TCR_Public/150925.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, September 25, 2015, Vol. 19, No. 268

                            Headlines

2477 ARTHUR AVENUE: Voluntary Chapter 11 Case Summary
33 PECK SLIP: Morning View Has $37.3M Deal for Seaport Property
33 PECK SLIP: Proposes Nov. 10 Auction for Seaport Hotel Property
33 PECK: Oct. 7 Hearing on Plan Confirmation Schedule
33 PECK: Ousted Exec Can't Force Robins Kaplan to Produce Docs

575-80 REALTY: Case Summary & Largest Unsecured Creditor
ARCAPITA BANK: RA Holdings OKs Partial Redemption of Class A Shares
BION ENVIRONMENTAL: Incurs $5.6 Million Net Loss in Fiscal 2015
BIRMINGHAM COAL: Bid for Adequate Protection Held in Abeyance
BIRMINGHAM COAL: Bid for Appointment of Debenture Holders Denied

BIRMINGHAM COAL: Grants Adequate Protection to Regions Bank
BOOMERANG TUBE: Creditors Get OK to Keep Analyst's Identity Secret
BOOMERANG TUBE: Plan Confirmation Hearing Begins
BOOMERANG TUBE: Plan Supplements, Exhibits Filed
BOOMERANG TUBE: Valuation Report Stricken From Plan Hearing

BRIT LIMITED: Fitch Affirms 'BB' Subordinated Notes Rating
BROWARD COUNTY: Moody's Puts Ba2 Senior Bonds Rating Under Review
C WONDER: Nest International Sells $46,000 Claim to ASM Capital
CANADIAN SOLAR: Fitch Assigns 'BB' IDR, Outlook Stable
CANADIAN SOLAR: S&P Assigns 'BB' Corp. Credit Rating

COATES INTERNATIONAL: Gets $66,500 From Note Issuance
COCRYSTAL PHARMA: Prepares Presentation for Investors
COLLAVINO CONSTRUCTION: Gets Approval for AFCO Financing Deal
COMMUNITY HEALTH: Court Sustains Objection to Claim No. 41
CORINTHIAN COLLEGES: Judge Denies Bid to Extend Termination Date

COVENANT PARTNERS: Agreed to Pay $6.8MM to Settle SEC Fraud Claims
CPI CARD: S&P Affirms 'BB-'Corp. Credit Rating, Outlook Stable
CRYOPORT INC: Unit Signs $400,000 Purchase Agreement with KLATU
CVB STATUTORY TRUST III: Fitch Affirms 'BB-' Preferred Stock Rating
DBSI INC: Liquidating Trustee Wins $18.6MM Judgment Against Ex-CEO

DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
DOWENT FAMILY: Court Awards Efpar $130K in Damages
EDENOR SA: Accepts Resignation of Juan Cuattromo as Director
ELBIT IMAGING: Plaza Centers' Board Chairman Resigns
ELBIT IMAGING: Plaza Centers' CEO Quits

ELBIT IMAGING: Unit Gets Shareholder Notice to Convene Meeting
EMPIRE RESORTS: To Hike Capital for Montreign Resort Casino Project
ENERGY FUTURE: EFH Committee Hires Gibbs & Bruns as Trial Counsel
EXGEN TEXAS: Moody's Changes Rating Outlook to Negative
EZENIA! INC: Court Imposes $45K Monetary Sanction on Ex-CEO

FILMED ENTERTAINMENT: Can Use Cash Collateral Until Nov. 27
FLINTKOTE COMPANY: Wins Confirmation of Modified Plan
FRONTIER COMMUNICATIONS: Fitch Rates $6.6BB Sr. Unsec. Notes 'BB'
GENERAL CABLE: Moody's Affirms 'B2' Corporate Family Rating
GENERAL STEEL: Signs Exchange Pact to Acquire Catalon Chemical

GENIUS BRANDS: Stockholders OK Reverse Common Stock Split
GOLDEN COUNTY: Riiser Energy Sells $7,000 Claim to Argo Partners
HCSB FINANCIAL: Court Preliminarily OKs Class Action Settlement
HEALTH DIAGNOSTIC: Court Approves A&M's Martin McGahan as CRO
HEALTH DIAGNOSTIC: Hunton & Williams Approved as Bankr. Counsel

HEALTHWAREHOUSE.COM INC: Working with Melrose to Cure Default
HERCULUS OFFSHORE: Restructuring Wins Bankruptcy Judge's Approval
HII TECHNOLOGIES: Files for Chapter 11 to Auction Off Assets
HYDROCARB ENERGY: Newl Director Clint Summers Passed Away
HYDROCARB ENERGY: Sells CEO $517K Convertible Notes

ISC8 INC: Court Confirms Amended Plan of Liquidation
JAC HOLDING: S&P Affirms 'B' CCR & Revises Outlook to Negative
LDR INDUSTRIES: Court Approves Hiring of CJBS as Auditor
LEHMAN BROTHERS: $5.8 Billion for Unsec. Creditors in 8th Payout
MACHINERY TRANSPORT: Case Summary & 20 Top Unsecured Creditors

MAGNETATION LLC: Reorganization Plan Filed to Meet Milestone
NET ELEMENT: Oleg Firer Reports 7.6% Stake as of Sept. 11
NGPL PIPECO: Fitch Affirms 'CCC' IDR Then Withdraws Rating
PERFORMANCE FOOD: IPO a Credit Positive, Moody's Says
PETTERS CO: Court Dismisses Ritchie Capital Suit Against Costco

PETTERS COMPANY: Trustee Reports on Progress Towards Plan Filing
QUIRKY INC: Proposes Rust/Omni as Claims and Noticing Agent
QUIRKY INC: Seeks 30-Day Extension to File Schedules
QUIRKY INC: Seeks Approval to Pay $450,000 Critical Vendor Claims
REFCO LLC: Disputes DPM-Mellon's Bid for Attorneys' Fees

RELATIVITY MEDIA: Lenders Defend Sale After Macquarie's Objection
RELATIVITY MEDIA: Producer Says Chief Misrepresented Finances
RESIDENTIAL CAPITAL: Objection to Fraud, WCPA Claims Sustained
REVEL AC: Investment Funds Sue Utility Firm Over Bonds
RIVERSIDE MILITARY: Fitch Affirms 'BB+' Rating on $66.9MM Bonds

ROTONDO WEIRICH: Can Hire ESBA as Financial Advisor
ROTONDO WEIRICH: Hires EisnerAmper as Financial Advisors
ROTONDO WEIRICH: To File Schedules and Statements
SABRE HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
SALADWORKS LLC: Court Grants Open-Ended Plan Exclusivity

SAN BERNARDINO: Luxembourg Bank Says Plan Outline Lacks Details
SOAMES LANE TRUST: Case Summary & Largest Unsecured Creditor
SPECTRUM ANALYTICAL: $6,000 in Claims Switched Hands in Sept.
STANDARD REGISTER: Wants Until December 7 to Remove Actions
SUNCOKE ENERGY: S&P Affirms 'BB-' CCR, Outlook Stable

TRANEN CAPITAL: Chapter 15 Case Summary
TRANEN CAPITAL: Seeks U.S. Recognition of BVI Liquidation
TRIBUNE PUBLISHING: Moody's Affirms 'B1' Corporate Family Rating
USA DISCOUNTERS: Seeks to Hire Holland & Hart as Special Counsel
USA DISCOUNTERS: Seeks to Tap Williams Mullen as Special Counsel

VARIANT HOLDING: Gets Nod to Incur Up to $10MM in DIP Loans
VARIANT HOLDING: Urges Court to Keep Lawsuit Against Ex-CEO
WHITE BIRCH: Court Recognizes Canadian Sanction Order
YELLOWSTONE MOUNTAIN: Trust Files Reply Brief in 9th Cir. Appeal
[*] Kansas Judge Appointed Head of 10th Cir. Bankruptcy Panel

[*] Securities Litigator Richard Kirby Joins Baker & McKenzie
[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations

                            *********

2477 ARTHUR AVENUE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 2477 Arthur Avenue Realty Corp.
        61 Broadway, Suite 2500
        2477 Arthur Avenue
        Bronx, NY 10458

Case No.: 15-12619

Nature of Business: Single Asset Realty

Chapter 11 Petition Date: September 24, 2015

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

Judge: Hon. Sean H. Lane

Debtor's Counsel: Raymond J. Aab, Esq.
                  61 Broadway, Suite 2500
                  New York, NY 10006
                  Tel: (917) 551-1300
                  Fax: (917) 551-0030
                  Email: rja120@msn.com

Total Assets: $1 million

Total Liabilities: $670,000

The petition was signed by Elizabeth Kajtazi, president.

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

A copy of the petition is available for free at:

            http://bankrupt.com/misc/nysb15-12619.pdf


33 PECK SLIP: Morning View Has $37.3M Deal for Seaport Property
---------------------------------------------------------------
Morning View Hotels - New York Seaport, LLC, has signed a deal to
purchase 33 Peck Slip Acquisition, LLC's hotel property at 33 Peck
Slip, New York, for $37,300,000, absent higher and better offers.

Mr. Shemano relates that the Purchaser's offer exceeds the total
amount of secured claims against the Property.  He notes that after
payment of administrative expenses, the sale of the Property is
anticipated to pay all unsecured creditors in the Debtor's estate.
He further notes that the Debtor's unsecured creditors have claims
totaling only $330,859, according to the Debtor's schedules.

Douglas Hercher, the principal with RobertDouglas, says that since
December 2014, his firm was engaged by Gemini Real Estate Advisors
to market and sell the Debtors' commercial hotel properties and
development real estate in New York in November 2014.

Five offers were received for the Best Western Seaport Hotel,
ranging from $33.25 million to $38 million.  Aside from Morning
View, Atlantic Pearl Investments, Northwind Group, Arcade Capital
LLC, CIM Group, Interwest Corporation submitted offers.  At the
close of the bidding period, Gemini entered into negotiations with
Morning View, the highest bidder on the hotel.

                        Purchase Agreement

Morning View is a Delaware limited liability company or an assignee
formed for the sole purpose of the sale of the Property.  The
Purchase Agreement signed with Morning View contains these salient
terms:

     (a) Purchase Price: The purchase price for the Property is at
least $37,300,000.

     (b) Assets to be Sold:  The Property will be sold on an "as
is" and "where is" basis, without representations and warranties.
The Property will be sold free and clear of any liens, claims,
interests or encumbrances, with such liens, claims or encumbrances
attaching to the proceeds of the sale.

     (c) Expense Reimbursement/Break-Up Fee: In the event that the
Bankruptcy Court approves a sale offer other than to Morning View
or the Property is retained by the Seller, Morning View will
receive a break-up fee of $750,000.

     (d) Topping Bid: The auction sale procedures will require an
initial topping bid by any other bidder of at least $500,000 over
and above the amount of the Breakup Fee and contract price.

                  About 33 Peck Slip Acquisition

Owners of four New York City hotel properties, namely 33 Peck Slip
Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th
Street LLC and 52 West 13th P, LLC, have sought Chapter 11
bankruptcy protection, intending to auction off their assets in
connection with a Chapter 11 plan.

The Debtors own:

   * the Best Western Seaport Hotel, at 33 Peck Slip in the South
Street Seaport Historic District on the Lower Manhattan waterfront
in New York City, New York;

   * the Wyndham Flatiron Hotel, at 37 West 24th Street in the
Flatiron district of New York City, New York;

   * the Jade Greenwich Village Hotel at 52 West 13th Street in
Greenwich Village in Lower Manhattan in New York City, New York;
and

   * the Bryant Park Development Site, a development lot that is
approved for development as a 114-room boutique hotel at 34-36 West
38th Street in the Bryant Park district of New York City, New
York.

33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on
Sept. 3, 2015.

The Debtors reported total assets of $205.8 million and total
liabilities of $135.6 million.

The Debtors have hired Robins Kaplan LLP as their counsel and
Robert Douglas as their real estate advisor to assist with the
sales.



33 PECK SLIP: Proposes Nov. 10 Auction for Seaport Hotel Property
-----------------------------------------------------------------
33 Peck Slip Acquisition, LLC, is asking the U.S. Bankruptcy Court
for the Southern District of New York, for approval to sell its
real property located at 33 Peck Slip, New York, to Morning View
Hotels - New York Seaport, LLC, for $37,300,000, or to another
successful bidder submitting a higher or better offer for the
property.

The Debtor at present operates the Best Western Seaport Hotel at
the 33 Peck Slip property, which is located in the South Street
Seaport Historic District on the Lower Manhattan waterfront
in New York City, New York.

David B. Shemano, Esq., at Robins Kaplan LLP in New York, New York
tells the Court that the Debtors have filed their Joint Plan of
Reorganization, which contemplates, among other things, the sale of
the 33 Peck Slip Property.

Morning View has signed a deal to purchase the Property for $37.3
million, absent higher and better offers.

                        Auction Procedures

Although the Debtor believes the terms of the Purchase Agreement
are fair and reasonable and reflect the highest and best value for
the Property, it nevertheless will place the Purchase Agreement to
the test of the broader public marketplace in order to determine
whether higher or better offers are generated for the Property.
The Debtors seek approval of these sale procedures:

     (1) Bidding Requirements: To be an "acceptable bidder", a
potential bidder must submit a binding offer that, among other
things, provides for a bid for the Property in its entirety for a
cash price equal to or greater than $38,550,000, and a good faith
deposit of $3,855,000.

     (2) Bid Deadline: All Acceptable Bids must be submitted by no
later than Nov. 5, 2015 at 4:00 p.m.

     (3) Auction:  The Auction will take place on Nov. 10, 2015 at
12:00 p.m.

Once the sale procedures order is entered by the Bankruptcy Court,
Robert Douglas will continue to market the Best Western Seaport
Hotel and seek overbids.

A hearing on the Bid Procedures Motion is scheduled for Oct. 7,
2015 at 2:00 p.m.  The deadline for the filing of objections is
Sept. 30, 2015 at 5:00 p.m.

Mr. Hercher avers that a 30-day period to re-solicit potential
buyers is sufficient time to re-market the Property because any
interested bidder will be familiar with the Property and will be
able to quickly assess whether it is interested in participating in
an auction and overbid process.

The Debtors' attorneys can be reached at:

          David B. Shemano, Esq.
          ROBINS KAPLAN LLP
          601 Lexington Avenue
          Suite 3400
          New York, NY 10022-4611
          Telephone: (212)980-7400
          Facsimile: (212)980-7499
          E-mail: Dshemano@RobinsKaplan.com

                  - and -

          Howard J. Weg, Esq.
          Scott F. Gautier, Esq.
          ROBINS KAPLAN LLP
          2049 Century Park East
          Suite 3400
          Los Angeles, CA 90067-3208
          Telephone: (310)552-0130
          Facsimile: (310)229-5800
          E-mail: Hweg@RobinsKaplan.com
                  Sgautier@RobinsKaplan.com

                  About 33 Peck Slip Acquisition

Owners of four New York City hotel properties, namely 33 Peck Slip
Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th
Street LLC and 52 West 13th P, LLC, have sought Chapter 11
bankruptcy protection, intending to auction off their assets in
connection with a Chapter 11 plan.

The Debtors own:

   * the Best Western Seaport Hotel, at 33 Peck Slip in the South
Street Seaport Historic District on the Lower Manhattan waterfront
in New York City, New York;

   * the Wyndham Flatiron Hotel, at 37 West 24th Street in the
Flatiron district of New York City, New York;

   * the Jade Greenwich Village Hotel at 52 West 13th Street in
Greenwich Village in Lower Manhattan in New York City, New York;
and

   * the Bryant Park Development Site, a development lot that is
approved for development as a 114-room boutique hotel at 34-36 West
38th Street in the Bryant Park district of New York City, New
York.

33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on
Sept. 3, 2015.

The Debtors reported total assets of $205.8 million and total
liabilities of $135.6 million.

The Debtors have hired Robins Kaplan LLP as their counsel and
Robert Douglas as their real estate advisor to assist with the
sales.



33 PECK: Oct. 7 Hearing on Plan Confirmation Schedule
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Oct. 7, 2015 at 2:00 p.m. (ET), to
consider approval of a motion by 33 Peck Slip Acquisition LLC and
its debtor affiliates for an order setting a plan confirmation
schedule, including setting the plan confirmation hearing for late
October or early November.  Objections to the Debtors' motion are
due Sept. 30, 2015.

As reported in the Sept. 11, 2015 edition of the TCR, the Debtors
have prepared a joint plan of reorganization, which provides for
the sale of each of the Debtors' real estate assets and the
distribution of the sale proceeds to the applicable Debtor's
creditors and members.  

All creditor classes will either receive payment in full on the
effective date of the Plan or will retain unaltered the legal,
equitable, and contractual rights to which such claim entitles the
holder of such claim, and all member classes will retain unaltered
the legal, equitable, and contractual rights to which such interest
entitles the holder of such interest.  

Because the Plan does not propose to impair any class of claims or
interests, the Debtors assert they are not required to solicit
acceptances in order to satisfy the confirmation requirements of
section 1129 of the Bankruptcy Code.

Because the Debtors believe there is no requirement that the Court
approve and they serve a disclosure statement as a precondition to
a confirmation hearing, the Debtors request that the Court set,
among other things, that a hearing to consider confirmation of the
Plan be set for late October or early November 2015.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at:

          http://bankrupt.com/misc/33_PECKSLIP_Plan.pdf

A hearing is also scheduled for Oct. 7, when a judge will consider
a sale timeline and proposed bidding procedures. If approved,
competing bids will be due Nov. 5, with an auction to take place on
Nov. 10.

The Debtors' counsel, Robins Kaplan LLP said in a statement that
stalking horse initial offers for the properties total $200
million, subject to potential higher bids at auction. Proceeds are
slated to repay creditors, who are owed about $135 million.

"Our goal in this process is to protect creditors and investors by
attempting to achieve a transparent process by which we can repay
all creditors in full and maximize returns to investors," said
Howard Weg, co- lead counsel to the debtors and chair of the
Restructuring & Business Bankruptcy practice at Robins Kaplan. "The
auction process is the most prudent approach."

Bankruptcy Law360 reports that the Debtors plan to sell the Seaport
hotel for $37.5 million, the Jade hotel for $78 million, the
Wyndham hotel for $57 million, and the development site for $25.5
million.

                  About 33 Peck Slip Acquisition

Owners of four New York City hotel properties, namely 33 Peck Slip
Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th
Street LLC and 52 West 13th P, LLC, have sought Chapter 11
bankruptcy protection, intending to auction off their assets in
connection with a Chapter 11 plan.

The Debtors own:

   * the Best Western Seaport Hotel, at 33 Peck Slip in the South
Street Seaport Historic District on the Lower Manhattan waterfront
in New York City, New York;

   * the Wyndham Flatiron Hotel, at 37 West 24th Street in the
Flatiron district of New York City, New York;

   * the Jade Greenwich Village Hotel at 52 West 13th Street in
Greenwich Village in Lower Manhattan in New York City, New York;
and

   * the Bryant Park Development Site, a development lot that is
approved for development as a 114-room boutique hotel at 34-36
West
38th Street in the Bryant Park district of New York City, New
York.

33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on
Sept. 3, 2015.

The Debtors reported total assets of $205.8 million and total
liabilities of $135.6 million.

The Debtors have hired Robins Kaplan LLP as their counsel and
Robert Douglas as their real estate advisor to assist with the
sales.


33 PECK: Ousted Exec Can't Force Robins Kaplan to Produce Docs
--------------------------------------------------------------
Jeff Zalesin at Bankruptcy Law360 reported that U.S. Magistrate
Judge Michael H. Dolinger said William T. Obeid, a Gemini Real
Estate Advisors LLC stakeholder, cannot force production of
communications and other documents from Robins Kaplan LLP.

According to the report, Judge Dolinger said Obeid is not entitled
to certain documents designated as privileged by his estranged
business partners Christopher La Mack and Dante Massaro. Most of
the disputed records relate to the Best Western Plus Seaport Inn
hotel in Manhattan, which a Gemini unit is trying to sell with
Robins Kaplan's help despite Obeid's opposition.

Obeid was ousted from his position as Gemini's operating manager in
July 2014.  Thereafter, litigation erupted in New York state and
federal courts and North Carolina state court, and Obeid has taken
the position that La Mack and Massaro are mismanaging Gemini
through proposed hotel sales and other decisions.

Obeid remains an equity partner at Gemini.  He tried to buy the
Seaport hotel from the Gemini affiliates through his own company,
according to Judge Dolinger's order.

The report said Judge Dolinger also rejected the view that Obeid,
who filed the suit derivatively on behalf of Gemini, could overcome
the attorney-client privilege because of the fiduciary duties the
defendants owed to him and to the company. According to the order,
a New York state judge had found there was little or no indication
of wrongdoing behind the proposal to sell the Seaport property to
an entity called Atlantic Pearl, and the federal court denied Obeid
an injunction to stop a series of hotel sales.

Obeid asserts that La Mack and Massaro misappropriated intellectual
property in an attempt to seize control of Gemini. Obeid, La Mack
and Massaro each own one-third of the company, which holds more
than $1 billion worth of real estate assets, but Obeid has
historically led many of the company's projects as well as all debt
and equity fundraising, according to court filings.

The report recounted that Obeid asked the other owners last year to
restructure the company to better reflect each officer's
contributions, and after initially agreeing, they allegedly
reneged, proposing instead a "business divorce" that Obeid claims
turned into a process designed to freeze him out of the company.

The report said Obeid moved in March to disqualify McGuireWoods
LLP, saying the firm was improperly representing both Gemini and
the individual defendants. The law firm then fired back, saying
that hiring separate counsel for the company and its decision
makers in the derivative suit would be a "wasteful, fruitless
exercise."

Brewer, Attorneys & Counselors later stepped in as counsel for
Gemini as the nominal defendant, but Obeid has since complained
that the company still lacks truly independent counsel.

In a statement emailed to Law360, William A. Brewer III of Brewer
Attorneys & Counselors, an attorney for Gemini, said he was pleased
with Judge Dolinger's order.  "The court was thorough in its
decision recognizing that a corporation's interests are paramount
-- and materials and information such as those in question may
remain protected to preserve a corporate interest even where the
interests of the company and its principal(s) diverge," Brewer
said.

Obeid is represented by Stephen B. Meister, Alexander D. Pencu,
Remy J. Stocks and David E. Ross of Meister Seelig & Fein LLP.

Gemini is represented by William A. Brewer III and Michael L. Smith
of Brewer Attorneys & Counselors.

La Mack and Massaro are represented by Noreen Anne Kelly-Dynega,
Robert A. Muckenfuss and Elizabeth M.Z. Timmermans of McGuireWoods
LLP.

The case is Obeid et al. v. La Mack et al., case number
1:14-cv-06498, in the U.S. District Court for the Southern District
of New York.

                       About 33 Peck Slip

Owners of four New York City hotel properties, namely 33 Peck Slip
Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th
Street LLC and 52 West 13th P, LLC, have sought Chapter 11
bankruptcy protection, intending to auction off their assets in
connection with a Chapter 11 plan.  The Debtors are affiliated with
Gemini Real Estate Advisors.

The Debtors own:

   * the Best Western Seaport Hotel, at 33 Peck Slip in the South
Street Seaport Historic District on the Lower Manhattan waterfront
in New York City, New York;

   * the Wyndham Flatiron Hotel, at 37 West 24th Street in the
Flatiron district of New York City, New York;

   * the Jade Greenwich Village Hotel at 52 West 13th Street in
Greenwich Village in Lower Manhattan in New York City, New York;
and

   * the Bryant Park Development Site, a development lot that is
approved for development as a 114-room boutique hotel at 34-36 West
38th Street in the Bryant Park district of New York City, New
York.

33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on Sept.
3, 2015.

The Debtors tapped Robins Kaplan LLP as attorneys; and
RobertDouglas as real estate advisor.

The Debtors reported total assets of $205.8 million and total
liabilities of $135.6 million.


575-80 REALTY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: 575-80 Realty, LLC
        575 80th Street
        Brooklyn, NY 11208

Case No.: 15-44339

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 23, 2015

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

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Richard S Feinsilver, Esq.
                  One Old Country Road, Suite 125
                  Carle Place, NY 11514
                  Tel: (516) 873-6330
                  Fax: (516) 873-6183
                  Email: feinlawny@yahoo.com

Total Assets: $2 million

Total Liabilities: $1 million

The petition was signed by Irini Laskaratos, sole member.

The Debtor listed Mykola/Svitlana RudchyK as its largest unsecured
creditor holding an unknown amount of claim.

A copy of the petition is available for free at:

           http://bankrupt.com/misc/nyeb15-44339.pdf


ARCAPITA BANK: RA Holdings OKs Partial Redemption of Class A Shares
-------------------------------------------------------------------
RA Holding Corp. on Sept. 24 disclosed that it has approved a
partial redemption of its Class A Preferred Shares issued pursuant
to the Second Amended Joint Plan of Reorganization of Arcapita Bank
B.S.C.(c) in the amount of $12.50 per share.

                    About RA Holding Corp.

RA Holding Corp. is the top level holding company in the group
created pursuant to the plan of reorganization of Arcapita Bank
B.S.C.(c) and certain affiliates under chapter 11 of the United
States Bankruptcy Code.

                      About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary to
repay a US$1.1 billion syndicated unsecured facility when it comes
due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (nka Tide
Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P.
(nka Tide Natural Gas Storage II, L.P.) acquired the stock of
NorTex from Falcon Gas for $515 million.  Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-compliant
alternative investments and  operates as an investment bank.
Arcapita is not a domestic bank licensed in the United States.
Arcapita is headquartered in Bahrain and is regulated under an
Islamic wholesale banking license issued by the Central Bank of
Bahrain.  The Arcapita Group employs 268 people and has offices in
Atlanta, London, Hong Kong and Singapore in addition to its Bahrain
headquarters.  The Arcapita Group's principal activities include
investing on its own account and providing investment opportunities
to third-party investors in conformity with Islamic Shari'ah rules
and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under two
secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to effectuate
the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman
Islands, issued a summons seeking ancillary relief from the Grand
Court of the Cayman Islands with a view to facilitating the Chapter
11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.







BION ENVIRONMENTAL: Incurs $5.6 Million Net Loss in Fiscal 2015
---------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the Securities
and Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.6 million on $3,658 of revenue for the year ended
June 30, 2015, compared to a net loss of $5.8 million on $5,931 of
revenue for the year ended June 30, 2014.

As of June 30, 2015, the Company had $2.3 million in total assets,
$13.1 million in total liabilities and a $10.7 million total
deficit.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company has not generated
significant revenue and has suffered recurring losses from
operations.  These factors raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/fWsySY

                     About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).


BIRMINGHAM COAL: Bid for Adequate Protection Held in Abeyance
-------------------------------------------------------------
Judge Tamara O. Mitchell of the United States Bankruptcy Court for
the Northern District of Alabama, Southern Division, ordered that
the motion for adequate protection filed by the Ad Hoc Committee of
Debenture Holders in the Chapter 11 cases of Birmingham Coal & Coke
Company, Inc., et al., is held in abeyance pending further
setting.

The Debtors opposed the motion and asserted that only secured
creditors are entitled for adequate protection.  Both of the
alleged security interests of the Debenture Holders are subject to
a pending adversary proceeding seeking to set aside these security
interests as fraudulent transfers, the Debtors told the Court.  The
Official Consolidated Unsecured Creditors' Committee joins in the
Debtors' objection.  

Regions Bank, Regions Finance Corporation and Regions Commercial
Equipment Finance LLC, also objected, asserting that the relief
sought by the Debenture Holders with respect to the Equipment is in
direct breach of contractual agreements they made with Regions in
the Subordination Agreement.  Clearly, the attempt by the Debenture
Holders to obtain adequate protection payments on the Equipment is
a "judicial proceeding" filed for the purpose of exercising a right
or remedy "with respect to the Equipment," Regions further
asserted.

The Debtors are represented by:

          C. Ellis Brazeal III,  Esq.
          JONES WALKER LLP
          1819 5th Avenue North
          Birmingham, Alabama 35203
          Tel: (205) 244-5237
          Fax: (205) 244-5400
          Email: ebrazeal@joneswalker.com

             -- and --

         Mark A. Mintz, P.C., Esq.
         Laura A. Ashley, P.C., Esq.
         JONES WALKER LLP
         201 St. Charles Ave. Suite 5100
         New Orleans, LA 70170
         Tel: (504) 582-8000
         Fax: (504) 582-8011
         Email: mmintz@joneswalker.com
                lashley@joneswalker.com

Regions Bank is represented by:

          Joe A. Joseph, Esq.
          Ryan D. Thompson, Esq.
          BURR & FORMAN LLP
          420 20th Street North, Suite 3400
          Birmingham, Alabama 35203
          Phone: (205) 251-3000
          Fax: (205) 458-5100
          E-mail: jjoseph@burr.com
                  rthompson@burr.com

The Official Consolidated Unsecured Creditors' Committee is
represented by:

          Marvin E. Franklin, Esq.
          NAJJAR DENABURG, P.C.
          2125 Morris Avenue
          Birmingham, AL 35203
          Tel: (205) 250-8400
          Email: mfranklin@najjar.com

                    About Birmingham Coal

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

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

The Debtors tapped Jones Walker LLP as counsel.

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


BIRMINGHAM COAL: Bid for Appointment of Debenture Holders Denied
----------------------------------------------------------------
Judge Tamara O. Mitchell of the United States Bankruptcy Court for
the Northern District of Alabama, Southern Division, denied,
without prejudice, the motion for appointment of a committee of
debenture holders in the Chapter 11 cases of Birmingham Coal & Coke
Company, Inc., and its debtor affiliates.

The Debtors opposed the motion, complaining that the motion, which
was filed by an Ad Hoc Committee of Debenture Holders, is
procedurally flawed and substantively ill-advised.  From a
substantive standpoint, the Motion only serves to increase costs to
the estate at a time when cash flow is severely limited. The
appointment of a new committee at this time will not serve any
purpose other than depletion of an already cash-strapped estate,
the Debtors add.  The Court sustained the Debtors' objection.

The Official Consolidated Unsecured Creditors' Committee also
objected to the motion explaining that the appointment in this case
of a committee of debenture holders would undeniably add
unnecessary cost, time and conflict to this case, and the sole
benefit, if any, would be to the debenture holders, likely at the
expense of both estate and the non-debenture holder creditors.
Moreover,  Regions Bank, Regions Finance Corporation and Regions
Commercial Equipment Finance LLC, join in the Creditors'
Committee's objection.

The Debtors are represented by:

          C. Ellis Brazeal III,  Esq.
          JONES WALKER LLP
          1819 5th Avenue North
          Birmingham, Alabama 35203
          Tel: (205) 244-5237
          Fax: (205) 244-5400
          Email: ebrazeal@joneswalker.com

             -- and --

         Mark A. Mintz, P.C., Esq.
         Laura A. Ashley, P.C., Esq.
         JONES WALKER LLP
         201 St. Charles Ave. Suite 5100
         New Orleans, LA 70170
         Tel: (504) 582-8000
         Fax: (504) 582-8011
         Email: mmintz@joneswalker.com
                lashley@joneswalker.com

Regions Bank is represented by:

          Joe A. Joseph, Esq.
          Ryan D. Thompson, Esq.
          BURR & FORMAN LLP
          420 20th Street North, Suite 3400
          Birmingham, Alabama 35203
          Phone: (205) 251-3000
          Fax: (205) 458-5100
          E-mail: jjoseph@burr.com
                  rthompson@burr.com

The Official Consolidated Unsecured Creditors' Committee is
represented by:

          Marvin E. Franklin, Esq.
          NAJJAR DENABURG, P.C.
          2125 Morris Avenue
          Birmingham, AL 35203
          Tel: (205) 250-8400
          Email: mfranklin@najjar.com

              About Birmingham Coal

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

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

The Debtors tapped Jones Walker LLP as counsel.

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


BIRMINGHAM COAL: Grants Adequate Protection to Regions Bank
-----------------------------------------------------------
The  United States Bankruptcy Court for the Northern District of
Alabama, Southern Division, authorized Birmingham Coal & Coke
Company, Inc., et al., to pay adequate protection to Regions Bank
as to the equipment which constitutes collateral of Regions.

The Court ordered that Regions is entitled to receive adequate
protection on account of its interests in the Regions Equipment
Collateral pursuant to Section 362 of the Bankruptcy Code.  The
Debtor will remit five payments of $300,000, which will be due on
or before September 29, 2015, October 29, 2015, November 27, 2015,
December 30, 2015, and January 28, 2016.  Each of these payments
will be applied to principal by Regions on the Equipment Debt.

The Court will hold the final hearing on the Motion on February 8,
2016 at 10:30 a.m.

                    About Birmingham Coal

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

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

The Debtors tapped Jones Walker LLP as counsel.

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


BOOMERANG TUBE: Creditors Get OK to Keep Analyst's Identity Secret
------------------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that a Delaware bankruptcy
judge cleared the creditors committee in Boomerang Tube LLC's
Chapter 11 case to hire a consultant on a confidential basis to
analyze how general unsecured creditors would fare under the oil
and gas pipe maker's proposed reorganization plan.

U.S. Bankruptcy Judge Mary F. Walrath granted the motion by the
official committee of unsecured creditors seeking waivers of local
rules that require disclosure of information about retained
professionals after attorneys for the committee said such
information amounts to privileged trial strategy.

                     About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

Boomerang Tube has secured approval of its Amended Disclosure
Statement in support of its Joint Prearranged Chapter 11 Plan
dated
Aug. 13, 2015.  The hearing to confirm the Plan will commence on
Sept. 21, 2015 at 10:30 a.m. (prevailing Eastern Time).  

The Joint Prearranged Plan reduces the Debtors' funded debt
obligations by converting approximately $214 million in
outstanding principal of Term Loan Facility obligations into (i)
100% of the
New Holdco Common Stock (subject to dilution for (1) the payment
of the Exit Term Facility Backstop Fee and the Exit Term Facility
Closing Fee in the aggregate equal to collectively 20% of the New
Holdco Common Stock as of the closing date of the Exit Term
Facility and (2) issuances of equity under a management incentive
plan not to exceed 5% of the total outstanding equity of New
Holdco) and (ii) $55 million of subordinated secured notes issued
by New Opco.  The Plan provides that New Holdco will hold 100% of
the New Opco Common Units.  Holders of Allowed General Unsecured
Claims will receive their pro rata share of the GUC Trust Proceeds
allocated to holders of General Unsecured Claims in accordance
with the GUC Trust Waterfall.

A copy of the Amended Disclosure Statemet is available at:

                       http://is.gd/DEXT81


BOOMERANG TUBE: Plan Confirmation Hearing Begins
------------------------------------------------
Judge Mary F. Walrath on Sept. 21 began the hearing to consider
confirmation of Boomerang Tube, LLC, et al.'s Amended Joint
Prearranged Chapter 11 Plan filed Sept. 4, 2015.

The Debtors anticipate that the confirmation hearing will take
multiple days over a few weeks, given the Court's and parties'
calendars.  The Debtors have proposed to proceed with the
confirmation hearing in two phases:

     (i) the enterprise valuation trial (and ancillary issues
raised by the Creditors Committee) commencing Sept. 21, and

    (ii) the SBI litigation, which will commence on or around Oct.
5, 2015.

Boomerang Tube says the Plan complies with the requirements of
Section 1129(a) of the Bankruptcy Code with respect to all Classes
of Claims or Interests and should be confirmed.  A copy of the
Debtors' memorandum of law in support of confirmation and response
to objections is available at:

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

                           Plan Objections

A total of five objections to confirmation of the Plan were timely
filed by the Sept. 14 deadline by: (i) Cypress-Fairbanks ISD and
Harris County; (ii) the "Texas Taxing Entities" as defined in such
objection; (iii) the U.S. Trustee; (iv) SB Boomerang Tubular, LLC
("SBI"); and (v) the Creditors Committee.

The objections of the state taxing authorities and the informal
response of the Environmental Protection Agency have been resolved
by the inclusion of language in the proposed Confirmation Order.

A copy of the Debtors' proposed Confirmation Order is available for
free at:

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

The Creditors Committee has urged unsecured creditors (Class 6),
which are owed approximately $40 million, to reject the Plan.  The
Committee noted that the Debtors originally contemplated on filing
a plan that provides for payment in full to holders of general
unsecured claims (according to the Plan Support Agreement dated May
6, 2015); then, at the behest of a secured creditor, filed a
revised PSA that provides for a zero recovery for general unsecured
creditors (PSA filed June 19, 2015); and on Aug. 9 the Debtors
filed an Amended Chapter 11 Plan that provides that general
unsecured creditors will split proceeds from avoidance actions.
The Committee believes that general unsecured creditors are
entitled to more value, than what the Debtors have offered under
the Plan.  The Committee says it will challenge the Debtors'
valuation at the plan confirmation hearing.

In response to the Committee's Plan objection, the Debtors point
out that the financial projections and the valuation performed by
their investment banker, Lazard Freres & Co., LLC, demonstrate that
there is no distributable value to general unsecured creditors.
Lazard calculated the Debtors' enterprise value to be between $200
million and $220 million, with a midpoint of $210 million

In contrast, according to the Debtors, the Committee's valuation
put forth by Alvarez & Marsal Valuation Services LLC attempts to
drive up the enterprise value to a point where general unsecured
creditors are putatively "in the money" by, among other things,
improperly (i) manipulating the Debtors' financial projections,
(ii) using the wrong comparable companies, and (iii) applying
overly conservative betas.

As to the U.S. Trustee's and the Committee's objection to the
exculpation provisions in the Plan, Debtors noted that
non-fiduciary parties that are receiving exculpation -- effectively
the parties to the Plan Support Agreement -- have made substantial
contributions to the Chapter 11 cases.

As to SBI, it objects to Article 12.1 of the Plan, which includes a
request that the Court declare that a putative lease agreement (the
"SBI Financing Agreement") between SBI and Boomerang concerning one
of Boomerang's two heat treat furnaces (the "Heat
Treat Line") is in reality a financing transaction.   The Debtor
argues that contrary to SBI's assertions, the application of the
legal factors to the facts strongly demonstrates that the economic
realities of the SBI Financing Agreement reflect a financing
arrangement, and not a true lease.  The Debtors also contend that
their proposed treatment of SBI's secured claim is appropriate.

Peter Hall at Bankruptcy Law360 reported that the Committee's
lawyers grilled the Company's financial adviser at the Sept. 22
confirmation hearing.  James W. Stoll of Brown Rudnick LLP
cross-examined Lazard Freres & Co. LLC managing director Timothy R.
Pohl on the methods behind the firm's valuation of Boomerang at
$200 million to $220 million.

                          Voting Results

The Disclosure Statement Order set a Sept. 14 voting deadline for
voting classes.  Donlin, Recano & Company, Inc., certified that
holders of ABL Facility Claims (Class 3), and holders of Term Loan
Facility Claims (Class 4) voted to accept the Plan with respect to
each Debtor.  SBI, with a secured claim (Class 5A) of $4.5 million
against Boomerang Tube, voted to reject the Plan.  As for Class 6,
25 unsecured creditors with total claims of $26.6 million voted to
reject the Plan, compared to only 12 creditors with total claims of
$394,000 who accepted the Plan.

Counsel to the Debtors, Ryan M. Bartley, Esq., at Young Conaway
Stargatt & Taylor, LLP, asserts that notwithstanding that section
1129(a)(8) of the Bankruptcy Code has not been satisfied with
respect to all Classes, through Section 1129(b) of the Bankruptcy
Code, the Plan may be confirmed over the failure of Classes 5 and 6
at Boomerang Tube to affirmatively accept the Plan and the deemed
rejection of equity holders.  The requirements of section
1129(b)(1) and (b)(2) are satisfied with respect to the Rejecting
Classes, and the Plan does not violate the absolute priority rule,
does not discriminate unfairly, and is fair and equitable with
respect to the Rejecting Classes.

                       The Debtors' Plan

The Debtors filed a Joint Prearranged Plan reduces the Debtors'
funded debt obligations by converting approximately $214 million in
outstanding principal of term loan facility obligations (Class 4)
into (i) 100% of the New Holdco common stock, subject to dilution,
and (ii) $55 million of subordinated secured notes issued by New
Opco.

The prepetition revolving credit facility lenders under the ABL
facility (Class 3) will receive payment in full all accrued
obligations under the ABL Facility.  The ABL Facility Lenders
provided the $85 million DIP ABL Facility and have committed to
provide an Exit ABL Facility.

The holders of the SBI secured claims (Class 5) will receive a
secured note.

The Plan provides for the creation of a post-Effective Date vehicle
(the "GUC Trust") which will retain and liquidate all Avoidance
Actions (the "GUC Trust Assets") for the benefit of holders of
general unsecured claims (Class 6).

Holders of preferred units (Class 9) and common units (Class 10),
other equity securities (Class 11), and Section 510(b) clams (Class
2) won't receive any distribution.

A copy of the Debtors' Amended Joint Prearranged Chapter 11 Plan
filed Sept. 4, 2014, is available for free at:

    http://bankrupt.com/misc/Boomerang_Am_Plan_Sep2015.pdf

A black-lined copy of the Amended Disclosure Statement filed Aug.
13, 2015, is available for free at:

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

                     About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

Boomerang Tube has secured approval of its Amended Disclosure
Statement in support of its Joint Prearranged Chapter 11 Plan
dated
Aug. 13, 2015.  The hearing to confirm the Plan will commence on
Sept. 21, 2015 at 10:30 a.m. (prevailing Eastern Time).  


BOOMERANG TUBE: Plan Supplements, Exhibits Filed
------------------------------------------------
Boomerang Tube, LLC, et al. on Sept. 11, 2015, filed the Plan
Supplement, which included, as exhibits thereto, draft forms of the
following documents relating to the Joint Prearranged Chapter 11
Plan and/or to be executed, delivered, assumed and/or performed in
connection with the consummation of the Plan on the Effective
Date:

   1. Exit ABL Facility Loan Agreement
   2. Exit Intercreditor Agreement
   3. Exit Term Facility Loan Agreement
   4. GUC Trust Agreement
   5. List of Contracts to be Assumed under Sec. 5.1 of the Plan
   6. New Holdco Bylaws
   7. New Holdco Certificate of Incorporation

A copy of the Plan Supplement is available for free at:

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

On Sept. 11, 2015, the Debtors filed with the Bankruptcy Court and
served on the applicable counterparties identified therein: (i) the
notice of contracts and unexpired leases potentially being assumed
under the Plan or (ii) the notice of contracts and leases proposed
to be rejected under the Plan.

On Sept. 20 and 23, the Debtors and the Official Committee of
Unsecured Creditors filed their supplemental joint exhibit lists in
connection with the confirmation hearing scheduled to commence on
Sept. 21, 2015:

   http://bankrupt.com/misc/Boomerang_T_Sup_Exhibits1.pdf
   http://bankrupt.com/misc/Boomerang_T_Sup_Exhibits2.pdf

                     About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

Boomerang Tube has secured approval of its Amended Disclosure
Statement in support of its Joint Prearranged Chapter 11 Plan
dated Aug. 13, 2015.  The hearing to confirm the Plan began Sept.
21, 2015.

The Joint Prearranged Plan reduces the Debtors' funded debt
obligations by converting approximately $214 million in outstanding
principal of term loan facility obligations into 100% of new common
stock of the reorganized holding company.  General unsecured
creditors will split proceeds from avoidance actions.


BOOMERANG TUBE: Valuation Report Stricken From Plan Hearing
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Boomerang Tube,
LLC, on Sept. 23, 2015, won an order striking and excluding from
evidence at the plan confirmation hearing any reference to the Duff
& Phelps report.

The hearing to consider confirmation of the Plan began Sept. 21,
2015.  The Creditors Committee has opposed approval of the Plan and
has asked unsecured creditors to reject the Plan.

On Sept. 18, 2015 -- one business day before the confirmation
hearing was scheduled to begin -- the Debtors filed their
Memorandum of Law in Support of and in Response to Objections to
Confirmation of Debtors' Amended Joint Prearranged Chapter 11 Plan
Dated Sept. 4, 2015.  In the Debtors' Confirmation Brief, they cite
and rely upon for the first time an expert report prepared by
American Appraisal, a division of Duff & Phelps (the "Duff & Phelps
Report").

The Duff & Phelps Report was prepared at the request of Judith Ross
PC on behalf of its client SB Boomerang Tubular, LLC, for use in
litigation between the Debtors and SB Boomerang concerning a
commercial equipment lease between those parties (the "SB Boomerang
Litigation").

Although the stated purpose of the Duff & Phelps Report is to value
the equipment at issue in the SB Boomerang Litigation, and not an
enterprise valuation, and the report is expressly limited to that
purpose, the report in passing mentions a "business enterprise
valuation" based on unclear, undisclosed, and untested methodology
and assumptions.  The Debtors seek to rely upon this incidental
"business enterprise valuation" prepared in unrelated litigation to
prove their case on the Debtors' enterprise valuation at the
Confirmation Hearing, the Committee told the Court.

Accordingly, the Committee moved to strike and exclude the Duff &
Phelps Report and any reference to it from the record at the
Confirmation Hearing, as it relates to enterprise valuation, on
grounds that the Debtors' last minute attempt to rely upon a report
only disclosed at the last minute is highly prejudicial to the
Committee.

"Needless to say, the Debtors' last-minute attempt to rely upon a
report, only disclosed after the Committee filed its Plan
objection, that was prepared by another party for different
purposes, is highly prejudicial and amounts to litigation by
ambush, the Committee's counsel , Curtis S. Miller, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, told the Court.

                     About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

Boomerang Tube has secured approval of its Amended Disclosure
Statement in support of its Joint Prearranged Chapter 11 Plan
dated Aug. 13, 2015.  The hearing to confirm the Plan began Sept.
21, 2015.

The Joint Prearranged Plan reduces the Debtors' funded debt
obligations by converting approximately $214 million in outstanding
principal of term loan facility obligations into 100% of new common
stock of the reorganized holding company.  General unsecured
creditors will split proceeds from avoidance actions.


BRIT LIMITED: Fitch Affirms 'BB' Subordinated Notes Rating
----------------------------------------------------------
Fitch Ratings has affirmed Brit Limited's (Brit) Long-term Issuer
Default Rating (IDR) at 'BBB' with a Stable Outlook and its
subordinated notes at 'BB'.

KEY RATING DRIVERS

The ratings are constrained by Fitch's view of the financial
strength of its owner, Canadian financial services group, Fairfax
Financial Holdings Limited (Fairfax). This reflects the risk that
if the Fairfax group comes under financial stress, it could seek to
extract capital or other resources from Brit to support the rest of
the group.

Fitch believes that the financial profile of Brit is sound,
supported by strong risk-adjusted capitalisation and underlying
earnings. At end-2014, Brit's risk-adjusted capitalisation was
'Strong' as measured by Fitch's Prism Factor Based Model, although
the ratio of net written premiums to equity of 1.2x was high
relative to Lloyd's market peers.

Following the acquisition by Fairfax, Brit has begun to de-risk its
investment portfolio, which Fitch views positively. The company has
begun to shift away from structured and corporate debt in favour of
government bonds and cash. At end-1H15 government debt increased to
45.7% of total investments (end-2014: 19.6%) and corporate debt was
reduced to 11.3% (end-2014: 28.9%).

In recent years Brit has reduced its exposure to the reinsurance
business, which is being impacted by a softening market, to focus
on short tail direct insurance and profitable specialty lines. Brit
has achieved consistently strong underwriting results with a
combined ratio of less than 100% for each of the last five years,
and a Fitch-calculated three-year average combined ratio of 88.5%,
assisted by a continued benign catastrophe environment.

Brit is a medium-sized non-life insurer, but the largest insurer to
write exclusively through Lloyd's of London (Lloyd's) and its
presence in the Lloyd's market is viewed positively for the
rating.

Fairfax is a Canadian insurance holding company whose largest
subsidiaries operate primarily in the US and Canada, but also has a
significant presence in Asia and Latin America. At end-December
2014 Fairfax had total assets of GBP23bn and gross written premiums
of GBP4.5bn, compared with Brit's total assets of GBP3.8bn and
premiums of GBP1.3bn.

RATING SENSITIVITIES

The key rating trigger that could result in an upgrade of Brit
would be an improvement, in Fitch's view, of the Fairfax group's
financial strength. Similarly, deterioration in the financial
strength of the Fairfax group could result in a downgrade of Brit.


BROWARD COUNTY: Moody's Puts Ba2 Senior Bonds Rating Under Review
-----------------------------------------------------------------
Moody's Investors Service has placed the underlying senior bonds
Ba2 rating and subordinate bond B2 rating of the Broward County
Housing Finance Auth., FL Single Family Mortgage Revenue Bonds 2007
ABC, under review for possible downgrade or withdrawal due to lack
of sufficient information to maintain the rating.

SUMMARY RATING RATIONALE

In order to maintain the ratings on the bonds, we must review
recent financial and operating information on the underlying loans.
Such information has not been made available to Moody's to review.
If we do not receive this information within the following 30 days,
we will take appropriate rating action which could include lowering
of the rating on the bonds, or rating withdrawal of the senior and
subordinate bonds.



C WONDER: Nest International Sells $46,000 Claim to ASM Capital
---------------------------------------------------------------
In the Chapter 11 cases of C. Wonder LLC, et al., one claim
switched hands in August 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
    ASM Capital             Nest International       $46,978.45

                        About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder is a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sells WOMEN'S CLOTHING,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  The Company maintains two
distribution centers in New Jersey.

The Company opened its first retail store in New York in 2011.  By
2014, the Company had expanded its operations to include 29
locations across 13 states including its flagship location in Soho,
New York.  Amid mounting losses, C. Wonder closed 16 of its retail
stores by the end of 2014.   C. Wonder closed 9 additional stores
in January 2015.  As of the bankruptcy filing, C. Wonder had four
retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and
Manhasset).

C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015.  The cases are assigned to Judge Michael
B. Kaplan.

The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A.,
As counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis
Management services provider.

As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.  The Creditors'
Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel,
and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial
advisors.


CANADIAN SOLAR: Fitch Assigns 'BB' IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings has assigned a 'BB' Issuer Default Ratings for
Canadian Solar Inc.  The Rating Outlook is Stable.

The 'BB' IDR reflects cyclicality of Canadian Solar's cash flows
from photovoltaic (PV) solar module business, cost and market
position in the PV solar module market, Fitch's expectations that
the PV solar module business will remain free cash flow positive on
a sustained basis, and cash flow stability and economics will
improve from the planned downstream solar supply chain
integration.

KEY RATING DRIVERS

Market Fundamentals: The solar PV market has witnessed sharp peaks
and troughs over the last cycle.  The module average selling price
(ASP) and polysilicon prices have declined sharply over last three
years, reflecting over capacity in the PV solar module supply chain
along with the manufacturing efficiencies achieved.  Fitch believes
that the narrowing gap between module demand and supply, continued
decline of polysilicon prices and projected manufacturing
efficiencies could help achieve stable margins for Canadian Solar,
at least through 2019.

Cost leadership is key in a declining ASP environment in Fitch's
opinion.  The assigned IDR reflects Fitch's expectation that
Canadian Solar will continue to maintain its competitive advantage
and market position in PV solar module manufacturing business.  In
addition, Fitch has assumed that Canadian Solar can increase its
manufacturing footprint without a major increase in its cost
structure.

Geographical Diversity: Multiple manufacturing locations and
exposure to diverse end-user markets reduces single market risks
for Canadian Solar.  Fitch believes that expansion of government
policy support in China, India, and other emerging markets will
further strengthen Canadian Solar's pipeline of solar projects and
help the company maintain its cost advantage.  This could also
offset any slowdown in the solar PV markets in the U.S. and other
developed markets with the projected decline in government
subsidies.  However, rising proportion of EBITDA from emerging
markets is a credit concern.

Technological Challenges: Solar PV technology continues to evolve
and the barriers to entry are limited.  The potential of new
technologies that can reduce or eliminate Canadian Solar's
competitive cost advantage is a rating concern.  Fitch believes
that downstream value chain integration mitigates short-to-mid-term
technological risks as it provides time for the company to adopt
new technologies and mitigate obsolescence risk.

Downstream Integration Positive: Canadian Solar's expansion into
downstream supply chain business significantly improves its
business profile.  This allows the company to not only capture a
larger share of economics of the solar energy segment, but also
improve long-term cash flow visibility and stability by
diversifying away from the cyclical PV solar module market.

The company's plans for launching a Yieldco are currently in flux
given the turmoil in the Yieldco equities.  Fitch expects the
company to seek alternative ways to monetize its pipeline such as
tax equity arrangements and partial sale of solar projects such as
the recently announced sale of a 51% stake in Tranquillity solar
project to the Southern Company.  The company has several projects
in early stage of development, which will require a large amount of
investment to convert them into late stage projects. Consolidated
capex over the next five years could exceed
$4.5 billion, including about $1 billion for its PV module
business.  Fitch expects Canadian Solar to pace its capex in
accordance with monetization opportunities available for its
current late stage projects.  In the event that Canadian Solar is
able to launch its Yieldco successfully, its late stage pipeline of
solar projects provides visibility on the drop down of assets to
Yieldco for the next three to four years.  Beyond that, the growth
of the Yieldco would depend upon Canadian Solar's success in
converting the early stage projects into firm opportunities. Fitch
has assumed that Canadian Solar develops projects with committed
long-term off-take arrangements with credit-worthy counterparties.
An aggressive strategy pursued by the Yieldco or Canadian Solar to
feed the distribution growth at the Yieldco is a potential concern
and could have negative credit implications for Canadian Solar.

Leveraged Capital Structure: Fitch estimates Canadian Solar's
adjusted recourse debt to EBITDAR ratio will range between 2.5x and
3.0x over the forecast period ending 2019.  In calculating this
metric, Fitch excludes the project level non-recourse debt and
associated interest expense as well as EBITDA contribution and tax
attributes from such projects and includes only the distributable
cash flow.  Fitch estimates the adjusted recourse debt at the end
of 2019 to be about $1.3 billion that includes $450 million of debt
at its energy segment business.  On a consolidated basis, Fitch
expects debt to consolidated EBITDA ratio to approximate 5x over
the forecast period.

KEY RATING ASSUMPTIONS

   -- Fitch has assumed ASP range of $0.40/watt- $0.55/watt and
      the COGS range of $0.35/watt-$0.45/watt between 2016 and
      2019.

   -- Fitch has assumed that the company will maintain
      $550 million in unrestricted cash balance over the forecast
      period (2016 - 2019).

   -- No dividends and or share buybacks over the next several
      years.

   -- Interest rate at 5.25%.

RATING SENSITIVITIES

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

   -- Strong execution of the development pipeline that includes
      successful conversion of the early stage projects into firm
      opportunities, completion of the late stage solar projects
      without a material increase in leverage, and a monetization
      of late stage/ completed projects through formation of a
      Yieldco or a third-party sale;

   -- Adjusted recourse debt to EBITDAR leverage at 2.5x or lower.

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

   -- Negative government policy developments that adversely
      affect the economics of existing solar projects or those
      under development;

   -- Pressure on margins driven by an increase in polysilicon
      prices, inability to reduce costs in a declining ASP
      environment and/or oversupply of PV solar modules;

   -- Free cash flow deficit at the module business;

   -- Failure to convert existing pipeline of potential projects
      into firm opportunities;

   -- Aggressive acquisition or financial strategy at the proposed

      Yieldco and/or predominantly shareholder focused use of the
      sell-down proceeds;

   -- Shift in business mix towards more cyclical businesses; and

   -- Sustained weakening in adjusted debt to EBITDAR based
      leverage ratio to 3.5x or higher.

LIQUIDITY

As of June 30, 2015, Canadian Solar had about $1.03 billion in
total liquidity, including $403 million in cash on hand.  The
company has about $2.05 billion in liquidity commitments under
various credit facilities.  Available liquidity is sufficient to
meet funding needs over next 18-24 months.  The company's
restricted cash at the end of June 2015 was $614 million.

FULL LIST OF RATING ACTIONS

Fitch rates Canadian Solar Inc.:

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

The Rating Outlook is Stable.



CANADIAN SOLAR: S&P Assigns 'BB' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'BB' long-term corporate credit rating to Canadian Solar Inc.
(CSI).  The outlook is stable.  At the same time, S&P assigned its
'cnBBB-' long-term Greater China regional scale rating to the
company.  CSI is a Canada-based solar company with most of its
production capacity in China.

"The rating reflects our view that CSI will continue to face
intense competition and significant pricing pressure in the
globally fragmented solar market," said Standard & Poor's credit
analyst Tony Tang.

Like its peers, the company has a limited ability for product and
service differentiation, in S&P's view.  The solar market is also
highly dependent on government subsidies to drive demand.  These
factors have led to high volatility in CSI's profitability, and are
likely to continue to constrain the company's business risk
profile.  In addition, S&P expects CSI's debt leverage to increase
materially over the next two years because of its new strategy of
holding solar projects through a yield company rather than selling
them.

These weaknesses are tempered by CSI's good cost position, adequate
technology and product quality, high operating efficiency, and
position as the largest solar module supplier globally.

S&P expects business volatility to remain high for the next two
years because of intense competition and frequent oversupply, which
is partly due to low technology and capital barriers for new entry
or expansion.  Nevertheless, S&P believes the volatility could
moderate in view of market consolidation and greater geographical
diversification in end markets.  S&P also believes that the solar
market's high dependence on government subsidies to stimulate
demand subjects the industry to policy uncertainty.

S&P expects CSI to continue to grow its market share, given its low
cost structure and good operating efficiency, as shown by its high
capacity utilization and good product quality.  The company has
rapidly increased its market share in the global solar market,
becoming the largest solar module manufacturer worldwide with a
market share of about 9% in 2014.

CSI's strategy of limiting investments in more capital-intensive
upstream wafer and solar cell manufacturing also enable more
flexibility in the company's cost structure and helps it to react
fast to changing market conditions, in S&P's view.  In addition,
the company's further expansion in China will continue to support
its low cost structure.  Accordingly, S&P expects CSI to maintain
better profitability than most solar peers.  However, S&P also
anticipates that CSI's profitability will remain volatile because
of still-volatile market conditions.  This is despite S&P's view
that relatively stable cash flow from electricity revenue will
slightly moderate the high volatility in CSI's profitability if it
successfully builds its yield company.  In addition, the
concentration of CSI's production facilities in China could expose
the company to trade disputes between China and developed markets.
Based on those factors, S&P assess CSI's business risk profile as
"fair."

"We expect CSI to maintain its control over the yield company and
consolidate the subsidiary in its financial reporting after its
listing.  As a result, we will analyze CSI's business risk and
financial risk profiles after consolidating the yield company,
including non-recourse project finance loans at its solar projects.
We expect CSI's yield company to benefit from CSI's strong project
pipeline and its significant presence in developed markets with the
injection of quality solar projects.  We also believe that stable
and transparent regulatory environments in developed markets and
high-quality counterparties of power purchase agreements for CSI's
solar projects will help the yield company generate relatively
stable cash flow.  Tempering these strengths are the yield
company's concentration in solar power, initially limited scale,
and lack of operating track record. Regulatory uncertainty,
particularly in developing markets, is an additional risk.
Further, we expect solar module manufacturing to contribute the
majority of CSI's EBITDA for two to three years after the yield
company is established.  Based on those factors, we do not expect
the establishment of the yield company, if it materializes, to
significantly alter CSI's business risk profile," S&P said.

"We expect CSI to increase its ratio of debt to EBITDA to 2x-3x
during 2015-2016 from 1.3x in 2014 for high capital spending
related to the construction of solar projects that it plans to hold
and the capacity expansion of solar module manufacturing in China.
Our base case assumes that CSI will complete the IPO of its yield
company in early 2016 and raise additional equity capital in 2017.
We also believe the company can maintain its profitability from its
module sales amid rising demand.  Capital expenditure is likely to
decline after peaking in 2015 for the launch of CSI's yield
company.  However, we expect that volatility in the company's cash
flow and leverage ratios will remain high, given high anticipated
volatility in the company's profitability through business cycles.
This will add extra financial risk for the company, in our view,"
S&P added.

"If the IPO does not materialize, we expect CSI to dispose of the
solar projects it develops and holds for the yield company and keep
its ratio of debt to EBITDA comfortably below 3x.  This estimate is
based on CSI's long track record of developing and selling projects
to investors and our expectation that the market for solar power
energy projects should remain favorable.  We believe that the
company can sell the projects in several quarters without
significant difficulty once it decides to do so.  CSI generated
US$892 million in revenues from the sale of solar power projects in
2014.  We believe that its acquisition of Recurrent Energy will
further add to its capacity for project disposal.  In this
alternative scenario, we believe that the financial risk profile
assessment is not different from the base case.  Based on these
factors, we assess CSI's financial risk profile as "significant","
S&P said.

"The stable outlook for the next 12 months reflects our view that
CSI can maintain its cost competitiveness and relatively stable
profitability, and moderately increase its market share amid rising
demand," said Mr. Tang.

S&P also expects CSI to increase its ratio of debt to EBITDA to
2x-3x in 2015-2016 because of its strategic move to hold solar
projects through the injection of power assets into a separate
listed yield company.  The stable outlook also assumes that CSI
will be able to sell projects to be held under the yield company
and keep its ratio of debt to EBITDA comfortably below 3x in 2016
if CSI fails to launch the yield company as planned.

S&P may raise the rating if CSI strengthens its cash flow and keeps
its ratio of debt to EBITDA below 2x.  This could be achieved if:
(1) CSI significantly strengthens its profitability with lower
volatility through enhanced technology and product portfolio that
strengthens its pricing power; and (2) the company can limit its
capital spending by enhancing capital efficiency and lower its debt
without hurting its competitiveness.

S&P could lower the rating if it believes that CSI's ratio of debt
to EBITDA stays above 3x for an extended period.  The scenarios
that could lead to such deterioration include: weakening
profitability stemming from unexpected industry downturns or a
weakening competitive position, aggressive capital expenditure,
significant additional working capital needs, or CSI continuing to
hold project assets without spinning off the assets and listing the
yield company.  S&P could also lower the ratings if CSI's business
risk profile deteriorates materially because of a substantial
weakening in the company's technology and cost competitiveness, or
heightened industry risks associated with trade disputes or
unexpected changes in government energy policies in major markets.
A return on capital of below 8% or high volatility in CSI's
profitability could indicate such deterioration.



COATES INTERNATIONAL: Gets $66,500 From Note Issuance
-----------------------------------------------------
Coates International, Ltd., received the net proceeds of a
Securities Purchase Agreement and related convertible promissory
note, dated Sept. 16, 2015, in the face amount of $66,500 issued to
Vis Vires Group, Inc.

The Promissory Note matures in June 2016 and provides for interest
at the rate of eight percent per annum.  The Note may be converted
into unregistered shares of the Company's common stock, par value
$0.0001 per share, at the Conversion Price, as defined, in whole,
or in part, at any time beginning 180 days after the date of the
Note, at the option of the Holder.  All outstanding principal and
unpaid accrued interest is due at maturity, if not converted prior
thereto.  The Company incurred expenses amounting to $2,500 in
connection with this transaction.

The Conversion Price will be equal to 61% multiplied by the Market
Price.  The Market Price will be equal to the average of the three
lowest closing bid prices of the Company's common stock on the OTC
Pink during the 10 trading-day period ending one trading day prior
to the date of conversion by the Holder.  The Conversion Price is
subject to adjustment for changes in the capital structure such as
stock dividends, stock splits or rights offerings.  The number of
shares of common stock to be issued upon conversion will be equal
to the aggregate amount of principal, interest and penalties, if
any, divided by the Conversion Price.  The Holder anticipates that
upon any conversion, the shares of stock it receives from the
Company will be freely tradable in compliance with Rule 144 of the
U.S. Securities and Exchange Commission.

The Conversion Price is subject to adjustment in the event of any
of the following:

    1. During the period when a Major Announcement by the
       Company relating to a merger, consolidation, sale of the
       Company or substantially all of its assets or tender offer
       is in effect, as defined.

    2. A merger, consolidation, exchange of shares,
       recapitalization, reorganization or other similar event
       being consummated.

The Company is not permitted to pay dividends or make other
distributions of capital or repurchase or otherwise acquire any
shares of its capital stock without the Holder's consent and is
subject to certain restrictions on new borrowings, while there is a
remaining outstanding balance related to the convertible promissory
note.

These notes may be prepaid during the first six months the notes
are outstanding by paying a prepayment penalty equal to 30% during
the first 60 days, increasing in 5% increments each month
thereafter, to a maximum of 50%.  The Company has reserved
42,500,000 shares of its unissued common stock for potential
conversion of the convertible note.

The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws
which the Registrant believes are available to cover this
transaction based on representations, warranties, agreements,
acknowledgements and understandings provided to the Registrant by
the Holder.

                           About Coates

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines.  This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

As of June 30, 2015, the Company had $2.4 million in total assets,
$7.5 million in total liabilities and a stockholders' deficit of
$5.1 million.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2014, Cowan, Gunteski & Co., P.A., expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company continues to have negative
cash flows from operations, recurring losses from operations, and a
stockholders' deficiency.


COCRYSTAL PHARMA: Prepares Presentation for Investors
-----------------------------------------------------
Cocrystal Pharma, Inc., has prepared a presentation for members of
the investment community which discloses new and updated
information about the Company.  The presentation materials are
available for free at http://is.gd/hkiUKf

                      About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases.  Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs.  These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.

The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008.  Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011.  The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans.  By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.

Cocrystal Pharma reported a net loss of $99,000 in 2014 following a
net loss of $3.8 million in 2013.

As of June 30, 2015, the Company had $269.12 million in total
assets, $72.6 million in total liabilities and $196.52 million in
total stockholders' equity.


COLLAVINO CONSTRUCTION: Gets Approval for AFCO Financing Deal
-------------------------------------------------------------
Collavino Construction Company Inc. received final approval for its
insurance premium finance agreement with AFCO Credit Corp.

The order, issued by U.S. Bankruptcy Judge Shelley Chapman, allowed
AFCO to finance the premiums to be paid for Collavino
Construction's insurance policies.  

In exchange, AFCO will have security interest in all unearned
premiums payable under the insurance policies, according to the
filing.

The companies signed the agreement following Collavino Corp.'s
failure to pay insurance premiums or look for another source of
unsecured premium financing.

Collavino Construction provides labor to Collavino Corp., which in
turn is responsible for the maintenance of the insurance policies,
court filings show.

                   About Collavino Construction

Family-owned The Collavino Group owns entities that operate in
various sectors of the construction industry in the New York-New
Jersey metropolitan area, Canada, and the Detroit metropolitan
area. The Collavino Group performs contracts in both the public and
private sectors as a general contractor, design-build consultant,
construction manager and prime subcontractor for cast-in-place and
precast concrete works.

CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12908) on Oct. 17, 2014 CCCL sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015.

CCCL disclosed $88,418,514 in assets and $6,274,097 in liabilities
as of the Chapter 11 filing.

Judge Shelley C. Chapman presides over the cases.  The Court has
entered an order approving joint administration of the two cases.
The Debtors tapped Cullen and Dykman LLP as counsel, and Peckar &
Abramson, P.C., as special litigation counsel.


COMMUNITY HEALTH: Court Sustains Objection to Claim No. 41
----------------------------------------------------------
Judge Robert D. Martin of the United States Bankruptcy Court for
the Western District of Wisconsin held that evidence supports the
objection filed by Community Health Systems, Inc., against Claim
No. 41 filed by Dr. Phuoc Vuong, accordingly, ruled that denial of
the claims based on CME may be ordered.

Claim No. 41 consisted of $7,624, which include vacation time and
reimbursement for CME expenses.  Dr. Vuong argued the claim should
not be reduced because he was entitled to $3,500 annually for CME
training and for 40 hours of paid CME time.  He was scheduled to
attend a CME on April 21st through 25th in 2014.  He admitted that
he would not have been able to receive reimbursement for these
expenses until he attended the seminar, but argued his termination
was unjust and he was entitled to the full $7,624 based on the
employment contract.

The Debtor submitted an affidavit from Julie Sprecher, the interim
Chief Executive Officer, stating that stating that Dr. Vuong was
terminated for cause on April 15, 2014.  The termination letter
outlined the reasons for termination along with a list of the
remaining benefits and salary owed to him.  CME course benefits
were not listed.  The affidavit also included the employment
contract CME addendum.  The contract does not provide for any CME
education courses after termination and lists the procedures for
obtaining payment of the CME.  The two most important steps are
approval by the supervisor and completion of the CME with proof of
credits earned.  The affidavit states that those steps were not
taken.

Judge Martin noted that the Debtor admitted it owed Dr. Vuong the
regular vacation time totaling $2,682 but objected to the CME paid
time off and the $3,500 benefit for CME classes because he was
terminated before attendance of the CME and he never obtained
approval for the course.  He further noted that Ms. Sprecher's
affidavit contained the employment contract and CME addendum.
Judge Martin contended that the addendum clearly indicates that Dr.
Vuong needed to obtain approval and attend the CME to obtain a
reimbursement.  He added that Dr. Vuong submitted no proof of
approval nor attendance at CME. Judge Martin concluded that the
evidence before him supports the objection and that denial of the
claims based on CME may be ordered.

The case is In re: Community Health Systems, Inc., Chapter 11,
Debtor, CASE NO. 14-11319 (Bankr. W.D. Wis.).

A full-text copy of Judge Martin's Memorandum Decision dated August
25, 2015 is available at http://is.gd/ZA70kIfrom Leagle.com.

Community Health Systems, Inc. is represented by:

          Michael J. Cieslewicz, Esq.
          Kasdorf, Lewis & Swietlik, SC.
          One Park Plaza
          11270 West Park Place, 5th Fl
          Milwaukee, WI 53224
          Telephone: (414)577-4000
          Facsimile: (414)577-4400

             -- and --

          Rebecca R. DeMarb, Esq.
          Jeffery Peter Phillips, Esq.
          James D. Sweet, Esq.
          Sweet DeMarb LLC.
          One North Pinckney Street, Suite 300
          Madison, Wisconsin 53703
          Telephone: (608)310-5500
          Facsimile: (608)310-5525
          Email: rdemarb@sweetdemarb.com
                 jphillips@sweetdemarb.com
                 jsweet@sweetdemarb.com

             -- and --

          Richard Lynn Pinkerton Parins, Esq.
          Louis E. Wahl IV, Esq.
          von Briesen & Roper, S.C.
          10 East Doty Street
          Suite 900
          Madison, WI 53703
          Telephone: (608)441-0300
          Facsimile: (608)441-0301
          Email: lparins@vonbriesen.com
                 lwahl@vonbriesen.com

The Official Committee of Unsecured Creditors of Community Health
Systems, Inc. is represented by:

          Katherine Stadler, Esq.
          Erin West, Esq.
          GODFREY & KAHN, S.C.
          One East Main Street
          Suite 500
          P.O. Box 2719
          Madison, WI 53701-2719
          Telephone: (608)284-2654
          Facsimile: (608)257-0609
          Email: kstadler@gklaw.com
                 ewest@gklaw.com

               About Community Health Systems

CHS/Community Health Services, Inc., headquartered in Franklin,
TN,
is an operator of general acute care hospitals in non-urban and
mid-sized markets throughout the US.  In addition, through its
subsidiary, Quorum Health Resources, LLC, Community provides
management and consulting services to non-affiliated general acute
care hospitals throughout the country.  Community recognized
approximately $19.5 billion in revenue for the twelve months ended
June 30, 2015.

Beloit, Wisconsin-based Community Health Systems, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on March 31,
2014 (Bankr. W.D. Wis., Case No. 14-11319).  The case is assigned
to Judge Robert D. Martin.  The Debtor's counsel is Rebecca R.
DeMarb, Esq., at Kerkman Dunn Sweet Demarb, in Madison, Wisconsin.


CORINTHIAN COLLEGES: Judge Denies Bid to Extend Termination Date
----------------------------------------------------------------
A federal judge denied the U.S. Department of Education's bid to
extend the deadline to investigate whether the pre-bankruptcy
lenders of Corinthian Colleges Inc. hold valid liens on its
assets.

The order, issued by U.S. Bankruptcy Judge Kevin Carey, denied the
agency's request to extend the deadline to the "effective date" of
Corinthian Colleges' liquidation plan.

The Department of Education had said last month that the extension
would allow the agency to investigate whether funds in Corinthian
Colleges' bank accounts that were allegedly used as collateral are
held in trust for the government.

The agency expressed concern that the liquidation of Corinthian
Colleges will be funded by student loan disbursements that aren't
part of its estate.

In a court filing, Bank of America NA, the administrative agent for
the lenders, criticized the agency, saying the bank is not
asserting a lien on those funds.

"If the United States is correct in its argument, funds held in
trust are not the debtor's property and there is no assertion of a
lien on such funds by the administrative agent," the bank said in
the filing.

                    About Corinthian Colleges

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

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

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

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


COVENANT PARTNERS: Agreed to Pay $6.8MM to Settle SEC Fraud Claims
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reported that a bankrupt private
equity fund and its two owners have agreed to pay $6.8 million to
settle allegations by the U.S. Securities and Exchange Commission
that they defrauded investors, including family members and
friends, the agency said on Sept. 23, 2015.

The SEC filed and settled claims against Pennsylvania-based private
equity fund Covenant Partners LP, its investment advisory firm
Covenant Capital Management Partners LP, and the owners of the
companies, William Fretz Jr. and John "Jack" Freeman.


CPI CARD: S&P Affirms 'BB-'Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that affirmed its 'BB-'
corporate credit rating on Littleton, Colo.-based CPI Card Group
Inc.  The rating outlook is stable.

At the same time, S&P revised its recovery rating on the company's
$435 million senior secured term loan due 2022 and $40 million
revolver bank loan due 2020 to '2' from '3'.  The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%; lower half of the range) of principal in the event of a
payment default.  S&P subsequently raised its issue-level rating on
the loans to 'BB' from 'BB-'.  The borrower of the debt is CPI
Acquisition Inc.

"The revised recovery rating reflects our expectation for CPI's
improved recovery prospects under our simulated default scenario,
following the repayment of $115 million of the outstanding term
loan," said Standard & Poor's credit analyst Thomas Hartman.  After
the repayment, S&P expects reported debt of about $320 million.

S&P's corporate credit rating on CPI reflects S&P's view of the
company's leading position in the growing U.S. credit, debit, and
prepaid financial payment card market; the industry's transition to
higher-value contact EMV standard embedded microprocessor payment
cards ("chip cards") from the lower-value magnetic stripe cards;
and the company's relatively narrow product focus and limited
geographic diversity.  The rating also reflects S&P's expectation
that CPI's credit measures will strengthen significantly over the
next 12-18 months due to industry tailwinds causing leverage to
improve below 4x by the end of 2016.

The stable rating outlook is based on S&P's expectations that CPI's
operating performance will improve with the industry shift to more
profitable EMV chip cards from magnetic stripe cards.  S&P also
expects that leverage will improve to below 4x by the end of 2016.

S&P could lower the rating if CPI's operating performance does not
continue to improve through 2016 with the industry shift to EMV
chip cards, causing leverage to increase to the 5x area or higher
on a sustained basis.  This could occur if the average selling
price of EMV cards declines faster than S&P expects or if CPI loses
market share within the financial payment card market.  S&P could
also lower the rating if it views the company's financial policy as
more aggressive due to debt-financed dividends or acquisitions that
result in leverage in the 5x area or higher over the next 18
months.

S&P views an upgrade as unlikely over the next two years.  S&P
could raise the rating if CPI is able to meaningfully diversify its
business while meeting or exceeding our operating performance
expectations.  This would likely include the company supplying
contact EMV chip cards internationally.  S&P would also consider an
upgrade if the company's financial sponsor's ownership percentage
declines to less than 40% and leverage declines to well below 4x on
a sustained basis.



CRYOPORT INC: Unit Signs $400,000 Purchase Agreement with KLATU
---------------------------------------------------------------
Cryoport, Inc.'s wholly owned operating subsidiary, Cryoport
Systems, Inc., entered into a Purchase and Sale Agreement with
KLATU Networks, LLC, according to a regulatory filing with the
Securities and Exchange Commission.

Pursuant to the Purchase and Sale Agreement, the Company purchased
from KLATU certain intellectual property and intellectual property
rights related to the Company's CryoportalTM logistics management
platform, which KLATU previously developed for and licensed to the
Company pursuant to the Master Consulting and Engineering Services
Agreement, by and between KLATU and the Company, dated Oct. 9,
2007.  As full compensation for the sale and assignment of the
Developed Technology from KLATU to the Company, the Company will
pay KLATU an aggregate amount of $400,000 in two equal
installments.

Concurrently with entering into the Purchase and Sale Agreement, on
Sept. 16, 2015, the Company and KLATU entered into the Amended and
Restated Master Consulting and Engineering Services Agreement to
amend and restate the Master Consulting and Engineering Services
Agreement.  The Amended and Restated Master Consulting and
Engineering Services Agreement provides a framework for KLATU to
perform certain consulting, software and hardware engineering
development services as mutually agreed upon and further set forth
in one or more Statements of Work.  As between the Company and
KLATU, the Company will own the intellectual property developed
pursuant to such agreement.  In addition, KLATU agreed to grant the
Company a license to use certain of KLATU's intellectual property
used in connection with the Developed Technology.  The Company
agreed to grant KLATU a license to use certain portions of the
Developed Technology in connection with KLATU's cloud based
monitoring solution.  To ensure the availability of KLATU personnel
to perform services pursuant to the Amended and Restated Master
Consulting and Engineering Services Agreement, the Company agreed
to pay KLATU a minimum of $25,000 per month for services fees,
which may be carried forward as advance payment for future services
under certain conditions.  The initial term of the agreement is
until Dec. 31, 2017, and will thereafter automatically renew for
subsequent one year terms, unless notice of termination is given.
The Company or KLATU may terminate the agreement upon written
notice to the other party, and such termination will be effective
six months after the date such notice is received by the
non-terminating party.  After termination, KLATU will continue to
provide maintenance services at its normal hourly rates for a
period of two years as measured from the date of the Amended and
Restated Master Consulting and Engineering Agreement and agrees to
use its good faith efforts to provide such services on a timely
basis.

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.  As of June 30, 2015, the Company had $4
million in total assets, $1.9 million in total liabilities and $2
million in total stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.


CVB STATUTORY TRUST III: Fitch Affirms 'BB-' Preferred Stock Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDR) and Viability Rating (VR) of CVB Financial Corp. (CVBF) and
its primary bank subsidiary, Citizens Business Bank, at 'BBB'. The
Rating Outlook remains Stable.

KEY RATING DRIVERS

IDR and VR

The affirmation of CVBF's ratings reflects the company's strong
financial performance, stable asset quality and the maintenance of
solid capital levels. The Stable Outlook reflects Fitch's
expectation that CVBF will continue to generate sufficient, albeit
spread-reliant core earnings, and grow both organically and with
targeted, strategic acquisitions. Moreover, the Stable Outlook
reflects Fitch's expectation that CVBF will adequately manage
credit risks related to its agricultural portfolio in the midst of
the California drought.

CVBF's earnings continue to be some of the highest and most
consistent within the community bank peer group as well as in
Fitch's rating universe. The company's return on assets (ROA) over
the past five quarters has averaged over 1.2%, driven by a fairly
stable net interest margin (NIM), good cost controls and steady
asset quality. Fitch notes that the five-quarter average would be
even higher if FHLB debt-termination expense of around $14 million
taken in first quarter 2015 (1Q15) was excluded. The action should
aid the company's NIM going forward as the weighted average rate
paid on the final $200 million FHLB advance was 4.5%, significantly
higher than CVBF's other funding costs.

Even with consistent and high earnings, Fitch continues to view
CVBF's earnings profile as a rating constraint. The company
primarily relies on spread income for revenue generation. Net
interest income through 2Q15 accounted for 88% of core revenue.
This adversely compares to the community bank average of between
70%-75%. This presents an elevated risk of earnings deterioration
in the event of material NIM compression.

CVBF's ratings also remain confined to their current levels given
the company's asset type and geographic concentrations. Loans
secured by commercial real estate (CRE) account for just under 70%
of total loans and are largely concentrated in California's Los
Angeles County, Central Valley and the Inland Empire. Similar to
others in the community bank peer group, Fitch believes that CVBF's
concentrations make the company susceptible to idiosyncratic risks
and disproportional amounts of credit volatility.

Still, Fitch believes CVBF's risk appetite is relatively
conservative and views it as a rating strength and supports the
current rating. Fitch views CVBF's risk management practices and
underwriting as above average when considering the asset class and
geographic concentration inherent in its balance sheet. Fitch notes
that on average, CVBF's net charge-offs (NCOs) have consistently
been lower than the industry and higher rated peers over the long
term, pointing toward sound underwriting practices.

CVBF's level of nonperforming assets (NPAs) remains elevated
relative to similarly rated banks in Fitch's rated universe. CVBF's
NPA ratio of 2.0% is the highest in the community bank peer group
but down from over 3.2% at 2Q14. However, Fitch notes that CVBF's
level of accruing troubled debt restructures (TDRs) remains a large
portion of the bank's NPAs. At 2Q15, CVBF's accruing TDRs totalled
$45 million, or 60% of total NPAs.

Fitch attributes part of this to CVBF's conservatism in not only
recognizing TDRs but also making sure a commercial credit has been
cured under current market terms and conditions before taking it
off TDR status. Therefore, Fitch expects NPAs to remain elevated
versus similarly rated peers while the credit costs remain
relatively lower.

NPAs could also be pressured by worsening credit quality in CVBF's
dairy & livestock and agribusiness loan portfolio . These loans
account for around 5% of the bank's total loan portfolio. The
operating footprint in which CVBF operates has been experiencing
significant drought conditions over the last few years, which has
resulted in tighter operating margins and altered farmer's
strategic plans. While CVBF's dairy & livestock and agribusiness
loan portfolio has exhibited strong credit metrics over recent
periods, Fitch expects some pressure going forward if similar
operating conditions persist.

CVBF's liquidity and funding profile remain solid. The company
consistently manages its loan-to-deposit ratio below the community
bank peer group median which typically falls between 70%-80%. Fitch
considers CVBF's ability to attract high-quality, low-cost deposits
as a core competency and a ratings strength. Core deposits account
for nearly 90% of total deposits based on regulatory definitions.

Capital continues to be strong compared to similarly rated peers.
Still, Fitch notes that given the bank's product and geographic
concentration, robust capital levels are needed to support the
current rating. Core capital levels, measured by Fitch Core Capital
to Assets remains toward the top end of the peer group as do
risk-based measures. Fitch expects CVBF to manage capital down over
the intermediate term through acquisitions and organic growth. This
expectation is reflected in today's rating action.

SUPPORT RATING AND SUPPORT RATING FLOOR

CVBF has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, CVBF 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

CVBF's preferred stock is notched five 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, these ratings have been affirmed due to the affirmation of
the VR. CVBF's preferred stock is notched 2x from the VR for loss
severity, and 3x for non-performance.

HOLDING COMPANY

The IDR and VR of CVBF are equalized with its operating company -
Citizens Business 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

CVBF'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 views CVBF's ratings as well-situated at 'BBB' and believes
rating upside is limited over the near- to intermediate-term given
its asset and geographic concentrations as well as its earnings
profile. However, better portfolio and business diversity over the
long term could have positive implications provided the company
maintains its conservative risk management practices.

Fitch believes that asset quality improvement will moderate going
forward and could even reverse nominally as credit metrics
normalize. However, if CVBF's credit trends reverse materially,
particularly if large loans become impaired or the agricultural
portfolio deteriorates materially due to drought conditions,
negative rating action could be taken. Moreover, if capital
management were to become more aggressive than Fitch's expectations
in payout levels or through acquisitions, negative rating action
could ensue, although this is not expected.

SUPPORT RATING AND SUPPORT RATING FLOOR

CVBF'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

All hybrid capital issued by CVBF and its subsidiaries is notched
down from the VRs of CVBF 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 CVBF.

HOLDING COMPANY

If CVBF 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 CVBF 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.

The following ratings have been affirmed with a Stable Outlook:

CVB Financial Corp.

-- Long-term Issuer Default Rating (IDR) at 'BBB';
-- Short-term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Support at floor 'NF';
-- Support at '5'.

Citizens Business Bank

-- Long-term IDR at 'BBB';
-- Long-term deposit at 'BBB+';
-- Short-term IDR at 'F2';
-- Short-term deposit at 'F2';
-- Viability Rating at 'bbb';
-- Support floor at 'NF';
-- Support at '5'.

CVB Statutory Trust III

-- Preferred stock at 'BB-'.


DBSI INC: Liquidating Trustee Wins $18.6MM Judgment Against Ex-CEO
------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the liquidating
trustee for DBSI Inc. has been awarded an $18.6 million default
judgment against the defunct real estate firm's former chief
Douglas Swenson, who is currently serving a 20-year prison sentence
for defrauding the company's investors, according to court
documents filed in Idaho.

U.S. District Judge Marsha Pechmen signed off on DBSI trustee James
R. Zazzalli's request for a final judgment against Swenson, who was
pinned with causing more than $100 million in losses and was
convicted in 2014 on bevy of securities.

                         About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has assigned a rating of 'BBB' to the proposed senior
unsecured 5 and 10-year issuances by Digital Delta Holdings, LLC, a
subsidiary of Digital Realty Trust, Inc. (NYSE: DLR).  The notes
will be fully and unconditionally guaranteed by Digital Realty
Trust, Inc. and Digital Realty Trust, L.P.  The company expects to
use to the net proceeds to fund a portion of the $1.9 billion
acquisition of Telx announced in July 2015.

KEY RATING DRIVERS

The rating reflects that while the acquisition of Telx moderately
increases leverage in the near term, Fitch expects the company's
metrics to improve in-line with longer-term historical trends, and
consistent with a 'BBB' IDR for a diversified data center real
estate investment trust (REIT).  While the Telx transaction adds
more operational intensity and decreases margins, the transaction
has several benefits, including increased tenant and revenue
diversity and complementary business lines.

As the largest data center REIT, Digital Realty exhibits credit
strengths including a global platform, granular tenant base, strong
access to multiple sources of capital, adequate liquidity, and a
deep management bench.  The rating takes into account the niche
asset class in which the company operates, resulting in a less
liquid investment market than other commercial property asset
classes and also low unencumbered asset coverage for the rating.

Key Metrics Remain Appropriate For Rating

Fitch estimates pro forma run-rate leverage at 5.4x for the
trailing 12 months (TTM) ended June 30, 2015, compared to 5.1x for
stand-alone DLR.  The initial increase in leverage is due to the
company acquiring Telx using approximately 8.6x leverage.  Fitch
forecasts that leverage will remain between 5.0x and 5.5x over the
next 12 - 24 months and DLR has consistently maintained leverage
between 4.4x and 5.6x since 2009.  Fitch defines leverage as debt
net of readily available cash divided by recurring operating
EBITDA.

Fixed-charge coverage is good for the rating at 2.8x pro forma,
compared with 2.9x and 2.9x for the years 2014 and 2013,
respectively.  Fitch expects DLR's fixed-charge coverage will be
between 2.7x and 2.9x over the next 12-24 months, driven by
same-store net operating income (NOI) growth offset by higher fixed
charges.  Fitch defines fixed-charge coverage as recurring
operating EBITDA less straight-line rents divided by total interest
incurred and preferred stock dividends.

Strategy Focused on Improving Unlevered Cash Flow

The lease-up of existing inventory is one of the company's top
priorities.  Tenants across the social media, mobility, analytics,
and cloud segments are driving the majority of new demand for
Digital Realty's properties.  Portfolio occupancy increased 70
basis points (bps) year over year to 93.5% as of June 30, 2015, and
quarterly stabilized same store year-over-year cash NOI growth
averaged 3.1% for the TTM due primarily to a renewal leasing spread
of 10.3% and a retention rate of 82% for TTM ended June 30, 2015.
During that period, renewal activity represented 58.3% of leased
square footage.

Comparisons for renewals were challenging for a time due to the
rolldown of peak rental rates signed prior to the financial crisis;
however, the company has recently been effective in leasing up its
existing properties and maintaining its tenant base.  Over the next
several years, Fitch projects 2.5% to 4.7% same-store NOI growth,
driven primarily by developments coming on line and efficient
management of the aggregate portfolio post-close of the Telx
acquisition.

Same-store NOI growth, cash flow from the lease-up of developments,
and increased cash flow from joint ventures, offset by a reduction
of EBITDA from the sale of non-core assets, should drive
fixed-charge coverage in the high 2.0x range over the next two
years, appropriate for a 'BBB' rating given Digital Realty's niche
property focus.

Global Platform

Pro forma for the transaction, Digital Realty will be able to offer
Turn-Key Flex, Powered Base Building, colocation and
interconnection space, and its 132 operated properties, including
103 throughout North America, 23 in Europe, three in Australia and
three in Asia.  Top markets as of June 30, 2015 were London (12.2%
of annualized base rent), Dallas (10.4%), Northern Virginia
(10.4%), New York (9.0%), and Silicon Valley (9.0%).

The company also benefits from a granular tenant roster, which
includes IBM (Fitch IDR of 'A+', Stable Outlook) at 7.6% of rent
before effect of the Telx transaction, CenturyLink, Inc. (IDR of
'BB+'; Stable Outlook by Fitch) at 7.0%, Equinix Operating Company,
Inc. at 3.9%, Facebook, Inc. at 2.4% and AT&T (IDR of 'A-'; Stable
Outlook) at 2.1%.

Good Access to Capital but Limited Secured Debt Market for Data
Centers

Since 2006, the company has issued $3.4 billion of common equity,
$1.9 billion of preferred equity including most recent issuance,
$2.5 billion of dollar-denominated unsecured bonds, and
GBP700 million of sterling-denominated unsecured bonds.  The
company's sterling-denominated bonds function as a natural hedge
given the company's exposure to the United Kingdom.

In September 2014, the company formed a joint venture with an
affiliate of Griffin Capital Essential Asset REIT, Inc. (GCEAR).
This was the company's second large institutional joint venture
following the venture with an investment fund managed by Prudential
Real Estate Investors in September 2013.  The GCEAR venture
arranged a $102 million five-year secured bank loan at LIBOR plus
225 basis points, representing a loan-to-value ratio of 55%.

Despite the company's strong access to capital, the availability of
mortgage capital for data centers is not as deep compared with
other commercial real estate property types, limiting the sources
of contingent liquidity.

Deep Management Bench

The company has a strong management team in areas such as real
estate expertise as well as technical acumen, and it continues to
work collaboratively with its business partners such as VMware and
Compunext to provide accommodative data center solutions (e.g.,
direct connections to VMware vCloud Air, creation of the Global
Cloud Marketplace with various cloud service providers).  Fitch
expects that most of Telx's employees will join DLR to manage the
colocation and interconnection business.

Less Contingent Liquidity for Data Centers

Data centers are specialized properties and technological
obsolescence over the long term is possible.  However, there are
significant barriers to entry and medium-term IT trends are
favorable.  Compared with other real estate assets, data centers
have a less liquid investment market with fewer potential buyers,
making these assets potentially more difficult to divest or borrow
against in a depressed market.  These market characteristics can
reduce the ability of data centers to serve as a source of
contingent liquidity.  Digital Realty's financial metrics are
intrinsically strong for the 'BBB' rating category; however, the
ratings are constrained by the data center properties being a
less-than-mature asset class and the less liquid market for trading
and financing these assets.

Digital Realty is committed to an unsecured funding profile.
However, the company's unsecured debt incurrence has outpaced the
growth of the unencumbered pool.  Unencumbered assets (unencumbered
NOI divided by a stressed capitalization rate of 10%) covered net
unsecured debt by 2.1x as of June 30, 2015, which is low for a
'BBB' rating.  This ratio further declines to 2.0x pro forma for
the Telx transaction.

Higher Operational Intensity from Telx Transaction

Fitch estimates that pro forma EBITDA margins will decline to 54%
from approximately 57% due to lower Telx margins, and, pro forma
for the transaction Telx's colocation and interconnection business
will represent approximately 11% of DLR's total EBITDA.  Telx owns
only two assets, with the remaining seven locations leased from
third-party property owners.  As a result, DLR will become a tenant
at these locations, which increases lease renewal risk and adds a
degree of operating risk into the company's business. Fitch's
negative rating sensitivities for leverage may decline if the
company further increases its exposure to business segments with
higher operating risk.

Adequate Liquidity Coverage Ratio

Liquidity coverage (defined as liquidity sources divided by uses)
is adequate at 1.8x for the period from July 1, 2015 to Dec. 31,
2016.  Sources of liquidity include unrestricted cash, availability
under the company's unsecured revolving credit facility, and
projected retained cash flows from operating activities after
dividends and distributions.  Uses of liquidity include debt
maturities as well as projected recurring capital expenditures and
cost-to-complete future development.

The company's adjusted funds from operations (AFFO) pay-out ratio
was 84.2% in second quarter 2015 (2Q15), compared with 87.6% in
2014 and 83.9% in 2013, all of which are indicative of the
company's ability to generate and retain moderate organic
liquidity.  Based on the current AFFO pay-out ratio, the company
retains approximately $90 million annually.

Stable Outlook

The Stable Outlook reflects Fitch's expectation that metrics will
remain appropriate for the rating over the next one to two years.

KEY ASSUMPTIONS

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

   -- $850 million of annual development starts;
   -- $750 million of annual development deliveries.

RATING SENSITIVITIES

These factors may result in positive momentum in the rating and/or
Outlook:

   -- Increased mortgage lending activity in the data center
      sector;

   -- Fitch's expectation of fixed-charge coverage sustaining
      above 3x (TTM fixed-charge coverage was 3.0x and pro forma
      coverage is 2.8x);

   -- Fitch's expectation of leverage sustaining below 4.5x (TTM
      leverage is 5.1x and pro forma run-rate leverage is 5.4x).

These factors may result in negative momentum in the rating and/or
Outlook:

   -- Sustained declines in rental rates and same-property NOI;

   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.5x;

   -- Fitch's expectation of leverage sustaining above 6x;

   -- Base case liquidity coverage sustaining below 1x.

FULL LIST OF RATINGS

Fitch currently rates Digital:

Digital Realty Trust, Inc.

   -- IDR 'BBB';
   -- Preferred stock 'BB+'.

Digital Realty Trust, L.P.

   -- IDR 'BBB';
   -- Unsecured revolving credit facility 'BBB';
   -- Senior unsecured term loan facility 'BBB';
   -- Senior unsecured notes 'BBB'.

Digital Stout Holding, LLC

   -- Unsecured guaranteed notes 'BBB'.

Digital Delta Holdings, LLC

   -- Unsecured guaranteed notes 'BBB'.

The Rating Outlook is Stable.



DOWENT FAMILY: Court Awards Efpar $130K in Damages
--------------------------------------------------
Judge Robert Kwan of the United States Bankruptcy Court for the
Central District of California, Los Angeles Division, sustained in
part and overruled in part Dowent Family LLC's objection to Efpar
Development, LLC's claim.  Judge Kwan also granted in part, and
denied in part, Dowent's motion for disallowance of claim.

Dowent owned and managed a 3-unit commercial real property located
at 3138-3148 West Pico Boulevard, in Los Angeles, California.  In
January 2012, the Debtor entered into a contract to sell the
Property to Efpar for $3,800,000.  The Sale Agreement required
Efpar to deposit $50,000 into escrow, which constituted liquidated
damages in the event that Efpar breached the Sale Agreement after
the waiver of all contingencies.  Efpar made the required $50,000
deposit into the escrow opened between the Debtor and Efpar at
Commerce Escrow Co., to accomplish the sale of the Property.  Efpar
borrowed the $50,000 that it used as an escrow deposit from SR
Capital, Inc.

Shortly before the deadline for closing escrow, the Debtor and
Efpar entered into an Addendum to the Sale Agreement, which was
fully executed on April 7, 2012.  Among other things, the Addendum:
(1) reduced the purchase price of the Property to $3,635,000; (2)
provided that escrow would release Efpar's $50,000 deposit to the
Debtor if the Debtor complied with all of its obligations under the
Addendum; (3) extended the escrow closing deadline for 45 days
following the execution of the Addendum; (4) provided for the
Debtor to give Efpar an All Inclusive Trust Deed in the approximate
amount of $2.5 million for the period of one-year from the closing;
and (5) gave Efpar the right to further extend the escrow closing
deadline for an additional 45 days upon its deposit of an
additional $50,000 into escrow, which would be released to the
Debtor upon receipt by escrow.

On or about April 16, 2012, David Zander submitted a back-up offer
to purchase the Property for $3,660,000, which was memorialized in
a written contract.  The Zander Agreement provided that it was the
first back up offer to the Agreement and would become the operative
contract for the sale and purchase of the Property upon
cancellation of the Debtor's escrow with Efpar.  The Zander
Agreement was not signed at this time by any authorized
representative of the Debtor.  It was signed by the Debtor's broker
only without the knowledge or authorization of the Debtor.

Escrow did not close by May 22, 2012.  Efpar did not deposit an
additional $50,000 into escrow prior to May 22, 2012.  As a result,
on May 24, 2012, via e-mail the Debtor's broker sent to Efpar's
broker a document entitled "Cancellation of Contract, release of
Deposit and Joint Escrow Instructions" that was signed by the
Debtor's principal, Sahm Orh.  The Cancellation provided that the
Debtor cancelled the Sale Agreement and associated escrow for
Efpar's failure to close the sale by the May 22, 2012, deadline
specified in the Addendum.

Efpar did not close escrow within 5 business days following the
delivery of the Cancellation to Efpar, nor did Efpar deposit an
additional $50,000 (or any other amount) into escrow during this
period.

On May 29, 2012, the Debtor executed the Zander Agreement and an
escrow was open shortly thereafter between the Debtor and Zander.
At the time of opening escrow, Zander deposited $100,000 into the
escrow.  The Debtor's broker also informed Zander that the Debtor
had transmitted the Cancellation to Efpar on or about May 24, 2012,
and provided a copy of the Cancellation to Zander on this day.  On
the same day, Efpar's broker emailed the Debtor's broker and the
escrow officer, stating that Efpar has no intention of cancelling
the escrow and that it would like to release $100,000 and extend
the closing of escrow to July 6, 2012.

On or about June 7, 2012, the Debtor entered into a Second
Amendment to the Sale Agreement with Efpar.  At the time of
executing the Second Amendment, both the Debtor and Efpar believed
that the Debtor's prior delivery of the Cancellation to Efpar did
not result in a termination of the Sale Agreement, and that it
would have been necessary for Efpar to have signed the Cancellation
for it to have been effective to terminate the sale between the
Debtor and Efpar.

Among other things, the Second Amendment provided for a new closing
deadline of June 27, 2012, and required Efpar to put a second
$50,000 into escrow, with the total $100,000 deposited by Efpar
into the escrow to be released to the Debtor. Efpar did
subsequently deposit an additional $50,000 into escrow. Efpar
borrowed the second $50,000 that it deposited into escrow from SR
Capital. The $100,000 that Efpar deposited into the escrow was
subsequently released to the Debtor.

On June 14, 2012, Zander initiated litigation against the Debtor,
its principals and others in state court seeking, among other
things, specific performance of the Zander Agreement. This
litigation is known as David Zander v. Dowent Family, LLC, Sahm
Hyub Orh, Michelle Orh, David Wan, Mandarin Realty, Raymond Wan,
Efpar Development LLC; and Farid Efraim, et al., L.A.S.C. Case No.
BC485043 (the "Zander Lawsuit"). In connection with the Zander
Lawsuit, Zander recorded two Notices of Pendency of Action (Lis
Pendens), clouding title to the Property and preventing the Debtor
from consummating its sale of the Property to Efpar or anyone
else.

On July 24, 2012, Efpar initiated its own lawsuit against the
Debtor, its principals and others in state court also seeking,
among other things, specific performance of its Sale Agreement.
This litigation is known as Efpar Development, LLC v. Dowent
Family, LLC, Sahm Hyub Orh, Michelle Orh, David Zander, David Wan,
Mandarin Realty Corp, Raymond J. Wan, and Does 1-50, inclusive,
L.A.S.C. Case No. BC488919 (the "Efpar Lawsuit"). In connection
with the Efpar Lawsuit, Efpar recorded a Notice of Pendency of
Action (Lis Pendens), further clouding title to the Property and
preventing the Debtor's sale of the Property.

Prior to resolution of either the Zander Lawsuit or the Efpar
Lawsuit, on the Petition Date of February 4, 2013, the Debtor filed
its voluntary chapter 11 bankruptcy petition.

The Debtor filed a motion to sell the Property to Efpar, as well as
a motion to reject the Zander Agreement. The Court determined that
the sale of the Property would require an auction before the Court
at which both Efpar and Zander would be permitted to bid and
overbid. The terms of the sale were that the successful bidder was
required to pay the purchase price in cash or cashier's checks to
the Debtor's counsel at the conclusion of the sale hearing.

Efpar brought cashier's checks to the sale hearing drawn on the
account of SR Capital in the total amount of $3,587,500.00 payable
to Ringstad & Sanders, LLP Trust Account. Post-petition, SR Capital
has been attempting to collect from Efpar a total of $209,270.83,
consisting of a "loan commitment fee" of $179,375.00 (calculated as
5% of the $3,587,500 that Efpar brought to the sale hearing), plus
"30 days minimum interest" totaling $29,895.83 (calculated at an
annual interest rate of 10% on the $3,587,500 that Efpar brought to
the sale hearing).

Zander was the successful bidder at the auction held before the
Court, submitting the highest bid of $3,800,000 to acquire the
Property.

On April 12, 2013, Efpar filed a proof of claim against the
Debtor's bankruptcy estate, which asserts a partially secured,
partially unsecured claim in the amount of $1,878,333.32 based upon
"$100,000 deposit taken by Debtor & Breach of Purchase Agt." A
portion of Efpar's Claim consists of $65,500.00 representing the
alleged value of Efpar's principals, Farid Efraim and Keith Parry,
expended in Efpar's efforts to acquire the Property and billed at a
rate of $250.00 per hour.

Judge Kwan's held the following in support of his decision:

     (a) As of June 27, 2012, the parties had a valid and
enforceable contract between the parties consisting of the Sale
Agreement as modified by the Addendum and the Second Amendment.

     (b) The date of Dowent's breach of contract under the Sale
Agreement as modified by the Second Amendment was June 27, 2012,
when it failed to perform by that date which was the escrow closing
deadline under the contract. Efpar performed under the terms of the
contract by depositing an additional $50,000 into escrow. Dowent
did not perform under the terms of the contract because it did not
convey the Property to Efpar by June 27, 2012, the escrow closing
deadline under the Sale Agreement as modified by the Second
Amendment. It is undisputed that Dowent did not convey the Property
to Efpar under the Sale Agreement as modified by the Second
Amendment by the deadline or at any time, as shown by the fact that
Dowent eventually conveyed the Property to Mr. Zander pursuant to
this court's Sale Order entered on July 2, 2013

     (c) The preponderance of the evidence shows that the fair
market value of the Property on June 27, 2012 (the escrow closing
date under the Second Amendment and the date of Dowent's breach)
was $3,660,000 and the Sale Agreement called for a purchase price
of $3,635,000, the court thus finds that Efpar suffered
"loss-of-bargain" damages in the amount of $25,000 for Debtor's
breach of contract under California Civil Code § 3306.

     (d) Efpar has failed to prove its claim for lost profits by a
preponderance of the evidence.

     (e)  Efpar failed to prove by a preponderance of the evidence
that the loan commitment fee and minimum interest portions of its
claim that it contends it owes to SR Capital incurred in or about
July 2013 were damages reasonably foreseeable by Debtor at the time
of the breach of contract in June 2012.

     (f) Efpar is not entitled to damages for time billed by its
principals.  The testimony and evidence offered by Mr. Efraim and
Efpar based on the purported method of time recordation were not
reliable or sufficient to prove damages with reasonable certainty,
as required by California law.

     (g) Efpar has adequately proved by a preponderance of the
evidence damages in the total amount of $130,192.00. This allowable
amount of damages consists of the following items of damages:
$1,800.00 for an environmental assessment, $700.00 for asbestos
testing, $2,692.00 for expenses to the Los Angeles Department of
Water and Power, $100,000.00 for Efpar's escrow deposits, and
$25,000.00 for "loss of bargain" damages. The court finds that
Efpar has failed to prove otherwise by a preponderance of the
evidence that any other damages were reasonable or foreseeable or
established with reasonable certainty when Dowent breached its
contract with Efpar.

     (h) Dowent has not met its burden of proving impossibility as
a defense to excuse it from its breach of contract with Efpar.

     (i) Dowent failed to show by a preponderance of the evidence,
let alone clear and convincing evidence, that it did not breach the
contract with Efpar due to termination or mistake.

The case is In re: DOWENT FAMILY LLC, a Delaware Limited Liability
Company, Chapter 11, Debtor and Debtor-in-Possession, CASE NO.
2:13-BK-12977 RK.

A full-text copy of Judge Kwan's Memorandum Decision On Debtor's
Motion For Order Disallowing Claim Of EFPAR Development, LLC dated
August 11, 2015 is available at http://is.gd/yP2Fubfrom
Leagle.com.

Dowent Family LLC is represented by:

          Christopher Minier, Esq.  
          Brian R. Nelson, Esq.
          Todd C. Ringstad, Esq.  
          RINGSTAD & SANDERS, LLP
          2030 Main Street, Suite 1600
          Irvine, CA 92614
          Telephone: (949)851-7450
          Facsimile: (949)851-6926

             -- and --

          Saul Reiss, Esq.
          LAW OFFICES OF SAUL REISS
          2800 28th Street
          Santa Monica, CA 90405
          Telephone: (310)450-2888

Dowent Family LLC sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 4, 2013 (Bankr. C.D. Calif., Case No.
13-12977).  The case is assigned to Judge Robert N. Kwan.  The
Debtor's counsel is Todd C. Ringstad, Esq., at Ringstad & Sanders,
LLP, in Irvine, California.


EDENOR SA: Accepts Resignation of Juan Cuattromo as Director
------------------------------------------------------------
At a meeting held Sept. 21, 2015, the Board of Directors of Edenor
SA decided to accept the resignation of Juan Miguel Cuattromo as
permanent director of the Company.

The position will be taken by Mr. Ariel Saks, who was duly
appointed as alternate director at the ordinary and extraordinary
general shareholders' meeting held on April 28, 2015.  

Likewise, the Board of Directors decided to appoint Mr. Santiago
Duran Cassiet as member of the Company's Audit Committee, to
replace Mr. Juan Cuattromo.

                        About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported a loss of ARS780 million on ARS3.59 billion of
revenue for the year ended Dec. 31, 2014, compared with profit of
ARS773 million on ARS3.44 billion of revenue for the year ended
Dec. 31, 2013.

As of June 30, 2015, Edenor had ARS 10.74 billion in total assets,
ARS 9.63 billion in total liabilities and ARS 1.11 billion in total
equity.


ELBIT IMAGING: Plaza Centers' Board Chairman Resigns
----------------------------------------------------
Elbit Imaging Ltd. announced that Mr. Ron Hadassi has resigned as
chairman of the Board of Directors of Plaza Centers N.V., a
subsidiary of the Company.  Mr. Hadassi will remain a director of
Plaza Centers.

Mr. Yoav Kfir has been appointed by the Directors to act as
Chairman of Plaza Centers.

Ron Hadassi commented: "I decided to resign from my position as the
chairman of Plaza Centers' board of directors, as a result of the
impossible functioning of the board under its current structure.
After the general meeting in Plaza, I will consider my future
position in Plaza Centers.  Meanwhile, as a board member, I will
continue to act for the best interest of Plaza."

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

As of June 30, 2015, the Company had NIS 2.8 billion in total
assets, NIS 2.5 billion in total liabilities and NIS 338.3 million
in shareholders' equity.


ELBIT IMAGING: Plaza Centers' CEO Quits
---------------------------------------
Elbit Imaging Ltd. announced that Akiva Azulay has resigned as
chief executive officer of Plaza Centers N.V., a subsidiary of the
Company.  The effective date of the resination is being discussed
by Mr. Azulay and Plaza.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

As of June 30, 2015, the Company had NIS 2.8 billion in total
assets, NIS 2.5 billion in total liabilities and NIS 338.3 million
in shareholders' equity.


ELBIT IMAGING: Unit Gets Shareholder Notice to Convene Meeting
--------------------------------------------------------------
Plaza Centers N.V., an indirect subsidiary of Elbit Imaging Ltd.,
has received a notice from Elbit Ultrasound (Luxembourg) B.V./
s.a.r.l., a 44.9% shareholder in Plaza and a wholly owned
subsidiary of the Company, requesting Plaza to convene an
extraordinary general meeting under the provisions of Section 27.3
of Plaza's articles of association.

The meeting will be held to consider and, if thought fit, passing
resolutions relating to (i) the dismissal of Messrs. Marco Wichers,
Sarig Shalhav, Shlomi Kelsi and Yoav Kfir; and (ii) the amendment
to the articles of association to reduce the size of the board to a
maximum number of five directors.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

As of June 30, 2015, the Company had NIS 2.8 billion in total
assets, NIS 2.5 billion in total liabilities and NIS 338.3 million
in shareholders' equity.


EMPIRE RESORTS: To Hike Capital for Montreign Resort Casino Project
-------------------------------------------------------------------
Empire Resorts, Inc. through a wholly-owned subsidiary, Montreign
Operating Company, LLC, on Dec. 17, 2014, was unanimously selected
by the New York State Gaming Facility Location Board as the sole
Catskill/Hudson Valley Region One casino applicant eligible to
apply to the New York State Gaming Commission for a license to
operate a resort casino to be located at the site of a four-season
destination resort planned for the Town of Thompson in Sullivan
County 90 miles from New York City.  The Adelaar Project is to be
located on 1,500 acres owned by EPT Concord II, LLC and EPR Concord
II, LP, each a wholly-owned subsidiary of EPR Properties.  The
Casino Project, to be called "Montreign Resort Casino", is part of
the initial phase of Adelaar, which will also include an Indoor
Waterpark Lodge and adventure park, Rees Jones redesigned "Monster"
Golf Course and an Entertainment Village, which will include
retail, restaurant, shopping and entertainment.

Since Empire Resorts' selection by the Siting Board, the Company is
contemplating changes to the Casino Project.  The changes would
require an increase in the previously-projected minimum capital
investment the Company would make in the Casino Project.  The
Company expects that the planned revisions will provide incremental
profit and cash flow to support the additional investment.  In
addition, on Sept. 3, 2015, Monticello Raceway Management, Inc., a
wholly-owned subsidiary of the Company, and EPT entered into a
non-binding term sheet reflecting general terms of a proposed
amendment to the Option Agreement between MRMI and EPT.  The Option
Agreement, which was originally executed on
Dec. 21, 2011, and last amended by letter agreement dated June 20,
2014, grants to MRMI the sole and exclusive option to lease
portions of the EPT Property on which the Casino Project will be
developed.  The Term Sheet contemplates, among other things,
amendments to the Option Agreement that would allow MRMI and/or its
affiliates to lease the parcels on which the Golf Course and
Entertainment Village will be located in addition to the Casino
Project parcel.  The Term Sheet also includes proposed terms on
which MRMI and/or its affiliates would be responsible for
developing the Golf Course and Entertainment Village, in addition
to the Casino Project, and EPR would be responsible for developing
the Indoor Waterpark Lodge.  The Term Sheet is for discussion
purposes only and is not binding on either MRMI or EPT until
definitive agreements are executed and the terms of such definitive
agreements may be subject to regulatory review and/or approval.
Furthermore, the proposed changes to the Casino Project are subject
to regulatory approval.

In the event that the Company is awarded a Gaming Facility License,
the Company anticipates financing the associated costs and expenses
of the Casino Project with a combination of debt and equity
financing.  To support the contemplated changes to the Casino
Project and the proposed expansion of the Company's role at Adelaar
to include the development of the Golf Course and Entertainment
Village, the Company entered into amendments to the debt and equity
financing commitments initially obtained in June 2014 in support of
the Company's application for a Gaming Facility License.  In
addition, the Company applied for, and obtained, a resolution from
the Sullivan County Industry Development Agency, approving an
increase in the exemption from New York State and local sales and
use taxes with respect to certain items used in, or for the
acquisition, construction and equipping of, the Casino Project.

For the debt portion of the Company's financing, in June 2014,
Credit Suisse AG committed to provide a senior secured credit
facility of up to a maximum amount of $478 million.  On Sept. 22,
2015, Credit Suisse and the Company entered into a further
amendment to the commitment letter increasing the financing
commitment Credit Suisse provided up to a maximum of $545 million,
which amount may be reduced by no more than $70 million depending
on the amount of furniture, fixtures and equipment financing the
Company otherwise obtains.  The CS Credit Facility provides that it
may change the terms of the credit facility to ensure successful
syndication.  The CS Credit Facility is subject to various
conditions precedent, including the Company's receipt of a Gaming
Facility License and evidence of an equity investment in the
Company of up to $301 million.

The Company may launch a rights offering to its existing equity
holders in an amount necessary to meet the requirements of the CS
Credit Facility and to redeem certain outstanding Series E
preferred stock of the Company in accordance with an existing
settlement agreement.  If the Company launches a rights offering
meeting certain criteria, Kien Huat Realty III Limited, the
Company's largest stockholder, committed in June 2014 to exercising
its proportionate share of subscription rights that would be issued
and entering into a standby purchase agreement to exercise all
rights not otherwise exercised by holders.  On
Sept. 22, 2015, the Company and Kien Huat entered into a further
amendment to the Kien Huat Commitment Letter, whereby Kien Huat
increased its overall equity investment commitment to the Company
from $150 million plus the amount necessary to redeem the Series E
preferred stock to an aggregate total of $375 million, which
amounts include $50 million invested by Kien Huat in a rights
offering the Company consummated in February 2015.  In particular,
Kien Huat has agreed to participate in, and backstop, two
additional rights offerings in support of the Company's Casino
Project and further involvement in the development of Adelaar, to
redeem the Series E preferred stock, as well as to support the
working capital needs of the Company.  The first additional rights
offering, if launched, would commence no later than ten days
following the Company being granted a Gaming Facility License. Kien
Huat has agreed to participate in, and backstop, the License Grant
Rights Offering in an amount not to exceed $290 million.  In
addition, the Company may determine to commence a further
subsequent rights offering.  Kien Huat has agreed to participate
in, and backstop, such Follow-On Rights Offering on the same terms
and conditions and at the same subscription price as the License
Grant Rights Offering in an amount not to exceed $35 million.

Although the Company has obtained these debt and equity financing
commitments, the Company has reserved the flexibility to reassess
its financing alternatives if it is granted a Gaming Facility
License and either proceed with the financing options described
here or pursue alternative means of financing the Casino Project on
terms and conditions more beneficial to the Company.  The ultimate
investment that the Company will make in the Montreign Resort
Casino will require regulatory approval and will also depend on the
regulatory approval of the proposed changes to the Casino Project
and the Company's further involvement in the development of
Adelaar.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.

As of June 30, 2015, Empire Resorts had $81.7 million in total
assets, $58.1 million in total liabilities and $23.5 million in
total stockholders' equity.


ENERGY FUTURE: EFH Committee Hires Gibbs & Bruns as Trial Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Energy Future
Holdings Corp., Energy Future Intermediate Holding Company, LLC,
EFIH Finance, Inc., and EECI, Inc. (the "EFH Committee") seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Gibbs & Bruns LLP as special conflicts trial
counsel for the EFH Committee, nunc pro tunc to September 8, 2015.

Gibbs & Bruns will represent the EFH Committee with respect to the
valuation, analysis, and prosecution of Texas-based litigation
claims owned by Energy Future Holdings Corp., Energy Future
Intermediate Holding Company, LLC, EFIH Finance, Inc., and EECI,
Inc. (the "EFH Debtors") against the Debtors' sponsors and
directors designated by the sponsors (the "Sponsor Parties").

The EFH Debtors' claims against the Sponsor Parties, identified
through the work of EFH Committee counsel, Montgomery, McCracken,
Walker & Rhoads LLP ("MMWR"), require the advice of specialized
Texas trial counsel to assist it in valuing, protecting, and
prosecuting these important EFH Debtor Assets.

The EFH Committee requires Gibbs & Bruns to perform the following
tasks:

   (a) in conjunction with MMWR, provide legal advice to the EFH
       Committee with respect to the potential litigation of pre-
       and post-petition fiduciary duty, avoidance and other
       claims by the estate against the sponsors and directors
       designated by the sponsors, including without limitation
       claims against the sponsors as control persons of the
       debtors immediately preceding and during the bankruptcy
       cases, including with respect to Texas corporate law and
       governance issues and related trends;

   (b) in conjunction with MMWR, review on behalf of the EFH
       Committee necessary motions, complaints, answers, orders,
       agreements, and other legal papers relating to the Legacy
       Claims, including plan objections pertaining to the
       purported release of Legacy Claims, as well as plan
       objections to Debtors' effort to obtain a court order
       purporting to release claims against the Sponsor Parties
       that do not belong to Debtors' estates but, instead, belong

       to individual creditors;

   (c) in conjunction with MMWR, as determined by the EFH
       Committee, advise the EFH Committee as special trial
       counsel with respect to the proposed settlement or release
       of such Legacy Claims by the Debtors, whether prior to or
       as part of a plan of reorganization;

   (d) represent the EFH Committee as special trial counsel in
       hearings and other judicial proceedings with regard to the
       merits of such claims;

   (e) serve as lead trial counsel in prosecuting such claims if
       they are prosecuted; and

   (f) except as to asbestos matters, represent the EFH Committee
       in such other litigation matters where lead counsel has a
       conflict or declines to proceed, as the EFH Committee may
       determine.

Gibbs & Bruns will be paid at these hourly rates:

        Partners              $395-$1050
        Associates            $265-$350
        Paralegals            $185

Gibbs & Bruns will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Kathy D. Patrick, partner of Gibbs & Bruns, 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.

Gibbs & Bruns will make a reasonable efforts to comply with the
U.S. Trustee's and the Fee Committee's requests for information and
additional disclosures as set forth in the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. section 330 by Attorneys in Large Chapter 11 Cases
Effective as of November 1, 2013 (the
"UST Guidelines"), in connection with this Application and the
interim and final fee applications to be filed by Gibbs & Bruns.

Gibbs & Bruns stated that did not represent the EFH Committee or
any Debtor in the 12 months prepetition.

The EFH Committee has not yet requested a budget or staffing plan
from Gibbs & Bruns. Gibbs & Bruns will provide a budget and
staffing plan immediately and will continue to provide the EFH
Committee with monthly budgets and staffing reports as such may be
requested by the EFH Committee.

The Court will hold a hearing on the application on Oct. 15, 2015,
at 10:30 a.m.  Objections, if any, are due Oct. 6, 2015, at 4:00
p.m.

Gibbs & Bruns can be reached at:

       Kathy D. Patrick, Esq.
       Gibbs & Bruns LLP
       1100 Louisiana, Suite 5300
       Houston, TX 77002
       Tel: (713) 751-5253
       Fax: (713) 750-0903
       E-mail: kpatrick@gibbsbruns.com

                About Energy Future Holding Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is A
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.

Oncor, an 80 percent-owned entity within the EFH group, is the
Largest regulated transmission and distribution utility in Texas.

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

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

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

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

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

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

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

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


EXGEN TEXAS: Moody's Changes Rating Outlook to Negative
-------------------------------------------------------
Moody's Investors Service changed the rating outlook at ExGen Texas
Power, LLC (EGTP) to negative from stable reflecting lower
wholesale merchant cash flows owing to sustained weak power prices
in ERCOT. Concurrent with this outlook change, Moody's affirmed the
ratings on EGTP's B1 senior secured term loan B due September 2021
and the Ba3 rating on EGTP's $20 million super-senior revolving
credit facility due September 2019.

RATINGS RATIONALE

The outlook revision to negative reflects the substantially lower
(30%) expectation for EBITDA generation during 2015 than our base
case forecasts owing primarily to weaker wholesale merchant power
prices in ERCOT. As a result, EGTP has been cash flow negative
during 2015 leading to their need to draw down the entire $35
million liquidity reserve along with $15.5 million of its $20
million working capital facility (through June 2015). We
acknowledge a portion of this liquidity utilization was anticipated
owing to the timing of EGTP's cash flow and we understand that the
working capital facility has since been repaid. Moreover, we
anticipate that EGTP will replenish a portion of its existing
liquidity reserves following the conclusion of the third quarter in
2015, although the extent of such replenishment is not immediately
known and is highly dependent on the ERCOT wholesale power market,
which remains weak. As such, we do not believe that EGTP with have
meaningful levels of excess cash available for debt pay down
pursuant to the cash sweep mechanism in the financing structure
thereby increasing future refinancing risk.

The negative outlook also incorporates the abundance of available
power generation resources in the ERCOT market and our belief that
power prices will remain weak for the foreseeable future owing to
regional excess capacity. A rating downgrade is likely within the
next six months in the absence of a noticeable improvement in
EGTP's expected financial performance and the outlook for ERCOT's
wholesale power market. While the performance to date has
understandably raised refinancing risk for lenders, we recognize
that the term of the financing provides over five years of runway
before final term loan maturity. That said, greater pressure will
be placed on the project to outperform in later years to make up
for the current lack of meaningful excess cash flow, which in the
end may be problematic given the anticipated excess reserve margin
across ERCOT.

While the project has underperformed from an unhedged perspective,
the ratings acknowledge the degree of contracted cash flows through
December 2018 as approximately 1,820 MWs of capacity on average, or
52% of the nameplate capacity, is hedged pursuant to
financially-settled heat rate call options (HRCOs) and spark spread
forwards with Merrill Lynch Commodities, Inc. (MLCI) (guaranteed by
Bank of America: Baa1, stable). Under the HRCO hedges, EGTP
receives fixed up front premiums from MLCI and in exchange,
effectively pays MLCI the market price of power when the HRCOs are
exercised. In contrast, the spark spread forwards are effectively a
fixed for floating rate swap of forward spark spreads with EGTP
capturing a fixed spark spread today plus an adder (the premium)
with MLCI receiving actual market spark spreads. While it would
appear that the hedges have aided EGTP's 2015 financial
performance, the weak performance across the unhedged portfolio
more than offset the contribution from the hedged portfolio leading
to substantially weaker cash flow generation and materially lower
financial metrics.

Moody's observes that EGTP typically earns the bulk of its cash
flow in the third quarter of each year, experiences negative cash
flow in the fourth quarter, followed by flat to modestly positive
cash flow in each of the first and second quarters. Any excess cash
generated in the third quarter is held in an unrestricted account
until the start of the next summer peaking season, commencing July
1, when cash flows are the strongest. As such, the next cash sweep,
should it occur, is anticipated on or about June 30, 2016. Because
of this variability in annual cash flow, EGTP has access to
internal and external liquidity to satisfy these requirements,
which we view as positive to the credit profile.

Given the negative outlook, there is no prospect for upward rating
pressure at this time. The rating could be downgraded should
financial performance through the third quarter 2015 end up being
materially worse than anticipated or should the prospects for the
ERCOT market or EGTP's financial performance for 2016 weaken
further than incorporated in the current ratings. Additionally, the
rating could be downgraded if operating difficulties occur across
the generation fleet leading to incremental funding requirements
for EGTP which will hamper the project's liquidity profile and
increase the project's refinancing risk.

The rating outlook could stabilize if the project continues to
produce solid operating performance and the unhedged portfolio ends
up performing better than expected resulting in EGTP being able to
generate excess cash flow that lowers the current outstanding term
loan balance by at least 5%. Additionally, the rating could
stabilize should forward market prices strengthen causing EGTP to
enter into additional hedges beyond the current 2018 expiry dates.

EGTP owns a portfolio of five electric generating assets in Texas:
the 738 MW Wolf Hollow combined-cycle facility in Granbury; the 510
MW Colorado Bend combined cycle facility in Wharton; the 1,265 MW
Handley natural gas-fired steam boiler in Ft. Worth; the 808 MW
Mountain Creek natural gas-fired boiler in Dallas; and the 156 MW
simple cycle facility in La Porte. EGTP is 100% indirectly, wholly
owned by Exelon Generation Company, LLC (ExGen: Baa2 stable). ExGen
is a wholly-owned subsidiary of Exelon Corporation (Baa2 stable).



EZENIA! INC: Court Imposes $45K Monetary Sanction on Ex-CEO
-----------------------------------------------------------
Judge J. Michael Deasy of the United States Bankruptcy Court for
the District of New Hampshire (a) sustained Debtor Ezenia! Inc.'s
objection to Khoa D. Nguyen and his wife, Phuonglan T. Nguyan's
claims for severance benefits and federal income tax damages, (b)
liquidated Nguyen's allowed claim for deferred compensation in the
amount of $170,155; (c) granted the Debtor's Sanctions Motion and
awarded $45,000 as monetary sanction against Nguyen; and, (d)
denied the Nguyen Sanctions Motion and the Deposition Sanctions
Motion.

On January 30, 2012, the Nguyens each filed proofs of claim against
the Debtor.  On August 29, 2012, the Debtor objected to both claims
and Nguyen responded.  Because the resolution of the objection
appeared to involve complicated factual circumstances and various
employment contract claims, the Court ordered that the contested
matter be converted to an adversary proceeding.

Nguyen's claims and the Debtor's objection center around an
employment agreement between the Debtor and Nguyen, its former
Chief Executive Officer and Chairman of the Board of Directors.
Nguyen claims that he resigned on account of an adverse change in
his employment status, triggering contractual severance benefits.
The Debtor counters that no change in status occurred and it owes
Nguyen no severance.

Beginning in 1997, Khoa Nguyen joined the Debtor—then called
Video Server, Inc.—as Executive Vice President. Less than a year
later, Nguyen had ascended to the roles of President, Chief
Executive Officer, and Chairman of the Board. His duties and
responsibilities were first set down in an employment agreement in
1999. This agreement was amended in 2007 and remained in effect
until Nguyen's resignation in 2011.

The elements of Nguyen's claim are as follows:

     (1) Severance benefits under the Employment Agreement.

Nguyen's claim for severance benefits derives from the language of
the Employment Agreement that was in effect at the time of his
resignation. The Employment Agreement provides that if Nguyen
resigned on account of a "Change in Status" — as defined in the
Employment Agreement — he would receive two times his annual base
pay of $285,000 in monthly installments over two years and lifetime
medical and dental insurance coverage. The lifetime medical and
dental insurance provision also covers Mrs. Nguyen and provides the
sole basis for her claim.

     Nguyen has agreed that his claim for severance benefits is
limited by the provisions of the Bankruptcy Code to the severance
benefits he would have received within one year of the date of his
termination. Accordingly, he is claiming $285,000 of base pay and
$16,800 in damages for medical and dental insurance benefits. The
medical and dental insurance claim breaks down into $1,300 monthly
for medical insurance and $100 monthly for dental insurance for one
year. Nguyen has measured damages by the amount of the premium he
would have paid: $1,300 is the monthly premium he would have paid
for health insurance per month under the severance agreement; $100
is the monthly premium for dental insurance.

     (2) Deferred Compensation.

     Nguyen entered into the Deferred Compensation Plan (the
"Plan") with the Debtor years before the petition date. Under the
Plan, he agreed to defer the receipt of $180,000 worth of his
salary. The Debtor placed the deferred salary amount into a
so-called Rabbi Trust (the "Trust"). In turn, the Debtor directed
the Trust's assets to be placed into various investment vehicles.
Under the terms of the Plan, Nguyen elected to receive all of his
deferred compensation in a lump sum on the first day of the
calendar year following the date of his separation from Ezenia.
Accordingly, but for the bankruptcy filing, Nguyen would have been
entitled to receive his deferred compensation on January 1, 2012.
Post-petition, the Debtor revoked the Trust and placed the former
Trust-assets into its general operating account. n an order
granting in part Nguyen's motion for judgment on the pleadings, the
Court has ruled that Nguyen is entitled to deferred compensation.
In the order, the Court reserved the issue of the amount of
deferred compensation for determination at trial. At trial, Nguyen
amended the deferred compensation portion of his claim to $270,000
to reflect the hypothetical value the Trust would have had if the
Debtor had not liquidated it. The claim for $270,000 is as of
August 2014.

     (3) Federal Income Tax Damages.

     In his proof of claim, Nguyen asserts that he is entitled to
damages against the Debtor as a result of the Debtor withholding
improper amounts from his paychecks for tax years 2007 and 2008 and
improperly filling out Form W2 submitted to the Internal Revenue
Service for those same years. Nguyen is not seeking reimbursement
for the additional taxes he incurred, but only for the interest he
had to pay when he submitted corrected tax returns, in the amount
of $5,538.35, and accountant's fees of $2,000. Nguyen asserts his
claim for damages under the Internal Revenue Code and IRS
regulations.

Judge Deasy ruled on each claim as follows:

     (1) Severance Benefits under the Employment Contract: Nguyen
did not resign on account of a Change in Status and accordingly
that he is not entitled to receive severance. The entirety of
Nguyen's claim shall be disallowed based on his right to severance
under the Employment Agreement. Because the Court has determined
that Nguyen is not entitled to receive severance, Mrs. Nguyen's
claim must also be disallowed in its entirety as her claim is
wholly premised upon Nguyen's right to receive severance.

     (2) Deferred Compensation: The Court finds that Nguyen is
allowed a general, unsecured claim in the amount of $170,155.24 for
deferred compensation.

     (3) Tax Damages Claim: The Court finds that Nguyen has not met
his burden of proof on the tax damages element of his proof of
claim and shall disallow that portion of his claim in its
entirety.

In addition, Judge Deasy found that Nguyen had: (a) intentionally
destroyed relevant emails in anticipation of litigation; (b)
intentionally destroyed numerous documents, while on notice that
litigation was likely and that such documents were potentially
relevant to the litigation; (c) actively tried to hide information
from Ezenia by encouraging Janke to communicate outside of the
regular Ezenia email system.  Judge Deasy imposed a monetary
sanction against Nguyen in the amount of $45,000, which may be
collected by the Debtor as an offset against any claim paid to
Nguyen.

The adversary proceeding is Ezenia! Inc., Plaintiff, v. Khoa D.
Nguyen & Phuonglan T. Nguyen, Defendants, ADV. NO. 12-1102-JMD
(Bankr. D.N.H.).

The case is In re: Ezenia! Inc., Chapter 11, Debtor, BK. NO.
11-13664-JMD (Bankr. D.N.H.).

A full-text copy of Judge Deasy's Memorandum Opinion dated August
28, 2015 is available at http://is.gd/3xUeGcfrom Leagle.com.

Ezenia! Inc. is represented by:

          Curt Roy Hineline, Esq.
          BRACEWELL & GUILIANI LLP
          701 5th Avenue
          Suite 6200
          Seattle, WA 98104-7018
          Telephone: (206)204-6200
          Facsimile: (206)204-6262
          Email: curt.hineline@bgllp.com

             -- and --

          Daniel W. Sklar, Esq.
          NIXON PEABODY LLP
          900 Elm Street
          Manchester, NH 03101-2031
          Telephone: (603)628-4000
          Facsimile: (603)628-4040
          Email: dsklar@nixonpeabody.com

Khoa D. Ngyuyen & Phuonglan T. Nguyen are represented by:

          Charles R. Powell, III, Esq.
          DEVINE, MILLIMET & BRANCH, PA
          111 Amherst Street
          Manchester, NH 03101
          Telephone: (603)669-1000
          Facsimile: (603)669-8547
          Email: cpowell@devinemillimet.com

                    About Ezenia! Inc.

Ezenia! Inc., filed for Chapter 11 protection (Bankr. D. N.H. Case
No. 11-13664) on Sept. 30, 2011.  Judge J. Michael Deasy presides
over the case.  Daniel W. Sklar, Esq., at Nixon Peabody LLP,
represents the Debtor.

In updated court filings, the Company disclosed $2.5 million in
assets and $1.3 million in debt.  Its largest asset -- worth $2.4
million -- is a prepaid licensing contract with Microsoft Corp.

Ezenia! Inc., has moved its corporate headquarters to Gig Harbor,
Wash., while its finance office is in Salem, N.H.  It was
originally based in Nashua, N.H.  The company previously disclosed
it was considering moving to Seattle, Wash., to be near Microsoft.


FILMED ENTERTAINMENT: Can Use Cash Collateral Until Nov. 27
-----------------------------------------------------------
Judge Shelley C. Chapman of the United States Bankruptcy Court for
the Southern District of New York gave Filmed Entertainment Inc.,
interim authority to use cash collateral through and including
November 27, 2015.

Universal Studios Home Entertainment LLC opposed the interim
request to the extent that the Debtor seeks to grant lien rights to
the Secured Party over any of the Video Devices, which are not
property of the Debtor's estate pursuant to to the USHE Agreement
dated as of December 16, 2004 by and between USHE and Debtor.  USHE
asserts that it terminated the USHE Agreement and the Debtor's
interests in the Video Devices under the USHE Agreement on June 8,
2015 -- more than one month prior to the Debtor's bankruptcy filing
-- and therefore the Video Devices are not property of the Debtor's
bankruptcy estate and not subject to the Secured Party's security
interests.

The Official Committee of Unsecured Creditors reserved its rights
to review any subsequent budget filed by the Debtor in support of
the Cash Collateral Motion.  The Committee explains that it has has
several concerns with, and objections to, the Motions.  These
concerns and objections have been resolved through discussions
between the Debtor's and Committee's professionals.

The Official Committee of Unsecured Creditors is represented  by:

          S. Jason Teele, Esq.
          Jeffrey J. Wild, Esq.
          1251 Avenue of the Americas
          New York, New York 10020
          Tel: (212) 262-6700
          Fax: (212) 262-7402
          Email:  steele@lowenstein.com
                  jwild@lowenstein.com

Universal Studios Home Entertainment LLC irs represented by:

          Christopher A. Lynch, Esq.
          599 Lexington Avenue
          New York, NY 10022
          Tel: (212) 521-5400
          Fax: (212) 521-5450
          E-mail: clynch@reedsmith.com

             -- and --

          Marsha A. Houston, P.C., Esq.
          Christopher O. Rivas, P.C., Esq.
          REED SMITH LLP   
          355 S. Grand Ave., Suite 2900
          Los Angeles, CA 90071
          Tel: (213) 457-8000
          Fax: (213) 457-8080
          Email: mhouston@reedsmith.com
                 crivas@reedsmith.com

                   About Filmed Entertainment

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

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

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

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

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


FLINTKOTE COMPANY: Wins Confirmation of Modified Plan
-----------------------------------------------------
The Flintkote Company and Flintkote Mines Limited have won approval
from the bankruptcy court and the district court of their modified
Chapter 11 plan that incorporates a comprehensive settlement with
its parent, Imperial Tobacco Canada Limited, f/k/a Imasco Limited
(Canada).

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware in August entered findings of fact, conclusions of law,
and an order confirming the Debtors' Amended Joint Plan of
Reorganization, as modified on Feb. 9, 2015.  A copy of the order
is available for free at:

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

U.S. District Judge Leonard P. Stark immediately entered an order
affirming and adopting the Bankruptcy Court's order, including
without limitation the issuance of the third party injunction
pursuant to Section 524(g) of the U.S. Bankruptcy Code.

The Debtors previously won approval from the Bankruptcy Court of a
prior iteration of the plan in December 2012, and confirmation of
that plan was affirmed by the District Court in July 2014.  At the
time of confirmation, Imperial, Flintkote's former indirect parent
company, was the only objector to confirmation of the Prior Plan
and subsequently appealed both the Bankruptcy Court's order
confirming the Prior Plan and the District Court Affirmation Order.
Imperial's appeal of the District Court Affirmation Order is
currently pending before the United States Court of Appeals for the
Third Circuit.

The Plan Proponents and Imperial, on Dec. 17, 2014, entered into
the Settlement Agreement, which resolves all outstanding disputes
and claims between the Debtors and their Estates and Imperial,
including the Dividend Recovery Litigation.

Accordingly, in February 2015, the Debtors filed an Amended Plan
and sought approval to resolicit the votes of holders of claims in
the eligible classes with regard to the Plan in light of the
Settlement Agreement.

Under the Settlement Agreement, Imperial has agreed to pay the Cash
sum of $575 million to the Debtors and their Estates.  On December
19, 2014, Imperial caused the Settlement Funds to be transferred by
wire transfer to Citibank N.A., as Escrow Agent.  The Settlement
Funds, along with any interest accrued thereon, net of fees, will
be released to Reorganized Flintkote and the Trust only upon
confirmation of the Plan and satisfaction of all conditions in the
Settlement Agreement.

In exchange for payment of the Settlement Funds, Imperial requires
confirmation of the Plan, and entry of a confirmation order (as
affirmed by the District Court) that provides Imperial and certain
related parties with the protection of the Third Party Injunction
pursuant to Section 524(g) of the Bankruptcy Code, certain estate
releases, and the Supplemental Settlement Bar Order.

A copy of the Plan Supplement filed by the Debtors on July 27,
2015, is available at:

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

                            *    *    *

The Debtors say that the deadline for objecting to confirmation of
the Plan was July 8, 2015, and no substantive objections to
confirmation were filed.  One pleading was filed pro se by a
prisoner, Curtis Downtown, during the solicitation process, which
could be interpreted as an objection to the Plan.

The Debtors explain that although confirmation of the Plan will
result in Mr. Downton and all other holders of Asbestos Personal
Injury Claims being enjoined from pursuing Reorganized Flintkote
and certain Protected Parties named in the Plan's injunctive
provisions, Mr. Downton will remain able to pursue any Asbestos
Personal Injury Claim he might have through the Trust mechanism
provided under the Plan.

After the Trust is created and funded on the Plan's effective Date
(as such term is defined in the Plan), each alleged holder of an
Asbestos Personal Injury Claim (including Mr. Downton) will have
the opportunity to submit a claim to the Trust for review and
valuation in accordance with the Trust Distribution Procedures.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip
E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

James J. McMonagle, is the legal representative for future
claimants.  The FCR has retained Dr. Timothy Wyant as claims
evaluation consultant.  The FCR is represented by James L.
Patton, Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway
Stargatt & Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys,
Sater, Seymour & Pease LLP.

When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy
Judge Judith Fitzgerald.



FRONTIER COMMUNICATIONS: Fitch Rates $6.6BB Sr. Unsec. Notes 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Frontier Communications
Corporation's (NYSE:FTR) $6.6 billion offering of senior unsecured
notes.  The notes consist of three tranches: $1 billion of 8.875%
senior unsecured notes due 2020, $2 billion of 10.5% senior
unsecured notes due 2022 and $3.6 billion of 11% senior unsecured
notes due 2025.  The issue ratings of the $6.6 billion offering are
also on Rating Watch Negative.  Frontier's Issuer Default Rating
(IDR) is 'BB' and is on Rating Watch Negative.

The Negative Watch arises from Frontier's plans to acquire certain
wireline operations in California, Texas and Florida from Verizon
Communications Inc. for approximately $10.54 billion, including
$600 million of assumed debt.  The transaction is expected to close
at the end of March 2016, after all necessary regulatory approvals
are obtained.

The current $6.6 billion offering provides the remaining financing
needed to close the transaction, after taking into account previous
debt and equity financing.  Prior debt financing consists of a
previous agreement for a $1.5 billion secured delayed draw term
loan.  The proceeds from an equity offering were raised in June and
consist of a total of $2.75 billion of common stock and mandatory
convertible preferred stock.

Upon the draw of the senior secured term loan, the company's
existing $750 million unsecured revolving credit facility and
unsecured term loans will become equally and ratably secured with
the delayed draw term loan.  Combined with other secured debt, the
pledges will introduce approximately $2.3 billion of secured debt
into the capital structure, excluding potential drawings on the
currently undrawn revolving credit facility.

In reviewing the transaction, Fitch will focus on the financing of
the transaction, a review of potential synergies, and the outcome
of the regulatory review process, among other factors.

Fitch anticipates resolving the Negative Watch around the time of
the anticipated closing of the Verizon transaction in early 2016.

KEY RATING DRIVERS

Leverage Increase: At June 30, 2015, Frontier's gross leverage was
4.3x (versus 3.7x on June 30, 2014).  The June 30, 2015, metric is
elevated as it includes debt issued to fund the October 2014 close
of the AT&T line acquisition for approximately $2 billion, but only
the portion of EBITDA since the close of the transaction.

Acquisitions Improve Scale: Fitch believes the acquisition of the
Connecticut operations and the proposed acquisition of the Verizon
properties will increase the scale of Frontier, and lead to
improved free cash flow (FCF, defined as net cash provided by
operating activities less capital spending and dividends) over
time.  In Fitch's view, the two acquisitions will not require
material additional capital spending given past network upgrades by
AT&T and Verizon.

Revenue Pressures Moderating: In the second quarter of 2015,
Frontier reported sequential growth in business and residential
customer revenue and the stabilization of results in Connecticut,
as the company is managing through competitive headwinds.  The
company continues to face effects on revenues of wireless backhaul
migration, the effect of reforms to intercarrier compensation and
secular voice revenue declines.  A key issue for Frontier over time
will be retaining and attracting customers.

KEY ASSUMPTIONS

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

   -- In 2015, Frontier's revenues are expected to decline in the
      low single digits pro forma for the October 2014 AT&T
      transaction;

   -- 2015 EBITDA margins are in the low to mid 40 percent range;

   -- Capex is expected to be in the range of $700 million to
      $750 million in 2015.

RATING SENSITIVITIES

The rating could be affirmed at the current level if in Fitch's
view Frontier will be able to sustain post-transaction net leverage
below 4x.

The rating could be downgraded if net leverage is expected to be
above 4x due to a number of factors, including lower synergy
realization or assumptions, and competitive pressures on EBITDA.

LIQUIDITY

Manageable Maturities: Excluding the Verizon transaction financing,
Frontier is not expected to need to access the capital markets to
refinance maturing debt through at least 2016. Existing principal
repayments of approximately $432 million over 2015 and 2016 can be
managed with cash expected to be on the balance sheet plus FCF.

Liquidity Solid: Supporting the rating is Frontier's ample
liquidity, which is derived from its cash balances and its $750
million revolving credit facility.  At June 30, 2015, Frontier had
$1.246 billion in balance sheet cash, excluding $1.84 billion of
restricted cash which will be released upon the closing of the
Verizon transaction to fund a portion of the purchase price.

Credit Facility and Debt Maturities: The $750 million senior
unsecured revolving credit facility is in place until May 2018. The
facility is available for general corporate purposes but may not be
used to fund dividend payments.  The revolving credit facility will
become secured when the company draws on its
$1.5 billion delayed draw secured term loan facility upon the
funding of the Verizon transaction.  The main financial covenant in
the revolving credit facility requires the maintenance of a net
debt-to-EBITDA level of 4.5x or less during the entire period.  Net
debt is defined as total debt less cash exceeding $50 million.



GENERAL CABLE: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed General Cable Corporation's
Corporate Family Rating at B2, the Probability of Default Rating at
B2-PD, the senior unsecured notes at B3, and subordinated
convertible notes at Caa1. The Speculative Grade Liquidity ("SGL")
assessment was revised to SGL-3 from SGL-4. The rating outlook was
revised to stable from negative.

The following ratings actions were taken:

Corporate Family Rating, affirmed at B2;

Probability of Default Rating, affirmed at B2-PD;

Senior Unsecured Notes due 2022, affirmed at B3, to (LGD-4) from
(LGD-5);

Subordinated Convertible Notes due 2029, affirmed at Caa1 (LGD-6);

The Speculative Grade Liquidity assessment, revised to SGL-3 from
SGL-4.

The rating outlook is stable.

RATINGS RATIONALE

The revision of the rating outlook to stable from negative
represents the improvement in General Cable's credit metrics over
the past year in large part due to benefits realized from its 2014
asset optimization, restructuring and divestiture initiatives.
Credit metrics also improved from a decline in adjusted debt due to
changes in Moody's approach for capitalizing operating leases. For
the trailing twelve months ending July 3, 2015, adjusted
debt-to-EBITDA declined to 4.2x from 4.8x from year-end 2013.
Adjusted EBITA margin and adjusted EBITA to interest expense
increased to 5.0% and 2.1x from 3.7% and 1.7x, respectively, for
the same period.

General Cable's B2 Corporate Family Rating reflects the company's
geographically diverse footprint, broad wire and cable product
offerings, improved credit metrics, and moderate end market
diversification. These strengths are offset by the company's low
margins in a highly competitive industry, its exposure to volatile
raw materials pricing and the cyclical nature of its business, and
on-going litigation and regulatory issues concerning legacy
corporate governance practices. In addition to benefits from the
2014 initiatives and capitalized lease adjustments, total debt has
declined from the payoff of its $125 million senior floating rate
notes and more effective management of working capital. While key
credit metrics are more favorable than the B2 CFR would suggest,
the company's tangible net worth has declined materially since
year-end 2013 from a combination of underperforming operations,
highly valued acquisitions, and Venezuelan currency devalution.
Moreover, the company is developing a new business strategy under
the leadership of its new CEO and during this time there is
uncertainty as to the ultimate business profile and capital
structure of the company. Moody's indicated it would re-evaluate
General Cable's CFR once the new business profile and capital
strategy is outlined publically, while also at that time weighing
end market fundamentals and status of its legacy litigation and
regulatory matters.

General Cable's SGL-3 speculative-grade liquidity assessment
reflects our view that the company will have adequate liquidity
over the next 12 to 18 months. General Cable has a $1.0 billion
Revolving Credit Facility that matures in 2018. The facility is
governed by a borrowing base calculation based on certain assets in
North America and Europe and availability is also subject to the
seasonality in the company's businesses. As of July 3, 2015, the
company had approximately $102.3 million of cash on hand, of which
approximately 37% was held in North America and Europe,
approximately 23% was held in Africa and Asia Pacific, and the
balance was held in Latin America. General Cable usually has
negative free cash flow in the first half of each fiscal year due
to working capital increases, as many of its products are linked to
construction spending. Working capital spending is highly dependent
upon commodity prices, which can lead to significant variability in
free cash flow generation. The company's Revolving Credit Facility
is governed by a springing fixed charge coverage ratio of 1.0 times
that comes into effect if the revolver's excess availability is
less than $100 million or 10% of the commitment. We do not expect
the company to be subject to its springing financial covenant over
the next 12 to 18 months.

Moody's indicated the ratings could be upgraded if benefits from
the 2014 initiatives continue to be realized and if, after
evaluating General Cable's new strategic plan, its future capital
structure and business profile (including its cost structure and
competitive position) would support a higher rating. Margin
expansion would evidence a strengthening business profile.

The ratings could be downgraded if General Cable operating
performance weakens, specifically if EBITA-to-interest expense
below 2.0x and/or debt-to-EBITDA is sustained above 5.5x (all
ratios incorporate Moody's standard adjustments). Debt-financed
acquisitions or significant shareholder-friendly activities, such
as debt-financed dividends or large share repurchases, could also
result in rating downgrades.

General Cable Corporation, headquartered in Highland Heights, KY,
is a global manufacturer of copper, aluminum and fiber optic wire
and cable products for the use in energy, industrial, construction,
specialty and communications end markets. Product categories
include electrical utility, electrical infrastructure,
communications, construction, and rod mill. The company also
engages in the design, integration and installation on a turn-key
basis for products such as high and extra-high voltage terrestrial
and submarine systems. Revenues for the LTM period ended July 3,
2015 totaled approximately $5.5 billion.



GENERAL STEEL: Signs Exchange Pact to Acquire Catalon Chemical
--------------------------------------------------------------
General Steel Holdings, Inc., has signed an all-equity Share
Exchange Agreement for the acquisition of 84.5% equity interest in
Catalon Chemical Corp., a Delaware corporation headquartered in
Virginia that develops and manufactures De-NOx honeycomb catalysts
and industrial ceramics.

Catalon's honeycomb technology is an integral part of the selective
catalytic reduction process widely used in steel mills, thermal
power stations, waste incinerators, stationary diesel motors,
industrial plants, and heavy-duty trucks.  Catalon designed the
chemical recipe of the SCR catalytic converter, the manufacturing
process, engineering and construction methodology to produce the
SCR honeycomb catalyst.  With the addition of ammonia upstream, the
catalyst breaks down the NOx in the glue gas into nitrogen and
water vapor.  The honeycomb technology is designed for use in low
temperature and mid temperature applications. Catalon, along with
its honeycomb technology, was valued at approximately $20 million
by an independent third party.

Under the terms of the Agreement, existing Catalon shareholders
will receive a total equivalent value of approximately $16.9
million or up to a maximum of 13 million shares of General Steel
Common Stock.  Based on General Steel's closing stock price of
$0.63 on Sept. 15, 2015, the equivalent value of $1.30 per share
represents a 97.0% premium to the Company's 20-day volume weighted
average price of $0.66 per share, and a 106.3% premium to its most
recent closing stock price.

The 13 million Payment Shares will be held in escrow, subject to
delivery of minimum sales and net profit targets by Catalon of
$46.6 million and $8.4 million, respectively, for calendar year
2016, and $116.1 million and $20.9 million, respectively, for
calendar year 2017.  In the event the minimum sales and net profit
targets are not achieved in a given year, the quantity of Payment
Shares delivered to the Catalon shareholders will be reduced
proportionately, such that the Catalon shareholder shall receive
only the percentage of the Payment Shares equal to the percentage
of actual sales and actual net profit achieved in relation to the
sales and net profit targets, respectively.  Of the 13 million
Payment Shares, subject to the reductions described above, up to
4,333,333 shares are designated to be released following 2016 and
up to 8,666,667 shares are designated to be released following
2017.  The Payment Shares are also subject to a lock-up period,
expiring in April 2018, which prohibits the Catalon shareholders
from directly or indirectly transferring, offering, granting an
option or right in respect of, the disposal, or engaging in any
short selling of any consideration share issued to the Catalon
shareholders by the Company in connection with the acquisition. The
Agreement, which was approved by the General Steel's Board of
Directors, is subject to customary closing conditions and
regulatory approvals and is expected to close on or about
Sept. 30, 2015.  Upon completion of the Agreement, Catalon's
financials will be consolidated into General Steel's.

Ms. Yunshan Li, chief executive officer of General Steel commented,
"We are very excited about the myriad of new business opportunities
and synergies brought forth through this acquisition.  With a
talented team of executives, prominent shareholders, and proven
technology and expertise, Catalon has been an innovative leader in
R&D and commercialization of De-NOx honeycomb catalysts in the US,
and we believe Catalon's comprehensive suite of products and
services is an ideal fit for General Steel and a great leap forward
for our business transformation.  Catalon's honeycomb catalytic
technology effectively reduces NOx emissions, which is a sorely
needed solution to China's currently huge industrial pollution
problems.  And with General Steel's vast resources, strong market
presence and broad distribution platform, we fully expects being
able to capture a meaningful share of the large and rapidly-growing
cleantech business in China.  We believe that the annual honeycomb
catalyst consumption in China is approximately 350,000 cubic
meters.  Catalon has binding sales agreements with two distributors
in China with each purchasing a monthly minimum of 600 cubic meters
for three years.

"We are equally thrilled that the acquisition will bring the
addition of Catalon's talented team to our leadership.  Mr. Steven
Chu, Catalon's CEO and CTO, will greatly strengthen our team with
more than 20 years experience in engineering and environmental
protection.  He previously held leadership positions at China's
Ministry of Housing and Urban-Rural Development Ministry of Science
and Technology, and Ministry of Environmental Protection, and we
were captivated with his deep knowledge and insights of the
inner-workings of China's environmental protection industry and
related market trends.  In addition, we are privileged to have Mr.
Qilin Li of Lindenburg Ventures, one of Catalon's major
shareholders, providing strategic guidance to our team.  Mr. Li, a
prominent member of one of China's most successful consumer brands,
has been a board director of Lead Ahead and non-executive director
of Viva Group (8032.HK).  He has a wealth of experience in
financial services having worked at JP Morgan Hong Kong and
Persistent Asset Management Limited.  Our Board and management team
believe this transaction is in the best interests of the Company
and its shareholders, and we look forward to welcoming the talented
Catalon team."

Mr. Steven Chu, CEO and CTO of Catalon added, "After an extensive
review of strategic alternatives and careful considerations, we
concluded that General Steel is the ideal partner for Catalon to
commercialize our honeycomb catalytic technology in China.  We were
impressed by General Steel's technical leadership in steel
manufacturing and its unique market position and access in
China’s burgeoning industrial heartland.  We look forward to
working closely with General Steel to achieve a seamless
post-closing integration and creating long-term value for all of
our stakeholders."

A copy of the Share Exchange Agreement is available for free at:

                        http://is.gd/P5oEwu

                    About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.

General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.

As of March 31, 2015, the Company had $2.5 billion in total assets,
$3.14 billion in total liabilities and a $637 million total
deficiency.

Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


GENIUS BRANDS: Stockholders OK Reverse Common Stock Split
---------------------------------------------------------
Stockholders of Genius Brands International, Inc., approved an
amendment to the Company's Articles of Incorporation, as amended,
to effect a reverse split of its issued and outstanding common
stock, par value $0.001 per share, by a ratio of not less than
one-for-two and not more than one-for-five at any time prior to
Aug. 31, 2016, with the exact ratio to be set at a whole number
within this range as determined by the Company's board of directors
in its sole discretion.

The Company's 2015 Incentive Plan and the reservation of 450,000
shares of Common Stock for issuance thereunder were also approved.

                       About Genius Brands

Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $3.72 million in 2014, a net
loss of $7.21 million in 2013, a net loss of $2.06 million in
2012 and a net loss of $1.37 million in 2011.

As of June 30, 2015, the Company had $16.44 million in total
assets, $4.33 million in total liabilities and $12.11 million in
total equity.


GOLDEN COUNTY: Riiser Energy Sells $7,000 Claim to Argo Partners
----------------------------------------------------------------
In the Chapter 11 cases of Golden County, et al., one claim
switched hands in September 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
    Riiser Energy              Argo Partners          $7,470.50

                  About Golden County Foods

Golden County and its affiliates GCF Franchisee, Inc., and
GCF Holdings II, Inc., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on
May 15, 2015.

Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at
Richards, Layton & Finger, P.A., represent the Debtor in their
restructuring effort.  The Debtors also hired Neligan Foley LLP
as local counsel.

The Debtors estimated assets and debts at $10 million to
$50 million.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.

The Committee selected Lowenstein Sandler LLP and Gellert Scali
Busenkell & Brown, LLC, to serve as its co-counsel, and GlassRatner
Advisory & Capital Group to serve as its financial advisor.


HCSB FINANCIAL: Court Preliminarily OKs Class Action Settlement
---------------------------------------------------------------
HCSB Financial Corporation, Horry County State Bank, James R.
Clarkson, Glenn Raymond Bullard, Ron Lee Paige, Sr., and Edward
Lewis Loehr, Jr., the president and chief executive officer, senior
executive vice president, executive vice president, and chief
financial officer of the Company and the Bank, respectively,
entered into a Class Action Settlement Agreement in potential
settlement of the previously disclosed putative class action
lawsuit pending in the Court of Common Pleas for the Fifteenth
Judicial District, State of South Carolina, County of Horry (Case
No. 2014-CP-26-00204).

As previously disclosed by the Company, Jan W. Snyder, Acey H.
Livingston, and Mark Josephs, on behalf of themselves and as
representatives of a class of similarly situated purchasers of the
Company's subordinated debt notes, filed an action seeking an
unspecified amount of damages resulting from alleged wrongful
conduct associated with purchases of the Company's subordinated
debt notes, including fraud, violation of state securities
statutes, and negligence.

On Sept. 16, 2015, the Court signed its Preliminary Order of
Approval with respect to the proposed settlement.  In its
Preliminary Approval Order, the Court preliminarily approved the
Settlement Agreement, the form of notice, and the plan for giving
persons within the class notice of the settlement and an
opportunity to opt out of or object to the settlement.  A final
hearing is scheduled for Nov. 23, 2015, at which the Court will be
asked to finally approve the settlement of the class action lawsuit
and to enter judgment accordingly.

Under the terms of the Settlement Agreement, the Company will
establish a settlement fund of approximately $2.4 million, which
represents 20% of the principal of subordinated debt notes issued
by the Company.  Owners of subordinated debt notes will be entitled
to receive 20% of their notes, which will be paid from the
settlement fund.  In order to participate in the settlement, class
members must grant the Defendants a full and complete release of
all claims that were asserted or could have been asserted in the
lawsuit.  The Company will separately pay the approved attorneys'
fees, costs, and expenses of class counsel up to an aggregate of
$250,000.  The settlement is expressly contingent on the following
events occurring before the final hearing by the Court:

   (1) the signing of an agreement between the Company and holders
       of certain trust preferred securities issued by the Company
       for the repurchase of such securities by the Company for an
       amount not to exceed 10% of the outstanding principal
       balance owed thereon, or $618,600, plus reimbursement of
       attorneys' fees and other expenses incurred by the holders
       of the trust preferred securities not to exceed $25,000;

   (2) the signing of an agreement between the Company and the
       Department of Treasury for the repurchase of the shares of
       Series T preferred stock issued by the Company in
       conjunction with the TARP Capital Purchase Program in an
       amount not to exceed 1% of the aggregate initial
       liquidation preference of the Series T preferred stock, or
       $128,950, plus reimbursement of attorneys' fees and other
       expenses incurred by Treasury not to exceed $25,000; and

   (3) the receipt of signed agreements for an investment in the
       Company of no less than $30 million through a sale of
       Company stock to investors or the execution of a merger
       agreement with another financial institution.  

In addition, the Company and the Bank must receive the necessary
regulatory approvals or non-objections for each of above
transactions before any payments can be made from the settlement
fund, although those approvals do not have to occur before the
final hearing by the Court.

The Settlement Agreement does not constitute a concession or
admission of wrongdoing or liability by the Defendants.  The
Defendants have entered into the Settlement Agreement solely to
avoid future inconvenience and protracted, costly litigation and to
help facilitate a proposed recapitalization of the Bank.

A copy of the Settlement Agreement is available for free at:

                        http://is.gd/wGrWC1

                       About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB Financial reported a net loss available to common shareholders
of $1.4 million on $16.09 million of total interest income for the
year ended Dec. 31, 2014, compared to net income available to
common shareholders of $911,000 on $17.07 million of total interest
income for the year ended Dec. 31, 2013.

Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation that requires, among other
provisions, capital ratios to be maintained at certain levels.  As
of Dec. 31, 2014, the Company's subsidiary is considered
significantly undercapitalized based on its regulatory capital
levels.  These considerations raise substantial doubt about the
Company's ability to continue as a going concern.  The Company also
has deferred interest payments on its junior subordinated
debentures for 16 consecutive quarters as of Dec. 31, 2014.  Under
the terms of the debentures, the Company may defer payments for up
to 20 consecutive quarters without creating a default.  Payment for
the 20th quarter interest deferral period will be due in March
2016.  If the Company fails to pay the deferred and compounded
interest at the end of the deferral period, the trustees of the
corresponding trusts, would have the right, after any applicable
grace period, to exercise various remedies, including demanding
immediate payment in full of the entire outstanding principal
amount of the debentures.  The balance of the debentures and
accrued interest as of December 31, 2014 were $6.19 million and
$714,000, respectively.  These events also raise substantial doubt
about the Company's ability to continue as a going concern as of
Dec. 31, 2014.

As of June 30, 2015, the Company had $413.8 million in total
assets, $425.9 million in total liabilities and a $12.1 million
total shareholders' deficit.

                         Bankruptcy Warning

"The Company has been deferring interest payments on its trust
preferred securities since March 2011 and has deferred interest
payments for 18 consecutive quarters.  The Company is allowed to
defer payments for up to 20 consecutive quarterly periods, although
interest will also accrue and compound quarterly from the date such
deferred interest would have been payable were it not for the
extension period.  All of the deferred interest, including interest
accrued on such deferred interest, is due and payable at the end of
the applicable deferral period, which is in March 2016. At June 30,
2015, total accrued interest equaled $805 thousand.  If we are not
able to raise a sufficient amount of additional capital, the
Company will not be able to pay this interest when it becomes due
and the Bank may be unable to remain in compliance with the Consent
Order.  In addition, the Company must first make interest payments
under the subordinated notes, which are senior to the trust
preferred securities.  Even if the Company succeeds in raising
capital, it will have to be released from the Written Agreement or
obtain approval from the Federal Reserve Bank of Richmond to pay
interest on the trust preferred securities.  If this interest is
not paid by March 2016, the Company will be in default under the
terms of the indenture related to the trust preferred securities.
If the Company fails to pay the deferred and compounded interest at
the end of the deferral period the trustee or the holders of 25% of
the aggregate trust preferred securities outstanding, by providing
written notice to the Company, may declare the entire principal and
unpaid interest amounts of the trust preferred securities
immediately due and payable.  The aggregate principal amount of
these trust preferred securities is $6.0 million.  The trust
preferred securities are junior to the subordinated notes, so even
if a default is declared the trust preferred securities cannot be
repaid prior to repayment of the subordinated notes.  However, if
the trustee or the holders of the trust preferred securities
declares a default under the trust preferred securities, the
Company could be forced into involuntary bankruptcy," the Company
said in its quarterly report for the period ended June 30, 2015.


HEALTH DIAGNOSTIC: Court Approves A&M's Martin McGahan as CRO
-------------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Health Diagnostic
Laboratory, Inc., et al., to (i) employ Alvarez & Marsal Healthcare
Industry Group, LLC, to provide a chief restructuring officer and
certain additional personnel; and (b) designate Martin Mcgahan as
chief restructuring officer effective as of the Petition Date.

Judge Huennekens also overruled objections to the motion, including
the limited objection of Branch Banking and Trust Company and BB&T
Equipment Finance Corporation.  BB&T objected to the motion to the
extent the Debtors intend, seek or reserve the right to use BB&T's
cash collateral to fund the professional fees that will be incurred
as a result of the motion.

Among other things, the engagement personnel will support the
Debtors with respect to:

   (a) perform a financial review of the Debtors, including but not
limited to a review and assessment of financial information that
has been, and that will be, provided by the Debtors to their
creditors, including without limitation its short and longterm
projected cash flows and operating performance;

   (b) assist the Debtors in their reorganization efforts; and

   (c) assist other professionals engaged by the Debtors in
developing for the board's review possible restructuring plans or
strategic alternatives for maximizing the enterprise value of the
Debtors' various business lines.

In connection with entry into the engagement agreement, A&M
transferred $450,000 received under the prior agreement to hold as
a retainer under the engagement agreement.

In addition to the retainer, A&M and the Debtors have agreed that
the Debtors will pay A&M a flat monthly rate of $105,000 in return
for the services rendered to the Debtors by the CRO.  A&M will
receive fees for the services of the additional personnel at their
customary hourly billing rates which fall within these ranges:

         Personnel                            Hourly Rate
         ---------                            -----------
         Managing Directors                   $675 - $875
         Directors/Sr. Directors              $475 - $675
         Associates/Sr. Associates            $375 - $475
         Analysts/Staff                       $275 - $375

The Debtors also have agreed that A&M will be reimbursed for its
reasonable out-of-pocket expenses incurred in connection with the
engagement agreement.

To the best of the Debtors' knowledge, A&M does not have any
interest materially adverse to the interests of the Debtors'
estates.

                      About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015.  The petitions were signed by
Martin McGahan, chief restructuring officer.  The Company disclosed
$96,130,468 in assets and $108,328,110 in liabiities as of the
Chapter 11 filing.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  Alvarez & Marsal is the
Debtors' financial advisor.  Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.

Ettin Group, LLC will market and sell the miscellaneous equipment
and other assets.  MTS Health Partners, L.P. serves as investment
banker.

The Official Committee of Unsecured Creditors retained Cooley LLP
as its counsel, Protiviti Inc. as its financial advisor.


HEALTH DIAGNOSTIC: Hunton & Williams Approved as Bankr. Counsel
---------------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Health Diagnostic
Laboratory, Inc., et al. to employ Hunton & Williams LLP as counsel
nunc pro tunc to the Petition Date.

Hunton & Williams will perform any legal services that will be
necessary or appropriate during the bankruptcy cases.

Tyler P. Brown, a partner with Hunton & Williams, tells the Court
that in connection with its retention by the Debtors, between March
2, 2015, and June 4, 2015, the firm received advance payment
retainers from HDL in the total amount of $415,698.  Between March
12, 2015, and the Petition Date, Hunton & Williams paid its fees
and expenses out of the retainer in the total amount of $307,220.
As of the Petition Date, funds totaling $108,477 remained in the
advance payment retainer paid held by Hunton & Williams.

The hourly rates for the attorneys and paralegal whom are expected
to have primary responsibility for the representation of the
Debtors are:

         Attorneys                               Hourly Rates
         ---------                               ------------
         Tyler P. Brown, partner                     $730
         Jason W. Harbour, partner                   $605
         Henry P. (Toby) Long, III, associate        $505
         Justin F. Paget, associate                  $495
         Shannon E. Daily, associate                 $440
         Tina L. Canada, paralegal                   $225

To the best of the Debtors' knowledge, and Hunton & Williams is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         Tyler P. Brown, Esq.
         Jason W. Harbour, Esq.
         Henry P. (Toby) Long, III, Esq.
         Justin F. Paget, Esq.
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8200
         Fax: (804) 788-8218

                      About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015.  The petitions were signed by
Martin McGahan, chief restructuring officer.  The Company disclosed
$96,130,468 in assets and $108,328,110 in liabiities as of the
Chapter 11 filing.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  Alvarez & Marsal is the
Debtors' financial advisor.  Robert S. Westermann, Esq., at
Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel.
American Legal Claims Services, LLC, is the Debtors' claims,
noticing and balloting agent.

Ettin Group, LLC will market and sell the miscellaneous equipment
and other assets.  MTS Health Partners, L.P. serves as investment
banker.

The Official Committee of Unsecured Creditors retained Cooley LLP
as its counsel, Protiviti Inc. as its financial advisor.


HEALTHWAREHOUSE.COM INC: Working with Melrose to Cure Default
-------------------------------------------------------------
Healthwarehouse.com is a party to a Loan and Security Agreement,
dated as of March 28, 2013, as amended, with Melrose Capital
Advisors, LLC.  Under the terms of the Loan Agreement, the Company
borrowed an aggregate of $750,000 from the Lender.  The Loan is
evidenced by a promissory note in the face amount of $750,000, as
amended.  The principal amount and all unpaid accrued interest on
the Senior Note is payable on Nov. 1, 2015, or earlier in the event
of default or a sale or liquidation of the Company.

The Company granted the Lender a first priority security interest
in all of the Company's assets, in order to secure the Company's
obligation to repay the Loan, including a Deposit Account Control
Agreement, dated as of Aug. 18, 2014, which grants the Lender a
security interest in certain bank accounts of the Company.  Upon
the occurrence of an event of default, the Lender has the right to
impose interest at a rate equal to five percent per annum above the
otherwise applicable interest rate.  The repayment of the Loan may
be accelerated prior to the maturity date upon certain specified
events of default, including failure to pay, bankruptcy, breach of
covenant, and breach of representations and warranties.

On Aug. 27, 2015, Northlich, a vendor of the Company, was granted
an order of garnishment against the Company's funds held in a bank
account in the amount of $83,766 for an unpaid debt in the Court of
Justice, Boone Circuit Court, Commonwealth of Kentucky.  On Sept.
16, 2015, the Lender filed a Motion to Intervene in the Boone
Circuit Court, requesting to intercede in the garnishment action on
the grounds that it has a superior lien on all funds being held in
the Company's bank accounts.  A hearing on the Motion to Intervene
has been scheduled for Oct. 6, 2015.  In addition, the Lender has
notified the Company that as a result of the garnishment action, an
event of default has occurred on the Senior Note and the Loan is in
default and is immediately payable.  The Company is working with
the Lender to cure the default.

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter medical products.

Healthwarehouse.com reported a net loss attributable to common
stockholders of $2.08 million on $6.12 million of net sales for the
year ended Dec. 31, 2014, compared with a net loss attributable to
common stockholders of $7.3 million on $10.23 million of net sales
in 2013.

As of June 30, 2015, the Company had $1.2 million in total assets,
$4.7 million in total liabilities and a $3.5 million total
stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"The Company recognizes it will need to raise additional capital in
order to fund operations, meet its payment obligations and execute
its business plan.  There is no assurance that additional financing
will be available when needed or that management will be able to
obtain financing on terms acceptable to the Company and whether the
Company will become profitable and generate positive operating cash
flow.  If the Company is unable to raise sufficient additional
funds, it will have to develop and implement a plan to further
extend payables, attempt to extend note repayments, attempt to
negotiate the preferred stock redemption and reduce overhead until
sufficient additional capital is raised to support further
operations.  There can be no assurance that such a plan will be
successful.  If the Company is unable to obtain financing on a
timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company stated in its quarterly report
for the period ended June 30, 2015.


HERCULUS OFFSHORE: Restructuring Wins Bankruptcy Judge's Approval
-----------------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that Judge Kevin Carey of the U.S. Bankruptcy Court in
Wilmington, Del., on Sept. 24 approved Hercules Offshore Inc.'s
restructuring plan, which gives control of the oil-and-gas driller
to its bondholders in exchange for debt forgiveness.

According to the report, Judge Carey agreed with a federal
bankruptcy watchdog that the proposal should be modified so certain
third-parties, including former officers and directors of the
company, aren't immune from possible future lawsuits.  Such
"exculpation" clauses are a common point of contention for the
watchdog, a division of the Justice Department called the office of
the U.S. Trustee, the report noted.

                      About Hercules Offshore

Headquartered in Houston, Hercules Offshore, Inc. --
http://www.herculesoffshore.com/-- operates a fleet of 27 jackup  

rigs, including one rig under construction, and 21 liftboats. The
Company offers a range of services to oil and gas producers to
meet
their needs during drilling, well service, platform inspection,
maintenance, and decommissioning operations in several key shallow
water provinces around the world.

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

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

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

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

                           *     *     *

The Debtors on the Petition Date filed a pre-packaged Chapter 11
plan that would convert $1.2 billion of outstanding senior notes
to
96.9% of new common equity.


HII TECHNOLOGIES: Files for Chapter 11 to Auction Off Assets
------------------------------------------------------------
Publicly-traded oilfield services company HII Technologies, Inc.,
and four of its affiliates sought Chapter 11 bankruptcy protection
in Texas to sell their hard assets and technology-related
distribution agreements.  According to papers filed with the Court,
the Debtors have ceased revenue generating operations and currently
only has one employee, its CEO, Matt Fleming.

The Debtors intend to hire an auctioneer for their assets and plan
an auction process that will maximize the value of the assets.  The
sale process is planned to take about 45-60 days, with an auction
expected to be held within the last week of October or first week
of November.

Court papers show that HII Technologies had been in discussion with
a number of parties that are interested in utilizing the Company's
public shell for their ongoing businesses.  The Company is
currently evaluating letters of intent with various parties.

According to the minutes of meeting of the Board of Directors held
on Sept. 14, 2015, the Company plans to form of a liquidating trust
which would pursue all causes of action on behalf of the
debtors-in-possession.  Current potential causes of actions
expected to be pursued by the liquidating trust include
avoidance/preference actions, suit against Hamilton Investment
Group related to the Company's acquisition of Hamilton in August
2014, as well as actions related to certain improper business
opportunities of the Company and its subsidiaries.

HII Technologies entered into a lending agreement with Heartland
Bank and Mclarty Capital Partners, with Heartland acting as agent
on Aug. 12, 2014, establishing a $6 million accounts receivable
purchased agreement lien of credit and a $12 million term loan.

The new term loan was sought to pay for the $9 million cash payment
due at closing for the Hamilton Investment Group acquisition,
expenses and for working capital.  As of the Petition Date, the
Debtors owed $10,292,897 under the Prepetition Credit Agreement and
$890,680 under the Prepetition A/R Agreement.  The Debtors were in
default of their loan agreements by February 2015.

The Company engaged Roth Capital, broker dealer, to assist in
raising new capital via a private placement in an effort to help
resolve the Company's default issues related to EBITDA results and
other covenants.  Despite the preferred equity raise of $3.05
million, the Debtors were quickly back in default.

During 2015, the oilfield services market continued to decline in
activity and pricing.  Consecutive losses at HII Technologies
developed monthly in 2015.  The Company shut down non-profitable
divisions and areas with an objective to move its idle equipment to
remaining active areas including the Permian basin in West Texas.


MCP and Heartland have agreed to provide $500,000 in new money
funding and refinance approximately $11.2 million in prepetition
debt to effectuate an orderly wind-down of the business and to
executive an open sale process.  

The Debtors relate they may propose a plan of reorganization if
feasible.  However, a Plan is not guaranteed as the DIP Lenders are
only agreeing to fund a loan for a sale of their assets.

Concurrently with the filing of the petitions, the Debtors are also
seeking Court permission to, among other things, reject leases,
continue maintaining bank accounts, and obtain post-petition
financing.

BankruptcyData reported that the Company and its advisors are
continuing to investigate certain irregularities related to billing
and collection of receivables by certain entities claiming to be
operating under the name of Apache Energy Solutions LLC dba AES
Water Transfer Services.

A copy of the declaration in support of the First Day Motions is
available for free at:

         http://bankrupt.com/misc/10_HII_Declaration.pdf

HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling
of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power
Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. proposed lead case No. 15-60070) on Sept. 18, 2015.

HII Technologies is a publicly-traded oilfield services company
which entered the hydraulic fracturing water management business
via acquisition of Apache Energy Services dba AES Water Solutions
in September 2012.

HII Technologies currently has only one employee, its CEO, Matt
Flemming.

HII Technologies reported assets of $17.6 million and liabilities
of $26.5 million as of July 31, 2015.

Hugh M. Ray, III, Esq., at McKool Smith P.C. represents the Debtors
as counsel.  Judge David R Jones is assigned to the cases.


HYDROCARB ENERGY: Newl Director Clint Summers Passed Away
---------------------------------------------------------
The Board of Directors of Hydrocarb Energy Corporation increased
the number of members of the Company's directors from two to three
and appointed Clint Summers to fill the newly created vacancy, each
pursuant to the power provided to the Board of Directors by the
Company's Bylaws and the Nevada Revised Statutes.

Subsequent to the date of Mr. Summers' appointment, Mr. Summers
unexpectedly passed away from natural causes.  The Company would
like to provide its sincere condolences to Mr. Summer's family.  As
a result of Mr. Summers' passing, the Company continues to maintain
a two member Board of Directors.

On Aug. 20, 2015, and Aug. 27, 2015, Mr. Summers purchased 166,666
shares of restricted common stock (333,332 shares in aggregate)
from Mr. Watts for $0.50 per share in a private transaction.

Mr. Summers was a 20% owner of Duma Holdings, LLC, which purchased
a $350,000 Convertible Secured Promissory Note from the Company on
July 16, 2015.  S. Chris Herndon, a member of the Company's Board
of Directors, owns a 20% interest in Duma Holdings.

On Sept. 2, 2015, Mr. Summers purchased a Convertible Subordinated
Promissory Note from the Company in the aggregate principal amount
of $83,333.

A complete copy of the Form 8-K report is available for free at:

                       http://is.gd/KgrkmA

                      About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Hydrocarb Energy reported a net loss of $6.55 million on $5.06
million of revenues for the year ended July 31, 2014, compared to
a net loss of $37.5 million on $7.07 million of revenues for the
year ended July 31, 2013.

As of April 30, 2015, the Company had $27.6 million in total
assets, $24.2 million in total liabilities and $3.4 million in
total equity.

"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations.  A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in its
annual report for the year ended July 31, 2014.


HYDROCARB ENERGY: Sells CEO $517K Convertible Notes
---------------------------------------------------
Kent P. Watts, the chief executive officer and chairman of
Hydrocarb Energy Corporation, on Sept. 14, 2015, subscribed for
$350,000 in Convertible Subordinated Promissory Notes and on
Sept. 17, 2015, he subscribed for an additional $166,667 in
Convertible Promissory Notes.  

The Watts Notes are due two years from their issuance date, accrue
interest which is payable quarterly in arrears, at either a cash
interest rate (equal to the WTI Rate described below) or a stock
interest rate (12% per annum)(at the option of the holder at the
beginning of each quarter), provided no principal or interest on
the Watts Notes can be paid in cash until all amounts owed by the
Company to its senior lender is paid in full.  In the event the
stock interest rate is chosen by Mr. Watts, restricted shares of
common stock equal to the total accrued dividend divided by the
average of the closing sales prices of the Company's common stock
for the applicable quarter are required to be issued in
satisfaction of amounts owed on a quarterly basis.  In the event
the cash interest rate is chosen, interest accrues until converted
into common stock or until the Company is able to pay such accrued
interest in cash pursuant to the terms of the Watts Notes.  

The "WTI Rate" equals an annualized percentage interest rate equal
to the average of the closing spot prices for West Texas
Intermediate crude oil on each trading day during the immediately
prior calendar quarter divided by ten, plus two.

All principal and accrued interest on the Watts Notes is
convertible into common stock at a conversion price of $0.75 per
share at any time.  Additionally, the Company may force the
conversion of the Watts Notes into common stock in the event the
trading price of the Company's common stock is equal to at least
$5.00 per share for at least 20 out of any 30 consecutive trading
days.  Any shares of common stock issuable upon conversion of the
Watts Notes are subject to a lock-up whereby no shares of common
stock can be sold until Jan. 1, 2016, and no more than 2,500 shares
of common stock can be sold per day thereafter until the Company's
common stock is listed on the NASDAQ or NYSE market or the trading
volume of the Company's common stock is in excess of 100,000 shares
per day.  The Watts Notes have standard and customary events of
default.

Previously, on Aug. 26, 2015, Mr. S. Chris Herndon, the Company's
director purchased a Convertible Promissory Note in the amount of
$100,000 with substantially similar terms as the Watts Notes.

On Sept. 21, 2015, Mr. Watts and the Company entered into a First
Amendment to Exchange Agreement, which amended the Exchange
Agreement dated June 10, 2015.  Pursuant to the original terms of
the Exchange Agreement, Mr. Watts exchanged all rights he had to
8,188 shares of Series A 7% Convertible Voting Preferred Stock, and
accrued and unpaid dividends which would have been due thereunder,
assuming such Series A 7% Convertible Voting Preferred Stock was
correctly designated and issued, into 32 units, each consisting of
(a) 25,000 shares of the restricted common stock of the Company;
and (b) $100,000 in face amount of Convertible Subordinated
Promissory Notes.  Specifically, Mr. Watts received an aggregate of
800,000 shares of common stock and a Convertible Promissory Note
with an aggregate principal amount of $3.2 million and a maturity
date of June 10, 2018, in connection with the Exchange Agreement.
The First Amendment reduced the total Units due to Mr. Watts to 30
units, and as such, Mr. Watts received Convertible Promissory Notes
with a principal amount of $3 million and 750,000 shares of common
stock in connection with the exchange originally contemplated by
the Exchange Agreement.  

                         Warrants Exercise

Effective Sept. 8, 2015, Typenex Co-Investment, LLC, exercised
warrants to purchase 260,788 shares of the Company's common stock
which it held (at an exercise price of $1.17 per share - the
warrants originally had an exercise price of $2.25 per share, but
were subsequently reduced in connection with Typenex's
anti-dilution rights to $1.17 per share, in connection with a
convertible note transaction which had a conversion price of $1.17
per share), in a net cashless transaction and on Sept. 18, 2015, in
connection with such exercise, the Company issued 128,048 net
shares of common stock to Typenex.

                      Restricted Stock Issuance

Effective on July 31, 2015, the Board of Directors of the Company
issued 3,398 shares of restricted common stock to each of Kent P.
Watts, and S. Chris Herndon, members of the Company's Board of
Directors in consideration for services rendered to the Company as
directors.

                            Other Events

In July, August and September 2015, Mr. Watts sold an aggregate of
1,396,665 shares of restricted common stock which he held to 13
purchasers in private transactions for $0.50 per share ($698,333 in
aggregate), including 333,332 shares of common stock which were
purchased by Clint Summers.  A closing condition to the sale was
that Mr. Watts enter into the voting agreement and that Mr. Watts
use the funds received to purchase notes.

On or around Aug. 25, 2015, Mr. Watts entered into a voting
agreement in favor of S. Chris Herndon, a member of the Board of
Directors of the Company.  Pursuant to the voting agreement, Mr.
Watts provided Mr. Herndon a voting proxy to vote all of the shares
of common stock which Mr. Watts owned (approximately 4,946,955
shares as of his entry into the agreement) or which he may acquire
in the future, to vote to elect or remove (as applicable) 66.6% of
members of the Company's Board of Directors on any stockholder
vote.  The voting agreement was to become effective, only if Mr.
Watts had sold $1 million in securities in private transactions on
similar terms as described above before Sept. 21, 2015, and was to
remain effective from such date, if ever, until the earlier of: (a)
Aug. 19, 2017; and (b) the due date of a certain convertible note
which a company affiliated with Mr. Herndon (Duma Holdings, LLC)
may choose to purchase from the Company in the future..

Chris Watts, the nephew of Kent P. Watts, and the largest
shareholder of the Company, entered into a voting agreement with
Mr. Herndon on substantially similar terms as the voting agreement
with Kent P. Watts.

As a result of Mr. Watts not selling $1 million in securities in
private transactions on similar terms as described above before
Sept. 21, 2015, the voting agreements were never effective and have
since expired.

The Company would also like to disclose that to date, the Company
has paid $1,043,098 in connection with the payment of variable
conversion rate convertible notes, and prepayment penalties
thereon.  To date, none of the Company's previously issued variable
conversion rate convertible notes have converted into common stock.
The Company plans to pay off another $1,232,630 of variable
conversion rate convertible notes between September 2015 and the
end of January 2016.

A copy of the Form 8-K filing is available for free at:

                      http://is.gd/KgrkmA

                     About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Hydrocarb Energy reported a net loss of $6.55 million on $5.06
million of revenues for the year ended July 31, 2014, compared to
a net loss of $37.5 million on $7.07 million of revenues for the
year ended July 31, 2013.

As of April 30, 2015, the Company had $27.6 million in total
assets, $24.2 million in total liabilities and $3.4 million in
total equity.

"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations.  A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in its
annual report for the year ended July 31, 2014.


ISC8 INC: Court Confirms Amended Plan of Liquidation
----------------------------------------------------
The Bankruptcy Court entered an order on Sept. 14, 2015, confirming
the Amended Plan of Liquidation of ISC8, Inc.  The Amended Plan of
Liquidation went into effect immediately following the entry of the
Plan Confirmation Order.

In connection with the Plan Conformation Order, the Company expects
to file a Form 15 with the Securities and Exchange Commission to
terminate its obligation to file regular periodic reports under the
Securities Exchange Act of 1934, as amended.

On April 22, 2015, the Company filed with the Court a Plan of
Liquidation and a Disclosure Statement describing the Plan of
Liquidation pursuant to Chapter 11 of the Bankruptcy Code, which
plan and disclosure statement were amended on June 17, 2015, and
again on Aug. 3, 2015.  

The Amended Plan of Liquidation provides for the appointment of a
liquidating trustee and for the transfer of all of the Company's
remaining assets to a liquidating trust, which Liquidating Trust
will administer and liquidate all of the Company's remaining
assets.  The Amended Plan of Liquidation also provides for the
cancellation and termination of all shares or other ownership
interests in the Company, including cancellation of all shares of
the Company's common stock, and the dissolution and wind-up of the
Company.

It is expected that the Liquidating Trust will receive
approximately $135,000 to distribute to the holders of allowed
general unsecured claims, resulting in an estimated payment of
$0.05-$0.075 for every dollar owed on those claims.

Following entry of the Plan Confirmation Order, the Company's Board
of Directors and all remaining positions within the Company were
dissolved.  As such, Messrs. Simon Williams, Alexander Awan and
Theodore Lanes no longer serve on the Company's Board of Directors,
and Mr. Alfred Masse no longer serves as the Company's chief
reorganizing officer.  Mr. Masse has been appointed to serve as the
Liquidating Trustee for the Liquidating Trust, and has been granted
the authority by the Court to continue to act as the Company's
chief restructuring officer to the extent necessary to carry out
the Amended Plan of Liquidation.

A copy of the Confirmation Order is available for free at:

                        http://is.gd/P5Sfm7

                           About ISC8 Inc.

ISC8 Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal.
Case No. 14-15750) on Sept. 23, 2014.  The petition was signed by
Kirsten Bay, the president and CEO.  The case is assigned to Judge
Scott C. Clarkson.

The Company continues to operate its business and manage its
financial affairs as a debtor-in-possession, pursuant to Sections
1107(a) and 1108 of the United States Bankruptcy Code.

The Debtor estimated assets of $1 million to $10 million and
reported total liabilities of $14 million.  

Ezra Brutzkus Gubner LLP serves as the Debtor's counsel.  


JAC HOLDING: S&P Affirms 'B' CCR & Revises Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on Michigan-based auto supplier JAC Holding Corp. to
negative from stable and affirmed its 'B' corporate credit rating
on the company.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's $150 million senior secured notes.  The '3' recovery
rating on the notes is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; upper half of the range) for the
noteholders in the event of a payment default.

JAC is a supplier of roof-rack systems to the highly competitive
and cyclical U.S. and European auto industries.  S&P's assessment
of the company's business position reflects the narrow scope of its
product portfolio as sales of the company's roof-rack products made
up about 84% of its revenue in 2014, although its North American
market share in this niche segment is strong at 70%. Still, some
larger competitors such as Magna and Aisin Seiki have significantly
more resources available to invest in product design.  Although JAC
has developed related product categories that include cargo
management, step rails, and aluminum door extrusions, roof-racks
are still expected to account for 80% or more of the company's
revenues over the near term.

The negative outlook reflects the likelihood that S&P could lower
its rating on JAC Holding Corp. if the company does not strengthen
its credit metrics over the next 12 months and restore its FOCF to
levels that are comparable with those of its similarly rated peers
and that would support our current rating.  S&P believes that
softness in the company's gross margins or large working capital
outflows, exacerbated by its modest size and modest revenue growth
expectations, may prevent the company from achieving this
improvement.

S&P could downgrade JAC if the company's EBITDA margins decline and
its FOCF-to-debt ratio remains below 5%, thereby decreasing its
liquidity.  This could occur because JAC is unable to effectively
manage its new business launches, or if the company fails to
counter the ongoing decline in its prices with cost-efficiency
improvements.

S&P could consider revising its outlook on JAC back to stable if
S&P believes that the company can sustain a FOCF-to-debt ratio of
at least 5% on a normalized basis while maintaining a
debt-to-EBITDA metric of less than 5x.  S&P believes that JAC could
achieve these metrics if it can maintain EBITDA margins of around
10%-11% -- by improving its sales volumes -- and realize its
planned cost savings and efficiency improvements in 2015, all while
maintaining a prudent financial policy.



LDR INDUSTRIES: Court Approves Hiring of CJBS as Auditor
--------------------------------------------------------
LDR Industries, LLC sought and obtained permission from the Hon.
Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern
District of Illinois to employ CJBS, LLC as auditor.

CJBS has agreed to provide auditing services for the 401(k) Plan
for the year ended December 31, 2014 in connection with its annual
reporting obligations under ERISA.

Due to the ordinary course nature of the retention and the limited
fee amount, the Debtor requests authority to pay CJBS the flat fee
of $10,000 within 30 days of the completion of the audit to the
Debtor's satisfaction.

Julian Levy, partner of CJBS, 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.

CJBS can be reached at:

       Julian Levy
       CJBS, LLC
       2100 Sanders Road, Suite 200
       Northbrook, IL 60062
       Tel: (847) 945-2888
       Fax: (847) 945-9512

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its predecessor
companies have engaged in the distribution of plumbing products to
the home improvement industry, including faucets, showers, sinks,
toilet seats and variety of other specialty lines such as lead-free
valves.

LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014, with
plans to sell the business following a dispute with the U.S.
Customs.

The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis.  The Debtor is represented by attorneys at Reed Smith LLP.

The Debtor disclosed $27,538,561 in assets and $29,751,647 in
liabilities as of the Chapter 11 filing.


LEHMAN BROTHERS: $5.8 Billion for Unsec. Creditors in 8th Payout
----------------------------------------------------------------
Lehman Brothers Holdings Inc., as Plan Administrator, announced on
Sept. 24 in a court filing the percentage recovery that will be
distributed on October 1, 2015 to holders of allowed claims against
Lehman Brothers Holdings Inc. and its various affiliated Debtors
(collectively "Lehman").

Lehman's aggregate eighth distribution to unsecured creditors
pursuant to its confirmed chapter 11 plan will total approximately
$5.8 billion.  This distribution includes (1) $4.8 billion of
payments on account of third-party claims, which includes
non-controlled affiliate claims, and (2) $1 billion of payments
among the Lehman Debtors and their controlled affiliates (see
Exhibit B to the court filing, Docket # 50984, for further detail).
Cumulatively through the eighth distribution, Lehman's total
distributions to unsecured creditors will amount to approximately
$105.4 billion including (1) $77.2 billion of payments on account
of third-party claims, which includes non-controlled affiliate
claims and (2) $28.2 billion of payments among the Lehman Debtors
and their controlled affiliates.

In accordance with the chapter 11 plan, which was confirmed on
December 6, 2011, and subject to available funds, the Lehman
Debtors' ninth distribution to creditors is anticipated to be made
within 5 business days of March 30, 2016.

The chapter 11 plan, related disclosure statement and other
filings, including the filing referred to above, can be found at
www.lehman-docket.com in the "Key Documents" section.  Questions
relating to the distribution can be directed to the Debtors' claims
agent, Epiq Systems, Inc., at 1-866-879-0688 (U.S.) and
1-503-597-7691 (Non-U.S.).

                     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.

Following the 8th distribution slated for October 2015, total
payouts to creditors in the firm's bankruptcy have reached
approximately $105.4 billion.



MACHINERY TRANSPORT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Machinery Transport Inc.
        38222 Midland Trl E,
        White Sulphur Spring, WV 24986

Case No.: 15-50210

Chapter 11 Petition Date: September 23, 2015

Court: United States Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: John F. Leaberry, Esq.
                  LAW OFFICE OF JOHN LEABERRY
                  106 Patrick Street
                  Lewisburg, WV 24901
                  Tel: (304) 645-2025
                  Email: leaberry01@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronald K. Cook, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb15-50210.pdf


MAGNETATION LLC: Reorganization Plan Filed to Meet Milestone
------------------------------------------------------------
Magnetation LLC, et al., in August filed a proposed Joint Plan of
Reorganization plan in order to satisfy an applicable milestone in
the DIP Credit Agreement and the Restructuring Support Agreement.

The Plan still has blanks as to the proposed treatment and
estimated recovery for general unsecured claims and convenience
class claims.  Holders of interests in Mag LLC won't receive
anything and their interests would be cancelled.  The proposed
treatment of the secured creditors is already set forth in the
RSA:

  -- Claims arising under the DIP facility will be exchange for the
new first lien term loan credit facility that reorganized
Magnetation will enter into on the on the Effective Date.

  -- Holders of claims under the $65 million prepetition credit
facility are unimpaired and will be paid in full.

  -- Holders of the $425 million in senior secured notes due 2018
will receive new second lien notes in the principal amount of
$232.5 million, 75% of the new common stock of Mag LLC, and 90% of
the new convertible preferred stock (face amount of $138.9 million.
Whether the noteholders are impaired or unimpaired, and
consequently their voting rights, is still unknown under the
present iteration of the Plan.  The remaining 25% of the new common
stock will be distributed as part of a management incentive plan
and will vest after 3 years, according to the RSA.

The lenders providing a DIP term loan facility of up to $135
million have required the Debtors to file a plan of reorganization
in the form acceptable to the lenders on or before the 90th day
after the Petition Date.  The Debtors are required to obtain
confirmation of the plan, or in the alternative obtain approval of
an 11 U.S.C. Sec. 363 sale, on or before the 175th day after the
Petition Date, which is around the end of October.

The Debtors said in a motion seeking an exclusivity extension that
the Plan is in the form and substance acceptable to the Lenders.
While the Plan embodies the agreements, terms and conditions set
forth in the RSA, the Debtors believe that additional negotiation
and the resolution of certain key contingencies, including the
Debtors' contractual arrangement with its sole customer, AK Steel
Corporation and recoveries to unsecured creditors, are necessary
before they can file a disclosure statement that contains adequate
information and solicit votes on the Plan.

As of Sept. 23, 2015, the Debtors have not yet submitted a
Disclosure Statement.

Votes to accept or reject a plan cannot be solicited from holders
of Claims or interests entitled to vote on a plan until a
disclosure statement has been approved by a bankruptcy court and
distributed to such holders.

A copy of the Reorganization Plan is available for free at:

     http://bankrupt.com/misc/Magnetation_Aug3_Plan.pdf

                     About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint  
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

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

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

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.

                           *     *     *

The Debtors have obtained an extension until Nov. 1, 2015, of their
exclusive period to propose a Chapter 11 plan, and until Dec. 31,
2015, of the time to solicit acceptances for that plan.


NET ELEMENT: Oleg Firer Reports 7.6% Stake as of Sept. 11
---------------------------------------------------------
Oleg Firer disclosed in an amended Schedule 13D filed with the
Securities and Exchange Commission that as of Sept. 11, 2015, he
beneficially owns 7,666,369 shares of common stock of Net Element,
Inc. which represents 7.6 percent of the shares outstanding.

Star Equities, LLC also reported beneficial ownership of 4,285,714
common shares as of that date.

In connection with a private placement of securities by the
Company, Star Equities entered into a Letter Agreement, dated as of
Sept. 11, 2015, pursuant to which, among other things, Star
Equities agreed to, and did purchase, on the terms and conditions
contained therein, (i) 7,142,857 restricted shares of Common Stock
and (ii) an option that is immediately exercisable for up to
7,142,857 restricted shares of Common Stock at an exercise price of
$0.22 per share of Common Stock, subject to adjustment.

The Option expires on Sept. 11, 2020.  The Option also contains
customary anti-dilution provisions in the event of stock dividends,
stock splits, reorganizations or similar events.  The Company will
not issue shares of Common Stock upon exercise of the Option if the
aggregate number of shares that would be issued to all investors
that acquired options under the Investment Agreement at any time
will exceed 19.99% of the total number of shares of Common Stock
issued and outstanding or of the voting power unless the Company
has obtained either (a) its stockholders' approval of the issuance
of more than such number of shares of Common Stock pursuant to
NASDAQ Marketplace Rule 5635(d) or (b) a waiver from The NASDAQ
Stock Market of the Company's compliance with Rule 5635(d).

A copy of the regulatory filing is available for free at:

                      http://is.gd/wHGnGr

                       About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $10.18 million on $21.2
million of net revenues for the 12 months ended Dec. 31, 2014,
compared to a net loss of $48.3 million on $18.7 million of net
revenues for the 12 months ended Dec. 31, 2013.

As of June 30, 2015, the Company had $25.8 million in total assets,
$14.5 million in total liabilities, and total stockholders' equity
of $11.2 million.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2014.  The accounting firm
said that the Company has suffered recurring losses from operations
and has used substantial amounts of cash to fund its operating
activities that raise substantial doubt about its ability to
continue as a going concern.


NGPL PIPECO: Fitch Affirms 'CCC' IDR Then Withdraws Rating
----------------------------------------------------------
Fitch Ratings has affirmed and withdrawn its ratings on NGPL PipeCo
LLC.  The ratings are being withdrawn for commercial reasons.
Fitch has taken these rating actions.

NGPL PipeCo LLC
   -- IDR affirmed at 'CCC' and withdrawn;
   -- Senior secured notes affirmed at 'CCC+/RR3' and withdrawn;
   -- Term Loan B affirmed at 'CCC+/RR3' and withdrawn.

RATING SENSITIVITIES

Fitch has withdrawn ratings on NGPL PipeCo LLC.



PERFORMANCE FOOD: IPO a Credit Positive, Moody's Says
-----------------------------------------------------
Moody's Investors Service stated that the ratings and rating
outlook for Performance Food Group Inc. (PFG) are not currently
affected by the company's announced plans to sell approximately
12.7 million shares of common stock for between $22 to $25 per
share in an initial public offering with proceeds used to reduce
debt.  The current ratings include: B1 Corporate Family Rating,
B1-PD Probability of default Rating, and B3 second lien senior
secured rating.

Performance Food Group, Inc., headquartered in Richmond, Virginia,
is a food distributor with annual revenues of over $15 billion. The
company is majority owned by affiliates of the Blackstone Group
with Wellspring Capital Management as a minority shareholder.



PETTERS CO: Court Dismisses Ritchie Capital Suit Against Costco
---------------------------------------------------------------
Matthew Perlman at Bankruptcy Law360 reported that a New York
federal judge has dismissed now-defunct hedge fund Ritchie
Capital's suit against Costco Wholesale Corp.  over the warehouse
club's alleged involvement in the $3.6 billion Ponzi scheme
orchestrated by Tom Petters, ruling the court lacked jurisdiction.

Ritchie Capital Management LLC had accused Costco of aiding and
abetting fraud and civil conspiracy on the grounds the wholesaler
knew that Petters was using counterfeit purchase orders to secure
loans, nine years before he was convicted on 20 counts of fraud,
money laundering and other offenses.

                      About Petters Company

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

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

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

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

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

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PETTERS COMPANY: Trustee Reports on Progress Towards Plan Filing
----------------------------------------------------------------
In a document titled "Update Of Progress Towards A Plan Of
Reorganization", Douglas A. Kelley, trustee for Petters Company,
Inc., et al., reported that he and counsel have met with these
claimants to discuss matters related to resolution of avoidance
actions and claim objections that included the allowance of certain
claims in various amounts and the proposed treatment of the holders
of various claims under a plan of reorganization:

   i. Ronald R. Peterson, Chapter 7 Trustee of Lancelot Investors
Fund, L.P., et al., ("Lancelot") jointly administered as Case No.
08-28225 in the United States Bankruptcy Court for the Northern
District of Illinois,

   ii. Interlachen Harriet Investments, Ltd. ("Interlachen"), and

  iii. Greenpond South, LLC ("Greenpond").

The Trustee and his counsel participated in an extensive conference
call with Barry E. Mukamal, the Liquidating Trustee of Palm Beach
Finance Partners, L.P. ("PB"), Case No. 09-36379-PGH and Palm Beach
Finance II, L.P. ("PB II") (PB and PB II are collectively "Palm
Beach"), Case No. 09-36396-PGH, United States Bankruptcy Court for
the Southern District of Florida, and discussed matters related to
the resolution of avoidance actions and claim objections.

Counsel for the Trustee has engaged in several productive
negotiation telephone conferences with:

   i. Counsel for Frances Gecker, as Chapter 7 Trustee of Ark
Discovery II, LP ("Ark Discovery"), Case No. 09-17079, United
States Bankruptcy Court for the Northern District of Illinois (the
"Ark Estate") to discuss the Ark Estate's claim and a general range
of proposed treatment of such claim. During these discussions the
parties agree that the deadlines in the Stipulation with respect to
Ark Discovery would be suspended pending further negotiations among
the parties.

  ii. Counsel for Ritchie Capital Management, LLC et al. to discuss
claims asserted in various estates, avoidance actions and other
pending proceedings, and the proposed resolution of litigation and
objections to claims and the treatment of claims under a plan of
reorganization.

The Trustee's counsel has met with the financial consultants
retained by the Official Committee of Unsecured to assist them in
understanding the claims, assets and litigation.

Lancelot, Palm Beach, Greenpond, Interlachen, the Unsecured
Creditors Committee and the Trustee have scheduled mediation in
early September to resolve claim allowance issues and key issues
with respect to a plan of reorganization.

Attorneys for Chapter 11 Trustee Douglas A. Kelley can be reached
at:

         LINDQUIST & VENNUM LLP
         Daryle L. Uphoff, Esq.
         James A. Lodoen, Esq.
         George H. Singer, Esq.
         Jeffrey D. Smith, Esq.
         4200 IDS Center
         80 South Eighth Street
         Minneapolis, Minnesota 55402
         Telephone: (612) 371-3211
         Facsimile: (612) 371-3207

                     About Petters Company

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

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

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

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

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

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


QUIRKY INC: Proposes Rust/Omni as Claims and Noticing Agent
-----------------------------------------------------------
Quirky, Inc., et al., ask the Bankruptcy Court to enter an order
appointing Rust Consulting/Omni Bankruptcy as claims and noticing
agent in order to assume full responsibility for the distribution
of notices and the maintenance, processing and docketing of proofs
of claim filed in their Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
20,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors assert that the appointment of a claims and
noticing agent is both necessary and in the best interests of both
their estates and their creditors.

By appointing Rust/Omni as the claims and noticing agent, the
distribution of notices and the processing of claims will be
expedited, and the clerk's office will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims, the Debtors tell the Court.

Rust/Omni's hourly rates for standard and custom services are:

                                    Discounted Rates (15%)
                                    ----------------------
          Clerical Support          $21.25 - $38.25 per hour
          Project Specialists       $48.88 - $63.75 per hour
          Project Supervisors       $63.75 - $80.75 per hour
          Consultants               $80.75 - $106.25 per hour
          Technology/Programming    $60.00 - $90.00 per hour
          Senior Consultants        $119.00 - $148.75 per hour

The Debtors request that the undisputed fees and expenses
incurred by Rust/Omni in the performance of the services be treated
as administrative expenses and be paid in the ordinary course of
business without further application to or order of the Court.

Prior to the Petition Date, the Debtors provided Rust/Omni a
retainer in the amount of $25,000.  The firm seeks to first apply
the retainer to all pre-petition invoices, and thereafter, to have
the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Letter during
the Chapter 11 cases as security for the payment of fees and
expenses incurred under the Engagement Letter.

Paul Deutch, executive managing director of Rust Consulting/Omni
Bankruptcy, attests to the Court that Rust/Omni is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

                        About Quirky, Inc.

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.  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 in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to Flextronics
International USA Inc., for $15 million, absent higher and better
offers.

The petitions were signed by Charles Kwalwasser, the 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 jointly administered cases.

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.


QUIRKY INC: Seeks 30-Day Extension to File Schedules
----------------------------------------------------
Quirky, Inc., et al., ask the Bankruptcy Court to extend their
deadline to file (i) schedules of assets and liabilities, (ii)
schedules of income and expenditures, (iii) schedules of executory
contracts and unexpired leases, and (iv) statements of financial
affairs for an additional 30 days, through Nov. 5, 2015.

"Due to the complexity and diversity of their operations, and the
burdens occasioned by preparing for their chapter 11 cases, the
Debtors anticipate that they will be unable to complete their
Schedules and Statements in the 14 days provided under Bankruptcy

Rule 1007(c)," says Jeffrey L. Cohen, Esq., at Cooley LLP, attorney
to the Debtors.  Collection of the necessary information requires
an enormous expenditure of time and effort on the part of the
Debtors and their employees, he adds.

The Debtors maintain that while they, with the help of their
professional advisors, mobilize their employees to work diligently
and expeditiously on the preparation of the Schedules and
Statements, resources are limited.  

                        About Quirky, Inc.

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.  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 in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to Flextronics
International USA Inc., for $15 million, absent higher and better
offers.

The petitions were signed by Charles Kwalwasser, the 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 jointly administered cases.

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.


QUIRKY INC: Seeks Approval to Pay $450,000 Critical Vendor Claims
-----------------------------------------------------------------
Quirky, Inc., et al., are asking permission from the Bankruptcy
Court to pay the critical vendor claims related to the Wink
business in an amount not to exceed $450,000, of which $100,000 of
those critical vendor claims will be paid upon interim approval of
the request.

In the ordinary course of Wink's business, Wink relies on certain
third parties to provide goods and services that are necessary and
critical to Wink's ongoing business operations.  These Critical
Vendors are:

   * An electronic database provider that hosts the servers that
     maintain all relevant financial data for both Quirky and
     Wink;

   * A provider of electronic logistics that enables Wink's
     accounts payable, purchase order and inventory management
     systems to interface with those of the third party retailers
     that sell Wink products;

   * A provider of a cloud-based customer service platform that
     enables Wink to respond to electronic customer service
     requests; and

   * The temporary staffing provider for Wink's Schenectady, NY
     customer service call center.

Absent payment of the Critical Vendor Claims, the Debtors believe
the Critical Vendors will cease to provide the critical goods or
cease to perform the essential services required by Wink
postpetition, which will cause substantial damage to Wink's
business and to the Debtors' ability to maximize the value of their
assets.  According to the Debtors, Wink's failure to obtain the
benefit of the critical goods and services on a postpetition basis
could have an immediate and adverse impact upon its operations
through its inability to provide proper staffing and necessary
web-based resources.

Based on its books and records, the Debtors estimate that they have
relationships with hundreds of vendors, who hold an aggregate
amount of more than $28 million in prepetition claims.  Of this
amount, the Debtors estimate that four vendors holding an aggregate
amount of approximately $450,000 in outstanding prepetition claims
constitute critical vendors.

                        About Quirky, Inc.

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.  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 in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to Flextronics
International USA Inc., for $15 million, absent higher and better
offers.

The petitions were signed by Charles Kwalwasser, the 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 jointly administered cases.

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.



REFCO LLC: Disputes DPM-Mellon's Bid for Attorneys' Fees
--------------------------------------------------------
Jeannie O'Sullivan at Bankruptcy Law360 reported that after a jury
cleared a Bank of New York Mellon Corp. hedge fund administration
subsidiary and its CEO of a $460 million suit over alleged
deceptive accounting following brokerage firm Refco LLC's
implosion, the parties sparred over the defendants' attorneys' fees
bid.

In dueling briefs filed in New Jersey federal court, the plaintiff
hedge fund liquidator sought to get DPM-Mellon Ltd. and its former
CEO Robert Aaron's counterclaims dismissed as a matter of law,
saying the defendants never proffered evidence.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by Refco Inc. and its various affiliates.


RELATIVITY MEDIA: Lenders Defend Sale After Macquarie's Objection
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a group of
Relativity Media LLC stakeholders on Sept. 23, 2015, defended the
proposed auction of the production house's assets scheduled for
next month, telling a New York bankruptcy judge to deny an
objection filed by Macquarie Investments, which holds distribution
rights for multiple Relativity films.

Macquarie has argued in court papers that the terms of a proposed
asset purchase agreement would shortchange its interest in U.S.
distribution deals for "Beyond the Lights," "The Lazarus Effect"
and "Woman in Black 2: Angel of Death."

                   About  Relativity Fashion

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

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

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

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

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


RELATIVITY MEDIA: Producer Says Chief Misrepresented Finances
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Hollywood
producer Neal Moritz said in court papers filed on Sept. 17, 2015,
in New York bankruptcy court that Relativity Media LLC chief Ryan
Kavanaugh misrepresented Relativity's financial health to get
Moritz to extend an option to produce an action movie called
"Hunter Killer" starring Gerard Butler.

Moritz' allegation was included in a sworn declaration filed in
Relativity's Chapter 11 case along with an objection opposing the
potential sale of the rights to the film to a group lead by
Anchorage Capital Group LLC.  

                   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: Objection to Fraud, WCPA Claims Sustained
--------------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York granted sustained ResCap Liquidating
Trust's objection to Duncan K. Robertson's fraud and Washington
Consumer Protection Act claims.

Robertson filed an action in Washington state court asserting
various state law causes of action against certain Debtors, as well
as other non-debtor defendants.  In his complaint, Robertson
asserted causes of action against the Debtor Defendants for: (1)
wrongful foreclosure; (2) quiet title; (3) trespass; (4)
misrepresentation; (5) fraud and deception; (6) conspiracy; (7)
intentional and negligent infliction of emotional distress; (8)
violation of the Washington Criminal Profiteering Act; and (9)
violations of the Washington Consumer Protection Act.

The Robertson Action was stayed against the Debtor Defendants for
all claims except for his wrongful foreclosure and quiet title
causes of action; Robertson was permitted to proceed on those
claims under the Supplemental Servicing Order. On November 15,
2012, the Robertson Action was removed to the United States
District Court for the Western District of Washington.

On June 27, 2013, the Debtor Defendants filed a motion for summary
judgment of Robertson's wrongful foreclosure and quiet title causes
of action and a joinder in the Non-Debtor Defendants' motion for
summary judgment of the other causes of action. The District Court
granted the Defendants' motions for summary judgment on November
14, 2013. On August 11, 2014, Robertson filed a notice of appeal of
the Summary Judgment Order, which remains pending in the United
States Court of Appeals for the Ninth Circuit (the "Ninth
Circuit"). On August 20, 2014, the District Court entered a final
judgment dismissing all claims against the Non-Debtor Defendants
with prejudice.

Robertson filed Claim Numbers 2385, 2386, 2387, 2388, and 2389 in
the Debtors' bankruptcy cases, asserting an aggregate amount of
$772,277 against the Debtor Defendants based on the causes of
action alleged in the Robertson Action. The Trust filed its Claim
Objection, Robertson filed an opposition to the Claim Objection,
and the Trust filed a reply.

On April 28, 2015, the Court entered the Opinion. The Opinion
sustained the Claim Objection as to the declaratory judgment, quiet
title, intentional and negligent infliction of emotional distress,
Profiteering Act, and conspiracy causes of action against all
Debtor Defendants, and the fraud and WCPA claims against GMACM,
Homecomings, and RFC. The Court overruled the Claim Objection
without prejudice as to the following claims: (1) trespass against
Homecomings alleged to have occurred on May 24, 2010; (2) fraud
against RFREH and ETS for their preparation and execution of the
LSI Appointment, and for ETS's alleged misrepresentations that
GMACM was the holder of the Note; and (3) violation of the WCPA
against RFREH and ETS in connection with their preparation and
execution of the LSI Appointment.

Judge Glenn reconsidered the rulings in the Opinion and concluded
that: (i) Robertson has standing to challenge the validity of the
First Priority DOT but he has not established that it is void ab
initio; and (ii) Robertson lacks standing to assert his fraud and
WCPA claims against RFREH and ETS based on instruments to which he
is neither a party nor a beneficiary. Consequently, Judge Glenn
sustained the Claim Objection as to Robertson's surviving fraud and
WCPA claims.

In addition to the foregoing, Judge Glenn held the following:

     (a) The First Priority DOT is not void ab initio.

     (b) Robertson lacks standing to assert the fraud and WCPA
claims.

     (c) Robertson has failed to establish any clear error
justifying reconsideration of the Court's rulings sustaining the
Claim Objection as to the IIED and conspiracy claims, or the fraud
claim against Homecomings.

The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Debtors, CASE
NO. 12-12020 (MG) (JOINTLY ADMINISTERED)(Bankr. S.D.N.Y.).

Full-text copies of Judge Glenn's Memorandum Opinion and Order
dated September 3, 2015, is available at http://is.gd/9wPqjIand
Amended Memorandum Opinion And Order dated September 4, 2015 is
available at http://is.gd/E9W14rfrom 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.


REVEL AC: Investment Funds Sue Utility Firm Over Bonds
------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that two investment
funds have sued the Revel Hotel Casino's energy provider in New
Jersey federal court, saying they incurred significant losses
because the utility lied about the performance of bonds they were
issuing that have since lost most of their value.

The lawsuit, filed Sept. 16, was brought by Rosemawr Municipal
Partners Fund LP and Rosemawr Capital I LP against ACR Energy
Partners, a utility that was built to provide power to the Revel
Casino in Atlantic City.

                          About Revel AC

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

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

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

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

                        *     *     *

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

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


RIVERSIDE MILITARY: Fitch Affirms 'BB+' Rating on $66.9MM Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $66.9
million of Gainesville Redevelopment Authority, GA series 2007
revenue refunding bonds issued on behalf of Riverside Military
Academy (RMA).

The Rating Outlook is Stable.

SECURITY

The bonds are an absolute and unconditional obligation of RMA,
secured by a first lien on the academy's campus and a cash-funded
debt service reserve sized to maximum annual debt service (MADS).

KEY RATING DRIVERS

MIXED FINANCIAL PROFILE: The 'BB+' rating primarily reflects this
military-style boys' college preparatory school's recurring
operating deficits, revenue concentration, and very high debt
burden.  Partially offsetting factors include adequate balance
sheet resources that, while depleted from previous years, continue
to support the rating.

IMPROVED OPERATIONS: RMA's margins have improved but were still
negative on a full accrual basis in fiscal 2014 (and projected
fiscal 2015).  However, enrollment growth, tuition increases, and
expense management have enabled RMA to steadily reduce its deficit
over time.

STEADY ENROLLMENT GROWTH: RMA's small student population continues
to grow, even with modest annual tuition increases.  Enrollment at
the start of fall 2015 exceeds expectations in the academy's 2010
multiyear business plan.

HIGH LEVERAGE: RMA's debt burden remains very high, with MADS
representing 31.7% of fiscal 2014 unrestricted operating revenues.
Fiscal 2015 burden is expected to be somewhat more moderate but
still high.  The academy remains modestly reliant on endowment to
cover annual debt service as institutional coverage has been less
than 1.0x since fiscal 2010.  RMA has no new debt plans at this
time, with fundraising expected to support capital expenditures.

RATING SENSITIVITIES

ENROLLMENT STABILITY: Riverside Military Academy's inability to
maintain stable enrollment, given the academy's significant
reliance on net tuition and fees, could negatively pressure the
rating.

BALANCE SHEET LIQUIDITY: Continuation of positive trends with RMA's
balance sheet ratios are necessary to maintain the current rating.
Any deviation from the current level of the academy's financial
cushion may have negative rating implications.

CREDIT PROFILE

Founded in 1907, RMA is a military-style college preparatory school
for boys, offering boarding and day school programs for grades
7-12.  The academy is located on a 206-acre campus in Gainesville,
Georgia, about 60 miles northeast of Atlanta.

BALANCE SHEET SUPPORTS RATING

RMA's balance sheet resources continue to support the rating.
Available funds (AF), defined by Fitch as unrestricted cash and
investments, were $36.5 million at May 31, 2014, equal to a solid
177.3% of expenses but a more modest 51.5% of debt.  Preliminary
fiscal 2015 results indicate that available funds ratios will be
similar.  The nominal amount of AF has been flat or declined
modestly in recent years, due to investment losses and use of the
endowment to support annual debt service.

In recent years, RMA reduced its exposure to alternative and equity
investments and, as of fiscal 2015, maintains modest exposure to
alternatives and limited exposure to equity markets after hiring a
new endowment investment advisor.  Fitch views the academy's more
conservative investment strategy positively due to moderate
reliance on endowment spending for debt service.  RMA's current
liquidity position, although reduced from previous levels,
continues to support the rating.

OPERATING DEFICITS CONTINUE TO NARROW

Operating deficits persist.  However, RMA's operating margin
improved to negative 15.4% in fiscal 2014 compared to negative
18.9% in fiscal 2013.  There has been modest but steady operating
improvement since at least fiscal 2010.  Preliminary fiscal 2015
operations indicate that the margin is expected to improve further
(supported by strong fiscal 2015 enrollment gains), but not yet
achieve GAAP break-even operating performance.

At Fitch's last review, management indicated its goal was to lower
its endowment draw to 5% over several years, per the investment
policy adopted by RMA's board.  The draw for operations was 7.4% in
fiscal 2014.  Positively, management reports that the actual draw
for fiscal 2015 was 4.4% ($1.8 million), representing a significant
improvement over the past few years.  For the fiscal 2016 budget,
management expects the endowment draw percentage to improve again.
Fitch considers the more traditional draw of 5% of endowment market
value as sustainable long-term, and will monitor operations and the
endowment draw over time.

Fitch notes positively that net operating revenues continue to grow
and are ahead of plan, due mostly to enrollment growth, steady
tuition increases, and moderate tuition discounting.  RMA
management reports it continues to monitor and contain operating
expenses.

GROWING ENROLLMENT

Enrollment typically fluctuates during an academic year.  RMA
measures its initial fall enrollment and tracks rolling enrollment
as cadets leave and enroll during the year.  Following enrollment
declines during 2005-2008, enrollment has grown.  For fall 2014
(fiscal 2015), initial enrollment increased to 485 cadets from 436
the prior year and compared to a budget of 461.  During the
academic year enrollment through April 2015 was 607, but ended the
year at 521, as 86 students either withdrew, were dismissed, or
were expelled.

For fall 2015, RMA enrolled 521 total boarding and day cadets,
exceeding the fiscal 2016 budget of 485 total boarding and day
cadets.  Fitch views RMA's rating stability partly predicated on
the academy's ability to maintain stable to growing enrollment
given its high reliance on tuition and fee revenue (averaging 78%
of unrestricted operating revenues over the past five fiscal
years).

HIGH LEVERAGE

Outstanding debt was $66.9 million as of May 31, 2015.  The series
2007 bonds are fully amortizing fixed-rate debt, with level debt
service of about $5.6 million.  RMA's debt burden remains very
high, with fiscal 2014 MADS equal to 31.7% of unrestricted
operating revenues.  Management reports that preliminary fiscal
2015 results indicate a further moderating of the debt burden,
although it is still very high at over 27%.  No new debt is
planned, and Fitch views RMA as having no new debt capacity.

Debt service coverage has been below 1.0x since at least fiscal
2010, and the academy uses reserves and quasi-endowment to pay part
of debt service.  The coverage ratio has been improving along with
operations; it was 0.7x in fiscal 2014, compared to 0.2x in fiscal
2010.  Management reports that preliminary coverage for fiscal 2015
could be close to 1.0x, representing a significant improvement.
Management reports that no bond covenants have been violated.
Fitch will monitor operations over time for continued improvement
in debt service coverage, and moderation in the high debt burden.

The academy has no new debt plans.  Various maintenance items
include some campus renovations and gradual replacement of RMA's
aging bus fleet and are expected to be funded by gifts.  Management
indicates that another housing facility might be needed if
enrollment continues to grow, but nothing specific is being
considered at the present time.



ROTONDO WEIRICH: Can Hire ESBA as Financial Advisor
---------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania authorized Rotondo Weirich Enterprises,
Inc. and its debtor affiliates to employ Executive Sounding Board
Associates LLC as their financial advisors.

As reported in the Troubled Company Reporter on Sept. 3, 2015, ESBA
will:

   (a) assess the Debtors' cash flow requirements including the
       preparation and maintenance of short-term cash flow
       projections and reporting;

   (b) develop, prepare and present operating plans and financial
       projections, as agreed upon;

   (c) prepare reports and communications with the Debtors'
       creditor constituencies;

   (d) prepare for and manage a bankruptcy filing and its
       administrative reporting requirements;

   (e) develop, negotiate and execute a plan of reorganization or
       restructuring, or refinancing transaction, including a 363
       sale process and its associated due diligence processes;

   (f) monitor business operations and compliance reporting;

   (g) assist with the analysis and reconciliation of financial
       information as requested by management and/or counsel;

   (h) participate in court hearings and, if necessary, provide
       expert testimony in connection with any hearing before the
       Court regarding the Debtors' proceedings; and

   (i) perform other tasks as appropriate and as may be requested
       by the Debtors' management and/or counsel.

On the Petition Date, ESBA received a retainer of $10,302 from the
Debtors.  The retainer was funded by Mario Rotondo, a principal of
the Debtors.

The Debtors intend to pay ESBA based on the firm's current hourly
rates as follows:

             Managing Directors        $495-$550
             Directors                 $350-$425
             Consultants and Staff     $250-$345

Michael DuFrayne will lead the project but other ESBA
professionals
will work as needed.  Mr. DuFrayne's standard billing rate is $525
per hour; however, for this engagement, his rate will be
discounted
to $495 per hour.

The Debtors have agreed to reimburse ESBA for its out-of-pocket
expenses and indemnify the firm.

The Debtors assured the Court that ESBA does not hold any interest
materially adverse to their estates.

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 as counsel.

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.


ROTONDO WEIRICH: Hires EisnerAmper as Financial Advisors
--------------------------------------------------------
Rotondo Weirich Enterprises, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to employ EisnerAmper LLP as financial
advisors, nunc pro tunc to September 1, 2015.

The Debtors require EisnerAmper to:

   (a) assess the Debtors' cash flow requirements including the
       preparation and maintenance of short-term cash flow
       projections and reporting, as required;

   (b) develop, prepare and present operating plans and financial
       projections, as agreed upon;

   (c) prepare reports and communications with the Debtors'
       creditor constituencies, as required;

   (d) prepare for and manage of a bankruptcy filing and its
       administrative reporting requirements;

   (e) develop, negotiate and execute a plan of reorganization or
       restructuring, or refinancing transaction, including a 363
       sale process and its associated due diligence process;

   (f) monitor business operations and compliance reporting;

   (g) assist with analysis and reconciliation of financial
       information as requested by management and/or counsel;

   (h) participate in court hearings and, if necessary, provide
       expert testimony in connection with any hearing before the
       court regarding the Debtors' proceedings; and

   (i) perform such other tasks as appropriate and as may be
       requested by the Debtors' management and the Debtors'
       counsel.

EisnerAmper will be paid at these hourly rates:

       Managing Directors        $435-$540
       Senior Consultants        $260-$430
       Consultants and Staff     $185-$250

On the petition date, Executive Sounding Board Associates, LLC
(ESBA) received a retainer in the amount of $10,302 from the
Debtors. The retainer was funded by Mario Rotondo who is principal
of the Debtors. The estimated balance of that retainer as of Aug.
31, 2015 is $4,520 which sum is being transferred by ESBA to
EisnerAmper.

On Aug. 31, 2015, the Debtors filed an Application to employ ESBA
as financial advisors. On Sep. 1, 2015, the members of ESBA
including Mr. DuFrayne, and certain employees were employed by
EisnerAmper. In connection to the employment of ESBA's members adn
certain employees, certain professional services contracts and
liabilites associated with those contracts were transferred from
ESBA to EA.

Michael DuFrayne, former managing director of ESBA will continue to
lead the engagement for EisenAmper along with other EisenAmper
professionals as needed. Mr. DuFrayne's standard billing rate is
$525 per hour; but for this engagement, his rate will be discounted
to $495 per hour.

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

Mr. DuFrayne 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.

EisnerAmper can be reached at:

       Michael DuFrayne
       EISNERAMPER LLP
       101 West Avenue
       P.O. Box 458
       Jenkintown, PA 19046
       Tel: (215) 881-8390

                       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.


ROTONDO WEIRICH: To File Schedules and Statements
-------------------------------------------------
Rotondo Weirich Enterprises Inc. and its debtor-affiliates were
expected to file their schedules of assets and liabilities, and
statements of financial affairs on Sept. 24, 2015, pursuant to an
order from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania.

                      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.

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.


SABRE HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Southlake, Texas-based travel technology companies Sabre
Holdings Corp. and Sabre GLBL Inc. (collectively, Sabre) to
positive from stable.  At the same time, S&P affirmed its 'B+'
corporate credit rating on the companies.

S&P also raised its issue-level rating on Sabre GLBL's senior
secured notes and credit facilities to 'BB-' (one notch above the
corporate credit rating) from 'B+' and revised S&P's recovery
rating to '2' from '3'.  The '2' recovery rating indicates S&P's
expectation for meaningful recovery (70%-90%; lower half of the
range) of principal in the event of a payment default.

"The revised rating outlook reflects our expectation that Sabre's
leverage will stay in the high-3x to low-4x area, primarily due to
EBITDA growth and debt repayment," said Standard & Poor's credit
analyst Elton Cerda.  "Additionally, the positive outlook reflects
the company's reduced litigation exposure, given the recent ruling
in which the federal court in the Southern District of New York
dismissed US Airways Inc.'s request for declaratory judgment."

S&P's rating on Sabre reflects S&P's view of the company's business
risk profile as "fair."  S&P's assessment is based on the company's
position as one of the largest global travel distribution systems
(GDSs) and its fast-growing software business.  S&P views Sabre's
financial risk profile as "aggressive" because S&P expects that the
company' leverage will remain in the high-3x to low-4x area.

The positive rating outlook reflects S&P's expectation that Sabre's
operating performance will remain solid and that its debt leverage
stay in the high-3x to low-4x area.  The outlook also reflects
S&P's expectation that the outcome of the company's litigation with
US Airways will not meaningfully increase its leverage, based on
recent developments.

S&P could raise the rating over the next 12 months if it become
convinced that Sabre's operating performance and financial policy
will allow it to maintain leverage in the high-3x to low-4x area.
Additionally, a potential upgrade would likely require S&P's
conclusion that the litigation with US Airways will have minimal
financial impact to Sabre's credit metrics, based on development
from the federal court, and that no further litigation is likely to
occur with additional airline partners.

S&P could revise the outlook to stable over the next 12 months if
Sabre's operating performance is weaker than S&P expects, or if the
company's restructuring and litigation settlement expenses are
greater than it expects, convincing us that leverage will rise
above 4.5x.  Although S&P believes any adverse settlement with US
Airways will be significantly less than the recent American
Airlines settlement, it could still have a noticeable impact on
Sabre's cash flow generation.



SALADWORKS LLC: Court Grants Open-Ended Plan Exclusivity
--------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended the exclusive periods of SW
Liquidation LLC fka Saladworks LLC to file a Chapter 11 plan and
solicit acceptances of that plan through and including the first
business day after the conclusion of the plan confirmation
hearing.

As reported by the Troubled Company Reporter on Aug. 27, 2015,
Judge Silverstein has approved the disclosure statement filed by SW
Liquidation, LLC, formerly known as Saladworks, LLC, in support of
its Plan of Liquidation.

The Debtor previously filed a revised Plan of Liquidation and
Disclosure Statement dated Aug. 3, 2015, that address objections to
the Disclosure Statement.  A black-lined version of the Amended
Disclosure Statement is available at
http://bankrupt.com/misc/SWds0803.pdf  

                      About Saladworks, LLC

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

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

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

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

SSG Capital Advisors, LLC, acted as the investment banker in the
sale of substantially all of its assets to an affiliate of Centre
Lane Partners, LLC.


SAN BERNARDINO: Luxembourg Bank Says Plan Outline Lacks Details
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a Luxembourg
bank that holds $56.8 million in San Bernardino, California, debt
objected on Sept. 17, 2015, to the city's proposed reorganization
plan, saying it snubs bondholders and doesn't provide viable
solutions to the city's fiscal problems.

Erste Europaische Pfandbrief-und Kommunalkreditbank AG, or EEPK,
filed court papers urging a California bankruptcy judge to reject
San Bernardino's disclosure statement, the document that provides
stakeholders details about the city's Chapter 9 plan.

EEPK argues that the disclosure statement is inadequate and doesn't
provide enough details about San Bernardino's holdings.

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debts of more than
$1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.


SOAMES LANE TRUST: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Soames Lane Trust
        2651 Aberdeen Avenue
        Los Angeles, CA 90027

Case No.: 15-24678

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 23, 2015

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sheri Bluebond

Debtor's Counsel: James L Sharmat, Esq.
                  LAW OFFICE OF JAMES L. SHARMAT
                  300 S Main St., #202
                  Santa Monica, CA 90405
                  Tel: 310-437-9541

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The Debtor listed Chase Bank as its largest unsecured creditor
holding an undisclosed amount of claim.

A copy of the petition is available for free at:

              http://bankrupt.com/misc/cacb15-24678.pdf


SPECTRUM ANALYTICAL: $6,000 in Claims Switched Hands in Sept.
-------------------------------------------------------------
In the Chapter 11 cases of Spectrum Analytical Inc. and Hanibal
Technology, two claims switched hands in September 2015:

     Transferee             Transferor              Claim Amount
     ----------             ----------              ------------
    Honne, II LP   New Environment Horizons, Inc.     $3,740.00

    Honne, II LP   Greenough Packaging &              $3,110.29
                   Maintenance Supplies, Inc.

                    About Spectrum Analytical

Spectrum Analytical Inc. provides testing and analytical data for
environmental interests.  Hanibal Technology LLC serves as
Spectrum's exclusive international marketing and sales agent, and
focuses on education, research, and development in environmental
technology.  Spectrum maintains offices in Agawam, Massachusetts,
Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New
York.

Spectrum Analytical and Hanibal Technology commenced Chapter 11
bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405)
on April 30, 2015, to retake management of their business and
assets from the receiver installed by their lender.  Hanibal
Tayeh, the sole member, signed the bankruptcy petitions.

Spectrum disclosed $8,658,751 in assets and $1,987,714 in
liabilities as of the Chapter 11 filing.  Hanibal estimated less
than $10 million in assets and debt.

Bacon Wilson, P.C., serves as the Debtors' counsel.

Steven Weiss, the Chapter 11 trustee tapped Seth Schalow as
restructuring consultant for the estate.  TechKnowledgey Strategic
Group, serves as his business broker, and Shatz Schwartz and
Fentin. P.C., as his counsel.


STANDARD REGISTER: Wants Until December 7 to Remove Actions
-----------------------------------------------------------
Standard Register Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend the
deadline, until Dec. 7, 2015, within which they may remove causes
of actions and related proceedings.

A hearing is set for Oct. 14, 2015, at 10:30 a.m. (ET) to consider
the Debtors' request.

                     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.


SUNCOKE ENERGY: S&P Affirms 'BB-' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on SunCoke Energy Partners L.P.  The outlook is
stable.

At the same time, S&P affirmed the 'BB-' issue-level rating on
SXCP's senior unsecured debt and revised the recovery rating on the
debt to '3' from '4', indicating S&P's expectation of meaningful
(50% to 70%; lower half of the range) recovery in the event of a
payment default.

"We affirmed our rating on SXCP based on our expectation of stable
operating performance of its current assets, taking into account
operational improvements and growth potential from the new
acquisition in the next 12 months," said Standard & Poor's credit
analyst Vania Dimova.

The rating also reflects S&P's "weak" business risk and
"significant" financial risk assessments.  S&P views SXCP's
liquidity position as "adequate."

The stable outlook reflects S&P's view that SXCP will maintain debt
leverage between 3x and 4x in the next 12 months and that liquidity
will be at least adequate.  S&P assumes the future dropdowns will
be funded in a balanced manner commensurate with the company's
financial risk profile.

S&P could lower its rating if adjusted debt to EBITDA is sustained
above 4x without a clear plan to reduce debt leverage in the next
12 months.  S&P could also lower the rating if the company
experiences integration issues at the Convent Terminal or
operational disruption at the operating companies that result in a
decline in EBITDA below S&P's expectations.

S&P views an upgrade at this time as unlikely, given limited
operating diversity, customer concentration, and acquisitive growth
strategy.



TRANEN CAPITAL: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioners: Hadley J. Chilton and John J. Greenwood of
                        Baker Tilly (BVI) Limited, as Joint
                        Liquidators

Chapter 15 Debtor: Tranen Capital Alternative Investment Fund Ltd.

                   (in liquidation)

Chapter 15 Case No.: 15-12620

Type of Business: Insurance Market

Chapter 15 Petition Date: September 24, 2015

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

Judge: Hon. Sean H. Lane

Chapter 15 Petitioners'      Martin G. Bunin, Esq.
Counsel:                     ALSTON & BIRD LLP
                             90 Park Avenue
                             New York, NY 10016
                             Tel: 212 210-9492
                             Fax: 212 922-3892
                             Email: marty.bunin@alston.com

                                 - and -

                              William S. Sugden, Esq.
                              Jonathan T. Edwards, Esq.
                              ALSTON & BIRD LLP
                              1201 W. Peachtree St.
                              Atlanta, Georgia 30309-3424
                              Tel: 404-881-7000
                              Fax: 404-253-8235
                              Email: will.sugden@alston.com
                                     jonathan.edwards@alston.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million


TRANEN CAPITAL: Seeks U.S. Recognition of BVI Liquidation
---------------------------------------------------------
Hadley J. Chilton and John J. Greenwood of Baker Tilly (BVI)
Limited, in their capacities as joint liquidators for Tranen
Capital Alternative Investment Fund Ltd. (in liquidation), have
asked the U.S. Bankruptcy Court for the Southern District of New
York to recognize the winding up and liquidation of the Debtor.

The Joint Liquidators filed under Chapter 15 of the Bankruptcy
Code, which would compel parties to cooperate with their
investigation of the Debtor's possible claims against numerous U.S.
persons, including its directors, managers, and certain service
providers arising from material irregularities in relation to the
Debtor, its management, and its affairs.

"This tolling will afford the Petitioners an opportunity to
conclude their investigations and properly and timely assert
claims against third parties who may have engaged in wrongful
conduct against the Debtor," says Martin G. Bunin, Esq., at Alston
& Bird LLP, counsel to the Joint Liquidators.

On July 4, 2014, the Debtor filed an application with the Eastern
Caribbean Supreme Court in the High Court of Justice in the British
Virgin Islands to appoint liquidators after forensic analysis
indicated that it was insolvent and that a liquidator should be
appointed.  The Application was granted on July 11, 2014.

Before being placed into liquidation by the BVI Court, Tranen
Capital purportedly transacted and invested in the secondary life
insurance market.  Around July 2012, the Debtor ceased making
premium payments on policies it then owned, causing those policies
to lapse.

The Debtor officially announced on May 30, 2013, that its board of
directors had determined to suspend the payment of redemptions,
citing: (1) a large number of redemption requests received over a
short period; (2) difficulty in quickly selling insurance policies
without adverse consequences to the Debtor's assets; and (3) the
resulting delay of cash flow due to the theft of a death benefit
due the Debtor.  The Debtor's board of directors also immediately
suspended trading on the Irish Stock Exchange.

Tranen Capital is also a party to civil actions in various states
in the U.S. arising from supposed misappropriation and personal use
of invested funds.  Certain investors have alleged that the
directors and managers of the Debtor used the invested funds,
proceeds, and death benefits to, among other things, purchase real
estate for their personal benefit, purchase luxury automobiles for
their personal benefit, purchase or lease a private aircraft and
otherwise lead lavish lifestyles.

And according to a 2013 KPMG audit, the Debtor's management team
allegedly: (a) redeemed their own shares while postponing or
delaying redemption requests from investors; (b) loaned themselves
money from the Debtor's assets; (c) could not account for a
$10,000,000 receivable; (d) made a "loan to affiliate" of
$16,000,000; and (e) caused multiple policies to lapse, which
materially harmed the Debtor and its assets.

The Joint Liquidators expect the Debtor to benefit from the
"breathing spell" afforded by the automatic stay once the order
recognizing the BVI Proceeding is entered.

Per the Winding-up Order, the Joint Liquidators have all the power
to commence, continue, discontinue or defend any action or other
legal proceedings on behalf of the Debtor.

As reflected in the petition, the Debtor has estimated assets of
$10 million to $50 million and liabilities of more than $100
million.

The Debtor has approximately 200 investors with approximately
$184,000,000 of invested capital.  The Debtor also has
approximately 23 U.S.-based creditors.

The case is assigned to Judge Sean H. Lane.

A copy of the petition is available for free at:

        http://bankrupt.com/misc/2_TRANEN_petition.pdf


TRIBUNE PUBLISHING: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
(CFR) of Tribune Publishing Company and changed the outlook to
negative. The action follows management's revised earnings outlook
due to materially weaker performance at its Los Angeles newspaper.
Though we view recent management changes as positive for the
California News Group, we note that a weak national print
advertising market combined with the need to implement operational
improvements in Southern California will place the company's
operating performance under pressure. Though Tribune Publishing
affirmed its intention to maintain its credit profile in line with
Moody's B1 CFR expectations, limited earnings visibility has been
provided for 2016, and Moody's will look for management to deliver
on its operating performance expectations in order to stabilize the
rating.

Issuer: Tribune Publishing Company

Outlook, Changed To Negative From Stable

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

First Lien Credit Facility, Affirmed B1, LGD4

RATINGS RATIONALE

Management's revision of earnings guidance demonstrates
transparency and decisiveness in communicating operational
implementation issues at the Los Angeles Times newspaper asset and
its commitment to following through the communicated strategy of
platform-based news publishing within its broadly diversified
newspaper base. Nevertheless, the materiality of earnings revision
of nearly 10% of the recently forecasted EBITDA range highlights
the importance of the California News Group in Tribune Publishing's
overall earnings.

Tribune Publishing's operating performance has been impacted by the
poor secular trends within the print advertising market,
particularly at the national level, which contributes materially to
Los Angeles newspaper revenue base. While the company's senior
management at its Los Angeles properties has recently been replaced
and the need for timely action of cost management initiatives has
been recognized, Moody's expects the transition and change
implementation to take time, with results of turnaround actions to
be visible in 4Q 2015 and into 2016.

Although management reiterated its commitment to maintaining
leverage within a B1 credit profile, the secular trends in print
advertising and Tribune Publishing's reliance on print advertising
while it continues its revenue diversification efforts, combined
with an operational turnaround needed at the Los Angeles Times
poses additional incremental risk to overall revenue and
profitability execution, leading Moody's to revising its outlook to
negative. We expect management to demonstrate its ability to
execute on the newly revised 2015 forecast in order to stabilize
the outlook.

The affirmation of the B1 CFR rating reflects our view that Tribune
Publishing will remain prudent in operating its distinct assets
within a secularly challenging print advertising environment, while
continuing revenue diversification efforts and implementing cost
management and centralization initiatives. We expect the company to
continue investing in expansion of its digital offerings. Though
leverage is currently at our downgrade target of 3.75x, we expect
turnaround at the Los Angeles newspaper to yield results over the
next 9-12 months, with leverage returning to mid-3x levels, in line
with our credit profile expectations for the current rating.
Tribune Publishing continues to maintain strong liquidity position,
with over $30 million in cash on its balance sheet, and
approximately $100 million of availability under its undrawn $140
million Asset Based Revolving Credit Facility. We expect the
company will continue generating positive free cash flow through
our projection period.

The negative outlook incorporates an increased likelihood of a
downgrade if ongoing revenue declines are not matched by cost
reductions, economic weakness develops in one or more key markets,
or debt financed acquisitions result in debt-to-EBITDA remaining
above 3.75x (including Moody's standard adjustments). Ratings could
also be downgraded if liquidity deteriorates resulting in cash
balances plus revolver availability being sustained below $75
million or if free cash flow-to-debt ratios are expected to remain
below 5% (including Moody's standard adjustments).

Given the current challenges, we do not anticipate an upgrade in
the foreseeable future. Revenue and EBITDA stabilization over the
next year as well as reduction in debt-to-EBITDA leverage towards
low to mid-3x could lead to stabilization of the outlook, Moody's
said.

Tribune Publishing Company, headquartered in Chicago, IL, operates
the second largest newspaper company in the U.S. serving nine major
markets with 11 daily newspapers, including the Los Angeles Times,
the Chicago Tribune and the San Diego Union-Tribune, as well as
with digital media properties and niche publications. The company
recently closed on an acquisition of the San Diego Union-Tribune
and its portfolio of community weekly newspapers which further
broadened its coverage of the Southern California audience. Tribune
Publishing earned $1.71 billion in reported revenue in fiscal year
ending December 28, 2014.



USA DISCOUNTERS: Seeks to Hire Holland & Hart as Special Counsel
----------------------------------------------------------------
USA Discounters, Ltd., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Holland &
Hart LLP as special counsel with respect to claims made by the
Colorado Attorney General against USA Discounters for alleged
violations of the Uniform Consumer Credit Code in Case No.
2015CV032520 pending before the District Court of the City and
County of Denver, Colorado.

H&H's hourly rates for 2015 are as follows:

   Partners and Of-Counsel       $305 to $725
   Associates                    $165 to $595
   Other Service Providers        $55 to $540

The principal attorneys and paralegal presently designated to
represent the Debtors, and their current hourly rates, are:

   Steven T. Collis, Esq.        $285
   Gregory E. Goldberg, Esq.     $565
   Patti M. Casey                $220

The firm will also reimburse the Debtors of any necessary
out-of-pocket expenses.

Gregory Goldberg, Esq., a partner with Holland & Hart LLP, in
Denver, Colorado, assures the Court that it 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.  Mr. Goldberg discloses that prior to the Petition
Date, the Debtors paid H&H a retainer in the amount of $75,000 for
services to be rendered in the litigation.  The amounts H&H has
invoiced the Debtors and the amounts drawn on the retainer is
$5,511 on Aug. 10, 2015.

Pursuant to the U.S. Trustee Guidelines, the firm tells the Court
that the hourly rates disclosed are consistent with the rates that
H&H charges other Chapter 11 clients and the rates that H&H charges
in other non-bankruptcy representations.  Furthermore, the hourly
rates to be charged in connection with the engagement are not
significantly different from the rates of other comparably skilled
professionals for similar engagements.

The firm further disclosed that none of the professionals included
in the engagement varied their rate based on the geographic
location of the bankruptcy case.  H&H represented the Debtors in
the 12 months prior to the Petition Date.  The billing rates and
material financial terms for the prepetition engagement are the
same as the rates and terms set out in the "Payment of Fees and
Expenses" section of this Application.  The firm says the budget
has yet been approved, but the Debtor have approved H&H's staffing
plan.

                      About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.


USA DISCOUNTERS: Seeks to Tap Williams Mullen as Special Counsel
----------------------------------------------------------------
USA Discounters, Ltd., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Williams,
Mullen, Clark and Dobbins, P.C., as special counsel in connection
with matters related to the Debtors' ongoing business operations,
including employee benefits and employment matters.

Williams Mullen has acted as counsel to the Debtors for at least 15
years in the areas of finance, labor and employment, and corporate
law.  Over the last six months and since the employment of Klee,
Tuchin, Bogdanoff & Stern LLP as counsel to the Debtors, Williams
Mullen's representation has concentrated on EEOC and state
discrimination charges filed by current and former employees of the
Debtors.  Williams Mullen has also advised the Debtors on leave and
pay requirements imposed by the various states in which the Debtors
conduct their operations.  In particular, Williams Mullen has
provided advice and guidance concerning the Workers Adjustment and
Retraining Notification Act and its state equivalents.  Williams
Mullen has also represented the Debtors in connection with its
corporate finance structure and its secured loans.

Williams Mullen's hourly rates for 2015 are as follows:

   Partners and Of-Counsel        $335 to $670
   Associates                     $230 to $370
   Paraprofessionals              $100 to $265

The principal attorneys and paralegal presently designated to
represent the Debtors, and their current hourly rates, are:

      John S. Mitchell, Esq.         $455
      David C. Burton, Esq.          $450
      Joseph R. Mayes, Esq.          $435
      Lori Costa                     $200

Williams Mullen charges its client for expenses incurred in
connection with their cases.

Joseph R. Mayes, Esq., a partner with Williams, Mullen, Clark and
Dobbins, P.C., in Virginia Beach, Virginia, assures the Court that
it 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.  Mr. Mayes discloses that
Williams Mullen regularly represents, and has represented in the
past, Branch Banking and Trust Company, Wells Fargo Bank, N.A.,
Capital One, N.A., and Sun Trust Bank, N.A., Arvest Bank, Capital
Bank, Central National Bank, Farmers & Merchants Bank, First
Citizens Bank, and the subsidiaries and affiliates of each in
various matters unrelated to the Debtors.

Wells Fargo is a lender under certain financing transactions with
one or more of the Debtors as borrower.  Mr. Mayes says Williams
Mullen will not represent any of the Bank Creditors in the cases.
Neither will Williams Mullen represent the Debtors or the Bank
Creditors in any litigation, arbitration, or other adverse
proceeding regarding the transactions in which the Bank Creditors,
on the one hand, and any of the Debtors, on the other hand, are
adversaries, Mr. Mayes adds.

Mr. Mayes further discloses that during the 90-day period before
the Petition Date, Williams Mullen invoiced the Debtors, and the
Debtors paid the firm the following amount:

   Date of Invoice             Invoiced Amount
   ---------------             ---------------
   Aug. 5, 2015                   $9,876.75
   July 9, 2015                     $228.50
   July 9, 2015                   $4,419.00
   June 3, 2015                   $1,665.00

During the one-year period immediately preceding the Petition Date,
Williams Mullen received from USA Discounters, Ltd. (a) $70,737 in
fees for services rendered, and (b) $1,799 in expense
reimbursements, for a total of $72,536 for services related to
Williams Mullen's prepetition services on the Debtors' behalf.

Pursuant to the U.S. Trustee Guidelines, Williams Mullen discloses
that the hourly rates disclosed are consistent with the rates that
the firm charges other Chapter 11 clients and the rates that the
firm charges in other non-bankruptcy representations.  Williams
Mullen further discloses that the firm has represented the Debtors
in the 12 months prepetition and the billing rates and material
financial terms for the prepetition engagement are the same as the
rates and terms set out in the "Payment of Fees and Expenses"
section in the employment application.

Moreover, Williams Mullen relates that it expects to develop a
prospective budget and staffing plan with the Debtors to comply
with the U.S. Trustee's requests for information and additional
disclosures, recognizing that in the course of the large Chapter 11
cases there may be unforeseeable fees and expenses that will need
to be addressed by the Debtors and the firm.

                      About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.


VARIANT HOLDING: Gets Nod to Incur Up to $10MM in DIP Loans
-----------------------------------------------------------
Peter Hall at Bankruptcy Law360 reported that Variant Holding Co.
won a Delaware bankruptcy judge's approval to borrow up to $10
million more from debtor-in-possession lender Beach Point Capital
Management LP that will allow the residential real estate company's
estate to continue operating its properties and pay its
professionals.

U.S. Bankruptcy Judge Brendan L. Shannon approved the amended DIP
agreement over the objections of equity owners who said the
additional borrowing mainly benefits professionals while incurring
additional interest expenses for the estate when the money could be
obtained.

                       About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VARIANT HOLDING: Urges Court to Keep Lawsuit Against Ex-CEO
-----------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that Variant Holding
Co. LLC urged the Delaware bankruptcy court not to throw out the
adversary action it lodged against its ex-CEO accusing him of
interfering with its real estate portfolio sale, arguing that tens
of millions of dollars and its prospect of reorganization are at
stake.

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


WHITE BIRCH: Court Recognizes Canadian Sanction Order
-----------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia issued an order recognizing the order
of the Superior Court, Commercial Division, for the Judicial
District of Montreal sanctioning the Canada's Companies' Creditors
Agreement Act plan of White Birch Paper Company and its
debtor-affiliates.

                         About White Birch

White Birch Paper Company -- http://www.whitebirchpaper.com/-- is  
the second largest newsprint manufacturer in North America with
operations in both Canada and the United States.

The Company filed for Chapter 15 protection on February 24, 2010
(Chapter 15 E.D. Va. Case No. 10-31234).  White Birch estimated
assets of $100 million to $500 million and liabilities of $500
million to $1 billion.

Its debtor-affiliate, Bear Island Paper Company, L.L.C., filed for
Chapter 11 protection (Bankr. Case No. 10-31202).  In its petition,
Bear Island estimated assets of $100 million to $500 million and
debts ranging from $500 million to $1 billion.


YELLOWSTONE MOUNTAIN: Trust Files Reply Brief in 9th Cir. Appeal
----------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that Yellowstone
Mountain Club LLC told the U.S. Court of Appeals for the Ninth
Circuit on Sept. 22, 2015, that a bankruptcy judge improperly cut
the damages the resort could collect from its founder from $286
million to only $40.9 million.

The Yellowstone Club Liquidating Trust filed a reply brief arguing
that U.S. Bankruptcy Judge Ralph B. Kirscher improperly interpreted
the law when he restricted the damages that the trust could collect
from founder Timothy Blixseth to $40.9 million in December 2012.

              About Yellowstone Mountain Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski   
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


[*] Kansas Judge Appointed Head of 10th Cir. Bankruptcy Panel
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that U.S. Bankruptcy
Judge Janice Miller Karlin, who has served as a bankruptcy judge in
Kansas since 2002, has been appointed the new chief judge of the
Tenth Circuit's bankruptcy appeals panel.

In her new role effective Sept. 4, Judge Karlin, who will continue
to serve as a bankruptcy judge in Topeka, Kansas, will oversee the
administration of the Tenth Circuit's bankruptcy appellate panel.
Judge Karlin has served on the BAP since 2008.

The chief judge is also responsible for conducting administrative
meetings.


[*] Securities Litigator Richard Kirby Joins Baker & McKenzie
-------------------------------------------------------------
Richard (Rick) Kirby has joined Baker & McKenzie's Litigation and
Government Enforcement practice as a partner in Washington, DC,
adding more than three decades of experience handling complex
corporate, securities, commercial, bankruptcy and administrative
law issues through negotiation, alternative dispute resolution and
litigation.

Mr. Kirby spent more than a decade working at the Securities and
Exchange Commission before entering private practice, and he has
represented persons involved in SEC, Justice Department, and state
and self–regulatory organization enforcement investigations.  He
also represents defendants in parallel private securities fraud and
derivative actions.

"Companies and executives are under intense scrutiny in today's
complex and fast-moving regulatory enforcement environment," said
Rick Hammett, the Firm's North American Managing Partner. "Rick's
experience in dealing with law enforcement agencies gives him a
unique ability to assess risks, provide insightful advice and make
proactive recommendations for our clients."

Mr. Kirby joins the Firm from K&L Gates in Washington, DC, along
with partner Laura Clinton.  Ms. Clinton is an experienced
litigator with a background in securities, commercial, and
government litigation.  She has defended corporate and individual
clients in securities fraud actions before the federal courts and
in FINRA arbitrations.  Ms. Clinton has litigated a wide variety of
business disputes, including partnership claims, tax issues,
consumer protection act allegations, and other commercial matters.
Together, the team offers significant depth in securities and
complex commercial disputes, and they have participated on behalf
of clients in many of the major recent broker-dealer liquidations
under the Securities Investor Protection Act.  They currently
represent dozens of victims of the Madoff Ponzi scheme in defending
clawback claims by the SIPA trustee and recently obtained a
favorable ruling that dismissed many of the Trustee’s claims,
preserving millions of dollars for victims.

Mr. Kirby has particular knowledge of workouts arising from Ponzi
schemes. He organized the victims of the Bayou Ponzi scheme,
secured a court-appointed equity receiver on their behalf, and
served as lead counsel to the creditors’ committee appointed in
that financial workout, and has also represented clients involved
in Ponzi schemes in Florida, Ohio and Washington.

While at the SEC, Mr. Kirby worked in the Office of the General
Counsel, where he briefed and argued more than 50 major securities
cases. He concentrated in issues involving SEC law enforcement
efforts at obtaining ancillary equitable relief through
receiverships and disgorgement. Mr. Kirby also supervised SEC
participation in reorganization cases under Chapter 11 of the
Bankruptcy Code. He also oversaw the SEC representation in the
bankruptcy reorganization case of Drexel Burnham Lambert, Inc. and
the administration of the related Drexel and Michael Milken private
securities litigation settlement funds.

"Clients are increasingly looking for globally coordinated
representation as they manage risk and investigations in this era
of increasing multi-jurisdictional enforcement," said Mr. Kirby.
"I'm excited to join Baker & McKenzie's exceptional team and expand
the capabilities I can offer clients."

The Firm's team of compliance attorneys advises multinational
companies to assess and enhance compliance programs, conduct
complex global internal investigations, and deal with US
authorities and regulatory bodies around the world.  The team
includes a group of highly-regarded former federal prosecutors and
compliance experts, offering clients insight gained from dozens of
years of experience at the US Department of Justice and other
agencies.

The Firm recently further enhanced its global investigations
capability with the addition of former senior DOJ attorney Ryan
Fayhee and trade compliance attorney Maurice Bellan, both based in
Washington, DC. The Firm also added high profile in-house
investigations partner Jonathan Peddie in London.

Mr. Kirby and Ms. Clinton are the latest in a series of prominent
lateral hires to join the Firm in Washington, DC.  In recent
months, transfer pricing attorney Barbara Mantegani joined the
office, as did litigator Edward "Teddy" Baldwin and anti-corruption
compliance lawyer Howard Weissman.

Mr. Kirby received his B.S. from Lehigh University and his J.D.
from Catholic University of America Columbus School of Law.  Ms.
Clinton earned a B.A. from the University of Oregon and her J.D.
from the University of Chicago.


[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations
-------------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at http://bit.ly/1nqvQ7V

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.

Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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