absent New Partner
------------------------------------------------------------------
El Paso Children's Hospital Corporation has a Chapter 11 plan that
offers two scenarios to achieve payment of claims.

According to the Disclosure Statement filed Sept. 16, 2015, under
Plan Scenario A, the Debtor will enter into a transaction with a
strategic partner for the benefit of the Debtor's creditors and for
its future operations.  A strategic partner transaction, the Debtor
believes, is in the best interest of its estate because that deal
will provide for the payment of creditors and also facilitate the
successful operations of the Debtor as an independent children's
hospital subsequent to confirmation.

The second scenario, Plan Scenario B, arises from University
Medical Center of El Paso's Chapter 11 Plan for Reorganization for
the Debtor, which UMC filed in connection with its motion to
terminate the Debtor's exclusive period so UMC could propose its
own Chapter 11 plan.

Under Plan Scenario B, the latest plan proposed by UMC contains
suggested changes from the Debtor that facilitate the Debtor's
operations and transition control to UMC in a manner that is
reasonable and would cause less disturbance, and has less of an
impact on the Debtor's future operations.

At present, contrary to UMC's position in the bankruptcy case thus
far, UMC has announced to the Debtor that it will seek to withdraw
the UMC Plan Proposal.  UMC's threat to withdraw the UMC Plan
Proposal comes after it formed the backdrop of contested hearings
on exclusivity, UMC's motion to compel lease payments, and the
Debtor's request for an extension of time to assume or reject
leases of nonresidential property.  In tandem with its threatened
withdrawal of the UMC Plan Proposal, UMC has tried to assert that
the Debtor is facing a cost report issue previously unknown to UMC.


To the contrary, according to the Debtor, the potential issue
relied upon by UMC in conjunction with its withdrawal of the UMC
Plan Proposal has been known by UMC for months prior to the
Petition Date as part of its due diligence to acquire the Debtor.

Mark E. Herbers, the chief executive and restructuring officer of
the Debtor, said the most important difference between Plan
Scenario A and Plan Scenario B is that under Plan Scenario A, the
Debtor will maintain its status as an independent children's
hospital, which it has always believed is integral to preservation
of its mission. In the event that a transaction with a strategic
partner is not consummated, the Debtor requests confirmation of
Plan Scenario B, as revised.  The Debtor believes that its
revisions to the UMC Plan Proposal make the UMC Plan Proposal more
reasonable and foster the successful operations of the Debtor going
forward.  The Debtor's revisions also align Plan Scenario B with
the Debtor's nonprofit status and foster the preservation of the
Debtor's mission, which the Debtor believes is integral to the
success of the Debtor's future operations. If the Debtor loses its
status as an independent, separately licensed children's hospital,
it believes that a significant number of its specialists and
sub-specialists will leave the Debtor resulting in a precipitous
decline in revenues for which UMC provides no solution.

Counsel for the Debtor, Patricia B. Tomasco, Esq., at Jackson
Walker L.L.P., relates that each of Plan Scenario A and Plan
Scenario B contemplate full payment of all Priority Claims and
Secured Claims.  Each of Plan Scenario A and Plan Scenario B
contemplate payment in full of the Texas Tech Unsecured Claim with
4.5 percent interest.  Both Plan Scenarios A and B contemplate
payment of the Patient Refund Claims and Patient Credit Balance
Claims.

The source of payments under Plan Scenario A is consideration to be
received in a potential transaction with a strategic partner,
property to be vested in the Reorganized Debtor, ongoing operations
of the Reorganized Debtor, recoveries from the UMC Litigation and
the EPF Adversary, and anticipated state and federal funding to the
Debtor.  In addition, under Plan Scenario A, the Debtor may also
seek to find a public entity other than UMC willing to serve as its
sponsor for the receipt of intergovernmental transfers, including
Texas Tech.  The source of consideration under Plan Scenario B is
UMC, including its voluntary subordination of its asserted claim to
all other creditors and subsidizing the Debtor's operations.

Under each of Plan Scenario A and Plan Scenario B, the Debtor will
seek to assume its agreements with Texas Tech University Health
Science Center ("Texas Tech Agreements") with certain portions of
the arrearage amounts treated in a payment plan over time. Under
Plan Scenario A, the Debtor will seek to assume the HHSC Provider
Agreement. The Debtor believes that no cure amount is due as a
requirement of any assumption of the HHSC Provider Agreement.

Under Plan Scenario A, the Debtor will also seek to assume its
Agreements with UMC, including the Lease, subject to reformation by
the Court, and as desired by any strategic partner.  Additionally,
under Plan Scenario A, any Executory Contract to which the Debtor
is a party will be deemed rejected as of the Confirmation Date
unless the Debtor has expressly assumed a particular Executory
Contract before the Confirmation Date, or such Executory Contract
is otherwise assumed under the Plan or is the subject of a pending
motion to assume such Executory Contract on the Confirmation Date.
One possibility under Plan Scenario A, however, is that the Debtor
would reject the Lease and Agreements if a strategic partner has
sufficient space and resources to house the Debtor's operations.

Under the Plan, allowed claims are classified as:

   * Administrative Claims (unclassified)
   * Class 1: Allowed Priority Claims
   * Class 2: Allowed Secured Claims
   * Class 2(a): Allowed Amerisource Bergen Secured Claim
   * Class 2(b): Allowed ASD Secured Claim
   * Class 2(c): Allowed Cardinal Health Secured Claims
   * Class 3: Allowed Patient Claims
   * Class 3(a): Allowed Patient Refund Claims
   * Class 3(b): Allowed Patient Credit Balance Claims
   * Class 4: Allowed Texas Tech Unsecured Claims
   * Class 5: Allowed General Unsecured Claims
   * Class 6: Allowed EPCPG General Unsecured Claim
   * Class 7: Allowed General Unsecured Claim of UMC

Claims in Classes 2, 3, 4, 5, 6, and 7 are impaired under the Plan
and entitled to receive distributions.  Holders of Claims in
Classes 2, 3, 4, 5, 6, and 7 are entitled to vote to accept or
reject the Plan.  Claims in Class 1 are unimpaired.

A copy of the Disclosure Statement filed Sept. 16, 2015, is
available for free at:

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

            Miller Buckfire Tapped to Look for Partner

The Debtor has requested authority to employ the investment banking
firm of Miller Buckfire & Co., LLC, to assist in its endeavor to
locate a strategic partner (relative to Plan Scenario A) as well as
to evaluate the options available to the Debtor in terms of
ascertaining alternatives to an acquisition or combination with
UMC.

As of Sept. 19, the application is still pending.  Despite the
pendency of the application, Miller Buckfire has already provided
valuable services to the Debtor in this case and with respect to
Plan Scenario A.  According to the Debtor, the retention of Miller
Buckfire is critical to obtaining third-party funding in light of
UMC's threat to withdraw its Plan B.

                 About El Paso Children's Hospital

El Paso Children's Hospital Corporation operates the El Paso
Children's Hospital, the only not-for-profit children's hospital in
the El Paso region.  The hospital opened its doors in February
2012, features 122 private pediatric rooms, and is located at the
campus of El Paso County Hospital District dba University Medical
Center of El Paso ("UMC").

The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
15-30784) on May 19, 2015, following disputes with UMC.  The Debtor
has continued its operations throughout its bankruptcy case.

The case is assigned to Judge H. Christopher Mott.

The Debtor tapped Jackson Walker LLP as counsel, and AP Services,
LLC ("AlixPartners"), as financial advisors.  Mark Herbers of
AlixPartners was appointed as the Debtor's Chief Executive and
Restructuring Officer.

The Debtor disclosed $34,907,119 in assets and $14,934,578 in
liabilities as of the Chapter 11 filing.

A patient care ombudsman was appointed in this case on June 12,
2015, pursuant to which Ms. Suzanne Koenig was appointed as the
patient care ombudsman for the Debtor.

A Committee of Unsecured Creditors was formed on Sept. 1, 2015.

The Court has denied a motion by UMC to terminate the Debtor's
exclusivity periods to propose a Chapter 11 plan.  UMC wants to
file its own Chapter 11 Plan of Reorganization for the Debtor.


ENERGEN CORP: Moody's Affirms Ba1 CFR, Outlook Negative
-------------------------------------------------------
Moody's Investors Service affirmed Energen Corporation's Ba1
Corporate Family Rating and Ba1-PD Probability of Default Rating.
Moody's also affirmed the unsecured notes rating at Ba2 and the
Speculative Grade Liquidity (SGL) Rating at SGL-2.  The rating
outlook remains negative.

"Continued weakness in commodity price environment constrains
Energen's ability to grow its reserve base profitably" said
Sreedhar Kona, Moody's Senior Analyst. "The lack of hedge book
limits the 2016 cash flow visibility for Energen."

A list of rating actions:

Affirmations:

Issuer: Energen Corporation
  Corporate Family Rating: Affirmed at Ba1
  Probability of Default Rating: Affirmed at Ba1-PD
  Unsecured Notes: Affirmed at Ba2 (LGD 5)
  Preferred Shelf: Affirmed at (P)B1
  Speculative Grade Liquidity Rating: Affirmed at SGL-2
  Outlook: Negative

RATINGS RATIONALE

The Ba1 Corporate Family Rating (CFR) considers Energen's
relatively small scale, improving capital efficiency ratio, very
low leverage metrics and good liquidity.  The scale of Energen's
E&P business, with production of approximately 65,000 Boe per day
and proved developed reserves of 264 million Boe, more closely
resembles a Ba2 company -- Energen's production rate is less than
all of the Ba2 rated E&P companies and its reserve position is
close to the average size of the Ba2 rated universe.  Its finding
and development (F&D) costs and capital efficiency, although
improved recently, are weak in its rating category.

Offsetting these rating constraints, Energen has strong investment
grade leverage metrics that were further enhanced by a June
2015equity issuance of $399 million that was used to further reduce
debt.  By strengthening its balance sheet and liquidity Energen has
positioned itself to weather the weak commodity price environment,
supporting its Ba1 rating.

The negative outlook reflects the challenges the company faces in
continuing to reduce its F&D costs to levels more competitive with
Permian focused peers in order to replace and eventually grow its
reserves and production scale at reasonable investment returns in
this low oil and gas price environment.

The Ba2 rating on Energen's senior unsecured notes reflects the
subordination to the $1.6 billion senior secured revolving credit
facility due 2019 ($133 million outstanding as of June 30, 2015)
and its priority claim to the company's assets.  The size of the
revolver relative to Energen's outstanding senior unsecured notes
results in the notes being rated one-notch below the Ba1 CFR.

Energen has good liquidity, as reflected by its SGL-2 Speculative
Grade Liquidity Rating.  From a cash flow perspective, Energen is
expected to outspend operating cash flow through year-end 2015 by
$400 to $500 million.  Energen sold the majority of its natural gas
assets in the San Juan Basin in New Mexico and Colorado for an
aggregate purchase price of $395 million which partially offsets
its planned outspend of operating cash flows.  There is, however,
ample room under its $1.6 billion revolving credit facility to fund
this projected deficit.  After application of the equity issuance
proceeds, the revolving credit facility had $133 million drawn at
the end of second quarter 2015, leaving over $1.4 billion
availability.  The credit facility requires the ratio of total debt
to EBITDAX be under 4.0x and the current ratio to be greater than
1.0x.  Based on Moody's projections, there is ample room for
Energen to maintain covenant compliance.  While secured with
mortgages on roughly 80% of the PV-9 value of the company's
reserves, the borrowing base currently exceeds the committed amount
of the credit facility, and therefore Moody's believes that the
company could sell some assets to raise cash without a reduction in
the borrowing base.

The rating could be downgraded if Energen is not successful in
bringing its F&D costs more in line with its peers allowing it to
grow production and reserves while maintaining leverage at
relatively low levels.  Debt funded capital expenditures or sizable
acquisitions could also pressure the ratings.

An upgrade is unlikely without significant growth in scale and
significant basin diversification.  In order to be considered for
an upgrade production volumes would need to exceed 150,000 Boe per
day while maintaining a Leveraged Full Cycle Ratio (LFCR) of at
least 1.5x on a sustained basis.

Energen, headquarted in Birmingham, Alabama, is engaged in the
exploration and production of crude oil and natural gas with
operations in the Permian Basin in Texas and New Mexico, and the
San Juan Basin in New Mexico.

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



ERG INTERMEDIATE: Files Lender-Backed Reorganization Plan
---------------------------------------------------------
ERG Intermediate Holdings, LLC, et al., unable to find a buyer
willing to pony up at least $250 million in cash, has filed a
reorganization plan that contemplates giving control of the company
to their prepetition lenders.

Hurt by the recent drop in U.S. oil prices, the Debtors sought
Chapter 11 protection to effectuate a going concern sale of their
California based operations.  The sale, however, was complicated by
the fact that substantially all of the Debtors' assets were
encumbered by liens held by the prepetition lenders and that the
value of those assets was significantly less than the $400 million
in debt outstanding under the Prepetition Credit Agreement.  As
requested by the prepetition lenders, the Debtors established a
$250 million minimum cash purchase price for their California
assets.  After extending the bidding deadline two times, the
Debtors did not receive any qualified offers at or above $250
million in cash for the sale of their assets by the August 10, 2015
deadline.

Under the Court-approved sale procedures, in that instance the
Prepetition Lenders had the right to "credit bid" all or some of
their outstanding debt in order to acquire the California assets.
The Prepetition Lenders declined to credit bid for the assets, but
instead informed the Debtors that they desired to sponsor a plan of
reorganization for the Debtors pursuant to which, among other
things, they would infuse up to $150 million of new debt capital
into the Debtors over a three-year period during which the Debtors
would continue to operate the California assets and again prepare
them for sale.  The Plan incorporates the offer proposed by the
Prepetition Lenders.

Prior to the Petition Date the Debtors filed an action in Texas
state court, titled ERG Resources, L.L.C. v. Nabors Global Holdings
II, Limited, et al., Cause No. 2012-16446, in the 61st Judicial
District Court of Harris County, Texas, described as the Nabors
Lawsuit in connection with a 2012 transaction for the purchase by
the Debtors of certain assets from Nabors Global Holdings II,
Limited that never closed.  The Debtors have asserted that Nabors
breached the agreement for the Debtors to acquire those assets from
Nabors and that, as a result, Nabors and certain other parties are
liable to the Debtors for no less than $40 million.  The
Prepetition Lenders have a lien on the Nabors Lawsuit, but, prior
to the Petition Date, agreed to release that lien under a plan of
reorganization and under certain other conditions.  During the
Chapter 11 cases, the Prepetition Lenders further agreed to reduce
the conditions pursuant to which they would release such lien, and
the release of the lien on the Nabors Lawsuit is part of the Plan.

As a result, upon the Effective Date of the Plan, the Nabors
Lawsuit will be transferred to an "exempt assets trust" free and
clear of all liens for the benefit of Unsecured Claims.  Any claims
remaining after Unsecured Claims have been paid in full, with
interest, will be payable to Scott Y. Wood ("Wood"), the Debtors'
indirect 100% shareholder.  The Nabors Lawsuit, along with any Cash
in the Exempt Assets Trust not used for the expenses of that trust,
would be the main asset available to pay Unsecured Claims, along
with any other Causes of Actions transferred to the Exempt Assets
Trust.  Because the primary assets of the Exempt Assets Trust are
litigation causes of action, the recovery for Unsecured Claims in
the Chapter 11 Cases in that instance is uncertain.

The Allowed amount of Unsecured Claims is estimated to be between
$11.5 million and $64.0 million.  Given that the demand in the
Nabors Lawsuit is for no less than $40 million, it is possible that
Unsecured Claims could be paid in full in the Chapter 11 cases from
that litigation, although the Debtors will not receive the entirety
of any award in the Nabors Lawsuit.  At the same time, Unsecured
Claims could be paid substantially less than in full, and any
recovery on the Nabors Lawsuit or other Causes of Action of the
Exempt Assets Trust may not occur for a significant period of
time.

As a result, the Committee is currently in discussions with Wood
over the terms of potential settlement whereby any claims of the
Debtors against Wood would be released under the Plan and Wood
would make financial contributions to the Debtors that would be
used to make payments under the Plan to Allowed Claims in Class 5.
The Committee has asserted that the Debtors may have various claims
against Wood, although no litigation has been filed.  In the event
of a settlement, the Nabors Lawsuit might not be transferred to the
Exempt Assets Trust, although some or the proceeds of any recovery
from the Nabors Lawsuit might be transferred to that trust to pay
Allowed Claims in Class 5 under the Plan.  If the Committee and
Wood reach a settlement, the Plan would be amended accordingly, but
no later than 10 days before the Voting Deadline, and such
amendment would be contained in the Plan Supplement.

The Debtors believe that the Plan represents a significantly better
outcome for Unsecured Claims than other available alternatives.
While there is no certainty of recovery for Unsecured Claims beyond
the Cash assets of the Exempt Assets Trust not necessary to pay the
expenses of that trust, absent confirmation of the Plan the Debtors
believe that the Prepetition Lenders might not release their lien
in Nabors Lawsuit and, as a result, the proceeds of such litigation
might not be available to pay Unsecured Claims.  As stated, that
asset has the possibility of paying Unsecured Claims in substantial
part or in full over time.  As a result, the Debtors would urge
holders of Unsecured Claims to vote for the Plan.

With respect to the $400 million prepetition secured debt facility,
on the Effective Date, the prepetition facility claims will be
reinstated and allowed in their entirety and the prepetition
lenders will retain their liens.

Each holder of a membership interest in Intermediate Holdings will
receive, its pro rata share of (a) the Class B ERG Plan Trust
Beneficial Interests and (b) the residual amount of net proceeds of
the Nabors Lawsuit from the Exempt Assets Trust after satisfaction
in full of all allowed unsecured claims, including interest.

The Debtors' DIP Facility will be repaid on the Effective Date of
the Plan from the proceeds of the exit facility that will be
provided by the lenders.

The new membership interests in Reorganized Intermediate Holdings
will be certificated and possession of the new membership interests
will be transferred to the Exit Facility Agent and Prepetition
Agent.

The Plan classifies claims and interest as follows:

                                                        Estimated
                                Estimated               Percentage
  Class                       Aggregate Amount  Status    Recovery
  ------                      ----------------  ------    --------
1 - Priority Claims           $1M to $3.7M    Unimpaired  100%
2 - Prep. Facility Claims      $400 million   Impaired   Unknown
3 - Other Secured Claims      $1M to $9.6M    Unimpaired  100%
4 - Admin. Convenience Claims $75K to $125K   Unimpaired  100%
5 - Unsecured Claims         $11.5M to $64M   Impaired  0 to 100%
6 - Intercompany Claims           N/A         Unimpaired   N/A
7 - Holdings Membership
      Interests                    N/A         Impaired     N/A
8 - Other Debtor Membership
      Interests                    N/A         Unimpaired   N/A

Except for Class 1 – Priority Claims, Class 3 – Other Secured
Claims that are to be reinstated, Class 4 – Convenience Claims,
Class 6 – Intercompany Claims, and Class 8 – Other Debtor
Membership Interests, all classes of Claims and Membership
Interests are entitled to vote on the Plan.

A copy of the Disclosure Statement explaining the Plan of
Reorganization filed Sept. 3, 2015, is available for free at:

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

                      About ERG Resources

ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996.  Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California.  ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field.  ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas.  The Company's corporate
headquarters is located in Houston, Texas.  Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.

ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.

The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.  The Debtors also obtained approval to retain the law firm of
Gibbs and Bruns to prosecute the Nabors Lawsuit on a contingency
fee basis.

ERG Intermediate estimated $100 million to $500 million in assets
and debt.

The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate
Holdings LLC appointed five creditors, led by Baker Petrolite
Corporation, to serve on the official committee of unsecured
creditors.  The Committee has tapped Pachulski Stang Ziehl & Jones
LLP as counsel.

                           *     *     *

In June 2015, the bankruptcy court denied a motion filed by the
Creditors Committee to transfer venue to the Central District of
California.

Pursuant to agreed stipulations between the Debtors and the
Committee, the Court entered interim orders on Aug. 21, 2015
extending the Debtors' exclusive filing period through Sept. 23,
2015.


EVRAZ NORTH AMERICA: S&P Lowers CCR to 'B+', Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
foreign-currency and local-currency corporate credit ratings on
North American steel producer Evraz North America Plc (ENA) to 'B+'
from 'BB-'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on ENA's $350
million senior high-yield bond to 'BB' from 'BB+'.  The recovery
rating on the bond remains '1', indicating very high (90%-100%)
recovery in a default scenario.

ENA, which is domiciled in the U.K., is a 100% subsidiary of
Russian integrated steel-maker Evraz Group S.A. ENA is a holding
company for all of the group's operations in the U.S. and Canada.
ENA owns 51% of Evraz Inc. NA Canada (EICA) and 100% of EICA's
counterpart holding company for the U.S. operations.

"The downgrade reflects a significant weakening of ENA's operating
and financial performance in the first half of 2015 due to a
depressed steel price environment and weaker demand for steel
products, in particular, in the tubular segment," said Standard &
Poor's credit analyst Svetlana Ashchepkova.  "In addition, ENA's
second-quarter EBITDA was hurt by an inventory write-down and
mark-to-market slab cost," she added.

"We revised our assessment of ENA's financial risk profile to
"highly leveraged" from "significant" because we expect that ENA's
adjusted leverage will increase to 6x-8.5x in 2015-2016 from 2.9x
at year-end 2014.  We expect that ENA's debt will increase,
generating negative free operating cash flow because it needs to
invest about $140 million-$150 million in 2015 and about $200
million in 2016. A significant part of this investment, about $200
million, is related to ENA's new Regina project, which includes the
installation of a two-step large-diameter (LD) pipe mill and
improvements to a rolling mill.  We understand that this project
will be partly financed with new long-term debt bank debt and
capital lease arrangements," S&P said.

S&P continues to consider ENA as a strategically important
subsidiary of Evraz Group, given its size, some operational
integration with the group, and the shared name.  Furthermore, S&P
believes, that the group would most likely support ENA under almost
all foreseeable circumstances.

S&P could lower its rating if ENA's performance is further hurt by
increasing competition in the North American market or by lower
demand from the oil and gas sector as a result of protracted crude
price weakness.  Further increase of adjusted debt to EBITDA for a
prolonged period, and protracted negative FOCF, resulting in
significant buildup of external debt, would likely lead to a
downgrade.  S&P could also lower its rating if ENA's liquidity
weakens as a result of less robust cash flow generation or
constrained access to its ABL facility.  Additionally, S&P would
also likely lower the rating if it lowered the rating on Evraz
Group S.A., ENA's parent.

A higher rating on ENA is limited at this stage.

An upgrade would require much improved operating and financial
performances, maintenance of moderate leverage with adjusted debt
to EBITDA comfortably below 4x and FFO/debt above 20% on a
consistent basis, combined with "adequate" liquidity.



FIRST MIDWEST CAPITAL: Fitch Affirms 'B+' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDRs) and Viability Ratings (VRs) of First Midwest Bancorp (FMBI)
and its primary bank subsidiary, First Midwest Bank, at 'BBB-'. The
Rating Outlook remains Stable.

KEY RATING DRIVERS

IDR and VR

The affirmation of FMBI's ratings reflects its continued reduction
of nonperforming assets, steady operating performance and solid
execution of several acquisitions at the end of 2014. These
strengths are offset by relatively high volatility in asset quality
metrics through down credit cycles, stronger loan portfolio growth
than peer institutions, and its geographic concentration within the
Chicagoland region, an area that has a comparatively weaker fiscal
and economic profile.

The Stable Outlook reflects Fitch's view that earnings performance
will remain steady and further growth will be adequately managed in
relation to capital and the bank's overall strategy.

FMBI's non-performing asset (NPA) ratio has improved to 1.22% over
the last 12 months. The level of improvement has outpaced many
within Fitch's rated universe and is now on the lower end of the
community bank peer group. Nevertheless, NPAs remain somewhat
elevated relative to higher rated banks, and asset quality metrics
have benefited from limited portfolio seasoning given the level of
organic growth in recent periods coupled with low debt servicing
requirements in the current rate environment.

Similarly FMBI's net charge offs have declined in recent periods
but also remain higher than its peers given the lumpiness of
remaining legacy credits. Fitch expects the level of NPAs to remain
relatively flat or slightly trend downward in the near term as
management continues to address problem credits and ultimately
begin to trend upward in the intermediate term as the commercial
loan portfolios season. This expectation is reflected in today's
rating affirmation as well as the Stable Outlook.

FMBI's loan portfolio has grown sizeably, albeit still within
Fitch's expectations, over the last 24 months driven by a mix of
acquisitions and organic growth. This level of growth outpaces the
community bank peer group but is relatively consistent with
regional institutions in the Chicagoland region.

Organic growth has predominantly been in the Commercial &
Industrial (C&I) loan portfolio and has been driven by FMBI's
entrance into several specialty lending segments including asset
based lending (ABL), healthcare lending, agribusiness lending and
equipment leasing. While generally viewing FMBI's balance sheet
diversification as positive, Fitch continues to maintain a cautious
view of strong C&I growth across the industry. Accordingly, Fitch
will continue to monitor C&I loan growth relative to peers and
assess any deterioration in asset-quality leading indicators.

Fitch anticipates that FMBI will cross the $10 billion asset
threshold in 2016 resulting in FMBI being impacted by the Durbin
Amendment as well as more strenuous and costly stress testing in
following years.

Management has indicated that the after-tax cost of the Durbin
Amendment to be around $5 million but that the earnings accretion
generated by recent and future transactions will exceed Durbin's
impact. Today's affirmation reflects Fitch's expectation that
management will make measured decisions to cross over the $10
billion threshold in order to maintain reasonable capital levels
and earnings performance.

FMBI has been able to generate better returns in recent periods due
to lower credit-related costs and top line revenue growth from the
acquisitions. Through 2Q15, the company generated an ROA of 0.94%
while the company's net interest margin (NIM) has remained
relatively flat. Fitch has observed some uptick in fee-revenue
generation due to mortgage and wealth management strategies;
however, non-interest income as a percentage of total revenue is
expected to remain in line with that of other community banks at
25%-30%. Consistent with Fitch's expectations and general industry
trends, reserve releases are coming to an end as the reserve level
is now at 1.04% of loans (exclusive of credit marks on acquired
loans).

Fitch anticipates revenue generation for FMBI, as well as other
community banks, will be challenging in the current operating
environment. Fitch expects FMBI to maintain an ROA of around 80 bps
over the near to medium term given the current rate environment,
which is slightly below industry and peer averages. The expectation
is based on continued NIM compression and increasing credit costs
in light of a normalized reserve level and portfolio seasoning.
FMBI should be well positioned for a rising rate environment with
just over half of earning assets carrying a floating rate.

FMBI has a good funding profile. Similar to most in its peer group
and across the industry, FMBI has reduced its exposure to more
volatile sources of funding through good core deposit growth
enabled by interest rates that remain at historical low. The
loan-to-deposit ratio of 83% at 2Q15 is down from more than 95% at
YE08 but is expected to rise as loan growth continues and rates
rise resulting in some deposit run-off. While Fitch expects FMBI
and other banks to experience deposit run-off once rates rise and
economic activity increases, the agency does not expect FMBI's
overall funding profile to revert to an outsized reliance on
wholesale funding.

Fitch views FMBI's capital as adequate relative to both its risk
profile and current ratings. The company's core capital level
(measured by TCE or Fitch Core Capital) and total capital levels
remain lower than higher rated peers. Fitch expects the company
will maintain its capital at levels commensurate with its risk
profile, particularly as the balance sheet continues to grow.

SUPPORT RATING AND SUPPORT RATING FLOOR

FMBI has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, FMBI is not systemically important and therefore,
the probability of support is unlikely. The IDRs and VRs do not
incorporate any support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

FMBI's trust preferred stock is notched four levels below its VR.
These ratings are in accordance with Fitch's criteria and
assessment of the instruments' non-performance and loss severity
risk profiles. Thus, Fitch has affirmed these ratings due to the
affirmation of the VR. FMBI's trust preferred stock is notched two
times from the VR for loss severity, and two times for
non-performance.

FMBI's subordinated debt is notched one level below its VR. These
ratings are in accordance with Fitch's criteria and assessment of
the instruments' non-performance and loss severity risk profiles.
Thus, Fitch has affirmed these ratings due to the affirmation of
the VR.

HOLDING COMPANY

The IDR and VR of FMBI is equalized with its operating company
First Midwest Bank, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries.

LONG- AND SHORT-TERM DEPOSIT RATINGS

FMBI's uninsured deposit ratings at the subsidiary banks are rated
one notch higher than the company's Issuer Default Rating (IDR) and
senior unsecured debt because U.S. uninsured deposits benefit from
depositor preference. U.S. depositor preference gives deposit
liabilities superior recovery prospects in the event of default.

RATING SENSITIVITIES

IDRS and VR

Fitch believes there is limited upside to FMBI's ratings over the
intermediate term given the bank's geographic concentrations, its
expected earnings performance, and balance sheet growth.
Over a longer period of time, Fitch believes there could be
positive rating or Outlook movement for FMBI. Catalysts for such
rating actions would include evidence of underwriting standards
in-line with higher rated peers as loan portfolios season. Further
catalysts include the ability to generate stronger core
profitability measures while maintaining good capital ratios

FMBI has experienced greater than average year-over-year loan
growth in multiple product lines, some due to acquisitions and some
through organic growth. To the extent that the bank begins
exhibiting adverse credit trends in these new product lines which
are outside of Fitch's expectations, negative rating actions could
ensue. Moreover, should wholesale funding revert back to the level
it was leading up to the crisis, negative pressure could be placed
on FMBI's rating or Outlook.

Fitch's current rating and Outlook for FMBI incorporate the
expectation that the bank will continue to maintain adequate levels
of capital through organic balance sheet growth or in the event of
an M&A transaction of significance. Fitch would potentially review
FMBI's ratings or Outlook should capital levels be managed
over-aggressively either though future growth or increased
shareholder distributions.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating and Support Rating Floor are sensitive to
Fitch's assumptions regarding FMBI's capacity to procure
extraordinary support in case of need.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Hybrid capital issued by FMBI and its subsidiaries are all notched
down from the VRs of FMBI in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles, which vary considerably. Their ratings are
primarily sensitive to any change in FMBI's VRs.

HOLDING COMPANY

If FMBI became undercapitalized or increased double leverage
significantly there is the potential that Fitch could notch the
holding company IDR and VR from the ratings of the operating
companies.

LONG AND SHORT-TERM DEPOSITS

The ratings of long- and short-term deposits issued by FMBI and its
subsidiaries are primarily sensitive to any change in the company's
IDR. This means that should a long-term IDR be downgraded, deposit
ratings could be similarly impacted.

Fitch has affirmed the following ratings with a Stable Outlook:

First Midwest Bancorp, Inc.

-- Long-term IDR at 'BBB-';
-- Short-term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Senior unsecured debt at 'BBB-';
-- Subordinated debt at 'BB+';
-- Support '5';
-- Support Floor 'NF'.

First Midwest Bank

-- Long-term IDR at 'BBB-';
-- Short-term IDR at 'F3';
-- Long-term deposits at 'BBB';
-- Short-term deposits at 'F3'.
-- Viability Rating at 'bbb-';
-- Support '5';
-- Support Floor 'NF'.

First Midwest Capital Trust I

-- Preferred stock at 'B+'.



FIRSTLIGHT HYDRO: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on FirstLight Hydro Generating Co.  The
outlook is stable.  The recovery rating of '1' is unchanged.  The
'1' recovery rating indicates "very high" (90%-100%) recovery if a
default occurs.  S&P also revised the business risk profile to
"vulnerable" from "weak" and revised the financial risk profile to
"aggressive" from "highly leveraged".

S&P's "vulnerable" business profile reflects FirstLight's
comparatively small scale, minimal geographic diversity, resource
risk, and the volatility inherent to energy payments in the
Independent System Operator-New England (ISO-NE) capacity and
energy markets.  These risks are somewhat offset by the hydropower
plants' ability to dispatch whenever there is sufficient output.
The plants benefit from significant capacity payments, which
contribute nearly 50% of gross margin through 2018 and are somewhat
more predictable, though they also hinge on operational performance
and will be more difficult to forecast as the capacity auctions in
the region transform to emphasize reliability and performance.

The "aggressive" financial risk profile reflects the volatility of
cash flows expected of a series of hydroelectric plants.  In S&P's
base case, it expects funds from operations (FFO) to debt of 16%
and debt to EBITDA of about 3.5x during the next three years.
Although these ratios are in line with a "significant" financial
risk profile, S&P uses the "aggressive" category because there is
such significant volatility expected regarding power prices and
hydroelectric resources, each of which could considerably weaken
profitability and credit measures.

"The issuer has limited refinancing risk, because it has only a
single tranche of debt outstanding, which amortizes through 2026,"
said Standard & Poor's credit analyst Michael Ferguson.

The stable outlook on FirstLight reflects S&P's view that, over the
next two years, financial performance under the intercompany PPA
with FirstLight Hydro Resources will be stable and that operational
performance will also be strong.  S&P anticipates the company will
maintain debt to EBITDA of about 3.5x during this time frame.



FISKER AUTOMOTIVE: McDonnell's Bid to Dismiss Securities Suit OK'd
------------------------------------------------------------------
Judge Sue L. Robinson of the United States District Court for the
District of Delaware granted defendant Peter McDonnel's motion to
dismiss a securities fraud lawsuits filed by PEAK6 Opportunities
Fund L.L.C., et al.

The court consolidated three securities fraud lawsuits filed
against defendants Henrik Fisker, Bernhard Koehler, Joe DaMour,
Peter McDonnell, Kleiner Perkins Caufield & Byers LLC, Ray Lane,
Keith Daubenspeck, Richard Li Tzar Kai, and Ace Strength, Ltd.  On
July 23, 2014, PEAK6 Opportunities, et al., filed an amended
consolidated complaint alleging violations of the Securities Act of
1933 and the Securities Exchange Act of 1934.  The defendants filed
motions to dismiss the consolidated complaint.  The Plaintiffs
filed a motion for judicial notice of certain documents.

Judge Robinson granted in part and denied in part defendants
Daubenspeck, Fisker and Koehler, DaMour, and Kleiner and Lane's
motions to dismiss the consolidated complaint; stayed Ace Strength
and Li's motion to dismiss pending the completion of jurisdictional
discovery; granted McDonnell's motion to dismiss; and granted
plaintiffs' motion for judicial notice of certain documents, for
the following reasons:

     (a) Timeliness of plaintiffs' Section 12(a)(2) claim.

     (b) The plaintiffs have sufficiently pied that defendants were
Section 12(2) sellers.

     (c) The offerings were made via private placement memoranda to
sophisticated investors and were not public offerings. For this
reason, the motion to dismiss is granted as to the Section 12(a)(2)
claims.

     (d) The defendants had a duty to disclose material information
when they were making statements regarding Fisker Automotive in an
effort to entice plaintiffs into becoming shareholders.

     (e) Participation in a conference call, without speaking,
cannot confer liability under Rule 1Ob-5 for the misstatements or
omissions of the speaker. As plaintiffs do not allege that Koehler
and McDonnell spoke on the conference calls, no liability for
misstatements made by others may attach.

     (f) Plaintiffs have sufficiently alleged that Fisker and
DaMour's statements were misleading.

     (g) Fisker and DaMour made positive statements regarding the
ATVM loan after it had been frozen, and conflicting statements
regarding Fisker Automotive's cash position. Fisker additionally
made statements downplaying the potential for battery fires.
Plaintiffs relied on the representations in the offering documents,
which allegedly contained misstatements and omissions. The totality
of the circumstances, which can be succinctly described as ardently
soliciting investors in order to launch and sustain Fisker
Automotive, with defendants standing to gain from Fisker
Automotive's success through their positions as Directors, leads to
a strong inference that defendants acted with an intent to
manipulate investors. For these reasons, defendants' motions to
dismiss the Section 1O(b) claims are denied.

     (h) Plaintiffs have adequately alleged a primary violation of
Section 10(b) by the various defendants. As to the control element,
Daubenspeck, DaMour and Li were members of Fisker Automotive's
Board of Directors and plaintiffs have alleged that the Board was
responsible for the creation and dissemination of various
confidential memoranda regarding the offerings and Capital Calls.
DaMour participated in conference calls regarding Fisker
Automotive. Daubenspeck cofounded Advanced Equities, an investment
bank used by Fisker Automotive to raise capital. As to Ace
Strength, plaintiffs have alleged that Li invested in Fisker
Automotive through Ace Strength, such that Ace Strength was a
controlling shareholder of Fisker Automotive. The court concludes
that plaintiffs have adequately pied "actual control" as to these
defendants.

     (i) Plaintiffs suggest that Ace Strength might have an
alter-ego or agency relationship with a company for which the Court
has general jurisdiction and that Li might own property in the
United States. Plaintiffs also contend that Li may have "traveled
to the United States in connection with Fisker Automotive or the
offerings, particularly the pay-to-play offerings," and that such
information might provide further relevant information pertaining
to specific jurisdiction. These contentions, along with Li's status
as a Director of Fisker Automotive, raise a colorable showing of
personal jurisdiction sufficient to allow jurisdictional
discovery.

The case is IN RE FISKER AUTOMOTIVE HOLDINGS, INC., SHAREHOLDER
LITIGATION, CIV. NO. 13-2100-SLR (D. Del.).

A full-text copy of Judge Robinson's Memorandum Opinion dated
September 9, 2015, is available at http://is.gd/t6nIMUfrom
Leagle.com.

PEAK6 Opportunites Fund L.L.C., et. al. are represented by:

          Norman M. Monhait, Esq.  
          P. Bradford deLeeuw, Esq.  
          ROSENTHAL, MONHAIT, GODDESS, P.A.
          919 N. Market Street, Suite 1401
          Wilmington, DE 19801
          Telephone: (302)656-4433
          Facsimile: (302)658-7567
          Email: nmonhait@rmgglaw.com
                 bdeleeuw@rmgglaw.com

             -- and --

          Kurt Olsen, Esq.
          KLAFTER OLSEN & LESSER LLP
          1250 Connecticut Ave., N.W.
          Suite 200
          Washington, DC 20036
          Telephone: (202)261-3553
          Facsimile: (202)261-3533

             -- and --

          Todd S. Collins, Esq.
          Barbara A. Podell, Esq.  
          Berger & Montague, P.C
          Telephone: (215)875-3040
          Facsimile: (2150875-4604
          Email: tcollins@bm.net
                 bpodell@bm.net

Keith Daubenspeck is represented by:

          M. Duncan Grant, Esq.
          Christopher B. Chuff, Esq.
          Min Choi, Esq.
          Pepper Hamilton LLP
          Hercules Plaza, Suite 5100
          1313 Market Street
          P.O. Box 1709
          Wilmington, DE 19899-1709
          Email: grantm@pepperlaw.com
                 chuffc@pepperlaw.com
                 choim@pepperlaw.com

Peter McDonnell is represented by:

          Vernon R. Proctor, Esq.
          PROCTOR HEYMAN ENERIO LLP
          300 Delaware Avenue, Suite 200
          Wilmington, DE 19801
          Telephone: (302)472-7300
          Facsimile: (302)472-7320
          Email: vproctor@proctorheyman.com

             -- and --

          Steven J. Rosenberg, Esq.
          STEVEN J. ROSENBERG, P.C.
          53 W Jackson Blvd, # 1740
          Chicago, IL 60604
          Telephone: (866)841-1737
          Email: info@sjrosenberg.net

Henrik Fisker and Bernhard Koehler are represented by:

          William B. Chandler III, Esq.  
          Ian R. Liston, Esq.  
          Wilson Sonsini Goodrich & Rosati, P.C.
          222 Delaware Avenue, Suite 800
          Wilmington, DE 19801
          Telephone: (302)304-7600
          Facsimile: (866)974-7329
          Email: wchandler@wsgr.com
                 iliston@wsgr.com

             -- and --

          David J. Berger, Esq.
          Steven Guggenheim, Esq.
          Wilson Sonsini Goodrich & Rosati, P.C.
          650 Page Mill Road
          Palo Alto, CA 94304
          Telephone: (650)320-4901
          Facsimile: (650)493-6811
          Email: dberger@wsgr.com
                 sguggenheim@wsgr.com

Joe DaMour is represented by:

          J. Clayton Athey, Esq.
          Prickett, Jones & Elliott, P.A.
          1310 King Street, Box 1328
          Wilmington, DE 19801
          Telephone: (302)888-6500
          Facsimile: (302)658-8111
          Email: jcathey@prickett.com

             -- and --

          Peter M. Stone, Esq.
          Panteha Abdollahi, Esq.
          Paul Hastings LLP
          695 Town Center Drive
          17th Floor
          Costa Mesa, CA 92626
          Telephone: (650)320-1843
          Facsimile: (650)320-1943
          Email: peterstone@paulhastings.com
                 pantehaabdollahi@paulhastings.com

Richard Li Tzar Kai and Ace Strength Ltd. are represented by:

          Samuel A. Nolen, Esq.
          Katharine C. Lester, Esq.
          Richards, Layton & Finger, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Email: nolen@rlf.com
                 lester@rlf.com

             -- and --

          Glenn M. Kurtz, Esq.
          Douglas P. Baumstein, Esq.
          Kimberly A. Haviv, Esq.  
          White & Case LLP
          1155 Avenue of the Americas
          New York, NY 10036-2787
          Telephone: (212)819-8200
          Facsimile: (212)354-8113
          Email: gkurtz@whitecase.com
                 dbaumstein@whitecase.com

Kleiner Perkins Caufield & Byers LLC and Ray Lane are represented
by:

          Kenneth J. Nachbar, Esq.
          Lindsay M. Kwoka, Esq.
          Nichols, Arsht & Tunnell LLP
          1201 North Market Street, 16th Floor
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Telephone:(302)658-9200
          Facsimile: (302)658-3989
          Email: knachbar@mnat.com
                 lkwoka@mnat.com

             -- and --

          Michael D. Celio, Esq.
          Laurie Carr Mims, Esq.
          Sophie A. Hood, Esq.
          Keker & Van Nest LLP
          633 Battery Street
          San Francisco, CA 94111
          Telephone: (415)391-5400
          Email: mcelio@kvn.com
                 lmims@kvn.com
                 shood@kvn.com

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.

FA Liquidating Corp. (F/K/A Fisker Automotive, Inc.) and FAH
Liquidating Corp. (F/K/A Fisker Automotive Holdings, Inc.)
notified the U.S. Bankruptcy Court for the District of Delaware
that their Second Amended Chapter 11 Plan of Liquidation became
effective as of Aug. 13, 2014.


FULLBEAUTY BRANDS: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to FULLBEAUTY Brands Holdings
Corp., as well as a B1 rating to the company's proposed $820
million first lien term loan due 2022 and a Caa1 rating to the
company's proposed $345 million second lien term loan due 2023.
The outlook is stable.

Proceeds of the transaction, along with contributed and rollover
equity, will be used to finance the acquisition of a majority stake
in the company by Apax Partners LLP.  Post-acquisition, the current
majority equity sponsor, Charlesbank Capital Partners, will retain
approximately 25% ownership of the company.

Moody's estimates pro-forma leverage for the transaction at around
7 times, which positions the company weakly in the B2 rating
category.  However, the rating and stable outlook reflect Moody's
expectation for continued strong operating performance which is
driven by the company's focus on the growing and underserved plus
size market, and supported by a history of topline growth and
margin improvement.  The rating also reflects FULLBEAUTY's good
liquidity profile and strong interest coverage (EBITA/Interest) for
the rating category, which benefit from modest capital investment
requirements compared to other retailers.  Moody's estimates
revenue growth in the mid-single digit range and relatively stable
margins will result in leverage in the mid-to-low 6 times range
over the next 12-24 months.

Moody's took these rating actions:

Issuer: FULLBEAUTY Brands Holdings Corp.
  Corporate Family Rating, Assigned B2
  Probability of Default Rating, Assigned B2-PD
  $820 million First Lien Term Loan due 2022, Assigned B1, LGD-3
  $345 million Second Lien Term Loan due 2023, Assigned Caa1,
  LGD-5
  Outlook, Stable

These ratings on FULLBEAUTY Brands, Inc. will be withdrawn upon
close of the proposed transaction:

Issuer: FULLBEAUTY Brands, Inc.

  Corporate Family Rating, B2 (to be withdrawn upon close of
   proposed transaction)
  Probability of Default Rating, B2-PD (to be withdrawn upon close

   of proposed transaction)
  $625 million Senior Secured First Lien Term Loan due 2021, B1,
   LGD-3 (to be withdrawn upon close of proposed transaction)
  Outlook, Stable (to be withdrawn upon close of proposed
   transaction)

RATINGS RATIONALE

FULLBEAUTY's B2 CFR reflects the company's high lease adjusted
leverage resulting from the proposed leveraged buyout by Apax, who
will be acquiring a majority stake in the company.  The rating also
reflects the company's niche focus on the direct-to-consumer plus
size apparel market and modest revenue scale in the retail and
apparel industry.  While FULLBEAUTY has weathered prior recessions
reasonably well due to its concentration in affordable basic
apparel, a highly levered capital structure increases the company's
risk profile and limits its financial flexibility to manage
potential fluctuations in consumer spending or operational
missteps.  Moody's views leverage at around 7 times pro-forma for
the proposed LBO as an indication of aggressive financial policies,
which could weigh on the rating over the longer term.

The rating is supported by the company's history of strong
operating performance since fiscal 2012, aided by reportedly
favorable demographic trends of overweight and obese people in the
U.S. and the breadth and mix of product offerings relative to many
competitors.  Moody's expects solid operating performance will
continue over the next 12-24 months which should bring leverage
more in line with the B2 rating.  The rating is also supported by
FULLBEAUTY's good liquidity profile, which benefits from relatively
modest capital investment requirements, and interest coverage
(EBITA/Interest Expense) which Moody's estimates at 2.3 times
pro-forma for the proposed transaction.

FULLBEAUTY's good liquidity profile is supported by Moody's
expectation for positive free cash flow over the next 12-18 months
and availability under the proposed $125 million ABL revolver due
2020 (not rated by Moody's) that should be more than sufficient to
cover seasonal working capital and debt amortization of about $8.2
million annually.  Free cash flow is aided by relatively modest
required capital investments in the business beyond the 2015
relocation of the company's headquarters.  Balance sheet cash is
expected to be meaningfully lower pro-forma for the proposed
transaction, which Moody's anticipates could result in near-term
borrowings on the revolver to fund working capital.  However any
drawdown on the facility will likely be paid down by year end with
cash generated from operations.

The first and second lien term loans are not expected to contain
any financial maintenance covenants, but the ABL will likely have a
springing Fixed Charge Coverage test of 1.0x which only occurs when
availability is less than the greater of 10% of the borrowing base
or a fixed dollar amount to be agreed on prior to close. Moody's
does not expect the company will trigger the covenant over the next
12-18 months, but anticipates sufficient cushion if it were
tested.

The B1 rating assigned to FULLBEAUTY's $820 million first lien term
loan is one notch higher than the company's CFR and reflects its
senior position in the capital structure relative to the $345
million second lien term loan (rated Caa1) and other junior claims
including trade payables, leases and pension obligations.  The
first lien term loan is expected to be secured by a first priority
lien on the equity of the borrower and subsidiary guarantors, as
well as substantially all tangible and intangible personal property
and fee-owned real property above an agreed upon threshold.  The
first lien term loan will have a second lien on the ABL priority
collateral which includes accounts receivable, inventory, and cash
(as well as tangible and intangible personal property up to an
agreed upon threshold).  The second lien will be secured by a
second priority lien on the first lien term loan collateral and a
third lien on the ABL collateral.

The stable rating outlook reflects Moody's expectation that revenue
and earnings growth over the next 12-24 months will result in
leverage in the mid-to-low 6 times range.  It also reflects Moody's
expectation that the company will maintain a good liquidity profile
and that financial policies will balance the interests of
shareholders and debt holders.

Ratings could be downgraded if revenue or earnings were to
deteriorate, competitive pressures were to increase, or if
financial policies resulted in a deterioration in credit quality.
Specific metrics include debt/EBITDA maintained above 6.5 times or
EBITA/interest below 1.5 times.  A worsening liquidity profile may
also result in a negative rating action.

Ratings could be upgraded if the company were to demonstrate the
willingness and ability to achieve and maintain debt/EBITDA below
5.0 times and EBITA/interest expense above 2.5 times, through a
combination of profitable growth, positive free cash flow and the
use of excess cash to pay down debt.  A higher rating would also
require the maintenance of good liquidity.

The principal methodology used in these ratings was Global Retail
Industry published in June 2011.

Headquartered in New York, NY, FULLBEAUTY Brands Holdings Corp. is
a retailer that specializes in selling plus size apparel nationally
through its direct-to-consumer print media and e-commerce websites.
The company operates 6 unique lifestyle brands through its branded
websites and print media, including Woman Within, Roaman's, Jessica
London, swimsuitsforall, King Size, and BrylaneHome, as well as an
online marketplace, fullbeauty.com. Revenue for the LTM period
ending July 4, 2015, was approximately $981 million.



GARLOCK SEALING: Trying to Limit Asbestos Liability, PI Panel Says
------------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that personal injury
asbestos claimants told a North Carolina bankruptcy judge that
Garlock Sealing Technologies LLC can't hide behind the work product
doctrine to avoid handing over documents about asbestos settlements
reached before the company went into bankruptcy.

The Official Committee of Asbestos Personal Injury Claimants said
Garlock is trying to limit its liability and avoid paying what it
did before bankruptcy by arguing that its liability in the tort
system was inflated by unreliable medical diagnoses, the
suppression of evidence and the costs of litigation.

According to the Troubled Company Reporter on Sept. 16, 2015,
Bankruptcy Law360's Meyer reported that personal injury asbestos
claimants objected on Sept. 14 to the Debtor'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 PI committee, 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.


GATOR APPLE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gator Apple LLC
           fdba Florida Apple 1 LLC
           fdba Apple East LLC
           fdba Florida Apple North LLC
           fdba Florida Apple West, LLC
        7515 South Flagler Drive
        West Palm Beach, FL 33405

Case No.: 15-26825

Chapter 11 Petition Date: September 21, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Robert C Furr, Esq.
                  FURR & COHEN
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  Email: bnasralla@furrcohen.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gregory Georgas, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-26825.pdf


GENERAL MOTORS: New GM Still Defends v. Ignition Switch Claims
--------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that General Motors LLC
told a New York bankruptcy court on Sept. 18, 2015, that plaintiffs
suing the automaker over ignition switch defects can't hold the
post-bankruptcy iteration of the automaker accountable in court
based on the assumption it inherited a wide range of knowledge
about the defects from the pre-bankruptcy sale version of GM.

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.


GEOFFREY EDELSTEN: Trustee Slams Dismissal of Malpractice Suit
--------------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that the bankruptcy trustee
for Geoffrey Edelsten hit back at a motion to dismiss a suit
against the disgraced Australian ex-doctors' former attorneys and
their former firm for alleged negligent counsel, saying the
attorneys should be held accountable on individual claims because
the existence of a binding contract was alleged.

Chapter 7 Trustee Soneet Kapila responded to a motion to dismiss
the suit for making insufficient claims and failing to identify a
contract entered into between Edelsten and each of the defendants.

The Troubled Company Reporter on April 29, 2015, citing a Law360
report, said that the trustee for Geoffrey Edelsten filed a
malpractice suit in Florida federal court against the Australian
ex-doctor's former attorneys and their former firm, alleging they
conspired to negligently represent him in connection with his
business relationships involving $30 million in assets, driving him
into bankruptcy.

According to the report, Chapter 7 Trustee Soneet Kapila is seeking
monetary damages for a series of alleged wrongful acts by law firm
Archer Bay PA -- which appears is no longer active -- Springer
Brown LLC and attorney Jay Christopher Robbins.


GREATBATCH INC: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Greatbatch, Inc. Moody's
also assigned a B1 (LGD 3) rating to the company's proposed senior
secured first lien credit facilities, including a $300 million
senior secured first lien term loan A, $1,025 million senior
secured first lien term loan B and a $200 million senior secured
first lien revolver.  Moody's also assigned a Caa1 (LGD 6) rating
to the company's proposed $435 million senior unsecured notes and
Speculative Grade Liquidity Rating SGL-2.  This is the first time
Moody's has publicly rated Greatbatch, Inc.  The outlook for the
ratings is stable.

The proceeds will be predominantly used to finance the acquisition
of Lake Region Medical.  The acquisition for approximately $1.73
billion in cash and stock was announced in August 2015.
Additionally, proceeds will be used to refinance existing debt, and
pay transaction fees and expenses.  All ratings are subject to
review of final documentation.

Moody's assigned these ratings:

Greatbatch, Inc.:
  Corporate Family Rating at B2
  Probability of Default Rating at B2-PD
  $200 million senior secured first lien revolving credit facility

   at B1 (LGD 3)
  $300 million senior secured first lien term loan A at B1 (LGD 3)
  $1,025 million senior secured first lien term loan B at B1
   (LGD 3)
  $435 million senior unsecured notes at Caa1 (LGD 6)
  Speculative Grade Liquidity rating of SGL-2

RATINGS RATIONALE

Greatbatch's B2 Corporate Family Rating reflects Moody's
expectation that the company will operate with high financial
leverage, modest interest coverage and very high concentration
among its top customers.  The ratings also reflect the company's
high reliance on end-user demand, which will exhibit volatility.
Moody's rating also reflects Greatbatch's integration and execution
risks inherent in acquiring Lake Region Medical, the largest
acquisition in the company's history.  However, the ratings are
supported by the company's good pro forma scale and market position
in the highly fragmented medical device outsourcing business as
well as expected cost synergies.

The stable outlook reflects Moody's expectation of solid growth and
cost savings opportunities following the acquisition of Lake Region
Medical, offset by integration and execution risks.

The ratings could be downgraded if the company faces top-line and
earnings pressure, loses a key customer or liquidity deteriorates.
In addition, the ratings could be lowered if the company engages in
debt-financed acquisitions or shareholder initiatives.  If leverage
is sustained above 6.0 times, it could result in a downgrade.

The ratings could be upgraded upon successful integration of the
acquisition and realization of synergies resulting in improved
profitability and cash flow.  An upgrade would also depend on
deleveraging such that debt to EBITDA is sustained below 5.0
times.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 2012.

Headquartered in Frisco, TX, Greatbatch, Inc. performs contract
manufacturing services, primarily for companies within the medical
device industry.  In August 2015, Greatbatch agreed to acquire Lake
Region Medical, one of its largest competitors.  Pro forma net
sales are approximately $1.5 billion for the twelve months ended
July 3, 2015.



GREATBATCH INC: S&P Assigns 'B+' CCR & Rates $1.525BB Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Greatbatch Inc.  The rating outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to
Greatbatch's $1.525 billion credit facility, which consists of a
$200 million revolver, a $300 million term loan A, and a $1.025
billion secured term loan B.  The senior secured recovery rating is
'3', indicating S&P's expectation of meaningful (50% to 70%, at the
higher end of the range) recovery in the event of payment default.


S&P also assigned a 'B-' issue-level rating to Greatbatch's $435
million senior unsecured notes.  The senior unsecured recovery
rating is '6', indicating S&P's expectation for negligible (0% to
10%) recovery in the event of payment default.

"Our rating on Greatbatch reflects our assessment of the company's
business risk profile as 'fair' and the financial risk profile as
'aggressive'," said Standard & Poor's credit analyst David Kaplan.
S&P applied a negative comparable rating modifier, to reflect the
relative weakness within the fair business risk category.

Financial risk reflects S&P's expectation that leverage will remain
above 4x through 2016, and that even as the company prioritizes
debt repayment from free cash flow, leverage may remain above 4x,
depending on the pace of acquisitions.  S&P estimates the ratio of
funds from operation (FFO) to total debt (including its analytical
adjustment and assumptions) of 12% for 2016 and 14% for 2017.
S&P's financial risk profile incorporates the company's ability and
commitment to reduce debt leverage. Still, S&P views the company's
tolerance of leverage near 5x, and history of acquisition-driven
growth, as constraining the financial risk assessment, at least in
the near term.  These ratios support S&P's financial risk
assessment of "aggressive".

Business risk is characterized by the company's competitive
advantages derived from a market leadership position within the
fragmented and somewhat-commodity-like industry of contract
manufacturers (CMOs) servicing medical device companies.  The
company offers a broader array of manufacturing services than other
smaller CMOs, has strong profitability, and like peers has sticky
and long-term contracts and relationships with customers. Still
compared to rated peers with a similar business risk S&P views the
scope of the company's services as somewhat narrow, and having more
limited barriers to entry and more price-based competition.

S&P's rating outlook on Greatbatch is stable, reflecting S&P's
expectation that leverage, while declining over the next year will
likely remain above 4x, at least through 2016.

S&P could lower the rating, if the company fails to achieve
synergies or experiences operational challenges in the integration
of Lake Region, such that S&P would expect leverage to rise above
5x and remain at the level on a sustained basis.  This could occur
if EBITDA margins declined 400 basis points below S&P's
expectations.  This could also occur if the company alienates
customers through its efforts to design new products, which may
compete with client products.

Although unlikely over the next year, S&P could raise the rating if
the company reduces debt leverage to below 4x, providing S&P
believes the company will sustain those credit measures.  This
could occur in 2017, if the company meets S&P's forecast and
prioritizes free cash flow for debt reduction.



HARVEY GULF: Moody's Lowers CFR to B3, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Harvey Gulf International
Marine Corp's (HGIM) Corporate Family Rating (CFR) to B3 from B2,
Probability of Default Rating (PDR) to Caa1-PD from B3-PD, and
senior secured term and revolving credit facility rating to B3 from
B2.  The Speculative Grade Liquidity (SGL) Rating was affirmed at
SGL-4 and the outlook remains negative.

"The one-notch downgrade of HGIM's CFR is mainly precipitated by
the company's weak liquidity through 2016 and our view that the
company's already elevated leverage could deteriorate further as
the offshore sector's protracted downturn continues" said Sreedhar
Kona, Moody's Senior Analyst.  "The negative outlook, despite
HGIM's strong contracted backlog, reflects the likely covenant
breach in 2016 unless the company is able to amend its covenant
requirements under the senior secured credit facility."

Downgrades:

Issuer: Harvey Gulf International Marine Corp.
  Corporate Family Rating, Downgraded to B3 from B2
  Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
  Senior secured term and revolving credit facility, Downgraded to

   B3 (LGD3) from B2 (LGD3)

Affirmed:

Issuer: Harvey Gulf International Marine Corp.
  Speculative Grade Liquidity (SGL) Rating of SGL-4

Outlook Actions:

Issuer: Harvey Gulf International Marine Corp.
  Outlook, Negative

RATINGS RATIONALE

The downgrade of HGIM's CFR to B3 from B2 is primarily driven by
its escalating leverage and weak liquidity.  Although HGIM is
relatively better positioned in its peer group with approximately
75% of its utilization contracted through 2016, its debt to EBITDA
ratio will increase to approximately 7x (per Moody's calculations)
by year end 2016.  The offshore sector will face a very challenging
environment through at least 2017.  As a result, HGIM's current
utilization and day rates for the non-contracted vessels operating
in the spot market are expected to drop significantly.  Moody's
outlook for HGIM's 2016 EBITDA will result in a likely breach of
the total leverage covenant, unless the company is able to amend
its covenant requirements under the senior secured credit
facilities.  The company's ratings do benefit from its strong
contract coverage through 2016, however they are constrained by its
concentration in the Gulf of Mexico.

HGIM's term loan A, term loan B, and revolving credit facility are
all rated B3.  The credit facilities benefit from a first lien on
substantially all of the company's assets and comprise the vast
majority of the debt in the company's capital structure, and are
thus rated in line with the company's CFR.  A higher than normal
family recovery rate of 65% has been utilized to recognize the
single class of debt in the company's capital structure and an
appraised value for the mortgaged vessels that exceeds the total
amount of debt.

HGIM has weak liquidity through 2016, as indicated by the SGL-4
rating.  Moody's forecasts a cash need of approximately $60 million
above the company's operating cash flow through 2016, in order to
service the debt and fund capital expenditure commitments related
to its new build program.  This cash need could be funded through
the existing cash or draws on the revolver.  The senior secured
credit facility requires HGIM to comply with three covenants -- a
minimum fixed charge coverage ratio of 1.10x, a minimum asset
coverage ratio of 1.10x until March 31, 2016, and 1.15x thereafter,
and a total leverage ratio of 5.75x until
Dec. 31, 2015, which further goes down in 0.5x reductions until it
is 4.50x from September 30, 2017 and thereafter.  The expected
deterioration of leverage ratio will require the company to seek
covenant relief as the likelihood of breaching the leverage ratio
covenant is high.  Secondary sources of liquidity are limited as
all of the company's assets are pledged to the lenders and any
asset sale would likely be required to reduce debt.

The negative outlook reflects the potential for HGIM to breach its
leverage covenant in 2016, and a protracted period of weak
utilization and day rates leading to a material deterioration in
the company's liquidity and a further weakening of credit metrics.

A downgrade could occur if the company fails to get covenant
relief, if liquidity drops below $100 million or if the leverage
appears likely to remain above 7.5x on a sustained basis.

The ratings are not likely to be upgraded at least through 2016
given the softness in the offshore services activity.  Should HGIM
maintain high utilization rates and dayrates through good contract
coverage combined with adequate liquidity and debt to EBITDA ratio
below 5.0x, HGIM's ratings could be upgraded.

HGIM Corp. (Harvey Gulf International Marine, or Harvey Gulf)
provides service vessels to support offshore drilling and
production operations predominantly in the US Gulf of Mexico.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.



HAVERHILL CHEMICALS: Needs Access to Lenders' Cash Collateral
-------------------------------------------------------------
Haverhill Chemicals LLC seeks permission from the U.S. Bankruptcy
Court for the Southern District of Texas to use the cash collateral
of its lenders to sustain its business operations while
pursuing a sale of its assets, which are primarily comprised of a
chemical manufacturing facility located on six hundred acres near
the banks of the Ohio River in Haverhill, Ohio (the "Haverhill
Plant").  

Kyung S. Lee, Esq., at Diamond McCarthy LLP, attorney to the
Debtor, tells the Court that the Debtor is not generating any
significant revenues from its business operations at this time, so
the primary cash available for payment of the Debtor's
post-petition expenses is the cash currently on deposit in the
Debtor's bank accounts, the cash generated from collection of
remaining accounts receivable, and cash to be realized from the
sale of the Haverhill Plant, all of which constitutes Cash
Collateral of the Lenders.

He asserts that without the use of Cash Collateral, the continued
operation of the Debtor's business through the closing of the
proposed sale of the Haverhill Plant would not be possible, and
serious and irreparable harm to the Debtor and its estate would
occur.

Mr. Lee maintains that if the Debtor cannot sustain its business
operations until it can complete a sale of its assets, it may be
forced cease its operations at the Haverhill Plant, which would
cause it to incur significant financial obligations that would
arise under environmental regulations governing the cessation of
operations at a chemical plant.

Haverhill Chemicals is a party to a credit agreement dated as of
Oct. 31, 2011, with Bank of America, N.A., as administrative agent
for the lenders, pursuant to which the Lenders made the following
credit facility available to the Debtor: (i) a revolving credit
facility in the original maximum principal amount of $70,000,000;
and (ii) a term loan in the original maximum principal amount of
$75,000,000.  As of Sept. 18, 2015, the Debtor is liable to the
Agent, on behalf of the Lenders, for the Prepetition Indebtedness
in the aggregate amount of at least $44,077,700.

As security for repayment of the Prepetition Indebtedness, the
Agent, for the benefit of the Lenders, holds valid, binding,
enforceable, and properly perfected first-priority liens and
security interest in and on the real estate, the personal property,
the assigned rights, the guarantor stock, and all other assets and
property of the Debtor.

Mr. Lee relates that prior to the Petition Date, the Debtor
undertook negotiations with the Agent with respect to the interim
and limited use of Cash Collateral.  He adds the Agent is willing
to allow the Debtor to use its Cash Collateral on an interim
basis.

The Debtor proposes to provide adequate protection to the Lenders
for the use of the Cash Collateral by, among other things,
providing to the Lenders postpetition replacement liens to the
extent necessary to adequately protect the Lenders from any
diminution in the value of their interests in property of the
Debtor's estates.  To the extent the Replacement Liens do not
provide the Lenders with adequate protection, the Debtor proposes
to allow the Lenders a super-priority claims, subject only to the
Carve-Out.  The Carve-Out includes payment of allowed fees and
expenses of professionals in an amount not to exceed $250,000 and
quarterly fees of the U.S. Trustee.

                     About Haverhill Chemicals

Haverhill Chemicals LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 15-34918) on Sept. 18, 2015.  The
petition was signed by Paul Deputy as chief financial officer.
The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.  Diamond McCarthy LLP
serves as the Debtor's counsel.  The case is assigned to Judge
Marvin Isgur.

The Debtor owns and operated the Haverhill Plant to produce
Phenol, Acetone, Bisphenol A (BPA) and Alpha-Methylstyrene ("AMS")
for sale to its customers.  The chemicals are used to manufacture a
wide variety of chemical intermediates, including phenolic resins,
paint, varnishes, pharmaceuticals, film, epoxy resins, flame
retardants, coatings and heat resistance of polystyrene.


HAVERHILL CHEMICALS: To Maintain DIP Accounts with Bank of America
------------------------------------------------------------------
Haverhill Chemicals LLC requests authority from the Bankruptcy
Court to maintain and use two bank accounts as debtor-in-possession
accounts with Bank of America, N.A., in the same manner and with
the same accounts numbers, styles, and document forms
as those employed prior to the Petition Date, and continue using
its cash management system.

Prior to the Petition Date, the Debtor maintained with Bank of
America a depository operating account and a depository account.
Deposits are made into the Operating Account via wire transfers,
automated clearing house transfers, and deposits of physical
checks.  All of the Debtor's  operating expenses, including
payroll, are paid directly from the Operating Account.

Pursuant to the Third Forbearance Agreement dated as of July 23,
2015, as amended, the Debtor established the Segregated Account
with Bank of America.  On a daily basis Bank of America, in its
capacity as administrative agent under the Debtor's pre-petition
secured credit facility, debits cash held in the Operating Account
that is in excess of the Budgeted Cash and transfers this cash to
the Segregated Account.

In order to supervise the administration of Chapter 11 case, the
Office of the United States Trustee has established certain
operating guidelines for debtors-in-possession.  The U.S.
Trustee Guidelines generally require Chapter 11 debtors to, inter
alia:

   (a) open new bank accounts in a depository approved by the U.S.
       Trustee that are designated as debtor-in-possession
       accounts, with separate DIP Accounts established for an
       operating account, a tax account and a payroll account; and

   (b) deposit all estate funds into an account with a financial
       institution that agrees to comply with the requirements of
       the United States Trustee and is an authorized depository  

       approved by the United States Trustee.  The DIP Accounts
       will be monitored by the United States Trustee and must not

       exceed the insured or collateralized limits of that
       approved depository.


The Debtor seeks a waiver of the UST Requirement that it open DIP
Accounts at a U.S. Trustee approved depository institution.

"The maintenance of DIP Accounts at Bank of America by the Debtor
will not create a material risk of inadvertent payment of
pre-petition claims, will spare the Debtor and its estate
unnecessary expense and administrative burdens, and is in the best
interests of all parties," Kyung S. Lee, Esq., at Diamond McCarthy
LLP, counsel to the Debtor.

Although Bank of America is not on the list of approved
depositories that is kept by the United States Trustee for
this district, the Accounts are FDIC-insured accounts, Mr. Lee
asserts.  

The Debtor believes that any funds deposited in the Accounts at
Bank of America will be safe.  The Debtor also believes that
maintaining the Accounts will be more orderly and less disruptive
to its continuing operations than opening new DIP Accounts.

The Debtor intends to continue to maintain records of all transfers
into or out of the Accounts in the same manner as it did on a
pre-petition basis.  To guard against unauthorized transfers
resulting from the unauthorized post-petition honor of pre-petition
checks drawn on the Accounts, the Debtor will notify Bank of
America of the commencement of this Chapter 11 case and will
instruct them not to honor any checks dated prior to the Petition
Date, other than as expressly authorized by order of the Bankruptcy
Court.

                     About Haverhill Chemicals

Haverhill Chemicals LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 15-34918) on Sept. 18, 2015.  The
petition was signed by Paul Deputy as chief financial officer.
The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.  Diamond McCarthy LLP
serves as the Debtor's counsel.  The case is assigned to Judge
Marvin Isgur.

The Debtor owns and operated the Haverhill Plant to produce
Phenol, Acetone, Bisphenol A (BPA) and Alpha-Methylstyrene ("AMS")
for sale to its customers.  The chemicals are used to manufacture a
wide variety of chemical intermediates, including phenolic resins,
paint, varnishes, pharmaceuticals, film, epoxy resins, flame
retardants, coatings and heat resistance of polystyrene.


HAYES LEMMERZ: "Laber" Suit Remanded to State Court
---------------------------------------------------
Judge Sara Lioi of the United States District Court for the
Northern District of Ohio granted Donald Laber, et al.'s motion to
remand the case to the Summit County Court of Common Pleas, and
denied its request for fees and costs.

In 2006, plaintiffs Donald Laber and Douglas Whack terminated their
employment with HLI Commercial Highway, Inc., a subsidiary of Hayes
Lemmerz International, Inc., by taking advantage of a one-time
voluntary separation agreement entered into between HLI and
defendants, United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union and Local 21.  The Plaintiffs had been members
of the Local and were covered by a collective bargaining agreement
entered into between HLI and the Local.

On February 25, 2013, the plaintiffs brought suit against the
defendants in the state court.  The original complaint contained
two claims, one for breach of contract and a second claim for
tortious interference with contractual and business relations, with
the VSA serving as the foundation for both claims.  It was the
plaintiffs' position that the defendants wrongfully deprived them
of their rights under the VSA when they compromised those rights in
bankruptcy.

The case is DONALD LABER, et al., Plaintiffs. v. UNITED STEEL,
PAPER AND FORESTRY, RUBBER, MANUFACTURING, ENERGY, ALLIED
INDUSTIRAL AND SERVICE WORKERS INTERNATIONAL UNION, et al.,
Defendants, CASE NO. 5:15-CV-55 (N.D. Ohio.).

A full-text copy of Judge Lioi's memorandum opinion and order dated
August 27, 2015, is available at http://is.gd/3Ict2Vfrom
Leagle.com.

The Plaintiffs are represented by:

         Timothy J. Puin
         JANIK LLP
         9200 S Hills Blvd
         Suite 300
         Cleveland, OH 44147
         Tel: (440) 740-3038
         Fax: (440) 838-7601
         Email: timothy.puin@janiklaw.com

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union,
Defendant, is represented by Jeremiah A. Collins, Bredhoff &
Kaiser, Joshua B. Shiffrin, Bredhoff & Kaiser & David M. Fusco,
Schwarzwald McNair Fusco.

Local 2L, United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union,
Defendant, is represented by Jeremiah A. Collins, Bredhoff &
Kaiser, Joshua B. Shiffrin, Bredhoff & Kaiser & David M. Fusco,
Schwarzwald McNair Fusco.

                         About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

The 2009 petition was the Company's second trip to the bankruptcy
court, dubbed a Chapter 22, which was precipitated by an
unprecedented slowdown in industry demand and a tightening of
credit markets.


HCA HOLDINGS: Moody's Raises CFR to Ba2, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded the ratings of HCA Holdings,
Inc., including the Corporate Family Rating to Ba2 from Ba3 and the
Probability of Default Rating to Ba2-PD from Ba3-PD. Concurrently,
Moody's upgraded the ratings on the existing debt instruments at
HCA Holdings, Inc. and its wholly owned subsidiary HCA, Inc.
(collectively "HCA"). HCA's Speculative Grade Liquidity Rating at
SGL-2 was also affirmed.  The rating outlook is stable.

"We expect that HCA's strong presence in the markets it serves will
result in sustainable profitability and contribute to stable cash
flow and solid credit metrics," said Dean Diaz, a Moody's Senior
Vice President.  "While benefits from lower bad debt expense
resulting from the expansion of insurance coverage under the
Affordable Care Act will slow, HCA's geographic and service line
diversification position the company well to adjust to the dynamic
healthcare environment," continued Diaz.

The upgrade of the Corporate Family Rating reflects Moody's
expectation that debt to EBITDA will modestly improve over the next
12 to 18 months as the company continues to grow revenue and
EBITDA.  The upgrade also reflects a greater level of comfort that
HCA will maintain a more conservative financial policy following
the reduction of private equity ownership, the addition of
independent Directors to the company's Board, and the company's
public disclosure of leverage and liquidity targets.  Moody's does
not expect a significant improvement in credit metrics in the near
term given that the company is presently within its stated leverage
target range.  Finally, the rating also reflects the risks
associated with HCA's considerable debt load, its reliance on
government programs as a source of revenue, and the likelihood of
continued acquisition and share repurchase activity.

Following is a summary of Moody's rating actions:

Ratings upgraded:

HCA Holdings, Inc.:
  Corporate Family Rating to Ba2 from Ba3
  Probability of Default Rating to Ba2-PD from Ba3-PD
  Senior unsecured notes to B1 (LGD 6) from B2 (LGD 6)

HCA, Inc.:
  Senior secured ABL revolver to Baa2 (LGD 1) from Baa3 (LGD 1)
  Senior secured revolver to Ba1 (LGD 3) from Ba2 (LGD 3)
  Senior secured term loans to Ba1 (LGD 3) from Ba2 (LGD 3)
  Senior secured notes to Ba1 (LGD 3) from Ba2 (LGD 3)
  Senior unsecured notes to B1 (LGD 5) from B2 (LGD 5)

HCA, Inc. (Oldco)
  Senior unsecured notes to B1 (LGD 5) from B2 (LGD5)

Ratings affirmed:

HCA Holdings, Inc.:
  Speculative Grade Liquidity Rating at SGL-2
  The rating outlook is stable.

RATINGS RATIONALE

The Ba2 Corporate Family Rating reflects HCA's significant scale,
its geographic diversification with strong presence in key markets,
relatively stable cash flows and Moody's expectation of continued
organic growth.  The rating is also supported by Moody's belief
that HCA will remain disciplined with respect to debt financed
shareholder initiatives given the company's publicly disclosed
leverage and liquidity targets and the continued decline in the
ownership and influence of its private equity sponsors. However,
Moody's expects that the company will continue to return capital to
shareholders through share repurchases in lieu of debt repayment.
Further, the ratings also reflect the significant amount of
outstanding debt and ongoing changes to reimbursement levels that
will challenge revenue growth and margin expansion.

The stable rating outlook reflects Moody's view that HCA's
operating performance will continue to modestly improve over the
next 12 to 18 months due to the company's investment in growth
initiatives and continued benefit from the expansion of insurance
coverage.  The outlook also incorporates Moody's expectation that
HCA will maintain a conservative financial policy over the rating
horizon by balancing creditor and shareholder priorities along with
continued investment in growth capital.

Moody's could upgrade the ratings if HCA maintains a conservative
financial policy with respect to large debt funded acquisitions,
shareholder distributions or share repurchases, improves geographic
diversification, and is expected to sustain debt to EBITDA
approaching 3.5 times.

Moody's could downgrade the ratings if financial metrics weaken due
to deteriorating operating performance or material debt financed
shareholder initiatives or acquisitions.  More specifically, the
ratings could be downgraded if debt to EBITDA is expected to be
sustained above 4.5 times.

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

HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc.
(collectively HCA).  Headquartered in Nashville, Tennessee, HCA is
the largest acute care hospital operator in the US, as measured by
revenue.  The company generated revenue in excess of $38 billion,
net of the provision for doubtful accounts, in the twelve months
ended June 30, 2015.



INVENERGY THERMAL: Moody's Hikes Rating on 7-Yr. Sec. Loan to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded Invenergy Thermal Operating I
LLC's proposed seven-year senior secured Term Loan and five-year
senior secured revolving credit facility to Ba3 from B1 following
Invenergy's 37% reduction in the size of first lien Term Loan to
approximately $390 million from $537 million and the addition of
$200 million second-lien Term Loan C.  The revolving credit
facility size remains unchanged at $70 million.  As part of the
revised capitalization, Invenergy's incremental equity contribution
will also be reduced to $50 million from $100 million.  The rating
outlook is stable.

RATINGS RATIONALE

The upgrade to Ba3 primarily reflects the enhanced position of the
first lien lenders within Invenergy's capital structure following
the 37% reduction in the size of the first lien and the
accompanying introduction of $200 million in second lien debt.
While our overall view of Invenergy's consolidated credit profile
remains essentially unchanged, the upgrade recognizes the change in
the relative mix in the company's capital structure and increased
loss absorption in the event of a default.  The Ba3 rating
considers the potential for cash flow volatility that stems from
the portfolio's continued exposure to merchant energy markets as
well as a modestly improved outlook for the portfolio following
Nelson's participation in the recent PJM Interconnection (PJM)
capacity auctions.  The rating also reflects our expectation of
somewhat more robust cash flow credit metrics and more rapid first
lien debt repayment.

Although the overall leverage and interest burden of the portfolio
will be increased by the issuance of higher cost second lien debt,
the increase is essentially offset by a pay-in kind feature on the
second lien notes which leaves mandatory debt service close to the
levels previously assumed.  While Moody's anticipates accrued
interest expense will be about $10 million higher per annum,
mandatory debt service payments will remain virtually unchanged due
to a provision in the second lien credit facility that allows up to
50% of interest due to be paid-in-kind (PIK) if there are
insufficient funds available after payment of the first lien
interest and mandatory principal amortization.  Use of the PIK
feature is allowed up to eight times over the life of the loan;
interest is paid quarterly.

Repayment of the first lien loan will occur via 1% scheduled annual
amortization and by a sweep of 100% of excess cash, after payment
of all of the second lien interest (net of any income tax payable
by Invenergy's parent).  The amount of excess cash applied to debt
repayment will reduce to 75% when Invenergy's total Leverage Ratio
(cash available for holding company debt service to total first and
second lien debt) is below five times.  Application of the 100%
excess cash is made entirely to the first lien debt.  When the
sweep reduces to 75%, the 25% remainder would be applied first to
any second lien PIK interest that has accrued, and then, at
Invenergy's option, to the repayment of second lien debt.  Due in
part to the priority position of the first lien loan in the cash
flow waterfall, and the reduced first lien quantum, debt repayment
occurs somewhat more rapidly than anticipated at the time of our
initial rating in July.  Under the Moody's case, Moody's now
anticipates around 40% of the first lien debt could be outstanding
at maturity, versus approximately 70% under the original structure
launched in July.  On a consolidated basis, assuming 25% of excess
cash is applied to repay second lien debt as permitted (rather than
distributed to equity), we now anticipate about 60% of total debt
could be outstanding at maturity under the Moody's case.

Notwithstanding the existence of long-term contractual cash flow
within the group, the ratings acknowledge the less predictable
nature of this portfolio as over the next few years approximately
50% of its cash available to service holding company debt (after
the payment of debt service at four fully contracted projects), is
expected to be generated from the sale of energy into volatile
merchant wholesale markets.  That said, the rating also recognizes
improved revenue generating prospects of the portfolio following
Invenergy's attainment of firm gas transportation for the Nelson
project and successful participation in the latest PJM base
residual auction and Capacity Performance transition auctions.  The
August transitional auction for the 2016/2017 delivery period
cleared at $134 / MW-day versus the $59.73 / MW-day Nelson was
previously awarded in the base auction; this results in additional
revenue of approximately $12.7 million.  The 2017/2018 interim
auction cleared at $151.5 / MW-day versus a prior award of $120 /
MW-day while the plant cleared the 2018/2019 base residual capacity
performance auction in the Com Ed zone at $215 / MW-day. Invenergy
expects to have some type of additional outage insurance or
mitigation strategy in place prior to the beginning of the
2016/2017 delivery year to mitigate the exposure to the penalties
for non-performance associated with PJM's capacity performance
product.

Overall, assuming all of the interest on the second lien notes is
paid currently, and considering the improved revenue generating
prospects of the portfolio, projected credit metrics are expected
to be somewhat stronger than at the time of our July 2015 initial
rating.  For example, over the next few years, we anticipate
Invenergy's consolidated ratio of cash flow from operations to debt
and its debt service coverage ratios will be at the low end of the
"B" scoring ranges identified in our rating methodology for
non-amortizing Power Generation projects.

Rating Outlook

The rating outlook for Invenergy is stable reflecting our
assumption that the recently completed Nelson and Ector plants will
generally operate as anticipated.  The outlook assumes there will
be sufficient liquidity to cover potential cash flow shortfalls
that may arise from unexpected shake-out issues, or lower energy
margins.  The outlook assumes the balance of the projects will
continue to demonstrate solid operating performance.

What could make the rating go up

Although not likely in the near term, upward pressure on the rating
could develop if Invenergy were to contract for a larger percentage
of its cash flow or if debt repayment occurs as expected and no
incremental leverage is added such that Invenergy's consolidated
ratio of funds from operation to debt were to remain above 12% and
cash flow coverage of total debt service its debt service coverage
ratio were to remain above 2x on a sustained basis.

What could make the rating go down

Given the reliance on Nelson or Ector, if these plants were to
experience an inordinate amount of shake-out issues, there could be
downward pressure on the rating.  Downward pressure on the rating
could also develop if there were to be material operating or other
issues that resulted in leveraged projects being unable to
distribute cash to Invenergy, particularly St. Clair.  In the event
cash shortfalls were to be in excess of amounts available from the
liquidity reserve or revolving credit facility, or if there were to
be a prolonged use of the second lien PIK feature, there would
likely be downward pressure on the rating.  A consolidated ratio of
cash from operations to total debt remaining below 5%, or
consolidated cash flow coverage of debt service remaining below
1.3x could put downward pressure on the rating.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and projected cash flow and credit metrics that are
consistent with our current expectations.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.

Invenergy holds Invenergy Clean Power LLC's interests in a
portfolio of six gas-fired plants located throughout the United
States and Canada.  Three of the projects are wholly owned (St.
Clair (584 MW, Ontario), Nelson (584 MW, Illinois) and Ector (330
MW, Texas)) while the other three (Cannon Falls (357 MW,
Minnesota), Spindle Hill (314 MW, Colorado) and Hardee 370 MW,
Florida)) are joint ventures in which Invenergy holds a 51% share.



JOE'S JEANS: Carl Marks Was Investment Banker in Sale
-----------------------------------------------------
Carl Marks Securities LLC acted as investment banker and chief
restructuring advisor to denim retailer Joe's Jeans Inc. on two
transactions, the first of which closed on September 11 and
involved the sale of the Joe's(R) brand and substantially all of
its operating assets to Sequential Brands Group, Inc. and Global
Brands Group Holding Limited.  The transaction generated net
proceeds of approximately $80 million.

The second transaction, involving the merger of the remaining
Hudson business with the parent company of Robert Graham, RG Parent
LLC, a nationally recognized fashion brand, is expected to close in
Q4 of 2015.

"We are very pleased to have brought the sale of Joe's Jeans assets
and brand to a successful conclusion, leveraging once again our
unique, combined offerings of restructuring and investment banking
expertise," said Evan Tomaskovic, CEO of Carl Marks Securities.
"Despite headwinds that continue to impact the retail environment,
we have been able to reposition Joe's Jeans as an attractive
business opportunity," said President of Carl Marks Securities.

"The Carl Marks team worked tirelessly to help provide a favorable
outcome to Joe's Jeans and our shareholders," added Sam Furrow,
Chairman of the Board and Interim Chief Executive Officer at Joe's
Jeans Inc.  "Their operational and transactional expertise were
valued greatly by us."

Akin Gump Strauss Hauer & Feld LLP acted as legal counsel to Joe's
Jeans, with a team led by Russell W. Parks Jr. and Erica McGrady.

                  About Carl Marks Securities

Carl Marks Securities LLC -- http://www.carlmarksadvisors.com-- is
the broker-dealer affiliate of Carl Marks Advisors Group LLC.  The
Company provides sophisticated financial advisory services related
to private placement of debt and equity capital.

Serving middle market companies, the Company provides a broad range
of capital market alternatives as they seek financing for growth,
mergers or acquisitions, restructurings or other purposes.

Carl Marks Securities LLC is a member FINRA and SIPC.

                       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.



LEHMAN BROTHERS: Court Grants Summary Judgment for Ernst & Young
----------------------------------------------------------------
Judge Lewis A. Kaplan of the United States District Court for the
Southern District of New York granted summary judgment in favor of
Ernst and Young, LLP, dismissing the complaint filed by Arthur N.
Abbey.

Arthur N. Abbey suffered large losses as a result of the collapse
of Lehman Brothers Holdings, Inc., in the 2008 financial crisis.
He did not incur those losses, however, because he purchased
securities of Lehman.  Rather, he purchased 3,600 five-year
cash-settled call warrants designed to track the performance of an
investment fund known as Highbridge Capital, L.P.  Lehman issued
the Warrants and served as the redeeming obligor, meaning that
Abbey was exposed to Lehman's credit risk.  The warrants became
worthless after Lehman became bankrupt.

Abbey initially sued Richard Fuld, Lehman's former chairman and
chief executive officer, Christopher O'Meara, Lehman's former chief
financial officer, comptroller, and head of risk management, and
Ernst & Young LLP, Lehman's auditor.  He asserted that (i) all
three defendants violated Section 10(b) of the Securities Exchange
Act of 19344 and Rule 10b-5 thereunder, (ii) Fuld and O'Meara were
liable under Section 20(a) of the Exchange Act, and (iii) all three
defendants committed fraud under New York common law.

The sole remaining defendant, EY, moved for summary judgment
dismissing the complaint.

Abbey asserted that the warrants were extremely illiquid because
they were not listed on any securities exchange or quotation
system, there was no guarantee that a secondary market in the
Warrants would develop, and Lehman had no obligation to make a
market or undertake market-making activities for the warrants.

Judge Kaplan held that Abbey had litigated the case on a theory of
causation that simply is not tenable. He further held that because
Abbey has failed to come forward with admissible evidence
sufficient to raise a genuine issue of material fact regarding loss
causation summary judgment should be granted in favor of EY. Judge
Kaplan contends that because loss causation is an essential element
of both a securities fraud claim and Abbey's common law fraud
claim, the complaint must be dismissed.

The case is In re: LEHMAN BROTHERS SECURITIES AND ERISA LITIGATION,
This document applies to: Arthur N. Abbey v. Ernst & Young LLP,
NOS. 09-MD-2017 (LAK), 11-CV-4278 (LAK)(Bankr. S.D.N.Y.).

A full-text copy of Judge Kaplan's Memorandum Decision dated
September 10, 2015 is available at http://is.gd/5vJfr4from
Leagle.com.

Arthur N. Abbey is represented by:

          Stephen T. Rodd, Esq.
          Jeremy Nash, Esq.
          Julie Sullivan, Esq.
          ABBEY SPANIER, LLP
          212 East 39th Street
          New York, NY 10016
          Telephone: (212)889-3700
          Email: srodd@abbeyspanier.com
                 jnash@abbeyspanier.com

Ernst & Young LLP is represented by:

          Miles N. Ruthberg, Esq.
          Jamie L. Wine, Esq.
          Kevin M. McDonough, Esq.
          LATHAM & WATKINS LLP
          885 Third Avenue
          New York, NY 10022-4834
          Telephone: (212)906-1688
          Email: miles.ruthberg@lw.com
                 jamie.wine@lw.com
                 kevin.mcdonough@lw.com

                   About Lehman Brothers

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

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

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

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

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

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


LEHMAN BROTHERS: Unit Sues US Bank Over Terminated Swap Deal
------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that an affiliate of
Lehman Brothers Holdings Inc. has filed an adversary case in New
York bankruptcy court claiming U.S. Bank Trust NA falsely
terminated an interest rate swap agreement and pocketed the
termination fee after Lehman went bankrupt in 2008.

Lehman Brothers Special Financing Inc. alleged in a suit filed
Friday that U.S. Bank Trust NA, as the trustee for a $25 million
trust, unlawfully terminated an interest rate swap in September
2008 when Lehman Brothers Holdings filed for Chapter 11 bankruptcy.


                     About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHR CONSTRUCTION: Liquidating Plan Set for Oct. 14 Hearing
-----------------------------------------------------------
The Chapter 11 trustee for Lehr Construction Corp. is set to seek
confirmation of a proposed plan of liquidation on Oct. 14, 2015 at
10:30 a.m. after it obtained approval of the explanatory disclosure
statement early this month.

In his Sept. 3 order approving the disclosure statement, Judge Sean
H. Lane set an Oct. 5 deadline for filing objections to
confirmation, and for submission of ballots.  The court-approved
procedures provide that the Debtors will send solicitation packages
to holders of claims in Classes 1, 3, and 4 by Sept. 4.

Jonathan L. Flaxer, the Trustee, filed a proposed Plan of
Liquidation and explanatory Disclosure Statement on June 22, 2015.
A day before the Sept. 1 hearing, he submitted an Amended
Disclosure Statement.

According to the Amended Disclosure Statement, the Trustee has
monetized assets for the benefit of the estate, including
completing construction projects, and commencing and settling
litigation and potential causes of action.  As of June 22, 2015,
the Estate currently holds approximately $2,500,000 as a result of
the Trustee's efforts.

The Plan provides that after the Effective Date of the Plan, the
Plan Administrator, on behalf of the Liquidating Debtor, will,
inter alia, distribute the available assets of the Liquidating
Debtor in accordance with the Plan, and pursue the remaining assets
of the Liquidating Debtor, which primarily consists of monies held
by The Travelers Indemnity Company to secure the Debtor's
obligation to reimburse Travelers for personal injury, property
damage, and workers compensation claims covered by Travelers'
insurance policies providing coverage to the Debtor, as well as a
claim against Travelers for return of premium.

The Plan contemplates that the Trustee, Mr. Flaxer, will serve as
Plan Administrator.

The estimated recoveries under the Plan are:

  -- Unclassified claims, comprised of ordinary administrative
claims estimated at $450,00 to $650,000, professional fees of $2.45
million, and trustee's commission of approximately $806,000, will
be paid in full on the effective date of the Plan.

  -- Holders of the Travelers claim (Class 1) will receive no
distribution from the Estate and the allowed amount of such claim,
if any, will be satisfied by the Travelers cash collateral.  

  -- Holders of non tax priority claims (Class 2) estimated at
$50,000 are expected to recover 100% of their claims.  

  -- Holders of customer claims (Class 3) estimated at $7.2 million
will recover 10% to 15% of their claims from the restitution fund.


  -- Holders of general unsecured claims (Class 4) totaling $6
million to $7.5 million are estimated to receive 3% to 10% of their
claims (not including any amounts received by holders of Filed
Customer Claims from the Restitution Fund).  

  -- Holders of subordinated claims (Class 5) totaling $9.4 million
and holders of equity securities (Class 6) are not anticipated to
receive any recovery.

A black-lined copy of the Amended Disclosure Statement filed Aug.
31, 2015, is available for free at:

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

                     About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients.

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  The Debtor estimated its
assets and debts at $10 million to $50 million.  

The Debtor tapped James A. Beldner, Esq., at Cooley LLP, as
bankruptcy counsel.  Rust Consulting/Omni Claims Agent serves as
claims and noticing agent.

Jonathan Flaxer was appointed Chapter 11 Trustee for Lehr
Construction.  He is represented by Douglas L. Furth, Esq., at
Goldenbock Eiseman Assor Bell & Peskoe LLP, in New York.  Wolf
Haldenstein Adler Freeman & Hertz serves as conflicts counsel to
the trustee.  Marotta Gund Budd & Dzera, LLC, serves as trustee's
financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured Creditors
in the Debtor's case.  Fred Stevens at Klestadt & Winters, LLP
represents the Committee.


MARTIN MIDSTREAM: S&P Affirms 'B+' CCR, Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit and 'B-' senior unsecured debt ratings on U.S.
midstream energy partnership Martin Midstream Partners L.P.  The
'6' recovery rating is unchanged.  The '6' indicates recovery of
"negligible" recovery (0%-10%) if a default occurs.  The outlook is
negative.

Martin's stand-alone financial measures remain elevated due to
challenging industry conditions and limited equity capital
issuances over the past few quarters.  S&P now expects the
partnership's debt to EBITDA ratio will be in the 5x to 5.5x range
and distribution coverage will be at around 0.9x through 2016.  In
S&P's view, Martin has limited growth opportunities compared with
peers due to a high cost of capital and a relatively stretched
balance sheet.  A few smaller projects, however, including its
Arcadia Rail Terminal expansion, should add to cash flow.  Nearly
all of Martin's cash flows have no direct commodity price exposure,
but S&P expects low crude oil prices to reduce systemwide volumes.

"We revised Martin's financial risk profile to 'highly leveraged'
from 'aggressive', reflecting our expectations that financial
leverage will be in the 5x to 5.5x range in 2015 and 2016," said
Standard & Poor's credit analyst Nora Pickens.

Under S&P's base case forecast, it assumes lower annual volumes
related to terminals and marine transportation assets, minimal
growth capital spending, and natural gas storage revenues equal to
Martin's take-or-pay commitments.  Based on these assumptions, S&P
believes Martin will achieve EBITDA between $180 million and $200
million, debt to EBITDA of about 5x, and EBITDA to interest of 4x
in 2016.  Similar to 2015, S&P expects 2016 distribution coverage
to be less than 1x, which is weak for the rating.

S&P continues to assess Martin's business risk profile as "weak".
The partnership's small size, limited geographic diversity,
fee-based contract profile, and expertise handling of certain
specialty products characterize the weak business risk profile.
Martin's main business lines consist of terminalling and storage
(50% of estimated 2015 EBITDA), natural gas services (25%), sulfur
services (15%), and marine transportation (10%).  While S&P
believes Martin's terminalling and storage assets provide
relatively stable cash flows from a mostly fee-based contract mix,
volume risk is present and S&P expects weak oil prices will soften
demand in this segment over the next 12 months.  The partnership's
specialized inland terminals, which handle products such as molten
sulfur and asphalt, should partially offset this dynamic.

The negative outlook reflects S&P's view that low commodity prices
and challenging industry conditions could lead to weak financial
measures for a sustained period.  S&P currently forecasts debt to
EBITDA of 5x to 5.5x in 2016, but recognize that results will be
influenced by industry conditions and the partnership's ability to
successfully execute its strategy.



MAUDORE MINERALS: Extends CCAA Relief Until February 2016
---------------------------------------------------------
Maudore Minerals Ltd. on Sept. 22 disclosed that the Superior Court
of Quebec has granted an order extending the relief obtained under
the Companies' Creditors Arrangement Act to February 29, 2016.  The
extension was supported by Deloitte Restructuring Inc. (formerly
Samson Belair/Deloitte & Touche Inc.), which acts as monitor in the
proceedings under the CCAA.

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



MEGA RV CORP: Liquidating Plan Confirmed at Sept. 16 Hearing
------------------------------------------------------------
The Second Amended Joint Chapter 11 Plan of Liquidation filed by
Debtor and Official Committee of Unsecured Creditors Dated Aug. 4,
2015 filed by Mega RV Corp., and the Official Committee of
Creditors was confirmed by the bankruptcy judge at a hearing on
Sept. 16, according to the case docket.

Following hearings on July 27 and Aug. 3, Judge Mark S. Wallace on
Aug. 5, 2015 entered an order approving the Second Amended
Disclosure Statement and setting a Sept. 16 hearing to confirm the
Plan.  The order set a Sept. 4 deadline for submitting ballots.

James C. Behrens, Esq., at Greenberg Glusker Fields Claman &
Machtinger LLP, general counsel for the Creditors Committee, and
serving as ballot tabulator, said in a declaration that:

  -- GE Commercial Distribution Finance, with a $31.5 million claim
in Class 1(a), voted to accept the Plan;

  -- No ballots were received from HWH Corporation's Class 1(b)
claim, and American Express Bank's Class 1(c) claim;

  -- Portfolio General Management Group, with a $1.19 million claim
in Class 1(d) and a $1.09 million claim in Class 1(e), and Roadtrek
Motor Homes, with a $455,000 claim in Class 1(f), voted to reject
the Plan;

  -- No ballots were received for Reyna Capital Corp.'s claim in
Class 1(g), and Southern California Auto Auction's claim in Class
1(h).   

  -- Bank of America, with a $1.14 million claim in Class 1(i),
voted to accept the plan.

  -- 25 valid votes accepting the Plan were received from holders
of customer claims and warranty claims in Class 3 totaling
$710,000.

  -- As for general unsecured creditors in Class 4, 23 valid votes
accepting the Plan were received from holders of claims totaling
$5.13 million, and 2 valid votes rejecting the Plan were received
from holders of claims totaling $2.61 million.

As reflected in the ballot tally, the submitted ballots received
reflect that Class 1(a), Class 1(i) and Class 3 each accepted the
Plan, and that Class 1(d), Class 1(e), Class 1(f), and Class 4
rejected the Plan.

The judge ordered that the status conference is continued to Dec.
16, 2015, at 9:00 a.m.

                        Roadtrek Objection

Roadtrek Motorhomes submitted an objection to the Disclosure
Statement.  After reviewing pleadings filed with respect to the
Roadtrek, matter, Judge Wallace ordered that the Disclosure
Statement will be modified to provide:

"Roadtrek strongly believes that it has no liability for money
damages to Mega RV in the State Court or Federal Court litigation.
Roadtrek strongly believes that the Court of Appeals will affirm
the New Motor Vehicle Board's and Superior Court's decisions
allowing the termination of Mega RV's dealer agreements with
Roadtrek.  Roadtrek believes that Mega RV owes Roadtrek over
$600,000, net of amounts owed to Mega RV for warranty and parts.
Roadtrek also has other claims in the Federal Court Action that it
believes will result in an award of damages against Mega RV in
excess of $1.5 million.  Roadtrek contends that the damages range
referenced above by Mega RV is not from an expert in the Roadtrek
Litigation, rather it was from a case between Mega RV and Mike
Thompson RV which was dismissed with prejudice by Mega RV."

An objection filed by Portfolio General Management to the
Disclosure Statement was overruled.

                         Liquidating Plan

Filing of a liquidating plan was made possible by a global
settlement with GE Commercial Distribution Finance Corporation
("CDF"), which, prepetition, extended credit to the Debtor to
obtain and sell RVs.

On Nov. 24, 2014, the Debtor entered into a settlement agreement
(the "CDF Agreement") providing for, among other things, the
liquidation of certain assets by the Debtor's largest secured
creditor, CDF, the subordination of claims held by the Debtor's
President, Brent McMahon ("McMahon"), and the proposal by the
Creditors Committee and the Debtor of a joint liquidating plan of
reorganization to liquidate the Debtor's remaining assets.  The
global agreement is expected to provide up to $4,700,000 to fund
the Plan.  

The Plan treats claims and interests as follows:

  -- On account of its secured claim (Class 1(a)), CDF has released
from its collateral to the state the amounts obtained from the
liquidation and monetizing of certain inventory, contracts in
transit, and FFE, with the amount of the proceeds capped at
$4,700,000.

  -- HWW Corporation (Class 1(b)), American Express (Class 1(c)),
Portfolio General Management Group (Classes 1(d) and Class 1(e)),
and Roadtrek (Class 1(f)), Reyna Capital Corporation (Class 1(g)),
and Southern California Auto Auction (Class 1(h)) are treated as
general unsecured creditors in Class 4.  As of the Petition Date,
CDF was undersecured, as a result of which pursuant to 11 U.S.C.
Sec. 506, all secured creditors junior to the CDF lien were
completely unsecured and of no value.

  -- The Class 1(i) Creditor, Bank of America, is treated as having
an Allowed secured claim in the amount of $75,000 secured by those
certain bank accounts at Bank of America.  The balance of the Claim
will be treated as a pro rata share with Class 4 creditors, to the
extent the Claim is allowed.

   -- Each holder of priority non-tax claims in Class 2(a), which
includes Claims for wages, salaries, commissions, including
vacation, severance and sick leave pay, earned by an individual
within 180 days before the Petition Date, not to exceed $12,475,
will receive cash in an aggregate amount equal to the claim on the
Effective Date.  Each holder of priority non-tax claims in Class
2(b), which include unsecured claims for deposits by individuals
arising from the deposit before the Petition Date of money in
connection with the purchase, lease or rental of property from the
Debtor, or the purchase of services from the Debtor including
Warranty Claims, not to exceed $2,775, will receive in an aggregate
amount equal to the claim on the Effective Date.

  -- Each holder of customer claims and warranty claims in Class 3
will receive (w) the pro rata share with Class 5 creditors, to the
extent its Claim is allowed; (x) payment to the Holder of the sale
or disposition proceeds of the collateral securing the claim, if
any, to the extent of the value of the collateral securing such
claim, if any; (y) surrender to the claim the collateral securing
the claim, if any; or (z) such other treatment as is agreed to
among the claim and the Liquidating Trustee that does not use
Assets that are payable to other creditors.

  -- General unsecured claims in Class 4 will a pro rata share of
the liquidation trust net proceeds, based upon the amount of such
liquidation trust interest to the extent provided in the Plan.

  -- Subordinated claims in Class 5, which include the Claims of
McMahon, MIC Investments Company, LLC, McMahon's Rentals, LLC.,
Kinsale, LLC., and Nevada Street, LLC, will be subordinate and
subject in right and time of payment, to the prior payment in full
of all senior classes.

  -- The equity interests of McMahon (Class 6) will be deemed
cancelled on the Effective Date and McMahon shall receive no
distributions or any property under the plan on account of such
interests.

                       Feasibility Analysis

The Debtor expects to have (a) enough cash on hand on the Effective
Date of the Plan to pay all the claims and expenses which are
entitled to be paid on such date, and (b) enough cash over the life
of the Plan to make the required Plan payments.

As of the Effective Date, the Debtor projects to have available on
the Effective Date between $2,272,000 and $2,585,000 depending on
the recovery from contracts in transit and sales of inventory.  The
Debtor anticipates realizing during the administrative period prior
to the Effective Date an additional amount on account of the sale
of inventory, ranging from $466,000 to $696,000, and an additional
$494,000 on account of closing CIT transactions through the
Effective Date.  Through the Effective Date, the Plan Proponents
estimate that at least an additional $300,000 in Professional Fee
Claims will accrue.  Total expenses and Plan obligations to be paid
as of the Effective Date are projected not to exceed $1,700,000.
Accordingly, the Debtor anticipates having excess cash of between
$572,000 and $585,000 after payment of obligations due as of the
Effective Date.

In regard to avoidance actions, the Debtor's bankruptcy schedules
reflect payment to creditors within the 90 days prior to the
Petition Date in excess of $5,000,000 (excluding payments to CDF.)
The Debtor has not yet performed an analysis of preference
recoveries but projects likely preference recoveries ranging from
$200,000 to $1 million.  The Plan Proponents estimate that the
recovery from the Roadtrek Litigation, net of fees, will range from
$2,160,000 to $3,240,000.  Another projected source of recovery is
a $250,000 payment to the Liquidating Trustee under the CDF
Settlement (the "Holdback Amount").  Finally, the Plan contemplates
that that the priority tax payment will be paid in three years to
coincide with the litigation recoveries.

A copy of Debtor's and the Committee's memorandum in support of
confirmation of the Plan is available for free at:

       http://bankrupt.com/misc/Mega_RV_2nd_Am_Plan_Brief.pdf

A red-lined copy of the Second Amended Disclosure Statement
describing the Second Amended Joint Chapter 11 Plan of liquidation
filed Aug. 4, 2015 is available for free at:

       http://bankrupt.com/misc/Mega_RV_2nd_Am_DS.pdf

                        About Mega RV Corp.

Mega RV Corp. was formed on Dec. 12, 2000 and operated as McMahon's
RV until April 2014.  Brent McMahon is the Debtor's CEO and 100%
shareholder.  From 2000 until 2014, the Debtor sold and serviced
new and used RVs throughout Southern California, with locations in
Westminster, Colton, and Palm Desert.  The flagship dealership was
located in Westminster, California, and satellite dealerships were
located in Colton, California, and Palm Desert, California.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014.  Judge Mark S Wallace
presides over the case.  The Debtor estimated assets and
liabilities of at least $10 million.  

The Debtor tapped Goe & Forsythe, LLP, as bankruptcy counsel;
GlassRatner Advisory & Capital Group, LLC, as financial advisor;
Brown Rudnick LLP as special litigation counsel; and The Law
Offices of John A. Belcher as special litigation counsel.

The U.S. Trustee appointed (1) Bank of the West; (2) Forest River,
Inc., and (3) Winnebago Industries, Inc., to the Official Committee
of Unsecured Creditors.   The Committee retained Greenberg Glusker
Fields Claman & Machtinger LLP as its general bankruptcy counsel.


MITEL NETWORKS: S&P Puts 'B+' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Ottawa-based telephony hardware and software provider Mitel
Networks Corp., including its 'B+' long-term corporate credit
rating on the company, on CreditWatch with negative implications.

"The CreditWatch placement follows recent financial results that
have been materially weaker than our expectations due to ongoing
competitive pressures in the telephony business, foreign exchange
headwinds related to the company's large European presence, and
slower-than-expected product deployments at customers of the
company's mobile division," said Standard & Poor's credit analyst
David Fisher.  "We believe the shortfall in operating performance
has caused covenant headroom to tighten significantly," Mr. Fisher
added.

S&P understands that management is working on measures to provide
near-term covenant relief.

The CreditWatch placement reflects S&P's belief that headroom on
Mitel's debt-to-EBITDA covenant could remain below 10% at upcoming
measurement periods if Mitel fails to obtain covenant relief, and
could tighten further if Mitel's operating performance remains
pressured.

S&P bases its rating on Mitel on its "weak" business risk profile
and "significant" financial risk profile assessments on the company
and S&P's "less than adequate" liquidity assessment.  S&P revised
its liquidity descriptor to "less than adequate" from "adequate" to
reflect forecast covenant headroom below 10%.  S&P also revised its
comparable rating analysis modifier to "neutral" from "negative"
because S&P believes that the challenges involved in the Mavenir
Systems Inc. acquisition are now addressed in S&P's liquidity score
and the CreditWatch placement.

The CreditWatch placement reflects the possibility of a downgrade
if Mitel's covenant headroom does not improve in the near term.
S&P will monitor the success of the company's covenant headroom
improvement initiatives and its operating performance.  S&P plans
to resolve the CreditWatch once it has further clarity on these
issues.



NICHOLS CREEK: Amended Liquidating Chapter 11 Plan Withdrawn
------------------------------------------------------------
Nichols Creek Development, LLC, in August notified the U.S.
Bankruptcy Court for the Middle District of Florida that it is
withdrawing its Amended Chapter 11 Plan of Liquidation and Amended
Disclosure Statement.

The Debtor had proposed plan of liquidation that intends to pay off
secured creditors from the proceeds of the auction for its 270-acre
property in Jacksonville, Florida.  The auction was to be held
within 90 days following confirmation of the Plan.

Whitney Bank, formerly known as Hancock Bank, a secured creditor
and first priority mortgage holder against the Debtor's Nichols
Creek Property, filed an objection to the Amended Plan and
Disclosure Statement.  Hancock said that the Amended Plan is
patently unconfirmable because Hancock, the holder of two impaired
classes of claims, will not vote to accept the Amended Plan.

Hancock has a pending motion seeking dismissal of the Debtor's
Chapter 11 case.  Hancock is claiming that the Debtor is a single
assets real estate with no hope or ability proposing a viable,
confirmable plan of reorganization.  The Court on Aug. 24, 2015,
held a final evidentiary hearing on the motion.  As of Sept. 21,
the Court has not entered an order dismissing the case.

Meanwhile, Hancock, citing excusable neglect, filed a motion for
reconsideration with respect to the Court's order sustaining the
Debtor's objections to Hancock's Claim No. 4 and Claim No. 5.  At
the behest of Hancock, Judge Jerry A. Funk on Sept. 3, 2015,
entered an order rescinding his previous order sustaining the
Debtor's objections Whitney's claims.  The judge ruled that the
Debtor, Hancock, or the Court on its own initiative may schedule a
hearing on Hancock's Amended Proof of Claim No. 4 and Amended Proof
of Claim No. 5, the Debtor's Claim Objections, and Hancock's
Responses in Opposition to the Debtor's Claim Objections.

                      About Nichols Creek

Nichols Creek Development, LLC, sought Chapter 11 bankruptcy for
protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26, 2014,
in Jacksonville, Florida.  R.L. Mitchell signed the petition as
member manager.  

The Debtor owns 270+ acre parcel of river front real property
commonly known as 9595 New Berlin Road Court, Jacksonville,
Florida.  In its schedules, the Debtor said the property is valued
at $21.8 million and pledged as collateral to secured creditors
owed a total of $11.6 million.

The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's
counsel.


NORTEL NETWORKS: Denial of Bid to Amend Demel Deal Affirmed
-----------------------------------------------------------
Judge Leonard P. Stark of the United States District Court for the
District of Delaware affirmed the Bankruptcy Court's August 18,
2014 Order denying Ernest Demel's motion to amend a settlement
agreement he entered into with Nortel Networks Inc.

Nortel Networks and various affiliates and subsidiaries filed a
petition for chapter 11 bankruptcy relief in the United States
Bankruptcy Court for the District of Delaware on January 14, 2009.


Demel, a former employee of one of Nortel's subsidiaries, initiated
an action in the United States District Court for the Southern
District of New York seeking to recover long-term disability
benefits and disability pension benefits from his former employer's
benefits plans.  After Nortel filed for bankruptcy, Demel
additionally filed a proof of claim against Nortel's bankruptcy
estate based on those same benefits in the amount of
$1,924,557.70.

Demel, entered into a settlement agreement with Nortel regarding
his proof of claim. Under the settlement agreement, Demel was
allowed general unsecured claim for $125,000 against Nortel's
estate. In exchange, Demel agreed to release all other claims he
may have had against Nortel and the various benefits plans. The
Bankruptcy Court approved the Settlement in its October 14, 2010
Order ("the Settlement Order").  The employee benefit plan entities
also settled their claims against Nortel on behalf of all long-term
disability claimants.  The benefit plans released Nortel and all
third parties from liability arising from those long-term benefits,
in return for Nortel granting the "LTD Committee"  an allowed
unsecured claim against its estate. Demel was unsuccessful in
recovering payment for his $125,000 allowed claim in the Southern
District of New York.

Demel filed a Motion to Amend the Settlement ("the Motion"). In
that Motion, Demel requested that the Bankruptcy Court amend the
Settlement in three ways: (1) remove the word "No" from the
subheading of clause(titled "No Transfer") in order to signal to
potential claim purchasers that his claim is transferable; (2)
amend the settlement amount, which in his view is unconscionable;
and (3) amend the clause that permitted the Debtors to transfer his
LTD Claim to Nortel's general unsecured register. The Bankruptcy
Court issued its August 19, 2014 Order ("the Order") granting
partial relief on Demel's first request and denying his second and
third requests.  Demel filed a timely notice of appeal from that
Order to the Court.  He argued that the Bankruptcy Court erred by
failing to amend the Settlement.

Judge Stark held that the Bankruptcy Court did not err in denying
Demel's Motion to Amend. He concluded that the Bankruptcy Court's
decision not to amend the Settlement on this basis was not
unreasonable or arbitrary and, therefore, the Bankruptcy Court did
not abuse its discretion.

The case is IN RE: NORTEL NETWORKS, INC., et al, Debtors. ERNEST
DEMEL, Appellant, v. NORTEL NETWORKS, INC., et al., Appellees,
BANKR. CASE NO. 09-10138-KG, CIV. NO. 14-1215-LPS.

A full-text copy of Judge Stark's Memorandum Order dated September
10, 2015 is available at http://is.gd/7n1M94from Leagle.com.

Nortel Networks Inc., et. al. are represented by:

          Derek C. Abbott, Esq.
          Tamara K. Minott, Esq.
          Morris, Nichols, Arsht & Tunnell LLP
          1201 North Market Street, 16th Floor
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Telephone: (302)351-9357
          Facsimile: (302)42504664
          Email: dabbott@mnat.com

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


OLIN CORP: Moody's Affirms Ba1 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating (CFR) and Ba1-PD probability of default rating (PDR) of Olin
Corporation (Olin), the ultimate holding company of the subsidiary
guarantors to the group's senior credit facilities and senior
unsecured debt obligations.  Concurrently, Moody's has assigned a
Ba1 rating to Blue Cube Spinco Incorporated's (Spinco) proposed
$1.5 billion senior unsecured notes (new notes) which will be
guaranteed by Olin on a senior unsecured basis.  The proposed new
notes will be comprised of two $750 million senior unsecured
issues, one due in 2023 and the other due in 2025.  Olin has stated
that proceeds from the new notes will be used as part of the
financing for the proposed combination Olin and the Dow Chemical
Company's (Dow, Baa2 stable) chlor-alkali business known as Dow
Chlorine Products (DCP, unrated).  The rating outlook is stable.

In late March 2015, Olin and Dow announced a definitive agreement
that will see Olin acquire Dow's U.S. chlor-alkali, global epoxy
and global chlorinated organics businesses (Dow's chlor-alkali
business) for a total consideration of approximately $5.0 billion.
Olin stated that the acquisition will initially be financed with a
combination of debt, equity, and cash.  The transaction, which has
now received shareholder and regulatory approval, is expected to
close by mid-October 2015.

"Olin's historically conservative financial policies and financial
leverage, which had been areas of strength, will now be weak for
the rating.  Additionally, the integration risk associated with
such a large, transformative acquisition will weigh on Olin's
business profile through at least the first half of 2017.  On the
other hand, Olin's scale, as well as product and geographic
diversity, which had been a primary risk for Moody's, will improve
significantly with the acquisition.  Ultimately, these improvements
and Olin's stated commitment to leverage reduction, are expected to
support Olin's Ba1 rating going forward," says Anthony Hill, a
Moody's Vice President -- Senior Credit Officer and lead analyst
for Olin.

Below is a full list of Olin ratings affected by the actions.

Affirmations:

Issuer: Olin Corporation
  Corporate Family Rating, Affirmed Ba1
  Probability of Default Rating, Affirmed Ba1-PD
  Sr. unsecured notes due 2016, Affirmed Ba1 (LGD4)
  Sr. unsecured notes due 2022, Affirmed Ba1 (LGD4)
  Industrial Revenue bonds due 2016, Affirmed Ba1 (LGD4)
  Industrial Revenue bonds due 2017, Affirmed Ba1 (LGD4)

Assignments:

Issuer: Blue Cube Spinco Incorporated
  Sr. unsecured notes due 2023, Assigned Ba1 (LGD4)
  Sr. unsecured notes due 2025, Assigned Ba1 (LGD4)

RATINGS RATIONALE

Pro forma for the acquisition of Dow's chlor-alkali business,
Olin's financial leverage is expected to be weak for the Ba1
rating.  Olin indicated that it will incur approximately
$3.2 billion in additional debt as a result of the acquisition.  At
the close of the transaction, we expect Olin's leverage to be
around 5.0x debt/EBITDA, which is weak for the Ba1 rating. However,
the company, which has historically maintained a conservative
leverage profile, is expected to reduce debt over the next 18 - 24
months to just below 3.5x debt/EBITDA, an adequate level for the
rating.  Other than leverage and coverage, New Olin's credit
profile is expected to map to the Baa-rating category in Moody's
Global Chemical Industry Methodology.  All figures are preliminary
projections on a Moody's-adjusted basis.

The chlor-alkali marketplace is inherently cyclical and heavily
dependent on global industrial and construction market activities,
which are projected to be weak relative to past recovery cycles.
Furthermore, during the 12 - 24 months following the transaction
close, integration risk will be significant and Olin's credit
metrics will be weak.  However, Moody's believes the acquisition is
credit positive for Olin (over the medium- to long-term) because it
increases the company's size and earnings diversity, and
establishes a long-term, integrated position into the ethylene
feedstock --a key raw material needed for the acquired business.
The acquisition significantly expands Olin's presence in chlorine,
caustic soda, and bleach production.  It also broadens Olin's
current customer base and should facilitate ongoing reductions in
freight and logistics costs.  Additionally, as part of the
transaction Olin is signing long term, exclusive ethylene supply
contracts with Dow, allowing it to continue to benefit from Dow's
cost-advantaged North American ethylene feedstock.

Post transaction close at the end of 2015, Moody's expects Olin to
maintain an elevated cash balance of approximately $200 million.
Additionally, in June 2015 Olin entered into a new $1.85 billion
senior credit facility consisting of a $500 million senior
revolving credit facility (revolver) and a $1.35 billion
delayed-draw term loan facility (term loan).  The new facility
(unrated) is contingent on the closing of the acquisition, and is
set to expire in 2020.  The revolver will replace the company's
previous revolving credit facility of $265 million, and the term
loan will be used to refinance Olin's existing $415 million senior
credit facility and pay any fees associated with the acquisition.

Olin's new revolver includes a $100 million letter of credit
sub-facility and the option to expand the borrowing capacity by an
additional $100 million.  Moody's expects the revolver to be fully
undrawn at the close of the transaction.  The company has
historically maintained large cash balances (above $200 million)
and we expect that they will continue to build cash.

Olin's stable outlook reflects weak metrics through 2016 with the
expectation that the company will utilize the vast majority of cash
flow to repay debt and that metrics will return to levels that
support the rating in 2017.

Post-acquisition, Olin's size and lack of diversity will no longer
limit the rating.  However, credit metrics will be weak over the
next 18 - 24 months following the transaction.  Pressure to upgrade
Olin's rating will develop as leverage falls towards 3.0x
debt/EBITDA and retained cash flow/debt rises above 20%, both on a
Moody's-adjusted basis.

Moody's would consider downgrading Olin's rating if the company's
credit metrics are expected to remain below acceptable levels
(leverage remains above 3.5x debt/EBITDA and retained cash
flow/debt stays below 15%) for an extended period post 2017.

Olin is a Clayton, Missouri (US)-based manufacturer and distributor
of commodity chemicals, and a manufacturer of small caliber,
firearm ammunition.  The company operates through three main
segments, (1) chlor-alkali, whose primary products include chlorine
and caustic soda, hydrochloric acid, sodium hypochlorite (bleach),
and potassium hydroxide; (2) chemical distribution, which primarily
manufactures bleach products and distributes these products and
caustic soda; and (3) Winchester, whose primary focus is the
manufacture and sale of small caliber, firearm sporting and
military ammunition.

Olin's fiscal year-end revenues in December 2014 totaled about $2.2
billion, and its EBITDA was approximately $340 million.  Pro forma
for the acquisition, these figures will nearly triple, the new
company is expected to have about $7.0 billion in revenues, with
EBITDA of around $1.0 billion.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.



ORBITAL ATK: Fitch Assigns 'BB+EXP/RR4' Rating on Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+EXP/RR4' to Orbital ATK
Inc.'s (OA) proposed senior unsecured notes. OA plans to issue $400
million of senior unsecured notes due 2023 that will rank equally
with the company's existing unsecured notes.

Additionally, the company plans to enter into $1.8 billion of new
senior secured credit facilities concurrent with the offering of
the notes. The new credit facilities will consist of an $800
million term loan facility and a $1 billion revolving credit
facility.

The proceeds from the offering and the new term loan will be used
to repay all of the borrowings under OA's existing senior secured
credit facilities. The remaining balance of the proceeds (if any)
will be used for general corporate purposes. Fitch calculates OA's
total debt will remain largely unchanged after the transactions,
and the ratings will cover approximately $1.5 billion of
outstanding long-term debt after giving effect to the new issuances
and the expected repayment of the existing debt.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings and Stable Outlook are supported by OA's solid margins
and strong cash flows, good product/program diversification,
significant cost saving synergy opportunities from the merger
between Alliant Techsystems Inc. (ATK) and Orbital Sciences
Corporation (ORB) completed on Feb. 9, 2015, and OA's role as a
sole source provider for many of its products. The ratings are also
supported by adequate financial flexibility and Fitch's
expectations that OA will improve its credit metrics by fiscal 2017
driven by improvements in operating performance and debt
reduction.

Fitch estimates OA's credit metrics will improve over the next two
years driven by modest revenue growth, marginal operating
improvements and scheduled repayment of the company's term loans.
Fitch expects OA's leverage and adjusted leverage will decline to
2.4x and 3.0x, respectively, by the end of fiscal 2017. FFO
adjusted leverage is also expected to improve to 3.9x during the
same time frame. Other metrics such as FCF margin and FFO fixed
charge coverage are solid for the ratings.

Fitch is concerned with merger integration risks, rising
competition in some space sectors, a continued decline in small
caliber ammunition demand and a significant exposure to the U.S.
Government, which accounted for approximately 75% of total revenues
at the end of fiscal 2014 ended March 31, 2015.

Fitch is also concerned with the $850 million underfunded status of
OA's defined pension plans (73% funded as of the end of fiscal
2015), up from $562 million (81% funded) at the end of fiscal 2014.
The deterioration of the underfunded status of the pension
liabilities was driven by the adoption of new mortality tables and
adverse movements in prevailing interest rates. OA contributed
$80.4 million to its defined benefit plans in fiscal 2014 and is
expected to contribute $40 million (the minimum required
contribution) in fiscal 2016.

The notching up of the senior secured credit facility by one rating
level from the IDR of 'BB+' to 'BBB-' is supported by the coverage
provided by OA's tangible assets and operating EBITDA compared to
the fully drawn facility. The collateral for the facility includes
substantially all of OA's assets with certain exceptions.

KEY ASSUMPTIONS

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

-- Low single digit revenue growth;
-- EBITDA margins at approximately 13% increasing to
    approximately 14% at the end of fiscal 2017;
-- Debt repayment will be gradual;
-- Annual dividend payments will be in the range of $60 million
    to $65 million over the next several years;
-- OA' share repurchases will be in the range of $50 million to
    $75 million over the next several years;
-- Cash flow generation will be positive, with the company
    generating above $200 million of FCF annually;
-- Capital expenditures will fluctuate in the range of 2.4% to 3%

    of revenues, annually;
-- OA is not expected to make sizable acquisitions in the near
    future.

RATING SENSITIVITIES

Fitch does not expect to take positive rating actions over the next
several years until OA reduces its leverage and successfully
completes the merger integration. A positive rating action will
also depend on the clarity of the company's future financial
policies and cash deployment strategy.

Fitch may take a negative rating action if the company's leverage
and adjusted leverage remain above 3.0x and 3.5x for a prolonged
and sustained period of time. Fitch may also consider a negative
rating action if the company's FFO adjusted leverage remains above
4.25x by the end of fiscal 2016 or if FCF margin declines and
remains below 3%.

Additionally, a negative rating action may be considered if the
merger results in unforeseen operating challenges and the company
fails to achieve expected financial results, or if the company
engages in sizable share repurchases prior to reducing leverage.

LIQUIDITY

OA has adequate financial flexibility for the ratings. Fitch
expects the company's liquidity will be in the range of $900
million to $1.1 billion over the next several years after giving
effect to the anticipated increase of the revolving credit facility
to $1 billion from $700 million. Fitch anticipates OA's cash
balance will fluctuate in the range of $50 million to $200 million
and the company will maintain a balance of approximately $175
million of outstanding letters of credit. The company will have a
favorable maturity schedule following the completion of the
offering and the renewal of its senior secured credit facilities.

FULL LIST OF RATING ACTIONS

Fitch currently rates OA as follows:

-- IDR 'BB+';
-- Senior secured bank facilities 'BBB-/RR1';
-- Senior unsecured debt 'BB+/RR4'.

The Rating Outlook is Stable.



ORBITAL ATK: Moody's Affirms Ba2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned ratings to planned debts of
Orbital ATK, Inc. and concurrently affirmed ratings, including the
company's Ba2 Corporate Family Rating.  OA's planned senior secured
bank credit facility has been assigned a Baa3 rating, one notch
higher than the bank credit facility that it will replace. The
senior unsecured notes have been rated Ba3, on par with OA's
existing senior unsecured notes.  The speculative grade liquidity
rating has been raised to SGL-2 from SGL-3.  The rating outlook is
Stable.

RATINGS RATIONALE

OA plans to refinance its existing $1.3 billion of senior secured
credit facility borrowings with about $900 million of new senior
secured and $400 million of unsecured debt.  While the transaction
does not change OA's debt balance, a relatively larger unsecured
debt class would result and reduce the expected loss of the senior
secured debt.  As a result, Moody's is upgrading the senior secured
rating which will be assigned to the planned credit facility.  The
Ba1 rating on OA's existing bank credit facility will be withdrawn
when the facility is repaid.

The Ba2 CFR recognizes opportunities and risks from the recent
Orbital Sciences/ATK merger and OA's capital deployment plans.
Broader qualifications and capabilities within the space launch and
defense markets and potential for better competitiveness from the
February 2015 merger support the CFR.  Success of the integration
will be instrumental to maximizing the product development
potential.  Moody's expects debt/EBITDA at the mid-3x level with
EBIT/interest at mid-4x level for OA as integration costs subside
after FYE March 31, 2016.  Thereafter credit metrics should improve
but gradually so, as dividends, stock repurchases-- and potentially
acquisitions-- slow the debt reduction rate.

OA's Cargo Resupply Services contract (CRS-I) with NASA carries
reputational importance and at March 31, 2015 (the amount was
undisclosed in subsequent 10-Q filing) OA had about $275 million of
unbilled receivables under the program.  To fully collect on the
unbilled receivables, integrating a new primary engine onto the
Antares rocket and completing the associated international space
station cargo re-supply missions will be important. Continued
success would also contribute to OA's pursuit of the CRS-II
contract.

The Speculative Grade Liquidity Rating has been raised to SGL-2
from SGL-3, denoting good liquidity.  The pending transaction
should improve the liquidity profile as the revolver commitment
would expand by $300 million (to $1 billion) and the maximum senior
secured leverage test would be eliminated.  Initial availability
after $174 million of letters of credit utilization and $82 million
of borrowings should be $744 million, unconstrained by covenant
test limits.  The company will likely focus on repaying its initial
revolver draw near-term however raising availability to over $800
million.

The Stable rating outlook is supported by a good backlog level,
historical profitability, and potential to lead larger contracts in
the future.  The anticipated revolver commitment increase also
helps the rating outlook as the company's near-term free cash flows
will remain sensitive to progress made on CRS-I.  The merger
integration is underway and although Moody's expects free cash flow
near-term, the amount may not be robust as OA's disbursements for
capital spending, dividends and stock repurchases may continue at a
high level.  For example, OA has outlined a 2015 capital deployment
plan (capex, pension funding, dividends, stock repurchases) that
could total around $350 million.

Ratings:
Upgrades:

Issuer: Orbital ATK, Inc.
  Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3

Assignments:

Issuer: Orbital ATK, Inc.
  Planned Senior Secured Bank Credit Facility, Assigned Baa3
   (LGD2)
  Planned Senior Unsecured Regular Bond/Debenture, Assigned Ba3
   (LGD5)

Outlook Actions:

Issuer: Orbital ATK, Inc.
  Outlook, Remains Stable

Affirmations:

Issuer: Orbital ATK, Inc.
  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Existing Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
   (LGD5)

The Ba1 (LGD3) rating on OA's existing senior secured bank credit
facility is unchanged; the rating is expected to be withdrawn at
close of the planned facility.

Upward rating momentum would depend on expectation of mid-single
digit percentage or better revenue growth, EBITDA margin at 15% or
higher, debt/EBITDA at or below 3x, FCF/debt above 10% and good
liquidity.  Completion of the CRS I contract without charges of
material size and backlog growth would probably contribute to
upward rating potential.

Downward rating pressure would mount with debt/EBITDA above 4x,
FCF/debt at or below 5%, backlog erosion or material charges to
income particularly from goodwill reduction or negative contract
developments.  A sustained SGL-3, rather than a higher liquidity
rating, could also add pressure.

Orbital ATK, Inc., headquartered in Dulles, Virginia, designs,
builds and delivers space, defense and aviation-related systems as
a prime contractor and as a merchant supplier.  The company's three
business segments are: flight systems, defense systems, and space
systems.  In the fiscal year ended March 31, 2015, revenues pro
forma for the February 2015 merger between Orbital Sciences
Corporation, Alliant Techsystems, Inc. and the spin-off of Vista
Outdoor Inc., would have been about $4.5 billion.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.



ORBITAL ATK: S&P Assigns 'BB' Rating on New $400MM Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating and '1' recovery rating to Orbital ATK Inc.'s proposed $1.8
billion secured credit facility due 2020, which includes a $1
billion revolver and a $800 million term loan A.  S&P's '1'
recovery rating on the facility indicates its expectation of very
high recovery (90%-100%) in a default scenario.

At the same time, S&P assigned its 'BB' issue-level rating and '5'
recovery rating to the company's proposed $400 million unsecured
notes due 2023.  S&P's '5' recovery rating on the notes reflects
its expectation for modest recovery (10%-30%; upper half of the
range) in a default scenario.

Finally, S&P placed its 'BB-' issue-level rating on the company's
existing $300 million unsecured notes due 2021 on CreditWatch with
positive implications.  S&P will raise its rating on the notes to
'BB' when the company completes its proposed refinancing.  S&P will
also revise its recovery rating on the notes to '5' from '6'
following the refinancing because the amount of secured debt ahead
of the notes will be reduced.

Orbital will use the proceeds from the new term loan and notes,
along with a $82 million draw on its new revolver, to repay its
existing debt, which consists of a $1.077 billion term loan A and a
$197 million term loan B, as well as fees and expenses.  S&P do not
believe that the proposed transaction will significantly alter the
company's credit metrics as the total amount of debt will not
change, therefore S&P's 'BB+' corporate credit rating and stable
outlook on Orbital ATK remain unchanged.

S&P's ratings on Orbital ATK reflect its leading positions in
small-to-midsize space systems and small-caliber ammunition, which
are partly offset by the risky nature of the launch business and
the budget pressures that are currently affecting both U.S. defense
spending and NASA.  S&P expects the company's credit metrics to
gradually improve over the next year because of earnings synergies
from the recent merger and some debt reduction, achieving a funds
from operations (FFO)-to-debt ratio of between 25% and 30% in 2016.
S&P also expect management to pursue financial policies that will
allow the company to maintain a FFO-to-debt ratio of greater than
20%.

RECOVERY ANALYSIS

Key analytical factors:

   -- The company's proposed capital structure will consist of a
      new $1.8 billion secured credit facility due 2020 (which
      includes a $1 billion revolver and an $800 million term loan

      A), $400 million of unsecured notes due 2023, and
      $300 million of unsecured notes due 2021.  The credit
      facility will be secured by substantially all of Orbital's
      assets other than its real property.

   -- S&P's simulated default scenario contemplates a default in
      2020 as a result of declining U.S. defense and NASA spending

      stemming from the huge federal budget deficit coupled with
      the loss of key contracts, resulting in significantly lower
      cash flow such that Orbital is unable to meet its fixed
      charges including interest expense, maintenance capital
      spending, and required debt amortization.

   -- S&P believes that Orbital ATK's business model would remain
      viable in the event of default because of its integrated
      capabilities in the small-to-midsize rocket and satellite
      market coupled with its leading positions in the defense
      ammunition space.  S&P assumes that the company's EBITDA at
      emergence would be greater than its EBITDA at default
      because the company would be able to reduce its costs and
      rationalize its business in bankruptcy to meet the lower
      demand.

   -- Other key default assumptions include the revolver being 85%

      drawn at default (net of $203 million in letters of credit,
      which S&P assumes remain outstanding and undrawn); LIBOR
      rises to 350 basis points (bps) by 2020; margins on the
      revolver and term loans increase by an additional 150 bps
      from amendments because of credit deterioration; all debt
      has six months of interest outstanding at the point of
      default; real property is worth about $180 million and is
      excluded from the collateral package of the credit facility;

      nondebt unsecured claims are estimated at about $105
      million and include operating leases, other postretirement
      employee benefits, and environmental liabilities that are
      not recovered and become claims in bankruptcy.

Simplified waterfall

   -- Gross enterprise value: $1.513 billion
   -- Administrative expenses: $76 million
   -- Net enterprise value: $1.437 billion
   -- Valuation split (obligors/nonobligors): 88%/12%
   -- Value available to first-lien debt
      (collateral/noncollateral): $1.264 billion/$6 million
   -- Secured first-lien debt claims: $1.294 billion
      -- Recovery expectations: 90%-100%
   -- Total value available to unsecured claims: $172 million
   -- Senior unsecured debt claims: $718 million
   -- Other pari-passu unsecured claims: $135 million
      -- Recovery expectations: 10%-30% (upper half of the range)

RATINGS LIST

Orbital ATK Inc.
Corporate Credit Rating          BB+/Stable/--

Ratings Assigned

Orbital ATK Inc.
$1 Bil. Revolver                 BBB
  Recovery Rating                 1
$800 Mil. Term Loan A            BBB
  Recovery Rating                 1
$400 Mil. Unsecrd Nts Due 2023   BB
  Recovery Rating                 5H

Ratings Affirmed; CreditWatch Action
                                  To                 From
Orbital ATK Inc.
$300 Mil. Unsecrd Nts Due 2021   BB-/Watch Pos      BB-
  Recovery Rating                 6                  6



PATRIOT COAL: Barclays Wants Cash Use Terminated, Case Converted
----------------------------------------------------------------
BankruptcyData reported that Barclays Bank PLC, in its capacity as
prepetition LC agent for itself and on behalf of the prepetition LC
facility issuers and prepetition LC lenders, asked the U.S.
Bankruptcy Court to terminate Patriot Coal's use of cash collateral
and convert the Chapter 11 reorganization to a liquidation under
Chapter 7.

The motion explains, "The first plan that the Debtors proposed
provided inadequate treatment to the LC Parties for their secured
claims….  The LC Parties also objected that information about the
plan remained incomplete and inadequate.

At the Disclosure Statement hearing, the Court recognized that the
additional information promised by the Debtors in their anticipated
plan supplement would be critical to the plan process.

Instead of more information, the plan supplement was the next turn
for the worse.  Filed just 11 days after the Court approved the
Disclosure Statement, the plan supplement was, in reality, a new
and materially worse plan. . .  Before the Debtors could seek
confirmation of the new plan, things deteriorated even more
dramatically.  he Debtors postponed the September 16 Confirmation
Hearing, and instead have now filed a term sheet outlining the
latest plan. . .  The LC Parties have gone from a second lien
position in the new company to a third lien position.  The face
amount of their notes has been cut by twenty percent to $155
million.  The interest rate has been slashed further.  A $50
million rights offering, which previously was new money coming in
junior to the LC Parties in the Combined Company capital structure,
is now senior with substantial fees and interest. . . .

The Debtors' chances of achieving confirmation of the currently
proposed plan -- or any other plan of reorganization, for that
matter -- are vanishingly small. . . .  The requirements for
conversion are easily met here.  First, since the outset of the
case, the Debtors consistently have experienced negative cash flow,
which alone is sufficient to establish 'continuing loss to or
diminution of the estate....Moreover, there is no reasonable
prospect of rehabilitation . . . and, indeed, the Debtors have
never sought to maintain or reestablish their business operations.
Theirs has been a liquidating plan from the start.  In such
circumstances, especially where the proposed liquidating plan is
fatally flawed, conversion is required.  The time has come for the
Debtors to face reality: no confirmable plan is in sight."

The Court scheduled an Oct. 5, 2015 hearing to consider the
motion.

                        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: Gets Court Approval of Stipulation with Lenders
-------------------------------------------------------------
U.S. Bankruptcy Judge Keith Phillips approved an agreement
identifying which assets of Patriot Coal Corp. are excluded from
the pre-bankruptcy lenders' collateral.

The agreement was executed by the company, Deutsche Bank AG New
York Branch, Barclays Bank PLC, Cortland Capital Market Services
LLC, U.S. Bank N.A., and the official committee of unsecured
creditors.

A copy of the agreement is available without charge at
http://is.gd/Ht3kMI

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& Beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.
The Retiree Committee is represented by Schnader Harrison Segal &
Lewis LLP.

Proposed buyer, Blackhawk Mining LLC, is represented by Latham &
Watkins LLP, in New York.  VCLF is represented by Pillsbury
Winthrop Shaw Pittman LLP.

                           *     *     *

Judge Keith L. Phillips will convene hearings on Oct. 5 and 6,
2015, to consider confirmation of the Debtors' Fourth Amended
Plan.

The Plan is predicated on, among other things, the agreement of
Blackhawk Mining LLC to purchase certain of the Debtors' assets and
assume certain liabilities, absent higher and better offers.  The
Plan further contemplates that Virginia Conservation Legacy Fund
and its affiliate ERP Compliant Fuels, LLC (collectively, "VCLF")
will acquire the Federal No. 2 longwall mine, a 1,350 TPH
preparation plant, and certain related assets (the "Federal
Complex") and certain other Blackhawk excluded assets.



PATRIOT COAL: Gets Green Light to Reject CBAs with UMWA
-------------------------------------------------------
Patriot Coal Corp. received court approval to reject its collective
bargaining agreements with United Mine Workers of America.

The order, issued by U.S. Bankruptcy Judge Keith Phillips, clears
the way for the coal producer to sell most of its assets to
Blackhawk Mining LLC or to a rival bidder.

The agreements are seen as a major hurdle to Patriot Coal's deal
with Blackhawk.  The consummation of the sale depends upon the
rejection of those agreements or the labor union signing new
contracts with Blackhawk.

Patriot Coal had previously engaged in talks with the union but
those talks did not lead to an agreement on a new CBA.  The union
strongly opposed the elimination of the company's obligation to
fund the UMWA 1974 Pension Plan.

The company, which has contributed $58.2 million for the last three
years, will no longer be obliged to fund the pension plan following
the bankruptcy judge's order that eliminated all its obligations
under the agreements.

A copy of Judge Phillips' order is available without charge at
http://is.gd/AwQ3qo

Patriot Coal earlier defended its move to reject the agreements,
which drew objections from Peabody Energy Corp., the union and the
trustees overseeing the UMWA pension and health benefit plans.  

In a court filing, the company explained what would happen should
it fail to confirm its proposed restructuring plan, which is built
around the sale of its assets.

Meanwhile, Patriot Coal's official committee of unsecured creditors
had expressed concern that a court ruling in favor of the company
would prompt members of the union to go on strike and jeopardize
its restructuring.

The committee earlier objected to the company's restructuring plan,
saying it "improperly allocates unencumbered value" to some of the
company's secured creditors in violation of U.S. bankruptcy law.

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& Beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.
The Retiree Committee is represented by Schnader Harrison Segal &
Lewis LLP.

Proposed buyer, Blackhawk Mining LLC, is represented by Latham &
Watkins LLP, in New York.  VCLF is represented by Pillsbury
Winthrop Shaw Pittman LLP.

                           *     *     *

Judge Keith L. Phillips will convene hearings on Oct. 5 and 6,
2015, to consider confirmation of the Debtors' Fourth Amended
Plan.

The Plan is predicated on, among other things, the agreement of
Blackhawk Mining LLC to purchase certain of the Debtors' assets and
assume certain liabilities, absent higher and better offers.  The
Plan further contemplates that Virginia Conservation Legacy Fund
and its affiliate ERP Compliant Fuels, LLC (collectively, "VCLF")
will acquire the Federal No. 2 longwall mine, a 1,350 TPH
preparation plant, and certain related assets (the "Federal
Complex") and certain other Blackhawk excluded assets.



PATRIOT COAL: Has Green Light to Reject CBA, Modify Benefits
------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Patriot Coal Corporation's motion for an order (i) authorizing, but
not directing, the Debtors to (a) reject collective bargaining
agreements (CBAs), (b) modify certain union-related retiree
benefits and (c) implement the terms of their Section 1113 and
Section 1114 proposal and (ii) granting related relief.

"If the Debtors do not reject their CBAs and modify their retiree
benefits, satisfying their DIP covenants and the conditions to
closure of the Blackhawk transaction, the Debtors will run out of
cash and will be forced to liquidate in a matter of weeks. . . .
Blackhawk has been clear from the beginning, and understandably so,
that under no circumstances would it agree to become an employer
under and make contributions to the UMWA 1974 Pension Plan, a
multi-employer plan that provides defined benefits to a majority of
the hourly coal production workers represented by the UMWA. . . .
The UMWA 1974 Pension Plan, which is massively underfunded and in
'critical' status (in ERISA parlance), has estimated the Debtors'
portion of its underfunding to be over $600 million.  If anything,
this amount is likely to increase in the future as other coal
companies go through bankruptcy and shed their pension obligations,
spreading the plan's shortfall among an ever-shrinking group of
employers.

Blackhawk's unwillingness to take the UMWA 1974 Pension Plan, its
significant annual funding obligations, and its massive underfunded
liability, which could be triggered at any time, is not going to
change.  In fact, the Debtors do not believe that any buyer or
operator of the Debtors' assets would be willing to assume the UMWA
1974 Pension Plan."

                        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: Makes Changes to Plan, Blackhawk Deal
---------------------------------------------------
Patriot Coal Corp., et al., Sept. 16, 2015, filed their Fourth
Amended Joint Plan of Reorganization and Fourth Amended Disclosure
Statement in light of additional financing they have arranged with
lenders and changes to the Blackhawk transaction.

The Debtors' Plan is predicated on, among other things, the
agreement of Blackhawk Mining LLC to purchase certain of the
Debtors' assets and assume certain liabilities through a company
pursuant to that certain Asset Purchase Agreement, dated June 22,
2015, by and among Blackhawk and the Debtors.  The Debtors are
engaging in a going-concern sale whereby Blackhawk will acquire the
Panther, Rocklick, Wells, Kanawha Eagle, Midland Trail/Blue Creek,
Paint Creek (subject to certain excluded assets), and Logan County
(subject to certain excluded assets) mining complexes and certain
associated reserves, certain controlled river docks, fixed assets
and certain other assets.

The Plan further contemplates that Virginia Conservation Legacy
Fund and its affiliate ERP Compliant Fuels, LLC (collectively,
"VCLF") will acquire the Federal No. 2 longwall mine, a 1,350 TPH
preparation plant, and certain related assets (the "Federal
Complex") and certain other Blackhawk excluded assets pursuant to
an Asset Purchase Agreement, dated Aug. 16, 2015.

The deals with Blackhawk and VCLF are subject to higher and better
offers.  The Court-approved bid procedures provided for a Sept. 9
auction but the Debtors have extended the date of the auction to
Sept. 22.

As of the date of filing the Fourth Amended Disclosure Statement,
the Debtors are actively negotiating with a third party regarding
its bid for the Blackhawk Purchased Assets.  The potential purchase
price is currently contemplated to be paid 100 percent with cash.
In accordance with the Bid Procedures Order, the Debtors have
notified parties regarding the bid.  If the Debtors choose this bid
as the winning bid, the Debtors may implement the consummation of
the Plan pursuant to the "Payout Event" as set forth therein.

"Payout Event" means the implementation of a Winning Bid by a
Winning Bidder in accordance with the Bidding Procedures in which
the Winning Bidder has provided the Debtors with sufficient
consideration (Cash or committed financing) to (a) indefeasibly
satisfy the DIP Claims in full in Cash and (b) treat all other
Claim Holders no less favorably than as otherwise provided by the
Plan.

According to the Fourth Amended Disclosure Statement, the estimated
recoveries for creditors and interest holders under the Plan are:

                                      Estimated       Estimated
   Class                          Aggregate Claims    Recovery
   -----                          ----------------    --------
   1 - Other Priority Claims     $1.18M to $5.06M       100%

   2 - Secured Tax Claims              TBD              100%

   3 - Other Secured Claims      $4.76M to $132M        100%

   4 - Prep. ABL Facility Claims       $43.6M           100%

   5 - Prep. LC Facility Claims       $198M           80% plus
                                                   Right to join
                                                   Rights offering

   6 - Prep. Term Loan
       Facility Claims                 $247M       Greater than 0%
                                               Plus rights to join
                                                   Rights offering

   7 - Prepetition Notes Claims        $306M       Greater than 0%

   8 - General Unsecured Claims        $83.2M      Greater than 0%

   9 - Intercompany Claims             $6.45M            0%

  10 - Intercompany Interests           N/A              0%
  
  11 - Equity Interests                 N/A              0%

Copies of the latest Plan documents are available for free at:

      http://bankrupt.com/misc/Patriot_C_4th_Am_DS.pdf
      http://bankrupt.com/misc/Patriot_C_4th_Am_Plan.pdf

                       Blackhawk Term Sheet

After approval of the Debtors' initial disclosure statement, and
the filing of the Debtors' Third Amended Joint Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, the
Debtors negotiated an agreement with certain of their DIP Lenders
to obtain the additional financing (subject to the closing of the
Blackhawk Transaction) needed to fund the Debtors' emergence and to
facilitate consummation of the transactions contemplated by the
Plan.

In consideration for receiving this critical financing, the Debtors
are making certain modifications to terms of the Blackhawk
transaction.  A copy of the transaction term sheet, which reflects
the modifications of the Blackhawk transaction, is available for
free at http://bankrupt.com/misc/Patriot_C_BH_TS.pdf

                         Plan Objections Filed

Various parties submitted plan objections ahead of the confirmation
hearing then scheduled for Sept. 16 (rescheduled to Oct. 5) and
before the filing of the Debtors of their Fourth Amended Plan.

The Official Committee of Unsecured Creditors noted that under the
Plan, general unsecured creditors will not recover any value from
the Blackhawk transaction even though the Debtors and the
prepetition secured parties previously acknowledged that certain of
the Debtors' real property leases were not encumbered as of the
Petition Date.  It noted that of the 82 real property interests
that Blackhawk seeks to acquire under the Plan, 51 constitute
unencumbered real property.  Jefferies LLC, the financial advisor
to the Committee, said that it has calculated the value of the
unencumbered real property leases to be acquired by Blackhawk to be
between $280 million and $307 million.

The United States of America, on behalf of the U.S. Environmental
Protection Agency (EPA), and other agencies, said that Debtors now
seek approval of a Plan that permits the vast majority of the
assets subject to environmental compliance obligations and
regulatory obligations to be placed into a liquidating trust even
though Debtors admit that it may not have sufficient resources to
comply with these obligations.

Deutsche Bank AG New York Branch, in its capacity as administrative
agent for the Prepetition ABL Secured Parties, submitted a
reservation of rights.  It says it remains concerned about the
viability of the Plan given the number of parties that have not
accepted their proposed Plan treatment, the ambiguity as to whether
each of Blackhawk's own lenders has consented to the transaction,
and, if so, on what terms, and lastly, and most importantly, the
ability of the Debtors or Blackhawk to raise capital to fully
satisfy the Prepetition ABL Facility or, alternatively, provide a
new asset based facility that is satisfactory to the ABL Agent.

The U.S. Trustee for Region 4 claimed that the Plan cannot be
confirmed because, among other things, it provides broad immunity
from liability for an assortment of non-debtors, such as, among
others, the Debtors' officers and directors, the Creditors'
Committee, the stalking horse purchasers, the DIP Agent, the
prepetition lenders, and each of these entities professionals and
affiliates.

Other parties who submitted objections include Rhino Eastern LLC
and Rhino Energy WV, LLC; Peabody Energy Corporation; United
Leasing, Inc.; the Internal Revenue Service; The United Mine
Workers of America; the Patriot Coal Retiree Committee; the Federal
Insurance Company; and the AIG Assurance Company, et al.

                         About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& Beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.
The Retiree Committee is represented by Schnader Harrison Segal &
Lewis LLP.

Proposed buyer, Blackhawk Mining LLC, is represented by Latham &
Watkins LLP, in New York.  VCLF is represented by Pillsbury
Winthrop Shaw Pittman LLP.

                           *     *     *

Judge Keith L. Phillips will convene hearings on Oct. 5 and 6,
2015, to consider confirmation of the Debtors' Fourth Amended Plan.


PATRIOT COAL: Names Blackhawk Mining as Winning Bidder
------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that Blackhawk Mining
LLC was deemed the winner of Patriot Coal Corp.'s bankruptcy
auction on Sept. 22, 2015, landing the substantial majority of the
coal producer's operating assets for an undisclosed price in a
transaction set to be considered by the court in early October, the
companies said.

Blackhawk, a Kentucky-based privately owned mining company, was the
stalking horse bidder for the assets when the Virginia bankruptcy
court approved Patriot Coal's bid procedures in June, and at the
time put up a complex floor bid that included the purchase.

                   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: Re-Soliciting Votes on Plan; Oct. 5 Hearing Set
-------------------------------------------------------------
Judge Keith L. Phillips has agreed to delay by three weeks, to Oct.
5, 2015, at 10:00 (prevailing Eastern Time), the hearing to
consider confirmation of Patriot Coal Corporation's bankruptcy-exit
plan and has allowed the Debtors to quickly re-solicit votes on the
Plan in light of recent developments in the case.

The Debtors had previously obtained an order setting a Sept. 9
deadline for plan objections, a Sept. 11 deadline for ballots, and
a Sept. 16 combined hearing.  The confirmation hearing scheduled
for Sept. 16 was cancelled after the Debtors conveyed their
intention to file revisions to their sale-based Chapter 11 plan.

The Debtors explained that the lenders under their DIP financing
facility have recently agreed to provide the Debtors with the
crucial additional liquidity needed to fund the Debtors' exit from
chapter 11 for the benefit of all stakeholders.  In consideration
for receiving this critical financing, the Debtors are making
certain modifications to terms of the transaction with Blackhawk
Mining LLC, the proposed buyer for majority of the assets.

The Debtors represented to the Court at the Sept. 11, 2015 hearing
that the Debtors expect to exhaust their liquidity by the end of
October 2015 and must therefore accelerate confirmation of the
revised Plan.  The Debtors accordingly sought authority to
re-solicit votes on the modified Plan on a compressed timeline.

The Debtors on Sept. 16 filed their Fourth Amended Joint Plan of
Reorganization and Fourth Amended Disclosure Statement.  Copies of
the documents are available for free at:

      http://bankrupt.com/misc/Patriot_C_4th_Am_DS.pdf
      http://bankrupt.com/misc/Patriot_C_4th_Am_Plan.pdf

In its Sept. 17 order, the Bankruptcy Court set a Sept. 28, 2015
deadline for objections to the Plan and Disclosure Statement.  At
the behest of the Debtors, the judge also approved these deadlines
and procedures in connection with the solicitation of votes on the
Fourth Amended Plan:

  -- The Record date for determining the holders of prepetition
claims entitled to vote on the Plan is Aug. 18, 2015 at 5:00 p.m.

  -- The deadline to vote on the Plan is Oct. 2, 2015 at 4:00 p.m.
voting purposes is Oct. 2, 2015 at 4:00 p.m.

  -- Solicitation packages will be sent to creditors in:

     * Class 4 (Prepetition ABL Facility Claims)
     * Class 5 (Prepetition LC Facility Claims)
     * Class 6 (Prepetition Term Loan Facility Claims)
     * Class 7 (Prepetition Notes Claims)
     * Class 8 (General Unsecured Claims)

  -- Holders of (i) unimpaired claims, specifically, in Class 1
(Other Priority Claims), Class 2 (Secured Tax Claims), and Class 3
(Other Secured Claims), and (ii) claims or interests that will
receive no distribution under the Plan, in Class 9 (Intercompany
Claims), Class 10 (Intercompany Interests), and Class 11 (Equity
Interests) are not entitled to vote on the Plan and will receive a
notice of non-voting status rather than a ballot.

Cortland Capital Market Services LLC, in its capacity as successor
Term Administrative Agent, opposed the proposed timeframe for
confirmation given the lack of consensus among the parties.  The
Official Committee of Unsecured Creditors also said that it would
be improper for the Court to approve such an expedited confirmation
schedule given that the expected modifications to the Blackhawk
Transaction are in fact substantial and will materially alter the
terms of the Plan.

                        The Chapter 11 Plan

The Debtors on July 13, 2015, filed their chapter 11 plan, which
contemplates the sale of the assets to pay off creditors.

The Plan is predicated on, among other things, the agreement of
Blackhawk Mining LLC to purchase certain of the Debtors' assets and
assume certain liabilities through a company pursuant to that
certain Asset Purchase Agreement, dated June 22, 2015, by and among
Blackhawk and the Debtors.  The Debtors are engaging in a
going-concern sale whereby Blackhawk will acquire the Panther,
Rocklick, Wells, Kanawha Eagle, Midland Trail/Blue Creek, Paint
Creek (subject to certain excluded assets), and Logan County
(subject to certain excluded assets) mining complexes and certain
associated reserves, certain controlled river docks, fixed assets
and certain other assets.

The Plan further contemplates that Virginia Conservation Legacy
Fund and its affiliate ERP Compliant Fuels, LLC (collectively,
"VCLF") will acquire the Federal No. 2 longwall mine, a 1,350 TPH
preparation plant, and certain related assets (the "Federal
Complex") and certain other Blackhawk excluded assets pursuant to
an Asset Purchase Agreement, dated Aug. 16, 2015.

The deals with Blackhawk and VCLF are subject to higher and better
offers.  The Court-approved bid procedures provided for a Sept. 9
auction but the Debtors have extended the date of the auction to
Sept. 22.

                         About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and Tavenner
& Beran, PLC, as its local counsel.  Jefferies LLC serves as its
investment banker.

The directed the U.S. Trustee to form an official committee of
retirees at the behest of Patriot Coal Non-Union Retiree VEBA.
The Retiree Committee is represented by Schnader Harrison Segal &
Lewis LLP.

Proposed buyer, Blackhawk Mining LLC, is represented by Latham &
Watkins LLP, in New York.  VCLF is represented by Pillsbury
Winthrop Shaw Pittman LLP.


PEANUT CORP: Former Exec Sentenced to Prison for Salmonella Coverup
-------------------------------------------------------------------
Jesse Newman, writing for The Wall Street Journal, reported that a
former Georgia peanut executive was sentenced to 28 years in prison
on Sept. 21 for presiding over a cover-up that led to a deadly
salmonella outbreak, marking what legal experts believe to be the
most severe punishment yet in a U.S. food-safety case.

According to the Journal, a U.S. district judge in Albany, Ga.,
sentenced Stewart Parnell, the 61-year-old former owner of Peanut
Corp. of America, after a jury found him guilty last year on dozens
of felony counts, including conspiracy to conceal that many of the
company's products were contaminated with salmonella.  

The prison sentence -- believed to be by far the harshest ever
levied in a food-safety case -- highlights the government's
stricter enforcement of food-safety laws following several major
outbreaks of foodborne illnesses over the past decade, the Journal
said.

                        About Peanut Corp.

Peanut Corporation of America sold peanut butter and peanut paste
to companies that made products including cookies, crackers and
pet food.  Following a 2008 nationwide outbreak of Salmonella
poisoning that reports say sickened more than 700 people and
killed nine, Peanut Corp. -- http://www.peanutcorp.com/-- filed a

Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

In September 2010, Judge Norman Moon of the U.S. District Court
for the Western District of Virginia allowed PCA settle tort
claims with more than two dozen victims of the 2008 salmonella
outbreak at the company's facilities.  Under the settlement, the
PCA trustee would distribute $12 million to resolve tort claims
arising from people who became ill or died after eating
salmonella-tainted peanut products.


PLASTIC2OIL INC: Letter to Stockholders From CEO
------------------------------------------------
On Sept. 15, 2015, Plastic2Oil, Inc.'s chief executive officer
issued a letter to stockholders describing certain business
updates.

To our valued Plastic2Oil, Inc. (PTOI) stockholders:

As we head into the fall, I want to share with you a number of
important updates concerning Plastic2Oil.  Before doing so, I want
to say that I appreciate the consistent outreach to the Company and
the support we get from stockholders as we move forward with our
strategic plan to sell Plastic2OilO processors and license
Plastic2OilO technology in collaboration with several venture
partners.

Madison County, NY Project

First, we are happy to announce that one of the projects we are
considering for the Northeastern U.S. region is with Madison
County, New York.  Together with EcoNavigation, we are currently
working to complete a deal that may provide for the sale and
installation of up to six processors in Madison County.  The
project is subject to EcoNav obtaining suitable financing, which is
presently in the final stages.

You might be interested to know that earlier this year, we received
a letter from Madison County to Plastic2Oil, which states in
relevant part, "Madison County has long been aware of the P2O
technology and is excited to see a project established at the ARE
(Agriculture and Renewal Energy) Park, as it is consistent [with]
our concept and goals of future projects."

In addition, we remain optimistic about negotiations surrounding
several additional potential projects, each of which could lead to
the sale or licensing and installation of several processors.  Due
to the size and scope of the potential projects, the task of due
diligence is extremely robust.  We are, however, making measurable
progress but, of course, there can be no assurances that these
potential projects will be completed.  The scope of work we are
doing with EcoNav has expanded beyond the initial deal, which we
announced several months ago, and we will work with EcoNav to amend
our agreements as necessary to accommodate the further
opportunities.

Annual Meeting of Stockholders

It was our expectation earlier in the year to consummate one of
these deals before the fall and to then hold our Annual General
Meeting.  However, we will be temporarily postponing our AGM until
we are in the closing stages of a deal in order to minimize
distractions and prudently manage our working capital.

Infrastructure Improvements

Over the past few months we have invested into infrastructure
upgrades and repairs in order to increase support for Processor #3,
e.g. "our showcase processor used to demonstrate P2O capabilities
to potential customers."  Our focus has been the main plant and
surrounding framework, the chiller and the laboratory. We rebuilt
the laboratory to enable high volume testing of plastics, used oils
and fuels. Our lab equipment now includes: Gas Chromatographs, an
Electron Capture Detector for used oil testing, an Atomic
Absorption Spectrometer for used oil metals testing, automatic
flash and pour point testers, distillation equipment, sulfur and
silicon testing, and all other relevant support equipment.  We
follow accepted industry testing standards, including ASTM
(American Society for Testing and Materials), ISO (International
Organization for Standardization), IP (Ingress Protection), and
others.  Our lab staff is skilled in hydrocarbon-related quality
control, and the equipment has been calibrated after being idle for
two years.

Recent Press

Our Company was recently mentioned in a press release by Future
Market Insights and was referred to as a "key player in the United
States plastic-to-fuel market."

Here is a link to the press release:

http://www.reuters.com/article/2015/06/02/ny-future-market-insight-idUSnBw026323a+100+BSW20150602

We continue to make progress on our main objective of selling
Plastic2Oil processors, which we expect to result in significant
revenues for the Company.  I remain committed to this objective and
work diligently on this, as do our staff, partners and advisors.

I look forward to issuing another update as soon as material
developments occur, and I'd like to again thank our stockholders
for their support and input with respect to our operations and
growth strategy.

Sincerely,

Richard Heddle
Chief Executive Officer

                         About Plastic2Oil

Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement.  The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges.  It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business.  The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel.  Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.

Plastic2Oil reported a net loss attributable to common shareholders
of $8.51 million on $59,000 of sales for the year ended Dec. 31,
2014, compared to a net loss attributable to common shareholders of
$16.8 million on $693,000 of sales for the year ended Dec. 31,
2013.

As of June 30, 2015, the Company had $6.6 million in total assets,
$9.6 million in total liabilities and a total stockholders' deficit
of $3.1 million.

MNP LLP, in Toronto, Canada, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2014, citing that the Company has experienced negative cash
flows from operations since inception and has accumulated a
significant deficit which raises substantial doubt about its
ability to continue as a going concern.


POMARE LTD: Authorized to Assign Nimitz Lease to Buyer
------------------------------------------------------
Judge Robert J. Faris of the United States Bankruptcy Court for the
District of Hawaii authorized Pomare Ltd. to assume the lease for
the property located at 700 North Nimitz Highway, in Honolulu,
Hawaii, and assign the lease to Honolulu Limited.

Pursuant to the Notice of Successful Bid, Honolulu Limited was the
Successful Bidder with a Bid of $5,100,000.

Judge Farris determined that the consideration provided by Honolulu
Limited for the Nimitz Lease pursuant to the Purchase Agreement:
(i) will provide a greater recovery for the Debtor's creditors than
would be provided by any other practical available alternative, and
(ii) constitutes reasonably equivalent value and fair consideration
with respect to the Debtor in light of the financial condition of
the estate and the facts and circumstances that surround the sale.

The case is In re POMARE, LTD., (Chapter 11), dba Hilo Hattie
Debtor and Debtor-in-possession, Case No. 15-00203 (Bankr. D.
Haw.).  A full-text copy of Judge Farris' Opinion and Order dated
August 26, 2015, is available at http://is.gd/CFuU5jfrom
Leagle.com.

The Debtor is represented by:

          Chuck C. Choi, Esq.
          Allison A. Ito, Esq.
          James A. Wagner, Esq.
          WAGNER CHOI & VERBRUGGE
          745 Fort Street, Suite 1900
          Honolulu, HI 96813
          Tel: 808-533-1877
          Fax: 808-566-6900
          Email: cchoi@hibklaw.com
                 aito@hibklaw.com
                 jwagner@hibklaw.com

The Office of the U.S. Trustee is represented by Curtis B. Ching.

The Official Committee of Unsecured Creditors is represented by:

         Susan Tius, Esq.
         RUSH MOORE LLP
         Pacific Guardian Center
         737 Bishop Street, Suite 2400
         Honolulu, HI 96813
         Tel: (808) 521-0400
         Fax: (808) 521-0597
         E-mail: STius@rmhawaii.com  

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PROSPECT MEDICAL: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Los Angeles-based health care services provider
Prospect Medical Holdings Inc.  The rating outlook is stable.

At the same time, S&P raised its rating on Prospect's senior
secured notes to 'B' from 'B-' and revised S&P's recovery rating on
this debt to '4' from '5'.  The '4' recovery rating indicates S&P's
expectations for recovery at the low end of the average (30% to
50%) range for bondholders in the event of payment default.

"The ratings affirmation on Prospect follows several quarters of
strong EBITDA growth, reflecting the impact of significant
acquisitions completed in 2014, as well as high-single digit
same-facility growth in the company's hospital and medical group
portfolio, despite a continued high level of competition in
Prospect's key markets," said Standard & Poor's credit analyst
Shannan Murphy.

Prospect operates a network of 13 hospitals and related
primary-care clinics in Southern California, Texas, and Rhode
Island.  The company also operates a Medical Group segment that
manages the provision of physician services on behalf of health
maintenance organization (HMO) customers.  While the medical group
segment provides some business diversity, this business also has
significant exposure to government reimbursement pressures in the
Medicare Advantage program.

"We view Prospect's business as geographically concentrated, with
the majority of revenues coming from very competitive urban markets
in California and Texas.  While recent acquisitions in Rhode Island
and pending acquisitions in New Jersey and Connecticut will
contribute modest geographic diversity, the company still has very
significant exposure to the California Hospital Fee Program and
other disproportionate share subsidy programs, which at times has
contributed to meaningful volatility in the timing of cash flows
relative to peers.  We expect this factor to continue over time.
We view Prospect's EBITDA margins as below average, which in part
reflects the company's government-focused payor mix (excluding
capitation revenues, the company derives over 55% of revenues from
Medicare and Medicaid), as well as acquisitions of underperforming
hospital facilities.  These factors are only partially offset by
our view that Prospect's strategic focus as a cost-efficient
provider of coordinated care will aid the company's growth as
health care services providers make the eventual transition away
from fee-for-service reimbursement and toward payments based on
quality and efficiency of care.  Collectively, these factors
support our assessment of a "vulnerable" business risk profile,"
S&P said.

The rating outlook on Prospect Medical Holdings Inc. is stable.
Standard & Poor's Ratings Services expects over 50% revenue growth
in 2015, driven primarily by acquisitions.  S&P expects EBITDA
margins to remain broadly stable, with improving margins at
acquired hospitals offset by persistent, industrywide pressure from
reimbursement headwinds.  S&P expects leverage and cash flow
metrics to be at the strong end of the range for an "aggressive"
financial risk profile, and believe reasonable levels of
profitability provide moderate downside cushion to the rating.

S&P could lower its rating if Prospect's financials deteriorate to
the point where leverage rises above 5x, or if the company stops
generating positive free cash flow.  S&P believes this could occur
if margins decline about 450 basis points below our expectations.
Sharp cuts to disproportionate share payment programs or Medicare
reimbursement without offsetting factors could, in S&P's view,
cause this to occur.  Leverage could also increase above 5x if the
company becomes meaningfully more acquisitive.  Assuming no
acquired EBITDA, S&P estimates that the company has about
$300 million in debt capacity at the existing rating.

S&P could raise its rating if the company's acquisition strategy
results in better business diversity over time.  Specifically, S&P
could consider a higher rating if the company's exposure to
California declines, as S&P would likely view better geographic
diversity (and less exposure to California's provider fee programs)
as consistent with a stronger business risk assessment and raise
the rating accordingly.



QRX PHARMA: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Petitioner: Timothy Heesh, as voluntary administrator

Chapter 15 Debtor: QRx Pharma Limited
                      aka QRx Pharma Pty Limited
                   Suite 1, Level 11
                   100 Walker Street, North Sydney
                   New South Wales, Australia 2060

Chapter 15 Case No.: 15-12599

Chapter 15 Petition Date: September 22, 2015

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

Judge: Hon. Sean H. Lane

Chapter 15 Petitioner's Counsel: Jonathan Koevary, Esq.
                                 OLSHAN FROME WOLOSKY LLP
                                 65 East 55th Street
                                 New York, NY 10019
                                 Tel: 212.451.2265
                                 Fax: 212.451.2222
                                 Email: jkoevary@olshanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500 million


QUIKSILVER INC: Mulled Selling Surfwear in Shuttered RadioShacks
----------------------------------------------------------------
Bloomberg News reported that Quiksilver Inc., the bankrupt
California clothing designer, considered putting "pop-up" outlets
inside shops abandoned in the collapse of RadioShack Corp., but
ultimately rejected the idea after determining that the RadioShack
stores "weren't locations that were suitable."

According to the report, the arrangement was explored after
Quiksilver hired the same liquidation service RadioShack used in
its own bankruptcy, the surfwear maker's chief financial officer,
Andrew Bruenjes, said.  Quiksilver still plans to use temporary
stores to sell inventory from some of the locations it's closing,
Bruenjes said, the report related.

                         About Quiksilver

Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories.  The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage.  The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate.  The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.

Quiksilver began operations in 1976 as a California company
making boardshorts for surfers in the United States under a
license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.

In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The
remaining 66% is attributable to the Non-Debtor Affiliates located
outside the United States.

Sales at Company retail stores accounted for approximately
28% of Company revenue during fiscal year 2014.  The Company's
retail shops include full-price stores, factory outlet stores, and
"shop-in-shops."  At the end of the fiscal year 2014, the
Company had approximately 266 full-price core brand stores, of
which 75 are located in the United States.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on
Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer.  The Debtors disclosed total assets of $337 million and
total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring
advisor,
and Peter J. Solomon Company as their investment banker.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.


QUIRKY INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                      Case No.
       ------                                      --------
       Quirky, Inc.                                15-12596
       606 West 28th Street, 7th Floor
       New York, NY 10001

       Wink, Inc.                                  15-12597

       Undercurrent Acquisition, LLC               15-12598       

Type of Business: Retail/Consulting

Chapter 11 Petition Date: September 22, 2015

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

Judge: Hon. Martin Glenn

Debtors' Counsel: Jeffrey L. Cohen, Esq.
                  COOLEY LLP
                  1114 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 479-6218
                  Fax: (212) 479-6275
                  Email: jcohen@cooley.com

Debtors'          KLESTADT WINTERS JURELLER SOUTHARD &
Conflicts         STEVENS LLP
Counsel:

Debtors'          CENTERVIEW PARTNERS LLC
Investment
Banker:

Debtors'          FTI CONSULTING
Financial
Advisor:

Debtors'          RUST CONSULTING/OMNI BANKRUPTCY
Claims and
Noticing
Agent:

Debtors'          HILCO IP SERVICES LLC dba HILCO STREAMBANK
Sale Agent:

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Charles Kwalwasser, chief administrative
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Flex Sales & Marketing North Asia    Trade Debt       $18,690,653
Financial Park, Jalan Merdeka
Unit 7 D, Main Tower Office,
87000, W.P.Labuan
Mep: PCBA_Wuzhong_746
Malaysia

Undercurrent LLC                   Convertible Note   $14,097,619
Attn: Jonathan H. Steeler, Esq.    Deferred Payments
Ryley, Carlock & Applewhite
1700 Lincoln St., Suite 3500
Denver, CO 80203

UPS                                   Trade Debt       $1,316,884
P.O. Box 7247-0244
Philadelphia, PA 19170

AdRoll Inc                            Trade Debt         $882,713
972 Mission Street, 3rd Floor
San Francisco, CA 94103

Eastfield Lighting (Hong Kong)        Trade Debt         $634,878
Co., Ltd. US
Room 05-15, 13A/F. South Tower,
World Finance Centre
Harbour City, 17 Canton Road
Tsim Sha Tsui,
Hong Kong

R/GA Branding                         Trade Debt         $506,750
350 West 39th Street
New York, NY 10018

Yellowhammer Media Group Inc.         Trade Debt         $476,187
111 West 28th Street Suite 2B
New York, NY 10001

Wistron NeWeb Corporation             Trade Debt         $399,327
21F No.88 Sec 1
Xintai 5th Rd.
New Taipei City, Xizhi Dist. 22181
Taiwan

DEL Industrial Ltd.                   Trade Debt         $313,297
5/F, ChaiWan Industrial Centre

20 Lee Chung street
Hong Kong

Benjamin Kaufman                    Severance claim,     $296,311
251 West 19th Street                community claim
Apartment 8D
New York, NY 10011

Sercomm Corporation                   Trade Debt         $210,125

OHL                                   Trade Debt         $206,671

Garthen Leslie                      Community claim      $191,378

Doreen Lorenzo                      Severance claim      $190,384

Chinaming Limited                     Trade Debt         $166,447

NetSuite, Inc.                        Trade Debt         $133,813

Double D International                Trade Debt         $131,527

Okaywife Daily Necessities Co.        Trade Debt         $121,162

PriceWaterhouseCoopers                Trade Debt         $120,000

ZenDesk                               Trade Debt         $119,262

AT&T                                  Trade Debt         $118,905

German Link                           Trade Debt         $107,103

Cowan Liebowitz & Latman              Trade Debt          $99,780

SailThru                              Trade Debt          $98,245

LJM Consultants                       Trade Debt          $83,337

Nesco Resource                        Trade Debt          $80,000

Guang Dong Xinbao Electrical          Trade Debt          $76,950
Appliances Holdings Co., Ltd.  

Stratasys Inc                         Trade Debt          $74,862

Silverchair Partners                  Trade Debt          $70,189

Fusco Personnel, Inc.                 Trade Debt          $68,658


QUIRKY INC: Files for Chap. 11; to Sell Wink Biz to Flextronics
---------------------------------------------------------------
Quirky, Inc., and its wholly-owned subsidiaries Wink, Inc. and
Undercurrent Acquisition, LLC, sought Chapter 11 bankruptcy
protection in New York to sell their assets related to the Wink
business line as a going concern to Flextronics International USA
Inc., for $15 million.  

Headquartered in New York City, Quirky designs and develops various
products ranging from electronics, home and garden, kitchen and
organization and sells those products through big box retailers
like Target and Home Depot and online through its Web site.  Among
the Company's products are Pivot Power flexible surge protector,
the Cordies cord organizer and the Bandits organizational tool.
The Company sold over 150 different products and a total of 4
million units, generating over $50 million in revenue from its
retail and consulting businesses last year.

Through Wink, the Company has developed a platform for
wireless-enabled products that allows consumers to control a host
of household appliances and services through their connected
devices and the internet.  The Wink app also allows multiple users
to control multiple appliances with a single swipe of their smart
phone.

By 2014, as the volume of the Company's products increased and as
the Company expanded its locations to San Francisco, CA and
Schenectady, NY, to accommodate the development of these new
products, the Company said it struggled to attain manufacturing and
distribution scale, and sustained significant operating losses.

The Company said it attempted to implement an out-of-court
restructuring but was unsuccessful in its efforts.

In July 2015, Centerview began its outreach to potential bidders,
and contacted 35 potential purchasers in total.  Ultimately, the
Debtors said none of these expressions of interest resulted in the
submission of a proposal that was acceptable to the Company.

The Company approached Flextronics regarding its interest in
submitting a proposal to serve as the stalking horse bidder for the
assets of the Wink business.  After negotiations, the parties
executed a stalking horse asset purchase agreement for the sale of
the assets associated with the Wink business and other assets to
Flex, subject to higher and better offers, pursuant to a
Court-approved process in accordance with Section 363 of the
Bankruptcy Code.  The parties expect closing of the Sale to occur
on or before Nov. 23, 2015.

Aside from the sale of the Wink business, the Debtors also engaged
Hilco IP Services, LLC d/b/a Hilco Streambank to assist them in the
sale of Quirky's business and liquidate all of their remaining
assets.  The Debtors intend to discontinue all business lines that
cannot be sold for value.

                        Capital Structure

Secured Debt

The Debtors and Comerica Bank entered into a Loan and Security
Agreement dated Sept. 25, 2013, as amended from time to time,
pursuant to which Comerica provided the Debtors with a $20 million
revolving line of credit.  The maturity date of the Revolver is
Oct. 22, 2015.  As of the Petition Date, the outstanding balance
under the Revolver is not less than $19,926,731 exclusive of
accrued and unpaid interest, fees and expenses.

Pursuant to a First Amended Loan and Security Agreement dated April
22, 2014, Comerica also provided the Debtors with a term loan in
the face amount of $10 million.  The maturity date of the Term Loan
is Oct. 22, 2017.  As of the Petition Date, the outstanding balance
under the Term Loan is not less than $9,333,333 exclusive of
accrued and unpaid interest, fees and expenses.

Unsecured Debt

On Nov. 28, 2014, the Debtors authorized the issuance of $50
million of subordinated convertible notes due Dec. 31, 2015,
unsecured debt instruments pursuant to which the holder will have
the right to convert all or any portion of the unpaid principal and
accrued and unpaid interest due thereunder into fully-paid and
non-assessable shares of Series D Convertible Preferred Stock of
Quirky at a conversion price equal to $6.022681 per share, subject
to adjustment in certain events.

As of the Petition Date, the Debtors have issued and sold nine
Subordinated Convertible Notes to certain purchasers for the total
principal amount of up to $36,800,000.

The Debtors also owe their trade vendors, landlords, service
providers and other general unsecured creditors approximately $28
million as of Sept. 1, 2015.

                        First Day Pleadings

Concurrently with the filing of the petitions, the Debtors are
seeking to use cash collateral, use existing cash management
system, pay employee compensation, and pay critical vendor claims.


A copy of the declaration in support of the First Day Motions is
available for free at:

          http://bankrupt.com/misc/14_QUIRKY_Declaration.pdf

                        About Quirky, Inc.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos.
15-12596, 15-12597 and 15-12598, respectively) on Sept. 22, 2015.
The petitions were signed by Charles Kwalwasser as chief
administrative officer.

Quirky estimated assets in the range of $10 million to $50 million
and liabilities of at least $50 million.

Judge Martin Glenn is assigned to the case.

The Debtors have engaged Cooley LLP as counsel, Klestadt Winters
Jureller Southard & Stevens LLP as conflicts counsel, Centerview
Partners LLC as investment bankers, FTI Consulting, Inc., as
financial advisors, Rust Consulting/Omni Bankruptcy as claims and
noticing agent and Hilco IP Services LLC dba Hilco Streambank as
intellectual property disposition consultant to Quirky, Inc.



RECOVERY CENTERS: Third Amended Plan Confirmed
----------------------------------------------
Judge Timothy W. Dore has entered an order confirming Recovery
Centers of King County's Third Amended Plan of Reorganization,
which allows the Debtor to sell property within one year after
confirmation to pay off claims.

The Debtor originally transmitted its Second Amended Plan to
creditors.  Two objections to the Second Amended Plan were received
by the Debtor.

The Debtor later sought and obtained approval from the Court to
modify the Plan.  The Debtor said it had resolved the objections
through completion of a Third Amended Plan.  Class Two claimholder
Bank of America, N.A., submitted a revised ballot voting to accept
the Third Amended Plan.

In their objection to the Debtor's motion to modify the Plan,
Unsecured Wage Claimants Lisa Rogers, Tracey Dunn, Gerald Calloway,
Karis Bjerk, Jazmin Carter and Putative Class Wage Claimants noted
that it has already been determined that the unsecured wage claims
would be most efficiently and fairly adjudicated by permitting
unsecured wage claimants' counsel to seek class certification in
the King County Superior Court for the State of Washington.  They
asked the Court to conform the Third Amended Plan to reflect the
fact that unsecured wage claimants' counsel are Class One
administrative claimants.

The Court entered an order confirming the Third Amended Plan,
subject to these clarifying provisions:

   a. Nothing in Section 6 of the Plan ("Means of Implementing the
Plan") shall be construed to prohibit payment of Class One
administrative claims once allowed by the Court, regardless of
whether or not Class Five and/or Class Seven claims have been
determined by the Court, and

   b. The order does not preclude counsel for potential wage
claimants seeking allowance of an administrative claim, after
proper notice has been given pursuant to the applicable sections of
the Bankruptcy Code and interested parties are allowed time to
object to the allowance of an administrative claim, for their fees
incurred in connection with determining the nature and amount of
wage claims against Recovery Centers of King County.

A full-text copy of the Plan Confirmation Order is available for
free at:

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

                   Bank of America Switches Vote

Bank of America, N.A., which has a $5.498 million claim in Class 2,
previously voted to reject the Second Amended Plan.  In its written
objection to the Plan, BoA claimed, among other things, that the
Plan does not meaningfully articulate how the Bank's claim will be
treated and that the Plan fails to provide the Bank with credit
bidding rights in connection with dispositions of the Bank's
collateral.

After reaching agreement with the Debtor, BoA submitted an updated
ballot by the Aug. 14 deadline to submit ballots for the Third
Amended Plan.  BoA's revised ballot gave the Debtor an impaired
non-insider class voting to accept its plan.

                   UCC's Sale Timeline Opposed

In its objection to the Second Amended Plan, the Unsecured
Creditor's Committee said that any confirmed plan should provide
provides, or in the alternative, the confirmation order should
provide, that the 2 parcels of real property situated in the City
of Seattle will be sold by, or under contract to close within 90
days of, six months from the effective date of the Plan.  It added
that the parcel of real property located in the City of Kent should
be sold by, or under contract to close within 90 days of, one year
from the effective date of the Plan.

The Debtor said it opposes the UCC's proposed deadlines because of
concerns regarding the ability to market and sell the Beacon Hill
property within too short of timeline.  According to the Debtor,
the best use and value of the Beacon Hill property is most likely
in redevelopment rather than sale of the building.  The Debtor says
that selling the property for development could result in delays in
closing due to permitting or other unanticipated issues

The Committee also claimed that insofar as the Second Plan seeks to
pay wage claims in full, while not paying all other similarly
situated creditors in full, it does not comply with the
requirements of the Bankruptcy Code.

                       3rd Amended Plan

The Debtor on July 31, 2015, filed its Third Amended Plan.  The
Plan provides that the Debtor will sell its real property and
personal property.  Each sale will be pursuant to 11 U.S.C. Sec.
1146(a) and shall receive court approval.  In connection with any
sale of real property, the holder of an allowed claim secured by
the real property will be able to credit bid some or all of that
holder's secured claim as an overbid to whatever offer the Debtor
is seeking court approval for.

Sales of the 12th Ave. Property and the 18th Ave. Property will be
within six months of the effective date of the Plan; the sale of
the Kent Property will be within 12 months of the effective date of
the Plan.  If each real property is not under a pending sales
contract with a sale closing scheduled for not later than the
respective six-month and twelve-month deadlines provided for in
section 4 of the Plan, Bank of America and the Unsecured Creditors
Committee will be entitled to file a motion for relief from stay or
any other such motion as they deem advisable.

Secured creditor Bank of America will receive from the sale of each
real property, the net proceeds of the sale after (a) any
associated costs of sale, and (b) senior real property tax
obligations due, if any.

Holders of priority wage claims, priority tax claims and unsecured
claims will be paid in order of priority from the real property and
personal property sale proceeds, after the satisfaction of allowed
administrative claims and all claims secured by the associated real
property and personal property.  Only after priority wage claims
are paid in full will sale proceeds be distributed to holders of
priority tax claims.  Only after priority tax claims are paid in
full will sale proceeds be distributed to holders of unsecured
claims.

The Debtor will retain all property at confirmation and will
continue to wind up its affairs including court approved
disposition of medical records.

A copy of the Third Amended Plan is available for free at:

   http://bankrupt.com/misc/Recovery_CKC_3rd_Am_Plan.pdf

                      About Recovery Centers

Recovery Centers of King County -- http://www.rckc.org/--  
provided Central Seattle and South King County residents with a
continuum of care for those who suffer with alcoholism or other
drug addiction.

RCKC filed a Chapter 11 case (Bankr. W.D. Wash. Case No. 15-13060)
on May 15, 2015.  

Judge Timothy W. Dore presides over the case.  The Debtor tapped
Jeffrey B Wells, Esq., at Wells and Jarvis, P.S., in Seattle, as
counsel.  The Debtor disclosed total assets of $32,462,383 and
total liabilities of $17,184,837 as of the Chapter 11 filing.

The Debtor's Chapter 11 plan contemplates the sale of its real
estate located at 464 - 12th Ave S, Seattle, Washington, 1701 18th
Ave. S, Seattle, WA and 505 Washington Ave. S., Kent, Washington.
The Debtor will sell real property located at 464 12th Avenue, in
Seattle, Washington, to Low Income Housing Institute for $4.1
million.

Bank of America, N.A., is the Debtor's secured lender.

The U.S. Trustee for Region 18 appointed five creditors to serve
In the Official Unsecured Creditors Committee.  The Committee is
represented by Nagler Law Group, P.S.


REICHHOLD HOLDINGS: Plan Filing Exclusivity Expires Nov. 27
-----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware issued an order holding that no party, other than
Reichhold Holdings US, Inc., et al., may file any Chapter 11 plan
through and including Nov. 27, 2015.

Judge Walrath also issued an order holding that no party, other
than the Debtors, may solicit votes to accept a proposed Chapter 11
plan filed with the Court during the period through and including
Jan. 25, 2016.

The Plan Filing Period was set to expire on Sept. 28, 2015, and the
Solicitation Period was set to expire on Nov. 26, 2015. According
to the Debtors, the extension will provide them and their advisors
the opportunity to fully negotiate, confirm and implement the terms
of a Chapter 11 liquidating plan for the distribution of assets to
creditors.

                         About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets.  Reichhold -- http://www.Reichhold.com/-- has  
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.  Logan &
Company is the company's claims and noticing agent.  The cases are
assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors.

On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed.  This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization.  Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.



REICHHOLD HOLDINGS: Proposes Oct. 20 Disclosure Statement Hearing
-----------------------------------------------------------------
Reichhold Holdings US, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to schedule a hearing on Oct. 20,
2015, to consider approval of the disclosure statement explaining
their Chapter 11 plan of liquidation.

On April 1, 2015, the sale of substantially all of the Debtors'
assets to Reichhold Acquisitions Holdings LLC closed.  In
connection with the sale, the Buyer assumed approximately $80
million of liabilities.  At the closing of the sale, the Debtors
retained approximately $7.2 million for wind-down and closing costs
and received approximately $16 million of cash from the Buyer.  The
Plan proposes less than 5% recovery for holders of general
unsecured claims.

The Debtors propose that objections to the approval of the
Disclosure Statement must be filed on or before Oct. 13.

A full-text copy of the Disclosure Statement dated Sept. 15, 2015,
is available at http://bankrupt.com/misc/REICHHOLDds0915.pdf

                         About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets.  Reichhold -- http://www.Reichhold.com/-- has  
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.  Logan &
Company is the Company's claims and noticing agent.  The cases are
assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors.

On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed.  This transaction,
approved by the Delaware Bankruptcy Court on Jan. 12, 2015, allows
Reichhold's U.S. businesses to successfully emerge from bankruptcy
and re-join the rest of the global Reichhold organization.
Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.



RELATIVITY MEDIA: Sale Faces New Hurdles from Elliott Affiliates
----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
affiliates of Paul Singer's Elliott Management are again attempting
to thwart the sale of Relativity Media LLC, a Hollywood film and TV
studio, at a bankruptcy auction next week.

According to the report, in preliminary objections filed with the
U.S. Bankruptcy Court in Manhattan, the affiliates, Heatherden
Securities LLC and Manchester Securities Corp., said the sale
process has advanced too quickly and ignores the firms' rights.
Manchester, which is one of Relativity's biggest lenders and has
about $138 million on the line, has also complained the sale
process will likely leave it penniless, the Journal 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.


RESIDENTIAL CAPITAL: Court Disallows Emiabatas' Claims
------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York disallowed and expunged the claims
filed by Philip and Sylvia Emiabata against Debtors Residential
Capital, LLC, and GMAC Mortgage, LLC.

The ResCap Borrower Claims Trust objected to Claim Numbers 3910 and
4085 filed by Philip and Sylvia Emiabata.  Claim Number 3910
asserted a general unsecured claim in the amount of $228,928 and a
secured claim in the amount of $271,071 against ResCap.  Claim
Number 4085 asserted a general unsecured claim and a secured claim
in the same amounts against GMACM.  The Claims relate to the
Emiabatas' mortgage loan secured by real property located in the
state of Texas and are generally grounded in fraud, breach of
contract, and unfair and deceptive trade practices.  The Objection
asserts that the Claims should be disallowed and expunged because
the Emiabatas fail to state a viable claim for relief.

Judge Glenn held that that Trust adequately shifted the burden of
proof to the Emiabatas by way of its Objection and Supplemental
Objection and that the Emiabatas thereafter failed to satisfy their
burden in establishing the viability of their Claims.  As a
consequence, Judge Glenn sustained the Objection in its entirety
and disallowed and expunged the Emiabatas' Claims.    

The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11
Debtors, CASE NO. 12-12020 (MG) (JOINTLY ADMINISTERED)(Bankr.
S.D.N.Y.).

A full-text copy of Judge Glenn's Memorandum Opinion And Order
Sustaining The ResCap Borrower Claims Trust's Objection To Claim
Nos. 3910 And 4085 Filed By Philip And Sylvia Emiabata dated
September 4, 2015 is available at http://is.gd/ApHOoofrom
Leagle.com.

Residential Capital, LLC, is represented by:

          Jessica G. Berman, Esq.
          MEYER, SUOZZI, ENGLISH & KLIEN, P.C.
          990 Stewart Avenue
          Suite 300
          P.O. Box 9194
          Garden City, NY 11530
          Telephone: (516)741-6565
          Facsimile: (516)741-6706
          Email: jnerman@msek.com

             -- and --

          Donald H. Cram,III, Esq.
          SEVERSON & WERSON, PC
          One Embarcadero Center
          Suite 2600
          San Francisco, CA 94111
          Telephone: 415-398-3344
          Facsimile: 415-956-0439
          Email: dhc@severson.com

             -- and --

          Stefan W. Engelhardt, Esq.
          Todd M. Goren, Esq.
          Joel C. Haims, Esq.
          Gary S. Lee, Esq.
          Lorenzo Marinuzzi, Esq.
          Larren M. Nashelsky, Esq.
          Anthony Princi, Esq.
          Norman Scott Rosenbaum, Esq.
          Kayvan B. Sadeghi, Esq.
          MORRISON & FOERSTER, LLP
          250 West 55th Street
          New York, NY 10019-9601
          Telephone: (212)468-8000
          Facsimile: (212)468-7900
          Email: tgoren@mofo.com
                 jhaims@mofo.com
                 glee@mofo.com
                 lmarinuzzi@mofo.com
                 lnashelsky@mofo.com
                 aprinci@mofo.com
                 nrosenbaum@mofo.com
                 ksadeghi@mofo.com

             -- and --

          George M. Geeslin, Esq.
          Bonnie R. Golub, Esq.
          WEIR & PARTNERS, LLP
          The Widener Building
          Suite 500
          1339 Chestnut Street
          Philadelphia, PA 19107
          Telephone: (215)241-7719
          Facsimile: (215)665-8464
          Email: bgolub@weirpartners.com

             -- and --

          Steven J. Reisman, Esq.
          CURTIS, MALLET-PREVOST,
          COLT & MOSLE LLP
          101 Park Avenue
          New York, NY 10178-0061
          Telephone: (212)696-6065
          Facsimile: (212)697-1559

             -- and --

          John W. Smith T., Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP  
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Email: jsmitht@babc.com

The Official Committee of Unsecured Creditors, Creditor Committee
is represented by:

          Kenneth H. Eckstein, Esq.
          Douglas Mannal, Esq.
          Steven S. Sparling, Esq.
          KRAMER LEVIN NAFTALIS & FRANKEL LLP
          1177 Avenue of the Americas
          New York, NY 10036
          Telephone: (212)715-9100
          Facsimile: (212)715-8000
          Email: keckstein@kramerlevin.com
                 dmannal@kramerlevin.com
                 ssparling@kramerlevin.com

             -- and --

          Robert J. Feinstein, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          780 Third Avenue
          34th Floor
          New York, NY 10017-2024
          Telephone: (212)561-7700
          Facsimile: (212)561-7777
          Email: rfeinstein@pszjlaw.com

             -- and --

          Ronald J. Friedman, Esq.
          Robert D. Nosek, Esq.
          SILVERMANACAMPORA LLP
          100 Jericho Quadrangle, Suite 300
          Jericho, New York 11753
          Telephone: (516)479-6303
          Facsimile: (516)479-6301
          Email: Rfriedman@SilvermanAcampora.com

The Official Committee of Unsecured Creditors of Residential
Capital, LLC is represented by:

          Stephen Zide, Esq.
          KRAMER LEVIN NAFTALIS AND FRANKEL, LLP
          1177 Avenue of the Americas
          New York, NY 10036
          Telephone: (212)715-9100
          Facsimile: (212)715-8000
          Email: szide@kramerlevin.com

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case.  Morrison Cohen LLP is advising ResCap's independent
directors.  Kurtzman Carson Consultants LLP is the claims and
notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


ROTONDO WEIRICH: US Trustee Forms Three-Member Creditors' Panel
---------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Rotondo Weirich Enterprises Inc. to serve on the
official committee of unsecured creditors.

The unsecured creditors are:

     (1) Grant R. Brooker
         General Counsel
         Bennett Motor Express LLC and
         Bennett International Logistics LLC
         1001 Industrial Parkway
         McDonough, Georgia
         Phone: (770) 914-2718
         Fax: (678) 569-1265
         E-mail: grant.brooker@bennettig.com

     (2) Brett Smith
         Business Manager
         Bragg Companies (Bragg Crane Service & Heavy Transport)
         6242 Paramount Boulevard
         Long Beach, California 90805
         Phone: (562) 984-2463
         Fax: (562) 984-2469
         E-mail: brett.smith@braggcrane.com

     (3) Max R. Helser
         President
         Helser Industries, Inc.
         10750 S.W. Tualatin Road
         Tualatin, Oregon 97062
         Phone: (503) 692-6909
         Fax: (503) 692-1606
         E-mail: mhelser@helser.com

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

                      About Rotondo Weirich

Rotondo Weirich Enterprises, Inc. and five of its affiliates sought
Chapter protection (Bankr. E.D. Pa. Case Nos. 15-16146 - 15-16151)
on Aug. 27, 2015.  The petition was signed by Steven J. Weirich as
president & CEO.  The Debtors estimated assets and liabilities of
at least $10 million.   Maschmeyer Karalis P.C. represents the
Debtors.


RSP PERMIAN: S&P Raises Rating on Sr. Unsecured Debt to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
issue-level rating on Dallas-based exploration and production (E&P)
company RSP Permian Inc.'s senior unsecured debt to 'B' from 'B-',
and revised the recovery rating to '5' from '6'.  The '5' recovery
rating indicates S&P's expectation of modest (10% to 30%, lower
half of the range) recovery in the event of default.  The corporate
credit rating remains 'B+'.  The outlook is stable.

The upgrade of the recovery and senior unsecured ratings reflects
an updated mid-year reserve value for RSP Permian, based on a
company-provided PV10 report using our recovery price deck
assumptions of $50 per barrel for West Texas Intermediate (WTI)
crude oil and $3.50 per million British thermal units for Henry Hub
natural gas.

The 'B+' corporate credit rating on RSP Permian reflects S&P's
assessment of the company's "weak" business risk and "aggressive"
financial risk.  The ratings incorporate the company's small proved
reserve base, geographic concentration in a single basin,
production on the lower end of rated E&P companies, sizeable
portion of undeveloped reserves, and limited management track
record.  These risks are somewhat offset by the low finding and
development risk for reserves in the Permian Basin, the company's
significant exposure to crude oil and thus above-average
profitability, and high operatorship of their properties.

RATINGS LIST

RSP Permian Inc.
Corporate credit rating               B+/Stable/--


Issue-Level Rating Raised; Recovery Rating Revised
                                      To             From
Parsley Energy LLC
Sr unsecd debt rating                B              B-
  Recovery rating                     5L             6



SALADWORKS LLC: Major Creditors Balk at Proposed Plan Releases
--------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that two major Saladworks
LLC creditors -- minority equity holder JVSW LLC and noteholder WS
Finance LLC -- objected to Saladworks' plan of reorganization,
arguing that a proposed litigation release involving former CEO
John Scardapane was not crafted in good faith.

JVSW says the debtor owes it more than $9.3 million under a share
repurchase agreement.  WS Finance extended more than $9.5 million
in debt to Saladworks.  Both are involved in litigation against
Saladworks prior to the Chapter 11 filing.

As reported by the Troubled Company Reporter on Sept. 16, 2015,
citing a report by Matt Chiappardi at Bankruptcy Law360, the
Delaware bankruptcy judge overseeing the Saladworks case agreed on
Sept. 11 to postpone the confirmation hearing on the estate's
Chapter 11 plan and urged the chain's two former equity owners to
attempt to resolve their differences in mediation.  

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.

In August, Judge Silverstein approved the disclosure statement
filed by SW Liquidation, LLC, formerly known as Saladworks, LLC, in
support of the Plan of Liquidation.

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.


SILVER LINE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Silver Line, Inc.
        368 Veteran's Memorial Hwy
        Commack, NY 11725

Case No.: 15-16818

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 21, 2015

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

Judge: Hon. Richard E. Fehling

Debtor's Counsel: Michael J. McCrystal, Esq.
                  MCCRYSTAL LAW OFFICES
                  2355 Old Post Road, Ste 4
                  Coplay, PA 18037
                  Tel: (610) 262-7873
                  Email: mccrystallaw@gmail.com

Total Assets: $1.4 million

Total Liabilities: $430,000

The petition was signed by Richard Viders, president.

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


SIMMONS FOODS: S&P Affirms 'B-' CCR & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Siloam Springs, Ark.-based
Simmons Foods Inc. and revised the rating outlook to positive from
stable.

"The outlook revision reflects our belief that free cash flow will
turn positive and remain so over the next 12 months as the
company's capital expenditures decline following significant
investments in pet food manufacturing equipment," said Standard &
Poor's credit analyst Stephanie Harter.  "These developments should
allow the company to reduce its ratio of debt to EBITDA to near or
below 4x over the next two years.  We would consider a higher
rating if Simmons sustains its current EBITDA levels, improves its
free cash flows as expected, and brings debt to EBITDA to below
4x."



SOUTH & HEADLEY: Order Denying Bid to Dismiss Ch. 11 Case Upheld
----------------------------------------------------------------
Judge Michael A. Shipp of the United States District Court for the
District of New Jersey affirmed both the Bankruptcy Court's denial
of South Street Morristown LLC's motion to dismiss the Chapter 11
case of South & Headley Associates, Ltd., and motion to excuse
turnover requirements in the case.

South Street appealed from two orders entered by the Bankruptcy
Court on November 20, 2014, (1) denying South Street's motion to
dismiss South & Headley's bankruptcy proceeding as a bad faith
filing and (2) denying South Street's motion to excuse the turnover
requirements and keep the state court-appointed receiver in place.

The appeals case is SOUTH STREET MORRISTOWN LLC, Appellant, v.
SOUTH & HEADLEY ASSOCIATES, LTD., Appellee, Bankruptcy Action No.
14-28225 (MBK), Civil Action No. 14-7578 (MAS)(D.N.J.).

A full text of Judge Shipp's Opinion dated August 31, 2015, is
available at http://is.gd/q2lqrt,from Leagle.com:

The Debtor is represented by:

         Morris S. Bauer, Esq.
         NORRIS MCLAUGHLIN & MARCUS
         721 US-202 #200
         Bridgewater, NJ 08807
         Tel: 908-722-0700
         Email: mbauer@nmmlaw.com

Morristown, New Jersey-based South & Headley Associates, Ltd.,
sought protection under Chapter 11 of the Bankruptcy Code on Sept.
4, 2014 (Bankr. D.N.J., Case No. 14-28225).  The Debtor is a single
asset real estate debtor.  The Debtor's counsel is Morris S. Bauer,
Esq., at NORRIS Mclaughlin & MARCUS, PA, in Bridgewater, New
Jersey.


STANDARD REGISTER: Debtor Targeting November Approval of Plan
-------------------------------------------------------------
SRC Liquidation Company, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 plan of
liquidation, which proposes to pay 1% of the allowed claims of
general unsecured creditors.

According to the explanatory Disclosure Statement, the Debtors'
assets were sold to Taylor Corp., a privately held company in the
same business as the Debtors.  The proceeds from the Taylor Sale
were used to (i) repay the Debtors' Postpetition DIP Financing,
(ii) pay the Claims of the First Lien Term Lenders, (iii) pay a
portion of the Claims of the Second Lien Term Lenders, and (iv)
fund the $5 million GUC Cash Payment.

Taylor also assumed certain limited obligations of the Debtors and
advanced approximately $15.076 million to the Debtors to be used by
the Debtors for the payment of claims related to the wind-down of
the Debtors and their Chapter 11 Cases.  The Debtors used a portion
of the Wind-Down Amount to loan $600,000 to the GUC Trust as the
GUC Trust Seed Funding Amount.  Any portion of the Wind-Down Amount
that is not used to pay claims related to the wind-down of the
Debtors and to wind down the Chapter 11 Cases will be returned to
Taylor, although it is not currently anticipated that there will be
any excess Wind-Down Amount to return to Taylor.

The Debtors propose the following confirmation schedule:

   Deadline to Submit Ballots and
   Third Party Opt-Out Election             Nov. 2, 2015

   Deadline to Object to Disclosure
   Statement and Plan Confirmation          Nov. 2, 2015

   Hearing on Disclosure Statement
   Approval and Plan Confirmation           Nov. 19, 2015

Andrew R. Vara, Acting United States Trustee for Region 3, objected
to the Debtors' motion to approve the Disclosure Statement and
schedule confirmation of the Plan, which motion was filed prior to
Sept. 18, asserting that the U.S. Trustee must have an adequate
opportunity to review the Plan and Disclosure Statement before the
scheduled hearing on the Motion.  The review is critical to ensure
that the Plan and Disclosure Statement do not contain provisions,
errors, or omissions that render the Plan unconfirmable or  that
would require re-solicitation before the Plan could be confirmed,
thereby undermining the economies sought through the proposed
combined hearing, the U.S. Trustee asserted.

A full-text copy of the Disclosure Statement dated Sept. 18, 2015,
is available at http://bankrupt.com/misc/SRCds0918.pdf

Michael R. Nestor, Esq., Kara Hammond Coyle, Esq., Maris J.
Kandestin, Esq., and Andrew L. Magaziner, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware; and Michael A.
Rosenthal, Esq., Jeremy L. Graves, Esq., and Matthew G. Bouslog,
Esq., at Gibson, Dunn & Crutcher LLP, in New York, represent the
Debtors.

The U.S. Trustee is represented by Mark S. Kenney, Esq., Trial
Attorney, Office of the United States Trustee, in Wilmington,
Delaware.

                     About Standard Register

Standard Register provides market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets.  The Company has
operations in all U.S. states and Puerto Rico, and currently
employs 3,500 full-time employees and 16 part-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L.
Shannon and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.



TEMPUR SEALY: Moody's Assigns B1 Rating on New Sr. Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service rated Tempur Sealy International, Inc.'s
new senior unsecured notes B1.  At the same time, the rating on the
existing notes was upgraded to B1 and the rating on the secured
credit facility was upgraded to Ba1 from Ba2.  These upgrades
reflect the change in the relative mix in the company's capital
structure and increased loss absorption in the event of default.
The Ba3 Corporate Family Rating was affirmed.  The rating outlook
is stable.

"We expect the proceeds of the new notes to be used to repay some
of the secured credit facility," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.  "This will not have any
impact on leverage, but will eliminate some uncertainty associated
with variable rate debt and will extend the maturity date," noted
Cassidy.

Rating assigned:

  Senior Unsecured Notes due 2023 at B1 (LGD 5)

Ratings upgraded:

  Senior Secured Term Loan A due 2018 to Ba1 (LGD 2) from Ba2
   (LGD 3);

  Senior Secured Term Loan B due 2020 to Ba1 (LGD 2) from Ba2
   (LGD 3);

  Senior Secured Revolving Credit Facility expiring 2018 to Ba1
   (LGD 2) from Ba2 (LGD 3);

  Senior Unsecured Notes due 2020 to B1 (LGD 5) from B2 (LGD 5);

Ratings affirmed:

  Corporate Family Rating at Ba3;
  Probability-of-Default Rating at Ba3-PD;
  Speculative Grade Liquidity Rating at SGL-1

RATINGS RATIONALE

Tempur Sealy's Ba3 Corporate Family Rating reflects its moderate
leverage, good cash flow generating abilities, sizeable market
share, and solid scale, with revenue of around $3 billion.  The
ratings also incorporate the volatility in profitability and cash
flows experienced during economic downturns and by the uncertainty
in discretionary consumer spending, especially for middle and low
income consumers.  The ratings benefit from Tempur's solid
operating margins with EBIT/revenue around 11% and good interest
coverage over 3 times.  Tempur Sealy's strong market position,
well-known brand names, improving consumer confidence, and the
mattress industry's historically strong fundamentals, anchor the
rating.

The stable outlook reflects Moody's view that Tempur will continue
to reduce debt with free cash flow and maintain solid credit
metrics.

Tempur's ratings could be upgraded if its operating performance
continues to improve and the company maintains its policy of
reducing debt with free cash flow.  Key credit metrics necessary
for an upgrade would be debt/EBITDA sustained below 3 times,
interest coverage maintained above 4 times and mid teen EBIT
margins.

Ratings could be downgraded if operating performance meaningfully
deteriorates or if leverage significantly increases for any reason.
Key credit metrics that could lead to a downgrade would be
debt/EBITDA sustained above 4.5 times, interest coverage maintained
below 2.5 times, or mid-single digit EBIT margins. Large debt
financed shareholder returns could also lead to a downgrade.

Tempur Sealy International, Inc.'s develops, manufactures, markets
and sells bedding products, which include mattresses, foundations
and adjustable bases, and other products such as pillows and other
accessories.  On March 18, 2013, the company completed the
acquisition of Sealy Corporation, which manufactures and markets a
broad range of mattresses and foundations under the Sealy, Sealy
Posturepedic, Stearns & Foster and other brands.  Net revenue for
the twelve months ended June 30, 2015, approximated $3.1 billion.



TEMPUR SEALY: S&P Assigns 'BB-' Rating on New $350MM Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
ratings to Tempur Sealy International Inc.'s proposed $350 million
senior unsecured notes due 2023.  The recovery rating is '3',
indicating our expectations for meaningful (50% to 70%) recovery in
the event of a payment default, at the upper end of the range.
Proceeds will repay a portion of the company's term loan B.  S&P
estimates the company's adjusted debt was approximately $1.7
billion as of June 30, 2015.  S&P estimates the company's ratio of
debt to EBITDA would decline to below 4x by the end of fiscal 2015
and below 3.5x by fiscal 2016, as compared with 4.5x for the 12
months ended June 30, 2015.

S&P's business risk assessment on Tempur Sealy reflects its strong
market position in the North American mattress industry, portfolio
of well-recognized brands, and its geographic diversification.
Other credit factors include the company's narrow business focus in
a highly competitive industry, exposure to raw material cost
volatility, and vulnerability to reduced discretionary spending in
an economic downturn.  Tempur Sealy markets and manufactures
proprietary viscoelastic foam mattresses and pillows under the
TEMPUR and Tempur-Pedic brands, and both inner-spring and foam
mattresses under the Sealy, Sealy Posturepedic, Stearns & Foster,
and Optimum brands.

The issue-level rating on the company's $1.8 billion senior secured
credit facilities is 'BB+' with a recovery rating of '1'. The
issue-level rating on the company's existing senior unsecured notes
is 'BB-' with a recovery rating of '3'.

Simulated default and valuation assumptions:

   -- Year of default: 2019
   -- EBITDA at emergence: $305 million
   -- Implied enterprise value (EV) multiple: 6.5x

Simplified waterfall:

   -- Gross EV at default: $2 billion
   -- Net EV available to secured creditors: $1.7 billion
   -- Senior secured debt claims: $795 million
      -- Recovery expectation: Over 100%
   -- Value available to unsecured claims: $1.1 billion
   -- Total unsecured debt claims: $860 million
      -- Recovery expectations: 50% to 70%, higher end of the
      range

*All debt amounts include six months of prepetition interest.

RATINGS LIST

Tempur Sealy International Inc.
Corporate credit rating                BB-/Positive/--

Ratings Assigned
Tempur Sealy International Inc.
Senior Unsecured
  $350 mil. notes due 2023              BB-
   Recovery rating                      3H



UNISYS CORP: Moody's Affirms B1 CFR, Outlook Negative
-----------------------------------------------------
Moody's Investors Service affirmed Unisys Corp.'s B1 Corporate
Family Rating and rated the new Senior Secured Notes at Ba2.
Moody's expects to upgrade Unisys's existing 6.25% Senior Notes due
2017 to Ba2 from B1 following closing of the New Notes to reflect
that the Existing Notes, which were previously unsecured, will
share in the collateral package backing the New Notes.  The outlook
is negative.

The New Notes and the Existing Notes will share in a collateral
package that includes a first lien on all of Unisys's domestic
assets excluding the senior secured revolver's collateral, which
consists of cash and accounts receivable, and a pledge of stock on
direct foreign subsidiaries.  This will be supplemented by a 2nd
lien on the revolver's collateral.

Unisys plans to use the proceeds of the New Notes to build
liquidity to fund the cash expenses of Unisys's $300 million
restructuring program, which will include a sizable workforce
reduction.  Thus, Moody's expects that cash severance payments will
comprise a large portion of the anticipated $300 million of
restructuring charges over the next year.

Assignments:

  Senior Secured Regular Bond/Debenture (Local Currency), Assigned

   Ba2, LGD2

Ratings Affirmed:

  Corporate Family Rating, B1
  Probability of Default Rating, B1-PD
  Speculative Grade Liquidity, SGL-2

Outlook Actions:

  Outlook remains negative

Ratings Unchanged:

  Senior Unsecured Regular Bond/Debenture (Local Currency), B1 –

   rating expected to be upgraded to Ba2 upon closing of New Notes

   and sharing of collateral

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Unisys's net cash funded
debt position and diversified services portfolio, which includes a
large Public Sector and U.S. Federal component (more than 40% of
total revenue), and a geographic mix in which more than half of
revenues are international.

Nevertheless, the ratings and negative outlook reflects Moody's
expectation that Unisys will generate no better than modest levels
of free cash flow over the next year to 18 months due to weak
margins, large pension contributions, and cash costs of the global
restructuring program.  Moreover, although funded debt is modest,
Unisys faces a significant underfunded pension liability of about
$2.2 billion ($1.6 billion for US plans), and Moody's expects that
contributions to the pension plans will consume a large portion of
FCF over the near to intermediate term.  Furthermore, Unisys is in
the process of implementing a strategy transition, including a
large operating restructuring program requiring significant cash
restructuring costs over the near term, which entails meaningful
execution risks.  Unisys competes against firms that have
considerably larger scale and greater financial resources.

The Ba2 rating on the New Notes reflects both Unisys's probability
of default and the loss given default expectation for the New
Notes.  The Ba2 rating is two notches higher than the B1 CFR and
reflects the collateral package and cushion in a default scenario
from the significant amount of unsecured non-debt obligations
including pension liabilities.  A one notch downward override was
applied to the LGD model implied rating reflecting an expectation
for an increase in the proportion of secured debt relative to
unsecured obligations in the capital structure over the medium
term.

The Speculative Grade Liquidity rating of SGL-2 reflects Unisys's
good liquidity.  Although Moody's expects Unisys to only generate
modest FCF over the next year due to restructuring costs, liquidity
is supported by the large cash balance ($364.8 million as of June
30, 2015, which should grow to over $675 million from the proceeds
of the New Notes) and modest near term debt maturities until the
6.25% Senior Notes mature in 2017. Liquidity is also supported by
the secured revolver ($89.6 million available as of June 30, 2015),
under which Moody's expects availability of over $60 million.

The outlook could be stabilized if Unisys successfully executes the
restructuring, with the EBITDA margin (Moody's adjusted, excluding
restructuring expenses) maintained above 20% and revenues growing
at least in the low single digits percent level. We would also
expect debt to EBITDA (Moody's adjusted, excluding restructuring
expenses) to be sustained below 5x.

Although an upgrade is not expected in the near term given the
negative outlook, the ratings could be upgraded if the company
demonstrates at least mid-single digit revenue growth, EBITDA
margins (Moody's adjusted) at least in the low 20s percent level,
and debt to EBITDA (Moody's adjusted) below 4 times.

The ratings could be downgraded over the near term if Unisys is not
on-course to improve the EBITDA margin to 20% (Moody's adjusted,
excluding restructuring expenses) and debt to EBITDA to below 5x
(Moody's adjusted, excluding restructuring expenses).  If FCF
generation weakens further or revenues decline by more than the low
single digits percent, the ratings could also be lowered as this
would likely indicate difficulty implementing the restructuring or
a weakening competitive position.

Unisys Corporation, based in Blue Bell, Pennsylvania, provides
information technology (I/T) services and enterprise server
hardware worldwide.  Unisys competes against similar-sized peers as
well as much larger I/T services and hardware vendors including
IBM, Accenture, Hewlett Packard, and a number of services providers
located in India, including Infosys and Tata Consultancy Services.

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



UNISYS CORP: S&P Lowers CCR to 'B+' & Rates $350MM Sr. Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Blue Bell, Pa.-based Unisys Corp. to 'B+' from
'BB-'.  The outlook is negative.

At the same time, S&P assigned its 'BB' issue-level rating and '1'
recovery rating to the company's new $350 million of senior secured
notes.  S&P also raised the issue-level rating on the company's
existing senior unsecured notes to 'BB' from 'BB-' and revised the
recovery rating on this debt to '1' from '4'.  The '1' recovery
rating indicates S&P's expectation for very high (90%-100%)
recovery in the event of payment default.

"Our downgrade of Unisys reflects our expectation that the
company's new debt issuance and restructuring expenses will
preclude the firm from lowering its Standard & Poor's-adjusted
leverage to less than 5x during the next 24 months, in spite of
planned operating cost reductions," said Standard & Poor's credit
analyst James Thomas.

Although the additional borrowing will enhance the firm's liquidity
position, S&P believes that the increase in debt and interest
coverage burden will weaken the firm's financial risk profile, for
which S&P revised its assessment to "aggressive" from
"significant," as defined in its criteria.

S&P's rating on Unisys incorporates its "weak" business risk
profile, reflecting S&P's view of the company's second-tier
position in the global information technology (IT) services market,
the highly competitive conditions in the IT services industry, and
the volatile earnings from the firm's technology hardware business.
Unisys' significant base of contractually recurring service
revenues partly offsets these factors.  S&P's "aggressive"
financial risk profile assessment on Unisys reflects S&P's
expectations that the company's EBITDA interest coverage will
exceed 3x in the coming year and that it will be challenging for
the firm to reduce its debt to EBITDA to less than 5x during the
next 24 months despite its plans for expense reductions.

S&P bases its negative outlook on Unisys on S&P's expectation that
it will be challenging for the company to generate free cash flow
as a result of high restructuring charges and weakened margins in a
highly competitive IT services environment.

S&P would consider a downgrade if Unisys is unable to make headway
in its cost reduction plans as a result of regulatory or other
challenges and if free cash flow turns persistently negative.

S&P would consider revising the outlook to stable if Unisys is able
to demonstrate progress in reducing operating expenses and assumes
a trajectory to raise its adjusted free cash flow to debt ratio
over 5%.



UNIVERSAL COOPERATIVES: Files Plan Supplement
---------------------------------------------
Universal Cooperatives, Inc. et al., filed on Aug. 20, 2015, a plan
supplement in accordance with the Amended Joint Administratively
Consolidated Plans of Liquidation of the Debtors and the Official
Committee of Unsecured Creditors Under Chapter 11 of the Bankruptcy
Code, dated July 17, 2015.  The Plan supplement contains:

  * Exhibit 1: Form of Liquidating Trust Agreement
  * Exhibit 2: List of Assumed Contracts and Unexpired Leases
  * Exhibit 3: Proposed Notice of Effective Date
  * Exhibit 4: Form of Request for Payment of Administrative
Expense Claims Arising Between May 1, 2015 and the Effective Date
of Plan.

A copy of the Plan Supplement is available for free at:

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

                    About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members
and
over 50 associate members.  

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection
Alliance, LLC; Agrilon International, LLC; and zavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.  

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and
$29.3
million in liabilities as of the Chapter 11 filing.  

The Debtors have tapped Travis G. Buchanan, Esq., Robert S.
Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan,
Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager,
Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at
Foley  & Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.  

Bank of America, N.A., as agent for the DIP Lenders, is
represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.  

The United States Trustee for Region 3 appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at  Venable LLP, in Wilmington, Delaware.


US SILICA: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Frederick, Md.-based U.S. Silica and revised the
rating outlook to negative from stable.

S&P also lowered its issue-level rating on the company's senior
secured term loan to 'BB-' from 'BB' and revised the recovery
rating on the debt to '3' from '2', indicating S&P's expectation
for meaningful (50% to 70%; upper half of the range) recovery in
the event of payment default.

"The negative outlook reflects our assessment of the deterioration
in U.S. Silica's credit measures as EBITDA and cash flows are being
pressured by lower demand and weaker pricing for hydraulic
fracturing, or 'frac', sand as a result of reduced oil and gas
drilling and completion activity," said Standard & Poor's credit
analyst Ryan Gilmore.

S&P continues to assess U.S. Silica's financial risk profile as
"significant" and the business risk profile as "weak" based on the
company's exposure to the volatile and cyclical oil and gas market,
which causes broad swings in supply and demand and highly volatile
pricing for frac sand.  S&P assess liquidity as "adequate."

The negative rating outlook reflects deterioration in U.S. Silica's
credit measures as cash flows are being pressured by lower demand
and pricing for frac sand, driving leverage higher over the next 12
months.

S&P could lower the rating if it no longer deemed liquidity to be
"adequate" or if leverage were sustained at 4x or above.  This
scenario could occur if demand or prices remained stagnant or
weakened from current levels.  S&P bases the prices assumed in its
forecast for leverage on Standard & Poor's published assumptions
for oil and gas prices.  Any downward revisions to these
assumptions could lead to a negative rating action.  In addition,
S&P could also consider a negative rating action if the company
increased its debt levels to finance a large acquisition or
dividend.

It is unlikely that S&P would raise the rating in the next 12
months given the current weakness in U.S. Silica's operating
environment.  However, S&P could raise the rating if the company
maintained leverage below 4x while enhancing the business to a
level S&P views is commensurate with a "fair" business risk profile
assessment.  This could occur if the operating environment improves
and current expansion targets are continually achieved. Separately,
S&P could raise U.S. Silica's rating if the company achieved
sustainable improvement in credit measures, with leverage of less
than 3x and FFO to debt more than 30%.



VAUGHAN COMPANY: District Court Denies Lankfords' Appeal
--------------------------------------------------------
Judge Robert C. Brack of the United States District Court for the
District of New Mexico affirmed a magistrate judge's proposed
findings and recommended disposition concluding that Appellant
David Lankford and Lee Ann Lankford failed to demonstrate that the
Bankruptcy Court abused its discretion by denying their Motion to
Vacate its order granting summary judgment in favor of Judith A.
Wagner, as Chapter 11 Trustee of the bankruptcy estate of the
Vaughan Company, Realtors.

The case is JUDITH A. WAGNER, as Chapter 11 Trustee of the
bankruptcy estate of the Vaughan Company, Realtors,
Plaintiff/Appellee, v. DAVID LANKFORD and LEE ANN LANKFORD, husband
and wife, Defendants/Appellants, NOS. 14-CV-01153-RB-CG,
10-10759-J11, ADVERSARY NO. 12-1139-J (D.N.M.), relating to In re:
THE VAUGHAN COMPANY, REALTORS, Debtor.

A full text of Judge Brack's Order dated August 25, 2015, is
available at http://is.gd/IYVUlNfrom Leagle.com.

David Lankford, Appellant, Pro Se.

Lee Ann Lankford, Appellant, Pro Se.

Judith A. Wagner, Appellee, is represented by:

         Mark Walsh Allen, Esq.
         ARLAND & ASSOCIATES, LLC
         201 3rd St NW #505
         Albuquerque, NM 87102
         Tel: 505.338.4057
         Fax: 505.338.4061
         Email: mallen@thearlandlawfirm.com

            -- and --

         Maureen A Sanders, Esq.
         SANDERS & WESTBROOK, PC
         102 Granite Ave NW
         Albuquerque, NM 87102
         Tel: (505) 243-2243
         Fax: (505) 243-2750

            -- and --

         Daniel A White, Esq.  
         Edward A. Mazel, Esq.
         James A. Askew, Esq.
         ASKEW & MAZEL, LLC
         320 Gold Ave SW #300a
         Albuquerque, NM 87102
         Tel: 505-433-3097
         Fax: 505-717-1494
         Email: dwhite@askewmazelfirm.com
                edmazel@askewmazelfirm.com
                jaskew@askewmazelfirm.com

United States Trustee, Trustee, represented by Ronald Andazola, US
Trustee's Office.

             About The Vaughan Company Realtors

The Vaughan Company Realtors filed for Chapter 11 protection
(Bankr. N.M. Case No. 10-10759) on Feb. 22, 2010.  George D.
Giddens, Jr., Esq., represents the Debtor in its restructuring
efforts.  The Company estimated both assets and debts of between
$1 million and $10 million.  Judith A. Wagner was appointed as
Chapter 11 Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


WESTERN ENERGY: Moody's Lowers CFR to B2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Western Energy Services
Corp.'s Corporate Family Rating (CFR) to B2 from B1, Probability of
Default Rating to B2-PD from B1-PD and senior unsecured notes
rating to B3 from B2.  Moody's raised the Speculative Grade
Liquidity Rating to SGL-1 from SGL-2.  The rating outlook remains
stable.

"The downgrade reflects the anticipated decline in Western's cash
flow in 2015 and 2016, which will result in debt to EBITDA metric
rising towards 4x," said Paresh Chari, Moody's Analyst. "Visibility
for cash flow in 2016 is limited as Western will only have 10% of
its fleet under contract, increasing the company's vulnerability to
the spot market."

Downgrades:

Issuer: Western Energy Services Corp.

  Corporate Family Rating, Downgraded to B2 from B1
  Probability of Default Rating, Downgraded to B2-PD from B1-PD
  Senior Unsecured Regular Bond/Debenture Jan 30, 2019, Downgraded

   to B3 from B2

Upgrades:

  Speculative Grade Liquidity Rating, Raised to SGL-1 from SGL-2
   Outlook Actions:
  Outlook, Remains Stable

RATING RATIONALE

Western's B2 Corporate Family Rating (CFR) is driven by its small
scale and geographic concentration, exposure to the cyclical and
seasonal contract land drilling business, and significant portion
of uncontracted rigs in its fleet.  The rating also considers
Western's high quality assets, modest diversity provided by its
production services division and very good liquidity.  While the
company's financial leverage metrics will deteriorate because of
lower utilization and margins through at least 2016, its leverage
will remain better than many similarly rated peers.

Western Energy's SGL-1 liquidity rating reflects very good
liquidity.  As of June 30, 2015, Western had C$84 million of cash
and full availability under its C$175 million revolving credit
facility due December 2018.  Moody's expects negative free cash
flow of about C$25 million for the 15 month period through to
September 30, 2016 to be funded with cash.  Moody's expects Western
will remain in compliance with its three financial covenants
through this period.  Alternate liquidity is limited given that
substantially all of the company's assets are pledged under the
revolver.

The C$265 million senior unsecured notes (due January 2019) are
rated B3, one notch below the B2 CFR, because of the priority
ranking C$195 million secured credit facilities in accordance with
Moody's Loss Given Default Methodology.

The stable outlook reflects our expectation that EBITDA will remain
roughly flat in 2016 from 2015 levels, and that leverage will
remain around 4x.

The rating could be downgraded if Western's adjusted debt to EBITDA
is likely to remain above 5x or if the liquidity profile weakened.

The rating could be upgraded if Western's EBITDA is restored to
previous levels, which would require commodity prices to improve to
drive significantly higher drilling activity, while reducing
adjusted debt to EBITDA to around 2x.

Western Energy Services Corp., based in Calgary, Alberta provides
land drilling services, well servicing and oilfield rental
equipment to North American Exploration and Production (E&P)
companies.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.



WET SEAL: Liquidating Plan Goes to Oct. 30 Confirmation Hearing
---------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on Sept. 11, 2015, issued a revised order
approving the disclosure statement explaining the First Amended
Joint Plan of Liquidation of Seal123, Inc., f/k/a/ The Wet Seal,
Inc., et al., and their Official Committee of Unsecured Creditors.

As previously 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.

The deadline by which all Ballots must be properly executed,
completed, delivered to, and actually received will be Oct. 19.
The Voting Agent will file its Voting Report by Oct. 21.

The date set for the Confirmation Hearing will be Oct. 30, at 2:00
p.m. (prevailing Eastern Time).  The deadline for filing Plan
Objections will be Oct. 19.  The Debtors or any other party
supporting Confirmation of the Plan are authorized to file a
response to any Plan Objections no later than Oct. 26.

A full-text copy of the Disclosure Statement dated Sept. 15 is
available at http://bankrupt.com/misc/SEALds0915.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.



XINERGY LTD: Oct. 16 Hearing to Approve Disclosure Statement
------------------------------------------------------------
BankruptcyData reported that Xinergy Ltd filed with the U.S.
Bankruptcy Court a Chapter 11 Plan of Reorganization and related
Disclosure Statement.

Upon consummation of the Plan, the reorganized company New Holdco
will cancel all existing equity securities in New Holdco's equity
interests shall consist of new common stock.  The Debtors also
anticipate the need for exit financing on terms to be determined,
which may involve conversion of the D.I.P. facility pursuant to the
exit conversion or alternative exit financing arrangement.

Holders of administrative claims, priority tax claims and priority
non tax claims will be paid in full cash. Holders of other secured
claims will be paid in full in cash, the collateral securing the
other secured claim or other treatment in accordance with Section
1124.

Holders of senior secured note claims will receive a pro rata share
of 100% of the new common stock.  Intercompany claims and interests
will be unaltered, reinstated or other treatment rendering
unimpaired, while holders of interests in Xinergy common stock and
Section 510(b) Claims (if any) will be canceled.  The Disclosure
Statement notes, "Holders of Allowed Class 4 Claims are not
entitled to any Distribution under the priority scheme of the
Bankruptcy Code because the Debtors do not have assets of
sufficient value to pay in full the claims of classes that are
senior to Class 4, nor are there any unencumbered assets.

The Debtors thus do not attribute any value to General Unsecured
Claims on an absolute priority basis. Nonetheless, the treatment of
General Unsecured Claims is to-be determined.  Therefore, the
entitlement of that class to vote is reserved."  

The Court scheduled an Oct. 16, 2015 hearing to consider approval
of the Disclosure Statement.

                         About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black.  The cases
are
being jointly administered for procedural purposes.

Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.

The U.S. Trustee appointed a two member official committee of
unsecured creditors.  The Committee tapped to retain McGuireWoods
LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its
local counsel.


[*] Arthur Andersen to Restart from Europe in 2016
--------------------------------------------------
Arthur Andersen, the international network of B2B services founded
in Chicago in 1913, has been considerably metamorphorized and will
restart under its historical brand name.

A new start after its disappearance in 2002 linked to the
bankruptcy of Enron.  In 2005, Andersen was cleared of all charges
by the American Supreme Court of Justice.  In 2015, a unique and
innovative model, a pioneer in inter-professionalism and
tailor-made B2B services is to come to life.  A daring challenge
backed up by two French partners, convinced of the brands up to
date values and strength.

"We are in the process of meeting potential structures and
individuals who could join the network.  Our priorities are
diversity and plurality for future talents in our team.  Our
innovative model is based on Arthur Andersen's historical strengths
and values, and above all, the motivation behind them.  I have
rediscovered all the energy and enthusiasm that I previously knew
at Arthur.  We have learnt from the past and kept the essential
values of Arthur Andersen(R): 'excellence and innovation'.  Our new
model is both bold and purposeful.  Those clients and collaborators
looking for a new deal in business consultancy will find it with
us.  The name Arthur Andersen(R) speaks for itself.  Our commitment
to excellence knows no bounds.  We are as proud of our origins and
ambition as we are humble in our way of doing business," comments
Veronique Martinez,
Co-founder and Partner.

"Our vision was to define an innovative model, capable of
integrating the new expectations of the clients in terms of the
services and ethical and governance issues.  We have called it 'The
New Arthur Andersen'.  The historical brands were neglected and had
become vulnerable.  We have dared to take this initiative despite
of the legal issues and the conservatism of some former members of
the network.  Our aim is to create an attractive, collaborative
work environment around values of well-being, mutual respect,
commitment and solidarity, adding a zest of 'French touch' to our
tailor-made client relations," comments Stephane Laffont-Reveilhac,
Co-founder and CEO.



[*] Edward Fox Joins Seyfarth's Bankruptcy Practice in New York
---------------------------------------------------------------
Seyfarth Shaw LLP announced the arrival of partner Edward M. Fox to
the firm's Bankruptcy, Workouts and Business Reorganization
practice group in New York.

Spanning 30 years, Mr. Fox's practice includes all aspects of
bankruptcy, financial restructurings and corporate reorganizations.
He has represented debtors, creditors' committees, indenture
trustees, landlords, and other creditors in some of the largest
bankruptcy cases in the nation.  He has also represented banks,
labor unions, pension funds, and other creditors in various Chapter
11 reorganization cases involving retailers, office buildings,
hotel and motel properties, casinos and other corporations.  In
addition, he has represented ad hoc committees and creditors in
out-of-court restructurings.

"As we expand our bankruptcy practice nationally, we seek lawyers,
like Ed, who have the ability to advise clients in many complex
matters regardless of the economic environment," said
Kate Perrelli, chair of Seyfarth's Litigation department.  "Along
with his exceptional bankruptcy knowledge, Ed is highly skilled in
transactions and a go-to lawyer in the courtroom."

"Ed is a well-known bankruptcy lawyer with strong transactional
experience who will be an asset to our growing corporate and real
estate teams in New York," said John Napoli, co-managing partner of
the firm's New York office.

"Our team is thrilled to welcome a lawyer of Ed's caliber who
enhances our bankruptcy and litigation resources on the East Coast
and nationally," said Lorie Almon, co-managing partner of the
firm's New York office.

Mr. Fox earned his J.D., magna cum laude, from Boston University
School of Law where he served as Editor of the American Journal of
Law & Medicine.  He received his B.A. from Columbia University.

                     About Seyfarth Shaw LLP

Seyfarth Shaw -- http://www.seyfarth.com/-- has more than 850
attorneys and provides a broad range of legal services in the areas
of labor and employment, employee benefits, litigation, corporate
and real estate.  With offices in Atlanta, Boston, Chicago,
Houston, London, Los Angeles, Melbourne, New York, Sacramento, San
Francisco, Shanghai, Sydney and Washington, D.C., Seyfarth's
clients include over 300 of the Fortune 500 companies and reflect
virtually every industry and segment of the economy.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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