TCR_Public/151021.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, October 21, 2015, Vol. 19, No. 294

                            Headlines

A&B VALVE: Files for Chapter 11 to Sell All Assets
A&B VALVE: Seeks Access to DIP Loans & Cash Collateral
A&B VALVE: Seeks OK for Grant Thornton's Ryan Maupin as Interim CEO
ABIGALE LEE MILLER: Charged With Hiding Income During Ch. 11
ACCIPITER COMMUNICATIONS: 7th Stipulated Cash Use Order Signed

AFY INC: Suit Over Sale of Stocks Remanded to State Court
ALLIED NEVADA: Asks Judge to Extend Deadline to Remove Suits
ALLIED NEVADA: Gets Court Approval for Bridge Capital Agreement
ALLONHILL LLC: Court Approves UpShot as Administrative Agent
ALPHA MEDIA: Moody's Assigns B2 CFR, Outlook Stable

ALY ENERGY: Enters Into Credit Agreement Amendment After Default
AMERICAN APPAREL: Disclosure Statement Hearing Set for Nov. 19
AMERICAN ENERGY: Moody's Assigns B2 Rating on $560MM Sr. Notes
AMERICAN ENERGY: S&P Affirms 'CCC+' CCR, Outlook Negative
AMERICAN RAILCAR: S&P Affirms 'BB-' CCR, Outlook Stable

API HEAT: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable
ARCE RIVERSIDE: Bankr. Court Issues $1.3MM Judgment vs. Penn
ATLANTIC & PACIFIC: Wants Stay Extended to Personal Injury Suits
ATWOOD OCEANICS: Moody's Lowers CFR to Ba3, Outlook Negative
BERNARD L. MADOFF: Trustee Goes to Trial in $1.1M Clawback Suit

BETHEL POINT: Case Summary & 16 Largest Unsecured Creditors
BLACK ELK: Creditors' Panel Hires Okin Adams as Counsel
BLACK ELK: Hires Slattery Marino as Special Counsel
BR ENTERPRISES: Sale of Calif Property Subject to Curto Claim
BRIDGEVIEW AEROSOL: Committee's Suit vs. Owners Partially Junked

BUNKERS INTERNATIONAL: ARC Seeks Protection for Fuel Products
BURCAM CAPITAL: Suit Against USBank Partially Dismissed
BURCAM CAPITAL: Suit vs. BofA, CWCapital Partially Dismissed
BUTLER LOGGING: Ch. 7 Trustee's Suit vs. Hall Oil Dismissed
CAL DIVE: Has Until Dec. 31, 2015 to File Plan

CALIFORNIA COMMUNITY: Amended DIP Financing Order Entered
CANOLLI FREIGHT: Case Summary & 12 Largest Unsecured Creditors
CASIANO COMMUNICATIONS: Encanto's Bid to Alter DS Order Denied
CASIANO COMMUNICATIONS: Lender Ordered to File Interest Estimate
CHINO HILLS CAR WASH: Case Summary & 20 Top Unsecured Creditors

CLUB ONE CASINO: Has Interim OK to Use $1.5MM Cash Collateral
CLUB ONE CASINO: Section 341 Meeting Set for November 18
COMMERCIAL BARGE: Moody's Affirms B2 CFR & Rates $1.1BB Loan B2
CORNERSTONE HOMES: Court OKs Andrew Kachaylo as Trustee's Realtor
CORNHUSKER RBM: Libertyville Fails in Bid to Dismiss Clawback Suit

DELTA MECHANICAL: Voluntary Chapter 11 Case Summary
DEWEY & LEBOEUF: Mistrial Looms as Jury Fights Deadlock
DEX MEDIA: Moody's Lowers CFR to Caa3 on Missed Interest Payment
DIAMOND INSULATION: Case Summary & 20 Largest Unsecured Creditors
ENERGY FUTURE: Sues to Force Sale of Oncor Minority Stake

ERG INTERMEDIATE: Final DIP Financing Order Entered
ERG INTERMEDIATE: Nabors, Other Parties Object to Plan Approval
ERG INTERMEDIATE: Oct. 26 Hearing on Amended Plan Set
ERG INTERMEDIATE: Prepetition Agent Now Co-Proponent to Plan
FIRST DATA: Moody's Raises CFR to B2, Outlook Positive

GOLD RIVER: Chapter 11 Plan Conditionally Confirmed
GREAT ATLANTIC: Brixmor Offers $4.66-Mil. for NY Store Leases
GREAT ATLANTIC: TAWA Inc. Wins Auction for NJ Store Leases
GROVE ESTATES: Susquehanna Seeks Compliance With Settlement
GT ADVANCED: Court Rejects Employee Incentive Plan, Retention Plan

GULFCOAST SPECIALTY: Case Summary & 10 Top Unsecured Creditors
IAC/INTERACTIVECORP: Moody's Lowers CFR to Ba2, Outlook Stable
LEE STEEL: Liquidating Plan Headed for Nov. 24 Confirmation
LEHMAN BROTHERS: Seeks Billions in Allegedly Lost Swap Payments
LIBERTY STATE: Suit vs. Santander Bank Remains in Delaware

LIFE PARTNERS: Settlement Money Not Property of Estate
MAGNETATION LLC: Plan Filing Exclusivity Extended to February
MATCH GROUP: S&P Assigns 'BB' CCR & Rates $800MM Loan 'BB+'
MEDIMPACT HOLDINGS: S&P Raises Rating on 1st Lien Debt to 'BB-'
MERITAGE HOMES: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR

MF GLOBAL: Investors Get Class Certication in Collapse Case
MICROSEMI CORP: Moody's Puts Ba2 CFR on Review for Downgrade
MICROSEMI CORP: S&P Puts 'BB' CCR on CreditWatch Negative
MILLENNIUM HEALTH: S&P Lowers CCR to 'CC', on CreditWatch Neg
MOLYCORP INC: Creditors Ask Court for Help in Oaktree Probe

NEWZOOM INC: Targeting November Approval of Debt-for-Equity Plan
NEWZOOM INC: U.S. Trustee Objects to Disclosure Statement
NILHAN HOSPITALITY: Hires Garhwal Chan as Accountants
OLIN CORP: Moody's Affirms Ba1 CFR, Outlook Stable
ORACLE MINING: Enters Into Forbearance Agreement with Vincere

OW BUNKER: Liquidation Plan to Set Up Trusts to Liquidate Assets
PANTHER TRAILS: S&P Raises Rating on 2005 Revenue Bonds From 'BB'
PATRIOT COAL: Court Approves Blackacre as Panel's Coal Consultant
PATRIOT COAL: Retirees Can Hire Schnader Harrison as Local Counsel
PATRIOT COAL: Taps Jackson Kelly as Special Counsel

PUERTO RICO ELECTRIC: Forbearance Agreement Extended to Oct. 22
QUIKSILVER INC: Court Sets Claims Filing Deadline
QUIKSILVER INC: Must File Schedules and Statement by Oct. 24
QUIRKY INC: Trustee Says Employee Bonus Plans Aren't Justified
ROBERT MURPHY: Obama Administration Hits Back at Student Debtors

SAN JOAQUIN HILLS: Fitch Affirms 'BB+' $294MM Junior Bonds Rating
SK HOLDCO: S&P Retains 'B+' Rating on Revolver After Draw Add-On
SL GREEN REALTY: Fitch Affirms 'BB' Perpetual Preferred Stock Ratin
SOUTHERN GRAPHICS: S&P Revises Outlook to Stable & Affirms 'B' CCR
STALLION OILFIELD: Moody's Lowers CFR to Caa1, Outlook Negative

STATION CASINOS: Files $100M IPO Eyeing Public Market Return
TRANSOCEAN INC: Moody's Lowers CFR to Ba2, Outlook Negative
UNITED SUPPORT: Case Summary & 20 Largest Unsecured Creditors
VIVARO CORP: Tellza Settles Litigation Over Preferential Transfers
WASHINGTON HEIGHTS: Nov. 16 Hearing on Plan, Sale Set

WATERWORKS INC: Bank's Bid to Convert to Ch. 7 Denied
WELLINGTON & PULASKI: Involuntary Chapter 11 Case Summary
WET SEAL: Exclusive Solicitation Period Extended to Nov. 30
WEX INC: Moody's Affirms Ba3 CFR & Retains Negative Outlook
WEX INC: S&P Revises Outlook to Negative & Affirms 'BB-' ICR

WINDSTREAM SERVICES: Fitch Keeps 'BB' LT Issuer Default Rating
[*] 9th Circ. Nixes Maligned Atty-Fee Rule for Bankruptcy Stays

                            *********

A&B VALVE: Files for Chapter 11 to Sell All Assets
--------------------------------------------------
A&B Valve and Piping Systems LLC, Kimzey Casing Service, LLC,
Sheffield Holdings, LLC, and Sheffield GP, LLC, sought Chapter 11
bankruptcy protection with the goal of selling substantially all of
their assets as a going concern, pursuant to Section 363 of the
Bankruptcy Code.

The bankruptcy petitions were filed in Louisiana on Oct. 16, 2015
(Bankr. W.D. La. Case Nos. 15-51336 to 15-51339).  Ryan A. Maupin,
the interim CEO, signed the petition.  

The Debtors estimated total assets and total liabilities in the
range of $10 million to $50 million.  The Debtors disclosed that as
of the Petition Date, they have approximately $8.1 million in trade
debt.

Gordon, Arata, McCollam, Duplantis & Eagan, LLC, serves as counsel
to the Debtors.  Grant Thornton, LLP, acts as restructuring advisor
to the Debtors.  

Judge Robert Summerhays is assigned to the case.

PNC Bank, National Association, the Debtors' prepetition lender,
has agreed to the continuance and maintenance of their current
senior secured asset-based revolving credit facility and the
Debtors' use of cash collateral for payment of operating expenses.

A&B, the ultimate parent, is engaged in the business of stocking
and distributing pipes, valves, fittings, flanges, fasteners, and
general oilfield supplies primarily in Louisiana and Texas.  KCS is
engaged in the business of providing casing running services for
oil and gas drilling primarily in Colorado, Pennsylvania and West
Virginia.  Sheffield Holdings, L.P. was formed in 2012 to acquire
real estate in Washington County, Pennsylvania.

The Debtors blamed the bankruptcy filing to a dramatic decline in
oil prices as well as a significant drop in rig counts in key
geographic regions where they conduct business.

"The decline in oil prices and active rigs coupled with the
liquidity that has been taken out of the market with respect to
reserve based loans has forced key customers to cut overhead and
capex budgets, thus negatively impacting the Debtors' revenues,"
Mr. Maupin said.

Prior to the drop in oil prices, the Debtors' consolidated revenues
totaled approximately $93 million in 2013 and 2014, respectively,
court documents show.

"As industry uncertainty prompted customers to change their
ordering patterns and delay projects, the Debtors' inventory levels
rose," Mr. Maupin stated.

According to Mr. Maupin, A&B's largest inventory problem is
directly related to the bankruptcy of ATP Oil & Gas Corporation in
August 2012.  Prior to ATP's bankruptcy filing, A&B supplied
specialized pipe, valves, fittings and other material to ATP's
Octabuoy semi-submersible production platform and A&B carried a
significant inventory to service ATP's needs.  The Octabuoy project
was suspended and ultimately discontinued following ATP's
bankruptcy, rendering this inventory ineligible for the borrowing
base.  A&B currently holds $2.6 million of inventory related to
this project, Mr. Maupin disclosed.  Repeated efforts to sell this
inventory have been unsuccessful, making alternative uses unlikely,
he added.  

PNC issued a default letter to A&B and Kimzey on Oct. 1, 2015,
citing the Material Adverse Effect clause of the Credit Agreement
and noting that information provided by the Company requesting
debtor-in-possession financing for the Company's proposed
bankruptcy cases as a result of current and projected negative cash
flow of the businesses constituted a default.  As a result of PNC's
notice of default, the Company decided initiate the bankruptcy
case.

                        First Day Pleadings

The Debtors are filing certain first day motions with the Court
aimed at preserving the going concern value of their estates and
minimizing the adverse effects of the Chapter 11 filing on their
businesses by facilitating an orderly transition into, and
uninterrupted operations throughout, the Chapter 11 process.  The
Debtors are seeking authority to, among other things, pay employee
obligations, use existing cash management system, prohibit utility
providers from discontinuing services, and pay prepetition taxes.

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

         http://bankrupt.com/misc/3_A&B_Declaration.pdf



A&B VALVE: Seeks Access to DIP Loans & Cash Collateral
------------------------------------------------------
A&B Valve and Piping Systems, L.L.C., Kimzey Casing Service, LLC,
Sheffield GP, LLC and Sheffield Holdings, LP have asked permission
from the Bankruptcy Court to maintain and continue the current
revolving credit facility with PNC Bank, National Association, and
use cash collateral within the confines and workings of the
Revolving Credit Facility to assure continuity of their business
operations.

"Any interruption in the Debtors' business operations would be
devastating and would likely result in their inability to continue
as a going concern and a consequent loss of significant value with
respect to estate assets," says Louis M. Phillips, Esq., at Gordon,
Arata, McCollam, Duplantis & Eagan, LLC, counsel to the Debtors.

The Debtors have consented that all obligations under the Credit
Agreement will become rolled up into a post-petition facility,
which will convert the pre-petition outstanding balances on the
notes issued under the Credit Agreement to become post-petition
loans.

A&B and KCS, as borrowers, are parties to a Revolving Credit, Term
Loan and Security Agreement dated as of Sept. 22, 2010, by and
between A&B and KCS, as borrowers, and PNC as lender.  The Credit
Agreement provides (i) A&B with a senior secured asset-based
revolving credit facility, (ii) KCS with a first senior equipment
term loan facility, and (iii) KCS with a second senior equipment
term loan facility.

Under its terms the Revolving Credit Facility provided revolving
line of credit availability of up to $17.5 million.  The Revolving
Credit Facility matures in 2016, and bears interest at a rate per
annum equal to the sum of the Alternate Base Rate plus the
Applicable Margin.  The First Equipment Term Facility is
represented by a note in the initial aggregate principal amount of
$5 million.  The First Equipment Term Facility matures in 2016 and
is payable in monthly fixed principal installments of $59,524 plus
interest, with a variable interest rate per annum equal to the sum
of the Alternate Base Rate plus the Applicable Margin.  The Second
Equipment Term Facility is represented by a note in the initial
aggregate principal amount of $3 million.

As of the Petition Date, the principal amount outstanding under the
Revolving Credit Facility was approximately $6.5 million, under the
First Equipment Term Facility was approximately $1.25 million and
under the Second Equipment Term Facility was approximately
$965,000.

On Oct. 1, 2015, PNC issued a default letter to A&B and KCS citing
the Material Adverse Effect clause of the Credit Agreement and
noting that information provided by the Company requesting
debtor-in-possession financing for the Company's proposed
bankruptcy
cases as a result of current and projected negative cash flow of
the businesses constituted a default.

Following negotiations, the Company has reached an agreement with
PNC regarding maintenance of the Revolving Credit Facility on
agreed terms and extending it to be effective as a post-petition,
the consideration of the financing to be provided includes, first,
a "creeping roll up" and second, a full "roll up" of the
pre-petition debt owed to PNC into post-petition debt under the
Amended Credit Agreement, upon final approval of the financing and
use of cash collateral.  The effect of the full "roll up" is that
all pre-petition debt to PNC will be converted to post-petition
debt under the Amended Credit Agreement, as though all amounts due
as of the petition date had been lent post-petition.  The Company
points out this feature, as the effect will be to convert some $8
million in pre-petition debt to a like amount of post-petition debt
as part of the consideration of granting a post-petition revolving
operating loan with availability of approximately $1.5 million.

PNC will maintain all Pre-Petition Lender Liens and the Company
will grant PNC replacement liens and maintenance of and lien rights
on post-petition generated property that would otherwise be defined
as Pre-Petition Collateral under the Revolving Credit Facility.

"Without such funds, the Company will not be able to pay costs and
expenses, including, but not limited to, wages, salaries, rent,
professional fees, and general and administrative operating
expenses that arise in the administration of these Case and in the
ordinary course of the Company's businesses," Mr. Phillips tells
the Court.

As a condition to the Debtors' access to and use of cash collateral
and obtaining the financing, the Company and PNC have agreed to
comply with the following milestones:

   (i) within five days after the Petition Date or such later date

       on which PNC, as DIP Agent, consents in writing in its sole
       discretion, the Debtors shall file a motion with the
       Bankruptcy Court requesting entry of an order approving the
       bidding procedures and auction process to be employed for
       the 363 Sale and providing for the DIP Agent's and PNC's
       right to "credit bid" for all or any portion of the assets;


  (ii) on or before the date that is 30 days after the Petition
       Date, or such later date to which the DIP Agent consents in

       writing in its sole discretion, the Bankruptcy Court shall
       have entered the Sale Procedures Order;

(iii) on or before Dec. 9, 2015, or such later date to which the
       DIP Agent consents in writing in its sole discretion, the
       Debtors shall have held an auction in connection with the
       363 Sale and in accordance with the provisions set forth in

       the Sale Procedures Order;

  (iv) on or before Dec. 16, 2015, or such later date to which the
       DIP Agent consents in writing in its sole discretion, the
       Bankruptcy Court shall have entered the order in form and
       substance satisfactory to the DIP Agent that, among other
       things, approves the 363 Sale; and

   (v) on or before Dec. 18, 2015, the 363 Sale shall have
       closed, with the proceeds of the 363 Sale paid directly to
       the DIP Agent to be applied to the obligations under the
       Revolving Credit Facility, and as applicable, the First and

       Second Equipment Term Loan Facilities.

The Debtors believe that the Milestones will expedite a sale
process that is necessary, limit any loss of collateral value, and
allow the Company to continue operating as a going concern for the
benefit of these estates and all interested parties through the
sale process.

                          About A&B Valve

A&B Valve and Piping Systems LLC is engaged in the business of
stocking and distributing pipes, valves, fittings, flanges,
fasteners, and general oilfield supplies primarily in Louisiana and
Texas.  Kimzey Casing Service, LLC, is engaged in the business of
providing casing running services for oil and gas drilling
primarily in Colorado, Pennsylvania and West Virginia.  Sheffield
Holdings, L.P., was formed in 2012 to acquire real estate in
Washington County, Pennsylvania.

A&B Valve, KCS, Sheffield Holdings and Sheffield GP, LLC sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
15-51336 to 15-51339) on Oct. 16, 2015.  Ryan A. Maupin, the
interim CEO, signed the petitions.

Judge Robert Summerhays is assigned to the cases.

The Debtors estimated total assets and total liabilities in the
range of $10 million to $50 million.  The Debtors disclosed that as
of the Petition Date, they have approximately $8.1 million in trade
debt.

Gordon, Arata, McCollam, Duplantis & Eagan, LLC, serves as counsel
to the Debtors.  Grant Thornton, LLP, acts as restructuring advisor
to the Debtors.



A&B VALVE: Seeks OK for Grant Thornton's Ryan Maupin as Interim CEO
-------------------------------------------------------------------
A&B Valve and Piping Systems, L.L.C., Kimzey Casing Service, LLC,
Sheffield GP, LLC and Sheffield Holdings, LP seek permission from
the Bankruptcy Court to designate Ryan A. Maupin as their interim
chief executive officer and retain the firm of Grant Thornton, LLP,
nunc pro tunc to the Petition Date, to provide restructuring,
management, and financial advisory services.  Mr. Maupin is a
director of Grant Thornton.

"Given the size and scope of the Debtors' operations, the Debtors
decided to retain a crisis management and restructuring consulting
firm to assist with its restructuring process.  Grant Thornton is a
national consulting firm that specializes in corporate
restructurings, operations improvement, litigation analytics,
valuations and bankruptcy case management services," according to
Louis M. Phillips, Esq., at Gordon, Arata, McCollam,

Duplantis & Eagan, LLC, counsel to the Debtors.

Mr. Maupin was retained as interim CEO of the Debtors and Grant
Thornton was retained to support the interim CEO on Sept. 3, 2015.

Mr. Maupin, along with other personnel from Grant Thornton, will:

   * Lead communication and/or negotiation with outside
     constituents including but not limited to lenders, banks,
     vendors and their respective advisors.

   * Review and assess financial information that has been, and
     that will be, provided by the Debtors to its creditors,
     including without limitations its short-term projected cash
     flows and operating performance.

   * Assist in the identification and implementation of cost
     reduction and operations improvement opportunities.

   * Assist other professionals engaged by the Debtors in
     developing possible restructuring plans or strategic
     alternative for ensuring the continuation of the Debtors'
     mission and maximizing potential recovery to the Debtors'
     creditors.

   * Analyze strategic options, including, but not limited to,
     mergers, partnerships, closures, or discontinuations of
     operations, in whole or in part, as well as recommendations
     on each options.

   * Support negotiations with potential transactional parties.

   * Assist in overseeing and driving financial performance in
     conformity with the Debtors' business plan.

   * Lead and manage the "working group" professionals who are
     assisting the Debtors in the reorganization process or who
     are working for the Debtors' various stakeholders to
     improve coordination of their efforts and individual work    
     product to be consistent with the Debtors' overall
     restructuring goals.

   * Lead and manage the analyses, planning and execution of asset
     sales.

   * Manage the development of the Debtors' cash flow forecasts
     and such other related forecasts as may be required by the
     Court, creditors and lenders in connection with
     negotiations or by the Debtors for other corporate purposes.

   * Lead in preparing for and filing bankruptcy petitions,
     coordinating and providing administrative support for the
     proceedings and developing the Debtors' plan of
     reorganization or other appropriate case resolution.

   * Supervise the preparation of regular reports as required by
     the Bankruptcy Court or which are customarily issued by the
     Debtors' chief financial officer, management of the claims
     reconciliation processes as well as provide assistance in
     such areas as testimony before the Bankruptcy Court on
     matters that are within Grant Thornton's areas of
     expertise.

   * Lead the Debtors in formulation and negotiation with respect
     to a plan of reorganization.

   * Manage the Debtors' financial and treasury functions
     including (i) strengthening the core competencies in the
     finance organization, particularly cash management, planning,
     general accounting, financial reporting and information
     management and (ii) identifying and implementing both short-
     term and long-term liquidity generating initiatives.

   * Assist with such other matters as may be requested by the
     Manager related to the Temporary Staff's services as set
     forth in the Engagement Letter that are not duplicative
     of work others are performing for the Debtors.

Services of the interim CEO and the Temporary Staff will be billed
at Grant Thornton's standard rates:

   Ryan A. Maupin                  $550/hour - not to exceed
                                   $70,000 per month
   
   Howard Adamski (part time)      $488/hour

   Brad Test (part time)           $340/hour

The Debtors also will reimburse Grant Thornton for all reasonable
expenses incurred under the engagement, plus out-of-pocket
expenses.

The Debtors have agreed to indemnify Grant Thornton, Mr. Maupin and
all temporary staff acting as an officer of the Debtors
arising out of their performance of their obligations under the
Engagement Letter.

On or about Sept. 3, 2015, the Debtors advanced Grant Thornton
$100,000 to provide a retainer for services rendered or to be
rendered, and for reimbursement of expenses incurred.  Prior to the
commencement of this case on Oct. 16, 2015, Grant Thornton applied
$50,275 of the retainer in satisfaction of fees owed from the last
payment on account through Oct. 15, 2015.  At the commencement of
these cases, the balance of the retainer was $49,724.  Grant
Thornton will apply such retainer against any unpaid post-petition
fees and expenses at the conclusion of these cases.

During the latter part of 2014 Grant Thornton and Mr. Maupin were
engaged by the Debtors at the request of PNC Bank to conduct an
operational and financial analysis of the Debtors' operations, as
consultants.  For this engagement, Grant Thornton was paid
$184,365.  During the one year preceding the commencement of these
chapter 11 cases, Grant Thornton received payments in the aggregate
amount of approximately $554,934 from the Debtors for fees and
expenses, including the draw on the retainer.

Based upon the Debtors' knowledge, Grant Thornton and Mr.
Maupin do not represent or hold any interest adverse to them, their
estates, creditors, or affiliates in the matters upon which they
are to be engaged.  However, as Mr. Maupin has served as an officer
of the Debtors, neither he nor Grant Thornton are "disinterested
persons" within the meaning of Section 101(14)
of the Bankruptcy Code.  Because the retention of Mr. Maupin and
Grant Thornton are not being sought under Section 327, the lack of
disinterestedness on the basis of pre-petition service is not
disqualifying, Mr. Phillips maintains.

                          About A&B Valve

A&B Valve and Piping Systems LLC is engaged in the business of
stocking and distributing pipes, valves, fittings, flanges,
fasteners, and general oilfield supplies primarily in Louisiana and
Texas.  Kimzey Casing Service, LLC, is engaged in the business of
providing casing running services for oil and gas drilling
primarily in Colorado, Pennsylvania and West Virginia.  Sheffield
Holdings, L.P., was formed in 2012 to acquire real estate in
Washington County, Pennsylvania.

A&B Valve, KCS, Sheffield Holdings and Sheffield GP, LLC sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
15-51336 to 15-51339) on Oct. 16, 2015.  Ryan A. Maupin, the
interim CEO, signed the petitions.

Judge Robert Summerhays is assigned to the cases.

The Debtors estimated total assets and total liabilities in the
range of $10 million to $50 million.  The Debtors disclosed that as
of the Petition Date, they have approximately $8.1 million in trade
debt.

Gordon, Arata, McCollam, Duplantis & Eagan, LLC, serves as counsel
to the Debtors.  Grant Thornton, LLP, acts as restructuring advisor
to the Debtors.



ABIGALE LEE MILLER: Charged With Hiding Income During Ch. 11
------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that a dance studio
owner who stars in the Lifetime reality television series "Dance
Moms" was indicted by a grand jury on Oct. 13, 2015, with charges
she concealed $675,000 in income from the show and related pursuits
during her bankruptcy, Pennsylvania federal prosecutors said.

Prosecutors alleged that Abigale Lee Miller, the combative dance
trainer and studio owner at the center of the "Dance Moms" series,
tried to hide most of her income from the show during her Chapter
11 bankruptcy proceedings.


ACCIPITER COMMUNICATIONS: 7th Stipulated Cash Use Order Signed
--------------------------------------------------------------
Bankruptcy Judge George B. Nielsen signed off on a seventh
stipulated order authorizing Accipiter Communications, Inc., d/b/a
Zona Communications, to continue accessing the cash collateral of
its lender, the United States government, on behalf of the Rural
Utilities Service of the U.S. Department of Agriculture.

As of the Petition Date, Accipiter owed RUS under the parties'
prepetition credit agreements in an aggregate principal amount
totaling $20,755,214, plus accrued and unpaid interest.  Accipiter
obtained the pre-bankruptcy loan to finance the construction and
operation of a telecommunications network in rural areas located in
certain portions of Maricopa and Yavapai Counties.  The Debtor
stipulates that RUS has a perfected, first priority interest in
Cash Collateral.

The Seventh Stipulated Order provides that effective October 1,
2015, the Debtor is authorized to use Cash Collateral solely under
the provisions of the Stipulated Order, which on that date
supersedes in all respects the Court's Sixth Stipulated Order
Authorizing Use of Cash Collateral and Granting Adequate
Protection, entered on July 1, 2015.

Attached to the signed Stipulated Order is an Estimated 13-Week
Cash Flow through Jan. 1, 2016.  The Stipulated Order provides that
the Debtor furnished to RUS a budget for weekly cash receipts and
expenditures for the period ending November 30, 2015, which the
Lender has reviewed.

The Stipulated Order provides for a "Carveout," which means (i) the
unpaid fees of the Clerk of the Bankruptcy Court and of the United
States Trustee under 28 U.S.C. Sec. 1930(a) and (b), (ii) allowed
compensation of a chapter 7 trustee, if any, under Bankruptcy Code
Sec. 326(a), and (iii) the aggregate allowed unpaid fees and
expenses payable under Bankruptcy Code Sections 330 and 331 to
professional persons retained under an order of the Court by the
Debtor or the Official Committee of Unsecured Creditors not to
exceed $300,000. So long as no Event of Default has occurred and
continues, the Debtor may pay compensation and reimbursement of
expenses allowed and payable under Bankruptcy Code Sections 330 and
331 or Bankruptcy Court order or local rule without reducing the
Carveout.

The Committee (but not the Debtor) has reserved its right to
contest RUS' interest in Cash Collateral and any consequential
effect on Adequate Protection Liens. The Committee has asserted
certain Claims, Defenses, and a Cash Collateral Claim by commencing
Adversary Proceeding No. 2:15-ap-00005-GBN on January 5, 2015.

Counsel for Debtor:

     Jordan A. Kroop, Esq.
     Bradley A. Cosman, Esq.
     Kirstin Eidenbach, Esq.
     PERKINS COIE LLP
     2901 N. Central Avenue, Suite 2000
     Phoenix, AZ 85012
     Tel: (602) 351-8000

Counsel for the Official Committee of Unsecured Creditors:

     Alisa C. Lacey, Esq.
     Christopher C. Simpson, Esq.
     STINSON LEONARD STREET LLP
     1850 N. Central Avenue, Suite 2100
     Phoenix, AZ 85004
     Tel: (602) 279-1600

Attorneys for the United States of America:

     Benjamin C. Mizer
     Principal Deputy Assistant Attorney General
     John S. Leonardo
     United States Attorney


     John T. Stemplewicz, Esq.
     Ruth A. Harvey, Esq.
     Lloyd H. Randolph, Esq.
     Jessica S. Wang, Esq.
     United States Department of Justice
     Commercial Litigation Branch
     P.O. Box 875, Ben Franklin Station
     Washington, DC 20044
     Voice: (202) 307-0356
     Fax: (202) 514-9163

         About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential
subscribers and 231 business subscribers, including an elementary
school, an enforcement agency, a fire station, two municipal water
supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund, which is
administered under the authority of the Federal Communications
Commission, and capital debt financing provided under a rural
telecommunications loan program administered by the Rural
Utilities
Service, an agency of the U.S. Department of Agriculture.

As of the Petition Date, the Debtor owed $20.8 million in
aggregate
principal to the RUS.  The Debtor believes there is approximately
$414,000 in prepetition general unsecured claims held by trade
vendors or other parties against the Debtor.  The Debtor is a
privately held company, with 55.4% of the stock held by Lewis van
Amerongen.  In its schedules, the Debtor listed $31.3 million in
assets and $21.6 million in liabilities.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.

The Debtor filed its proposed Plan of Reorganization on Aug. 27,
2014.


AFY INC: Suit Over Sale of Stocks Remanded to State Court
---------------------------------------------------------
Senior Judge Richard G. Kopf of the United States District Court
for the District of Nebraska reversed the order entered by the
United States Bankruptcy Court for the District of Nebraska on
December 9, 2014, and remanded to the District Court of Madison
County, Nebraska, for further proceedings the adversary proceeding
filed by Robert A. Sears, as trustee for AFY, Inc.

The Trustee sued Rhett R. Sears; Rhett Sears Revocable Trust;
Ronald H. Sears; Ron H. Sears Trust; and Dane Sears for breaching
an agreement for the sale of their shares of AFY stock to Korley B.
Sears and the corporation, and that Ronald H. Sears and Dane Sears
breached their fiduciary duties as employees of the corporation.
The Trustee also sought restitution of distributions the Appellants
received from the bankruptcy estate of AFY and claimed that the
Appellants tortiously interfered with the Chapter 11 reorganization
of AFY and filed "bogus" claims as creditors.

In the Order dated September 28, 2015 available at
http://is.gd/7WMufwfrom Leagle.com, Judge Kopf granted the
Appellants' motion to supplement the record on appeal and took
judicial notice of the documents attached to the motion, reversed
the Order entered by the Bankruptcy Court, and remanded the case to
the bankruptcy court for further proceedings.

The district court proceeding is ROBERT A. SEARS; ROBERT A. SEARS,
TESTAMENTARY TRUSTEE; AND KORLEY B. SEARS, Plaintiffs/Appellees. v.
RHETT R. SEARS; RHETT SEARS REVOCABLE TRUST; RONALD H. SEARS; RON
H. SEARS TRUST; and DANE SEARS, Defendants/Appellants, CASE NO.
4:14CV3245 (D. Nev.).

The adversary proceeding is ROBERT A. SEARS; ROBERT A. SEARS,
TESTAMENTARY TRUSTEE; AND KORLEY B. SEARS, Plaintiffs/Appellees. v.
RHETT R. SEARS; RHETT SEARS REVOCABLE TRUST; RONALD H. SEARS; RON
H. SEARS TRUST; and DANE SEARS, Defendants/Appellants, ADVERSARY
PROCEEDING NO. 14-04060 (Bankr. D. Nev.).

The bankruptcy case is captioned In re AFY, INC., Debtor,
BANKRUPTCY CASE NO. 10-40875 (Bankr. D. Nev.).

Plaintiffs are represented by:

         Jerrold L. Strasheim, Esq.
         STRASHEIM LAW FIRM
         3610 Dodge St # 212
         Omaha, NE 68131  
         Phone: (402) 346-9330

Defendant are represented by Brian J. Koenig, Esq. --
brian.koenig@koleyjessen.com -- KOLEY, JESSEN LAW FIRM, Donald L.
Swanson, Esq. -- don.swanson@koleyjessen.com -- KOLEY, JESSEN LAW
FIRM and Kristin M.V. Krueger, Esq. --
kristin.farwell@koleyjessen.com -- KOLEY, JESSEN LAW FIRM.

U.S. Trustee, Trustee, represented by Patricia M. Fahey, U.S.
TRUSTEE.

Joseph H. Badami, Trustee, represented by James A. Overcash, Esq.
-- jovercash@woodsaitken.com -- WOODS, AITKEN LAW FIRM and Joseph
H. Badami, Esq. -- jbadami@woodsaitken.com -- WOODS, AITKEN LAW
FIRM.

                         About AFY Inc.

Ainsworth, Nebraska-based AFY, Inc., doing business as Ainsworth
Feed Yards Company, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Neb. Case No. 10-40875) on March 25, 2010.
Jerrold L. Strasheim, Esq., in Omaha, served as the Debtor's
counsel.  AFY estimated its assets and debts at $10 million to
$50 million as of the bankruptcy filing.

Affiliates Robert A. Sears and Korley B. Sears filed Chapter 11
petitions (Bankr. D. Neb. Case Nos. 10-40275 and 10-40277) on
Feb. 12, 2010.  Mr. Strasheim also represented the Sears Debtors.

Disputes arose in the three cases as to who actually owned or
controlled the voting rights of the shares of stock in AFY.  The
disputes were between Robert and Korley Sears on the one hand and
members of the Sears family on the other hand.  Partly due to this
dispute over the ownership and control of AFY, on April 29, 2010,
the Bankruptcy Court granted a motion to appoint a Chapter 11
trustee.  Joseph H. Badami was subsequently appointed as the
Chapter 11 trustee.  Mr. Strasheim withdrew as attorney for AFY in
June 2010.

The case was converted to one under Chapter 7 on the trustee's
motion.


ALLIED NEVADA: Asks Judge to Extend Deadline to Remove Suits
------------------------------------------------------------
Allied Nevada Gold Corp. has filed a motion seeking additional time
to remove lawsuits involving the company and its affiliates.

In its motion, the company asked U.S. Bankruptcy Judge Mary Walrath
to move the deadline for filing notices of removal of the lawsuits
to December 7, 2015.

The extension, if granted, would give the company a "reasonable
additional amount of time" to determine whether to remove any
pending lawsuit, according to its lawyer, Stanley Tarr, Esq., at
Blank Rome LLP, in Wilmington, Delaware.

The motion is on Judge Walrath's calendar for October 27.

                        About Allied Nevada

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

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

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

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

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


ALLIED NEVADA: Gets Court Approval for Bridge Capital Agreement
---------------------------------------------------------------
A federal judge approved an agreement that would allow Bridge
Capital Leasing LLC to sell the mining equipment leased by Allied
Nevada Gold Corp.

The agreement, approved by U.S. Bankruptcy Judge Mary Walrath,
lifted the so-called automatic stay, allowing Bridge Capital to
sell two mining trucks that Allied Nevada used in its operations at
the Hycroft Mine in Nevada.

The automatic stay is an injunction that halts actions by creditors
against a company in bankruptcy protection.

As of August 6, 2015, Bridge Capital is owed $4.94 million under
the leases, according to court filings.  

                        About Allied Nevada

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

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

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

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

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


ALLONHILL LLC: Court Approves UpShot as Administrative Agent
------------------------------------------------------------
Allonhill LLC sought and obtained permission from the Hon. Kevin
Gross of the U.S. Bankruptcy Court for the District of Delaware to
employ UpShot Services LLC as administrative agent, nunc pro tunc
to the March 26, 2015 petition date.

UpShot will provide, among other things, the following bankruptcy
administrative services, if and to the extent the Debtor requests:

   (a) assisting with, among other things, balloting, and
       tabulation and calculation of votes, as well as preparing
       any appropriate reports, as required in furtherance of
       confirmation of the Plan;

   (b) generating an official ballot certification and testifying,

       if necessary, in support of the ballot tabulation results;

   (c) managing any distributions pursuant to the Plan; and

   (d) providing such other claims processing, noticing,
       solicitation, balloting and Administrative Services
       described in the Services Agreement, but not included in
       the Section 156(c) Application, as may be requested from
       time to time by the Debtor.

UpShot will be paid at these hourly rates:

       Clerical                $25-$35
       Case Assistant          $50-$65
       IT Manager              $125-$140
       Case Consultant         $140-$155
       Case Director           $170
       Public Securities
       Director                $225

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

Prior to the Petition Date, UpShot received a $5,000 retainer from
the Debtor and has agreed to waive any prepetition fees and/or
expenses so as to remain a "disinterested person".

Travis K. Vandell, chief executive officer of UpShot, 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.

UpShot can be reached at:

       Travis K. Vandell
       UPSHOT SERVICES LLC
       7808 Cherry Creek South Drive, Suite 112
       Denver, CO 80231
       E-mail: tvandell@upshotservices.com

                        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 MEDIA: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Alpha Media LLC. Moody's
also assigned B1 to the company's proposed $20 million 1st lien sr
secured revolver and its $265 million 1st lien sr secured term
loan.  Proceeds from the new term loan, new $65 million 2nd lien
term loan (not rated), new $55 million HoldCo PIK note (not rated),
the sale of tower assets, and excess cash will be used to fund the
$264 million acquisition of Digity, LLC, the refinancing of
existing Alpha Media debt (roughly $168 million outstanding), and
related expenses.  The acquisition is subject to regulatory
approvals.  The rating outlook is stable.

Assignments:

Issuer: Alpha Media LLC

  Corporate Family Rating: Assigned B2

  Probability of Default Rating: Assigned B2-PD

  Speculative Grade Liquidity (SGL) Rating: Assigned SGL-2

  New $20 million 1st lien sr secured revolver: Assigned B1, LGD3

  New $265 million 1st lien sr secured term loan: Assigned B1,
   LGD3

Outlook Actions:

Issuer: Alpha Media LLC

  Outlook is Stable

RATINGS RATIONALE

The assigned B2 corporate family rating reflects Alpha Media's high
pro forma leverage of 5.4x estimated for FYE December 31, 2015
(including Moody's standard adjustments) and risks associated with
assimilating recent acquisitions in combination with potential
future debt funded transactions.  Ratings also incorporate the
mature and cyclical nature of radio advertising demand and the
company's ownership by financial sponsors.  High leverage poses
challenges for managing a business that is vulnerable to
advertising spending cycles with heightened competition for
advertising dollars due to media fragmentation. Event risk includes
the need to assimilate 10 acquisitions since mid-2014, including
Digity, and the likelihood of future debt financed acquisitions or
shareholder distributions.  Alpha Media's B2 rating is supported by
a diverse station portfolio including #1 or #2 ranked positions in
24 of 34 ranked markets (the company operates in 54 markets) and
roughly 74% of annual revenue being generated by local advertising
which reduces exposure to economic conditions as local ad demand
tends to be more stable during economic downturns.  The majority of
Alpha Media's revenue is generated by stations in small to medium
sized markets, and Moody's believes that competition is limited in
these locations given most of the company's peer group, including
deep-pocketed broadcasters, have chosen to operate primarily in
larger sized markets.  Moody's expects Alpha Media's revenue growth
will be generally flat, assuming successful integration of acquired
stations, and that excess cash will be applied towards debt
repayment allowing for credit metrics, including leverage and free
cash flow ratios, to improve in the absence of debt funded
acquisitions and despite accretion on the HoldCo PIK notes.  Event
risk includes the potential for Alpha Media to increase debt
balances to fund additional acquisitions.  Moody's notes that the
company completed numerous acquisitions since mid-2014, including
Digity, increasing the risk of assimilating acquired stations.
Management has extensive experience acquiring and operating radio
stations in small and large markets which mitigates some risks
related to rapid expansion.  Liquidity is good with an expected
undrawn $20 million revolver facility, no significant debt
maturities until the revolver expires in 2020, and mid-single digit
percentage free cash flow-to-debt.

The stable outlook reflects Moody's view that revenue growth will
be generally flat on a same-station basis which is in line with our
expectations for flat to declining revenue for the overall radio
industry over the next 12 months.  The outlook also reflects our
expectation that the company will maintain at least adequate
liquidity even as it continues to fund tuck-in acquisitions and
investments.  The outlook does not incorporate significant
shareholder distributions nor debt financed acquisitions that would
increase debt-to-EBITDA above 5.5x (including Moody's standard
adjustments).  Debt ratings could be downgraded if performance were
to deteriorate due to increased competition or economic weakness in
one or more key markets.  Weakened liquidity or additional debt
financed acquisitions leading to Moody's expectation that
debt-to-EBITDA would be sustained above 5.5x (including Moody's
standard adjustments) could also result in a downgrade.  The
company's acquisition strategy and ownership by financial sponsors
weigh on ratings; however, we could consider an upgrade if
debt-to-EBITDA is sustained comfortably below 4.0x with free cash
flow-to-debt above 8% (including Moody's standard adjustments).
Liquidity would need to remain good, and we would need assurances
that the company would operate in a financially prudent manner
consistent with a higher rating.

Pro forma for the Digity acquisition, Alpha Media LLC will own and
operate 253 radio stations in 54 markets, more than 250 related
websites, and three live performance lounges with #1 or #2 ranked
positions in 24 of 34 ranked markets.  Headquartered in Portland,
OR, the company is the 4th largest radio operator based on number
of stations owned and represents an acquisition roll up of stations
from operators including Triad Broadcasting, Border Media, Main
Line Broadcasting, Morris Radio, and Digity.  The company is
privately held and the largest shareholders include Stephens
Capital Partners, Endeavour Capital, and management.  Pro forma
revenue for the last twelve months ended June 30, 2015, was roughly
$250 million.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012.



ALY ENERGY: Enters Into Credit Agreement Amendment After Default
----------------------------------------------------------------
Aly Energy Services, Inc. on Oct. 19 disclosed that, effective
September 30, 2015, it has closed an equity subscription resulting
in net proceeds of $3.35 million and entered into a second
amendment to its credit agreement.

                         Equity Offering

The Company previously reported that it had commenced a private
offering to accredited investors of 1,562,500 shares of its common
stock at a price of $3.20 per share on June 24, 2015.  Effective
September 30, 2015, Aly Energy accepted subscriptions for net
proceeds of $3.35 million.  The proceeds have been used to reduce
indebtedness under the Company's existing credit facility in
connection with entering into an amendment to such facility.

Micki Hidayatallah, Chairman and Chief Executive Officer said: "The
successful equity raise is a testament to the confidence our
investors have in Aly Energy's long-term vision and market
opportunity.  This capital infusion strengthens our balance sheet
and made it possible for us to negotiate constructively with our
lender.  Prevailing commodity prices have adversely affected the
entire oilfield services sector and Aly Energy is not immune.
However, despite the current commodity price environment, we are
working diligently to serve our customers with differentiated and
cost-effective solutions."

                 Amendment to Credit Agreement

Aly Energy entered into a second amendment to its existing credit
facility effective September 30, 2015.  As of June 30, 2015, the
Company was in default under the credit facility due to its
noncompliance with certain financial covenants.  The Amendment
waives the Company's default as of June 30, 2015 and modifies the
financial covenants which will be tested through the maturity date
of April 30, 2017 to reflect the anticipated impact of the downturn
in the oilfield services industry on the Company's financial
performance when compared to its performance in 2014.

In connection with the execution of the Amendment, the Company used
proceeds of $3.35 million from its recently closed private offering
to make a prepayment on the loan.  Subsequent to this payment, the
Amendment waives all further principal payments on the remaining
$20.1 million of outstanding term borrowings until March 31, 2017
and reduces the size of the revolving credit facility through the
maturity date of April 30, 2015 to $1.0 million.  As of September
30, 2015, the Company had a borrowing capacity of $1.0 million
under the revolving credit facility in addition to a cash balance
in excess of $1.0 million.

Micki Hidayatallah, Chairman and Chief Executive Officer added:
"Clearly, this Amendment is a positive development for Aly Energy
and an important step forward in ensuring our long-term success.
The amended agreement provides the Company with the flexibility
needed to continue advancing our growth plan, which is focused on
both organic growth and selective acquisitions that strengthen our
competitive position.  Our existing cash balance, expected cash
flow from operations and borrowing capacity on the credit line
provide liquidity to fund our business plan for the foreseeable
future."

                       About Aly Energy

Aly Energy Services and its subsidiaries provide equipment and
services essential to the drilling and development of oil and gas
resources, including mud delivery, solids control, fluid
management, and directional drilling and measurement-while-drilling
services.  The Company serves the Permian Basin (in Texas and New
Mexico), Eagle Ford Shale, Utica Shale, Marcellus Shale, Woodford
Shale, Granite Wash, Mississippian Lime, and Tuscaloosa Marine
Shale.



AMERICAN APPAREL: Disclosure Statement Hearing Set for Nov. 19
--------------------------------------------------------------
American Apparel, Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a disclosure statement
explaining their joint plan of reorganization, with the hearing on
the plan outline scheduled for Nov. 19, 2015 at 11:00 a.m.
Objections are due by Nov. 12.

The Plan will allow the Debtors to strengthen their balance sheet
by converting over $200 million of Prepetition indebtedness into
Reorganized American Apparel Equity Interests and enabling the
Debtors to obtain a material infusion of new equity and debt
capital upon emergence that will permit the Debtors to exit
bankruptcy protection expeditiously and with sufficient liquidity
to implement their business plan.  In addition, the Plan will
provide distributions to general unsecured creditors in the form of
units in a litigation trust and, to each class of general unsecured
creditors that accepts the Plan, a portion of a $1 million cash
payment.

The GUC Payment will be divided as follows:

   -- $10,000 for GUCs against American Apparel, Inc.
   -- $517,000 for GUCs against American Apparel (USA), LLC
   -- $470,000 for GUCs against American Apparel Retail, Inc.
   -- $1,000 for GUCs against American Apparel Dyeing & Finishing
   -- $1,000 for GUCs against KCL Knitting, LLC
   -- $1,000 for GUCs against Fresh Air Freight, Inc.

Parties who support the Plan include 100% of the lenders under the
Prepetition ABL Facility, holders of over 95% in amount of the
Prepetition Notes, and lenders under the Lion Credit Facility and
the UK Loan.

A full-text copy of the Disclosure Statement dated Oct. 15 is
available at http://bankrupt.com/misc/AAIds1015.pdf

A blacklined version of the Plan dated Oct. 15 is available at
http://bankrupt.com/misc/AAIplan1015.pdf

The Debtors also propose the following confirmation deadline:

   Jan. 7, 2016     -- Voting Deadline

   Jan. 7, 2016     -- Confirmation Objection Deadline

   Jan. 12, 2016    -- Deadline to File Tabulation Declaration

   Jan. 14, 2016    -- Deadline to File Reply in Support of Plan
                       Confirmation

   Jan. 20, 2016    -- Confirmation Hearing

The Disclosure Statement was filed by Richard L. Wynne, Esq., and
Erin N. Brady, Esq., at Jones Day, in Los Angeles, California; and
Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day,
in New York; and Laura Davis Jones, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

                    About American Apparel

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

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

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

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


AMERICAN ENERGY: Moody's Assigns B2 Rating on $560MM Sr. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to American Energy -
Permian Basin, LLC's (AEPB) proposed offering of $560 million
senior secured first lien notes due October 2020.  Moody's also
downgraded AEPB's Corporate Family Rating (CFR) to Caa3 from Caa1,
its Probability of Default Rating (PDR) to Caa3-PD from Caa1-PD,
its senior secured 2nd lien notes to Caa1 from B1 and its senior
unsecured notes ratings to Ca from Caa2.  AEPB's Speculative Grade
Liquidity Rating (SGL) was affirmed at SGL-4.  The outlook remains
negative.

The proceeds from the proposed first lien notes offering will be
used to repay drawings under AEPB's existing senior secured
revolving facility and provide cash for further capital investment.
The offering will reduce the borrowing base revolving credit
facility commitment to $0.  AEPB's assigned ratings are contingent
upon the successful raising of approximately $560 million of first
lien notes proceeds.

"AEPB's issuance of first lien notes improves its liquidity
marginally, but worsens the already elevated debt burden and
leverage metrics," said Sreedhar Kona, Moody's Senior Analyst.
"Absent an unexpected commodity price recovery, AEPB's incremental
interest burden and planned capital expenditures through 2016 will
leave AEPB with little liquidity at the end of 2016 and with
potentially few meaningful options to shore up its liquidity."

Assignments:

Issuer: American Energy - Permian Basin, LLC

  New Issuance $560 MM Senior Secured First Lien Notes, Assigned
   B2 (LGD1)

Rating Actions:

  Corporate Family Rating, Downgraded to Caa3 from Caa1

  Probability of Default Rating, Downgraded to Caa3-PD from
   Caa1-PD

  $295 million senior secured 2nd lien notes due 2020, Downgraded
   to Caa1 (LGD2) from B1 (LGD2)

  $350 million senior unsecured notes due 2019, Downgraded to Ca
   (LGD5) from Caa2 (LGD4)

  $650 million senior unsecured notes due 2020, Downgraded to Ca
   (LGD5) from Caa2 (LGD4)

  $600 million senior unsecured notes due 2021, Downgraded to Ca
   (LGD5) from Caa2 (LGD4)

  Speculative Grade Liquidity Rating, Affirmed SGL-4

Outlook Actions:

  Outlook remains Negative

RATINGS RATIONALE

AEPB's Caa3 CFR reflects the company's very high leverage relative
to its cash flow and asset value, coupled with high on-going
liquidity needs.  Although AEPB continues to demonstrate strong
execution ability with the average daily production of 22,000 boe
per day in the second quarter 2015 (sequential growth of 30% and
year-over-year growth of 116%), and proved developed reserves of
approximately 35 million boe, the company's high leverage and
unsustainable capital structure pose a growing risk to its business
profile.  Moody's expects AEPB's debt to average daily production
ratio to be approximately $108,000 per Boe and debt to proved
developed reserves of $56 per Boe at the end of 2015.

AEPB's proposed first lien notes are rated B2, four notches above
AEPB's Caa3 CFR, reflecting their relative size and priority claim
to the assets over the 2nd lien secured notes and unsecured notes.
The second lien notes are rated Caa1, which is two notches above
the CFR and two notches below the first lien notes reflecting their
priority claim over the unsecured notes, but subordination to the
first lien notes.  The unsecured notes are rated Ca, which is one
notch below the company's Caa3 CFR.  This notching reflects the
priority claim given to the senior secured first lien notes and the
second lien notes.

AEPB's SGL-4 Speculative Grade Liquidity Rating reflects a weak
liquidity profile over the next 15 months.  Pro forma for the first
lien notes issuance the company will have approximately $364
million of cash and a reduced borrowing base revolving credit
facility commitment of $0.  The company will consume a significant
amount of this cash to fund its projected capital expenditures
through 2016.  The company is expected to be left with less than
$45 million of cash by the end of 2016.  There are no financial
covenants under the new first lien notes or the existing second
lien notes.  There are limited alternatives to raise cash through
asset sales as the assets are fully encumbered by the first and
second lien notes.

The negative rating outlook reflects the company's very high
leverage metrics and unsustainable capital structure.  The outlook
could return to stable if the liquidity improves significantly and
leverage improves through greater cash flow generation or equity
issuances.

A downgrade is possible if the company's liquidity worsens further
than anticipated or if the company pursues a debt restructuring.

An upgrade in the near term is unlikely.  AEPB will be considered
for an upgrade if the company achieves substantial debt reduction
resulting in a more sustainable capital structure. RCF/Debt ratio
approaching 10% combined with adequate liquidity could result in a
ratings upgrade.

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

American Energy - Permian Basin, LLC Resources Corporation is an
independent exploration and production (E&P) company focused on
onshore oil and gas production in unconventional liquids-rich
basins and fields.  The company primarily operates in the central
Midland Basin within the Permian Basin of west Texas and is
headquartered in Oklahoma City, Oklahoma.



AMERICAN ENERGY: S&P Affirms 'CCC+' CCR, Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Oklahoma City-based exploration and production
(E&P) company American Energy – Permian Basin LLC.  The outlook
is negative.

At the same time, S&P assigned its 'B' issue-level rating and '1'
recovery rating to the company's proposed $560 million first-lien
notes due 2020.  The '1' recovery rating reflects S&P's expectation
of very high (90% to 100%) recovery to creditors in the event of a
payment default.

S&P also placed its 'CCC' issue-level rating on the company's $295
million second-lien notes due 2020 on CreditWatch with negative
implications, reflecting the possibility of additional priority
debt.  The recovery rating on this debt is a '5', reflecting S&P's
expectation of modest (10% to 30%, lower half of the range)
recovery to creditors in the event of a payment default.  S&P
expects to resolve the CreditWatch placement around the time of the
closing of the transaction, which it anticipates by the end of
October.

"The negative outlook on AEPB reflects our view that AEPB's
liquidity will be insufficient to fund its capital spending plans
over the next 12 months, unless the company is successful in
raising external capital," said Standard & Poor's credit analyst
Carin Dehne-Kiley.

S&P expects AEPB will use proceeds from the first-lien notes
offering to repay borrowings under its credit facility ($245
million as of Oct. 15, 2015) and pre-fund capital expenditures
through at least the end of 2016.  Concurrent with the first-lien
notes issue, the company will reduce the borrowing base under its
credit facility to zero.  Although the proposed transaction will
improve AEPB's liquidity, S&P is not yet revising its liquidity
assessment or rating outlook, given the elevated level of
uncertainty regarding capital market transactions for oil and gas
companies in the current environment.  If the company completes the
deal as proposed, S&P would expect to revise its ratings outlook to
stable from negative, and S&P's assessment of AEPB's liquidity to
"adequate" from "less than adequate."

S&P's ratings on AEPB reflect S&P's view of the company's
unsustainable leverage.  The ratings also incorporate S&P's
assessment of the company's "weak" business risk profile, "highly
leveraged" financial risk profile, and "less than adequate"
liquidity.

S&P could lower the ratings if liquidity deteriorated, which would
most likely occur if the company were unable to raise external
capital, and if S&P expected the company to be unable to meet its
obligations.

S&P could revise the outlook to stable if the company were
successful in raising external capital, thereby alleviating risks
regarding its liquidity over the next 12 months.



AMERICAN RAILCAR: S&P Affirms 'BB-' CCR, Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB-' corporate credit rating on St. Charles, Mo.-based American
Railcar Industries Inc.  The outlook is stable.

"Standard & Poor's corporate methodology does not include an
explicit method to incorporate the risk of a company's leasing
operations into our ratings on the company's parent," said Standard
& Poor's credit analyst Svetlana Olsha.  "Accordingly, we use a
"rating to principles" approach as described below to incorporate
our analysis of ARI's leasing business into our corporate credit
rating on the company's parent."

S&P's stable outlook on ARI reflects the company's good backlog and
relatively healthy industry demand, as well as the more stable
nature of its growing leasing business.  The company's substantial
spending on the expansion of its lease fleet is incorporated in
S&P's base-case assumptions.

S&P could lower its rating on ARI if an industry downturn or
eroding market share significantly decreases the company's
operating prospects, leading S&P to believe that its manufacturing
leverage would exceed 3x in a cyclical downturn, or if acquisitions
increase that debt at its manufacturing operations. S&P could also
lower the rating if it expects the company to more aggressively
leverage its leasing fleet.

S&P could consider upgrading ARI in the unlikely event that the
industry takes on a more stable profile, or if the company's
leasing operations cause its profit and cash flow performance to
become more stable than they have been historically.



API HEAT: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on API Heat Transfer Co. to 'B-' from 'B'.
The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured credit facilities to 'B-' from 'B'.  The
'3' recovery rating is unchanged, indicating S&P's expectation of
meaningful (50%-70%; upper half of the range) recovery in a payment
default scenario.

"The downgrade reflects our expectation that API's credit measures
will remain weak in 2015 and 2016 because of the challenging demand
conditions in its oil and gas and electric power generation end
markets, the economic slowdown in China, and foreign currency
headwinds," said Standard & Poor's credit analyst Nadine Totri. The
company has been negatively impacted by the currently weak oil
prices and declining demand from its largest customer, which
comprised roughly 12% of its 2014 sales.  Low commodity prices and
persistent weakness in the mining industry has reduced the demand
for some of the electric power generation products that API
supplies to its largest customer.  As a result, the company's
earnings have been weaker than S&P expected in recent quarters and
its key credit metrics have deteriorated, with API's debt-to-EBITDA
metric at 8x as of June 30, 2015, from 7x as of Dec. 31, 2014.
Although S&P expects the company's operating performance to improve
modestly in 2016, supported by management's cost-cutting efforts,
S&P believes that API's debt-to-EBITDA metric will remain at around
7.5x over the next 12-18 months.

The stable outlook on API reflects S&P's expectation that the
company's leverage will remain above 6.5x while it continues to
generate positive free cash flow and maintain adequate liquidity
over the next 12 months.

S&P could lower its rating on API if a sustained downturn in the
company's end markets further erodes its operating performance and
causes its free cash flow generation to turn negative for a
sustained period.  S&P could also lower the rating if liquidity
issues arise such that it begins to appear likely that the company
will draw on its revolver to an extent that it will trigger the
leverage covenant.

S&P could raise its rating on API if the company reverses its
negative operating trends, improving its debt-to-EBITDA metric to
6.5x or lower while generating moderately positive free operating
cash flow and preserving its adequate levels of liquidity.



ARCE RIVERSIDE: Bankr. Court Issues $1.3MM Judgment vs. Penn
------------------------------------------------------------
Judge Dennis Montali of the United States Bankruptcy Court for the
Northern District of California sustained Arce Riverside, LLC's
objection to the second amended claim of Penn Equities, LLC, and
disallowed the interest paid and ordered the interest to be repaid
to Debtors.

The Court further ordered for counsel of the Debtors to prepare,
serve and upload an order and judgment in favor of the Debtors and
against Penn in the amount of 1,375,847, that no treble damages
will be awarded, and that the Debtors were entitled to attorneys
fees and costs.

The bankruptcy cases are captioned In re ARCE RIVERSIDE, LLC,
Chapter 11, Debtor and In re KERA RIVERSIDE, LLC, Debtor.
BANKRUPTCY CASE NO. 13-32456DM, Jointly Administered With Case No.
13-32457.

A full-text copy of Judge Montali's memorandum decision dated
September 28, 2015, is available at http://is.gd/XkLm0wfrom
Leagle.com.

Arce Riverside, LLC, Debtor, represented by:

         Elizabeth Berke-Dreyfuss, Esq.
         WENDEL, ROSEN, BLACK AND DEAN
         1111 Broadway, 24th Floor
         Oakland, CA 94607
         Phone: 510.834.6600
         Fax: 510.834.1928
         Email: edreyfuss@wendel.com

Office of the U.S. Trustee/SF, U.S. Trustee, represented by Minnie
Loo, Office of the U.S. Trustee.

Arce Riverside, LLC, based in Redwood City, California, filed for
Chapter 11 protection (Bankr. N.D. Cal. Case No. 13-32456) on Nov.
12, 2013.  Kera Riverside, LLC, also in Redwood City, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-32457) on Nov.
12.

Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes and Kuhner,
serves as counsel to the Debtors.

Arce and Kera each estimated $1 million to $10 million in both
assets and debts.

The petitions were signed by George Arce, managing member.

A list of Arce's two largest unsecured creditors is available for
free at http://bankrupt.com/misc/canb13-32456.pdf

A list of Kera's two largest unsecured creditors is available for
free at http://bankrupt.com/misc/canb13-32457.pdf


ATLANTIC & PACIFIC: Wants Stay Extended to Personal Injury Suits
----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the Great
Atlantic & Pacific Tea Co. Inc., owner of the A&P supermarket
chain, on Oct. 14, 2015, doubled down on its bid to extend its
automatic bankruptcy stay to approximately 300 personal injury
lawsuits and other complaints in which it has a stake, arguing in
New York court that the suits could impede the company's
restructuring.

A&P responded to objections that have been raised by individual
plaintiffs in a few of the lawsuits. Although A&P was afforded a
stay when it filed for Chapter 11.

                     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.


ATWOOD OCEANICS: Moody's Lowers CFR to Ba3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Atwood Oceanics, Inc.'s
Corporate Family Rating to Ba3 from Ba2, Probability of Default
Rating (PDR) to Ba3-PD from Ba2-PD and senior unsecured notes to B1
from Ba3.  Moody's affirmed the SGL-3 Speculative Grade Liquidity
Rating.  The outlook is negative.  This action concludes the rating
review that was initiated on Aug. 24, 2015.

"The downgrade reflects Atwood's limited revenue visibility beyond
2016, weak dayrate and utilization prospects at least through 2017
in a heavily oversupplied offshore rig market, and our expectation
of a significant increase in financial leverage over the next two
years driven by reduced earnings," commented Sajjad Alam, Moody's
AVP-Analyst.  "The negative outlook reflects the contracting risk
of Atwood's two new drillships (Atwood Admiral and Atwood Archer)
that are due for delivery in 2016, as well as the re-contracting
risk of its currently active rig fleet."

Issuer: Atwood Oceanics, Inc.

Downgrades:

  Corporate Family Rating, Downgraded to Ba3 from Ba2

  Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
   Ba3

  Senior Unsecured Shelf, Downgraded to (P)B1 from (P)Ba3

Affirmed:

  Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Action:

  Changed to Negative from RUR

RATINGS RATIONALE

Moody's expects sustained low oil prices and reduced upstream
spending to cause a protracted downturn in the offshore contract
drilling industry.  Even if rig demand stabilizes, dayrates will
remain under intense pressure through 2017 due to an overabundance
of rigs in both jackup and floater markets.  There are over 70 new
floaters and 110 new jackups that are scheduled for delivery over
the next few years promising little hope for tighter rig
supply/demand in the near future.

Moody's expects Atwood's rigs to sign contracts at significantly
lower rates when current contracts expire.  Moreover, some rigs
could experience extended delays prior to securing a new contract
given the extremely competitive bidding environment for offshore
drilling jobs globally.  Lower dayrates and weaker utilization will
drag down Atwood's earnings and could push leverage above 5x by
2017.  Atwood has $490 million in remaining payments for its two
drillships and will have limited opportunity to repay debt until
mid-2016.  However, the company has the option to push the delivery
date of Atwood Archer by 12 months to mid-2017 and delay a portion
of the final shipyard payment.

Atwood should have adequate liquidity through 2016 which is
captured in the SGL-3 rating.  Despite weak industry fundamentals,
the company should be able to meet all of its basic cash
requirements in 2016 using operating cash flow backed by existing
customer contracts.  The revolving credit facility could be used to
fund a portion of the final construction payments for the
drillships.  The company had $75 million of balance sheet cash and
$484 million available under the $1.55 billion revolver at
June 30, 2015.  The revolver matures in May, 2019.  While Moody's
expects ongoing compliance with the credit facility financial
covenants in 2016, the company could breach the 4.5x maximum
leverage covenant in 2017 if some of its rigs remain idle.  Atwood
has substantial alternate liquidity since one of its jackups
(Atwood Orca) and all four of its drillships are not pledged to
bank lenders.

Atwood's Ba3 Corporate Family Rating reflects its high-quality
rigs, diversified geographic presence and customer base, long
operating history and low leverage at the start of the industry
downturn.  The company had a debt to EBITDA ratio of 2.3x at
June 30, 2015.  The CFR is restrained by Atwood's cash flow
concentration in fewer rigs relative to larger and higher rated
offshore drillers, increasing financial leverage through 2017 and
limited contract coverage beyond 2016.  The rating also considers
the weak fundamentals of the offshore drilling industry and the
looming large supply of newbuilds that will pressure dayrates and
utilization for all industry participants over the next several
years.

Atwood's ratings could be downgraded if it is unable to sustain
debt/EBITDA below 5x.  Significant unscheduled downtime, delays
between contracts, and weak liquidity will pose the greatest risks
to ratings given Atwood's substantial newbuild capex requirements
through 2016.  To consider an upgrade, Moody's will look for Atwood
Admiral and Atwood Archer to have long term contracts alongside
good contract coverage for the company's other rigs, and a
sustainable leverage below 4x.  Moody's would also look for
improving industry conditions, including stable oil prices and
dayrates when considering a positive action.

The principal methodology used in this rating was the Global
Oilfield Services Industry Rating Methodology published in December
2014.

Atwood Oceanics, Inc. is a Houston, Texas based international
offshore drilling contractor with operations in Australia,
Southeast Asia, West Africa, the US Gulf of Mexico and the
Mediterranean.



BERNARD L. MADOFF: Trustee Goes to Trial in $1.1M Clawback Suit
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the trustee
liquidating Bernie Madoff's bogus securities firm went to trial on
Oct. 14, 2015, in New York seeking to recover $1.1 million from one
of Madoff's former employees, the first trial to be held for a slew
of pending clawback actions.

The trial was over a lawsuit brought by Irving Picard, the trustee
untangling Bernard L. Madoff Investment Securities LLC, against
former BLMIS trader Andrew Cohen.  Though the liquidation of BMIS
has been ongoing since 2008 when Madoff's massive fraud was
exposed.

                    About Bernard L. Madoff

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

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

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

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

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


BETHEL POINT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bethel Point Foundation
           dba Hill Farm Estate
        200 Kauffman Road
        Annville, PA 17003

Case No.: 15-04509

Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Mary D France

Debtor's Counsel: Robert E Chernicoff, Esq.
                  CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: 717 238-6570
                  Fax: 717 238-4809
                  Email: rec@cclawpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Michael O'Quinn, secretary.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb15-04509.pdf


BLACK ELK: Creditors' Panel Hires Okin Adams as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Black Elk Energy
Offshore Operations LLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to retain Okin
& Adams LLP as counsel to the Committee, effective September 22,
2015.

The Committee requires Okin Adams to:

   (a) advise the Committee with respect to its rights, powers,
       and duties in this case;

   (b) assist and advise the Committee in its consultations with
       the Debtor relative to the administration of this case;

   (c) assist the Committee in analyzing the claims of the
       Debtor's creditors and in negotiating with such creditors;

   (d) assist the Committee's investigation of the acts, conduct,
       assets, liabilities, and financial condition of the Debtor
       and of the operation of Debtor's business;

   (e) advise and represent the Committee in connection with
       administrative matters arising in this case, including the
       obtaining of credit, the sale of assets, and the rejection
       or assumption of executory contracts and unexpired leases;

   (f) assist the Committee in its analysis of, and negotiation
       with, the Debtor, or any third party concerning matters
       related to, among other things, the terms of a chapter 11
       plan for the Debtor;

   (g) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in this case;

   (h) review, analyze and respond as necessary to all
       applications, motions, orders, statements of operations and

       schedules filed with the Court, and advise the Committee as

       to their propriety;

   (i) assist the Committee in evaluating claims and causes of
       action, if any, against the Debtor's secured lenders or
       other parties;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   (k) represent the Committee at all hearings and other
       proceedings, and perform such other legal services as may
       be required and are deemed to be in the interests of the
       Committee in accordance with the Committee's powers and
       duties as set forth in the Bankruptcy Code.

Okin Adams will be paid at these hourly rates:

       Matthew S. Okin, Partner       $395
       Brian Roman, Of Counsel        $330
       David Curry, Jr., Of Counsel   $295
       Legal Assistants               $105-$130

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

Matthew S. Okin, partner of Okin Adams, 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.

Okin Adams can be reached at:

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

                          About Black Elk

Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.

Black Elk had total assets of $340 million and total debt of $432
million as of Sept. 30, 2014.

Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors.  Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.  

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

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


BLACK ELK: Hires Slattery Marino as Special Counsel
---------------------------------------------------
Black Elk Energy Offshore Operations, LLC seeks authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Slattery, Marino & Roberts, a Professional Law Corporation
as special counsel, nunc pro tunc to September 1, 2015.

The Debtor will consult Slattery regarding:

   -- the Regulatory Agencies and related regulatory matters;

   -- specific Louisiana legal issues related to same and related
      to oil and gas operations in the Gulf of Mexico; and

   -- daily oil and gas/business issues.

The firm also will assist the Debtor's other professionals in areas
for which it has institutional knowledge and experience.

Prior to the Petition Date, Slattery Marino served as local
Louisiana counsel to the Debtor in relation to various matters and
the Debtor expects that Slattery Marino will continue to provide
similar services to the Debtor on a post-petition basis.

Slattery Marino will be paid at these hourly rates:

       Anthony C. Marino           $575
       Herman E. Garner            $500
       Colleen Jarrott             $400
       Lynn G. Wolf                $400
       Nadege Assale               $400
       Emile Dreuil                $400
       C. Jacob Gower              $300
       Joan Seelman                $285
       Chantelle Sarria            $250
       Attorneys                   $300-$575
       Paralegals                  $250-$285

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

Anthony C. Marino, shareholder of Slattery Marino, 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.
28, 2015, at 1:30 p.m.  

Slattery Marino can be reached at:

       Anthony C. Marino, Esq.
       SLATTERY, MARINO & ROBERTS,
       A PROFESSIONAL LAW CORPORATION
       1100 Poydras Street, Suite 1800
       New Orleans, LA 70163
       Tel: (504) 585-7800
       Fax: (504) 585-7890
       E-mail: amarino@smr-lawfirm.com

                          About Black Elk

Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.

Black Elk had total assets of $340 million and total debt of $432
million as of Sept. 30, 2014.

Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors.  Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.  

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

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


BR ENTERPRISES: Sale of Calif Property Subject to Curto Claim
-------------------------------------------------------------
BR Enterprises sought approval from the U.S. Bankruptcy Court for
the Eastern District of California, Sacramento Division, to sell
its interest in real and personal property located in 75085
Inverness Drive in Indian Wells, California to Carol Pavlick for
$750,000.

The personal property consists of furnishings with a depreciated
book value of $41,542.  The Debtor will sell the Property on an
"as-is" basis and without warranty, subject to all easements and
taxes, agreements, covenants, conditions and restrictions, with the
exception that title to the Property will be transferred free and
clear of all liens, claims, interests and encumbrances of Joe L.
Curto and L. Lavone Curto Family Trust.

The Debtor relates that all unpaid liens against the Real Property
will attach to the net proceeds of the sale of the real property
remaining after payment of approved closing costs.  The Debtor
further relates that such unpaid liens, include, among others, the
Curto Claim with a principal of $558,651 plus accrued interest
thereon at a simple rate of 7% per annum.

A condition to sale is a closing within 60 days of the Aug. 21,
2015 Acceptance Date, which is Oct. 20, 2015.  The Debtor submits
that it is in the best interests of creditors to close any
court-approved sale expeditiously, so as to stop the accrual of
interest on the Curto Claim as soon as possible, and to prevent any
risk of loss of the Buyer or forfeiture in the interim.

The Debtor's Motion was supported by the declaration of Antonio
Rodriguez III, managing partner of BR Enterprises.

               Curto Family Trust Limited Objection

Joe L. Curto and L. Lavone Curto, as Trustees of the Curto Family
Trust, relate that while the Curto proof of claim asserts that the
current interest rate applicable is 7.1% per annum, the Debtor
asserts that the correct rate is actually 7%, and that this is the
only controversy related to Curto's secured claim. The further
contend that it different rates reflect a difference of $558.65 per
year.  They tell the Court that they will acquiesce to the Debtor's
contention.

The Trustees of the Curto Family Trust assert that the Debtor has
not met the burden of proof to establish the existence of a bona
fide dispute before it can rely on the provisions of Section
363(f)(3) to sell property of the estate free and clear of a lien.
They further assert that the Debtor's act of selling the Property
free and clear of the Curto Lien without paying off the Curto Claim
is dysfuctional and makes no sense.

                      BR Enterprises' Reply

The Debtor relates that the Trustees of the Curto Family Trust
remain unwilling to concede to the discharge of all claims they
have or may have against the Debtor, known or unknown, absent a
corresponding release by the Debtor. The Debtor further relates
that so long as there is a dispute over the amount of Curto's
claims against the Debtor, there is a bona fide dispute which
merits a hold-back of funds.

The Debtor proposed several terms and conditions in order to
resolve the Trustees of the Curto Family Trust's limited objection
and allow the sale to close without further delay or holdback of
funds, which include, among others the Debtor's release from any
and all additional claims, known or unknown, which the Trustees of
the Curto Family Trust has or may have against the Debtor existing
as of the Confirmation Date.

                           *     *     *

During the hearing held on Oct. 5, 2015 at 10:00 a.m., Judge
Michael S. McManus held that he will not approve the sale free and
clear of the Curto Family Trust mortgage claim given that the
Trustees of the Curto Family Trust have agreed to the Debtor's
calculation of the Curto Claim.  He relates that the difference in
the calculation is a 0.1% interest rate, which the Trustees of the
Curto Family Trust are willing to relinquish and that the Debtor
agreed to pay the amount sought in the Trustees of the Curto Family
Trust's Objection.

Judge McManus further held that the Debtor has not established a
bona fide dispute with respect to the Curto Claim and that the
Debtor's adamancy of seeking a release of the Curto Family Trust's
"other" claims make no sense, given that the deadline for the
filing of proofs of claim in the case expired on June 25, 2015 and
the Curto Family Trust has filed a single proof of claim against
the estate, secured by the real property being sold.

BR Enterprises is represented by:

          George C. Hollister, Esq.
          HOLLISTER LAW CORPORATION
          655 University Ave., Ste. 200
          Sacramento, CA 95825
          Telephone: (916)488-3400
          E-mail: hollisterlaw@earthlink.net

The Trustees of the Curto Family Trust are represented by:

          L. Scott Keehn, Esq.
          KEEHN LAW GROUP, APC
          401 B Street, Suite 1470
          San Diego, California 92101
          Telephone: (619)400-2200
          Facsimile: (619)400-2201
          E-mail: scottk@keehnlaw.com

                       About BR Enterprises

BR Enterprises, a California Partnership, sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento,
California, on Feb. 27, 2015, without stating a reason.

BR Enterprises owns 20.17 acres of undeveloped ranch located at
East of Interstate 5 and South of Lake California Drive, 2600
acres
of undeveloped ranch property located in Cottonwood California in
Tehama County; and 278 acres of contiguous parcels along HWY I-5.
The properties are valued at $10.5 million, according to the
schedules.

Antonio Rodriguez, III, the managing partner, signed the petition.

The case is assigned to Judge Michael S. McManus.

George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as the Debtor's counsel.

The Debtor, in its amended schedules, disclosed total assets of
$14,422,042 and total liabilities of $4,361,491.  The Debtor
disclosed total assets of $14,422,236 and total liabilities of
$6,961,492 in a prior iteration of the schedules.

A related entity, Shasta Enterprises, sought bankruptcy protection
(Case No. 14-30833) on Oct. 31, 2014.

                           *     *     *

BR Enterprises has won approval of its Amended Disclosure Statement
and is slated to seek confirmation of its Amended Plan  Nov. 2,
2015.



BRIDGEVIEW AEROSOL: Committee's Suit vs. Owners Partially Junked
----------------------------------------------------------------
Siblings John Romano and Linda Romano owned, controlled, managed
and/or directed a network of companies.  Although both John and
Linda are New York residents, they came before the United States
Bankruptcy Court for the Northern District of Illinois when three
of their affiliated companies filed for relief under the Bankruptcy
Code.  All three of the affiliates are New York limited liability
companies, but the first to file was Bridgeview Aerosol, which did
business in Illinois.  Bridgeview was accompanied into bankruptcy
by AeroNuevo, LLC and USAerosols, LLC.

The Official Committee of Unsecured Creditors of Bridgeview
Aerosol, LLC, filed a complaint against the Romano siblings and two
corporate entities controlled by them, The Fountainhead Group, Inc.
and Bunno Boarding, LLC.

U.S. Bankruptcy Judge Pamela S. Hollis entered judgment in favor of
the Defendants on Counts I (in part), II, III, IV and V judgment in
favor of the Plaintiffs on Counts I (in part), VI, VII, VIII, IX
and X.

The adversary proceeding is OFFICIAL COMMITTEE OF UNSECURED
CREDITORS, Plaintiff, v. THE FOUNTAINHEAD GROUP, INC., JOHN F.
ROMANO, LINDA E. ROMANO, and BUNNO BOARDING, LLC, Defendants, ADV.
NO. 11 A 2299 (Bankr. N.D. Ill.).

The bankruptcy case is captioned In re: BRIDGEVIEW AEROSOL, LLC, et
al., Chapter 11, Debtors, CASE NO. 09 B 41021 (Bankr. N.D. Ill.).

A full-text copy of Judge Hollis's memorandum opinion dated
September 28, 2015, is available at http://is.gd/FuhZXvfrom
Leagle.com.

Official Committee of the Unsecured Creditors, Plaintiff is
represented by William Cross, Esq. -- wcross@fslegal.com --
FIGLIULO & SILVERMAN, P.C., Michael K Desmond, Esq. --
mdesmond@fslegal.com -- FIGLIULO & SILVERMAN P.C.

Defendants are represented by Daniel B Berman, Esq. --
dberman@hancocklaw.com -- HANCOCK ESTABROOK LLP, Nancy A. Temple,
Esq. -- ntemple@kattentemple.com -- KATTEN & TEMPLE LLP

                   About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides
manufactures, packages and distributes household cleaning and
automotive aerosol products.  Affiliate AeroNuevo owns the real
property on which BVA operates.  USAerosols is the parent company
of BVA and AeroNuevo.

Bridgeview Aerosol and its affiliates filed for Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 09-41021) on Oct. 30,
2009.  Steven B. Towbin, Esq., at Shaw Gussis et al., assists the
Debtors in their restructuring efforts.  Bridgeview Aerosol
estimated $10 million to $50 million in assets and debts as of the
Petition Date.

Adam P. Silverman, Esq., and Henry B. Merens, Esq., at Adelman &
Gettleman, Ltd., represents the Official Committee of Unsecured
Creditors.

On Nov. 19, 2009, William T. Neary, the U.S. Trustee for Region
10, amended the appointment of the Official Committee of Unsecured
Creditors.  The Committee now consist of (i) Ball Aerosol &
Speciality Container; (ii) Black Flag Brands LLC; (iii) Pennock
Company; (iv) Diversified CPC International; (v) Laser Tool Inc.;
(vi) Berry Plastics Corporation; and (vii) Batavia Container, Inc.


BUNKERS INTERNATIONAL: ARC Seeks Protection for Fuel Products
-------------------------------------------------------------
ARC Terminals Holdings LLC asks the U.S. Bankruptcy Court for the
Middle District of Florida, Orlando Division, to establish adequate
protection as a condition of debtors Bunkers International Corp.,
et. al.'s use or sale of property of the estate consisting of
stored fuel products.

ARC and Debtor Atlantic Gulf Bunkering, LLC ("AGB") are parties to
a prepetition Terminalling Agreement, pursuant to which ARC
warehouses certain petroleum products for AGB.

ARC relates that as of the Petition Date, the Debtor had accrued
past-due amounts owed to ARC for storage and related costs in the
amount of $127,646.  ARC further relates that subsequent to the
Petition Date, the Debtor has incurred additional storage charges
of $202,800, or $101,400 each month for September and October 2015,
none of which have been paid.  ARC contends that upon completion of
the Agreement, the Debtor is required to pay for the cleaning of
the specified segregated storage tanks and associated piping at
cost plus 15%.  ARC estimates that the costs for the facility
cleaning and disposal costs under the Agreement will be
approximately $250,000.

ARC contends that it is entitled to a warehouseman's lien on the
stored products for amounts due from AGB under the Agreement.  ARC
further contends that because it is a secured creditor and
understands that AGB will be requesting that ARC deliver the stored
fuel products to which its lien attaches to customers of AGB, it
requests that the Court permit ARC's lien to attach to the proceeds
of the sale of such fuel products to the same extent, validity and
priority as such lien had on the petition date and require the
Debtor to either pay the balances due to ARC or escrow sufficient
cash proceeds in a segregated account to ensure that ARC's interest
is adequately protected during the Debtor's bankruptcy case.

ARC Terminals Holdings LLC is represented by:

          Steven M. Abramowitz, Esq.
          VINSON & ELKINS LLP
          666 Fifth Avenue, 26th Floor
          New York, NY 10103-0040
          Telephone: (212)237-0137
          Facsimile: (917)849-5381
          E-mail: sabramowitz@velaw.com

                   - and -

          Adam Lawton Alpert, Esq.
          J. Carter Andersen, Esq.
          BUSH ROSS, P.A.
          Post Office Box 3913
          Tampa, Florida 33601-3913
          Telephone: (813)244-9255
          Facsimile: (813)223-9620
          E-mail: aalpert@bushross.com
                  canderson@bushross.com

                About Bunkers International Corp.

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

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

Guy Gebhardt, acting U.S. trustee for Region 21, appointed three
creditors of Bunkers International Corp. to serve on the company's
official committee of unsecured creditors.



BURCAM CAPITAL: Suit Against USBank Partially Dismissed
-------------------------------------------------------
Judge Stephani W. Humrickhouse of the United States Bankruptcy
Court for the Eastern District of North Carolina, Raleigh Division,
granted the motion for partial summary judgment filed by U.S. Bank
National Association and CWCapital Asset Management, LLC, as to
Count Five of Burcam Capital II, LLC's First Amended Complaint.

On April 15, 2013, Burcam Capital initiated substantially identical
adversary proceedings against the defendants (Adv. Pro. No.
13-00064-8-SWH), and against Bank of America, N.A. and CWCapital
(Adv. Pro. No. 13-00063-8-SWH).  It filed its First Amended
Complaint on October 10, 2014.

On March 11, 2015, U.S. Bank and CWCapital filed a motion for
summary judgment solely with regard to Burcam Capital's Fifth Claim
for Relief, contending that the claim was barred in its entirety by
the Rooker-Feldman doctrine and res judicata.  The said claim
sought declaratory judgment on the invalidity of loan documents and
chain of title to two notes on which Burcam Capital is the
borrower.  U.S. Bank and CWCapital asserted that the validity of
the subject loan documents and the chains of title were determined
by the foreclosure order entered by the Clerk of Court on June 4,
2012.

Judge Humrickhouse stated that the Rooker-Feldman doctrine applies
to foreclosure orders issued by Clerks of Court.  The judge found
that Fifth Claim for Relief is an attempt to seek federal court
review of issues decided by, or inextricably intertwined with, the
foreclosure order, and as such, is barred by the Rooker-Feldman
doctrine.

The adversary proceeding is BURCAM CAPITAL II, LLC Plaintiff, v.
U.S. BANK NATIONAL ASSOCIATION, and CWCAPITAL ASSET MANAGEMENT, LLC
Defendants, ADVERSARY PROCEEDING NO. 13-00064-8-SWH-AP  (Bankr.
E.D.N.C.).

The bankruptcy case is IN RE: BURCAM CAPITAL II, LLC DEBTOR, CASE
NO. 12-04729-8-SWH (Bankr. E.D.N.C.).

A full-text copy of Judge Humrickhouse's September 24, 2015, order
is available at http://is.gd/SJeRW1from Leagle.com.

Burcam Capital II, LLC is represented by:

          F. Hill Allen, Esq.
          Randall M. Roden, Esq.
          THARRINGTON SMITH, LLP
          Wells Fargo Capitol Center
          150 Fayetteville Street, Suite 1800
          Raleigh, NC 27602
          Tel: (919) 821-4711
          Fax: (919) 829-1583
          Email: hallen@tharringtonsmith.com
                 rroden@tsmithlaw.com

            -- and --

          William P Janvier, Esq.
          Samantha Y. Moore, Esq.
          Justine S. O'Connor-Petts, Esq.
          JANVIER LAW FIRM, PLLC
          1101 Haynes St., Suite 102
          Historic Pilot Mill
          Raleigh, NC 27604
          Tel: (919) 582-2323
          Fax: (866) 809-2379

U.S. Bank National Association  is represented by:

          Constance Young, Esq.
          WOMBLE CARLYLE SANDRIDGE & RICE, LLP
          One Wells Fargo Center
          Suite 3500, 301 South College Street
          Charlotte, NC 28202-6037
          Tel: (704) 331-4900
          Fax: (704) 331-4955
          Email: cyoung@wcsr.com

                 About Burcam Capital

Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II
LLC filed for Chapter 11 protection (Bankr. E.D.N.C. Case No.
12-04729) on June 28, 2012.  Judge J. Rich Leonard presides over
the Company's case.  Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.


BURCAM CAPITAL: Suit vs. BofA, CWCapital Partially Dismissed
------------------------------------------------------------
Judge Stephani W. Humrickhouse of the United States Bankruptcy
Court for the Eastern District of North Carolina, Raleigh Division,
granted the motion for partial summary judgment filed by Bank of
America, N.A., and CWCapital Asset Management, LLC, as to Count
Five of Burcam Capital II, LLC's First Amended Complaint.

On April 15, 2013, Burcam Capital initiated substantially identical
adversary proceedings against BofA and CWCapital (Adv. Pro. No.
13-00063-8-SWH), and against U.S. Bank National Association and
CWCapital (Adv. Pro. No. 13-00064-8-SWH).  Burcam filed its First
Amended Complaint on October 10, 2014.

On March 11, 2015, BofA and CWCapital filed a motion for summary
judgment solely with regard to Burcam Capital's Fifth Claim for
Relief, contending that the claim was barred in its entirety by the
Rooker-Feldman doctrine and res judicata.  The said claim sought
declaratory judgment on the invalidity of loan documents and chain
of title to two notes on which Burcam Capital is the borrower.
BofA and CWCapital asserted that the validity of the subject loan
documents and the chains of title were determined by the
foreclosure order entered by the Clerk of Court on June 4, 2012.

Judge Humrickhouse stated that the Rooker-Feldman doctrine applies
to foreclosure orders issued by Clerks of Court.  The judge found
that Fifth Claim for Relief is an attempt to seek federal court
review of issues decided by, or inextricably intertwined with, the
foreclosure order, and as such, is barred by the Rooker-Feldman
doctrine.

The bankruptcy case is IN RE: BURCAM CAPITAL II, LLC DEBTOR, CASE
NO. 12-04729-8-SWH (Bankr. E.D.N.C.).

The adversary proceeding is BURCAM CAPITAL II, LLC Plaintiff v.
BANK OF AMERICA, N.A., and CWCAPITAL ASSET MANAGEMENT, LLC
Defendants, ADVERSARY PROCEEDING NO. 13-00063-8-SWH-AP (Bankr.
E.D.N.C.).

A full-text copy of Judge Humrickhouse's September 24, 2015 order
is available at http://is.gd/btcKoufrom Leagle.com.

Burcam Capital II, LLC is represented by:

          F. Hill Allen, Esq.
          Randall M. Roden, Esq.
          THARRINGTON SMITH, LLP
          Wells Fargo Capitol Center
          150 Fayetteville Street, Suite 1800
          Raleigh, NC 27602
          Tel: (919) 821-4711
          Fax: (919) 829-1583
          Email: hallen@tharringtonsmith.com
                 rroden@tsmithlaw.com

            -- and --

          William P Janvier, Esq.
          Samantha Y. Moore, Esq.
          Justine S. O'Connor-Petts, Esq.
          JANVIER LAW FIRM, PLLC
          1101 Haynes St., Suite 102
          Historic Pilot Mill
          Raleigh, NC 27604
          Tel: (919) 582-2323
          Fax: (866) 809-2379

Bank of America, N.A., successor by merger to LaSalle Bank National
Association, as Trustee for the Registered Holders of Mezz Cap
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certifica is represented by:

          Constance Young, Esq.
          WOMBLE CARLYLE SANDRIDGE & RICE, LLP
          One Wells Fargo Center
          Suite 3500, 301 South College Street
          Charlotte, NC 28202-6037
          Tel: (704) 331-4900
          Fax: (704) 331-4955
          Email: cyoung@wcsr.com

                     About Burcam Capital

Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II
LLC filed for Chapter 11 protection (Bankr. E.D.N.C. Case No.
12-04729) on June 28, 2012.  Judge J. Rich Leonard presides over
the Company's case.  Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.


BUTLER LOGGING: Ch. 7 Trustee's Suit vs. Hall Oil Dismissed
-----------------------------------------------------------
Judge Susan D. Barrett of the United States Bankruptcy Court for
the Southern District of Georgia granted Hall Oil Company's Motion
to Dismiss the complaint filed by the Chapter 7 Trustee for Butler
Logging Inc.

Hall Oil argued that the complaint was barred by the statute of
limitations.  Judge Barrett found that Section 108(a) of the
Bankruptcy Code may not be used to extend the statute of
limitations in this case.

The adversary proceeding is TODD BOUDREAUX, CHAPTER 7 TRUSTEE
Plaintiff, v. HALL OIL COMPANY, Defendant, ADVERSARY PROCEEDING NO.
15-03002 (Bankr. S.D.Ga.).

The case is captioned IN RE: BUTLER LOGGING, INC., Chapter 7,
Debtor, CASE NO. 11-30148 (Bankr. S.D.Ga.).

A full-text copy of Judge Barrett's opinion and order dated
September 17, 2015, is available at http://is.gd/gjnEnHfrom
Leagle.com.

Todd Boudreaux, Chapter 7 Trustee, Plaintiff, represented by:

         Jenna Blackwell Matson, Esq.
         SHEPARD PLUNKETT HAMILTON BOUDREAUX LLP
         7013 Evans Town Center Boulevard, Suite 303
         Evans, GA 30809-4215
         Phone: 706-955-1670
         Fax: 706-868-6788

Hall Oil Company, Defendant, represented by Anna Mari Humnicky,
Esq. -- AHumnicky@cpmas.com -- COHEN POLLOCK MERLIN & SMALL PC, Gus
H. Small, Esq. -- GSmall@cpmas.com -- COHEN POLLOCK MERLIN & SMALL
PC.

Butler Logging, Inc., filed a Chapter 11 Petition on April 1, 2011
(Bankr. S.D. Ga., Case No. 11-30148).


CAL DIVE: Has Until Dec. 31, 2015 to File Plan
----------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave Cal Dive International, Inc., et al.,
until Dec. 31, 2015, to file their plan of reorganization and until
Feb. 29, 2016, to solicit acceptances of their plan.

The Debtors told the Court that an extension of the exclusivity
periods will provide them with adequate time to complete their
restructuring initiatives while the Chapter 11 case is administered
as efficiently as possible for the benefit of their stakeholders
and other parties in interest.  Terminating the exclusivity periods
could substantial, if not irreparable, harm to the efforts to
preserve and maximize the value the estates because it would
distract the estate professionals from their current efforts to
conclude these cases in an efficient manner and would result in the
incurrence of substantial fees that the estates cannot bear, the
Debtors added.

                         About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe.  Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell non-
core assets and intends to reorganize or sell as a going concern
its core subsea contracting business.

Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker
LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as
claims and noticing agent.  The Debtors also tapped Carl Marks
Advisory Group LLC as crisis managers and appoint F. Duffield
Meyercord as chief restructuring officer.

The U.S. Trustee for Region 3 amended the committee of unsecured
creditors in the case from five-member committee to four members.
The Committee retained Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC
as exclusive investment banker.

Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.


CALIFORNIA COMMUNITY: Amended DIP Financing Order Entered
---------------------------------------------------------
California Community Collaborative, Inc., sought and obtained from
the U.S. Bankruptcy Court for the Eastern District of California an
amended order authorizing it to obtain up to $2,200,000 of
financing from Triwest Financial Group, Inc.  The amended order
provides that the borrowing will not be consummated until these
conditions are satisfied:

   a. The Debtor and Triwest will have delivered to California Bank
& Trust those documents reasonably necessary to effect the
subordination of the security interest of Triwest to the existing
security interest of the Bank.

   b. The permit drawings for the tenant improvements to the
Debtor's real property will have been submitted to proper
governmental authorities no later than June 30, 2015.

   c. The Debtor will have made the payment due to the County of
San Bernardino under the court's order authorizing the use of cash
collateral due June 17, 2015; and

   d. The conditional use permit for the tenant improvements to the
Debtor's real property will have been approved not later than Sept.
30, 2015.

                     About California Community

California Community Collaborative, Inc., owns and rents to
non-residential tenants an office building located at 655 West 2nd
Street, San Bernardino, California.  The building was previously a
Mervyn's retail shopping center before it was acquired and later
remodeled into a two-story, 88,000 square foot office building. The
company was formed by Merrell Schexnydre, who is presently the sole
shareholder and president. The Judicial Council of California
leases about 26,000 square feet of space at the building.

California Community filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Cal. Case No. 14-26351) on June 17, 2014.  Mr. Schexnydre
signed the petition.  Judge Christopher M. Klein presides over the
case.

The Debtor estimated assets of at least $10 million and liabilities
of $1 million to $10 million.

The Debtor tapped Meegan, Hanschu & Kassenbrock as counsel and
CBRE-Inland Commercial Real Estate as broker.

                           *     *     *

California Community on March 26, 2015, filed a proposed
reorganization plan that proposes to pay off unsecured in full in
three years.

The Debtor on May 11, 2015, won approval from the Bankruptcy Court
to enter into a 10-year lease with Rex and Margaret Fortune School
of Education for 39,000 square feet of space at the Debtor's
property.   The Debtor also won approval to borrow as much as
$2,200,000 for the purpose of funding a $1,775,000
tenant-improvement allowance under the lease and for funding the
Debtor's operations.

From $12 million as of the bankruptcy filing, the Debtor believes
the value of the property has risen to $15 million to $16 million
after the execution of the Fortune lease in March 2015.

The Court has continued to Nov. 4, 2015 the hearing to consider
approval of the disclosure statement explaining the terms of the
Plan.


CANOLLI FREIGHT: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Canolli Freight, LLC
           fdba Canolli Freight, Inc.
        3816 Julian Street
        Keller, TX 76244

Case No.: 15-34228

Chapter 11 Petition Date: October 19, 2015

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

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Jeton Canolli, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-34228.pdf


CASIANO COMMUNICATIONS: Encanto's Bid to Alter DS Order Denied
--------------------------------------------------------------
Judge Brian K. Tester of the United States Bankruptcy Court for the
District of Puerto Rico denied the motion filed by Encanto Group,
LLC, to alter or amend the court's order filed and entered on
August 20, 2015.

The court previously determined that the Disclosure Statement
explaining Casiano Communications, Inc.'s Plan, which contains the
purchase offer of Ferrer Faass & Co., LLC, is the best and highest
bid.  However, Encanto argued that the court relied on certain
factors to establish a difference between FFC's and Encanto's
proposals that led to an inadequate interpretation.  Encanto
asserted that its financial depth and experience in the call center
industry make its proposal far superior than the FFC proposal.

Judge Tester determined that Encanto has failed to articulate a
basis to reconsider or request any appropriate relief.  The judge
stated that each and every allegation made by Encanto in its motion
could have and should have been raised by Encanto prior to the
entry of the Opinion & Order.

The case is IN RE: CASIANO COMMUNICATIONS INC, DIRECT RESPONSOURCE
INC, Chapter 11, Consolidated Debtors, CASE NO. 14-08258 (Bankr.
D.P.R.).

A full-text copy of Judge Tester's September 21, 2015 opinion and
order is available at http://is.gd/Hb7uQYfrom Leagle.com.

CASIANO COMMUNICATIONS INC is represented by:

          Jose F. Cardona Jimenez, Esq.
          CARDONA JIMENEZ LAW OFFICE PSC
          PO Box 9023593
          San Juan, PR 009023593
          Tel: (787) 724-1303
          Fax: (787) 724-1369

            -- and --

          Gerardo A. Carlo Altieri, Esq.
          Kendra Loomis, Esq.
          G.A. CARLO-ALTIERI LAW OFFICES, LLC
          254 C/ San Jose, 3er Piso
          Old San Juan, PR 00901
          Tel: (787) 533-1400
          Fax: (787) 520-6003

            -- and --

          Fernando O. Zambrana Aviles
          Miramar Plaza, 954 Ponce de Leon Avenue
          5th Floor
          San Juan, PR 00907
          Tel: (787) 919-0026
          Fax: (787) 200-6559

Casiano Communications, Inc., aka Casiano Communications, aka CCI,
aka Manuel A. Casiano, Inc., sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 3, 2014 (Bankr. D.P.R., Case No.
14-08258). The Debtor’s counsel are Gerardo A Carlo Altieri,
Esq., Kendra Loomis, Esq., and Fernando O. Zambrana Aviles, Esq.
The petition was signed by Manuel A. Casiano Asencio, Chairman &
CEO. A list of the Debtor’s 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb14-08258.pdf


CASIANO COMMUNICATIONS: Lender Ordered to File Interest Estimate
----------------------------------------------------------------
Before the United States Bankruptcy Court for the District of
Puerto Rico is Encanto Group LLC's Motion Submitting Itemization of
Amounts Owed Pursuant to the Order Authorizing Post-Petition
Financing From Encanto Dated November 12, 2014, the Objection filed
by Ferrer Faass & Co., LLC, Casiano Communications Inc.'s
Opposition, and Encanto's Response.

Encanto alleges it is owed a total of $1,304,285 from the loan,
interest, legal fees and advisor fees.

U.S. Bankruptcy Judge Brian K. Tester ordered Encanto to file with
the court a legible calculation of the interest owed on the loan
amount from the date of disbursement until September 30, 2015.

The calculation will use the interest rate of 13.25% from
disbursement of the monies loaned until June 16, 2015.  Thereafter,
from June 17, 2015, until September 30, 2015, the calculation of
the interest will be at the default rate of 19.875%.  The total
amount allowed by the court to Encanto in full payment of the
Debtors' obligations as to the indemnification claims, and costs
and expenses of Encanto's counsel and advisors in relation to the
post-petition financing is $57,699.

The bankruptcy case is captioned IN RE: CASIANO COMMUNICATIONS
INC., DIRECT RESPONSOURCE INC., Chapter 11, Consolidated Debtors,
NO. 14-08258 (Bankr. D.P.R.).

A full-text copy of Judge Tester's Opinion and Order dated
September 25, 2015, is available at http://is.gd/pyuCNvfrom
Leagle.com.

CASIANO COMMUNICATIONS INC, Debtor, represented by Jose F Cardona
Jimenez, Esq., CARDONA JIMENEZ LAW OFFICE PSC, Gerardo A. Carlo
Altieri, Esq., G.A., CARLO-ALTIERI LAW OFFICES, LLC, Kendra Loomis,
Esq., Fernando O, Zambrana Aviles, Esq.

Casiano Communications, Inc., aka Casiano Communications, aka CCI,
aka Manuel A. Casiano, Inc., sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 3, 2014 (Bankr. D.P.R., Case No.
14-08258).  The Debtor's counsel are Gerardo A Carlo Altieri, Esq.,
Kendra Loomis, Esq., and Fernando O. Zambrana Aviles, Esq.  The
petition was signed by Manuel A. Casiano Asencio, Chairman & CEO.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-08258.pdf


CHINO HILLS CAR WASH: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Chino Hills Car Wash, Inc.
        1920 Starvale Road
        Glendale, CA 91207

Case No.: 15-26036

Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Julia W. Brand

Debtor's Counsel: Raymond H Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd Ste 120
                  Los Angeles, CA 90025
                  Tel: 310-473-3511
                  Fax: 310-473-3512
                  Email: ray@averlaw.com

Total Assets: $1.68 million

Total Liabilities: $4.15 million

The petition was signed by Vahe Ter-Galstanyan, president/chief
executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-26036.pdf


CLUB ONE CASINO: Has Interim OK to Use $1.5MM Cash Collateral
-------------------------------------------------------------
Club One Casino, Inc., sought and obtained the Bankruptcy Court's
permission to use cash collateral to pay, among things, obligations
to its gaming customers, its employees and its utility providers.
The Court authorized the Debtor to use up to $1,559,165 of cash
collateral through Nov. 10, 2015.

KMGI, Inc., COCI's largest senior and secured creditor, is
currently owed $24,290,150.

The Debtor will provide the Senior Lender with adequate protection
by continuing to operate its business, generating income, giving a
replacement lien on post-petition assets and paying monthly
adequate protection fees.

Pursuant to the Interim Order, the Debtor is not authorized to pay
the following budgeted expenses at this time:

   a. KMGI, Inc.: $50,000
   b. Other Professional Services: $9,500
   c. Professional Expenses - William Zender: $12,500
   d. Professional Expenses - GlassRatner: $25,000

The Debtor proposes to use cash collateral through March 31, 2016,
in the amount of $10,485,157.

A further hearing will be held on Nov. 10, 2015, at 2:30 p.m.
The further hearing may be a final hearing on the Motion or be
treated as a scheduling conference at which time an evidentiary
hearing, if necessary, will be scheduled.

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

    http://bankrupt.com/misc/27_CLUBONE_InterimOrdCollateral.pdf

                         About Club One Casino

Club One Casino, Inc. and Club One Acquisition Corp. filed Chapter
11 bankruptcy petitions (Bankr. E.D. Calif. Case No. 15-14017 and
15-14021, respectively) on Oct. 14, 2015.  The petitions were
signed by Kyle R. Kirkland was president.  The Debtors estimated
both assets and liabilities in the range of $10 million to $50
million.

Club One Casino, Inc. operates a card room in Fresno, California.
Its facilities include banquets, a bar, and a restaurant.  Club One
Acquisition Corp. is a holding company for Club One's stock.
     
Belden Blaine, LLP and Klein, Denatale, Goldner, Cooper, Rosenlieb
                & Kimball, LLP represent the Debtors as counsel.

Judge Rene Lastreto II is assigned to the case.


CLUB ONE CASINO: Section 341 Meeting Set for November 18
--------------------------------------------------------
There will be a meeting of creditors in the bankruptcy case of Club
One Casino, Inc. on Nov. 18, 2015, at 10:30 a.m. at Fresno Meeting
Room 1452.  Proofs of claim are due by Feb. 16, 2016.

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

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

                       About Club One Casino

Club One Casino, Inc. sought Chapter 11 bankruptcy protection
(Bankr. E.D. Calif. Case No. 15-14017) on Oct. 14, 2015.  The
petition was signed by Kyle R. Kirkland was president.  The Debtor
estimated both assets and liabilities in the range of $10 million
to $50 million.

Belden Blaine, LLP and Klein, Denatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP represent the Debtor as counsel.

Judge Rene Lastreto II is assigned to the case.

Club One Casino, Inc. operates a card room in Fresno, California.
Its facilities include banquets, a bar, and a restaurant.

The Company's subsidiary, Club One Acquisition Corp., also filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
15-14021).


COMMERCIAL BARGE: Moody's Affirms B2 CFR & Rates $1.1BB Loan B2
---------------------------------------------------------------
Moody's Investors Service affirmed Commercial Barge Line Company's
("CBLC") B2 Corporate Family and B2-PD Probability of Default
ratings, and assigned a B2 rating to the company's new $1,100
million first lien term loan B due 2022, and a Caa1 rating to its
new $200 million second lien term loan due 2023.  The aggregate
proceeds of the proposed term loans plus an incremental draw on the
company's unrated ABL revolver, which the company is upsizing by
$50 million to $550 million, are expected to fund the acquisition
of AEP Resources, Inc. and its subsidiary AEP River Operations,
LLC. ("River Ops") for approximately $$550MM plus the assumption of
capital leases.  Additionally, the proceeds are anticipated to be
used for repayment of the company's $450 million senior secured 1st
lien term loan, TL-B due September 2019 (rated B3), and its $200
million senior secured 2nd lien term loan, TL-B due March 2020
(rated Caa1).  The ratings of these obligations will be withdrawn
upon close of the transaction.  The rating outlook is stable.

Ratings Rationale:

The B2 CFR reflects CBLC's increased scale post-merger, making it
one of the largest inland operators in the domestic liquid and dry
cargo barge transportation segments.  Moody's anticipates 2015
Debt/EBITDA of about 4.7 times and EBIT/Interest of about 1.7 times
(after Moody's standard adjustments) pro-forma for the acquisition.
Moody's also anticipates operating margins of around 20% and free
cash flow generation of at least $100 million through 2016.  This
is based on broad-based demand across the liquids, grain and other
dry commodity sectors, despite some downward macroeconomic
pressure, and achievement of some cost synergies. Additionally,
Moody's expects some increased business from new customers where
there is no overlap between River Ops and CBLC. Moody's believes
that CBLC has some flexibility to reduce operating costs and
capital expenditures should lower than anticipated demand for the
company's services or barges materialize.  Liquidity is adequate,
with ample availability on the proposed unrated revolving credit
facility and no near-term debt maturities.  These factors should
produce credit metrics that support the B2 CFR.

The B2 rating on the first lien term loan, equivalent to the
corporate family rating, reflects the higher enterprise value of
CBLC after the merger as well as the preponderance of first lien
debt in the company's capital structure.  The rating also reflects
the higher priority of claim of the revolver because it has a first
lien on the majority of the company's assets.  Moody's believes the
security package of the revolver would provide for a higher
recovery relative to that of the first lien term debt.  The Caa1
rating on the second lien term loan is based on its junior interest
in the same collateral package as the first lien.

The stable outlook reflects Moody's belief that industry
fundamentals will support utilization rates and freight rates
through 2016, allowing CBLC to generate positive free cash flow
during this period while reducing leverage, with a focus on
integrating River Ops through 2016.  The outlook also reflects
Moody's expectation that credit metrics will remain reflective of
at least the B2 rating category.  The limitation on future
dividends helps mitigate the risk of higher leverage due to
financial policy changes.

The rating could be downgraded if demand and freight rates trail
expectations, leading to EBIT margin below 5%, Debt to EBITDA
sustained above 5.5 times, Funds from Operations ("FFO") + Interest
to Interest at about 2.0 times, FFO to Debt below 10% and/or
sustained negative free cash flow generation.  Event risk
associated with a large debt-funded acquisition will be limited
since the credit agreement will contain an incurrence test for
Permitted Acquisitions that of a Consolidated Net Total Leverage
Ratio of no more than 5.5 times.

A positive rating action could follow if the company shows evidence
of successful integration of River Ops while sustaining positive
free cash flow with Debt to EBITDA below 4.0 times, FFO + Interest
to Interest above 3.5 times or FFO to Debt above 15%, and a
stronger liquidity profile.

Moody's assigned these ratings:

Issuer: Commercial Barge Line Company

  Proposed Senior Secured First Lien Term Loan B due 2022, B2
   (LGD4)
  Proposed Senior Secured Second Lien Term Loan due 2023, Caa1
   (LGD 5)

Moody's affirmed these ratings:

Issuer: Commercial Barge Line Company

  Corporate Family Rating, B2;
  Probability of Default Rating, B2-PD;
  Senior Secured First Lien Term Loan, TL-B due 2019, B3 (LGD4);
  Senior Secured Second Lien Term Loan, TL-B due 2020, Caa1
   (LGD5);

The outlook is Stable.

The principal methodology used in this rating was Global Shipping
Industry published in February 2014.

Commercial Barge Line Company, headquartered in Jeffersonville,
Indiana, is the sole first tier subsidiary of American Commercial
Lines, Inc. also headquartered in Jeffersonville, Indiana. ACL is
one of the largest integrated marine transportation and services
companies in the United States, providing barge transportation and
related services, and construction of barges, towboats and other
vessels.

ACL I Corporation, headquartered in Beverly Hills, California, is
the direct parent of ACL and is ultimately controlled by certain
private investment funds controlled by Platinum Equity.



CORNERSTONE HOMES: Court OKs Andrew Kachaylo as Trustee's Realtor
-----------------------------------------------------------------
Michael H. Arnold, the Chapter 11 trustee of Cornerstone Homes,
Inc., sought and obtained permission from the Hon. Paul R. Warren
of the U.S. Bankruptcy Court for the Western District of New York
to employ Andrew Kachaylo as the Trustee's realtor.

The Trustee requires the realtor to list for sale and locate a
buyer the Debtor's parcels of real properties in the City of
Rochester and Southern Tier of New York.

Mr. Kachaylo has proposed to be compensated for his services as
follows:

   (a) If a residential property is sold through conventional
means, such as listing in the multiple listing services, open
houses, lawn signs, etc., the realtor would seek a commission in
the amount of 6% of the sale price. That proposed commission is
customary for the sale of similarly situated residential real
property in this jurisdiction.

   (b) If a property is sold by auction, including live auction,
sealed bid auction, on-line auction, etc., Mr. Kachaylo would
charge a buyer’s premium, in the amount of 10% of the sale price.
He would not seek any further compensation from the estate.

The Trustee 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.

Mr. Kachaylo can be reached at:

       Andrew Kachaylo
       RE/MAX HOMETOWN CHOICE
       5989 Big Tree Road
       Lakeville, NY 14480
       Tel: (585) 738-7059

                    About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is engaged
in the business of buying, selling and leasing single family homes
in the State of New York, with such properties primarily located in
the South Central and South Western portions of the State.

Cornerstone Homes Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-21103) on July 15, 2013, in Rochester alongside a
reorganization plan already accepted by 96 percent of unsecured
creditors' claims.

The Debtor disclosed assets of $18.6 million and liabilities of
$36.2 million.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel.  The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure Statement
on Jan. 3, 2014.  The Amended Plan supersedes the Plan Cornerstone
prepared prior to filing for bankruptcy.  The Debtor intends to
liquidate properties over a period of time, so as to achieve
maximum recovery for the creditors while avoiding a deleterious
effect on the housing market.  The Plan provides for a distribution
of $1 million as an Unsecured Distribution Amount.  

Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to appoint
a Chapter 11 trustee to replace management.  The Court approved the
appointment of Michael H. Arnold, Esq., as Chapter 11 trustee.  He
is represented by his law firm, Place and Arnold as his counsel.

Michael H. Arnold, Chapter 11 trustee, is represented by the firm
of Place and Arnold.  LeClairRyan and Barclay Damon LLP serve as
his special counsel.


CORNHUSKER RBM: Libertyville Fails in Bid to Dismiss Clawback Suit
------------------------------------------------------------------
Judge Jack B. Schmetterer of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, denied
Libertyville Imaging Associates' motion to dismiss the adversary
proceeding captioned Joji Takada, Chapter 7 Trustee of Diagnostic
P.E.T. Network, LLC, Plaintiff, v. Libertyville Imaging Associates,
Defendant, ADVERSARY NO. 15-AP-443 (Bankr. N.D. Ill.).

The adversary proceeding relates to the bankruptcy case filed by
P.E.T. Network, LLC, one of a number of related entities that was
consolidated with the Cornhusker RBM, LLC bankruptcy.  Originally,
the bankruptcy case was filed as a Chapter 11, but was eventually
converted to Chapter 7, and Joji Takada was appointed the Trustee.
He filed a number of adversary proceedings seeking recovery of
payments previously made by P.E.T. Network or fraudulent
conveyance, and this was one such case.  He also sought recovery of
the avoided transfer, and for disallowance of Libertyville Imaging
Associates' claim until the avoided transfer is returned to the
estate.  The Defendant filed a document which it styles a motion to
dismiss, but which laid out its affirmative defenses.

The case is captioned In re: Cornhusker RBM, LLC, et. al., Chapter
7, Debtors, BANKRUPTCY NO. 13-BK-26443 (Bankr. N.D. Ill.).

A full-text copy of Judge Schmetterer's Memorandum Opinion dated
September 16, 2015, is available at http://is.gd/lOS7gfat
Leagle.com.

Cornhusker RBM, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on June 23, 2013 (Bankr. N.D. Ill., Case No.
13-26443).  The case is assigned to Judge Jack B. Schmetterer.  The
Debtors' counsel are Paul M. Bauch, Esq., Kenneth A. Michaels, Jr.,
Esq., and Carolina Y. Sales, Esq., at Bauch & Michaels LLC, in
Chicago, Illinois.


DELTA MECHANICAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                   Case No.
        ------                                   --------
        Delta Mechanical Inc.                    15-13316
        6056 E. Baseline Rd.
        Suite 155, Mesa, AZ 85206

        Nevada Delta Mechanical, Inc.            15-13327
        CD Plumbing Inc.                         15-13328
        Arizona Delta Mechanical, Inc.           15-13330
        California Delta Mechanical, Inc.        15-13331
        Georgia Delta Mechanical, Inc.           15-13332
        New Mexico Delta Mechanical, Inc.        15-13334
        Colorado Delta Mechanical Inc.           15-13335
        Carolina Delta Mechanical, Inc.          15-13336
        Michigan Delta Mechanical, Inc.          15-13338
        Florida Delta Mechanical, Inc.           15-13339
        Texas DMI, Inc.                          15-13341
        Delta Mechanical, Inc.                   15-13342

Nature of Business: HVAC/Plumbing

Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. George B. Nielsen Jr.

Debtors' Counsel: John J. Hebert, Esq.
                  Philip R. Rudd, Esq.
                  Wesley D. Ray, Esq.
                  POLSINELLI PC
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: 602-650-2011
                  Fax: 602-391-2546
                  Email: jhebert@polsinelli.com
                         prudd@polsinelli.com
                         wray@polsinelli.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Todor Kitchukov, president.

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


DEWEY & LEBOEUF: Mistrial Looms as Jury Fights Deadlock
-------------------------------------------------------
Christine Simmons at The Am Law Daily reported that jurors in the
Dewey & LeBoeuf criminal trial stuck it out for one more day of
deliberations on Oct. 14, 2015, laboring uneventfully even as the
months-long trial threatened to end in a mistrial.

Oct. 14, was the 18th full day of deliberations in the trial of
Dewey & LeBoeuf chairman Steven Davis, former executive director
Stephen DiCarmine and former chief financial officer Joel Sanders.
Over nearly four weeks of deliberations, the Manhattan jury has
twice complained of deadlock—and twice delivered partial verdicts
that cleared Dewey's former leaders of relatively minor charges.
Prosecutors accuse the trio of overseeing a scheme to conceal the
firm's true financial condition from lenders and investors before
Dewey & LeBoeuf finally collapsed in 2012.  Each defendant faces
years in prison if convicted.

A juror's illness over several days had delayed the deliberations,
and the defense on Oct. 13, requested that an alternate replace
him.  The defense said the sick juror indicated that he was
sleeping during deliberations and not participating.

But Acting Manhattan Supreme Court Justice Robert Stolz denied the
request, and the juror appeared Wednesday morning reporting that he
was feeling better.  The jury was mostly silent during
deliberations on Oct. 14, with just one request for the court: more
markers for their whiteboard.

Over the past week, the jury has sent two notes reporting that it
could not reach a verdict on the majority of the charges, prompting
Stolz both times to ask them to deliver partial verdicts.  Jurors
have so far acquitted the trio of multiple falsifying business
record counts, but the executives still collectively face more than
90 criminal charges, including first degree grand larceny.

After both partial verdicts, Stolz issued a so-called Allen charge
to jurors, urging them to continue deliberating.

The Dewey deliberations are on the cusp of breaking a record in New
York Supreme Court.  According to a court spokesman, the jury
deliberations in the case against Pedro Hernandez, charged with
killing 6-year-old Etan Patz in 1979, were the longest in recent
memory for New York state criminal cases.  The Hernandez case
finally ended in a mistrial in May after 18 days of deliberations.
Several New York attorneys who aren't involved in the Dewey case
observed that in cases of a deadlocked jury, judges are unlikely to
issue more than three Allen charges before declaring a mistrial.

If Justice Stolz believes the jury cannot reach any further
decision in the case, they added, he will likely declare a mistrial
on the remaining counts.

Michael Bachner, who runs a white-collar defense boutique and is a
former Manhattan prosecutor, said a judge doesn’t need the
parties’ consent to issue an Allen charge or to declare a
mistrial. However, the judge would rather have their consent to
declare a mistrial to avoid an appellate issue.

The length of deliberations and the jury's many notes in the past
few weeks'including multiple notes asking for clarification of
legal instructions-are worrisome signs of a hung jury, said Valerie
Hans, a Cornell University Law School professor who studies the
jury system and hung juries.

"It seems very distressing that they didn’t feel they had enough
direction from the judge and the attorneys," she said.  "I wasn’t
worried initially, but the notes were starting to suggest a degree
of conflict that can characterize hung juries."

Hung juries are rare, occurring only in about 5-6 percent of trials
in state courts nationwide, Hans said.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DEX MEDIA: Moody's Lowers CFR to Caa3 on Missed Interest Payment
----------------------------------------------------------------
Moody's Investors Service downgraded Dex Media, Inc.'s Corporate
Family Rating to Caa3 from Caa1, its Probability of Default Rating
to Caa3-PD from Caa1-PD, its subordinated notes to Ca from Caa3 and
lowered its Speculative Grade Liquidity rating to SGL-4 from SGL-2.
Moody's also downgraded the senior secured term loans at
SuperMedia Inc, R.H. Donnelley Inc., Dex Media West, Inc., and Dex
Media East, Inc. to Caa3 from Caa1.  This rating action follows Dex
Media's decision to not make its Sept. 30, 2015, scheduled interest
payment on its senior subordinated notes as the company's senior
lenders come together to discuss a restructuring.  Dex Media has
until October 30 to make the missed interest payment before it
triggers an event of default under the indenture.  Moody's notes
that the probability of default rating could be changed to "D" or
appended with an "LD", denoting a default or a limited default,
based on developments during the 30-day grace period and the
resolution of the missed interest payment on the subordinated
notes.  The rating outlook remains negative.

Moody's has taken these rating actions:

Issuer: Dex Media, Inc.

  Corporate Family Rating -- Caa3, from Caa1
  Probability of Default Rating -- Caa3-PD, from Caa1-PD
  Outlook -- remains Negative
  Speculative Grade Liquidity Rating -- SGL-4, from SGL-2
  Senior Subordinated Notes due 1/29/17 -- Ca, LGD6, from Caa3,
   LGD6

Issuer: R.H. Donnelley, Inc.

  Outlook -- remains Negative
  Senior Secured Term Loan due 12/31/16 -- Caa3, LGD3, from Caa1,
   LGD3

Issuer: Dex Media West, Inc.

  Outlook -- remains Negative
  Senior Secured Term Loan due 12/31/16 -- Caa3, LGD3, from Caa1,
   LGD3

Issuer: Dex Media East, Inc.

  Outlook -- remains Negative
  Senior Secured Term Loan due 12/31/16 -- Caa3, LGD3, from Caa1,
   LGD3

Issuer: SuperMedia Inc.

  Outlook -- remains Negative
  Senior Secured Term Loan due 12/31/16 -- Caa3, LGD3, from Caa1,
   LGD3

RATINGS RATIONALE

Dex Media's Caa3 Corporate Family Rating reflects the company's
highly leveraged capital structure, the rapid structural decline of
print directories and expanding competitive challenges and very low
barriers to entry in digital advertising in which Dex Media is very
weakly positioned and executing poorly.  For 2Q'15, digital ad
sales declined 22.1% year-over-year.  Moody's believes there is a
high likelihood of the company declaring bankruptcy again or
restructuring its debt.

The rating is supported by its position as the second largest print
and digital yellow pages business in the U.S., modest EBITDA
margins, low capital intensity and the company's ability to
generate relatively healthy, albeit declining, levels of free cash
flows.

The lowering of Dex Media's SGL rating to SGL-4 reflects Moody's
view of weak liquidity and our expectation that if an acceleration
occurs due to an event of default, the company would be unable to
fully pay down debt.

The negative outlook reflects Moody's view that Dex Media will have
difficulty refinancing debt without a restructuring and impairment
to lenders.

The ratings are unlikely to be upgraded without a successful
refinancing of its debt or a meaningful reduction of its debt
balances.  An upgrade is also unlikely due to the secular decline
of the print business and low barriers to entry in the digital
segment.

Dex Media's ratings could be downgraded if liquidity deteriorates
or its probability of default increases for any reason.

The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.



DIAMOND INSULATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Diamond Insulation Inc
        1951 Leech Avenue, Ste. 100
        Sioux City, IA 51106

Case No.: 15-01448

Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       Northern District of Iowa (Sioux City)

Debtor's Counsel: Donald H. Molstad, Esq.
                  MOLSTAD LAW FIRM
                  701 Pierce St., Ste. 305
                  Sioux City, IA 51101
                  Tel: 712-255-8036
                  Email: judylaw308@yahoo.com
                         mlawfirm@yahoo.com

Total Assets: $1.38 million

Total Liabilities: $2.86 million

The petition was signed by Jerry Heilman, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ianb15-01448.pdf


ENERGY FUTURE: Sues to Force Sale of Oncor Minority Stake
---------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that Energy Future Holdings Corp . has sued to force the
owner of 19.75% of its Oncor electricity-transmissions business to
go along with a $12.2 billion deal designed to bail Energy Future
out of bankruptcy.

According to the report, Oncor, a cash-generating business that
carries power to more than 3.2 million homes and businesses in
Texas, is central to Energy Future's chapter 11 exit proposal.  It
is set to be sold to an investment group led by Hunt Consolidated
Inc., but minority stakeholder Texas Transmission Investment LLC is
balking at the proposed sale, the report related.

                 About Energy Future Holding Corp.

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

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

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

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

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

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

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

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

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

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


ERG INTERMEDIATE: Final DIP Financing Order Entered
---------------------------------------------------
ERG Intermediate Holdings, L.L.C., et al., have won authority, on a
final basis, to obtain financing from CLMG Corp. to continue
operations and to administer and preserve the value of their
estates pending a restructuring pursuant to a plan of
reorganization.

Under the Third Amendment to the DIP Financing Order, the "Stated
Maturity Date" of Aug. 31, 2015, is replaced with Nov. 15, 2015.
The Debtors are directed, under the Third Amendment, to seek
confirmation of their Plan no later than Nov. 15.

Bankruptcy Judge Harlin D. Hale in Dallas, Texas, signed off a
final DIP order dated Sept. 21.

The Final DIP Order provides for these terms:

     (A) "Use of Cash Collateral and Proceeds of the DIP Facility,
DIP Collateral and Pre-Petition Collateral. All Cash Collateral,
all proceeds of the Pre-Petition Collateral and the DIP Collateral,
including proceeds realized from a sale or disposition thereof, or
from payment thereon, and all proceeds of the DIP Facility (net of
any amounts used to pay fees, costs and expenses payable under the
Interim Order or this Final Order) shall be used and/or applied in
accordance with the terms and conditions of the Interim Order or
this Final Order, the DIP Budget and the other DIP Loan Documents,
for the expenditures in the DIP Budget and for no other purpose;
provided, that, subject to the limitations set forth in the DIP
Budget, on or before August 25, 2015, the proceeds of the DIP
Facility, DIP Collateral, Pre-Petition Collateral or Cash
Collateral, may be used by the Creditors' Committee solely to
investigate the matters covered by the Claims Stipulations."

     (B) "Extension of Financing. The DIP Secured Parties have
indicated a willingness to provide financing to the Debtors in
accordance with the DIP Credit Agreement and the other DIP Loan
Documents (including the DIP Budget) and subject to (i) the entry
of this Final Order and (ii) findings by this Court that such
financing is essential to the Debtors' estate, that the DIP Secured
Parties are good faith financiers, and that the DIP Secured
Parties' claims, superpriority claims, security interests and liens
and other protections granted pursuant to the Interim Order, this
Final Order, and the DIP Facility (including the DIP Superpriority
Claim and the DIP Liens) will not be affected by any subsequent
reversal, modification, vacatur or amendment of, as the case may
be, the Interim Order, this Final Order or any other order, as
provided in Section 364(e) of the Bankruptcy Code."

     (C) "Authorization and Approval to Use Cash Collateral and
Proceeds of DIP Facility. Subject to the terms and conditions of
the Interim Order, this Final Order and the other DIP Loan
Documents, and to the adequate protection granted to or for the
benefit of the PrePetition Secured Parties as hereinafter set
forth, each Debtor was authorized during the Interim Period and is
hereby authorized on a final basis to (a) use the Cash Collateral
and (b) request and use proceeds of the DIP Extensions of Credit,
in each case in the amounts and for the line item expenditures set
forth in the DIP Budget. The DIP Budget may only be amended,
supplemented, modified, restated, replaced, or extended in
accordance with the DIP Loan Documents and the prior written
consent of the DIP Agent; provided, that the amount set aside for
the professionals of the Creditors' Committee shall be $1,600,000
and shall not be subject to modification.  Notwithstanding anything
herein to the contrary, subject only to the Debtors' rights under
paragraph 17(b), the Debtors' right to request or use proceeds of
DIP  Extensions of Credit or to use Cash Collateral shall terminate
on the Termination Date. Nothing in this Final Order shall
authorize the disposition of any assets of the Debtors or their
estates or other proceeds resulting therefrom outside the ordinary
course of business, except as permitted herein (subject to any
required Court approval)."

     (D) "Subject to the terms and conditions contained in this
paragraph 9, the DIP Liens, the DIP Superpriority Claim, the
Pre-Petition Liens, the Adequate Protection Liens and the Adequate
Protection Superpriority Claim, which have the relative lien and
payment priorities as set forth herein, shall, in any event, in all
cases be subject and subordinate to a carve-out (the "Carve-Out"),
which shall be composed of the following: (i) all fees required to
be paid to the Clerk of the Court and to the Office of the United
States Trustee pursuant to 28 U.S.C. Sec. 1930(a) plus (ii) an
amount equal to the unpaid professional fees and expenses incurred
by the Debtors
and the Creditors' Committee on or after the Petition Date through
the date (if any) upon which the DIP Agent provides written notice
(a "Carve Out Trigger Notice") to counsel to the Debtors and
counsel to the Creditors' Committee that the Maturity Date (as
defined in the DIP Credit Agreement) has occurred, plus (iii)
$300,000 (the "Default Carve-Out Amount"), which amount may be used
subject to the terms of the Interim Order and this Final Order to
pay any allowed fees or expenses incurred by the Debtors and the
Creditors' Committee after the date of delivery of the Carve-Out
Trigger Notice. The ability of any party to object to the fees,
expenses, reimbursement or compensation described above shall not
be impaired by the terms of the CarveOut.  No portion of the
Carve-Out, no proceeds of the DIP Facility or DIP Extensions of
Credit, and no proceeds of the Pre-Petition Collateral, including
Cash Collateral, or any other amounts, may be used for the payment
of the fees and expenses of any person incurred (i) in challenging
any of the Pre-Petition Secured Parties' or the DIP Secured
Parties' liens or claims (or the value of their respective
Pre-Petition Collateral or the DIP Collateral), or the initiation
or prosecution
of any claim or action against any of the Pre-Petition Secured
Parties or DIP Secured Parties, including, without limitation, any
claim under Chapter 5 of the Bankruptcy Code, or any state law or
foreign law, in respect of the Pre-Petition Secured Obligations or
the DIP Facility, or in preventing, hindering or delaying the
realization by the Pre-Petition Secured Parties or the DIP Secured
Parties upon any Pre-Petition Collateral or DIP Collateral,
respectively, or the enforcement of their respective rights under
the Interim Order, this Final Order, any other DIP Loan Document or
any Pre-Petition Loan Document, (ii) in requesting authorization,
or supporting any request for authorization, to obtain postpetition
financing (whether equity or debt) or other financial
accommodations pursuant to Section 364(c) or (d) of the Bankruptcy
Code, or otherwise, other than (x) from the DIP Lenders or (y) if
such financing is sufficient to indefeasibly pay and satisfy all
DIP Obligations in full in cash and such financing is immediately
so used or (iii) in connection with any claims or causes of actions
against the Releasees, including formal or informal discovery
proceedings in anticipation thereof, and/or in challenging any
Pre-Petition Secured Obligations, DIP Obligations, Pre-Petition
Liens, Adequate Protection Liens or DIP Liens."

     (E) DIP Budget. The "DIP Budget" shall be the budget attached
as Exhibit B to the Third Amendment Interim Order. Such budget may
be updated from time to time pursuant to the DIP Loan Documents
and, in each case, subject to the prior approval of the DIP Agent;
provided that the amount set aside for the professionals of the
Creditors' Committee shall be $1,600,000 and shall not be subject
to modification.

Attorneys for Debtors:

     Tom A. Howley, Esq.
     JONES DAY
     717 Texas Avenue, Suite 3300
     Houston, TX 77002
     Telephone: (832) 239-3939
     E-mail: tahowley@jonesday.com

          - and -

     Brad B. Erens, Esq.
     Joseph A. Florczak, Esq.
     JONES DAY
     77 West Wacker
     Chicago, IL 60601
     Telephone: (312) 782-3939
     E-mail: bberens@jonesday.com
             jflorczak@jonesday.com

Attorneys for CLMG Corp.:

     Thomas E Lauria, Esq.
     WHITE & CASE LLP
     Southeast Financial Center, Suite 4900
     200 South Biscayne Blvd.
     Miami, FL 33131
     Telephone: (305) 371-2700
     Facsimile: (305) 358-5744
     E-mail: tlauria@whitecase.com

          - and -

     Craig H. Averch, Esq.
     Roberto J. Kampfner, Esq.
     WHITE & CASE LLP
     633 West Fifth Street, Suite 1900
     Los Angeles, CA 90071
     Telephone: (213) 620-7700
     Facsimile: (213) 452-2329
     E-mail: caverch@whitecase.com
             rkampfner@whitecase.com

Proposed Counsel to the Official Committee of Unsecured Creditors:

    Jeffrey N. Pomerantz, Esq.
    Robert J. Feinstein, Esq.
    PACHULSKI STANG ZIEHL & JONES LLP
    10100 Santa Monica Boulevard, 13th Floor
    Los Angeles, CA 90067
    Telephone: (310) 277-6910
    Facsimile: (310) 201-0760
    E-mail: jpomerantz@pszjlaw.com
            rfeinstein@pszjlaw.com

        - and -

    Jason R. Searcy, Esq.
    SEARCY & SEARCY P.C.
    446 Forest Square
    P.O. Box 3929
    Longview, TX 75606
    Telephone: (903) 757-3399
    Facsimile: (903-757-9559
    E-mail: jsearcy@jrsearcylaw.com

Attorneys for Chevron U.S.A. Inc. and Union Oil Company of
California:

    Edward L. Ripley, Esq.
    Mark W. Wege, Esq.
    KING & SPALDING LLP
    1100 Louisiana, Suite 4000
    Houston, TX 77002
    Telephone: 713-751-3200
    Facsimile: 713-751-3290
    E-mail: MWege@kslaw.com
            ERipley@kslaw.com

        - and -

    Thaddeus D. Wilson, Esq.
    KING & SPALDING LLP
    1180 Peachtree Street, NE
    Atlanta, GA 30309
    Telephone: 404-572-4600
    Facsimile: 404-572-5100
    E-mail: Thadwilson@kslaw.com

                       About ERG Resources

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

ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.  ERG Intermediate
estimated $100 million to $500 million in assets and debt.

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

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

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


ERG INTERMEDIATE: Nabors, Other Parties Object to Plan Approval
---------------------------------------------------------------
Various parties have submitted objections to confirmation of the
Amended Plan of Reorganization co-proposed by debtors ERG
Intermediate Holdings, LLC, et al., CLMG Corp., the administrative
agent for the Debtors' prepetition senior secured credit facility.

Objections to confirmation of plan were filed by the Oct. 12
deadline by:

  -- Chevron U.S.A. Inc.,
  -- Nabors Global Holdings II, Limited,
  -- Parex Resources, Inc.,
  -- The U.S. Trustee,
  -- Galveston County, Harris County, and Orange County, and
  -- Texas Comptroller of Public Accounts.

Limited objections were also filed by Scott Wood, HVI Cat Canyon,
Inc., RCPTX, Ltd., and Ford Motor Credit Company LLC.

Nabors Global says there is no justification for the Debtors giving
owner Scott Wood, who has been accused of all sorts of misconduct,
unfettered control over what the Debtors claim is the "largest
asset" available for repayment to unsecured creditors.  Nabors is a
defendant to a lawsuit filed by ERG for breach and tortious
interference with contract in state district court in Houston, in a
case styled ERG Resources, L.L.C. v Nabors Global Holdings, II, et
al., Cause No. 2012-16446 (the "Nabors Lawsuit").  

The Creditors Committee has alleged that the Debtors' estates may
have claims against Mr. Wood for breach of fiduciary duty, and for
causing valuable assets to be transferred to his former spouse
(collectively, the "Wood Claims").  The Plan provides for the
creation of a Nabors Lawsuit Oversight Committee (the "Nabors
Committee"), and provides for the creation of "Exempt Assets
Trust", which will have assets that include the estates' claims
against Wood and the Nabors Lawsuits.  The Plan gives Mr. Wood the
ability to choose at least one member of the Nabors Committee and a
free option to control the Nabors Committee.

Nabors asserts that the Court should not confirm the Plan (a) so
long as it gives Mr. Wood the option to control the Nabors
Committee, (b) unless the Plan is amended to establish procedures
for bidding on the Wood Claims, and (c) unless the Plan is amended
to require the Court approve any settlement of the Wood Claims.

Parex Resources, Inc., Parex Resources (Bermuda), Ltd., and
Ramshorn International Limited, joined in Nabors' objections to the
Plan.

Chevron U.S.A. and Union Oil Company of California say the Debtors'
actions have implicated, but failed to fully recognize, all of
Chevron's rights and interests (including certain indemnification
and other obligations of the Debtors) from the outset of this
bankruptcy case.  Chevron, which asserts claims related to, among
other things, the proceeds attributable to royalty interests and
overriding royalty interests specifically excepted from Chevron's
sale of certain assets to ERG Resources, LLC, in 2010 located in
the Cat Canyon Field in Santa Barbara County, California, says the
Plan cannot be confirmed for these reasons:

   * Section 7.10 of the Plan unlawfully attempts to "strip off"
     certain indemnification obligations, including covenants,
     restrictions and interests, from the Assets.

   * Because the Debtors attempt to unlawfully strip the
     indemnification covenants running with the land from the
     Assets through the Plan and have proposed improper
     third-party releases and injunction provisions, the Debtors
     and other plan proponents (including the Debtors' lender,
     Beal Bank) have proposed the Plan in bad faith.

   * The Plan is not feasible.  The Debtors have failed to
     demonstrate they can comply with all regulatory requirements
     and the obligations that run with the land, including the
     indemnification obligations recorded in the real property
     records with respect to the Cat Canyon Assets.  Without
     conclusive evidence demonstrating the Debtors' ability to
     satisfy such obligations in the future, the Court should
     deny confirmation of the Plan.

   * The Plan arguably attempts to provide impermissible
     releases to Beal Bank and others (including, possibly,
     Scott Wood based on the RSA Amendment filed late on
     Oct. 9, 2015).

Galveston County, Harris County, and Orange County, which assert
secured claims for property taxes, say the Plan fails to provide
for the retention of the Taxing Authorities' pre- and postpetition
liens on their collateral.  The Taxing Authorities also note that
the Plan fails to provide for the payment of interest on their
claims from the Petition Date until paid in full at the statutory
rate of 12% per annum.  They assert that the Plan should not be
confirmed unless and until such provision is made for interest on
their claims from the Petition Date until paid in full.

William T. Neary, the United States Trustee for Region 6, says the
Plan provides for broad releases of claims against non-debtor third
parties by creditors who vote in favor of the plan.  These third
party releases violate 11 U.S.C. Sec. 524(e), and controlling Fifth
Circuit precedent, and cannot be approved, except with regard to
members of the Unsecured Creditors' Committee, the U.S. Trustee
tells the Court.

Scott Wood, a party to the Restructuring Support Agreement with the
Debtors, filed a limited objection to ensure that his privacy with
regards to confidential and privileged communications and documents
will be protected.  Mr. Wood notes that courts have held that
privileged attorney-client communications should be protected from
disclosure.  Mr. Wood objects to the Plan to the extent it causes
his communications and documents of a confidential or privileged
nature to be delivered to anyone other than Mr. Wood.

Nabors is represented by:

         Judith W. Ross, Esq.
         Eric Soderlund, Esq.
         Lesley Ardemagni, Esq.
         LAW OFFICES OF JUDITH W. ROSS
         700 N. Pearl Street, Suite 1610
         Dallas, TX 75201
         Telephone: 214-377-7879
         Facsimile: 214-377-9409
         E-mail: judith.ross@judithwross.com
                 eric.soderlund@judithwross.com
                 lesley.ardemagni@judithwross.com

Parex Resources is represented by:

         Joshua W. Wolfshohl, Esq.
         PORTER HEDGES LLP
         1000 Main Street, 36th Floor
         Houston, TX 77002
         Tel: (713) 226-6000
         Fax: (713) 226-6295

Chevron and Union Oil are represented by:

         Edward L. Ripley, Esq.
         Mark W. Wege, Esq.
         KING & SPALDING LLP
         1100 Louisiana, Suite 4000
         Houston, TX 77002
         Telephone: 713-751-3200
         Facsimile: 713-751-3290
         E-mail: MWege@kslaw.com
                 ERipley@kslaw.com

         Thaddeus D. Wilson, Esq.
         KING & SPALDING LLP
         1180 Peachtree Street, NE
         Atlanta, GA 30309
         Telephone: 404-572-4600
         Facsimile: 404-572-5100
         E-mail: Thadwilson@kslaw.com

The U.S. Trustee is represented by:

         Erin Marie Schmidt
         Trial Attorney
         Office of the United States Trustee
         1100 Commerce Street
         Dallas, TX 75242
         Tel: (214) 767-1075
         E-mail: Erin.Schmidt2@usdoj.gov

Counsel for Galveston County, Harris County, and
Orange County:

        LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
        John P. Dillman, Esq.
        Tara L. Grundemeier, Esq.
        Post Office Box 3064
        Houston, TX 77253-3064
        Tel: (713) 844-3478
        Fax: (713) 844-3503

Scott Wood is represented by:

        Charles A. Beckham, Jr., Esq.
        Arsalan Muhammad, Esq.
        HAYNES AND BOONE, LLP
        1221 McKinney, Suite 2100
        Houston, TX 77010
        Telephone: 713-547-2000
        Facsimile: 713-547-2600
        E-mail: charles.beckham@haynesboone.com
                arsalan.muhammad@haynesboone.com

              - and -

        Charles M. Jones II, Esq.
        Jarom J. Yates, Esq.
        HAYNES AND BOONE, LLP
        2323 Victory Avenue, Suite 700
        Dallas, TX 75219
        Tel: 214-651-5000
        Fax: 214-200-0784
        E-mail: charlie.jones@haynesboone.com
                jarom.yates@haynesboone.com

                      About ERG Resources

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

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

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

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

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

                           *     *     *

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

The Court extended the Debtors' exclusive period to propose a
Chapter 11 plan until Oct. 31, 2015, and the period to solicit
acceptances of that plan until Dec. 31, 2015.

ERG Intermediate Holdings, et al., unable to find a buyer willing
to pony up at least $250 million in cash, filed the reorganization
plan that contemplates giving control of the company to their
prepetition lenders.


ERG INTERMEDIATE: Oct. 26 Hearing on Amended Plan Set
-----------------------------------------------------
Judge Harlin DeWayne Hale granted conditional approval of ERG
Intermediate Holdings, LLC, et al.'s Amended Disclosure Statement
for the purposes of solicitation of votes on the Plan pending a
final determination at the combined hearing.

The Debtors on Sept. 18 amended their Chapter 11 plan of
reorganization and disclosure statement to provide that CLMG Corp.,
the administrative agent for the debtors ERG Intermediate Holdings,
LLC, et al.'s prepetition senior secured credit facility, has
become a co-proponent of the Plan.  A red-lined copy of the Amended
Disclosure Statement filed Sept. 18, 2015, is available for free
at:

     http://bankrupt.com/misc/ERG_Int_521_Am_DS_RL.pdf

The Debtors have filed plan supplements in connection with their
Amended Plan.  Copies of the Plan Supplements are available for
free at:

     http://bankrupt.com/misc/ERG_Int_520_Plan_Supplement.pdf
     http://bankrupt.com/misc/ERG_Int_560_Plan_Supplement.pdf
     http://bankrupt.com/misc/ERG_Int_576_Plan_Supplement_Exh.pdf

In his Sept. 21 order granting conditional approval of the Amended
Disclosure Statement, Judge Hale ordered that:

  -- Sept. 21, 2015 will be the record date.

  -- The Debtors will send solicitation packages to voting
     creditors by Sept. 24, 2015;

  -- To be counted as votes to accept or reject the Plan, all
     ballots must be received no later than Oct. 12, 2015.

  -- Objections, if any, to (a) approval of the Disclosure
     Statement; (b) confirmation of the Plan or (c) the
     assumption and assignment or rejection by the Debtors
     of any executory contract or unexpired lease pursuant
     to section 365 of the Bankruptcy Code are due Oct. 12, 2015.

  -- The Debtors will file the tabulation affidavit by not later
     than 4:00 p.m., Central Time, on Oct. 21, 2015.

  -- A combined hearing to consider approval of the Disclosure
     Statement and confirmation of the Plan will be held at
     the United States Bankruptcy Court, 1100 Commerce Street,
     14th Floor, Courtroom #3, Dallas, TX 75242-1496 on Oct. 26,
     2015, at 9:00 am (prevailing Central Time).

                      About ERG Resources

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

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

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

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

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

                           *     *     *

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

The Court extended the Debtors' exclusive period to propose a
Chapter 11 plan until Oct. 31, 2015, and the period to solicit
acceptances of that plan until Dec. 31, 2015.

ERG Intermediate Holdings, et al., unable to find a buyer willing
to pony up at least $250 million in cash, filed the reorganization
plan that contemplates giving control of the company to their
prepetition lenders.


ERG INTERMEDIATE: Prepetition Agent Now Co-Proponent to Plan
------------------------------------------------------------
CLMG Corp., the administrative agent for the debtors ERG
Intermediate Holdings, LLC, et al.'s prepetition senior secured
credit facility, has become a co-proponent of the Debtors' plan of
reorganization, which is scheduled to be presented for confirmation
on Oct. 26.

On Sept. 18, the Debtors amended its Chapter 11 plan of
reorganization and disclosure statement originally filed Sept. 3
to:

     -- provide that CLMG is a co-proponent, and

     -- incorporate a settlement between the unsecured creditors
        committee and the prepetition lenders and the creation
        of an exempt assets trust for the benefit of unsecured
        creditors.  

The Amended Plan did not change the expected recoveries for claims
and interest holders.

                        The Chapter 11 Plan

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

Prior to the Petition Date the Debtors filed an action in Texas
state court, titled ERG Resources, L.L.C. v. Nabors Global Holdings
II, Limited, et al., Cause No. 2012-16446, in the 61st Judicial
District Court of Harris County, Texas, described as the Nabors
Lawsuit in connection with a 2012 transaction for the purchase by
the Debtors of certain assets from Nabors Global Holdings II,
Limited that never closed.  The Debtors have asserted that Nabors
breached the agreement for the Debtors to acquire those assets from
Nabors and that, as a result, Nabors and certain other parties are
liable to the Debtors for no less than $40 million.  

The Prepetition Lenders have a lien on the Nabors Lawsuit, but,
prior to the Petition Date, agreed to release that lien under a
certain conditions, including the successful sale of the California
assets on or before August 31, 2015, and the confirmation of a
consensual plan of reorganization.  Those conditions did not
materialize.  Nevertheless, pursuant to the terms of a settlement
with the Committee, the Prepetition Lenders again agreed to reduce
the conditions pursuant to which they would release such lien, upon
the consummation of an "Approved Transaction" as such term is
defined in the agreement. The Debtors believe that the consummation
of the Plan constitutes an "Approved Transaction," and the release
of the lien on the Nabors Lawsuit is part of the Plan.

As a result, upon the Effective Date of the Plan, the Nabors
Lawsuit will be transferred to an "exempt assets trust" free and
clear of all liens for the benefit of Unsecured Claims (which do
not include any deficiency claims of the Prepetition Lenders).  Any
claims remaining after Unsecured Claims have been paid in full,
with interest, will be payable to Scott Y. Wood ("Wood"), the
Debtors' indirect 100% shareholder.  

In addition, the Prepetition Lenders have also agreed, pursuant to
the terms of the Approved Settlement Transaction Support Agreement,
to release their Liens upon certain property located in Liberty
County, Texas, the Nabors Lawsuit, Avoidance Actions with some
exceptions, and most, but not all, of the Estates' Causes of Action
against the Wood Parties. These assets will also be transferred to
the Exempt Assets Trust for the benefit of Unsecured Creditors, and
are the main assets available to pay Unsecured Claims.  Further, on
the Effective Date, the Prepetition Lenders will make the Exempt
Assets Trust Advance in the amount of $1 million to the Exempt
Asset Trust.

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

As a result, the Committee is currently in discussions with Wood
with respect to the terms of potential settlement whereby any
claims of the Debtors against Wood would be released under the Plan
and Wood would make financial contributions to the Exempt Assets
Trust that would be used to make payments under the Plan to Allowed
Claims in Class 5.  The Committee has asserted that the Debtors'
Estates may have various claims against the Wood Parties (most of
which will be transferred to the Exempt Assets Trust), although no
litigation has been filed.  If a settlement between Wood and the
Committee is reached, the proceeds of the settlement would be used
to pay holders of Unsecured Claims and the Nabors Lawsuit will be
controlled by Wood (although all net proceeds will be paid to
holders of Unsecured Claims until such claims are paid in full with
interest).  If no settlement is reached, the Nabors Lawsuit will be
controlled by persons designated by the Committee.

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

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

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

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

The Plan classifies claims and interest as follows:

                                                        Estimated
                                Estimated               Percentage
  Class                       Aggregate Amount  Status    Recovery
  ------                      ----------------  ------    --------
1 - Priority Claims           $1M to $3.7M    Unimpaired  100%
2 - Prep. Facility Claims      $400 million   Impaired   Unknown
3 - Other Secured Claims      $1M to $9.6M    Unimpaired  100%
4 - Admin. Convenience Claims $75K to $250K   Unimpaired  100%
5 - Unsecured Claims         $11.5M to $64M   Impaired  0 to 100%
6 - Intercompany Claims           N/A         Unimpaired   N/A
7 - Holdings Membership
      Interests                   N/A         Impaired     N/A
8 - Other Debtor Membership
      Interests                   N/A         Unimpaired   N/A

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

A red-lined copy of the Amended Disclosure Statement filed Sept.
18, 2015, is available for free at:

     http://bankrupt.com/misc/ERG_Int_521_Am_DS_RL.pdf

CLMG Corp. is represented by:

        WHITE & CASE LLP
        Roberto J. Kampfner, Esq.
        Craig H. Averch, Esq.
        633 West Fifth Street, Suite 1900
        Los Angeles, CA 90071
        Telephone: (213) 620-7700
        Facsimile: (213) 452-2329
        E-mail: caverch@whitecase.com
                rkampfner@whitecase.com

             - and -

        Thomas E Lauria, Esq.
        Southeast Financial Center, Suite 4900
        200 South Biscayne Boulevard
        Miami, FL 33131
        Telephone: (305) 371-2700
        Facsimile: (305) 358-5744
        E-mail: tlauria@whitecase.com

                      About ERG Resources

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

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

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

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

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

                           *     *     *

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

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until Oct. 31, 2015, and the period to solicit
acceptances of that plan until Dec. 31, 2015.

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


FIRST DATA: Moody's Raises CFR to B2, Outlook Positive
------------------------------------------------------
Moody's Investors Service upgraded First Data Corporation's
Corporate Family and Probability of Default ratings to B2 and B2-PD
from B3 and B3-PD, respectively, and subordinated notes rating to
Caa1 from Caa2.  In addition, Moody's confirmed the senior secured
term loans and first lien notes at B1 and the second lien and
unsecured notes at Caa1.  Moody's also assigned a speculative grade
liquidity ("SGL") rating of SGL-1.  This action concludes the
review for upgrade initiated on Oct. 2, 2015 following First Data's
launch of its initial public offering.  The rating outlook is
positive.

First Data has announced its intention to use net proceeds of
approximately $2.5 billion from the IPO to redeem all of its $510
million of 11.25% senior unsecured notes due 2021 and about $1.6
billion of its 12.625% senior unsecured notes due 2021.  With the
underwriter's exercise of the over allotment of shares, First Data
intends to repay an additional $350 million of the 12.625% notes.

RATINGS RATIONALE

The upgrade reflects Moody's view that First Data's adjusted debt
leverage will improve to the low to mid 6 times level by the end of
2016 aided by IPO proceeds and mid-single digit percentage profit
growth.  With the debt repayment, interest expense will decrease by
about $300 million annually with the opportunity for further
interest savings with the refinancing of callable, high coupon debt
over the next year.  With lower interest and modestly improving
profits, Moody's estimates that free cash flow will exceed $700
million in 2016.

The B2 CFR is supported by First Data's size, scale, and market
position as the leading merchant acquirer in the U.S. Moody's
expects First Data's profitability will benefit from sales and
product investments for new payment solutions and data analytic
offerings and the growth of credit card issuer processing.  Cash
flow will also improve from international expansion, where card
usage penetration opportunities are greater than in the US.  At the
same time, the improved cash flow will still remain relatively
light in relation to the very large debt total, with free cash flow
to debt of about 4% at the end of 2016.

The positive outlook reflects Moody's expectation that First Data
will continue to de-leverage its balance sheet over the next two
years with adjusted debt to EBITDA decreasing to below 6 times
through a combination of debt repayment and profit growth.  Moody's
expects First Data to generate low to mid-single digit percentage
revenue growth with adjusted EBITDA approaching $3 billion by the
end of 2016.  Profitability should improve with lower interest
expense from both debt repayment and future re-financings,
operating leverage gained from higher transaction and card issuance
volumes, and investments incurred earlier this year to expand the
sales force and develop new product and service offerings.

The ratings could be upgraded if First Data were to achieve at
least mid-single digit revenue and profit growth or further
deleveraging through equity offerings, such that Moody's expects
adjusted debt to EBITDA will decrease to the mid 5 times level and
free cash flow to debt will exceed 5% on a sustained basis.  The
ratings could be lowered if revenue or profitability declines, free
cash flow to debt approaches 1%, or First Data suffers a
significant loss of market share due to emerging payment
technologies.  Downwards pressure could also arise if First Data
were unable to make steady progress in extending its scheduled 2017
and 2018 debt maturities.

Ratings Upgraded:

Issuer: First Data Corporation

  Corporate Family Rating, B2 from B3

  Probability of Default Rating, B2-PD from B3-PD

  Senior Subordinated Notes, Caa1 from Caa2

Ratings confirmed:

  Senior Secured Bank Credit Facilities, B1 (LGD3 from LGD2)

  Senior Secured First Lien Notes, B1 (LGD3 from LGD2)

  Senior Unsecured Second Lien Notes, Caa1 (LGD5 from LGD4)

  Senior Unsecured PIK Notes, Caa1 (LGD5 from LGD4)

  Senior Unsecured Notes, Caa1 (LGD6 from LGD5)

Rating assigned:

  Speculative Grade Liquidity Rating, SGL-1

Outlook Actions:

Issuer: First Data Corporation

  Outlook, Positive

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

With projected total annual revenues approaching $12 billion, First
Data is a leading provider of electronic commerce and payment
processing solutions for financial institutions and merchants
worldwide.



GOLD RIVER: Chapter 11 Plan Conditionally Confirmed
---------------------------------------------------
Judge Thomas B. Donovan of the United States Bankruptcy Court for
the District of California, Los Angeles Division, confirmed
conditionally the Chapter 11 Plan of Gold River Valley, LLC.

In the Order dated dated September 16, 2015, available at
http://is.gd/2JWI1Vfrom Leagle.com, Judge Donovan:

   (1) conditionally approved and confirmed the Debtor's Plan;

   (2) authorized and approved the sale of the property under the
       Debtor's Plan;

   (3) all persons or entities, including any Governmental Unit of
       the Bankruptcy Code, holding any Lien against the Property
       or asserting any Claim against the Debtor are forever
       barred and estopped from asserting any such Lien or such
       Claim against the Buyer, the Property, or any other assets
       of the Buyer;

   (4) granted the buyer the benefits and protections of a good
       faith purchaser, in connection with the Property;

   (5) that upon the Closing, escrow is directed to disburse the
       proceeds of the sale.

The case is captioned In re: GOLD RIVER VALLEY, LLC, Chapter 11
Case, Debtor and Debtor in Possession, CASE NO. 2:15-BK-10691-TD
(Bankr. C.D. Calif.).

Gold River Valley, LLC, Debtor, represented by David B Golubchik,
Esq. -- dbg@lnbyb.com -- LEVENE NEALE BENDER RANKIN & BRILL LLP,
Jeffrey S Kwong, Esq. -- jsk@lnbyb.com -- LEVENE NEALE BENDER YOO &
BRILL LLP.

United States Trustee (LA), U.S. Trustee, represented by Queenie K
Ng.

                   About Gold River Valley, LLC

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  

David B. Golubchik, Esq., and Jeffrey S. Kwong, Esq., at Levene,
Neale, Bender, Yoo & Brill L.L.P., represents the Debtor as
counsel.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.


GREAT ATLANTIC: Brixmor Offers $4.66-Mil. for NY Store Leases
-------------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. has
entered into agreements with Brixmor SPE 2 LLC, which offered
$4.655 million to buy its store leases and other assets.

Brixmor emerged as the winning bidder at a recently concluded
auction, offering $4.13 million to acquire A&P Real Property LLC's
assets, including a lease on its store located at 1757 Central Park
Avenue, in New York.

Brixmor beat out rival bidder Key Food Stores Co-Operative Inc. at
a two-day auction conducted earlier this month, court filings
show.

The company also offered to acquire another lease on A&P store
located at 4054 Nesconset Highway, in New York.  Brixmor made a
$525,000 offer, beating out a competing bid from Best Yet Market,
Inc.

The agreements are subject to approval by the U.S. Bankruptcy Court
for the Southern District of New York, which oversees A&P's Chapter
11 case.

                    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.


GREAT ATLANTIC: TAWA Inc. Wins Auction for NJ Store Leases
----------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. has
selected as the winning bid two separate offers from TAWA Inc. to
acquire the leases on its New Jersey stores.

TAWA offered $2.8 million for the lease on A&P Real Property LLC's
store located at 420 Grand Street, in Jersey City.  Meanwhile, the
company offered $3.7 million for the other store located at 561
Route 1 Unit B, in Edison.  

TAWA beat out rival bidders DZH Real Estate Inc. and Norristown
Thriftway Inc. at a two-day auction conducted earlier this month,
court filings show.

                    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.


GROVE ESTATES: Susquehanna Seeks Compliance With Settlement
-----------------------------------------------------------
Susquehanna Bank, a division of Branch Banking and Trust
Corporation, successor in interest to Graystone Bank, asks the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to compel
debtor Grove Estates, L.P., to comply with the conditions of their
Settlement Agreement.

Susquehanna is the Debtor's largest secured creditor, having filed
a proof of claim in the amount of $12,517,399 on or about Dec. 2,
2014.  At the time of Debtor's petition filing, Susquehanna had
judgments against the Debtor, Timothy F. Pasch and other related
parties in excess of $10,650,000.  Susquehanna and the Debtor
entered into a settlement agreement on April 8, 2015, after
extensive discovery, engagement of real estate appraisers and
settlement discussions.  In addition to the Debtor, Mr. Pasch and
various affiliated entities owned or controlled by Mr. Pasch
("Pasch Entities"), are parties to the settlement agreement.

Pursuant to the settlement agreement, deeds of conveyance for the
following properties from the respective Pasch Entity having
ownership of the same, were delivered by the Debtor's counsel to
Susquehanna's counsel:

     (a) from Grove Estates, L.P. - deed in lieu of foreclosure to
the Groves Estates Property'

     (b) from Taylor Estates, L.P. - deed in lieu of foreclosure to
the Taylor Estates Property'

     (c) from Grove Estates, L.P. - deed in lieu of foreclosure for
the Arlington Rental Property;

     (d) from TeePee Investments, Inc. - deed in lieu of
foreclosure for the Meadowbrook Property; and

     (e) from Bentley Farms, L.P. - deed in lieu of foreclosure for
the Canal Road Property.

In accordance with the Settlement Agreement, with respect to the
Grove Estates Property, the Meadowbrook Property, and the Canal
Road Property, the Pasch Entities were to pay Susquehanna the sum
of $5,115,000 on or before Aug. 28, 2015.  The settlement agreement
also provided that in the event the sum of $5,115,000.00 was not
paid on or before Aug. 28, 2015, Susquehanna had the right (but not
the obligation), to immediately record the deeds in lieu of
foreclosure for the Grove Estates Property, Canal Road Property,
and the Meadowbrook Property.

On or about Aug. 25, 2015, the Debtor and Pasch Entities advised
that the payment of $5,115,000 would not be forthcoming, and that
there were no further obligations to Susquehanna pursuant to the
Settlement Agreement.

Susquehanna contends that after receipt of the Aug. 25, 2015
Notice, pursuant to the Settlement Agreement, Susquehanna had the
right to record the deeds in lieu of foreclosure for Grove Estates
Property, Canal Road Property, and Meadowbrook Property, and the
Debtor and Pasch Entities were responsible for all non-current
taxes, and the delivery of certificates of authority and similar
transactional documents.  Susquehanna further contends that it made
a demand for the payment of delinquent taxes with respect to Grove
Estates Property of $19,636.83 and that in response, the Debtor
simply stated that no additional sum for delinquent taxes or any
other amounts were due from Debtor to Susquehanna.

Susquehanna alleges that the Debtor's position with respect to
settlement is incorrect and a breach of the Settlement Agreement.
Susquehanna further alleges that in addition to the delinquent real
estate taxes, there are also due certificates of authority and tax
claim/judgments against the additional Pasch Entities properties.

                      Grove Estates' Answer

The Debtor contends that the settlement agreement states that in
the event the consideration is not paid on or before Aug. 28, 2015,
Susquehanna may immediately record the deeds in lieu of foreclosure
for the Grove Estates Property, Cana Road Property, and Meadowbrook
Property, and no further consideration is due between the parties.
The Debtor further contends that it had paid the sum of $9,815 to
the York County Tax Claim Bureau on account of the three properties
exposed for an upset tax sale on Sept. 24, 2015, which it believes
and avers were the settlement of taxes for the tax year 2013.  The
Debtor asserts that the responsibility for the payment of taxes
does not belong to the Debtor, but is the duty of the bank.  The
Debtor seeks reimbursement of the funds paid.

Susquehanna's motion is scheduled for hearing on Oct. 29, 2015, at
10:00 a.m.

Susquehanna Bank is represented by:

          Iles Cooper, Esq.
          WILLIAMSON, FRIEDBERG & JONES, LLC
          Ten Westwood Road
          Pottsville, PA 17901
          Telephone: (570)622-5933
          Facsimile: (570)622-5033

Grove Estates is represented by:

          Robert L. Knupp, Esq.
          Melissa L. Van Eck, Esq.
          SMIGEL, ANDERSON & SACKS, LLP
          4431 North Front Street
          Harrisburg, PA 17110
          Telephone: (717)234-2401
          E-mail: rknupp@sasllp.com
                  mvaneck@sasllp.com                 

                       About Grove Estates

Grove Estates, LP, an operator of land development business in
York, Pennsylvania, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 14-04368) on Sept. 23,
2014.  The case is assigned to Judge Robert N Opel II.

The Debtor's counsel is Robert L Knupp, Esq., at Smigel, Anderson
&
Sacks, LLP, in Harrisburg, Pennsylvania.  The Debtor's accountant
is Francis C. Musso, CPA, MPA, P.C.

Following a hearing on June 3, 2015, Judge Robert N. Opel, II,
entered an order confirming Grove Estates, L.P.'s Chapter 11 plan,
as filed on Nov. 3, 2014, and modified on April 27, 2015.  Judge
Opel ruled that the Amended Plan has satisfied the requirements of
confirmation set forth in 11 U.S.C. Sec. 1129(a).

Secured creditors Susquehanna Bank and M&T Bank (Class 2) voted to
accept the Plan.  Unsecured claims and equity interests are
unimpaired under the Plan.



GT ADVANCED: Court Rejects Employee Incentive Plan, Retention Plan
------------------------------------------------------------------
Judge Henry J. Boroff of the U.S. Bankruptcy Court for the District
of New Hampshire, denied debtors GT Advanced Technologies, Inc.,
et. al.'s motion asking the approval of their Key Employee
Incentive Plan and Key Employee Retention Plan.

                    Key Employee Incentive Plan

The Key Employee Incentive Plan ("KEIP") covers nine of the
Debtors' insiders, providing bonuses based on varying levels of
performance with regard to five specific metrics: (1) the value
received for GTAT's used furnaces; (2) reductions in the cash
operating expense run-rate; (3) the value received for non-furnace
assets remaining in the Mesa Facility; (4) advancement of new
technology – the so-called Merlin project; and (5) minimization
of the costs of deinstalling and crating the furnaces at the Mesa
Facility.  For each of the metrics, the potential value of the
bonuses varies from 19 to 83 percent of the Insiders' base
compensation and is measured by the degree of performance within
each category.  The KEIP sets forth three performance levels –
the "threshold," "target," and "stretch" levels -- the "threshold"
level being the performance required to receive any bonus at all
under the KEIP, the "stretch" level representing the highest level
of performance and the maximum bonus that could be received, and
the "target" level being performance more than "threshold" and less
than "stretch." The total cost of the KEIP to be paid to these
Insiders if all "threshold" levels are reached amounts to $728,001
and, if the "stretch" level is achieved in all categories, the
total cost would rise to $2,160,000.

Judge Boroff held that the Debtors have failed to demonstrate that
the KEIP is an incentive program.  He further held that it is
primarily a disguised retention plan for the insiders.  Judge
Boroff cites the following reasons to support his decision to
withhold approval of the Debtors' KEIP:

     (1) The KEIP is designed to provide the nine insiders with
some performance bonuses in addition to their base salaries even if
their performance meets only the "threshold" level, a level below
that provided for in the Debtors' Business Plan.

     (2) Under the KEIP, four insiders have the ability to earn
bonuses that actually exceed their prepetition cash income. The
Debtors have failed to justify why any of the insiders should
potentially be compensated for their work during the Chapter 11
case in an amount greater that their prepetition renumeration.
While the work of solving the Debtors' problems may be difficult,
the mere fact that the insiders' responsibilities have increased or
changed is alone insufficient to justify increased compensation.

     (3) The repeated statements of counsel and the Declarants
regarding the importance of keeping the insiders on board weigh
heavily in the Court's conclusion that the KEIP is primarily
designed to retain the insiders and not to incentivize them.

                    Key Employee Retention Plan

The proposed Key Employee Retention Plan ("KERP") provides
retention bonuses to 26 employees so long as they remain with the
company until the company emerges from bankruptcy or is sold
(whichever is earlier). Bonuses under the KERP range from 8 to 48
percent of the participating employees' base salary.  In addition,
the KERP establishes a $300,000 discretionary fund that can be used
to provide bonuses (not to exceed $50,000 per individual) to other
employees at the discretion of the chief executive officer and with
the consent of the unsecured creditors' committee ("Creditors'
Committee").  The total cost of the KERP, assuming all proposed
payments (including discretionary payments) are made, amounts to
$1,550,000.

Judge Boroff held that the Debtors have not demonstrated that the
KERP is justified under the facts and circumstances of the case or
will serve the interests of the creditors and the estate.

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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

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



GULFCOAST SPECIALTY: Case Summary & 10 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: GulfCoast Specialty Products & Services Inc.
           dba Gulf Coast Shutter
           dba Overhead Door Co of Northwest Florida
           dba GCS Building Solutions
        317 Grove Park Drive
        Niceville, FL 32578

Case No.: 15-31056

Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Judge: Hon. Jerry C. Oldshue Jr.

Debtor's Counsel: Shiraz Ali Hosein, Esq.
                  SHIRAZ A. HOSEIN, P.A.
                  909 Mar Walt Drive, Suite 1014
                  P. O. Box 2379
                  Ft. Walton Beach, FL 32549
                  Tel: 850-863-4064
                  Fax: 850-664-5728
                  Email: sahosein@asglegal.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wayne A. Bernheisel, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb15-31056.pdf


IAC/INTERACTIVECORP: Moody's Lowers CFR to Ba2, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has downgraded IAC/InterActiveCorp's
Corporate Family Rating to Ba2 from Ba1, Probability of Default
Rating (PDR) to Ba2-PD from Ba1-PD and existing senior unsecured
notes to Ba2 from Ba1.  In connection with this rating action,
Moody's assigned a Ba2 rating to the proposed $800 million senior
secured term loan B and Ba3 rating to the new $500 million 6.75%
senior unsecured exchange notes, both to be issued by Match Group,
Inc., currently a wholly-owned subsidiary that comprises IAC's
online dating businesses.  The Speculative Grade Liquidity Rating
was affirmed at SGL-1.  The rating outlook is stable.

IAC announced an offer to exchange up to $500 million of the
existing 4.75% notes due 2022 for a like amount of new Match notes.
In the event less than 80% of the 4.75% notes are exchanged and to
facilitate retirement of at least $400 million of its existing
debt, IAC has also offered to tender a portion of the 4.875% notes
due 2018.  In addition, Match has raised a new unrated $500 million
revolving credit facility (RCF) maturing 2020.  The new debt
obligations are designed to capitalize Match in connection with
IAC's plan to pursue an initial public offering (IPO) of up to 20%
of its Match ownership.  Proceeds from the debt issuance and IPO
will be used to retire intercompany debt and pay special dividends
to IAC.

A summary of the rating actions follows:

Ratings Assigned:

Issuer: Match Group, Inc.

  $800 Million Senior Secured Term Loan B -- Ba2 (LGD-4)
  $500 Million 6.75% Senior Unsecured Exchange Notes due 2022 –
   Ba3 (LGD-4)

Ratings Downgraded:

Issuer: IAC/InterActiveCorp

  Corporate Family Rating to Ba2 from Ba1
  Probability of Default Rating to Ba2-PD from Ba1-PD
  $500 Million 4.875% Senior Unsecured Notes due 2018 to Ba2
   (LGD-4) from Ba1 (LGD-4)
  $500 Million 4.750% Senior Unsecured Notes due 2022 to Ba2
   (LGD-4) from Ba1 (LGD-4)

Rating Affirmed:

Issuer: IAC/InterActiveCorp

  Speculative Grade Liquidity Rating -- SGL-1

The assigned ratings are subject to: (i) review of final
documentation and no material change in the size, terms and
conditions of the transaction as advised to Moody's; and (ii)
successful completion of the Match IPO.  Moreover, ratings could be
negatively impacted if the Match IPO is unsuccessful or cancelled.
To the extent the exchange results in the full retirement or a
small residual stub of the 4.75% notes, Moody's will withdraw the
rating on those notes.

RATINGS RATIONALE

The revision of the CFR to Ba2 reflects IAC's increased financial
leverage notwithstanding the additive earnings from the pending
PlentyofFish ("POF") acquisition.  Pro forma for the debt raise and
POF's LTM EBITDA contribution, IAC's leverage, as measured by total
debt to EBITDA, rises to 3.9x (4.3x excluding POF) from 2.8x on a
Moody's adjusted basis (as of June 30, 2015).  Nonetheless, Moody's
projects EBITDA growth to gradually reduce leverage to around 3.5x
by the end of 2016 and migrate to the 3x-3.25x area by mid-2017.
The downgrade also embeds the risk that IAC could divest its
remaining Match shares after the IPO, which would dramatically
alter the business and margin profile of the remaining company.

The downgrade of IAC's 2018 and 2022 notes to Ba2 reflects the CFR
downgrade.  The IAC notes are structurally subordinated to the debt
at Match since they will no longer benefit from a Match guarantee
following its reclassification as an unrestricted subsidiary.  The
IAC notes, however, still benefit from upstream guarantees from
IAC's remaining material domestic subsidiaries.

IAC will not guarantee the debt of Match.  Moody's derives Match's
debt ratings from IAC's CFR using the LGD Methodology based on our
expectation of IAC's continued majority ownership of Match
post-IPO.  However, if Match were to become a standalone entity or
less than majority-owned by IAC, Match's ratings would be de-linked
from IAC's CFR and based on its standalone creditworthiness.
Match's term loan is rated Ba2 as it is secured by capital stock of
Match's material domestic subsidiaries and benefits from upstream
guarantees.  Nevertheless, it would likely experience a deficiency
claim in a distressed scenario given that Moody's estimates the
asset value at Match would be insufficient to fully repay the
credit facilities, which caps the term loan rating at the CFR.
Match's unsecured notes are rated Ba3 as they do not benefit from
upstream guarantees or a security interest in collateral.

The Ba2 CFR is supported by IAC's position as one of the largest
global Internet and digital media companies with online properties
that have established brand names and reasonably long operating
histories.  The Ba2 rating recognizes IAC's good operating
performance driven by a business model which has historically
demonstrated respectable online audience reach via search engine
analytics, marketing and display advertising, and good traffic
monetization in the Search & Applications segment; solid subscriber
growth trends in the online dating segment; a disciplined
acquisition/investment strategy; and rationalization of
underperforming portfolio assets.  Moody's expects annual free cash
flow in the range of $200 - $300 million (after dividends) and
financial leverage in the 3x-4x range (Moody's adjusted).  Moody's
believes IAC will maintain very good liquidity (SGL-1) supported by
a sizable cash position and revolving credit facilities totaling
$800 million, which provide flexibility to pursue strategic growth
objectives.

The Ba2 rating also incorporates the inherent risk that Internet
businesses could experience a potential decline in website traffic
due to rapidly changing technology and industry standards.
Alternative means of content delivery as well as shifts in consumer
engagement may also contribute to the risk of rapid obsolescence or
waning relevance of traditional portal Internet sites.  The rating
is constrained by IAC's dependence on the partnership with Google
and potential changes to Google's search algorithms that could hurt
IAC's listings placements.  It also reflects the concentrated
earnings profile and sizeable exposure to digital advertising
revenue, which could become more cyclical. IAC's historically
aggressive financial policies combined with the large voting stake
of Mr. Barry Diller heightens event risk.

Rating Outlook

The stable rating outlook reflects our expectations that IAC will
continue to maintain or potentially grow its market position in the
Search & Applications and Match segments, and experience a
reasonable amount of subscriber churn in its Internet portfolio.
The stable outlook incorporates expectations for a successful Match
IPO and that IAC will continue to maintain a consolidated EBITDA
margin of at least 14% (Moody's adjusted), generate positive free
cash flow, retain a sizeable cash balance and sustain a somewhat
conservative capital structure as it pursues strategic growth
objectives.

What Could Change the Rating - Up

IAC's Ba2 rating could be upgraded if the company maintains a
majority ownership and leading market share in Match, improves its
position in Search & Applications and expands the diversity of its
business by increasing the scale and profitability of the eCommerce
and Media properties.  Moody's could also consider an upgrade to
the extent we expect IAC to: (i) demonstrate margin expansion with
increasing revenue that is in line or ahead of market growth; (ii)
minimize operating losses in the Media segment; and (iii) maintain
a net cash position with Moody's adjusted total debt to EBITDA
sustained below 3x.  An important consideration for an upgrade
would be adherence to conservative financial policies with regard
to share purchases and dividends.

What Could Change the Rating - Down

Ratings could be downgraded if a spin-off of one or more segments
resulted in increased business risk or IAC's competitive position
weakens materially as evidenced by revenue declines of 5% or more,
adjusted EBITDA margins below 12%, rising traffic acquisition costs
or increasing customer churn.  Downward pressure could also
materialize if financial leverage as measured by Moody's adjusted
total debt to EBITDA is sustained over 4x or IAC's liquidity
position were to deteriorate significantly due to lower free cash
flow generation, higher share purchases or increased acquisition
activity.  Ratings could also be negatively impacted if the Match
IPO is unsuccessful or cancelled.

The principal methodology used in these ratings was the Global
Broadcast and Advertising Related Industries published in May
2012.

Headquartered in New York , N.Y., IAC/InterActiveCorp is a leading
media and online company that owns various Internet-based brands
and products including: Ask.com (search engine); About.com,
Dictionary.com, Investopedia.com (online content and reference
libraries), Ask.fm (social) and Apalon (mobile applications); Match
Group, Inc. (online dating assets, including Match, Tinder and
OkCupid; and non-dating asset, The Princeton Review); HomeAdvisor,
ShoeBuy (e-commerce); Vimeo (media); and several other
consumer-related applications and portals.



LEE STEEL: Liquidating Plan Headed for Nov. 24 Confirmation
-----------------------------------------------------------
LSC Liquidation, Inc., known as Lee Steel Corporation before
selling its assets to Hilco Global and Union Partners I, LLC, is
slated to seek confirmation of its liquidating plan in November.

Judge Marci B. McIvor on Oct. 5, 2015, entered an order granting
preliminary approval of the First Amended Disclosure Statement and
set a hearing for Nov. 24, 2015, at 10:30 a.m., to consider final
approval of the Amended Disclosure Statement and confirmation of
the Plan.  The deadline to return ballots on the Plan, as well as
to file objections to final approval of the disclosure statement
and objections to confirmation of the plan, is Nov. 17, 2015.

The Debtors proposed a Liquidating Plan that promises a 17% to 32%
recovery for unsecured creditors.  Most of the $39.1 million in
sale proceeds were paid to Huntington National Bank, and the
remaining $750,000 due to Huntington will be waived.  The $400,000
from the proceeds of the sales of the Debtors' assets that are
otherwise payable to Huntington will be included in the liquidating
trust assets for the benefit of unsecured creditors.  Unsecured
creditors will also split the recoveries from causes of action.
The $250,000 of the sale proceeds is allocated for the fees of
Huron Consulting Services, LLC as the CRO.  Holders of equity
interests won't receive anything.

The Debtors say that in a Chapter 7 scenario, recovery by unsecured
creditors will only be 0% to 18% as the waiver of the $750,000
Huntington's remaining secured claim won't be available in a
Chapter 7.

A copy of the Combined Joint Plan of Liquidation and Disclosure
Statement dated Sept. 30, 2015, is available for free at:

      http://bankrupt.com/misc/Lee_Steel_370_Plan_and_DS.pdf

                        About Lee Steel

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April
13, 2015.  

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

The Hon. Marci B. McIvor presides over the cases.  Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

The U.S. Trustee for Region 9 appointed three creditors to serve on
the official committee of unsecured creditors.  Conway Mackenzie,
Inc. serves as its financial advisor.

The Debtors sold their steel processing facility located in
Romulus, Michigan, to Hilco Global for $14 million.  The deal which
was approved in U.S. Bankruptcy Court includes a 200,000 square
foot plant and all of the steel processing equipment located at
that site.

Union Partners I, LLC, won an auction for the Debtors' Wyoming
facility and working capital assets with a $23.6 million offer.
Effective Sept. 18, 2015, the sale to Union Partners closed, and
the Debtors ceased operations and commenced the process of winding
down their affairs.  The Debtors changed their names to LSC
Liquidation Inc., et al., following the sale.


LEHMAN BROTHERS: Seeks Billions in Allegedly Lost Swap Payments
---------------------------------------------------------------
Jacob Fischler at Bankruptcy Law360 reported that a Lehman Brothers
unit sued hundreds of noteholders, issuers and trustees Tuesday,
saying they cost the former investment giant "billions" when they
failed to honor credit default swap agreements and wrongly
reassigned payment priorities when Lehman filed for bankruptcy.

The bankruptcy filings of Lehman Brothers Special Financing Inc.
and Lehman Brothers Holdings Inc. in fall 2008 should have
constituted an "event of default" that should have triggered a
freeze on payment priority exchanges or other transfers under
bankruptcy law, LBSF said on Oct. 14, 2015.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/--  
was the fourth largest investment bank in the United States.  
For more than 150 years, Lehman Brothers has been a leader in
the global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

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

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

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

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

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

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

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

                          *     *     *

In October 2015, Lehman made its eighth distribution to creditors,
bringing Lehman's total distributions to unsecured creditors to
approximately $105.4 billion including (1) $77.2 billion of
payments on account of third-party claims, which includes
non-controlled affiliate claims and (2) $28.2 billion of payments
among the Lehman Debtors and their controlled affiliates.

As of September 2015, the trustee in charge of LBI has returned
around $7.65 billion to the defunct brokerage’s unsecured
creditors, a recovery of about 35 cents on the dollar.



LIBERTY STATE: Suit vs. Santander Bank Remains in Delaware
----------------------------------------------------------
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware denied Santander Bank, N.A.'s Motion to
Transfer Venue to the United States District Court for the District
of New Jersey the adversary proceeding filed by Richard W. Barry,
as Chapter 11 trustee for Liberty State Benefits of Delaware, Inc.,
and its debtor affiliates.

Trustee Richard W. Barry filed the adversary proceeding for the
estate of the Debtors against Santander Bank, alleging numerous
violations of both New Jersey law and U.S. federal law.  More
specifically, the Trustee's complaint alleged that Santander aided
and abetted various Debtor affiliates in effectuating a series of
transactions designed to steal the Debtors' assets.  In response to
the Complaint, Santander filed this motion to transfer the
adversary proceeding to the United States District Court for the
District of New Jersey.

The Court concludes that Santander has failed to meet its burden of
demonstrating that the factors laid out in Jumara v. State Farm
Ins. Co., 55 F.3d 873, 879 (3d. Cir. 1995)), weigh "strongly in
favor of the defendant."  The key facts are that the Chapter 11
case is pending in this district and there will be no
inconveniences to the parties or the witnesses, the Court pointed
out.

The adversary proceeding is RICHARD W. BARRY, As Chapter 11 Trustee
For the estates of LIBERTY STATE BENEFITS OF DELAWARE, INC., et
al., Plaintiff, v. SANTANDER BANK, N.A. formerly Known as Sovereign
Bank, N.A., Defendant, ADV. PRO. NO. 14-50020(KG)(Bankr. D. Del.).

The bankruptcy case is captioned In re: LIBERTY STATE BENEFITS OF
DELAWARE, INC., et al., Chapter 11, Debtors, CASE NO. 11-12404(KG)
(Bankr. D. Del.).

A full-text copy of Judge Gross's memorandum opinion dated
September 16, 2015, is available at http://is.gd/6AzUZYfrom
Leagle.com.

Richard W. Barry, as Chapter 11 Trustee for the estates of Liberty
State Benefits of Delaware, Inc., et al., Plaintiff, represented by
Kimberly A. Brown, Esq. -- brown@lrclaw.com -- LANDIS RATH & COBB
LLP, Kerri K. Mumford, Esq. -- mumford@lrclaw.com -- LANDIS RATH &
COBB LLP, Carl W. Oberdier, Esq. -- cwo@oberdier.com -- OBERDIER
RESSMEYER LLP, Kellen G. Ressmeyer, Esq. --  kgr@oberdier.com --
OBERDIER RESSMEYER LLP.

Santander Bank, N.A. fka Sovereign Bank, N.A., Defendant,
represented by:

         Richard A. Barkasy, Esq.
         SCHNADER HARRISON SEGAL & LEWIS LLP
         824 N. Market Street
         Suite 800
         Wilmington, DE 19801-4939
         Phone: 302-888-4554
         Fax: 302-888-1696
         Email: rbarkasy@schnader.com

Liberty State Benefits of Delaware Inc. filed a Chapter 11
bankruptcy petition (Bankr. Del. Case No. 11-12404) on July 29,
2011.


LIFE PARTNERS: Settlement Money Not Property of Estate
------------------------------------------------------
The United States Court of Appeals for the Third Circuit held that
the cash payments made by the secured lenders of LifeCare Holdings,
Inc., as settlement money to the unsecured creditors are not part
of the bankruptcy estate.

Pursuant to a sale under Section 363 of the Bankruptcy Code,
LifeCare's secured lenders acquired LifeCare's assets by crediting
approximately 90% of the secured debt they were owed.  No cash
changed hands.  However, in exchange for a promise by the Official
Committee of Unsecured Creditors to drop its objections and support
the sale, the secured creditors agreed to pay the legal and
accounting fees of LifeCare and the Committee and to pick up the
tab for the company's wind-down costs.  The agreement directed the
secured creditors to deposit $3.5 million in trust for the benefit
of the general unsecured creditors.

The U.S. Government, appealing the approval of both the sale order
and the settlement, argued that the settlement money was property
of the estate, and bypassing it and paying the unsecured creditors
disturbed the bankruptcy code's priority scheme for the payment of
creditors.

The Third Circuit held that the settlement sums paid by the secured
creditors were not proceeds from its liens, did not at any time
belong to LifeCare's estate, and will not become part of its estate
even as a pass-through.

The case is In re: ICL HOLDING COMPANY, INC., et al. Debtors.
United States of America, Appellant, NO. 14-2709 (3rd Cir.).

A full-text copy of the 3rd Circuit's September 14, 2015 opinion is
available at http://is.gd/li7Opsfrom Leagle.com.

Appellant is represented by:

          Tamara W. Ashford, Acting Assistant Attorney General
          David A. Hubbert, Deputy Assistant Attorney General
          Thomas J. Clark, Esq.
          Bethany B. Hauser, Esq.
          Christopher Williamson, Esq.
          UNITED STATES DEPARTMENT OF JUSTICE
          United States Department of Justice
          Tax Division, 950, Pennsylvania Avenue, N.W.
          P.O. Box 502
          Washington, DC 20044

            -- and --

          Charles M. Oberly, III, United States Attorney
          Ellen W. Slights, Esq.
          OFFICE OF THE UNITED STATES ATTORNEY
          1007, North Orange Street, Suite 700
          P.O. Box 2046, Wilmington, DE 19899

ICL Holding Co., Inc., Boise Intensive Care Hospital Inc.,
CareRehab Services LLC, Crescent City Hospitals LLC, LifeCare
Healthcare Holdings Inc., LifeCare HoldCo LLC, Lifecare Ambulatory
Surgery Center Inc., Lifecare Holding Co. of Texas LLC., Lifecare
Holdings Inc., Lifecare Hospital at Tenaya LLC, Lifecare Hospitals
LLC, Lifecare Hospitals of Chester County Inc., Lifecare Hospitals
of Dayton Inc., Lifecare Hospitals of Fort Worth LP, Lifecare
Hospitals of Mechanicsburg LLC, Lifecare Hospitals of Milwaukee
Inc., Lifecare Hospitals of Ne Orleans LLC, Lifecare Hospitals of
North Carolina LLC, Lifecare Hospitals of North Texas LP, Lifecare
Hospitals of Northern Nevada Inc., Lifecare Hospitals of Pittsburgh
LLC Lifecare Hospitals of San Antonio LLC, Lifecare Hospitals of
Sarasota LLC, Lifecare Hospitals of south Texas Inc., Lifecare
Investments LLC, Lifecare Investments 2 LLC, Lifecare Management
Services LLC, Lifecare Reit 1 Inc., Lifecare Reit 2 Inc., Lifecare
Specialty Hospital of North Louisiana LLC, Nextcare Specialty
Hospital Of Denver Inc., Nextcare Hospitals Muskegon Inc.,
Pittsburgh Specialty Hospital LLC, San Antonio Specialty Hospital
Ltd., LifeCare Holding Co. Inc., LifeCare Intermediate HoldCo Inc.
are represented by:

          Anthony W. Clark, Esq.
          Kristhy M. Peguero, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
          One Rodney Square
          920 N. King Street
          Wilmington, DE 19801
          Tel: (302) 651-3000
          Fax: (302) 651-3001
          Email: anthony.clark@skadden.com

            -- and --

          Felicia G. Perlman, Esq.
          Matthew N. Kriegel, Esq.
          Candice Korkis, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
          155, North Wacker Drive
          Chicago, IL 60606
          Tel: (312) 407-0700
          Fax: (312) 407-0411
          Email: felicia.perlman@skadden.com
                 matthew.kriegel@skadden.com
                 candice.korkis@skadden.com

            -- and --          

          Kenneth S. Ziman, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
          4 Times Square
          New York, NY 10036
          Tel: (212) 735-3000
          Fax: (212) 735-2000
          Email: ken.ziman@skadden.com

Official Committee of Unsecured Creditors is represented by:

          Laura D. Jones, Esq.
          Peter J. Keane, Esq.
          James E. O'Neill, III, Esq.
          Bradford J. Sandler, Esq.
          PACHULSKI STANG ZIEHL & JONES
          919 North Market Street, Suite 1600
          17th Floor
          Wilmington, DE 19801
          Tel: (302) 652-4100
          Fax: (302) 652-4400
          Email: ljones@pszjlaw.com
                 pkeane@pszjlaw.com
                 joneill@pszjlaw.com
                 bsandler@pszjlaw.com

Steering Committee, Hospital Acquisition LLC is represented by:

          Stanley B. Tarr, Esq.
          Michael D. DeBaecke, Esq.
          BLANK ROME
          1201 Market Street, Suite 800
          Wilmington, DE 19801
          Tel: (302) 425-6400
          Fax: (302) 425-6464
          Email: tarr@blankrome.com
                 debaecke@blankrome.com

            -- and --

          Ira S. Dizengoff, Esq.
          Abid Qureshi, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP  
          One Bryant Park
          Bank of America Tower
          New York, NY 10036-6745
          Tel: (212) 872-1000
          Fax: (212) 872-1002
          Email: idizengoff@akingump.com
                 aqureshi@akingump.com

            -- and --

          Scott Alberino, Esq.
          Ashleigh L. Blaylock, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          Robert S. Strauss Building
          1333 New Hampshire Avenue, NW
          Washington, DC 20036-1564
          Tel: (202) 887-4000
          Fax: (202) 887-4288
          Email: salberino@akingump.com
                 blaylock@akingump.com

                     About Life Partners

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

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

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

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

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

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

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

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

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


MAGNETATION LLC: Plan Filing Exclusivity Extended to February
-------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Magnetation LLC's second motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof until Feb. 29, 2016, and April 29, 2016,
respectively.

The Debtors sought the extensions to avoid the necessity of having
to pursue confirmation of a plan of reorganization prematurely and
to ensure that their plan of reorganization best addresses the
interests of the Debtors and their employees, creditors and
estates.

As reported by the TCR on Sept. 25, 2015, the Debtors, in August
filed a proposed Joint Plan of Reorganization plan in order to
satisfy an applicable milestone in the DIP Credit Agreement and the
Restructuring Support Agreement.

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

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

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

  -- Holders of the $425 million in senior secured notes due 2018
will receive new second lien notes in the principal amount of
$232.5 million, 75% of the new common stock of Mag LLC, and 90% of
the new convertible preferred stock (face amount of $138.9
million.

Whether the noteholders are impaired or unimpaired, and
consequently their voting rights, is still unknown under the
present iteration of the Plan.  The remaining 25% of the new common
stock will be distributed as part of a management incentive plan
and will vest after 3 years, according to the RSA.

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

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

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

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

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

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

                     About Magnetation LLC

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

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

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

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



MATCH GROUP: S&P Assigns 'BB' CCR & Rates $800MM Loan 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
corporate credit rating to Dallas-based online dating company The
Match Group Inc.  The rating outlook is stable.

Concurrently, S&P assigned its 'BB+' issue-level rating and '2'
recovery rating to Match's proposed $800 million senior secured
term loan due 2022.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%-90%; lower half of the
range) of principal in the event of a payment default.

S&P also assigned its 'BB-' issue-level rating and '5' recovery
rating to the proposed $500 million senior unsecured notes due
2022.  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 'BB' corporate credit rating on Match reflects S&P's
expectation for increased subscriber monetization and healthy
organic revenue growth rate (in excess of 5%) over the next 12-24
months and that debt leverage will decline to the lower end of
S&P's 3x-4x threshold for the rating.  S&P views Match's business
risk profile as "fair," based on the company's solid competitive
position, recurring subscription revenues, and good profitability.
These factors are partly offset by the risks pertaining to rapid
innovation and creative destruction in the Internet sector and the
company's moderate debt leverage.  Pro forma for proposed
transactions and IPO, Match will be a majority owned subsidiary of
IAC/InterActiveCorp. and IAC will exercise effective voting control
over Match with more than 80% of voting rights.  It is possible
that IAC's and Match's interests could diverge over time leading to
higher debt leverage at Match.  However, S&P views a change in
financial policy as unlikely.

Match is the category leader in online dating services, with more
than 45 brands and users in more than 190 countries.  The company's
goal is to offer dating products catering to the specific needs of
its users, hence its large portfolio of brands. According to
Research Now, three of the top five dating brands by awareness in
North America are owned by Match and 88% of singles in North
America are aware of at least one Match brands.  Marketing and
especially Internet marketing are vital to Match's longer term
success.  The internet is the company's most important customer
acquisition channel.  Match will need to continue to invest and
refine its Internet marketing practices to acquire new subscribers
on a cost-effective basis.

"The stable rating outlook reflects our expectation that Match will
have healthy organic growth rates over the next several years and
its adjusted debt leverage will remain in the 3x-4x area," said
Standard & Poor's credit analyst Andy Liu.

S&P could lower the rating if the company's adjusted debt leverage
exceeds 4x.  This would likely result from large debt-financed
acquisitions combined with some level of operational challenges.

S&P views an upgrade as less likely than a downgrade.  A potential
upgrade would require a non-Match brand achieving critical mass and
becoming a meaningful contributor of EBITDA, thus increasing the
company's revenue diversity.  At this time, Tinder is the mostly
candidate.  Additionally, because Match is a majority owned
subsidiary of IAC, an upgrade of Match would mostly likely require
an upgrade of IAC, which S&P views as unlikely.



MEDIMPACT HOLDINGS: S&P Raises Rating on 1st Lien Debt to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on MedImpact
Holdings Inc.'s first-lien debt, issued by subsidiary MI OpCo
Holdings Inc., to 'BB-' from 'B+' and revised the recovery rating
on the debt to '2' from '3'.

The rating action follows the company's announcement of changes to
its proposed first-lien term loan.  As part of the structure
change, MedImpact will meaningfully increase its annual
amortization on the term loan, which S&P believes would result in
lower total debt outstanding (and thus better recovery prospects)
for lenders in a default scenario.

S&P raised the the issue-level ratings on the first-lien debt and
revised the recovery rating principally because of lower expected
total debt at default due to the higher amortization.  The '2'
recovery rating on the first-lien debt indicates S&P's expectation
of substantial (70% to 90%, at the low end of the range) recovery
in the event of a payment default.

MedImpact's capital structure consists of a $350 million term loan
and approximately $65 million in various unsecured notes.  S&P's
'B+' corporate credit rating and positive outlook on MedImpact
reflects the company's single business focus in the largely
consolidated Pharmacy Benefit Manager (PBM) business, modest
organic growth, and relatively small market share compared to
larger competitors such as Express Scripts and CVS-Caremark.  It
also reflects S&P's expectation that leverage will be in the mid-
to high-2x area, with funds from operations to total debt near 30%
and over $90 million in annual discretionary cash flow.

RECOVERY ANALYSIS

Key analytical factors:

   -- S&P's '2' recovery rating on the senior term loan indicates
      the expectation of substantial (in the low range of 70% to
      90%) recovery.

   -- S&P's simulated default scenario contemplates a default in
      2018, precipitated by declining EBITDA stemming from pricing

      pressures, contract losses, and competition from larger
      competitors in the generics subsector.

   -- S&P believes MedImpact would reorganize in the event of
      default.

   -- S&P has valued the company on a going-concern basis using a
      5x multiple of S&P's projected emergence-level EBITDA.

Simulated default assumptions:

   -- Simulated year of default: 2018
   -- EBITDA at emergence: $51 million (about 70% below current
      levels)
   -- EBITDA multiple: 5.0x
   -- Gross enterprise value (EV): $253 million
   -- Net EV (after 3% administrative costs): $245 million

Simplified waterfall:

   -- Collateral value available to secured creditors:
      $245 million
   -- Secured first-lien debt: $337 million
      -- Recovery expectations: 70% to 90%

RATINGS LIST

MedImpact Holdings Inc.
Corporate Credit Rating       B+/Positive/--

Rating Raised; Recovery Rating Revised
                               To          From
MI OpCo Holdings Inc.
First-Lien Debt               BB-         B+
   Recovery Rating             2L          3H



MERITAGE HOMES: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Meritage Homes Corp. to positive from stable.  At the
same time, S&P affirmed its 'BB-' corporate credit rating and
unsecured debt ratings on the company.  The recovery rating is a
'3', reflecting S&P's expectation of meaningful (50% to 70%; at the
lower end of the range) recovery in the event of default.

The outlook is positive based on S&P's view that Meritage should
continue to increase EBITDA through an expanding community count
that will drive further improvement in its credit measures.

"We expect U.S. housing starts will improve by about 10% over the
next 12 months, a level that will support our growth forecast for
Meritage," said Standard & Poor's credit analyst Thomas O'Toole.
"The outlook revision also reflects our understanding that
management is committed to achieving and maintaining better credit
measures in this time frame."

S&P would consider an upgrade if the company can maintain debt to
EBITDA below 3x and funds from operations to debt of at least 20%.
This could result in the removal of the unfavorable comparative
rating analysis.

S&P would revise the outlook to stable if the tight labor markets
or other adverse conditions result in slower than expected EBITDA
growth, such that leverage remains above 3x EBITDA.



MF GLOBAL: Investors Get Class Certication in Collapse Case
-----------------------------------------------------------
Y. Peter Kang at Bankruptcy Law360 reported a New York federal
judge on Oct. 14, 2015, granted class certification to a group of
MF Global Inc. investors who say they were swindled by the
now-collapsed commodities brokerage and its underwriters, ruling
that they have satisfied all the requirements for certification.

U.S. District Judge Victor Marrero certified a class of senior note
holders led by named plaintiff Government of Guam Retirement Fund,
which is pursuing the suit against underwriters Jefferies & Co.,
Lebenthal & Co., Natixis Securities North America Inc., Sandler
O'Neill & Partners LP.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of  

the world's leading brokers of commodities and listed derivatives.

MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S. Trustee
to appoint a chapter 11 trustee.  On Nov. 28, 2011, the Bankruptcy
Court entered an order approving the appointment of Louis J. Freeh,
Esq., of Freeh Group International Solutions, LLC, as Chapter 11
trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810).  On
Dec. 27, the Court entered an order installing Mr. Freeh as Chapter
11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.  J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel.  The Garden City Group, Inc., serves as claims
and noticing agent.  The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
  
The Official Committee of Unsecured Creditors has retained Capstone
Advisory Group LLC as financial advisor, while lawyers at Proskauer
Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from the
plan.  As a consequence of a settlement with JPMorgan, supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%.  Bank lenders will have the same
recovery on their $1.174 billion claim against the holding company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19 billion in unsecured claims
against the finance subsidiary, one of the companies under the
umbrella of the holding company trustee.  Previously, the predicted
recovery was 14.7% to 34% on bank lenders' claims against the
finance subsidiary.


MICROSEMI CORP: Moody's Puts Ba2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed all the credit ratings of
Microsemi Corp., including the Ba2 Corporate Family Rating, on
review for downgrade following Microsemi's announcement that it
submitted an offer to acquire PMC-Sierra, Inc.  Microsemi's bid for
PMC is comprised of a combination of cash ($8.75 per share) and
Microsemi shares (valued at $2.75 per share).  This marks the
second public offer for PMC: on October 5th, Skyworks and PMC
announced that they had entered into a definitive agreement for
Skyworks to acquire PMC in an all-cash offer of $10.50 per share.

Microsemi plans to fund the acquisition using about $540 million
worth of Microsemi shares and $1.7 billion of cash funded with new
debt.  Microsemi has obtained $2.9 billion of committed debt
financing, which will be used to refinance $1 billion of debt and
to provide the $1.9 billion of incremental debt for the acquisition
and transaction costs.

RATINGS RATIONALE

The acquisition will diversify Microsemi's end market exposure,
expanding Microsemi further into the data center end market with
PMC's storage connectivity and controller business, whichcompetes
with Avago Technologies Ltd.  PMC's gross margins are much higher
than Microsemi's, suggesting a strong intellectual property
portfolio, which provides PMC with pricing power.  Moreover,
Microsemi expects to capture cost synergies of $100 million
primarily through the removal of duplicate operating expenses.  A
smaller portion of the $100 million of synergies (up to about $15
million) should come from cost of goods sold benefits derived from
the increased purchasing volume of the combined firm.  Within the
operating expense synergies, Microsemi expects synergies in both
research and development and sales, reflecting, in part, the
product overlap in communications, as both companies serve the
wireless telecommunications infrastructure market.

The review will focus on: (1) Microsemi's strategic plan to
integrate and grow the combined companies, as the acquisition of
PMC will include overlapping product and research and development
in the communications segment; (2) the specific plans for
deleveraging, including the pace of debt reduction relative to
earnings growth, and the financial policy going forward; (3) the
amount, timing and costs of achieving the synergies, which
management has estimated at about $100 million, with $75 million
exiting the first quarter following closing; (4) the likelihood of
PMC Board and shareholder approval for the bid; and (5) regulatory
approvals, noting the company's belief that the deal does not
require foreign regulatory approvals.  At the conclusion of the
review, Moody's expects that Microsemi's ratings could be
downgraded by up to one notch.

Funding this acquisition will clearly result in higher leverage.
Based on the preliminary plan outlined by Microsemi, Moody's
estimates that debt to combined company EBITDA will be above 6x
(Moody's adjusted, excluding synergies) for the twelve months ended
June 2015.  This reflects both the $2 billion of incremental
acquisition debt and PMC's EBITDA margin profile, which is lower
than that of Microsemi.  Still, based on Microsemi's public
comments, Moody's expects Microsemi will prioritize debt reduction
after investing in the business, producing an improving leverage
profile over time, with debt to EBITDA (Moody's adjusted) declining
toward 4x over the next year as synergies are realized.

On Review for Downgrade:

Issuer: Microsemi Corp.

  Probability of Default Rating, Placed on Review for Downgrade,
   currently Ba3-PD

  Corporate Family Rating, Placed on Review for Downgrade,
   currently Ba2

  Senior Secured Bank Credit Facility, Placed on Review for
   Downgrade, currently Ba2 (LGD3)

The SGL-2 speculative grade liquidity rating is subject to change
depending on the post-acquisition liquidity profile of the
company.

Microsemi Corp., based in Aliso Viejo, California, is a global
supplier of high-performance analog (HPA) and mixed signal
integrated circuits as well as high reliability discrete
semiconductors targeted to the defense & security, aerospace,
communications, and industrial end markets.

PMC-Sierra, Inc., based in Sunnyvale, California, is a fabless
supplier of mixed signal integrated circuits and related software
for use in data centers and enterprise networking applications. Key
products include solid state drive controllers and PCIe storage
switches.

The principal methodology used in these ratings was Global
Semiconductor Industry Methodology published in December 2012.



MICROSEMI CORP: S&P Puts 'BB' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed all ratings,
including the 'BB' corporate credit rating, on Microsemi Corp. on
CreditWatch with negative implications.

"The CreditWatch listing follows Microsemi's announcement today
that it has offered to acquire PMC-Sierra for $8.75 in cash per
share and 0.0736 of a share of Microsemi common stock per share of
PMC-Sierra common stock, implying an enterprise value of $2.2
billion net of PMC-Sierra's cash," said Standard & Poor's credit
analyst Christian Frank.

Microsemi expects to capture more than $100 million in annual cost
synergies, realizing $75 million in the first full quarter.  S&P
estimates that adjusted leverage will increase to the mid-5x area
pro forma for PMC-Sierra's earnings, and the mid-4x area pro forma
for expected cost savings, both above S&P's downside threshold of
4x.  The transaction would complement Microsemi's optical and
switching portfolios and accelerate existing data center growth.
PMC-Sierra announced that it agreed to be acquired by Skyworks
Solutions Inc. for $10.50 per share in cash.

S&P will resolve the CreditWatch listing following PMC-Sierra's
resolution of its multiple offers and S&P's review of the business
and financial impact of the transaction on Microsemi's credit
profile, likely within 90 days.  S&P will meet with management to
discuss its integration plans, as well as its long-term financial
policies.  A downgrade, if appropriate, would likely be limited to
one notch.



MILLENNIUM HEALTH: S&P Lowers CCR to 'CC', on CreditWatch Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Millennium Health LLC to 'CC' from 'CCC+', and placed the
ratings on CreditWatch with negative implications.

At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan to 'CC' from 'CCC+'.  S&P also
placed the rating on this debt on CreditWatch with negative
implications.  The recovery rating on this debt remains '4',
indicating S&P's expectation for average (30% to 50%, at the high
end of the range) recovery to lenders in the event of payment
default.

"The downgrade follows Millennium Health's announcement that it has
reached an agreement with a majority of its lenders to restructure
its term loan, resulting in a reduction in total debt," said
Standard & Poor's credit analyst Shannan Murphy.  S&P would view
the completion of a restructuring transaction that reduces the
principal balance on the term loan as tantamount to a default.

Upon completion of the restructuring, S&P will lower the corporate
credit rating and issue-level rating on Millennium's term loan to
'D'.  As soon as possible thereafter, S&P will reassess
Millennium's post-restructuring capital structure and assign a new
corporate credit rating that reflects the new structure.

S&P expects to resolve its CreditWatch listing when the company
completes its restructuring or misses an interest payment.  At that
time, S&P would expect to lower both the corporate credit rating
and the issue-level rating on Millennium's term loan to 'D'.



MOLYCORP INC: Creditors Ask Court for Help in Oaktree Probe
-----------------------------------------------------------
ABI.org reported that Molycorp Inc.'s unsecured creditors want to
investigate lender Oaktree Capital Management LP , which they say
loaded the rare-earths miner with debt in transactions the
creditors may sue to challenge in court.  The official committee
representing Molycorp's unsecured creditors is asking the
bankruptcy court to let it question Oaktree employees and review
various documents about transactions between the Los Angeles-based
private-equity firm and Molycorp that took place in the months
before Molycorp's Chapter 11 filing.

                       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.



NEWZOOM INC: Targeting November Approval of Debt-for-Equity Plan
----------------------------------------------------------------
NewZoom, Inc., filed a proposed Chapter 11 Plan of Reorganization
on Sept. 22, 2015, and is targeting a mid-November confirmation of
the Plan.

The Plan provides for a reorganization of the Debtor's business
funded by the Debtor's prepetition lenders, led by MIHI LLC, which
is affiliated with Macquarie Capital (USA), Inc.  Using a new exit
facility, the Debtor intends to repay its obligations under the
DIP Facility and exit bankruptcy as a going concern.

The Plan provides that

   -- 100% of the equity interests in the Reorganized Debtor will
be issued to the prepetition lenders, which are owed not less than
$24.1 million in principal for secured loans provided prepetition.

   -- Funds from the exit facility and the Debtor's operations will
allow the debtor to pay the allowed administrative, tax, and fee
claims as provided in the Plan.  

   -- Unsecured creditors will receive beneficial interests in
certain "Exempt Assets Trust" created by the Plan.  The Exempt
Assets Trust will be populated with property to be determined in
consultation with the Committee, but at the sole discretion of the
Debtor, known as the "Exempt Assets Trust Property."  That
property, in turn will be administered by an Exempt Assets Trustee
who will ultimately make one or more distributions to unsecured
creditors.

  -- The existing preferred interests and common interests will all
be cancelled, and holders of these interests won't receive
anything.

Holders of priority claims (Class 1) and other secured claims
(Class3) are Unimpaired and deemed to have accepted the Plan.

Holders of prepetition facility claims (Class 2), Unsecured claims
(Class 4), preferred interests (Class 5) and common interests
(Class 6) are impaired under the Plan; however only Classes 2 and 4
are entitled to vote on the Plan because Classes 5 and 6 are deemed
to have rejected the Plan.

A copy of the Disclosure Statement dated Sept. 22, 2015, is
available for free at:

     http://bankrupt.com/misc/NewZoom_57_DS.pdf

A copy of the Plan of Reorganization dated Sept. 22, 2015, is
available for free at:

     http://bankrupt.com/misc/NewZoom_56_Plan.pdf

In its motion seeking approval of the disclosure statement, the
Debtor proposes to seek confirmation of the Plan based on this
timeline:

  * Oct. 26, 2015: Deadline for filing of motions pursuant to
Bankruptcy Rule 3018;

  * Nov. 6, 2015: Voting deadline and deadline for filing
objections to confirmation of the Plan;

  * Nov. 13, 2015: Deadline for (i) the filing of the affidavit
certifying the amount and number of allowed claims of each class
accepting or rejecting the Plan and (ii) for the filing of the
Debtor's (a) brief in support of the Plan and consolidated reply to
any objections to the Plan and (b) reply to any objections to any
motions filed pursuant to Bankruptcy Rule 3018; and

  * Nov. 18, 2015: Requested date for Confirmation Hearing.

                           About NewZoom

Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel.  It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping.  It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan.  The Debtor employs
approximately 115 people.

NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015.  The petition was
signed by John A. Lawrence, the president and CEO.  The case is
assigned to Judge Hannah L. Blumenstiel.

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

Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtor.
Prime Clerk LLC acts as the claims and noticing agent.

The Official Committee of Unsecured Creditors tapped Sheppard
Mullin Richter & Hampton LLP as attorneys.

MIHI LLC is providing $3.7 million to finance the Chapter 11
effort.


NEWZOOM INC: U.S. Trustee Objects to Disclosure Statement
---------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 17, is
asking the U.S. Bankruptcy Court for the Northern District of
California to decline approval of the disclosure statement
explaining NewZoom, Inc.'s proposed Chapter 11 Plan of
Reorganization dated Sept. 22, 2015.

"As a general matter, the Disclosure Statement is materially
deficient because it lacks meaningful information concerning
Debtor's assets, liabilities, and what and how creditors will be
paid. The Disclosure Statement is supported by Exhibits that have
not been filed and several material terms will be contained in a
"Plan Supplement" that has not been filed. Specifically, the
Disclosure Statement does not provide sufficient disclosures
appropriate to the circumstances of this case," the U.S. Trustee
said in its Oct. 13 objection.

The U.S. Trustee points out, among other things, the Disclosure
Statement fails to identify which assets will be transferred to the
Trust and which assets will be transferred to the Reorganized
Debtor. By way of example, both the Plan and Disclosure Statement
refer to "Transferred Causes of Action" and "Assets" but fail to
provide any meaningful identification of what assets fall within
the various categories.

The U.S. Trustee also says that the Disclosure Statement should be
amended to provide adequate information concerning the legal
justification for the proposed discharge and releases for
non-debtor third parties.  The Debtor, according to the U.S.
Trustee, does not provide for any legal authority for broad
injunctive relief for actions against or affecting "the Reorganized
Debtor, the Debtor, the Estate, the Assets, the Disbursing Agent,
the Exempt Assets Trust, or any of the respective current or former
members, directors, managers, officers, employees, agents,
trustees, professionals or successors and assigns . . . "

                          *     *     *

The U.S. Trustee has filed a motion for an order deeming its
objection to the Disclosure Statement as timely filed.  The U.S.
Trustee filed its objection Oct. 13 but the filing was completed
after the 4:00 p.m. deadline.  The Debtor and the Committee,
through their respective attorneys, have advised that their
respective clients do not oppose the U.S. Trustee's request that
the Objection be deemed timely filed.

                           About NewZoom

Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel.  It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping.  It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan.  The Debtor employs
approximately 115 people.

NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015.  The petition was
signed by John A. Lawrence, the president and CEO.  The case is
assigned to Judge Hannah L. Blumenstiel.

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

Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtor.
Prime Clerk LLC acts as the claims and noticing agent.

The Official Committee of Unsecured Creditors tapped Sheppard
Mullin Richter & Hampton LLP as attorneys.

MIHI LLC is providing $3.7 million to finance the Chapter 11
effort.


NILHAN HOSPITALITY: Hires Garhwal Chan as Accountants
-----------------------------------------------------
Nilhan Hospitality, LLC seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Hari
Garhwal, C.P.A. and Garhwal, Chan & Williams as accountants, nunc
pro tunc to April 20, 2015

The Debtor requires Garhwal Chan to prepare the 2014 U.S. Return of
Partnership Income. Additionally, the accountants will be available
to represent the Debtor with respect to any government examination
of the returns.

Garhwal Chan agreed to prepare the tax returns for a fixed, flat
rate of $2,500. If the accountants are asked to provide services
beyond preparation of the tax returns then, subject to Court
approval, the accountants would bill at their standard hourly rates
ranging from $195 to $600 plus out-of-pocket expenses permitted by
the current bankruptcy court rules.

Hari Garhwal, co-founder of Garhwal Chan, 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.

Garhwal Chan can be reached at:

       Hari Garhwal
       GARHWAL, CHAN & WILLIAMS
       350 California Street, Suite 1990
       San Francisco, CA 94104
       Tel: (415) 263-1900
       Fax: (415) 263-1908
       E-mail: harigcw@aol.com


OLIN CORP: Moody's Affirms Ba1 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating and Ba1-PD probability of default rating (PDR) of Olin
Corporation, the ultimate holding company of the subsidiary
guarantors to the group's senior credit facilities and senior
unsecured debt obligations.  Concurrently, Moody's has affirmed the
Ba1 rating to Blue Cube Spinco Incorporated's $1.22 billion senior
unsecured notes which are guaranteed by Olin on a senior unsecured
basis.  The new notes are comprised of a $720 million and a $500
million senior unsecured issue, due in 2023 and 2025 respectively.
Moody's understands that the proceeds from the new notes are being
used to finance the completed combination of Olin and the Dow
Chemical Company's (Dow, Baa2 stable) chlor-alkali business known
as Dow Chlorine Products (DCP, unrated).  Moody's has also assigned
a Speculative Grade Liquidity (SGL) rating of SGL-2 to Olin,
indicating that Moody's believes Olin's liquidity profile, or
ability to meet its short-term (next 12-18 months) cash
obligations, is good.  The rating outlook remains stable.

In late March 2015, Olin and Dow announced a definitive agreement
that will see Olin acquire Dow's U.S. chlor-alkali, global epoxy
and global chlorinated organics businesses (Dow's chlor-alkali
business) for a total consideration of approximately $5.0 billion.
The transaction, which was financed with a combination of debt,
equity, and cash, closed on Oct. 5, 2015.

"Relative to Moody's original assumptions, the final debt package
put in place for the Olin-Dow transaction increases Olin's gross
debt and interest expense by approximately $300 million and $65
million, respectively.  The increase in debt and interest expense
is credit negative for Olin as it further stresses Olin's financial
flexibility during a key period of dramatic change to the company's
business profile; however, our projections continue to incorporate
meaningful debt reduction over the next 12 months and support the
Ba1 rating," says Anthony Hill, a Moody's Vice President -- Senior
Credit Officer and lead analyst for Olin.

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

Affirmations:

Issuer: Olin Corporation

  Corporate Family Rating, Affirmed Ba1
  Probability of Default Rating, Affirmed Ba1-PD
  Sr. unsecured notes due 2016, Affirmed Ba1 (LGD4)
  Sr. unsecured notes due 2022, Affirmed Ba1 (LGD4)

Outlook Actions:

Issuer: Olin Corporation

  Outlook, Remains Stable

Issuer: Calcasieu Parish Industrial Develop. Bd., LA

  Backed Industrial Revenue bonds due 2016, Affirmed Ba1 (LGD4)

Issuer: Illinois Development Finance Authority

  Backed Industrial Revenue bonds due 2016, Affirmed Ba1 (LGD4)

Issuer: Bradley County Industrial Development Brd, TN

  Backed Industrial Revenue bonds due 2017, Affirmed Ba1 (LGD4)

Issuer: Blue Cube Spinco Incorporated

  Backed Sr. unsecured notes due 2023, Affirmed Ba1 (LGD4)
  Backed Sr. unsecured notes due 2025, Affirmed Ba1 (LGD4)

Outlook Actions:

Issuer: Blue Cube Spinco Incorporated

  Outlook, Remains Stable

Assignments:

Issuer: Olin Corporation

  Speculative Grade Liquidity, Assigned SGL-2

RATINGS RATIONALE

Pro forma for the acquisition of Dow's chlor-alkali business,
Olin's financial leverage is expected to be weak for the Ba1
rating.  Olin has incurred approximately $3.5 billion in additional
debt (up from our original assumption of $3.2 billion) as a result
of the acquisition.  Pro forma for the transaction, Olin's leverage
is still expected to be upwards of 5.0x debt/EBITDA excluding
synergies, which is weak for the Ba1 rating. However, the company's
annual interest expense is now approximately $200 million (up from
our original assumption of $180 million) which translates to a
coverage of around 5.4x EBITDA/interest expense (versus our
original assumption of 6.0x EBITDA/interest expense).  The increase
in gross debt and the decrease in coverage will pressure the
company's financial flexibility, limiting available cash for the
required capital expenditures needed for asset rationalization
and/or optimization. Without such capital expenditures, the
company's synergy and EBITDA targets are at risk.

In Moody's view, Olin's historically conservative financial
policies and financial leverage somewhat offsets the increase in
gross debt and interest expense.  Moody's continues to expect the
company to reduce debt over the next 18 - 24 months to just below
3.5x debt/EBITDA, an adequate level for the rating.  Other than
leverage and coverage, New Olin's credit profile is expected to map
to the Baa-rating category in Moody's Global Chemical Industry
Rating Methodology.  All figures are on a Moody's-adjusted basis.

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

With an assigned SGL-2 rating, Olin's liquidity profile over the
next 12-18 months is expected to be good.  Moody's continues to
expect Olin to maintain a cash balance of no less than $200 million
in 2016 and 2017.  In June 2015, Olin entered into a new $1.85
billion senior credit facility consisting of a $500 million senior
revolving credit facility (revolver) and a $1.35 billion
delayed-draw term loan facility (term loan).  The new facility
(unrated), which is set to expire in 2020, has two maintenance
covenants, (1) a maximum leverage ratio of 4.50x debt/EBITDA
subject to traditional step-downs; and (2) a minimum coverage ratio
of 3.50x at all times -- these ratios are calculated as per the
credit facility documents and are not related to Moody's-adjusted
figures.  The increase in gross debt and interest expense lowers
our assessment of Olin's covenant cushion to a modest level from an
adequate level.  The revolver will replace the company's previous
revolving credit facility of $265 million, and the term loan was
used to refinance Olin's existing $415 million senior credit
facility and pay any fees associated with the acquisition.

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

Olin's stable outlook reflects weak metrics through 2016 with the
expectation that the company will utilize the vast majority of cash
flow to repay debt and that metrics will return to levels that
support the rating in 2017, and the company will maintain a modest
level of covenant cushion.  Additionally the stable outlook
reflects the expectation that 2016 EBITDA will be in excess of $1
billion.

With the close of the acquisition, Olin's size and lack of
diversity no longer limits the rating.  However, credit metrics
will be weak over the next 6 - 12 months following the transaction.
Pressure to upgrade Olin's rating will develop as leverage falls
towards 3.0x debt/EBITDA and retained cash flow/debt rises above
20%, both on a Moody's-adjusted basis.

Moody's would consider downgrading Olin's rating if we do not
expect progress towards significant deleveraging near term and the
company's credit metrics remain below acceptable levels -- (1)
leverage above 4.0x debt/EBITDA; (2) retained cash flow/debt below
12%; and (2) annual free cash flow generation is expected to remain
below $200 million.

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

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

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



ORACLE MINING: Enters Into Forbearance Agreement with Vincere
-------------------------------------------------------------
Oracle Mining Corp. on Oct. 16 disclosed that it has entered into a
forbearance agreement with Vincere Resource Holdings LLC, 0830438
B.C. Ltd. and Oracle Ridge Mining LLC.  Oracle Mining had
previously announced on September 4, 2015, its default of certain
milestone covenants pursuant to a secured convertible loan facility
for an aggregate principal amount of US$6.7 million with the
Lender.

Pursuant to the Forbearance Agreement, the Lender has agreed to
forbear from taking steps to demand the repayment of the monies
from time to time due and owing by Oracle Mining to the Lender in
respect of the Loan and enforce all security held by the Lender in
respect of the Loan and the Indebtedness until October 31, 2015, or
such later date as may be agreed in writing by the parties.

Oracle Mining also announced that all items put forward by the
Board of Directors and management were approved by shareholders at
the Annual General Meeting of shareholders held in Vancouver on
Oct. 15.  The three director nominees listed in the management
information circular dated September 16, 2015 were elected as
directors, with the voting tabulated as below:

                  Director Nominee Voting Results

Nominee                  Shares voted for (%)  Shares withheld (%)

Christophe Bernard       14,478,860 (99.90%)   14,101 (0.10%)
Michael Sheldon          14,480,853 (99.92%)   12,108 (0.08%)
Xuanren (Joe) Wu         14,478,866 (99.90%)   14,075 (0.10%)

A total of 15,310,390 voting shares were voted at the meeting,
representing 23.53 per cent of the votes attached to all
outstanding shares.

                   About Oracle Mining Corp.

Oracle Mining Corp. is a Vancouver, Canada-based corporation that
is the sole owner and operator of Oracle Ridge Mining LLC and the
Oracle Ridge copper project located 24 km northeast of Tucson,
Arizona.  .



OW BUNKER: Liquidation Plan to Set Up Trusts to Liquidate Assets
----------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that marine fuel
shipper OW Bunker filed a Chapter 11 liquidation plan on Oct. 14,
2015, in Connecticut bankruptcy court, proposing to set up two
trusts to liquidate the assets of its North American businesses and
repay part of the nearly $100 million creditors are owed.

Under the plan, OW Bunker A/S will create two liquidating trusts,
one for each of its North American units, to hold the estate assets
of each company and make distributions to creditors, while parent
OW Bunker Holding North America Inc. will dissolve.

                    About O.W. Bunker

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.  The company declared bankruptcy on Nov. 7, 2014,
following its admission that it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal is
the financial advisor.ne fuel (bunker) company founded in
Denmark.  The company declared bankruptcy on Nov. 7, 2014,
following its admission that it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal is
the financial advisor.


PANTHER TRAILS: S&P Raises Rating on 2005 Revenue Bonds From 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'BBB-' from 'BB' its
long-term rating on Panther Trails Community Development District,
Fla.'s series 2005 special-assessment revenue bonds.  The outlook
is stable.

"The upgrade reflects our opinion of the district's improved
overall value-to-lien ratio and lower delinquency rates," said
Standard & Poor's credit analyst Ruth Ducret.

The series 2005 bonds are secured by non-ad valorem special
assessments imposed and levied on specific land parcels within the
community development district and collected by Hillsborough
County.

The district, in Hillsborough County, is fully developed, and the
assessment area securing the series 2005 bonds consists of 377
single-family units.  Special assessments are included on the
property tax bill and have a lien status equal to the liens of all
state, county, district, and municipal taxes, creating a strong
incentive to pay the special assessments.

The stable outlook reflects Standard & Poor's opinion that
special-assessment collections will likely be sufficient to pay
bond debt service.  Given the overall economic recovery throughout
the region, S&P do not expect a significant reduction in the
assessment area's assessed value, and S&P expects the bonds'
overall value-to-lien ratio will likely remain stable.  Further,
S&P expects delinquency rates to remain low.  For these reasons,
S&P do not expect changing the rating within the two-year outlook
period.



PATRIOT COAL: Court Approves Blackacre as Panel's Coal Consultant
-----------------------------------------------------------------
The Hon. Keith L. Philipps of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Patriot Coal
Corporation, et al., to retain Blackacre, LLC, as its coal
consultant, nunc pro tunc to June 23, 2015.

As reported by the Troubled Company Reporter on Sept, 4, 2015,
Blackacre will analyze issues that may arise in the Chapter 11
cases that are specific to the coal and mining industry,
specifically:

   a) review and analyze any bid submitted as part of the process
to sell the Debtors' assets;

   b) review and analyze the Debtors' disclosure statement and plan
of reorganization; and

   c) review and analyze other proposals made by the Debtors in
their cases to determine whether such proposals are feasible and
optimal;

   d) develop an expert report and opinion and provide expert
testimony with respect to any bid, disclosure statement, plan of
reorganization, or other proposal put forward by the Debtors.

Blackacre will be compensated as follows:

   1. If Blackacre's fees and expenses for a given month are
$15,000 or less, it will submit an invoice for such fees and
expenses to Morrison & Foerster for payment pursuant to the
engagement letter.  If Morrison & Foerster, after reviewing the
invoice and consulting with the Committee, determines that the
requested payment is reasonable and appropriate, Morrison &
Foerster may remit payment on account of the invoice and treat such
payment as an expense on Morrison & Foerster's applicable monthly
invoice.

   2. If Blackacre's fees and expenses for a given month exceed
$15,000, Blackacre will apply for compensation for professional
services rendered and reimbursement of expenses in compliance with
Sections 330 and 331 of the Bankruptcy Code.

Beginning with the period ending on July 31, 2015, and at three
month intervals thereafter, Blackacre will file an interim fee
application for compensation and reimbursement of expenses sought
during the interim fee period in compliance with Sections 330 and
331 of the Bankruptcy Code and the interim compensation order.

Blackacre currently charges $450 per hour for founder W. Douglas
Blackburn's consulting services, up to $5,000 per day.

Blackacre will also seek reimbursement for all actual out-of-pocket
expenses incurred by Blackacre on the Committee's behalf.

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

The firm may be reached at:

     W. Douglas Blackburn, Jr.
     2849 Oak Point Lane
     Richmond, VA 23233
     Telephone: 804-527-1015
     Mobile: 804-314-6105
     FAX: 804-527-5308
     E-mail: blackacrellc@yahoo.com

                        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.


PATRIOT COAL: Retirees Can Hire Schnader Harrison as Local Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized the Official Retiree Committee for Patriot Coal
Corporation and its debtor-affiliates to employ Schnader Harrison
Segal & Lewis LLP as its local counsel for all matters under these
Chapter 11 proceedings, nunc pro tunc, to July 9, 2015.

The firm will:

     a) assist lead counsel in advising the Retiree Committee with
respect to the general duties of a committee formed pursuant to
Section 1114 of the Bankruptcy Code, advising the Retiree Committee
members with respect to their fiduciary duties, and the Retiree
Committee's duty to communicate with the retiree constituents;

     b) assist lead counsel with the preparation of all necessary
motions, answers, orders, reports and other legal papers in
connection with the Retiree Committee's interests in this Case;

     c) assist lead counsel in working with other professionals (if
any) retained by the Retiree Committee;

     d) assist lead counsel with the submission of all necessary
retention and compensation filings for the professionals retained
by the Retiree Committee (if any) and preparation and submission of
Retiree Committee expenses for reimbursement;

     e) assist lead counsel in the representation of the interests
of the Retiree Committee in any sale by the Debtors of any or all
remaining assets;

     f) assist lead counsel in the representation of the interests
of the Retiree Committee in any and all matters otherwise necessary
to protect its interests; and

     g) serve as local counsel and assist lead counsel in the
representation of the Retiree Committee.

The firm's professional and their hourly rates:

Professional               Designation     Hourly Rate
------------               -----------     -----------
Gordon S. Woodward, Esq.   Partner            $425
Richard Barkasy, Esq.      Partner            $525
Dorothy Martinez           Paralegal          $250

Designation                                Hourly Rate
-----------                                -----------
Partners                                    $425-$525
Associates                                  $230-$325
Legal Assistants                            $230-$250

Gordon S. Woodward, Esq., partner at the firm, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Gordon S. Woodward, Esq.
   SCHNADER HARRISON SEGAL & LEWIS LLP
   750 9th Street, NW, Suite 550
   Washington, DC 20001-4534
   Tel: (202) 419-4215
   Fax: (202) 419-4253
   Email: gwoodward@schnader.com

                        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.


PATRIOT COAL: Taps Jackson Kelly as Special Counsel
---------------------------------------------------
Patriot Coal Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to employ Jackson Kelly PLLC as their special counsel.

The firm is expected to prepare and file on behalf of the Debtors
all necessary or appropriate motions, applications, answers,
orders, reports and other papers in connection with the following:

     a) certain environmental matters relating to certain of the
Debtors' many coal leases, coal property, mines and other
properties and installations;

     b) mine safety and health matters, including alleged
violations of the Mine Safety and Health Act;

     c) defense of federal black lung cases;

     d) defense of West Virginia deliberate intent litigation (in
which West Virginia employees are permitted to bring actions
against employers, under certain circumstances, regardless of
workers compensation laws);

     e) litigation on behalf of one or more of the Debtors as a
party plaintiff;

     f) litigation on behalf of one or more of the Debtors as a
party defendant;

     g) local real estate and commercial transactions, as needed
from time to time, which will not duplicate services provided by
the Debtors' other counsel;

     h) local legislative and lobbying services;

     i) representation of one or more of the Debtors in arbitration
issues; and

     j) representation of the Debtors before the West Virginia
Legislature and its committees and interfacing on behalf of the
Debtors with the Governor of West Virginia, his Chief of Staff and
other appointed officials in relation to the administrative matters
affecting the Debtors.

The Debtors tell the Court that they have agreed to pay Jackson
Kelly $30,000 per year, payable at the rate of $2,500 per month.
The firm's currently rate for services rendered on behalf of the
Debtors range as follows:

   Designation             Hourly Rate
   -----------             -----------
   Partners                $220-$335
   Associates              $170-$246
   Staff Attorneys         $170
   Paraprofessionals       $102-$155

Michael T. Cimino, partner at the firm, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Mr. Cimino can be reached at:

   Michael T. Cimino
   Jackson Kelly PLLC
   500 Lee Street East, Suite 1600
   Charleston, WV 25301-3202
   Tel: (304) 340-1299
   Cel: (304) 546-1780
   Fax: (304) 340-1050
   Email: mcimino@jacksonkelly.com

                        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.


PUERTO RICO ELECTRIC: Forbearance Agreement Extended to Oct. 22
---------------------------------------------------------------
The Puerto Rico Electric Power Authority (PREPA), Puerto Rico's
publicly owned electricity provider, on Oct. 15 disclosed that it
has entered into agreements with the ad hoc group of bondholders
and fuel line lenders to extend its forbearance agreements to
October 22, 2015.  PREPA will use the extension to continue
discussions with its monoline bond insurers and finalize its
agreements with the forbearing creditors.

"PREPA continues to make significant progress in its transformation
efforts and the extension of our forbearance agreements provides us
additional time to work towards an agreement with all of our key
creditors," said Lisa Donahue, Chief Restructuring Officer of
PREPA.  "We are working to accomplish a comprehensive
transformation of PREPA that shares the burden among key
stakeholders to address PREPA's finances and to overhaul its
operations to ensure that Puerto Rico has the energy infrastructure
necessary to thrive for generations to come."

                         *     *     *

The Troubled Company Reporter on Feb. 4, 2015 reported that
Standard & Poor's Ratings Services said it maintained its 'CCC'
rating on the Puerto Rico Electric Power Authority's (PREPA) power
revenue bonds on CreditWatch with negative implications.  S&P
originally placed the rating on CreditWatch on June 18, 2014.

On Dec. 15, 2014, TCRLA reported that Fitch is maintaining the $8.6
billion of Puerto Rico Electric Power Authority (PREPA) power
revenue bonds on Negative Rating Watch.  The bonds are currently
rated 'CC'.

As reported in the Troubled Company Reporter on Sept. 19, 2014,
Moody's Investors Service has downgraded the rating for Puerto Rico
Electric Power Authority's (PREPA) $8.8 billion of Power Revenue
Bonds to Caa3 from Caa2.  This rating action concludes the rating
review that Moody's initiated on July 1, 2014.  PREPA's rating
outlook is negative.



QUIKSILVER INC: Court Sets Claims Filing Deadline
-------------------------------------------------
At the behest of Quiksilver Inc. and its debtor-affiliates, the
Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware:

     -- set a deadline for filing proofs of claim;

     -- established procedures for the filing of claims.

Judge Shannon noted that all proofs of claim must be filed no later
than 28 days after service of the bar date notice.  In addition, he
set March 7, 2016, as last day for governmental units to file their
claims against the Debtors.

All proofs of claim must be submitted to:

   Quiksilver Inc. Claims Processing Center
   c/o Kurtzman Carson Consultants
   2335 Alaska Avenue
   El Segundo, CA 90245

                         About Quiksilver

Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories.  The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage.  The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate.  The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.

Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.

In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The remaining 66% is attributable to the Non-Debtor Affiliates
located outside the United States.

Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014.  The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops."  At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75 are
located in the United States.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer.  The Debtors disclosed total assets of $337 million and
total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc.
and its affiliates appointed seven members to the official
committee of unsecured creditors.

                        *     *     *

Quiksilver, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint Chapter 11 plan of reorganization,
which impairs holders of secured note claims, unsecured note claims
and general unsecured claims.

Distributions under the Plan and the Reorganized Debtors'
operations post-Effective Date will be funded from: (a) an exit
facility, (b) rights offering, (c) plan sponsor and backstop
parties commitment, and (d) other plan funding.  On the Effective
Date of the Plan, the Reorganized Debtors will enter into an
asset-based revolving credit facility in the principal amount of up
to [$120.0] million.  Eligible Offerees will have the right to
exercise subscription rights for the purchase of up to $122.5
million of New Quiksilver Common Stock.

A full-text copy of the Plan dated Oct. 13, 2015, is available at
http://bankrupt.com/misc/QSIplan1013.pdf


QUIKSILVER INC: Must File Schedules and Statement by Oct. 24
------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Quiksilver Inc. and its debtor-affiliates
until Oct. 24, 2015, to file their schedules of assets and
liabilities, and statements of financial affairs.

                         About Quiksilver

Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories.  The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage.  The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate.  The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.

Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.

In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The remaining 66% is attributable to the Non-Debtor Affiliates
located outside the United States.

Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014.  The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops."  At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75 are
located in the United States.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer.  The Debtors disclosed total assets of $337 million and
total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc.
and its affiliates appointed seven members to the official
committee of unsecured creditors.

                        *     *     *

Quiksilver, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint Chapter 11 plan of reorganization,
which impairs holders of secured note claims, unsecured note claims
and general unsecured claims.

Distributions under the Plan and the Reorganized Debtors'
operations post-Effective Date will be funded from: (a) an exit
facility, (b) rights offering, (c) plan sponsor and backstop
parties commitment, and (d) other plan funding.  On the Effective
Date of the Plan, the Reorganized Debtors will enter into an
asset-based revolving credit facility in the principal amount of up
to [$120.0] million.  Eligible Offerees will have the right to
exercise subscription rights for the purchase of up to $122.5
million of New Quiksilver Common Stock.

A full-text copy of the Plan dated Oct. 13, 2015, is available at
http://bankrupt.com/misc/QSIplan1013.pdf


QUIRKY INC: Trustee Says Employee Bonus Plans Aren't Justified
--------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that a U.S. Trustee
objected in New York bankruptcy court to Quirky Inc.'s proposed
incentive and retention plans, arguing the company hasn't justified
why the plans are necessary or shown why the participants are
critical to the company's wind-down.

U.S. Trustee William K. Harrington identified a number of flaws in
Quirky's Key Employee Incentive Plan, including its failure to show
that the plan isn't merely retentive or to establish what the
participants must do to reach certain metrics.

                        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.



ROBERT MURPHY: Obama Administration Hits Back at Student Debtors
----------------------------------------------------------------
ABI.org reported that the Department of Education intervened on
Oct. 13, 2015, in the case of Robert Murphy, an unemployed
65-year-old who has waged a three-year legal battle to erase his
student loans in bankruptcy.  A win for Murphy would relieve him of
$246,500 in debt and could loosen the standard used to determine
how desperate someone needs to be to qualify for relief.
Government lawyers urged the federal judges not to cede any ground
to borrowers who say they are in dire financial straits and said
that doing so would imperil "the fiscal stability of the loan
program".


SAN JOAQUIN HILLS: Fitch Affirms 'BB+' $294MM Junior Bonds Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on San Joaquin Hills
Transportation Corridor Agency's (SJHTCA) $1.694 million senior
bonds at 'BBB-' and its $294 million junior bonds at 'BB+'. The
Rating Outlook on both ratings is Stable.

The 'BBB-' and 'BB+' ratings reflect state route (SR) 73's role as
a congestion-relieving facility, running parallel to the highly
congested Interstate highway I-5 and I-405 corridor in Orange
County, CA, and its dependence on sustained revenue growth over a
prolonged period in order to fully meet the authority's debt
service obligations. The affirmations reflect San Joaquin Hills
Transportation Corridor Agency's (SJHTCA) solid performance over
the last year, with gross toll revenue for the year coming in 7.7%
ahead of expectation.

KEY RATING DRIVERS

Revenue Risk - Volume: Midrange
Improving Traffic, Still Below Peak: The 15-mile limited access
highway serves as a congestion reliever in Orange and Riverside
Counties. Transactions declined from a peak of 31.1 million in
fiscal year (FY) 2007 to 25.3 million in FY2010 before remaining
essentially flat through FY2013 and increasing in FYs 2014 and
2015. Continuing improvement in Orange County's economy as
evidenced by a lower unemployment rate and recovering housing
prices should contribute to further traffic stability.

Revenue Risk - Price: Stronger (changed from Weaker)
Well-Tested Ratemaking Flexibility: The authority has the unlimited
legal ability to increase tolls as it sees fit, although its plan
is to implement small, regular, inflationary increases going
forward. Political freedom to implement toll increases has proven
robust. Over the past 10 years, its rate covenant has been well
tested, and proven to provide creditors with significant
protection.

Infrastructure & Renewal Risk: Stronger
Limited Capital Plan Going Forward: Caltrans owns and maintains the
road, with SJHTCA covering administrative and toll collection
related expenses. Capital improvement projects include the
development of a Caltrans maintenance station, and phase II of the
Glenwood interchange.

Debt Structure: Senior - Midrange / Junior - Midrange
The debt structure includes fixed-rate and amortizing senior and
junior debt subject to some interest accretion. Debt service
escalates through FY2041, albeit significantly slower than in the
previous debt structure.

Metrics Consistent with Criteria: Fitch rating case senior average
debt service coverage ratio (DSCR) is 1.44x, consistent with 1.40x
guidance at the 'BBB' category level, and this does not reflect the
significant benefit provided to creditors by strong liquidity
requirements. Junior lien DSCR metrics are also relatively robust,
also excluding the benefit of liquidity support. Leverage is
initially high, but falls quickly as cash balances build and debt
is repaid. A notable strength of the structure is the lack of
dependence on high revenue growth - a compounded annual revenue
growth rate of 1.13% will be sufficient to ensure both senior and
junior debt is fully serviced.

Peer Group: SJHTCA's closest peers come from Fitch's rated
standalone / small network toll roads portfolio with senior debt
rated in the 'BBB' category. Closest peers are its sister agency,
Foothill/Eastern Transportation Corridor Agency (F/ETCA), and E-470
Public Highway Authority, both of which face initially high
leverage and some dependence on revenue growth.

RATING SENSITIVITIES

Positive - Sustained Strong Performance: Consistent traffic and
revenue performance in line with or above the Fitch base case would
create additional debt service coverage margin and would likely
lead to positive rating pressure.
Negative - Material Underperformance: Significant performance below
our base case due to traffic or toll rate declines could pressure
the rating.
Negative - Unwillingness to Implement Toll Rate Increases: Changes
in management's historical stance towards timely toll rate
increases.

CREDIT SUMMARY

SJHTCA operates a 15-mile, six-lane limited access segment of SR 73
in Orange County, California. At its southern end it connects with
Interstate 5, and at its northern end it connects with a previously
constructed section of SR 73 near John Wayne Airport that connects
with I-405. The SR-73's purpose is to relieve congestion on the
parallel I-5, I-405, and the Pacific Coast Highway.

In November 2014, the authority underwent a major debt
restructuring that saw it issue $1.1 million of new senior debt and
$294 million on a newly created junior lien in order to refinance a
large portion of its then-in-place senior debt, extending the final
maturity on senior debt to 2050 and on junior debt to 2049 at the
same time.

Traffic and revenue on the road performed strongly in FY2015 (ended
June). Gross toll revenue for 2015 was $131.6 million compared to
last year's expectation of $122.2 million, reflecting a 7.7%
outperformance, and gross toll revenues were not forecast to exceed
$131 million until 2017.

SJHTCA continues to face some challenges with respect to
all-electronic tolling, and pursuable transactions remain
relatively high at 9% of total transactions. However, despite the
policy of waiving penalties for first-time violators that settle
their toll liability within 30 days, penalty revenues exceeded
forecast by $6.5 million.

Current expenses for the year to June were marginally below prior
expectations at $11.7 million (excluding tax arbitrage rebate
accrual of $1.2 million), as compared to the $12.5 million expected
last year. Although total current expenses were slightly lower than
previously expected, the variable component of such expenses
(credit card fees, postage and other transaction-related costs)
related to higher than expected transactions and revenues were
higher. The authority is looking to outsource all back-office
activities not already outsourced (currently limited to software
maintenance), and is moving toward an RFP process.

Average senior and junior DSCR for the year were 2.38x and 1.86x,
compared to sponsor case expectations for the year of 2.16x and
1.69x, respectively. The calculation for FY2015 reflects eight
months of revenue and six months of debt service and, therefore, is
not representative of the rest of the authority's debt service
profile. Nevertheless, outperformance during the year puts the
authority on a good footing as debt service obligations ramp up
over coming years. DSCR is expected to be around 1.40x (senior) and
at around 1.20x (junior) for FY2016 in the sponsor case, growing
thereafter.

Fitch has not adjusted its base and rating case scenarios for this
annual review. The base case remains broadly in line with the
sponsor case presented at the time of last year's restructuring,
albeit reflecting more conservative assumptions with respect to
violation revenue and fee income growth, and limited credit given
to interest income. In this scenario, senior DSCR remains in the
region of 1.5x over the medium term, while junior DSCR gradually
rises from around 1.2x in 2016 to around 1.4x by 2036.

Fitch's rating case adopts more conservative traffic growth
assumptions from 2023 onwards, with a larger impact assumed as a
result of I-405 widening in that year resulting in a 6% traffic
fall followed by two years of no growth, and only a modest return
to annual growth rates of 0.3% assumed thereafter. The scenario
reflects sponsor case toll rate and expense growth assumptions, and
adopts the same assumptions with respect to ancillary income as are
reflected in the Fitch base case. The resulting gross toll and
CFADS CAGRs are 2.7% and 2.5%, respectively, broadly flat on
inflation assumptions. In this scenario DSCR remains more supressed
over the medium term, hovering around 1.4x until 2040, while junior
DSCR remains closer to 1.30x over the life of the junior debt.

Fitch also looked at a break-even gross toll revenue growth
scenario, which also reflected 0% growth in ancillary income line
items and 3% expense growth. In order to determine the break-even
level, Fitch assumed drawings on the senior and junior debt service
reserve fund (DSRF) as well as supplemental reserve fund (SRF) in
order to supplement CFADS in meeting debt service obligations,
giving no credit to use and occupancy (U&O) fund balances for this
purpose. On the basis of higher 2015 net revenue than expected last
year, break-even gross toll revenue growth rates using this
approach were found to have improved from last year's already
robust levels, with senior debt breakeven now at 0.52% (0.78% last
year) and the junior debt breakeven now at 1.13% (1.45% last
year).

The change in the Revenue Risk - Price key rating factor score from
'weaker' to 'stronger' reflects a change implemented in Fitch's
newly released 'Rating Criteria for Toll Roads, Bridges and
Tunnels', published Sept. 29, 2015. Under the new criteria, the
assessment of Revenue Risk - Price reflects the legal and political
framework under which the relevant toll road operator can raise
tolls. Economic considerations relating to users' willingness or
ability to pay current or proposed toll rates are now taken into
account in the assessment of the Revenue Risk - Volume key rating
factor.



SK HOLDCO: S&P Retains 'B+' Rating on Revolver After Draw Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
ratings and '2' recovery ratings on SK HoldCo LLC's first-lien
revolver due 2019 and first-lien term loans due 2021 and its 'CCC+'
issue-level rating and '6' recovery rating on the company's
unsecured notes due 2022 are unchanged following SK HoldCo's
announcement of a $25 million delayed draw add-on term loan as part
of its previously announced $125 million add-on term loan
transaction.  The '2' recovery rating on the first-lien revolver
and term loans indicates S&P's expectation of substantial (70%-90%;
lower half of the range) recovery in the event of a default. The
'6' recovery rating on the unsecured notes indicates S&P's
expectation of negligible (0%-10%) recovery in the event of a
default.  S&P's 'B' corporate credit rating and stable outlook on
SK HoldCo are also unchanged.

The company plans to use the proceeds from these add-ons for
general corporate purposes, including funding the acquisitions in
its pipeline.  Note, the company will be allowed to access three
separate borrowings under the $25 million delayed draw term loan,
with each borrowing subject to a gross consolidated leverage ratio
test of 7x.

Recovery Analysis

Key analytical factors

   -- S&P previously completed a recovery analysis and assigned
      issue-level and recovery ratings on the existing first-lien
      revolving credit facility, term loan B, and senior unsecured

      notes.  The existing issue-level and recovery ratings remain

      unchanged following the proposed delayed draw add-on to the
      first-lien term loan B.

Simulated default assumptions

   -- S&P's simulated default scenario envisions a payment default

      occurring in 2018 as a result of a combination of:

   -- An inability to successfully integrate acquisitions;
      operational missteps that weaken the company's relationships

      with key insurance carriers such that it loses its status in

      the direct repair programs; increased pressure from
      insurance companies to further reduce the prices of
      aftermarket and replacement parts; and new regulatory or
      legal requirements (for example, the National Stolen
      Passenger Motor Vehicle Information System) that result in
      increased compliance costs or decreased product demand.

   -- Other key assumptions include: an increase in LIBOR to 275
      basis points (bps); a fully drawn $100 million revolving
      credit facility at default to reflect the possibility of
      drawdowns for ongoing acquisitions (consistent with
      historical usage under the revolver); a 100 bps increase in
      the margin on the first-lien credit facilities as a result
      of credit deterioration; and all debt outstanding at default

      includes six months of accrued interest.

Simplified waterfall:

   -- Gross enterprise value: $510 million
   -- Administrative expenses: $26 million
   -- Net enterprise value: $485 million
   -- Valuation split (obligors/nonobligors): 100%/0%
   -- Priority claims: $12 million
   -- Value available to first-lien debt
      (collateral/noncollateral): $472 million/$0
   -- Secured first-lien debt claims: $648 million
   -- Recovery expectations: 70%-90% (lower half of the range)
   -- Senior unsecured debt claims: $331 million
   -- Other pari passu unsecured claims: $186 million
   -- Recovery expectations: 0%-10%

RATINGS LIST

Ratings Unchanged

SK HoldCo LLC
Corporate Credit Rating                 B/Stable/--

Midas Intermediate Holdco II LLC
Senior Secured                          B+
  Recovery Rating                        2L
Senior Unsecured                        CCC+
  Recover Rating                         6

Midas Intermediate Holdco II Finance Inc.
Senior Unsecured                        CCC+
  Recovery Rating                        6



SL GREEN REALTY: Fitch Affirms 'BB' Perpetual Preferred Stock Ratin
-------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for SL
Green Realty Corp. and its subsidiaries SL Green Operating
Partnership, L.P., and Reckson Operating Partnership L.P. at
'BBB-'. The Rating Outlook is Stable.


KEY RATING DRIVERS

The affirmation of the ratings and Outlook reflects SLG's credit
strengths, including its high-quality New York office portfolio,
manageable lease maturity and debt expiration schedules and growing
unencumbered asset pool. These positive elements are balanced by
relatively weak unencumbered asset coverage of unsecured debt,
concerns regarding the midtown Manhattan office leasing
environment, which remains somewhat dependent on the growth of
large financial institutions and supporting industries such as law
and accounting firms, as well as the continuing lag in the suburban
office portfolio.

APPROPRIATE LEVERAGE

SLG's leverage ratio is consistent with a 'BBB-' rating for a REIT
owning primarily Midtown Manhattan office assets, as the company's
leverage ratio (excluding the effects of consolidating 388-390
Greenwich Street) was 7.4x as of June 30, 2015, down from 7.6x as
of Dec. 31, 2014 and level with 7.4x as of Dec. 31, 2013. Leverage
has been aided by the incremental NOI from repositioning and
leasing of assets within the company's growth portfolio, which
consists of value-add properties purchased over the past few years.
Fitch expects that leverage will temporarily increase from
historical levels due to the recent acquisition of 11 Madison
Avenue, the purchase of which will be largely funded with proceeds
from asset sales. Fitch expects leverage will decline modestly
post-dispositions to the mid-7.0x's (inclusive of 388-390 Greenwich
Street) due to incremental NOI from the Company's
redevelopment/growth portfolio. Fitch defines leverage as net debt
divided by recurring operating EBITDA, including Fitch's estimate
of recurring cash distributions from joint ventures.

EXCLUSION OF 388-390 GREENWICH FROM LEVERAGE RATIOS

The rationale for excluding the consolidating effects of this asset
is due to Citibank having the option to acquire this property from
SLG as early as December 2017. It is Fitch's expectation that it
will exercise this option, and thus the leverage impact for this
property is relatively short-term.

APPROPRIATE FIXED-CHARGE COVERAGE

SLG's fixed-charge coverage ratio was 2.1x for the 12 months ended
June 30, 2015, up from 1.9x in 2014 and level with 2.1x in 2013.
The improvement in coverage has been driven by the reduction in
free rent periods offered to tenants, combined with slightly lower
leverage and improved funding costs, particularly with the
company's unsecured credit facility. Fitch expects coverage to
remain relatively flat as growth in cash flow is partially offset
by an environment in which landlords will continue to offer
attractive tenant improvement packages. Fixed-charge coverage is
defined as recurring operating EBITDA - including Fitch's estimate
of recurring cash distributions from joint ventures - less
recurring capital expenditures and straight-line rents, divided by
interest incurred and preferred stock distributions.

LOW UNENCUMBERED ASSET COVERAGE OF DEBT

The ratings are hindered by SLG's unencumbered asset value coverage
of unsecured debt (UA/UD). Consolidated unencumbered asset coverage
of net unsecured debt (calculated as annualized 2Q 2015
unencumbered property net operating income divided by a stressed 7%
capitalization rate) results in coverage of 1.6x, down from 2.1x as
of year-end 2012. This ratio is weaker when compared to
similarly-rated companies, particularly given that the stressed
capitalization rate applied to SLG's NOI is the lowest across
Fitch's rated universe. However, when considering that Midtown
Manhattan assets are highly sought after by secured lenders and
foreign investors, the results are a stronger contingent liquidity
relative to most asset classes in other markets. Fitch expects this
ratio will improve modestly as the company unencumbers additional
assets with relatively high debt yields; however, should this ratio
sustain below 2.0x, this could have a negative impact on SLG's
rating or outlook.

STRONG MANAGEMENT TEAM

The ratings also consider the strength of SLG's management team
given their knowledge of the Manhattan office sector and their
ability to maintain occupancy and liquidity throughout the
downturn. This expertise has also been demonstrated by the
company's ability to identify off-market acquisition opportunities,
and its maintenance and growth of portfolio occupancy and balance
sheet liquidity throughout the downturn and into the current cycle.
The management team has also led the company towards an even
greater property focus within Manhattan, not only within the office
segment, but expanding to the potentially highly profitable retail
segment as well.

MIDTOWN LEASING CONCERNS

Offsetting these strengths are Fitch's concerns regarding the
uncertain Midtown Manhattan leasing environment. While the New York
City leasing environment has strengthened over the last few years
and net effective rents are higher, the company continues to incur
significant costs in the form of tenant improvements, leasing
commissions and free rent incentives as tenant inducements, which
has placed pressure on the company's fixed charge coverage. A
downturn in space demands from the financial services industry,
which accounts for 33% of SLG's share of base rental revenue, may
result in reduced cash flows or values of SLG's properties.
Further, emerging competitive pressure from the Hudson Yards
development and newer and redeveloped downtown assets (i.e.,
Brookfield Place and World Financial Center assets) could result in
larger tenants vacating Midtown. Despite these headwinds, SLG has
maintained strong leasing volume and has improved occupancy.

LOW LIQUIDITY COVERAGE

SLG has weak liquidity. For the period from July 1, 2015 to Dec.
31, 2016, the company's sources of liquidity (cash, availability
under the company's unsecured revolving credit facility, and
Fitch's expectation of retained cash flows from operating
activities after dividends and distributions) covered uses of
liquidity (pro rata debt maturities, Fitch's expectation of
recurring capital expenditures and non-discretionary development
expenditures) by 0.9x. This stressed analysis assumes that no
additional capital is raised to repay obligations; SLG has
demonstrated good access to a variety of capital sources over time,
mitigating refinance risk. Under a scenario where the company
refinances 80% of maturing secured debt, liquidity coverage
improves to 1.3x, which would be adequate for the rating.

SLG's liquidity is strengthened by its conservative common dividend
policy, which enables it to retain substantial operating cash flow.
Fitch expects the company's projected AFFO payout ratio to center
around 45%, which is low relative to the broader equity REIT
universe. The lower payout ratio should provide the company with
additional financial flexibility, which is of high importance given
it will need to fund significant capital costs related to
recently-signed renewal leases for Viacom and Citibank, and
projected growth redevelopment portfolio costs prior to year-end
2016.

ONE VANDERBILT DEVELOPMENT SPEND LOOMING

SLG has obtained the approvals necessary to commence its ground-up
development project at One Vanderbilt Avenue, and it has commenced
demolition for the project. The total cost and the company's equity
funding commitment for the project remain uncertain, and the
company has stated it may consider joint venture alternatives to
reduce its exposure. The degree and timing of the company's
ultimate funding requirements could have a meaningful negative
impact on the company's liquidity and headline credit metrics.

STRONG, ALBEIT RELATIVELY CONCENTRATED TENANT BASE

SLG's portfolio has a modest degree of tenant concentration, with
the top 10 tenants representing 33.4% of annual base rent. This
compares to the contribution from the top 20 tenants of Boston
Properties and Vornado Realty of 30% and 27.8%, respectively.
Despite the concentration, the largest tenant Citigroup, Inc. ('A'
IDR with a Stable Outlook by Fitch) comprises 10.5% of SLG's share
of annual cash rent, and all three of SLG's Fitch-rated top 10
tenants have strong investment grade ratings.

MANAGEABLE LEASE EXPIRATION PROFILE

SLG has a manageable lease expiration schedule with only an average
of 5.2% of consolidated Manhattan rents expiring annually through
2019. While an average of 10.2% of the company's consolidated
suburban property rents expire during that same period, the
suburban portfolio represents a limited portion of the company's
total assets and only 9.2% of annualized cash rent.

LADDERED DEBT MATURITIES

Further supporting the ratings is SLG's manageable debt maturity
schedule. Over the next five years, 2017 is the largest year of
debt maturities with 17.5% of pro rata debt expiring, with no other
year greater than 10.4%. The 2017 maturities are primarily
comprised of $1.4 billion of non-recourse mortgage debt and $355
million of unsecured debt. Additionally, SLG's ratios under its
unsecured credit obligations' financial covenants do not hinder the
company's financial flexibility at this point in time.

RECKSON'S IDR LINKED TO SLG'S

Consistent with Fitch's criteria, 'Parent and Subsidiary Rating
Linkage' dated May 23, 2015 and available on
'www.fitchratings.com', Reckson's IDR is linked and synchronized
with SLG's due to strong legal, operational and strategic ties
between SLG and Reckson, including each entity guaranteeing certain
corporate debt of the other.

JUNIOR SUBORDINATED NOTES NOTCHING

The one-notch differential between SLG's IDR and junior
subordinated notes (trust preferred securities) is consistent with
Fitch's criteria for corporate entities with an IDR of 'BBB-'.
Based on Fitch Research on 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and
REIT Credit Analysis', available on Fitch's Web site at
www.fitchratings.com, these securities are senior to SLG's
perpetual preferred stock but subordinate to SLG's corporate debt.
Holders of such notes have the ability to demand full repayment of
principal and interest in the event of unpaid interest.

PREFERRED STOCK NOTCHING

The two-notch differential between SLG's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'. Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's Web site at www.fitchratings.com,
these preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that SLG will
maintain a strategy and leverage and coverage metrics consistent
with the rating. While these quantitative metrics are nominally
weaker than most REIT issuers with investment-grade ratings, the
Outlook considers that Midtown Manhattan office assets consistently
trade at lower capitalization rates and are more liquid and
financeable in economic downturns than typical office assets,
bolstering the contingent liquidity of the company's portfolio.

KEY ASSUMPTIONS

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

-- Annual same-store NOI increases of between 1.0% - 3.0% for
2015-2017;
-- The $2.4 billion acquisition of 11 Madison Avenue is financed
by $1.4 billion in secured debt with the remainder financed via
proceeds from asset dispositions;
-- $400 million of additional acquisitions in 2015 (not including
11 Madison Ave.) at a 4% capitalization rate;
-- $475 million of asset sales in 2016 (not including sales
related to 11 Madison Ave.) at a 5% capitalization rate;
-- Projected annual recurring capital expenditures of $140 million
for the remainder of 2015, $175 million for 2016, and $165 million
for 2017;
-- 2015-2017 secured maturities are refinanced dollar-for-dollar;

-- Annual unsecured bond issuances between $250 - 350 million at
yields between 4.5% - 5.0% during 2015-2017;
-- Common equity issuances of $285 million in 2015 and $178
million in 2017 via the company's ATM/DRIP programs, though Fitch
notes issuance is at management's discretion and the common shares
are currently trading at a 12% discount to consensus mean net asset
value according to SNL Financial LC.

RATING SENSITIVITIES
The following factors may have a positive impact on SLG's ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining below 7x (leverage
was 7.9x for TTM ended June 30, 2015 and 7.4x excluding the effects
of 388-390 Greenwich Street);
-- Fitch's expectation of fixed-charge coverage sustaining above
2.25x (coverage was 2.1x for TTM ended June 30, 2015);
-- Growth in the size of the unencumbered pool.

The following factors may have a negative impact on SLG's ratings
and/or Outlook:

-- Fitch's expectation of UA/UD sustaining below 2.0x;
-- Fitch's expectation of leverage sustaining above 8x;
-- Fitch's expectation of fixed-charge coverage sustaining below
1.5x;
-- A sustained liquidity shortfall (base case liquidity coverage
was 0.9x for the period July 1, 2015 to Dec. 31, 2016).

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

SL Green Realty Corp.:
-- IDR at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Perpetual preferred stock at 'BB'.

SL Green Operating Partnership, L.P.
-- IDR at 'BBB'-;
-- Unsecured line of credit at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Exchangeable senior notes at 'BBB-';
-- Junior subordinated notes at 'BB+'.

Reckson Operating Partnership, L.P.
-- IDR at 'BBB-';
-- Senior unsecured notes at 'BBB-'.



SOUTHERN GRAPHICS: S&P Revises Outlook to Stable & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Louisville, Ky.-based packaging graphic services
provider Southern Graphics Inc. and its subsidiary SGS
International Inc. to stable from positive.  At the same time, S&P
affirmed its 'B' corporate credit ratings on both companies.

"The outlook revision reflects our expectation that Southern
Graphics' leverage will remain above 5x over the next year," said
Standard & Poor's credit analyst Scott Zari.  The company
underperformed S&P's expectations for the first half of 2015 due to
a combination of lower-than-expected packaging production volume,
price declines, and currency fluctuations.  S&P expects these
operating conditions to continue during the second half of 2015,
with some improvement in 2016 due to an expected update to labeling
requirements.

The stable rating outlook reflects S&P's expectation that Southern
Graphics' leverage will remain above 5x over the next year as the
company prioritizes its use of excess cash flow on acquisitions and
growth over debt repayment.

S&P could lower the rating if the company's EBITDA margins
deteriorate, discretionary cash flow turns negative, and total
sources of liquidity drop below $20 million.  This scenario would
likely result from a decline in operating performance caused by
market share losses, increased pressure on packaging volume and
pricing, or the company's failure to integrate its numerous
acquisitions.  S&P could also lower the rating if the company
pursues a more aggressive financial policy with large debt-financed
acquisitions or shareholder distributions that would result in
sustained adjusted debt leverage above 6.5x.

S&P does not view an upgrade as likely over the next year.  S&P
could raise the rating if it believes the company will reduce and
maintain adjusted leverage below 5x, while demonstrating continued
organic revenue and EBITDA growth.  S&P believes this could occur
if the company achieves mid-single-digit revenue growth in 2015 and
2016, increases and sustains adjusted EBITDA margins above 23%, and
uses excess cash to repay debt.



STALLION OILFIELD: Moody's Lowers CFR to Caa1, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Stallion Oilfield Holdings,
Inc.'s Corporate Family Rating and its senior secured term loan
rating to Caa1 from B3.  The outlook was changed to negative from
stable.

"The downgrade reflects Stallion's elevated leverage metrics and
weak interest coverage," said John Thieroff, Moody's VP-Senior
Analyst.  "We expect demand for wellsite services to remain weak
through 2016, keeping Stallion's cash flow metrics under
pressure."

Issuer: Stallion Oilfield Holdings, Inc.

Ratings Downgraded:

  Corporate Family Rating, Downgraded to Caa1 from B3
  Probability of Default Rating, Downgraded to Caa2-PD from B3-PD
  Senior Secured Term Loan Rating, Downgraded to Caa1 (LGD3) from
   B3 (LGD3)

Outlook Actions:

  Outlook Changed to Negative from Stable

RATINGS RATIONALE

Stallion's Caa1 Corporate Family Rating (CFR) reflects the
company's relatively small size in the oilfield services sector,
with exposure to the highly cyclical onshore drilling activity in
the US and low barriers to entry in its workforce accommodations
space.  The rating also reflects Stallion's modest cash flow
generation, driven by weak demand from upstream exploration &
production (E&P) companies, and elevated financial leverage.  The
current operating environment in which crude oil prices have fallen
sharply is expected to weigh negatively on Stallion's operational
results as exploration and production (E&P) companies continue to
cut back on capital spending levels.  As such, Moody's expects
Stallion to experience substantially weaker EBITDA and weaker
financial leverage metrics into 2017.

Stallion has made substantial cuts to G&A, reducing headcount by
more than 35% and closing field offices in areas of low
productivity, in an effort to limit margin erosion and preserve
liquidity; however, steep declines in utilization rates
and the pricing of Stallions services have driven EBITDA down to
near break-even levels and caused leverage to spike.  Given Moody's
expectation for continued weak oil and natural gas prices through
at least 2016, wellsite service and accommodation demand is likely
to remain weak with material cash flow improvement unlikely in
2016.  Moody's anticipates leverage peaking above 8x, with
EBITDA/Interest coverage marginally above 1x.  Despite weak cash
flow, Stallion is expected to internally fund maintenance level
capital spending in 2016, augmented by cash from the balance
sheet.

Moody's views Stallion as having an adequate liquidity profile
through 2016, with $82 million in cash and $10.1 million available
under its $50 million asset-based loan (ABL) facility (net of $5.8
million outstanding letters of credit) as of June 30, 2015.  The
borrowing base under the ABL at July 31, 2015, was $28.4 million
and was undrawn; however, the facility is governed by a springing
minimum fixed charge covenant that triggers when availability is
less than $12.5 million.  While Moody's expects Stallion will not
be able to comply with the covenant through 2016, the company is
not expected to utilize the facility to the extent the covenant
would become effective.  The ABL facility and the company's $375
million term loan both mature in June 2018.  The term loan does
have an excess cash flow sweep and $3.75 million in annual
amortization requirements.  The company is expected to generate
marginally positive free cash flow through 2016, given our
assumption of continued low oil and gas prices through the period.

The ABL credit facility is secured by a first-priority lien claim
on Stallion's accounts receivable, inventory, and deposit accounts.
The company's $375 million senior secured term loan has a
first-priority security interest on substantially all of Stallion's
property, plant, and equipment assets, as well as in all of the
capital stock and other equity interests of the company's guarantor
subsidiaries that are not encumbered by the ABL.  Given the
relative size of the revolver and the absence of more junior debt
in the company's capital structure, the term loan's rating is the
same as the Caa1 CFR under Moody's Loss Given Default Methodology.

The negative outlook reflects Moody's expectation that credit
metrics will remain weak over the next 12 to 18 months as a result
of depressed upstream capital spending.  Ratings could be
downgraded if the company's liquidity profile deteriorates or
EBITDA coverage of debt service obligations falls to less than
1.0x.  Although unlikely in 2016, an upgrade would be considered if
interest coverage improves to above 2x and leverage is reduced to
under 4.5x for a sustained period.

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



STATION CASINOS: Files $100M IPO Eyeing Public Market Return
------------------------------------------------------------
Tom Zanki at Bankruptcy Law360 reported that Station Casinos Corp.,
a Las Vegas gaming company that emerged from Chapter 11 bankruptcy
in 2011 four years after being taken private under a management-led
buyout, filed plans to rejoin public markets Wednesday through a
$100 million initial public offering.

Pricing terms and the number of shares were not disclosed in a
registration statement the company filed with the Securities and
Exchange Commission, but Renaissance Capital, a manager of
IPO-focused exchange-traded funds, estimated On Oct. 14, 2015, the
offering could raise up to $300 million.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 31, 2015,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Station Casinos LLC to positive from stable and
affirmed all ratings on the company, including its 'B' corporate
credit rating.

"The outlook revision reflects our expectation that Station
Casinos' credit measures will continue to improve through 2016, as
a result of continued good operating performance coupled with debt
repayment," said Standard & Poor's credit analyst Stephen Pagano.



TRANSOCEAN INC: Moody's Lowers CFR to Ba2, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Transocean Inc.'s Corporate
Family Rating to Ba2 from Ba1, the Probability of Default Rating
(PDR) to Ba2-PD from Ba1-PD and the senior unsecured notes ratings
to Ba2 from Ba1.  The company's Speculative Grade Liquidity Rating
(SGL) remains SGL-1.  The rating outlook is negative.  This action
concludes the ratings review that was initiated on Aug. 24, 2015.

"The downgrade and negative outlook reflect the increased
likelihood that Transocean's credit metrics will substantially
weaken over the next several years as the company navigates through
challenging offshore drilling rig market conditions," said Pete
Speer, Moody's Senior Vice President.  "Although the company has
taken proactive measures to cut costs, defer large capital
commitments and maintain strong liquidity, Transocean is entering a
potentially prolonged period of declining cash flow generation and
significant debt maturities."

Downgrades:

Issuer: Transocean Inc.

  Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD
  Corporate Family Rating, Downgraded to Ba2 from Ba1
  Backed Senior Unsecured Regular Bond/Debentures, Downgraded to
   Ba2 (LGD 4) from Ba1 (LGD 4)
  Senior Unsecured Regular Bond/Debentures, Downgraded to Ba2
   (LGD 4) from Ba1 (LGD 4)

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-1
  Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Transocean's Ba2 CFR is supported by the company's leading industry
position, large and diverse offshore drilling rig fleet, sizable
contracted revenue backlog and strong liquidity.  The company has
substantially reduced its liability related to the Macondo well
incident and other contingencies.  These credit strengths are being
offset by the weak fundamental conditions in the offshore drilling
industry, which is suffering from an oversupply of rigs and tepid
customer demand owing to continued low oil prices.  As customer
contracts expire, Transocean's cash flows will likely decline with
lower rig dayrates and fleet utilization, causing leverage metrics
to deteriorate.

The company's management has made impressive progress in improving
operating performance and reducing costs.  Other proactive steps
have been taken in response to the difficult market conditions,
including seeking shareholder approval for cancellation of the two
remaining approved dividend installments (scheduled for the fourth
quarter of 2015 and first quarter of 2016) and deferring the
delivery of seven rigs currently under construction.  This will
mitigate some of the decline in EBITDA and cash requirements
through 2017, but Moody's believes that EBITDA could decline
further in 2018 and beyond as more of the company's earnings are
exposed to declining market dayrates.  The uncertainty regarding
future earnings power combined with the company's sizable debt
maturities and large capital spending commitments beyond 2017 was a
key driver for the downgrade.

Transocean's rated senior notes and the $3 billion revolving credit
facility are all unsecured, and have guarantees from the parent,
Transocean Ltd.  Therefore, the senior notes are rated Ba2, the
same as Transocean's Ba2 CFR, consistent with the Moody's Loss
Given Default Methodology.

Transocean's SGL-1 rating reflects Moody's expectation that the
company will maintain strong liquidity through 2016 because of its
sizable cash balance and borrowing availability under its credit
facility.  At June 30, 2015, the company had $2.9 billion of
unrestricted cash (pro forma for the $904 million senior notes
redemption) and full availability under its $3.0 billion revolving
credit facility.  This cash balance and operating cash flow should
more than cover anticipated capital expenditures and the
$1 billion of debt maturities in 2016.

Debt maturities in 2017 and 2018 are about $750 million and $1.25
billion, respectively.  The credit facility matures in June 2019
and it has one financial maintenance covenant, limiting debt to
capitalization to 60% (as defined in the agreement).  There is good
headroom to remain in compliance through 2016.  Asset sales, while
challenging given the market conditions for offshore drilling rigs,
can be done to raise cash since the company's assets are
unencumbered.  The sale of Transocean's equity interests in
Transocean Partners is an additional source of liquidity, if
needed, although current market conditions may make such sales
challenging.

The negative outlook reflects the weak offshore drilling
environment and the uncertainty regarding the duration of this
downturn and the potential that leverage could rise substantially
as the contract backlog rolls off.  The ratings could be downgraded
if Debt/EBITDA looks to rise above 6x on a sustained basis.

To be considered for an upgrade, the company would have to
meaningfully reduce debt balances, allowing the company to sustain
lower financial leverage metrics with good liquidity while funding
its continued investments in its fleet through operating cash
flow.

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

Transocean Inc., a wholly-owned subsidiary of Transocean Ltd., is
the world's largest offshore drilling contractor and a provider of
drilling management services.



UNITED SUPPORT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: United Support Solutions, Inc.
        134 Sand Park Road
        Cedar Grove, NJ 07009

Case No.: 15-29633

Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Stacey L. Meisel

Debtor's Counsel: Jay L. Lubetkin, Esq.
                  RABINOWITZ LUBETKIN & TULLY, L.L.C.
                  293 Eisenhower Parkway, Suite 100
                  Livingston, NJ 07039
                  Tel: 973-597-9100
                  Fax: 973-597-9119
                  Email: jlubetkin@rltlawfirm.com

                    - and -

                  Barry J. Roy, Esq.
                  RABINOWITZ LUBETKIN & TULLY, LLC
                  293 Eisenhower Parkway, Suite 100
                  Livingston, NJ 07039
                  Tel: 973-597-9100
                  Fax: 973-597-9119
                  Email: broy@rltlawfirm.com

Total Assets: $25,000

Total Liabilities: $4.73 million

The petition was signed by Joseph Ostering, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-29633.pdf


VIVARO CORP: Tellza Settles Litigation Over Preferential Transfers
------------------------------------------------------------------
Tellza Communications Inc. on Oct. 14 disclosed that it has signed
a Settlement Agreement with Vivaro Corporation to end litigation
between the parties, with provision for mutual releases and each
party being responsible for its own costs of litigation.  The
Settlement Agreement is being presented to the U.S. Bankruptcy
court for final approval.

The litigation was based upon claims made, in August 2013, by the
liquidating trustee of the Vivaro Corporation, a post-confirmation
Chapter 11 debtor, seeking, among other things, to avoid and
recover from Tellza certain alleged preferential transfers in the
amount of approximately $700,000.00.  Tellza vigorously disputed
the claims and, for the past year, the parties have been working
towards a resolution culminating in the Settlement Agreement.

"Litigation is a commercial reality in our complex business
environment.  Trustees have a fiduciary responsibility to pursue
potential assets.  We are pleased that both parties worked together
to carefully review and examine the facts and conclude this matter
in an amicable fashion," said, Gary Clifford, Chairman.

                         About Tellza

Tellza is a global communications company operating under several
brands including Route Dynamix, Phonetime, Tel3, MatchcoM, and
Tellza Technologies.  Tellza is a public company listed on the
Toronto Stock Exchange (TEL).

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.  The Creditors Committee is represented by:

     George P. Angelich, Esq.
     George V. Utlik, Esq.
     ARENT FOX LLP
     1675 Broadway
     New York, NY 10019
     Tel: (212) 484-3900

The Debtors' CRO is represented by:

     Phil Gund, Esq.
     MAROTTA GUND BUDD & DZERA, LLC
     The Lincoln Building
     60 E. 42 Street, 50th Floor
     New York, NY 10165
     Tel: (212) 818-1555

By Order dated January 31, 2013, the Court approved the sale of
substantially all of the Debtors' assets to Next Angel, LLC, n/k/a
Angel Americas, LLC.  The sale closed on February 8, 2013 and
divested the Debtors' Estates of their prepetition businesses.



WASHINGTON HEIGHTS: Nov. 16 Hearing on Plan, Sale Set
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Nov. 16, 2015, at 11:00 a.m. to consider
confirmation of the Chapter 11 Plan of Washington Heights Parking,
LLC, and the $26.3 million sale of the assets.

The Court set a Nov. 11, 5:00 p.m. deadline for objections to the
Amended Disclosure Statement, sale of the Debtor's premises, and/or
confirmation of the Amended Plan.  At the behest of the Debtor, the
Court will consider approval of the Amended Disclosure Statement
and confirmation of the Plan at a combined hearing on Nov. 16 at
11:00 a.m.

The Debtor filed its original Plan and Disclosure Statement on July
23, 2015.  The Debtor filed an Amended Plan and Amended Disclosure
Statement on Sept. 25.  A copy of the Amended Disclosure Statement
is available for free at:

      http://bankrupt.com/misc/Washington_H_35_Am_DS.pdf

Washington Heights Parking has filed a Chapter 11 plan premised on
the private sale of the Debtor's building at 4320 Broadway, New
York, to 185 Garage, LLC, for $26,300,000.  The buyer is an
affiliate of the existing subtenant who operates the garage.  The
sale will be approved when the Plan is confirmed.

The selling price results in the Debtor being able to pay its
creditors in full with interest, and leave an equity for its equity
holder of over $8 million.  The initial distributions are
anticipated to occur on or before Nov. 30, 2015.

Given that all creditors will be paid in full with interest, the
Debtor's sole equity holder, Jose Espinal, is the primary party in
interest in the sale.  Mr. Espinal is wholly supportive of the
sale, which is not subject to a mortgage contingency and where the
Debtor and the buyer are moving to have the sale approved as
expeditiously as possible.

C.W. Capital Asset Management (Class 1), the holder of first
mortgage, has a secured claim in the estimated amount of
$15,400,000, including accrued interest and default interest.

Approximately $3 million of the claim is disputed.  The allowed
secured claim of New York City for unpaid real estate taxes (Class
2) is estimated at $19,000.  General unsecured creditors (Class 3)
have asserted $310,000 in claims, of which $97,000 is disputed.
The equity holder (Class 4) will receive the remainder of the sale
proceeds after all claims are paid in full with interest.

The Debtor seeks to move forward as quickly as possible to confirm
the Plan.  It notes that the mortgage on the Debtor's property
provides that upon maturity of the mortgage, the holder of the
mortgage is entitled to receive default and contract interest at
10.74% at the rate of $3,700 per day until the mortgage is paid in
full.

                     About Washington Heights

Washington Heights Parking, LLC, one of 20 companies owned by real
estate developer Jose Espinal, sought bankruptcy protection
(Bankr.
S.D.N.Y. Case No. 15-11687) in Manhattan on June 26, 2015.

Washington Heights Parking, a real estate business, owns a
building
at 4320 Broadway, New York.  It leases the premises to three
tenants who pay annualized rents of approximately $1.4 million.

Washington Heights' case is assigned to Judge Martin Glenn.  The
Debtor tapped Sachs & Associates, in Albertson, New York, as
counsel.

Mr. Espinal filed his own Chapter 11 petition (Bankr. S.D.N.Y.
Case
No. 10-_____) on Nov. 30, 2010.  Mr. Espinal filed a plan of
reorganization in his Chapter 11 proceeding.  His plan was
confirmed by an order of confirmation dated Nov. 3, 2014, and his
Chapter 11 proceeding was closed by Court order on March 27, 2015.


WATERWORKS INC: Bank's Bid to Convert to Ch. 7 Denied
-----------------------------------------------------
Judge Thomas M. Lynch of the United States Bankruptcy Court for the
Northern District of Illinois, Western Division, denied the motion
filed by Illinois State Bank to convert Waterworks, Inc.'s
bankruptcy case to Chapter 7 or in the alternative to appoint a
Chapter 11 trustee.

Before Waterworks filed for bankruptcy, the Bank obtained a
judgment against Waterworks, the spouses Roger and Karen Garbacz,
and an affiliated entity named Waterworks Underground Sprinkler
Systems, LLC for several loans on which they had defaulted.  The
Garbaczes have managed Waterworks since its inception more than 25
years ago.  All or a portion of Waterworks' personal property,
including a number of vehicles, secured the judgment granted the
Bank.  The debts that Waterworks jointly owed together with the
Garbaczes were also secured by certain of his or her property.

The Bank, which was Waterworks' primary secured creditor, sought to
convert the case to a Chapter 7 liquidation or to appoint a Chapter
11 trustee.

The Bank first contended that the case must be converted for gross
mismanagement because Waterworks has not brought adversary
proceedings against the Garbaczes or creditors who received
payments from Waterworks within the 90-day period preceding the
commencement of the case.  Judge Lynch, however, did not find a
pattern of wrongful conduct, as the case lacked evidence that
payments were either made on account of an antecedent debt or were
not in exchange for reasonable value.  Neither did Judge Lynch find
that Waterworks failed to take steps to effectuate its plan and
successfully emerge from bankruptcy.

The Bank also contended that Waterworks may have disposed of 5
vehicles pre-petition in which it held a security interest.
However, Judge Lynch found that there is no evidence that the
complained-of disposition of virtually junk vehicles was done to
deprive the bank of the reasonable value of its collateral or
otherwise demonstrated bad faith.

In its reply brief in support of its motion, the Bank alleged that
Waterworks had used its cash collateral without court approval.
Judge Lynch, however, found that the occasions when Waterworks used
cash collateral without authorization were isolated whose limited
effect benefited creditors as well as the debtor, and did not
constitute cause to convert the case.

The Bank also raised several new arguments in its post-trial briefs
based on certain testimony at trial, but Judge Lynch held that none
of these arguments demonstrated "cause" to convert the case.

As to the Bank's alternative bid for the appointment of a trustee,
Judge Lynch stated that the Bank failed to demonstrate cause as to
warrant the requested appointment.

The case is In re: Waterworks, Inc., Chapter 11, Debtor, BANKRUPTCY
NO. 13-82498 (Bankr. N.D. Ill.).

A full-text copy of Judge Lynch's September 23, 2015 memorandum
opinion is available at http://is.gd/nMaNsKfrom Leagle.com.

Waterworks, Inc. is represented by:

          Jason H Rock, Esq.
          Tiffany Rodriguez, Esq.
          BARRICK SWITZER LONG BALSLEY & VAN EVERA, LLP
          6833 Stalter Drive
          Rockford, IL 61108
          Tel: (815) 962-6611
          Fax: (815) 962-0687

Patrick S Layng is represented by:

          Carole J. Ryczek, Esq.
          U.S. TRUSTEE'S OFFICE
          780 Regent Street Suite 304
          Madison, WI 53715
          Tel: (608) 264-5522
          Fax: (608) 264-5182

                   About Waterworks, Inc.

Headquartered in Danbury, Connecticut, Waterworks, Inc., fka PDS
Associates, Inc. -- http://www.waterworks.com/-- sells bathroom  
accessories.

The Company and its affiliates filed for Chapter 11 on May 3, 2009
(Bankr. D. Conn. Lead Case No. 09-50870).  James Berman, Esq., and
Jed Horwitt, Esq., at Zeisler and Zeisler represent the Debtors in
their restructuring efforts.  The Debtors listed $10 million to
$50 million in both assets and debts.


WELLINGTON & PULASKI: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Wellington & Pulaski Condominium Assn, Inc
                2954-2960 N Pulaski Road
                Chicago, IL 60641

Case Number: 15-35476

Involuntary Chapter 11 Petition Date: October 19, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Petitioner's Counsel: OPTIONS LAW GROUP, P.C.
                      123 West Madison, Ste 1400
                      Chicago, IL 60602-4613

   Petitioners                  Nature of Claim    Claim Amount
   -----------                  ---------------    ------------
Provest De II                      Secured             $168,000
205 E Butterfield Rd
Elmhurst, IL 60126

Provest Realty Services Inc       Unsecured             $15,000
1153 Lee St
Des Plaines, IL 60016

George Somer                  Secured/Guarantor        $175,800
310 Busse Hwy
Park Ridge, IL 60068


WET SEAL: Exclusive Solicitation Period Extended to Nov. 30
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive period by which
Seal123, Inc., f/k/a The Wet Seal, Inc., et al., may solicit
acceptances of its plan through and including Nov. 30, 2015.

The Debtors told the Court court that they, together with the
Official Committee of Unsecured Creditors, are proceeding
expeditiously toward confirmation of the Plan, with a confirmation
hearing set for October 30, 2015.  The Debtors sought to extend the
Solicitation Period a month after the hearing on confirmation of
the Plan, without prejudice to the Debtors' right to seek a further
extension of the Solicitation Period, as may be appropriate under
the circumstances.  The Debtors believe that there is broad support
for confirmation of the Plan, and submit that the requested
extension of the Solicitation Period is both appropriate and
necessary.

The Plan provides for the creation of a Liquidation Trust that will
administer and liquidate all remaining property of the Debtors
after the payment of certain fees and expenses.  The Plan also
provides for Distributions to certain Holders of Secured Claims,
Administrative Claims, Professional Fee Claims, Priority
Claims, and General Unsecured Claims, and for the funding of the
Liquidation Trust.

The Plan further provides for the cancellation of all Equity
Interests in the Debtors, the dissolution and wind-up of the
affairs of the Debtors, and the transfer of any remaining Assets
of the Debtors' Estates to the Liquidation Trust. Under the Plan
and pursuant to a Global Plan Settlement, for purposes of voting
and distribution in connection with the Plan, the Debtors will be
substantively consolidated, meaning that all of the Assets and
liabilities of the Debtors will be deemed to be the Assets and
liabilities of a single entity.

                           About Wet Seal

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

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

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

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

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

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

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

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


WEX INC: Moody's Affirms Ba3 CFR & Retains Negative Outlook
-----------------------------------------------------------
Moody's Investors Service affirms WEX Inc's Ba3 Corporate Family
Rating and Ba3 senior unsecured debt rating.  The negative outlook
remains.

RATINGS RATIONALE

On Oct. 19, 2015, WEX announced that it had entered into an
agreement to acquire ElectronicFunds Source LLC (EFS) a leading
provider of fleet card and related services to over-the-road,
primarily long-haul, transportation customers.

The affirmation reflects the company's strong market position in
its core fleet payment solutions business, which will be further
strengthened by the acquisition of EFS, and the business'
attractive and fairly stable operating margins which have driven
strong profitability for the company.  The affirmation also
reflects WEX's strong and stable asset quality metrics related to
its charge card receivables, which comprise more than 60% of the
company's tangible asset base.  Balancing these positive factors
are a number of credit challenges which include the company's
higher financial leverage as a result of the acquisition, the
company's fleet revenues dependence on gas and diesel fuel prices
and the company's weak capital position due to its negative
tangible equity position.

The outlook continues to be negative reflecting the company's
tolerance for materially increasing leverage when making
acquisitions.  Upon completion of the EFS acquisition, the company
projects that leverage will increase with corporate debt to
company-reported bank covenant debt / EBITDA increasing to more
than 4.0x from 3.0x as of June 30, 2015.  This is the second large
acquisition for the company in two years with both acquisitions
being financed largely with debt.  As a result, WEX's bank covenant
debt / EBITDA ratio has increased well above its historic average
as well as well above the company's reported target ratio of 1.5x
to 2.0x, a credit negative.

The outlook could return to stable once company-reported bank
covenant debt / EBITDA declines below 3.5x, the new acquisition is
successfully integrated, the company's liquidity reaches and is
expected to remain above $350 million, and the company has at least
a 25% cushion in its financial covenants.

The ratings could be downgraded in the event that company-reported
bank covenant debt / EBITDA increases above 4.5 or if
company-reported bank covenant debt / EBITDA rises above 5.0.  A
weakening of profitability whereby net income / assets fell below
2.0% or declining asset quality with charge-offs rising above 0.50%
would also put downward pressure on the ratings.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.



WEX INC: S&P Revises Outlook to Negative & Affirms 'BB-' ICR
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
WEX Inc. to negative from stable and affirmed its 'BB-' issuer
credit rating.  At the same time, S&P affirmed its 'BB-' ratings on
the company's senior secured credit facility, including a term loan
and revolver, as well as its senior unsecured notes.  S&P assigned
'3' recovery ratings to the senior secured credit facility and the
senior unsecured debt, indicating S&P's expectation for a
meaningful (50%-70%, upper half of the range) recovery for lenders
in the event of a payment default.

"The negative outlook follows WEX's announcement that it has
entered into an agreement to acquire Electronic Funds Source LLC
(EFS), a company that provides fleet payments and other corporate
solutions for the trucking industry, which we assume will close
during the second quarter of 2016," said Standard & Poor's credit
analyst Igor Koyfman.  S&P expects that WEX will finance 75% of the
acquisition primarily using new debt and the remaining 25% with
equity.  WEX received a commitment letter from a group of banks in
the aggregate amount of $2.125 billion, including a seven-year
$1.775 billion term loan facility and a five-year $350 million
revolving credit facility.  The new debt would also replace the
existing senior secured term loan facility.

The proposed acquisition of EFS will be accretive to WEX's adjusted
earnings and broadens the company's presence in the over-the-road
fuel transaction processing services market in North America.  On a
pro forma basis, S&P expects debt to EBITDA to be 6.5x to 7.5x, but
it could improve if the integration is successful, resulting in
increased EBITDA and the ability to pay down its revolving credit
facility.  However, WEX's growth strategy via debt-financed
acquisitions is a rating risk.

WEX has a history of growing through acquisitions and has
successfully integrated several large companies over the past five
years.  Although S&P expected the company to grow through
acquisitions, the acquisition of EFS is larger than S&P expected
and the transaction significantly increases the firm's leverage
profile.  Moreover, S&P believes acquisitions completed at high
multiples require future growth for success, increasing uncertainty
about leverage projections.  Finally, the possibility of a poorly
executed merger is a negative rating factor.

S&P's ratings on WEX reflect risks associated with the company's
aggressive growth strategy, reliance on dividends and other
contractual payments from WEX Bank, exposure to volatility in fuel
prices, and the gradual erosion of the company's high merchant
commissions.  Offsetting factors include the company's strong
market position in the fleet cards market, high margins,
well-managed credit risk, and a more diverse funding profile
compared with other finance companies.

The negative outlook reflects WEX's aggressive debt-financed growth
strategy and our expectation for debt to EBITDA to be above 6x pro
forma for the EFS acquisition.

S&P could lower the rating if it expects debt to EBITDA will remain
above 6x over the next two years, or if the company's liquidity
position deteriorates beyond S&P's expectation.  This would likely
occur if the company pursues another significant leveraging
transaction within the next 12 months or if greater-than-expected
competition drives EBITDA to decline.  Additionally, if WEX is
unable to successfully integrate EFS, S&P may lower its rating.

S&P could revise the outlook to stable if it is confident that WEX
will improve and maintain debt to EBITDA (including deposits and
securitization financing) well below 6x while maintaining strong
EBITDA interest coverage. Leverage reduction would likely result
from strong cash flow generation, which would contribute to
accelerated debt repayment.



WINDSTREAM SERVICES: Fitch Keeps 'BB' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings believes that Windstream Services, LLC sale of its
data center business could be a positive credit development if the
proceeds, or most of the proceeds, are used to repay debt. On Oct.
19, 2015, Windstream announced the sale of its data center business
for $575 million in cash, but did not disclose the use of
proceeds.

Windstream will sell the data center business to TierPoint, and the
two companies will enter into an ongoing strategic reciprocal
partnership. The transaction is expected to close in two to four
months after the customary approvals are obtained. For the quarter
ended June 30, 2015, the business generated approximately $122
million in annualized revenue and $41 million in annualized EBITDA.
Capital spending associated with the data center business has not
been disclosed.

In Fitch's view, debt reduction stemming from the sale will not
lead to a positive rating action and Fitch continues to monitor the
operating trends in Windstream's business. On June 30, 2015,
Windstream had approximately $5.7 billion in total debt
outstanding. Fitch rates Windstream with an Issuer Default Rating
of 'BB' with a Stable Outlook (see the complete list of ratings at
the end of this release).

Following the REIT spin-off earlier in 2015, Fitch expects
Windstream's 2015 total adjusted debt/operating EBITDAR to
approximate 5x, with the lease being in place for part of the year,
and 5.4x in 2016. This adjusted leverage metric is above the median
for other 'BB' companies. Offsetting factors to the higher adjusted
leverage include the reduction of outstanding senior secured and
unsecured debt, and the cash flow benefits arising from the
reduction in interest expense and common dividends.

RATING SENSITIVITIES

Positive Trigger: A positive action could occur if total adjusted
debt/EBITDAR, which will be used as the primary metric, is
sustainable under 4.75x. Additionally, revenues and EBITDA would
need to stabilize or demonstrate a return to growth on a sustained
basis.

Negative Trigger: A negative rating action could occur if total
adjusted debt/EBITDAR is 5.5x or higher for a sustained period, or
if competitive and business conditions were such that the company
no longer makes progress toward revenue and EBITDA stability.

Fitch currently rates Windstream as follows:

Windstream Services, LLC

-- Long-term Issuer Default Rating (IDR) 'BB';
-- $1.25 billion senior secured revolving credit facility due
    2015 'BBB-/RR1';
-- $581 million senior secured credit facility, Tranche B5 due
    2019 'BBB-/RR1'; and
-- Senior unsecured notes 'BB/RR4'.

Windstream Holdings of the Midwest

-- IDR 'BB';
-- $100 million secured notes due 2028 'BB/RR4'.

PAETEC Holding Corp. (PAETEC)

-- IDR 'BB'.

The Rating Outlook is Stable.



[*] 9th Circ. Nixes Maligned Atty-Fee Rule for Bankruptcy Stays
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the Ninth
Circuit ruled on Oct. 14, 2015, that the Debtors may recover
attorneys' fees in a separate lawsuit from an adversary that
violates an automatic bankruptcy stay, doing away with a maligned
rule unique to the circuit that shut the door on such recoveries.

In an en banc ruling, the appeals court said the U.S. Bankruptcy
Code gives the Debtors the right to recover fees not just to end
the violation of a stay but also to recover damages for any harm
that flows from the violation.


                            *********

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

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

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

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

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

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

                            *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
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                   *** End of Transmission ***