TCR_Public/151009.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, October 9, 2015, Vol. 19, No. 282

                            Headlines

33 PECK: Court Authorizes Sale of Best Western Seaport Village
ALASKA COMMUNICATIONS: S&P Affirms Then Withdraws 'B+' CCR
ALLONHILL LLC: Disclosure Statement Hearing Moved to Oct. 23
ALPHA NATURAL: Committee Taps Sands Anderson as Local Counsel
ALPHA NATURAL: Creditors' Commitee Taps Milbank Tweed as Counsel

ALPHA NATURAL: Panel Taps Protiviti as Financial Advisor
ALPHA NATURAL: Shareholders Want Representation in Ch. 11 Cases
ALPHA NATURAL: Taps Cleary Gottlieb to Handle Litigation Matters
ALPHA NATURAL: Wants Gray Hawk's Ch. 11 Case Dismissed
ATLANTIC & PACIFIC: $474,000 in Claims Switched Hands in July-Sept

BALTIMORE HOTEL: S&P Raises Rating on $247.5MM Bonds to 'BB'
BERRY PLASTICS: Completes Acquisition of AVINTIV Inc.
BERRY PLASTICS: Issues $400-Mil. Senior Notes Due 2022
BOOMERANG SYSTEMS: Creditors' Panel Hires AM Saccullo as Counsel
BOOMERANG SYSTEMS: Panel Taps Gavin/Solmonese as Financial Advisor

BOOMERANG TUBE: Seeks to Retain Control of Ch. 11 Cases
BRIGHT MOUNTAIN: Posts $388K Net Loss in Second Quarter
CAPRIATI CONSTRUCTION: Case Summary & 19 Top Unsecured Creditors
CENTAUR ACQUISITION: Moody's Withdraws B2 Corporate Family Rating
CO-OP ATLANTIC: Court Sets November 15 as Claims Bar Date

COLBY COOPER: Claims Bar Date Fixed at October 23
COLLAVINO CONSTRUCTION: Has Until November 30 to File Plan
CORINTHIAN COLLEGES: Assigning Zenith TSA to Distribution Trust
CORINTHIAN COLLEGES: Liquidating Plan Declared Effective Sept. 21
DALA PETROLEUM: Neg. Cash Flow, Losses Raise Going Concern Doubt

DOLPHIN MERGER: S&P Assigns 'B' Corporate Credit Rating
EL PASO CHILDREN'S: HHSC Says Plan Outline Cannot Be Approved
EL PASO CHILDREN'S: UMC Wants to End Exclusivity Despite Plan
ELBIT IMAGING: Files Notice of Annual Meeting with SEC
ENERGYTEK CORP: Has $62K Net Loss in Second Quarter

FLOWORKS INT'L: Moody's Cuts Corporate Family Rating to Caa1
FUSION TELECOMMUNICATIONS: Acquires Solutions Provider RootAxcess
GAS-MART USA: Has Consignment Agreement with Philipps 66
GAS-MART USA: Has Final Authority to Obtain $1.5MM DIP Loan
GAS-MART USA: SNC Seeks Adequate Protection

GAS-MART USA: St. James Bank Seeks Adequate Protection
GBG RANCH: 3 Parties Interested to Be GBG Ranch Trustee
GBG RANCH: 3rd Amended Plan & Disclosure Statement Filed
GBG RANCH: Confirmation Hearing Pushed Back to Nov. 20
GBG RANCH: Insists on Oct. 14 Plan Hearing or More Exclusivity

GEO V HAMILTON: Files Voluntary Chapter 11 Bankruptcy Petition
GLOBAL DEFENSE: Mandatory Liquidation Raises Going Concern
HANESBRANDS INC: $300MM Incremental Loan No Impact on Moody's CFR
HAVERHILL CHEMICALS: Has Interim Nod for DIP Accounts with BofA
HAVERHILL CHEMICALS: Use of Cash Collateral Has Interim Approval

HD SUPPLY: Closes $825 Million Sale Agreement with Anixter
IAMGOLD CORP: Moody's Cuts CFR to 'B2', Outlook Still Negative
IMRIS INC: Files Chapter 11 Liquidating Plan
ISOLA USA: Moody's Cuts Corporate Family Rating to Caa2
LIGHTSQUARED INC: Felony Plea Shouldn't Bar Stake, JPMorgan Says

LYMAN-CUTLER: Case Summary & 7 Largest Unsecured Creditors
MALIBU LIGHTING: Case Summary & 35 Largest Unsecured Creditors
MALIBU LIGHTING: Files for Chapter 11 to Sell Assets
MEDIMPACT HOLDINGS: Moody's Hikes Corporate Family Rating to B1
MERITAS SCHOOLS: S&P Withdraws 'B-' Corporate Credit Rating

MOLYCORP INC: Said to Begin Sale of Non-U.S. Assets in Bankruptcy
MOUNTAIN PROVINCE: Updates Gahcho Kue Diamond Mine Development
N-VIRO INTERNATIONAL: Provides Copy of Dynasty Wealth Analysis
OLYMPIA & YORK: Claims Bar Date Slated for November 1
OPTIM ENERGY: Amends Plan to Address Blackstone's Objections

OXFORD FINANCE: Moody's Affirms 'B1' Corporate Family Rating
PACIFIC RECYCLING: Calbag Supply & Financing Pact Has Interim Nod
PACIFIC RECYCLING: EWEB Payments Constitute Adequate Assurance
PATRIOT COAL: Bankruptcy Court Confirms Plan of Reorganization
PHARMEDIUM HEALTH: Moody's Puts B3 CFR Under Review for Upgrade

PHARMEDIUM HEALTHCARE: S&P Puts 'B' CCR on CreditWatch Positive
PULTEGROUP INC: Fitch Assigns BB+ Rating on New $500MM Loan
QUANTUM CORP: Receives Non-Compliance Notice From NYSE
QUANTUM CORP: Repays $81M in Convertible Notes Due November 2015
QUIRKY INC: Wins Interim Approval to Use Cash Collateral

RELATIVITY MEDIA: $49.5 Million DIP Financing Approved
RELATIVITY MEDIA: Bush Gottlieb Files Rule 2019 Statement
RELATIVITY MEDIA: Cohen Weiss Files Rule 2019 Statement
RELATIVITY MEDIA: Heatherden Appeals DIP Financing Order
RITE AID: Files Form 10-Q; Posts $21M Net Income in Aug. 29 Qtr.

SAMSON RESOURCES: Gets Interim Approval to Use Cash Collateral
SAMSON RESOURCES: Names Alvarez & Marsal as Financial Advisor
SAMSON RESOURCES: Seeks to Hire Garden City as Admin. Advisor
SAMSON RESOURCES: Taps Kirkland & Ellis as Bankruptcy Counsel
SCOTTS MIRACLE-GRO: S&P Lowers CCR to 'BB', Outlook Stable

SEANERGY MARITIME: Announces Delivery of a Supramax Vessel
SKYPEOPLE FRUIT: Receives Nasdaq Listing Non-Compliance Notice
SPENDSMART NETWORKS: Issues $150,000 Promissory Note to Siskey
SPRING CENTRAL: Case Summary & 20 Largest Unsecured Creditors
STEREO ONE: Case Summary & 20 Largest Unsecured Creditors

SUPERCONDUCTOR TECHNOLOGIES: Has $2.4-Mil. Loss in June 27 Qtr.
SUPERIOR PLUS: DBRS Puts BB(high) Issuer Rating on Review
TARGA RESOURCES: Moody's Affirms 'Ba1' Corporate Family Rating
TARGA RESOURCES: S&P Assigns 'B+' Rating on Class A Pref. Units
TOWNSQUARE MEDIA: S&P Raises Rating on Sr. Unsec. Notes to 'B-'

TRACK GROUP: Signs $11.3 Million Monitoring Deal with VA DOC
VYCOR MEDICAL: Fountainhead Has 49.9% Stake as of Sept. 30
WARNER MUSIC: Jon Platt Named Warner/Chappell CEO
WRIGHTWOOD GUEST: Three-Member Creditors' Committee Formed
XINERGY LTD: Court Approves IPFS Premium Finance Agreement

XINERGY LTD: Court Authorizes $9 Million Incremental Financing
[*] Bankr. Lawyer Sues Square Inc. for Discriminatory Practices
[*] Dorsey's Annette Jarvis Named to TMA Executive Board Committee
[*] Energy Credit Lines Face 35% to 40% Cuts, Turnaround Atty Says
[^] BOOK REVIEW: EPIDEMIC OF CARE


                            *********

33 PECK: Court Authorizes Sale of Best Western Seaport Village
--------------------------------------------------------------
The U.S. Bankruptcy Court in the Southern District of New York on
Oct. 7 authorized the immediate marketing of the Best Western
Seaport Village, one of the four hotel properties that filed
Chapter 11 petitions on Sept. 3, 2015, under the auspices of Gemini
Real Estate Advisors.  The auction sale of Seaport Village, located
at 33 Peck Slip, is expected to occur before Thanksgiving under a
Chapter 11 plan with a sale closing and plan effective date before
year end.

"We are excited that Judge Garrity has approved this next step in
the plan for the sale of the Seaport Village property," said Dante
Massaro, president and CEO of Gemini Real Estate Advisors.  "We
look forward to a successful and robust sale process with closings
under Chapter 11 plans that will become effective as soon as
possible.  We can finally look forward to bringing this process to
a successful conclusion despite the ongoing state and federal
litigation among the partners.  This will ensure that all creditors
are paid in full and returns to investors are maximized as they
have waited patiently throughout this drawn-out process."

The court also ordered the parties back on Oct. 13 to announce the
marketing and bidding procedures for the remaining three properties
-- the Jade Hotel Greenwich Village, Wyndham Garden, and the Bryant
Park Development site.  The three properties are located at 52 West
13th St., 37 West 24th St., and 36 West 38th St., respectively.

In the Oct. 7 session, Bankruptcy Judge Garrity of the Southern
District of New York heard arguments over the bidding procedures
proposed for the four properties.  While the opposing parties
sought to argue over allegations regarding litigation between the
partners in state and federal court and claims that some parties
should not be allowed to bid for the properties, Judge Garrity
directed the parties to focus on the details of the sale procedures
for the hearing.  When he turned to the sale procedures, it became
clear that the parties could agree on many aspects of the sales.
At next week's hearing, Gemini anticipates that the court will
specify the remainder of the bidding procedures, the timing of the
in-court auctions, and Chapter 11 plan confirmation hearings.

"We are trying to achieve a transparent sale 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 LLP.

"[Wednes]day's hearing was another step in the right direction,"
added Robins Kaplan partner Scott Gautier, who serves as co-lead
counsel to the debtors.

The Jade Hotel Greenwich Village and Bryant Park Development site
will be on a 45-day sales track and the Wyndham Flatiron will be on
a 60-day sales track.

Parties interested in bidding on the four properties should contact
Douglas Herscher at RobertDouglas in New York at 212.993.7424.

Gemini, based in Charlotte, N.C., with offices in New York City,
manages more than three million square feet of properties and $750
million in value in 11 states across the United States.

               About Gemini Real Estate Advisors

Gemini is a vertically integrated real estate investment and
operating company.  Gemini's disciplined and entrepreneurial
approach to investing has built a portfolio of assets that are well
positioned to generate cash flow and achieve growth of capital.
Gemini currently owns a portfolio of shopping centers, hotels and
fixed income investments with a value of approximately $750
million.

                         About 33 Peck

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

The Debtors own:

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

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

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

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

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

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

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



ALASKA COMMUNICATIONS: S&P Affirms Then Withdraws 'B+' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'B+' corporate credit rating, on Anchorage,
Alas.-based telecommunications services provider Alaska
Communications Systems Group Inc.

"We subsequently withdrew all of the ratings at the request of the
issuer, including the 'B+' corporate credit rating and the 'BB'
issue-level ratings on the company's revolver and first-lien term
loan," said Standard & Poor's credit analyst Scott Tan.



ALLONHILL LLC: Disclosure Statement Hearing Moved to Oct. 23
------------------------------------------------------------
A rescheduled hearing will be heard before Judge Kevin Gross of the
U.S. Bankruptcy Court for the District of Delaware on Oct. 23,
2015, at 2:00 p.m., prevailing Eastern Time, to consider entry of
an order finding that, among other things, the disclosure statement
explaining Allonhill, LLC's plan contains "adequate protection"
within the meaning contained in Section 1125 of the Bankruptcy Code
and approving the Disclosure Statement.

Objections, if any, to the approval of the Disclosure Statement
must be received no later than Oct. 16.  If no objection or other
response to the Disclosure Statement is timely filed, the Court may
enter an order approving the Disclosure Statement without further
notice or a hearing.

The Court will convene a hearing on Nov. 24, 2015, at 11:00 a.m.,
to consider objections to the confirmation, if any, to the Plan,
and consider confirmation of the Plan.

The Plan is a plan of reorganization.  The Debtor sold
substantially all of its assets to Stewart Lender Services, Inc.,
pursuant to an Asset Purchase Agreement between the Debtor and
Stewart, dated August 28, 2013, and amended as of September 30,
2013.

Under the Plan, holders of Class 2 - General Unsecured Claims will
recover 20% of their total allowed claim, plus value of recoveries
on causes of action.  General Unsecured Claims are estimated to
total $35,229,708.  Holders of Class 2 - Secured Claims will
recover 100% of their total allowed claim.

A blacklined version of the First Amended Disclosure Statement
dated Oct. 2, 2015, is available at http://is.gd/AoCo3w

                         About Allonhill

Allonhill LLC, a professional services firm based in Denver,
Colorado, that previously provided loan due diligence and credit
risk management services for institutions that invest in, sell,
securitize or service mortgage loans, sought protection under
Chapter 11 of the Bankruptcy Code on March 26, 2014.  The case is
In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.).

The Debtor's general counsel is Hogan Lovells US LLP.  The Debtor's
local counsel is Neil B. Glassman, Esq., Justin R. Alberto, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A., in Wilmington, Delaware.
Upshot Services LLC serves as the Debtor's claims and noticing
agent.

The Debtor disclosed $19,205,062 in assets and $32,918,294 in
liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors.

Allonhill filed a Chapter 11 Plan of Reorganization and
accompanying disclosure statement following the sale of
substantially all of its assets to Stewart Lender Services, Inc.


ALPHA NATURAL: Committee Taps Sands Anderson as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Alpha Natural Resources, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of Virginia for permission to retain
Sands Anderson PC as its local counsel nunc pro tunc to Aug. 19,
2015.

According to the Committee, it requires knowledgeable local
co-counsel to work with Milbank, Tweed, Hadley & Mccloy LLP, to
render essential professional services as needed throughout the
course of the cases.  In addition, retention of Sands Anderson will
further the efficiency and economic administration of the
cases.

The Sands Anderson will, among other things:

   (a) participate in in-person and telephonic meetings of the
Committee and any subcommittees formed thereby, and otherwise
advise the Committee with respect to its rights, powers and duties
in the cases;

   (b) assist and advise the Committee in its consultations,
meetings and negotiations with the Debtors and all other parties in
interest regarding the administration of the cases; and

   (c) assist the Committee in analyzing the claims asserted
against and interests asserted in the Debtors, and in negotiating
with the holders of such claims and interests and bringing, or
participating in, objections or estimation proceedings with respect
to such claims or interests.

The hourly rates of Sands Anderson's personnel are:

         Shareholders                   $425 - 450
         Counsel                        $370 - $450
         Associates                     $295 - $320
         Paralegals and Law Clerks      $175 - $195

The Committee also agreed to reimburse the firm's expenses in
relation to the engagement.

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

The firm can be reached:

         William A. Gray, Esq.
         W. Ashley Burgess, Esq.
         SANDS ANDERSON PC
         1111 East Main Street (23219)
         P.O. Box 1998
         Richmond, VA 23218-1998
         Tel: (804) 648-1636

                      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.  Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.


ALPHA NATURAL: Creditors' Commitee Taps Milbank Tweed as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Alpha Natural Resources, Inc., et al., asks the U.S.
Bankruptcy Court for the Eastern District Of Virginia for
permission to retain Milbank, Tweed, Hadley & McCloy LLP as counsel
nunc pro tunc to Aug. 12, 2015.

Milbank will, among other things:

   (a) participate in in-person and telephonic meetings of the
Committee and any subcommittees formed thereby, and otherwise
advise the Committee with respect to its rights, powers and duties
in the cases;

   (b) assist and advise the Committee in its consultations,
meetings and negotiations with the Debtors and all other
parties-in-interest regarding the administration of the cases; and

   (c) assist the Committee in analyzing the claims asserted
against and interests asserted in the Debtors, and in negotiating
with the holders of such claims and interests and bringing, or
participating in, objections or estimation proceedings with respect
to such claims or interests.

The hourly rates charged by Milbank are:

      Partners                          $995 - $1,285
      Counsel                           $940 - $1,140
      Associates and Senior Attorneys   $390 -   $875
      Case Managers, Legal Assistants,
        and Administrative Staff        $190 -   $335

The firm can be reached at:

         Dennis F. Dunne, Esq.
         Evan R. Fleck, Esq.
         Eric K. Stodola, Esq.
         MILBANK, TWEED, HADLEY & McCLOY LLP
         28 Liberty Place
         New York, NY 10005
         Tel: (212) 530-5000

                      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.  Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.


ALPHA NATURAL: Panel Taps Protiviti as Financial Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Alpha Natural Resources, Inc., et al., asks the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to retain Protiviti Inc., as its financial advisor.

Protiviti will, among other things:

   (a) analyze the Debtors' business as a going concern;

   (b) assess the liquidity needs, cash flows, and viability/
profitability of the business its individual components or assets;
and

   (c) analyze various motions filed by the Debtors that have a
financial impact on the business and potential recovery to
unsecured creditors.

The Committee has also selected Jefferies LLC as its investment
banker.  The services that Jefferies is to provide to the Committee
are separate and distinct from the financial advisory services that
Protiviti will be providing to the Committee.  In order to ensure
that there is no unnecessary duplication of services by either firm
during the pendency of the cases, Protiviti and Jefferies will
coordinate on the services they are providing to the Committee.

The standard billing rates applicable to anticipated professionals
and paraprofessionals assigned to the case, are:

   Professional Level                 Standard Hourly
   ------------------                  Billing Rates
                                      ----------------
   Managing Directors                   $600 - $690
   Directors and Associate Directors    $460 - $500
   Senior Managers and Managers         $295 - $440
   Senior Consultants and Consultants   $190 - $285
   Administrative                          $130

                      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.  Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.


ALPHA NATURAL: Shareholders Want Representation in Ch. 11 Cases
---------------------------------------------------------------
Mark Jankauskas, a financial advisor that represents a group of 100
clients, friends and family members, asks the U.S. Bankruptcy Court
for the Eastern District of Virginia to appoint an official
shareholder committee in the Chapter 11 cases of Alpha Natural
Resources, Inc., and its debtor affiliates.

Mr. Jankauskas argued that the Debtors' management failed in their
fiduciary responsibility for the shareholders.  He said the
committee will assure adequate representation in the Debtors' cases
as advised by the Office of the U.S. Trustee.  Additionally, the
shareholders wanted to make sure that the $2.6 billion in
shareholder equity listed as of last quarter end is properly being
looked after on the shareholders' behalf.

                      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.  Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.


ALPHA NATURAL: Taps Cleary Gottlieb to Handle Litigation Matters
----------------------------------------------------------------
Alpha Natural Resources, Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of Virginia for permission to employ
Cleary Gottlieb Steen & Hamilton LLP as special counsel for certain
corporate and litigation matters nunc pro tunc to the Petition
Date.

Cleary Gottlieb will represent the Debtors in legal, non-bankruptcy
matters as the Debtors may request, including, among other things:


   (a) disclosure and corporate governance matters, including
reporting under the Securities Exchange Act of 1934, as amended,
and requirements of the Securities and Exchange Commission;

   (b) the derivative litigation captioned California State
Teachers' Retirement System et al. v. Blankenship et al.; and

   (c) litigation proceedings relating to the acquisition of Massey
Energy Company and its affiliates and related Delaware derivative
litigation.

Luke A. Barefoot, Esq., a partner in Cleary Gottlieb, tells the
Court that the hourly rates of the firm's personnel are:

      Billing Category                         U.S. Range
      ----------------                         ----------
      Partners                                 $885 - $1,210
      Senior Counsel                                  $1,210
      Counsel                                  $815 - $1,005
      Senior Attorneys                         $795 -   $930
      Associates                               $465 -   $785
      International Lawyers                             $410
      Law Clerks                                        $375
      Paralegals                               $255 -   $345

The Debtors paid Cleary Gottlieb's invoices in the ordinary course
of business during the last twelve months, including in respect of
the representative matters.  In the same period, the Debtors have
paid Cleary Gottlieb, in the aggregate, $6,128,163.  Of the amount,
$1,330,450 was received by Cleary Gottlieb during the 90 days
before the Petition Date.

Mr. Barefoot assures the Court that Cleary Gottlieb does not
represent or hold any interest adverse to the Debtors with respect
to matters on which Cleary Gottlieb is to be retained and employed
in the cases.

                      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.  Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.


ALPHA NATURAL: Wants Gray Hawk's Ch. 11 Case Dismissed
------------------------------------------------------
Alpha Natural Resources, Inc., et al., asks the U.S. Bankruptcy
Court for the Eastern District of Virginia to dismiss the Chapter
11 case of Debtor Gray Hawk Insurance Company effective as of the
Petition Date; and deem Gray Hawk's filing of a voluntary petition
for relief to have been null, void ab initio and of no force or
effect.

According to the Debtors, Gray Hawk is a captive insurance company
organized pursuant to the laws of the Commonwealth of Kentucky.
Thus, the Debtors believe that Gray Hawk is a "domestic insurance
company" within the meaning of Section 109(b)(2) of the Bankruptcy
Code and, therefore, is not eligible for Chapter 11 relief pursuant
to Section 109(d).  The Debtors inadvertently included Gray Hawk
among the 150 Debtors that filed petitions for relief on the
Petition Date.

The Debtors are represented by:

        David G. Heiman, Esq.
        Carl E. Black, Esq.
        Thomas A. Wilson, Esq.
        JONES DAY
        North Point 901 Lakeside Avenue
        Cleveland, OH 44114
        Tel: (216) 586-3939
        Fax: (216) 579-0212

           -- and --

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

                      About 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.  Sands Anderson PC, and Milbank, Tweed, Hadley
& Mccloy LLP, represents the Committee; Jefferies LLC, serves as
its investment banker; and Protiviti Inc., serves as its financial
advisor.


ATLANTIC & PACIFIC: $474,000 in Claims Switched Hands in July-Sept
------------------------------------------------------------------
In the Chapter 11 cases of The Great Atlantic & Pacific Tea
Company, et al., 18 claims switched hands from July 21 to Sept. 15,
2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
National Union Fire         McKee Foods Corporation    $3,073.97
Insurance Company of
Pittsburgh, PA

National Union Fire         McKee Foods Corporation    $6,530.06
Insurance Company of
Pittsburgh, PA

National Union Fire         McKee Foods Corporation   $18,584.22
Insurance Company of
Pittsburgh, PA

National Union Fire         McKee Foods Corporation   $24,436.00
Insurance Company of
Pittsburgh, PA

National Union Fire         McKee Foods Corporation   $73,671.77
Insurance Company of
Pittsburgh, PA

National Union Fire         McKee Foods Corporation   $84,207.62
Insurance Company of
Pittsburgh, PA

National Union Fire         McKee Foods Corporation  $233,969.77
Insurance Company of
Pittsburgh, PA

Sierra Liquidity Fund, LLC  Delicious Fres Pierogi,    $7,196.92
                            Inc.

Sierra Liquidity Fund, LLC  Filterfresh – Fresh        $1,135.51
                            Brew Coffee Service

Sierra Liquidity Fund, LLC  Hillcrest Garden, Inc.     $5,865.42

Sierra Liquidity Fund, LLC  Jeff Solomon, Inc.           $129.74

Sierra Liquidity Fund, LLC  Mandoo, Inc.                 $460.00

Sierra Liquidity Fund, LLC  Millennium YCR Dist.       $4,571.70

Sierra Liquidity Fund, LLC  Moyer Specialty Foods      $2,065.52

Sierra Liquidity Fund, LLC  Original South Philly        $635.20
                            Bakery

Sierra Liquidity Fund, LLC  Pearl River Pastry         $1,478.07

Sierra Liquidity Fund, LLC  Plaski Meat Products       $4,581.72

Sierra Liquidity Fund, LLC  Scaramuzza's               $1,449.84

                About Atlantic & Pacific

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

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

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

The Debtor disclosed total assets of $601,441,108 and total
liabilities of $1,984,459,086 as of the Petition Date.

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

The U.S. Trustee for Region 2 appointed seven creditors to serve
On the official committee of unsecured creditors.  Pachulski Stang
Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as
serves as its financial advisors and bankruptcy consultants.

Elise S. Frejka was appointed as consumer privacy ombudsman.


BALTIMORE HOTEL: S&P Raises Rating on $247.5MM Bonds to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating to 'BB'
from 'BB-' on Baltimore Hotel Corp.'s $247.5 million senior secured
revenue bonds series 2006A and $53.44 million second-lien bonds
series 2006B, both of which are due 2039.  The outlook is stable.

"The rating action reflects our anticipation of the hotel's
continued stabilized operating profile and the improved resilience
of our downside ratings scenario," said Standard & Poor's credit
analyst David Lum.

The stable outlook reflects S&P's expectation for the hotel's
stable performance in occupancy and average daily rate as well as
cash flow stability provided by the project's revenues and the
citywide and site-specific occupancy tax support.



BERRY PLASTICS: Completes Acquisition of AVINTIV Inc.
-----------------------------------------------------
Berry Plastics Group, Inc., completed the previously announced
acquisition of AVINTIV Inc. from private equity funds managed by
Blackstone for a cash purchase price of approximately $2.45
billion, subject to post-closing adjustment for working capital and
certain other items.

AVINTIV is a developer, producer, and marketer of specialty
materials used in infection prevention, personal care, and
high-performance solutions.  With 23 locations in 14 countries, and
an employee base of over 4,500 people, AVINTIV offers one of the
broadest ranges of process technologies in the industry.

"We are extremely excited to complete the acquisition of AVINTIV
and to welcome the AVINTIV team to the Berry Plastics organization.
The combination of Berry Plastics and AVINTIV creates a global
leader in plastics packaging and engineered specialty materials,"
said Jon Rich, chairman and CEO of Berry Plastics.  "With this
acquisition we have expanded our global footprint, added
complementary products to our existing product portfolio, and will
be able to further capitalize on the rapidly growing global markets
for hygiene and healthcare products."

Credit Suisse and Barclays acted as financial advisors and Bryan
Cave acted as legal advisor for Berry Plastics.  Citi and BofA
Merrill Lynch acted as financial advisors and Simpson Thacher &
Bartlett LLP acted as legal advisor for AVINTIV and Blackstone.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a manufacturer of
films and flexible packaging for food, personal care, medical,
agricultural and industrial applications.

As of June 27, 2015, the Company had $5 billion in total assets, $5
billion in total liabilities, $13 million in redeemable
non-controlling interest and a stockholders' deficit of $87
million.

                           *     *     *

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'.  The upgrade of the corporate family rating reflects the
pro-forma benefits from the recent restructuring and acquisitions.

The TCR reported on Sept. 11, 2015, that Standard & Poor's Ratings
Services said it affirmed its 'B+' corporate credit rating on
Evansville, Ind.-based Berry Plastics Group Inc.

"The corporate credit rating affirmation reflects our view that the
AVINTIV acquisition enhances Berry's operations enough to offset
the additional debt incurred to fund the transaction, resulting in
a neutral effect on credit quality," said Standard & Poor's credit
analyst James Siahaan.


BERRY PLASTICS: Issues $400-Mil. Senior Notes Due 2022
------------------------------------------------------
Berry Plastics Escrow Corporation issued $400 million aggregate
principal amount of 6.00% second priority senior secured notes due
2022 pursuant to an indenture, dated as of Oct. 1, 2015, between
the Escrow Issuer and U.S. Bank, National Association as trustee.

Also on the Issue Date, Berry Plastics Corporation assumed the
obligations of the Escrow Issuer under the Indenture and the New
Notes, and the Escrow Issuer was released.  BPC is a wholly owned
direct subsidiary of Berry Plastics Group, Inc., and the Escrow
Issuer is a wholly owned subsidiary of BPC.  On the Issue Date,
Berry Group, BPC and certain of its subsidiaries, became parties to
the Indenture.  In addition, in accordance with the terms of
certain of BPC's other outstanding indebtedness, the Avintiv
Guarantors became guarantors of such indebtedness, and certain of
their assets became subject to security interests in favor of the
lenders of such indebtedness.

The New Notes are senior obligations of BPC, have the benefit of
the second priority security interest in the Second Priority
Collateral and will mature on Oct. 15, 2022.  The New Notes bear
interest at a rate of 6.00% per annum, payable semiannually, in
cash in arrears, on April 15 and October 15 of each year,
commencing on April 15, 2016, to holders of record at the close of
business on April 1 or October 1, as the case may be, immediately
preceding the interest payment date.

On or after Oct. 15, 2018, BPC may redeem the New Notes at its
option, in whole at any time or in part from time to time, upon not
less than 30 nor more than 60 days' prior notice mailed by
first-class mail or sent electronically to each holder's registered
address, at the following redemption prices (expressed as a
percentage of principal amount), plus accrued and unpaid interest
and additional interest, if any, to the redemption date (subject to
the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if
redeemed during the twelve-month period commencing on October 15 of
the years set forth below:

            Period                  Redemption Price
       -------------------          ----------------
             2018                       103.000 %
             2019                       101.500 %
       2020 and thereafter              100.000 %

In addition, prior to Oct. 15, 2018, BPC may redeem the New Notes
at its option, in whole at any time or in part from time to time,
upon not less than 30 nor more than 60 days' prior notice mailed by
first-class mail or sent electronically to each holder's registered
address, at a redemption price equal to 100% of the principal
amount of the New Notes redeemed plus the Applicable Premium (as
defined in the Indenture) as of, and accrued and unpaid interest
and additional interest, if any, to, the applicable redemption date
(subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment
date).

Notwithstanding the foregoing, at any time and from time to time
on or prior to Oct. 15, 2018, BPC may redeem in the aggregate up to
40% of the original aggregate principal amount of the New Notes
(calculated after giving effect to any issuance of additional New
Notes) with the net cash proceeds of one or more equity offerings
by BPC or by any direct or indirect parent of BPC, in each case to
the extent the net cash proceeds thereof are contributed to the
common equity capital of BPC or used to purchase capital stock of
BPC from it, at a redemption price (expressed as a percentage of
principal amount thereof) of 106.000%, plus accrued and unpaid
interest to, but not including, the redemption date (subject to the
right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date); provided,
however, that at least 60% of the original aggregate principal
amount of the New Notes (calculated after giving effect to any
issuance of additional New Notes) remain outstanding immediately
after each such redemption; provided, further, that such redemption
shall occur within 90 days after the date on which any such equity
offering is consummated upon not less than 30 nor more than 60
days' notice mailed to each holder of New Notes being redeemed and
otherwise in accordance with the procedures set forth in the
Indenture.

Any redemption or notice may, at BPC's discretion, be subject to
one or more conditions precedent, including, but not limited to,
completion of a related equity offering.

                    Registration Rights Agreement

On Oct. 1, 2015, BPC, the Guarantors and the initial purchasers of
the New Notes entered into a registration rights agreement with
respect to the New Notes.

Pursuant to the Registration Rights Agreement, BPC, and the
Guarantors will agree to use their commercially reasonable efforts
to (x) within 220 days of Oct. 1, 2015, file with the Commission
and (y) within 270 days of Oct. 1, 2015, cause to become effective
a registration statement, on the appropriate form under the
Securities Act, relating to an offer to exchange the New Notes for
registered notes with terms identical to the New Notes.

                      Incremental Term Loans

On Oct. 1, 2015, Berry Group, BPC and certain of its subsidiaries
entered into an Incremental Assumption Agreement and Amendment with
Credit Suisse AG, Cayman Islands Branch, as the Incremental Term
Lender and as the Administrative Agent to borrow an incremental
amount of $2,100,000,000 under Berry's existing term loan credit
agreement.  The loans borrowed on such date bear interest at the
option of BPC at LIBOR plus 3.00% per annum with a LIBOR floor of
1.00% per annum or the Alternate Base Rate plus 2.00% per annum.
The Term F Loans mature on Oct. 1, 2022, and are subject to
customary amortization.  If certain specified repricing events
occur prior to April 1, 2016, BPC will pay a fee to the applicable
lenders equal to 1.00% of the outstanding principal amount of the
Term F Loans subject to such repricing event.

The proceeds of the Term F Loans were used to fund a portion of the
cash consideration due in respect of the Avintiv Transaction, to
pay off or otherwise satisfy certain outstanding Avintiv
indebtedness, and to pay costs and expenses of the Avintiv
Transaction.

The Incremental Assumption Agreement and Amendment amended BPC's
existing Term Credit Agreement to, among other things, include
limited condition acquisition provisions for future acquisitions;
increase the total net first lien net leverage ratio applicable to
the incurrence of certain secured indebtedness and related liens
from 3.75 to 1.0, to 4.0 to 1.0; increase the threshold at which
real property mortgages must be granted, from $5 million to $10
million; and permit the release of existing mortgages on real
property with a value below $10 million.

BPC's existing revolving credit agreement, which already included
the latter two provisions, was also amended to incorporate the
limited condition acquisition and total net first lien net leverage
ratio modifications.

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

                       http://is.gd/jNcshp

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a manufacturer of
films and flexible packaging for food, personal care, medical,
agricultural and industrial applications.

As of June 27, 2015, the Company had $5 billion in total assets, $5
billion in total liabilities, $13 million in redeemable
non-controlling interest and a stockholders' deficit of $87
million.

                           *     *     *

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'.  The upgrade of the corporate family rating reflects the
pro-forma benefits from the recent restructuring and acquisitions.

The TCR reported on Sept. 11, 2015, that Standard & Poor's Ratings
Services said it affirmed its 'B+' corporate credit rating on
Evansville, Ind.-based Berry Plastics Group Inc.

"The corporate credit rating affirmation reflects our view that the
AVINTIV acquisition enhances Berry's operations enough to offset
the additional debt incurred to fund the transaction, resulting in
a neutral effect on credit quality," said Standard & Poor's credit
analyst James Siahaan.


BOOMERANG SYSTEMS: Creditors' Panel Hires AM Saccullo as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Boomerang Systems,
Inc., et. al., seeks permission from the Hon. Mary F. Walrath of
the U.S. Bankruptcy Court for the District of Delaware to retain
A.M. Saccullo Legal, LLC as counsel to the Committee, nunc pro tunc
to September 8, 2015.

The Committee requires A.M. Saccullo to:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee;

   (c) analyze and negotiate the budget and the terms of the
       debtor-in-possession financing;

   (d) assist in the efforts, if any, to sell assets of the
       Debtors in a manner that maximizes value for creditors;

   (e) review and investigate the liens of purported secured
       parties;

   (f) review and investigate prepetition transactions in which
       the Debtors and/or their insiders were involved;

   (g) analyze and negotiate any proposed Chapter 11 plan;

   (h) confer with the Debtors' management, counsel and financial
       advisors;

   (i) confer with the principals, counsel, and advisors of the
       Debtors' lenders and equity holders;

   (j) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (k) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (l) file appropriate pleadings on behalf of the Committee;

   (m) provide the Committee with legal advice in relation to the
       chapter 11 case;

   (n) prepare various applications and memoranda of law submitted

       to the Court for consideration; and

   (o) perform such other legal services for the Committee as may
       be necessary or proper in this proceeding.

A.M. Saccullo will be paid at these hourly rates:

       Anthony M. Saccullo, member          $385
       Thomas H. Kovach, special counsel    $385

A.M. Saccullo will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Anthony M. Saccullo, member of A.M. Saccullo, 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.

The Bankruptcy Court will hold a hearing on the application on Oct.
19, 2015, at 11:00 a.m.  Objections, if any, are due Oct. 12, 2015,
at 4:00 p.m.

A.M. Saccullo can be reached at:

       Anthony M. Saccullo, Esq.
       A.M. SACCULLO LEGAL, LLC
       27 Crimson King Drive
       Bear, DE 19701
       Tel: (302) 836-8877
       Fax: (302) 836-8787

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.

The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent.  In addition, the Company has retained the law firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.

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

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

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



BOOMERANG SYSTEMS: Panel Taps Gavin/Solmonese as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Boomerang Systems,
Inc., et. al., seeks permission from the Hon. Mary F. Walrath of
the U.S. Bankruptcy Court for the District of Delaware to retain
Gavin/Solmonese LLC as financial advisor to the Committee, nunc pro
tunc to September 8, 2015.

The Committee seeks the employment of Gavin/Solmonese to assist it
in evaluating the Debtors' businesses during these Chapter 11
cases. The Committee seeks to
retain Gavin/Solmonese to provide financial advisory services
including, but not limited to, the following:

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

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

   (c) reviewing the assumptions underlying the business plans and

       cash flow projections for the assets involved in any
       potential asset sale or plan of reorganization;

   (d) determining the reasonableness of the projected performance

       of the Debtors, both historically and future;

   (e) monitoring, evaluating and reporting to the Committee with
       respect to the Debtors' near-term liquidity needs, material

       operational changes and related financial and operational
       issues;

   (f) reviewing and analyzing all material contracts and/or
       agreements;

   (g) assisting and procuring and assembling any necessary
       validations of asset values;

   (h) providing ongoing assistance to the Committee and the
       Committee's legal counsel;

   (i) evaluating the Debtors' capital structure and making
       recommendations to the Committee with respect to the
       Debtors' efforts to reorganize their business operations
       and/or confirm a restructuring or liquidating plan;

   (j) assisting the Committee in preparing documentation required

       in connection with creating, supporting or opposing a plan
       and participating in negotiations on behalf of the
       Committee with the Debtors or any groups affected by a
       plan;

   (k) assisting the Committee in marketing the Debtors' assets
       with the intent of maximizing the value received for any
       such assets from any such sale;

   (l) providing ongoing analysis of the Debtors' financial
       condition, business plans, capital spending budgets,
       operating forecasts, management and the prospects
       for their future performance; and

   (m) such other tasks as the Committee or its counsel may
       reasonably request in the course of exercise of the
       Committee's duties in these cases.

Gavin/Solmonese will be paid at these hourly rates:

       Edward T. Gavin          $625
       Stanley Mastil           $400

Gavin/Solmonese will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Edward T. Gavin, senior managing director and founding partner of
Gavin/Solmonese, 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.

Gavin/Solmonese can be reached at:

       Edward T. Gavin IV
       GAVIN/SOLMONESE LLC
       919 N. Market Street, Suite 600
       Wilmington, DE 19801
       Tel: (302) 655-8997 ext. 151
       E-mail: ted.gavin@gavinsolmonese.com

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.

The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent.  In addition, the Company has retained the law firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.

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

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

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



BOOMERANG TUBE: Seeks to Retain Control of Ch. 11 Cases
-------------------------------------------------------
Boomerang Tube, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend the period by which they
have exclusive right to file a Chapter 11 plan through and
including Jan. 5, 2016, and the exclusive period by which they have
exclusive right to solicit acceptances of that plan through and
including March 4, 2016.

According to Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, in connection with the Joint
Prepackaged Chapter 11 Plan of Reorganization, the Debtors have
contended with various objections to confirmation interposed by the
Official Committee of Unsecured Creditors, the most significant of
which is a contest over the Debtors' total enterprise value, and an
unresolved objection from the United
States Trustee, as well as other objections from contract
counterparties and taxing authority, which have been resolved in
principle.

At the same time, the Debtors have also focused on the contested
recharacterization of the SBI Financing Agreement and valuation of
the equipment, Mr. Bartley tells the Court.  He says the Plan
confirmation process has occupied a significant portion of the
Debtors and their management and advisors' time over the past two
months and has included substantial discovery.  The hearing to
consider confirmation of the Plan began on September 21, 2015,
testimony concluded on October 5, 2015, and post-trial briefing is
due to the Court on October 16, 2015.  The Debtors believe that
after consideration of the evidence and arguments presented at, and
in connection with, the Confirmation Hearing, the Court will
confirm the Plan.

Finally, the Debtors have been engaged in negotiations over the
past few months with key vendors, contract counter-parties, and
their secured lenders over the post-emergence Debtors' operations
and financing, Mr. Bartley says.  In sum, the Debtors have devoted
a substantial amount of time, energy and resources towards bringing
these cases to a resolution and the successful rehabilitation of
the Debtors, he adds.

Robert S. Brady, Esq., Sean M. Beach, Esq., and Margaret Whiteman
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.

                     About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

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

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

A copy of the Amended Disclosure Statemet is available at:

                       http://is.gd/DEXT81


BRIGHT MOUNTAIN: Posts $388K Net Loss in Second Quarter
-------------------------------------------------------
Bright Mountain Acquisition Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $388,000 on $372,000 of total
revenue for the three months ended June 30, 2015, compared with a
net loss of $405,000 on $251,793 of total revenue for the same
period in 2014.

The Company's balance sheet at June 30, 2015, showed $2.21 million
in total assets, $279,773 in total liabilities and total
stockholders' equity of $1.93 million.

The Company sustained a net loss of $721,982 and used cash in
operating activities of $785,357 for the six months ended June 30,
2015.  The Company had an accumulated deficit of $5.21 million at
June 30, 2015.  These factors raise substantial doubt about the
ability of the Company to continue as a going concern for a
reasonable period of time.

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

                       http://is.gd/uloe3S
                          
Bright Mountain Acquisition Corp. engages in the developing of a
personal website portal.  It owns and manages websites which are
customized to provide its niche users, including military, law
enforcement and first responders with information and news that is
of interest to them.  The company sells various products through
its website and third party portals such as Amazon.com and
Ebay.com.  The company was founded on May 20, 2010 and is
headquartered in Boca Raton, FL.

The Company reported a net loss of $334,000 on $310,000 of total
revenue for the three months ended March 31, 2015, compared with a
net loss of $359,000 on $213,000 of total revenue for the same
period in 2014.

The Company's balance sheet at March 31, 2015, showed $2.23 million

in total assets, $306,700 in total liabilities and stockholders'
equity of $1.92 million.


CAPRIATI CONSTRUCTION: Case Summary & 19 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Capriati Construction Corp. Inc.
        1020 Wigwam Pkwy
        Henderson, NV 89074

Case No.: 15-15722

Chapter 11 Petition Date: October 7, 2015

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Brandy L Brown, Esq.
                  KUNG & BROWN
                  214 S. Maryland Pkwy
                  Las Vegas, NV 89101
                  Tel: (702) 382 0883
                  Fax: (702) 382-2720
                  Email: bbrown@ajkunglaw.com

                    - and -

                  A.J. Kung, Esq.
                  KUNG & BROWN
                  214 South Maryland Pkwy, Ste A
                  Las Vegas, NV 89101
                  Tel: (702) 382-0883
                  Fax: (702) 382-2720
                  Email: ajkung@ajkunglaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Rocchio, president.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb15-15722.pdf


CENTAUR ACQUISITION: Moody's Withdraws B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Centaur
Acquisition, LLC, including its B2 Corporate Family Rating, B2-PD
Probability of Default Rating, and all instrument level ratings.

Ratings withdrawn are:

Corporate Family Rating rated B2

Probability of Default Rating rated B2-PD

$25 million first lien senior secured revolving credit facility due
2019 rated Ba3 (LGD2)

$400 million first lien senior secured term loan due 2019 rated Ba3
(LGD2)

$175 million second lien senior secured term loan due 2020 rated B3
(LGD5)

RATINGS RATIONALE

Moody's has withdrawn the rating because of inadequate information
to monitor the rating, due to the issuer's decision to cease
participation in the rating process. Please refer to Moody's
Investors Service's Policy for Withdrawal of Credit Ratings
available on its website, www.moodys.com.

Centaur Acquisition, LLC, is the owner and operator of Hoosier Park
Racing & Casino ("Hoosier Park") and Indiana Grand Racing & Casino
("Indiana Grand"), two racinos located near Indianapolis, IN.
Hoosier Park is located approximately 35 miles northeast of
Indianapolis and features approximately 1,900 slots and electronic
table games. Indiana Grand, which

Centaur acquired in early 2013, is located 25 miles southeast of
downtown Indianapolis and features 2,005 slots and electronic table
games. Centaur is privately owned and does not report public
financials.



CO-OP ATLANTIC: Court Sets November 15 as Claims Bar Date
---------------------------------------------------------
The Court of Queen's Bench of New Brunswick (Trial Division)
ordered KPMG Inc., monitor of Co-op Atlantic et al., to assist the
Companies to conduct claims procedure with respect to certain
claims against the Companies and their present directors and
officers.

The Court set Nov. 15, 2015, at 5:00 p.m. (Atlantic Time) as the
deadline for persons to file claims against the Companies.

The claims procedure order, proof of claim document package,
additional proofs of claims and related materials can be accessed
at: http://www.kpmg.com/ca/coopatlantic

The firm can be reached at:

   KPMG Inc.
   Attention: George Bourikas
   Bay Adelaide Centre
   333 Bay Street, Suite 4600
   Toronto, ON M5H 2S5
   Tel: 1-855-393-3546
   Fax: 416-777-3364
   Email: gbourikas@kpmg.ca

Based in Canada, Co-op Atlantic -- http://www.coopatlantic.ca/--  
provides agricultural, energy and social housing/real estate
services to organizations and businesses in communities in the
Atlantic region.


COLBY COOPER: Claims Bar Date Fixed at October 23
-------------------------------------------------
The Court for Queen's Bench of Alberta set Oct. 23, 2015, at 5:00
p.m. (Mountain Time) as deadline for person to file proofs of claim
against Colby Cooper Capital Inc., and two of its affiliates.  All
claims must be filed at:

   Hardie & Kelly Inc.
   Receiver of the Companies
   Suite 110, 5800 - 2nd Street S.W.
   Calgary, AB T2H 0H2
   Attention: Marc Kelly
   Email: mkelly@insolvency.net

Copies of the claims process order and the documentation necessary
to file proof of claim are available at http://is.gd/ZtN2ln


COLLAVINO CONSTRUCTION: Has Until November 30 to File Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the exclusive periods of Collavino Construction Company
Inc. and Collavino Construction Company Limited to file a Chapter
11 Plan and solicit acceptances thereof to Nov. 30, 2015 and Feb.
1, 2016, respectively.

As reported by the Troubled Company Reporter on Sept. 22, 2015, the
Debtors told the Court that they require an extension of the
Exclusive Periods to enable them to continue to mediate with the
Port Authority in an effort to resolve WTC Tower 1, LLC's Claim and
the Port Authority Claims before they will be in a position to
propose a chapter 11 plan of reorganization.

                   About Collavino Construction

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

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

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

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


CORINTHIAN COLLEGES: Assigning Zenith TSA to Distribution Trust
---------------------------------------------------------------
Corinthian Colleges, Inc., et al., which have won confirmation of
their liquidating plan, seek approval from the U.S. Bankruptcy
Court for the District of Delaware to assume -- and assign to the
"distribution trust" formed under the Plan -- the Transition
Services Agreement, dated as of Sept. 18, 2015 between Corinthian
and Zenith Education Group.

Prior to the Petition Date, certain of the Debtors entered into an
Asset Purchase Agreement, dated Nov. 14, 2014, whereby the Debtors
agreed to sell their Everest Plus Business to Zenith.  On Feb. 12,
2015, the Debtors and Zenith entered into the TSA whereby Zenith
agreed to provide certain support services to facilitate the
Debtors' continued operations of post-secondary educational
institutions that were not acquired by Zenith.

The Debtors on Aug. 28, 2015, won an order confirming their Third
Amended and Modified Chapter 11 Plan of Liquidation.  The Plan
provides for the creation of two-trust structure: (i) the
Distribution Trust, for the benefit of holders of allowed general
unsecured claims, and (ii) the Student Trust, for the benefit of
holders of allowed student claims and government education claims.
The Debtors are currently attempting to work with the respective
trustees for each trust on transition issues in advance of the
Effective Date.

The Debtors stopped operating at all of their remaining campus
locations effective as of April 27, 2015.  As a result, the Debtors
ceased the request of certain services and reduced the scope of
other services required under the TSA.  The parties reached
agreement on this reduced level of services while negotiating the
terms of an amendment to the TSA that would document the same.
Accordingly, the Parties have entered into the TSA Amendment.

The Debtors seek entry of an order (i) authorizing the Debtors to
assume and assign the TSA to the Distribution Trust, and (ii)
approving the TSA Amendment and the settlements and releases
contained therein.

A hearing is scheduled for Oct. 14, 2015 at 3:00 p.m. (ET).  The
deadline for objections was Oct. 7, 2015.

The Debtors' attorneys:

         Mark D. Collins, Esq.
         Michael J. Merchant, Esq.
         Marisa A. Terranova, Esq.
         Amanda R. Steele, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         920 N. King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         E-mail: collins@rlf.com
                 merchant@rlf.com
                 terranova@rlf.com
                 steele@rlf.com

                    About Corinthian Colleges

Corinthian Colleges, Inc., et al., were founded in February 1995
and through acquisitions became one of the largest for-profit
post-secondary education companies in the U.S. and Canada.  In
January 2010, Corinthian purchased Heald Capital LLC, which
operated Heald College, a 150 year-old regionally-accredited
institution with 12 campuses.

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

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

The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors;
PricewaterhouseCoopers, LLC, as tax advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

The U.S. Trustee for Region 3 formed an Official Committee of
Unsecured Creditors and an Official Committee of Student Creditors.
The Creditors Committee retained Brown Rudnick LLP and Rosner Law
Group as attorneys.   The Student Committee tapped Robins Kaplan
LLP and Poslinelli PC as attorneys.

                          *     *     *

The Debtors closed each of their campus locations effective as of
April 27, 2015, and immediately began the process of liquidating
their assets and winding down operations.


CORINTHIAN COLLEGES: Liquidating Plan Declared Effective Sept. 21
-----------------------------------------------------------------
Corinthian Colleges, Inc., et al., notified that the effective date
of their Third Amended and Modified Combined Disclosure Statement
and Chapter 11 Plan of Liquidation was Sept. 21, 2015.

According to the notice, all requests for payment of administrative
expense claims (other than fee claims, the prepetition lenders
adequate protection claims and claims subject to Section
503(b)(1)(D)) must be filed no later than Nov. 20, 2015.

As provided in Section VI.F of the Plan, professionals or other
entities asserting a fee claim for services rendered before the
Effective Date must file and serve on the distribution trustee and
such other entities who are designated by the Bankruptcy Rules, the
Confirmation Order, the Fee Order or any other order of the
Bankruptcy Court a final fee application no later than Nov. 5,
2015.

On Aug. 28, 2015, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming the Debtors' Third Amended
Plan.

All executory contracts and unexpired leases not previously assumed
and/or assigned, not subject to a pending motion to assume and/or
assign as of the Effective Date, or not rejected before the
Effective Date will be deemed rejected.  If the rejection by the
Debtors gives rise to a claim, a proof of Claim must be filed with
the Claims Agent at Corinthian Colleges, Inc. Claims Processing,
c/o Rust Consulting/Omni Bankruptcy, 5955 DeSoto Avenue, Suite 100,
Woodland Hills, CA 91367, by the later of (i) Oct. 22, 2015 or (ii)
the date provided on any other notice that the executory contract
or unexpired lease has been rejected.

                    About Corinthian Colleges

Corinthian Colleges, Inc., et al., were founded in February 1995
and through acquisitions became one of the largest for-profit
post-secondary education companies in the U.S. and Canada.  In
January 2010, Corinthian purchased Heald Capital LLC, which
operated Heald College, a 150 year-old regionally-accredited
institution with 12 campuses.

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

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

The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI
Consulting, Inc., as restructuring advisors;
PricewaterhouseCoopers, LLC, as tax advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

The U.S. Trustee for Region 3 formed an Official Committee of
Unsecured Creditors and an Official Committee of Student Creditors.
The Creditors Committee retained Brown Rudnick LLP and Rosner Law
Group as attorneys.   The Student Committee tapped Robins Kaplan
LLP and Poslinelli PC as attorneys.

                          *     *     *

The Debtors closed each of their campus locations effective as of
April 27, 2015, and immediately began the process of liquidating
their assets and winding down operations.



DALA PETROLEUM: Neg. Cash Flow, Losses Raise Going Concern Doubt
----------------------------------------------------------------
Dala Petroleum Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $758,000 on $nil of revenues for the three months ended June 30,
2015, compared with a net loss of $304,000 on $nil of revenues for
the same period last year.

The Company's balance sheet at June 30, 2015, showed $2.11 million
in total assets, $3.47 million in total liabilities, $1.3 million
in preferred convertible stock, and a total stockholders' deficit
of $2.66 million.

The Company has incurred negative cash flows from operations and
net losses for the period from inception on Jan. 17, 2014 through
June 30, 2015.  The Company is not currently generating any
revenues from its oil and natural gas properties, but, is in the
early exploration phase in identifying proved reserves from within
its unproved properties.  Taken together the preceding
circumstances 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/eE9mR9
                          
Dala Petroleum Corp. engages in the exploration and development of
oil and natural gas in the United States.  It holds rights of
approximately 300 leases that cover an area of 80,000 acres in
north central Kansas.  The company is based in Midland, Texas.

The Company reported a net loss of $247,000 on $nil of revenues for

the three months ended Dec. 31, 2014.

The Company's balance sheet at Dec. 31, 2014, showed $2.64 million
in total assets, $2.66 million in total liabilities, $1.3 million
in preferred convertible stock and a total stockholders' deficit
of
$1.33 million.


DOLPHIN MERGER: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed all of
its ratings on AssuredPartners Capital Inc.  The outlook is stable.
At the same time, S&P assigned its 'B' corporate credit rating to
Dolphin Merger Sub Inc. (Dolphin), a new entity formed in
conjunction with the proposed debt transaction that will be merged
into the existing AssuredPartners Inc. shortly following the close
of the transaction.  Dolphin will issue all debt related to the
transaction.

S&P has also assigned its 'B' debt rating with a '3' recovery
rating, indicating S&P's expectation for meaningful (50%-70%)
recovery of principal in the event of default, to Dolphin's
proposed senior secured credit facilities consisting of a $762.0
million first-term loan due 2022 and a $127.5 million revolver
(undrawn at close) due 2020.  S&P has also assigned its 'CCC+' debt
rating with a '6' recovery rating, indicating its expectation for
negligible (0%-10%) recovery of principal in the event of default,
to the company's proposed $337.0 million second-lien term loan due
2023.

"The rating actions reflect our belief that, although the proposed
recapitalization under U.K.-based private equity firm Apax Partners
LLP results in weaker credit-protection measures relative to
pre-existing trends, AssuredPartners Capital Inc. sustained
competitive position and improving earnings and cash-flow
generating capabilities will enable it to carry the increased debt
load," said Standard & Poor's credit analyst Joseph Marinucci.

S&P considers AssuredPartners financial profile to be highly
leveraged with very aggressive financial policy, partly stemming
from its private equity ownership under new sponsor, Apax.
Following the transaction, Apax will own a majority interest with
management expected to retain a significant equity position.

Following the proposed debt issuance, S&P believes AssuredPartners
Capital credit quality will deteriorate somewhat since the
investment is being funded through $1.1 billion in new debt (with
approximately $750 million of debt, estimated as of closing, being
retired) and an equity contribution of about $723 million by Apax
and AssuredPartners' management.  As a result of the increased debt
load, S&P's estimate for adjusted total debt to EBITDA for the 12
months ended June 30, 2015, pro forma for the transaction, weakens
to 7.2x from 5.9x (including annualized earnings from
acquisitions).  However, mitigating the credit deterioration, S&P
believes AssuredPartners growing scale and favorable performance
will enable it to absorb this increased debt level.  Based on
similar performance expectations, including continued organic and
inorganic earnings growth, S&P expects AssuredPartners adjusted
debt to EBITDA to be under 7.5x (including annualized earnings from
acquisitions) by year-end 2016.

"The stable outlook on AssuredPartners Capital reflects our
expectation that the company's established presence and
acquisition-supported growth strategy will drive sustained earnings
and cash flow improvement, with organic revenue growth in the
mid-single digits and adjusted EBITDA margins of more than 25%,"
Mr. Marinucci continued.  "We expect the company's financial
profile to remain highly leveraged, with adjusted debt to EBITDA of
less than 7.5x, including earnings from acquisitions, by year-end
2016. For the same period, we expect funds from operations to debt
of 6.0%-8.0% and EBITDA coverage of 2.0x-3.0x."

S&P may lower its rating within the next 12 months if organic
growth or cash flow generation meaningfully deteriorates,
indicating strained strategic execution and increased risk of an
unfavorable combination of higher-than-expected financial leverage
and weaker-than-expected EBITDA coverage.  Specific trigger points
that could lead to a downgrade include sustained financial leverage
(including annualized earnings from acquisitions) above 8.0x and
EBITDA coverage of less than 2.0x.

"We may raise our rating in connection with improved competitive
positioning, stemming from enhanced scale, scope, and diversity
relative to peers," Mr. Marinucci added.  "If the company's
financial profile reflects a more conservative and sustainable
posture of financial leverage under 5.0x and EBITDA coverage of
3.0x-4.0x, we may also raise our rating."



EL PASO CHILDREN'S: HHSC Says Plan Outline Cannot Be Approved
-------------------------------------------------------------
Texas Health and Human Services Commission ("HHSC"), by and through
the Office of the Texas Attorney General, says the disclosure
statement explaining the Chapter 11 plan of El Paso Children's
Hospital Corporation is problematic.

The HHSC claims that the Disclosure Statement should not be
approved because it discusses a patently unconfirmable plan of
reorganization.  The HHSC says the Plan impermissibly seeks to
limit HHSC's Medicaid recoupment rights.  According to the HHSC, in
order for the Debtor to assume its Medicaid provider agreement, the
Debtor must do so cum onere accepting all benefits and burdens
including HHSC's recoupment rights in the Medicaid provider
agreement.

Further, according to the HHSC, the Disclosure Statement should not
be approved because it otherwise fails to provide adequate
information on the identity of the purported "strategic partner"
or, to the extent the identity is not currently known, adequate
information on the timeline and process for the Debtor's selection
of a strategic partner.

The HHSC is represented by:

         Hal F. Morris, Esq.
         Christopher S. Murphy, Esq.
         Assistant Attorneys General
         Bankruptcy & Collections Division
         P. O. Box 12548
         Austin, TX 78711-2548
         Tel: (512) 463-2173
         Fax: (512) 936-1409
         E-mail: hal.morris@texasattorneygeneral.gov
                 christopher.murphy@texasattorneygeneral.gov

                        The Chapter 11 Plan

As reported in the Sept. 23, 2015 edition of the TCR, El Paso
Children's Hospital Corporation has a Chapter 11 plan that offers
two scenarios to achieve payment of claims.

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

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

Mark E. Herbers, the chief executive and restructuring officer of
the Debtor, said the most important difference between Plan
Scenario A and Plan Scenario B is that under Plan Scenario A, the
Debtor will maintain its status as an independent children's
hospital.

Each of Plan Scenario A and Plan Scenario B contemplate full
payment of all Priority Claims and Secured Claims.  Each of Plan
Scenario A and Plan Scenario B contemplate payment in full of the
Texas Tech Unsecured Claim with 4.5 percent interest.  Both Plan
Scenarios A and B contemplate payment of the Patient Refund Claims
and Patient Credit Balance Claims.

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

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

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

                 About El Paso Children's Hospital

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

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

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

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

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

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

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


EL PASO CHILDREN'S: UMC Wants to End Exclusivity Despite Plan
-------------------------------------------------------------
El Paso County Hospital District d/b/a University Medical Center of
El Paso ("UMC") asks the U.S. Bankruptcy Court for the Western
District of Texas, El Paso Division, to terminate the exclusive
period within which El Paso Children's Hospital Corporation may
file and solicit its Chapter 11 plan.

UMC relates that the Children's Hospital filed its plan of
reorganization within the 120-day statutory exclusivity period and
that because the Debtor filed a plan, the exclusivity period within
which no other party can file a proposed plan for the Children's
Hospital is extended by an additional 60 days.  UMC contends that
the Debtor's plan is patently unconfirmable.  UMC relates that the
Debtor has effectively conceded that competing plans are required
in this case by proposing two separate and incompatible options for
reorganization: (i) "Plan A," a "Hail Mary" premised on prevailing
on every issue in its pending adversary proceedings against UMC and
finding a white knight "strategic partner;" and (ii) a fallback
"Plan B" in the form of Debtor's unilateral markup of a draft
offered by UMC, premised on forcing UMC to involuntarily contribute
additional funds to pay EPCH's creditors.  UMC asserts that neither
EPCH Plan scenario is confirmable.

UMC tells the Court that maintaining exclusivity will leave the
Children's Hospital no closer to a successful reorganization in
sixty days. UMC further tells the Court that the Debtor will have
accomplished nothing but more delay, a substantial increase in
professional fees, and pushing the Children's Hospital that much
closer to the brink of total failure and closure.

                         Debtor's Response

The Children's Hospital tells the Court that it should not
terminate the exclusivity period, as the Children's Hospital had
already earned the additional right of exclusive solicitation after
timely filing its Chapter 11 Plan of Reorganization.  The
Children's Hospital further tells the Court that Congress has given
the debtor the exclusive first right to obtain an agreement with
its creditors, and UMC has shown no cause to be granted an
extraordinary adversarial platform.

The University Medical Center of El Paso is represented by:

          Louis R. Strubeck, Jr., Esq.
          Elizabeth Boydston, Esq.
          Timothy S. Springer, Esq.
          NORTON ROSE FULBRIGHT US LLP
          2200 Ross Avenue, Suite 3600
          Dallas, TX 75201-7932
          Tel: (214)855-8000
          Fax: (214)855-8200
          E-mail: louis.strubeck@nortonrosefulbright.com
                  liz.boydston@nortonrosefulbright.com
                  tim.springer@nortonrosefulbright.com

El Paso Children's Hospital Corporation is represented by:

          Patricia B. Tomasco, Esq.
          Jennifer F. Wertz, Esq.
          JACKSON WALKER LLP
          100 Congress Avenue, Suite 1100
          Austin, Texas 78701
          Tel: (512)236-2000
          Fax: (512)236-2002
          E-mail: jwertz@jw.com


                 About El Paso Children's Hospital

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

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

The case is assigned to Judge H. Christopher Mott.

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

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

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

A Committee of Unsecured Creditors was formed on Sept. 1, 2015.
The Committee tapped Brinkman Portillo Ronk, APC as its counsel,
and Singer & Levick P.C. as its co-counsel.

                           *     *     *

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

El Paso Children's Hospital has proposed a Chapter 11 plan that
offers two scenarios to achieve payment of claims.  Under Plan
Scenario A, the Debtor will enter into a transaction with a
strategic partner.  Under Plan Scenario B, control of the hospital
will be on terms proposed by UMC, subject to certain
modifications.



ELBIT IMAGING: Files Notice of Annual Meeting with SEC
------------------------------------------------------
In connection with the upcoming 2015 Annual General Meeting of
Shareholders of Elbit Imaging Ltd. to be held at 11:00 a.m. (Israel
time) on Oct. 19, 2015, the Company filed with the Securities and
Exchange Commission a copy of:

  * Notice to Shareholders of Elbit Imaging Ltd. containing a
    revised Item No. 2 to the Proxy Statement ("Election of
    Directors") in connection with the Meeting.

  * Revised Proxy Card.

At the Meeting, up to five directors who are not external directors
are to be elected, each to hold office until the close of the next
Annual General Meeting of Shareholders at which one or more
directors are elected or until their successors have been duly
elected, unless any office is earlier vacated under any relevant
provision of the Company's Articles of Association or applicable
laws or regulations.  The Company's external directors will
continue to serve their respective three-year terms.  These are the
nominees:

  1. Alon Bachar
  2. Ron Hadassi
  3. Shlomo Kelsi
  4. Yoav Kfir
  5. Boaz Lifschitz
  6. Nadav Livni
  7. Micha Korman
  8. David Lev
  9. Yael Reznik Cramer
10. Yehuda Vatkin

The following nominees are currently serving on the Board of
Directors, which is currently comprised of seven board members (in
addition to two additional external directors): Alon Bachar, Ron
Hadassi, Shlomi Kelsi, Yoav Kfir, Boaz Lifschitz and Nadav Livni.

A copy of the filing is available for free at http://is.gd/rDh4kG

                        About Elbit Imaging

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

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

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

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

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


ENERGYTEK CORP: Has $62K Net Loss in Second Quarter
---------------------------------------------------
EnergyTek Corp. filed with the U.S. Securities and Exchange
Commission an amendment to its quarterly report on Form 10-Q,
disclosing a net loss of $62,424 on $14,161 of revenues for the
three months ended June 30, 2015, compared with a net loss of
$37,226 on $15,355 of revenues for the same period in 2014.

The Company's balance sheet at June 30, 2015, showed $3.76 million
in total assets, $341,098 in total liabilities, and stockholders'
equity of $3.42 million.

The Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern and as a result, its independent
registered public accounting firm included an explanatory paragraph
in their report on the Company's consolidated financial statements
for the year ended Dec. 31, 2014 with respect to this
uncertainty.

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

                       http://is.gd/g9nVMP
                          
EnergyTek Corp. focuses on technologies in the energy sector. It
holds interest in oilfield assets, including leases on six shallow
zone producing oil wells and one salt water disposal well in the
Luling, Texas area.  The company was formerly known as Broadleaf
Capital Partners, Inc. and changed its name to EnergyTek Corp. in
July 2014.  EnergyTek Corp. was incorporated in 1984 and is based
in Luling, Texas.

The Company reported a net loss of $58,000 on $26,100 of revenues
for
the three months ended March 31, 2015, compared to a net loss of
$16,500
on $0 of revenues for the same period in 2014.

The Company's balance sheet at March 31, 2015, showed $3.77 million
in
total assets, $332,928 in total liabilities and total
stockholders' equity of $3.44 million.


FLOWORKS INT'L: Moody's Cuts Corporate Family Rating to Caa1
------------------------------------------------------------
Moody's Investors Service downgraded Floworks International LLC's
(Shale-Inland Holdings, LLC) corporate family rating to Caa1 from
B3 and its senior secured note rating to Caa2 from Caa1. Moody's
also lowered its probability of default rating to Caa1-PD/LD from
B3-PD since it views the company's recent senior secured note
purchase at a discount to par value as a distressed exchange. The
corporate family and senior secured ratings downgrades and negative
outlook reflect the recent substantial deterioration in Floworks
operating results and credit metrics and the expectation they will
remain weak over the next 12 to 18 months.

The following ratings were affected in this rating action:

Corporate Family Rating, Downgraded to Caa1 from B3;

Probability of Default Rating, Downgraded to Caa1- PD/LD from
B3-PD;

$221 Million Senior Secured Notes due 2019, Downgraded to Caa2
(LGD4) from Caa1( LGD4);

Outlook Actions:

Outlook, Remains Negative

RATINGS RATIONALE

Floworks Caa1 corporate family rating reflects its small size,
elevated leverage, negative interest coverage, significant exposure
to the cyclical downstream energy sector, the possibility of
further debt financed acquisitions and the company's low profit
margins, which are typical of the distribution industry. The
ratings are supported by the company's exposure to MRO activity,
long-term relationships with large and well-established customers
as well as the countercyclical working capital needs and limited
capital expenditure requirements of the distribution business
model. The company also has an adequate liquidity profile and no
near term debt maturities.

Floworks recent operating results have been very weak driven by
intensely competitive market conditions, delayed petrochemical
projects and refinery turnaround and maintenance activity, the loss
of a few key sales personnel to competitors, increased personnel
costs and higher third party costs associated with information
technology projects. As a result, Floworks adjusted EBITDA declined
to $8 million during the six months ended August 2, 2015 versus $21
million during the same period in the prior year despite a modest
increase in revenues. This has led to a significant deterioration
in Floworks credit metrics, with its adjusted leverage ratio
(Debt/EBITDA) rising to 11.8x from 6.7x in August 2014 and its
interest coverage ratio ((EBITDA-CapEx)/Interest Expense) declining
to 0.0x from 0.1x.

Moody's expects the company's operating results to remain under
pressure in the second half of the fiscal year (ending January 31,
2016) since demand remains lackluster, competition intense and
stainless steel prices weak. Therefore, Floworks is likely to
produce adjusted EBITDA in the range of $15 million to $18 million
in fiscal 2015 versus $39 million last fiscal year. This will
result in its credit metrics deteriorating further with its
leverage ratio rising above 18.0x and its interest coverage ratio
becoming slightly negative. These metrics will remain very weak for
the company's rating. Floworks operating results could improve in
the fiscal 2016 (ends January 29, 2017) if refinery maintenance and
petrochemical project activity picks up, but the upside will be
limited since competitive pressure is likely to remain intense as
upstream and midstream focused distributors migrate to the
downstream sector.

Floworks has an adequate liquidity profile with about $7 million of
cash and $125 million of availability on its ABL revolver as of
August 2, 2015. The revolver had $36.5 million of borrowings and
$8.5 million of letters of credit outstanding. Floworks liquidity
has deteriorated during the current quarter since it used revolver
borrowings to repurchase $29 million face value of its senior
secured notes for about $22 million in late September 2015. This
transaction is considered a distressed exchange and a default under
Moody's definitions. Floworks is expected to generate modestly
negative free cash flow over the next 12 to 18 months since its
operating performance will remain weak, project activity has been
delayed and it is investing in working capital to support modestly
increased sales in the second half of fiscal 2015 and a more robust
improvement in fiscal 2016.

Floworks liquidity should remain adequate since it is expected to
have capital expenditures of less than $10 million in fiscal 2015
and 2016. The company also has no debt maturities until 2019.

The negative outlook reflects the likelihood that Floworks
operating results will remain under pressure and its credit metrics
very weak for its rating in the near term. The outlook could return
to stable if operating results and credit metrics improve
substantially. This would include the leverage ratio (Debt/EBITDA)
declining to 6.0x and the interest coverage ratio
(EBITDA-CapEx/Interest Expense) rising above1.0x.

The ratings are not likely to experience upward pressure in the
near term. However, Floworks ratings could be upgraded if the
company's financial leverage declines below 4.5x and it
consistently generates free cash flow of at least $50 million.

Negative rating pressure could develop if Shale's leverage ratio
remains above 7.0x or its interest coverage ratio is sustained
below 0.75x, as measured by (EBITDA-CapEx)/Interest. A significant
reduction in borrowing availability or liquidity could also result
in a downgrade.

Floworks LLC, headquartered in Houston, Texas, is a distributor and
supplier of pipe, valves, fittings (PVF) and related products and
technical solutions to the energy and industrial sectors. The
company operates in two segments: Pipe, Fitting, Flanges (PFF) (50%
of LTM revenues) is a distributor of pipe, fittings, flanges and
other products primarily for the petrochemical, refining, mining
and power generation industries; Valves and Automation (50% of LTM
revenues) is a distributor of manual and automated valve products
and accessories for the petrochemical, refining, upstream and
midstream oil & gas, power generation, mining, marine and other
industrial end-markets. The company operates out of approximately
40 branch locations throughout the United States, Canada, Saudi
Arabia and China and generated revenues of $620 million for the
trailing twelve months ended August 2, 2015.


FUSION TELECOMMUNICATIONS: Acquires Solutions Provider RootAxcess
-----------------------------------------------------------------
Fusion has acquired the customer base, technology platform and
infrastructure, and other assets of RootAxcess, LLC.

Chicago-based RootAxcess delivers a broad range of cloud solutions,
including Infrastructure-as-a-Service (IaaS), cloud computing,
cloud storage, cloud hosting, virtual data center, backup and
recovery, and virtual servers, using both private and hybrid cloud
infrastructure.

Fusion's acquisition of RootAxcess closed on Sept. 30, 2015, and
was funded via its cash balances and revolving credit facility.
Fusion expects to fully integrate RootAxcess by the end of the
first quarter of 2016.

Highlights of the Acquisition

   * Accelerates Fusion's expansion in the cloud computing segment
     of its business with significant cross-selling and upselling
     opportunities into the Company's existing customer base of
     approximately 11,000 businesses

   * Strengthens Fusion's presence in the Cloud IaaS market, which

     industry research firm Gartner expects to grow from $16.5
     billion in annual global revenues in 2015 to approximately
     $44.5 billion in 2019, reflecting a 28% compound annual
     growth rate

   * Contributes a predictable, high-margin revenue stream of
     approximately $1.0 million annually, with nearly 100% monthly

     recurring revenues, approximately 1% churn, and a pro forma
     gross margin of approximately 70%.

   * Adds a business customer base with average monthly revenue    

     per customer of over $2,900

   * Immediately accretive to Fusion's earnings and cash flow

   * Purchase price represents a valuation of approximately 3.0x
     pro forma LTM EBITDA

Matthew Rosen, Fusion's chief executive officer, said, "We are
delighted to announce the acquisition of RootAxcess.  With Fusion's
current suite of cloud computing solutions designed for large
enterprise customers, the acquisition of RootAxcess provides us
with a complementary set of cloud computing solutions for a broader
range of businesses.  We intend to integrate, enhance and expand
RootAxcess' regional infrastructure with Fusion's advanced cloud
platform and fully diverse and redundant nationwide network to
support our growth strategy in the cloud.  We believe that the
integration of RootAxcess with Fusion's extensive customer
relationships, expertise in key industry verticals, and nationwide
infrastructure will further differentiate Fusion as the single
source for the cloud for businesses of any size.  We anticipate
significant upsale of the integrated solution to our existing base
of 11,000 business customers.

"As we have stated, a key near-term objective for Fusion is to gain
scale through acquisitions, complemented by organic growth," Mr.
Rosen continued.  "This transaction represents an important step
toward this objective as it significantly enhances Fusion's ability
to deliver robust, industry-leading cloud computing solutions to
our existing customers and accelerates the expansion of the cloud
computing segment of our business."

"As a leading cloud services provider with an end-to-end product
suite, nationwide next-generation cloud network, and a strong
customer-focused culture, Fusion is the ideal partner to take the
RootAxcess portfolio to the next level," said Eric Wince,
RootAxcess' chief executive officer.  "Fusion's management shares
our vision of the transformational benefits of the cloud, and we
expect this transaction to be highly beneficial to our valued
customers who can continue to rely on robust, secure cloud
computing solutions for their most mission-critical needs."

Don Hutchins, Fusion's president and chief operating officer, said,
"RootAxcess brings to Fusion a compelling customer and ARPU profile
on top of a growing base of high-margin recurring revenues.  The
transaction is accretive to Fusion today, and we expect its
contributions to the Company's revenues, earnings and cash flow to
grow meaningfully as we take advantage of cross-sell and upsell
opportunities."

"We also welcome Jeff Cohn as Fusion's Vice President of Cloud
Infrastructure Solutions," Mr. Hutchins continued.  "Jeff is one of
the founders of RootAxcess, serving as its CIO and CTO.  He is a
senior information technology executive with over 20 years of
experience, having previously served as the CIO and SVP of
Technology and Facilities at Playboy Enterprises, Inc., a $250
million publicly-traded company.  There, he built and managed
multiple 24/7 data centers around the world as well as HD broadcast
transmission facilities, and was responsible for all corporate
technology functions to follow Sarbanes-Oxley compliance.  We are
confident that Jeff will build upon the high standards of
innovation and customer service he established at RootAxcess and
look forward to his contributions in driving Fusion's continued
growth."

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.,
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion incurred a net loss applicable to common shareholders of
$4.31 million in 2014, a net loss applicable to common shareholders
of $5.48 million in 2013 and a net loss applicable to common
stockholders of $5.61 million in 2012.

As of June 30, 2015, the Company had $68.9 million in total assets,
$60.2 million in total liabilities and $8.7 million in total
stockholders' equity.


GAS-MART USA: Has Consignment Agreement with Philipps 66
--------------------------------------------------------
Gas-Mart USA Inc, et al., asked the United States Bankruptcy Court
for the Western District of Missouri for authority to enter into
consignment agreement with Philipps 66 to maintain an adequate
supply of fuel at each of their gas stations.

The Debtors explained that they need to restart the fuel supply in
order to successfully reorganize.  Under the terms of the
Agreement, Phillips 66 will provide fuel to 24 of the Debtors' gas
stations on consignment.  For all fuel purchased at the pump at
those 24 locations, the sale proceeds will be delivered directly to
Phillips 66.  In exchange for allowing Phillips 66 to realize all
revenues and profits from the sale of fuel at these 24 locations,
the Agreement requires that Phillips 66 pay the Debtors $12,000 per
month for each location, resulting in total revenue to the Debtors
of $288,000 each month.

The Debtors assert that if they are not authorized to enter into
the Agreement, immediate and irreparable harm would result.
Phillips 66 will not supply fuel to the Debtors unless the
Agreement is in effect.  Without Phillips 66 as a fuel supplier,
the Debtors will be forced to look elsewhere for fuel.  The
Agreement provides for monthly installment payments on the
Prepetition AR beginning immediately, but does not call for monthly
payments on the Note Indebtedness until January 2016.  Thus,
granting the relief requested herein on an interim basis would
result in only $100,000 of prepetition debt being paid to Phillips
66 prior to a final hearing.

Wells Fargo Bank, National Association, a secured creditor and
party in interest, objected to the proposed consignment agreement
asserting that the motion requests authorization of postpetition
payments to Phillips 66 in payment on its pre-petition debt in
violation of Section 362 of the Bankruptcy Code.  The Debtors are
to pay Phillips 66 on their prepetition debt in the amount of
$6,240 per week, $24,960 per month beginning immediately,
increasing to $18,240 per week beginning January 1, 2016 to pay
down Phillips 66 prepetition unsecured note.  The Motion posits
that Phillips 66 will initially receive $24,960 a month in payments
on pre-petition debt, increasing to $72,960 per month beginning
January 1, 2016.  Wells Fargo might be able to accept the
consignment concept excluding all prepetition debt payments to
Phillips 66.

                          *     *     *

The Court having reviewed the Motion, and considered the evidence
presented and arguments of counsel; and for good and sufficient
cause appearing therefore, approved the Consignment Agreement in
order for the Debtor to  maintain an adequate fuel supply which is
critical to maintaining the value of the Debtors' bankruptcy
estates for their creditors and equity holders.

The Debtors are represented by:

          Paul M. Hoffmann, Esq.
          Sharon Stolte, Esq.
          Nicholas J. Zluticky, Esq.
          STINSON LEONARD STREET LLP
          1201 Walnut, Suite 2900
          Kansas City, MO 64106
          Tel: (816) 842-8600
          Fax: (816) 691-3495
          Email: paul.hoffmann@stinsonleonard.com
                 sharon.stolte@stinsonleonard.com
                 nicholas.zluticky@stinsonleonard.com

Wells Fargo Bank, National Association, is represented by:

          Stephen B. Sutton, Esq.
          LATHROP & GAGE LLP
          2345 Grand Boulevard, Suite 2200
          Kansas City, Missouri 64108-2618
          Tel: (816) 292-2000
          Fax: (816) 292-2001
          Email: SSutton@LathropGage.com

                  About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving
Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
Oct. 30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.

In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors.  The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.


GAS-MART USA: Has Final Authority to Obtain $1.5MM DIP Loan
-----------------------------------------------------------
Judge Arthur B. Federman of the United States Bankruptcy Court for
the Western District of Missouri gave Gas-Mart USA Inc, et al.,
final authority to obtain postpetition financing UMB Bank and use
cash collateral securing their prepetition indebtedness.

UMB Bank, the DIP Lender, extending postpetition credit up to an
aggregate principal amount not to exceed $1,550,000, accruing
interest at the rate of 8.25% per annum.  In order to facilitate
the Post-Petition Financing and in exchange for the relief and
concessions given by the Debtors as set forth herein, Sun Life has
agreed, and consents to, the DIP Lender having a senior priming
lien on the Primed Collateral securing all the Post-Petition
Financing as well as the DIP Lender Pre-Petition Indebtedness up to
$2,250,000.

Pursuant to Section 364(b) of the Bankruptcy Code, the DIP Loan
will constitute an allowed administrative expense of the Debtors.
It will constitute superiority claims with priority in payment over
any and all administrative expenses of the kinds specified subject
only to the Carve Out.  No cost or expense of administration under
the previously referenced Code sections shall be senior to, or pari
passu with, the Super-priority Claims of the DIP Lender arising out
of the Post-Petition Indebtedness, subject only to the payment of
the Carve-Out to the extent specifically provided for herein.

In addition to the other payments required under the DIP Order, the
Debtors will pay to DIP Lender regular monthly payments of $31,000
after the Petition Date and pay to Sun Life regular monthly
payments of $74,911 after the Petition Date.

                           Objections Resolved, Overruled

Kansas Turnpike Authority and the Iowa Department of Revenue
objected to the Debtors' request for final authority to obtain DIP
Loan.

KTA objects to Debtors' Motion and the Interim Order to the extent
they are intended to grant the DIP Lender a first priority lien in
the Security Deposits.  KTA asserts that it is entitled to apply
the Security Deposits in satisfaction of its allowable claim.  The
definition of "Permitted Lien" should be expanded in any final
order to include the KTA's right to apply the Security Deposits as
permitted by applicable law, KTA further asserted.

The IDR asserts that it is entitled to adequate protection for its
interest in (a) fuel taxes collected from customers who bought fuel
that the Debtors obtained from Phillips 66 in May and June 2015,
and (b) sales taxes collected from customers who made purchases
prior to the bankruptcy.  As adequate protection, the Court should
order the Debtors to identify any fuel or sales taxes held in trust
and turn them over to the IDR or, alternatively, order the Debtors
to segregate and escrow the trust funds into an interest bearing
account pending the filing of a turnover proceeding by the IDR, IDR
added.

The Debtors are represented by:

          Paul M. Hoffmann, Esq.
          Sharon Stolte, Esq.
          Nicholas J. Zluticky, Esq.
          STINSON LEONARD STREET LLP
          1201 Walnut, Suite 2900
          Kansas City, MO 64106
          Tel: (816) 842-8600
          Fax: (816) 691-3495
          Email: paul.hoffmann@stinsonleonard.com
                 sharon.stolte@stinsonleonard.com
                 nicholas.zluticky@stinsonleonard.com

Iowa Department of Revenue is represented by:

           John Waters, Esq.
           Attorney At Law
           Iowa Department of Revenue
           Collections Section
           P.O. Box 10457
           Des Moines, Iowa 50306
           Tel: (515) 281-6427
           Fax: (515) 281-0763
           Email: john.waters@iowa.gov

Kansas Turnpike Authority is represented by:

           Toby Crouse, Esq.
           FOULSTON SIEFKIN LLP
           9225 Indian Creek Pkwy.
           32 Corporate Woods, Ste. 600
           Phone: (913) 498-2100
           Email: tcrouse@foulston.com

              -- and --

           Shannon D. Wead, Esq.
           Foulston Siefkin LLP
           1551 N. Waterfront Pkwy., Ste. 100
           Wichita, KS 67206
           Tel: (316) 267-6371
           Email: swead@foulston.com

                   About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
Oct. 30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.

In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors.  The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.


GAS-MART USA: SNC Seeks Adequate Protection
-------------------------------------------
SNC JJ Holdings, LLC, asks the United States Bankruptcy Court for
the Western District of Missouri to direct Gas-Mart USA Inc, et
al., to provide adequate protection on its collateral position to
prevent irreparable damage.

SNC asserts that the Debtors continue to use, possess, and operate
the SNC C-Stores.  The SNC C-Stores depreciate and deteriorate as a
result of their continued use by the Debtors, with no commensurate
value being conferred to SNC in the form of payments from the
Debtors.  Thus, SNC asks the Court to enter an order providing
adequate protection, including but not limited to: (a) the payment
of monthly interest at the non-default rate as adequate protection
in an amount to be determined by the Court; (b) the granting of
additional and replacement liens upon all of the Debtors' property
and the proceeds thereof; and (c) the granting of super-priority
administrative expense claims for any failed adequate protection.

In response, the Debtors deny SNC's allegations that the SNC
C-Stores have decreased in value by nearly 15%.  The Debtors add
that they are paying monthly adequate protection payments of
$48,000, primarily for the benefit of secured creditors St. Johns
Bank and Jeff Aldrich.  The relief requested by SNC should be
denied because the conduct of SNC Bank prior to the commencement of
these cases creates issues of waiver or estoppel that justify
denial of the requested relief, the Debtors asked the Court.

UMB Bank, N.A., and Sun Life Assurance Company of Canada filed a
joint response and reservation of rights to SNC's Motion.  They
assert that the Motion is unclear as to whether SNC is seeking
relief that would contradict the terms of the DIP Order.  With
respect to SNC, they have not consented to any modification of the
DIP Order or variance in the Budget.  Thus, both reserve all rights
and remedies that they have under the DIP Order and request that
the Court enter an order denying the Motion to the extent that it
seeks relief that would violate and/or contradict the DIP Order.

The Debtors are represented by:

          Paul M. Hoffmann, Esq.
          Sharon Stolte, Esq.
          Nicholas J. Zluticky, Esq.
          STINSON LEONARD STREET LLP
          1201 Walnut, Suite 2900
          Kansas City, MO 64106
          Tel: (816) 842-8600
          Fax: (816) 691-3495
          Email: paul.hoffmann@stinsonleonard.com
                 sharon.stolte@stinsonleonard.com
                 nicholas.zluticky@stinsonleonard.com

SNC JJ Holdings, LLC, is represented by:

          Mark T. Benedict, Esq.
          John J. Cruciani, Esq.
          HUSCH BLACKWELL
          4801 Main Street, Suite 1000
          Kansas City, MO 64112
          Tel: (816) 983-8000
          Fax No: (816) 983-8080
          Email: mark.benedict@huschblackwell.com
                 john.cruciani@huschblackwell.com

UMB BANK, N.A. is represented by:

          Scott J. Goldstein, Esq.
          Eric L. Johnson, Esq.
          SPENCER FANE BRITT & BROWNE LLP
          1000 Walnut Street
          Kansas City, Missouri 64106
          Tel: (816) 478-8100
          Fax: (816) 471-6467
          Email: sgoldstein@spencerfane.com
                 ejohnson@spencerfane.com

Sun Life Assurance Company of Canada is represented by:

          William C. Heuer, P.C., Esq.
          DUANE MORRIS LLP
          1540 Broadway
          New York, NY 10036
          Tel: (212) 692-1070
          Fax: (212) 208-4521
          Email: wheuer@duanemorris.com

             -- and --

          Jeffrey A. Deines, Esq.
          Shane J. McCall, Esq.
          LENTZ CLARK DEINES PA
          9260 Glenwood
          Overland Park, KS 66212
          Tel: (913) 648-0600
          Fax: (914) 648-0664
          Email: jdeines@lcdlaw.com
                 smccall@lcdlaw.com

                   About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving
Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
Oct. 30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.

In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors.  The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.


GAS-MART USA: St. James Bank Seeks Adequate Protection
------------------------------------------------------
St. James Bank and Trust Company, a creditor in the Chapter 11
cases of Gas-Mart USA Inc, et al., asks the the United States
Bankruptcy Court for the Western District of Missouri to lift the
automatic stay to permit it to exercise all of its rights and
remedies under the state law and the St. Johns Prepetition Loan
documents, or alternatively, grant it adequate protection in amount
sufficient to adequately compensate it for the ongoing decline in
value of its collateral.

St. James tells Court that the Debtor owes it an aggregate amount
of approximately $3,099,399, not including applicable accrued
interest, fees and charges, as of the Petition Date.  As a result
of insufficient equity positions, St. John's interests in its
collateral are not adequately protected, St. John's said.

In response, the Debtor disputes that St. Johns is subject to an
avoidable and recoverable offset under Section 553(b) of the
Bankruptcy Code in the amount of at least $258,211, and possibly as
high as $371,889.  The relief requested in the St. Johns Motion
should be denied because the conduct of St. Johns Bank immediately
prior to the commencement of these cases creates issues of waiver
or estoppel that justify denial of the requested relief, the
Debtors add.

The Debtors are represented by:

          Paul M. Hoffmann, Esq.
          Sharon Stolte, Esq.
          Nicholas J. Zluticky, Esq.
          STINSON LEONARD STREET LLP
          1201 Walnut, Suite 2900
          Kansas City, MO 64106
          Tel: (816) 842-8600
          Fax: (816) 691-3495
          Email: paul.hoffmann@stinsonleonard.com
                 sharon.stolte@stinsonleonard.com
                 nicholas.zluticky@stinsonleonard.com

St. James Bank and Trust Company is represented by:

          Robert E. Eggmann, Esq.
          Thomas H. Riske, Esq.
          DEGSAI EGGMANN MASON LLC
          7733 Forsyth Boulevard, Suite 800
          St. Loius, Missouuri 63105
          Tel: (314) 881-0800
          Fax: (314) 881-0820
          Email: reggmann@demlawllc.com
                 triske@demlawllc.com

                  About Gas-Mart

Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.

Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores").  With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving
Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area.  Fran is a fuel hauling business located
in and serving Kansas City.

Judge Arthur B. Federman presides over the Chapter 11 cases.

The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as
conflicts
counsel; and Frank Wendt as special conflicts counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
Oct. 30, 2015.

Gas-Mart estimated $10 million to $50 million in assets and debt.

In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors.  The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.


GBG RANCH: 3 Parties Interested to Be GBG Ranch Trustee
-------------------------------------------------------
In a status report filed Sept. 30, 2015, GBG Ranch, Ltd., said
three entities remain interested in serving as the trustee of the
GBG Ranch Trust, which will be formed on the effective date of the
Debtor's liquidating plan:

    a. American Bank;
    b. The Trust Company; and
    c. Wells Fargo Bank.

The interest of each of American Bank, The Trust Company and Wells
Fargo Bank is evidenced in the written correspondence from a
representative authorized to bind the prospective trustee.

As of Sept. 30, neither the Debtor nor its counsel has been
notified of any provision of the GBG Ranch Trust which is opposed
by any prospective trustee.

The Debtor also reported that it has identified the Hon. Richard
Schmidt as the Trustee of the Litigation Trust.  The Hon. Richard
Schmidt has agreed to serve as the Litigation Trustee under the
Litigation Trust.

The Debtor will fund the Litigation Expense Fund on the Effective
Date in the amount of $1,000,000 which funds will be held by the
Litigation Trustee and used in furtherance of the purpose of the
Litigation Trust as detailed at Section 1.5 of the Litigation
Trust.

                        The Chapter 11 Plan

GBG Ranch has filed a Chapter 11 liquidating plan that contemplates
the disposition of all assets of the Debtor.  The Debtor proposes
to dispose of all of its assets in accordance with the stipulation
with Quita Wind Energy Company, LLC.

The Debtor believes that the Plan provides for the payment in full
of all allowed claims and, thereafter causes the distribution of
the remaining assets of the Estate to the equity interest holders
of the Debtor.  All classes are unimpaired under the Plan.

A copy of the Third Amended Disclosure Statement filed Aug. 14,
2015, is available for free at:

        http://bankrupt.com/misc/GBG_Ranch_371_3rd_Am_DS.pdf

                          About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, owns the surface
estate of three ranches in the vicinity of Laredo, Webb County,
Texas.   

GBG Ranch sought Chapter 11 protection (Bankr. S.D. Tex. Case No.
14-50155) in Laredo, Texas on July 8, 2014, to seek relief from the
contentious and costly intra-family litigation that had been
ongoing for several years.  The petition was signed by Manuel A.
Benavides, president.

The Benavides family, consisting of the matriarch, Norma, her two
sons, Guillermo ("Memo") and Manuel ("Guero"), and various entities
owned and controlled by them in varying percentages, have been
embroiled in acrimonious litigation since early 2011.  The parties
to these lawsuits (which were consolidated into a single lawsuit
under Case No. 2011 CVF 000194-D1) are various factions of the
Benavides family and organizations controlled by them which are
suing each other on a multiplicity of claims including efforts to
wrest control over the Ranches from the current management of the
Debtor and to displace the current management of the Debtor.  The
Debtor removed the litigation to the Bankruptcy Court on July 9,
2014.  The litigation has been abated by the agreement of the
parties pending further order of the Bankruptcy Court.  The Debtor
believes that the litigation can and will be resolved by the
Bankruptcy Court, either by agreement or judgment subsequent to the
confirmation of the Plan.

In schedules filed Dec. 9, 2014, the Debtor disclosed $54,111,258
in assets and $4,401,493 in liabilities as of the Chapter 11
filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.

In October 2014, the Court, with the agreement of the Debtor, Memo
and Quita Wind, appointed Ronald Hornberger as the Chapter 11
Examiner under 11 U.S.C. Sec. 1106.

The general bar date for filing proofs of claim in this case was
Dec. 6, 2014.  By agreement, the bar date for the filing of proofs
of claim for the affiliated entities and individuals was Aug. 28,
2015.

Memo withdrew his request for the appointment of a Chapter 11
Trustee after Memo and the Debtor agreed that the Debtor would
"file and pursue confirmation of a plan of reorganization which
provides for the disposition of all assets of the Debtor, including
but not limited to real and personal property".


GBG RANCH: 3rd Amended Plan & Disclosure Statement Filed
--------------------------------------------------------
GBG Ranch, LTD, on Oct. 1, 2015, filed a redlined version of its
proposed Third Amended Plan of Liquidation.  A copy of the document
is available for free at:

     http://bankrupt.com/misc/GBG_Ranch_424_3rd_Am_Plan_RL.1.pdf

GBG Ranch, which sought bankruptcy due to a dispute among members
of the Benavides family, has filed a Chapter 11 liquidating plan
that contemplates the disposition of all assets of the Debtor.

According to the Third Amended Disclosure Statement dated Aug. 14,
2015, in accordance with the stipulation with Quita Wind Energy
Company, LLC, the Debtor proposes to dispose of all of its assets
in the following manner:

   a. Liquidate the non-mineral classified lands located on the
Hill consisting of Tracts 1, 2, 3, 4, 6, 7, 8 and 9 (collectively
referred to as the "Hill Fee Lands") pursuant to a competitive
bidding processes approved by the Bankruptcy Court on a
sale-by-sale basis.  As of Aug. 14, all but Hill Tracts 6 and 7
have been sold pursuant to final Court orders, and

   b. Transfer the surface estate, including the mineral classified
portion of the Corazon, the surface estate of the Oilton, and the
mineral classified lands of the Hill (Tract 517) into a Texas
domestic trust (the "GBG Ranch Trust") which shall have two classes
of beneficiaries: i. "Surface Estate Beneficiaries"; and ii. "Wind
Revenue Beneficiaries", and will receive from the Debtor cash in
the amount of $200,000, the Corazon Ranch, the Hill Tracts and the
Oilton Ranch (collectively the "Ranch Trust Assets") and will
receive from Quita Wind cash in the amount of $200,000 and the
rights of Quita Wind under the Wind Lease.

Because the Debtor is not currently apprised of the amount of the
claims to be asserted by the Creditor Respondents and, as
applicable, the Equity Respondents, the Debtor has contemplated
three alternative Plan scenarios in which the settlement of the GBG
Ranch Trust may be prohibited, to wit:

   1. The event of an Absolute Priority Rule violation
("Alternative One").  In the event that the total allowed amount of
the claims against the Debtor exceed the value of the cash on hand,
the recoverable cash and liquidatable assets of the Debtor,
exclusive of the Ranch Trust Assets, all or part of the Ranch Trust
Assets may be sold by the Debtor to enable the Plan to comply with
the Absolute Priority Rule.

   2. The lack of an accepting trustee ("Alternative Two").  In the
event that the establishment of the GBG Ranch Trust fails because a
qualified trustee declines to accept the trusteeship, the Debtor
will cause the Corazon, the Oilton and the Remaining Hill Tracts to
be sold post confirmation under the supervision of the Bankruptcy
Court and utilizing a competitive bidding process established on a
sale-by-sale basis.  The Creditor Respondents and the Equity
Respondents believe that a qualified trustee will be found who will
accept all of the real estate assets of GBG Ranch, including the
Corazon Ranch.

    3. The determination by an accepting trustee that one or more
proposed trust assets will not be accepted ("Alternative Three").

In the event that a qualified trustee is identified for the GBG
Ranch Trust but declines to accept the Corazon, the Oilton or the
Hill Tracts (one or more a "Rejected Plan Asset"), the Debtor will
cause the Rejected Plan Asset to be sold under the supervision of
the Bankruptcy Court and utilizing a competitive bidding process
established on a sale-by-sale basis.

In addition, the Debtor will sell all of the personal property of
the Debtor, collect all intercompany accounts receivable, and
collect all third party accounts receivable.

According to the Third Amended Disclosure Statement, the final form
of the GBG Ranch Trust has not been approved by either settlor --
GBG Ranch or Quita Wind -- nor has it been accepted by any
Prospective Trustee, infra.  The final form of the GBG Ranch Trust
will not be approved, if at all, until confirmation of the Plan

The Debtor will, contemporaneously with the confirmation of the
Plan, establish a Litigation Trust and identify a Litigation
Trustee that will be charged with the evaluation and, as
applicable, commencement proceedings to collect on those claims for
the benefit of the Creditors and Equity Interest holders of the
Debtor.

The Debtor believes that the Plan provides for the payment in full
of all allowed claims and, thereafter causes the distribution of
the remaining assets of the Estate to the equity interest holders
of the Debtor.

After the payment of allowed third party claims, costs of
administration (including professional fees and U.S. Trustee's
fees), and liquidation of insider and related party claims, all
revenue remaining will be distributed to the equity interest owners
of the Debtor in proportion to their ownership immediately
preceding the Petition Date.

The Debtor has one general partner owning 2% of the Debtor and 13
limited partners owning 98% of the Debtor.  The limited partners of
the Debtor are Guillermo Benavides ("Memo") and trusts for the
benefit of his children totaling 39%, trusts for the benefit of the
children of Manuel A. Benavides ("Guero") totaling 39%, and the
Residuary Trust representing 20%.  The General Partner of the
Debtor is GBGIC.  The shareholders of GBGIC are (1) the Residuary
Trust, and (2) Guero.

All classes are unimpaired under the Plan.  As unimpaired classes,
all classes are conclusively presumed to have accepted the Plan
pursuant to Section 1126(f) of the Bankruptcy Code.

When referring to the Creditor Respondents, such moniker denotes
the positions of Memo and Will individually and as alleged on
behalf of GBGIC, C&H, Minerals, BFM, Quita Wind, Anam, Ltd., Anam
Management, LLC.  When referring to the Equity Respondents, such
moniker denotes the position of Memo asserted individually and
allegedly on behalf of the Residuary Trust.

A copy of the Third Amended Disclosure Statement filed Aug. 14,
2015, is available for free at:

        http://bankrupt.com/misc/GBG_Ranch_371_3rd_Am_DS.pdf

                          About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, owns the surface
estate of three ranches in the vicinity of Laredo, Webb County,
Texas.  GBG Ranch sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 14-50155) in Laredo, Texas on July 8, 2014, to seek relief
from the contentious and costly intra-family litigation that had
been ongoing for several years.  The petition was signed by Manuel
A. Benavides, president.

The Benavides family, consisting of the matriarch, Norma, her two
sons, Guillermo ("Memo") and Manuel ("Guero"), and various entities
owned and controlled by them in varying percentages, have been
embroiled in acrimonious litigation since early 2011.  The parties
to these lawsuits (which were consolidated into a single lawsuit
under Case No. 2011 CVF 000194-D1) are various factions of the
Benavides family and organizations controlled by them which are
suing each other on a multiplicity of claims including efforts to
wrest control over the Ranches from the current management of the
Debtor and to displace the current management of the Debtor.  The
Debtor removed the litigation to the Bankruptcy Court on July 9,
2014.  The litigation has been abated by the agreement of the
parties pending further order of the Bankruptcy Court.  The Debtor
believes that the litigation can and will be resolved by the
Bankruptcy Court, either by agreement or judgment subsequent to the
confirmation of the Plan.

In schedules filed Dec. 9, 2014, the Debtor disclosed $54,111,258
in assets and $4,401,493 in liabilities as of the Chapter 11
filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.

In October 2014, the Court, with the agreement of the Debtor, Memo
and Quita Wind, appointed Ronald Hornberger as the Chapter 11
Examiner under 11 U.S.C. Sec. 1106.

The general bar date for filing proofs of claim in this case was
Dec. 6, 2014.  By agreement, the bar date for the filing of proofs
of claim for the affiliated entities and individuals was Aug. 28,
2015.

Memo withdrew his request for the appointment of a Chapter 11
Trustee after Memo and the Debtor agreed that the Debtor would
"file and pursue confirmation of a plan of reorganization which
provides for the disposition of all assets of the Debtor, including
but not limited to real and personal property".


GBG RANCH: Confirmation Hearing Pushed Back to Nov. 20
------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas has agreed to continue the hearing to consider
confirmation of GBG Ranch, Ltd.'s liquidating plan to Nov. 20, 2015
at 9:00 a.m.  The judge also extended the deadline for ballots and
objections to confirmation to Nov. 10, 2015.

The Court on Aug. 7, 2015 had approved the Debtor's Third Amended
Disclosure Statement and fixed an Oct. 2 ballot deadline and an
Oct. 2 deadline for objections to confirmation, and set an Oct. 14
date for the confirmation hearing.

                   Mediation of Contested Issues

Guillermo Benavides Z, however, requested a continuance of the
hearing and the deadlines by 40 days, citing that mediation cannot
be conducted prior to the Oct. 14 confirmation hearing.

Counsel to Memo, Stephen L. Dittlinger, Esq., at Trevino, Valls &
Haynes, LLP, explained that at the conclusion of the hearing for
approval on the amended disclosure statement, the Court suggested
that the parties consider mediation of contested issues with the
Honorable Marvin Isgur in order to facilitate the confirmation
process.

According to Mr. Dittlinger, the consensus was that the mediation
should take place in late September, early October -- subject to
Judge Isgur's schedule --which would allow sufficient time for the
parties to proceed to confirmation if there were matters still in
dispute.

Ron Hornberger, the court appointed examiner, suggested that before
scheduling mediation, the parties hold a pre-mediation settlement
conference over which he would preside.  Both the Debtor and the
interested parties agreed to the suggestion. The purpose of the
conference was for the parties to attempt to resolve all matters in
controversy, and if not able to do that, at least attempt to narrow
the issues that Judge Isgur would address at mediation.

On Sept. 21 to 22, 2015, the parties held the pre-mediation,
settlement conference at the Examiner's office in San Antonio. The
settlement conference was unsuccessful.  After the conference
adjourned, all parties contacted Judge Isgur's case manager to
determine his availability to mediate the case.  They were informed
by the case manager that Judge Isgur would not be available to
conduct full day mediation until Oct. 30, 2015.

The order granting Guillermo Benavides' motion was signed on
Sept. 25, 2015, less than 24 hours after the motion was filed.

Guillermo Benavides Z is represented by:

         TREVINO, VALLS & HAYNES, LLP
         Stephen L. Dittlinger, Esq.
         Kenneth A. Valls, Esq.
         6909 Springfield Ave., Ste. 200
         P.O. Box 450989 (78045)
         Laredo, Texas 78041
         Tel: (956) 722-1417
         Fax: (956) 791-0220

              - and -

         DAVIS & SANTOS,
         ATTORNEYS & COUNSELORS, P.C.
         Jason Davis, Esq.
         Santos Vargas, Esq.
         The Weston Centre
         112 E. Pecan Street – Ste. 900
         San Antonio, Texas 78205
         Tel: (210) 853-5882
         Fax: (210) 200-8395

                        The Chapter 11 Plan

GBG Ranch has filed a Chapter 11 liquidating plan that contemplates
the disposition of all assets of the Debtor.  The Debtor proposes
to dispose of all of its assets in accordance with the stipulation
with Quita Wind Energy Company, LLC.

The Debtor believes that the Plan provides for the payment in full
of all allowed claims and, thereafter causes the distribution of
the remaining assets of the Estate to the equity interest holders
of the Debtor.  All classes are unimpaired under the Plan.

A copy of the Third Amended Disclosure Statement filed Aug. 14,
2015, is available for free at:

        http://bankrupt.com/misc/GBG_Ranch_371_3rd_Am_DS.pdf

                          About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, owns the surface
estate of three ranches in the vicinity of Laredo, Webb County,
Texas.   

GBG Ranch sought Chapter 11 protection (Bankr. S.D. Tex. Case No.
14-50155) in Laredo, Texas on July 8, 2014, to seek relief from the
contentious and costly intra-family litigation that had been
ongoing for several years.  The petition was signed by Manuel A.
Benavides, president.

The Benavides family, consisting of the matriarch, Norma, her two
sons, Guillermo ("Memo") and Manuel ("Guero"), and various entities
owned and controlled by them in varying percentages, have been
embroiled in acrimonious litigation since early 2011.  The parties
to these lawsuits (which were consolidated into a single lawsuit
under Case No. 2011 CVF 000194-D1) are various factions of the
Benavides family and organizations controlled by them which are
suing each other on a multiplicity of claims including efforts to
wrest control over the Ranches from the current management of the
Debtor and to displace the current management of the Debtor.  The
Debtor removed the litigation to the Bankruptcy Court on July 9,
2014.  The litigation has been abated by the agreement of the
parties pending further order of the Bankruptcy Court.  The Debtor
believes that the litigation can and will be resolved by the
Bankruptcy Court, either by agreement or judgment subsequent to the
confirmation of the Plan.

In schedules filed Dec. 9, 2014, the Debtor disclosed $54,111,258
in assets and $4,401,493 in liabilities as of the Chapter 11
filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.

In October 2014, the Court, with the agreement of the Debtor, Memo
and Quita Wind, appointed Ronald Hornberger as the Chapter 11
Examiner under 11 U.S.C. Sec. 1106.

The general bar date for filing proofs of claim in this case was
Dec. 6, 2014.  By agreement, the bar date for the filing of proofs
of claim for the affiliated entities and individuals was Aug. 28,
2015.

Memo withdrew his request for the appointment of a Chapter 11
Trustee after Memo and the Debtor agreed that the Debtor would
"file and pursue confirmation of a plan of reorganization which
provides for the disposition of all assets of the Debtor, including
but not limited to real and personal property".



GBG RANCH: Insists on Oct. 14 Plan Hearing or More Exclusivity
--------------------------------------------------------------
GBG Ranch, Ltd., filed an emergency motion for the U.S. Bankruptcy
Court for the Southern District of Texas to set aside and
reconsider its Sept. 25 order continuing the plan confirmation
hearing to Nov. 20.  In the alternative, GBG Ranch asks the Court
to extend the Debtor's exclusivity period in which to file a plan.

Judge David R. Jones, at the request of Guillermo Benavides Z
("Memo"), entered an order continuing the Oct. 14 hearing to
consider confirmation of GBG Ranch's liquidating plan to Nov. 20,
2015 at 9:00 a.m., and extended the deadline for ballots and
objections to confirmation to Nov. 10, 2015.

The order granting Memo's motion was signed on Sept. 25, 2015, less
than 24 hours after the motion was filed.

Carl M. Barto, counsel to the Debtor, notes that the Order extends
confirmation beyond Oct. 28, 2015, the end of the Debtor's
exclusivity period.  According to Mr. Barto, the exclusivity period
is a valuable right to the Debtor.  He says the Order has deprived
the Debtor of this right without the opportunity to be heard.

The Debtor states that it was in favor of Judge Isgur mediating the
case if that could occur before the Oct. 14, 2015 confirmation
date, but the Debtor does not believe that a delay of the hearing
on confirmation will move these parties any closer to a resolution
of their differences in this matter.

The Debtor believes, based on the experience gleaned from 15 days
of prior mediations, and particularly from its experience on Sept.
21 and 22, that further mediation in the case has zero prospect of
success, that the Motion for Continuance was filed solely for the
purpose of delaying or "blowing up" the confirmation of the
Debtor's Plan.

The Debtor believes that any additional delay will needlessly
increase cost.

"It will be difficult to confirm the Plan in 2015 if the Court does
not have the Plan confirmation hearing on October 14, 2015. The
setting of November 20, 2015 contained in Docket No. 412 is the
Friday before Thanksgiving and the beginning of that holiday
season.  It is very unlikely that, once calendars have again been
checked, that all of the litigants and their counsel will be
available on this date. The most likely result of this will be that
confirmation will be pushed back to 2016.  This will cause
additional costs and fees to be incurred in this case to the
further diminution of the estate," Mr. Barto tells the Court.

Mr. Barto contends that there is no valid reason to preclude the
presentation of the Debtor's Plan for confirmation at the
originally scheduled confirmation date of October 14 and 15, 2015.
He says the Debtor's Plan should be allowed to go to confirmation
and be confirmed if it meets the requirements of 11 U.S.C. Sec.
1129.

If the court does not set aside the Order resetting confirmation to
Nov. 20, 2015, the Debtor is asking the Court to extend the
Debtor's exclusivity period in which to file a Plan until thirty
days after the conclusion of a confirmation hearing on the Debtor's
Plan.

                        The Chapter 11 Plan

GBG Ranch has filed a Chapter 11 liquidating plan that contemplates
the disposition of all assets of the Debtor.  The Debtor proposes
to dispose of all of its assets in accordance with the stipulation
with Quita Wind Energy Company, LLC.

The Debtor believes that the Plan provides for the payment in full
of all allowed claims and, thereafter causes the distribution of
the remaining assets of the Estate to the equity interest holders
of the Debtor.  All classes are unimpaired under the Plan.

A copy of the Third Amended Disclosure Statement filed Aug. 14,
2015, is available for free at:

        http://bankrupt.com/misc/GBG_Ranch_371_3rd_Am_DS.pdf

                          About GBG Ranch

GBG Ranch, LTD, a Texas Limited Partnership, owns the surface
estate of three ranches in the vicinity of Laredo, Webb County,
Texas.   

GBG Ranch sought Chapter 11 protection (Bankr. S.D. Tex. Case No.
14-50155) in Laredo, Texas on July 8, 2014, to seek relief from the
contentious and costly intra-family litigation that had been
ongoing for several years.  The petition was signed by Manuel A.
Benavides, president.

The Benavides family, consisting of the matriarch, Norma, her two
sons, Guillermo ("Memo") and Manuel ("Guero"), and various entities
owned and controlled by them in varying percentages, have been
embroiled in acrimonious litigation since early 2011.  The parties
to these lawsuits (which were consolidated into a single lawsuit
under Case No. 2011 CVF 000194-D1) are various factions of the
Benavides family and organizations controlled by them which are
suing each other on a multiplicity of claims including efforts to
wrest control over the Ranches from the current management of the
Debtor and to displace the current management of the Debtor.  The
Debtor removed the litigation to the Bankruptcy Court on July 9,
2014.  The litigation has been abated by the agreement of the
parties pending further order of the Bankruptcy Court.  The Debtor
believes that the litigation can and will be resolved by the
Bankruptcy Court, either by agreement or judgment subsequent to the
confirmation of the Plan.

In schedules filed Dec. 9, 2014, the Debtor disclosed $54,111,258
in assets and $4,401,493 in liabilities as of the Chapter 11
filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.

In October 2014, the Court, with the agreement of the Debtor, Memo
and Quita Wind, appointed Ronald Hornberger as the Chapter 11
Examiner under 11 U.S.C. Sec. 1106.

The general bar date for filing proofs of claim in this case was
Dec. 6, 2014.  By agreement, the bar date for the filing of proofs
of claim for the affiliated entities and individuals was Aug. 28,
2015.

Memo withdrew his request for the appointment of a Chapter 11
Trustee after Memo and the Debtor agreed that the Debtor would
"file and pursue confirmation of a plan of reorganization which
provides for the disposition of all assets of the Debtor, including
but not limited to real and personal property".


GEO V HAMILTON: Files Voluntary Chapter 11 Bankruptcy Petition
--------------------------------------------------------------
Geo. V. Hamilton, Inc. on Oct. 8 disclosed that it filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Pennsylvania for the purpose of resolving all
existing and future personal injury and wrongful death claims
arising from alleged exposure to asbestos-containing products
distributed or installed by Hamilton more than 40 years ago.

For three decades, Hamilton has been a defendant in thousands of
personal injury lawsuits arising out of its alleged distribution
and installation of asbestos-containing products from the late
1940's to the early 1970's.  With this filing, Hamilton joins over
100 other companies which have filed for bankruptcy protection as a
result of asbestos-related litigation.  The asbestos lawsuits are
the sole reason for the action taken by Hamilton today.

The Chapter 11 process enables Hamilton to continue conducting
normal business operations during its bankruptcy case.  Hamilton
has filed customary motions with the Bankruptcy Court intended to
support its day-to-day operations for customers, employees,
vendors, suppliers, and other business partners during the
restructuring.  Among other things, Hamilton is seeking Court
approval to continue wage and salary payments to employees and
employee benefits in the ordinary course of business.

After decades in the tort system, Hamilton is confident that the
action taken today will enable it to grow and thrive as a company
and as an employer, while at the same time establish an asbestos
personal injury trust for the purpose of valuing, resolving, and,
if eligible, paying, current and future asbestos-related claims
against Hamilton in a fair and efficient manner.

                      About The Company

Formed in 1947, Hamilton is based in McKees Rocks, Pennsylvania,
its home of nearly seventy years.  Hamilton is a distributor of
insulation products and an insulation contractor serving a wide
variety of industrial, energy and commercial facilities in the
Pittsburgh area and elsewhere.  



GLOBAL DEFENSE: Mandatory Liquidation Raises Going Concern
----------------------------------------------------------
Global Defense & National Security Systems, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q, disclosing a net loss of $2.44 million on $nil of
revenue for the three months ended June 30, 2015, compared to a net
loss of $153,000 on $nil of revenue for the same period in 2014.

The Company's balance sheet at June 30, 2015, showed $73.4 million
in total assets, $6.58 million in total liabilities, $61.8 million
in common stock subject to possible redemption and stockholders'
equity of $5 million.

On July 17, 2015, the Company held a special meeting of the
stockholders at which its stockholders approved proposals to amend
and restate the Company's amended and restated certificate of
incorporation to extend the time that the Company has to complete
its initial Business Combination from July 24, 2015 until October
24, 2015.  If the Company is unable to consummate its initial
Business Combination by October 24, 2015, the Company will (i)
cease all operations except for the purposes of winding up of its
affairs; (ii) distribute the aggregate amount then on deposit in
the Trust Account, including a portion of the interest earned
thereon which was not previously used for payment of franchise and
income taxes, pro rata to its public stockholders by way of
redemption of its Public Shares (which redemption would completely
extinguish such holders' rights as stockholders, including the
right to receive further liquidation distributions, if any); and
(iii) as promptly as possible following such redemption, dissolve
and liquidate the balance of its net assets to its remaining
stockholders, as part of its plan of dissolution and liquidation.
The mandatory liquidation and subsequent dissolution raises
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/AOkuLl
                          
Reston, Virginia-based Global Defense & National Security Systems,
Inc., is a public company formed to acquire operating business in
the U.S. defense and national security sectors.  In June 2015, the

Company announced its proposed business combination with STG Group,

Inc., a provider of mission critical technology, cyber and data
solutions
to U.S. federal agencies.


HANESBRANDS INC: $300MM Incremental Loan No Impact on Moody's CFR
-----------------------------------------------------------------
Moody's Investors Service said that Hanesbrands, Inc.'s proposed
$300 million incremental first lien Term Loan-A has no impact on
the company's ratings, including the Ba1 Corporate Family rating or
stable outlook. The proposed incremental Term Loan also has no
impact on the company's existing senior secured bank credit
facilities rated Baa3 or the senior unsecured notes rated Ba2.

Headquartered in Winston-Salem, NC, Hanesbrands is a manufacturer
and distributor of basic apparel products under brands that include
Hanes, Champion, Playtex, Bali, L'Eggs, Maidenform and Just My
Size. Moody's estimates that annual revenues are expected to exceed
$6 billion pro-forma for the acquisitions of DB Apparel and Knights
Apparel.



HAVERHILL CHEMICALS: Has Interim Nod for DIP Accounts with BofA
---------------------------------------------------------------
Haverhill Chemicals LLC has won interim approval from Judge David
R. Jones of its emergency motion for an order authorizing the
maintenance of DIP accounts with Bank of America, N.A.  

According to the interim order signed Sept. 22, the Debtor is
authorized to maintain and use the Accounts as DIP Accounts at Bank
of America, in the same manner and with the same accounts numbers,
styles, and document forms as those employed prior to the Petition
Date.

                     About Haverhill Chemicals

Haverhill Chemicals LLC owns and operated a chemical plant in
Haverhill, Ohio, to produce Phenol, Acetone, Bisphenol A (BPA) and
Alpha-Methylstyrene ("AMS") for sale to 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 filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 15-34918) on Sept. 18, 2015, with a deal to sell
its Haverhill plant to ALTIVIA Petrochemicals, LLC, for $3 million,
subject to higher or better bids.

The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.

The petition was signed by Paul Deputy, the chief financial
officer.  The case is assigned to Judge Marvin Isgur.

Diamond McCarthy LLP serves as the Debtor's counsel.


HAVERHILL CHEMICALS: Use of Cash Collateral Has Interim Approval
----------------------------------------------------------------
Haverhill Chemicals LLC has won interim approval from Judge David
R. Jones of its emergency motion for an order authorizing the use
of cash collateral of Bank of America, N.A.  

The Debtor's use of cash collateral is limited to payment of
authorize expenses pursuant to the budget.  A copy of the Court's
interim order signed Sept. 22, 2015, which includes the budget, is
available for free at:

   http://bankrupt.com/misc/Haverhill_C_33_Int_Cash_Ord.pdf

Unless extended further with the written consent of Bank of
America, as agent, the authorization granted to the Debtor to use
Cash Collateral under this Order will terminate immediately upon
the earliest to occur of:

    (i) October 11, 2015,

   (ii) the conclusion of the final hearing on the cash collateral
motion,

  (iii) the entry of an order dismissing the Chapter 11 case,

   (iv) the entry of an order converting the Chapter 11 Case to
Chapter 7;

    (v) the entry of an order appointing a trustee or an examiner
with expanded powers for the Debtor's estate or with respect to the
Debtor's property;

   (vi) the entry of an order reversing, vacating, or otherwise
amending, supplementing, or modifying the Interim Cash Collateral
Order,

  (vii) the entry of an order granting relief from the automatic
stay to any creditor (other than the Agent or the Lenders) holding
or asserting a lien in the Collateral,

(viii) the entry of an order for relief under Section 506(c) of
the Bankruptcy Code with respect to the Collateral,

   (ix) the filing by the Debtor, without the Agent's and the
Lenders' prior written consent, of any motion in the Chapter 11
Case: (A) to obtain financing under Section 364 of the Bankruptcy
Code from any person or entity other than the Agent and the
Lenders, or (B) to grant a lien, security interest, or claim with
respect to the Collateral in favor of any party other than the
Agent and the Lenders;

    (x) the termination of the Asset Purchase Agreement dated as of
Sept. 18, 2015, between the Debtor and ALTIVIA Petrochemicals, LLC;


   (xi) the Court has not entered an order (the “Bid Procedures
Order”) approving the bidding and auction procedures contemplated
in the Asset Purchase Agreement within 10 days after the Petition
Date, unless extended by written consent of the Agent;

  (xii) the Court has not entered an order approving the sale
transaction contemplated in the Asset Purchase Agreement within 45
days after the Petition Date, unless extended by written consent of
the Agent, or

(xiii) the Debtor's breach or failure to comply with any term or
provision of this Order.

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

The Troubled Company Reporter reported on Haverhill's motion to use
cash collateral on Sept. 23, 2015.

                     About Haverhill Chemicals

Haverhill Chemicals LLC owns and operated a chemical plant in
Haverhill, Ohio, to produce Phenol, Acetone, Bisphenol A (BPA) and
Alpha-Methylstyrene ("AMS") for sale to 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 filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 15-34918) on Sept. 18, 2015, with a deal to sell
its Haverhill plant to ALTIVIA Petrochemicals, LLC, for $3 million,
subject to higher or better bids.

The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.

The petition was signed by Paul Deputy, the chief financial
officer.  The case is assigned to Judge Marvin Isgur.

Diamond McCarthy LLP serves as the Debtor's counsel.


HD SUPPLY: Closes $825 Million Sale Agreement with Anixter
----------------------------------------------------------
Pursuant to the Purchase Agreement dated as of July 15, 2015, among
HD Supply, Inc., HD Supply Holdings, LLC, HD Supply GP &
Management, Inc., HD Supply Power Solutions Group, Inc., Brafasco
Holdings, II, Inc. (the "Sellers"), and Anixter Inc. (the "Buyer"),
the Sellers completed the sale to Anixter, and the Buyer purchased
from the Sellers (a) all of the issued and outstanding equity
interests of: (i) HD Supply Power Solutions, Ltd.; (ii) HDS Power
Solutions, Inc.; and (iii) Pro Canadian Holdings I, ULC, and (b)
certain specified assets of the Sellers and certain affiliates of
the Sellers.

The purchase price for the Transactions was $825 million in cash,
which may be adjusted for certain working capital calculations.
The Purchase Agreement also contains customary representations and
warranties as well as covenants by each of the parties.  Subject to
certain limitations, the Buyer will be indemnified for damages
resulting from breaches or inaccuracies of the Sellers'
representations, warranties and covenants in the Purchase
Agreement.  The Purchase Agreement does not provide for an escrow
fund.

                          About HD Supply

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

As of May 3, 2015, HD Supply had $6.3 billion in total assets, $6.8
billion in total liabilities and a $498 million total stockholders'
deficit.

                           *     *     *

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

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


IAMGOLD CORP: Moody's Cuts CFR to 'B2', Outlook Still Negative
--------------------------------------------------------------
Moody's Investors Service downgraded IAMGOLD Corporation's
corporate family rating (CFR) to B2 from B1, probability of default
rating to B2-PD from B1-PD, and senior subordinate notes rating to
B3 (LGD4) from B2 (LGD5). The company's speculative grade liquidity
rating was affirmed at SGL-2. IAMGOLD's ratings outlook remains
negative.

RATINGS RATIONALE

"We downgraded IAMGOLD's rating to B2 due to its narrow business
profile, high costs and our expectation for continuing free cash
flow consumption at the current gold price", said Darren Kirk,
Moody's vice president and senior credit officer.

IAMGOLD's B2 CFR is driven by the company's modest scale, elevated
geopolitical risks and dependence on its Rosebel gold mine in
Suriname (Ba3 stable) and Essakane gold mine in Burkina Faso
(unrated) for the majority of its cash flows. Incorporating a gold
price assumption of US$1,150/oz, Moody's estimates the company's
leverage will remain between 3.5x-4x through 2016, which is
favorable for the rating. Given the high costs of the company's
mines, however, Moody's also believes IAMGOLD will remain modestly
cash consumptive after maintenance capital spending. Continued ramp
up at the company's Westwood mine in Canada may support improving
production and cost trends by late 2016, however the mine was
recently challenged by a seismic event, indicating risk to this
potential. As well, uncertainties associated with ore hardness
issues at Rosebel may require additional capital and/or result in
higher costs at that mine over the next few years. Moody's expects
IAMGOLD will maintain good liquidity, even after it redeploys
surplus cash associated with an asset sale last year.

The negative outlook reflects pressure on the company's rating
given its ongoing cash consumptiveness, execution risks associated
with achieving production and cost expectations at Westwood and
potential upward pressure on costs at Rosebel as the composition of
harder ore increases over the next few years.

The CFR could be upgraded to B1 if IAMGOLD achieves greater mine
diversity and reduced reliance on countries that have elevated
political/economic risks along with EBIT/ Interest in excess of
1.5x (compared to 0x as at June 30, 2015).

The CFR could be downgraded to B3 if IAMGOLD's overall cash costs
escalate without a higher gold price, if Moody's expects the
company's adjusted debt/EBITDA to be sustained above 4x, or should
Moody's believe the company's liquidity position would materially
contract.

Downgrades:

Issuer: IAMGOLD Corp. (IAG)

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Corporate Family Rating, Downgraded to B2 from B1

Subordinate Regular Bond/Debenture (Foreign Currency) Oct 1, 2020,
Downgraded to B3 from B2

Outlook Actions:

Issuer: IAMGOLD Corp. (IAG)

Outlook, Remains Negative

Affirmations:

Issuer: IAMGOLD Corp. (IAG)

Speculative Grade Liquidity Rating, Affirmed SGL-2

Headquartered in Toronto, Canada, IAMGOLD, owns gold mines in
Suriname (95%), Burkina Faso (90%) and Quebec, Canada. The company
also owns approximately 41% of a gold mine in Mali.


IMRIS INC: Files Chapter 11 Liquidating Plan
--------------------------------------------
Imris, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a Chapter 11 Plan of Liquidation and
accompanying disclosure statement, following the closing of the
sale of substantially all of their assets to Deerfield Management
Co., et al., the staking horse bidder.

The sellers owed the purchasers related entities, as of the
Petition Date, not less than $26,874,162.  In consideration for the
acquired assets, the purchaser will, in addition to the assumption
of the assumed liabilities, pay the sellers at the closing an
aggregate amount equal to $14,500,000.

The DIP Lenders agreed to fund the costs, fees and expenses
incurred by the Debtors in connection with the administration of
the Chapter 11 Cases, subject to an agreed-upon Wind-Down Budget
among the Debtors and the DIP Lenders.  In connection, therewith,
the Debtors and the DIP Lenders entered into an amendment to the
DIP Facility, pursuant to which the DIP Lenders agreed to lend the
additional funds to the Debtors in order to facilitate an orderly
wind down of the Debtors' Chapter 11 Cases.  Immediately following
the closing of the sale on August 14, 2015, the DIP Lenders funded
$2,748,000 to be used, in accordance with the Sale Settlement
Stipulation among the Debtors, the Purchasers and the Creditors
Committee, to fund the administrative expenses of the Debtors'
estates including, among other things, the fees and expenses of
estate professionals, the cost of winding down certain foreign
subsidiaries, the costs of paying administrative priority taxes
incurred by the Debtors, and the costs of winding down the Debtors'
estates.

Class 3 - General Unsecured Claims are impaired and holders of such
claims are entitled to vote to accept or reject the Plan.  Except
to the extent that a holder of an Allowed General Unsecured Claim
has been paid by the Debtors or the Purchasers prior to the
Effective Date or agrees to a less favorable classification and
treatment, (i) each holder of an Allowed General Unsecured Claim
will receive (A) its Pro Rata share of 75% of the Debtors'
Remaining Assets and (B) the Contingent Value Right.  Distributions
to holders of Allowed General Unsecured Claims will be made as soon
as practicable as the Responsible Person may determine in its sole
discretion.   

A full-text copy of the Disclosure Statement dated Oct. 6, 2015, is
available at http://bankrupt.com/misc/IMRISds1006.pdf

The Plan and Disclosure Statement were filed by R. Craig Martin,
Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard
A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham,
Esq., at DLA Piper LLP (US), in Chicago, Illinois, on behalf of the
Debtors.

                     About IMRIS Inc.

Based in Minnetonka, Minnesota, IMRIS Inc. -- http://www.imris.com/
-- designs, manufactures and markets image guided therapy systems.
IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness
magnetic resonance systems, x-ray fluoroscopy systems, and computed
tomography (CT) systems in medical procedures.

IMRIS and its affiliated companies commenced Chapter 11 bankruptcy
cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May
25, 2015, with a deal to sell to Deerfield Management Company,
L.P., for a credit bid of $9.50 million, absent higher and better
offers.

The Debtors tapped the law firms of DLA Piper LLP (US) and DLA
Piper (Canada) LLP as counsel; Imperial Capital, LLC, as
Investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief
restructuring officer; and Kurtzman Carson Consultants LLC as
claims and noticing agent.

IMRIS estimated $10 million to $50 million in assets and
liabilities.

On June 4, 2015, the U.S. Trustee appointed three members to the
Official Committee of Unsecured Creditors.  The members of the
Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens
Medical Solutions, USA, Inc., and (iii) ETS-'Lindgren Inc. The
Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan, Esq.,
and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP,
in Wilmington, Delaware, as counsel.


ISOLA USA: Moody's Cuts Corporate Family Rating to Caa2
-------------------------------------------------------
Moody's Investors Service downgraded Isola USA Corp.'s Corporate
Family Rating (CFR) to Caa2 from B3 and downgraded the Probability
of Default Rating (PDR) to Caa2-PD from B3-PD, reflecting Moody's
expectations of continuing softness in the company's operating
performance over the next year as well the growing risk that
Isola's overall debt structure may be unsustainable. Concurrently,
Moody's downgraded the ratings on Isola's senior secured term loan
to B3 from B2. The rating outlook was changed to negative from
stable.

Rating Actions:

Issuer: Isola USA Corp

Corporate Family Rating downgraded to Caa2 from B3

Probability of Default Rating downgraded to Caa2-PD from B3-PD

Sr. Secured Term Loan Rating downgraded to B3 (LGD 2) from B2
(LGD3)

Outlook:

Negative From Stable

RATINGS RATIONALE

The Caa2 CFR reflects the heightened probability of a debt
restructuring absent an equity infusion given Isola's weakening
credit metrics. The rating also incorporates the company's small
scale relative to larger, vertically integrated competitors, which
are typically divisions of more sizeable companies with greater
financial and technical resources than Isola. Moody's expects
Isola's debt leverage to rise to nearly 7.0x (Moody's adjusted
including pension obligations) by the end of 2015 and continue to
hover at this level over the intermediate term given modest
opportunity for organic deleveraging. The rating also reflects the
variability in the company's cash generation given its limited
visibility into end-market demand. The rating benefits from Isola's
principal focus on higher quality laminates for PCB products which
carry higher margins and its close relationships with OEMs, which
aids the design and fabrication process.

Moody's projects revenues and adjusted EBITDA to decline by over
18% in 2015 with little improvement in 2016, resulting in an
increase in debt leverage to nearly 7.0x (Moody's adjusted
including pension obligations). Moreover, Isola's deteriorating
operating performance in recent quarters has produced free cash
flow deficits through the first half of 2015 and liquidity is now
considered weak with cash balances declining to roughly $40 million
from nearly $55 million at the end of 2014. Isola does not
currently have a revolving credit facility in place and Moody's
expectation of weakening business trends could result in additional
cash burn in 2016, further compromising the company's liquidity
position. Isola's financial flexibility is also constrained by
limited debt incurrence capacity under a 5.75x total leverage
covenant and a maintenance covenant based on senior secured
leverage that will step down to 3.5x by December 2015 and 3.1x by
December 2016. While Isola's debt maturities do not begin to mount
materially until the senior secured term loan comes due in 2018, a
lack of improvement in business trends or initiation of other debt
reduction initiatives over the near term heighten the risk of
default on the company's borrowings. Isola's subordinated mezzanine
loan, which is owned by affiliates of TPG Capital ("TPG") and
Oaktree Capital ("Oaktree") and represents another large component
of the company's debt structure, comes due in 2019.

The negative outlook reflects the continued uncertainties related
to the timing of a stabilization in Isola's business after a
multi-year contraction in sales and profitability. Absent a
material turnaround in the company's business or meaningful debt
reduction through additional equity capital, the probability of
default will remain elevated.

What Could Change the Rating - Up

A ratings upgrade is unlikely in the near-to-intermediate term
given Isola's high leverage and Moody's expectations of further
deterioration in business performance and liquidity through 2016.
Over time, Moody's could raise the company's ratings if the company
demonstrates a recovery in organic revenue growth rates, improves
profitability, and if Moody's believes that the company could
sustain total debt-to-EBITDA of less than 5.0x.

What Could Change the Rating - Down

Ratings could be downgraded if the company is unable to improve its
operating performance or the company's liquidity position were to
weaken further.

Headquartered in Chandler, Arizona, Isola USA Corp. is a principal
operating subsidiary of Isola Group, S.a.r.l., a leading developer
and supplier of high-performance laminates to printed circuit board
fabricators. Revenues for the last twelve months ended June 27,
2015 were $482 million.



LIGHTSQUARED INC: Felony Plea Shouldn't Bar Stake, JPMorgan Says
----------------------------------------------------------------
Todd Shields, writing for Bloomberg News, reported that JPMorgan
Chase & Co. says its felony plea for market rigging shouldn't bar
it from owning part of LightSquared Inc., which is trying again to
set up a mobile broadband service.

The report related that JPMorgan "possesses the requisite
character" demanded by the Federal Communications Commission for
holders of airwaves licenses, the bank said in an Oct. 6 filing
sent in response to questions from FCC staff.  JPMorgan and other
banks in May agreed to plead guilty to felony charges of conspiring
to manipulate the price of U.S. dollars and euros, and has paid
fines totaling more than $1.8 billion and is strengthening internal
controls to prevent a recurrence, the bank said in the FCC filing
prepared by Wiley Rein LLP, the report related.

The violation wasn't related to the communications industry and
thus isn't potentially disqualifying, JPMorgan said, the report
further related.

                   About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity
and runway necessary to resolve its issues with the FCC.

Despite working diligently and in good faith, however,
LightSquared
and the lenders were not able to consummate a global restructuring
on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial
advisor.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

                          *     *     *

Bankruptcy Judge Shelley C. Chapman in late March 2015, approved
LightSquared Inc.'s Chapter 11 reorganization plan.  As previously
reported by The Troubled Company Reporter, the Debtors, in
December, filed a joint plan and disclosure statement, which
contemplate, among other things, (A) new money investments by the
New Investors in exchange for a combination of preferred and
common
equity, (B) the conversion of the Prepetition LP Facility Claims
into new second lien debt obligations, (C) the repayment in full,
in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.


LYMAN-CUTLER: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lyman-Cutler, LLC
        130 Trapelo Rd.
        Belmont, MA 02478

Case No.: 15-13881

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 7, 2015

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP, P.C.
                  159 Main Street
                  Nashua, NH 03060
                  Tel: 603-204-5513
                  Email: peter@thetamposilawgroup.com

Total Assets: $9.7 million

Total Liabilities: $7.4 million

The petition was signed by Alex Filippov, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab15-13881.pdf


MALIBU LIGHTING: Case Summary & 35 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------   
      Malibu Lighting Corporation                15-12080
         aka Malibu
         aka Malibu Lighting
         aka Malibu Outdoor Living
         aka MLC
      4215 McEwen Road
      Dallas, TX 75244

      Outdoor Direct Corporation                 15-12081
  
      National Consumer Outdoors Corporation     15-12082

      Q-Beam Corporation                         15-12083

      Smoke 'N Pit Corporation                   15-12084

      Treasure Sensor Corporation                15-12085

      Stubbs Collections Inc.                    15-12086

Type of Business: Manufacturer and supplier of outdoor and  
                  landscape lighting products

Chapter 11 Petition Date: October 8, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin Gross

Debtors' Counsel: Michael Seidl, Esq.
                  Jeffrey N. Pomerantz, Esq.
                  Maxim B. Litvak, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899
                  Tel: 302-652-4100
                  Fax: 302-652-4400
                  Email: mseidl@pszyj.com
                         jpomerantz@pszjlaw.com
                         mlitvak@pszjlaw.com

Debtors'          PIPER JAFFRAY CO.
Investment
Banker:

Debtors'          KURTZMAN CARSON CONSULTANTS
Claims and
Noticing
Agent:

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by David M. Baker, chief restructuring
officer.

Consolidated List of Debtors' 35 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Shanghai Hailian                      Trade Debt       $6,346,110
Electric Tools Co. Ltd.
No. 50 Caoli Road, Feng
Jing Town
Jinshan District
Shanghai, China

Joyfaith Enterprises Ltd.             Trade Debt       $3,794,578
Block 4A, Building No. 42
518 Xinzhuan Road
Dongjiang District
Shanghai 201612, PRC

Shanghai Jiashun Crafts               Trade Debt       $3,313,896
Toys Co.
South Changye Road
Sheshan Industry Area
Songjiang
Shanghai, China

Sheppard, Mullin, Richter & HA        Trade Debt       $2,248,493
333 South Hope Street
43rd Floor
Los Angeles, CA 90071-1422

Zhejiang Mingfeng Car                 Trade Debt       $1,607,845
Accessor Co., Ltd.
Badu Industrial Zone
Tiantai, Zhejiang China

Jiangsu Holly Everlasting Inc.        Trade Debt       $1,377,470
17th Floor, Holly Building
50 Zohnghua Road
Nanjing, Jiangsu 210001 China

China King                            Trade Debt       $1,341,877
OU Zhong Juan
He Feng He Shun Nanhai
Guangdong, PR China 528241

Remington Arms Company, LLC            Litigation     $1,218,000
c/o Maynard, Cooper & Gale PC
Walter A. Dodgen
655 Gallatin Street, SW
Huntsville, AL 35801

Pratt Industries                        Trade Debt      $948,628
P.O. Box 933949
Atlanta, GA 31193-3949

Zinli Industrial HK                     Trade Debt      $887,105
Trading Co.
Unit 1704 17F Two ChinaChem
Exchange Square
338 Kings Road
North Point Hong Kong, China

Stein Fibers, Ltd.                      Trade Debt      $818,361
PO Box 982000
Boston, MA 02298

Hana Financial, Inc.                    Trade Debt      $739,576
Dept. LA 24406
Pasadena, CA 91185-4406

Zhejiang Era Solar Technology           Trade Debt      $558,949
No. 888 Huangjiao Road
Huangyan, Taizhou
Zhejiang, 318020, China

Customs and Border Protection           Trade Debt      $524,741
P.O. Box 100769
Atlanta, GA 30384

Allstate Ins. Co.                       Subrogation     $500,000
F/B/O Weinberg, Gary and                  Claim
Agnello, Elizabeth
Hendersonville, NA 28791

Jiangsu Sainty Land-Up                  Trade Debt      $498,574
Pro-Tra Co. Ltd.
Room 601 Building B
21# Software Road
Nanjing, China

Changshu Changsheng Fashion Co          Trade Debt      $497,137
No. 8 Jinhua Rd
1 Zone Yushan Industry Park
Changshu Jiangsu China

Dallas Container Company                Trade Debt      $451,685
8330 Endicott Lane
Dallas, TX 75227

Lee, Matthew & Young                    Tort Claim      $400,000
Yun 325 North End Ave.
New York, NY 10282

Fibertex Corporation                    Trade Debt      $304,231
PO Box 2034
Teaneck, NJ 07666

Sumec Textile & Light Industry          Trade debt      $294,238
198 Changjiang Road
Nanjing, China 21008

CH Robinson Worldwide Inc.              Trade Debt      $263,911
PO Box 9121
Minneapolis, MN 55480-9121

Tongxiang Hengye Home Textile           Trade Debt      $256,170
No 188 Xiuyuan Road
Gaoyang Industrial Zone
Tongxiang, Zhejiang, China

Foam Products of Tyler                  Trade Debt      $246,174

Shanghai Yuanshun Electronic Co. Ltd.   Trade Debt      $152,704

Travelers Ins. F/B/O                   Subrogation      $150,000
                                          Claim

Spanraft, Johnnie                       Tort Claim      $150,000

Bank Direct Capital Finance, LLC        Trade Debt      $149,697

Shields Bag and Printing Co.            Trade debt      $144,997

Innocor, Inc.                           Trade Debt      $143,164

OHL-International                       Trade Debt      $131,265

Shanghai Hailian Electric Tools Co. Ltd Trade Debt      $106,769

Jiangsu High Hope International         Trade Debt      $102,328

AAA F/B/O Crim, Timothy                 Subrogation     $100,000
                                           Claim

Glombowski, Ronald P.                    Litigation     $100,000


MALIBU LIGHTING: Files for Chapter 11 to Sell Assets
----------------------------------------------------
Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Q-Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections,
Inc. sought Chapter 11 bankruptcy protection in Delaware in order
to effectuate and orderly disposition of their assets and sell, as
a going concern, the operating assets of NCOC.

In declaration filed with the Court, David M. Baker, chief
restructuring officer of the Debtors, said MLC and ODC,
manufacturer and supplier of outdoor and landscape lighting
products, are in the midst of winding down their operations and
liquidating their assets after a relationship with largest customer
Home Depot ended in or about July 2015.

According to documents filed with the Court, the Debtors began
commencing the process of evaluating restructuring and sale options
in March 2015 and hired Piper Jaffray & Co. as their exclusive
investment banker.  After receiving letters of intent from
prospective parties, the Debtors received notice that Home Depot
canceled its business relationships with them.  

The Debtors said that following that termination, several parties
lost their interest in acquiring their assets.

"Given the high level of customer concentration at Home Depot for
both MLC and ODC, this development significantly changed buyers'
views of the business as a going concern," said Mr. Baker.
"Ongoing uncertainty about the remainder of the 2016 calendar
season and the MLC's and ODC's ability to sell through inventory,
as well as doubts about the Debtors' ability to replace any
substantive amount of the lost projected business for the next
season led most parties to exit the process entirely," he added.

The bankruptcy filing indicates that no parties have yet submitted
a credible bid for any portion of the assets that exceeds or equals
liquidation values postpetition.

The bulk of MLC and ODC's assets are currently being marketed for
sale by the Debtors' proposed investment banker, Piper Jaffray &
Co. and will also be separately marketed by Hilco IP Services LLC
doing business as Hilco Streambank postpetition.

Aside from NCOC, MLC, and ODC, the remaining Debtors have minimal
assets, bankruptcy papers show.

Comerica Bank and Bank of America, N.A are the Debtors' secured
lenders.

The Debtors owe third party vendors an estimated amount of $30.5
million as of the Petition Date.

The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as
counsel, Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants LLC as claims and noticing agent.

                        NCOC Sale Agreement

NCOC, manufacturer and supplier of both branded and private label
pet bedding and pet accessory products, expects to continue its
business operations in the ordinary course pending the closing of
the sale.

NCOC entered into an Asset Purchase Agreement, dated Oct. 7, 2015,
with DMC Acquisition Holdings, LLC, an affiliate of Summit
Investment Management LLC.  Under the NCOC Sale Agreement,
substantially all of NCOC's operating assets will be sold to the
Stalking Horse in consideration of a purchase price of $36,850,000,
plus the assumption of certain liabilities.  The NCOC Sale
Agreement is subject to higher and better bids and, ultimately, the
approval of the Court.

For the fiscal year ending Jan. 31, 2105, NCOC generated $117.8
million in gross sales and positive EBIDTA of $9.6 million on a
stand-alone basis.  NCOC reported net income of $5.4 million for
the fiscal year 2014.

                         First Day Motions

In order to enable the Debtors to minimize the adverse effects of
the commencement of their Chapter 11 cases, they have requested
various types of relief in the first day motions.  The Debtors are
seeking authority to use existing cash management system, prohibit
utility providers from discontinuing services, pay employee
compensation and pay critical vendor claims.

Debtor NCOC also seeks permission to borrow up to $21,500,000, of
which $11,000,000 would be available on an interim basis, from
Comerica, and to use cash collateral and grant adequate protection
to its prepetition lenders.

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

         http://bankrupt.com/misc/3_MALIBU_Declaration.pdf


MEDIMPACT HOLDINGS: Moody's Hikes Corporate Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded MedImpact Holdings, Inc.'s
Corporate Family Rating (CFR) to B1 from B2 and its Probability of
Default Rating (PDR) to B1-PD from B2-PD. At the same time, Moody's
assigned a B1 rating to the company's new First Lien Secured Term
Loan, which will be used to refinance existing secured notes.
Moody's will withdraw the ratings on these existing notes at the
close of this transaction. The new Term Loan will be borrowed by a
new entity, MedImpact OpCo Holdings, Inc. Subsequently, the CFR,
PDR and SGL ratings at MedImpact Holdings, Inc. will be withdrawn
and reassigned to the new borrowing entity. The rating outlook is
stable.

Ratings upgraded:

MedImpact Holdings, Inc.

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1-PD from B2-PD

Rating affirmed:

MedImpact Holdings, Inc.

Speculative Grade Liquidity Rating of SGL-2

Ratings Assigned:

MedImpact OpCo Holdings, Inc.

$350 million Senior Secured Term Loan at B1 (LGD3)

Ratings to be withdrawn upon close of the transaction:

MedImpact Holdings, Inc.

$160 million senior secured notes, Caa1 (LGD5)

$230 million senior secured notes, Caa1 (LGD5)

The outlook is stable

RATINGS RATIONALE

As part of this refinancing, MedImpact will use about $40 million
of its cash to pay down existing secured notes. Pro-forma leverage
will be about 2.5 times based on financials for the twelve months
ended June 30, 2015.

"Recent improvements in EBITDA as well as management's commitment
to paying down debt will result in MedImpact sustaining debt/EBITDA
at levels consistent with a B1 rating," said Diana Lee, A Moody's
Vice President and Senior Credit Officer.

MedImpact's B1 CFR reflects its small revenue base, a highly
concentrated ownership structure that historically resulted in
aggressive financial practices, as well as uncertainty associated
with a consolidating sector. Further, MedImpact's business model
and cash flow rely heavily on working capital benefits which may
not be sustainable. As an offset, leverage is expected to be
sustained at moderate levels. The ratings benefit from MedImpact's
position as a niche pharmacy benefit manager (PBM) that serves
mid-sized customers, including hospital systems, regional managed
care organizations and state Medicaid health plans. Recent
acquisitions and new contract wins should continue to improve
top-line growth and help offset pressure on revenue per claim.
Because MedImpact does not purchase drugs or own mail-order
fulfillment or specialty services, its revenue base is extremely
small compared to larger full-service PBMs. There is higher risk of
volatility in customer contracts due to consolidation among both
PBM and health insurers. In light of changing sector dynamics,
MedImpact is likely to pursue additional acquisitions.

The stable outlook reflects Moody's belief that MedImpact will be
able to sustain leverage below 3.0 times even if it pursues small
to moderate-sized acquisitions. If MedImpact is able to demonstrate
its ability to gain and retain customers and improve profitability,
and debt/EBITDA is sustained around 2.0 times, the ratings could be
upgraded. This further assumes that management is committed to
conservative financial practices. If operating results (associated
with loss of members or pricing constraints) deteriorate, the
ratings could be downgraded. A need to borrow for additional
acquisitions or to address payable needs or weakened liquidity
could also result in a ratings downgrade. Debt/EBITDA sustained
above 3.0 times could also result in a ratings downgrade.

MedImpact's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity over the next 12-18 months supported by healthy cash
balances and Moody's expectation of positive free cash flow.

The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 2011.

MedImpact OpCo Holdings is the new borrowing entity for the
principal operating subsidiary, MedImpact Healthcare Systems, Inc.,
a full service PBM headquartered in San Diego, California. The
company serves a number of customers including hospital systems,
regional managed care organizations ("MCO's") and state Medicaid
plans. The majority shareholder, who is the founder of MedImpact,
owns approximately 89% of the company.



MERITAS SCHOOLS: S&P Withdraws 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew all of its
ratings on Northbrook, Ill.-based private school operator Meritas
Schools Holdings LLC, including the 'B-' corporate credit rating,
at the company's request.

The withdrawals follow the company's completed sale of six of its
schools to Nord Anglia Education Inc. and the repayment of the
outstanding balance on its senior secured credit facilities.



MOLYCORP INC: Said to Begin Sale of Non-U.S. Assets in Bankruptcy
-----------------------------------------------------------------
Jodi Xu Klein, writing for Bloomberg News, reported that Molycorp
Inc., the bankrupt rare-earths miner, has started marketing its
assets outside the U.S. as creditors press the company to increase
its valuation, according to two people with knowledge of the
matter.

The company is distributing pitch books to prospective buyers in
Asia and in the U.S. in recent days, Bloomberg said, citing the
people.  A formal sales process may start as early as next week,
the people said, the report related.

According to the report, Molycorp is reaching out to a large group
of possible buyers including Inner Mongolia Baotou Steel Union Co.,
Aluminum Corp. of China Ltd., China Minmetals Corp., and China
Nonferrous Metal Mining Co Ltd., said the people.  The assets that
are on the block include processing facilities based in China,
Thailand and Canada, the report added.

                    About Molycorp Inc.

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.


MOUNTAIN PROVINCE: Updates Gahcho Kue Diamond Mine Development
--------------------------------------------------------------
Mountain Province Diamonds Inc. announced that development of the
Gahcho Kue diamond mine is progressing according to plan and budget
with the overall project more than 70 percent complete.  The safety
performance at Gahcho Kue remains good with no lost-time injuries
over the past 18 months.  Detailed engineering and procurement are
both complete and the process plant and truck maintenance buildings
are on track to be enclosed by the end of October.

Patrick Evans, Mountain Province president and CEO, commented:
"We're on track for first production in H2 2016.  Key areas of
focus are contractor productivity and preparation for operational
readiness."

Mr. Evans added: "Gahcho Kue continues to meet our lending group's
tests-to-completion and further draw-downs against the Company's
US$370M project finance facility have been approved.  We have drawn
down US$137M against the facility and expect to have drawn down a
total of US$158M by yearend."

Staffing at Gahcho Kue has peaked at approximately 600 on-site
employees and contractors and will now begin to decline in the
months ahead as major construction projects are completed.  During
production there will be approximately 400 employees at Gahcho
Kue.

                About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province incurred a net loss of C$4.39 million in 2014,  a
net loss of C$26.6 million in 2013 and a net loss of C$3.33 million
in 2012.

As of June 30, 2015, the Company had C$510.3 million in total
assets, C$165.7 million in total liabilities and C$344.6 million in
total shareholders' equity.

KPMG LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's ability to continue
operations is dependent upon its ability to obtain sufficient
financing to fund its operations and development costs.


N-VIRO INTERNATIONAL: Provides Copy of Dynasty Wealth Analysis
--------------------------------------------------------------
N-Viro International Corporation sent to all of the subscribers who
have signed up to receive email alerts from the Company, an email
containing a hyperlink to a document about the Company authored by
Dynasty Wealth LLC Senior Analyst Michael Markowski that was dated
Sept. 30, 2015.  The document is available for free at
http://is.gd/H5Iky6

                    About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

N-Viro International reported a net loss of $1.76 million on $1.33
million of revenues for the year ended Dec. 31, 2014, compared to a
net loss of $1.64 million on $3.37 million of revenues for the year
ended Dec. 31, 2013.

As of June 30, 2015, the Company had $1.42 million in total assets,
$2.26 million in total liabilities and a total stockholders'
deficit of $835,948.

UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's recurring losses,
negative cash flow from operations and net working capital
deficiency raise substantial doubt about its ability to continue as
a going concern.


OLYMPIA & YORK: Claims Bar Date Slated for November 1
-----------------------------------------------------
KPMG Inc., court-appointed receiver of the freehold and leasehold
interest of Olympia & York ET Limited ("OYET"), and Olympia & York
Developments ("OYDL") in the lands, premises, buildings and
improvements comprising the Exchange Tower in Toronto ("property")
for the sole purpose of realizing on and disposing of the property,
calls for these claims:

a) all claims to:

      i) the proceeds received by the Receiver from the sale of the
property and the sale of OYET's and OYDL's rights under certain
leases at the property; and

     ii) the net revenue collected by the Montreal Trust Company of
Canada from the operations of the Property up to Sept. 30, 1996.

b) all claims against:

      i) KPMG Inc. in its capacity as receiver of the property.

     ii) Montreal Trust of Canada, in its capacity as Trustee under
a trust indenture date July 7, 1988 as amended and supplemented;
and

    iii) the Exchange Tower Committee.

Proofs of claim must be submitted to the Receiver by Nov. 1, 2015,
claims not filed by that date will forever barred by the Court.

Claimants who have not already received by mail, notice of the
Receiver's call from the claims along with the proof of claim form,
should acquire same by contacting Brad Newton of the Receivers
office at (905) 523-2202.

The firm can be reached at:

    KPMG Inc.
    Court appointed receiver of the Exchange Tower
    21 King Street West, Suite 700
    Hamilton, Ontario L8P 4W7
    Attention: Brad Newton
    Tel: (905) 523-2202 / (905) 523-2200


OPTIM ENERGY: Amends Plan to Address Blackstone's Objections
------------------------------------------------------------
Optim Energy, LLC, et al., filed a second amended joint Chapter 11
plan of liquidation to add the following:

   "Pursuant to the PSA (as approved by the PSA Approval Order),
the Plan and any proposed order approving the Plan submitted to the
Court shall be in form and substance acceptable to Blackstone
solely with respect to the provisions and terms that directly
affect Blackstone.  For the avoidance of doubt, any alteration,
modification, amendment or supplement to the Plan (including by
virtue of any provision in the order approving the Plan or any
other order) which directly affects Blackstone shall not be made
without Blackstone's written consent."

   "For the avoidance of doubt, the PSA (as approved by the PSA
Approval Order) is incorporated into and is a part of this Plan and
remains in full effect and binding on all parties to the PSA
through and after the Effective Date.  Except for the effectiveness
of the releases in the PSA being conditioned upon this Plan
becoming effective, nothing in this Plan shall affect the releases
provided to Blackstone under the PSA."

Under the Second Amended Plan, the Texas Comptroller of Public
Accounts will have an Allowed Priority Tax Claim pursuant to
Section 507(a)(8)(C) of the Bankruptcy Code in the amount of
$108,000, which will be paid in full in one lump sum payment on or
no later than ten calendar days after the Effective Date of the
Plan, and which will constitute a general settlement and compromise
of all Claims the Texas Comptroller of Public Accounts has
asserted, or may assert, against the Liquidating Debtors and the
Merging Debtors.

The Second Amended Plan also provides that neither the Liquidation
Trustee, nor any other Person or Entity will have the right to
disgorge, avoid or otherwise recover the payments made, or the
amounts pai, under the Plan to Blackstone on account of the WC
503(b)(9) Claim or the Blackstone General Unsecured Claims.

A blacklined version of the Second Amended Plan dated Oct. 6, 2015,
is available at http://bankrupt.com/misc/OPTIMds1006.pdf

The Debtors also filed (i) Liquidation Trust Agreement, (ii) List
of Affirmative Causes of Action of Liquidating Debtors and Merging
Debtors Not Expressly Released Pursuant to the Plan or Other Final
Order, and (iii) Wind-Down Budget as supplement to the Plan.
Full-text copies of the Plan Supplements are available at
http://bankrupt.com/misc/OPTIMplnsupp0930.pdf

                        About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar
Bayou plant in Chambers County, Texas.  The Altura and Cedar Bayou
plants are fueled by natural gas, and the third is coal-fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC,
disclosed
$184 million in assets and $718 million in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

The U.S. Trustee for Region 3 was unable to appoint an official
committee of unsecured creditors in the Debtors' cases.

Walnut Creek is represented by Michael W. Yurkewicz, Esq., at
Klehr
Harrisison Harvey Branzburg LLP, in Wilmington, Delaware; Paul M.
Basta, P.C., Esq., Joshua A. Sussberg, P.C., Esq., and Matthew
Kapitanyan, Esq., at Kirkland & Ellis LLP, in New York; and James
A. Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.

Cascade Investment, L.L.C., and ECJV Holdings are represented by
Margaret Whiteman Greecher, Esq., Pauline K. Morgan, Esq., and
Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware; and Lindsee P. Granfield, Esq., and Jane
VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New
York.


OXFORD FINANCE: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Oxford Finance LLC's B1
corporate family rating and senior unsecured rating and changed the
rating outlook to positive from stable.

RATINGS RATIONALE

Moody's affirmation of Oxford Finance's ratings and positive
outlook revision reflect the company's continued strong financial
performance; specifically, high profitability, solid asset quality
with historically low credit losses, and strong capitalization.

Over the past several years, Oxford Finance has been consistently
profitable with net income to average managed assets between 4% and
5%. Such strong profitability is partly explained by low levels of
credit losses, which have been below 1% for the past few years.
While Oxford Finance's leverage, measured by the debt to tangible
common equity ratio, has increased to 2.4x at June 30, 2015 from
1.9x at year-end 2013, reflecting increased debt funding for the
growing loan portfolio, the company's capitalization remains
strong. At June 30, 2015, Oxford Finance's tangible common equity
to tangible assets ratio measured 28%, which Moody's views as
strong for a traditional finance company.

Oxford Finance has maintained solid liquidity, which, measured as
cash and borrowing availability under its credit facilities,
amounted to almost $300 million at June 30, 2015 and exceeded the
company's available unfunded commitments by 4.5x. However, the draw
period of Oxford Finance's currently undrawn $179 million
subordinated debt facility, provided by one of its majority owners
Sumitomo Corporation, matures in the next six months, in April of
2016. If the facility is not renewed or replaced by another general
purpose facility, Oxford Finance's liquidity cushion will decline
relative to its unfunded commitments.

The ratings could be upgraded if Oxford Finance preserves ample
liquidity cushion against funding commitments while maintaining a
strong financial profile. Oxford Finance will need to maintain
total liquidity in excess of 1.75x relative to available unfunded
commitments for the ratings to be considered for an upgrade. In
addition, general purpose liquidity, such as an unsecured line of
credit in excess of $50 million or a renewal of the subordinated
credit facility would be viewed as a positive credit development.

The outlook could return to stable if an average tenure of the
senior secured credit facilities that are nearing their expiration
is meaningfully shortened upon their renewal. The ratings could be
downgraded if the company's financial performance deteriorates or
if its leverage increases above 3x. Downward pressure could develop
if the company's total liquidity position relative to available
unfunded commitments deteriorates to less than 1x.

Oxford is a specialty finance company that provides primarily
senior secured term lending to the life sciences and healthcare
sectors. The company is privately held with the Sumitomo
Corporation and funds managed by the private equity firm Welsh,
Carson, Anderson & Stowe equally owning 97.5% of the company with
the remainder owned by Oxford's founder and current Chairman and
CEO.



PACIFIC RECYCLING: Calbag Supply & Financing Pact Has Interim Nod
-----------------------------------------------------------------
Pacific Recycling, Inc., has won interim approval from the U.S.
Bankruptcy Court for the District of Oregon of its entry into an
Exclusive Supply and Financing Agreement dated Sept. 14, 2015, with
Calbag Metals Co.

PRI desires to sell to Calbag, and Calbag desires to purchase from
PRI, on and subject to the terms and conditions set forth in this
Agreement, all non-ferrous scrap metal products of PRI, processed
and unprocessed, that are acquired by PRI after the date of the
Agreement other than those products that are listed on Calbag's "Do
Not Buy" list (as it is may be amended by Calbag from time to time
in its sole discretion) and those products that are specifically
identified by Calbag from time to time as ineligible for purchase
under the Agreement (collectively, "New Inventory").

In order to enable PRI to buy and ship New Inventory as
contemplated by this Agreement, PRI requires additional working
capital for that purpose.  To help fulfill this need, Calbag has
agreed to provide PRI, on and subject to the terms and conditions
set forth in the Agreement, a secured revolving line of credit
facility (the "Credit Line") in a principal amount up to but not
exceeding $150,000.

Calbag will be granted super-priority administrative expense status
under Section 364(c)(1) of the Bankruptcy Code for all amounts
extended by Calbag under and pursuant to the Financing Agreement
and Calbag's security interest under the Financing Agreement will
be a fully perfected first priority lien on postpetition inventory
and the Credit Line Bank Account, under Section 364(c)(2) of the
Bankruptcy Code.

Interest on the outstanding and unpaid principal amount of loans
made under the Credit Line will accrue at the rate of 7 percent per
annum and be payable monthly in arrears on or before the fifth
business day of each calendar month.

                      About Pacific Recycling

Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015.  The petition
was signed by Rodney Schultz as president.  The Debtor estimated
assets and liabilities of $10 million to $50 million.  Hon. Frank
R. Alley III is assigned to the case.  Cable Huston LLP represents
the Debtor as counsel.


PACIFIC RECYCLING: EWEB Payments Constitute Adequate Assurance
--------------------------------------------------------------
Judge Frank R. Alley of the U.S. Bankruptcy Court for the District
of Oregon, Eugene Division, issued an order determining adequate
assurance to utility companies, upon motion by debtor Pacific
Recycling, Inc.

Judge Alley determined that the Debtor's payment of postpetition
utility charges to each utility company, other than Eugene Water &
Electric Board ("EWEB"), constitutes adequate assurance of payment
in accordance with 11 U.S.C. Section 366.

Judge Alley ordered:

     (a) the Debtor to pay EWEB $2,000 commencing on Sept. 24,
2015, and every week thereafter;

     (b) The Debtor to pay EWEB $16,000 prior to commencing
operation of the shredder equipment to cover the additional cost
associated therewith;

     (c) Following activation of the shredder equipment, the
Periodic Payments will be increased to $8,500 per week;

     (d) If the Debtor fails to make the periodic payments as
scheduled on each Thursday, EWEB may provide notice to the Debtor
on the following Friday that EWEB will commence disconnection of
utility services if the periodic payment is not paid by the
following Monday; and

     (e) If EWEB disconnects the Debtor's utility services, the
Debtor will be subject to standard EWEB Policy and Procedure
deposit requirements prior to any reconnection.

Judge Alley prohibited all other utility companies from altering,
refusing or discontinuing utility service without further order of
the Court.

EWB had opposed the Debtor's Motion for determination of adequate
assurance, contending that the Debtor's proposal essentially seeks
leave of court to prospectively pay for utility services on an "as
you go" basis without payment of deposit or other adequate
assurance, and yet retain benefit of the inherent delays in grace
billing practice which places EWEB at an unreasonable financial
risk. EWEB further contended that an administrative expense
priority does not constitute an adequate assurance.

The Eugene Water & Electric Board is represented by:

          Eric S. DeFreest, Esq.
          LUVAAS COBB
          777 High Street, Suite 300
          Eugene, OR 97401
          Telephone: (541)484-9292
          Facsimile: (541)343-1206
          E-mail: edefreest@luvaascobb.com

                     About Pacific Recycling

Pacific Recycling, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015.  The petition
was signed by Rodney Schultz as president.  The Debtor estimated
assets and liabilities of $10 million to $50 million.  Hon. Frank
R. Alley III is assigned to the case.  Cable Huston LLP serves as
counsel to the Debtor.



PATRIOT COAL: Bankruptcy Court Confirms Plan of Reorganization
--------------------------------------------------------------
Patriot Coal Corporation, a producer and marketer of coal in the
eastern United States, on Oct. 8 disclosed that the Bankruptcy
Court has said it will enter an order confirming Patriot's Plan of
Reorganization.  In doing so, the Court approved the transactions
to sell a substantial majority of Patriot's operating assets to
Blackhawk Mining, LLC and to sell substantially all of its
remaining assets and liabilities to an affiliate of Virginia
Conservation Legacy Fund, Inc.

Bob Bennett, President and Chief Executive Officer of Patriot,
said, "We are pleased to have received Court approval for the
transactions with Blackhawk and VCLF, which we believe represent
the best possible outcome for Patriot and its stakeholders.  These
transactions preserve jobs, help ensure environmental obligations
are handled in a responsible manner and maximize value for
creditors.  I want to thank our employees for their hard work and
dedication throughout the sale process.  I also want to thank our
restructuring professionals and parties in interest, who worked in
a dedicated and cooperative manner to help us achieve this
successful outcome.  We look forward to completing the transactions
in the coming weeks and concluding the chapter 11 process."

The transactions are expected to close within a few weeks, and are
subject to certain other customary closing conditions.  Until the
transactions close, Patriot's mining operations will continue to
operate independently of Blackhawk and VCLF.  Patriot continues to
expect that a majority of Patriot employees at its mining
operations will be offered employment once the transactions are
completed.

Court filings and other information related to the reorganization
proceedings are available at a website administered by the
Company's claims agent, Prime Clerk, at
https://cases.primeclerk.com/patriotcoal

Centerview Partners LLC is serving as financial advisor and
investment banker for Patriot, and Kirkland & Ellis LLP is serving
as legal advisor to Patriot.  Alvarez & Marsal is serving as Chief
Restructuring Officer for Patriot.

                       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.



PHARMEDIUM HEALTH: Moody's Puts B3 CFR Under Review for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of PharMEDium
Healthcare Corporation under review for upgrade, including the B3
Corporate Family Rating and the B3-PD Probability of Default
Rating. The review is prompted by the announcement that
AmerisourceBergen Corporation ("ABC", Baa2, negative) will acquire
PharMEDium for $2.6 billion in cash. ABC, headquartered in Valley
Forge, Pennsylvania, is one of the three largest pharmaceutical
distributors in the nation. The transaction is expected to close
before the end of this year.

Moody's review will consider the benefits of becoming part of a
larger, more diversified company, as well as ABC's treatment of
PharMEDium's debt. Upon completion of the acquisition, Moody's
expects to withdraw PharMEDium's CFR and PDR as well as the ratings
on any debt instruments that are repaid as part of the
transaction.

The following ratings were placed under review for upgrade:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$75 million senior secured 1st lien revolving credit facility at B1
(LGD 3)

$360 million senior secured 1st lien term loan at B1 (LGD 3)

$200 million senior secured 2nd lien term loan at Caa2 (LGD 5)

Outlook actions:

Outlook changed to rating under review from stable

RATINGS RATIONALE

The B3 CFR (currently under review for upgrade) incorporates the
business risk arising from PharMEDium's singular focus on the
sterile compounding outsourcing service industry and heightened
regulatory risk in light of increasing regulatory oversight of the
industry. These changes, as contemplated in the Drug Quality and
Security Act (DQSA) and the proposed Interim Draft cGMP Guidance
for compounding, could materially impact the company's operations
and financial results. The rating also incorporates the company's
small size, fragmented industry characteristics and high financial
leverage, with debt/EBITDA above 5.0x.

Supporting the rating is the company's leading market position in
the niche sterile compounding service providers industry, a broad
product offering and long track record of registration with the
FDA. Moody's also recognizes the on-going need of hospitals to
outsource pharmacy compounding to achieve cost savings and manage
compliance risks, thus driving the steady long term demand for
pharmacy compounding.

Headquartered in Lake Forest, Illinois, PharMEDium is a national
provider of hospital pharmacy-outsourced sterile compounding
services. It provides sterile ready-to-use (RTU) intravenous drug
therapy to hospitals. The company maintains four compounding
centers located in TX, MS, TN and NJ.



PHARMEDIUM HEALTHCARE: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
PharMEDium Healthcare Corp., including the 'B' corporate credit
rating, on CreditWatch with positive implications.

The CreditWatch placement follows the announcement by higher-rated
AmerisourceBergen that it plans to acquire PharMEDium for $2.6
billion deal funded with a mix of cash and debt.

"We will resolve the CreditWatch placement on PharMEDium at the
close of its acquisition by AmerisourceBergen, pending additional
information on the debt at PharMEDium," said Standard & Poor's
credit analyst Arthur Wong.



PULTEGROUP INC: Fitch Assigns BB+ Rating on New $500MM Loan
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR4' rating to PulteGroup, Inc.'s
(NYSE: PHM) new $500 million unsecured term loan.  The loan has an
initial maturity date of Jan. 3, 2017, that can be extended at the
company's option up to 12 months, subject to the payment of
extension fees and other terms and conditions stated in the
agreement.  The term loan will be pari passu with all other senior
unsecured debt.  The proceeds may be used for working capital and
general corporate purposes.  The Rating Outlook is Positive.

KEY RATING DRIVERS

The current ratings and Positive Outlook reflect PHM's operating
performance in 2014/2015 and current financial ratios (especially
leverage and coverage) which compare well versus its peers, its
solid liquidity position and favorable prospects for the housing
sector for the balance of 2015 and in 2016.  Fitch believes that
the housing recovery is firmly in place (although the rate of
recovery remains well below historical levels and will likely
continue to occur in fits and starts).  The Outlook also takes into
account the enhanced senior management team and the board's more
shareholder-friendly strategy.

The rating for PHM reflects the company's broad geographic and
product diversity, a long track record of adhering to a disciplined
financial strategy and, somewhat more recently, an at times,
aggressive growth strategy (via mergers and acquisitions). The
merger with Centex in August 2009 further enhanced the company's
broad geographic and product line diversity.  Centex's significant
presence in the first move-up and especially the entry-level
categories complemented PHM's strength in both the move-up and
active adult segment.  PHM's Del Webb (active adult) segment is
perhaps the best-recognized brand name in the homebuilding
business.  The company also did a good job in reducing its
inventory and generating positive operating cash flow during the
severe housing downturn from 2007 through 2011 and since then.

PHM's future ratings and Outlook will be influenced by broad
housing market trends as well as company-specific activity such as
land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new-order
activity, debt levels and free cash flow trends and uses.

DEBT AND LIQUIDITY

The ratings and Outlook also take into account the company's
successful execution of its debt repayment strategy following the
merger with Centex in August 2009 and more recently.  Subsequent to
the merger the company repurchased $1.5 billion of senior notes
through a tender offer.  PHM also retired $898.5 million in debt in
2010, $323.9 million in 2011, $592.4 million in 2012, $462 million
in 2013 and $245.7 million in 2014.  Remaining debt maturities are
well laddered with $463.2 million due in 2016 and $122.8 million
scheduled to mature in October 2017.  As of
June 30, 2015, PHM had $460.4 million of unrestricted cash and
equivalents and $1.58 billion of senior notes.

The reduced debt and growing profitability have enabled the company
to improve its debt/EBITDA ratio from 14.3x at the end of 2010 to
2.05x at the end of 2014 and 1.7x for the latest 12 months ending
June 30, 2015.  Interest coverage improved from 0.9x during 2010 to
6.7x during 2014 and 7.4x for the LTM period.

As a cost saving measure and to provide increased operational
flexibility, PHM voluntarily terminated its $250 million unsecured
revolving credit facility (RCF) effective March 30, 2011.  Then on
July 23, 2014, PHM entered into a senior unsecured RCF that matures
on July 21, 2017.  The facility provides for maximum borrowings of
$500 million and contains an uncommitted accordion feature that
could increase the size of the facility to $1 billion.

As is the case with other public homebuilders, PHM is using the
liquidity accumulated over the past few years to maintain and where
possible expand its land position and to acquire land at attractive
prices.

In late July 2013, the board of directors reinstituted a quarterly
dividend ($0.05 per share).  The board had eliminated the $0.04 per
share quarterly dividend in November 2008 to conserve cash.  In
October 2014, Pulte's board declared a 60% increase in its
quarterly dividend to $0.08 per share.

PHM also announced in October 2014 that its board approved a share
repurchase authorization of $750 million.  PHM repurchased 7.2
million shares (cost $118.1 million) in 2013 and 12.9 million
shares (cost $245.8 million) in 2014.  During the six months ended
June 30, 2015, PHM repurchased 15.3 million shares of its common
stock for a total of $313.0 million.  The share repurchase
authorization has $425.4 million remaining as of June 30, 2015.
Management has indicated that its first priority in allocating
capital is to invest in its business, and then to return excess
funds to shareholders in the form of dividends and share
repurchases on a routine and systematic basis.

Even with substantial land and development spending in 2015 as well
as some moderate share repurchase activity and the higher dividend,
Fitch expects PHM will end the year with a cash and equivalents
position of at least $750 million.

REAL ESTATE

As of June 30, 2015, PHM controlled 136,334 lots, of which 70.2%
are owned and the remaining 29.8% controlled through options. Total
lots controlled represent an 8.0-year supply of total lots based on
LTM closings, while the company owns 5.6-years of lots. The
company's land position has historically been longer compared to
other public homebuilders because of its Del Webb operations. PHM's
active adult and certain master-planned communities can take from
five to seven years or longer during their build-out.

During the first few years off the market bottom, the company was
relatively subdued in committing to incremental land purchases
because of its already sizeable land position.  Of course, the
acquisition of Centex in 2009 allowed the company to sharply
increase its land position.

PHM spent $750 million on land and development in 2009, while
Centex spent roughly $200 million.  PHM spent $980 million on land
and development in 2010 and $1.04 billion in 2011.  In 2012 it
spent $924 million for land and development - roughly 1/3 for land
and 2/3 for development activities.  PHM spent approximately $1.3
billion on real estate in 2013 with roughly 40% for land and 60%
for development.  For full-year 2014 the company spent $1.8 billion
on real estate: about 50% for land and 50% on development. This was
approximately $200 million below the board's authorization level.
The board has authorized $2.4 billion in real estate expenditures
for 2015 with more than 50% targeted for development activities.
(For perspective, PHM alone spent $4.6 billion on land and
development in 2006.)

PHM continues to face meaningful development expenditures,
partially due to its Del Webb active adult (retiree) operations,
but largely related to its Pulte brand.  There are fewer developed
lots available to buy; thus, more raw land, which will require
development spending, is being acquired for its Pulte and Centex
brands.  This is also the case for other homebuilders.

Fitch is comfortable with PHM's land strategy given the company's
cash position, debt maturity schedule, proven access to the capital
markets, and management's demonstrated discipline in pulling back
on its land and development activities during periods of distress.
Additionally, Fitch expects management to be disciplined with the
uses of its cash, refraining from significant share repurchases or
one-time dividends to its stockholders that would meaningfully
deplete its liquidity position.

THE INDUSTRY

Housing metrics increased in 2014 due to more robust economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production, and consumer
spending), and consequently acceleration in job growth.
Unemployment rates decreased to 6.2% for 2014 from an average of
7.4% in 2013, despite modestly higher interest rates, as well as
more measured home price inflation.  A combination of tax increases
and spending cuts in 2013 shaved about 1.5pp off annual economic
growth, according to the Congressional Budget Office. Many
forecasters estimate the fiscal drag in 2014 was only about 0.25%.


Single-family starts in 2014 improved 4.8% to 648,000 as
multifamily volume grew 15.6% to 355,000.  Thus, total starts in
2014 were 1.003 million.  New home sales were up a modest 1.6% to
436,000, while existing home volume was off 2.9% to 4.940 million
largely due to fewer distressed homes for sale and limited
inventory.

New-home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance.  Average
new-home prices, as measured by the Census Bureau, rose 6.4% in
2014, while median home prices advanced approximately 5.4%.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the balance of the year.  Considerably lower oil prices
should restrain inflation and leave American consumers with more
money to spend.  The unemployment rate should continue to move
lower (average 5.3% in 2015).  Credit standards should steadily and
moderately ease throughout 2015.  Demographics should be more of a
positive catalyst.  More of those younger adults who have been
living at home should find jobs and these 25-35 year olds should
provide some incremental elevation to the rental and starter home
markets.  Single-family starts are forecast to rise about 12.5% to
729,000 as multifamily volume expands 7.3% to 381,000.  Total
starts would be in excess of 1.1 million.  New home sales are
projected to increase 20% to 523,000.  Existing home volume is
expected to be approximately 5.152 million, up 4.3%.

New-home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first-time
homebuyer product.  Average and median home prices should increase
3.0%-3.5%.

Fitch expects further improvement in 2016, with total housing
starts projected to rise 12.3%, new-home sales to advance 18%, and
existing home sales to grow 5% for the year.

Challenges remain, including the potential for higher interest
rates and restrictive credit qualification standards.

KEY ASSUMPTIONS

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

   -- Industry single-family housing starts improve 12.5%, while
      new and existing home sales grow 20% and 4.3%, respectively,

      in 2015;

   -- PHM's revenues increase by low- to mid-single digits and
      homebuilding EBITDA margins moderately erode this year;

   -- The company's debt/EBITDA approaches 2x and interest
      coverage is approximately 7x by year-end 2015;

   -- PHM spends close to $2.4 billion on land acquisition and
      development activities this year;

   -- The company maintains a healthy liquidity position (above $1

      billion with a combination of unrestricted cash and revolver

      availability).

RATING SENSITIVITIES

Positive rating actions leading to a low investment-grade rating
may be considered if the recovery in housing appears likely for the
next few years and meets or exceeds Fitch's current outlook; PHM at
the least maintains current credit metrics (particularly
debt-to-EBITDA of 2x and interest coverage at or above 7x) and the
company preserves a substantial liquidity position.

A negative rating action could be triggered if the industry
recovery dissipates; PHM's 2015 revenues drop in the high-teens
while EBITDA margins decline below 12%; and PHM's liquidity
position falls sharply, perhaps below $500 million, as the company
pursues overly aggressive shareholder-friendly actions (e.g.
dividends, share repurchase).

FULL LIST OF RATINGS

Fitch currently has these ratings:

PulteGroup, Inc.:
   -- Long-term IDR at 'BB+';
   -- Senior unsecured notes at 'BB+/RR4';
   -- Unsecured revolving credit facility at 'BB+/RR4.

Centex Corp.:
   -- Long-term IDR at 'BB+';
   -- Senior unsecured debt at 'BB+/RR4'.

The Rating Outlook is Positive.

RECOVERY RATING

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category.  The 'RR4' for PHM's senior unsecured debt supports
a rating of 'BB+', the same as PHM's IDR, and reflects average
recovery prospects in a distressed scenario.

Date of Relevant Committee: March 6, 2015



QUANTUM CORP: Receives Non-Compliance Notice From NYSE
------------------------------------------------------
Quantum Corp. announced that the New York Stock Exchange has
notified the company that it is not in compliance with the NYSE's
continued listing standard requiring that stocks trade at a minimum
average closing price of $1 for 30 consecutive trading days.

Under NYSE rules, Quantum has six months from receipt of the
notification on Oct. 2, 2015, to comply with the listing standard.
The Company's stock will continue to be listed on the NYSE during
this six-month period, subject to compliance with other NYSE
continued listing requirements.

The NYSE notification has no impact on Quantum's business
operations.

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the year
ended March 31, 2014.

As of June 30, 2015, the Company had $314.6 million in total
assets, $382.6 million in total liabilities and a $67.9 million
total stockholders' deficit.


QUANTUM CORP: Repays $81M in Convertible Notes Due November 2015
----------------------------------------------------------------
Quantum Corp. announced that on Oct. 5, 2015, it repaid
approximately $81 million in convertible notes due Nov. 15, 2015,
at par, and approximately $1 million in interest . To repay the
notes -- all of which were held by one holder -- the company used
approximately $66 million from its revolving $75 million credit
facility with Wells Fargo Capital Finance, LLC.  In addition,
Quantum used approximately $16 million of the more than $60 million
it had in total cash on hand to cover approximately $15 million in
notes plus interest.  The company will repay holders of the
remaining $3 million of the convertible notes no later than the
Nov. 15 maturity date.

In conjunction with the debt repayment announcement, Quantum
reported that it expects total revenue for its fiscal second
quarter (ended Sept. 30, 2015) to be in the range of $116 million
to $118 million.  This is approximately 2-3 percent below the low
end of the $120 million to $130 million range the company provided
in its July guidance, primarily driven by a quarter-end sales
backlog of approximately $8 million to $9 million, which is
significantly stronger than the company's typical quarterly backlog
of approximately $1 million.  This large backlog reflected strong
end-of-quarter demand, particularly in scale-out storage, with an
unusually high number of customers placing orders in the last three
days of the quarter.  Because of the magnitude and timing of the
orders received at quarter-end and a shortage of parts available
from Quantum's disk suppliers, the company did not complete
production of all the orders received during the quarter but will
ship these orders in the fiscal third quarter.

"We're pleased that we've repaid nearly all of our November 2015
convertible notes and that we had strong demand for our solutions
in Q2," said Jon Gacek, president and CEO of Quantum.  "Our
scale-out storage momentum continued, and we also saw an uptick in
data protection revenue from Q1, including tape revenue.  While we
are disappointed that we were unable to get everything shipped
during the quarter, the strong customer demand speaks to the power
of our offerings and the value we deliver.  Looking ahead, we
remain optimistic about our business and continue to target
full-year scale-out storage revenue growth of 50 percent.  Finally,
although these are only preliminary results, we expect to have
generated cash from operations and increased total cash for Q2."

             Fiscal Second Quarter Earnings Conference Call

Quantum will issue a news release on its fiscal second quarter
financial results on Thursday, Oct. 29, 2015, after the close of
the market.  The company will also hold a conference call and live
audio webcast to discuss these results that same day at 2:00 p.m.
PDT.  Press and industry analysts are invited to attend in
listen-only mode.
Dial-in number: 719-457-2689 (U.S. and International); access code:
532638
Replay number: 719-457-0820 (U.S. and International); access code:
532638
Replay expiration: Tuesday, Nov. 3, 2015, at 5:00 p.m. PST
Webcast site: http://www.quantum.com/investors

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the year
ended March 31, 2014.

As of June 30, 2015, the Company had $314.6 million in total
assets, $382.6 million in total liabilities and a $67.9 million
total stockholders' deficit.


QUIRKY INC: Wins Interim Approval to Use Cash Collateral
--------------------------------------------------------
Judge Martin Glenn has entered an interim order authorizing Quirky,
Inc., et al., to use cash collateral.  The Court will convene a
final hearing to consider the Debtors' motion to use cash
collateral on Oct. 23, 2015, at 9:00 a.m. (ET).   Objections to
entry of a final order are due Oct. 16, 2015.

A copy of the Court's Interim Cash Collateral Order signed Sept.
25, 2015, is available for free at:

   http://bankrupt.com/misc/Quirky_45_Interim_Cash_Ord.pdf

As reported in the Sept. 24, 2015 edition of the TCR, the Debtors
are seeking authority from the Bankruptcy Court to use cash
collateral to, among other things, sustain their operations,
maintain business relationships, and pay their employees.  The
Debtors also require funds to retain and pay costs of
professionals, consultants and advisors who will conduct sales of
their assets.

As of the Petition Date, Quirky had outstanding debt to Comerica
Bank, pursuant to (a) a Loan and Security Agreement dated Sept. 25,
2013, as amended, pursuant to which Comerica provided Quirky with a
$20 million revolving line of credit and (b) a First
Amendment to Loan and Security Agreement dated April 22, 2014,
pursuant to which Comerica provided Quirky with a $10 million term
loan.  As of the Petition Date, the outstanding balance under the
Revolver is not less than $20,000,000 and the outstanding balance
under the Term Loan is not less than $9,667,000 exclusive of
accrued and unpaid interest, fees and expenses.   Quirky granted
first priority security interests in and liens on certain of its
assets to Comerica to secure repayment of the Prepetition Debt.

The Debtors propose to provide Comerica Bank with adequate
protection lien to secure the Prepetition Obligations and Adequate
Protection Superpriority Claims with respect to the Prepetition
Obligations.

                        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.

Judge Martin Glenn is assigned to the jointly administered cases.

Quirky estimated assets in the range of $10 million to $50 million
and liabilities of at least $50 million.

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.


RELATIVITY MEDIA: $49.5 Million DIP Financing Approved
------------------------------------------------------
Judge Michael E. Wiles entered a final order authorizing Relativity
Media, et al., to obtain $49,500,000 of secured superpriority DIP
financing from existing term loan lenders, and use cash
collateral.

Cortland Capital Market Services LLC, as administrative and
collateral agent, and the lenders party thereto have agreed to
provide a term loan in the aggregate principal amount of
$49,500,000, of which (a) $9,500,000 (the "Interim DIP Loan") was
made available to the Debtors upon entry of the Interim Order,; (b)
$2,500,000 (the "Second Interim DIP Loan") was made available to
the Debtors upon entry of the Second Interim Order on August 14,
2015,; (c) $37,500,000 (the "Final DIP Loan") will be made
available to the Debtors upon the entry of the Final Order.

A copy of the Final DIP Financing Order is available for free at:

   http://bankrupt.com/misc/Relativity_F_342_23_Final_DIP_Ord.pdf

The Debtors received nine objections to the Court's entry of the
Final DIP Order, inclusive of objections carried over from the
hearing with respect to the second interim order seeking approval
of the DIP Motion.  

The Debtors have agreed to include language in the Final DIP Order
addressing and resolving a majority of the Objections in whole or
in part that were filed by:

  -- Technicolor, Inc.;
  -- Macquarie Investments US Inc.;
  -- RKA Film Financing, LLC;
  -- Viacom International Inc. and certain affiliates;
  -- Ollawood Productions, LLC and Left Behind Investments, LLC;
  -- CIT Bank, N.A. (f/k/a OneWest Bank N.A.).

With respect to the outstanding objections, the Debtors explained
that they require postpetition financing to operate their
businesses and bridge the gap to a going concern sale of their
business.

                        Derivative Standing,
                      Equities of Case Waiver

Ollawood Productions, LLC and Left Behind Investments, LLC
(collectively, "Ollawood") objected to the Final DIP Order on the
basis that it should not be entered unless the Committee is granted
automatic derivative standing to challenge certain prepetition
liens and claims related to the Debtors' secured lenders.
Furthermore, RKA  Film Financing, LLC ("RKA") objected to the Final
DIP Order arguing that, should the Committee be granted derivative
standing, such standing should be non-exclusive and should allow
RKA to pursue estate claims related to certain film-specific
assets.

The Debtors asked the Court to overrule both objections.  Counsel
to the Debtors, Richard L. Wynne, Esq., at Jones Day, note that
Ollawood has not pointed to a single case where such a requirement
was imposed without a debtor's consent in the context of granting
postpetition financing.  Furthermore, according to Mr. Wynne, RKA
has not cited any authority with regards to its request to be
granted derivative standing, let along authority that it should be
granted such standing to assert estate claims absent being an
estate representative or fiduciary.

Mr. Wynne argued that if derivative standing is sought by an
appropriate estate representative such as an official committee, a
motion should be brought on appropriate notice, and upon a
sufficient evidentiary record—rather than bootstrapped to a Final
DIP Order by way of an objection.

Mr. Wynne also argued that there is similarly no basis for
sustaining Ollawood's argument that the waiver of the "equities of
the case" exception under Section 552(b) of the Bankruptcy Code
should not be approved by the proposed Final DIP Order.  According
to Mr. Wynne, because the DIP Lenders have required the waiver of
the "equities of the case" exception as a precondition to lending
on a postpetition basis, the Debtors have agreed to seek approval
of such relief to obtain the much needed financing.

                     Lenders Avoid Degradation

The ad hoc group of lenders under that certain Financing Agreement,
dated as of May 30, 2012, by and among Relativity Media LLC and
certain of its subsidiaries and the lenders from time to time party
thereto, together with certain members of the Ad Hoc Group of Term
Loan Lenders that are debtor-in-possession lenders to the Debtors
(the "DIP Lenders") and owners of the entity that is the proposed
stalking horse bidder with respect to a sale of substantially all
the Debtors' assets submitted an omnibus response to the
objections, saying that the Term Loan Lenders have proffered
concessions that should resolve all of the Official Committee of
Unsecured Creditors' most material objections.  The Lenders asked
the Court to overrule the remaining Objections, including those
filed by Manchester Securities Corp. and Macquarie Investment US
Inc.

The Creditors Committee complained in its objection that the DIP
Facility contains onerous covenants that require an expedited sale
process for the benefit of the DIP Lender and related stalking
horse buyer.  Macquarie complained that the only parties to benefit
from this accelerated timeline are the DIP Lenders/ Stalking Horse
Bidder, each of whom is attempting to run away with valuable assets
of the Debtors' estates -- not on a going concern basis, but on a
cherry-picked, piecemeal basis.  Macquarie argued that in order to
ensure that the Debtors will obtain the greatest value for their
assets, the Debtors must conduct a customary bankruptcy auction
process over a longer period of time.

The Term Loan Lenders responded by pointing out that courts have
not hesitated to approve comparably expedited sale processes in
other cases where the uncertainties engendered by delay threatened
significant degradation of value, and this Court should do the same
here.

According to the Lenders, the longer the Debtors remain in chapter
11, the more it will cost.  They note that the DIP Budget, as
currently presented, shows more than $17 million in professional
fees over a 9-week period.  Each additional week that the chapter
11 cases remain pending, and the fee-intensive sale process
continues, will increase these already substantial costs and,
thereby, reduce recoveries to creditors, the Lenders told the
Court.

"The Term Loan Lenders are sellers as readily as they are buyers
and the sale process they have endorsed reflects this agenda.
Despite attempts by the Objectors to portray them as such, the Term
Loan Lenders are definitely not a collection of hedge funds with
clearly in-the-money positions engaged in a loan-to-own gambit. The
Term Loan B Lenders (and, under certain circumstances, even the
Term Loan A and DIP Lenders) are at risk of being out of the money.
The risk that they, like all the rest of the Debtors' creditors,
could confront a zero recovery has motivated them to fund a sale
process that balances efficiency and value enhancement, thereby
making them uniquely qualified advocates for value preservation,"
Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP told
the Court.

Macquarie Investments' attorneys:

         GIBSON, DUNN & CRUTCHER LLP
         J. Eric Wise, Esq.
         Shira D. Weiner, Esq.
         200 Park Avenue
         New York, New York 10166
         Tel: (212) 351-4000
         Fax: (212) 351-4035

                - and -

         Samuel A. Newman, Esq.
         Daniel B. Denny, Esq.
         333 South Grand Avenue
         Los Angeles, CA 90071-3197
         Tel: (213) 229-7000
         Fax: (213) 229-7520

The Debtors' attorneys:

         JONES DAY
         Richard L. Wynne, Esq.
         Bennett L. Spiegel, Esq.
         Erin N. Brady, Esq.
         Dana Baiocco, Esq.
         222 East 41st Street
         New York, NY 10017
         Tel: (212) 326-3939
         Fax: (212) 755-7306
         E-mail: rlwynne@jonesday.com
                 blspiegel@jonesday.com
                 enbrady@jonesday.com
                 dbaiocco@jonesday.com

                - and -

         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         Craig A. Wolfe, Esq.
         Malani J. Cademartori, Esq.
         Blanka K. Wolfe, Esq.
         30 Rockefeller Plaza
         New York, New York 10112
         Tel: (212) 653-8700
         Fax: (212) 653-8701
         E-mail: cwolfe@sheppardmullin.com
                 mcademartori@sheppardmullin.com
                 bwolfe@sheppardmullin.com

The Term Loan Lenders' attorneys:

         MILBANK, TWEED, HADLEY & McCLOY LLP
         Dennis O'Donnell, Esq.
         Mark Shinderman, Esq.
         Haig M. Maghakian, Esq.
         601 S. Figueroa St., 30th Floor
         Los Angeles, CA 90017
         Tel: (213) 892-4000

         Dennis C. O'Donnell
         28 Liberty Street New York, NY 10005
         Telephone: (212) 530-5000

The Creditors Committee' attorneys:

         TOGUT, SEGAL & SEGAL LLP
         Albert Togut, Esq.
         Frank A. Oswald, Esq.
         Scott E. Ratner
         One Penn Plaza, Suite 3335
         New York, New York 10119
         Tel: (212) 594-5000

                           *     *     *

A copy of the list of borrowers and guarantors under (i) the
Financing Agreement, dated May 30, 2012, by and between Relativity
Media, LLC and certain of its subsidiaries, the lenders that are a
party thereto, Cortland Capital Market Services LLC, as collateral
and administrative agent, and CB Agency Services, LLC, as
origination agent, as amended by Amendment No. 1 thereto, dated
July 16, 2015 (the "Cortland TLA/TLB Facility"); and (ii) the
Second Amended and Restated Credit Agreement, dated May 30, 2012,
by and between Relativity Media, LLC and certain of its
subsidiaries, the lenders that are a party thereto, and Manchester
Securities Corporation, as amended by Amendment No. 1 thereto,
dated September 30, 2014 (the "Manchester Credit Facility"), is
available for free at:

  http://bankrupt.com/misc/Relativity_251_23_List_C_Facility.pdf

A copy of the Redacted DIP Fee Letter is available for free at:

  http://bankrupt.com/misc/Relativity_118_Redact_DIP_Letter.pdf

                      About Relativity Media

Based in New York, Relativity -- http://relativitymedia.com/-- is
a privately-held global media company engaged in multiple aspects
of content production and distribution, including movies,
television, sports, digital and music.  The parent is privately
held Relativity Fashion LLC, which is based in New York.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.

Relativity Fashion, Relativity Media LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on July 30, 2015
(Bankr. S.D.N.Y., Case No. 15-11989).  The case is assigned to
Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.  

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.

The Official Committee of Unsecured Creditors tapped Togut, Segal &
Segal LLP as attorneys.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP, on
Oct. 4, 2015, 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.


RELATIVITY MEDIA: Bush Gottlieb Files Rule 2019 Statement
---------------------------------------------------------
Bush Gottlieb disclosed in a court filing that it represents eight
creditors in the Chapter 11 cases of Relativity Fashion LLC and its
affiliates:

     (1) Directors Guild of America, Inc.
         7920 Sunset Boulevard
         Los Angeles, CA 90046
         (310) 289-2000

     (2) Screen Actors Guild–American Federation
         of Television and Radio Artists
         5757 Wilshire Boulevard
         Los Angeles, CA 90036
         (323) 954-1600

     (3) Writers Guild of America, West, Inc.
         7000 West Third Street
         Los Angeles, CA 90048
         (323) 951-4000

     (4) Directors Guild of America, Inc-Producer
         Pension and Health Plans
         8436 West Third Street, Suite 900
         Los Angeles, CA 90048-4189
         (323) 866-2255

     (5) Motion Picture Industry Pension and Health Plans
         11365 Ventura Boulevard
         Studio City, CA 91604
         (818) 769-0007

     (6) Equity
         Guild House
         Upper St. Martin’s Lane
         London WC2H 9EG
         ENGLAND
         Phone: 020 7379 6000

     (7) Screen Actors Guild-Producers Pension & Health Plans
         3601 West Olive Avenue, 2nd Floor
         Burbank, CA 91510-7830
         (818) 973-4444

     (8) Writers Guild Pension Plan and Industry Health Fund
         1015 North Hollywood Way
         Burbank, CA 91505
         (818) 846-1015

The creditors hold claims amounting to over $21 million.  These
claims stemmed from their collective bargaining agreements with the
companies, according to the filing.

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

Bush Gottlieb can be reached at:

         Joseph A. Kohanski
         David E. Ahdoot
         BUSH GOTTLIEB
         500 North Central Avenue, Suite 800
         Glendale, California 90103
         Tel: (818) 973-3200
         Fax: (818) 973-3201
         E-mail: jkohanski@bushgottlieb.com

                      About Relativity Media

Based in New York, Relativity -- http://relativitymedia.com/-- is
a privately-held global media company engaged in multiple aspects
of content production and distribution, including movies,
television, sports, digital and music.  The parent is privately
held Relativity Fashion LLC, which is based in New York.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.

Relativity Fashion, Relativity Media LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on July 30, 2015
(Bankr. S.D.N.Y., Case No. 15-11989).  The case is assigned to
Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.  

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.

The Official Committee of Unsecured Creditors tapped Togut, Segal &
Segal LLP as attorneys.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP, on
Oct. 4, 2015, 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.



RELATIVITY MEDIA: Cohen Weiss Files Rule 2019 Statement
-------------------------------------------------------
Cohen, Weiss and Simon LLP disclosed in a court filing that it
represents these creditors in the Chapter 11 cases of Relativity
Fashion LLC and its affiliates:

     (1) Directors Guild of America, Inc.
         7920 Sunset Boulevard
         Los Angeles, CA 90046
         (310) 289-2000

     (b) Screen Actors Guild–American Federation of
         Television and Radio Artists
         5757 Wilshire Boulevard
         Los Angeles, CA 90036
         (323) 954-1600

     (3) Writers Guild of America, West, Inc.
         7000 West Third Street
         Los Angeles, CA 90048
         (323) 951-4000

     (4) Directors Guild of America, Inc-Producer
         Pension and Health Plans
         8436 West Third Street, Suite 900
         Los Angeles, CA 90048-4189
         (323) 866-2255

     (5) Motion Picture Industry Pension and Health Plans
         11365 Ventura Boulevard
         Studio City, CA 91604
         (818) 769-0007

     (6) Equity
         Guild House
         Upper St. Martin’s Lane
         London WC2H 9EG
         ENGLAND
         Phone: 020 7379 6000
         
     (7) Screen Actors Guild-Producers Pension & Health Plans
         3601 West Olive Avenue, 2nd Floor
         Burbank, CA 91510-7830
         (818) 973-4444

     (8) Writers Guild Pension Plan and Industry Health Fund
         1015 North Hollywood Way
         Burbank, CA 91505
         (818) 846-1015

The creditors hold claims amounting to over $21 million, which
stemmed from their collective bargaining agreements with the
companies, according to Cohen Weiss.

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

Cohen Weiss can be reached at:

        David R. Hock, Esq.
        COHEN, WEISS AND SIMON LLP
        330 West 42nd Street
        New York, New York 10036
        Tel: (212) 563-4100
        Fax: (646) 473-8220
        E-mail: bsimon@cwsny.com
                tciantra@cwsny.com
                dhock@cwsny.com

                      About Relativity Media

Based in New York, Relativity -- http://relativitymedia.com/-- is
a privately-held global media company engaged in multiple aspects
of content production and distribution, including movies,
television, sports, digital and music.  The parent is privately
held Relativity Fashion LLC, which is based in New York.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.

Relativity Fashion, Relativity Media LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on July 30, 2015
(Bankr. S.D.N.Y., Case No. 15-11989).  The case is assigned to
Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.  

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.

The Official Committee of Unsecured Creditors tapped Togut, Segal &
Segal LLP as attorneys.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP, on
Oct. 4, 2015, 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.



RELATIVITY MEDIA: Heatherden Appeals DIP Financing Order
--------------------------------------------------------
Heatherden Securities LLC in September said it is taking an appeal
to the United States District Court for the Southern District of
New York from the Bankruptcy Court's final order authorizing
Relativity Media, et al., to obtain $49,500,000 of secured
superpriority DIP financing from existing term loan lenders, and
use cash collateral.

Heatherden Securities is presenting these issues on appeal:

   1. Whether a limited liability company debtor-in-possession may
enter into an ultra vires transaction in violation of applicable
non-bankruptcy law.

   2. Whether the Bankruptcy Court erred in ruling as a matter of
law that provisions in the Debtors' Operating Agreement (the
"Operating Agreement") that are otherwise enforceable under
applicable non-bankruptcy law were unenforceable in bankruptcy with
no factual findings or conclusion that they were subject to the
"clear abuse" standard articulated in Johns-Manville Corp. v. The
Equity Security Holders Comm. (In re Johns-Manville Corp.), 801
F.2d 60 (2d Cir. 1986).

   3. Whether the Bankruptcy Court erred in ruling that the
Bankruptcy Code trumps certain member rights regarding activities
of a limited liability company (enforceable under applicable
non-bankruptcy law) because they are "substantive restrictions"
rather than "governance" rights.

   4. Assuming the Bankruptcy Court correctly distinguished between
"governance" provisions in the Debtors' Operating Agreement (that
it concluded are enforceable in bankruptcy), and other substantive
provisions in the Debtors' Operating Agreement (that it concluded
are unenforceable in bankruptcy), is a provision prohibiting a
debtor from exceeding a cap on the debtor's total indebtedness
properly classified as a "governance" provision that would be
enforceable in bankruptcy even under the foregoing distinction?

   5. Whether the debtor-in-possession lenders closed in good faith
on debtor-in-possession financing requiring an ultra vires act by
relying upon the bankruptcy court order authorizing that ultra
vires act over the objection of a member of the limited liability
company debtor-in-possession.

Cortland Capital Market Services LLC, as administrative and
collateral agent, and the lenders party thereto have agreed to
provide a term loan in the aggregate principal amount of
$49,500,000, of which:

     (a) $9,500,000 (the "Interim DIP Loan") was made available to
the Debtors upon entry of the Interim Order,;

     (b) $2,500,000 (the "Second Interim DIP Loan") was made
available to the Debtors upon entry of the Second Interim Order on
August 14, 2015;

     (c) $37,500,000 (the "Final DIP Loan") will be made available
to the Debtors upon the entry of the Final Order.

The Final DIP Financing Order was entered by the judge on Aug. 27,
following a hearing on Aug. 26.  A copy of the Final DIP Financing
Order is available for free at:

   http://bankrupt.com/misc/Relativity_F_342_23_Final_DIP_Ord.pdf

                Manchester, Heatherden Objections

Manchester Securities Corporation, Manchester Library Company LLC,
and Heatherden Securities LLC filed an objection to the Debtors'
DIP Financing motion but Manchester, et al., sought and obtained
approval to file the document under seal.  The Debtors' response to
the objection was also filed under seal.

According to the Term Loan Lenders, Manchester, in its objection
argues that the Debtors "seek authority to sell substantially all
of their assets," but that "[t]hey lack authorization to do so."
Manchester also argues that the Debtors "cannot borrow funds that
exceed a pre-agreed Debt Cap without the consent of Heatherden."
Manchester's affiliate, Heatherden, is a member of Relativity
Holdings, LLC ("RHL"), the Debtors' parent holding company, and
Manchester (a holder of RML debt) contends that Heatherden (an
equity holder of RML and Manchester's proxy) never consented to the
chapter 11 filing, the proposed sale process, or the DIP Facility.
Thus, Manchester suggests, the filing, the sale process, and the
DIP Facility are ultra vires acts that are void ab initio and,
without ratification by Heatherden, would require dismissal of the
chapter 11 cases.

In response to the objection, the Term Loan Lenders insisted that
Manchester's objection must be rejected for what it is -- the
over-the-top gambit of a disgruntled debtholder bent upon utilizing
the insider status of its affiliate to compel payment of its deeply
subordinated debt claims in violation of both fundamental
Bankruptcy Code principles and a controlling intercreditor
agreement.  According to the Term Loan Lenders, this is the case
for at least the following reasons:

   -- First, while not framed in precisely these terms, the
combination of Operating Agreement terms to which Manchester points
effectively erects an insurmountable barrier to chapter 11 relief
for RHL.  In its starkest terms, the Operating Agreement prohibits
RHL from ever administering its bankruptcy case, because it could
only enter into the DIP Facility with the consent of Heatherden,
which it has refused to provide.  But agreements to prospectively
prohibit future bankruptcy filings, or waive substantive bankruptcy
rights, are typically found to be unenforceable as a matter of
public policy.

   -- Second, the Subordination Agreement -- which established the
relative rights of the Term Loan Lenders and Manchester with
respect to the collateral they share -- prohibits Manchester from
objecting to the Stalking Horse APA, as a sale transaction
supported by the Term Loan Lenders, as well as from taking any
other actions to disrupt the chapter 11 process in its capacity as
a secured creditor.

   -- Third, the May 2015 amendment to the Operating Agreement that
made payment of Manchester a requirement for any asset sale (the
"May Amendment") is a prima facie fraudulent conveyance. Manchester
has asserted that the amendment to the Operating Agreement
represents an agreement by the owners of the company not to sell
all or substantially all of the company's assets unless
Manchester's secured debt is repaid in full. But this
amendment—which was adopted approximately two months before the
Debtors' bankruptcy filing—represents a fraudulent transfer and
is therefore void ab initio.

   -- Finally, Manchester recognizes that it is walking a thin line
with its ultra vires argument, acknowledging that it "appreciate[d]
that the Court may be reflexively resistant to positions that limit
the freedom of counsel and professionals purporting to act for a
debtor in possession," and that it might be perceived as seeking to
"'torpedo' the reorganization" or harboring "some secret desire to
destroy all prospects for reorganization." In re Johns-Manville,
801 F.2d at 64. Given the nature and intent of the rights granted
to Manchester, at Heatherden's request, in the Operating Agreement,
any other conclusion is, in fact, difficult to draw.

Counsel for Heatherden Securities:

         O'MELVENY & MYERS LLP
         Daniel S. Shamah, Esq.
         7 Times Square
         New York, NY 10036
         Tel: (212) 326-2000

         Evan M. Jones, Esq.
         400 South Hope Street, 18th Floor
         Los Angeles, CA 90071
         Tel: (213) 430-6000

                      About Relativity Media

Based in New York, Relativity -- http://relativitymedia.com/-- is
a privately-held global media company engaged in multiple aspects
of content production and distribution, including movies,
television, sports, digital and music.  The parent is privately
held Relativity Fashion LLC, which is based in New York.
Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.

Relativity Fashion, Relativity Media LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on July 30, 2015
(Bankr. S.D.N.Y., Case No. 15-11989).  The case is assigned to
Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.  

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.

The Official Committee of Unsecured Creditors tapped Togut, Segal &
Segal LLP as attorneys.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP, on
Oct. 4, 2015, 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.


RITE AID: Files Form 10-Q; Posts $21M Net Income in Aug. 29 Qtr.
----------------------------------------------------------------
Rite Aid Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $21.5 million on $7.66 billion of revenues for the 13 week
period ended Aug. 29, 2015, compared to net income of $128 million
on $6.52 billion of revenues for the 13-week period ended Aug. 30,
2014.

As of Aug. 29, 2015, the Company had $11.97 billion in total
assets, $11.5 billion in total liabilities and $430 million in
total stockholders' equity.

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

                         http://is.gd/G3TqXh

                         About Rite Aid Corp.

Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.

The Company disclosed in its annual report for the year ended
Feb. 28, 2015, that it is highly leveraged.  Its substantial
indebtedness could limit cash flow available for its operations and
could adversely affect its ability to service debt or obtain
additional financing if necessary.

                           *     *     *

In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid.  The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.

In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.


SAMSON RESOURCES: Gets Interim Approval to Use Cash Collateral
--------------------------------------------------------------
Samson Resources Corp. received interim approval to use the cash
collateral of its lenders.

The order, issued by U.S. Bankruptcy Judge Christopher Sontchi,
allowed the company to use the cash collateral of JPMorgan Chase
Bank N.A. and Deutsche Bank Trust Company Americas to fund its
operations.

JPMorgan and Deutsche Bank serve as administrative agents for the
first lien lenders and second lien lenders, respectively.

Both groups of lenders will get "superpriority administrative
claims" against the company.  The second lien lenders, however,
will get claims junior to the second lien lenders' claims.   

The lenders were also granted security interests and liens in
certain properties owned by the company, according to the court
filing.

A court hearing to consider final approval of the request is
scheduled for Oct. 14, 2015.  

                      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: Names Alvarez & Marsal as Financial Advisor
-------------------------------------------------------------
Samson Resources Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Alvarez & Marsal North America LLC as their financial
advisor.

A hearing is set for Oct. 14, 2015, at 10:00 a.m., to consider the
Debtors's request.  Objections, if any, were due Oct. 8, 2015, at
4:00 p.m.

The firm will:

a) assist the Debtors in the preparation of financial-related
disclosures required by the Court, including the Debtors' Schedules
of Assets and assist in discussions with potential investors,
banks, and other secured lenders, any official committee(s)
appointed in these chapter 11 cases, the United States Trustee,
other parties in interest and professionals hired by same, as
requested;

b) assist to the Debtors with information and analyses required
pursuant to the Debtors' cash collateral documents;

c) assist with the identification and implementation of short-term
cash management procedures;

d) assist with the identification of executory contracts and leases
and performance of cost/benefit evaluations with respect to the
affirmation or rejection of each;

e) assist Debtors' management team and counsel focused on the
coordination of resources related to the ongoing reorganization
effort;

f) assist in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which Court
approval is sought;

g) attend meetings and assistance in discussions with potential
investors, banks, and other secured lenders, any official
committee(s) appointed in these chapter 11 cases, the United States
Trustee, other parties in interest and professionals hired by same,
as requested;

h) analyze creditor claims by type, entity, and individual claim,
including assistance with development of databases, as necessary,
to track such claims;

i) assist in the preparation of information and analysis necessary
for the confirmation of a plan of reorganization in these chapter
11 cases, including information contained in the disclosure
statement;

j) assist in the analysis/preparation of information necessary to
assess the tax attributes related to the confirmation of a plan of
reorganization in these chapter 11 cases, including the development
of the related tax consequences contained in the disclosure
statement;

k) litigate advisory services with respect to accounting and tax
matters, along with expert witness testimony on case related issues
as required by the Debtors; and

l) render other general business consulting or such other
assistance as Debtors' management or counsel may deem necessary
consistent with the role of a financial advisor to the extent that
it would not be duplicative of services provided by other
professionals in this proceeding.

The Debtors tell the Court that the firm will be compensated in
this manner:

a) Retainer. A retainer in the amount of $300,000, which the
Debtors paid upon execution of the Engagement Letter and to be
credited against any amounts due at the termination of the
engagement and returned upon the satisfaction of all obligations
enumerated in the Engagement Letter.

b) Hourly rates.

   Designation              Hourly Rate
   -----------              -----------
   Managing Directors       $750-950
   Directors                $550-750
   Associates/Analysts      $350-550

John L. Stuart, IV, 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.

Mr. Stuart can be reached at:

   John L. Stuart, IV
   Alvarez & Marsal North America LLC
   600 Madison Avenue, 8th Floor
   New York, NY 10022
   Tel: +1 212 759 4433
   Tel: (+1) 214 438 8486
   Fax: +1 212 759 5532
   Email: jstuart@alvarezandmarsal.com

                      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.

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.


SAMSON RESOURCES: Seeks to Hire Garden City as Admin. Advisor
-------------------------------------------------------------
Samson Resources Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Garden City Group LLC as their administrative advisor.

A hearing is set for Oct. 14, 2015, at 10:00 a.m., to consider the
Debtors' request.  Objections, if any, were due Oct. 8, 2015, at
4:00 p.m.

The firm will:

     a) manage the preparation, compilation and mailing of
documents to creditors and other parties in interest in connection
with the solicitation of a chapter 11 plan (a "Plan");

     b) collect and tabulate votes in connection with any Plan
filed by the Debtors and providing ballot reports to the Debtors
and their professionals;

     c) generate an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results;

     d) launch, administer, and manage any rights offering and
performing any administrative tasks in connection with the related
backstop, including but not limited to processing the relevant
forms, collecting and managing payments, making or assisting in the
distributions of cash, securities, and/or other entitlements in
connection with any rights offering,;

     e) manage the publication of legal notices;

     f) manage any distributions made pursuant to a Plan;

     g) assist with claims reconciliation, including generating
claim objection exhibits and contract cure notices; and

     h) provide any and all necessary administrative tasks not
otherwise specifically set forth, as the Debtors or its
professionals may require in connection with these chapter 11
cases.

The firm's professionals and their respective hourly rates:

   Professional                                  Hourly Rate
   ------------                                  -----------
   Vice President and above                      $295
   Directors and Asst. Vice Presidents           $200-$295
   Project Managers & Senior Project Staff       $125-175
   Graphic Support & Technology Staff            $100-$200
   Project Supervisors                           $90-$110
   Project Administrators                        $70-$85
   Administrative, Mailroom and Claims Control   $45-$55

The Debtors notes, in connection with Garden City Group's services,
it provided the firm a retainer in the amount of $45,000.

Angela Ferrante, vice president of the firm, assures the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Ms. Ferrante can be reached at:

   Angela Ferrante
   Vice President, Operations
   Garden City Group LLC
   1985 Marcus Avenue
   Lake Success, NY 11042
   Tel: 631-470-1852
   Email: angela.ferrante@gardencitygroup.com

                      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.

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.


SAMSON RESOURCES: Taps Kirkland & Ellis as Bankruptcy Counsel
-------------------------------------------------------------
Samson Resources Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP
as their attorney.

The Court will hold a hearing on Oct. 14, 2015, at 4:00 p.m., to
consider approval of the Debtors' request.  Objections, if any,
were due to be filed Oct. 8, 2015.

The firm will:

     a) advise the Debtors with respect to their powers and
        duties as debtors in possession in the continued
        management and operation of their businesses and
        properties;

     b) advise and consult on the conduct of these chapter 11
        cases, including all of the legal and administrative
        requirements of operating in chapter 11;

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

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

     e) prepare pleadings in connection with these chapter 11
        cases, including motions, applications, answers, orders,
        reports, and papers necessary or otherwise beneficial
        to the administration of the Debtors' estates;

     f) represent the Debtors in connection with obtaining
        authority to continue using cash collateral;

     g) advise the Debtors in connection with any potential sale
        of assets;

     h) appear before the Court and any appellate courts to
        represent the interests of the Debtors' estates;

     i) advise the Debtors regarding tax matters;

     j) take any necessary action on behalf of the Debtors to
        negotiate, prepare, and obtain approval of a disclosure
        statement and confirmation of a chapter 11 plan and all
        documents related thereto; and

     k) perform all other necessary legal services for the
        Debtors in connection with the prosecution of these
        chapter 11 cases, including:

             i) analyzing the Debtors' leases and contracts and
                the assumption and assignment or rejection
                thereof;

            ii) analyzing the validity of liens against the
                Debtors; and

           iii) advising the Debtors on corporate and litigation
                matters.

The firm's current hourly rates for matters related to these
chapter 11 cases range:

    Billing Category          U.S. Range
    ----------------          ----------
    Partners                  $665-$1,375
    Of Counsel                $480-$1,245
    Associates                $480-$890
    Paraprofessionals         $170-$380

Joshua A. Sussberg, president of Joshua A. Sussberg P.C., a partner
of Kirkland & Ellis LLP and Kirkland & Ellis International, assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Mr. Sussberg can be reached at:

    Joshua A. Sussberg, Esq.
      as President of Joshua A. Sussberg, P.C.,
      as Partner of Kirkland & Ellis LLP, and
      as Partner of Kirkland & Ellis International LLP
    KIRKLAND & ELLIS LLP
    601 Lexington Avenue
    New York, NY 10022
    Tel: 212-446-4829
    Fax: 212-446-6460
    Email: joshua.sussberg@kirkland.com

                      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.

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.


SCOTTS MIRACLE-GRO: S&P Lowers CCR to 'BB', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Marysville, Ohio-based Scotts Miracle-Gro Co. to 'BB'
from 'BB+'.  The outlook is stable.

"We also assigned our 'B+' issue rating to Scotts' proposed $300
million senior unsecured notes due 2023, with a recovery rating of
'6', indicating our expectation that creditors could expect
negligible (0% to 10%) recovery in the event of a payment default.
In addition, we assigned our 'BB' issue rating to the proposed $1.9
billion five year senior secured bank credit facility (comprising a
$1.6 billion revolver and new $300 million term loan) with a
recovery rating of '3', indicating that creditors could expect
meaningful (at the higher end of the 50%-70% range) recovery in the
event of a payment default.  We also lowered our issue rating on
Scotts' existing $200 million senior unsecured notes due 2020 to
'B+' from 'BB-' with a recovery rating of '6'," S&P said.

S&P's ratings assume the proposed transactions close on
substantially the terms provided to them.  S&P estimates total debt
outstanding pro forma for the proposed transactions and after the
$300 million August 2015 payment to Monsanto will be about $1.1
billion as of the fiscal year-end Sept. 30, 2015.

"The downgrade reflects our forecast that the company's more
aggressive financial policy will result in a debt to EBITDA ratio
sustained in the low- to mid-3x area over the next few years, which
is higher than we previously factored into our ratings," said
Standard & Poor's credit analyst Gerald Phelan.  "We project the
company will add at least $100 million of debt annually for share
repurchases and acquisitions."

Standard & Poor's ratings on Scotts reflect the company's dominant
position in the lawn and garden product industry, which S&P
considers to be a large and important category for Scotts' key
retail customers; and the solid market shares and good consumer
awareness of its Scotts, Miracle-Gro, and Ortho brands.  The
company is also Monsanto Co.'s exclusive marketing and distribution
agent in certain countries for the popular consumer Roundup
herbicide, which accounts for about 15% of Scotts' profits.  The
company's brands are generally the clear market leader in their
categories; they face some private-label competition, particularly
in fertilizers, but still have meaningfully higher market shares.
Scotts also faces solid competition from Spectrum Brands Inc. and
Bayer AG (both in pest and weed controls), Central Garden & Pet Co.
(in grass seeds), and numerous regional competitors in growing
media, in which barriers to entry are low.

S&P's ratings also incorporate Scotts' focus in a highly seasonal
industry, which adverse weather conditions can hurt; the potential
for volatile input costs; the company's high customer concentration
(albeit with long-term relationships with financially solid
retailers); and ongoing perceived health and environmental risks,
which S&P assumes the company will continue to successfully
mitigate.

The outlook is stable.  S&P forecasts relatively consistent
operating performance though it believes debt will increase and
credit ratios weaken as a result of more aggressive financial
policy, resulting in debt to EBITDA sustained in the low- to mid-3x
area and FFO to debt around 20%.



SEANERGY MARITIME: Announces Delivery of a Supramax Vessel
----------------------------------------------------------
Seanergy Maritime Holdings Corp. announced the delivery of a 56,819
dwt Supramax dry bulk vessel, which has been renamed to M/V
Gladiatorship.  The vessel, which was built in 2010 by CSC Jinling
Shipyard, has been employed in the spot market.  The acquisition
cost of the M/V Gladiatorship has been funded by a senior secured
loan agreement with international financial institution and by a
funding arrangement with the Company's sponsor.

As previously announced, the M/V Gladiatorship is the second of
seven modern secondhand dry bulk vessels that the Company has
agreed to acquire for a gross purchase price of approximately $183
million.  The acquisition of the remaining vessels is expected to
be completed by Nov. 30, 2015.

                          About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that following the disposal of the Company's entire fleet in
early 2014 in the context of its restructuring plan, the Company
was unable to generate sufficient cash flow to meet its obligations
and sustain its continuing operations that raise substantial doubt
about the Company's ability to continue as a going concern.

The Company disclosed net income of $80.3 million on $2.01 million
of net vessel revenue for the year ended Dec. 31, 2014, compared
with net income of $10.9 million on $23.1 million of net vessel
revenue for the year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $19.57 million in total
assets, $10.15 million in total liabilities and $9.42 million in
stockholders' equity.


SKYPEOPLE FRUIT: Receives Nasdaq Listing Non-Compliance Notice
--------------------------------------------------------------
SkyPeople Fruit Juice, Inc., a producer of fruit juice
concentrates, fruit juice beverages and other fruit-related
products, on Oct. 8 disclosed that on October 6, 2015, it received
a written notice from the Listing Qualifications department of The
Nasdaq Stock Market indicating that the Company is not in
compliance with the minimum bid price requirement of $1.00 set
forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on
the Nasdaq Global Market.

The Nasdaq Listing Rules require listed securities to maintain a
minimum bid price of $1.00 per share and, based upon the closing
bid price for the 30 consecutive days ended October 5, 2015, the
Company did not meet this requirement.  SkyPeople has been provided
a 180 day period in which to regain compliance. During this period,
the closing bid price of the Company's ordinary shares must be at
least $1.00 for a minimum of ten consecutive business days to
regain compliance.  In addition, in the event the Company does not
regain compliance within the 180 day period, it may be eligible for
a second compliance period to regain compliance if so granted by
Nasdaq staff.

The notification letter has no effect on the listing of the
Company's ordinary shares at this time and the shares will continue
to trade on the Nasdaq Global Market under the ticker "SPU".

               About SkyPeople Fruit Juice, Inc.

SkyPeople Fruit Juice, Inc., a Florida company, through its
wholly-owned subsidiary Pacific Industry Holding Group Co., Ltd., a
Vanuatu company, and SkyPeople Juice International Holding (HK)
Ltd., a company organized under the laws of Hong Kong Special
Administrative Region of the People's Republic of China and a
wholly owned subsidiary of Pacific, holds 99.78% ownership interest
in SkyPeople Juice Group Co., Ltd.  SkyPeople (China), together
with its operating subsidiaries in China, is engaged in the
production and sales of fruit juice concentrates, fruit beverages,
and other fruit related products in the PRC and overseas markets.
Its fruit juice concentrates are sold to domestic customers and
exported directly or via distributors.  Fruit juice concentrates
are used as a basic ingredient component in the food industry.  Its
brands, "Hedetang" and "SkyPeople," which are registered trademarks
in the PRC, are positioned as high quality, healthy and nutritious
end-use juice beverages.



SPENDSMART NETWORKS: Issues $150,000 Promissory Note to Siskey
--------------------------------------------------------------
Spendsmart Networks, Inc., issued a convertible promissory note to
holder Siskey Capital, LLC in the principal amount of $150,000,
according to a regulatory filing with the Securities and Exchange
Commission.

The Note has a mandatory conversion feature obligating the holder
to participate and apply the principal and interest to a "Qualified
Financing" meaning a financing taking place prior to Dec. 31, 2015,
wherein the Company receives gross proceeds totaling at least
$1,500,000.  The Note bears interest at
12 percent per annum and has a maturity date of March 31, 2016. The
Company plans to use net proceeds from the sale of the Note for
general working capital.

                     About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $9.99 million in total assets,
$3.61 million in total liabilities and $6.37 million in total
stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation.  These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.


SPRING CENTRAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spring Central Hospital, LLC
           aka Spring Central Surgical Hospital, LLC
        5120 Woodway Dr., Suite 7012
        Houston, TX 77056

Case No.: 15-35370

Type of Business: Health Care

Chapter 11 Petition Date: October 7, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Donald L Wyatt, Esq.
                  LAW OFFICES OF DONALD L WYATT JR PC
                  26418 Oak Ridge Rd
                  The Woodlands, TX 77380
                  Tel: 281-419-8733
                  Fax: 281-419-8703
                  Email: don.wyatt@wyattpc.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Mustapha Kibirige, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ADP, Inc                            Payroll Taxes      $200,358
                                      Unfunded

Beck-Ford Construction, LLC             Vendor         $149,830

LDR Spine USA Inc.                      Vendor         $141,345

Dr Youghoon Cho                         Vendor         $120,000

Fidem ER Group                          Vendor         $119,500

ABM Janitorial Services              Vendor           $116,976

Emcare, Inc                          Vendor           $112,666

Ortho Spine Devices                  Vendor           $100,265

K&S Consulting                        Loan             $91,371

L2 Surgical LLC                      Vendor            $78,184

Harris County Property Tax       Property Taxes        $73,984

Mazor Robotics                       Vendor            $70,083

Prince Food Systems Inc.             Vendor            $66,018

BlueCross Blue Shield of Texas       Vendor            $62,265

Cardinal Health                      Vendor            $58,263

Olympus America Inc                  Vendor            $58,102

Johnson and Johnson                  Vendor            $56,026

Stryker Instruments                  Vendor            $54,064

Executive Security Sys               Vendor            $49,797

Dynamic Solutions LLC                Vendor            $46,290


STEREO ONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stereo One, Inc.
        2408 Lamar Avenue
        Memphis, TN 38114

Case No.: 15-29530

Chapter 11 Petition Date: October 7, 2015

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. Paulette J. Delk

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  Email: snd@harrisshelton.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kourosh (David) Zarshenas, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnwb15-29530.pdf


SUPERCONDUCTOR TECHNOLOGIES: Has $2.4-Mil. Loss in June 27 Qtr.
---------------------------------------------------------------
Superconductor Technologies Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $2.41 million on $71,000 of net revenues for the three
months ended June 27, 2015, compared with a net loss of $55,000 on
$75,000 of net revenues for the three months ended June 28, 2014.

The Company's balance sheet at June 27, 2015, showed $10.9 million
in total assets, $2.68 million in total liabilities and total
stockholders' equity of $8.21 million.

For the first six months of 2015, the Company incurred a net loss
of $3.8 million and had negative cash flows from operations of $4.6
million.  In the full 2014 year, it incurred a net loss of $8.3
million and had negative cash flows from operations of $10 million.
The Company's independent registered public accounting firm has
included in its audit reports for 2014 and 2013 an explanatory
paragraph expressing 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/ciRfdq
                          
Austin, Tex.-based Superconductor Technologies Inc. (Nasdaq: SCON)
operates in a single business segment, the research, development,
manufacture and marketing of high performance products used in
cellular base stations to maximize the performance of wireless
telecommunications networks by improving the quality of uplink
signals from mobile wireless devices.

Marcum LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has
incurred significant net losses since its inception, has an
accumulated deficit of $282 million and working capital deficit as
of Dec. 31, 2014, and expects to incur substantial additional
losses and costs to sustain operations.

The Company reported a net loss of $1.42 million on $55,000 of
revenues
for the three months ended March 28, 2015, compared with a net loss
of
$2.94 million on $389,000 of revenue for the same period last
year.

The Company's balance sheet at Mar. 31, 2015, showed $13.9 million
in total assets, $3.80 million in total liabilities, and
stockholders' equity of $10.1 million.


SUPERIOR PLUS: DBRS Puts BB(high) Issuer Rating on Review
---------------------------------------------------------
DBRS Limited has placed the BB(high) Issuer Rating and Senior
Secured Notes rating of Superior Plus LP and the BB (low) Senior
Unsecured Debentures rating Under Review with Negative
Implications, following the Company's announcement of an agreement
to purchase all equity interests in Canexus Corporation (Canexus).
DBRS understands that Superior Plus plans to issue new common
shares to Canexus' shareholders in exchange for Canexus's shares
and that the Company intends to refinance all existing Canexus's
borrowings and convertible debt, amounting to $661 million as at
June 30, 2015, with possible equity issuance of up to $150 million,
with the remainder with new debt issuances. The proposed
acquisition is subject to approval by Canexus's shareholders and
other regulatory approvals, and Superior Plus expects the
transaction to close in the first half of 2016.

The rating actions reflect that, if the transaction proceeds as
planned, Superior Plus' debt coverage ratios and the resulting
financial profile, on a pro forma basis, would become weak for the
current ratings. While Superior Plus's planned use of equity to
fund the acquisition is positive, DBRS estimates that the impact of
an additional $740 million of Canexus's adjusted debt (including
operating-lease adjusted debt of approximately $180 million) would
cause the Company's adjusted debt-to-EBITDA to rise to 4.5 times
(x) from the current level of 4.0x and the adjusted cash
flow-to-debt to fall to 17% from the current level of 19%. These
pro forma financial metrics are weak for the rating.

DBRS understands that the Company intends to reduce its financial
leverage through the combined free cash flow to within its internal
unadjusted debt-to-EBITDA target of 3.0x to 3.5x within 12 months
to 18 months after the closing of the transaction (from the
Company's estimate of 4.2x on a pro forma basis at transaction
close) and recognizes the Company's deleveraging effort since the
current management has been in place since 2011. However, the
Company could face challenges in integrating the acquired operation
into its Specialty Chemicals division, with the current weak demand
in chloralkali products (especially in hydrochloric acids, which
are used by the currently challenged oil and gas extraction
operations), while at the same time, continuing to focus on its
ongoing cost and service improvement efforts in its Energy Services
(ES) and Construction Products Distribution (CPD) divisions. DBRS
recognizes that issues related to these challenges and the
continued exposures to factors beyond the Company's control
(including weather and winter temperature for the ES business and
recovery of North American housing starts for CPD) could
potentially delay Superior Plus's future efforts to reduce its
leverage to the targeted range.

Canexus is manufacturer of sodium chlorate and chloralkali products
(essentially the same products produced by Superior Plus's
Specialty Chemicals division), with three operating facilities in
Canada (with total capacity of 392,000 metric tonnes per year) and
two operating facilities in Brazil. Upon completion of the
acquisition and business integration, Superior Plus expects to
benefit from Canexus' relatively low electricity costs (with
operations in regions where power is sourced mainly from low-cost
hydroelectric generation), improved market position and geographic
coverage in the niche specialty chemical markets, better proximity
to clients, lower transportation costs and expected synergy through
corporate overhead reduction. Superior Plus expects Canexus to be
earnings and cash flow accretive in its first full year following
the acquisition and expects to reduce its unadjusted debt-to-EBITDA
to a level within its internal target of 3.0x to 3.5x within 12
months to 18 months after the closing of the acquisition.

DBRS will review the progress of the acquisition proposal and
financing arrangement as more details become available, while
continuing to review Superior's operating results in its core
businesses and overall financial metrics. Upon the completion of
the acquisition, DBRS could consider downgrading Superior Plus in
the event that weaker-than-expected operating results and/or
higher-than-expected borrowing cause the Company's financial
metrics to be materially weaker than the aforementioned pro forma
level. Alternatively, DBRS could confirm the rating but change the
trend to Negative and monitor the progress in business integration
and leverage reduction in the following 12 months to 18 months.
Smooth integration and substantial progress toward Superior Plus's
leverage target could eventually lead to restoring the ratings'
trend to Stable. DBRS could also confirm the rating in the event
that the acquisition does not materialize as planned.

Notes:
All figures are in Canadian dollars unless otherwise noted.

RATINGS

Superior Plus LP

  Issuer Rating                   BB (high)
  Senior Secured Notes           BB(high)
  Senior Unsecured Debentures     BB(low)


TARGA RESOURCES: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 to Targa Resources Partners
LP's (Targa) proposed series A cumulative redeemable perpetual
preferred units (preferred units). Concurrently, Moody's affirmed
all other ratings of Targa, including the Ba1 Corporate Family
Rating (CFR), the Ba1-PD Probability of Default Rating (PDR), the
Ba2 senior unsecured notes ratings, and the SGL-3 Speculative Grade
Liquidity (SGL) Rating. The rating outlook remains stable.

Net proceeds from the preferred units' issuance will be used to
reduce the borrowings outstanding under the partnership's $1.6
billion senior secured revolving credit facility and for general
corporate purposes.

"The issuance of preferred units enables Targa to term out
borrowings under its revolver and improves financial flexibility to
invest in its major growth projects in 2015-2016," said Arvinder
Saluja, Moody's Vice President and Senior Analyst. "However, the
persistent weakness in the NGL and crude oil markets weighs on
Targa's EBITDA generation and offsets the modest improvement in
near-term credit metrics triggered by the issuance of preferred
units to reduce funded debt."

RATINGS RATIONALE

The proposed preferred units are rated Ba3, two notches below the
Ba1 CFR, reflecting their effective subordination to all of the
company's existing senior unsecured notes and the senior secured
revolving credit facility. The senior unsecured notes are rated
Ba2, one notch below the Ba1 CFR, reflecting their effective
subordination to the senior secured revolving credit facility and
the accounts receivable securitization facility and their priority
claim on all of Targa's assets.

Targa's Ba1 CFR is supported by its scale and baseline EBITDA
generation and its track record of strong execution of growth
projects. In addition, Targa has increased geographic
diversification, improved business diversification through entry
into crude oil gathering, and continues to grow its fee-based
margin contribution (expected to be 70% of operating margin in
2015). These positive attributes are tempered by material exposure
to the gathering and processing business, intensified commodity
price weakness, volume risks, and its historically aggressive
distribution policies. Despite the resiliency witnessed in the
first half of 2015, volumes are likely to decline through 2016
resulting in distribution coverage remaining approximately 1.0x.

Targa's ratings will be considered for an upgrade if we expect the
partnership to sustain leverage near 4x and continue to increase
the proportion of fee-based revenues and EBITDA. The CFR could be
downgraded if Targa's Debt/EBITDA rises over 5.5x because of
insufficient equity funding of growth or acquisitions and/or weaker
than expected earnings. An inability to execute growth capital
projects or failure to access the capital markets could also result
in a downgrade. Furthermore, any material increase in debt at the
Targa Resources Corp. (TRC) level could trigger a downgrade as the
debt at the TRC level must be supported by the cash flow generated
at the Targa level.

Targa Resources Partners LP is a midstream master limited
partnership headquartered in Houston, Texas.



TARGA RESOURCES: S&P Assigns 'B+' Rating on Class A Pref. Units
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating to Targa Resources Partners L.P.'s class A
preferred units.  The rating reflects three notches of
subordination to Targa's 'BB+' corporate credit rating.

S&P expects Targa to use proceeds from the offering to reduce
borrowings under its revolving credit facility and for general
corporate purposes.  The preferred shares issuance does not affect
S&P's BB+/Negative/-- corporate credit rating on the company.  S&P
characterizes the preferred shares as having intermediate equity
content under its hybrid security criteria.  S&P expects adjusted
debt leverage just north of 5x in 2016.

RATINGS LIST

Ratings Affirmed
Targa Resources Partners L.P.
Corp credit rating            BB+/Negative/--
Senior unsecured             BB+
  Recovery rating             4H

Targa Resources Partners Finance Corp.
Senior unsecured             BB+
  Recovery rating             4H

New Rating
Targa Resources Partners L.P.
Class A preferred units       B+



TOWNSQUARE MEDIA: S&P Raises Rating on Sr. Unsec. Notes to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Townsquare Media Inc.'s senior unsecured notes to 'B-' from 'CCC+'
and revised the recovery rating to '5' from '6'.  The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%;
lower half of the range) of principal in the event of a payment
default.

The rating actions follow Townsquare's repayment of $20 million of
senior secured debt that had priority claims on the company's
assets.

S&P's other ratings on Townsquare remain unchanged, including the
'B' corporate credit rating on the company and the 'BB-'
issue-level and '1' recovery ratings on the senior secured credit
facility (which consists of a senior secured revolver and a term
loan).  The '1' recovery rating indicates S&P's expectation for
very high recovery (90%-100%) of principal in the event of a
payment default.

Townsquare's pro forma leverage was 5.6x as of June 30, 2015, which
is in line with the 5x and higher range S&P associate with a
"highly leveraged" financial risk profile.  S&P expects leverage to
remain above 5x over the next year.  S&P views Townsquare's
business risk profile as "weak."  S&P's assessment is based on the
structural pressures terrestrial radio broadcasters are facing as a
result of the digital disruption, the high cyclicality associated
with radio ad revenue, and the company's focus on small to midsized
markets.

Simulated default and valuation assumptions:

   -- Year of default: 2019
   -- EBITDA at emergence: $74 million
   -- Implied enterprise value (EV) multiple: 5.5x
   -- The revolver is 85% drawn in our simulated year of default

Simplified waterfall:

   -- Net EV (after 5% administrative expenses): $387 million
   -- Secured first-lien claims: $342 million
      -- Recovery expectations: 90%-100%
   -- Unsecured claims: $310 million
      -- Recovery expectations: 10%-30% (lower half of range)

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Townsquare Media Inc.
Corporate Credit Rating     B/Stable/--

Upgraded; Recovery Rating Revised
                             To          From
Townsquare Media Inc.
Senior Unsecured            B-          CCC+
  Recovery Rating            5L          6

Ratings Unchanged

Townsquare Media Inc.
Senior Secured
  Revolver                   BB-
   Recovery Rating           1
  Term Loan                  BB-
   Recovery Rating           1



TRACK GROUP: Signs $11.3 Million Monitoring Deal with VA DOC
------------------------------------------------------------
Track Group announced it has signed a contract with the Virginia
Department of Corrections to provide electronic monitoring services
across the full range of sentences under the Department's
oversight.

"This is a significant win for us," said Derek Cassell, Track
Group's president of the Americas.  "This contract with the
Virginia DOC will expand our footprint in the Eastern region of the
US and advances our position as a trusted leader in offender
electronic monitoring solutions."

Under the contract, Track Group will provide solutions based on GPS
and biometric voice verification technology designed to monitor
over 16,000 offenders and defendants.  According to Harold Clarke,
director of the Virginia DOC, "The result will provide increased
safety for the community by improving the management of offenders,
while enhancing rehabilitation outcomes."

The contract term is six years with a minimum two-year period, plus
four one-year options to extend.  The value of the contract is
estimated at $11.3 million.

Additionally, this contract includes a cooperative purchasing
clause that will allow other agencies to procure services without
the need to go through a formal bid process.

                         About Track Group

Track Group (formerly SecureAlert) -- http://www.trackgrp.com/--
is a global provider of customizable tracking solutions that
leverage real-time tracking data, best-practice monitoring, and
analytics capabilities to create complete, end-to-end solutions.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.9 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.9 million for the fiscal year ended Sept. 30,
2012.

As of June 30, 2015, the Company had $55.80 million in total
assets, $38.24 million in total liabilities and $17.55 million in
total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


VYCOR MEDICAL: Fountainhead Has 49.9% Stake as of Sept. 30
----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Fountainhead Capital Management Limited disclosed that
as of Sept. 30, 2015, it beneficially owned 6,447,817 shares of
common stock of Vycor Medical, Inc., which represents 49.9 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/XFeuei

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

As of June 30, 2015, the Company had $2.75 million in total assets,
$791,597 in total liabilities, all current and $1.93 million in
total stockholders' equity.

Vycor reported a net loss of $4.04 million in 2014, a net loss of
$2.44 million in 2013 and a net loss of $2.93 million in 2012.


WARNER MUSIC: Jon Platt Named Warner/Chappell CEO
-------------------------------------------------
Cameron Strang, Warner/Chappell Music's Chairman & CEO, announced a
phased leadership transition plan under which Jon Platt will
succeed Strang as Warner/Chappell's CEO.  As part of this move,
Strang will bring additional focus to his role as Chairman & CEO of
Warner Bros. Records, as well as continuing to serve as a member of
the Warner Music Group Corp. Board of Directors.

Platt's appointment as CEO of Warner/Chappell is effective Nov. 1,
2015.  Strang will remain as Warner/Chappell's Chairman until May
2016, at which point Platt will become Chairman & CEO.  Platt, who
joined Warner/Chappell in 2012, was most recently the Company's
president, North America.  In his new position, Platt will lead the
operations of Warner/Chappell around the world, including its
offices in more than 40 countries.

Platt commented, "Warner/Chappell is an iconic music company with
an incomparable roster of extraordinary songwriters, and I am
thrilled to be leading us into our next exciting chapter.  Our
mission is to develop, grow, reward and sustain a prosperous and
healthy creative community -- the community of songwriters who make
it possible for music to have such a special place in all of our
lives.  My vision for Warner/Chappell is one of peerless commitment
to the songwriter and unmatched advocacy for the value of music.  I
see us leading the industry in our service not only to our
songwriters, but also to the partners and fans that help make their
livelihoods possible."

He added, "I am honored that Cameron recommended me to succeed him.
He has set an extremely high bar, leading a remarkable
transformation at Warner/Chappell.  I will be forever grateful for
his friendship, partnership and mentorship.  I am looking forward
to building on our achievements and making our company the finest
home for songwriters everywhere."

Strang said, "I'm proud of all we've achieved in growing
Warner/Chappell over the last five years, by providing impeccable
service to songwriters, embracing new technology, fostering an
entrepreneurial culture and demonstrating industry leadership.  As
a result, we've reinvigorated every facet of the company and made
it the place that songwriters want to call home.  Ever since Jon
came on board in 2012, he has played a pivotal role in our success
story, making enormous contributions to the company's rapid
development.  Warner/Chappell is now ready for the next phase of
its ongoing evolution, and Jon is exactly the right executive for
the job.  He is a force of nature: a brilliant creative
collaborator; a principled leader; and an inspiring mentor. He will
be a terrific CEO, as he brings his dynamism and expertise to our
songwriters, teams and business around the world."

He added, "This succession not only marks a new phase for
Warner/Chappell, but will enable us to further expand our horizons
at Warner Bros. Records.  Our iconic label has an amazing roster of
emerging and established artists, along with a dedicated,
world-class team focused on creative excellence and sustained
growth.  Together, we're going to make Warner Bros. Records the No.
1 home for breaking artists and legendary superstars in the
streaming age."

Warner Music Group CEO, Steve Cooper, said, "Jon has a deep
understanding of the creative process, an outstanding devotion to
songs and songwriters, and an innate ability to nurture the next
generation of talented publishing executives.  His combination of
artistic sensibility and commercial savvy is very rare, and is
clearly why so many of the world's greatest songwriters want him as
their partner and champion.  I'm excited by all he will accomplish
in enhancing Warner/Chappell's position as the best home for the
best songwriters."

He added, "Cameron is a hugely gifted executive who has built
Warner/Chappell into the best music publisher in the world on every
front, including A&R, digital business development, sync licensing
and global expansion.  Hiring Jon was an inspired move, and now, by
giving Jon the reins, Cameron has made the perfect choice of a
successor.  With a smooth transition underway at Warner/Chappell,
Cameron will lead our plan to build on WBR's existing success,
turbocharge its long-term growth and deepen our commitment to A&R
and artist development."

Platt joined Warner/Chappell in September 2012 as president,
Creative -- North America and was upped to president, North America
in December 2013.  During his tenure, he has overseen the
strengthening of Warner/Chappell's A&R activities in North America,
while expanding opportunities for the company's diverse roster of
songwriters.  Over the past several years, Warner/Chappell has
attracted a wide range of new and established talent and
repertoire, including JAY Z, Beyonce, Roc Nation's publishing
roster, Pharrell Williams' pre-2010 repertoire, Taio Cruz, Aloe
Blacc, Sean Douglas, Justin Tranter, Belly, Mano, Julia Michaels,
Vance Joy, Steve Kipner, Nico & Vinz, Echosmith, Slash, Dave
Mustaine, Mike WiLL Made It, Lady Antebellum, Liz Rose, Lee Miller
and many others, while continuing to build its relationships with
songwriters such as Katy Perry, The-Dream, Kendrick Lamar, Michael
Buble, Led Zeppelin, Barry Gibb and George Michael.

Among his notable achievements, Platt received the SESAC "Visionary
Award" this past May, was listed on the 2015 Billboard Power 100
list, and was lauded as BRE Magazine's "Man of the Year."  In 2014,
Warner/Chappell was named ASCAP Publisher of the Year at its Pop,
Rhythm/Soul, Country and Latin Music Awards events. Warner/Chappell
writers contributed to four of Billboard's top five U.S. albums of
2014, and at the 2015 Grammy Awards, six out of the nine Best Song
categories were won by Warner/Chappell writers.

Before joining Warner/Chappell, Platt spent 17 years at EMI, where
artists/songwriters he signed at the outset of their careers
included JAY Z, Kanye West, Usher, Drake, Ludacris, Mary Mary,
Young Jeezy, Fabolous and Snoop Dogg.  He also signed Beyonce and
negotiated deals for Pharrell Williams and Sean "Puffy" Combs.
Under his creative leadership, EMI was named Billboard's Publisher
of the Year 12 times and claimed the ASCAP Rhythm & Soul Award for
Publisher of the Year 17 years running.

Platt has also served as vice chairman of the Board of Directors
for the MusiCares Foundation, and sits on the Board of the Living
Legends Foundation.  He was the first music publisher to be
featured in Source magazine's annual Power 30 issue, and was named
2011 Music Visionary of the Year by the UJA-Federation of New York.
He has also consulted for EMI Records, LaFace Records, Island
Records and Atlantic Records.  He began his career in the music
business as a DJ in his native Denver, before moving to Los Angeles
to manage producers.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

As of June 30, 2015, the Company had $5.6 billion in total assets,
$5.3 billion in total liabilities and $273 million in total
equity.

                           *    *     *

As reported by the TCR on March 28, 2014, Standard & Poor's
Ratings Services affirmed its 'B+' corporate credit rating on
recorded music and music publishing company Warner Music Group
Corp. (WMG).  S&P's rating and negative outlook reflect continued
uncertainty surrounding industry wide revenue and profitability
trends affecting WMG over the intermediate term, despite recent
signs of stabilization in the industry.


WRIGHTWOOD GUEST: Three-Member Creditors' Committee Formed
----------------------------------------------------------
The U.S. Trustee for Region 16 appointed three creditors of
Wrightwood Guest Ranch LLC to serve on an official committee of
unsecured creditors.

     (1) Larry Rundle
         c/o Reid & Hellyer, APC
         Attn: Douglas Plazak
         3880 Lemon St.
         Riverside, CA 92502-1300

     (2) Larry Halonen
         26432 El Mar Drive
         Mission Viejo, CA 92691

     (3) Branaman & Thibodeau
         PO Box 489
         Wrightwood, CA 92397
         Phone: (760) 249-3724
         Fax: (760) 249-5754
         Email: plthib@gmail.com

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

Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an
involuntary petition against Wrightwood Guest Ranch LLC (Bankr.
C.D. Calif., Case No. 15-17799) on Aug. 5, 2015.  The case is
assigned to Judge Scott C. Clarkson.  The Petitioners' counsel is
Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside,
California.

The Bankruptcy Court later granted Wrightwood Guest Ranch's request
for relief under Chapter 11 and vacated the Involuntary Petition
filed against the Debtor.


XINERGY LTD: Court Approves IPFS Premium Finance Agreement
----------------------------------------------------------
Xinergy Ltd. and its affiliated debtors sought and obtained from
Judge Paul M. Black of the U.S. Bankruptcy Court for the Western
District of Virginia, Roanoke Division, approval to enter into a
Premium Finance Agreement with IPFS Corporation.

The Debtors relate that the Court's May 8, 2015 Final Insurance
Order authorized them to maintain their Insurance Programs, renew
or obtain new insurance policies and execute other agreements in
connection with their Insurance Programs, and pay any amounts
arising under the Insurance Program or the financing thereof.  The
Debtors further relate that IPFS, an insurance premium financing
company, has agreed to finance annual insurance premiums for the
Debtors' insurance policies.

The principal terms of the Premium Finance Agreement are as
follows:

     (a) Annual Premium.  The total annual premium for the Policies
is $309,459, which will be partially financed through IPFS.

     (b) Cash Down Payment.  The Agreement requires a cash down
payment of $92,859.

     (c) Interest Rate.  The principal amount loaned to the Debtors
under the Agreement will bear interest at an annual rate of 5.450%.
Interest is payable monthly as part of the installment payments
set forth in the Agreement.

     (d) Security.  The Debtors' payment obligations to IPFS under
the Agreement will be secured by a first priority lien on all
right, title and interest in the Policies, including, to the extent
permitted by applicable law, (i) all money that is or may become
due under the Agreement because of a loss under the Policies that
reduces unearned premiums; (ii) any return of premiums or unearned
premiums under the Policies; and (iii) any dividends that may
become due the Debtors in connection with the Policies.
     (e) Repayment.  The amount funded by the Agreement shall be
repaid in eight monthly installments of $27,631 each payable on the
first day of every month.  The Debtors have the right to prepay the
entire outstanding balance in full, and will be entitled to a
refund for the unearned finance charge computed by the method
required under applicable law.

The Debtors contend that their decision to enter into the Agreement
is an exercise of sound and reasonable business judgment and is in
the best interest of the estate.  They assert that if they do not
enter into the Agreement or pay the full premiums out of available
cash, the Policies will lapse, causing the Debtors to lose their
excess insurance coverage.  The Debtors relate that the Agreement
enables them to maintain their excess insurance coverage on their
properties, which constitute the primary assets of the bankruptcy
estates, without having to defer payments that the Debtors believe
should be deferred to assist with the cash flow of the businesses.

Xinergy Ltd. and its affiliated debtors are represented by:

          Tyler P. Brown, Esq.
          Henry P. (Toby) Long, III, Esq.
          Justin F. Paget, Esq.
          HUNTON & WILLIAMS LLP
          Riverfront Plaza, East Tower
          951 East Byrd Street
          Richmond, Virginia 23219
          Telephone: (804)788-8200
          Facsimile: (804)788-8218
          E-mail: tpbrown@hunton.com
                  hlong@hunton.com
                  jpaget@hunton.com

The United States Trustee is represented by:

          Margaret K. Garber, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          210 First Street, SW, Suite 505
          Roanoke, VA 24011
          Telephone: (540)857-2806
          Facsimile: (540)857-2844
          Email: margaret.k.garber@usdoj.gov

                       About Xinergy, Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black.  The cases are
being jointly administered for procedural purposes.

Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.

The U.S. Trustee appointed a two member official committee of
unsecured creditors.  The Committee tapped to retain McGuireWoods
LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its
local counsel.



XINERGY LTD: Court Authorizes $9 Million Incremental Financing
--------------------------------------------------------------
Xinergy Ltd. and its affiliated debtors sought and obtained from
Judge Paul M. Black of the U.S. Bankruptcy Court for the Western
District of Virginia a supplemental order authorizing them to
obtain up to an aggregate principal amount of $9,000,000 in
incremental postpetition financing under the Debtor-In-Possession
Credit Agreement ("Incremental DIP Financing"), and to amend the
DIP Credit Agreement to permit the incurrence of the Incremental
DIP Financing, among others.

Xinergy Corp., as borrower, and the other Debtors, as guarantors,
entered into a Superpriority Secured Debtor-in-Possession Credit
Agreement ("DIP Credit Agreement") with WBOX 2014-4 Ltd.,
Highbridge International LLC, Highbridge Tactical Credit &
Convertibles Master Fund, L.P., as lenders along with certain other
persons party thereto from time to time ("DIP Lenders"), and WBOX
2014-4 Ltd., as DIP Agent.  Pursuant to the DIP Credit Agreement,
the Debtors borrowed from the Lenders the principal amount of
$40,000,000 ("DIP Facility").  The DIP Facility was secured by
first-priority security interests in and liens on all of the
Debtors’ assets.

The DIP Facility has provided the Debtors with working capital to
continue to operate their business postpetition and to pay the fees
and expenses associated with their Chapter 11 Cases.  In addition,
the DIP Credit Agreement contains an "accordion" feature that
permits the Debtors to draw up to an additional $10,000,000 under
the DIP Facility ("Incremental Term Loan Commitments") upon the
satisfaction or waiver of certain conditions.  

The Debtors tell the Court that they have determined that
additional funding is needed to continue to operate their
businesses and pursue their goal of successful restructuring.  The
Debtors further tell the Court that they also have determined, in
consultation with their professional advisors, that certain
provisions of the DIP Credit Agreement and Modified Final DIP Order
should be amended, including the Chapter 11 milestones set forth in
section 6.25 of the DIP Credit Agreement.

The Debtors relate that they seek to utilize the "accordion"
feature of the DIP Facility by borrowing an additional $9 million,
of which $5 million will be borrowed on an interim basis.  The
Debtors note that as a result, the maximum principal amount of the
DIP Facility will be increased to $49 million.  They further relate
that two million of the Incremental Term Loan Commitments shall be
specifically earmarked for certain capital expenditures to support
the operation of the Debtors’ business.

The chapter 11 milestones in section 6.25 of the DIP Credit
Agreement will be amended as follows:

     (a) By no later than Sept. 11, 2015, the Debtors shall file a
proposed Acceptable Reorganization Plan and a motion seeking
approval of a disclosure statement for such Acceptable
Reorganization Plan and solicitation procedures contemplating
completion of a confirmation hearing which disclosure statement and
solicitation procedures must otherwise be in form and substance
reasonably acceptable to the DIP Agent and Majority Lenders;

     (b) By no later than Oct. 16, 2015, the Bankruptcy Court shall
have entered an order approving a disclosure statement for an
Acceptable Reorganization Plan and solicitation procedures
contemplating completion of a confirmation hearing, which
disclosure statement and solicitation procedures must otherwise be
in form and substance reasonably acceptable to the DIP Agent and
Majority Lenders, and the Bankruptcy Court’s approval of such
disclosure statement and solicitation procedures shall not have
been amended, modified or supplemented (or any portions thereof
reversed, stayed or vacated) other than as agreed in writing by
Majority Lenders;

     (c) By no later than Dec. 1, 2015, the Bankruptcy Court will
have entered an order confirming an Acceptable Reorganization Plan,
which order will be in form and substance acceptable to DIP Agent
and Majority Lenders in their sole discretion and shall not have
been amended, modified or supplemented (or any portions thereof
reversed, stayed or vacated) other than as agreed in writing by DIP
Agent and Majority Lenders; and

     (d) By no later than Dec. 7, 2015, the effective date of an
Acceptable Reorganization Plan shall have occurred, and the order
confirming the Acceptable Reorganization Plan shall not have been
amended, modified or supplemented (or any portions thereof
reversed, stayed or vacated) other than as agreed in writing by DIP
Agent and Majority Lenders.

Xinergy Ltd. and its affiliated debtors are represented by:

          Tyler P. Brown, Esq.
          Henry P. (Toby) Long, III, Esq.
          Justin F. Paget, Esq.
          HUNTON & WILLIAMS LLP
          Riverfront Plaza, East Tower
          951 East Byrd Street
          Richmond, Virginia 23219
          Telephone: (804)788-8200
          Facsimile: (804)788-8218
          E-mail: tpbrown@hunton.com
                  hlong@hunton.com
                  jpaget@hunton.com

Mr. Jon Nix is represented by:

          Robert S. Westermann, Esq.
          Rachel A. Greenleaf, Esq.
          HIRSCHLER FLEISCHER, P.C.
          The Edgeworth Building
          2100 East Cary Street
          Post Office Box 500
          Richmond, Virginia 23218-0500
          Telephone: (804)771-9500
          Facsimile: (804)644-0957
          E-mail: rwestermann@hf-law.com
                  rgreenleaf@hf-law.com

                  - and -

          Thomas R. Califano, Esq.
          Daniel G. Egan, Esq.
          DLA PIPER LLP (US)
          1251 Avenue of the Americas
          New York, NY 10020-1104
          Telephone: (212)335-4500
          Facsimile: (212)335-4501
          E-mail: Thomas.Califano@dlapiper.com
                  Daniel.Egan@dlapiper.com

                        About Xinergy, Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black.  The cases
are
being jointly administered for procedural purposes.

Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.

The U.S. Trustee appointed a two member official committee of
unsecured creditors.  The Committee tapped to retain McGuireWoods
LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its
local counsel.



[*] Bankr. Lawyer Sues Square Inc. for Discriminatory Practices
---------------------------------------------------------------
Jacob Batchelor at Bankruptcy Law360 reported that a bankruptcy
attorney launched a putative class action in California federal
court on Oct. 1, 2015, against financial service and mobile payment
company Square Inc. for allegedly discriminating against bankruptcy
attorneys and other business on its so-called Bad List of
prohibited users.

Robert White, a bankruptcy attorney from California, alleges he
discovered through a separate legal proceeding that Square's terms
and conditions prohibits a number of businesses, including
bankruptcy lawyers and debt collection services, from using its
service.


[*] Dorsey's Annette Jarvis Named to TMA Executive Board Committee
------------------------------------------------------------------
International law firm Dorsey & Whitney LLP on Oct. 8 disclosed
that Annette Jarvis, a partner in the Firm's Bankruptcy and
Financial Restructuring Group and a member of the Firm's Management
Committee, has been named to the Executive Committee of the Board
of Turnaround Management Association, as Vice President of
Communications.

TMA is an organization dedicated to turnaround management,
corporate restructuring, and distressed investing.  Established in
1988, TMA has more than 9,300 members in 49 chapters worldwide,
including 31 in North America.  Members include turnaround
practitioners, attorneys, accountants, investors, lenders, venture
capitalists, appraisers, liquidators, executive recruiters, and
consultants, as well as academic, government, and judicial
employees.

Ms. Jarvis assists banks and other financial institutions, debtors,
trustees, examiners, creditors' committees, creditors, indenture
trustees, equity holders, public bond holders and purchasers of
assets in Chapter 11 bankruptcy cases and out-of-court workouts.
She also represents receivers in state and federal receivership
cases, and has been involved in state insurance rehabilitations and
liquidations.

"Annette is a skillful communicator who uses her natural talent
with people, words, and organizations daily to benefit our clients
and the Firm," said Dorsey & Whitney Managing Partner Ken Cutler.
"Serving on TMA's Executive Committee will allow her to combine
that aptitude with her extensive knowledge of bankruptcy law and
genuinely impact TMA's worldwide membership."

                  About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With locations across the United States and in Canada,
Europe and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs. Dorsey
represents a number of the world's most successful companies from a
wide range of industries, including leaders in the banking, energy,
food and agribusiness, health care, mining and natural resources,
and public-private project development sectors, as well as major
non-profit and government entities.



[*] Energy Credit Lines Face 35% to 40% Cuts, Turnaround Atty Says
------------------------------------------------------------------
Laura J. Keller, writing for Bloomberg News, reported that banks
that lend money to energy companies are likely to slash credit
lines as much as 40 percent when they reassess how much will be
available to struggling North American producers this month,
according to a lawyer who specializes in petroleum-industry
turnarounds.

"Based on the numbers that we've seen, we anticipate borrowing
bases will decline between 35 and 40 percent," Michael Cuda, Esq.
-- michael.cuda@squirepb.com -- a partner at Squire Patton Boggs US
LLP, told restructuring professionals at a conference in
Scottsdale, Arizona, the Bloomberg report related.  "The companies
that are actually utilizing their borrowing base are going to be
impacted substantially," Bloomberg cited Mr. Cuda as saying.

The oil producers whose credit lines are most severely sliced would
not only lose access to future borrowings, they also would be
"kicked into a repayment provision" forcing them to "repay part of
the borrowing base," the report further cited Mr. Cuda as saying.
Companies that don't use borrowing bases won't be affected, he told
investors and turnaround specialists at the Turnaround Management
Association's annual conference, the report further related.


[^] BOOK REVIEW: EPIDEMIC OF CARE
---------------------------------
Author:     George C. Halvorson
            George J. Isham, M.D.
Publisher:  Jossey-Bass; 1st edition
Hardcover:  271 pages
List Price: $28.20

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/0787968889/internetbankrupt

Halvorson and Isham worked together as leaders of the Minneapolis
health-care organization HealthPartners; Halvorson as chairman and
CEO, and Isham as medical director and chief health officer. From
their positions as leaders in the health-care field, they have
gained a broad, thorough understanding of the structure, workings,
and the problems of America's health-care system. Their "Epidemic
of Care" written in a readable, lucid, jargon-free style is a
timely work for anyone interested in the pressing matter of
satisfactory health care in America. This includes government
workers, politicians, executives of HMOs and hospitals, and
critics of health care, to individuals making choices about their
own health care. It is a notable work both practical and visionary
that one hopes legislators and heads of HMOs will take in. For
Halvorson and Isham make their way through the daunting
complexities of today's health-care system to put their finger on
its core problems and offer practicable solutions to these.
     
The two main problematic issues of contemporary health care are
health-care costs and quality of care. These two authors offer
solutions taking into consideration both of these. They put forth
balanced proposals instead of the many one-sided ones which stress
cutting costs at the expense of care or favor care regardless of
costs, costs usually born by government from tax revenues. In the
authors' comprehensive, balanced proposals, corporations and
businesses of all sizes, government agencies, health-care
organizations of all types, state and local governments and health
organizations, and also individuals work together cooperatively
for the goal of affordable, effective, and widespread up-to-date
health care.
     
Before outlining their program for dealing with the problems in
health care, which are only growing worse in the present system,
the authors relate information on different parts of today's
system most readers would not be aware of. Then they analyze it to
focus in on what is causing the problems in the particular area of
health care. In some cases, misconceptions held among the public
are cleared up, paving the way toward agreement on what are the
real problems and coming up with acceptable solutions for them.
The percentage of the cost of HMO membership and insurance
premiums going for administration is one such misconception.
"People guess, in fact, that HMO and insurance administration
costs are about 30 to 40 percent of premiums and that insurer
profits add another 10 to 20 percent of the total cost." This
means that anywhere from about 40 percent to 60 percent of
payments for HMOs or insurance doesn't go for health care. The
authors clear up this misconception giving rise to much confusion
in trying to deal with the serious problems facing the health-care
field, as well as a good deal of resentment against HMOs and
insurance companies, by citing that "health plan administrative
costs, including profits and marketing, average from 5 to 30
percent of total premium, depending on the plan." This leads to
the conclusion that it is not a sudden rise in administrative
costs or the greed of health-care providers that is mainly
responsible for driving up the costs of health care and will
continue to do so for the foreseeable future without effective
change in the field. Rising costs of health care from new
technologies, consumer expectations and demands, and also misuse
of drugs and treatments making patients worse or prolonging their
medical problems are the main reason for the rising costs. The
frequent misuse of modern-day medicines and treatments cited by
the authors is an issue that is starting to receive attention in
the media.
   
The price of prescription drugs is one health-care issue already
receiving much attention that the authors address. In this
discussion, they note that because of committees of physicians and
pharmacologists set up by HMOs to identify which drugs were most
effective for specific medical problems and set standards for
prescribing these according to HMO policies, "all Americans
benefited from the new focus on drugs that actually work." Before
these committees, eighty-four percent of drugs developed by the
pharmaceutical companies were what were know as "class C" drugs
that were little better than placebos. As the authors note, in
those days not so long ago, drugs were being developed and
marketed more to generate sales than remedy medical conditions.
The high cost Americans pay for prescription compared to buyers in
other countries is another matter the two authors take up. In
this, they take the position of American buyers of prescription
drugs by making the point that they should not be singled out to
bear the disproportionate share of the research and marketing
costs going into the drug prices since numbers of persons in
countries around the world gain health benefits from the drugs.
The wasteful similarities between some prescription drugs, the
misuse of some, and growing concerns over costs and use of the
drugs with persons under sixty-five are other topics dealt with in
the discussion and analysis of the issue of prescription drugs.
     
Halvorson and Isham's fair-minded overview and critique of today's
heath-care field should be read by anyone with an interest in and
concern about this field central to the quality of life of
Americans and the economy. While they recognize that the field's
dysfunctions have such deep roots and thorny complexities that
"there is no single villain responsible for our troubles and no
silver bullet to cure them," undoubtedly some and likely a number
of the two authors' approaches to resolving particular troubles or
even their solutions to certain problems will be adopted. There is
just no way out of the current health-care crisis other than the
clear-sighted, comprehensive, cooperative way Halvorson and Isham
present.

George Halvorson is currently chairman and CEO of Kaiser
Permanente, one of the U. S.'s largest health-care organizations.
Isham continues as medical director and chief health officer of
HealthPartners.


                            *********

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

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

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

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

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

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

                            *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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                   *** End of Transmission ***