TCR_Public/150929.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, September 29, 2015, Vol. 19, No. 272

                            Headlines

800 BUILDING: Asks Court to Extend Plan Filing Date to Jan. 12
ACME CAKE: Judge Trims Legal Misconduct Claims in Sabatini Suit
ALLIED SECURITY: S&P Affirms 'B' CCR; Outlook Stable
ALLY FINANCIAL: Fitch Revises Rating on 2018 Notes to 'BB'
AMC ENTERTAINMENT: Moody's Raises CFR to B1; Outlook Stable

ANNA'S LINENS: Has Final Authority to Obtain $80MM DIP Loan
AOXIN TIANLI: Receives NASDAQ Listing Non-Compliance Notice
ARCH COAL: Lenders to Urged to Reach Consensus
AUBURN TRACE: Delray Wins Nod to Prosecute Foreclosure
AUBURN TRACE: Plan Hearing Deferred Pending Settlement Approval

AUBURN TRACE: Plan Unconfirmable, Says Delray Beach
BEHAVIORAL SUPPORT: Gupta Directed to Turnover Schwab Account
BERNARD L. MADOFF: Picard Seeks to Block Kingate Appeal
BERNARD L. MADOFF: Picard Wants Motions to Intervene Blocked
BLACK ELK ENERGY: Sullivan & Worcester Files Rule 2019 Statement

BOISE COUNTY, ID: Moody's Affirms Ba2 Rating on $1.4MM GO Debt
BPZ RESOURCES: Oct. 1 Hearing on Adequacy of Plan Disclosures
BULLIONDIRECT INC: Files Bankruptcy Rule 2015.3 Report
C WONDER: Admin. Claims, Final Fee Applications Due October
C WONDER: Liquidation Plan Confirmed by N.J. Judge

CAESARS ENTERTAINMENT: Noteholder Seeks Class Certification
CARLSTAR GROUP: Moody's Affirms B1 CFR After Repurchase Offer
CARMIKE CINEMAS: Moody's Confirms B2 CFR; Outlook Stable
CINEMARK USA: Moody's Confirms B1 CFR; Outlook Stable
CONSTAR INT'L: Settles with Lenders in Sham Incentive Pay Deal

DIAMONDHEAD CASINO: December Trial on Involuntary Chapter 7
DRD TECHNOLOGIES: Has Until Oct. 30 to Decide on Leases
DYNCORP INT'L: S&P Lowers Rating to 'CCC' as Debt Payment Looms
DYNEGY INC: Moody's Affirms B2 CFR & Revises Outlook to Positive
EAGLE INC: Employs Barrasso Usdin as Local Counsel

EAGLE INC: Taps Young Conaway as Bankruptcy Counsel
ELDORADO GOLD: S&P Affirms 'BB' CCR; Outlook Stable
ENBRIDGE ENERGY: Moody's Affirms Ba1 Rating on Jr. Sub. Bonds
ENERGY FUTURE: Unsecured Creditors Seek Delay of Plan Approval
FNB CORPORATION: Moody's Rates Non-Cumulative Preferred Stock Ba2

FOOT LOCKER: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable
G & S METAL: Court Trims Claims Against Continental Casualty
GMI USA: Meeting Today to Form Creditors' Committee
GOODRICH PETROLEUM: S&P Lowers Rating on 8.875% Sr. Notes to D
HERCULES OFFSHORE: Court Confirms Prepackaged Ch. 11 Plan

HII TECHNOLOGIES: Hires Stout Risius as Restructuring Advisors
HII TECHNOLOGIES: Wants to Reject 21 Executory Contracts
IFS FINANCIAL: 5th Circuit Affirms Removal of Chapter 7 Trustee
IRACORE INTERNATIONAL: Moody's Lowers CFR to Caa2; Outlook Neg.
JDN PROPERTIES: Court Enforces Deal Between Ch. 7 Trustee & Natale

KEY ENERGY: S&P Lowers CCR to 'CCC+'; Outlook Stable
MANULIFE US REIT: S&P Affirms Prelim. 'BB' CCR; Outlook Stable
MIDWAY GOLD: Gavin/Solmonese OK'd as Panel's Financial Advisor
MIDWAY GOLD: Has Authority to Use Cash Collateral Until Nov. 6
MOTORS LIQUIDATION: Ignition Switch Suit Remains in Bankr. Court

MPF HOLDINGS: Trustee Cannot Sue to Recover Payments to Mustang
OCWEN FINANCIAL: S&P Affirms 'B' ICR & Removes from Watch Negative
PATRIOT COAL: U.S. Trustee Amends Retiree Panel Appointment
PETTERS COMPANY: Trustee Gets Approval to Take Part in Mediation
PROPETRO SERVICES: Moody's Lowers CFR to Caa2; Outlook Negative

PROPETRO SERVICES: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
REGAL ENTERTAINMENT: Moody's Confirms B1 CFR; Outlook Stable
RELATIVITY MEDIA: Bid Deadline Passes, Offers for Assets Are Low
RELATIVITY MEDIA: Bonus Retention Plans Get Court Approval
RELATIVITY MEDIA: Netflix Has Paid $283 Million to Use Films

REPUBLIC AIRWAYS: Agrees with Pilots on Tentative Labor Pact
RESIDENTIAL FUNDING: MIG Partners' Bid to Withdraw Reference Denied
RGIS SERVICES: Moody's Affirms B3 CFR & Changes Outlook to Neg.
RKI EXPLORATION: Moody's Withdraws B2 Corporate Family Rating
ROBERT DEMAURO: Judge Drills Down on Tuition Payments

SABINE OIL: U.S. Trustee to Hold 341 Meeting Today
SAMSON RESOURCES: Meeting Tomorrow to Form Creditors' Committee
SFX ENTERTAINMENT: Moody's Considers $60MM Funding as Credit Pos.
STANDARD REGISTER: Plan, Disclosures Hearing Set for Nov. 16
TRADER CORPORATION: Moody's Raises CFR to B2; Outlook Stable

TRANSOCEAN INC: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.
WET SEAL: Wants Until Nov. 30 to Solicit Plan Acceptances
[] More Smaller US Colleges Expected to Close, Merge
[^] Large Companies with Insolvent Balance Sheet

                            *********

800 BUILDING: Asks Court to Extend Plan Filing Date to Jan. 12
--------------------------------------------------------------
The 800 Building, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Illinois to extend the exclusive period to
file a chapter 11 plan through and including January 12, 2016, and
to solicit votes for that plan through and including March 11,
2016.

The Debtor explains that it seeks to maintain exclusivity so that
parties with competing interests do not derail its efforts to
formulate a consensual plan.  Maintaining exclusivity fosters
stability and predictability that comes with engaging with the
Debtor as the only potential plan proponent, the Debtor asserts.
It is worth noting that the proposed extension is relatively short
-- only 4 months, the Debtor adds.

The Debtor is represented by:

          David J. Fischer, Esq.
          Phillip W. Nelson, Esq.
          LOCKE LORD LLP
          111 South Wacker Drive
          Chicago, Illinois 60606
          Tel: (312) 443-0700
          Fax: (312) 443-0336
          Email: david.fischer@lockelord.com
                 phillip.nelson@lockelord.com

                 About The 800 Building

The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street.  The
company
is owned by Leon and Helen Petcov and is managed by Leon Petcov.

The 800 Building, LLC sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 15-17314) on May 15, 2015.  The Debtor disclosed
$21,564,298 in assets and $33,706,487 in liabilities as of the
Chapter 11 filing.

The case is assigned to Judge Pamela S. Hollis.  The Debtor tapped
Phillip W. Nelson, Esq., at Locke Lord LLP, in Chicago, as counsel.


ACME CAKE: Judge Trims Legal Misconduct Claims in Sabatini Suit
---------------------------------------------------------------
Bonnie Eslinger at Bankruptcy Law360 reported that a New York
federal judge on Sept. 23, 2015, trimmed legal misconduct claims in
Sabatini Frozen Foods' $2 million suit accusing attorneys at
Weinberg Gross & Pergament LLP of thwarting recovery on a breach of
contract judgment, but kept alive a fraudulent initiation of
bankruptcy claim.

Sabatini Frozen Foods LLC filed its complaint in New York
bankruptcy court in April 2014 accusing Weinberg Gross & Pergament
and one of its partners, Marc Alan Pergament, of willfully delaying
the company's breach of contract case against Acme Cake Co. Inc.

Acme Cake Co., Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 08-41965) on April 2, 2008, after a jury verdict
was rendered in favor of Sabatini in excess of $1.7 million.  The
bankruptcy petition was filed prior to entry of the
judgment.  The Company estimated under $1 million in assets and
debts in its petition.

Weinberg, Gross & Pergament LLP served as the Debtor's counsel.
Stuart, Edelstein, Linderman & Co, Inc., acted as accountants for
the Debtor.

Finkel Goldstein Rosenbloom & Nash, LLP, served as attorneys for
the Committee.  Kelley Drye replaced Finkel Goldstein in November
2008.  Backenroth, Frankel & Krinsky, LLP replaced Kelley Drye in
July 2009.


ALLIED SECURITY: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Conshohocken, Pa.-based Allied Security
Holdings LLC.  The outlook is stable.

"At the same time, we affirmed our 'B+' issue-level rating and '2'
recovery rating on the company's first-lien credit facilities,
including an $81 million revolving credit facility due 2019 and a
$704 million term loan due 2021 ($665 million outstanding).  The
'2' recovery rating indicates our expectation for lenders to
receive substantial (70% to 90%, at the lower end of the range)
recovery in the event of a payment default.  In addition, we
affirmed our 'CCC+' issue-level rating and '6' recovery rating on
its $295 million second-lien term loan due 2021.  The '6' recovery
rating indicates our expectation for lenders to receive negligible
(0% to 10%) recovery in the event of a payment default.  Our
ratings assume the transactions close on substantially the same
terms presented to us," S&P said.

"The ratings reflect Allied Security's 'highly leveraged' financial
risk profile, participation in the fragmented manned security
services industry, and narrow business focus," said Standard &
Poor's credit analyst Peter Deluca.

"We have also factored into the rating the company's good market
position, flexible cost structure, diversified client base, and
good client retention experience," he added.

S&P's assessment of Allied Security's financial risk profile as
"highly leveraged" incorporates S&P's belief that capital
allocation decisions could restrict the company from materially
strengthening its credit measures for an extended time period.

S&P's "weak" business risk assessment on Allied Security reflects
that the company participates in a highly competitive industry, but
has a good market position in the domestic manned-security industry
and solid profitability.

The stable rating outlook reflects S&P's expectation that Allied
Security will be able to support its high debt levels, given its
good market position in the growing manned guard sector.  S&P
expects the company to at least maintain credit measures near
current levels, including leverage in the mid-7x area, over the
next year to maintain the stable outlook.

S&P could lower its ratings if EBITDA interest coverage decreases
to below 2x on a sustained basis, which could result from
unexpected customer contract losses, leading to cash flow and
profit declines.  This could occur if EBITDA declines by
approximately 20%.

Given the company's debt levels and financial sponsor ownership, it
is unlikely that S&P would consider an upgrade in the next year.
Longer term, S&P would consider an upgrade if the company is able
to improve credit measures, which could result from the company
adopting a less aggressive financial policy, such that leverage
decreases to below 5x on a sustained basis.  S&P estimates this
could occur if the company pays down approximately $350 million in
debt (assuming current debt and EBITDA.)



ALLY FINANCIAL: Fitch Revises Rating on 2018 Notes to 'BB'
----------------------------------------------------------
Fitch Ratings has revised the rating assigned to Ally Financial
Inc.'s (Ally) $482.9 million 8.0% Subordinated Notes due 2018
(CUSIP: 36186CCA9) to 'BB' from 'BB+'.

Fitch previously had mischaracterized these notes as a senior
unsecured debt obligation. The rating revision does not reflect any
credit concerns with respect to Ally, and Ally's 'BB+' Issuer
Default Rating (IDR) and Stable Rating Outlook are unaffected by
this action.

KEY RATING DRIVERS - SUBORDINATED DEBT
The revision of the subordinated debt rating reflects the
subordinated nature of the debt class relative to Ally's senior
secured and senior unsecured debt obligations.

RATING SENSITIVITIES - SUBORDINATED DEBT
The rating assigned to the subordinated debt is one-notch below
Ally's IDR, and therefore would be expected to move in tandem with
any change in Ally's IDR. Additionally, the notching between the
subordinated debt and the IDR could widen to the extent that
Fitch's view of the recovery prospects for the subordinated debt
decreased.

Fitch has taken the following rating action:

Ally Financial Inc.

-- $482.9 million 8.0% Subordinated Notes due 2018 revised to
    'BB' from 'BB+'.



AMC ENTERTAINMENT: Moody's Raises CFR to B1; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded AMC Entertainment Inc.'s
corporate family rating to B1 from B2.  The secured credit
facilities were upgraded to Ba1 from Ba2 and the subordinate notes
due 2020, 2022 and 2025 were upgraded to B2 from B3.  The outlook
is stable.

These actions conclude the review for upgrade initiated on
June 16, 2015, upon the adoption of Moody's updated approach for
standard adjustments for operating leases, which is explained in
the cross-sector rating methodology Financial Statement Adjustments
in the Analysis of Non-Financial Corporations, published on June
15, 2015.  The upgrade reflects a meaningful improvement in
leverage which has fallen steadily and substantially.  In addition
we observe strength in a number of key credit factors, relative to
its peers.  This includes high market share, leading returns on its
asset base, and strong cash flows. Moody's also recognizes the
company's leadership in delivering a high quality experience to its
customers with a strong commitment to invest in the business.  This
is evident in its general bias toward more productive uses of
capital, and noticeable results in operating performance.

A summary of actions:

Issuer: AMC Entertainment Inc.

Upgrades:
  Corporate Family Rating, Upgraded to B1 from B2
  Probability of Default Rating, Upgraded to B1-PD from B2-PD
  Backed Senior Subordinated Notes due 2020 and 2022, Upgraded to
   B2, LGD5 from B3, LGD5
  Senior Subordinated Notes due 2025, Upgraded to B2, LGD5 from
   B3, LGD5
  Senior Secured 1st Lien Bank Credit Facilities due 2018 and
   2020, Upgraded to Ba1, LGD2 from Ba2, LGD2

Affirmations:
  Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:
  Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

AMC's B1 corporate family rating incorporates the company's liberal
use of operating cash flow and the constraints imposed by a mature
industry experiencing a secular decline in attendance.
Additionally, the company is challenged by a dependence on a
limited number of movie studios, an unpredictable box office
result, and emerging competitive threats.  Despite these
challenges, the company is one of the four largest operators in the
US with a 17% North American market share that has remained steady
over the last five years.  In addition to size and scale, the
company benefits from barriers to entry into the first-run window
for theatrical distribution, pricing power, high margins, and good
liquidity.

Despite prior challenges experienced during early 2000 when the
sector overbuilt and several major operators filed for bankruptcy,
the industry can be and is a durable business when capital
structures are reasonable and capital is allocated at a rational
pace for expansion and other uses.  Since its founding in 1920, the
company has grown in size and scale through multiple recessions,
variability in the movie slate, and technological advances, proving
the business model is resilient.  AMC has moderate leverage at 4.7x
(Moody's adjusted at June 30, 2015) and has used a modest 32% of
its funds from operations (as reported) to grow through acquisition
during the last five years.

AMC's liquidity is good, as defined by its SGL-2 speculative grade
liquidity rating.  Moody's views is supported by strong cash flows,
a substantial cash balance, a moderately sized revolver that is
likely to be temporarily drawn to partially fund an acquisition,
and the value of the company's alternative sources of capital.  AMC
also benefits from a long dated capital structure, with no
meaningful maturities prior to its term loan due in April 2020.

The stable outlook reflects our expectation the company will
generate positive free cash flow (after dividends), as well as
leverage sustained below 5.0 times (Moody's adjusted debt/EBITDA).
Given the maturity of the industry, limited opportunities for
growth, and the secular decline in attendance driven by the rise in
competitive threats, an upgrade is unlikely.  The company would
need to substantially improve its market position, competitive
defenses, and demonstrate sustained free cash to debt in excess of
5%; and leverage of Debt-to-EBITDA sustained under 4.0x.

A downgrade could result from sustained negative free cash flow,
leverage of debt-to-EBITDA sustained above 5.0x, significant
shareholder returns, or a weakening of the business model or
strategic position of the company.

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



ANNA'S LINENS: Has Final Authority to Obtain $80MM DIP Loan
-----------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California, Santa Ana Division, authorized Anna’s Linens, Inc.,
on a final basis, to obtain a senior secured super-priority
revolving credit facility from Salus Capital Partners, LLC.

The DIP Lender agrees to provide for a non-amortizing revolving
credit facility of up to $80,000,000 for revolving advances to the
Debtor.  The proceeds of which will be used solely to: (a)
extinguish certain Pre-Petition Obligations in the amount of
approximately $66.425 million, consisting of approximately (1) $63
million in principal and interest, (2) $3.2 million in early
termination fees, and (3) $225,000 in credit monitoring fees; (b)
pay fees, costs and expenses in connection with the DIP Financing
Agreement, including payment of the Agent's and DIP Lender's
reasonable attorney's fees and other out of pocket expenses; (c)
pay Debtor's postpetition operating expenses incurred in the
ordinary course of business; (d) pay costs and expenses of
administration of this Chapter 11 Case, including payment of the
Debtor's professional fees; and, (e) pay other amounts as specified
in the Approved Budget and/or operative documentation and allowed
by the Bankruptcy Court, in the case of (c) through (e), in amounts
and categories consistent with the Approved Budget.

The DIP Facility accrues interest at LIBOR plus 8.5%, with a
minimum interest rate of 8.75%, paid monthly in arrears. During an
event of default, the applicable rate will increase by 4%.
The DIP Facility also provides for a closing fee equal to 0.5% of
the aggregate DIP Facility commitment amount of approximately $20
million in excess of the Prepetition Obligations, which fee will
be fully earned and due and payable on the Closing Date. An exit
fee equal to 1.0% of the aggregate of the aggregate DIP Facility
commitment amount of approximately $20 million in in excess of the
Prepetition Obligations, which fee will be fully earned on the
Closing Date, and concern sale so exit fee will be reduced to
0.5%.

The Court overruled all objections to the final approval of the DIP
financing request.  Shewak Lajwanti Home Fashions, Inc., P & A
Marketing, Inc., and Panda Home Fashions, LLC, objected to the DIP
financing request.

In response, the Debtor asserted that it is disingenuous for the
creditors to re-argue their opposition to the financing under a
guise of a "Limited Objection" to form of order.  Salus joined in
the Debtor's response and explained that the Motion was heavily
negotiated by the Debtor, the Official Committee of Unsecured
Creditors and the DIP Agent.  The parties, Salus told the Court,
worked hard to reach a compromise that would allow this Chapter 11
Case to proceed in a manner that will maximize value in the
assets.

A full-text copy of the Final DIP Order with Budget is available at
http://bankrupt.com/misc/ANNASdipord.pdf

The Debtor is represented by:

          David B. Golubchik, Esq.
          Eve H. Karasik, Esq.
          Juliet Y. Oh, Esq.
          Lindsey L. Smith, Esq.
          LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
          10250 Constellation Boulevard, Suite 1700
          Los Angeles, California 90067
          Tel: (310) 229-1234;
          Fax: (310) 229-1244
          Email: dbg@lnbyb.com
                 ehk@lnbyb.com
                 jyo@lnbyb.com
                 lls@lnbyb.com

The DIP Agent, Salus Capital Partners, LLC, is represented by:

          Howard J. Steinberg, Esq.
          GREENBERG TRAURIG, LLP
          1840 Century Park East, Suite 1900
          Los Angeles, California 90067
          Tel: (310) 586-7700
          Fax: (310) 586-7800
          Email: steinbergh@gtlaw.com

             -- and --

          Jeffrey M. Wolf, P.C., Esq.  
          Joseph P. Davis, P.C., Esq.  
          GREENBERG TRAURIG, LLP
          One International Place
          Boston, Massachusetts 02110
          Tel: (617) 310-6000
          Fax: (617) 310-6001
          Email: wolf@gtlaw.com
                 davis@gtlaw.com

             -- and --

          Nancy A. Mitchell, P.C., Esq.  
          Paul T. Martin, P.C., Esq.   
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          New York, New York 10166
          Tel: (212) 801-9200
          Fax: (212) 801-6400
          Email: mitchell@gtlaw.com
                 martin@gtlaw.com

                      About Anna's Linens

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

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

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

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


AOXIN TIANLI: Receives NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------------
Aoxin Tianli Group, Inc., a diversified company with businesses in
hog farming and manufacture and marketing of electro-hydraulic
servo-valves and optical fiber hardware and software solutions, on
Sept. 25 disclosed that on September 21, 2015 the Company received
a letter from the NASDAQ Stock Market stating that for the previous
30 consecutive business days, the closing bid price of the
Company's stock was below the minimum bid price of $1.00 per share
for continued listing on the NASDAQ Capital Market pursuant to
NASDAQ Marketplace Rule 5550(a)(2).  The NASDAQ letter has no
immediate effect on the listing of the Company's shares.

In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the
Company has been provided with a period of 180 calendar days, or
until March 21, 2016, to regain compliance with the Minimum Bid
Price Rule.  If at any time during this 180-day period the closing
bid price of the Company's Common Shares is at least $1.00 for a
minimum of ten consecutive days, NASDAQ will provide written
confirmation of compliance and the matter will be closed.

The Company intends to evaluate available options to resolve the
deficiency and regain compliance with the Minimum Bid Price Rule.

                 About Aoxin Tianli Group, Inc.

Aoxin Tianli Group, Inc., previously known as Tianli Agritech,
Inc., is a diversified company with businesses in hog farming and
manufacturing and marketing of electro-hydraulic servo-valves and
optical fiber hardware and software solutions.  Under a New
Strategic Development Plan adopted in July 2014, the Company plans
to continue to diversify through targeted investments and
acquisitions in selected high-growth industries such as equipment
manufacturing, optoelectronics, new material & new energy products,
electromechanics and healthcare devices.  The Company is
headquartered in Wuhan City, Hubei Province.





ARCH COAL: Lenders to Urged to Reach Consensus
----------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that a state court judge floated the idea of appointing a
mediator to help sort out a legal dispute over an Arch Coal Inc.
bond-swap deal that advocates say would keep the coal company out
of bankruptcy.

According to the report, Justice Saliann Scarpulla of the New York
State Supreme Court said she had someone in mind who she believed
could help resolve litigation brought by an affiliate of GSO
Capital Partners, one of Arch's minority lenders.  She urged GSO,
which supports a proposal to fix Arch's balance sheet by swapping
more than $3 billion in bond debt, and the majority lenders that
oppose the deal to resolve their issues out of court, the report
related.

                          About Arch Coal

Arch Coal, Inc.'s primary business is the production of thermal
and
metallurgical coal from surface and underground mines located
throughout the United States, for sale to utility, industrial and
steel producers both in the United States and around the world.
The
Company currently operates mining complexes in West Virginia,
Maryland, Virginia, Illinois, Wyoming and Colorado.

Arch Coal reported a net loss of $558.3 million in 2014, a net
loss
of $641.8 million in 2013 and a net loss of $683.7 million in
2012.
As of June 30, 2015, the Company had $8 billion in total assets,
$6.6 billion in total liabilities and $1.4 billion in total
stockholders' equity.

                            *     *     *

The Troubled Company Reporter, on July 8, 2015, reported that
Fitch Ratings has downgraded the Issuer Default Rating of Arch
Coal, Inc. to 'C' from 'CCC'.  The downgrade follows Arch Coal's
announcements of exchange offers which Fitch considers Distressed
Debt Exchanges in accordance with Fitch's Distressed Debt Exchange
criteria.

The TCR, on May 6, 2015, reported that Moody's Investors Service
downgraded the corporate family rating of Arch Coal, Inc to Caa3
from Caa1 and the probability default rating to Caa3-PD from
Caa1-PD.  The downgrade follows the continued stress on the coal
sector, and the resulting deterioration in the company's credit
metrics.  At the same time, Moody's downgraded the ratings on the
senior secured term loan and bank revolving facility to Caa1 from
B2, the second lien notes to Caa3 from Caa1, and all unsecured
notes to Ca, from Caa2.  Moody's also affirmed the Speculative
Grade Liquidity rating of SGL-3.  The outlook is negative.

As reported by the TCR on July 9, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on St.
Louis-based Arch Coal Inc. to 'CC' from 'CCC+'.  Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
St.
Louis-based Arch Coal Inc. to 'CC' from 'CCC+'.  The rating action
reflects Arch Coal's July 3, 2015, announcement of a private debt
exchange offer for its senior unsecured debt.


AUBURN TRACE: Delray Wins Nod to Prosecute Foreclosure
------------------------------------------------------
Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy for the Southern
District of Florida on Sept. 11, 2015, convened a hearing on Sept.
11, 2015, on the City of Delray Beach's motion for relief from
stay.  

Delray on Aug. 14, 2015, asked the Court to lift the automatic stay
for cause, saying the Debtor's bankruptcy-exit Plan is patently
unconfirmable, and the Forbearance Agreement entered into between
the Debtor and IberiaBank more than two years prior to the Petition
Date waiving the protections from the automatic stay should be
enforced.

The Debtor opposed the motion, saying that it should be permitted
to use the Bankruptcy Code to confirm its Plan that has already
been solicited and accepted by the secured tax claimholders and the
general unsecured claimholders.  It said that based on its proposal
and ability to generate sufficient revenue to effectuate the
necessary repairs and to continue to maintain the property in good
condition and pay all ongoing real estate taxes, cause does not
exist to grant DB relief from the automatic stay pursuant to 11
U.S.C. Sec. 362(d)(1).  The Debtor noted that the Plan has a
reasonable possibility of being confirmed because, since the Plan
has been accepted by both the secured tax claims in Class 1 and the
unsecured creditors in Class 5, the Debtor may "cramdown" the Plan
on DB's non-consenting impaired classes.

Despite the Debtor's objections, Judge Hyman on Sept. 16 entered an
order GRANTING IN PART Delray's Motion.  The judge ruled that the
automatic stay provided by 11 U.S.C. Sec. 362(d) is modified and
ordered that Delray shall have relief, effective Oct. 2, 2015, to
foreclose on its First Mortgage and Second Mortgage on the Debtor's
real property located at:

     Tract C of the Plat of AUBURN TRACE, according to the Plat
     thereof on file in the office of the Clerk of the Circuit
     court in and for Palm Beach County, Florida, recorded in Plat

     Book 64, 184, Public Records of Palm Beach County, Florida.
     a/k/a 625 Auburn Circle West, Delray Beach, Florida 33344

     with such relief from stay limited for the purpose of allowing
Delray to prosecute the foreclosure on both the first mortgage and
the second mortgage, to Final Judgment.

According to the order, Delray will not proceed to sale of the
property without further Court order.

                        About Auburn Trace

Auburn Trace Ltd. is a Florida limited partnership that owns and
operates a restricted rental housing complex located in Delray
Beach, Florida that provides affordable housing to low-income
residents along with a freestanding commercial space.  It owns the
real property located at 625 Auburn Circle W., Delray Beach,
Florida 33444.  The value of the real property is estimated to be
in the range of $9,300,000 to $10,700,000 based on the values of
several appraisals.

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The petition was signed
by Brian J. Hinners, the president.  The case is assigned to Judge
Paul G. Hyman, Jr.

The Debtor disclosed $9.61 million in assets and $9.54 million in
liabilities as of the Chapter 11 filing.  

The Debtor tapped Shraiberg, Ferrara & Landau, P.A., as bankruptcy
counsel.  The Debtor also won approval to hire the Law Offices of
Lowenhaupt & Sawyers as special eviction litigation counsel, and
Kenneth Dennison, CPA and Dauby, O'Connor & Zeleski, LLC as
accountant.

The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.

                           *     *     *

The Debtor has filed a motion seeking an order extending the
exclusive period to solicit acceptances of the Plan for a period of
45 days, through and including Oct. 19, 2015.  The hearing on the
exclusivity extension motion has been continued to Oct. 6, 2015, at
10:00 a.m.



AUBURN TRACE: Plan Hearing Deferred Pending Settlement Approval
---------------------------------------------------------------
As of Sept. 25, 2015, the U.S. Bankruptcy for the Southern District
of Florida has yet to approve the proposed plan of reorganization
that Auburn Trace Ltd.

The Court conducted a hearing to consider approval of the
Disclosure Statement on May 19, and later approved the amended
Disclosure Statement filed on May 22.  The judge set a July 7
deadline for ballots, and a July 16 objection deadline for
confirmation objections, and scheduled a July 21 confirmation
hearing, but that hearing was continued.

On Sept. 1, 2015, the Court conducted an initial hearing on Delray
Beach's Motion to Appoint Chapter 11 Trustee and to consider
confirmation of the Debtor's Plan.

The confirmation hearing was again continued.  The Disclosure
Statement provides that the Court will rule on the Motion for
Approval of Confidential Settlement Agreement Pursuant to Rule 9019
(the "Settlement Motion") and the objection to the same filed by
Delray Beach prior to the Confirmation Hearing.  The Settlement
Motion and Objection have not yet been scheduled for hearing since
the parties are in the process of finalizing discovery.

In a Sept. 9 filing, the Debtor said that it and Delray have
diligently been involved in settlement negotiations in an effort to
resolve their various disputes while continuing to complete
discovery in the event no resolution is reached.  In the event this
matter does not settle, the Debtor and Delray estimate that
discovery will be concluded in two to three weeks.

According to the Debtor, as of Sept. 9, Class 1 (secured tax
claims) and Class 5 (general unsecured creditors) voted in favor of
the Debtor's Plan.  As it relates to the class of unsecured
creditors, the Debtor received ten acceptance votes.  The only two
classes that voted to reject the Plan were the claims of Delray
Beach in Classes 2 and 3.

                         Settlement Motion

On March 20, 2015, the Debtor filed a motion seeking approval of a
settlement agreement with certain affiliates, insiders and former
insiders of the Debtor.  Counterparties to the settlement are
Auburn Development, LLC, Auburn Management, Inc., Village at Delray
GP, LLC ("Withdrawn General Partner"), Brian Hinners, Thomas G.
Hinners, Village at Delray, Ltd., Columbia Housing SLP Corporation
("Special Limited Partner"), and PNC Institutional Fund 44 Limited
Partnership ("Investment Limited Partner").

The dispute being settled relates to a sale of real property by the
Debtor to Village at Delray, Ltd.  According to the closing
statement, $1,000,000 of the purchase price was withheld and was to
be paid to the Debtor after the occurrence of certain events.   The
settlement calls for, among other things, the payment of the
Partnership to the trust account of Sweetapple Broeker & Varkas,
P.L., counsel for the Withdrawn General Partner, Auburn
Development, Auburn Management, Brian Hinners and the Debtor, the
total sum of $1,000,075 ("Payment") by wire transfer.  The
settlement requires the Debtor to execute releases, and a lawsuit
involving the parties will be dismissed.

The City of Delray Beach filed an objection to the Motion.  The
basis of the objection include, inter alia, that: (i) the
ramifications to the Debtor of the settlement are impossible to
discern and that a review of documents that were not included in
the filing would be required; (ii) the settlement involves a
payment in excess of $1,000,000 that is not being paid to the
estate; (iii) the settlement requires the Debtor to execute
releases, which is improper because the Debtor is receiving no
consideration; (iv) there is no explanation provided as to why the
Debtor has agreed to release claims with regard to a scheduled
asset for no consideration; (v) there is no discussion attributing
a value to the asset or a need for litigation to recover the asset;
and (vi) the Debtor needs to provide a more thorough analysis to
explain that each of the Justice Oaks factors have been satisfied.


The Court will rule on the Motion to Approve Settlement Agreement
and the aforementioned objection prior to the Confirmation
Hearing.

                  Summary of Reorganization Plan

As reported in the April 16, 2015 edition of the TCR, Auburn Trace
filed a reorganization plan that allows (i) its owners to retain
control of the company in exchange for a $200,000 contribution, and
(ii) unsecured creditors to recover 100 cents on the dollar if they
wait for payments that begin 2 years from now, or 65 cents on the
dollar if they want payment immediately after confirmation.

Funds to be used to make cash payments under the Plan will be
derived from the Debtor's monthly income, and from the new value
payment estimated to range from $192,719 to $219,714 from owners
Auburn Trace Joint Venture and Brian J. Hinners.

The Debtor estimates the value of its real property ranges between
$9.3 million and $10.7 million.

According to the Disclosure Statement, dated April 6, 2015, the
Plan proposes to treat and claims and interests as follows:

   * Holders of allowed secured tax claims [Class 1] will be paid
100% of the allowed amount of their claims.  They will receive
equal monthly payments, with interest at the statutory rate, over a
period not to exceed five years from the Petition Date, in
accordance with 11 U.S.C. Sec. 1129(a)(9)(D).

   * The allowed secured claim of Iberia Bank [Class 2] as it
relates to the first position mortgage on the Real Property in the
amount of $4,221,558 will be paid in full as follows:

      (i) Commencing on the Effective Date, or as soon thereafter
as is reasonably practicable, for a period of 12 months, the Debtor
will pay interest only monthly payments to Iberia Bank at a fixed
interest rate based at 1 percentage point above the current Prime
Rate as published in the Wall Street Journal (3.25% + 1%),
amortized over 30 years.

     (ii) Upon completion of the interest only payments, the Debtor
will make equal principal and interest monthly payments for a
period of four years at a fixed interest rate based at 1 percentage
point above the current Prime Rate as published in the Wall Street
Journal (3.25% + 1%), amortized over 30 years.

   (iii) In addition to the monthly payments, the Class 2
Claimholder will receive an annual payment in the amount equal to
the Debtor's Net Annual Profits, less the amounts paid to the Class
1 Claimholder, on Jan. 15th of each year until the Allowed Class 2
Claim is paid in full.

    (iv) To the extent the Class 2 Claim is not paid in full based
on the payments referenced in the preceding paragraphs, the entire
outstanding principal balance, together with accrued, but unpaid
interest, will be due and payable on the 5th annual anniversary of
the Effective Date.

   * The allowed secured claim of The City of Delray Beach [Class
3] as it relates to the second position mortgage on the Real
Property in the amount of $4,231,816 will be satisfied as follow:
(1) Auburn Trace Joint Venture and Brian J. Hinner's will make a
lump sum payment of $149,244, which amount represents the
prepetition cure amount in default, (2) the maturity date of the
claim will be reinstated as such maturity existed before such
default, and (3) the Class 3 Claimholder will receive an annual
payment in the amount equal to the Debtor's Net Annual Profits,
less the amounts paid to the Class 1 and Class 2 Claimholders, on
Jan. 15th of each year until the Allowed Class 3 Claim is paid in
full.

   * The holder of the allowed secured claim of the US Small
Business Administration [Class 4] as it relates to the third
position mortgage on the property in the amount of $199,515 will
receive interest-only payments in the first 12 months, principal
and interest monthly payments in the next four years plus an
annual
payment in the amount equal to the Debtor's Net Annual Profits,
less the amounts paid to the Class 1, 2, and 3 claimholders until
the claim is paid in full.

   * The holders of allowed general unsecured claims [Class 5]
expected to total $599,650 will receive payment pursuant to one of
the following two options:

      (1) Election A: Commencing on the date that is the second
annual anniversary of the Effective Date, the holders of the claims
will be paid 100% of the allowed amount of such Claim, without
interest, by receiving equal monthly payments for a period of 36
months. In addition, each claimholder will receive a pro rata
annual payment equal to the Debtor's Net Annual Profits, less the
amounts paid to the Class 1, 2, 3 and 4 Claimholders, on Jan. 15th
of each year until the claims have been in full.

      (1) Election B: Within 30 days of the Effective Date, the
claims will be completely and fully satisfied by the payment in an
amount equal to 65% of the allowed amount of the claim to be funded
by the New Value Payment.

     In the event the holder of an Allowed Class 5 Claim fails to
make an election on the Ballot, the Class 5 Claimholder will
automatically receive the Election A treatment.

   * Holders of equity interests [Class 6] will receive no
distribution under the Plan.  But in exchange for providing the
funds for the New Value Payment, Auburn Trace Joint Venture (1%)
and Brian J. Hinner's (99%) will own the Reorganized Debtor.

According to the Amended Disclosure Statement, not later than 10
days prior to the Confirmation Hearing, Auburn Trace Joint Venture
and/or Brian J. Hinner's, or their assigns, shall file a notice of
filing to demonstrate proof of available funds necessary to make
the New Value Payment, as well as the source of funds.

A red-lined copy of the Amended Disclosure Statement filed May 22,
2015, is available for free at:

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

                        About Auburn Trace

Auburn Trace Ltd. is a Florida limited partnership that owns and
operates a restricted rental housing complex located in Delray
Beach, Florida that provides affordable housing to low-income
residents along with a freestanding commercial space.  It owns the
real property located at 625 Auburn Circle W., Delray Beach,
Florida 33444.  The value of the real property is estimated to be
in the range of $9,300,000 to $10,700,000 based on the values of
several appraisals.

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The petition was signed
by Brian J. Hinners, the president.  The case is assigned to Judge
Paul G. Hyman, Jr.

The Debtor disclosed $9.61 million in assets and $9.54 million in
liabilities as of the Chapter 11 filing.  

The Debtor tapped Shraiberg, Ferrara & Landau, P.A., as bankruptcy
counsel.  The Debtor also won approval to hire the Law Offices of
Lowenhaupt & Sawyers as special eviction litigation counsel, and
Kenneth Dennison, CPA and Dauby, O'Connor & Zeleski, LLC as
accountant.

The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.

                           *     *     *

The Debtor has filed a motion seeking an order extending the
exclusive period to solicit acceptances of the Plan for a period of
45 days, through and including Oct. 19, 2015.  The hearing on the
exclusivity extension motion has been continued to Oct. 6, 2015, at
10:00 a.m.



AUBURN TRACE: Plan Unconfirmable, Says Delray Beach
---------------------------------------------------
The City of Delray Beach, a secured creditor of debtor Auburn
Trace, Ltd., says the Debtor has proposed a reorganization plan
that is fatally flawed and not confirmable on its face.

Counsel to Delray, Robert C. Furr, Esq., at Furr And Cohen P.A.,
points out that the Debtor's Plan fails to account for numerous
essential expenses associated with the operation of its business,
which would result in negative monthly cash flows under the
proposed budget, including, but not limited to, future real estate
and property taxes.

Mr. Furr contends that the Debtor's treatment of Delray in class 2
fails to meet the requirements of 1129(b), where the prepetition
amount owed to Delray in Class 2 is greater than the amounts
proposed in the Plan, the Debtor does not include postpetition
interest due to the Delray, and accordingly the Debtor's interest
calculations on Delray's Class 2 claim are understated.

Furthermore, Mr. Furr notes that the Debtor and its management fail
to make any capital contribution to remediate the Real Property.
The Real Property is in poor condition and requires in excess of
$2.1 million in remediation to bring the Real Property up to par to
meet the requirements under the First Mortgage and Second Mortgage
held by Delray.  

Delray believes that the deterioration of the Real Property is a
continuing nonmonetary default.  As a result, it contends that the
Debtor cannot reinstate the Second Mortgage owed to Delray, as
proposed by the Debtor in Class 3, because the Debtor has not and
cannot cure the nonmonetary default.  As such, according to Delray,
the Debtor is required to provide a market rate of interest and
market terms to Delray as the second mortgage holder.  The market
rate of interest for the Second Mortgage would be 8.50%.  The
Debtor's flat projections do not generate sufficient revenue to
cover these costs, according to Delray.

The City of Delray Beach is represented by:

         FURR AND COHEN P.A.
         Robert C. Furr, Esq.
         Alvin S. Goldstein, Esq.
         Jason S. Rigoli, Esq.
         2255 Glades Road, Suite 337W
         Boca Raton, FL 33431
         Tel: (561) 395-0500
         Fax: (561) 338-7532
         E-mail: rfurr@furrcohen.com
                 agoldstein@furrcohen.com
                 jrigoli@furrcohen.com

                        About Auburn Trace

Auburn Trace Ltd. is a Florida limited partnership that owns and
operates a restricted rental housing complex located in Delray
Beach, Florida that provides affordable housing to low-income
residents along with a freestanding commercial space.  It owns the
real property located at 625 Auburn Circle W., Delray Beach,
Florida 33444.  The value of the real property is estimated to be
in the range of $9,300,000 to $10,700,000 based on the values of
several appraisals.

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The petition was signed
by Brian J. Hinners, the president.  The case is assigned to Judge
Paul G. Hyman, Jr.

The Debtor disclosed $9.61 million in assets and $9.54 million in
liabilities as of the Chapter 11 filing.  

The Debtor tapped Shraiberg, Ferrara & Landau, P.A., as bankruptcy
counsel.  The Debtor also won approval to hire the Law Offices of
Lowenhaupt & Sawyers as special eviction litigation counsel, and
Kenneth Dennison, CPA and Dauby, O'Connor & Zeleski, LLC as
accountant.

The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.

                           *     *     *

The Debtor has filed a motion seeking an order extending the
exclusive period to solicit acceptances of the Plan for a period of
45 days, through and including Oct. 19, 2015.  The hearing on the
exclusivity extension motion has been continued to Oct. 6, 2015, at
10:00 a.m.



BEHAVIORAL SUPPORT: Gupta Directed to Turnover Schwab Account
-------------------------------------------------------------
Judge Karen S. Jennemann of the United States Bankruptcy Court for
the Middle District of Florida, Orlando Division, signed off an
order directing the Gupta Wealth Management, LLC, and/or Charles
Schwab to immediately turnover to Peter Perley, Chief Restructuring
Officer to Behavioral Support Services, Inc., the Charles Schwab
One Account ending in 4291.

Pursuant to the Turnover Order, Gupta is also directed to replace
Sam Young with Mr. Perley and designate Mr. Perley as sole
signatory to the Schwab Account.  Moreover, Gupta is directed to
provide Mr. Perley with information concerning the Schwab Account,
including a current statement for the account and relevant
investment information; and provide Mr. Perley an estimate of any
fees, costs, or penalties associated with liquidating the contents
of the Schwab Account for deposit into BSS's debtor-in-possession
operating account.

The Debtor asked the Court to direct Gupta to turnover property of
the estate, asserting that the Schwab account is property of the
estate.  The Debtor says neither Gupta nor Schwab are "custodians"
within the definition contained in Section 101(11) of the
Bankruptcy and although Gupta and Schwab may have physical
possession or control over the Schwab Account, that does not render
either a "custodian."

The Debtor further asserted that there can be no doubt that the
cash in BSS's Schwab Account has substantial and consequential
value to the estate.  Because of the way in which BSS was
previously operated, BSS may have a number of contingent and
unliquidated claims to provide for in its Chapter 11 plan, the
Debtor said.  Thus, it is critical that the Schwab Account be
immediately turned over to BSS so that BSS has access to the funds
it needs to satisfy claims and so that property of the estate is
not dissipated by unauthorized third parties, the Debtor added.

Behavioral Support Services, Inc., is represented by:

          Tiffany D. Payne, Esq.
          BAKER & HOSTETLER LLP
          200 South Orange Ave.
          SunTrust Center, Suite 2300
          Post Office Box 112 (32802-0112)
          Orlando, FL 32801-3432
          Tel: (407) 649-4000
          Fax: (407) 841-0168
          Email: tpayne@bakerlaw.com

                   About Behavioral Support Services

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

The Company sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
15-bk-04855) on June 2, 2015.  The Debtor disclosed $13,969,705 in
assets and $989,929 in liabilities as of the Chapter 11 filing.

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

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


BERNARD L. MADOFF: Picard Seeks to Block Kingate Appeal
-------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that the Bernard
Madoff liquidation trustee, Irving Picard, urged a New York
bankruptcy judge on Sept. 23, 2015, not to allow feeder fund
manager Kingate Management Ltd. to appeal a decision finding it
must face most of Picard's $825 million clawback suit.

Kingate's liquidators have requested leave to appeal an August
decision by U.S. Bankruptcy Judge Stuart Bernstein largely denying
their motion to dismiss Picard's suit.  The suit demands the return
of $825 million in Ponzi scheme proceeds that Kingate withdrew in
the six years before Madoff's scheme unraveled.

                    About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Picard Wants Motions to Intervene Blocked
------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that the trustee
overseeing the distribution of assets tied to Bernard Madoff's
defunct brokerage told Manhattan U.S. Bankruptcy Judge Stuart M.
Bernstein on Sept. 25, 2015, that defendants in 57 clawback cases
must not be allowed to intervene in a similar case that is ready
for trial in mid-October, because, among other reasons, the
requests are too late.

The bid en masse to intervene comes in Irving H. Picard's lawsuit
seeking to recover some $1.1 million in alleged fictitious profits
realized by former Bernard L. Madoff Investment Securities LLC
employee.

                    About Bernard L. Madoff

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

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

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).  The Chapter 15 case was later
transferred to Manhattan.  In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.

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

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


BLACK ELK ENERGY: Sullivan & Worcester Files Rule 2019 Statement
----------------------------------------------------------------
Jeffrey Gleit, Esq., at Sullivan & Worcester LLP, in New York,
disclosed in a court filing that his firm represents the ad hoc
committee of secured noteholders in the Chapter 11 case of Black
Elk Energy Offshore Operations LLC.

The ad hoc committee is comprised of institutions that have claims
against the company.  Its members or the funds they advise are
holders of the 13.75% Senior Secured Notes due 2015, issued by the
company and Black Elk Energy Finance Corp.

The notes are secured by substantially all of the assets of the
company.  As of August 14, 2014, the aggregate outstanding amount
due on the notes is not less than $68.567 million, according to the
filing.

Mr. Gleit made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

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

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

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

An amended Chapter 11 petition was filed Sept. 10.

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


BOISE COUNTY, ID: Moody's Affirms Ba2 Rating on $1.4MM GO Debt
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on Boise
County School District No. 73 (Horseshoe Bend), Idaho's general
obligation (G.O.) debt.  The rating action affects $1.4 million of
debt.  The outlook on the rating is stable.  Moody's maintains a
Aaa enhanced rating on the district's rated debt outstanding.

SUMMARY RATING RATIONALE

The Ba2 rating affirmation reflects the district's extremely
limited financial flexibility evidenced by a negative fund balance,
lack of liquidity and further challenged by declining enrollment.
The rating also considers the district's practice of using debt
service monies to manage cash flow.  The rating also incorporates
the district's small, concentrated tax base with low wealth levels,
small size of the financial operations and a low debt burden and
rapid amortization of principal.

The Aaa enhanced rating reflects the guaranty of the Idaho School
Bond Guaranty Program, which pledges the state's sales tax revenues
for debt service when due on qualified school districts'
voter-approved general obligation bonds.  Additionally, the state's
Public School Permanent Endowment Fund is required to provide funds
to the state through the purchase of state not issued for payment
of districts' debt service to the extent that funds are not
available from other state sources.  The Aaa-rated program rating
reflects the pledge of the State of Idaho (Aa1 Issuer rating with
stable outlook), ample sales tax revenue coverage of guaranteed
debt service payments, strong state oversight of local school
districts, and the programs' mechanics. For more detailed
information on the state guarantee program, please refer to Moody's
Global Credit Research Rating Update dated July 30, 2001.

OUTLOOK

The stable outlook reflects our expectation that the rating will
remain unchanged until the district demonstrates a trend of
structurally balanced operations and eliminates the negative fund
balance.  The stable outlook also incorporates our view that
financial operations are beginning to show improvement and over the
near-term will benefit from controlled expenditure growth combined
with an improving per-pupil funding environment that should
partially offset declining enrollment.

WHAT COULD MAKE THE RATING GO UP

  Trend of structural balance resulting in sustained improvement
   in reserves and liquidity
  A sustained trend of taxable value growth

WHAT COULD MAKE THE RATING GO DOWN

  Further weakening of the district's financial position
  Prolonged contraction in the tax base

OBLIGOR PROFILE

Located in Boise County, approximately 25 miles north of the City
of Boise (Aa1 Issuer Rating), the district encompasses a very rural
1,900 square miles and provides K-12 education to approximately 240
students in the City of Horseshoe Bend (not rated) and
unincorporated portions of Boise County (not rated).

LEGAL SECURITY

The bonds are secured by the district's full faith, credit and
unlimited property tax pledge.

USE OF PROCEEDS
Not applicable.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



BPZ RESOURCES: Oct. 1 Hearing on Adequacy of Plan Disclosures
-------------------------------------------------------------
BankruptcyData reported that BPZ Resources has filed with the U.S.
Bankruptcy Court an Amended Chapter 11 Plan of Liquidation and
related Disclosure Statement.  

Under the Disclosure Statement, holders of administrative claims,
priority tax claims, Class 1: priority non-tax claims and Class 2:
secured claims will receive payment in full, in cash, of the
allowed amount of such claim.  Holders of Class 3: general
unsecured claims shall receive a pro rata share of the liquidating
trust interests or a one-time payment in cash of 20% of the allowed
amount of such claim.  Holders of Class 4: subordinated claims,
Class 5: equity interests and Class 6: inter-company claims shall
receive no distribution.  

The Disclosure Statement notes, "The Debtor is proposing the Plan
over the alternative of converting the Debtor's bankruptcy case to
chapter 7 of the Bankruptcy Code because the Debtor believes that
(i) the Plan provides a more orderly liquidation and a greater
recovery to Creditors than a chapter 7 liquidation, and (ii) the
Plan avoids unnecessary costs to the Debtor's estate which would
accrue should the Debtor's bankruptcy case be converted to chapter
7 of the Bankruptcy Code."

The Court scheduled an Oct. 1, 2015, hearing to consider the
Disclosure Statement.

                    About BPZ Resources

BPZ Energy -- http://www.bpzenergy.com/-- is an independent oil  
and gas exploration and production company which has license
contracts covering 1.9 million net acres in offshore and onshore
Peru.  BPZ Resources maintains an office in Victoria, Texas, and
through its subsidiaries maintains offices in Lima and Tumbes,
Peru, and Quito, Ecuador.

BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 15-60016) in Victoria, Texas, on March 9, 2015.  The case is
pending before the Honorable David R. Jones.

The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy
counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas
counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker
Hostetler, as the audit committee's special counsel; and Kurtzman
Carson Consultants as claims and noticing agent.

The Debtor disclosed total assets of $364 million and debt of $275
million.

The U.S. trustee overseeing the Chapter 11 case of BPZ Resources
Inc. appointed five creditors of the company to serve on the
official committee of unsecured creditors.  Counsel for the
Committee are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Michael S. Stamer, Esq., and Meredith A. Lahaie, Esq.


BULLIONDIRECT INC: Files Bankruptcy Rule 2015.3 Report
------------------------------------------------------
BullionDirect Inc. filed a report with the U.S. Bankruptcy Court
for the Western District of Texas, disclosing that it holds a
substantial or controlling interest in these companies as of July
20, 2015:

   Companies                    Interest of Estate  
   ---------                    ------------------  
   BDI Trust                          100%
   NBD Holdings LLC                   100%
   Nucleo Development Co., LLC        100%
   NumisDirect LLC               Wholly owned subsidiary of
                                 Nucleo Development Co., LLC

BullionDirect filed the report pursuant to Bankruptcy Rule 2015.3.
The report dated Sept. 9 is available for free at
http://is.gd/5CknU1

                          About BullionDirect

BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 15-10940) on July 20, 2015.  Dan Bensimon signed
the petition as president.  The Debtor disclosed total assets of
$48,107 and total liabilities of $16,955,330 as of the Chapter 11
filing.  Joseph D. Martinec, Esq., at Martinec, Winn & Vickers,
P.C., represents the Debtor as counsel.  Judge Tony M. Davis
presides over the case.

The U.S. Trustee for Region 7 appointed creditors to serve on an
official committee of unsecured creditors.


C WONDER: Admin. Claims, Final Fee Applications Due October
-----------------------------------------------------------
C. Wonder LLC, et al., declared Sept. 11, 2015, as the effective
date of their First Amended Chapter 11 Joint Plan of Liquidation.

Brian Ryniker has been selected, and will serve, as Plan
Administrator in accordance with the Plan.

Requests for payment of Administrative Claims arising on or after
Jan. 22, 2015 through and including the Effective Date must be
filed with the Clerk of the Bankruptcy Court no later than 45 days
after the Effective Date.  Any professional requesting allowance
and/or payment of a claim for compensation or reimbursement for any
period ending on or before the Effective must serve a final fee
application no later than 45 days after the Effective Date.  If the
rejection by a Debtor, pursuant to the Plan, of an Executory
Contract or unexpired leases gives rise to a Claim, a Proof of
Claim must be filed with the claims agent no later than 30 days
after the Effective Date.

                        About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder was a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sold WOMEN'S CLOTHING,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  

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.

                         *     *     *

The Debtors had 29 locations across 13 states in 2014.  But due to
mounting losses, C. Wonder closed most of its stores and was left
with four retail stores in the U.S. (Soho, Flat Iron, Time Warner
Center and Manhasset) as of the bankruptcy filing in January 2015.

The Debtors sold substantially all of their assets approximately
two months after the commencement of the Chapter 11 cases.  The
Debtors no longer maintain active business operations and have been
winding down their affairs for the benefit of the Debtors'
creditors.


C WONDER: Liquidation Plan Confirmed by N.J. Judge
--------------------------------------------------
Early this month, Judge Michael B. Kaplan entered an order
confirming the First Amended Chapter 11 Joint Plan of Liquidation
for C. Wonder LLC, et al.

Women's wear retailer C. Wonder had 29 locations across 13 states
in 2014.  But due to mounting losses, C. Wonder closed most of its
stores and was left with four retail stores in the U.S. (Soho, Flat
Iron, Time Warner Center and Manhasset) as of the bankruptcy filing
in January 2015.

The Debtors sold substantially all of their assets approximately
two months after the commencement of the Chapter 11 cases.  The
Debtors no longer maintain active business operations and have been
winding down their affairs for the benefit of the Debtors’
creditors.

The Debtors filed their First Amended Plan on July 20, 2015.  The
Court on July 21 entered an order conditionally approving the
explanatory Disclosure Statement and set an Aug. 31 joint hearing
to consider approval of the Disclosure Statement and confirmation
of the Plan.

Judge Kaplan ruled that the Plan complies with all applicable
provisions of the Bankruptcy Code, as required by Section
1129(a)(1) of the Bankruptcy Code, including Sections 1122 and 1123
of the Bankruptcy Code.  A copy of the judge's Sept. 2, 2015 order
confirming the Plan is available for free at:

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

Only holders of general unsecured claims against C. Wonder LLC
(Class 2A) and general unsecured claims against CW Holland LLC
(Class 2B) were entitled to vote to accept or reject the Plan.  No
other classes were entitled to vote.

Prime Clerk LLC, certified that 61 creditors (98.4%) with total
claims of $6.59 million (99.4%) voted to accept the Plan while only
one creditor (1.61%) with a claim of $37,600 (0.57%) voted to
reject the Plan.  No votes were received from Class 2B claimants.

Stephen Marotta, the CRO of C. Wonder LLC, said that the Plan -- in
contrast to a Chapter 7 liquidation -- would enable holders of
claims and equity interests to realize the highest possible
recoveries under the circumstances.  A copy of the CRO's
declaration in support of confirmation:

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

The Debtors filed a proposed plan of liquidation that provides that
holders of priority claims against C. Wonder (Class 1A) totaling
$175,000 to $665,000 will be paid 100% of their claims.  Holders of
general unsecured claims (Class 2A) estimated at $18.8 million to
$22.4 million will split available cash, for a recovery of 7.0% to
20.6%.  Holders of equity interests won't receive anything (0%).  

The original iteration of the Disclosure Statement provided that
holders of general unsecured claims (Class 2A) estimated at $18.8
million to $23.3 million will have a recovery of 8.9% to 20.6%.  

A copy of the Amended Disclosure Statement filed July 20, 2015 is
available for free at:

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

                        About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder was a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sold WOMEN'S CLOTHING,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.  

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.


CAESARS ENTERTAINMENT: Noteholder Seeks Class Certification
-----------------------------------------------------------
Jeff Zalesin at Bankruptcy Law360 reported that a Caesars
Entertainment Operating Co. noteholder told a New York federal
judge on Sept. 28, 2015, that class certification is warranted in
his suit alleging a $155 million refinancing deal effectively
ensured his claim would be wiped out in the casino company's
bankruptcy, since all holders of the notes suffered the same
injury.

Creditor Frederick Barton Danner claims that parent company Caesars
Entertainment Corp.'s elimination of a guarantee on his notes in
August 2014 violated the Trust Indenture Act, which broadly
prohibits companies from forcibly paring down bonds.

                  About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CARLSTAR GROUP: Moody's Affirms B1 CFR After Repurchase Offer
-------------------------------------------------------------
Carlstar Group LLC's announcement to offer to repurchase up to
approximately $134 million of its $250 million senior secured notes
is credit positive, according to Moody's Investors Service.  At
this time, however, until the offer is completed, there is no
change to its B1 Corporate Family Rating or negative rating
outlook.  Should Carlstar get substantial participation of its
noteholders in the offer, there could be positive rating
implications.

Headquartered in Franklin, Tennessee, The Carlstar Group LLC
(formerly CTP Transportation Products, "Carlstar") is a leading
global supplier of specialty tires and wheels for non-automotive
applications.  The company has roughly 3,500 employees with 15
manufacturing and distribution facilities.  Carlstar is its primary
brand for tires and wheels.  Reported net revenue for the twelve
months ended June 30, 2015, was approximately $746 million.
Carlstar is privately owned by American Industrial Partners.


CARMIKE CINEMAS: Moody's Confirms B2 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service confirmed the Corporate Family Rating and
Probability of Default Rating of Carmike Cinemas, Inc. at B2 and
B2-PD, respectively.  Concurrently, Moody's confirmed the Ba2
rating on the senior secured credit facilities and B1 rating on the
senior secured second lien notes.  The rating outlook is stable.

These actions conclude the review for upgrade initiated on June 16,
2015, upon the adoption of Moody's updated approach for standard
adjustments for operating leases, which is explained in the
cross-sector rating methodology Financial Statement Adjustments in
the Analysis of Non-Financial Corporations, published on June 15,
2015.  The confirmation reflects our view that the credit risk for
Carmike remains unchanged.

A summary of the actions follow:

Issuer: Carmike Cinemas, Inc.

Confirmations:
  Corporate Family Rating, Confirmed at B2
  Probability of Default Rating, Confirmed at B2-PD
  Senior Secured 1st Lien Rev Credit Facility due 2020, Confirmed
   at Ba2, (LGD1)
  Senior Secured 2nd Lien Notes due 2023, Confirmed at B1, (LGD3)

Affirmations:
  Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:
  Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

Carmike's B2 corporate family rating incorporates the company's
smaller market share and higher leverage relative to its peers, as
well as a liberal use of operating cash flow and the constraints
imposed by a mature industry experiencing a secular decline in
attendance.  Additionally, the company is challenged by a
dependence on a limited number of movie studios, an unpredictable
box office result, and emerging competitive threats.  Despite these
challenges, the company is the one of the largest operators in the
US with 4% North American market share that -- although
significantly trailing its three larger peers - remained steady
over the last five years.  The company benefits from barriers to
entry into the first-run window for theatrical distribution,
pricing power, high margins, and good liquidity.

Despite prior challenges experienced during early 2000 when the
sector overbuilt and several major operators including Carmike
filed for bankruptcy, the industry can be and is a durable business
when capital structures are reasonable and capital is allocated at
a rational pace for expansion and other uses.  Since its founding
in 1982, the company has grown in size and scale through multiple
recessions, variability in the movie slate, and technological
advances, proving the business model can be resilient.  Carmike's
leverage is elevated at 5.3x (Moody's adjusted at June 30, 2015)
and has used a healthy 40% allocation of its funds from operations
(as reported) to grow through acquisition during the last five
years.

In addition, the company is significantly smaller than the industry
leaders, and this relative lack of scale limits purchasing power
with concession and other vendors, as well as negotiating leverage
with the studios.  Carmike's reliance on fewer theaters relative to
rated peers exposes it to potential erosion in key markets, while
its lower audience base constrains potential advertising revenue.
Lack of scale in general provides less flexibility to absorb one
time legal and financing costs and could reduce the company's
ability to access the capital markets, especially in times of
market stress.

Carmike's liquidity is very good, as defined by its SGL-1
speculative grade liquidity rating.  Moody's view is supported by
strong cash flows, a substantial cash balance, a moderately sized
revolver, and the value of the company's alternative sources of
capital.  Carmike also benefits from a long dated capital
structure, with no meaningful maturities until 2023 when its notes
come due.

The stable outlook reflects our expectation the company will
generate positive free cash flow (after dividends), as well as
leverage sustained below 5.75 times (Moody's adjusted debt/EBITDA).
Given the maturity of the industry, limited opportunities for
growth, and the secular decline in attendance driven by the rise in
competitive threats, an upgrade is unlikely. The company would need
to substantially improve its market position, competitive defenses,
and demonstrate sustained debt-to-EBITDA below 4.5x, and free cash
to debt sustained in excess of 5%.

A downgrade could result from sustained negative free cash flow,
debt-to-EBITDA sustained above 5.75x, or a weakening of the
business model or strategic position of the company.

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



CINEMARK USA: Moody's Confirms B1 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service confirmed the Corporate Family Rating and
Probability of Default Rating of Cinemark USA, Inc. at B1 and
B1-PD, respectively.  Concurrently, Moody's confirmed the Ba1
rating on the secured credit facilities, B2 rating on the unsecured
notes, and the B3 rating on the senior subordinated notes.  The
rating outlook is stable.

These actions conclude the review for upgrade initiated on June 16,
2015, upon the adoption of Moody's updated approach for standard
adjustments for operating leases, which is explained in the
cross-sector rating methodology Financial Statement Adjustments in
the Analysis of Non-Financial Corporations, published on June 15,
2015.  The confirmation reflects our view that Cinemark's credit
risk remains unchanged.

A summary of actions follow:

Issuer: Cinemark USA, Inc.

Confirmations:

  Corporate Family Rating, Confirmed at B1
  Probability of Default Rating, Confirmed at B1-PD
  Backed Senior Subordinated Notes due 2021, Confirmed at B3, LGD6
  Backed Senior Secured Term Loan due 2022, Confirmed at Ba1, LGD2
  Senior Secured Revolving Credit Facility due 2017, Confirmed at
   Ba1, LGD2
  Backed Senior Notes due 2022 and 2023, Confirmed at B2, LGD4

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:
  Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

Cinemark's B1 corporate family rating incorporates the company's
liberal use of operating cash flows and the constraints imposed by
a mature industry experiencing a secular decline in attendance.
Additionally, the company is challenged by a dependence on a
limited number of movie studios, an unpredictable box office
result, and emerging competitive threats.  Despite these
challenges, the company is one of the four largest operators in the
US with a 12% North American market share that has grown during the
last five years, and is diversified with over 27% of its revenues
generated overseas.  In addition to size and scale, the company
benefits from barriers to entry into the first-run window for
theatrical distribution, pricing power, high margins, and good
liquidity.

Despite prior challenges experienced during early 2000 when the
sector overbuilt and several major operators filed for bankruptcy,
the industry can be and is a durable business when capital
structures are reasonable and capital is allocated at a rational
pace for expansion and other uses.  Since its founding in 1987, the
company has grown in size and scale through multiple recessions,
variability in the movie slate, and technological advances, proving
the business model is resilient.  Cinemark has moderate leverage at
3.6x (Moody's adjusted at June 30, 2015,) and has used a modest 20%
of its funds from operations (as reported) to grow through
acquisition during the last five years.

Cinemark's liquidity is very good, as defined by its SGL-1
speculative grade liquidity rating.  Moody's view is supported by
strong cash flows, a substantial cash balance, a moderately sized
undrawn revolver, and the value of the company's alternative
sources of capital.  Cinemark also benefits from a long dated
capital structure, with no meaningful maturities prior to its
subordinate notes due in June 2021.

Cinemark's stable outlook reflects our expectation the company will
generate positive free cash flow (after dividends), as well as
leverage sustained below 5 times (Moody's adjusted debt/EBITDA).
Given the maturity of the industry, limited opportunities for
growth, and the secular decline in attendance driven by the rise in
competitive threats, an upgrade is unlikely. The company would need
to substantially improve its market position, competitive defenses,
and demonstrate sustained free cash to debt in excess of 5%, and
sustained leverage below 4x debt-to-EBITDA.

A downgrade could result from sustained negative free cash flow,
leverage sustained above 5x debt-to-EBITDA, or a weakening of the
business model or strategic position of the company.

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



CONSTAR INT'L: Settles with Lenders in Sham Incentive Pay Deal
--------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that Constar's
bankruptcy estate now known as Capsule International Holdings LLC,
told a Delaware bankruptcy judge on Sept. 28, 2015, that it has
reached a settlement with lenders in the lawsuit over an alleged
sham incentive pay deal to divert money to the Debtor's executives,
but connected accusations aimed at former counsel Dechert LLP
remain pending.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.) filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert
S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the Debtors'
claims and noticing agent, and administrative advisor.  Lincoln
Partners Advisors LLC serves as the Debtors' financial advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million against
$123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal North
America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3
million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration Proceeding
follows the closing of the sale of the U.K. assets to Sherburn
Acquisition Limited.  The Delaware Bankruptcy Judge authorized the
U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727,
(or US$7,046,000), less the deposit in the sum of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent
and agent under the revolving loan facility, consented to the
administration of Constar U.K. and the appointment of the Joint
Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group,
Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II,
Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule
International U.K. Limited (Foreign).

Christopher R. Murray of Diamond McCarthy LLP, serves as special
litigation counsel for the Constar bankruptcy estate.


DIAMONDHEAD CASINO: December Trial on Involuntary Chapter 7
-----------------------------------------------------------
David A. Cohen, DDM Holdings, LLC, Robert F. Skaff Jr., F. Richard
Stark, Arnold J. Sussman, and David J. Towner ask the U.S.
Bankruptcy Court for the District of Delaware to appoint an interim
Chapter 7 trustee for Diamondhead Casino Corporation.  In the
alternative, they ask the Court to name a Chapter 11 trustee should
the involuntary bankruptcy case be converted.

Cohen, et al., who filed a petition to place Diamondhead Casino in
bankruptcy, also filed papers defending their bankruptcy bid, and
fight off the Company's bid to dismiss the case.

Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge said on Sept. 24, 2015, she would consider in
December a push by creditors to force Diamondhead Casino, which
aims to build a potentially lucrative luxury resort in Mississippi,
into bankruptcy with a trustee appointed to oversee the case on
allegations the company has been "grossly mismanaged.

During a hearing in Wilmington, U.S. Bankruptcy Judge Laurie Selber
Silverstein said she would allow both sides to go through the
discovery process for about two months before hearing arguments.

As reported by LLOYDS' LIQUIDITY ALERTS, Diamondhead Casino's
working capital deficit was US$5.3 million at June 30, 2015.  The
deficit was US$4.4 million as of December 31, 2014.  At June 30,
2015, the Company had total current assets of US$187,067 and total
current liabilities of US$5,470,814.  At December 31, 2014, the
Company had total current assets of US$879,738 and total current
liabilities of US$5,281,884.

The Company had total assets of $5,827,131 against total
liabilities of $8,397,109 at June 30, 2015.

                     About Diamondhead Casino

Largo, Fla.-based Diamondhead Casino Corporation, from inception
through approximately August of 2000, operated gaming vessels in
international waters.  The Company eventually divested itself of
its gaming operations to satisfy financial obligations to its
vendors, lenders and taxing authorities and to focus its resources
on the development of a casino resort in Diamondhead, Mississippi.

The Company owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 404.5 acre tract of unimproved
land in Diamondhead, Mississippi.  The property is located at 7051
Interstate 10.  The Company intends, in conjunction with unrelated
third parties, to develop the site in phases beginning with a
casino resort.  The casino resort is expected to include a casino,
a hotel and spa, pools, a sport and entertainment center, a
conference center and a state-of-the-art recreational vehicle
park.

On August 6, 2015, an involuntary Chapter 7 bankruptcy petition
(Bankr. D. Del. 15-11647) was filed in Wilmington, Delaware
bankruptcy court by F. Richard Stark, Arnold J. Sussman and A.
David Cohen.  The three creditors list combined claims of $150,000
in principal, plus interest due on certain promissory notes.  On
Sept. 17, DDM Holdings filed a joinder to the involuntary
petition.

The Petitioning Creditors are represented by:

     William E. Chipman, Jr., Esq.
     Joseph B. Cicero, Esq.
     Mark D. Olivere, Esq.
     CHIPMAN BROWN CICERO & COLE, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1110
     Wilmington, DE 19801
     Tel: 302-295-0193
     Fax: 302-295-0199
     E-mail: chipman@chipmanbrown.com
             Cicero@chipmanbrown.com
             olivere@chipmanbrown.com

          - and -

     John H. Genovese, Esq.
     GENOVESE JOBLOVE & BATTISTA, PA
     100 S.E. Second Street, 44th Floor
     Miami, FL 33131
     Tel: 305-349-2300
     Fax: 305-349-2310
     E-mail: jgenovese@gjb-law.com

Diamondhead Casino Corporation is represented in the involuntary
bankruptcy case by:

     David L. Finger, Esq.
     FINGER & SLANINA, P.A.
     One Commerce Center
     1201 Orange Street, Suite 725
     Wilmington, DE 19801-1155
     Tel: 302 884-6766
     Fax: 302-984-1294
     E-mail: dfinger@delawgroup.com


DRD TECHNOLOGIES: Has Until Oct. 30 to Decide on Leases
-------------------------------------------------------
Judge Clifton R. Jessup, Jr., of the United States Bankruptcy Court
for the Northern District of Alabama, Northern Division, extended
the time by which DRD Technologies, Inc., must decide to assume or
reject leases until Oct. 30, 2015.

The Debtor related that it is currently in the process of marketing
its intellectual property to obtain a stalking horse purchaser to
facilitate a sale through its plan of reorganization.  The Debtor
expects to conclude the search by mid-October.  The rejection or
assumption of any leases or contracts will depend on the
effectiveness of the current marketing efforts, the Debtor told the
Court.

DRD Technologies, Inc., is represented by:

          Stuart M. Maples, Esq.
          MAPLES LAW FIRM, PC
          200 Clinton Avenue, West, Suite 1000
          Huntsville, AL 35801
          Tel: (256) 489-9779
          Email: smaples@mapleslawfirmpc.com

                   About DRD Technologies

Huntsville, Alabama-based logistics provider DRD Technologies,
Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No.
15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst
Bank to appoint a receiver.

The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC,
as counsel.

The Debtor disclosed $205,849,965 in assets and $4,289,268 in
liabilities as of the Chapter 11 filing.


DYNCORP INT'L: S&P Lowers Rating to 'CCC' as Debt Payment Looms
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on DynCorp International Inc. to 'CCC' from
'B-' and removed all of its ratings on the company from
CreditWatch, where S&P had placed them with negative implications
on June 23, 2015.  The outlook is developing.

At the same time, S&P lowered its issue-level rating on the
company's secured credit facility to 'B-' from 'B+'.  The '1'
recovery rating is unchanged, indicating S&P's expectation for very
high recovery (90%-100%) in a payment default scenario.

Additionally, S&P lowered its issue-level rating on DI's unsecured
notes to 'CC' from 'CCC'.  The '6' recovery rating is unchanged,
indicating S&P's expectation for negligible recovery (0%-10%).

"The downgrade reflects the refinancing risks associated with DI's
upcoming debt maturities," said Standard & Poor's credit analyst
Chris Mooney.  The company faces difficult market conditions, which
have weakened its profit margins, increased its competition, and
created the possibility that the company may lose a significant
contract--known as INL Air Wing--that it has held for 23 years.
While S&P believes that the company will generate enough cash over
the next 12 months to meet the interest payments on its debt, these
factors could make refinancing its $187 million term loan due July
2016 and $455 million of unsecured notes due July 2017 challenging,
which could cause DI to undertake what S&P would consider a
distressed exchange.

The developing outlook on DI reflects the uncertainty surrounding
the company's ability to successfully refinance its upcoming debt
maturities.  S&P believes that a short-term extension under the
credit facility is possible; however, refinancing the notes would
be challenging in the current business environment, which could
ultimately lead the company to undertake what S&P would consider a
distressed exchange.

S&P could lower its rating on DI in the coming months if S&P
believes that a default or distressed exchange appears inevitable.

S&P could raise its rating on DI if the company's contract
performance improves and it successfully secures a long-term
extension on the INL Air Wing program, thus allowing the company to
successfully refinance its term loan and notes and extend its
near-term maturities beyond 2017.



DYNEGY INC: Moody's Affirms B2 CFR & Revises Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service affirmed Dynegy Inc.'s ratings, including
its B2 corporate family rating (CFR), Ba3 senior secured term loan
and revolving credit facility rating, and B3 senior unsecured note
rating and changed the outlook to positive from stable.

Affirmations:

Issuer: Dynegy Inc.
  Corporate Family Rating, Affirmed B2
  Probability of Default Rating, Affirmed B2-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  Senior Secured Bank Credit Facility (Local Currency), Affirmed
   Ba3, LGD2
  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Affirmed B3, LGD4

Outlook Actions:
  Outlook, Changed To Positive From Stable

RATINGS RATIONALE

"The outlook revision reflects the thus far successful process of
integrating the assets acquired from Duke Energy Corp. (Duke, A3
negative) and Energy Capital Partners (ECP), higher than expected
cost synergies, strong profitability of the acquired gas plants and
positive capacity auctions in PJM and ISO-NE", said Swami
Venkataraman, Vice President-Senior Credit Officer.  "We could
raise Dynegy's rating after the company exhibits at least one full
year of operating and financial performance with cash flow to debt
ratios exceeding 10%", he added.

Although the broader merchant power sector continues to suffer on
account of low natural gas and power prices, Dynegy's current B2
rating largely reflect its business and financial profile prior to
the $6.25 billion acquisition of 12,400 MW of coal and gas fired
assets from Duke and ECP.  These acquisitions were transformative
for Dynegy as they resulted in a substantial increase in scale,
geographic diversification, and growth in the well-developed and
desirable merchant markets of PJM and ISO-NE, resulting in an
improvement in the overall business profile.

The improved business risk profile, along with stronger than
expected synergies, operating cost reductions, and supportive
capacity auction results in PJM and ISO-NE indicate a stronger
credit profile.

Moody's analysis of Dynegy incorporates the company's substantial
exposure to merchant market prices for its energy production, low
natural gas prices, and weak merchant market conditions, especially
in MISO and California.  These risks are offset by the company's
scale, diversity, strong presence in the key markets of PJM and
ISO-NE, and the fact that capacity revenues alone provide certainty
for at least one-third of gross margin for the next three years.
Dynegy's cost structure is supported by the use of lower cost
Illinois Basin and Powder River Basin coal with an average
production cost of about $20-25/MWh, as well as access to cheap
shale gas from the Marcellus and Utica basins for 3.6 GW of CCGT
capacity.  Dynegy's portfolio has strong reliability and, except
for the Brayton Point plant in Massachusetts, none of its coal
plants are at risk for retirement due to MATS regulations.

Outlook

The positive outlook reflects our expectation that Dynegy's rating
could be upgraded if the company achieves its operational targets
for fleet integration and improves its financial profile.

WHAT COULD CHANGE RATING -- UP

Dynegy's ratings could be upgraded after the company exhibits at
least one year of post-acquisition operating and financial
performance with Cash from Operations pre-WC (CFO pre-WC) and Free
Cash Flow (FCF) coverage of debt in the range of 10-12% and 4-5%
respectively, along with the expectation that this profile can be
sustained.

WHAT COULD CHANGE RATING -- DOWN

Dynegy's outlook could be revised back to stable if CFO pre-WC
coverage of debt remains in the range of 6-9% or if the company
faces new hurdles in completing the integration of the acquired
power plants.  While unlikely based on our current understanding of
management strategy, downside risk could also arise from additional
large M&A transactions that weaken the financial profile.  Ratings
on various debt tranches may also be affected if Dynegy were to
adjust its capital structure by issuing significant amounts of
secured debt in the future that substantively alters recovery
expectations.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014



EAGLE INC: Employs Barrasso Usdin as Local Counsel
--------------------------------------------------
Eagle, Inc., seeks authority from the Bankruptcy Court to employ
Barrasso Usdin Kupperman Freeman & Sarver, LLC as its local
counsel, nunc pro tunc to the Petition Date.

Barraso Usdin was retained by the Debtor pursuant to an engagement
agreement dated Sept. 21, 2015.  In accordance with the Engagement
Agreement, Barrasso Usdin received a retainer of $25,000.  The
retainer has been applied to all outstanding balances existing as
of the Petition Date.

Barrasso Usdin will:

   (a) provide legal advice with respect to the Debtor's powers    

       and duties as a debtor-in-possession in the continued
       operation of its business and management of its properties;

   (b) pursue confirmation of a plan and approval of a disclosure
       statement;

   (c) prepare, on behalf of the Debtor, necessary applications,
       motions, answers, orders, reports and other legal papers;

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

   (e) perform all other legal services for the Debtor that may be

       necessary and proper in these proceedings.

The principal attorney and paralegal designated to represent the
Debtor and their current standard hourly rates are:

       Stephen H. Kupperman (Founding Member)   $425
       Charlotte Phillips (Paralegal)           $125

The Debtor will reimburse the firm for its out-of-pocket expenses.

Stephen H. Kupperman, Esq., a partner of Barrasso Usdin, attests to
the Court that:

   * Barraso Usdin has represented the Debtor in other proceedings
     against various Eagle insurers regarding coverage issues.
     With one exception, that representation ceased several years
     ago.  The one remaining representation is service as local
     counsel in a federal suit against certain Eagle insurers.  

   * Barrasso Usdin also represented Global Risk Capital Advisors
     LLC for a brief period of time in connection with the filing
     of a UCC-1 financing statement related to a security
     agreement with Eagle.  That representation ended in 2013, and
     as of that date Barrasso Usdin no longer represents and has
     not represented Global Risk.

   * Barrasso Usdin represents Ace America Insurance Company in
     several personal injury suits in which the company's insured
     has been sued and the company has been sued in a direct
     action.  The company is a subsidiary of Ace Group, of which
     Pacific Employers Insurance Company is also a subsidiary.
     Ace American has not asserted any coverage defense and there
     is no issue between insured and insurer related to coverage.
     Barrasso Usdin does not represent PEIC in any matter.  Ace
     American is not a party to any litigation involving Eagle and

     is not a creditor of Eagle.

Mr. Kupperman assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About Eagle Inc.

Founded in 1920, Eagle, Inc., sold gaskets and insulation-related
products, many of which contained asbestos. Eagle discontinued the
distribution and sale of asbestos-containing products in the late
1970s and ceased all operations in 2006 other than the management
of asbestos litigation and insurance rights.

Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.
La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming
a plan of reorganization which, pursuant to 11 U.S.C. Sec.,
implements a channeling injunction and trust to resolve its
liability for asbestos-related claims

The petition was signed by Raymond P. Tellini, the president.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as
counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local
counsel; and Epiq Bankruptcy Solutions as claims, noticing and
balloting agent.

Judge Jerry A. Brown is assigned to the case.



EAGLE INC: Taps Young Conaway as Bankruptcy Counsel
---------------------------------------------------
Eagle, Inc., seeks permission from the Bankruptcy Court to employ
Young Conaway Stargatt & Taylor, LLP as its bankruptcy counsel,
nunc pro tunc to the Petition Date.

The professional services that Young Conaway will render to the
Debtor include:

     * providing legal advice with respect to the Debtor's powers
       and duties as a debtor-in-possession in the continued
       operation of its business and management of its properties;

     * pursuing confirmation of a plan and approval of a
       disclosure statement;

     * preparing, on behalf of the Debtor, necessary applications,
       motions, answers, orders, reports, and other legal papers;

     * appearing in the Court and protecting the interests of the
       Debtor before the Court; and

     * peforming all other legal services for the Debtor that may
       be necessary and proper in these proceedings.

Young Conaway will seek Court approval of its compensation and
reimbursement of its actual, necessary expenses and other charges
incurred by it upon the filing of appropriate applications for
compensation and reimbursement pursuant to Sections 330 and 331 of
the Bankruptcy Code.

The principial attorneys and paralegal presently designated to
represent the Debtor, and their current standard hourly rates are:

        James J. Patton, Jr. (Partner)      $1,050 per hour  
        Robert S. Brady, Jr. (Partner)        $795 per hour
        Edwin J. Harron (Partner)             $725 per hour
        Laurel D. Roglen (Associate)          $335 per hour
        Elizabeth S. Justison (Associate)     $310 per hour
        Casey Cathcart (Paralegal)            $215 per hour
        Lisa Eden (Paralegal)                 $190 per hour

Young Conaway was retained by the Debtor pursuant to an engagement
agreement dated Sept. 9, 2015.  In accordance with the Engagement
Agreement, Young Conaway received a retainer of $50,000.  The
Retainer has been applied to outstanding balances existing as of
the Petition Date.

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

                          About Eagle Inc.

Founded in 1920, Eagle, Inc., sold gaskets and insulation-related
products, many of which contained asbestos. Eagle discontinued the
distribution and sale of asbestos-containing products in the late
1970s and ceased all operations in 2006 other than the management
of asbestos litigation and insurance rights.

Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.
La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming
a plan of reorganization which, pursuant to 11 U.S.C. Sec.,
implements a channeling injunction and trust to resolve its
liability for asbestos-related claims

The petition was signed by Raymond P. Tellini, the president.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as
counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local
counsel; and Epiq Bankruptcy Solutions as claims, noticing and
balloting agent.

Judge Jerry A. Brown is assigned to the case.



ELDORADO GOLD: S&P Affirms 'BB' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
long-term corporate credit rating on Vancouver-based gold producer
Eldorado Gold Corp.  The outlook is stable.  At the same time,
Standard & Poor's affirmed its 'BB' issue-level rating on the
company's senior unsecured notes.

Standard & Poor's also revised its liquidity assessment on the
company to "strong" from "adequate," with no impact on its rating
on the company.

"The affirmation reflects our continuing view of Eldorado's
business risk profile as weak and financial risk profile as
intermediate," said Standard & Poor's credit analyst Jarrett
Bilous.  "We base our revision of Eldorado's liquidity to strong
from adequate primarily on our view that the company will have more
than sufficient liquidity to fund development projects over the
next two years," Mr. Bilous added.

Eldorado's operations primarily consist of five gold mines in
Turkey and China, and the company is also developing several gold
projects within its existing operating regions.

S&P's assessment of Eldorado's business risk profile as "weak"
primarily reflects S&P's view of the company's limited operating
diversity, operations in higher-risk countries compared with
certain peer companies, and exposure to gold price volatility.

S&P views Eldorado's financial risk profile as "intermediate,"
which primarily reflects the company's relatively modest levels of
debt and S&P's expectation for earnings and cash flow improvement
in 2016.

The stable outlook on Eldorado reflects Standard & Poor's view that
it will generate adjusted debt-to-EBITDA in the mid-2x area over
the next 12 months.  S&P also expects the company to maintain
strong liquidity over this period despite expected negative free
operating cash flow generation related to high discretionary
capital expenditures related to its growth projects.

S&P could lower the rating in the event the company's adjusted
debt-to-EBITDA ratio increases to about 3x and funds from
operations-to-debt declines to below 30% on a sustained basis.  In
S&P's view, this could result from higher-than-expected cash costs
or a reduction in its gold price assumption.  In addition,
cost-overruns at growth projects that result in materially higher
free cash flow deficits could also lead to a negative rating
action.

A positive rating action is unlikely through the next year
primarily due to the execution risks associated with Eldorado's
ongoing development/expansion projects.  However, one could occur
if Eldorado makes faster-than-expected progress on its development
projects thereby improving its operating profile, resulting in a
stronger business risk assessment, while maintaining its
"intermediate" financial risk profile.



ENBRIDGE ENERGY: Moody's Affirms Ba1 Rating on Jr. Sub. Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed its ratings on Enbridge
Energy Partners, L.P., including its Baa3 senior unsecured rating.
At the same time, Moody's affirmed the Baa2 senior unsecured rating
on Enbridge Energy Limited Partnership (EELP).  The rating outlooks
on these entities remain stable.

RATINGS RATIONALE

"Given the extended ongoing weakness in financial metrics we no
longer view EEP as a stand-alone investment grade credit," said
Gavin MacFarlane, Vice President -- Senior Analyst.  "Since EEP's
pipeline infrastructure is key to Enbridge Inc the ratings
increasingly reflect implied support from its stronger parent."

Moody's sees a sustained deterioration in EEP's projected financial
metrics, compared to previous expectations, due to delays in its
capital program, ongoing high levels of shareholder distributions
and higher debt levels.

EEP's Baa3 senior unsecured rating reflects: stand-alone credit
quality of ba1 and one notch of support provided by its parent,
Enbridge Inc (ENB: Baa2/Stable).  Underpinning the stand alone
credit quality are stable earnings and cash flow from the liquids
pipeline assets that generally have a strong competitive position
often underpinned by cost of service regulation and/or long term
contracts with favorable terms and negligible commodity price risk;
and the company's substantial size and scale.  Moody's associates
more risk with the gas segment, which carries greater volume and
commodity price risk; however, its importance is declining with its
reduction in size relative to EEP.  The company's large capital
program will continue to strain the company's balance sheet and
execution risk is increasing. Moody's expects debt/EBITDA of at or
slightly below 7x before declining into the mid-5x range in 2018
following the expected in service of the delayed Sandpiper
pipeline.  The ongoing high leverage and distribution coverage
below 1x are drivers of a non-investment grade stand-alone credit
quality.  Moody's assigns a one notch of uplift because of EEP's
continuing strategic importance to ENB and we expect ENB to
continue to support it.  The Enbridge Energy Limited Partnership
(EELP) is rated one notch higher than EEP, given its ownership of
the key Lakehead system and its very low level of debt.

Enbridge Energy Partners, L.P. (EEP: Baa3 stable) is a master
limited partnership (MLP) formed by Enbridge Inc. (ENB: Baa2
stable).  ENB serves as EEP's general partner and holds a 35.9%
combined direct and indirect ownership in EEP as at June 30, 2015.

EEP's primary business consists of crude oil transportation and
storage assets, and includes the Lakehead System which is the US
portion of ENB's principal pipeline transporting over half of
Canadian crude exports to the US, which is called the Mainline.
This business, referred to as the Liquids segment, represented
approximately 80% of EEP's consolidated 2014 EBITDA.  EEP also
operates a Natural Gas segment, which is engaged in gas
transportation, gathering, processing and treatment which
represented approximately 20% of EEP's 2014 consolidated EBITDA.

Rating Outlook

EEP's stable outlook reflects the stable earnings and cash flow
profile of its liquids assets.  In addition, the stable outlook
incorporates an expectation that ENB will provide ongoing support,
given EEP's strategic importance to ENB.  The stable outlook also
reflects an expectation of a reduction in leverage in 2018.

What Could Change the Rating - Up

An upgrade is unlikely given the ongoing weakness in financial
metrics, the duration of large capital projects that stretches out
to the end of 2017 and the reliance on support from parent Enbridge
Inc.  EEP could be upgraded if it achieved proportionately
consolidated debt/EBITDA near 4.5-5x on a sustained basis.

What Could Change the Rating - Down

A reduction in support from or a downgrade of parent ENB could lead
to a downgrade of EEP.  A further deterioration in financial
metrics beyond our projections could lead to a downgrade of EEP.
Additional delays to the in-service of key projects could also lead
to a downgrade.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.

Affirmations:

Issuer: Enbridge Energy Limited Partnership
  Multiple Seniority Shelf, Affirmed (P)Baa3
  Multiple Seniority Shelf, Affirmed (P)Baa2
  Senior Unsecured Regular Bond/Debenture, Affirmed Baa2
  Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: Enbridge Energy Partners, L.P.
  Issuer Rating, Affirmed Baa3
  Junior Subordinated Regular Bond/Debenture, Affirmed Ba1
  Multiple Seniority Shelf, Affirmed (P)Ba1
  Multiple Seniority Shelf, Affirmed (P)Baa3
  Senior Unsecured Commercial Paper, Affirmed P-3
  Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Outlook Actions:

Issuer: Enbridge Energy Limited Partnership
  Outlook, Remains Stable

Issuer: Enbridge Energy Partners, L.P.
  Outlook, Remains Stable



ENERGY FUTURE: Unsecured Creditors Seek Delay of Plan Approval
--------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that the unsecured
creditors committee on the so-called E-side of Energy Future
Holdings Corp. asked the Delaware bankruptcy court on Sept. 24,
2015, to delay the power giant's long-awaited Chapter 11
confirmation hearing set for November, arguing it doesn't have time
to respond to a recent change to the Debtor's reorganization
strategy.

In a letter to the court, the official committee of unsecured
creditors for EFH and subsidiary Energy Future Intermediate Holding
Co. LLC said that the Debtor has submitted an altered Chapter 11
plan.

            Amended & Restated Plan Support Agreement

On September 11, 2015, each of the Debtors entered into an Amended
& Restated Plan Support Agreement -- filed with the Bankruptcy
Court on September 17 -- with various of their respective
creditors, the Sponsors, the statutory committee of unsecured
creditors of the TCEH Debtors and EFH Corporate Services, and other
third parties, which effected, among other matters, changes to the
August Plan Support Agreement relating to intercreditor
arrangements among certain of the creditor parties.

On September 17, 2015, the Bankruptcy Court approved the entry by
the Debtors into the Amended & Restated Plan Support Agreement.

                       Settlement Agreement

On September 11, 2015, the so-called Settling Parties entered into
an amended and restated settlement agreement -- filed with the
Bankruptcy Court on September 17 -- which effected, among other
matters, amendments to the August Settlement Agreement relating to
intercreditor arrangements among certain of the creditor parties.

The Debtors expect to seek Bankruptcy Court approval of the Amended
& Restated Settlement Agreement at the confirmation hearing for the
plan of reorganization.

A full-text copy of the Amended & Restated Plan Support Agreement
is available at no extra charge at http://is.gd/iVd267

A full-text copy of the Amended & Restated Settlement Agreement is
available at no extra charge at http://is.gd/n4I7wF

                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.


FNB CORPORATION: Moody's Rates Non-Cumulative Preferred Stock Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned prospective ratings to
F.N.B. Corporation's most recent shelf registration.  The shelf was
rated (P)Baa3 for senior unsecured, (P)Baa3 for subordinate, (P)Ba1
for cumulative preferred stock, and (P)Ba2 for non-cumulative
preferred stock.

RATINGS RATIONALE

The assigned shelf ratings follow Moody's normal notching practices
for US regional banks.  FNB has existing Baa3 issuer and Ba2
non-cumulative preferred stock ratings.

What Could Change the Ratings - Up

A substantial improvement in FNB's capital position and lower
growth aspirations could lead to upward movement of FNB's ratings,
but we don't currently envision management pursuing these strategic
objectives.

What Could Change the Rating - Down

A sizable acquisition or an acquisition in a non-contiguous market
that presents integration challenges or significant asset risk
could create downward pressure. S igns of weakening underwriting
standards would also lead to negative pressure on FNB's ratings.

The principal methodology used in these ratings was Banks published
in March 2015.



FOOT LOCKER: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Ratings Services affirmed all of its ratings, including
its 'BB+' corporate credit rating, on New York-based Foot Locker
Inc.  The outlook is stable.

At the same time, S&P revised the recovery rating on the company's
senior unsecured debt to '3' from '4', which results in the
issue-level rating remaining at 'BB+'.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery in the event of
default at the low end of the 50% to 70% range.

"We revised our assessment of Foot Locker's business risk profile
to "satisfactory" from "fair", reflecting the company's track
record of growing market share and its ability to consistently
deliver products that resonate with consumers.  The business risk
profile reflects Foot Locker's leading market position in a highly
competitive and fragmented specialty footwear industry," said
credit analyst Andrew Bove.  "The company enjoys good brand
recognition, improving store productivity metrics, and has a solid
track record of offering merchandise that resonates with the
consumer.  These factors are partially offset by the company's
exposure to a fickle young male demographic who is highly sensitive
to fashion trends, as well as a high supplier concentration with
Nike Inc."

The stable rating outlook reflects S&P's expectation that the
company will continue to demonstate solid performance gains, with
consistently positive comparable sales and margin improvement.  S&P
also believes the company will continue returning most cash to
shareholders in the form of share repurchases and dividends over
the next 12 months.

Although unlikely, S&P could lower the rating in the next year if
Foot Locker performs meaningfully worse than S&P's expectations
because of material weakening of consumer demand, merchandise
missteps, or increased competition.  Under this scenario, leverage
would approach the 3.0x area resulting from a double-digit
percentage decline in sales and a 600-bp gross margin decline.

S&P could consider a positive rating action if the company achieves
continued good operating performance and demonstrates a committed
and transparent financial policy, with target credit metrics that
support investment-grade ratings.  These sorts of actions would
lead S&P to compare the company's credit prospects more favorably
with peers in the 'BBB-' rating category.



G & S METAL: Court Trims Claims Against Continental Casualty
------------------------------------------------------------
Emily Field at Bankruptcy Law360 reported that an Indiana federal
judge on Sept. 18, 2015, trimmed claims from a metal company's $33
million suit alleging Continental Casualty Co.'s delay in paying
out a policy after a plant explosion led to the company's
bankruptcy, saying no reasonable jury could conclude the insurer
breached its contractual obligations.

U.S. District Judge Jon E. DeGuilio granted partial summary
judgment to Continental.

G&S Metal Consultants Inc. argued that the insurer took too long to
pay what it owed under its building and personal property coverage.


GMI USA: Meeting Today to Form Creditors' Committee
---------------------------------------------------
William K. Harrington, United States Trustee for Region 2, will
hold an organizational meeting on September 29, 2015, at 10:00 a.m.
in the bankruptcy case of GMI USA Management, Inc., et al.

The meeting will be held at:

         80 Broad Street
         4th Floor
         New York, NY 10004

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.  

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.



GOODRICH PETROLEUM: S&P Lowers Rating on 8.875% Sr. Notes to D
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
issue-level rating on U.S.-based exploration and production (E&P)
company Goodrich Petroleum Corp.'s 8.875% senior unsecured notes
due 2019 to 'D' from 'CCC' following the company's announcement
that it has entered into an agreement with a portion of holders
under which the company will exchange approximately $158.2 million
of those notes due 2019 for $75 million in a new series of 8.875%
second-lien senior secured notes due 2018.  The recovery rating
remains '6', indicating negligible (0%-10%) recovery in the event
of a default.

The company's corporate credit rating was recently lowered to 'SD'
(selective default) following an announcement that it reached an
agreement with holders of portions of its senior unsecured
convertible notes to exchange the notes for new senior unsecured
convertible notes.  S&P expects to review the corporate credit
rating and issue-level ratings when it assess the likelihood of
further exchanges as low.  S&P's analysis will incorporate the
company's modestly improved liquidity and leverage position, while
still taking into account the challenging operating environment.

RATINGS LIST

Goodrich Petroleum Corp.
Corporate credit rating                    SD/--/--

Issue-Level Ratings Lowered; Recovery Rating Unchanged
                                           To              From
Goodrich Petroleum Corp.
Sr unsecd 8.875% notes due 2019           D               CCC
  Recovery rating                          6               6



HERCULES OFFSHORE: Court Confirms Prepackaged Ch. 11 Plan
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on Sept. 24, 2015, confirmed Hercules Offshore, Inc.,
et al.'s Joint Prepackaged Plan of Reorganization and approved the
disclosure statement explaining the Plan.

The Plan provides, among other things, that the Debtors will
convert approximately $1.2 billion of debt into equity, raise $450
million of new capital and provide an opportunity for existing
equity holders to receive a distribution if they do not opt out of
the releases under the Plan.  Holders of Allowed General Unsecured
Claims have been and will continue to be paid in the ordinary
course of business in accordance with ordinary course terms under
the Plan subject to any non-bankruptcy rights or defenses the
Debtors may have to all or any portion of the Claims.  Effectively,
the Plan will reinstate General Unsecured Claims and leave them
unimpaired.

The class of claims entitled under the Plan to vote to accept or
reject he Plan is Class 3 - Senior Notes Claims.  As reflected in
the Voting Report, holders of more than 99% in amount of Class 3
Senior Notes Claims voted to accept the Plan.

The objection of Harris County has been resolved on the record at
the Sept. 24 confirmation hearing.  Harris County, a secured
creditor holding a prepetition claim in the approximate amount of
$40,120, complained that the Plan failed to provide for the
retention of its tax liens on the Debtors' property located in
Harris County.

At the Confirmation Hearing, the Court sustained the objection of
Andrew R. Vara, Acting U.S. Trustee for Region 3, to the scope of
the Plan's definition of "Exculpated Parties."  In addition, the
Court ruled that it would not approve retention of "exclusive"
jurisdiction.  The U.S. Trustee complained that the Plan's
definition of "Exculpated Parties" goes beyond estate fiduciaries
by including the holders of the Debtors' note debt who signed the
Restructuring Support Agreement.  The Debtors, according to the
U.S. Trustee, have not established that those noteholders or their
professionals or other representatives owe any fiduciary duty to
these bankruptcy estates.  The definition of Exculpated Parties
should be limited to estate professionals and the Debtors' officers
and directors, in accordance with Washington Mutual and related
case law in the district, the U.S. Trustee asserted.

The Debtors, in support of confirmation of the Plan, maintain that
the restructuring transactions contemplated by the Plan will
significantly deleverage the Debtors' balance sheet, eliminating
the Debtors' funded debt obligations by converting the entire $1.2
billion in principal amount of their Senior Notes into 96.9% of the
New HERO Common Stock.  According to the Debtors, the amount of
their liabilities significantly exceeds their enterprise value --
by more than $500 million -- and thus, the Debtors' existing equity
holders are substantially out of the money.  Despite this fact, the
Plan provides that 3.1% of the New HERO Common Stock and 100% of
the New HERO Warrants, which provide holders the opportunity to
purchase their pro rata share of up to an additional 20.0% of the
New HERO Common Stock at a  price per share price based upon a
$1.55 billion total enterprise value, will be allocated to existing
equity holders in exchange for cancellation of their existing stock
and consent to the voluntary  third-party releases set forth in the
Plan, the Debtors asserted.

Troy L. Carson, the senior vice president and chief financial
officer of HERO, filed a declaration in support of confirmation.
Mr. Carson stated that the Chapter 11 cases and the related
transactions have been negotiated and implemented in good faith and
with a high degree of transparency and public dissemination of
information.  Additionally, each day the Debtors remain in chapter
11 they incur significant administrative and professional costs,
Mr. Carson told the Court.

In response to the U.S. Trustee's objection, the steering group of
holders of Senior Notes issued by HERO argued that the U.S.
Trustee's Objection is premised on an overly restrictive reading of
case law from the Court's jurisdiction regarding the permissible
scope of plan exculpation provisions.  In particular, the U.S.
Trustee argues that Washington Mutual and other similar precedent
establishes a blanket rule that the scope of plan exculpation
provisions must be limited to estate fiduciaries.  The Steering
Committee asserted that in the context of the Debtors' pre-packaged
Chapter 11 cases, however, the U.S.
Trustee's simplistic application of the case law leads to an
inappropriate result that is inconsistent with the purpose and
goals of the Bankruptcy Code.

A full-text copy of Judge Carey's Plan Confirmation Order is
available at http://bankrupt.com/misc/HERCplanmemo.pdf

Prior to the Confirmation Hearing, the Debtors submitted additional
Plan Supplements, full-text copies of which are available at
http://bankrupt.com/misc/HEROplansupp0920.pdf

The Debtors are represented by Robert J. Dehney, Esq., Eric D.
Schwartz, Esq., Matthew B. Harvey, Esq., and Tamara K. Minott,
Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington,
Delaware; Emanuel C. Grillo, Esq., and Christopher Newcomb, Esq.,
at Baker Botts LLP, in New York; and James Prince II, Esq., C.
Luckey McDowell, Esq., and Meggie S. Gilstrap, Esq., at Baker Botts
LLP, in Dallas, Texas.

Andrew R. Vara, the Acting United States Trustee for Region 3, is
represented by Benjamin A. Hackman, Esq., and Timothy J. Fox, Jr.,
Esq., trial attorneys at United States Department of Justice,
Office of the United States Trustee, in Wilmington, Delaware.

Harris County is represented by John P. Dillman, Esq., and Tara L.
Grundemeier, Esq., at Linebarger Goggan Blair & Sampson, LLP, in
Houston, Texas.

The Steering Committee is represented by:

         Karen B. Skomorucha Owens, Esq.
         Stacy L. Newman, Esq.
         ASHBY & GEDDES, P.A.
         500 Delaware Avenue, 8th Floor
         P.O. Box 1150
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067
         Email: kowens@ashby-geddes.com
                snewman@ashby-geddes.com

            -- and --

         Michael S. Stamer, Esq.
         Arik Preis, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         Bank of America Tower
         New York, NY 10036-6745
         Tel: (212) 872-1000
         Fax: (212) 872-1002
         E-mail: mstamer@akingump.com
                 apreis@akingump.com

            -- and --

         Kevin M. Eide, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         Robert S. Strauss Building
         1333 New Hampshire Avenue, N.W.
         Washington, DC 20036-1564
         Tel: (202) 887-4000
         Fax: (202) 887-4288
         E-mail: keide@akingump.com

                      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: Hires Stout Risius as Restructuring Advisors
--------------------------------------------------------------
HII Technologies, Inc., et al., seek permission from the Bankruptcy
Court to retain Stout Risius Ross, Inc. to provide management and
restructuring services to the Debtors, and also to employ Loretta
Cross, a managing director of SRR, as the

Debtors' chief restructuring officer, effective as of the Petition
Date.

The Debtors anticipate that SRR and Ms. Cross may render the
following management and restructuring services:

   * Manage the day-to-day operation of the Debtors.

   * Manage the Debtors' financial and treasury functions.

   * Assist the Debtors in (i) cash management, planning, general
     accounting and financial reporting information management,
     and (ii) formulation and negotiation with respect to a plan
     of liquidation or reorganization.

   * Assist with the preparation of the statement of financial
     affairs, schedules and other regular reports required by the
     Bankruptcy Court or which are customarily issued by the
     Debtors' chief financial officer as well as providing
     assistance in those areas as testimony before the Bankruptcy
     Court on matters that are within SRR's areas of expertise.

   * Assist with financing issues during the bankruptcy case.

   * Lead negotiations with stakeholders and their
     representatives.

   * Coordinate and provide support for the bankruptcy cases and
     develop a plan of reorganization or other appropriate case
     resolution, if necessary.

   * Assist in negotiations with potential acquirers of the
     Debtors' assets.

   * Manage the "working group" professionals who are assisting
     the Debtors in the reorganization process to improve
     coordination of their effort and individual work product to
     be consistent with the Debtors' overall restructuring goals.

   * Work with the Debtors and management to further identify and
     implement both short-term and long-term liquidity generating
     initiatives, including collection of existing accounts
     receivable and sale of assets.

   * Manage claims and claims reconciliation processes.

   * Assist with other matters as may be requested by the board of
     directors or necessitated by the bankruptcy process that fall
     within SRR's expertise and that are mutually agreed upon.

Under the Engagement Letter, SRR is paid weekly, but SRR will file
with the Court and provide notice to the United States Trustee and
all official committees, reports of compensation earned and
expenses incurred on at least a quarterly basis.  Those reports
will summarize the services provided, identify the compensation
earned by each executive officer and staff employee provided, and
itemize the expenses incurred.  The notice will provide a 14 day

time period for objections.  All compensation paid remains subject
to review by the Court in the event an objection is timely filed.

The Debtors employed SRR as financial advisor from June 30, 2015,
until the Petition Date.  During that time, Ms. Cross was one of
several SRR personnel assisting the Debtors in this role.

SRR's current hourly rates are:

           Managing Director        $400 - $750
           Director                 $325 - $500
           Manager                  $250 - $450
           Senior Analyst           $200 - $325
           Analyst                  $175 - $275
           Paraprofessional         $125

The Debtors will also reimburse SRR for its out-of-pocket
expenses.

In connection with the retention of SRR for financial and
restructuring advisory services in regard to restructuring matters,
SRR received a retainer of $25,000.

Within the 90 days prior to the Petition Date, SRR was paid
approximately $177,00 for financial advisory and other services
rendered during that same time period, excluding the retainer.

To the best of the Debtors' knowledge and based upon the affidavit
of Loretta Cross, SRR and Ms. Cross are "disinterested persons" as
that term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

                      About HII Technologies

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.
Judge David R Jones is assigned to the cases.

HII Technologies (HIITQ) 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.

The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.



HII TECHNOLOGIES: Wants to Reject 21 Executory Contracts
--------------------------------------------------------
HII Technologies, Inc., et al., are seeking permission from the
Bankruptcy Court to reject 21 executory contracts that they no
longer require estates.

The executory contracts include: (1) automobile leases for vehicles
that are not being utilized by the Debtors; (2) certain field
office and yard lease space that is no longer necessary for the
Debtors' operations; and, (3) certain equipment leases with these
counterparties:

    * Craig Hamilton
    * S&M Assets, LLC
    * Shirley Staples
    * BiTerra Quarter Horses
    * 7H Oil Field Services, LLC
    * Stacy Smith
    * Jon and Marla Box
    * Axis Capital, Inc.
    * BCL-Equipment Leasing, LLC
    * Nations Fund I, LLC
    * Power Reserve Corp.
    * Enterprise FM Trust

The Debtors relate they conducted a comprehensive review of their
executory contracts to determine which contracts to assume and
which to reject and such review continues.  Because the Debtors
have reduced operations and anticipate selling substantially all of
their physical assets, the Debtors said they no longer require
certain executory contracts.

                      About HII Technologies

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.
Judge David R Jones is assigned to the cases.

HII Technologies (HIITQ) 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.

The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.



IFS FINANCIAL: 5th Circuit Affirms Removal of Chapter 7 Trustee
---------------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that the U.S. Court of
Appeals for the Fifth Circuit on Sept. 25, 2015, affirmed an order
removing a Chapter 7 trustee from several cases after the lawyer
billed an estate nearly $3,500 for his family's four-night trip to
New Orleans that he said was necessary "to prepare" for a hearing,
saying proper legal standard was applied.

W. Steve Smith, formerly of McFall Breitbeil & Smith PC, asked the
Fifth Circuit to reverse a district court order affirming his
removal and denial of stay as a trustee for IFS Financial Corp.


IRACORE INTERNATIONAL: Moody's Lowers CFR to Caa2; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded Iracore International
Holdings, Inc.'s corporate family rating to Caa2 from Caa1,
probability of default rating to Caa2-PD from Caa1-PD, and senior
secured rating to Caa2 from Caa1.  The company's speculative grade
liquidity was lowered to SGL-4 from SGL-3.  Iracore's ratings
outlook remains negative.

RATINGS RATIONALE

The rating action reflects Moody's expectation that Iracore's
operating results will remain very weak through at least 2016 due
to the low oil price and related restrained capital spending by its
main customers in the Canadian oil sands.

Iracore's Caa2 CFR is driven by the company's very high financial
leverage (in excess of 10x) and weak liquidity.  Iracore's
pipe-lining system has historically been sold mainly to a few large
Canadian oil sands customers for use in critical applications.
However, demand from these customers has weakened materially and is
likely to weaken further in Moody's opinion in response to the
continuing low price of oil and as they seek alternatives to the
Iracore system for their near term needs.  These alternatives
include uncoated steel pipes, which have higher ongoing costs, but
require reduced upfront capital.

Iracore's liquidity is weak (SGL-4).  The company's cash position
at June 30, 2015 totaled $24 million pro-forma for a term loan
obtained in July 2015 although Moody's views this amount as
insufficient to fund potential negative free cash flow and maintain
compliance with a minimum liquidity covenant in a stress scenario.
Iracore does not have a committed revolver and its debt matures in
2018.

The negative rating outlook reflects the elevated risk that the
company may not have sufficient liquidity to meet its obligations.

Iracore's ratings could be upgraded if Moody's expected stronger
sustained demand for the company's products enabling its financial
leverage to remain below 6x with adequate liquidity.

The ratings could be lowered if Moody's believes Iracore is
unlikely to fund its obligations as they become due over the next
12 to 15 months.

Iracore International Holdings, Inc. primarily manufactures
pipe-lining systems for the oil sands mining industry.  Revenues in
2014 totaled roughly $46 million.

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



JDN PROPERTIES: Court Enforces Deal Between Ch. 7 Trustee & Natale
------------------------------------------------------------------
Stacey L. Meisel, the Chapter 7 for the estate of JDN Properties at
Florham Park, LLC, filed a motion to enforce a settlement of an
adversary proceeding which she filed against the Debtor's
principal, Joseph D. Natale, various entities owned or controlled
by Mr. Natale, and four professionals previously associated with
the Debtor, to recover fraudulent transfers and preferences under
Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code.

The Settlement was never reduced to a final, agreed-upon writing,
although numerous drafts were exchanged among the parties.  Natale
objects to the enforcement of the Settlement.  Co-defendant Donna
Conroy Esq., supports the enforcement of the Settlement.  The
primary basis of the dispute is the parties' disagreement over the
scope of the releases included as part of the Settlement and
whether an enforceable Settlement Agreement exists between and
among the parties.

Judge Vincent F. Papalia of the United States Bankruptcy Court for
the District of New Jersey, in an opinion dated Aug. 31, 2015,
found that the parties reached the Settlement on October 1, 2014,
and that the releases apply to any and all claims asserted in the
Adversary Proceeding or in the Bankruptcy Case.  Claims that were
not asserted in the Adversary Proceeding or Bankruptcy Case are not
released, Judge Papalia ruled.  Accordingly, Judge Papalia approved
the Settlement and Settlement Agreement and issued an implementing
Order.

The adversary case is STACEY L. MEISEL, Chapter 7 Trustee,
Plaintiff, v. JOSEPH D. NATALE, JDN PROPERTIES, LLC, JDN PROPERTIES
II, LLC, JDN PROPERTIES III, LLC, JDN PROPERTIES IV, LLC, JDN
PROPERTIES@SPRING LAKE, LLC, JDN PROPERTIES@LEBANON, LLC, JDN
PROPERTIES@24 MOUNTAIN, LLC, TOSCA RESTAURANT, LLC, CAFÉ EMILIA,
INC., and JDN PROPERTIES@WESTFIELD, LLC, FERNANDO ROQUE, JENNIFER
GRAMBOR, CHRIS TSAMUTALIS, DONNA CONROY, JOHN DOES 1-10 and ABC
CORPORATIONS 1-10, Defendants, ADV. PRO. NO. 11-1863 (VFP)(Bankr.
D.N.J.).

The bankruptcy case is In re: JDN PROPERTIES AT FLORHAM PARK, LLC,
Chapter 7, Debtor, CASE NO. 10-11697 (VFP)(Bankr. D.N.J.).

A full-text copy of Judge Papalia's Decision is available at
http://is.gd/weFwg4from Leagle.com.

Becker Meisel LLC, Michael E. Holzapfel, Esq. --
meholzapfel@beckermeisel.com -- Livingston, NJ Attorneys for
Chapter 7 Trustee, Stacey L. Meisel.

Podvey, Meanor, Catenacci, Hildner, Cocoziello & Chattman, PC,
Robert L. Podvey, Esq. -- rpodvey@podvey.com -- Newark, NJ
Attorneys for Defendant, Chris Tsamutalis.

Meyner and Landis LLP, Rosaria A. Suriano, Esq. --
RSuriano@Meyner.com -- Newark, NJ, Attorneys for Defendant, Joseph
D. Natale.

Graham Curtin P.A., Patrick J. Galligan, Esq., Caitlin M.
Hillenbrand, Esq. -- chillenbrand@grahamcurtin.com -- Morristown,
NJ, Attorneys for Defendant, Donna Conroy, Esq.


KEY ENERGY: S&P Lowers CCR to 'CCC+'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based Key Energy Services Inc. to 'CCC+' from 'B'.
The outlook is stable.

At the same time, S&P lowered its issue-level ratings on the
company's senior secured term loan to 'B' from 'BB-'.  The recovery
rating on the term loan remains '1', indicating a very high (90% to
100%) recovery in the event of a payment default.  S&P also lowered
its issue-level ratings on the company's senior unsecured notes to
'CCC+' from 'B', and maintained a '4' recovery rating, indicating
average (30% to 50%, high end of the range) recovery in the event
of a payment default.

Capital spending in the U.S. oil and natural gas exploration and
production (E&P) industry has sharply deteriorated in 2015 in
response to low oil and natural gas prices.  Consequently, S&P has
reduced its revenue and EBITDA margin assumptions for U.S. oilfield
services provider Key Energy Services Inc., and expect debt
leverage to materially increase from S&P's previous forecast. S&P
now estimates funds from operations (FFO) to debt will fall below
5% and debt to EBITDA will exceed 10x over the next two years,
which S&P considers inconsistent with a 'B' rating.

Standard & Poor's views Key's business profile as "vulnerable."
S&P revised its assessment to "vulnerable" from "weak" to reflect
the weaker-than-expected operating performance despite Key's good
geographic diversity across all major plays in the U.S. and midsize
scale of operations.  S&P views Key's financial risk as "highly
leveraged," reflecting our expectation that average FFO to debt
will fall to less than 5% over the next three years. Additionally,
S&P expects debt to EBITA above 10x in 2015 and 2016.  S&P expects
that any improvement will require industry conditions to materially
strengthen, supported by a sustained improvement in crude oil
prices.

"The stable outlook reflects our expectation that Key's liquidity
position will remain 'adequate' for the next 12 to 18 months
despite challenging market conditions," said Standard & Poor's
credit analyst David Lagasse.

S&P could lower the rating if liquidity deteriorates to "less than
adequate," most likely due to higher capital spending or
higher-than-expected costs related to the ongoing FCPA
investigation.

S&P could revise the outlook to positive if market conditions in
the onshore North American oil and gas industry improve such that
we expect Key's credit measures to sustainably improve as well as
maintenance of adequate liquidity.



MANULIFE US REIT: S&P Affirms Prelim. 'BB' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' preliminary
long-term corporate credit rating on Manulife US REIT.  The outlook
is stable.  S&P also affirmed its preliminary 'axBBB-' long-term
ASEAN regional scale rating on the REIT.

The preliminary rating is contingent on Manulife US REIT
successfully listing on the Singapore stock exchange.  S&P could
assign a final rating with the next 90 days if the IPO is
successful during that period.

"The rating reflects our view that the REIT will benefit from its
high-quality asset portfolio and well-known brand name, despite its
small asset base," said Standard & Poor's credit analyst Kah Ling
Chan.

Manulife US REIT's business strategy is to grow its portfolio by
acquiring office assets in the U.S. from third parties.  The
company's existing portfolio consists of three office buildings in
Los Angeles, Orange County, and Washington D.C. in the U.S.  S&P
believes the office market in Orange County is favorable, given the
stable job growth and minimal new supply.  In comparison, Downtown
Los Angeles has an oversupply of office space, while growth in
Washington. D.C. turned weak due to the uncertainty of government
spending.  Overall, the REIT's portfolio's occupancy is high at
above 97% as of March 2015, with a diversified tenant base where
the biggest tenant occupies about 10% space.  The average lease
expiry by area is 5.1 years, with 85.5% of leases having annual
rental escalation provisions of 2.0%-3.5%.

In S&P's view, Manulife US REIT will benefit from the expertise of
its sponsor, Manufacturer Life Insurance Co., in managing
commercial properties.  In addition, the shared brand name with the
sponsor helps the REIT in the highly competitive U.S. office
market.  Manulife US REIT's sponsor is part of the Canada-based
financial services group, Manulife Financial Corp.  Through its
real estate management platform, the group has about
US$13.2 billion in real estate assets under management globally,
with US$6.6 billion assets in the U.S.  About 61% of the group's
assets are in office real estate.

S&P believes that Manulife US REIT's small asset base constrains
its competitive position.  The REIT starts with a small portfolio
valued at US$723 million, smaller than that of S&P's rated US
REITs.  Manulife US REIT is therefore not well positioned to
weather any unexpected downturn in the U.S. economy, which could
translate into a weak office leasing market and lower the REIT's
net operating income.  S&P assess Manulife US REIT's business risk
profile as "weak" based on the above factors.

S&P expects Manulife US REIT's EBITDA interest coverage to stay
about 3.5x over the next 18-24 months, a level S&P considers
commensurate with an "intermediate" financial risk profile.  S&P
anticipates that the ratio of funds from operations (FFO) to debt
will likely remain about 9% over the period.

S&P anticipates that Manulife US REIT's leverage (as measured by a
ratio of debt to total assets) will remain at about 38% over the
next 18-24 months, compared with the company's targeted leverage of
below 40%.  This leverage level leaves Manulife US REIT with
limited debt headroom within its current financial risk profile
category.  S&P believes that the REIT is unlikely to gear up for
acquisitions in the near future, given that a sizable portion of
its equity funding would be utilized.

"The stable outlook reflects our expectation that Manulife US REIT
will operate within its financial policy, such that its leverage
will stay below 40% over the next 12-18 months.  We believe the
REIT's portfolio will continue to generate stable income owing to
its high occupancy, long lease expiry, and diversified tenant
base," said Ms. Chan.

S&P may lower the rating if the REIT manager undertakes a
debt-funded acquisition program that keeps its leverage above 40%
for a prolonged period.  At those levels, S&P would expect the
EBITDA interest coverage to fall below 2.4x and the FFO-to-debt
ratio to be below 9% on a sustained basis.  Rating pressure could
also arise if the REIT's cash flow weakens, which could be because
of a decline in net operating income owing to higher vacancies or
lower rents on renewed leases.

S&P don't expect an upgrade over the next 12 months, given Manulife
US REIT's current asset portfolio mix.  However, S&P may raise the
rating if the REIT grows its asset portfolio while managing its
lease expiry in 2017 (representing about 18% of the total lease
expiry), such that its profits are stable.  S&P may also raise the
rating if Manulife US REIT articulates a more conservative
financial policy, such that its EBITDA interest coverage improves
to more than 3.8x or its FFO-to-debt ratio is above 15% on a
sustained basis.



MIDWAY GOLD: Gavin/Solmonese OK'd as Panel's Financial Advisor
--------------------------------------------------------------
The Hon Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Midway Gold US Inc., et al.,
to retain Gavin/Solmonese LLC as its financial advisor.

Gavin/Solmonese is expected to, among other things:

   (a) review and analyze the businesses, management, operations,
properties, financial condition and prospects of the Debtors;

   (b) review and analyze historical financial performance, and
transactions between and among the Debtors, their creditors,
affiliates and other entities; and

   (c) review the assumptions underlying the business plans and
cash flow projections for the assets involved in any potential
asset sale or plan of reorganization.

Wayne P. Weitz, a managing director of Gavin/Solmonese, told the
Court that Gavin/Solmonese has agreed to a 10% reduction from its
customary base hourly rates.  The firm will also charge the
Committee for all other services provided and for other charges and
disbursements incurred in rendering services to the Committee.

To the best of the Committee's knowledge, Gavin/Solmonese has no
interest which is adverse to the estates.

                         About Midway Gold

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

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

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

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

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

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

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


MIDWAY GOLD: Has Authority to Use Cash Collateral Until Nov. 6
--------------------------------------------------------------
Judge Michael E. Romero of the United States Bankruptcy Court for
the District of Colorado signed off a third interim order
authorizing Midway Gold Corp. postpetition use of cash collateral
until Nov. 6, 2015, or the occurrence of any event of default.

The Debtor will continue to provide adequate protection to Senior
Secured Parties.  The Cash Collateral will be used for: (a) working
capital requirements; (b) general corporate purposes; and (c) the
costs and expenses (including making adequate protection payments)
of administering the Chapter 11 Cases.

The Debtor may not use the Cash Collateral to (1) pay fees or
expenses (i) in excess of $40,000 per month on account of
Professional Persons retained by the the Official Committee of
Unsecured Creditors, (ii) in excess of $40,000 for the Committee to
investigate Claims and Defenses against the Secured Parties before
the termination of the Challenge Period, or (2) to initiate or
prosecute proceedings or actions on account of any Claims or
Defenses against the Secured Parties.

The Debtor told the Court that they have an immediate need to use
the Cash Collateral to permit among other things, the orderly
continuation of its businesses, to maintain and generate the
confidence of its customers and vendors, and to preserve its going
concern value.  Absent the ability to use Cash Collateral, the
continued operation of the Debtor's businesses would not be
possible and irreparable harm would occur, the Debtor further told
the Court.

The Debtor related that use of Cash Collateral has been negotiated
in good faith and at arms' length with the Senior Agent and the
Subordinate Agent, and both Agents consented to the Debtor's use of
Cash Collateral on an interim basis.

The bankruptcy court will convene a hearing on November 6, 2015 at
9:30 a.m., to consider any request for further use of the cash
collateral.  Objection deadline will be no later than October 30.

Midway Gold US Inc., et al. are represented by:

          Stephen D. Lerner, Esq.
          SQUIRE PATTON BOGGS (US) LLP
          221 E. Fourth Street, Suite 2900
          Cincinnati, OH 45202
          Tel: (513) 361-1200
          Fax: (513) 361-1201
          Email: Stephen.lerner@squirepb.com

             -- and --

          Nava Hazan, Esq.
          SQUIRE PATTON BOGGS (US) LLP
          30 Rockefeller Plaza, 23rd Floor
          New York, NY 10112
          Tel: (212) 872-9800
          Fax: (212) 872-9815
          Email: Nava.hazan@squirepb.com

             -- and --

          Harvey Sender, Esq.
          SENDER WASSERMAN WADSWORTH, P.C.
          1660 Lincoln Street, Suite 2200
          Denver, CO 80264
          Tel: (303) 296-1999
          Fax: (303) 296-7600
          Email: dvw@sendwass.com

                       About Midway Gold

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

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

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

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

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

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

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


MOTORS LIQUIDATION: Ignition Switch Suit Remains in Bankr. Court
----------------------------------------------------------------
Judge Jesse M. Furman of the United States District Court for the
Southern District of New York denied the motions to withdraw
reference filed by plaintiffs in multi-district litigation
proceedings, the State of Arizona, and the People of the State of
California.

In 2014, General Motors LLC ("New GM"), which purchased majority of
old General Motors' assets pursuant to Section 363 of the
Bankruptcy Code, filed several motions to enforce the bankruptcy
court's July 5, 2009 sale order and injunction seeking to enjoin
many of the cases and claims in the multi-district litigation
proceedings against it and elsewhere.

Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York ruled that certain claims and
allegations were barred by the sale order, and established a
procedure by which parties could file pleadings to determine
whether and how their claims were subject to that ruling.  The
Plaintiffs filed those pleadings and thereafter moved to withdraw
the reference, asking the district court to resolve whether and to
what extent their complaints are affected by Judge Gerber's rulings
on the motions to enforce.

Judge Furman denied the motions to withdraw the reference, stating
that the claims involve core proceedings and that withdrawal of the
reference will not enhance judicial efficiency, for example,
because Judge Gerber is already fully versed in the Plaintiffs'
claims, the sale order, and his ruling on the motions to enforce.
Judge Furman further found that failing to withdraw the reference
is unlikely to cause delay or increase the costs to the parties.

The case is IN RE: MOTORS LIQUIDATION COMPANY, NOS. 15-CV-4685
(JMF), 15-CV-5056 (JMF) (S.D.N.Y.).

A full-text copy of Judge Furman's August 27, 2015 opinion and
order is available at http://is.gd/K9TrPEfrom Leagle.com.

GM Ignition Switch is represented by:

          Elizabeth J. Cabraser, Esq.
          LIEFF, CABRASER, HEIMANN & BERNSTEIN
          275 Battery Street, 29th Floor
          San Francisco, CA 94111-3339
          Tel: (415) 956-1000
          Fax: (415) 956-1008
          Email: ecabraser@lchb.com

            -- and --

          Robert Hilliard, Esq.
          HILLIARD MUNOZ GONZALES LLP
          719 S Shoreline Blvd, # 500
          Corpus Christi, TX 78401
          Tel: (361) 882-1612
          Fax: (361) 882-3015

            -- and --

          Steve W. Berman, Esq.
          HAGENS BERMAN SOBOL SHAPIRO LLP
          1918 Eighth Ave., Suite 3300
          Seattle, WA 98101
          Tel: (206) 623-7292
          Fax: (206) 623-0594
          Email: steve@hbsslaw.com

            -- and --

          Daniel Fayne Dotson, Esq.
          LAW OFFICE OF DANIEL F. DOTSON
          178 Main Street Suite 1
          Whitesburg, KY 41858
          Tel: (606) 633-4467

            -- and --

          Mark Parker Robinson, Esq.
          ROBINSON CALCAGNIE ROBINSON SHAPIRO DAVIS, INC.
          19 Corporate Plaza Drive
          Newport Beach, CA 92660
          Tel: (949) 720-1288
          Fax: (949) 720-1292

Shenyesa Henry, Madelaine Koppelman, Frances Ann Fagans, Wayne
Wittenberg, David Young, Nathaniel Fagans are represented by:

          Steve W. Berman, Esq.
          HAGENS BERMAN SOBOL SHAPIRO LLP
          1918 Eighth Ave., Suite 3300
          Seattle, WA 98101
          Tel: (206) 623-7292
          Fax: (206) 623-0594
          Email: steve@hbsslaw.com

GM Ignition Switch is represented by:

          Andrew Baker Bloomer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Tel: (312) 862-2000
          Fax: (312) 862-2200
          Email: andrew.bloomer@kirkland.com

About Motors Liquidation Company

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

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

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

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

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


MPF HOLDINGS: Trustee Cannot Sue to Recover Payments to Mustang
---------------------------------------------------------------
Judge Lynn N. Hughes of the United States District Court for the
Southern District of Texas affirmed the bankruptcy court's
dismissal of the litigation trust's suit against Mustang
Engineering Ltd.

In June 2008, MPF Holdings US LLC became the assignee of a contract
with Mustang for the design of a ship for oil exploration.  After
MPF filed for bankruptcy and as part of the reorganization,
Mustang's contract with MPF was acquired by COSCO (Dalian) Co. Ltd.
The exchange was essentially that Dalian paid cash for MPF's
rights in the Mustang contract and the partially built ship.

A litigation trust created as part of the reorganization plan of
MPF later sued Mustang to recover as preferences payments by MPF to
Mustang.  The bankruptcy court dismissed the suit, holding that (a)
the suit was barred by the assumption of Mustang's contract and (b)
the preference claim against Mustang was released by the
reorganization.

In affirming the bankruptcy court, Judge Hughes held that because
MPF assumed and assigned Mustang's contract to another company, the
trustee may not now recover for preferential payments related to
the contract.  The judge also found that under the plan and the
novation, the estate clearly relinquished its claims against
Mustang.  Judge Hughes noted that the novations say that each
agreement is a settlement and compromise of all claims among the
parties and that such claims are excluded from those retained by
the litigation trust.

The adversary case is Jeff Compton, Appellant, v. Mustang
Engineering Ltd., Appellee, ADVERSARY NO. 10-3477 (Bankr. S.D.
Tex.).  The district court case is Jeff Compton, Appellant, v.
Mustang Engineering Ltd., Appellee, CIVIL ACTION NO. H-13-1964
(S.D. Tex.).

The bankruptcy case is In Re: MPF Holdings US LLC, et al., Debtors,
BANKRUPTCY NO. 08-36084-H4-11 (Bankr. S.D. Tex.).

A full-text copy of Judge Hughes' August 29, 2015 opinion on appeal
is available at http://is.gd/Cp0Wh8from Leagle.com.

MPF Holdings US LLC is represented by:

          Courtney Smart Lauer, Esq.
          D Bobbitt Noel, Jr, Esq.
          VINSON & ELKINS LLP
          1001 Fannin Street Suite 2500
          Houston, TX 77002
          Tel: (713) 758-2222
          Fax: (713) 758-2346
          Email: bnoel@velaw.com

MPF Holdings US LLC, In Re is represented by:

          Ginny Maslin, Esq.
          Harry Allen Perrin, Esq.
          VINSON ELKINS, LLP
          1001 Fannin Street Suite 2500
          Houston, TX 77002
          Tel: (713) 758-2222
          Fax: (713) 758-2346
          Email: hperrin@velaw.com

            -- and --

          Matthew Okin, Esq.
          OKIN & ADAMS LLP
          1113 Vine St. Suite 201
          Houston, TX 77002
          Tel: (713) 228-4100
          Fax: (888) 865-2118
          Email: mokin@okinadams.com

Jeff Compton is represented by:

          Brooke Bornick Chadeayne, Esq.
          Joseph Brooks DiRago, Esq.
          Philip G Eisenberg, Esq.
          LOCKE LORD LLP
          2800 JPMorgan Chase Tower 600 Travis
          Houston, TX 77002
          Tel: (713) 226-1200
          Fax: (713) 223-3717
          Email: bchadeayne@lockelord.com
                 peisenberg@lockelord.com

Mustang Engineering, Ltd. is represented by:

          Trey Andrew Monsour, Esq.
          K&L GATES LLP
          1000 Main St. Suite 2550
          Houston, TX 77002
          Tel: (713) 815-7300
          Fax: (713) 815-7301
          Email: trey.monsour@klgates.com

            -- and --
          
          Benjamin L Mesches, Esq.
          HAYNES BOONE LLP
          2323 Victory Avenue Suite 700
          Dallas, TX 75219
          Tel: (214) 651-5000
          Fax: (214) 651-5940
          Email: ben.mesches@haynesboone.com

                         About MPF Corp.

Bermuda-based MPF Corp. Ltd. -- http://www.mpf-corp.com/--  
engaged in deep water oil and gas exploration.  The Company was
established on April 25, 2006.  The company and debtor-affiliate
MPF Holding US LLC filed separate petitions for Chapter 11 relief
on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and
08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represented
the Debtors as counsel.  MPF estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.  The
Bermuda Proceedings and the Chapter 11 cases in the U.S. ran
as parallel proceedings.

On June 16, 2010, the Court entered an order approving the
Debtors' amended disclosure statement and confirming the Debtors'
amended joint plan of reorganization.  The Plan was declared
effective August 9, 2010.

The Plan provided for the sale of the acquired assets to Cosco
Dalian Shipyard Co. Ltd., MPF's largest vendor, pursuant to the
assignment and purchase agreement.  The essential terms of the
agreement includes: a) a cash payment of $104,000,000 to MPF and
MPF-01 on the closing date, in full; b) assumption of certain
liabilities; and c) release MPF-01 from its obligation to pay the
cure amount under a contract with Cosco.

The Plan allows for the appointment of a litigation trustee to
oversee and administer a post-confirmation litigation trust.  The
purpose of the trust is to liquidate claims to pay allowed
unsecured claims pursuant to the Plan.


OCWEN FINANCIAL: S&P Affirms 'B' ICR & Removes from Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' issuer
credit rating on OCWEN Financial Corp. (OCN) and removed the rating
from CreditWatch, where S&P had placed it with negative
implications on April 20, 2015. The outlook is negative.

"Our affirmation reflects the resolution of the 2014 audit opinion
in May 2015, the refinancing of OCN's largest servicing advance
facility in September 2015, and our expectation that our downgrade
of Ocwen Loan Servicing's servicer ranking to BELOW AVERAGE will
not result in the termination of a meaningful amount of servicer
contracts, thus providing some stability to cashflow," said
Standard & Poor's credit analyst Richard Zell.

On Sept. 18, 2015, OCN completed the refinancing of its largest
servicing advance financing facility that was set to mature in
October 2015.  The facility consists of $300 million of one-year
term notes and $1.35 billion of variable funding notes.  The
renewal of this facility somewhat removes the uncertainty around
OCN's ability to execute on its business strategy.

On May 11, 2015, OCN filed its 2014 audit with an unqualified
opinion from its auditors.  The company had previously announced
the possibility of "going concern" language being included in the
audit.  A "going concern" is an indication that the auditor has
questions about the firm's ability to remain financially viable
over the next 12 months.  S&P's belief is that the inclusion of
this language in the audit would likely have negatively affected
both funding capacity and revenue because banking partners,
clients, and other stakeholders would have reexamined their
business relationships with Ocwen.

Despite the challenges that have recently plagued OCN, the company
has retained servicing contracts even when mortgage investors have
had the ability to move servicing to a competing provider because
of ratings triggers.  Given the lack of client movement
historically, even during some of the most challenging periods of
the company's history, we believe that these clients are likely to
stay with OCN as the firm resolves much of its legacy compliance
and reporting issues, thus protecting a material portion of the
firm's cash flow.

OCN is continuing to execute on its strategy of liquidating agency
servicing portfolios.  S&P expects that the remainder of the
transactions that have been announced will be completed by year-end
and additional deals will be announced in 2016.  OCN will use
proceeds from the mortgage servicing rights (MSR) sales and excess
cash flows from operations primarily to reduce the senior secured
term loan (SSTL).  S&P expects that by year-end 2015 the company
will reduce the SSTL to approximately $450 million, from the
current $709 million.  However, S&P expects that EBITDA will
decline throughout the coming quarters as servicing assets are sold
and replaced organically by OCN's origination efforts and through
broker and wholesale channels.  A potential offset to S&P's
expectation for reduced revenues could be OCN's aggressive cost
reduction initiatives announced during the second quarter earnings
call.  S&P will monitor the progress of the cost savings efforts
and any potential impact on servicing quality and production
capabilities.  Given both the expected reduction in debt and
EBITDA, S&P believes that leverage will remain in the 3.0x-4.0x
range.

The negative outlook reflects the uncertainty surrounding OCN's
ability to generate sufficient revenue to support debt levels.  S&P
believes that OCN faces increased strategic and operational risks
as it reduces its servicing portfolio and grows its residential
mortgage origination capabilities to generate servicing assets and
supplement fee revenue.

S&P could lower the rating on OCN if the company is unable to
successfully execute its current strategic plans, thus risking its
ability to generate recurring cash flow sufficient to support even
the projected levels of reduced debt.  For example, if debt to
EBITDA breaches 4.0x, with no plan for reducing it below the 4.0x
threshold, S&P could lower the rating.

S&P could revise the outlook to stable if OCN uses proceeds from
the sale of government-sponsored entity servicing assets to reduce
the firm's leverage, or if cash flow generated by the stabilized
operating model results in an improved leverage profile, such that
the projected debt-to-EBITDA ratio is sustainably below 3.0x, in
conjunction with supplementary leverage ratios consistent with an
"intermediate" assessment.  Along with the debt-to-EBITDA ratio,
S&P will also consider the firm's debt to equity given the quality
of the firm's primary asset, MSRs. If OCN's debt-to-equity ratio
declines below 1.0x, S&P would consider revising the outlook to
stable even if debt to EBITDA exceeds 4.0x. As of June 30, 2015,
the firm's debt-to-equity ratio was 1.7x.



PATRIOT COAL: U.S. Trustee Amends Retiree Panel Appointment
-----------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia a Second
Amended Official Appointment of Committee of Retired Employees.

The U.S. Trustee appointed these persons to serve on the
Committee:

      1. James R. Gillenwater
      2. Elizabeth Wills
      3. Carl Egnor, UMWA Representative

The Retiree Committee retains Stahl Cowen Crowley Addis LLC as it
counsel and Zolfo Cooper, LLC, as its bankruptcy consultants and
financial advisors.

                      About Patriot Coal

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

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

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

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

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

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

                        *     *     *

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


PETTERS COMPANY: Trustee Gets Approval to Take Part in Mediation
----------------------------------------------------------------
The Chapter 11 trustee of Petters Company Inc. received court
approval to enter into mediation with the defendants of over 200
lawsuits tied to a multibillion-dollar Ponzi scheme allegedly
operated by the company's owner.

The order, issued last week by U.S. Bankruptcy Judge Gregory
Kishel, allowed Douglas Kelley to take part in mediation with over
300 defendants who received money from companies owned by Minnesota
businessman Thomas Petters through fraudulent transfers.

The lawsuits seek to recover that money not only from investors but
also from employees and charitable organizations that received
donations from the businessman.

Mr. Petters, who has been accused of laundering more than $40
billion, allegedly used money from newer investors to repay the
notes held by older investors.  

The new investors were made to believe that their money would be
used to purchase consumer electronic goods for resale to big-box
retailers, according to court filings.

Mr. Kelley previously obtained court approval to enter into
mediation with creditors holding larger claims against the company.


The order issued last month allowed the trustee to pay the fees and
expenses of former bankruptcy judge Ralph Mabey of Kirton McConkie,
who served as mediator.
  
                     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.


PROPETRO SERVICES: Moody's Lowers CFR to Caa2; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded ProPetro Services, Inc.'s
Corporate Family Rating (CFR) to Caa2 from B3, Probability of
Default Rating (PDR) to Caa2-PD from B3-PD and the senior secured
credit facility to Caa2 from B3.  The Speculative Grade Liquidity
(SGL) Rating was also downgraded to SGL-4 from SGL-2 and the rating
outlook was changed to negative from stable.

"The rating downgrades were driven by the expected steep decline in
ProPetro's EBITDA and cash flow generation through 2016 due to the
decreased demand and severe margin compression for pressure pumping
services in the highly competitive Permian Basin," said Arvinder
Saluja, Moody's Senior Analyst.  "There is a higher likelihood of a
covenant breach necessitating either covenant negotiations or an
equity infusion from ProPetro's financial sponsors."

RATINGS RATIONALE

The downgrade of ProPetro's CFR to Caa2 from B3 was driven
primarily by the expectations for a sharp decline in EBITDA margins
due to the weakened demand for pressure pumping services in the
Permian Basin.  With no immediate signs of a commodity price
recovery or a meaningful increase in 2016 upstream capital budgets,
ProPetro's credit metrics will deteriorate materially and will lead
to a covenant breach in the first quarter 2016, if not sooner.
ProPetro's modest scale within the broader oilfield services
industry, concentrated operations in the Permian Basin, and
significant reliance on a highly volatile oilfield services
sub-segment (pressure pumping/hydraulic fracturing) for cash flow
generation constrains ratings.  Pressure pumping providers have
seen dramatic declines in demand for their services and this
segment represents over 90% of ProPetro's EBITDA.  The rating also
considers the highly cyclical and competitive nature of onshore
drilling and completion services demand, the short duration of
ProPetro's service contracts, and its private ownership.  The
rating benefits from ProPetro's good-quality fracturing (frac)
fleet, operating track record in one of the most active hydrocarbon
basins in North America, and established customer relationships.

The Caa2 rating on both the $40 million senior secured revolver and
senior secured term loan due 2019 ($200 million outstanding as of
June 30, 2015) is the same as the Caa2 CFR as they comprise most of
the funded debt.  Ratings of the revolver and term loan are
supported by the first lien on all assets and equity of the
company.  Terms of the credit facility include an excess cash flow
recapture based on the total leverage level.  The Caa2-PD
Probability-of-Default Rating reflects Moody's expectation for an
average recovery in a distressed scenario.

The SGL-4 rating reflects ProPetro's weak liquidity at least
through 2016.  There is $15 million available under the company's
$40 million revolving credit facility as of June 30, 2015, which
along with cash on hand of $17 million brought total liquidity to
$32 million.  The company is expected to generate $40 million - $50
million of EBITDA in 2015 and less than $40 million of EBITDA in
2016.  That level of EBITDA generation will not be sufficient to
cover the cash interest needs of $18 million - $22 million,
maintenance capital expenditure of $25 million - $30 million and
working capital swings.  The revolver commitment expires in 2018,
and the term loan matures in 2019.  The credit facility is subject
to a maximum debt / EBITDA ratio of 3.5x, stepping down to 3.25x on
March 31, 2016, 3.0x on March 31, 2017 and 2.75x on March 31, 2018.
Moody's do not expect the company to comply with this covenant
beyond 2015, needing covenant relief from lenders or an equity
infusion from the financial sponsors to cure any violation of the
covenant.  The company has few alternate liquidity sources of
liquidity as all assets are encumbered and any net proceeds from
asset sales have to be used to repay revolver borrowings
outstanding and the term loan balance within 180 days.

The negative outlook reflects the likelihood for even weaker
financial performance and the high likelihood of a covenant breach.
The outlook could be changed to stable if covenant relief is
obtained and annual EBITDA will be sustained above $70 million.

Ratings could be downgraded if the company does not get any needed
covenant relief or an equity infusion to cure a potential covenant
breach.  A downgrade could also occur if earnings deteriorate more
than expected resulting in EBITDA/interest coverage of less than
1x.  Ratings are not likely to be upgraded at least through 2016,
given the weak commodity price environment and softness in the
drilling and oilfield services sectors.  Should dayrates start
rising and lead to EBITDA of at least $85 million and debt/EBITDA
sustained below 4.5x, combined with at least adequate liquidity,
ProPetro's ratings could be upgraded.

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

ProPetro Services, Inc. is a Midland, Texas based private oilfield
services (OFS) company.v



PROPETRO SERVICES: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on oilfield services company ProPetro Services Inc.
and revised the outlook to negative from stable.  In addition, S&P
affirmed the 'B' issue-level rating on ProPetro's $220 million
senior secured term loan and $40 million revolving credit facility.
The recovery ratings on the debt remain '2', indicating
substantial (higher end of the 70%-90% range) recovery in a default
scenario.

"The outlook revision reflects our view of challenging market
conditions in the oilfield services industry as a result of the
drop in oil and natural gas prices and the reduction in E&P
companies' capital spending budgets," said Standard & Poor's credit
analyst John Rogers.  "Similar to many of its peers, ProPetro's
utilization and pricing for completion and fracking services have
declined materially in the first half of 2015 due to shrinking
demand and fierce market competition," he added.

The ratings on Midland, Texas-based ProPetro Services Inc. reflects
S&P's assessment of the company's "vulnerable" business risk
profile, "highly leveraged" financial risk profile, and "adequate"
liquidity, as per S&P's criteria.

ProPetro is a privately-held oilfield service company headquartered
in Midland, Texas.  The company provides a variety of services to
E&P operators, including oil and gas well drilling, stimulation,
cementing, coiled tubing, and flowback services.

The negative outlook reflects S&P's view that due to challenging
market conditions, ProPetro's leverage could approach levels S&P
would view as unsustainable and liquidity could deteriorate unless
the company is able achieve expected cost reductions.  S&P expects
the company's credit measures to deteriorate in 2015, with FFO/debt
in the 12% to 15% range and debt/EBITDA approaching 5x by
year-end.

S&P could lower the rating if liquidity deteriorated such that it
viewed it as "less than adequate" or if S&P viewed debt leverage as
unsustainable.

S&P could revise the outlook to stable if ProPetro is able to
maintain FFO/debt above 12% and adequate liquidity for a sustained
period.  Such a scenario would most likely incorporate the
company's expected cost reductions and stabilization in commodity
prices.



REGAL ENTERTAINMENT: Moody's Confirms B1 CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service confirmed the Corporate Family Rating and
Probability of Default Rating of Regal Entertainment Group (Regal)
at B1 and B1-PD, respectively.  Concurrently, Moody's confirmed the
B3 rating on the unsecured notes.  Moody's also confirmed the Ba1
senior secured credit facility rating of Regal Cinemas Corporation,
a subsidiary of Regal Entertainment Group. The rating outlook is
stable.

These actions conclude the review for upgrade initiated on
June 16, 2015, upon the adoption of Moody's updated approach for
standard adjustments for operating leases, which is explained in
the cross-sector rating methodology Financial Statement Adjustments
in the Analysis of Non-Financial Corporations, published on June
15, 2015.  The confirmation reflects our view that Regal's credit
risk remains unchanged.

A summary of actions follow:

Issuer: Regal Entertainment Group

Confirmations:
  Corporate Family Rating, Confirmed at B1
  Probability of Default Rating, Confirmed at B1-PD
  Senior Notes, Confirmed at B3, LGD5

Affirmations:

Issuer: Regal Entertainment Group
  Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

Issuer: Regal Cinemas Corporation
  Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Regal Cinemas Corporation
  Backed Senior Secured Bank Credit Facilities, Confirmed at Ba1,
   LGD2

Outlook Actions:

Issuer: Regal Entertainment Group
  Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

Regal's B1 corporate family rating incorporates the company's
liberal use of operating cash flow and the constraints imposed by a
mature industry experiencing a secular decline in attendance.
Additionally, the company is challenged by a dependence on a
limited number of movie studios, an unpredictable box office
result, and emerging competitive threats.  Despite these
challenges, the company is the largest operator in the US with 19%
North American market share which has remained steady over the last
five years.  In addition to its size and scale, the company
benefits from barriers to entry into the first-run window for
theatrical distribution, pricing power, high margins, and good
liquidity.

Despite prior challenges experienced during early 2000 when the
sector overbuilt and several major operators including Regal filed
for bankruptcy, the industry can be and is a durable business when
capital structures are reasonable and capital is allocated at a
rational pace for expansion and other uses.  Since its founding in
1989, the company has grown in size and scale through multiple
recessions, variability in the movie slate, and technological
advances, proving the business model is resilient.  Regal has
moderate leverage at 4.8x (Moody's adjusted at June 30, 2015,) and
has used a modest 18.5% of its funds from operations (as reported)
to grow through acquisition during the last five years.

Regal's liquidity is very good, as defined by its SGL-1 speculative
grade liquidity rating.  Moody's view is supported by strong cash
flows, a substantial cash balance, a moderately sized revolver, and
the value of the company's alternative sources of capital.  Regal
also benefits from a long dated capital structure, with no
meaningful maturities until 2022 when its term loan and senior
notes come due.

The stable outlook reflects our expectation the company will
generate positive free cash flow (after dividends), as well as
leverage sustained below 5 times (Moody's adjusted debt/EBITDA).
Given the maturity of the industry, limited opportunities for
growth, and the secular decline in attendance driven by the rise in
competitive threats, an upgrade is unlikely.  The company would
need to substantially improve its market position, competitive
defenses, and demonstrate: sustained debt-to-EBITDA below 4x, and
free cash to debt in excess of 5%.

A downgrade could result from sustained negative free cash flow,
debt-to-EBITDA sustained above 5.0x or a weakening of the business
model or strategic position of the company.

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



RELATIVITY MEDIA: Bid Deadline Passes, Offers for Assets Are Low
----------------------------------------------------------------
None of the bids for Relativity Media's assets has come close to
the $250 million offer from creditors informally known as stalking
horse bidders, Kinsey Lowe at Deadline.com reports, citing a person
familiar with the matter.  "All bids are quite low," the report
quoted the source as saying.

According to Deadline.com, the period for the acceptance of bids to
take the Company out of Chapter 11 bankruptcy protection ended on
Sept. 25, 2015.

Deadline.com relates that the Company is also seeking permission
from the U.S. Bankruptcy Court for the Southern District of New
York to sell all of its rights and other interests in the film
"Collide" pka Autobahn to IM Global Film Fund, LLC, or $200,000 and
additional possible payments of up to $630,000 in exchange for IMG
dropping objections to the Company's bankruptcy plan.  Court
documents say that the Company is proposing that:

      a. no later than March 1, 2016, the Purchaser will pay
         $200,000 to the Relativity Fashion, LLC, et al.;

      b. the Purchaser will pay to the Debtors, no later than the
         fifth business day of each month, an amount of cash equal

         to 50% of 100% of Purchaser's gross receipts for the
         prior month, until the amount paid to the Debtors equals
         $630,000 in the aggregate;

      c. the Purchaser waive its right to file a proof of claim
         against any of the Debtors in any of their bankruptcy
         cases; and

      d. the Purchaser will withdraw the rejection motion,
         obviating the need for the Debtors to incur any further
         litigation expense related to the contract.  The
         Purchaser is a contractual counterparty to an executory
         contract entitled "'Autobahn' - Exclusive License Deal
         Memo," dated Oct. 17, 2014, entered into between the
         Purchaser, as licensor, and Debtor RML DR Films, LLC, as
         distributor.

Open Road Films, according to court filings, would distribute
"Collide" and would be required to provide quarterly accounting
statements concerning gross receipts for the picture until amounts
due to the Company have been paid.

                   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: Bonus Retention Plans Get Court Approval
----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a New York
bankruptcy judge said on Sept. 28, 2015, he will approve Relativity
Media's plans for paying bonuses and incentives to some of the
Debtor's key executives and employees who the company has argued
are needed to keep the production house running as it
restructures.

U.S. Bankruptcy Judge Michael Wiles said at a hearing in Manhattan
that he would sign an order approving the plans later that day
after attorneys for Relativity told the court that it had resolved
objections brought by U.S. Trustee William Harrington.

As reported by the Troubled Company Reporter, the U.S. Trustee
filed an objection to Relativity Media's plan to offer bonuses to
the chief of its television production unit and other senior
employees, saying the debtor has failed to offer enough evidence
showing the bonuses don't run afoul of the Bankruptcy Code.
Law360's Randles reported that attorneys representing U.S. Trustee
William K. Harrington filed papers challenging bonuses set aside
for Thomas Forman, the CEO of Relativity's television unit, and
four other senior-level employees.  Harrington also is objecting to
another incentive plan.

                   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: Netflix Has Paid $283 Million to Use Films
------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
new court filings reveal Netflix Inc. has paid bankrupt film and
television studio Relativity Media LLC $283 million in licensing
fees since 2010 for exclusive rights to offer Relativity's films on
its video-streaming service, fees that the companies have
previously sought to keep confidential.

According to the report, in court papers filed on Sept. 24 in U.S.
Bankruptcy Court in Manhattan, Netflix joined more than 20
networks, directors and others that have objected to the film and
television studio's upcoming sale.  The objectors, which include
HBO, Univision, Viacom and A&E Television Networks, say they are
worried Relativity's new owner won't be able to fulfill commitments
the studio made before it filed for bankruptcy, the Journal said.

Of the $283 million paid as of August with regard to its U.S.
license, Netflix this year has paid $55 million to Relativity,
court papers show, the Journal related.

                   About Relativity Fashion

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


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

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

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

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


REPUBLIC AIRWAYS: Agrees with Pilots on Tentative Labor Pact
------------------------------------------------------------
Susan Carey, writing for Dow Jones' Daily Bankruptcy Review,
reported that regional carrier Republic Airways Holdings Inc.,
which has been warning for several months that it could be forced
to file for bankruptcy-court protection if it can't solve its
pressing pilot hiring and retention challenges, on Sept. 28 said it
reached consensual agreement with its 2,100 pilots on a new
three-year contract.

According to the report, Republic stock jumped 73% on Sept. 28 on
the news to trade at $5.04.  Its shares plunged to a low of $2.12
in late August and have been trading in the $3 range since, the
report noted.

Republic Airways Holdings Inc. is the holding company of Chautauqua
Airlines, Inc., Shuttle America Corporation and Republic Airline
Inc.  The Republic-owned airlines offer scheduled passenger
services on 1,253 flights daily to 105 cities in the U.S. and
Canada.


RESIDENTIAL FUNDING: MIG Partners' Bid to Withdraw Reference Denied
-------------------------------------------------------------------
Judge J. Paul Oetken of the United States District Court for the
Southern District of New York denied the motion filed by Mortgage
Investors Group to withdraw the reference to the Bankruptcy Court
in the Southern District of New York and to transfer venue to the
United States District Court for the District of Minnesota.

On May 13, 2014, ResCap Liquidating Trust filed a suit for breach
of contract and indemnification as an adversary proceeding against
Mortgage Investors Group, Inc.  On January 9, 2015, ResCap filed an
Amended Complaint, adding MIG Partnership and American Real Estate
Corporation as defendants.  MIG Partnership later filed a motion to
withdraw the reference and a motion to transfer, asserting that the
action is non-core.

Judge Oetken agreed that ResCap's breach of contract and
indemnification claims are not core to the bankruptcy proceeding.
However, the judge was persuaded by the analysis of other judges in
nearly identical ResCap cases that keeping ResCap's contract claims
in bankruptcy court "conserves judicial resources and promotes
judicial economy."

The case is RESCAP LIQUIDATING TRUST, Plaintiff, v. MORTGAGE
INVESTORS GROUP, INC; MORTGAGE INVESTORS GROUP, a general
partnership; and AMERICAN REAL ESTATE CORPORATION, Defendants, NO.
15-CV-1902 (JPO) (S.D.N.Y.).

A full-text copy of Judge Oetken's September 11, 2015 opinion and
order is available at http://is.gd/nVSrDBfrom Leagle.com.

ResCap Liquidating Trust is represented by:

          Alex J.B. Rossmiller, Esq.
          Isaac Nesser, Esq.
          John Patrick Sullivan, Esq.
          Peter E. Calamari, Esq.
          QUINN EMANUEL URQUHART & SULLIVAN, LLP
          51 Madison Avenue, 22nd Floor
          New York, NY 10010
          Tel: (212) 849-7000
          Fax: (212) 849-7100
          Email: isaacnesser@quinnemanuel.com
                 johnsullivan@quinnemanuel.com
                 petercalamari@quinnemanuel.com

Mortgage Investors Group, Inc. and American Real Estate Corporation
are represented by:

          Robert Fryd, Esq.
          WARSHAW BURSTEIN, LLP
          555 Fifth Avenue
          New York, NY 10017
          Tel: (212) 984-7700
          Fax: (212) 972-9150
          Email: rfryd@wbcsk.com

            -- and --

          Roland Paul Reynolds, Esq.
          PALMER, LOMBARDI & DONOHUE LLP
          515 South Flower Street, Suite 2100
          Los Angeles, CA 90071
          Tel: (213) 688-0430
          Fax: (213) 688-0440
          Email: rreynolds@pldlawyers.com

Mortgage Investors Group is represented by:

          Roland Paul Reynolds, Esq.
          PALMER, LOMBARDI & DONOHUE LLP
          515 South Flower Street, Suite 2100
          Los Angeles, CA 90071
          Tel: (213) 688-0430
          Fax: (213) 688-0440
          Email: rreynolds@pldlawyers.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.


RGIS SERVICES: Moody's Affirms B3 CFR & Changes Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of RGIS
Services, LLC's to negative from stable.  At the same time, Moody's
affirmed the B3 Corporate Family Rating, Caa1-PD Probability of
Default Rating, and the B3 rating on the senior secured credit
facilities.

The change in outlook to negative reflects the risk that after
several years of earnings declines RGIS may not be able to
demonstrate stabilization in its operating performance and position
itself to refinance its approaching debt maturities in 2017 without
principal impairment.  The decline in management-adjusted EBITDA
accelerated to 19% in 2014 and continued in 1H 2015, as wage
increases and foreign currency translation added to the impact of
price declines.

Moody's affirmed the company's ratings based on good liquidity
supported by positive free cash flow generation, credit metrics
that are in line with the B3 rating, and opportunities to reduce
operating costs.  The new management team is implementing
productivity and cost reduction initiatives, which combined with
continued international growth, could stabilize the business and
reverse its earnings declines.

Moody's took these rating actions:

Issuer: RGIS Services, LLC

   -- Corporate Family Rating, affirmed at B3
   -- Probability of Default Rating, affirmed at Caa1-PD
   -- $60 million senior secured revolver due 2017, affirmed at B3

      (LGD3)
   -- $6 million senior secured term loan B due 2016, affirmed at
      B3 (LGD3)
   -- $525 million senior secured term loan C due 2017, affirmed
      at B3 (LGD3)
   -- Outlook, changed to Negative from Stable

RATINGS RATIONALE

RGIS' B3 CFR primarily reflects the company's ongoing earnings
contraction and approaching maturities.  The company has
experienced pricing pressure on domestic and, to a lesser extent,
international inventory counting services, which has resulted in
EBITDA contraction since 2011.  Beginning in 2014, RGIS has also
been challenged by U.S. labor cost increases, reflecting minimum
wage legislation and slowly improving labor conditions.  The
company's foreign operations are growing but the currency
translation impact of the strong US dollar has diminished its
reported profitability.  In addition, RGIS' revenues are vulnerable
to the secular decline of retail customers' inventory levels as a
result of the shift to ecommerce.  These risks are partly mitigated
by the mandated nature of inventory counting services, RGIS'
long-standing relationships with its largest customers, leading
market share and national footprint in the U.S., and meaningful
international diversification.  RGIS' historically positive
(although substantially diminished) free cash flow generation
provides a key support to the rating.  Credit metrics have only
modestly weakened over the past several years, supported by
approximately $280 million of debt repayment, with debt/EBITDA in
the high-5 times range and EBITA/interest expense in the low-2
times (Moody's-adjusted) as of June 2015.

The ratings could be downgraded if the company does not undertake
meaningful productivity initiatives, continue strong growth in its
international operations, and stabilize its US operating
performance in the next several quarters.  A deterioration in
liquidity, such as lower free cash flow generation or revolver
borrowings, could also pressure the rating.  In addition, the
ratings could be downgraded if the company fails to refinance its
debt at par in a timely or economical manner.

The outlook could revert back to stable if the company demonstrates
a sustained reversal in its operating performance and maintains
good liquidity, including full availability on the revolver and
covenant compliance.  An upgrade in the near term is unlikely based
on the company's declining earnings performance and upcoming
maturities.

RGIS Services, LLC, a wholly-owned subsidiary of RGIS Holdings,
LLC, provides inventory counting services primarily to retailers
throughout North America, South America, Asia, Australia, and
Europe.  Revenues for the twelve months ended June 30, 2015 were
approximately $637 million, with about 39% of annual revenues
generated outside the US.  The company has been majority-owned by
the Blackstone Group since 2007.

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



RKI EXPLORATION: Moody's Withdraws B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of RKI
Exploration & Production, LLC (RKI).  The ratings withdrawal
follows the acquisition of RKI by WPX Energy, Inc. (WPX, Ba1
negative) in August 2015.  WPX fully repaid RKI's notes as part of
the transaction.

Ratings Withdrawn:

List of ratings
  Corporate Family Rating: B2
  Probability of Default: B2-PD
  Senior Unsecured: B3
  Speculative Grade Liquidity Rating: SGL-3



ROBERT DEMAURO: Judge Drills Down on Tuition Payments
-----------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Judge Julie Manning of the U.S. Bankruptcy Court in New Haven,
Conn., asked lawyers representing bankrupt Robert and Jean DeMauro
and Johnson & Wales to file more documents to determine who exactly
paid the tuition of the Demauro's daughter in the couple's bid for
the return of the tuition money.

According to the Journal, in a lawsuit filed by the couple, a
bankruptcy trustee argued that tuition payments to Johnson & Wales,
a private Rhode Island university, should be clawed back because
the couple didn't benefit from making the payments -- their
daughter did.  The tuition money didn't come from the DeMauros'
pockets but rather from the U.S. Department of Education's Parent
PLUS loan program, which is available for undergraduate student who
have maxed out borrowing on other federal loans, the Journal said.

The Journal related that according to a recording of the Sept. 16
hearing, Judge Manning questioned the bankruptcy trustee's attempt
to take back the money by asking: "How is it the debtor's property
then if it's made by a third party?"


SABINE OIL: U.S. Trustee to Hold 341 Meeting Today
--------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Sabine Oil & Gas
Corp. will hold a meeting of creditors today, Sept. 29, 2015, at
2:00 p.m.

The meeting will take place at the Office of the U.S. Trustee for
the Southern District of New York, 4th Floor, 80 Broad Street, in
New York.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                       About Sabine Oil & Gas

Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S.  The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville.  The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315
non-operating) and has approximately 165 full-time employees.

Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.

The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent.  The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.

The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors.  The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.


SAMSON RESOURCES: Meeting Tomorrow to Form Creditors' Committee
---------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on September 30, 2015, at 10:00 a.m. in the
bankruptcy case of Samson Resources Corporation, et al.

The meeting will be held at:

         Sheraton Suites Wilmington Downtown
         422 Delaware Ave.
         Wilmington, DE 19801

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it represents.


SFX ENTERTAINMENT: Moody's Considers $60MM Funding as Credit Pos.
-----------------------------------------------------------------
Moody's Investors Service said SFX Entertainment, Inc.'s (SFXE;
Caa3 negative) $60 million in preferred share funding is credit
positive because the company has access to much needed additional
funding.  That said, because the company's future cash flow
requirements continue to be uncertain, the incremental funding has
no rating or outlook implications.  Potential positive rating and
outlook adjustments will depend on clarity of forward-looking
operational results, as well as clarity of operational results
translating into cash flow.

Headquartered in New York, New York, SFXE, with approximately
$312 million in pro-forma revenues, is a leading producer of live
events and media and entertainment content focused exclusively on
electronic music culture.



STANDARD REGISTER: Plan, Disclosures Hearing Set for Nov. 16
------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on Nov. 16, 2015, at
10:00 a.m. (ET) to consider approval of the disclosure statement
explaining SRC Liquidation Company, f/k/a The Standard Register
Company, et al.'s First Amended Chapter 11 Plan of Liquidation and
confirmation of the Plan.

Objections, if any, to approval of the Disclosure Statement and/or
confirmation of the Plan must be submitted on or before Nov. 2.

The Debtors' Plan proposes to pay 1% of the allowed claims of
general unsecured creditors.

According to the explanatory Disclosure Statement, the Debtors'
assets were sold to Taylor Corp., a privately held company in the
same business as the Debtors.  The proceeds from the Taylor Sale
were used to (i) repay the Debtors' Postpetition DIP Financing,
(ii) pay the Claims of the First Lien Term Lenders, (iii) pay a
portion of the Claims of the Second Lien Term Lenders, and (iv)
fund the $5 million GUC Cash Payment.

Taylor also assumed certain limited obligations of the Debtors and
advanced approximately $15.076 million to the Debtors to be used
by the Debtors for the payment of claims related to the wind-down
of the Debtors and their Chapter 11 Cases.  The Debtors used a
portion of the Wind-Down Amount to loan $600,000 to the GUC Trust
as the GUC Trust Seed Funding Amount.  Any portion of the Wind-
Down Amount that is not used to pay claims related to the wind-
down of the Debtors and to wind down the Chapter 11 Cases will be
returned to Taylor, although it is not currently anticipated that
there will be any excess Wind-Down Amount to return to Taylor.

A full-text copy of the Disclosure Statement dated Sept. 22 is
available at http://bankrupt.com/misc/SRCds0921.pdf

                     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.


TRADER CORPORATION: Moody's Raises CFR to B2; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Trader Corporation's corporate
family rating to B2 from B3, probability of default rating to B2-PD
from B3-PD, secured revolver rating to Ba2 from Ba3, and secured
notes rating to B1 from B3.  Moody's also upgraded the company's
speculative grade liquidity rating to SGL-2 from SGL-3 and changed
the ratings outlook to stable from positive.

"The upgrade of the CFR reflects Trader's demonstrated improvement
in operating performance and expectations that the company's credit
metrics will continue to improve through the next 12 to 18 months,"
said Peter Adu, a Moody's analyst.  "The two notch upgrade of the
secured notes rating reflects the loss absorption capacity provided
by the $110 million subordinated shareholder loans, which we now
treat as 100% debt" Adu added.  "The upgrade of the SGL rating
reflects expectations for good free cash flow generation" Adu
further added.

Ratings Upgraded:

  Corporate Family Rating, to B2 from B3
  Probability of Default Rating, to B2-PD from B3-PD
  C$30M Senior Secured Bank Credit Facility, to Ba2 (LGD1) from
   Ba3 (LGD1)
  US$290M Senior Secured Notes, to B1 (LGD3) from B3 (LGD3)
  Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

Outlook:
Changed to Stable from Positive

RATINGS RATIONALE

Trader's B2 CFR primarily reflects Moody's expectation of mid-4x
leverage (adjusted Debt/EBITDA) through the next 12 to 18 months
(was 5.3x at LTM Q2/2015), the company's very small size and
narrow-focus, risk of new entrants, and competitive pressures,
offset by the company's successful transition to digital from
print, strong position in the Canadian used automobile advertising
market and demonstrated ability to de-lever.  The rating also
assumes that the company would not increase leverage to fund a
dividend to its private equity owner.  As well, the rating
considers the company's well recognized brand in Canada, good
subscription-based recurring revenue, and strong EBITA margins.

Trader has good liquidity (SGL-2), supported by cash of $40 million
at Q2/15 and Moody's expectation for annual free cash flow in
excess of $30 million.  Trader's undrawn $30 million committed
revolving credit facility is due in July 2016 and Moody's does not
assume its renewal in the liquidity analysis.  Trader is subject to
leverage and interest coverage covenants and Moody's expects
cushion above 45% through the next 4 to 6 quarters.  The company's
ability to generate liquidity from asset sale proceeds is limited
as its assets secured the revolver and the notes.

The outlook is stable to reflect Moody's expectation that the
company will improve its credit metrics further to compensate for
its scale/diversity limitations and thereby firmly position itself
in the B2 rating.  The stable outlook also assumes that the company
will not increase leverage to fund a dividend payment to its
private owner.

An upgrade would be considered if Trader sustained adjusted
Debt/EBITDA below 3.5x and EBITA/Interest above 3x.  Trader's
rating would be downgraded if revenue growth remains negative for
an extended period or if competitive pressures cause a
deterioration in its earnings such that adjusted Debt/ EBITDA is
sustained above 5.5x and EBITA/Interest below 1.5x.  Shareholder
return activity may also result in a ratings downgrade.

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

Trader Corporation is a provider of advertising and digital
marketing services for Canadian automotive dealers.  Revenue for
the last twelve months ended June 27, 2015 was C$188 million.  The
company is wholly-owned by Apax Partners and is headquartered in
Toronto, Ontario, Canada.


TRANSOCEAN INC: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Transocean Inc. and revised the outlook to
negative from stable.  At the same time, S&P affirmed the 'BB+'
issue-level rating on the company's senior unsecured debt.  The
recovery rating on the debt remains '3', indicating S&P's
expectations for meaningful (high end of the 50% to 70% range)
recovery in the event of a default.

"The outlook revision follows our review of Transocean's ratings in
the context of lower expectations for demand for offshore drilling
services," said Standard & Poor's credit analyst Ben Tsocanos.  "We
forecast that credit measures will be weak for the 'BB+' rating
despite the company's progress reducing expenses, retiring drilling
rigs, and deferring capital spending," he added.

The company has also recommended that shareholders approve a
suspension of its dividend, which would save about $55 million in
2015 and $220 million per year thereafter.  S&P expects dayrates on
new contracts and fleet utilization levels to be weak in 2016 and
2017 because of an oversupply of offshore drilling rigs and weak
demand, due in large part to low oil prices.  S&P forecasts lower
internal cash flow generation at a time when Transocean has high
committed capital spending for new rigs that will result in limited
free operating cash flow over the next two years.  The company has
significant debt maturities over the period that would be
challenging to refinance on attractive terms under current market
conditions, though its significant liquidity decreases refinancing
risk.  S&P also believes that Transocean has largely resolved its
financial exposure to the Macondo disaster, reducing uncertainty
regarding future liquidity requirements.

The ratings on Transocean reflect S&P's assessment of the company's
"satisfactory" business risk and "aggressive" financial risk
profiles.  S&P assess Transocean's liquidity as "adequate."

The negative outlook reflects S&P's expectation that Transocean's
credit measures will weaken as contracts roll off and weak demand
results in difficulty replacing them.  S&P projects that leverage
will deteriorate in 2016 and 2017, with FFO to debt falling into
the area of 15%.

S&P would consider a downgrade if credit measures deteriorate
further than it currently forecasts, such that FFO to debt declined
to less than 12% on a sustained basis.  Such a scenario could occur
if the company fails to achieve its cost-reduction goals, or if
demand for offshore contract drilling services does not materialize
in 2017.

S&P could consider a stable outlook if it expected Transocean's
credit measures to improve such that FFO to debt is closer to 20%
on a sustained basis.  Improvement would likely require recovery in
offshore contract drilling market conditions.



WET SEAL: Wants Until Nov. 30 to Solicit Plan Acceptances
---------------------------------------------------------
BankruptcyData reported that Wet Seal filed with the U.S.
Bankruptcy Court a motion for a second extension of the exclusive
period during which the Company can solicit acceptances for its
Chapter 11 Plan until Nov. 30, 2015.

The motion explains, "In the approximately nine months the chapter
11 cases have been pending, the Debtors have been required to
navigate an entirely different course from that contemplated on the
Petition Date.  Indeed, the Debtors commenced the chapter 11 cases
intending to pursue an internal plan of reorganization.

However, after Mador Lending, LLC (buyer) prevailed at an auction
on March 12, 2015, with a proposed sale transaction; the Debtors
were forced to quickly reorder the cases.  The sale of the Debtors'
business to buyer closed on April 15, 2015, after which the
Debtors, the Committee and buyer successfully negotiated and
documented the Plan.  The Debtors submit that the complexity and
limited duration of the chapter 11 cases warrant the extension of
the solicitation period.

The motion also notes, "The Debtors seek to extend the solicitation
period until Nov. 30, 2015, a month after the hearing on
confirmation of the Plan, without prejudice to the Debtors' right
to seek a further extension of the Solicitation Period, as may be
appropriate under the circumstances."  

The Court scheduled an Oct. 30, hearing, with objections due by
Oct. 9, 2015.

                          About Wet Seal

The Wet Seal, Inc., et al., are retailers selling fashion apparel
and accessory items designed for female customers aged 13 to 24
years old.

The Company, and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed for
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to 15-10084) on Jan. 15, 2015.  The Wet Seal, Inc., disclosed
$215,254,952 in assets and $60,598,968 in liabilities as of the
Chapter 11 filing.

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11
counsel.  FTI Consulting serves as the Debtors' restructuring
advisor.  The Debtors' investment banker is Houlihan Lokey.  The
Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing
agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.  

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.  The Committee retained Pachulski Stang Ziehl & Jones
LLP as its counsel and Province Inc. as its financial advisor.

The Wet Seal, Inc., changed its name to "Seal123, Inc." on
April 17, 2015, in accordance with the asset purchase agreement
with Mador Lending, LLC, an affiliate of Versa Capital Management,
LLC, as buyer.


[] More Smaller US Colleges Expected to Close, Merge
----------------------------------------------------
Closures and mergers among small US colleges are poised to rise in
the next few years amid continued revenue declines, but the overall
number will remain low, limiting significant disruptions to the
broader higher education sector, says Moody's Investors Service.

Closures among four-year public and private not-for-profit colleges
averaged five per year from 2004-14, while mergers averaged two to
three.  The closure rate will likely triple by 2017, while the
merger rate will more than double, according to the report.  Still,
schools affected by both measures will remain below 1% of the 2,300
four-year, not-for-profit private and public colleges.

Small private colleges are defined as those with fiscal 2014
operating revenue below $100 million and small public colleges as
those with revenue below $200 million, according to the report,
"Small College Closures Poised to Increase."

"Enrollment declines and lost market share for smaller colleges
continue to spur closures and mergers, as students increasingly opt
for larger colleges with greater academic resources," says Dennis
Gephardt, a Moody's Vice President - Senior Credit Officer.
"However, the low total number of closures and mergers suggests a
muted impact on the sector, especially given the small size of
these colleges."

Moody's notes that most small colleges will fail to achieve
sustained revenue growth above 2% per year, which puts them at a
disadvantage in a highly competitive higher education environment.
Furthermore, small colleges will continue to lose market share to
larger ones, hurting their ability to invest in academic programs,
student life and facilities.

Inefficient cost structures are also hampering the ability of small
colleges to invest in their programs and facilities.  By relying on
falling tuition revenue to fund the majority of their rising fixed
costs, small colleges without endowment or gift revenue will be
increasingly challenged to properly fund ongoing operations.

"But amid deep financial distress, small colleges can prove to be
steadfast," adds Gephardt.  "Some colleges can be bolstered by
extraordinary donor support, balance sheet strength, or by
specializing in a specific niche that is attractive to students."



[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-      Total
                                    Total    Holders'    Working
                                   Assets      Equity    Capital
  Company          Ticker            ($MM)       ($MM)      ($MM)
  -------          ------          ------    --------    -------
ABSOLUTE SOFTWRE   ABT CN           149.9       (13.1)      (8.1)
ABSOLUTE SOFTWRE   OU1 GR           149.9       (13.1)      (8.1)
ABSOLUTE SOFTWRE   ALSWF US         149.9       (13.1)      (8.1)
ADV MICRO DEVICE   AMD* MM        3,381.0      (141.0)   1,052.0
ADVANCED EMISSIO   ADES US          106.4       (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US          424.8       (50.1)    (110.8)
AEROJET ROCKETDY   GCY GR         1,898.1       (95.6)     143.6
AEROJET ROCKETDY   GCY TH         1,898.1       (95.6)     143.6
AEROJET ROCKETDY   AJRD US        1,898.1       (95.6)     143.6
AIR CANADA         AC CN         12,374.0      (388.0)     (53.0)
AIR CANADA         ACDVF US      12,374.0      (388.0)     (53.0)
AIR CANADA         ADH2 TH       12,374.0      (388.0)     (53.0)
AIR CANADA         ACEUR EU      12,374.0      (388.0)     (53.0)
AIR CANADA         ADH2 GR       12,374.0      (388.0)     (53.0)
AK STEEL HLDG      AKS* MM        4,335.4      (463.0)     863.4
AMER RESTAUR-LP    ICTPU US          33.5        (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US        1,998.7       (42.4)     263.0
ANGIE'S LIST INC   8AL TH           176.1       (21.6)     (26.0)
ANGIE'S LIST INC   ANGI US          176.1       (21.6)     (26.0)
ANGIE'S LIST INC   8AL GR           176.1       (21.6)     (26.0)
ARIAD PHARM        ARIAEUR EU       543.0       (13.8)     209.9
ARIAD PHARM        ARIA US          543.0       (13.8)     209.9
ARIAD PHARM        ARIACHF EU       543.0       (13.8)     209.9
ARIAD PHARM        ARIA SW          543.0       (13.8)     209.9
ARIAD PHARM        APS TH           543.0       (13.8)     209.9
ARIAD PHARM        APS GR           543.0       (13.8)     209.9
ASPEN TECHNOLOGY   AZPN US          315.4       (48.5)     (32.8)
ASPEN TECHNOLOGY   AST GR           315.4       (48.5)     (32.8)
AUTOZONE INC       AZO US         8,032.4    (1,643.2)    (742.6)
AUTOZONE INC       AZOEUR EU      8,032.4    (1,643.2)    (742.6)
AUTOZONE INC       AZ5 TH         8,032.4    (1,643.2)    (742.6)
AUTOZONE INC       AZ5 GR         8,032.4    (1,643.2)    (742.6)
AUTOZONE INC       AZ5 QT         8,032.4    (1,643.2)    (742.6)
AVID TECHNOLOGY    AVID US          276.2      (338.1)    (147.2)
AVID TECHNOLOGY    AVD GR           276.2      (338.1)    (147.2)
AVINTIV SPECIALT   POLGA US       1,991.4        (3.9)     322.1
BARRACUDA NETWOR   CUDA US          400.4       (31.3)      36.9
BARRACUDA NETWOR   7BM GR           400.4       (31.3)      36.9
BARRACUDA NETWOR   CUDAEUR EU       400.4       (31.3)      36.9
BERRY PLASTICS G   BERY US        5,011.0       (74.0)     634.0
BERRY PLASTICS G   BP0 GR         5,011.0       (74.0)     634.0
BLUE BUFFALO PET   B6B GR           459.5       (33.7)     258.1
BLUE BUFFALO PET   BUFF US          459.5       (33.7)     258.1
BLUE BUFFALO PET   B6B TH           459.5       (33.7)     258.1
BRINKER INTL       EAT US         1,435.9       (78.5)    (228.8)
BRINKER INTL       BKJ GR         1,435.9       (78.5)    (228.8)
BRP INC/CA-SUB V   B15A GR        2,223.5       (31.1)     255.8
BRP INC/CA-SUB V   DOO CN         2,223.5       (31.1)     255.8
BRP INC/CA-SUB V   BRPIF US       2,223.5       (31.1)     255.8
BURLINGTON STORE   BUI GR         2,673.6       (40.6)     166.6
BURLINGTON STORE   BURL* MM       2,673.6       (40.6)     166.6
BURLINGTON STORE   BURL US        2,673.6       (40.6)     166.6
CABLEVISION SY-A   CVCEUR EU      6,712.1    (4,951.2)      61.0
CABLEVISION SY-A   CVY TH         6,712.1    (4,951.2)      61.0
CABLEVISION SY-A   CVY GR         6,712.1    (4,951.2)      61.0
CABLEVISION SY-A   CVC US         6,712.1    (4,951.2)      61.0
CABLEVISION-W/I    8441293Q US    6,712.1    (4,951.2)      61.0
CABLEVISION-W/I    CVC-W US       6,712.1    (4,951.2)      61.0
CAMBIUM LEARNING   ABCD US          156.6       (75.1)     (16.2)
CASELLA WASTE      WA3 GR           657.5       (18.9)      (1.2)
CASELLA WASTE      CWST US          657.5       (18.9)      (1.2)
CEDAR FAIR LP      7CF GR         2,076.3        (3.5)     (89.1)
CEDAR FAIR LP      FUN US         2,076.3        (3.5)     (89.1)
CENTENNIAL COMM    CYCL US        1,480.9      (925.9)     (52.1)
CHARTER COM-A      CHTR US       17,319.0       (31.0)  (1,180.0)
CHARTER COM-A      CKZA TH       17,319.0       (31.0)  (1,180.0)
CHARTER COM-A      CKZA GR       17,319.0       (31.0)  (1,180.0)
CHOICE HOTELS      CZH GR           702.6      (385.5)     195.9
CHOICE HOTELS      CHH US           702.6      (385.5)     195.9
CINCINNATI BELL    CBB US         1,509.6      (403.5)      (0.2)
CINCINNATI BELL    CIB GR         1,509.6      (403.5)      (0.2)
CLEAR CHANNEL-A    CCO US         6,188.4      (263.3)     386.6
CLEAR CHANNEL-A    C7C GR         6,188.4      (263.3)     386.6
CLIFFS NATURAL R   CLF* MM        2,609.4    (1,740.2)     623.8
COLLEGIUM PHARMA   COLL US            5.1       (12.2)      (5.9)
CORIUM INTERNATI   6CU GR            59.3        (5.4)      31.2
CORIUM INTERNATI   CORI US           59.3        (5.4)      31.2
CRIUS ENERGY TRU   KWH-U CN         307.3       (53.4)     (69.5)
CYAN INC           CYNI US          112.1       (18.4)      56.9
CYAN INC           YCN GR           112.1       (18.4)      56.9
DELEK LOGISTICS    DKL US           352.0       (15.8)       5.5
DELEK LOGISTICS    D6L GR           352.0       (15.8)       5.5
DIRECTV            DTV US        25,321.0    (3,463.0)   1,360.0
DIRECTV            DTVEUR EU     25,321.0    (3,463.0)   1,360.0
DIRECTV            DTV CI        25,321.0    (3,463.0)   1,360.0
DOMINO'S PIZZA     DPZ US           597.9    (1,245.7)     135.3
DOMINO'S PIZZA     EZV GR           597.9    (1,245.7)     135.3
DOMINO'S PIZZA     EZV TH           597.9    (1,245.7)     135.3
DUN & BRADSTREET   DB5 GR         2,092.7    (1,217.9)    (412.7)
DUN & BRADSTREET   DNB US         2,092.7    (1,217.9)    (412.7)
DUN & BRADSTREET   DB5 TH         2,092.7    (1,217.9)    (412.7)
DUN & BRADSTREET   DNB1EUR EU     2,092.7    (1,217.9)    (412.7)
DUNKIN' BRANDS G   DNKN US        3,358.7       (87.9)     269.5
DUNKIN' BRANDS G   2DB GR         3,358.7       (87.9)     269.5
DUNKIN' BRANDS G   2DB TH         3,358.7       (87.9)     269.5
DURATA THERAPEUT   DTA GR            82.1       (16.1)      11.7
DURATA THERAPEUT   DRTX US           82.1       (16.1)      11.7
DURATA THERAPEUT   DRTXEUR EU        82.1       (16.1)      11.7
EDGEN GROUP INC    EDG US           883.8        (0.8)     409.2
ENERGIZER HOLDIN   ENR US         1,117.1      (296.9)     316.4
EOS PETRO INC      EOPT US            1.2       (25.4)     (26.6)
EXELIXIS INC       EXEL US          248.8      (188.2)      31.5
EXELIXIS INC       EXELEUR EU       248.8      (188.2)      31.5
EXELIXIS INC       EX9 GR           248.8      (188.2)      31.5
EXELIXIS INC       EX9 TH           248.8      (188.2)      31.5
EXTENDICARE INC    EXE CN         2,167.5       (10.8)     (47.7)
EXTENDICARE INC    EXETF US       2,167.5       (10.8)     (47.7)
FERRELLGAS-LP      FEG GR         1,592.9      (103.4)      23.7
FERRELLGAS-LP      FGP US         1,592.9      (103.4)      23.7
FREESCALE SEMICO   1FS GR         3,165.0    (3,173.0)   1,257.0
FREESCALE SEMICO   FSLEUR EU      3,165.0    (3,173.0)   1,257.0
FREESCALE SEMICO   1FS TH         3,165.0    (3,173.0)   1,257.0
FREESCALE SEMICO   FSL US         3,165.0    (3,173.0)   1,257.0
GAMING AND LEISU   2GL GR         2,516.0      (135.8)       5.9
GAMING AND LEISU   GLPI US        2,516.0      (135.8)       5.9
GARDA WRLD -CL A   GW CN          1,401.9      (325.2)      39.5
GARTNER INC        GGRA GR        1,861.0      (170.2)    (138.5)
GARTNER INC        IT US          1,861.0      (170.2)    (138.5)
GENESIS HEALTHCA   GEN US         6,103.4      (244.5)     228.5
GENESIS HEALTHCA   SH11 GR        6,103.4      (244.5)     228.5
GENTIVA HEALTH     GHT GR         1,225.2      (285.2)     130.0
GENTIVA HEALTH     GTIV US        1,225.2      (285.2)     130.0
GLG PARTNERS INC   GLG US           400.0      (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US         400.0      (285.6)     156.9
GOLD RESERVE INC   GRZ CN            16.3       (28.8)     (39.0)
GRAHAM PACKAGING   GRM US         2,947.5      (520.8)     298.5
GYMBOREE CORP/TH   GYMB US        1,243.7      (378.0)      32.7
HCA HOLDINGS INC   HCA US        31,710.0    (5,955.0)   2,983.0
HCA HOLDINGS INC   2BH TH        31,710.0    (5,955.0)   2,983.0
HCA HOLDINGS INC   HCAEUR EU     31,710.0    (5,955.0)   2,983.0
HCA HOLDINGS INC   2BH GR        31,710.0    (5,955.0)   2,983.0
HD SUPPLY HOLDIN   5HD GR         6,505.0      (393.0)   1,466.0
HD SUPPLY HOLDIN   HDS US         6,505.0      (393.0)   1,466.0
HERBALIFE LTD      HLF US         2,415.1      (196.4)     363.2
HERBALIFE LTD      HOO GR         2,415.1      (196.4)     363.2
HERBALIFE LTD      HLFEUR EU      2,415.1      (196.4)     363.2
HOVNANIAN-A-WI     HOV-W US       2,549.3      (151.5)   1,595.3
HUGHES TELEMATIC   HUTCU US         110.2      (101.6)    (113.8)
IEG HOLDINGS COR   IEGH US            -          (3.8)      (0.6)
IHEARTMEDIA INC    IHRT US       13,626.9   (10,240.8)     816.5
INFOR US INC       LWSN US        6,778.1      (460.0)    (305.9)
INVENTIV HEALTH    VTIV US        2,154.4      (613.8)      84.5
IPCS INC           IPCS US          559.2       (33.0)      72.1
ISTA PHARMACEUTI   ISTA US          124.7       (64.8)       2.2
JUST ENERGY GROU   1JE GR         1,229.2      (528.2)      (6.6)
JUST ENERGY GROU   JE CN          1,229.2      (528.2)      (6.6)
JUST ENERGY GROU   JE US          1,229.2      (528.2)      (6.6)
L BRANDS INC       LBEUR EU       6,804.0      (647.0)     928.0
L BRANDS INC       LB US          6,804.0      (647.0)     928.0
L BRANDS INC       LTD TH         6,804.0      (647.0)     928.0
L BRANDS INC       LTD GR         6,804.0      (647.0)     928.0
L BRANDS INC       LB* MM         6,804.0      (647.0)     928.0
LANTHEUS HOLDING   0L8 GR           233.6      (195.6)      41.4
LANTHEUS HOLDING   LNTH US          233.6      (195.6)      41.4
LEAP WIRELESS      LWI TH         4,662.9      (125.1)     346.9
LEAP WIRELESS      LWI GR         4,662.9      (125.1)     346.9
LEAP WIRELESS      LEAP US        4,662.9      (125.1)     346.9
LORILLARD INC      LLV GR         4,154.0    (2,134.0)   1,135.0
LORILLARD INC      LO US          4,154.0    (2,134.0)   1,135.0
LORILLARD INC      LLV TH         4,154.0    (2,134.0)   1,135.0
MAJESCOR RESOURC   MJXEUR EU          0.1        (3.2)      (3.2)
MALIBU BOATS-A     MBUU US          189.1       (11.3)       6.7
MALIBU BOATS-A     M05 GR           189.1       (11.3)       6.7
MANNKIND CORP      MNKD US          352.6      (115.5)    (196.4)
MARRIOTT INTL-A    MAQ TH         6,321.0    (3,033.0)  (1,611.0)
MARRIOTT INTL-A    MAQ GR         6,321.0    (3,033.0)  (1,611.0)
MARRIOTT INTL-A    MAR US         6,321.0    (3,033.0)  (1,611.0)
MCBC HOLDINGS IN   MCFT US           91.6       (44.8)     (38.2)
MCBC HOLDINGS IN   1SG GR            91.6       (44.8)     (38.2)
MDC COMM-W/I       MDZ/W CN       1,848.6      (273.8)    (394.7)
MDC PARTNERS-A     MDZ/A CN       1,848.6      (273.8)    (394.7)
MDC PARTNERS-A     MD7A GR        1,848.6      (273.8)    (394.7)
MDC PARTNERS-A     MDCA US        1,848.6      (273.8)    (394.7)
MDC PARTNERS-EXC   MDZ/N CN       1,848.6      (273.8)    (394.7)
MERITOR INC        MTOR US        2,453.0      (591.0)     360.0
MERITOR INC        AID1 GR        2,453.0      (591.0)     360.0
MERRIMACK PHARMA   MP6 GR           105.0      (143.1)     (33.7)
MERRIMACK PHARMA   MACK US          105.0      (143.1)     (33.7)
MICHAELS COS INC   MIM GR         1,864.0    (1,992.6)     501.0
MICHAELS COS INC   MIK US         1,864.0    (1,992.6)     501.0
MIDSTATES PETROL   MPO1EUR EU     1,796.2      (322.8)     117.4
MONEYGRAM INTERN   MGI US         4,464.6      (248.7)     (40.4)
MOODY'S CORP       MCOEUR EU      4,999.5      (103.4)   1,939.2
MOODY'S CORP       DUT TH         4,999.5      (103.4)   1,939.2
MOODY'S CORP       DUT GR         4,999.5      (103.4)   1,939.2
MOODY'S CORP       MCO US         4,999.5      (103.4)   1,939.2
MPG OFFICE TRUST   1052394D US    1,280.0      (437.3)       -
NATHANS FAMOUS     NFA GR            85.6       (62.7)      59.1
NATHANS FAMOUS     NATH US           85.6       (62.7)      59.1
NATIONAL CINEMED   NCMI US        1,010.5      (221.6)      73.0
NATIONAL CINEMED   XWM GR         1,010.5      (221.6)      73.0
NAVIDEA BIOPHARM   NAVB IT           22.2       (44.6)      13.9
NAVISTAR INTL      NAV US         6,769.0    (4,809.0)     873.0
NAVISTAR INTL      IHR GR         6,769.0    (4,809.0)     873.0
NAVISTAR INTL      IHR TH         6,769.0    (4,809.0)     873.0
NEW ENG RLTY-LP    NEN US           177.2       (29.6)       -
NORTHWEST BIO      NWBO US           64.2       (76.2)     (95.3)
NORTHWEST BIO      NBYA GR           64.2       (76.2)     (95.3)
NTELOS HOLDINGS    NTLS US          700.2       (14.3)     185.6
OMTHERA PHARMACE   OMTH US           18.3        (8.5)     (12.0)
PACE HOLDINGS CO   PACEU US           0.4        (0.0)      (0.2)
PALM INC           PALM US        1,007.2        (6.2)     141.7
PBF LOGISTICS LP   PBFX US          417.8      (199.9)      18.7
PBF LOGISTICS LP   11P GR           417.8      (199.9)      18.7
PHILIP MORRIS IN   PM1CHF EU     32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   4I1 GR        32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   PM US         32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   PM FP         32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   PMI SW        32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   4I1 QT        32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   4I1 TH        32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   PM1 TE        32,713.0   (11,798.0)  (1,614.0)
PHILIP MORRIS IN   PM1EUR EU     32,713.0   (11,798.0)  (1,614.0)
PLAYBOY ENTERP-A   PLA/A US         165.8       (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US           165.8       (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US        1,312.8      (119.6)     258.1
PLY GEM HOLDINGS   PG6 GR         1,312.8      (119.6)     258.1
POLYMER GROUP-B    POLGB US       1,991.4        (3.9)     322.1
PROTALEX INC       PRTX US            1.0       (12.6)       0.4
PROTECTION ONE     PONE US          562.9       (61.8)      (7.6)
PUREBASE CORP      PUBC US            0.4        (0.9)      (1.2)
PURETECH HEALTH    PRTCGBX EU         -           -          -
PURETECH HEALTH    PRTC LN            -           -          -
PURETECH HEALTH    PRTCL B3           -           -          -
PURETECH HEALTH    PRTCL PO           -           -          -
QUALITY DISTRIBU   QLTY US          413.0       (22.9)     102.9
QUALITY DISTRIBU   QDZ GR           413.0       (22.9)     102.9
QUINTILES TRANSN   Q US           3,341.8      (701.7)     866.0
QUINTILES TRANSN   QTS GR         3,341.8      (701.7)     866.0
RAYONIER ADV       RYQ GR         1,261.0       (51.1)     188.6
RAYONIER ADV       RYAM US        1,261.0       (51.1)     188.6
REGAL ENTERTAI-A   RGC* MM        2,590.9      (890.9)    (107.2)
REGAL ENTERTAI-A   RETA GR        2,590.9      (890.9)    (107.2)
REGAL ENTERTAI-A   RGC US         2,590.9      (890.9)    (107.2)
RENAISSANCE LEA    RLRN US           57.0       (28.2)     (31.4)
RENTECH NITROGEN   2RN GR           328.0       (73.5)      43.7
RENTECH NITROGEN   RNF US           328.0       (73.5)      43.7
RENTPATH INC       PRM US           208.0       (91.7)       3.6
REVLON INC-A       RVL1 GR        1,926.6      (629.2)     322.1
REVLON INC-A       REV US         1,926.6      (629.2)     322.1
RURAL/METRO CORP   RURL US          303.7       (92.1)      72.4
RYERSON HOLDING    7RY TH         1,855.4      (114.9)     681.2
RYERSON HOLDING    RYI US         1,855.4      (114.9)     681.2
SALLY BEAUTY HOL   S7V GR         2,189.6      (190.2)     819.6
SALLY BEAUTY HOL   SBH US         2,189.6      (190.2)     819.6
SANCHEZ ENERGY C   SN US          1,935.3       (53.1)     206.7
SANCHEZ ENERGY C   SN* MM         1,935.3       (53.1)     206.7
SANCHEZ ENERGY C   13S TH         1,935.3       (53.1)     206.7
SANCHEZ ENERGY C   13S GR         1,935.3       (53.1)     206.7
SBA COMM CORP-A    SBACEUR EU     7,751.9    (1,133.2)      30.4
SBA COMM CORP-A    SBJ TH         7,751.9    (1,133.2)      30.4
SBA COMM CORP-A    SBAC US        7,751.9    (1,133.2)      30.4
SBA COMM CORP-A    SBJ GR         7,751.9    (1,133.2)      30.4
SCIENTIFIC GAM-A   SGMS US        9,486.5      (260.1)     741.2
SCIENTIFIC GAM-A   TJW GR         9,486.5      (260.1)     741.2
SEARS HOLDINGS     SEE GR        13,186.0      (906.0)   2,092.0
SEARS HOLDINGS     SEE TH        13,186.0      (906.0)   2,092.0
SEARS HOLDINGS     SHLD US       13,186.0      (906.0)   2,092.0
SECTOR 5 INC       SECT US            0.0        (0.0)      (0.0)
SILVER SPRING NE   9SI GR           517.9      (104.9)     (38.1)
SILVER SPRING NE   9SI TH           517.9      (104.9)     (38.1)
SILVER SPRING NE   SSNI US          517.9      (104.9)     (38.1)
SIRIUS XM CANADA   SIICF US         297.1      (132.8)    (177.9)
SIRIUS XM CANADA   XSR CN           297.1      (132.8)    (177.9)
SLEEP COUNTRY CA   ZZZ CN             1.5        (0.9)      (1.2)
SLEEP COUNTRY CA   1S2 GR             1.5        (0.9)      (1.2)
SPIN MASTER -SVC   TOY CN           280.5       (52.3)    (156.7)
SPIN MASTER -SVC   SP9 GR           280.5       (52.3)    (156.7)
SPORTSMAN'S WARE   SPWH US          325.9       (24.2)      81.4
SPORTSMAN'S WARE   06S GR           325.9       (24.2)      81.4
STINGRAY - SUB V   RAY/A CN         128.2       (17.8)     (41.0)
STINGRAY DIG-VSV   RAY/B CN         128.2       (17.8)     (41.0)
SUPERVALU INC      SJ1 GR         4,491.0      (561.0)     (77.0)
SUPERVALU INC      SVU US         4,491.0      (561.0)     (77.0)
SUPERVALU INC      SJ1 TH         4,491.0      (561.0)     (77.0)
SYNERGY PHARMACE   S90 GR           164.8       (21.9)     147.2
SYNERGY PHARMACE   SGYPEUR EU       164.8       (21.9)     147.2
SYNERGY PHARMACE   SGYP US          164.8       (21.9)     147.2
THERAVANCE         HVE GR           462.1      (294.0)     231.7
THERAVANCE         THRX US          462.1      (294.0)     231.7
THRESHOLD PHARMA   THLD US           73.9       (26.3)      46.6
THRESHOLD PHARMA   NZW1 GR           73.9       (26.3)      46.6
TRANSDIGM GROUP    TDG US         8,350.4    (1,169.0)   1,349.8
TRANSDIGM GROUP    T7D GR         8,350.4    (1,169.0)   1,349.8
TRINET GROUP INC   TN3 GR         1,557.0        (7.9)      50.7
TRINET GROUP INC   TN3 TH         1,557.0        (7.9)      50.7
TRINET GROUP INC   TNETEUR EU     1,557.0        (7.9)      50.7
TRINET GROUP INC   TNET US        1,557.0        (7.9)      50.7
UNISYS CORP        UIS US         2,163.6    (1,455.9)     177.2
UNISYS CORP        UISCHF EU      2,163.6    (1,455.9)     177.2
UNISYS CORP        UIS1 SW        2,163.6    (1,455.9)     177.2
UNISYS CORP        USY1 TH        2,163.6    (1,455.9)     177.2
UNISYS CORP        UISEUR EU      2,163.6    (1,455.9)     177.2
UNISYS CORP        USY1 GR        2,163.6    (1,455.9)     177.2
VECTOR GROUP LTD   VGR GR         1,462.8        (1.7)     514.4
VECTOR GROUP LTD   VGR QT         1,462.8        (1.7)     514.4
VECTOR GROUP LTD   VGR US         1,462.8        (1.7)     514.4
VENOCO INC         VQ US            598.9      (151.0)     207.6
VERISIGN INC       VRSN US        2,570.7      (994.3)     (15.0)
VERISIGN INC       VRS TH         2,570.7      (994.3)     (15.0)
VERISIGN INC       VRS GR         2,570.7      (994.3)     (15.0)
VERIZON TELEMATI   HUTC US          110.2      (101.6)    (113.8)
VERSEON CORP       VSN LN             -           -          -
VIRGIN MOBILE-A    VM US            307.4      (244.2)    (138.3)
VTV THERAPEUTI-A   VTVT US           19.0       (80.9)     (60.3)
W&T OFFSHORE INC   WTI US         2,085.0        (0.8)     (95.1)
WEIGHT WATCHERS    WW6 GR         1,341.2    (1,347.5)    (207.2)
WEIGHT WATCHERS    WTWEUR EU      1,341.2    (1,347.5)    (207.2)
WEIGHT WATCHERS    WW6 TH         1,341.2    (1,347.5)    (207.2)
WEIGHT WATCHERS    WTW US         1,341.2    (1,347.5)    (207.2)
WEST CORP          WSTC US        3,549.9      (625.9)     265.3
WEST CORP          WT2 GR         3,549.9      (625.9)     265.3
WESTERN REFINING   WR2 GR           441.6       (27.7)      66.8
WESTERN REFINING   WNRL US          441.6       (27.7)      66.8
WESTMORELAND COA   WME GR         1,777.6      (422.8)      40.1
WESTMORELAND COA   WLB US         1,777.6      (422.8)      40.1
WINGSTOP INC       EWG GR           117.4       (17.4)       6.0
WINGSTOP INC       WING US          117.4       (17.4)       6.0
WINMARK CORP       GBZ GR            45.3       (41.5)      11.5
WINMARK CORP       WINA US           45.3       (41.5)      11.5
WYNN RESORTS LTD   WYNN SW        9,283.0      (110.7)     860.6
WYNN RESORTS LTD   WYR TH         9,283.0      (110.7)     860.6
WYNN RESORTS LTD   WYNN* MM       9,283.0      (110.7)     860.6
WYNN RESORTS LTD   WYNNCHF EU     9,283.0      (110.7)     860.6
WYNN RESORTS LTD   WYNN US        9,283.0      (110.7)     860.6
WYNN RESORTS LTD   WYR QT         9,283.0      (110.7)     860.6
WYNN RESORTS LTD   WYR GR         9,283.0      (110.7)     860.6
XERIUM TECHNOLOG   XRM US           578.2       (95.4)      75.9
XERIUM TECHNOLOG   TXRN GR          578.2       (95.4)      75.9
YRC WORLDWIDE IN   YEL1 TH        1,968.6      (445.2)     200.4
YRC WORLDWIDE IN   YRCW US        1,968.6      (445.2)     200.4
YRC WORLDWIDE IN   YEL1 GR        1,968.6      (445.2)     200.4


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***