TCR_Public/151007.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, October 7, 2015, Vol. 19, No. 280

                            Headlines

33 PECK: Hearing Today on Sale Protocol, Plan Approval Timeline
808 RENEWABLE ENERGY: Incurs $912K Net Loss in March 31 Quarter
ALEX OF METAIRIE: Voluntary Chapter 11 Case Summary
ALLIED SECURITY: Moody's Corrects Sept. 24 Ratings Release
ALPHA NATURAL: Hoover Penrod Files Rule 2019 Statement

ALPHA NATURAL: Spilman Thomas Files Rule 2019 Statement
AMBAC FINANCIAL: Posts $282-Mil. Net Income in June 30 Quarter
AMERICAN APPAREL: Filing Plan Without Disclosure Statement
AMERICAN APPAREL: Int'l Operations Not Affected by Ch. 11 Filing
AMERICAN APPAREL: Milbank & Fox Rothschild File 2019 Statement

AMERICAN APPAREL: Moody's Cuts Default Rating to D Amid Ch.11
AMERICAN APPAREL: NYSE MKT Commences Stock Delisting Proceedings
AMERICAN APPAREL: Proposes Procedures to Protect NOLs
AMERICAN APPAREL: Proposes to Pay $5 Million to Critical Vendors
AMERICAN APPAREL: S&P Cuts Corp. Credit Rating to D on Bankr. Plan

AMERICAN EAGLE ENERGY: Faces Suit Over USG's $23-Mil. Claim
ANNA'S LINENS: Sells Stores to Decron, FP
ANNA'S LINENS: Withdraws Request for Great American Bid Protections
B&B ALEXANDRIA: U.S. Trustee Seeks Chapter 7 Conversion
B&B ALEXANDRIA: Welch Family Wants to Quash Lift Stay Order

BELLMARK RECORDS: SC Declines to Hear IP Row on 1990's Hit
BERNARD L. MADOFF: Supreme Court Turns Down Victims' Appeal
BLUE SUN: Committee Wants to Hire GlassRatner as Fin'l Advisor
BORDERS GROUP: SC Turns Down $210MM Gift Card Spat
BORDERS GROUP: Supreme Court Won't Review Gift Card Case

BROWNIE'S MARINE: Says Existing Cash Flow Insufficient
BUNKERS INTERNATIONAL: Creditor's Committee Has 3 Members
CAESARS ENTERTAINMENT: Case Creating Tyranny of Minority in Talks
CAESARS ENTERTAINMENT: Creditors Ask Judge to Favor Involuntary Bid
CAESARS ENTERTAINMENT: Fight Over Bankrupt Day Not Priority

CARDAX INC: Reports $584K Net Loss for Q2
CHESAPEAKE ENERGY: Moody's Lowers Senior Notes to Ba3
CHRYSLER LLC: SC Won't Review 6th Cir. Preemption Ruling
CITY SPORTS: Accepting Bid Proposals for Some or All Assets
CITY SPORTS: Court Directs Joint Administration of Cases

CITY SPORTS: Court Directs US Trustee to Appoint Privacy Ombudsman
CITY SPORTS: Court OKs Rust Consulting as Claims & Noticing Agent
CITY SPORTS: Wants to Use Wells Fargo's Cash Collateral
COCO BEACH GOLF: Expected to File Chapter 11 Plan by Nov. 10
COMPUTER SCIENCES: Moody's Assigns Ba2 Corp. Family Rating

CONSOLIDATED FREIGHTWAYS: Ex-Worker Wants Malpractice Row Renewed
CONSTELLATION ENTERPRISES: S&P Cuts Corp. Credit Rating to 'CCC-'
CURTIS JAMES JACKSON: Injured Concertgoer Fights for Damages
DALLAS PROTON: Section 341(a) Meeting Slated for October 22
DEB STORES: Court Approves $335K Interchange Claim Sale to Dunhill

DEB STORES: Court Grants Stay Relief to Caliber 1 Construction
DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
ENERGY FUTURE: Committee Says Plan Currency Changes Warrant Delay
ENERGY FUTURE: Parties Dispute UCC Bid to Delay Plan Hearing
FBOP CORP: Denies Obligations to PBGC

FIELD GROUP: TFO Sells Collateral at Public Action
FRAC SPECIALISTS: Court Extends Plan Filing Deadline to Nov. 13
GLOBAL MARITIME: Seeks 14-Day Extension to File Schedules
GT ADVANCED: Has Until October 16 to File Chapter 11 Plan
GULF PACKAGING: Committee Seeks Chapter 7 Conversion

HAGGEN HOLDINGS: Gelson's Markets to Bid on Eight Properties
HAGGEN HOLDINGS: Receives $92MM in Bids for Calif. Outlets
HAGGEN HOLDINGS: Secures $92-Mil. Deals for 36 Stores
HAGGEN HOLDINGS: Smart & Final Has $56M Deal to Buy Assets
HALIFAX REGIONAL: Moody's Affirms Ba3 Rating on $12MM Debt

HAVERHILL CHEMICALS: Names Balmoral Advisors as Investment Banker
HAVERHILL CHEMICALS: Selects Diamond McCarthy as Bankruptcy Counsel
HAVERHILL CHEMICALS: Wants to Hire GAMDE as Transactional Counsel
HEC FEEDYARD: Voluntary Chapter 11 Case Summary
HOVENSA LLC: US Trustee Forms 5-Member Creditor's Committee

HUNTINGTON BANCSHARES: Fitch Affirms 'B+' Preferred Stock Rating
JAMES RIVER: Court Extends Plan Filing Deadline to Oct. 7
JOE'S FRIENDLY: Court Refuses to Revoke Sale of Catering Hall
KACHINA VILLAGE: Court Rules Property as "SARE"
LIFE PARTNERS: Ad Hoc Committee Wants Claims Filing Date Extended

LIFE PARTNERS: Bid for Hudson and Calleja as Litigation Atty Denied
LIFE PARTNERS: Bid for Meadows Collier as Tax Counsel Denied
LIFE PARTNERS: C. Alfred Mackenzie Hiring OK'd
LIFE PARTNERS: Phillips Murrah Approved as Conflicts Counsel
LONESTAR GEOPHYSICAL: Blames Rival for Reduced Sales After Ch. 11

LONESTAR GEOPHYSICAL: Files "Full Payment" Reorganization Plan
LONESTAR GEOPHYSICAL: Files Adversary Proceeding vs. Lenders
MEDIJANE HOLDINGS: Needs Significant Cash Resources to Meet Goals
MIDTOWN SCOUTS: Court Enters Final Decree Closing Chapter 11 Case
MOLYCORP INC: Judges Reject Incentive Plans for Executives

MORNINGSTAR MARKETPLACE: Files Reorganization Plan
NOVOLEX HOLDING: Wisconsin Film Deal Won't Impact Moody's Ratings
OCZ TECHNOLOGY: SEC Charges Former Execs With Accounting Fraud
ONCOLOGIX TECH: Has $525K Net Loss in May 31 Quarter
OPAL ACQUISITION: S&P Cuts Ratings on Term Loan to ‘B-’

OPTIMA SPECIALTY: Moody's Lowers Corp. Family Rating to Caa1
PAR PHARMACEUTICAL: S&P Hikes Corporate Credit Rating to 'B+'
PARKERVISION INC: Reports $4.84-Mil. Net Loss for Q2
PATRIOT COAL: Hillary Clinton Blasts Bankruptcy Plan
PATRIOT COAL: Issues Supplemental WARN Notice to Employees

PHOENIX INDUSTRIAL: S&P Cuts Revenue Bond Rating to 'D'
PREMIER VENTURES: Case Summary & 5 Largest Unsecured Creditors
QUIRKY INC: Can File Schedules & Statements Until November 5
REGIONS FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
RELATIVITY FASHION: DRP Sues to Stop UniFi's Film Takeover

RELATIVITY FASHION: RKA Seeks Adequate Protection for Collateral
RELATIVITY MEDIA: Judge Poised to Approve Sale of TV Business
RELATIVITY MEDIA: Judge Wants Investors to Check $125MM Asset Sale
REVA MEDICAL: Accumulated Deficit at $270M as of June 30
ROCK CREEK: Does Not Have Enough Cash or Other Capital Resources

ROOFING SUPPLY: Moody's Withdraws All Ratings
SABINE OIL: Court Approves PwC as Tax Consultants
SAMSON RESOURCES: Three-Member Creditors' Committee Formed
SAMSON RESOURCES: US Trustee to Hold Sec. 341 Meeting on Oct. 22
SPIVEY COMMUNITY: Case Summary & 7 Largest Unsecured Creditors

SRP PLAZA: Debtor, Bank Working on Consensual Plan
SS DREAMBUILDERS: Ordered to File Required Documents
SS DREAMBUILDERS: Section 341 Meeting Scheduled for Nov. 2
STATEWIDE AMBULETTE: Case Summary & 14 Top Unsecured Creditors
STERIGENICS-NORDION: DOE Funding No Impact on Moody's Ratings

SULLIVAN INTERNATIONAL: Creditors Panel Opposes Conversion to Ch. 7
SUNTRUST PREFERRED I: Fitch Hikes Preferred Stock Rating to 'BB'
SWISHER HYGIENE: Neg. Cash Flows Raise Going Concern Doubt
TRAVELBRANDS INC: Claims Bar Date Set for October 28
TRAVELBRANDS INC: Creditor's Meeting Slated for October 30

UCI HOLDINGS: S&P Affirms 'CCC+' Corporate Credit Rating
WALTER ENERGY: Dominion Sues Walter Black for ORRI Ruling
WALTER ENERGY: Seeks Appointment of Fee Examiner
ZIONS BANCORP: Fitch Affirms 'BB+' Subordinated Debt Rating
[*] Bankruptcy Filings Fall 11% During First 9 Mos. of 2015

[*] Debtor Gets $245K in Attorney Fees for Car Loan Dispute
[*] Policymakers Skeptical on Preventing Financial Crisis
[*] SSG Capital Advisors Wins TMA Transaction of the Year Award
[*] Supreme Court Snubs Texas Atty Fighting Contempt Order
[*] U.S. Corporate Lawyer Jon Gray Joins Davis Polk in Tokyo


                            *********

33 PECK: Hearing Today on Sale Protocol, Plan Approval Timeline
---------------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reported that in the past
year, internal turmoil among the leaders of retail and hotel
investment firm Gemini Real Estate Advisors LLC has exploded into a
series of court cases over allegations of mismanagement and
disputes over how to handle the sale of certain assets.

A New York bankruptcy court is set to weigh on Oct. 7, 2015, on
whether four Manhattan hotel properties can be sold via Chapter 11
auctions.  The auctions are fiercely opposed by ousted Gemini
executive William T. Obeid.

As reported by the Troubled Company Reporter on Sept. 25, 2015, the
Bankruptcy Court will consider at the Oct. 7, 2:00 p.m. (ET),
hearing, the approval of:

     -- a motion by 33 Peck Slip Acquisition LLC and its debtor
affiliates for an order setting a plan confirmation schedule,
including setting the plan confirmation hearing for late October or
early November.  

     -- procedures proposed by the Debtors to govern the asset
sales.

33 Peck Slip Acquisition is asking the Court for authority to sell
its real property located at 33 Peck Slip, New York, to Morning
View Hotels - New York Seaport, LLC, for $37,300,000, or to another
successful bidder submitting a higher or better offer for the
property.

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

David B. Shemano, Esq., at Robins Kaplan LLP in New York, New York

tells the Court that the Debtors have filed their Joint Plan of
Reorganization, which contemplates, among other things, the sale
of
the 33 Peck Slip Property.

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

                        Auction Procedures

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

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

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

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

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

                       Bankruptcy Exit Plan

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

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

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

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

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

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

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

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

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

                  About 33 Peck Slip Acquisition

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

The Debtors own:

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

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

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

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

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

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

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


808 RENEWABLE ENERGY: Incurs $912K Net Loss in March 31 Quarter
---------------------------------------------------------------
808 Renewable Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $912,000 on $181,000 of net revenue for the three
months ended March 31, 2015, compared with a net loss of $645,000
on $106,900 of net revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $4.08 million
in total assets, $493,000 in total liabilities, and stockholders'
equity of $3.59 million.

During the three months ended March 31, 2015, the Company incurred
a net loss attributable to common shareholders of $3.29 million,
which included a deduction for dividends to Series D Preferred
Stockholders of $165,600, and as of the same date has an
accumulated deficit of $20.5 million.  If the Company is unable to
generate profits and is unable to continue to obtain financing for
its working capital requirements, it may have to curtail its
business sharply or cease business altogether.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/JHEwsO

Garden Grove, Calif.-based 808 Renewable Energy Corporation --
http://www.808renewableenergy.com/-- engages in the design,  
construction, engineering, and management of energy systems in the
United States.  Its energy systems produce electricity, gas, heat,
or cooling from renewable sources of energy.  The company is also
involved in the purchase and sale of power generation equipment.

The Company reported a net loss of $4.55 million on $415,000 of net
revenue in 2014, compared with a net loss of $1.2 million on $1.06
million of net revenue in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $7.26 million
in total assets, $487,000 in total liabilities and total
stockholders' equity of $6.77 million.

MaloneBailey, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring losses from operations and negative cash flows
from operations.



ALEX OF METAIRIE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: The Alex of Metairie, LLC
        427 N. Columbis Street
        Covington, LA 70433

Case No.: 15-12555

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 5, 2015

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Matthew L. Pepper, Esq.
                  WONDERLY AND PEPPER
                  25211 Grogans Mill Road, Suite 450
                  The Woodlands, TX 77380
                  Tel: (281) 367-2266
                  Fax: (218) 292-6072
                  Email: pepperlaw@msn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


ALLIED SECURITY: Moody's Corrects Sept. 24 Ratings Release
----------------------------------------------------------
Moody's Investors Service, on Oct. 1, 2015, corrected text to its
Sept. 24, 2015 release on Allied Security Holdings LLC.  The
following changes have been made to the debt list: The following
two lines were added as the fourth and fifth lines, respectively:
"The outlook is stable" and "Issuer: Allied Security Holdings LLC".
In addition, the reference to the outlook in the second to last
line was removed.

The revised ratings release is as follows:

Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating (PDR) to Allied
Security Holdings LLC ("Allied") following the company's announced
sale to Wendel Group. At the same time, Moody's confirmed its B1
rating on the company's existing senior secured credit facilities
consisting of a $695 million 1st lien term loan due 2021 (including
a proposed $84 million add-on) and an existing $81 million 1st lien
revolving credit facility due 2019. Additionally, Moody's
downgraded the company's $295 million 2nd lien credit facility due
2021 (including a proposed $30 million add-on) to Caa2 from Caa1.
The rating outlook is stable.

This rating action concludes the review for downgrade initiated on
July 10, 2015 following Wendel Group's ("Wendel") announcement of
the acquisition of Allied. Proceeds from the proposed add-on credit
facilities, together with equity from Wendel, are expected to be
used to acquire the company. Upon the close of the transaction, the
existing debt structure will remain at Allied Security Holdings
LLC.

According to Moody's analyst David Berge, "Since the last dividend
recap in 2014, Allied has not reduced debt. The incremental debt
related to the Wendel transaction further increases Allied's
leverage, and casts doubt as to Allied's willingness to improve
leverage materially over the next year or two."

The following ratings have been assigned to Allied Security
Holdings LLC (new) (subject to the review of final documentation):

  B3 Corporate Family Rating;

  B3-PD Probability of Default Rating

The outlook is stable

Issuer: Allied Security Holdings LLC

The following ratings are downgraded:

  Caa2 (LGD5) on the $295 million 2nd Lien Term Loan due 2021
downgraded from Caa1

The following ratings are confirmed:

  B1 (LGD3) on the $695 million 1st Lien Term Loan due 2021; and

  B1 (LGD3) on the $81 million 1st Lien Revolving Credit Facility
due 2019; and

The ratings at the old entity excluding the assumed debt will be
withdrawn upon close of the transaction.

RATINGS RATIONALE

The B3 rating reflects Allied's high leverage, modest margins that
are typical for the industry, revenue concentration in North
America, and limited scope of service offerings in the highly
competitive security services industry. Upon the close of the
proposed transaction, Moody's estimates Allied's pro forma leverage
will be high at approximately 6.8 times debt-to-EBITDA (Moody's
adjusted, primarily for operating leases, non-recurring class
action lawsuit settlements, and transaction expenses). On
relatively thin operating margins that are typical in the business
staffing services industry, Allied's cash flow generation relative
to debt is modest, with retained cash flow-to-debt (Moody's
adjusted) estimated at nearly 7%.

Leverage is expected to improve gradually through 2016, primarily
through modest earnings growth as well as, to a lesser extent,
application of free cash flow towards debt reduction. However,
Moody's believes that the company would need to take more
meaningful debt reduction measures over this period to restore
leverage at levels that would support higher ratings.

Nonetheless, the ratings benefit from Allied's size and market
status as a top player in a recession resistant industry. The
predictable demand associated with the contract security industry
and the company's longstanding relationships with a large, diverse
client base further bolsters the ratings. Moody's expects the
company to maintain a good liquidity profile supported by stable
free cash flow generation and ample access to the company's $81
million revolving credit facility.

The stable outlook reflects Moody's expectation that the company
will generate positive free cash flow that may be used for small
bolt-on acquisitions and to cover dividends to owners. Moody's
expects leverage will gradually improve to 6 times debt-to-EBITDA
(Moody's adjusted) during the next 12 to 18 months through earnings
growth.

The ratings could be downgraded if the company encounters
difficulty meeting revenue growth targets or if operating margins
decline, resulting in deteriorating liquidity and negative free
cash flow. In addition, any material shareholder return or a
sizeable debt financed acquisition could result in a downgrade.
Prolonged weak credit metrics, such as debt to EBITDA sustained
above 7.0 times or retained cash flow to debt below 5%, could also
prompt lower rating consideration.

The ratings could be upgraded if Allied experiences steady revenue
growth at healthy margins. Higher ratings would require the company
to de-lever, such that debt to EBITDA is sustained below 6.0 times
and for retained cash flow to debt approaching 10%.

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

Allied Security Holdings LLC ("Allied", d.b.a. AlliedBarton),
headquartered in Conshohocken, Pennsylvania, is a leading provider
of security services in North America serving approximately 3,400
customers across a variety of end markets. Allied reported
approximately $2.2 billion of revenue for the twelve months ended
June 30, 2015. Allied is currently in the process of being
purchased by Wendel Group for approximately $1.7 billion. The
transaction is expected to close by the end of 2015.



ALPHA NATURAL: Hoover Penrod Files Rule 2019 Statement
------------------------------------------------------
Hoover Penrod PLC disclosed in a court filing that it represents
Coal Mountain Mining Company, Limited Partnership LLP, Commonwealth
Coal Corp. and Swords Creek Land Partnership in the Chapter 11
cases of Alpha Natural Resources Inc. and its affiliates.

The firm represents the companies in their capacity as lessors of
land and coal and mineral rights to Knox Creek Corp., one of Alpha
Natural's affiliated debtors, according to the filing.

The firm made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

Hoover Penrod can be reached at:

         Dale A. Davenport, Esq.
         Hannah W. Hutman, Esq.
         Beth C. Driver, Esq.
         HOOVER PENROD PLC
         342 South Main Street
         Harrisonburg, Virginia 22801
         Tel: (540) 433-2444
         Fax: (540) 433-3916
         E-mail: ddavenport@hooverpenrod.com
                 hhutman@hooverpenrod.com
                 bdriver@hooverpenrod.com

                        About Alpha Natural

Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.  

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.  The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the case.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel.  Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
  Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.

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



ALPHA NATURAL: Spilman Thomas Files Rule 2019 Statement
-------------------------------------------------------
Spilman Thomas & Battle PLLC disclosed in a court filing that it
represents four claimants in the Chapter 11 cases of Alpha Natural
Resources Inc. and its affiliates.

The claimants are:

     (1) Penn Virginia Operating Co. LLC
         Three Radnor Corporate Center, Suite 300
         Radnor, PA 19087

     (2) McCreery Coal Land Company
         130 Main Street
         Beckley, WV 25801

     (3) Pardee Minerals LLC
         1717 Arch Street, Suite 4010
         Philadelphia, PA

     (4) JRY Natural Resources LLC
         990 Washington Street, Suite 315
         Dedham, MA 02026

The firm further disclosed that it had represented the claimants
prior to the filing of Alpha Natural's bankruptcy case.

At the time of Alpha Natural's bankruptcy filing, Spilman had
claims aggregating $14,000 against Independence Coal Company Inc.,
Marfork Coal Company Inc., Knox Creek Coal Corp., Sidney Coal
Company Inc. for "certain discreet litigation matters" handled on
behalf of those entities, according to the filing.

The firm made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

Spilman Thomas can be reached at:

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

                        About Alpha Natural

Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.  

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.  The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the case.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel.  Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker.
  Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.

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



AMBAC FINANCIAL: Posts $282-Mil. Net Income in June 30 Quarter
--------------------------------------------------------------
Ambac Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net income of $282 million on $231 million of total revenue for the
three months ended June 30, 2015, compared with a net loss of $208
million on $57.3 million of total revenue for the same period in
2014.

The Company's balance sheet at June 30, 2015, showed $25.5 billion
in total assets, $23.5 billion in total liabilities, and total
stockholders' equity of $2.05 billion.

As a result of uncertainties associated with the oversight by the
Rehabilitator of the Segregated Account, management has concluded
that there is substantial doubt about Ambac's ability to continue
as a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/Ae7ibH

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Assurance Corp. is Ambac's bond
insurance unit domiciled in Wisconsin.



AMERICAN APPAREL: Filing Plan Without Disclosure Statement
----------------------------------------------------------
American Apparel, Inc., et al., ask the Bankruptcy Court to enter
an order granting them leave to file their joint plan of
reorganization without concurrently filing an accompanying
disclosure statement regarding the Plan.

The Debtors currently anticipate filing a Disclosure Statement in
the near term, within 10 days of the Petition Date, as required by
the terms of the restructuring support agreement entered into with
the Supporting Parties on Oct. 4, 2015.  In addition to preparing
to file the Chapter 11 cases, which is a substantial and time-
consuming effort in and of itself, the Debtors said they have had
to devote significant efforts to, including, without limitation:

   (i) negotiating, documenting, and implementing the RSA and
       several critical accompanying documents, including an
       equity commitment agreement and an exit facility term
       sheet;

  (ii) negotiating, documenting, and implementing the Debtors'
       debtor-in-possession financing, including the consideration
       of several proposals for such financing;

(iii) retaining necessary professional advisors critical to the
       preparation of the Chapter 11 cases; and

  (iv) coordinating the logistics of filing the Chapter 11 cases,
       all of which was required to be done on a highly condensed
       time frame.

Nevertheless, the Debtors have been able to formulate the Plan, a
copy of which is available for free at:

           http://bankrupt.com/misc/21_AMERICAN_Plan.pdf

The Plan would:

   * convert over $200 million of Senior Notes into equity
     interests of the reorganized American Apparel;

   * provide the reorganized American Apparel with up to $40
     million in committed exit capital from the Supporting Parties
     in the form of a minimum $10 million of equity capital  
     pursuant to an equity commitment agreement and up to an
     additional $30 million under a exit credit facility; and

   * provide distributions to general unsecured creditors in the
     form of units in a litigation trust and, if the Plan is
     accepted by such class of creditors, a $1 million cash
     payment.

If confirmed, the Plan will result in a revitalized American
Apparel with a significantly deleveraged balance sheet.  It will
infuse the Company with much needed operating capital, and free it
from a significant litigation overhang resulting from its former
chief executive officer's misconduct and lawsuits he has brought
against the Company.  The Plan will provide management with the
liquidity necessary to implement and execute a turnaround plan. And
in doing these things, the Plan will save thousands of American
manufacturing jobs and will preserve a true American apparel
manufacturer.

The Plan has the support from the Prepetition Secured Lenders
and holders of more than 95% of the Senior Notes.

                      About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,KCL
Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petitions were signed by Hassan
Natha, as chief financial officer.

The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.



AMERICAN APPAREL: Int'l Operations Not Affected by Ch. 11 Filing
----------------------------------------------------------------
American Apparel, Inc., a vertically-integrated manufacturer,
distributor, and retailer of branded fashion-basic apparel, on Oct.
5 disclosed that it has reached a restructuring support agreement
with 95% of its secured lenders to implement a pre-arranged
financial restructuring.  This reorganization will enable the
Company to implement a comprehensive transformation strategy to
revitalize the business and brand, while keeping its production and
operations in the U.S.  Throughout the implementation of this
process, American Apparel will continue to operate its business
without interruption to customers, employees and vendors.

The restructuring support agreement, which has been approved by the
Company's board of directors, will substantially reduce the
Company's debt and interest payments through the elimination of
over $200 million of its bonds in exchange for equity interests in
the reorganized Company, and provide the Company with access to
financing during and after its restructuring.  As part of this
agreement, American Apparel, and certain of its domestic
subsidiaries have voluntarily filed to reorganize under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.  The Company expects to complete the
restructuring within approximately six months.

Paula Schneider, American Apparel's Chief Executive Officer,
commented, "This restructuring will enable American Apparel to
become a stronger, more vibrant company.  By improving our
financial footing, we will be able to refocus our business efforts
on the execution of our turnaround strategy as we look to create
new and relevant products, launch new design and merchandising
initiatives, invest in new stores, grow our e-commerce business,
and create captivating new marketing campaigns that will help drive
our business forward."

Under the restructuring support agreement, American Apparel's
secured lenders will provide approximately $90 million in
debtor-in-possession (DIP) financing.  These supporting creditors
have committed $70 million of new capital to support the
reorganization and recapitalization of the business.  The Company
anticipates that such financing will be more than sufficient to
fund its ongoing operations and pave the way for a successful
reorganization.  As a result of the reorganization, American
Apparel's debt will be reduced from $300 million to no more than
$135 million, and annual interest expense will decrease by $20
million.

American Apparel has filed with the Bankruptcy Court and expects to
obtain approval for various customary motions for immediate relief
to allow the Company to make certain necessary payments to
employees and suppliers that will permit it to continue operating
without interruption during the initial phase of the restructuring.
The Company will pay all of its suppliers in full under normal
terms for goods and services provided on or after the filing date
of October 5, 2015.  American Apparel's international operations
are not affected by the reorganization in the U.S.

Schneider added, "This process will ultimately benefit our
employees, suppliers, customers and valued partners.  American
Apparel is not only an iconic clothing brand but also the largest
apparel manufacturer in North America, and we are taking this step
to keep jobs in the U.S.A. and preserve the ideals for which the
Company stands.  In partnership with our bondholders, we can work
towards a new future for the Company and concentrate on what
matters: making and selling great clothing."

The Company plans to continue implementing its strategic plan,
which is focused on improving product selection, cost management,
improving supply chain efficiencies, SKU rationalization,
maximizing retail, e-commerce and wholesale opportunities, while
continuing to create award-winning marketing campaigns that are
positive, inclusive and socially conscious."

American Apparel's legal advisor in connection with the
restructuring is Jones Day.  FTI Consulting serves as its
restructuring advisor and Moelis & Company serves as its investment
banker for the restructuring.

The restructuring plan is subject to satisfaction of certain
customary conditions, including approvals by the Bankruptcy Court.
If the restructuring transactions contemplated by the restructuring
support agreement are consummated, the Company's existing common
stock will be extinguished and the holders of the common stock will
not receive any consideration, consistent with legal priorities.

American Apparel has set up a toll-free reorganization hotline,
accessible to U.S. callers at: +1 (877) 940-7795 and international
callers at +1 (614) 779-0360.  Customers, employees, or other
interested parties who may have questions related to the
reorganization may call this hotline for more information.  In
addition, court filings and other documents related to the
restructuring are available on a separate website administered by
the Company's claims agent, Garden City Group at
www.gardencitygroup.com/cases/AAI

                     About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petition was signed by Hassan Natha
as chief financial officer.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.

The Debtors and their non-Debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.



AMERICAN APPAREL: Milbank & Fox Rothschild File 2019 Statement
--------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Fox Rothschild LLP
submitted a verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure in connection with their
representation of certain holders and investment advisors of
certain holders (the "Committee of Lead Lenders") of:

   (i) the loan (the "ABL Loan") pursuant to the Amended and
       Restated Credit Agreement, dated as of Aug. 17, 2015, among
       American Apparel (USA), LLC, as a borrower and as borrower
       representative, American Apparel Retail, Inc., American
       Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC, as the
       other borrowers party, the other credit parties thereto,
       the lenders party thereto and Wilmington Trust, National
       Association, as Administrative Agent; and

  (ii) the 13% Senior Secured Notes due 2020 issued pursuant to an
       indenture, dated as of April 4, 2013, by and among American
       Apparel Inc., the subsidiary guarantors and U.S. Bank
       National Association, as trustee and collateral agent in
       the Chapter 11 cases.

On or around Aug. 1, 2015, certain members of the Committee of Lead
Lenders retained Milbank to represent them with respect to the
Amended ABL Credit Agreement, the Senior Secured Notes and the
Debtors' restructuring.  In or around September 2015, the Committee
of Lead Lenders retained Fox Rothschild to serve as Delaware local
counsel with respect to the Amended ABL Credit Agreement, the
Senior Secured Notes and the Debtors' restructuring.  From time to
time thereafter, additional holders of the Senior Secured Notes and
the ABL Loan joined with the original members of the Committee of
Lead Lenders.

As of Oct. 5, 2015, Counsel represents only the Committee of Lead
Lenders and does not represent or purport to represent any entities
other than the Committee of Lead Lenders in connection with the
Debtors' Chapter 11 cases, including, without limitation, Standard
General L.P. or any affiliates thereof.  In addition, the Committee
of Lead Lenders does not represent or purport to represent any
other entities in connection with the Debtors' Chapter 11 cases,
including, without limitation, Standard General L.P. or any
affiliates.

The members of the Committee of Lead Lenders hold disclosable
economic interests or act as investment managers or advisors to
funds and/or accounts that hold disclosable economic interests in
relation to the Debtors.  

In addition, the Committee of Lead Lenders, or the funds/accounts
managed thereby, upon approval by the Court of the Debtors'
proposed debtor-in-possession financing facility, will collectively
provide 80% of the total $90,000,000 made available to the Debtors
under the DIP Facility (approximately $18,000,000 by each member of
the Committee of Lead Lenders).

                      About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,KCL
Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petitions were signed by Hassan
Natha, as chief financial officer.

The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.



AMERICAN APPAREL: Moody's Cuts Default Rating to D Amid Ch.11
-------------------------------------------------------------
Moody's Investors Service downgraded American Apparel, Inc.'s
Probability of Default Rating to D-PD from Caa3-PD. The downgrade
was prompted by American Apparel's October 5, 2015 announcement
that it had initiated Chapter 11 bankruptcy proceedings. The
outlook was changed to stable from on review for downgrade. These
actions conclude the review for downgrade that commenced on August
12, 2015.

RATINGS RATIONALE

Subsequent to the actions, Moody's will withdraw the ratings due to
American Apparel's bankruptcy filing.

The following ratings were downgraded and will be withdrawn:

  Corporate Family Rating to Ca from Caa3

  Probability of Default Rating to D-PD from Caa3-PD

  $200 million senior secured notes due April 2020 to Ca (LGD 3)
  from Caa3 (LGD 3)

The following rating is unchanged and will be withdrawn:

  Speculative Grade Liquidity rating of SGL-4.

The outlook has been changed to stable from on review for
downgrade.

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

Headquartered in Los Angeles, California, American Apparel is a
retailer and wholesaler of fashion basics.



AMERICAN APPAREL: NYSE MKT Commences Stock Delisting Proceedings
----------------------------------------------------------------
American Apparel, Inc., on Oct. 6 disclosed that on Oct. 5, 2015,
it received a notification letter that the staff of NYSE
Regulation, Inc., has determined to suspend trading immediately and
commence proceedings to delist the Company's common stock from NYSE
MKT LLC.  The Notice states that the Exchange determined that the
Company is no longer suitable for listing and will commence
delisting proceedings pursuant to Section 1003(c)(iii) of the NYSE
MKT Company Guide.  As disclosed in the Company's press release
date October 5, 2015, the Company and certain of its domestic
subsidiaries have voluntarily filed to reorganize under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.  The Notice states that in reaching the
delisting determination, NYSE Regulation noted the uncertainty as
to the timing and outcome of the bankruptcy process, as well as the
ultimate effect of this process on the value of the Company's
common stock.

The Company does not intend to appeal the delisting determination.
Therefore, it is expected that the Company's common stock will be
delisted from NYSE MKT.

As previously stated, the Company cautions that if the
restructuring transactions contemplated by the restructuring
support agreement filed in the Bankruptcy Court are consummated,
the Company's existing common stock will be extinguished and the
holders of the common stock will not receive any consideration.

                     About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petition was signed by Hassan Natha
as chief financial officer.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc., as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.



AMERICAN APPAREL: Proposes Procedures to Protect NOLs
-----------------------------------------------------
American Apparel, Inc., et al., ask the Bankruptcy Court to approve
proposed notice and objection procedures regarding certain
transfers of beneficial interests in equity securities.

The Debtors have experienced losses from the operation of their
business.  As a result, they estimate that their federal income tax
net operating losses are approximately $207 million as of
Dec. 31, 2014, and they expect to have incurred in excess of $50
million additional NOLs since then through the Petition Date, which
amounts could be even higher when the Debtors emerge from Chapter
11.

Section 172 of the Internal Revenue Code of 1986 permits corporate
taxpayers to carry forward NOLs for up to 20 subsequent tax years
to offset future income in years following the years in which they
were incurred, thereby reducing their federal income tax liability
on such future income and significantly improving their cash
position.

The Debtors may lose the ability to use their NOLs if they
experience an "ownership change" for federal income tax purposes.

To prevent this potential loss of property of the Debtors' estates,
the Debtors request Court approval of the procedures to govern the
transfers of Equity Securities during the pendency of their Chapter
11 cases.  In addition, the Debtors may ultimately need to seek an
order in connection with a chapter 11 plan of reorganization or a
qualifying asset sale with respect to trading in Claims to protect
and preserve the value of the NOLs.

The Debtors maintain that the establishment of the Equity Transfer
Procedures will not bar all Transfers of Equity Securities, only
those types of Transfers that pose a serious risk to their
NOLs.

The procedures provide, among other things, that at least 28 days
prior to any transfer of Equity Securities that would result in an
increase in the amount of Equity Securities beneficially owned by a
Substantial Equityholder or would result in a person or entity
becoming a Substantial Equityholder, such Substantial Equityholder
or potential Substantial Equityholder shall file an advance written
notice of the intended transfer of Equity Securities.

At least 28 days prior to any transfer of Equity Securities that
would result in a decrease in the amount of Equity Securities
beneficially owned by a Substantial Equityholder or would result in
a person or entity ceasing to be a Substantial Equityholder, such
Substantial Equityholder shall file an advance written notice of
the intended transfer of Equity Securities.

The Debtors and other parties will have 21 days after receipt of a
Stock Acquisition Notice or a Stock Disposition Notice to file with
the Court an objection to the proposed Transfer.

                      About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,KCL
Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petitions were signed by Hassan
Natha, as chief financial officer.

The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.



AMERICAN APPAREL: Proposes to Pay $5 Million to Critical Vendors
----------------------------------------------------------------
American Apparel, Inc., et al., seek permission from the Bankruptcy
Court to pay up to $4 million on an interim basis and $5 million on
a final basis towards the prepetition claims of certain parties
that supply goods or services critical to the continued operation
of their businesses.

As of the the largest garment manufacturing operations in the
United States, the Debtors rely on numerous suppliers, service
providers, and vendors for the delivery of goods and services in
support of their operations.  The Debtors maintain their operations
require domestic capacity of certain products and services that
would be difficult, if not impossible, to replace without
significant disruption to their ability to manufacture.

"To avoid catastrophic disruptions in the Debtors' ability to
produce high-quality products in a timely fashion, it is of the
utmost importance that the Debtors' supply chain remains intact,"
asserts Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
attorney for the Debtors.

The Debtors are very concerned, however, that certain Critical
Vendors may refuse to deliver goods and services without payment of
at least some portion of their prepetition claims, or that the
failure to pay may otherwise negatively impact the Debtors'
existing relationships with the Critical Vendors.

As a condition of payment of any portion of a Critical Vendor
Claim, the Debtors may require that a Critical Vendor execute an
agreement whereby the Critical Vendor agrees to:

   (i) the continuance of the parties' existing business
       relationship;

  (ii) other business terms on a postpetition basis consistent
       with past practices, including the pricing of goods and
       services and the provision of equivalent levels of service,
       on terms at least as favorable as those extended in the
       normal course prior to the Petition Date, or on such other
       terms that are acceptable to the Debtors; and

(iii) the release to the Debtors of goods or other assets owned
       by the Debtors in the Critical Vendor's possession, if
       any.

"The Debtors cannot afford any material disruptions of their
business operations or present anything less than a "business as
usual" appearance to their customers.  In the case of all Critical
Vendors, if the Debtors lose or replace their supplier or service
provider relationships, production could be threatened, revenue
could suffer and operations may be placed in jeopardy," Ms. Jones
says.

                      About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petition was signed by Hassan
Natha
as chief financial officer.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.

The Debtors and their non-Debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.


AMERICAN APPAREL: S&P Cuts Corp. Credit Rating to D on Bankr. Plan
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Los Angeles-based American Apparel Inc. to 'D' from
'CCC-'.

"Concurrently, we lowered our issue-level ratings on the senior
secured notes to 'D'. The '5' recovery rating remains unchanged,
indicating our expectation for modest recovery (10%-30%, at the
lower-half of the range), in the event of payment default."

The rating actions follow American Apparel's announcement that it
filed a voluntary petition to implement a negotiated restructuring
of its debt obligations under Chapter 11 of the U.S. Bankruptcy
Code.

"American Apparel's operating performance has been poor over the
past few years from management changes, poor operating performance,
weak liquidity, ongoing losses, and the cost of litigation," said
Standard & Poor's credit analyst Peter Deluca."



AMERICAN EAGLE ENERGY: Faces Suit Over USG's $23-Mil. Claim
-----------------------------------------------------------
USG Properties Bakken I, LLC, filed a complaint against American
Eagle Energy Corporation and AMZG, Inc., in the United States
Bankruptcy Court for the District of Colorado, relating to USG's
$23 million secured claim.

USG says it has a scheduled cure claim of $23,040,749.  On July 10,
2015, the Debtors filed a revised Asset Purchase Agreement by and
among the Debtors, as Sellers, AMZG Acquisition, Inc., as the
Purchaser, and U.S. Bank, in its capacity as Trustee and Collateral
Agent.  Given the available information in the Stalking Horse APA
and the associated pleadings, and in view of the information
supplied by the Verified Statement, USG says it is unable to
confirm either the accuracy of this statement or how its liens will
be addressed.  No provision is made for USG's $23 million secured
claim, USG asserts.

Accordingly, USG asks the Court to declare that (a) the USG Liens
on the Collateral are senior in priority to all other titles,
charges, liens, or encumbrances on the Collateral, including but
not limited to the alleged Well Liens of the Affected Parties and
any liens or security interests of U.S. Bank or the Noteholders
arising from the Senior Secured Notes and Indenture; (b) the USG
Liens on any portion of the Collateral that is Released Noteholder
Collateral are first in priority to all other titles, charges,
liens, or encumbrances on the Collateral and that USG's rights in
the Property under the Carry Agreement and Farm-Out Agreement are
recognized; and (c) the obligations arising under the Carry
Agreement, Farm-Out Agreement, PSO, the 2011 JOAs, the 2014 JOAs
are covenants that run with the land under North Dakota Law.

USG further asks the Court to set aside stipulations in the Cash
Collateral Order, which are contrary to the requests in its
complaint, and asks the Court for judgment awarding its costs,
including reasonable and necessary attorneys' fees and expenses
through judgment pursuant to section 32-23-10 of the North Dakota
Century Code or other applicable law.

Other defendants are Bennett Management Corporation, Aristeia
Capital, LLC, Kayne Anderson Capital Advisors, L.P., and Northeast
Investors Trust, U.S. Bank National Association, and Precision
Completion & Production Services, Ltd., Hydratek, Inc., Miller Oil
Company, Inc., Halliburton Energy Services, Inc., Power Crude
Transport, Inc., G-style Transport, LLC, Irongate Rental Services,
LLC, Nabors Drilling USA LP, WISCO, Inc., Calfrac Well Services,
Corp., AES Drilling Fluids, LLC, Hamm & Phillips Service Company,
Inc., Drill Tech, LLC, Thru Tubing Solutions, Inc., Jacam Chemicals
2013, LLC, Triple S Enterprises, Inc., Cruz Energy Services, LLC,
CMG Oil & Gas, Inc., and DNOW, L.P.

USG Properties Bakken I, LLC is represented by:

          Stephen M. Pezanosky, Esq.
          Autumn D. Highsmith, P.C., Esq.
          2323 Victory Avenue, Suite 700
          Dallas, TX 75219-7672
          Tel: (214) 651-5000
          Fax: (214) 651-5940
          Email: stephen.pezanosky@haynesboone.com
                 autumn.highsmith@haynesboone.com

             -- and --

          Patrick L. Hughes, Esq.
          HAYNES AND BOONE, LLP
          1801 Broadway, Suite 800
          Denver, CO 80202
          Telephone No.: (303) 832-6200
          Email: patrick.hughes@haynesboone.com

                        About American Eagle

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

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

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

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

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


ANNA'S LINENS: Sells Stores to Decron, FP
-----------------------------------------
Judge Theodor C. Albert of the United States Bankruptcy Court for
the Central District of California, Santa Ana Division, authorized
Anna's Lines, Inc., to sell its unexpired store real property lases
to Decron Properties Corp. and FP Stores, Inc.

Decron is deemed the successful bidder for the Store Lease for
Store No. 97, which is located at 7888-2 Van Nuys Boulevard, in Van
Nuys, California.

FP is deemed the successful bidder for the 41 Store Leases for
stores located in California, Nevada, Texas, Florida, South
Carolina, North Carolina and Virginia.

A hearing will be held on October 28, 2015 at 10:00 a.m. for the
Court to consider any requests by landlords under the FP Store
Leases for the payment of additional cure amounts related solely to
attorneys' fees asserted by landlords to be due and payable under
their leases (above and beyond the Cure Amounts set forth above)
which have not been resolved by mutual agreement of the Debtor and
the applicable landlords.

The Debtor sought to sell its intellectual property, including
trademarks, copyrights, domain names, customer lists, the
e-commerce business, and related data assets and sell and/or assume
and assign unexpired store real property leases as part of single,
multiple and/or combined transactions to the successful bidder.

The Debtor entered into an asset purchase agreement with FP as the
approved stalking horse bidder for the assignment of 44 of the
Debtor's store leases.  The total consideration to be paid by FP is
$1,400,000.  FP, as stalking horse bidder for the auction of the
store leases, was entitled to a break-up fee of three percent of
the purchase price for the Assigned Leases if there was an overbid
at the auction, and the successful bidder is not FP and timely
closes the assignment transaction for those store leases.

               Objections Resolved, Overruled

Objections to the sale motion were filed by CV Commercial Real
Estate; Brixmor Property Group, Inc.; DDR Corp., Gregory Greenfield
& Associates, Ltd., Rouse Properties, Inc., Equity One, Inc.,
Philips International Holding Corp., Plamex Investments, LLC, and
Aston Properties, Inc.; MGP IX Properties, LLC; landlords
affiliated with Kimco Realty Corporation; Watt Properties, Inc.,
Weingarten Realty Investors; and Prime/CRDF Mission Hills, LLC.

Capcor Weslaco, Ltd. and NEMP Holdings, L.P., opposed the bidding
procedures, asserting that the procedures do not provide Landlords
with either reasonable notice or an opportunity to be heard
regarding whether the prerequisites to assumption and assignment
set forth in Section 365 have been satisfied or whether the
proposed sale of designation rights is appropriate.

Acadia Realty Trust, UCR Asset Services, Deutsche Asset & Wealth
Management, Starwood Retail Partners LLC, Prudential Real Estate
Investors, ARC SWHOUTX001, LLC, ARC CTCHRNC001, LLC, Watt
Management Company and West Valley Properties, Inc., reserved their
rights to raise additional objections to the bid procedures and
sale motion.

SM 101 Six, LLC; Vestar California XXVI; A-S 106 Pasadena Town
Center, L.P., Capcor Weslaco,Ltd and Nemp Holdings, L.P.; Kimco
Realty Corporation and Weingarten Realty Investors; and ROIC
California LLC, objected to the proposed cure amounts.

Petsmart, Inc, objected to the sale motion to the extent the motion
seeks to assume and assign the Lease without paying the unpaid
obligations in full.  Petsmart claims that the Debtor owes $38,435
in unpaid rent, common area maintenance fees, insurance, real
estate taxes and interest under lease.

The Debtor, in response to the objections, maintained that the sale
is necessary.  With respect to the cure amount objections, the
Debtor asked the Court for a continued hearing to determine the
amounts necessary to cure defaults under the leases for the
Disputed Cure Stores.

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

Capcor Weslaco, Ltd. and NEMP Holdings, L.P. A-S 106 Pasadena Town
Center, L.P. are represented by:

          Jeanne M. Jorgensen, Esq.
          Catherine M. Page, Esq.
          1101 Dove Street, Suite 220
          Newport Beach, California 92660
          Tel: (949) 250-7181
          Fax: (949) 250-3125
          E-Mail: jjorgensen@pj-law.com
                  cpage@pj-law.com

Acadia Realty Trust, UCR Asset Services, Deutsche Asset & Wealth
Management, Starwood Retail Partners LLC, Prudential Real Estate
Investors, ARC SWHOUTX001, LLC, ARC CTCHRNC001, LLC, Watt
Management Company and West Valley Properties, Inc. are represented
by:

          Dustin P. Branch, Cal. Bar No. 174909
          KATTEN MUCHIN ROSENMAN LLP
          2029 Century Park East, Suite 2600
          Los Angeles, CA 90067-3012
          Tel: (310)788.4400
          Fax: (310)788.4471
          E-mail: dustin.branch@kattenlaw.com

SM 101 SIX, LLC is represented by:

          Gordon G. May, Esq.
          GRANT, GENOVESE & BARATTA, LLP
          2030 Main Street, Suite 1600
          Tel: (949) 660-1600
          Fax: (949) 660-6060
          Email: dcg@ggb-law.com
                 ggm@ggb-law.com

Vestar California XXVI, LLC is represented by:

          Ernie Zachary Park, Esq.
          BEWLEY, LASSLEBEN & MILLER, LLP
          13215 E. Penn Street, Suite 510
          Whitter, California 90602-1797
          Tel: (562) 698-9711
          Fax: (562) 696-6357
          Email: ernie.park@bewleylaw.com

Petsmart is represented by:

          Gary Owen Caris, Esq.
          DENTONS US LLP
          300 South Grand Ave, 14th Floor
          Los Angeles, California 90071
          Tel: (213) 688-1000
          Fax: (213) 243-6330
          Email: Gary.Cawis@dentons.com

Kimco Realty Corporation and Weingarten Realty Investors are
represented by:

          William W. Huckins, Esq.
          Ivan M. Gold, Esq.
          Thor D. Mclaughlin, Esq.
          ALLEN MATKINS LECK GAMBLE  MALLORY & NATSIS LLP
          Three Embarcadero Center, 12th Floor
          San Francisco, CA 94111-4074
          Tel: (415) 837-1515
          Fax: (415) 837-1516
          Email: whuckins@allenmatkins.com
                 igold @allenmatkins.com
                 tmclaughlin @allenmatkins.com

ROIC California is represented by:

          Christopher L. Parnell, Esq.
          DUNN CARNEY ALLEN HIGGINS & TONGUE LLP
          851 SW Sixth Ave, Suite 1500
          Portland Oregon 97204-1357
          Tel: (503) 224-6440
          Fax: (503) 224-7324
          Email: cparnell@dunncarney.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.


ANNA'S LINENS: Withdraws Request for Great American Bid Protections
-------------------------------------------------------------------
Judge Theodor C. Albert of the United States Bankruptcy Court for
the Central District of California, Santa Ana Division, allowed
Anna's Linens, Inc., to withdraw its request for approval of bid
protection to Great American, and authorized the Debtor to file a
motion seeking approval of the Tiger/Yellen Group Agreement.

The Debtor's efforts to retain a liquidator resulted in the
execution of the Stalking Horse Agency Agreement with a joint
venture comprised of Tiger Capital Group and Yellen Partners, LLC,
which included a guarantee from Tiger/Yellen Stalking Horse that
the Debtor would receive 93.5% of the aggregate Cost Value of the
Merchandise, subject to certain adjustments.  Further, as a result
of the default, an auction was held on June 9, 2015 and June 10,
2015 at which the Tiger/Yellen Stalking Horse was outbid by a group
formed by Hilco Merchant Resources, LLC, and Gordon Brothers Retail
Partners, LLC, which included an increase in the guarantee to 111%
of the Cost Value of the Merchandise with a Merchandise Threshold
of not less than $61,500,000 and not more than $67,000,000.  Thus,
the Official Unsecured Creditors Committee, the Tiger Yellen Group
and the Debtor have reached an agreement on the proposed Bid
Protections for the Tiger Yellen Group.

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

                     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.


B&B ALEXANDRIA: U.S. Trustee Seeks Chapter 7 Conversion
-------------------------------------------------------
Judy A. Robbins, United States Trustee, asks the U.S. Bankruptcy
Court for the Eastern District of Virginia, Alexandria Division, to
convert the Chapter 11 case of B&B Alexandria Corporate Park TIC
10, LLC to a case under Chapter 7.

Ms. Robbins tells the Court that the Debtor's primary asset is a
2.8198% tenant in common interest in commercial real estate that
the debtor valued at $40 million.  She further tells the Court
that, according to the monthly operating report filed for July
2015, the Debtor had an ending balance in its debtor in possession
bank account of $252.71.  Ms. Robbins contends that cause exists to
grant the Chapter 7 conversion, as reorganization and
rehabilitation of the Debtor are unlikely.

The U.S. Trustee's motion is scheduled for hearing on Nov. 17, 2015
at 11:00 a.m.

The United States Trustee is represented by:

          Jack Frankel, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          115 South Union Street
          Alexandria, VA 22314
          Telephone: (703)557-7229

                       About B&B Alexandria

B&B Alexandria Corporate Park TIC 10 LLC filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 15-11053) on May 14,
2015.  The petition was signed by David H. Bralove, special
member.

The Debtor disclosed $40,002,820 in assets and $38,081,018 in
liabilities as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Cross & Simon LLC
represents the Debtor in its restructuring effort.



B&B ALEXANDRIA: Welch Family Wants to Quash Lift Stay Order
-----------------------------------------------------------
Welch Family Limited Partnership asks the U.S. Bankruptcy Court for
the Eastern District of Virginia, Alexandria Division, to quash the
Court's Order dated Aug. 18, 2015, which granted DC 12-13 Fund,
LLC's motion for relief from the automatic stay.

Welch Family relates that based upon the Court's Order, a
foreclosure sale of the real property located at 6315 Bren Mar
Drive, Alexandria, Virginia, was set by  DC 12-13 Fund on September
21, 2015 at 2:00 p.m.  Welch Family tells the Court that it was not
provided notice of the hearing concerning DC 12-13 Fund's motion
for relief from automatic stay.  Welch Family further tells the
Court that since it is the largest fee simple owner of the Property
and was not represented at stay hearing, it will be prejudiced if
the Foreclosure Sale is allowed to move forward at the scheduled
date.

Welch family relates that it has the means of obtaining financing
to pay the interest held by DC 12-13 Fund or ascertaining a buyer
for the property within 90 days.

Welch Family is represented by:

          Todd Lewis, Esq.
          THE LEWIS LAW GROUP, PC
          2200 Wilson Blvd., Suite 102-50
          Arlington, VA 22201
          Telephone: (855)550-0920
          Facsimile: (855)680-0888
          E-mail: todd.lewis@tllgpc.com

                       About B&B Alexandria

B&B Alexandria Corporate Park TIC 10 LLC filed a Chapter 11
bankruptcy petition (Bankr. D. Del. Case No. 15-11053) on May 14,
2015.  The petition was signed by David H. Bralove, special
member.

The Debtor disclosed $40,002,820 in assets and $38,081,018 in
liabilities as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Cross & Simon LLC
represents the Debtor in its restructuring effort.



BELLMARK RECORDS: SC Declines to Hear IP Row on 1990's Hit
----------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that the U.S. Supreme Court
said on Oct. 5, 2015, that it would not review a music publisher's
appeal of a Fifth Circuit ruling that upheld a $2.2 million verdict
to a music producer in a long-running, post-bankruptcy sale dispute
over the rights to the early-1990s hit "Whoomp! (There It Is)."

The high court's decision not to hear the case solidifies a
December ruling in which the Fifth Circuit affirmed a Texas jury's
$2.2 million award to producer Alvertis Isbell -- also known as "Al
Bell" -- in actual damages.

As reported by the Troubled Company Reporter, the Fifth Circuit in
December rejected a music publisher's contention that it deserves a
new trial or judgment in a long-running $2.1 million
post-bankruptcy sale dispute over the rights to the song "Whoomp!
(There It Is).  The Fifth Circuit said the district court correctly
nixed a new argument introduced after the trial.  A three-judge
panel of the Fifth Circuit found that, among other things, the
district court hadn't erred in denying a post-trial motion for
judgment as a matter of law when DM Records Inc. argued for the
first time that the court had misread the rights assignments for
the song.

The appellate panel also affirmed the district court's denial of a
new trial to DM, finding that Alvertis Isbell, who headed up two
music rights companies before filing for bankruptcy, including one
that had the rights to the hit 1993 Tag Team song, didn't wrong DM
by accusing it of stealing the rights to the song on purpose, the
report related.

During the early 1990's, Bellmark entered into writers agreements
to obtain composition rights to the Compositions for its
affiliated publishing company, Alvert Music.  Bellmark retained
for itself the two sound recordings.  In 1997, DM Records secured
licenses from both of Mr. Isbell's companies to exploit both the
musical compositions and sound recordings.  In April of that year,
Bellmark filed a Chapter 11 bankruptcy petition, which was later
converted into a Chapter 7 petition.  In October 1999, DM
purchased the assets of Bellmark from the bankruptcy estate,
including all of Bellmark's rights in the Compositions.  Alvert
Music has not sought bankruptcy protection.  Since that time, DM
allegedly has proceeded with regard to the Compositions in a
manner inconsistent with Alvert Music's ownership rights.  In
2002, Mr. Isbell filed the lawsuit in the Northern District of
Texas.  In 2004, that court transferred the matter, and the
magistrate judge referred it to the bankruptcy court in that same
year.  In 2007, the bankruptcy court issued a report and
recommendation that the magistrate judge's referral be withdrawn,
and the undersigned judge agreed.


BERNARD L. MADOFF: Supreme Court Turns Down Victims' Appeal
-----------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that the U.S. Supreme
Court on Oct. 5, 2015, denied a bid for review of a Second Circuit
decision finding that early investors in Bernard Madoff's Ponzi
scheme can't collect inflation or interest on their losses, paving
the way for a $1.2 billion payout to victims.

The high court denied a petition for writ of certiorari filed by a
group of investors claiming the Second Circuit in February
incorrectly found the Securities Investor Protection Act doesn't
allow liquidating trustee Irving H. Picard to adjust investors'
so-called net equity claims.

                    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.


BLUE SUN: Committee Wants to Hire GlassRatner as Fin'l Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for Blue Sun St. Joe
Refining LLC and its debtor-affiliates asks the U.S. Bankruptcy
Court for the Western District of Missouri for authority to retain
GlassRatner Advisory & Capital Group LLC as its financial advisor,
effective Sept. 9, 2015.

The firm will:

   a) advise the Committee on all financial issues as they arise;

   b) advise the Committee on certain motions and pleading filed by
the Debtors and other parties-in-interest and responding to the
same;

   c) represent and advise the Committee regarding the value and
terms of any sale of assets or plan of reorganization or
liquidation, and assisting the Committee in negotiations with the
Debtors and other parties;

   d) investigate the Debtors' assets and pre-bankruptcy conduct;

   e) assist with, on behalf of the Committee, all necessary
motions,
applications, pleadings, reports, responses, objections, and other
papers;

   f) represent and advise the Committee in all proceedings in
these
Bankruptcy Cases;

   g) assist and advise the Committee in its administration; and

   h) provide other services as are customarily provided by
financial advisors.

The firm will charge for its services on an hourly basis in
accordance with
its standard billing practices.  These rates will range from $195
to $450 per hour.  The hourly rates for the GlassRatner
professionals presently expected to have primary responsibility for
this representation are:

   Professional              Designation                Hourly
Rate
   ------------              -----------               
-----------
   Richard Peil, Esq.        Senior Managing Director      $400
   Evan Blum, Esq.           Principal                     $450
   Craig Jacobson, Esq.      Senior Managing Director      $400
   William Hughes, Esq.      Senior Managing Director      $400
   Wojciech Hajduczyk, Esq.  Manager                       $350

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

   Richard Peil, Esq.
   Evan Blum, Esq.
   Craig Jacobson, Esq.
   William Hughes, Esq.
   Wojciech Hajduczyk, Esq.
   GlassRatner Advisory & Capital Group LLC
   Camelback Center, 2355 East Camelback Road, Suite 830
   Phoenix, AZ 85016
   Tel: (602) 635-1366
   Cell: (480) 442-8089
   Email: rpeil@glassratner.com
          cjacobson@glassratner.com
          bhughes@glassratner.com
          eblum@glassratner.com
          whajduczyk@glassratner.com

                       About Blue Sun St. Joe

Blue Sun St. Joe Refining, LLC, and its three affiliates sought
protection under Chapter 11 of the Bankruptcy Code on July 31, 2015
(Bankr. W.D. Mo., Case No. 15-42231).  The case is assigned to
Judge Arthur B. Federman.

The Debtors have engaged as bankruptcy counsel Jeffrey A. Deines,
Esq., at Lentz Clark Deines PA, in Overland Park, Kansas; and Todd
A. Burgess, Esq., John R. Clemency, Esq., and Lindsi M. Weber,
Esq., at Gallagher & Kennedy, P.A., in Phoenix, Arizona.  MCA
Financial Group, Ltd. serves as their financial advisors.

The Official Committee of Unsecured Creditors retained Stinson
Leonard Street LLP as its counsel.


BORDERS GROUP: SC Turns Down $210MM Gift Card Spat
--------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that Borders Group Inc.
customers who missed out on $210 million in gift cards after the
company went bankrupt, lost their bid on Oct. 5, 2015, to revive
the dispute after the U.S. Supreme Court denied their petition to
consider the suit.

The high court shot down the customers' June petition arguing that
11 circuit courts have 11 different rule sets governing when to
dismiss a bankruptcy claim appeal and that the Supreme Court should
step in, instead siding with the liquidating trust.

According to the Troubled Company Reporter on June 30, 2015, Sara
Randazzo, writing for The Wall Street Journal, reported that a
Chicago plaintiff's lawyer filed a petition with the U.S. Supreme
Court, making a last-ditch effort to recover some value for holders
of gift cards sold by Borders Group.

According to the Journal, the petition, filed by attorney Clinton
Krislov, is the last chapter in a long-running fight over whether
the gift-card holders waited too long to try to turn their credits
into cash.  The Journal pointed out that the defunct retailer
estimates customers never redeemed 17.7 million gift cards worth
$210.5 million by the time it shut its doors in September 2011.

As previously reported by the TCR, the U.S. Court of Appeals for
the Second Circuit last year sided with two lower courts and ruled
that a group of Borders customers waited too long to raise their
claims for the unused gift cards.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included   
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.

Curtis R. Smith has been appointed as Liquidating Trustee of the
BGI Creditors' Liquidating Trust.  He is represented by Bruce
Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq.,
at Lowenstein Sandler LLP.


BORDERS GROUP: Supreme Court Won't Review Gift Card Case
--------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
any shoppers still holding on to Borders gift cards can finally
toss them in the trash as the U.S. Supreme Court said it won't take
up a case that could have given holders of the defunct book
seller's gift cards a chance to turn the languishing plastic into
cash.

According to the report, plaintiff's lawyer Clinton Krislov has
been fighting on behalf of the gift card holders for years, arguing
the Borders bankruptcy estate didn't do enough to notify shoppers
that they risked losing the value on their credits.  Before the
Supreme Court denial, lower courts found the gift card holders
waited too long to raise their claims once Borders went into
bankruptcy in 2011, the report said.

As previously reported by The Troubled Company Reporter, the Mr.
Krislov filed a petition with the Supreme Court, making a
last-ditch effort to recover some value for holders of the Borders
gift cards.  The petition is the last chapter in a long-running
fight over whether the gift-card holders waited too long to try to
turn their credits into cash.  The TCR, citing The Wall Street
Journal, pointed out that the defunct retailer estimates customers
never redeemed 17.7 million gift cards worth $210.5 million by the
time it shut its doors in September 2011.

The U.S. Court of Appeals for the Second Circuit, in November 2014,
sided with two lower courts and ruled that a group of Borders
customers waited too long to raise their claims for the unused gift
cards.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included   
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.

Curtis R. Smith has been appointed as Liquidating Trustee of the
BGI Creditors' Liquidating Trust.  He is represented by Bruce
Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq.,
at Lowenstein Sandler LLP.


BROWNIE'S MARINE: Says Existing Cash Flow Insufficient
------------------------------------------------------
Brownie's Marine Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net income of $60,800 on $711,000 of total net revenue for the
three months ended June 30, 2015, compared with net income of
$85,700 on $865,000 of total net revenue for the same period in
2014.

The Company's balance sheet at June 30, 2015, showed $1.01 million
in total assets, $1.47 million in total liabilities and a total
stockholders' deficit of $463,000.

The Company does not expect that existing cash flow will be
sufficient to fund presently anticipated operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.

A copy of the Form 10-Q is available at:

                       http://is.gd/xgFSHj

                      About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/



BUNKERS INTERNATIONAL: Creditor's Committee Has 3 Members
---------------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, appointed three
creditors of Bunkers International Corp. to serve on the company's
official committee of unsecured creditors.

The unsecured creditors are:

     (1) Orion Holdings Limited
         c/o Leigh Simon Shaddick
         137, 4EB, DAFZA
         Dubai, UAE
         Tel: 0097142045125
         Fax: 0097142045130
         E-mail: trading@orionbunkers.com

     (2) Tropic Oil Company
         c/o Steve Gorey
         9970 N.W. 89th Court
         Miami, FL 33178
         Tel: 305-888-4611
         Fax: 305-887-1266
         E-mail: sgorey@tropicoil.com

     (3) Sprague Operating Resources LLC
         c/o Derek Hintz
         185 International Drive
         Portsmouth, NH 03801
         Tel: 603-430-7259
         Fax: 603-766-9734
         E-mail: dhintz@spragueenergy.com

Until further notice, the acting U.S. trustee will not appoint a
committee in the bankruptcy cases of Americas Bunkering LLC,
Atlantic Gulf Bunkering LLC and Dolphin Marine Fuels LLC because of
an "insufficient number" of unsecured creditors willing or able to
serve on the committee, according to court filings.  

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                   About Bunkers International

Bunkers International Corp. and three affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.:
15-07397) on Aug. 28, 2015.  The petition was signed by John T.
Canal as president/CEO.  The Debtors estimated assets of $10
million to $50 million and liabilities of at least $10 million.
Latham, Shuker, Eden & Beaudine, LLP represents the Debtors as
counsel.

The Debtors offer trading services to ship owners, ship operators,
charterers, brokers, and traders through its global sales offices
located in Lake Mary, Florida, Singapore, South Africa, Greece, New
York, the UK, and Turkey.


CAESARS ENTERTAINMENT: Case Creating Tyranny of Minority in Talks
-----------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that
bondholders suing Caesars Entertainment Corp. over its
reorganization effort have found a powerful, if old, weapon: a
federal law passed in 1939 to curb financial abuses that flourished
during the Great Depression.

According to Mr. Church, a victory by the bondholders, including
some of the world's biggest distressed-debt investors, may empower
other holdout creditors to keep struggling companies from
restructuring debts outside of bankruptcy.

Robert K. Rasmussen, a law professor at the University of Southern
California in Los Angeles, said courts would probably see a jump in
so-called prepackaged reorganizations, in which companies win
support for their plans from almost all bondholders before filing
Chapter 11 and asking a judge to impose the deals on dissidents,
the Bloomberg report related.  "My sense is that this will drive
more cases to Chapter 11," the Bloomberg report said, citing Mr.
Rasmussen, who specializes in bankruptcy.  Because of the potential
impact of the case, U.S. District Judge Shira Scheindlinin in
Manhattan has said she would ask an appeals court to expedite its
review of her initial findings, a number of which favor the
bondholders without handing them an outright victory, Bloomberg
further related.

The main New York lawsuit is BOKF NA v. Caesars Entertainment
Corp., 15-cv-01 , U.S. District Court, Southern District561 of New
York (Manhattan).

                  About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CAESARS ENTERTAINMENT: Creditors Ask Judge to Favor Involuntary Bid
-------------------------------------------------------------------
Jessica Corso at Bankruptcy Law360 reported that junior noteholders
went to trial on Oct. 5, 2015, to force Caesars Entertainment
Operating Co. Inc. into bankruptcy in Delaware, arguing their
involuntary petition should be respected in light of $255 million
in unpaid debts CEOC accrued before filing its Chapter 11 three
days later in Illinois.

Second-priority creditors led by Appaloosa Investment LP will try
to convince U.S. Bankruptcy Judge A. Benjamin Goldgar that their
Jan. 12 petition to throw CEOC into bankruptcy should rule over
CEOC's Jan. 15 petition in the Northern District of Illinois.

                  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 reason.


CAESARS ENTERTAINMENT: Fight Over Bankrupt Day Not Priority
-----------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Caesars
Entertainment Operating Co. opened a multi-day trial to determine
the exact date it went bankrupt, a question that could threaten a
$468 million claim senior lenders have made on the casino company's
cash and affect talks with lower-ranking creditors.

The dispute, however, might not be as important to the judge
overseeing the $20 billion bankruptcy in Chicago as it is to the
company, the Bloomberg report said, as U.S. Bankruptcy Judge A.
Benjamin Goldgar said that he's in no hurry to rule on whether the
Chapter 11 case officially began on Jan. 12, when creditors filed
to force Caesars into bankruptcy, or Jan. 15, when the company
filed a voluntary petition.

According to Bloomberg, Judge Goldgar said a fight over the
cancellation of an employee pension is more of a priority to him,
but David Zott, a lawyer for the bankrupt operating unit of Caesars
Entertainment Corp., disagreed, arguing that the date "has taken on
real significance in this case."

Bloomberg related that Judge Goldgar voiced his priorities during a
debate over the first witness of the day.  Creditors wanted to
delay showing the video-taped deposition of Michael Duffy, a Hilton
Worldwide executive, so he could come to court in about a month and
testify in person.  Judge Goldgar agreed, saying he didn't think he
needed to rule immediately on the question of which date to use for
the official start of bankruptcy, the report related.  After Mr.
Zott objected to a delay, Mr. Duffy's testimony was played in the
courtroom, the report further related.  Mr. Duffy said the company
hadn't paid into a pension fund for former Hilton casino employees
who now worked for Caesars, the report added.  Hilton, also is
responsible for the pension, has sued Caesars trying to force it to
contribute, Bloomberg noted.

                  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 reason.


CARDAX INC: Reports $584K Net Loss for Q2
-----------------------------------------
Cardax, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $584,000 on $nil of revenues for the three months ended June 30,
2015, compared with a net loss of $2.02 million on $nil of revenues
for the same period in the prior year.

The Company's balance sheet at June 30, 2015, showed $2.09 million
in total assets, $4.60 million in total liabilities and total
stockholders' deficit of $2.51 million.

The Company incurred a net loss of $1.7 million for the six months
ended June 30, 2015, and a net loss of $13.3 million for the six
months ended June 30, 2014.  The Company has incurred losses since
inception resulting in an accumulated deficit of $51.59 million as
of June 30, 2015, and has had negative cash flows from operating
activities since inception.  The Company anticipates further losses
in the development of its business.  As a result of these and other
factors, the Company's independent registered public accounting
firm has determined there is substantial doubt about the Company's
ability to continue as a going concern, according to the regulatory
filing.

A copy of the Form 10-Q is available at:

                       http://is.gd/i7lziH
                          
Cardax Inc., formerly Koffee Korner Inc., is engaged in developing
products utilizing astaxanthin, a naturally occurring compound
demonstrated to reduce inflammation, at its source, without the
harmful side effects of current anti-inflammatory treatments.  The
Company's protect compositions of matter, pharmaceutical
compositions, and pharmaceutical uses of astaxanthin and related
products in key disease areas.

The Company reported a net loss of $1.12 million on $nil of
revenues
for the three months ended Mar. 31, 2015, compared with a net loss
of
$11.3 million on $nil of revenue for the same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $1.67 million
in total assets, $5.26 million in total liabilities, and a
stockholders' deficit of $3.59 million.


CHESAPEAKE ENERGY: Moody's Lowers Senior Notes to Ba3
-----------------------------------------------------
Moody's Investors Service downgraded Chesapeake Energy
Corporation's Corporate Family Rating (CFR) to Ba2 from Ba1 and its
senior unsecured notes ratings to Ba3 from Ba1. The rating outlook
was changed to negative from stable. Moody's affirmed Chesapeake's
Speculative Grade Liquidity (SGL) Rating at SGL--3.

"The downgrade reflects the toll that low natural gas and oil
prices has taken on Chesapeake's cash flow generation and the
ensuing weakness in forecasted cash flow based financial leverage
metrics in 2016," said Pete Speer, Moody's Senior Vice President.
"Despite the substantial progress the company has made in lowering
its cost structure, Chesapeake will have to execute on assets sales
and other transactions to meaningfully reduce its debt levels to
better align its capital structure with the current commodity price
environment."

Downgrades:

Issuer: Chesapeake Energy Corporation

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

  Corporate Family Rating, Downgraded to Ba2 from Ba1

  Senior Unsecured Conv./Exch. Bond/Debentures, Downgraded to Ba3
  (LGD 4) from Ba1 (LGD 4)

  Senior Unsecured Regular Bond/Debentures, Downgraded to Ba3
  (LGD 4) from Ba1 (LGD 4)

  Senior Unsecured Shelf, Downgraded to (P)Ba3 from (P)Ba1

Affirmations:

Issuer: Chesapeake Energy Corporation

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Issuer: Chesapeake Energy Corporation

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The rating downgrade reflects Chesapeake's high debt levels
relative to its cash flow generation capacity in a prolonged low
oil and gas price environment and the structural subordination of
its unsecured creditors by its newly secured revolving credit
facility. Based on Moody's commodity price assumptions,
Chesapeake's retained cash flow (RCF) to debt and interest coverage
(EBITDA/Interest) will fall to around 5% and 2x in 2016, which are
very weak metrics for a Ba-rated exploration and production
company. The company's low cash flow generation will likely result
in negative free cash flow in 2016 which combined with debt
maturities will consume its remaining cash balance and result in
some utilization of its revolver by the end of 2016. Moody's
expects the company's capital spending in 2016 to be lower than
2015, resulting in declining production volumes and reserves in
2016 as capital spending will fall below maintenance levels.

The company amended its bank credit facility on September 30, 2015,
obtaining amended financial covenants to increase Chesapeake's
ability to maintain compliance in 2016 and 2017. The facility
remained $4 billion but was converted to senior secured from senior
unsecured. This amendment solidified the company's liquidity by
ensuring access to its credit facility for working capital needs
and future debt maturities. However, it did require converting to a
secured facility, which puts the bank lenders in a priority claim
position over the existing unsecured creditors.

Chesapeake's Ba2 Corporate Family Rating is supported by its very
large proved reserve and production scale, and its sizable high
quality acreage positions in multiple oil and natural gas basins
across the US. The company's undeveloped acreage holdings are many
times larger than its similarly rated peers, providing assets that
can be sold to reduce debt and support the company's liquidity.
Management is pursuing asset sales, joint ventures and other
transactions to improve its financial position. The company
continues to make strong progress in lowering its operating and
drillbit finding and development (F&D) costs, maintaining is cost
competitiveness with its peers.

The senior notes are rated Ba3, or one notch below the Ba2 CFR,
reflecting the senior unsecured notes subordination to the senior
secured credit facility's priority claim to a majority of the
company's assets. Chesapeake's senior notes are unsecured with
guarantees on a senior unsecured basis from the company's material
subsidiaries. The $4 billion senior secured revolving credit
facility is secured by much, but not all, of the company's proved
oil and gas reserves.

The SGL-3 rating reflects Moody's expectation that Chesapeake's
liquidity will remain adequate through 2016 because of its sizable
cash balance and borrowing availability on its credit facility. The
company had a cash balance of $2.1 billion at June 30, 2015 and
almost full availability on its $4 billion revolving credit
facility. The cash and revolver availability should be more than
sufficient to cover the company's anticipated negative free cash
flow and debt maturities through 2016. The amended financial
covenants provide good headroom for continued compliance. While the
revolver will be subject to future borrowing base redeterminations,
the company has some unpledged reserves that could be added to
support the existing borrowing base. Chesapeake can also sell
assets to raise cash, albeit at reduced valuations given current
commodity prices.

The rating outlook is negative, reflecting the company's likely
declining production and reserve volumes in 2016 and the inherent
challenges of completing asset sales to sufficiently reduce its
debt balances in this negative industry environment. If Chesapeake
is not able to improve its financial leverage metrics through debt
reduction and improved cash flow generation then its ratings could
be downgraded. Retained cash flow to debt needs to be increased
towards 15% to support the existing Ba2 CFR.

An upgrade is unlikely through 2016. If Chesapeake can greatly
improve its leverage metrics and liquidity through substantial
long-term debt reduction then the ratings could be upgraded. In the
present commodity price environment, RCF/debt sustained above 20%
with a leveraged full-cycle ratio above 1x could result in a
ratings upgrade.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma and is one of the largest independent exploration and
production companies in North America.

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


CHRYSLER LLC: SC Won't Review 6th Cir. Preemption Ruling
--------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that the U.S. Supreme Court
on Oct. 5, 2015, refused for the second time to review a challenge
to a Sixth Circuit finding that federal legislation guiding the
reinstatement of auto dealerships severed during Chrysler's
bankruptcy preempts state vehicle franchise laws, denying an Ohio
car dealership's certiorari petition.

Fred Martin Motor Co. argued that a Sixth Circuit ruling that
upheld Section 747 of the Consolidated Appropriations Act - which
set up an arbitration process allowing some of the dealerships
severed during the Chrysler bankruptcy to be reinstated.

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

Chrysler Group LLC, formed in 2009 from a global strategic alliance
with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck,
Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and
products.  Headquartered in Auburn Hills, Michigan, Chrysler Group
LLC's product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

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

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


CITY SPORTS: Accepting Bid Proposals for Some or All Assets
-----------------------------------------------------------
City Sports, Inc., and City Sports-DC, LLC ask the Bankruptcy Court
to approve the proposed bid procedures for the sale of any or all
of their assets.

Prior to the commencement of their Chapter 11 cases, the Debtors
entered into a consulting agreement, dated Oct. 3, 2015, with Tiger
Capital Group, LLC to provide inventory consulting and fixture
disposition services for eight underperforming stores as well as
the inventory located at the Debtors' distribution centers.
Pursuant to the Consulting Agreement, the Debtors may elect to
expand Tiger's services to cover the inventory located at the
Debtors' remaining 18 stores.

The Debtors relate that prior to the Petition Date, they contacted
various parties who may be interested in purchasing any or all of
their assets as part of a going concern transaction, or if no such
sale occurs, to conduct an orderly liquidation of the Debtors'
assets.  The Debtors said a few parties have an expressed interest
in participating in a potential sale and, even after the
commencement of these Chapter 11 cases, the Debtors continue to be
contacted by additional interested parties requesting information
regarding their assets.

In order to determine whether there are any real leads for a
potential sale transaction, the Debtors requested that the Court
establish a preliminary bid deadline.  Whether or not the Debtors
decide to make the Election with Tiger will depend on the interest
that the Debtors receive and the associated risks in connection
therewith.  On Oct. 6, 2015, the Court approved a preliminary bid
deadline for all parties, whether strategic or financial buyers,
interested in acquiring any and all assets of the Debtors to
contact the Debtors.  All bidders are encouraged to submit a
proposal by the Preliminary Bid Deadline with a description of,
among other things, the specific assets sought to be acquired, the
proposed consideration to be paid and indicating a proposed sale
closing date of no later than Oct. 30, 2015.

The Debtors would solicit bids for any and all of their assets
including, but not limited to, (i) a Going Concern Transaction for
a portion or all of the stores and inventory, (ii) a Liquidation
Transaction for a portion or all of the inventory (in a fee deal or
an equity deal).  The Debtors are open to bids for either type of
transaction in conjunction with or separate from the sale of their
e-commerce business, fixtures, furniture and equipment, customer
lists, intellectual property, leasehold interests and any other
available assets.

In the event the Debtors receive higher and better offers as
compared to the exercise of the Election, the Debtors will proceed
to move forward with the bidding and auction process.  In that
context, the Debtors would select a bidder or bidders with the
highest and best bids and proceed to go forward with a sale hearing
and seek approval of such transactions, whether it be a Going
Concern Transaction, a Liquidation Transaction, or some combination
of both together with any other of the Debtors' assets.

If, however, upon consideration of all proposals received by the
Preliminary Bid Deadline, the Debtors decide that making the
Election is in the best interests of their estates and creditors,
they will not move forward with a bidding and auction process and
will instead make the Election and seek to obtain entry of an order
at the scheduled sale hearing for Tiger to commence store closing
and going out of business sales at the Stores.

                   The Proposed Bid Procedures

The Debtors seek approval of the Bid Procedures, which they have
designed to be flexible and open to all bids for any and all of the
Debtors' Assets, facilitate a robust sales process thereby
generating the greatest value for the Debtors' Assets, whether they
be for a Going Concern Transaction or a Liquidation Transaction, or
some combination of both, for the benefit of the Debtors' estates
and creditors.

Bid Deadline:      Oct. 26, 2015 at 4:00 p.m. (Eastern)

     Auction:      Oct. 27, 2015, at 10:00 a.m. (Eastern) at DLA
                   Piper LLP (US), 1201 North Market Street, Suite
                   2100, Wilmington, DE 19801, or an alternative
                   location to be announced by the Debtors.

Proposed Sale
Hearing:           Oct. 28, 2015, at 1:30 p.m. (Eastern)


Proposed Sale
Objection
Deadline:          Oct. 26, 2015, at 12:00 p.m. (Eastern)


Proposed
Assumption/Cure
Objection
Deadline:          Oct. 26, 2015, at 12:00 p.m. (Eastern)


Adequate Assurance: Landlords and other contract counterparties
                    seeking adequate assurance must email their
                    request (and explicitly agree in writing that
                    they will keep any information they receive   
                    confidential) to counsel for the Debtors,
                    Gregg M. Galardi, Esq.
                   (Gregg.galardi@dlapiper.com) and Dienna
                    Corrado, Esq. (dienna.corrado@dlapiper.com) at

                    least one day prior to the Auction.  Counsel
                    for the Debtors will email adequate assurance
                    packages to those parties as soon as
                    practicable but no later than one day after
                    the Auction.

                         About City Sports

City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.  The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.

The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.



CITY SPORTS: Court Directs Joint Administration of Cases
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order jointly administering the Chapter 11 cases of
City Sports, Inc., and City Sports-DC, LLC, under Lead Case No.
15-12054, at the Debtors' request.

Bankruptcy Rule 1015(b) provides that if two or more petitions are
pending in the same court by or against a debtor and an affiliate,
the court may order joint administration of the estates of the
debtor and such affiliates.  City Sports, Inc. is the direct owner
of 100% of the membership interests in City Sport-DC, LLC.

As such, the Debtors assert they are "affiliates" as that term is
defined in Section 101(2) of the Bankruptcy Code.

The Debtors anticipate that numerous notices, applications,
motions, other pleadings, hearings, and orders in these cases will
affect both of them.  The joint administration of the Debtors'
Chapter 11 cases will permit the Clerk of the Court to use a single
general docket for each of the Debtors' cases and to combine
notices to creditors and other parties-in-interest of their
respective estates.

According to the Debtors, joint administration will also save time
and money and avoid duplicative and potentially confusing filings
by permitting counsel for all parties-in-interest to (a) use a
single caption on the numerous documents that will be served and
filed and (b) file the papers in one case rather than in both
cases.

The Debtors maintain the rights of their respective creditors and
stakeholders will not be adversely affected inasmuch as the relief
sought is purely procedural and is in no way intended to affect
substantive rights.  Each creditor and other party-in-interest will
maintain whatever rights it has against the particular estate in
which it allegedly has a claim or right.

                        About City Sports

City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.  The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.

The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.


CITY SPORTS: Court Directs US Trustee to Appoint Privacy Ombudsman
------------------------------------------------------------------
City Sports, Inc., and City Sports-DC, LLC sought and obtained the
Bankruptcy Court's order directing the Office of the U.S. Trustee
for the District of Delaware to appoint a consumer privacy
ombudsman.

Contemporaneously with the filing of this Motion, the Debtors have
filed a motion for approval of bid procedures and sale of some or
substantially all of their assets, which the Debtors are seeking to
have heard on shortened notice.  The Debtors anticipate that such
sale or sales of their assets may include the sale of personally
identifiable information as such term is defined in  Section
101(41A) of the Bankruptcy Code.

To facilitate an expedited sale process and to assist the Court in
connection therewith, out of an abundance of caution the Debtors
sought the immediate appointment of a disinterested person to serve
as CPO.  While the Debtors are uncertain whether any PII will be
sold at this point in time, the Debtors believe that if there is
such a sale of PII, it will be part of a larger pool of assets that
the Debtors will seek to have approved on an expedited basis.
Therefore, the CPO would perform no services until the Debtors
advise the CPO that they have received an offer for PII.

The Debtors asserted that the appointment of a CPO at the outset of
these Chapter 11 cases will allow the CPO to familiarize himself or
herself to the Debtors' privacy policy so that if any PII is
proposed to be sold, the CPO is in a better position to identify
any issues and potential resolutions quickly and efficiently
without delaying the Debtors' sale process.

                         About City Sports

City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.  

The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.

The Debtors have engaged DLA Piper LLP (US) as counsel and FTI
Consulting, Inc., as financial and restructuring advisor.



CITY SPORTS: Court OKs Rust Consulting as Claims & Noticing Agent
-----------------------------------------------------------------
City Sports, Inc., and City Sports-DC, LLC, sought and obtained the
Bankruptcy Court's authority to employ Rust Consulting/Omni
Bankruptcy as the official claims and noticing agent in their
Chapter 11 cases, effective nunc pro tunc to the Petition Date.

The Debtors anticipate that their Chapter 11 cases will require
approximately 300 entities to be noticed.  In view of that large
number and the complexity of their businesses, the Debtors asserted
that the employment and retention of a claims and noticing agent
is in the best interests of their estates and creditors.

Retaining Rust/Omni as Claims will expedite the distribution of
notices and the processing of claims, facilitate other
administrative aspects of these chapter 11 cases, and relieve the
Office of the Clerk of the Bankruptcy Court of these
administrative burdens, the Debtors told the Court.

Rust/Omni's hourly rates for standard and custom services are:

     Title                                       Rate/Hour
     -----                                     -------------
     Clerical Support                           $29.75-$42.50
     Project Specialists                        $55.25-$75.25
     Project Supervisors                        $72.25-$89.25
     Consultants                                $89.25-$119
     Technology/Programming                     $93.50-$140.25
     Senior Consultants                        $148.75-$165.75
     Equity Services                               $191.25

The undisputed fees and expenses incurred by Rust/Omni in the
performance of its services will be treated as
administrative expenses of their estates and be paid in the
ordinary course of business without further application to
or order of the Court.

Rust/Omni agrees to maintain records of all services showing dates,
categories of services, fees charged, and expenses incurred, and to
serve monthly invoices on: (i) the Debtors; (ii) the Office of the
United States Trustee; (iii) counsel to the Debtors; (iv) counsel
for any official committee monitoring the expenses of the Debtors;
and (v) any party in interest that specifically requests service of
the monthly invoices.  If any dispute arises relating to the
Engagement Agreement or monthly invoices, the parties will meet and
confer in an attempt to resolve the dispute; if they are unable to
achieve resolution on their own, the parties may seek the Court's
intervention.

Prior to the Petition Date, the Debtors provided Rust/Omni a $5,000
retainer.  Rust/Omni seeks to hold any amounts in the retainer as
security for the payment of fees and expenses incurred under the
Engagement Agreement.

Rust/Omni represents that it is a "disinterested person" as that
term is defined in Bankruptcy Code Section 101(14) for the matters
on which it is engaged.

                         About City Sports

City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.  

The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.

The Debtors have engaged DLA Piper LLP (US) as counsel and FTI
Consulting, Inc., as financial and restructuring advisor.



CITY SPORTS: Wants to Use Wells Fargo's Cash Collateral
-------------------------------------------------------
City Sports, Inc., and City Sports-DC, LLC seek permission from the
Bankruptcy Court to use cash collateral of Wells Fargo Bank,
National Association, as the pre-petition agent, and the
pre-petition secured parties, through Dec. 13, 2015.

The Debtors tell the Court they require immediate access to Cash
Collateral to ensure that they are able to continue the operation
of their business during the pendency of these Chapter 11 cases
while they pursue a potential going concern sale of substantially
all of their assets, or if no such sale occurs, to conduct an
orderly liquidation of the Debtors' assets.

"The Cash Collateral is the Debtors' sole source of funding for
operations and the costs of administering these Chapter 11 Cases,"
says Kaitlin M. Edelman, Esq., at DLA Piper LLP (US), counsel to
the Debtors.  "Absent authority to use Cash Collateral immediately,
the Debtors would need to immediately cease operations that would
cause irreparable harm to the Debtors' creditors and their
estates," she adds.

The Debtors are borrowers under the First Amended and Restated
Credit Agreement, dated as of July 28, 2011, with Wells Fargo Bank,
as a lender and as agent for the lenders that are from time to time
parties to the Pre-Petition Credit Agreement.

As of the Petition Date, the Debtors were indebted under the
Pre-Petition Financing Agreements, on account of extensions of
credit in the approximate principal amount of $14,468,706.  The
Pre-Petition Secured Parties have a security interest in the Cash
Collateral to secure the Pre-Petition Debt.

In exchange for the consensual use of Cash Collateral, the Debtors
have agreed to provide adequate protection in the form of adequate
protection liens, superpriority claims and adequate protection
payments to protect the Pre-Petition Agent and the Pre-Petition
Secured Parties against any diminution in the value of their
interests in the Pre-Petition Collateral resulting from the use,
sale or lease of Pre-Petition Collateral, the subordination of the
Pre-Petition Liens to the Carve-Out, and the imposition of the
automatic stay.

                        About City Sports

City Sports, Inc. and City Sports-DC, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.  The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.

The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.


COCO BEACH GOLF: Expected to File Chapter 11 Plan by Nov. 10
------------------------------------------------------------
Coco Beach Golf & Country Club, S.E., said in a report filed Sept.
1, 2015 with the U.S. Bankruptcy Court for the District of Puerto
Rico that it is filing a Chapter 11 plan and disclosure statement
on or before Nov. 10, 2015.

The Debtor said it is in the process of selling its Golf & Country
Club which will prevent its continued deterioration and ensure that
it remains open and operating at its maximum capacity, with the
proceeds of the sale to be utilized by Debtor towards payment to
creditors pursuant to a plan to be filed.  

The Debtor signed a deal to sell the assets to OHorizons Global,
LLC, absent higher and better offers.  The Court on Sept. 2, 2015,
approved bidding procedures to solicit higher and better offers and
select the successful bidder for the assets.  An auction is slated
for Nov. 23.  The sale hearing has been scheduled for
Dec. 3, 2015.

The State Insurance Fund Corporation has filed with the Bankruptcy
Court a request for an order directing the Debtor to serve a copy
of any plan and disclosure statement as soon as they are filed.

The Debtor estimates that the accrual of professional fees in this
case will be around $150,000 to $200,000.

The Debtor sought bankruptcy protection after as it had been
experiencing a substantial diminution in its cash flow due to
Puerto Rico's adverse economic situation, which has impacted the
tourism sector of the Island.  Said situation, together with
Debtor's inability to raise sufficient income to remain competitive
in today's marketplace, resulted in the Debtor's need to sell the
Golf & Country Club and related property in order to maximize the
value of its assets for the benefit of creditors and the bankruptcy
estate.

                      About Coco Beach Golf

Coco Beach Golf & Country Club, S.E., is the owner of a first class
golf and country club in Rio Grande, Puerto Rico, currently
operating under the name of Trump International Golf Club Puerto
Rico.  Trump International Golf Club has two 18-hole golf courses
and country club facilities.

The Company sought Chapter 11 protection (Bankr. D.P.R. Case No.
15-05312) in Old San Juan, Puerto Rico, on July 13, 2015, and
immediately filed a motion seeking to sell most of the assets for
$2.04 million in cash to OHorizons Global, LLC, subject to higher
and better offers.

Charles Alfred Cuprill, Esq., at Charles A Cuprill, P.S.C. Law
Offices, serves as counsel to the Debtor.



COMPUTER SCIENCES: Moody's Assigns Ba2 Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Computer
Sciences Government Services, Inc. ("CS Gov"), including a
corporate family rating of Ba2 and a senior secured rating of Ba2.
The assigned ratings are based on CS Gov's planned spin-off from
Computer Sciences Corporation (Baa2 stable), and CS Gov's planned
merger with SRA International, Inc. ("SRA"). The rating outlook is
Stable. SRA's ratings, including the B3 corporate family rating are
unaffected as SRA's debts are expected to be repaid through the
transaction and the company's ratings will then be withdrawn.

RATINGS RATIONALE

The Ba2 CFR anticipates that CS Gov's expertise at managing large,
public sector information technology projects will continue to
drive good profitability. While integrating the sizable acquisition
of SRA and commencing independent operations, operating margin is
expected to be at least 10%.

"Initial credit metrics will be weak compared to other defense
services contractors also rated at the Ba2 CFR level, but
comparability should improve within 12-18 months," said Bruce
Herskovics, lead analyst. On a Moody's adjusted basis beginning
debt to EBITDA will be just over 4x, with EBITDA to interest just
over 5x. After dividends and capital spending, free cash flow to
debt should be in the high single digit percentage range, a
comparatively modest ratio but free cash flow should permit gradual
de-levering. By early 2017 debt to EBITDA and EBITDA to interest
should improve to mid-3x and high 5x, respectively.

"Our rating also considers that CS Gov has high contract
concentration and the company's larger contracts drive its high
operating margin level," continued Herskovics. Moreover, the
company possesses a high degree of fixed price contracts.
Competition has been rising within defense services and the risk of
margin compression will probably grow as those fixed price vehicles
re-compete. There is also the potential for further debt funded
acquisitions, beyond SRA, as sector consolidation unfolds within a
light organic growth context.

The rating outlook is Stable. Funded backlog of $3.2 billion
supports the near-term revenue view and Moody's expects that
defense service volumes should begin to grow by late 2016, ending
several years of volume decline. CS Gov's scale provides efficient
overhead cost amortization. The company's capabilities -- migrating
agencies from central servers to private cloud-based formats,
devising and managing cybersecurity and logistics programs—should
remain differentiated although more formidable competitors will
likely emerge through industry consolidation.

The Speculative Grade Liquidity Rating of SGL-2 denotes good
liquidity. Free cash flow should exceed the $75 million of
near-term debt amortization scheduled. An initial cash balance of
$300 million is expected to be maintained which will limit CS Gov's
dependence on the planned $500 million revolver. A good initial
level of covenant cushion is expected.

The ratings could be upgraded with lower financial leverage, higher
backlog, and continued good liquidity. Credit metrics that would
likely accompany an upgrade include free cash flow to debt closer
to 20% and debt to EBITDA below 3x. Sustained operating margin of
at least 12%, which would demonstrate good cost control, would also
contribute positive rating momentum. The ratings could move down
with backlog erosion, debt to EBITDA rising instead of falling,
free cash flow to debt in the mid-single digit percentage range, or
diminishing covenant cushion.

Ratings assigned:

Assignments:

Issuer: Computer Sciences Government Services Inc.

  Corporate Family Rating, Assigned Ba2

  Probability of Default Rating, Assigned Ba3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-2

  Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3)

Outlook Actions:

Issuer: Computer Sciences Government Services Inc.

  Outlook, Assigned Stable

The Ba2 senior secured rating anticipates a beginning debt balance
of $3 billion, comprised by a single credit facility that is issued
at CS Gov and guaranteed by domestic subsidiaries. It is expected
that SRA's existing debts will be repaid from CS Gov's initial debt
proceeds. A Ba3-PD probability of default rating, one notch below
the CFR, has been assigned pursuant to Moody's Loss Given Default
Methodology and in consideration of the all first-lien bank debt
structure.

Through its subsidiaries, Computer Sciences Government Services,
Inc., headquartered in Falls Church, VA, delivers information
technology mission and operations-related services across the
United States federal government. Annual revenues, pro forma for
the planned separation from Computer Sciences Corporation and
merger with SRA International, Inc., are about $5.5 billion.

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


CONSOLIDATED FREIGHTWAYS: Ex-Worker Wants Malpractice Row Renewed
-----------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that a former Consolidated
Freightways employee who won an $800,000 discrimination verdict
against the company has asked the Supreme Court to revive his
malpractice suit against the attorney who represented his claim in
Consolidated Freightways' bankruptcy, saying the underlying opinion
makes it difficult for clients to pursue malpractice claims.

James W. Hall argued in his Aug. 15 petition for writ of certiorari
that his damages couldn't be determined yet when an Ohio appellate
court required him to submit a pretrial expert report regarding the
amount of damages.

Headquartered in Vancouver, Washington, Consolidated Freightways
Corporation was comprised of national less-than-truckload carrier
Consolidated Freightways, third party logistics provider Redwood
Systems, Canadian Freightways LTD, Grupo Consolidated Freightways
in Mexico and CF AirFreight, an air freight forwarder.
Consolidated Freightways was a transportation company primarily
providing LTL freight transportation throughout North America using
its system of 300 terminals and over 18,000 employees.  

The Company and its debtor-affiliates filed for chapter 11
protection on September 3, 2002 (Bankr. C.D. Cal. Case No.
02-24284).  Michael S. Lurey, Esq., at Latham & Watkins LLP,
represented the Debtors.  When the Debtors filed for bankruptcy,
they listed $783,573,000 in total assets and $791,559,000 in total

debts.

The Bankruptcy Court confirmed the Debtors' Amended Consolidated
Plan of Liquidation on Nov. 18, 2004.


CONSTELLATION ENTERPRISES: S&P Cuts Corp. Credit Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on U.S.-based Constellation Enterprises LLC
by two notches to 'CCC-' from 'CCC+'. The outlook is negative.

"At the same time, we lowered our issue-level rating on the
company's $130 million senior secured notes by two notches to
'CCC-' from 'CCC+'. The '4' recovery rating is unchanged,
indicating our expectation for average recovery (30%-50%; upper
half of the range) for noteholders in the event of a payment
default."

"The downgrade reflects our view that Constellation's refinancing
risk has escalated because virtually all of the company's capital
structure comes due in less than six months," said Standard &
Poor's credit analyst Svetlana Olsha. In September, the company
amended its asset-based lending (ABL) facility and received a
waiver from its lenders. In addition, the company obtained a $13
million term loan from a separate lender. Constellation is
currently pursuing an asset sale and a refinancing transaction;
however, we believe that refinancing the company's debt in a timely
manner could be challenging given the short time frame."

"The negative outlook reflects the possibility that we could lower
our ratings on Constellation in the near-term if we expect that a
default has become a virtual certainty."

"We could lower our rating on Constellation if it fails to complete
an asset sale and refinance its upcoming debt maturities, or if the
company announces an exchange offer or similar restructuring that
we classify as distressed."

"We could consider raising our rating on Constellation if the
company successfully refinances its upcoming maturities. The
magnitude of any positive rating action will depend on our
assessment of the company's post-refinancing business prospects,
credit measures, and liquidity."



CURTIS JAMES JACKSON: Injured Concertgoer Fights for Damages
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that a
lawsuit that accused Curtis James Jackson III, popularly known as
50 Cent, of unfairly bolstering his tough-guy image by starting a
fight at a 2004 concert in Massachusetts has surfaced in his
bankruptcy.

According to the report, Dorothy DeJesus, a Northampton, Mass.,
resident who was punched in the face during the fight, asked a
federal judge to make sure the 40-year-old rapper doesn't use
bankruptcy to get out of paying her at least $25,000 in damages.  A
state court, in 2010, awarded Ms. DeJesus $25,000 in damages for
injuries she sustained during 50 Cent's surprise performance at a
hip-hop concert on May 7, 2004, at the Hippodrome Theater in
Springfield, Mass., the Journal said, citing documents filed in
U.S. Bankruptcy Court in Hartford, Conn.

Curtis James Jackson, III, aka 50 Cent, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on July
13, 2015.


DALLAS PROTON: Section 341(a) Meeting Slated for October 22
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
of Dallas Proton Treatment Center LLC and Dallas Proton Treatment
Holdings LLC on Oct. 22, 2015, at 10:15 a.m., in Room 976 in
Dallas, Texas.

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

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

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


DEB STORES: Court Approves $335K Interchange Claim Sale to Dunhill
------------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
from Judge Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware, approval for the sale of debtors Deb Stores
Holding LLC, et. al.'s right, title and interest in a class action
litigation to Dunhill Asset Services V, LLC, free and clear of all
liens, claims and encumbrances.

The class action case was against Visa U.S.A. Inc. and MasterCard
International Incorporated, styled In re: Payment Card Interchange
Fee and Merchant-Discount Antitrust Litigation, Case No.
1:05-md-01720-JG-JO ("Interchange Litigation"), and was initiated
in the United States District Court for the Eastern District of New
York ("EDNY").  The EDNY approved a settlement agreement in the
Interchange Litigation, which established a $6.05 billion
settlement fund, reduced by 25% to account for merchants who
excluded themselves from the settlement.  Merchants who paid
interchange fees to the Defendants between Jan. 1, 2004 and Nov.
28, 2012, which includes the Debtors, may be eligible to receive a
payment from this Settlement Fund.  The ultimate value of the
Debtors' Interchange Claim and the timing of distribution are
unknown.

The Creditors Committee, in consultation with the Debtors and the
Debtors' term loan agent, determined that soliciting bids from
certain parties that specialize in the purchase and sale of claims
in the Interchange Litigation would reduce the costs and expenses
attendant to the sale, while simultaneously serving to maximize
value.

A closed auction was conducted, with Dunhill Asset Services V, LLC
submitting the highest and best bid in the amount of $335,000.

The Creditors Committee contends that the receipt of immediate
payment for a contingent asset that may not otherwise result in a
recovery for several years will clearly benefit the Debtors'
estates. It further contends that the sale of the Interchange Claim
to Dunhill is in the best interests of the Debtors' estates.

The Creditors Committee is represented by:

          Howard A. Cohen, Esq.
          DRINKER BIDDLE & REATH LLP
          222 Delaware Ave., Suite 1410
          Wilmington, DE 19801-1621
          Telephone: (302)467-4213
          Facsimile: (302)467-4201
          E-mail: howard.cohen@dbr.com

                  - and -

          Robert K. Malone, Esq.
          Marita S. Erbeck, Esq.
          DRINKER BIDDLE & REATH LLP
          600 Campus Dr.
          Florham Park, NJ 07932-1047
          Telephone: (973)549-7000
          Facsimile: (973)360-9831
          E-mail: Robert.Malone@dbr.com
                  Marita.Erbeck@dbr.com

                  - and -

          Jay R. Indyke, Esq.
          Cathy R. Herschcopf, Esq.
          Robert B. Winning, Esq.
          COOLEY LLP
          1114 Avenue of the Americas
          New York, NY 10036
          Telephone: (212)479-6000
          Facsimile: (212)479-6275
          E-mail: jindyke@cooley.com
                  cherschcopf@cooley.com
                  rwinning@cooley.com

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the Company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of the assets
three months later to Ableco Finance, LLC, the agent for the first
lien lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors sought to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Carl D. Neff at Delaware Bankruptcy Litigation reported that by
order dated Dec. 5, 2014, the Debtors' Chapter 11 cases were
consolidated for procedural purposes only and therefore are being
jointly administered pursuant to Bankruptcy Rule 1015(b).

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel;
and Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.



DEB STORES: Court Grants Stay Relief to Caliber 1 Construction
--------------------------------------------------------------
Caliber 1 Construction, Inc., sought and obtained from Judge Kevin
Gross of the U.S. Bankruptcy Court for the District of Delaware,
relief from the automatic stay for the purpose of (a) Caliber 1
filing a complaint under state law to foreclose its mechanics lien
claim for the real property commonly known as 185 Fox Valley Center
in Aurora, Illinois; and (b) naming Deb Shops as a party to the
action, as it is a necessary party to such claim for mechanics
lien.

Judge Gross additionally permitted Caliber 1 to bring a claim for
breach of contract as part of the action to foreclose on the lien
against Deb Shops relating to the Property, but held that in no
event shall Caliber 1 seek to enforce any judgment received in any
breach of contract action relating to the Property against Deb
Shops, as it shall be named as defendant solely to facilitate the
mechanics lien foreclosure action in Illinois.

                        Debtors' Objections

In their objection to the Stay Relief Motion, the Debtors asserted
that the relief requested in the proposed order, as drafted, could
go beyond simply naming the Debtors as nominal defendants in the
Foreclosure Action.  The Debtors contended that any proposed order
should be revised to guard against this potential and unintended
result.  They further asserted that they are no longer operating
their former stores and cannot be expected to participate in the
Foreclosure Action, including having to respond to discovery
requests and litigation that may arise between the real parties in
interest in the Foreclosure Action.

                           *     *     *

The Court's order limited the naming of Deb Shops to the
Foreclosure Action for procedural purposes only and to serve notice
of the Foreclosure Action on Deb Shops solely to the extent
required under Illinois law.

Caliber 1 Construction is represented by:

          L. Katherine Good, Esq.
          WHITEFORD, TAYLOR & PRESTON LLC
          The Renaissance Center
          405 North King Street, Suite 500
          Wilmington, DE 19801
          Telephone: (302)357-3265
          Facsimile: (302)357-3281
          E-mail: kgood@wtplaw.com

The Debtors' attorneys can be reached at:

          Laura Davis Jones, Esq.
          David M. Bertenthal, Esq.
          Joshua M. Fried, Esq.
          Colin R. Robinson, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705
          Telephone: (302)652-4100
          Facsimile: (302)652-4400
          E-mail: ljones@pszjlaw.com
                  dbertenthal@pszjlaw.com
                  jfried@pszjlaw.com
                  crobinson@pszjlaw.com

                         About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the Company operated
a total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc.
and its subsidiaries -- sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11941) and closed the sale of the assets
three months later to Ableco Finance, LLC, the agent for the first
lien lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors sought to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Carl D. Neff at Delaware Bankruptcy Litigation reported that by
order dated Dec. 5, 2014, the Debtors' Chapter 11 cases were
consolidated for procedural purposes only and therefore are being
jointly administered pursuant to Bankruptcy Rule 1015(b).

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel;
and Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.



DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR)
assigned to DISH Network Corporation (DISH) and its wholly owned
subsidiary, DISH DBS Corporation (DDBS). The Rating Outlook is
Stable, and all the ratings have been removed from Negative Watch.
Fitch has also affirmed the 'BB-/RR4' rating assigned to DDBS'
senior unsecured notes. DISH had approximately $13.8 billion of
debt outstanding at June 30, 2015.

Fitch's rating action follows the decision made by DISH's bidding
entities to relinquish a portion of spectrum related to winning
bids in the Advanced Wireless Services 3 (AWS-3) auction for
re-auction by the FCC. The FCC will apply the funds already on
deposit and an additional $413 million of cash from the bidding
entities toward the payment of the gross winning bids for the
remaining licenses, which total approximately $9.9 billion and
cover approximately 6.6 billion MHZ-POPs. The payment made to the
FCC also included an additional amount related to a 15% penalty for
returning the spectrum licenses. When the spectrum is re-auctioned,
the bidding entities and DISH (as a guarantor) will still be liable
for paying the difference between the price paid at the re-auction
and the original gross bid made by the bidding entities. The timing
of the re-auction is uncertain, but considering the FCC's primary
focus is on the TV Broadcast Spectrum Incentive auction, Fitch
expects the re-auction to take place following the Broadcast
Incentive auction.

DISH utilized cash from its balance sheet to supply the $413
million loan to the bidding entities. Although DISH continues to
have limited flexibility within the current ratings, Fitch believes
the company's FCF generation provides adequate coverage for the
company to meet near-term minimum liquidity requirements. Although
the maximum re-auction liability could be as high as the original
bidding credit itself, Fitch believes that is unlikely considering
it would assume no one would bid on the spectrum licenses. As of
second-quarter 2015, Fitch believes DISH has minimal room in the
current rating to accommodate any incremental debt related to the
remaining re-auction liability if needed. Fitch will treat this
contingent liability as event risk in the rating, and will evaluate
DISH's capacity to fund any potential liability with cash in excess
of liquidity needs, if necessary, at the time the payment comes
due.

The company's IDR and debt securities were placed on Rating Watch
Negative on Aug. 18, 2015 to reflect the uncertainty surrounding
DISH's funding strategy and potential negative effect on its credit
profile arising from the announcement that the FCC voted to deny
$3.3 billion in bidding credits previously awarded to DISH's
bidding entities in the AWS-3 auction. DISH's cash and marketable
securities (current portion) totalled approximately $1.1 billion at
June 30, 2015, which provided limited flexibility to fund the
payment in the absence of the discount and maintain the company's
stated $1 billion minimum cash requirement.

Northstar, SNR and their investors (including DISH) are still
eligible to participate in future auctions, including any
re-auction of the AWS-3 licenses retained by the FCC. Fitch does
not expect DISH or its bidding entities to participate in the
re-auction of the relinquished spectrum licenses if held in the
near term, considering the bidding entities paid a penalty to
relinquish the licenses and would have to pay a minimum of the
original gross bid if they made winning bids.

KEY RATING DRIVERS

Wireless Strategy Poses Event Risk: The current ratings take into
consideration the lack of visibility into DISH's wireless strategy,
and the potential capital requirements and execution risk
associated with that strategy. Fitch acknowledges the significant
asset value and strategic optionality associated with DISH's
investment in wireless spectrum. However, in Fitch's view, DISH
would need to meaningfully differentiate its wireless services in
order for the strategy to successfully diversify its revenues, and
to provide for potential cash flow growth. An offering similar to
other wireless operators' services would likely struggle to gain
traction, given the maturing wireless market and entrenched
national operators. Fitch notes that the terms of its wireless
spectrum assets require the company to build out a portion of the
spectrum coverage area, which can pressure the company's credit
profile.

DISH's efforts to transform though various wireless initiatives
remain in a development stage. The company's strategy has
experienced numerous set-backs as the company endeavors to engage
another wireless carrier seeking a partnership, acquisition or
network-sharing agreement. Event risks remain elevated as the
company contemplates additional acquisitions of spectrum or assets
to support the wireless strategy. The strategic importance of a
wireless broadband service option has not diminished and, as such,
Fitch expects DISH will likely continue its efforts to engage an
existing national wireless service provider.

Total debt outstanding was approximately $13.8 billion as of June
30, 2015. DISH's leverage totaled 4.6x for the latest 12 month
(LTM) period ended June 30, 2015, a decrease from 4.9x and 4.8x at
year-end 2014 and 2013, respectively. The cash proceeds from the
company's incremental debt issuances have largely remained on its
balance sheet, and supported DISH's wireless spectrum purchase in
first-quarter 2015.

Ratings Reflect Weak Trends: Fitch believes the company's overall
credit profile has limited capacity to accommodate DISH's
inconsistent operating performance as the company struggles to
transform its branding strategy from a value-oriented service
provider to a technology-focused provider targeting high-value
subscribers. While subscriber metrics remain weak, average revenue
per user (ARPU) has benefited from programming cost increases,
higher hardware-related revenue and increased advertising revenue.
ARPU increased 4.3% for the first six months of 2015 versus the
prior period.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for DISH include
nominal overall revenue growth generated by slower subscriber and
ARPU growth. EBITDA margins in 2015 and 2016 are expected to
decline slightly from the 20.1% recorded in 2014, assuming that
higher programming costs are offset somewhat by SG&A cost
containment efforts.

RATING SENSITIVITIES

Although Fitch believes it is unlikely over the near term, a
positive rating action will likely coincide with the company
articulating a wireless strategy that is executed in a
credit-neutral manner and committing to a leverage target below
4x.

Fitch believes a negative rating action will likely coincide with
the company's decision to execute a wireless strategy, or other
discretionary management decisions that weaken its ability to
generate FCF, maintain adequate liquidity to meet ongoing
operational needs, erode operating margins, and increase leverage
higher than 5x without a clear strategy to deleverage the company's
balance sheet. A potential negative rating action will be
evaluated, if necessary, when there is clarity around the
re-auction rules, timing, and final results. Additional scenarios
that may have a potential rating impact will be evaluated as they
are disclosed.

LIQUIDITY

The company's current liquidity position is adequate for its
ongoing operations. Overall, the company's liquidity position and
financial flexibility is supported by expected free cash flow (FCF)
generation. The company also benefits from a reasonable maturity
schedule, as 37% of the company's outstanding debt is scheduled to
mature through 2019 but no more than approximately 10% in any one
year. In 2016, $1.5 billion matures.

DISH had a total of approximately $1.1 billion of cash and
marketable securities (current portion) as of June 30, 2015. The
majority of DISH's consolidated cash and marketable securities
balances were held at DISH. The company's stated minimum cash
requirement of $1 billion and FCF generation mitigate the risk
caused by the lack of a revolving credit facility.

DISH's FCF (defined as cash flow from continuing operations less
capital expenditures and dividends) generation rose approximately
73% as of the LTM period ended June 30, 2015 to $1.6 billion when
compared to the same period during 2014. DISH's capital intensity
remained relatively stable in the 8% to 9% range in 2014. Capital
expenditures will continue to focus on subscriber retention and
capitalized subscriber premises equipment.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

DISH Network Corporation
-- IDR at 'BB-'.

DISH DBS Corporation
-- IDR at 'BB-';
-- Senior unsecured notes at 'BB-/RR4'.

The Rating Outlook is Stable.



ENERGY FUTURE: Committee Says Plan Currency Changes Warrant Delay
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of EFH, et al., is
asking U.S. Bankruptcy Judge Christopher S. Sontchi to approve an
extension of the Nov. 3, 2015 confirmation hearing date on the
Debtors' Fifth Amended Plan of Reorganization to the earliest date
open on the Court's calendar after the Thanksgiving holiday.

In a letter filed Sept. 24, 2015, the EFH Committee told the Court
that the changes made in the Fifth Amended Plan to provide for the
potential reinstatement of certain bond debt of EFH Corp at
Reorganized TCEH raises new issues to be addressed.

In light of the Debtors' recent change in the merger currency for
the REIT Plan from "payment in full in cash" to potential payment
with securities of reorganized TCEH, the Committee does not believe
the current schedule gives objectors a fair opportunity to complete
discovery and address newly relevant issues between now and Nov. 3,
2015.

Counsel to the Committee, Andrew G. Dietderich, Esq., at Sullivan &
Cromwell LLP, points out that until the filing of the Fifth Amended
Plan, the Debtors had consistently stated that E-side creditors
would be paid in full in cash.  With the Debtors' new idea to "pay"
EFH bondholders by giving them securities of reorganized TCEH, the
T-side capital structure becomes the single most important issue in
determining the ultimate recovery for EFH bondholders, the
Committee tells the Court.  In order to prepare for the
confirmation hearing, the EFH Committee says it now requires an
expert to evaluate the T-side business and test the feasibility of
long-term bond payments.

American Stock Transfer & Trust Company, LLC, the indenture trustee
for certain EFH unsecured notes (the "EFH Indenture Trustee"), on
Sept. 28, wrote a letter saying it supports the Committee's bid to
postpone the confirmation hearing.

The EFH Indenture Trustee is calling the attention of the Court to
the fact that discovery has revealed that, in contravention of a
prior board resolution, neither the EFH Corp. board nor the TCEH
board held any meetings to discuss, and never acted to approve, the
inclusion of the reinstatement language in the Fifth Amended Plan.

Counsel to the EFH Indenture Trustee, Richard C. Pedone, Esq., at
Nixon Peabody, says the Debtors' material modifications to the
plan, which purport to provide the Debtors with the option to
"reinstate" over $500 million in EFH Corp. debt at the Reorganized
TCEH, while alleging that holders of such debt are not impaired,
fundamentally alter the issues to be litigated in connection with
confirmation.  The EFH Indenture Trustee requests, among other
things, a further extension to 45 days after the submission of
certain expert reports.

A copy of the Committee' letter is available for free at:

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

                 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.


ENERGY FUTURE: Parties Dispute UCC Bid to Delay Plan Hearing
------------------------------------------------------------
Debtors Energy Future Holdings Corp., et al., as well as TCEH first
lien lenders and TCEH unsecured creditors, are opposing a request
by the Official Committee of Unsecured Creditors of EFH, et al., to
extend the Nov. 3, 2015 confirmation hearing date on the Debtors'
Fifth Amended Plan of Reorganization to the earliest date open on
the Court's calendar after the Thanksgiving holiday.

In light of issues pointed out by the EFH Committee, the indenture
trustee for certain EFH unsecured notes has also requested, among
other things, a further extension to 45 days after the submission
of certain expert reports.

The Debtors say the requests for additional time are wholly
unwarranted for several reasons:

   -- First, the possibility of unimpairment by means other than
full cash payment on the plan effective date is not new: it has
been in every version of the plan since July.  The plan's
definition of "Unimpaired" expressly referenced Section 1124 of the
Bankruptcy Code, which describes the reinstatement mechanism
available to all chapter 11 debtors.  Thus, there is no "change" in
treatment or in "merger currency," only greater specificity as
requested by the EFH Indenture Trustee.

   -- Second, the Debtors' primary focus and principal intent is
and has been to pay allowed E-side claims in full and in cash—and
the Debtors and plan support parties have rightly emphasized that
central feature.  But, since July, the plan has plainly provided
that allowance of any make-whole claims would cause the failure of
a condition to full cash repayment.  Put another way, no E-side
creditor can credibly claim that the promise of payment in full in
cash extended to makewhole claims.

   -- Third, it is no secret that the EFH legacy notes indentures
provide that, in the event of a spinoff of TCEH, the liability for
amounts owed under the legacy notes would travel from EFH to TCEH.
That is exactly how reinstatement would operate here.

   -- Fourth, no decision has been made to reinstate the EFH legacy
notes: the plan provides the option to reinstate the notes "at the
election of the Debtors, with the agreement of the Plan Sponsors
and the TCEH Supporting First Lien Creditors."  It is unremarkable
that the Debtors' boards have not been asked separately to approve
the insertion of more specific, but still entirely optional,
treatment language.  What would require board approval would be an
actual decision to reinstate the EFH legacy notes.

   -- Fifth, preservation of the ability to pursue reinstatement
beyond confirmation still requires the Debtors to meet their burden
at confirmation.  The plain language of the plan and the indentures
themselves -- along with multiple discussions on this very topic
with E-side stakeholders -- have put those stakeholders on notice
that the Debtors intend to meet that burden.

According to the Debtors, even if the reinstatement option were a
bolt from the blue, the narrow evidence relevant to a possible
reinstatement can be accommodated easily within the existing
schedule.  To prove that reinstatement would be viable, the Debtors
say they will need to demonstrate only an absence of defaults
(other than bankruptcy-related defaults) and, as they must do even
absent reinstatement, feasibility.

             Attempts Misguided, First Lien Lenders Say

The Ad Hoc Committee of TCEH First Lien Creditors is asking the
Court to deny this latest misguided attempt by the EFH Committee to
further delay the Court's consideration of the Plan on its merits.

Counsel for the Ad Hoc Committee, Alan W. Kornberg, Esq., at Paul,
Weiss, Rifkin, Wharton & Garrison LLP, says the EFH Committee
cannot legitimately claim that it is now surprised by the
reinstatement option, as the Indenture Trustee, which is a
committee member, in its Disclosure Statement objection,
specifically quoted Section 1124 in arguing that the Third Amended
Plan did not render the EFH Legacy Notes unimpaired.

Mr. Kornberg notes that in an effort to resolve the EFH Indenture
Trustee's Disclosure Statement, the Debtors revised the Third
Amended Plan to replace the generic description of impairment with
an express articulation of the only manner in which the Debtors
could render the EFH Legacy Notes unimpaired other than payment in
full in cash -- by reinstating such notes under Section 1124(2).

Mr. Kornberg notes that even if this clarification to the Third
Amended Plan could be considered a material modification, the EFH
Committee has not demonstrated why this change actually requires
several weeks of additional discovery.

The TCEH First Lien Ad Hoc Committee asserts there are significant
costs associated with prolonging the Chapter 11 cases that greatly
outweigh any purported benefit to the EFH Committee of delaying the
confirmation process.

           TCEH Unsecureds Also Oppose One-Month Delay

J. Christopher Shore, Esq., at White & Case, on behalf of (i) the
Ad Hoc Group of TCEH Unsecured Noteholders, and the (ii) the
"Investor Consortium" comprised of Anchorage Capital Group, LLC,
Arrowgrass Capital Partners (US) LP and other entities, join in the
letters filed by the Debtors and the TCEH First Lien Ad Hoc
Committee as to the positions that potential reinstatement of the
EFH Legacy Notes is not a new issue and no additional discovery or
time is needed.

                          *     *     *

The EFH Indenture Trustee is represented by:

         NIXON PEABODY
         Richard C. Pedone, Esq.
         100 Summer Street
         Boston, MA 02110-2131
         Tel: (617) 345-1305
         E-mail: rpedone@nixonpeabody.com

The EFH Creditors Committee is represented by:

         SULLIVAN & CROMWELL LLP
         Andrew G. Dietderich, Esq.
         125 Broad Street
         New York, NY 10004-2498
         Tel: 1-212-558-4000
         Fax: 1-212-558-3588

The TCEH First Lien Ad Hoc Committee is represented by:

         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP      
         1285 Avenue of the Americas
         New York, NY 10019-6064
         Alan W. Kornberg, Esq.
         Tel: (212) 373-3209
         Fax: (212) 492-0209
         E-mail: akornberg@paulweiss.com

The Ad Hoc Group of TCEH Unsecured Noteholders is represented by:

         WHITE & CASE LLP
         J. Christopher Shore, Esq.
         1155 Avenue of the Americas
         New York, NY 10036-2787
         Tel: +212 819-82394
         E-mail: cshore@whitecase.com

The Debtors' attorneys can be reached at:

         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, Illinois 60654
         Marc Kieselstein, P.C.
         Tel: (312) 862-3029
         Fax: (312) 862-2200
         E-mail: kieselstein@kirkland.com

                      The Reorganization Plan

As reported in the TCR, the Debtors' Plan of Reorganization, as
amended, contemplates a tax-free spinoff of Texas Competitive
Electric Holdings Company LLC (TCEH), and an injection of
approximately $7 billion of equity capital and approximately $5
billion of debt to finance a tax-free merger of reorganized EFH
Corp., which new capital would fund the payoff of E-side claims.
In addition to enjoying broad support among T-side creditors, the
Plan contemplates the unimpairment of all allowed E-side claims.
In connection with consummation of the merger, Oncor would be
restructured to permit the surviving company to convert to a REIT.


Under the Plan, Energy Future's 80% stake in Oncor Electric
Delivery Company LLC is to be taken over by a consortium of
investors, including an affiliate of Hunt Consolidated Inc.,
Anchorage Capital Group, Arrowgrass Capital Partners, BlackRock,
Centerbridge Partners, the Blackstone Group's GSO Capital Partners
LP, Avenue Capital Group and the Teacher Retirement System of
Texas.

The Debtors have sought and obtained approval of a Plan Support
Agreement.  The PSA is a key element of the comprehensive
settlement reached between the Debtors and key TCEH creditors.  The
PSA may be terminated if the Plan is not confirmed (at least
orally) by Jan. 15, 2016.

On Aug. 10, 2015, the Debtors filed a motion to approve a
Settlement Agreement that includes a global settlement and release
of litigation claims.

On Sept. 21, the Debtors -- after negotiations with various
creditor groups and third parties regarding the Debtors' plan of
reorganization -- filed a fifth amended joint plan of
reorganization and a disclosure statement.

Copies of the Fifth Amended Plan and September Disclosure Statement
are available for free at:

                     http://is.gd/Tf4yAn
                     http://is.gd/3sCGNT

                 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
whilereducing 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.


FBOP CORP: Denies Obligations to PBGC
-------------------------------------
Daniel Langhorne at Bankruptcy Law360 reported that defunct banking
company FBOP Corp. said in Illinois federal court on Oct. 2, 2015,
that it should not have to pay a portion of a $265.3 million tax
refund to the Pension Benefit Guaranty Corp., arguing the federal
government-created retirement income agency is trying to renege on
a settlement agreement.

FBOP denies that it owed PBGC any amount of unfunded liabilities
and that the agency had a right to offset.  It also noted that it
did not agree with the U.S. Department of Treasury's payment to
PBGC.


FIELD GROUP: TFO Sells Collateral at Public Action
--------------------------------------------------
TFO Group LLC, as junior secured creditor of Field Group Holdings
LLC, sold all right, title and interest of the Debtor in all the
Debtor's personal property ("collateral") to the highest qualified
bidder at a public action held on Sept. 5, 2015, at the offices of
DLA Piper LLP (US), 203 N. LaSalle in Chicago, Illinois.

The secured party's interest in the collateral is junior to the
secured interest of Bankers Trust Company, and the sale of the
collateral is subject to such interest.  The collateral was offered
for sale as a block to a single purchaser.

Parties desiring information regarding the sale may contact:

  Rick Chesley
  DLA Piper LLP (US)
  203 N. LaSalle
  Chicago, IL 60601
  Tel: (312) 368-3430
  Email: richard.chesley@dlapiper.com  


FRAC SPECIALISTS: Court Extends Plan Filing Deadline to Nov. 13
---------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the Northern
District of Texas extended the exclusive periods of Frac Specialist
LLC and its debtor-affiliates to file a Chapter 11 plan until Nov.
13, 2015, and solicit acceptances of that plan through and
including Jan. 12, 2016.

                      About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.  

On May 27, 2015, the Court directed the joint administration of
the
cases.  The Debtors disclosed $61,675,313 in assets and
$57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.

The U.S. Trustee appointed five creditors to serve on an
official committee of unsecured creditors.  The Committee is
represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq.,
at Dykema Cox Smith.


GLOBAL MARITIME: Seeks 14-Day Extension to File Schedules
---------------------------------------------------------
GMI USA Management, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the time to file schedules and statements of financial affairs for
14 days.

Under the Bankruptcy Code, each of the Debtors is required to file
(i) a schedule of assets and liabilities, (ii) a statement of
financial affairs, (iii) a schedule of current income and
expenditures, and (iv) a statement of executory contracts and
unexpired leases within 14 days after the Petition Date.

The Debtors assert that they need an extension of 14 days to file
their Schedules because their newly-appointed Chief Restructuring
Officer, Justin Knowles, and the few remaining employees face the
challenge of collecting, organizing and analyzing a large volume of
documents and records from around the world to extract the
requisite information for the Debtors' Schedules and Statements of
Financial Affairs. The Debtors contend that although it would be
possible to prepare the Schedules in time to comply with the
requirements of Bankruptcy Rule 1007(c), it has become apparent
that it is not possible to do so.

The Debtors' attorneys can be reached at:

          John P. Melko, Esq.
          Michael K. Riordan, Esq.
          GARDERE WYNNE SEWELL LLP
          1000 Louisiana, Suite 2000
          Houston, TX 77002-5011
          Telephone: (713)276-5727
          Facsimile: (713)276-6727
          E-mail: jmelko@gardere.com
                  mriordan@gardere.com

                     About GMI USA Management

GMI USA Management, Inc., Global Maritime Investments Cyprus
Limited, Global Maritime Investments Holdings Cyprus Limited,
Global Maritime Investments Resources (Singapore) Pte. Limited and
Global Maritime Investments Vessel Holdings Pte Ltd filed Chapter
11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-12552 to
15-12556) on Sept. 15, 2015.

The Debtors are engaged in three segments of the dry bulk shipping
markets, utilizing Freight Forward Agreements, physical "trading"
or supplying of ships for hire, and management of a dry bulk
shipping pool on behalf of ships owned directly or indirectly by
the Debtors, as well as for third party owners.

Debtor GMI USA Management is a recently formed New York
corporation.  All of the other Debtors are foreign corporations
based in either Singapore or Cyrus.

Global Maritime Investments Holdings Cyprus Limited is a holding
company that owns 100% of the outstanding shares of each of (i)
Debtor GMI USA Management, Inc., (ii) Debtor Cyprus Tradeco, (iii)
Debtor Vessel Holdings, and (iv) non-Debtor GMI Panamax Pool
Limited.

The Debtors estimated assets in the range of $1 million to $10
million and liabilities of at least $100 million.

The Debtors tapped Gardere Wynne Sewell, LLP, as counsel, and AMA
Capital Parnters as financial advisor.



GT ADVANCED: Has Until October 16 to File Chapter 11 Plan
---------------------------------------------------------
The Hon. Henry J. Boroff of the United States Bankruptcy Court for
District of New Hampshire further extended the exclusive periods of
GT Advanced Technologies Inc. (GTAT), et al. to file a Chapter 11
plan to Oct. 16, 2015, and solicit acceptance of the Chapter 11
plan to Dec. 15, 2015.

As reported by the Troubled Company Reporter on Sept. 14, 2015,
GTAT's Exclusive Filing Period was slated to expire August 31,
2015, absent an extension.  GTAT's Solicitation Period will expire
October 30, 2015.

The Debtors asserted that the 45-day extension of exclusivity is
necessary to allow them sufficient time to negotiate the terms of a
Chapter 11 plan with, among others, the Ad Hoc Noteholders, the
Committee, and other key creditors in order to propose a Chapter 11
plan that will be confirmed. The process is well underway and, as
noted, the Debtors have already shared a proposed plan term sheet
and the Plan Issues Memos with certain key constituents, including
the Committee, the Ad Hoc Noteholders, and CFP.

The Debtors said opening the plan process up to competing plans and
the inherent competing interests at this juncture could undermine
and detract from negotiations regarding consensual plan terms to
the detriment of all parties in interest. The Exclusive Periods,
they remind the Court, are intended to afford a debtor a full and
fair opportunity to propose a consensual plan and solicit
acceptances of such plan without the deterioration and disruption
of the debtor's business that is likely to be caused by the filing
of competing plans by non-debtor parties. The primary objective of
a chapter 11 case is the formulation, confirmation, and
consummation of a consensual chapter 11 plan. Thus, extending the
Exclusive Periods in these chapter 11 cases is appropriate, in the
best interest of the Debtors' stakeholders, and consistent with the
intent and purpose of chapter 11 of the Bankruptcy Code.

The Debtors also noted that their cases are large and complex and
little time has elapsed considering such size and complexity. The
Debtors need sufficient time, good faith progress toward, and
reasonable prospect of filing a Chapter 11 plan. It is well-noted
that Debtors have made progress in negotiating with creditors and
are not seeking extension to pressure creditors. GTAT's dedication
to an expeditious restructuring and emergence from chapter 11,
these chapter 11 cases have proceeded at a rapid pace when
accounting for the challenges the Debtors have faced since filing
for chapter 11 protection, including a global settlement with
Apple, the wind-down of GTAT's sapphire growth operations, the
development of the business plan (and subsequent revisions
thereto), the procurement of DIP financing, resolution of complex
intercompany issues, and, most recently, the drafting of the Plan
Issues Memos and a draft plan term sheet.

                         About GT Advanced

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

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

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

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

On Oct. 6, 2014, GT Advanced Technologies and eight affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D.N.H. Lead Case No.
4-11916). GT says that it has sought bankruptcy protection due to
a
severe liquidity crisis brought about by its issues with Apple.

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

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

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

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


GULF PACKAGING: Committee Seeks Chapter 7 Conversion
----------------------------------------------------
The Official Committee of Unsecured Creditors of Gulf Packaging,
Inc., asks the U.S. Bankruptcy Court for the Northern District of
Illinois, Eastern Division, to convert the Chapter 11 case to a
case under Chapter 7.

Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, tells the Court that at the time of the filing of the
Chapter 11 case, the Debtor has been slowly its liquidating its
inventory and collecting receivables, for the benefit of the
secured creditor.  She further tells the Court that the Debtor has
not brought in any unencumbered funds or other assets for the
benefit of the unsecured creditors and, based on representations
made by both the Debtor and FCC and reports circulated by the
Debtor, FCC's claim appears to be approximately $2 million
underwater after the value of the collateral is netted out.  The
Debtor and FCC claim that FCC is still owed more than $5 million.
Ms. DeRousse relates that the proceeds of the inventory that the
Debtor has managed to sell and the receivables which have been
collected have all gone directly to a lockbox controlled by FCC and
swept by FCC to apply against its loan.

Ms. DeRousse notes that the Court entered a Final Order Granting
Adequate Protection in favor of FCC, pursuant to which FCC allowed
the use of its cash collateral to fund the Chapter 11 case and that
the authority to use cash collateral has since terminated. Ms.
DeRousse contends that FCC is taking the position that it has a
superpriority claim over unsecured creditors in an amount of at
least the cash collateral that was and currently is still being
spent by the Debtor in the Chapter 11 case.  She further contends
that FCC intends to recover its superpriority claim through the
estate's pursuit of general unsecured trade creditors for recovery
of alleged preferential transfers under Section 547 of the
Bankruptcy Code. Ms. DeRousse says that FCC does not otherwise have
a security interest in Chapter 5 causes of action.  She asserts
that the longer the case remains in Chapter 11, the greater FCC's
alleged superpriority claim will grow, allowing the  already
administratively insolvent case to sink further into a hole.  Ms.
DeRousse contends that unsecured creditors are harmed every day the
case remains in Chapter 11, because their chances of recovery are
rapidly depleting via FCC's asserted Section 507(b) argument, while
their exposure to being sued increases.  Ms. DeRousse alleges that
if preference claims are pursued, it should be for the
redistribution of those funds to unsecured creditors, not to fund a
secured lender's collection and liquidation of its collateral,
which is exactly what the Debtor and FCC have planned for this
case.

Ms. DeRousse tells the Court that the case belongs in the hands of
a Chapter 7 trustee, who will liquidate the assets and pursue
claims for the benefit of the estate, not the secured creditor.

The Official Committee of Unsecured Creditors is represented by:

          Richard S. Lauter, Esq.
          Shelley A. DeRousse, Esq.
          Devon J. Eggert, Esq.
          Elizabeth L. Janczak, Esq.
          FREEBORN & PETERS LLP
          311 South Wacker Drive, Suite 3000
          Chicago, IL 60606-6677
          Telephone: (312)360-6000
          Facsimile: (312)360-6520
          E-mail: rlauter@freeborn.com
                  sderousse@freeborn.com
                  deggert@freeborn.com
                  ejanczak@freeborn.com

                       About Gulf Packaging

Formed as a Texas corporation in February 2012, Gulf Packaging
Inc. is a distributor of packaging equipment and supplies, which
sells its product by and through several independent entities.  GPI
is a private company, with its equity held in equal parts by the
Fleck Family Partnership, LLC and CWJ Eagle, LLC (which is
affiliated with the Cutshall family).

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The Debtor disclosed
$16.4 million in assets and $29.8 million in liabilities as of the
Chapter 11 filing.

The case is assigned to Judge Pamela S. Hollis.  The Debtor tapped
FrankGecker LLP as counsel; BMC Group Inc. as claims and noticing
agent; and the firm of Gavin/Solmonese to provide Edward T. Gavin
as chief restructuring officer.

The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.



HAGGEN HOLDINGS: Gelson's Markets to Bid on Eight Properties
------------------------------------------------------------
Gelson's Markets, one of the nation's premier supermarket chains,
will bid on eight properties in Southern California, according to
an announcement by Gelson's President & CEO Rob McDougall.  The
offer was made this week to Haggen, a Washington-based chain of
grocery stores.  Haggen Holdings, LLC, together with certain of its
subsidiaries, is currently a chapter 11 debtor in the United States
Bankruptcy Court for the District of Delaware.

Gelson's is bidding on eight Haggen locations across five counties:
Los Angeles County (Santa Monica), Orange County (Laguna Beach,
Ladera Ranch), Riverside County (Rancho Mirage), San Diego County
(Carlsbad, Del Mar, Pacific Beach) and Ventura County (Thousand
Oaks).

"We are excited at the prospect of significantly expanding our
brand offerings to new communities," said McDougall.  "Our bid is
subject to higher and better offers at an auction currently
scheduled for the beginning of November.  Should our bid prove
successful, it will be a benefit for thousands of shoppers who
value quality products and exceptional service. Furthermore, we
would welcome the opportunity to have Haggen store employees join
the Gelson's family, and foresee growth opportunities for our
associates."

                         About Gelson's

Founded in 1951, Gelson's -- http://www.gelsons.com/-- currently
operates 18 full-service specialty grocery stores in Southern
California.

                          About Haggen

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015.  The petitions were signed by Blake
Barnett as chief financial officer.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.


HAGGEN HOLDINGS: Receives $92MM in Bids for Calif. Outlets
----------------------------------------------------------
Kali Hays at Bankruptcy Law360 reported that Smart & Final and
Gelson's Markets have floated stalking-horse bids totaling $92
million for the purchase of 36 Haggen Holdings store locations as
the Washington-based grocery chain restructures under Chapter 11.

Smart & Final Stores Inc. and Gelson's announced on Oct. 5, 2015,
that each will act as a stalking horse bidder for the closed Haggen
Holdings LLC stores.  The deal would call for Smart & Final to pay
$56 million for 27 currently closed Haggen stores in Central and
Southern California and one in Las Vegas.

                            About Haggen

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015.  The petitions were signed by Blake
Barnett as chief financial officer.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.


HAGGEN HOLDINGS: Secures $92-Mil. Deals for 36 Stores
-----------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that West
Coast grocer Haggen Holdings LLC, which is shutting down more than
100 stores in bankruptcy, announced a plan to sell 36 stores in
California and Nevada to two buyers who would keep the locations
open.

According to the report, in court papers, Haggen executives said
the two potential transactions would bring in a total of $92
million to the Bellingham, Wash.-based chain, which recorded a drop
in sales at its grocery stores after a massive expansion earlier
this year.  Under the offers, Smart & Final LLC proposed to buy 28
stores in California and Nevada for $56 million, while Gelson's
Markets proposed to buy eight California stores for $36 million,
the Journal said, citing documents filed in U.S. Bankruptcy Court
in Wilmington, Del.

Haggen executives asked U.S. Bankruptcy Judge Kevin Gross to set an
Oct. 26 bid deadline in case better offers emerge, and proposed to
hold a Nov. 9 auction if other bidders emerge, the Journal
related.

                            About Haggen

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015.  The petitions were signed by Blake
Barnett as chief financial officer.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.


HAGGEN HOLDINGS: Smart & Final Has $56M Deal to Buy Assets
----------------------------------------------------------
Smart & Final Stores, Inc., on Oct. 5 disclosed that its
subsidiary, Smart & Final Stores LLC, has entered into an agreement
to acquire 28 store leases and related assets from affiliates of
Haggen Holdings, LLC, for a cash purchase price of $56 million,
subject to certain adjustments.  The Company has agreed to be a
"stalking horse bidder" in a court-supervised sale of certain of
Haggen's assets, and will be entitled to certain break-up fees and
expense reimbursement should an alternate higher bid ultimately be
approved.

If the Company is approved as the successful bidder in the auction
for Haggen's assets, the transaction is expected to close during
the Company's fiscal fourth quarter 2015, subject to bankruptcy
court and other customary approvals.

If completed, the transaction will result in Smart & Final assuming
the leases and acquiring certain associated assets of 27 closed
stores in central and southern California and one closed store in
Las Vegas, Nevada, which most recently have been operated as
"Haggen" banner stores.  The Company plans to convert these stores
to its Smart & Final Extra! store format, including investment in
store fixtures and equipment, decor and signage and infrastructure
upgrades.  The Company intends to fund the Transaction and related
investment from existing cash and availability under credit
facilities.

The timing of the conversion process will vary on a store by store
basis and is expected to start during the Company's fiscal fourth
quarter of 2015 and to be completed during the Company's second
quarter of 2016.  The newly converted Extra! stores will reflect
Smart & Final's distinctive operational footprint and store layout
as well as unique, high-quality merchandise offering tailored to
both household and business customers.

Smart & Final currently operates 270 stores under the Smart & Final
and Cash & Carry store banners.  If completed, the transaction
would expand Smart & Final's footprint in the California and Nevada
markets and build upon its history of delivering quality products
with exceptional value and shopping convenience to customers in the
neighborhoods they serve.

                          About Haggen

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015.  The petitions were signed by Blake
Barnett, the chief financial officer.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

The Debtors have estimated assets of $50 million to $100 million
and estimated liabilities of $10 million to $50 million.



HALIFAX REGIONAL: Moody's Affirms Ba3 Rating on $12MM Debt
----------------------------------------------------------
Moody's Investors Service affirms the Ba3 assigned to Halifax
Regional Medical Center's (NC) (Halifax) bonds. The rating outlook
has been revised to positive from stable. The rating action applies
to approximately $12 million of rated debt issued through the North
Carolina Medical Care Commission.

SUMMARY RATING RATIONALE

Affirmation of the Ba3 rating is attributable to Halifax's small
size, history of variable and often below average financial
performance, and location in a challenging market with a weak payor
mix.

OUTLOOK

Revision in the outlook to positive reflects our view that stronger
operating performance will be maintained, allowing Halifax to
continue improving balance sheet metrics while generating good debt
service coverage.

WHAT COULD MAKE THE RATING GO UP

-- Maintenance of current levels of operating performance

-- Continued growth in unrestricted liquidity with no additional
    debt

WHAT COULD MAKE THE RATING GO DOWN

-- Return to operating losses

-- Material decline in patient volumes or physician departures

OBLIGOR PROFILE

Halifax is a small community hospital community hospital in Roanoke
Rapids, NC. It operates 138 beds and has a revenue base of
approximately $90 million.

LEGAL SECURITY

Bonds secured by a gross revenue pledge and negative mortgage
lien.

USE OF PROCEEDS

Not applicable

PRINCIPAL METHODOLOGY

The methodology used in this rating was Not-for-Profit Healthcare
Rating Methodology published in March 2012.



HAVERHILL CHEMICALS: Names Balmoral Advisors as Investment Banker
-----------------------------------------------------------------
Haverhill Chemicals LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas for authority to employ Balmoral
Advisors LLC as its investment banker.

The firm will:

   a) familiarize itself with the Debtor's financial condition and
business;

   b) assist the Debtor in developing an overall strategy and
timeline for a transaction;

   c) assist the Debtor in identifying, qualifying and managing
potential buyers;

   d) assist the Debtor the preparation of written marketing
materials describing the Debtor, it being expressly understood that
the Debtor will remained solely responsible for the documents and
all of the information contained therein, and will retain all
rights between;

   e) assist the Debtor in soliciting, coordinating and evaluating
indications of interest and proposals regarding a transactions;

   f) assist the Debtor in negotiating financial aspects of any
transaction; and

   g) provide other consulting services as may be agreed upon by
the firm and the Debtor.

The Debtor tells the Court that the firm will be paid in this
manner:

   -- Engagement fee: A non-refundable cash fee of $25,000 payable
upon the signing of the agreement;

   -- Transaction fee: A transaction fee equal to (i) 1.5% of the
transaction value plus (ii) 3% of transaction value in excess of
$20 million.  The minimum transaction fee payable upon the closing
of a transaction is $150,000;

   -- Expenses: In addition to any fees that may be paid to the
firm under the agreement, the Debtor will reimburse the firm
monthly for its out-of-pocket expenses within 15 ays of receipt of
the invoices.

Christopher D. Cerimele, manager and managing director of the firm,
assures the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Christopher D. Cerimele
   Balmoral Advisors LLC
   10 S. Riverside Plaza, Suite 875
   Chicago, Illinois
   Tel: +1-312-474-6008
   Email: ccerimele@balmoraladvisors.com

                     About Haverhill Chemicals

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

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


HAVERHILL CHEMICALS: Selects Diamond McCarthy as Bankruptcy Counsel
-------------------------------------------------------------------
Haverhill Chemicals LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Diamond
McCarthy LLP as its general bankruptcy counsel.

The firm is expected to:

   a) advise the Debtor with respect to its powers and duties as a
debtor-in-possesion in the continued management and operation of
its business properties;

   b) advise and consult on the conduct of this Chapter 11 case,
including all of the legal and administrative requirements of
operating in Chapter 11;

   c) attend meetings and negotiate with representatives of
creditors and other parties in interest;

   d) take all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any actions commenced against the Debtor and
representing the Debtor in negotiations concerning litigation in
which the Debtor is involved, including prosecuting objections to
claims filed against the Debtor's estate;

   e) prepare pleadings in connection with this Chapter 11 case,
including motions, applications, answers, draft orders, reports,
and other documents necessary or otherwise beneficial to the
administration of the Debtor's estate;

   f) represent the Debtor in connection with obtaining authority
to use cash collateral;

   g) take any necessary actions on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan of reorganization and all
documents related thereof; and

  h) perform all other necessary legal services for the Debtor in
connection with the prosecution of this Chapter 11 case,
including:

     -- analyzing the Debtor's leases and contracts and the
assumption and assignment or rejection thereof;

     -- analyzing the validity of liens asserted against the Debtor
and its assets; and

     -- advising the Debtor on other bankruptcy litigation
matters.

The firm's professionals and their hourly rates:

    Professional                Hourly Rate
    ------------                -----------
    Allan B. Diamond, Esq.      $725
    Kyung S. Lee, Esq.          $650
    Jason M. Rudd, Esq.         $465
    Charles M. Rubio, Esq.      $365
    Alex Perez, Esq.            $265

    Designation                 Hourly Rate
    -----------                 -----------
    Partners & Counsel          $365-$725
    Associates                  $320-$265
    Paralegals & Support Staff  $140-$210

Kyung S. Lee, attorney at the firm, assures the Court that the firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

    Allan B. Diamond, Esq.
    Kyung S. Lee, Esq.
    Jason M. Rudd, Esq.
    Charles M. Rubio, Esq.
    Alex Perez, Esq.   
    Diamond McCarthy LLP
    Two Houston Center
    909 Fannin Street, 15th Floor
    Houston, Texas 77010
    Tel: (713) 333-5100
    Fax: (713) 333-5199
    Email: klee@diamondmccarthy.com
           jrudd@diamondmccarthy.com
           crubio@diamonedmccarth.com
           adiamond@diamondmccarthy.com

                     About Haverhill Chemicals

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

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


HAVERHILL CHEMICALS: Wants to Hire GAMDE as Transactional Counsel
-----------------------------------------------------------------
Haverhill Chemicals LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas for authority to employ Gordon, Arata,
McCollam, Duplantis & Eagan LLC as its primary corporate and
transactional counsel.

The firm will:

   a) negotiate with prospective purchasers of the Haverhill Plant
all the necessary agreements, starting from letters of intent to
the final asset purchase agreement;

   b) advise the Debtor with respect to the corporate formalities
and requirements in order to undertake any transaction for sale of
assets during the bankruptcy case;

   c) coordinate, as requested, with environmental, tax, Ohio,
bankruptcy and regulatory counsel any requirements that must be
satisfied in order to implement sale of the Haverhill Plant;

   d) provide advice on corporate governance issues to management
of Haverhill during the Chapter 11 case; and

   e) evaluate documentation supplied in connection with other
offers and negotiate documentation in connection with an auction of
the Haverhill Plant.

The primary attorneys within the firm who will represent the Debtor
and their respective hourly rates:

   Attorneys                        Hourly Rates
   ---------                        ------------
   Cathy E. Chessin, Esq.               $425
   Marion Welborn Weinstock, Esq.       $425
   Teanna West Neskora, Esq.            $425
   C. Peck Hayne, Jr., Esq.             $425
   Margaret M. Welsh, Esq.              $250

The Debtor notes the firm was paid $50,000 as a retainer, which was
subsequently increased slightly to result in a total retainer of
$57,518.  The firm continues to hold that amount as a retainer, the
Debtor adds.

Cathy E. Chessin, Esq, attorney at the firm, assures the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

The firm can be reached at:

   Cathy E. Chessin, Esq.
   Marion Welborn Weinstock, Esq.
   Teanna West Neskora, Esq.
   C. Peck Hayne, Jr., Esq.
   Margaret M. Welsh, Esq.
   Gordon, Arata, McCollan, Duplantis & Eagan LLC
   1980 Post Oak Blvd., Suite 1800
   Houston, TX 77056
   Tel: 713.333.5561
   Fax: 713.333.5501
   Email: cchessin@gordonarata.com
          mweinstock@gordonarata.com
          phayne@gordonarata.com
          tneskora@gordonarata.com
          mwelsh@gordonarata.com

                     About Haverhill Chemicals

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

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


HEC FEEDYARD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: HEC Feedyard, LLC
        P.O. Box 307
        Friona, Tx 79035

Case No.: 15-20252

Chapter 11 Petition Date: October 5, 2015

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

Judge: Hon. Robert L. Jones

Debtor's Counsel: David R. Langston, Esq.
                  MULLIN, HOARD & BROWN, L.L.P.
                  P.O. Box 2585
                  Lubbock, TX 79408-2585
                  Tel: 806-765-7491
                  Email: drl@mhba.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wade Carrigan, member and chief
reorganization manager.

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


HOVENSA LLC: US Trustee Forms 5-Member Creditor's Committee
-----------------------------------------------------------
The U.S. Trustee for the District Court of the Virgin Island
appointed five creditors to serve on the committee of creditors
holding unsecured claims for the Chapter 11 case of Hovensa LLC.

The Committee members are:

   a) Pension Benefit Guaranty Corporation
      1200 K Street, NW
      Washington, DC 20005
      Email: serspinski.sven@pbc.gov
             gran.christopher@pbgc.gov

   b) National Resource Corporation
      3500 Sunrise Highway, Suite 200
      Building 200
      Great River, NY 11730
      Email: mboivin@nrcc.com

   c) Atlantic Trading & Marketing, Inc.
      San Felipe Plaza – Suite 2100
      5847 San Felipe
      Houston, TX 77057
      Email: john.keough@clydeco.us

   d) Turner St. Croix Maintenance, Inc.
      P.O. Box 2750
      8687 United Plaza Boulevard
      Baton Rouge, Louisiana 70821
      Email: jfenner@turner-industries.com
             kpatrick@dps-law.com

   e) National Industrial Workers of the
      Seafarers International Union, AFL-CIO
      P.O. Box 7630
      Christiansted, VI 00823
      Email: jmerchant@seafarers.org

                           About Hovensa

Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil.  Hovensa serves customers
throughout North America.

Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015.  The petition was signed
by Sloan Schoyer as authorized signatory.  The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.

The Law Offices of Richard H. Dollison, P.C., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  

Judge Mary F. Walrath is assigned to the case.


HUNTINGTON BANCSHARES: Fitch Affirms 'B+' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Huntington Bancshares, Inc.'s (HBAN)
ratings at 'A-/F1'. The Rating Outlook remains Stable.

The rating action follows a periodic review of the large regional
banking group, which includes BB&T Corporation (BBT), Capital One
Finance Corporation (COF), Comerica Incorporated (CMA), Fifth Third
Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY),
M&T Bank Corporation (MTB), PNC Financial Services Group (PNC),
Regions Financial Corporation (RF), SunTrust Banks Inc. (STI), US
Bancorp (USB), UnionBanCal Corporation (UBC), Wells Fargo & Company
(WFC), and Zions Bancorporation (ZION).

Company-specific rating rationales for the other banks are
published separately, and for further discussion of the large
regional bank sector in general, refer to the special report titled
'Large Regional Bank Periodic Review,' to be published shortly.

KEY RATING DRIVERS
IDRS, VRs AND SENIOR DEBT

Fitch's affirmation and Outlook of HBAN's Issuer Default Rating
(IDR) is supported by the company's solid financial profile,
including good earnings trajectory, improved funding profile and
stable asset quality performance, which is in-line with 'A-' rated
large regional peers.

Fitch also believes many of these trends are sustainable,
particularly given the company's good loan growth, its recent
acquisition of Macquarie Equipment Finance which brings
higher-yielding loans onto the balance sheet and stable credit
performance.

Despite a challenging operating environment, HBAN earnings have
been solid with return on assets (ROA) of 1.16% for the second
quarter of 2015 (2Q15) compared to the 0.96% peer group average.
Further, on average, net interest margin (NIM) compression has been
more manageable versus peers.

Over the last two years, HBAN has been focused on growing its
retail deposit base with much success reflected by the increase in
non-interest bearing deposits which accounts for 28%. Nonetheless,
similarly to peers, Fitch expects HBAN to experience a manageable
level of deposit run-offs.

HBAN has continued to experience loan growth that is above the peer
average, although much less than the previous year. Of note, much
of the growth has come from auto lending and acquisitions that
increased C&I loans. To-date, credit performance has remained
stable. Nonetheless, Fitch remains cautious regarding C&I lending
across the industry which remains very competitive.

Additionally, HBAN has a sizeable indirect auto business, which is
also an area that has become more competitive. However, HBAN has a
long, established history of indirect auto lending with strong
asset quality measures through various credit downturns. The
company has continued to originate the same borrower base with
minimal changes to its underwriting practices.

Nonetheless, Fitch believes there could be a potential disruption
to the current business model given the CFPB's focus on the
indirect auto space and practices relating to mark up pricing for
dealer relationships.

Although HBAN's capital position has been trending down given
acquisitions, loan growth and its modest dividend payout ratio,
Fitch considers capital levels to be adequate given HBAN's
improvements its risk profile. Further, under the 2015 DFAST
severely adverse stress scenarios, HBAN's capital position declined
much less than almost all of its peers. Further, in terms of loan
losses, HBAN had the lowest level of estimated loan losses under
the severely adverse scenario.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

HBAN's subordinated debt is notched one below its VR of 'A-'. The
company's trust preferred securities are notched four below the VR
reflecting two notches down for loss severity and two notches down
for non-performance. HBAN's preferred securities are rated five
notches below its VR. Preferred stock is notched two times from the
VR for loss severity, and three times for non-performance.

Subordinated debt and other hybrid securities ratings are in
accordance with Fitch's criteria and assessment of the instruments'
non-performance and loss severity risk profiles. Thus, these
ratings have been affirmed due to the affirmation of the VR.

HOLDING COMPANY

HBAN's IDR and VR are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. Ratings are also equalized
reflecting the very close correlation between holding company and
subsidiary default probabilities.

SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of HBAN's bank subsidiaries benefit from the
cross-guarantee mechanism in the U.S. under FIRREA, and therefore
the IDRs and VRs of Huntington National Bank are equalized across
the group.

LONG- AND SHORT-TERM DEPOSIT RATINGS

HBAN's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.

RATING SENSITIVITIES

IDR, VR, AND SENIOR DEBT
Fitch believes HBAN's ratings do not have ratings upside given that
performance is in-line with similarly rated peers, coupled with its
loan growth and capital position.

Although not expected, should HBAN's performance fall below current
levels such as ROA and NIM for an extended period or credit
measures deviate from its normalized ranges of 35 basis points
(bps) to 55bps, ratings would come under pressure.

Additionally, aggressive capital management would also be viewed
negatively. As of June 30, 2015, HBAN's TCE and CET1 ratio stood at
7.91% and 9.65%, respectively. Should these measures continue to
substantially decline coupled with an increase to the company's
risk profile, ratings could be pressured.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings of subordinated debt and other hybrid capital issued by
HBAN and its subsidiaries are primarily sensitive to any change in
HBAN's VR.

HOLDING COMPANY

Should HBAN's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies. This is viewed as
unlikely though for HBAN given the strength of the holding company
liquidity profile.

SUBSIDIARY AND AFFILIATED COMPANY

As the IDRs and VRs of the subsidiaries are equalized with those of
HBAN to reflect support from their ultimate parent, they are
sensitive to changes in the parent's propensity to provide support,
which Fitch currently does not expect, or from changes in HBAN's
IDRs.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The ratings of long- and short-term deposits issued by HBAN and its
subsidiaries are primarily sensitive to any change in HBAN's long-
and short-term IDRs.

Fitch has affirmed the following ratings:

Huntington Bancshares, Incorporated

-- Long-term IDR at 'A-'; Outlook Stable;
-- Short-term IDR at 'F1';
-- Viability rating at 'a-';
-- Senior Unsecured at 'A-';
-- Subordinated debt at 'BBB+';
-- Preferred stock at 'BB'.
-- Support at '5';
-- Support Floor at 'NF'.

Huntington National Bank

-- Long-term deposits at 'A';
-- Long-term IDR at 'A-'; Outlook Stable;
-- Viability rating at 'a-';
-- Senior unsecured at 'A-';
-- Subordinated debt at 'BBB+';
-- Short-term IDR at 'F1';
-- Short-term deposits at 'F1';
-- Support at5';
-- Support Floor at 'NF'.

Huntington Capital I, II
-- Preferred stock at 'BB+'.

Sky Financial Capital Trust I-IV
-- Preferred stock at 'BB+'.



JAMES RIVER: Court Extends Plan Filing Deadline to Oct. 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
extended the exclusive periods of James River Coal Company and its
affiliated debtors to file a Chapter 11 plan to Oct. 7, 2015, and
the period to solicit acceptances thereof to Dec. 7, 2015.

As reported by The Troubled Company Reporter on Sept. 8, 2015,
Henry P. (Toby) Long, III, Esq., at Hunton & Williams LLP, in
Richmond, Virginia, tells the Court that the Debtors seek these
extensions to avoid the necessity of having to formulate a plan
prematurely, and, furthermore, to ensure that their plan best
addresses the interests of the Debtors and their creditors and
estates.

                      About James River Coal

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for
$52 million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.


JOE'S FRIENDLY: Court Refuses to Revoke Sale of Catering Hall
-------------------------------------------------------------
Judge Arthur D. Spatt of the United States District Court for the
Eastern District of New York denied Yama Raj's appeal from an order
of the United States Bankruptcy Court for the Eastern District of
New York.

Raj was the highest bidder in the public sale of a catering hall
owned and operated by Joe's Friendly Service & Son, Inc., and the
real property upon which it sits.  Raj deposited a total amount of
$651,000.  The bankruptcy court issued an order confirming the sale
in accordance with the Terms of Sale on October 16, 2014.  In late
November 2014, Raj discovered that the Premises were not
"waterfront" as advertised by the sales broker and auctioneer,
David R. Maltz & Co., Inc.  Separately, on November 20, 2014, the
Town of Huntington Department of Public Safety declared the
Premises "unsafe and unfit for human habitation pursuant to the
Code of the Town of Huntington."

Raj notified R. Kenneth Barnard, the Chapter 11 Operating Trustee,
that he would not close on the Premises and demanded a refund of
his deposit.  The closing was rescheduled to December 16, 2014.
The closing did not take place as scheduled.

On December 12, 2014, Raj filed a motion seeking to: (i) vacate the
October 16, 2014 confirmation order; (ii) rescind the contract of
sale as incorporated in the Terms of Sale due to "mutual mistake";
and (iii) refund his deposit due to Barnard's inability to convey
the Premises in accordance with the Terms of Sale.  The bankruptcy
court denied Raj's motion to vacate in its entirety and authorized
the Trustee to retain Raj's deposit.

On January 22, 2015, Raj appealed the bankruptcy court's order,
asserting the following grounds for reversal: (i) the
characterization of the Premises as "waterfront" constitutes a
material misrepresentation by Barnard which operates to invalidate
the sale; and (ii) the condemnation of the Premises following the
sale should, as a matter of equity, invalidate the sale under the
"catch-all" provision of Fed. R. Civ. P. 60(b)(6).

Judge Spatt found Raj's contentions to be without merit.  The judge
found that Raj knowingly received, reviewed, and signed the
court-approved Terms of Sale, and agreed that he had the
opportunity to review and inspect the Premises, that he had
performed due diligence, and that he was relying solely on his own
independent investigations and inspections of the property.  Since
the Terms of Sale identified the Premises by section, block, and
lot, as those parcels appear on the Suffolk County Land and Tax
Map, Judge Spatt held that Raj's failure to confirm that the
Premises were, in fact, "waterfront" cannot be reasonably construed
as a "mistake" or another person's unfair misrepresentation.

Judge Spatt also found that Raj has failed to demonstrate the kind
of extraordinary circumstances that typically warrant invoking Rule
60(b)(6), which is reserved to correct only those judgments that
may work an extreme and undue hardship.

The case is In re JOE'S FRIENDLY SERVICE & SON, INC. d/b/a THATCHED
COTTAGE AT THE BAY, Chapter 11, Debtor, CASE NOS. 14-70001(REG),
14-70002(REG)(Bankr. E.D.N.Y.).

The adversary proceeding is In re: THATCHED COTTAGE, LP, Chapter
11, Debtor, YAMA RAJ, Appellant, v. R. KENNETH BARNARD, ESQ.,
Chapter 11 Operating Trustee, and BETHPAGE FEDERAL CREDIT UNION,
Apellees, NO. 15-CV-00376 (ADS) (E.D.N.Y.).

A full-text copy of Judge Spatt's August 21, 2015 memorandum of
decision and order is available at http://is.gd/KZK01Z from
Leagle.com.

Appellant is represented by:

          Gary S. Fischoff, Esq.
          Laurie Sayevich Horz, Esq.
          BERGER, FISCHOFF & SCHUMER, LLP
          40 Crossways Park Dr. Suite 104
          Woodbury, NY 11797
          Tel: 800-806-1136

R. Kenneth Barnard as Chapter 11 Trustee of the Estates of Joe's
Friendly Service & Son d/b/a Thatched Cottage at the Bay and
Thatched Cottage LP is represented by:

          Gary F. Herbst, Esq.
          LAMONICA HERBST & MANISCALCO, LLP
          3305 Jerusalem Avenue
          Wantagh, NY 11793
          Tel: (516) 826-6500
          Fax: (516) 826-0222
          Email: gfh@lhmlawfirm.com

Bethpage Federal Credit Union is represented by:

          Richard J. McCord, Esq.
          Carol A. Glick, Esq.
          CERTILMAN BALIN ADLER & HYMAN, LLP
          90 Merrick Avenue
          East Meadow, NY 1154
          Tel: (516) 296-7000
          Fax: (516) 296-7111
          Email: rmccord@certilmanbalin.com
                 cglick@certilmanbalin.com


KACHINA VILLAGE: Court Rules Property as "SARE"
-----------------------------------------------
Judge David T. Thuma of the United States Bankruptcy Court for the
District of New Mexico, at the behest of secured creditor Los
Alamos National Bank, ruled that Kachina Village, LLC's property
falls under the designation of Single Asset Real Estate.

The Court also concluded that the required monthly interest-only
payment to Los Alamos National Bank would be at the contract rate
of 5.5%.

LANB filed the motion to designate its collateral as "single asset
real estate," while the Debtor filed a motion to set the monthly
interest-only payment required if the subject property is SARE.  

The crux of the dispute is whether the property comes within an
exception to the SARE designation for certain residential property.


The Debtor is a New Mexico limited liability company.  On January
26, 2015, the Debtor filed a voluntary petition under Chapter 11 of
the Bankruptcy Code.  The Debtor owns a 1.259 acre parcel of land
in the Village of Taos Ski Valley, New Mexico.

The Property, located near a ski lift in the Village, is
undeveloped.  The Debtor represents that the Property is zoned for
mixed use and cannot be subdivided.  The Debtor also represented
that the restrictive covenants binding the Property require
mixed-use development or multiple residences.

The Debtor argued that the Property comes within the Residential
Exception because it is unimproved, and therefore has fewer than
four residential units.  The Court disagreed.

The case is captioned In re: KACHINA VILLAGE, LLC, Debtor, Case No.
15-10140-T11 (Bankr. D.N.M.).

A full-text of Judge Thuma's memorandum opinion dated September 15,
2015, is available at http://is.gd/RhxkUIfrom Leagle.com.

The Debtor is represented by:

         Don F. Harris, Esq.
         3418 3rd Avenue, Second Floor
         P.O. Box 5064
         Sacramento, CA 95817
         Phone: (916) 469-3800
         Fax: (916) 436-9244
         Email: dharris@dfhesq.com  

The U.S. Trustee is represented by:

         Leonard K. Martinez-Metzgar, Esq.
         Justice Department, US Trustee's Office
         Suite 112
         PO Box 608421
         Gold Ave NW
         Albuquerque, NM 87103-0608
         Phone: (505) 766-3103


LIFE PARTNERS: Ad Hoc Committee Wants Claims Filing Date Extended
-----------------------------------------------------------------
The Ad Hoc Committee of Direct Fractional Interest Owners of Life
Settlement Policies in the Chapter 11 cases of Life Partners
Holdings, Inc., et al., asks the U.S. Bankruptcy Court for the
Northern District of Texas to extend the time to file certain
proofs of claim.

The Ad Hoc Committee seeks an extension for certain of its members
to file claims and have those claims deemed timely filed as
informal proofs of claim.

On July 2, 2015, the Court entered the final order (a) establishing
consolidated bar date for filing of proofs of claim and interests
and (b) approving (i) procedures for notifying creditors; and (ii)
the form and manner of notice of the bar date. The bar date order
established the proof of claim bar date as Sept. 1, 2015.

The Ad Hoc Committee explains that it is unsure when the bar date
order was actually served, but it only allowed the investors 35
days to file proofs of claim, which is less than the 90 day time
period required under Bankruptcy Rule 3002(c) for cases under
chapters 7 and chapters 13.  Further, upon communications from
members of the Ad Hoc Committee, the bar date order required
information of the investors that many of them did not have access
to for one reason or another.

The Ad Hoc Committee is represented by:

         Stephen A. Kennedy, Esq.
         David D. Ritter, of counsel
         KENNEDY LAW, P.C.
         1445 Ross Ave. Suite
         Dallas, TX 75202
         Tel: (214) 716-4343
         Fax: (214) 593-2821
         E-mails: skennedy@saklaw.net
                  dritter@ritter-legal.com

                     About Life Partners

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

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

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

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

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

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

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

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

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


LIFE PARTNERS: Bid for Hudson and Calleja as Litigation Atty Denied
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas denied
Life Partners Holdings, Inc.'s motion to employ Hudson and Calleja,
LLC as special litigation counsel, after finding that insufficient
action has been taken to obtain the relief sought.

More than 45 days had passed since the filing of the motion and a
proposed order was not been submitted.

As reported by the Troubled Company Reporter on April 8, 2015, the
Official Committee of Unsecured Creditors objected to the Debtor's
application to employ Hudson & Calleja, LLC as special litigation
counsel.

To the extent that Hudson is proposed to continue to represent
other defendants, the Committee objects based on the existence of
potential conflicts relating to specific engagement.

The Committee recognizes that, as proposed special counsel, Hudson
is required to hold and represent no interest adverse to the Debtor
only with respect to the matters for which it is proposed to be
retained.

The application notes that, prior to the Petition Date, Hudson
represented the Debtor and other Defendants in the Woelfel Case --
Woelfel, et al. v. Life Partners, Inc., et al.

The application notes that LPI paid all fees owed by the defendants
to Hudson.  The application further states that, as of the Petition
Date, approximately $10,109 in fees were owing to Hudson stemming
from Hudson's representation of the defendants in the Woelfel Case.
Hudson does not disclose whether it has received payments related
to representation of the Debtor in the 90 days preceding the
Petition Date.

Having represented the other defendants as to the instant subject
matter, Hudson cannot assert any claims against them on behalf of
the Debtor relating to same.

                         The Application

As reported by the TCR on March 18, 2015, the Debtor is seeking
authorization to employ Hudson & Calleja, LLC as special litigation
counsel, nunc pro tunc to the Jan. 20, 2015 petition date.

Hudson & Calleja will continue to advise and represent the Debtor
with respect to the Woelfel Lawsuit.  To the extent necessary,
Hudson & Calleja will assist the Debtor with the prosecution of its
plan of reorganization as it relates to the Woelfel Lawsuit.

Hudson & Calleja will charge for time at its normal and customary
rates for attorneys and legal assistants and will request
reimbursement for its out-of-pocket expenses.  Hudson & Calleja
acknowledges that it will be compensated in accordance with the
procedures set forth in the applicable provisions of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, the Court's local
rules, including L.R. 2016, and such procedures as may be fixed by
order of this Court.

As of the Petition Date, Hudson & Calleja had outstanding fees due
and owing in connection with its representation of the Debtor in
the amount of $10,110.  Hudson & Calleja has not received a
retainer or trust deposit in connection with its engagement
agreement with the Debtor.  All payments that Hudson & Calleja has
received in this engagement have been made by the Debtor's
subsidiary Life Partners, Inc.

Robert W. Hudson, shareholder and co-founder of Hudson & Calleja,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

                     About Life Partners

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

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

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

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

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

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

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

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

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


LIFE PARTNERS: Bid for Meadows Collier as Tax Counsel Denied
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas denied
Life Partners Holdings, Inc.'s motion to employ Meadows, Collier,
Reed, Cousins, Crouch and Ungerman LLP as special tax counsel,
after finding that insufficient action has been taken to obtain the
relief sought.  More than 45 days had passed since the filing of
the motion and a proposed order was not been submitted

As reported by the Troubled Company Reporter on April 8, 2015, the
Official Committee of Unsecured Creditors objected to the Debtor's
application to employ Meadows, Collier as special tax counsel.

The Committee asked the Court to deny the application, or
alternatively defer the application until the Chapter 11 trustee
can determine how he wishes to resolve the application, subject to
further required disclosures.

                          The Application

As reported by the TCR on March 18, 2015, the Debtor asked for
permission to employ Meadows Collier.

Meadows Collier will continue to advise and represent the Debtor
with respect to the Internal Revenue Service administrative
proceeding.  To the extent necessary, Meadows Collier will assist
the Debtor with the prosecution of its plan of reorganization as it
relates to the Internal Revenue Service administrative proceeding.

Meadows Collier will charge for time at its normal and customary
rates for attorneys and legal assistants and will request
reimbursement for its out-of-pocket expenses.  Meadows Collier
acknowledges that it will be compensated in accordance with the
procedures set forth in the applicable provisions of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, the Court's local
rules, including L.R. 2016, and such procedures as may be fixed by
further Court order.

As of the Petition Date, Meadows Collier had outstanding fees due
and owing in connection with its representation of the Debtor in
the amount of $35,579.50.  Meadows Collier has not received a
retainer or trust deposit in connection with its engagement
agreement with the Debtor.

Anthony Daddino of Meadows Collier, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                     About Life Partners

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

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

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

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

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

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

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

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

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


LIFE PARTNERS: C. Alfred Mackenzie Hiring OK'd
----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Life Partners Holdings, Inc., et al.'s amended motion to
employ C. Alfred Mackenzie, as special litigation counsel, from the
Petition Date to March 9, 2015.

Mr. Mackenzie told the Court that no other response or objection
has been served with respect to the application or amended
application, and the Court's docket reflects that no other response
or objection was filed with the Court.

On Aug. 11, the Debtors amended their application to amend the time
period for which he should be appointed as special litigation
counsel to be from Petition Date until March 9, 2015, which was
when the Court issued its ruling appointing a Chapter 11 trustee
over the Debtor.

As reported by the Troubled Company Reporter on April 8, 2015, the
Official Committee of Unsecured Creditors in the Chapter 11 case of
the Debtor, objected to the Debtor's application to employ C.
Alfred MacKenzie, Attorney at Law, as special litigation counsel.

According to the Committee, the application noted that prior to the
Petition Date, Mackenzie represented the Debtor well as its wholly
owned subsidiary, Life Partners, Inc.

The application noted that, LPI, Brian Pardo, Scott Peden or Pardo
Family Holdings in connection with several lawsuits.  By the
application, the Debtor sought the Court's authorization for
Mackenzie to continue to represent the non-debtors as well.

Mackenzie disclosed that it has been paid $28,990 in the 90 days
preceding the Petition Date, although by LPI rather than the
Debtor, and received a retainer from LPI within the same period
totaling $20,000 related to cases where the Debtor is not a
defendant.

In this relation, the Committee objected to the application based
on the fact that the trustee has only just been appointed,
therefore, the decision of whether to hire Mackenzie to represent
the Debtor in the Underlying Litigation is the trustee's to make.

                         The Application

As reported by the Troubled Company Reporter on March 18, 2015,
the Debtor has tapped Mackenzie to advise and represent the Debtor
with respect to the Morrow Lawsuit, the Woelfel Lawsuit, the JMD
Lawsuit, the Texas Supreme Court Appeal, and the US Fifth Circuit
Appeal.  To the extent necessary, Mackenzie will assist the Debtor
with the prosecution of its plan of reorganization as it relates to
the Morrow Lawsuit, the Woelfel Lawsuit, the JMD Lawsuit, the Texas
Supreme Court Appeal, and the US Fifth Circuit Appeal.

Subject to the Court's approval, Mackenzie will charge the Debtor
for legal services on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date the
applicable services are rendered.  Mackenzie's current hourly rate
is $225 per hour.

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

C. Alfred Mackenzie assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.

                     About Life Partners

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

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

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

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


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

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

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

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

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


LIFE PARTNERS: Phillips Murrah Approved as Conflicts Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved an agreed order allowing H. Thomas Moran II, the duly
appointed and acting trustee for Life Partners Holdings, Inc., et
al., to employ Phillips Murrah P.C., as special counsel, nunc pro
tunc to March 19, 2015.

The agreement was entered between the trustee, the Office of the
United States Trustee, and objecting parties.

The Court further found that the firm has agreed to limit the scope
of its employment and to waive $15,000 in fees, and the limitation
of scope and waiver of $15,000 in fees resolves all objections the
signatories had to employment of the firm on a nunc pro tunc basis,
and any unresolved objection should be overruled.

Phillips Murrah is expected to, among other things:

   a. act as conflicts counsel, is a conflict situation arise with
the trustee's, LPI's and LPIFS's general bankruptcy counsel,
Thompson & Knight LLP;

   b. administer claims, including review of the nature, priority,
validity and enforceability of claims against the estates and
pursuing claim objections, when warranted, provided, however that
such services are not in duplication of services provided or to be
provided by Thompson & Knight LLP;

   c. provide the trustee, LPI and LPIFS with such other legal
services for and on behalf of the Trustee, LPI and LPIFS, that may
be necessary or appropriate in the administration of this Chapter
11 case or in the management of property of the bankruptcy estate,
including advice concerning life settlements and viatical polices;
provided, however, Thompson & Knight LLP will continue to serve as
general bankruptcy counsel and the scope of the firm's services
will be limited so as to avoid any unnecessary duplication between
Thompson & Knight, LLP, and the firm and the services rendered
under the paragraph after the date the order is entered will not
exceed 20 hours in any calendar month without further Court
authorization.

The trustee filed a reply in support of the application and in
response to the objection filed by certain IRA Investors, the
Committee, and The Ad Hoc Committee of Direct Fractional Interest
Owners of Life Settlement Policies, stated that:

   A. PM has reached an agreement resolving the objections of the
Committee, certain IRA Investors, and the U.S. Trustee, and
partially resolving the objection of the Ad Hoc Committee of Direct
Fractional Interest Owners of Life Settlement Policies;

   B. PM has satisfied the requirements for employment under
Bankruptcy Code Section 327;

   C. PM's role is not duplicative of other retained
professionals.

   D. retention of PM nunc pro tunc to March 19, 2015 is
appropriate under the circumstances.

As reported by the Troubled Company Reporter on July 17, 2015, the
firm will, among other things:

   a. advise the trustee with respect to life settlements and
viatical policies and insurance-related issues, including policy
sales, and taking such actions with respect to insurance-related
matters as the Trustee deems appropriate;

   b. administer claims, including review of the nature, priority,
validity and enforceability of claims against the estate and
pursuing claim objections, when warranted; and

   c. advise the trustee concerning litigation and actions he might
take to collect and to recover property for the benefit of the
bankruptcy estate, including the assessment and prosecution of
avoidance and other causes of action the estate may hold.

The hourly rates charged by PM are:

         Professional                            Fee Range
         ------------                            ---------
         Directors                              $230 - $425
         Associates                             $175 - $240
         Paralegals                                $100

PM has agreed it will seek reimbursement of expenses advanced
during the course of its representation of the trustee and the
Subsidiary Debtors in accordance with its customary and usual
practices.  PM will maintain detailed records of any actual and
necessary or appropriate costs and expenses incurred in connection
with the legal services it provides to the trustee.

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

The trustee is represented by:

         Timothy D. Kline, Esq.
         Melvin R. McVay, Jr., Esq.
         Stephen W. Elliott, Esq.
         Clayton D. Ketter, Esq.
         PHILLIPS MURRAH P.C.
         Corporate Tower, Thirteenth Floor
         101 N. Robinson
         Oklahoma City, OK 73102
         Tel: (405) 235-4100
         Fax: (405) 235-4133
         E-mails: tdkline@phillipsmurrah.com
                  mrmcvay@phillipsmurrah.com
                  swelliott@phillipsmurrah.com
                  cdketter@phillipsmurrah.com

                     About Life Partners

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

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

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

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

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

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

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

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

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


LONESTAR GEOPHYSICAL: Blames Rival for Reduced Sales After Ch. 11
-----------------------------------------------------------------
LoneStar Geophysical Surveys, LLC, said that after seeking Chapter
11 protection, it lost customers after a competitor wrongfully told
customers that LoneStar was going out of business.

LoneStar made the disclosure in the so-called disclosure statement
explaining its proposed reorganization plan.  LoneSar did not
identify the competitor.

LoneStar explained that when it filed bankruptcy on May 18, 2015,
it had submitted bids to a number of companies, including several
companies for which it had done significant work in the past and
which required seismic testing of land that was not cropland and
that was reasonably dry.

LoneStar planned to do that work during the summer months and
projected anticipated revenues based on the assumption that it
would be doing that work at that time.  LoneStar has been advised
by consultants employed by several of those customers that after
LoneStar filed bankruptcy, a competitor contacted LoneStar's
customers, wrongfully told them (or caused them to believe) that
Lonestar was going out of business and that the customers would
lose any money that they paid to LoneStar.  As a consequence,
Lonestar was informed by several of those customers that they would
not award the contracts to LoneStar because LoneStar was in
bankruptcy.  Given the typical conditions that exist on most
properties upon which LoneStar conducts operations, LoneStar was
challenged to find sufficient other work that could be performed
during the summer months and, to some extent, was able to do so.

Nevertheless, LoneStar experienced reduced revenues against
projections as follows:

     Month    Projected Revenues    Actual Revenues
     -----    ------------------    ---------------
     June           $300,000            $196,692
     July           $750,000            $141,835
     August       $1,200,000            $328,418

                     Expenses Reduced

Since the commencement of the case, management of LoneStar has
taken several steps to reduce expenses and assure continuing
revenue growth going forward.  Effective Aug. 31, LoneStar closed
its Houston office and eliminated the marketing function that had
been operating out of that office.  Instead, effective July 1,
2015, LoneStar hired Debbie McCown as its marketing director
operating out of Oklahoma City.  LoneStar has been able to cut
other costs resulting in cost reductions against budget during the
first four months of operations in bankruptcy (May2 through August)
as follows:

     Month    Projected Expenses    Actual Expenses
     -----    ------------------    ---------------
     May                              $1,004,182
     June           $460,635            $422,498
     July           $757,473            $634,765
     August         $775,473            $475,063

After hiring Debbie McCown to lead LoneStar's marketing effort,
LoneStar has been able to gain access to several large customers
whose work LoneStar has been unable to compete for in the past,
resulting in at least one signed Master Services Agreement and
several others that are making their way through the process of
being signed. As of the date hereof, LoneStar has signed contracts
for work to be performed through Dec. 31, 2015 of approximately
$4,000,000.

                    About LoneStar Geophysical

LoneStar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) on May
18, 2015.

Judge Hon. Sarah A. Hall presides over the case.  The Debtor tapped
Ross A. Plourde, Esq., at McAfee & Taft, as counsel.

The Debtor disclosed total assets of $21,643,793 and total
liabilities of $12,311,768 in its amended schedules.

LoneStar sought and obtained an order authorizing LoneStar to use
cash collateral claimed by Frontier Statement Bank through December
2015.


LONESTAR GEOPHYSICAL: Files "Full Payment" Reorganization Plan
--------------------------------------------------------------
LoneStar Geophysical Surveys, LLC, has proposed a reorganization
plan that proposes to pay all claims in full with interest through
monthly payments to creditors until the claims are paid in full in
at least one year.

According to the Disclosure Statement, the Plan proposes to treat
claims and interests as follows:

   -- The secured claim of Frontier State Bank (Class 1) will be
paid in full with interest at the Market Rate in 120 equal monthly
installments.  The claimant will retain its security interests.

   -- The allowed secured claims of Ford Motor Company (Class 2)
will be paid in full with interest at the Market Rate of Interest
in accordance with each payment schedule set forth in the documents
relating to the Class 2 Claim, provided that, with respect to each
monthly payment that (a) became due prior to the Effective Date and
(b) remains unpaid as of the Effective Date, the payment schedule
will be extended by a number of months equal to the number of
missed payments.  The claimant will retain its security interests.

   -- The secured claim of Cypress Springs Investments, LP (Class
3), which is secured by a 22.4% membership interest in LoneStar,
will be paid in full with interest at the Market Rate of Interest
in 120 equal monthly installments.  The Plan provides for the
cancellation of the existing membership interests in LoneStar.  In
substitution for such collateral, LoneStar shall grant to Cypress
Springs Investments a security interest subordinate to the security
interest held by Frontier State Bank.

   -- The secured claim of Cypress Springs Associates, LLC (Class
4), which is secured by a 2.5% membership interest in LoneStar,
will be paid in full with interest at the Market Rate in 120 equal
monthly installments.  LoneStar will grant the claimant a security
interest, subordinate to the security interest held by Frontier
State Bank and of equal rank with the security interest granted
under the Plan to Cypress Springs Investments.

   -- All amounts due to Fairfield Nodal (Class 5) will receive
payment in full with interest at 5% per annum in 42 equal monthly
payments.  The Plan provides for the assumption of the executory
contract with Fairfield.

   -- Unsecured non-insider claims (Class 6) will be paid in full
with interest at the Market Rate in 180 equal monthly
installments.

   -- Unsecured insider claims (Class 7) will be paid in full with
interest at the Market Rate in 180 equal monthly installments
commencing on or before the last day of the first month following
the month in which the Effective Date occurs.

   -- Equity interests (Class 8) will be cancelled.

Classes 1, 2, 3, 4, 5, 6, and 7 are impaired and eligible to vote
with respect to the Plan.  Class 8 is deemed to have rejected the
Plan.

LoneStar has concluded that each holder of a claim or interest
impaired under the Plan will receive or retain under the Plan on
account of the claim or interest a value that is equal to or
greater than the amount that such holder would receive or retain if
LoneStar's assets were liquidated.

LoneStar has consulted with Douglas Gobal since receiving the
report to determine the impact of changed market conditions and
believes the equipment is currently worth $13,000,000.
Additionally, LoneStar has cash on hand of $546,989 as of Aug. 31,
2015 and accounts receivable as of Aug. 31, 2015 of $388,939.
Consequently, LoneStar believes that if its equipment is marketed
for an adequate time, and the property continues to be properly
operated in the meantime, LoneStar's assets would generate at least
$13,900,000.  In that event, all secured and unsecured creditors
would receive payment in full of their claims.  If, however, the
property is sold at auction, sheriff's sale, or other sale without
allowing adequate time for marketing the property, LoneStar
believes the property would be sold for far less and may not bring
enough to satisfy the expenses associated with liquidation and the
secured claims against LoneStar.

A copy of the Disclosure Statement filed Sept. 29, 2015, is
available for free at:

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

                    About LoneStar Geophysical

LoneStar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) on May
18, 2015.

Judge Hon. Sarah A. Hall presides over the case.  The Debtor tapped
Ross A. Plourde, Esq., at McAfee & Taft, as counsel.

The Debtor disclosed total assets of $21,643,793 and total
liabilities of $12,311,768 in its amended schedules.

LoneStar sought and obtained an order authorizing LoneStar to use
cash collateral claimed by Frontier Statement Bank through December
2015.


LONESTAR GEOPHYSICAL: Files Adversary Proceeding vs. Lenders
------------------------------------------------------------
LoneStar Geophysical Surveys, LLC, said that on Sept. 18, 2015, it
filed an adversary proceeding against its lenders, Frontier State
Bank, Cypress Springs Associates, LLC, and Cypress Springs
Investments, LP, and against three former members of its board of
managers who were appointed by its lenders, Brooks F. Bock, M.D.,
James E. Brand, M.D., and John H. Stuemky, M.D.

The suit alleges (1) violations of the Bank Tying Act by Frontier
State Bank, (2) breach of fiduciary duty by Dr. Bock, Dr. Brand,
and Dr. Stuemky, (3) aiding and abetting breach of fiduciary duty
by Frontier State Bank, Cypress Springs Associates, LLC, and
Cypress Springs Investments, LP, (4) misuse of trade secrets and
confidential and proprietary information by all defendants, and (5)
civil conspiracy by all defendants.

The suit seeks unspecified damages.

LoneStar anticipates filing a separate adversary proceeding against
Cypress Springs Associates, LLC, and Cypress Springs Investments,
LP seeking a declaratory judgment that the membership interests
sold to them are held for collateral purposes and declaring them
secured creditors of LoneStar to the extent of the value of such
membership interests.

                    Loans Provided by Lenders

In December 2012, LoneStar borrowed money from Frontier State Bank.
In connection with that transaction, LoneStar signed a Term
Promissory Note dated Dec. 17, 2012 in the original principal
amount of $9,000,000 and a Revolving Promissory Note dated Dec. 17,
2012 in the original principal amount of $1,000,000.  LoneStar
signed a Security/Pledge Agreement dated Dec. 17, 2012 which
purports to grant to Frontier a security interest in all of
LoneStar's business assets, including "all inventory and accounts
receivables."

At the time Frontier loaned money to LoneStar, Dr. J.D. McKean,
Jr., who is the president of Frontier, advised LoneStar that
Frontier would not do the loan unless LoneStar also borrowed money
from Cypress Springs Investments ("CSI") and Cypress Springs
Associates ("CSA").  On Dec. 17, 2012, LoneStar signed a Promissory
Note in favor of CSI in the principal amount of $4,500,000 and a
Promissory Note in favor of CSA in the principal amount of
$500,000.  The CSI Note and the CSA Note were unsecured except that
LoneStar was required to convey a 22.4% member interest in LoneStar
to CSI and a 2.5% member interest in LoneStar to CSA for
consideration of $500.

The nominal rate of interest payable on the Term Note with Frontier
is 8% but upon default, which Frontier asserts has occurred, the
Term Note provides that the default interest rate is an additional
6%, for a total interest rate of 14%.  The nominal rate of interest
payable on the Revolving Note with Frontier is 6% but upon default,
which Frontier asserts has occurred, the Term Note provides that
the default interest rate is an additional 6%, for a total interest
rate of 12%.  The nominal interest rate payable on the CSI Note and
the CSA Note is 20% but upon default, which CSI and CSA assert has
occurred, the CSI Note and the CSA Note provide that the default
interest rate is 24%.

Amid a steep decline in oil and gas prices during 2014 and the
first quarter of 2015, LoneStar's revenues were not sufficient to
enable LoneStar to pay debt service on the Frontier Notes, the CSI
Note, and the CSA Note at the default interest rates claimed by
Frontier, CSI and CSA.

On April 6, 2015, Frontier filed a Verified Petition in the
District Court of Oklahoma County, Oklahoma against LoneStar
seeking a money judgment, replevin of LoneStar's assets,
appointment of a receiver, and other remedies.  As a result,
LoneStar determined that it had no alternative in order to preserve
its ongoing business but to commence a Chapter 11 bankruptcy.

                    About LoneStar Geophysical

LoneStar Geophysical Surveys, LLC, which acquires seismic data and
provides services and products to the oil and gas industry, sought
bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) on May
18, 2015.

Judge Hon. Sarah A. Hall presides over the case.  The Debtor tapped
Ross A. Plourde, Esq., at McAfee & Taft, as counsel.

The Debtor disclosed total assets of $21,643,793 and total
liabilities of $12,311,768 in its amended schedules.

LoneStar sought and obtained an order authorizing LoneStar to use
cash collateral claimed by Frontier Statement Bank through December
2015.


MEDIJANE HOLDINGS: Needs Significant Cash Resources to Meet Goals
-----------------------------------------------------------------
MediJane Holdings Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $508,000 on $2,435 of revenues for the three months ended May
31, 2015, compared with a net loss of $224,000 on $nil of revenues
for the same period in 2014.

The Company's balance sheet at May 31, 2015, showed $8.66 million
in total assets, $1.79 million in total liabilities and total
stockholders' equity of $6.87 million.

The Company has not attained profitable operations and are
dependent upon the commencement of the sale of its products and
obtaining financing to increase the production and development of
the Company's products.  The Company's total operating expenditure
plan for the following twelve months will require significant cash
resources to meet the goals of its business plan.  The continuation
of the Company as a going concern is dependent upon the continued
financial support from its management, and its ability to identify
future investment opportunities and obtain the necessary debt or
equity financing, and generating profitable operations from the
Company's future operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/Ju9zkd
                          
MediJane Holdings, Inc., engages in the business of marketing and
distributing products within the medical marijuana industry,
including transdermal patches, capsules, sublingual sprays, oral
strips, and other medical delivery systems.  The company was
founded by Brent Millward on April 21, 2009 and is headquartered
in Longmont, CO.


MIDTOWN SCOUTS: Court Enters Final Decree Closing Chapter 11 Case
-----------------------------------------------------------------
Midtown Scouts Square Property, LP, and Midtown Scouts Square, LLC,
sought and obtained from Judge Karen K. Brown of the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, the entry of a final decree closing the Chapter 11 case.

The Debtors told the Court that the confirmation order is final,
the Chapter 11 plan is effective, payments to creditors have
commenced and U.S. Trustee fees are current.  They further noted
the status report also stated that no claim objections or avoidance
actions are required to be filed in the case and not contested
matters are currently pending before the Court.

Midtown Scouts was represented by:

          Edward L. Rothberg, Esq.
          T. Josh Judd, Esq.
          HOOVER SLOVACEK LLP
          Galleria Tower II
          5051 Westheimer, Suite 1200
          Houston, TX 77056
          Telephone: (713)977-8686
          Facsimile: (713)977-5395
          E-mail: rothberg@hooverslovacek.com
                  judd@hooverslovacek.com

                       About Midtown Scouts

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally constructed
in 1975, while the second property is a 104,000-square foot eight-
storey parking garage with ground floor retail space, both in
Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases.



MOLYCORP INC: Judges Reject Incentive Plans for Executives
----------------------------------------------------------
ABI.org reported that a U.S. judge on Oct. 2, 2015, rejected a plan
to pay millions of dollars in bonuses to top executives of bankrupt
miner Molycorp Inc., two days after GT Advanced Technologies Inc.
failed to get approval.

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

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

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

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

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

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

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

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

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

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


MORNINGSTAR MARKETPLACE: Files Reorganization Plan
--------------------------------------------------
Morningstar Marketplace LTD is proposing a plan of reorganization
that offers to return 16 cents on the dollar to bondholders but let
its existing owner retain control of the company in exchange for a
contribution of $220,000 in cash plus other assets.

The Plan provides that:

   -- Administrative claim holders (Class 1) will be paid in the
ordinary course of business, within 60 days after the effective
date of the Plan.

   -- Priority tax claims (Class 2), specifically real estate taxes
of $102,800, will be satisfied with monthly payments with a
maturity date of 60 months with interest of 4.5%.

   -- Secured claims of PNC Bank (Class 3) will be paid in
accordance with the terms of the original mortgage note at $23,459
per month until paid in full.  The class is unimpaired.

   -- The 680 bondholders who each issued $5,000 in bonds
prepetition (Class 4), which have partially secured claims, will be
paid at a rate of $800 per bond within 90 days of Plan approval.

   -- General unsecured creditors (Class 5) will receive a premium
of 10% of the accepted amounts of the claims.

   -- Holders of equity interests (Class 6) will receive no
distribution upon acceptance of the Plan.  The equity interest
holders will contribute new value of assets of related companies
and $220,000 to fund the Plan.

Andrew Lentz will be the post-confirmation manager of the Debtor
and will be paid a $120,000 annual salary.

A copy of the Disclosure Statement filed Sept. 29, 2015, is
available for free at:

       http://bankrupt.com/misc/Morningstar_M_196_DS.pdf

               About Morningstar Marketplace

Morningstar Marketplace, LTD, owns a flea market business located
along Route 30 in Jackson Township, York County, Pennsylvania.
Andrew W. Lentz created the Marketplace to serve farmers,
antiquaries and vendors and the general consumer and collector
population within the surrounding area.  Built in 1999, the
Marketplace site consists of 3 side-by-side buildings totaling
51,440 square feet, and two free standing pavilions measuring 30'
by 50' and 50' by 50'.  The site has 190 vendor spaces in its shed
area and 200 outside vendor spaces in the upper parking lot.

Andrew Lentz is the general partner of Morningstar Marketplace,
LTD, and his wife owns the remaining 19%.  Morningstar Marketplace,
Inc., a related company owned by Mr. Lentz, is the operator of the
site.

Morningstar Marketplace LTD filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3,
2014.  The Debtor estimated $100 million to $500 million in assets
and liabilities.

Judge Mary D France presides over the case.  Attorneys at Smigel,
Anderson & Sacks, LLP serve as counsel to the Debtor.


NOVOLEX HOLDING: Wisconsin Film Deal Won't Impact Moody's Ratings
-----------------------------------------------------------------
Novolex Holdings, Inc.'s (B2, negative) announcement that it has
acquired U.S.-based Wisconsin Film & Bag ("WF&B") (not rated) is a
modest credit positive as it expands the company's offering of
custom films and bags and increases its usage of recycled resins,
marginally improving its cost structure. The announcement has no
impact on ratings as Moody's does not expect material changes in
credit metrics.



OCZ TECHNOLOGY: SEC Charges Former Execs With Accounting Fraud
--------------------------------------------------------------
The Securities and Exchange Commission charged two former top
executives at OCZ Technology Group Inc. for accounting failures at
the now-bankrupt seller of computer memory storage and power supply
devices.

In a complaint filed in the Northern District of California, the
SEC alleges that OCZ's former CEO Ryan Petersen engaged in a scheme
to materially inflate OCZ's revenues and gross margins from 2010 to
2012.  It separately charged OCZ's former chief financial officer
Arthur Knapp for certain accounting, disclosure, and internal
accounting controls failures at OCZ.  Knapp agreed to settle the
SEC's charges without admitting or denying the allegations against
him.  The SEC's litigation continues against Petersen.

"CEOs and CFOs are responsible for reporting accurate financial
information," said Antonia Chion, Associate Director of the SEC's
Division of Enforcement.  "When those high-level executives
participate in accounting fraud and failures, as we allege Petersen
and Knapp have done, they will be held accountable."   

The SEC's complaints allege that:

     -- Petersen's scheme included mischaracterizing sales
        discounts as marketing expenses and having employees
        create false documentation to conceal the scheme,
        channel-stuffing OCZ's largest customer by shipping
        more goods than the customer could sell in the normal
        course of business, and concealing large product
        returns from OCZ's finance department and OCZ's auditor
        so that those returns would not be recorded in OCZ's
        books and records.

     -- OCZ filings that Petersen signed and certified portrayed
        the company in a way that was a far cry from its true
        operational and financial condition.

     -- Petersen personally profited from his misstatements by
        selling shares of OCZ stock and receiving a bonus during
        the period when OCZ's public filings contained inflated
        financial results.

     -- Knapp instituted or maintained policies that caused OCZ
        to record transactions in a manner that was not in
        accordance with U.S. generally accepted accounting
        principles.  These policies included reclassifying costs
        of goods sold as research and development expenses
        without sufficient basis for doing so, failing to
        capitalize labor and overhead costs in OCZ's inventory
        costs, recognizing revenues upon product shipment rather
        than upon delivery of the product to OCZ's customers,
        and understating OCZ's accruals for product returns.

     -- As CFO, Knapp had responsibility for OCZ's internal
        accounting controls and procedures.  Nevertheless, he
        failed to implement sufficient internal accounting
        controls to prevent OCZ from misclassifying sales
        discounts as marketing expenses and significantly
        overstating its revenues and gross profits.

The SEC charged Petersen with violating the antifraud,
certification, books and records, internal controls, and clawback
provisions of the federal securities laws.  It also charged him
with lying to accountants and aiding and abetting OCZ's violations
of the reporting, books and records and internal controls
provisions.  The complaint seeks a permanent injunction, payment of
his allegedly ill-gotten gains plus prejudgment interest, a civil
penalty, an officer and director bar, and forfeiture of Petersen's
stock sales profits and bonus.

The SEC charged Knapp with violating certain antifraud provisions,
and the certification, and internal controls provisions, and with
aiding and abetting OCZ's violations of the reporting, books and
records, and internal controls provisions.  Knapp agreed to be
permanently enjoined from violating or aiding and abetting
violations of these provisions, to be barred from acting as an
officer or director of a public company, to pay a total of $130,000
in disgorgement, prejudgment interest, and civil penalties, and to
forego any claims against OCZ for $170,000 in unpaid compensation.
The settlement is subject to court approval.

The SEC's investigation, which is continuing, has been conducted by
Ian Dattner, Michi Harthcock, Jonathan Cowen, and Stacy Bogert
under the supervision of Assistant Director Lisa Deitch.  The
litigation will be handled by Kevin Lombardi and Ian Dattner.


ONCOLOGIX TECH: Has $525K Net Loss in May 31 Quarter
----------------------------------------------------
Oncologix Tech, Inc., filed with the U.S. Securities and Exchange
Commission an amendment to its quarterly report on Form 10-Q,
disclosing a net loss of $525,000 on $1.23 million of revenues for
the three months ended May 31, 2015, compared to a net loss of
$239,000 on $988,000 of revenue for the same period last year.

The Company's balance sheet at May 31, 2015, showed $3.85 million
in total assets, $5.04 million in total liabilities, and a
stockholders' deficit of $1.19 million.

The Company is not profitable and has to rely on debt and equity
financings to fund operations.  Significant delays in achieving
break-even status could affect the ability to obtain future debt
and equity funding.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/WtNa14
                          
Oncologix Tech, Inc., a diversified medical holding company,
manufactures medical devices; and provides personal healthcare
services, home medical equipment, and durable medical equipment in
the United States.  The company operates through three segments:
Medical Device Manufacturing, Personal Care Services, and Medical
Products and Technologies.  The Medical Device Manufacturing
segment designs, manufactures, and distributes the Toxygen hardware

system with disposables speculums and tubing.  Its products are
primarily used for bowel preparation prior to medical procedures,
such as a colonoscopy and OB/GYN medical procedures; and for
individuals seeking health and wellness prevention for good colon
health. This segment serves health and wellness spas; endoscopy
out-patient clinics; osteopathic physicians; hospital
systems-veteran
hospitals; skilled nursing homes; assisted living
facilities; and individuals with disabilities, such as paraplegic,
quadriplegic, and obesity through independent distributors or
product re-sellers.  The Personal Care Services segment provides
non-medical, personal care attendant services, supervised
independent living, long-term senior care, and other approved
programs.  The Medical Products and Technologies segment
distributes durable and home medical equipment for respiratory
therapy to patients with sleep obstructive disorders or related
chronic illnesses.  The company was formerly known as BestNet
Communications Corp. and changed its name to Oncologix Tech, Inc.
in January 2007.  Oncologix Tech, Inc. was founded in 1995 and is
based in Lafayette, Louisiana.


OPAL ACQUISITION: S&P Cuts Ratings on Term Loan to ‘B-’
-----------------------------------------------------------
Standard & Poor’s Ratings Services downgraded Opal Acquisition
Inc. to 'B-' from 'B'. The outlook is stable.

"We also lowered our ratings on Opal's $125 million revolver and
$1.3 billion term loan to ‘B-’ from ‘B’. The recovery
ratings on these issues remain ‘3’, indicating that lenders
could expect a meaningful (50%-70%) recovery (in the upper half of
the range) in the event of a payment default. In addition, we
lowered our rating on Opal’s $610 million 8.875% senior unsecured
notes to ‘CCC’ from ‘CCC+’. The recovery rating on the
senior unsecured notes remain '6', indicating that lenders could
expect a negligible (0%-10%) recovery in the event of a payment
default."

"The downgrade is based on Opal’s weaker-than-expected operating
performance in 2014-2015 and its sustained high leverage since its
leveraged buyout in November 2013," said Standard & Poor's credit
analyst James Sung. "At the time, leverage went up to above 8x on a
pro forma basis and we had expected that level to steadily decrease
in 2014-2015 based on EBITDA growth and debt repayment. Since then
the company missed our revenue and EBITDA expectations in 2014 and
is likely to do so again in 2015. The company has made progress in
executing cost synergies related to acquisitions. However,
translating these acquisitions into stronger organic growth and
EBITDA margin expansion remains a work in progress."

"The stable outlook reflects Standard & Poor's view that Opal's
focus in the next 12 months will be on achieving stronger organic
revenue growth and stabilizing gross margins, after declines in
recent periods. Moreover, the company’s operational excellence
initiatives will target cost savings that could improve overall
margins. We also expect the company to continue to look for scale
and product/services capabilities via acquisitions. We expect no
change in financial policy. We expect key credit metrics to remain
very weak with adjusted debt/EBITDA above 8.0x and EBITDA interest
coverage below 2.0x through 2016.



OPTIMA SPECIALTY: Moody's Lowers Corp. Family Rating to Caa1
------------------------------------------------------------
Moody's Investors Service downgraded Optima Specialty Steel, Inc.'s
corporate family rating to Caa1 from B2, its probability of default
rating to Caa1-PD from B2-PD and its senior secured note rating to
Caa1 from B2. The ratings downgrades reflect the recent substantial
deterioration in Optima's operating results and credit metrics and
the expectation they will remain weak over the next 12 to 18
months. It also reflects the company's weak liquidity position and
its looming debt maturities. The ratings outlook is stable.

The following ratings were affected in this rating action:

Issuer: Optima Specialty Steel, Inc.

  Corporate Family Rating, Downgraded to Caa1 from B2;

  Probability of Default Rating, Downgraded to Caa1-PD from B2-PD;

  $162 Million Senior Secured Notes due 2016, Downgraded to Caa1
  (LGD3) from B2 ( LGD3);

Outlook Actions:

  Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Optima's Caa1 corporate family rating reflects its small size and
exposure to cyclical end markets and volatile steel prices, which
have significantly impacted its operating results over the past few
quarters. The rating also incorporates the company's acquisitive
history and inconsistent acquisition track record. Its acquisitions
have been mostly financed with debt and have produced a weaker than
expected operating performance, resulting in higher than
anticipated leverage, weak interest coverage and goodwill
impairment charges. Optima's ratings are supported by its
established position in niche end markets and its history of
producing above average margins and returns relative to other rated
steel companies.

The downgrade of Optima's ratings reflects the recent significant
deterioration in its operating results and credit metrics and the
expectation this will persist. Optima has been impacted by the
substantial decline in US steel prices, elevated inventories at
steel service centers and substantially weaker demand from the
energy, agriculture and mining sectors. As a result, its adjusted
EBITDA has declined by about 65% to $13 million during the first
half of 2015 from $36 million during the same period in 2014. The
weaker operating results along with the recent debt funded
acquisition of Corey Steel have weighed on Optima's credit metrics,
with its leverage ratio (Debt/EBITDA) rising to 7.3x and its
interest coverage (EBIT/Interest Expense) declining to 0.3x.

The weak trends in Optima's business are expected to persist in the
near term. Moody's expects steel prices to remain weak due to
excess worldwide capacity, elevated imports supported by the
stronger US dollar, raw material price deflation and concerns about
slowing economic growth in China and many other countries.
Successful trade cases on coated, cold rolled and hot rolled steel
could provide some support to prices, but a material increase is
not likely. In addition, weak demand from the mining, agriculture
and oil & gas sectors is expected to persist in the near term and
service centers are likely to maintain their focus on keeping
inventories lean during this period of weak pricing and lackluster
demand. Optima will benefit from cost cutting initiatives including
headcount reductions and facility rationalizations, but this will
only temper the downside. Therefore, Moody's expects Optima's
adjusted EBITDA to be in the range of $30 million to $35 million in
2015 versus $63 million last year. This will keep Optima's credit
metrics weak, with its leverage ratio in the range of 7.5x to 8.5x
and its interest coverage at about 0.1x.

Optima has a weak liquidity position consisting of only $2.5
million of cash and $12.4 million of availability on its
asset-based revolving credit facility as of June 30, 2015. The
company exercised its option to increase the size of its ABL
facility to $45 million from $40 million concurrent with the
acquisition of Corey Steel in January 2015. Optima's liquidity
should improve during the second half of 2015 as it replaces its
higher priced steel inventory with lower cost material. However,
the company faces several looming debt maturities during the next
16 months as its revolver matures in October 2016 and its senior
secured and senior unsecured notes are due in December 2016.

The stable outlook reflects our expectation that Optima's operating
results and credit metrics are likely to remain relatively stable
or improve only modestly in the near term due to the current poor
operating environment.

Optima's ratings are not likely to experience upward pressure in
the near term. However, the ratings would be considered for an
upgrade if the company improves its liquidity position, addresses
its near term debt maturities, returns to producing adjusted EBIT
margins above 5% and achieves improved credit metrics. This would
include maintaining a leverage ratio below 5.5x and raising the
interest coverage above 1.5x on a sustainable basis.

The ratings would be considered for a downgrade if the company
fails to address its looming debt maturities or experiences a
reduction in borrowing availability or liquidity or if its leverage
ratio remains above 7.5x or its interest coverage ratio below 1.0x
on a sustainable basis.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012.

Optima Specialty Steel, Inc., headquartered in Miami, FL, is a
domestic value-added manufacturer of Special Bar Quality (SBQ) and
Merchant Bar Quality (MBQ) steel products and a processor of
seamless tubing and specialty Cold Finished Steel Bars (CSFB)
through three distinct business segments. Michigan Seamless Tube
(MST) produces carbon and alloy seamless pressure and mechanical
tubing primarily used in the oil & gas, power generation and
industrial sectors. Niagara LaSalle and Corey Steel produce
specialty Cold Finished Steel Bars (CFSB) used in the automotive,
construction and agricultural equipment and oil & gas sectors.
Kentucky Electric Steel (KES) is a value-added manufacturer of
Special Bar Quality (SBQ) and Merchant Bar Quality (MBQ) steel
products for a variety of niche markets. Optima generated revenues
of $550 million for the trailing twelve month period ended June 30,
2015. Optima Specialty Steel is owned by Optima Acquisitions, LLC.


PAR PHARMACEUTICAL: S&P Hikes Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Woodcliff Lake, N.J.-based Par Pharmaceutical Cos. Inc.
to 'B+' from 'B' following its acquisition by Malvern, Pa.-based
Endo International PLC. (B+/Stable/--).

"At the same time, we removed the rating from CreditWatch, where we
placed it with positive implications on May 20, 2015. The outlook
is stable."

"We subsequently withdrew the 'B+' corporate credit rating on Par
Pharmaceutical Cos. Inc., along with the issue-level ratings on its
debt, because all of Par's debt was repaid in conjunction with the
acquisition."

"We based the upgrade on our belief that Par's operations will be
fully integrated into Endo. This supports our opinion that Par is a
core subsidiary of Endo and, as a result, we equalized the ratings
on Par with those on Endo."



PARKERVISION INC: Reports $4.84-Mil. Net Loss for Q2
----------------------------------------------------
ParkerVision, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $4.84 million on $0 of revenue for the three months ended June
30, 2015, compared with a net loss of $5.84 million on $0 of
revenue for the same period in the prior year.

The Company's balance sheet at June 30, 2015, showed $13.3 million
in total assets, $2.93 million in total liabilities, and total
stockholders' equity of $10.4 million.

The Company's capital resources at June 30, 2015 include cash, cash
equivalents, and available-for-sale securities of approximately
$4.0 million.  These capital resources will not be sufficient to
support the Company's liquidity requirements through 2015 without
the generation of sufficient revenues or further cost containment
measures, which, if implemented, may jeopardize the Company's
future growth plans.  These circumstances raise substantial doubt
about its ability to continue as a going concern, according to the
regulatory filing.

A copy of the Form 10-Q is available at:

                       http://is.gd/qFuB4y

                        About ParkerVision

Jacksonville, Florida-based ParkerVision, Inc., designs, develops
and markets its proprietary radio frequency ("RF") technologies
and products for use in semiconductor circuits for wireless
communication products.

The Company reported a net loss of $5.78 million on $nil of
revenues for the three months ended Mar. 31, 2015, compared with a
net loss of $5.77 million on $nil of revenue for the same period
last year.

The Company's balance sheet at March 31, 2015, showed $17.8 million
in total assets, $2.86 million in total liabilities, and
stockholders' equity of $14.9 million.



PATRIOT COAL: Hillary Clinton Blasts Bankruptcy Plan
----------------------------------------------------
ABI.org reported that U.S. Democratic presidential candidate
Hillary Clinton said on Oct. 2, 2015, that a bankruptcy plan
proposed by Patriot Coal Corp. is "outrageous and must be stopped"
because it diverts money intended for coal miners.

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.


PATRIOT COAL: Issues Supplemental WARN Notice to Employees
----------------------------------------------------------
Patriot Coal Corporation, a producer and marketer of coal in the
eastern United States, on Oct. 6 issued these statement:

Patriot issued supplemental WARN notices to employees in accordance
with the terms of the agreements to sell a substantial majority of
its assets to Blackhawk and VCLF.  The supplemental WARN notices
merely extend the notice period from the original WARN notice
issued on Aug. 3, 2015.  The extension was necessary because of a
delay in Patriot's bankruptcy case, which pushed back the expected
closing date of the transaction from October 9 to Oct. 23, 2015.

Patriot continues to expect that a majority of Patriot employees at
its mining operations will be offered employment if the sale is
completed.  Patriot is continuing to work to complete the sale
process and achieve a value-maximizing outcome for all of its
constituents.

Court filings and other information related to Patriot's
reorganization proceedings are available at a website administered
by the Company's claims agent, Prime Clerk, at
https://cases.primeclerk.com/patriotcoal

                        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 on Sept. 22, 2015, announced that, following a
competitive auction, it is proceeding with a transaction to sell a
substantial majority of its operating assets to Blackhawk Mining,
LLC.



PHOENIX INDUSTRIAL: S&P Cuts Revenue Bond Rating to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on the
Industrial Development Authority of the City of Phoenix, Ariz.'s
series 2013 solid waste disposal facilities revenue bonds to 'D'
from 'CCC', and removed the rating from CreditWatch with developing
implications, where it had been placed Dec. 17, 2014.

The downgrade follows the missed interest payment that was due to
bondholders on Oct. 1, 2015. The litigation between Vieste SPE, LLC
and the City of Glendale continues, and the facility not operating
and therefore not generating any revenue to make payments due on
the bonds. Although as of Oct. 1, there were sufficient funds
remaining in the debt service reserve fund to make the required
payments on the 2013A bonds, there were insufficient funds to make
the payment on the 2013B bonds. It is our understanding that funds
are being maintained to address litigation expenses.



PREMIER VENTURES: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Premier Ventures LLC
        1220 North Market Street
        Wilmington, DE 19801

Case No.: 15-12068

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 5, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Timothy Joseph Weiler, Esq.
                  831 North Tatnall Street, Suite 200
                  Wilmington, DE 19801-1717
                  Tel: (302) 658-6900
                  Fax: (302) 658-6909
                  Email: timweiler@comcast.net
                         timweiler@timweilerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Edward M. Sullender, managing general
partner.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/deb15-12068.pdf


QUIRKY INC: Can File Schedules & Statements Until November 5
------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the deadline until Nov. 5, 2015,
within which Quirky Inc. and its debtor-affiliates may file their
schedules of assets and liabilities, schedules of income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

As reported in the Troubled Company Reporter on Sept. 25, 2015,
"Due to the complexity and diversity of their operations, and the
burdens occasioned by preparing for their chapter 11 cases, the
Debtors anticipate that they will be unable to complete their
Schedules and Statements in the 14 days provided under Bankruptcy
Rule 1007(c)," says Jeffrey L. Cohen, Esq., at Cooley LLP, attorney
to the Debtors.  Collection of the necessary information requires
an enormous expenditure of time and effort on the part of the
Debtors and their employees, he adds.

The Debtors maintained that while they, with the help of their
professional advisors, mobilize their employees to work diligently
and expeditiously on the preparation of the Schedules and
Statements, resources are limited.  

                        About Quirky, Inc.

Headquartered in New York City, Quirky designs and develops
various
products ranging from electronics, home and garden, kitchen and
organization and sells those products through big box retailers
like Target and Home Depot and online through its Web site.  The
Company sold over 150 different products and a total of 4 million
units, generating over $50 million in revenue from its
retail and consulting businesses in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to
Flextronics
International USA Inc., for $15 million, absent higher and better
offers.

The petitions were signed by Charles Kwalwasser, the chief
administrative officer.

Quirky estimated assets in the range of $10 million to $50 million
and liabilities of at least $50 million.

Judge Martin Glenn is assigned to the jointly administered cases.

The Debtors have engaged Cooley LLP as counsel, Klestadt Winters
Jureller Southard & Stevens LLP as conflicts counsel, Centerview
Partners LLC as investment bankers, FTI Consulting, Inc., as
financial advisors, Rust Consulting/Omni Bankruptcy as claims and
noticing agent and Hilco IP Services LLC dba Hilco Streambank as
intellectual property disposition consultant to Quirky, Inc.


REGIONS FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed Regions Financial Corporation (RF)'s
long-term Issuer Default Rating (IDR) at 'BBB', reflecting the
company's good capital and liquidity profile, improving earnings,
and continued improvement in asset quality.

The rating action follows a periodic review of the large regional
banking group, which includes BB&T Corporation (BBT), Capital One
Finance Corporation (COF), Comerica Incorporated (CMA), Fifth Third
Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY),
M&T Bank Corporation (MTB), MUFG Americas Holding Corporation
(MUAH), PNC Financial Services Group (PNC), Regions Financial
Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB),
Wells Fargo & Company (WFC), and Zions Bancorporation (ZION).

Company-specific rating rationales for the other banks are
published separately, and for further discussion of the large
regional bank sector in general, refer to the special report titled
'Large Regional Bank Periodic Review,' to be published shortly.

KEY RATING DRIVERS

IDRs, VRs, AND SENIOR DEBT

The affirmation reflects RF's good capital and liquidity profile,
improving earnings, and continued improvement in asset quality.
Fitch views greater upside in RF's ratings over the medium to
longer term. This would be predicated on closing the gap with
higher rated peers in terms of asset quality and profitability.
While Fitch recognizes the notable progress RF has made thus far to
improve its performance, further improvements may be more
challenging until and unless rates rise. Fitch views RF's relative
profitability and higher exposure to oilfield services to be rating
constraints.

Although RF's earnings continue to lag the peer median, they
reflect a good improvement over prior periods. RF reported an ROA
of 82bps during 1H15, as compared the peer median of over 100bps.
RF earnings have benefitted from growth in certain noninterest
income categories, and a fairly resilient margin. RF's NIM
contracted 8bps in the second quarter of 2015 (2Q15), as compared
to the prior year ago quarter. This compares favorably to peers. RF
maintains relatively lower deposit costs, while loan yields are in
line with peer averages.

Earnings headwinds have included elevated regulatory and
compliance-related costs, the low asset yield environment, and the
discontinuation of the deposit advance product. To offset some of
these challenges, RF is continuing to monitor its expenses, with
further branch rationalizations expected over the near term. The
company plans to consolidate 50 branches or 3% of the total branch
count in 2015. RF is also attempting to increase its reliance on
noninterest income, particularly from the insurance, mortgage
servicing, and capital markets activities. RF's is currently
slightly more spread income reliant than the average for large
regional bank peers.

RF's capital profile remains good with an estimated fully phased-in
Common Equity Tier 1 ratio under Basel III of 11% at June 30, 2015.
This ratio is one of the highest of the large regional bank peer
group. Fitch expects these capital levels will diminish over time
but will remain above peer averages over the near term given
CCAR-related capital distribution constraints.

RF's liquidity profile also remains solid with a low
loan-to-deposit ratio, at 83% at quarter-end, which is up only
slightly from a year ago, as loan growth has eclipsed deposit
growth. RF's loan to deposit ratio is one of the lowest of the
large regional peer group, and provides the company more
flexibility in funding loan growth under a more robust economic
environment. Loan growth over the past year for RF has been muted
at roughly 5%. This is viewed favorably by Fitch given the
competitive lending environment.

Fitch views RF's deposit franchise as a rating strength, especially
in light of its higher growth footprint. RF has a very low cost of
funds, and stands to benefit from higher than average population
growth expectations given its Southeastern footprint. While
depositor behavior under a higher interest rate environment is
difficult to predict, RF's franchises in Alabama, Mississippi, and
Arkansas in particular, where the company holds either the No. 1 or
No. 2 market shares, may prove more resilient to pressures of
higher deposit costs, and aid the company's earnings profile.
Lastly, RF disclosed that is well positioned for the final LCR rule
and expects to be fully compliant by the January 2016 deadline.

For the first time in many quarters, RF built its loan loss
reserves in 2Q15. RF attributed the reserve build to loan growth
but also reflective of risk rating adjustments stemming from the
annual SNC exam, half of which were energy-related. Criticized and
classified balances have increased 9% from year-end. RF disclosed
that it has $3.3 billion in energy-related exposure at June 30,
2015, or 4% of the total loan book. RF also held approximately $265
million of energy-related investment grades bonds at quarter-end.
Although this exposure is somewhat on the higher end of peer
averages, it is still considered manageable in the context of loan
losses and the capital base. Nonetheless, Fitch expects some
weakness particularly from its oilfield services portfolio, which
represents approximately 45% of energy direct outstandings, which
is higher than its peers.

NCOs declined again to 23bps in 2Q15 for RF, which is in line with
the peer average. Fitch expects NCOs will increase across the
industry from currently unsustainable low levels, particularly in
sectors such as energy.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

RF's subordinated debt is notched one level below its VR of 'bbb'
for loss severity. RF's preferred stock is notched five levels
below its VR, two times for loss severity and three times for
non-performance. These ratings are in accordance with Fitch's
criteria and assessment of the instruments non-performance and loss
severity risk profiles and have thus been affirmed due to the
affirmation of the VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The uninsured deposit ratings of Regions Bank are rated one notch
higher than RF's IDR and senior unsecured debt because U.S.
uninsured deposits benefit from depositor preference. U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default.

HOLDING COMPANY

RF's IDR and VR are equalized with those of its bank, reflecting
its role as the bank holding company, which is mandated in the U.S.
to act as a source of strength for its bank subsidiaries. Ratings
are also equalized reflecting the very close correlation between
holding company and subsidiary failure and default probabilities.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

VR, IDRs, AND SENIOR DEBT

Ratings could be positively affected with the improvement and
maintenance of core earnings at peer levels combined with a
continued reduction in problem asset levels. Fitch anticipates more
ratings upside for RF than downside risk over the medium to long
term.

Fitch expects some deterioration in RF's energy portfolio, as well
as for its peers. If overall asset quality continues to modestly
improve and deterioration in RF's energy book is not outsized
relative to the performance of peers, this may be consistent with
an upgrade. However, if RF's energy portfolio performs noticeably
worse than peers, ratings upside may be impacted.

Conversely, a sustained reversal of moderating credit trends,
combined with a large decrease in capital, would likely pressure
ratings, although a downgrade is viewed as more remote given RF's
recent progress in addressing many of its many legacy challenges.
Fitch views more potential for ratings upside for RF than downside
risk.

Similar to some of its large regional bank peers, RF is going to
continue to build out its capital markets capabilities. While these
businesses can result in much more volatile earnings, Fitch expects
that the capital markets revenues will remain low relative to total
revenues for RF. Outsized growth or contribution from capital
markets-related revenues may impede upwards rating momentum, though
this is considered a low likelihood over the near to medium term.

When RF sold Morgan Keegan to Raymond James in 2012, RF agreed to
indemnify Raymond James for all litigation matters related to
pre-closing activities. The carrying amount of the indemnification
obligation at June 30, 2015 totaled $203 million. There is very
limited visibility into the ultimate outcome of this or other
pending litigation facing RF. However, Fitch's ratings of RF do not
currently incorporate a charge in excess of what the
indemnification obligation covers. A material charge in excess of
the indemnification asset may impact ratings.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings for RF and its operating companies' subordinated debt
and preferred stock are sensitive to any change to RF's VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The long-and short-term deposit ratings are sensitive to any change
to RF's long-and short-term IDR.

HOLDING COMPANY

Should RF's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies.

SUPPORT RATING AND SUPPORT RATING FLOOR

Since RF's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Regions Financial Corporation

-- Long-term IDR at 'BBB'; Outlook Stable
-- Short-term IDR at 'F2';
-- Subordinated debt at 'BBB-';
-- Viability rating at 'bbb';
-- Senior unsecured at 'BBB';
-- Preferred stock at 'B+';
-- Support at '5';
-- Support floor at 'NF'.

Regions Bank

-- Long-term IDR at 'BBB'; Outlook Stable;
-- Long-term deposits at 'BBB+';
-- Short-term deposits at 'F2';
-- Short-term IDR at 'F2';
-- Senior debt at 'BBB';
-- Subordinated debt at 'BBB-';
-- Viability rating at 'bbb';
-- Support at '5';
-- Support floor at 'NF'.

AmSouth Bancorporation

-- Subordinated debt at 'BBB-'.


RELATIVITY FASHION: DRP Sues to Stop UniFi's Film Takeover
----------------------------------------------------------
Debtor DR Productions, LLC, in an adversary proceeding, asks the
U.S. Bankruptcy Court for the Southern District of New York for a
determination that:

   (a) The automatic stay of Section 362 of the Bankruptcy Code
applies to enjoin defendant UniFi Completion Agreement Insurance
Solutions, Inc., doing business as UniFi Completion Guarantors,
from exercising remedies with respect to property of the Debtors'
estates -- "The Disappointments Room" -- whose completion was
guaranteed by UniFi; and,

   (b) UniFi's purported takeover of the production and delivery of
the films violated the respective completion guarantees.

DRP also asks the Court for a temporary restraining order and
preliminary injunction prohibiting UniFi from: (i) taking
possession of the Film or any DRP Assets; (ii) delivering the Film
or any DRP Assets to a foreign distributor, or (iii) otherwise
exercising any remedies with respect to the Film or any DRP Assets,
pending a determination on the Disputed Matters.

DRP is a special purpose entity engaged in the business of
producing the film entitled "The Disappointments Room" ("Film").
DRP's assets include the Film itself, all production elements
related thereto, and all accounts receivable associated with the
ultimate delivery of the Film to domestic and foreign distributors
("DRP Assets").

DRP financed the production of the Film through a combination of
equity into a special purpose production entity and obtained an
individual production loan secured by certain of the DRP Assets. On
Sept. 5, 2014, DRP entered into a Loan and Security Agreement (the
"DRP Loan Agreement") with OneWest Bank, N.A. ("OWB"), for loans of
up to $14,688,456 for the purpose of acquiring, producing,
completing and delivering the Film, and the payment of related
financing costs ("DRP Loan").  The DRP Loan matures on July 29,
2016, bears interest at a rate of the Prime Rate plus 1.00% or
LIBOR plus 3.00%, and is secured by substantially all of the assets
of DRP.  As of the Petition Date, approximately $12,272,477 plus
accrued interest was outstanding under the DRP Loan.  Pursuant to
Section 5.2(f) of the DRP Loan Agreement, the obligation of the
lenders to make the DRP Loan was conditioned on entry into a
completion guaranty ("Completion Guaranty") in favor of the lenders
that protects their interests in the event that the Film is not
released.

In conjunction with entry into the DRP Loan Agreement, DRP entered
into a Completion Agreement with UniFi, dated as of Sept. 5, 2014
(the "Completion Agreement") to insure the production, completion
and delivery of the Film and preserve the collateral securing the
DRP Loan.  The Completion Agreement sets forth the specific
production elements agreed upon by the parties and includes certain
restrictions on changes to these elements. The Completion Agreement
provides the Completion Guarantor with the ability to takeover the
Film and undertake all acts and all steps necessary to advance and
complete production and delivery ("Takeover"), but only under
specific circumstances.

On July 29, 2015, UniFi sent letters to DRP, OWB and Technicolor
Creative Services Hollywood ("Technicolor"), the laboratory in
possession of the Film, giving notice that it exercised its
Takeover right with respect to the Film.  The Takeover Notice was
the first step in an attempt by UniFi to collect distribution fees
owed by the foreign distributors in connection with the Film and
deliver the Film to them.  On Aug. 13, 2015, UniFi indicated in
writing that it intended to commence delivery of the Film no later
than Aug. 19, 2015.

On Aug. 17, 2015, the Plaintiff, through its counsel, sent UniFi's
counsel a letter informing it that any act to interfere with the
Plaintiff's property, including the delivery of the Film to foreign
distributors, was a violation of the automatic stay. Despite this
letter and the Plaintiff's best efforts to obtain UniFi's consent
to stop its delivery efforts, on Aug. 19, 2015, UniFi stated that
it and the Completion Guarantor would continue its efforts to
execute delivery of the Film, including, but not limited to, by
issuing notices of delivery to foreign distributors.  Receipt of
these notices by the foreign distributors will trigger their
payment obligations under existing distribution agreements and
compel them to release the Film.  On the same day, UniFi sent a
letter to Technicolor demanding that Technicolor "comply with
UniFi's prior, as well as any of its future, delivery instructions
and fully cooperate with UniFi to effect delivery of the film
elements . . . ."  The Plaintiff contends that this letter and
related statements by its counsel establish that UniFi intends to
proceed with delivery of the Film and other steps in furtherance of
its wrongful takeover absent Court intervention.  The Plaintiff
further contends that UniFi has undertaken these steps even though
it knows that the beneficiaries of the Completion Guaranty have
expressed flexibility to extend the delivery date requirement under
the Completion Guaranty, the first international delivery deadline
is not until the summer of 2016, and the elements of the Film are
complete and ready for delivery.

The Plaintiff seeks a temporary restraining order and preliminary
injunction to give the Debtors a reasonable opportunity to
establish that the automatic stay prevents UniFi from taking any
further steps in furtherance of delivering TDR to foreign
distributors.  The Plaintiff contends that absent an injunction,
UniFi will likely act precipitously based upon their expressly
stated views that the automatic stay does not apply, and cause
irreparable harm to the Plaintiff's estates.  The Plaintiff asserts
that a temporary restraining order pursuant to Section 105 of the
Bankruptcy Code and Bankruptcy Rule 7065 is necessary to preserve
the Court's jurisdiction to adjudicate the claims which might
otherwise become moot.

DR Productions, LLC and its affiliated debtors' attorneys can be
reached at:

          Andrew K. Glenn, Esq.
          Matthew B. Stein, Esq.
          KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
          1633 Broadway
          New York, NY 10019
          Telephone: (212)506-1700
          Facsimile: (212)506-1800
          Email: AGlenn@kasowitz.com
                 Mstein@kasowitz.com

                     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
(Bankr. S.D.N.Y. Lead case No. 15-11989) on July 30, 2015.  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 $560 million, and total debt
$1.10 billion as of Dec. 31, 2014.

On Aug. 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors.  The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.



RELATIVITY FASHION: RKA Seeks Adequate Protection for Collateral
----------------------------------------------------------------
RKA Film Financing, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to enter an order granting (i)
adequate protection of its interest in certain collateral due to
the P&A Debtors' continued use of such collateral, or (ii) relief
from automatic stay with respect to such collateral.

RKA made dedicated pre-release print and advertising loans ("P&A
Loans" and the related loan facility, "P&A Facility") to certain
special purpose entities ("P&A Borrowers") that own or license a
single film and that are wholly-owned subsidiaries of Relativity
Media, LLC.  These P&A Borrowers borrowed the P&A Loans from RKA
and, to secure their obligations under the P&A Facility, granted
liens and security interests to RKA ("RKA Liens") in certain
specified collateral ("RKA Collateral") of the P&A Borrowers and
Other P&A Credit Parties ("P&A Debtors").  The collateral generally
consists of the domestic distribution agreements for the films
financed under the P&A Facility, and the intellectual property,
picture rights, and receipts related to such films.  The P&A
Borrowers and the Other P&A Credit Parties are debtors-in-
possession in the Chapter 11 Cases, and as of Aug. 3, 2015,
approximately $85,005,933, plus accrued interest, was outstanding
under RKA's P&A Loans.

Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, tells
the Court that since their bankruptcy filing, the P&A Debtors have
continued to retain possession and use of the RKA Collateral and
have made no payments to RKA under the P&A Facility or otherwise.
Mr. Simon further tells the Court that while the Debtors are
pursuing a sale to certain of the Debtors' prepetition and
postpetition lenders or perhaps others, it is entirely unclear
whether the sale of the RKA Collateral is contemplated as part of
this process.  He asserts that the P&A Debtors must provide
adequate protection to RKA while continuing to possess, use and
market the RKA Collateral, and, if the P&A Debtors are unable to
adequately protect the interests of RKA, or otherwise meet their
legal burden, the automatic stay should be vacated so that RKA may
pursue its available remedies with respect to the RKA Collateral.

RKA Film Financing is represented by:

          David S. Heller, Esq.
          Christopher J. Clark, Esq.
          Keith A. Simon, Esq.
          Benjamin A. Naftalis, Esq.
          Matthew Salerno, Esq.
          LATHAM & WATKINS LLP
          885 Third Avenue
          New York, NY 10022
          Tel: (212) 906-1200
          Fax: (212) 751-4864
          E-mail: David.Heller@lw.com
                  Christopher.Clark2@lw.com
                  Keith.Simon@lw.com
                  Benjamin.Naftalis@lw.com
                  Matthew.Salerno@lw.com

                 - and -

          Ted A. Dillman, Esq.
          LATHAM & WATKINS LLP
          355 S. Grand Avenue
          Los Angeles, California 90071-1560
          Tel: (213)485-1234
          Fax: (213)891-8763
          E-mail: Ted.Dillman@lw.com

                     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
(Bankr. S.D.N.Y. Lead case No. 15-11989) on July 30, 2015.  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 $560 million, and total
debt of $1.1 billion as of Dec. 31, 2014.

On Aug. 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors.  The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.



RELATIVITY MEDIA: Judge Poised to Approve Sale of TV Business
-------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Judge Michael Wiles of the U.S. Bankruptcy Court for the Southern
District of New York signed off on the sale of Relativity Media
LLC's television studio to a group of senior lenders for $125
million.

According to the report, during a hearing on Oct. 5, Judge Wiles
reviewed the results of last week's protracted auction, which led
to a series of deals that effectively split the company in two,
leaving the bulk of its business in the hands of Ryan Kavanaugh,
its founder and chief executive.  The judge said he expected to
approve the sale of the TV unit to the lender group but only after
others have had a chance to review the documents related to the
sale, some of which were filed as late as morning of Oct. 5, the
Journal related.

As previously reported by The Troubled Company Reporter, citing The
Wall Street Journal, Mr. Kavanaugh, together with an investor group
including Ron Burkle, has reached a deal to retake the firm and
music units of his studio and stakes in its sports and education
divisions.  The company intends to reorganize around its remaining
holdings and hopes to emerge from bankruptcy by Oct. 20, the
Journal said, citing people familiar with the situation.

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP, on
Oct. 4 disclosed that it has been declared the winning bidder for
the Relativity Television business via the bankruptcy auction
process.  Relativity has agreed to sell the television division,
led by Tom Forman of Relativity, for $125 million.

The TCR said Relativity will emerge post-Chapter 11 with only $30
million in debt, a significant library and its business units
fully
intact.  The divisions include: Relativity Studios, Relativity
Digital Studios, Madvine, Relativity Music, and the company's
stake
in Relativity EuropaCorp Distribution, Relativity Sports, and
Relativity Education.  All of Relativity's divisions will partner
to create compelling original content and work closely with brands
to navigate the ever-changing advertising landscape in both
traditional and digital mediums.

                    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.

On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors.  The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.


RELATIVITY MEDIA: Judge Wants Investors to Check $125MM Asset Sale
------------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that a Manhattan
bankruptcy judge refused on Oct. 5, 2015, to approve a newly
hatched bid by Relativity Media LLC to sell its television-related
assets to senior lenders for $125 million and reorganize its film
and other assets under CEO Ryan Kavanaugh, but the judge indicated
a willingness to do so once interested parties get a chance to read
up.

U.S. Bankruptcy Judge Michael E. Wiles said the deal looked like it
was above-board, with sound business goals in mind.

                    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.

On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors.  The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.


REVA MEDICAL: Accumulated Deficit at $270M as of June 30
--------------------------------------------------------
REVA Medical, Inc., in its quarterly report on for the quarter
ended June 30, 2015, said the Company has experienced recurring
losses and negative cash flows from operating activities since
inception and, as of June 30, 2015, had an accumulated deficit of
$270 million.  Until it generates revenue, and at a level to
support its cost structure, the Company expects to continue to
incur substantial operating losses and net cash outflows.  Even if
the Company does attain revenue, it may never become profitable and
even if it does attain profitable operations, the Company may not
be able to sustain that profitability or positive cash flows on a
recurring basis.  These conditions, combined with the uncertainty
of the timing of receipt of proceeds, if any, from the exercise of
warrants to purchase common stock, raise substantial doubt about
the Company's ability to continue as a going concern.

The Company had net income of $5.85 million for the three months
ended June 30, 2015, compared with a net loss of $4.83 million for
the same period in 2014.

The Company's balance sheet at June 30, 2015, showed $20.2 million
in total assets, $62.7 million in total liabilities and total
stockholders' deficit of $42.5 million.

A copy of the Form 10-Q is available at:

                       http://is.gd/AGY1Wl

REVA Medical, Inc., designs and manufactures medical devices.  The
Company offers drug-eluting bioresorbable coronary scaffolds for
the treatment of cardiovascular diseases. REVA Medical serves
customers worldwide.



ROCK CREEK: Does Not Have Enough Cash or Other Capital Resources
----------------------------------------------------------------
Rock Creek Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $843,000 for the three months ended June
30, 2015, compared with a net loss of $12.7 million for the same
period last year.

The Company's balance sheet at June 30, 2015, showed $4.16 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $6.7 million.

The Company does not have enough cash or other capital resources to
sustain its operations beyond September 2015 based on its current
operating plan, and, therefore, there is substantial doubt about
the Company's ability to continue to be a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/8jTvoM
                          
Rock Creek Pharmaceuticals, Inc. (NASDAQ:RCPI) discovers, develops,
and commercializes therapies for chronic inflammatory disease,
neurologic disorders, and behavioral health utilizing its
proprietary compounds.  The Company is currently focused on its
lead compound, anatabine citrate, which based on accumulated data,
demonstrates anti-inflammatory properties.

The Company reported a net loss of $338,000 on $nil of revenues for
the three months ended March 31, 2015, compared with a net loss of
$9.83 million on $nil of revenue for the same period last year.

The Company's balance sheet at March 31, 2015, showed $5.44 million
in total assets, $14.8 million in total liabilities, and a
stockholders' deficit of $9.36 million.


ROOFING SUPPLY: Moody's Withdraws All Ratings
---------------------------------------------
Moody's Investors Service withdrew all the ratings assigned to
Roofing Supply Group, LLC's ("RSG") and the rating outlook since
Beacon Roofing Supply, Inc. acquired it on October 1, 2015. RSG's
senior secured term loan due 2019 and its senior notes due 2020,
resulting in no outstanding debt.

Ratings Withdrawn:

  Corporate Family Rating, B3;

  Probability of Default Rating, B3-PD;

  Senior Secured Term Loan due 2019, B3(LGD4); and

  Sr Notes due 2020, Caa1, (LGD5).

RATINGS RATIONALE

Moody's has withdrawn the ratings due to the obligation being
redeemed.

Roofing Supply Group, LLC is a national distributor of roofing
products and related building materials supplying roofing
contractors, home builders, and retailers.


SABINE OIL: Court Approves PwC as Tax Consultants
-------------------------------------------------
Sabine Oil & Gas Corporation and its debtor-affiliates sought and
obtained permission from the Hon. Shelley C. Chapman of the U.S.
Bankruptcy PricewaterhouseCoopers LLP as tax consultants, nunc pro
tunc to the July 15, 2015 petition date.

The Debtors require PwC to:

   (a) provide personnel to assist the Debtors with the
       preparation of their 2014 tax return as well as other
       matters related to the preparation of the Debtors' 2015
       financial statement tax accrual;

   (b) prepare a reverse sales and use tax audit report;

   (c) provide advice, answers to questions, and/or opinions on
       tax planning or reporting matters, including with respect
       to matters involving the Internal Revenue Service;

   (d) review the Debtors' 2014 income tax return;

   (e) assist the Debtors in the analysis of their annual and
       quarterly consolidated financial statement tax accruals;

   (f) obtain an understanding of the Debtors' tax attributes; and

   (g) analyze the impact of cancellation of indebtedness on the
       Debtors' net operating losses and other tax attributes.

The hourly rates, subject to periodic adjustments, that PwC
professionals will charge pursuant to the Hourly Engagement Letters
are as follows:

  -- Loan Staff Engagement

     Federal Senior Associate             $195
     Indirect Tax Senior Associate        $155

  -- Tax Return Engagement, Tax Accrual Engagement, Tax Attribute  

     Engagement, and Tax Consulting Engagement

     Partner/Principal                 $644-$960
     Director                          $500-$649
     Manager                           $387-$541
     Senior Associate                  $293-$395
     Associate and Other Staff         $130-$316

The PwC professionals providing services to the Debtors will
consult with internal PwC bankruptcy retention and billing advisors
to ensure compliance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules,
and any other applicable procedures and orders of the Court, as
well as to decrease the overall fees associated with the
administrative aspects of PwC's engagement. The hourly rates,
subject to periodic adjustments, for these advisors are as
follows:

       Director                     $550
       Manager                      $400
       Senior Associate             $225
       Associate and Other Staff    $225
       Paraprofessional             $150

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

Maria Collman, partner of PwC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

PwC can be reached at:

       Maria Collman
       PricewaterhouseCoopers LLP
       1000 Louisiana, Suite 5800
       Houston, TX 77002
       Tel: (713) 356-4000
       Fax: (713) 356-4717

                       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: Three-Member Creditors' Committee Formed
----------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.

The unsecured creditors are:

     (1) Wilmington Trust N.A.
         Indenture Trustee
         Attn: Peter F. Finkel
         50 South Sixth St., Ste. 1290
         Minneapolis, MN 55402
         Phone: 612-217-5629
         Fax: 612-217-5651

     (2) Nabors Drilling USA, LP
         Attn: Lauri J. McDonald
         515 W. Greens Rd.
         Houston, TX 77067
         Phone: 281-775-8175
         Fax: 281-775-8431

     (3) Pentwater Capital Management LP
         Attn: Luke Corning
         614 Davis St.
         Evanston, IL 60201
         Phone: 312-589-6416
         Fax: 312-589-6499

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                      About Samson Resources

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer.  The Debtors estimated assets and
liabilities of more than $1 billion.

Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker.  Garden City Group, LLC serves as claims and noticing agent
to the Debtors.



SAMSON RESOURCES: US Trustee to Hold Sec. 341 Meeting on Oct. 22
----------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, has requested the
Clerk of Bankruptcy Court to schedule a meeting of creditors of
Samson Resources Corp. on Oct. 22, at 10:30 a.m.

Mr. Vara plans to hold the meeting at J. Caleb Boggs Federal
Building, Room 2112, 844 N. King Street, in Wilmington, Delaware.

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 Samson Resources

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer.  The Debtors estimated assets and
liabilities of more than $1 billion.

Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker.  Garden City Group, LLC serves as claims and noticing agent
to the Debtors.


SPIVEY COMMUNITY: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Spivey Community Church, Inc.
            dba The Tabernacle Family Worship Center
        3887 Walt Stephens Road
        Stockbridge, GA 30281

Case No.: 15-69105

Chapter 11 Petition Date: October 5, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Harold L. Boone, Jr., Esq.
                  GRANVILLE SHY, LLC
                  Suite 390
                  1691 Phoenix Blvd.
                  Atlanta, GA 30349
                  Tel: (678) 604-7948
                  Fax: (770) 892-1805
                  Email: hboone@granvilleshy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Prince Owens, chief executive officer
and chairman of the Board.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-69105.pdf


SRP PLAZA: Debtor, Bank Working on Consensual Plan
--------------------------------------------------
At the behest of SRP Plaza L.P., and secured creditor U.S. Bank,
N.A., Judge August B. Landis has agreed to continue from Sept. 30,
2015, to Oct. 21, 2015 at 1:30 p.m., the hearing to consider
approval of the disclosure statement explaining SRP Plaza's
proposed reorganization plan.

The Debtor on Aug. 14, 2015, filed its proposed Plan of
Reorganization and explanatory Disclosure Statement.  

Pursuant to the Plan, the allowed secured claim of U.S. Bank (Class
1), which includes the outstanding principal of $7.30 million on a
loan, will be refinanced and modified such that the loan will have
a maturity date of 120 months, there will be monthly payments of
principal and interest, and interest will accrue at 4.6% per
annum.  Holders of other secured claims (Class 2) will be paid in
full in 12 equal monthly payments with post-Effective Date interest
at the Federal Judgment Rate.  Holders of priority non-tax claims
(Class 3) will be paid in full on the first business day after the
Effective Date.  Holders of unsecured claims (Class 4) will receive
payment of 100% of their claims six months after entry of the
confirmation order, with simple interest at a rate of 3%.  Holders
of equity interests (Class 5) will retain their legal interest.
Classes 3 and 5 are unimpaired.  The impaired classes -- Classes 1,
2 and 4 -- would be entitled to vote on the Plan.

The parties, however, have conferred and have determined that they
believe that they have reached an agreement with regards to the
repayment terms for the claim of Secured Lender, and that it would
be in the best interest for the Parties and the Chapter 11 estate,
that a joint consensual plan of reorganization be worked towards
and filed once agreed upon in form.

Therefore, the Debtor and U.S. Bank have sought and obtained
approval of a stipulation that continued the hearing on the
Disclosure Statement to Oct. 21, 2015, at 1:30 p.m., to allow the
Parties to prepare and notice the necessary amended Disclosure
Statement and Plan.

As of Oct. 5, 2015, the Debtor has not yet filed a revised plan.

                         About SRP Plaza

SRP Plaza, L.P., is the owner of a retail shopping center commonly
known as "Mission Paseo Shopping Center" with addresses of 6985
and 7005 West Sahara Avenue and 2555 and 2585 South Rainbow
Boulevard, Las Vegas, Nevada.  SRP Plaza, L.P., a Single Asset
Real Estate, filed a Chapter 11 petition (Bankr. D. Nev. Case No.
15-12127) on April 16, 2015, to halt a receiver from taking
Control of the property.

U.S. Bank National Association, as successor trustee for the
registered holders of Bear Stearns Commercial Mortgage Securities,
Inc., Commercial Pass-Through Certificates, Series 20015-PW37,
declared an event of default under a Deed of Trust dated on
Dec. 7, 2004, and recorded against the real property of SRP on
Dec. 9, 2004 as Instrument No. 20041209-0003438.

On March 31, 2014, the Bank filed a complaint for appointment of a
receiver in the Eight Judicial District Court, Clark County,
Nevada, being Case No. A-15-71622 against SRP, and on April 9,
2015, filed an application for the appointment of a receiver
seeking the potential seizure of control of SRP's property, which
actions, if allowed to proceed, would cause significant and
irreparable harm to SPR, its creditors and other
parties-in-interest.

The bankruptcy case is assigned to Judge August B. Landis.  The
Debtor disclosed $10,481,975 in assets and $7,327,546 in
liabilities as of the Chapter 11 filing.

SRP Plaza is represented by Zachariah Larson, Esq., Matthew C.
Zirzow, Esq. and Shara L. Larson, Esq. at Larson & Zirzow, LLC in
Las Vegas, Nevada.


SS DREAMBUILDERS: Ordered to File Required Documents
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has directed SS Dreambuilders LLC to file these documents:

* Summary of Schedules (Official Form 6)

* Schedule A − Real Property (Official Form 6)

* Schedule B − Personal Property (Official Form 6)

* Schedule D − Creditors Holding Secured Claims (Official Form
6)

* Schedule E − Creditors Holding Unsecured Priority Claims
                (Official Form 6)

* Schedule F − Creditors Holding Unsecured Nonpriority Claims
                (Official Form 6)

* Schedule G − Executory Contracts and Unexpired Leases
(Official
                Form 6)

* Schedule H − Codebtors (Official Form 6)

* Declaration Concerning Debtor's Schedules (Official Form 6)

* Statement of Financial Affairs (Official Form 7)

* Application to Employ Counsel

The Court said it may dismiss the case without further notice or
hearing if within 14 days from Oct. 5, 2015, the Debtor fails to
either file: (a) the documents, (b) a written request to extend the
time to do so; (c) a written request for an order excusing the
filing of the documents.

                       About SS Dreambuilders

SS Dreambuilders LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Cal. Case No. 15-43052) on Oct. 4, 2015.  Sophie Han signed
the petition as managing member.  The Debtor estimated assets of
$10 million to $50 million and liabilities of at least $1 million.
Moher Law Group represents the Debtor as counsel.  Judge Roger L.
Efremsky is assigned to the case.


SS DREAMBUILDERS: Section 341 Meeting Scheduled for Nov. 2
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of SS Dreambuilders
LLC will be held on Nov. 2, 2015, at 9:00 a.m. at Oakland U.S.
Trustee Office.  Proofs of claim are due by Feb. 1, 2016.

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

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

                       About SS Dreambuilders

SS Dreambuilders LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Cal. Case No. 15-43052) on Oct. 4, 2015.  Sophie Han signed
the petition as managing member.  The Debtor estimated assets of
$10 million to $50 million and liabilities of at least $1 million.
Moher Law Group represents the Debtor as counsel.  Judge Roger L.
Efremsky is assigned to the case.


STATEWIDE AMBULETTE: Case Summary & 14 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Statewide Ambulette Service, Inc.
        121 Montgomery Avenue
        Scarsdale, NY 10583

Case No.: 15-23451

Chapter 11 Petition Date: October 5, 2015

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Todd S. Cushner, Esq.
                  GARVEY TIRELLI & CUSHNER LTD.
                  50 Main Street, Suite 390
                  White Plains, NY 10606
                  Tel: 914-946-2200
                  Fax: 914-946-1300
                  Email: todd@thegtcfirm.com

Total Assets: $1.18 million

Total Liabilities: $2.98 million

The petition was signed by Matthew Hebel, secretary.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb15-23451.pdf


STERIGENICS-NORDION: DOE Funding No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service commented that Sterigenics-Nordion
Holdings, LLC's ("Sterigenics"; B2 Negative) announcement on Oct.
1, 2015, that the government would provide funding to help develop
alternate nuclear raw materials is a credit positive. However,
there is no effect on Sterigenics' current B2 Corporate Family
Rating. The rating outlook is negative.

"This new funding is credit positive in that it reduces the amount
of cash that Sterigenics will need to invest to establish a new
source of a key raw material " stated Chedly Louis, Moody's Vice
President and Senior Analyst.



SULLIVAN INTERNATIONAL: Creditors Panel Opposes Conversion to Ch. 7
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the United
States Bankruptcy Court for the Southern District of California to
deny the Emergency Motion for Conversion to Chapter 7 filed by
Sullivan International Group, Inc., unless the conversion is
expressly tied to federal government contract novations.

The Committee reluctantly acknowledges that the Chapter 11 case
should be converted to one under Chapter 7. However, the Committee
disagrees with the Debtor's assessment of when the case should be
converted.  Regardless of how likely this outcome is, it is not a
risk that should be absorbed by the estate, especially given how
much time and effort -- especially by Committee professionals --
has been invested in the sale process, the Committee asserts.
Conversion should be delayed until the time as: (a) orders
approving the pending sale transactions have been entered; and (b)
novations of any federal contracts requiring them have been
obtained, the Committee adds.

The Official Committee of Unsecured Creditors is represented by:

          Thomas R. Fawkes, P.C., Esq.
          Brian J. Jackiw, P.C., Esq.
          GOLDSTEIN & MCCLINTOCK LLLP
          208 S. LaSalle Street, Suite 1750
          Chicago, Illinois 60604
          Tel: (312) 337-7700
          Fax: (312) 277-2305
          Email: tomf@restructuringshop.com
                 brianj@restructuringshop.com

             -- and --

          Christopher Celentino, Esq.
          BALLARD SPAHR LLP
          655 West Broadway, Suite 1600
          San Diego, California 92101-8494
          Tel: (619) 487-0797
          Fax: (619) 969-9269
          Email: celentinoc@ballardspahr.com

                       About Sullivan International

Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
Steven E. Sullivan signed the petition as chief executive officer.
The Debtor disclosed total assets of $16.27 million and total
Debts of $17.25 million.  James P. Hill, Esq., at Sullivan, Hill,
Lewin, Rez & Engel, APLC, in San Diego, represents the Debtor as
counsel.  3C Advisors & Associates, Inc., serves as financial
advisor.

In an amended schedules, the Debtor disclosed total assets of
$16,154,825 and total liabilities of $17,542,093 as of the
Petition
Date.

The U.S. Trustee overseeing the Debtor's bankruptcy case appointed
DeNovo Constructors Inc., Tetra Tech Inc., Park Construction Co.,
Energy Solutions, Wittie Letsche & Waldo LLP, Lawson Environmental
Service, Meyer Construction Inc., Cascade Drilling LP, and
McMillin
NTC 903/904 LLC to serve on the official committee of unsecured
creditors.  The Committee is represented by Thomas R. Fawkes,
Esq.,
and Brian J. Jackiw, Esq., at Goldstein & McClintock LLLP, and
Ballard Spahr LLP as its local co-counsel.


SUNTRUST PREFERRED I: Fitch Hikes Preferred Stock Rating to 'BB'
----------------------------------------------------------------
Fitch Ratings has upgraded SunTrust Banks Inc.'s (STI) ratings to
'A-' from 'BBB+'. The Rating Outlook has been revised to Stable
from Positive. The upgrade reflects an improved earnings profile
that has converged to peer averages, good asset quality
performance, and continual enhancements to the company's balanced
and diverse business mix.

The rating action follows a periodic review of the large regional
banking group, which includes BB&T Corporation (BBT), Capital One
Finance Corporation (COF), Comerica Incorporated (CMA), Fifth Third
Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY),
M&T Bank Corporation (MTB), MUFG Americas Holding Corporation
(MUAH), PNC Financial Services Group (PNC), Regions Financial
Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB),
Wells Fargo & Company (WFC), and Zions Bancorporation (ZION).

Company-specific rating rationales for the other banks are
published separately, and for further discussion of the large
regional bank sector in general, refer to the special report titled
'Large Regional Bank Periodic Review,' to be published shortly.

KEY RATING DRIVERS

IDRs, VRs and Senior Debt

SunTrust Banks, Inc.'s (STI) earnings continue to exhibit
improvement, and have since converged to large regional bank
averages. STI's earnings benefit from a solid level of non-interest
income, with revenues primarily from deposit service charges,
investment banking, trading income, mortgage revenues, as well as
trust and investment management income.

While deposit costs are roughly in line with its peers, STI's loan
yields are lower than the other large regional banks, contributing
to a relatively weaker net interest margin than its peers. To
address its earnings profile, one of STI's overarching strategic
objectives over the near term is to improve its efficiency.

STI's ratings also reflect the company's balanced consumer and
commercial banking franchise, as well as a national mortgage
banking franchise and a sizable and strong middle-market focused
capital markets business. Since the financial crisis, STI has
materially reduced its reliance on residential real estate, with
more diversification between consumer and commercial loans, now
comprising 45% and 55% of total loans, respectively, as of June 30,
2015.

STI has an attractive retail franchise with the number one share of
deposits in Georgia, and the number three share in both Florida and
Tennessee. The franchise includes many states with favorable
demographic trends in the Southeast and Mid-Atlantic.

STI reported continued asset quality improvement in 2Q'15, with
still very low balances of net charge-offs (NCOs) and continuing
improvement in nonaccrual balances. STI's view of through-the-cycle
loan losses is between 40 basis points (bps) and 70bps. With NCOs
in 2Q'15 at just 26bps, Fitch expects some credit deterioration for
STI, as well as the industry, as credit losses are likely at
unsustainably low levels.

STI's level of non-performing assets (NPAs) remains somewhat
elevated; however, this includes a large balance of
mortgage-related troubled debt restructurings (TDRs). However, 97%
of these accruing TDRs are current, mitigating the credit risk in
the pool of modified loans. Excluding the accruing TDRs from
problem asset totals, STI's ratio of NPAs to total loans and
foreclosed real estate falls to the second lowest of the large
regional banking peer group.

STI's securities portfolio continues to present nominal credit risk
with approximately 96% of its holdings related to either agency
mortgage-backed securities or U.S. Treasuries/agency debt, one of
the highest levels among the large regional banks.

STI estimates its fully phased-in Common Equity Tier 1 ratio under
Basel III was 9.8% as of June 30, 2015. This is somewhat below the
peer average, though still high in absolute terms, and well above
the requirement of 7%. STI received no objection to its capital
plan this year, and quantitatively, performed well relative to
other large regional peers. Its level of capital erosion under
DFAST, or the starting Tier 1 common ratio less the minimum ratio
under the severely adverse scenario tied for the third best of the
large regional peers group. STI's internal results were very
similar to regulatory results as well. STI did similarly well
during last year's CCAR test.

STI's liquidity profile remains stable. Compared with large
regional peers, STI's loan-to-deposit (LTD) ratio is on the higher
end, although other liquidity metrics, percentage of liquid assets,
and wholesale funding, are better. STI disclosed that its LCR
continues to exceed the Jan. 1, 2016 requirement of 90%.

STI has access to diversified sources of funding, including
deposits, FHLB advances, and access to the capital markets. In
addition, STI completed its first indirect automobile
securitization in eight years in 2Q15, taking around $1 billion of
relatively low returning assets off the balance sheet. STI has also
sold government guaranteed student loans in the past. Fitch views
STI's funding profile as solid, which is reflected in the company's
newly upgraded credit rating.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

STI's subordinated debt is notched one level below its VR of 'a-'
for loss severity. STI's preferred stock is notched five levels
below its VR, two times for loss severity and three times for
non-performance, while its trust preferred securities are notched
two times from the VR for loss severity and two times for
non-performance. These ratings are in accordance with Fitch's
criteria and assessment of the instruments' non-performance and
loss severity risk profiles and have thus been upgraded due to the
upgrade of the VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The uninsured deposit ratings of SunTrust Bank are rated one notch
higher than STI's IDR and senior unsecured debt because U.S.
uninsured deposits benefit from depositor preference. U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default.

HOLDING COMPANY

STI's IDR and VR are equalized with those of its bank, reflecting
its role as the bank holding company, which is mandated in the U.S.
to act as a source of strength for its bank subsidiaries. Ratings
are also equalized reflecting the very close correlation between
holding company and subsidiary failure and default probabilities.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

VR, IDRs and Senior Unsecured Debt

At STI's new rating level, Fitch envisions little near-term upward
ratings momentum. Fitch's rating action expects further improvement
in reported earnings measures over the medium term. The upgrade
also assumes that capital will be deployed gradually over the near
term. If capital is maintained at appropriate levels, asset quality
remains good, and STI's earnings performance consistently improves
to levels above the peer average, there could be further upside to
STI's ratings.

Conversely, a meaningful deterioration in capital or asset quality
may prompt negative rating action, though Fitch expects some level
of mean reversion in loan losses, as well as a reduction in capital
ratios over time. Long-term capital targets are expected to remain
between 8% and 9.5% for the large regional bank peer group. For
those banks whose long-term capital targets fall to the lower end
of that range, Fitch expects they will also have superior earnings
profiles that provide for adequate capital generation capabilities.
Absent that, there could be negative rating actions.

While not anticipated, greater reliance on more volatile capital
markets revenues may be a constraint to further upside in the
company's ratings. On average, investment banking and trading
income accounts for around 8% of revenues. A sustained reliance of
greater than 20% to 25% may constrain further upside ratings
momentum.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings for STI and its operating companies' subordinated debt
and preferred stock are sensitive to any change to STI's VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The long-and short-term deposit ratings are sensitive to any change
to STI's long- and short-term IDR.

HOLDING COMPANY

Should STI's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies. This is viewed as
unlikely, though, for STI given the strength of the holding company
liquidity profile.

SUPPORT AND SUPPORT RATING FLOOR

Since STI's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.

FULL LIST OF RATING ACTIONS

The rating actions are as follows:

SunTrust Banks, Inc.

-- Long-term IDR upgraded to 'A-' from 'BBB+'; Outlook Stable;
-- Short-term IDR upgraded to 'F1' from 'F2';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Preferred stock upgraded to 'BB' from 'BB-';
-- Senior debt upgraded to 'A-' from 'BBB+';
-- Subordinated debt upgraded to 'BBB+' from 'BBB';
-- Short-term debt upgraded to 'F1' from 'F2';
-- Support affirmed at 5;
-- Support Floor affirmed at 'NF'.

SunTrust Bank

-- Long-term IDR upgraded to 'A-' from 'BBB+'; Outlook Stable;
-- Short-term IDR upgraded to 'F1' from 'F2';
-- Viability Rating upgraded to 'a-' from 'bbb+';
-- Long-term deposits upgraded to 'A' from 'A-';
-- Market-linked securities upgraded to 'Aemr' from 'A-emr';
-- Senior notes upgraded to 'A-' from 'BBB+';
-- Short-term deposits upgraded to 'F1' from 'F2';
-- Subordinated debt upgraded to 'BBB+' from 'BBB';
-- Short-term debt upgraded to 'F1' from 'F2';
-- Support affirmed at 5;
-- Support Floor affirmed at 'NF'.

SunTrust Capital I
SunTrust Capital III
National Commerce Capital Trust I

-- Preferred stock upgraded to 'BB+' from 'BB'.

SunTrust Preferred Capital I

-- Preferred stock upgraded to 'BB' from 'BB-'.



SWISHER HYGIENE: Neg. Cash Flows Raise Going Concern Doubt
----------------------------------------------------------
Swisher Hygiene Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $7.69 million on $44.8 million of total revenue for the three
months ended June 30, 2015, compared to a net loss of $15.2 million
on $50.0 million of total revenue for the same period in 2014.

The Company's balance sheet at June 30, 2015, showed $94.3 million
in total assets, $29.4 million in total liabilities and total
equity of $65.0 million.

The Company has suffered recurring losses from operations and has
not generated positive cash flows from operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/cDtklK
                          
Charlotte, N.C.-based Swisher Hygiene Inc. provides essential
hygiene and sanitizing solutions.  The Company's solutions include
cleaning and sanitizing chemicals, restroom hygiene programs and a
range of related products and services.

The Company reported a net loss of $8.83 million on $43.8 million
of revenues for the three months ended Mar. 31, 2015, compared with

a net loss of $13.8 million on $48.3 million of revenue for the
same period last year.

The Company's balance sheet at Mar. 31, 2015, showed $105 million
in total assets, $32.0 million in total liabilities, and
stockholders' equity of $72.5 million.


TRAVELBRANDS INC: Claims Bar Date Set for October 28
----------------------------------------------------
The Ontario Superior Court of Justice set Oct. 28, 2015, at 5:00
p.m. (Toronto Time) as deadline for persons to file proofs of claim
against TravelBrands Inc.

The restructuring period claims bar date is 5:00 p.m. (Toronto
Time) on the later of the claims bar date and the date that is
seven calendar days after termination, repudiation or resiliation
of the agreement or other event giving rise to the restructuring
period claim.

Creditor requiring information may contact:

   KPMG Inc.
   Court-appointed monitor of TravelBrands Inc.
   Attn: Marcel Rethore
   333 Bay Street, Suite 4600
   Toronto, ON M5H 2S5
   Tel: (416) 777 8040 or
        (855) 222 8084
   Fax: (416) 777 3364
   Email: mrethore@kmpg.ca
          TBcreditorinquiries@kpmg.ca

TravelBrands Inc. -- http://www.travelbrands.com/-- provides  
travel agency services.  The Company offers vacation packages to
Mexico, the Caribbean, Costa Rica, the United States, and other
countries.

The Ontario Superior Court of Justice appointed KPMG Inc. as
monitor for TravelBrands Inc., in the company's proceedings under
the Companies' Creditors Arrangement Act pursuant to an order
dated
May 27, 2015.


TRAVELBRANDS INC: Creditor's Meeting Slated for October 30
----------------------------------------------------------
A meeting of creditors of TravelBrands Inc. will be held on Oct.
30, 2015, at 10:00 a.m. (Toronto Time) at Olser, Hoskin & Harcourt
LLP, Suite 6300, 1 First Canadian Place in Toronto, Ontario.

The meeting of creditors who are entitled to vote on a plan of
compromise or arrangement proposed by the Company under the
Companies' Creditors Arrangement Act will be held for these
purposes:

  a) to consider and, if deemed advisable, to pass, with or without
variation, a resolution to approve the Plan, and;

  b) to transact other business as may properly come before the
meeting or any adjournment thereof.

TravelBrands Inc. -- http://www.travelbrands.com/-- provides  
travel agency services.  The Company offers vacation packages to
Mexico, the Caribbean, Costa Rica, the United States, and other
countries.

The Ontario Superior Court of Justice appointed KPMG Inc. as
monitor for TravelBrands Inc., in the company's proceedings under
the Companies' Creditors Arrangement Act pursuant to an order
dated
May 27, 2015.


UCI HOLDINGS: S&P Affirms 'CCC+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on UCI Holdings Ltd. to stable from negative. We also
affirmed our 'CCC+' corporate credit rating on the company.

"At the same time, we raised the issue-level rating on the
company's senior unsecured notes to 'CCC' from 'CCC-' and revised
the recovery rating on the notes to '5' from '6', which indicates
modest (10% to 30%; lower half of the range) recovery in the event
of a default. We also withdrew the ratings on the company's senior
secured debt."

"The outlook is stable, reflecting our view that the risk of UCI
not refinancing its $75 million revolving credit facility over the
next 12 months has been removed," said Standard & Poor's credit
analyst Lawrence Orlowski.

"As a result, we believe UCI has greater flexibility to stabilize
its business and generate free operating cash flow in 2016."

"We could lower the ratings within the next 12 months if UCI
continues to face persistently weaker consumer demand for its
aftermarket products or lower customer pricing, thereby generating
negative cash flow and weakening its liquidity position."

"To consider an upgrade, we would look for the company to buttress
its competitive position and to improve operating performance,
likely through the result of cost-saving initiatives. Better credit
measures, such as debt to EBITDA approaching 5x and free operating
cash flow staying positive, would confirm the company was making
progress in its recovery."



WALTER ENERGY: Dominion Sues Walter Black for ORRI Ruling
---------------------------------------------------------
Dominion Resources Black Warrior Trust instituted an adversary
proceeding against debtor Walter Black Warrior Basin, LLC, by
filing a complaint and application for preliminary and permanent
injunction with the U.S. Bankruptcy Court for the Northern District
of Alabama, Southern Division.

Dominion seeks:

     (i) a declaratory judgment that the overriding royalty
interest ("ORRI") is a real property interest;

     (ii) a declaratory judgment that the ORRI and the Production
Proceeds are not property of the estate; and

     (iii) a preliminary injunction which: (a) obligates the Debtor
to segregate the Production Proceeds attributable to the ORRI; (b)
prevents the Debtor from encumbering the Production Proceeds; and
(c) obligates the Debtor to continue to distribute the Production
Proceeds to Dominion in accordance with the Conveyance and Alabama
law.

Dominion relates that it owns an ORRI in gas wells operated by
Walter Black Warrior Basin LLC, one of the Debtors in the
bankruptcy case.  Dominion notes that under Alabama law, an ORRI is
a real property interest.  Dominion further relates that as the
operator, Walter Black sells the gas produced, on behalf of the
interest owners, to Alabama Gas Corporation.  Dominion contends
that the proceeds from the sale of Dominion's share of the gas
("Production Proceeds") are not property of the estate.  It notes
that the governing ORRI Conveyance between Dominion and the Debtor,
obligates the Debtor to distribute, pursuant to an agreed schedule,
Dominion's proportionate share of the Production Proceeds. Dominion
further notes that the next distribution of the Production Proceeds
was due Aug. 14, 2015, totals $983,828, and represents its share of
gas produced during the months of April, May, and June 2015.

Dominion tells the Court that the Debtor has indicated that it will
not distribute the Production Proceeds to Dominion, despite the
fact that the Production Proceeds are not and have never been the
Debtor's property. Dominion further tells the Court that the Debtor
refuses to segregate the Production Proceeds such that those monies
will not be subject to liens of other creditors or used to pay the
Debtors' other obligations.

Lee R. Benton, Esq., at Benton and Centeno, LLP in Birmingham,
Alabama, asserts that the Debtor's refusal to segregate the
Production Proceeds and subjecting them to liens of third parties
places those funds, which are not property of the estate, in
jeopardy of never being paid to Dominion.  Mr. Benton contends that
if that occurs, the consequences to the beneficiaries of Dominion
will be dire.  He further contends that Dominion's beneficial
interests -- which trade on the New York Stock Exchange ("NYSE") --
could be delisted from the NYSE.  He adds that if Dominion does not
receive two consecutive distributions, Dominion as a trust, will
likely terminate forcing the Trustee to sell the ORRI.  Mr. Benton
contends that either instance would cause severe and unnecessary
harm to the hundreds of Dominion's beneficiaries.

Dominion is represented by:

          Lee R. Benton, Esq.
          Jamie A. Wilson, Esq.
          BENTON & CENTENO LLP
          2019 Third Avenue North
          Birmingham, AL 35203
          Telephone: (205)278-8000
          Facsimile: (205)278-3492
          E-mail: lbenton@bcattys.com
                  jwilson@bcattys.com

                 - and -

          Tye C. Hancock, Esq.
          Robert L. Paddock, Esq.
          Joseph E. Bain, Esq.
          THOMPSON & KNIGHT LLP
          333 Clay Street, Suite 3300
          Houston, Texas 77002
          Telephone: (713)654-8111
          Facsimile: (713)654-1871
          E-mail: tye.hancock@tklaw.com
                  robert.paddock@tklaw.com
                  joseph.bain@tklaw.com

                       About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly  
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in
Birmingham, Alabama on July 15, 2015.  The Debtors tapped Paul,
Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult
Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and
employment counsel; Maynard, Cooper & Gale, P.C., as special
counsel; Blackstone Advisory Services, L.P., as investment banker;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

J. Thomas Corbett, the bankruptcy administrator for the Northern
District of Alabama, formed the official committee of unsecured
creditors on July 30, 2015.



WALTER ENERGY: Seeks Appointment of Fee Examiner
------------------------------------------------
J. Thomas Corbett, the Bankruptcy Administrator for the Northern
District of Alabama, together with Walter Energy, Inc. and its
affiliated Debtors, ask the U.S. Bankruptcy Court for the Northern
District of Alabama, Southern Division, to authorize the
appointment of an independent fee examiner to audit the
professionals' fee applications.

The Bankruptcy Administrator and the Debtors relate that the
Chapter 11 cases are large and complex, with two statutory
committees, and require the retention of numerous Professionals.
They further relate that the Court has approved the retention of at
least 12 professionals already and that they expect that a
significant number of fee applications will be filed and will
require review on a monthly, quarterly and final basis.  They tell
the Court that the appointment of an experienced and objective Fee
Examiner will ensure uniformity and efficiency of review, and will
assist the Bankruptcy Administrator and the Court with the
compensation approval process.

The Bankruptcy Administrator is represented by:

          J. Thomas Corbett, Esq.
          1800 5th Avenue North
          Birmingham, AL 35203
          Telephone: (205)714-3830
          Facsimile: (205)909-9436
          E-mail: Thomas_Corbett@alnba.uscourts.gov

Walter Energy is represented by:

          Patrick Darby, Esq.
          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Telephone: (205)521-8000
          E-mail: pdarby@babc.com
                  jbender@babc.com
                  ccmoore@babc.com
                  jbailey@babc.com

                 - and -

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          Ann K. Young, Esq.
          Michael S. Rudnick, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Telephone: (212)373-3000
          E-mail: sshimshak@paulweiss.com
                  kcornish@paulweiss.com
                  ctobler@paulweiss.com
                  ayoung@paulweiss.com
                  mrudnick@paulweiss.com

                       About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly    
traded "pure-play" metallurgical coal producer for the global
steel industry with strategic access to steel producers in Europe,
Asia and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in
Birmingham, Alabama on July 15, 2015.  The Debtors tapped Paul,
Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult
Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and
employment counsel; Maynard, Cooper & Gale, P.C., as special
counsel; Blackstone Advisory Services, L.P., as investment banker;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.

Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.

J. Thomas Corbett, the bankruptcy administrator for the Northern
District of Alabama, has appointed 13 members to the official
committee of unsecured creditors, including Pension Benefit
Guaranty Corp. and Nelson Brothers, LLC.



ZIONS BANCORP: Fitch Affirms 'BB+' Subordinated Debt Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Zions Bancorporation's ratings at
'BBB-/F3'. The Rating Outlook remains Stable.

The rating action follows a periodic review of the large regional
banking group, which includes BB&T Corporation (BBT), Capital One
Finance Corporation (COF), Comerica Incorporated (CMA), Fifth Third
Bancorp (FITB), Huntington Bancshares Inc. (HBAN), Keycorp (KEY),
M&T Bank Corporation (MTB), MUFG Americas Holding Corporation
(MUAH), PNC Financial Services Group (PNC), Regions Financial
Corporation (RF), SunTrust Banks Inc. (STI), US Bancorp (USB),
Wells Fargo & Company (WFC), and Zions Bancorporation (ZION).

Company-specific rating rationales for the other banks are
published separately, and for further discussion of the large
regional bank sector in general, refer to the special report titled
'Large Regional Bank Periodic Review,' to be published shortly.

KEY RATING DRIVERS

IDRs, VRs, AND SENIOR DEBT

The affirmation reflects ZION's solid franchise in the Western
United States and maintenance of adequate capital in light of
stress-testing and expected asset quality pressure from the
prolonged period of low energy prices. ZION's rating remains lower
than peers and toward the lower end of its long-term rating
potential due to the company's continued weak earnings performance.


The Stable Outlook reflects Fitch's expectation that earnings
challenges will persist in the near-to-intermediate term relative
to peer banks. Moreover, the Stable Outlook reflects Fitch's
expectation that asset quality issues related to the energy sector
should be manageable.

Fitch views ZION's tepid current and expected earnings performance
as a primary rating driver and a rating constraint. Even when
stripping out one-time expense items such as realized losses on the
sale of the company's collateralized debt obligations (CDOs) over
recent quarters as well as debt-extinguishment costs, performance
is relatively weak. Fitch notes that the median ROA for the large
regional peer group through second quarter 2015 (2Q15) was 1.06%
compared to ZION's of 38 basis points (bps). Stripping out one-time
costs, Fitch estimates ZION's return on asset (ROA) at just under
70bps, still well-below peers.

In late 2Q15, management announced a major strategic initiative in
order to address the company's relative earnings underperformance.
The plan includes actions such as consolidating its seven bank
charters into one, consolidating risk and other back-office
functions and creating a position with the organizational chart to
lead ZION's efforts in growing and diversifying its level of
noninterest income.

Fitch generally views this strategic initiative favorably given
some of the efficiencies that should be gained as well as the
potential impact that additional fee income could have on ZION's
operating results. Still, Fitch notes that the plan is still in its
early stages and has not been fully executed upon yet. Therefore,
rating actions will be predicated on evidence of successful
execution on this and future strategic initiatives.

Fitch views capital levels as adequate in light of the company's
current rating, balance sheet composition and earnings performance.
After quantitatively failing the Fed's CCAR process in 2014, ZION
passed this year's annual stress test, albeit by just 10bps. ZION's
Tier 1 Common capital ratio of 5.1% was the lowest result in this
year's stress test and over 200bps lower than the peer median under
the severely adverse scenario. Fitch also notes that ZION had the
largest decline in its Tier 1 Common capital ratios in both the
2014 and 2015 stress tests.

The divestiture of the company's remaining CDO book should be a net
positive for stress testing going forward given how the investments
were treated from a loss content and risk-weighting perspective.
Still, Fitch views this year's and last year's results as
indicative of the company's balance sheet risk as well as its weak
earnings performance which is unable to augment capital levels as
much under a stress scenario compared to higher rated peers.

ZION's asset quality remains good and has shown continued
improvement year-over-year. However, Fitch notes that credit
quality will likely be pressured over the near to intermediate term
due to the company's exposure to the energy sector. Loans
energy-related companies make up around 7% of total loans, the
second highest level in the large regional peer group. The book has
performed relatively well thus far and the shared national credit
exam did not sure to an outsized provision to the allowance or
significant downgrades. Nevertheless, Fitch expects credit quality
deterioration to percolate going forward as energy prices remain
depressed and borrower cash flows are stressed. This expectation is
incorporated into today's rating action.

Moreover, Fitch expects deterioration in ZION's commercial real
estate (specifically, loans collateralized by office buildings) and
multifamily portfolios given the secondary and tertiary economic
impact to some of the company's core operating markets in Texas and
the Southwest. However, Fitch expects ZION to reasonably control
credit losses on the whole and for the impact on earnings and
capital to be manageable. This expectation is supported by what
Fitch views as solid underwriting of energy credits evidenced by
fairly nominal credit losses during previous energy cycles.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

ZION's subordinated debt is notched one level below its VR of
'bbb-' for loss severity. ZION's preferred stock is notched five
levels below its VR, two times for loss severity and three times
for non-performance, while ZION's trust preferred securities are
notched four times from the VR (two times from the VR for loss
severity and two times for non-performance). These ratings are in
accordance with Fitch's criteria and assessment of the instruments
non-performance and loss severity risk profiles and have thus been
affirmed due to the affirmation of the VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The uninsured deposit ratings of ZION are rated one notch higher
than ZION's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default.

HOLDING COMPANY

ZION's IDR and VR are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. Ratings are also equalized
reflecting the very close correlation between holding company and
subsidiary failure and default probabilities.

SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of ZION's bank subsidiaries are equalized with
ZION's IDR reflecting Fitch's view that they benefit from the
cross-guarantee mechanism in the U.S. under FIRREA.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

VR, IDRs, AND SENIOR DEBT

As noted above, Fitch believes ZION's ratings are at the lower end
of their potential range. Over the intermediate to longer term
horizon, modest positive rating momentum would likely be driven by
a convergence of earnings performance with higher rated peers while
maintaining strong capital levels and adequate risk controls.
Specifically, to the extent that Fitch observes the strategic
initiatives mentioned above gaining traction and resulting in
positive operating leverage while capital is managed conservatively
and regulatory hurdles such as stress-testing are passed both
quantitatively and qualitatively, positive rating action could
ensue.

Fitch does not expect so see downward rating pressure on ZION in
the near term. However, if asset quality deterioration is outsized
relative to peer banks, measured by percentage increases in
nonperforming loans or net charge-offs, pressure could be placed on
ZION's rating or outlook. Moreover, should the company have
governance and/or risk management issues such as a failed CCAR
result on a quantitative or qualitative basis, Fitch would likely
take negative rating action.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings for ZION and its operating companies' subordinated debt
and preferred stock are sensitive to any change to ZION's VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The long-and short-term deposit ratings are sensitive to any change
to ZION's long-and short-term IDR.

HOLDING COMPANY

Should ZION's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies.

RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY

As the IDRs and VRs of the subsidiaries are equalized with those of
ZION to reflect support from their ultimate parent, they are
sensitive to changes in the parent's propensity to provide support,
which Fitch currently does not expect, or from changes in ZION's
IDRs.

SUPPORT RATING AND SUPPORT RATING FLOOR

Since ZION's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.


The rating actions are as follows:

Fitch has affirmed the following ratings:

Zions Bancorporation
-- Long-term Issuer Default Rating (IDR) at 'BBB-';
-- Short-term IDR at 'F3';
-- Viability at 'bbb-';
-- Senior unsecured debt at 'BBB-';
-- Subordinated debt at 'BB+';
-- Short-term debt at 'F3';
-- Preferred stock at 'B';
-- Support at '5';
-- Support Floor at 'NF'.

Zions First National Bank
Amegy Bank N.A.
California Bank & Trust
Commerce Bank of Oregon (The)
Commerce Bank of Washington (The)
National Bank of Arizona
Nevada State Bank

Vectra Bank Colorado NA

-- Long-term IDR at 'BBB-';
-- Short-term IDR at 'F3';
-- Viability at 'bbb-';
-- Long-term deposits at 'BBB';
-- Short-term deposit at 'F2';
-- Support at '5';
-- Support Floor at 'NF'.

Zions Institutional Capital Trust A
-- Preferred Stock at 'B+'



[*] Bankruptcy Filings Fall 11% During First 9 Mos. of 2015
-----------------------------------------------------------
U.S. bankruptcy filings totaled 629,570 during the first nine
months of 2015 (Jan. 1-September 30), an 11 percent decrease from
the 705,728 total filings during the same period a year ago,
according to data provided by Epiq Systems, Inc. The 607,182 total
noncommercial filings through three quarters of 2015 represented an
11 percent drop from the noncommercial filing total of 678,804
through the first three quarters of 2014. Total commercial filings
during the first nine months of the year were 22,388, representing
a 17 percent decrease from the 26,924 filings during the same
period in 2014. Chapter 11 filings fell slightly during the first
nine months of 2015 as the 4,091 filings represented a 1 percent
decrease from the 4,142 chapter 11 filings during the first nine
months of 2014.

"The new normal of persistent low interest rates and high filing
costs continue to steer distressed households and businesses away
from the financial relief of bankruptcy," said ABI Executive
Director Samuel J. Gerdano. "Filings remain on track for the
second-lowest total since changes to the bankruptcy law were
implemented 10 years ago."

The 67,116 total bankruptcy filings for the month of September
represented an 8.5 percent decrease compared to the 73,352 filings
in September 2014. The 64,920 total noncommercial filings for
September also represented an 8 percent drop from the September
2014 noncommercial filing total of 70,699. Total commercial filings
for September 2015 were 2,196, representing a 17 percent decrease
from the 2,653 filings during the same period in 2014. Chapter 11
filings registered an 11 percent drop as the 377 chapter 11 filings
in September 2014 fell to 335 in September 2015.

The average nationwide per capita bankruptcy filing rate for the
first nine calendar months of 2015 (Jan. 1-Sept. 30) decreased
slightly to 2.70 (total filings per 1,000 population) from the 2.71
rate for the first eight months of the year. The average daily
filing total in September 2015 was 2,237, an 8.5 percent decrease
from the 2,445 total daily filings registered in September 2014.
States with the highest per capita filing rate (total filings per
1,000 population) through the first nine months of 2015 were:

1. Tennessee (5.81)
2. Alabama (5.41)
3. Georgia (5.08)
4. Illinois (4.43)
5. Utah (4.41)

ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession.

ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes more than 11,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information.

Epiq Systems is a provider of managed technology for the global
legal profession.  Epiq Systems offers innovative technology
solutions for electronic discovery, document review, legal
notification, claims administration and controlled disbursement of
funds.  Epiq System's clients include leading law firms, corporate
legal departments, bankruptcy trustees, government agencies,
mortgage processors, financial institutions, and other professional
advisors who require innovative technology, responsive service and
deep subject-matter expertise. For more information on Epiq
Systems, Inc., please visit http://www.epiqsystems.com/


[*] Debtor Gets $245K in Attorney Fees for Car Loan Dispute
-----------------------------------------------------------
Diane Davis, writing for Bloomberg News, reported that the U.S.
Supreme Court on Oct. 5 vacated the judgment in a
bankruptcy-related case and remanded the case to the U.S. Court of
Appeals for the Eleventh Circuit for further consideration in light
of its recent decision in Bank of America, N. A. v. Caulkett,
2015.

The Bloomberg report related that in the consolidated cases of Bank
of America v. Caulkett, and Bank of America v. Toledo-Cardona, the
U.S. Supreme Court held that a homeowner in Chapter 7 bankruptcy
can't void a junior mortgage lien when the debt owed on a senior
mortgage lien exceeds the current value of the property.  The
Bloomberg report said the following case, which was granted,
vacated and remanded, or "GVR'd," addresses the same issue as in
Caulkett and Toledo-Cardona: Does Section 506(d) of the Bankruptcy
Code permit a Chapter 7 debtor to "strip off" a junior mortgage
lien in its entirety when the outstanding debt owed to a senior
lienholder exceeds the current value of the collateral?

Previously, on June 8, the Supreme Court vacated the judgment in 10
bankruptcy-related cases following Caulkett, Bloomberg noted.  On
June 23, the Supreme Court vacated the judgment in three more
bankruptcy-related cases following Caulkett, Bloomberg further
noted.


[*] Policymakers Skeptical on Preventing Financial Crisis
---------------------------------------------------------
ABI.org reported that policymakers have made little progress in
figuring out how they might prevent another financial crisis from
happening, a troubling reality highlighted at a conference that
ended over the weekend.


[*] SSG Capital Advisors Wins TMA Transaction of the Year Award
---------------------------------------------------------------
SSG Capital Advisors, LLC, an independent special situations
investment bank, has been selected as a recipient of TMA's
Transaction of the Year: Large Company Award for its role in the
successful restructuring of Cooper-Booth Wholesale Company, LP and
Affiliates.  The winners will be honored at The TMA Annual
conference on October 5-7 at the Fairmont Scottsdale Princess in
Arizona.

SSG acted as the investment banker to CBW in the placement of an
exit financing package which enabled the Company to refinance
existing indebtedness and successfully exit Chapter 11 through a
Plan of Reorganization.

Headquartered in Pennsylvania, CBW serves retailers in the
Mid-Atlantic region and is one of the top 20 convenience store
wholesale distributors in the United States.  The Company was
forced into bankruptcy as a result of a cigarette-smuggling
investigation by federal and New York state agencies involving one
of its customers, although it was not accused of any wrongdoing.
The Company was unable to access funds for day-to-day operations
because its bank account was frozen by a federal seizure warrant
and also lost its line of credit and access to its surety bond. Six
months later, CBW settled the seizure warrant investigation with
the federal government.  The Company was able to secure exit
financing of $35 million and the company's stamp tax bonding
program was reinstated, providing a substantial improvement in
working capital.  CBW successfully exited Chapter 11 with a
reorganization plan that paid all creditors in full, plus interest
and more than 200 jobs were preserved.

"I am excited that SSG Capital Advisors was selected to receive the
Transaction of the Year: Large Company Award for our role in the
Cooper-Booth Wholesale Company L.P. transaction along with the
other professionals involved in the matter," said J. Scott Victor,
Managing Director.  "To be recognized by our peers is a testament
to the efforts of all of SSG's professionals, who approach each
transaction with experience, creativity and tenacity to maximize
value for our clients and key stakeholders."  This is SSG's second
Transaction of the Year Award from TMA.

Since 1993, TMA has honored excellence through its annual awards
program, which recognizes the most successful turnarounds and
impactful transactions.  This year's winners saved countless jobs
and made a significant positive economic impact, both locally and
globally.

                 About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  SSG provides clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.

SSG Capital Advisors, LLC (Member FINRA, SIPC) is a wholly owned
broker dealer of SSG Holdings, LLC. SSG is a registered trademark
for SSG Capital Advisors, LLC.  SSG provides investment banking,
restructuring advisory, merger, acquisition and divestiture
services, private placement services and valuation opinions.  


[*] Supreme Court Snubs Texas Atty Fighting Contempt Order
----------------------------------------------------------
Daniel Langhorne at Bankruptcy Law360 reported that the U.S.
Supreme Court declined on Oct. 5, 2015, to review a Texas
attorney's challenge to a civil contempt order for her failure to
pay a $25,000 sanction, leaving intact a bankruptcy court ruling
that the lawyer said violated the prohibition on imprisonment for a
debt.

The Oct. 5 decision marks the end of a campaign by Tayari Law PLLC
managing attorney M. Tayari Garrett to dodge a Texas bankruptcy
court's contempt order, which the Fifth Circuit upheld in February
on the grounds that the contempt motion sought monetary sanctions.


[*] U.S. Corporate Lawyer Jon Gray Joins Davis Polk in Tokyo
------------------------------------------------------------
Davis Polk said Jon Gray, a U.S. corporate lawyer, has joined the
firm as a partner in Tokyo. His arrival, together with the return
of corporate partner Eugene Gregor to Tokyo, reflects Davis Polk's
commitment to Japan. This announcement follows the significant
expansion of Davis Polk's presence in Asia over the past five
years, and further extends Davis Polk's leadership among the elite
law firms in Asia.

Mr. Gray joins Davis Polk from Linklaters, where he had been a
partner since 2007. He has advised investment banks, private equity
funds and issuers on a variety of debt, equity and restructuring
transactions.  Mr. Gray's transactional experience includes
SEC-registered offerings, Rule 144A and Regulation S offerings and
other private placements. A significant portion of his practice has
involved Japanese companies, and he is widely recognized as a
leading U.S. lawyer on capital markets transactions involving
Japanese issuers.

"We are delighted to welcome Jon to the firm," said Thomas J. Reid,
Davis Polk's managing partner. "His arrival reflects our
long-standing commitment to Japan and to having a platform that
allows us to provide the highest level of advice and service to our
clients there. He joins our market-leading group of lawyers in
Tokyo and across Asia, and we look forward to his playing a key
role as we continue to expand our presence."


                            *********

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

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

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

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

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

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

                            *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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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
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re-mailing and photocopying) is strictly prohibited without prior
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