TCR_Public/151028.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 28, 2015, Vol. 19, No. 301

                            Headlines

ABACO ENERGY: Moody's Lowers CFR to Caa3; Outlook Remains Negative
ALLIED SYSTEMS: Order Denying Approval of Yucaipa Deal Affirmed
ALVION PROPERTIES: US Trustee Forms Four-Member Creditors' Panel
ARCH COAL: Debt Swap Falls Apart, Continues Talks with Creditors
ATHABASCA OIL: DBRS Lowers Issuer Rating to B(low)

BUNKERS INT'L: Taps Simms Showers as Special Maritime Counsel
CAESARS ENTERTAINMENT: Files Rule 2015.3 Periodic Report
CAROLINA GOLF: Involuntary Chapter 11 Case Summary
CATALENT PHARMA: Moody's Affirms B1 CFR, Outlook Stable
CHRYSLER LLC: Use of Old Chrysler's Experience Rating Barred

CIFC CORP: S&P Assigns 'BB-' Counterparty Credit Rating
DORAL FINANCIAL: Credigy Buys Bad Loans
ENERGY FUTURE: Jackson Walker Files Rule 2019 Statement
FANNIE MAE & FREDDIE MAC: Fresh Attack on Profit Sweep in E.D. Ky.
HHH CHOICES: Taps Getzler Henrich as Financial Advisor

HHH CHOICES: Wants Court to Set Nov. 30 as Claims Bar Date
HIGHWOODS PROPERTIES: Fitch to Withdraw Ratings in Late November
HIPCRICKET INC: Directed to Pay $807K to Investment Banker
INTERACTIVE DATA: Moody's to Retain B3 CFR Over Pending Sale
JAQU DE LILI: Case Summary & 14 Largest Unsecured Creditors

KEY ENERGY: Moody's Lowers CFR to Caa2, Outlook Remains Negative
LE NGUYEN: Texas Appellate Court Suspends Appeal
LEE STEEL: Creditors' Committee Granted Standing to Pursue Claims
LIGHTSQUARED INC: Ch. 11 Plan's Injunction B Vacated
LONG BEACH OXFORD: Case Summary & 6 Largest Unsecured Creditors

MILAGRO HOLDINGS: Court Okays Duff & Phelps as Financial Advisor
MOUNTAIN TOP ENTERPRISES: Case Summary & 20 Unsecured Creditors
NUMIRA BIOSCIENCES: PE Firm Exempt from Ex-Worker's WLAD Suit
NYDJ APPAREL: S&P Raises CCR to 'CCC+' Following Review
ORBIT AIRCRAFT: Fitch to Assign 'BBsf' Rating on Class C-1 Notes

PEP BOYS: Moody's Puts 'B1' CFR on Review for Upgrade
PEP BOYS: S&P Puts 'B' CCR on CreditWatch Positive
PUTNAM ENERGY: Cash Collateral Hearing Continued to Nov. 12
RAAM GLOBAL: Voluntary Chapter 11 Case Summary
SAINT MICHAEL'S MEDICAL: Interim Cash Use Orders Entered

SAMSON RESOURCES: Claims Bar Date Set for November 20
SAN BERNARDINO: Disclosure Statement Hearing Continued to Dec. 23
SAN BERNARDINO: Insurer Says Deal Near on Plan Treatment
SAN BERNARDINO: Tort Claimant Opposes Injunction in Plan
SARATOGA RESOURCES: Floats Debt-for-Equity Swap with Bondholders

TECTUM HOLDINGS: Moody's Assigns B1 CFR; Outlook Stable
US SECURITY ASSOCIATES: S&P Affirms B CCR, Alters Outlook to Stable
VALEANT PHARMACEUTICALS: Moody's Affirms Ba3 CFR; Outlook Stable
WET SEAL: META Advisors to Be Liquidation Trustee Under Plan
WHITTEN FOUNDATION: Opposes Juniper Sale, to File Own Plan

WOODALE PROPERTIES: Voluntary Chapter 11 Case Summary
[*] Fitch: Energy Default Rate Surpasses 5%
[*] Global Metal Prices will Remain Weak Through 2016, Moody's Says

                            *********

ABACO ENERGY: Moody's Lowers CFR to Caa3; Outlook Remains Negative
------------------------------------------------------------------
Moody's Investors Service downgraded Abaco Energy Technologies
LLC's Corporate Family Rating to Caa3 from Caa1 and the Probability
of Default Rating (PDR) to Ca-PD from Caa2-PD.  At the same time,
Moody's downgraded the senior secured credit facilities to Caa3
from Caa1.  The Speculative Grade Liquidity Rating (SGL) was
lowered to SGL-4 from SGL-3.  The outlook remains negative.

"The ratings downgrade reflects Moody's expectations for very
modest EBITDA and questionable cash flow prospects through the end
of 2016 driven by a prolonged downturn in drilling activity," said
Morris Borenstein, Moody's Analyst.

Ratings downgraded:

Abaco Energy Technologies, LLC
  Corporate Family Rating to Caa3 from Caa1
  Probability of Default Rating to Ca-PD from Caa2-PD
  Senior secured revolving credit facility to Caa3 (LGD3) from
   Caa1 (LGD3)
  1st lien senior secured term loan to Caa3 (LGD3) from Caa1
   (LGD3)
  Speculative Grade Liquidity Rating lowered to SGL-4 from SGL-3

The rating outlook is negative

RATINGS RATIONALE

Abaco's Caa3 CFR reflects its extremely modest size, very weak
asset coverage, high customer concentration, and single product
line with exclusive reliance on the depressed US onshore drilling
industry.  Abaco is the smallest oilfield services company that
Moody's rates.  The Caa3 rating also reflects the heightened risk
of a potential financial covenant breach in the near term.  Moody's
believes EBITDA will be sustained at modest levels through the end
of 2016 driven by weak volume demand for Abaco's products and steep
competition.

The company could address covenant issues in the short-term with
equity infusions from its sponsor or receive covenant relief
through an amendment.  However, even if Abaco can receive
short-term relief, Moody's believes liquidity will remain stressed
into 2016 due to limited revolver access and reduced cash flow,
which will make covering principal and interest payments more
challenging.

The SGL-4 reflects the increased likelihood of a covenant breach
and its restricted access to its revolver.  The company's $25
million revolver is restricted given the company's covenant
concerns.  The net debt to EBITDA financial maintenance covenant
steps down to 5.5 times in the second half of the year, dropping to
5.25 times in the first quarter of 2016, making compliance
increasingly challenging in 2016.

The negative outlook reflects Moody's heightened concerns over
Abaco's ability to remain in compliance with the financial
covenants under its credit agreement.  While the credit agreement
permits equity cures in three of the next four quarters, improving
EBITDA to levels needed to avoid an eventual covenant breach is
becoming more unlikely.

Failure to receive sustained covenant relief in the form of an
equity cure or an amendment could lead to further downgrade.  A
rating upgrade is not likely in the near term.  However, a material
improvement in liquidity and improved coverage relative to its
interest burden and debt load could result in positive actions.

Headquartered in Houston, Texas, Abaco Energy Technologies LLC is
majority owned and controlled by Riverstone Holdings LLC.  The
company manufactures downhole drilling tools such as rotors and
stators used in the oil & gas industry in horizontal drilling
operations.  Abaco was formed in October 2013 by Riverstone.
Revenues for the six months ended June 30, 2015, were approximately
$26 million.

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



ALLIED SYSTEMS: Order Denying Approval of Yucaipa Deal Affirmed
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of ASHINC Corporation f/k/a Allied Systems
Holdings, Inc., and its debtor affiliates initiated an adversary
proceeding against, among others, several related entities
collectively referred to as Yucaipa, as well as members of the
Board of Directors of Allied, including appellants Mark Gendregske
and Brian Cullen.

The amended complaint asserted claims that Yucaipa and certain of
the directors breached, and/or aided and abetted the breach of,
fiduciary duties owed to Allied in order to impermissibly benefit
Yucaipa to the detriment of Allied.

In July 2013, the Committee, the Debtors, Yucaipa, and the
directors entered into a Settlement Agreement and filed a motion to
have the agreement approved by the bankruptcy court.  However, over
the course of the more than 14 months that passed between the
filing of the Motion and the Order denying such, objections were
posed by non-parties and disagreements arose among the parties such
that the bankruptcy court ordered the parties back to mediation,
which mediation efforts were unsuccessful.

By August 2014, apparently the only parties who still actively
supported the Agreement were Mr. Gendregske, et al., who filed a
request for a hearing on the Motion.  On October 6, 2014, the
bankruptcy judge denied the request for a hearing, explaining that
a hearing would be a colossal waste of everybody's time and
effort.

The bankruptcy judge went on to describe other issues that would
constitute obstacles to approval of the Agreement, including: (1)
the potential objection to the Agreement by Black Diamond, when the
amount of the claim applicable to all parties was not fixed by the
Agreement; and (2) the "significant open issues with the insurers
and the scope of the releases as currently drafted.  The judge
concluded that there had been "a significant change in
circumstances" between the time the settlement was forged and the
time it was being presented for approval and, consequently, denied
both the motion for a hearing and the Agreement itself based on the
issues that had been exposed through the passage of time.

Judge Sue L. Robinson of the United States District Court for the
District of Delaware affirmed the October 6, 2014 order of the
bankruptcy court and denied the appeal from the Bankruptcy Court's
order denying approval of the agreement.

The district court case is captioned MARK GENDREGSKE, et al,
Appellants, v. BLACK DIAMOND COMMERCIAL FINANCE LLC, et al.,
Appellees, CIV. NO. 14-1415-SLR (D. Del.).

The adversary proceeding is MARK GENDREGSKE, et al, Appellants, v.
BLACK DIAMOND COMMERCIAL FINANCE LLC, et al., Appellees. ADV. NO.
13-50530-CSS (Bankr. D. Del.).

The bankruptcy case is In re: ASHING CORPORATION, et al., Debtors,
BANK. NO. 12-11564-CSS (Bankr. D. Del.).

A full-text copy of Judge Robinson's Memorandum dated September 29,
2015, is available at http://is.gd/dYGUG1from Leagle.com.

Appellants are represented by Derek C. Abbott, Esq. --
dabbott@mnat.com -- MORRIS, NICHOLS, ARSHT & TUNNELL LLP & Erin R.
Fay, Esq. -- efay@mnat.com -- MORRIS, NICHOLS, ARSHT & TUNNELL
LLP.

Appellees are represented by Adam G. Landis, Esq. --
landis@lrclaw.com -- LANDIS RATH & COBB LLP & Kerri King Mumford,
Esq. –- kmumford@lrclaw.com -- LANDIS RATH & COBB LLP, Edmon L.
Morton, Esq. –- emorton@ycst.com -- YOUNG, CONAWAY, STARGATT &
TAYLOR LLP.

                      About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007 with
$265 million in first-lien debt and $50 million in second-lien
debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.

They are represented by Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and
Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman
Sanders, Gowling Lafleur Henderson.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries. The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case. The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and General
Motors LLC. The Committee is represented by Sidley Austin LLP.

In January 2014, the U.S. Trustee for Region 3 appointed a
three-member Official Committee of Retirees.

Yucaipa Cos. has 55% of the senior debt and took the position it
had the right to control actions the indenture trustee would take
on behalf of debt holders.  The state court ruled in March 2013
that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court gave the official creditors'
committee authority to sue Yucaipa.  The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.

Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance
(Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P.,
Yucaipa American Alliance (Parallel) Fund II, L.P., represented by
Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at
Gibson, Dunn & Crutcher LLP.

First Lien Agent, Black Diamond Commercial Finance, L.L.C.,
represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward,
Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings, Inc., has changed its name to ASHINC
Corporation.

                          *     *     *

ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its
debtor affiliates filed with the U.S. Bankruptcy Court for the
District of Delaware a joint Chapter 11 plan of reorganization,
co-proposed by the Committee and the first lien agents.

The Plan provides that certain of the Debtors' assets, the
Litigation Trust Assets, will vest in the Allied Litigation Trust,
and the remainder of the Debtors' assets, including the proceeds
from the sale of substantially all of the Debtors' assets, will
either revest in the Reorganized Debtors or be distributed to the
Debtors' creditors.


ALVION PROPERTIES: US Trustee Forms Four-Member Creditors' Panel
----------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Alvion
Properties Inc. appointed four creditors to serve on the official
committee of unsecured creditors.

The unsecured creditors are:

     (1) The Coffman Law Firm
         Attn: Richard L. Coffman
         505 Orleans, Fifth Floor
         Beaumont, TX 77701
         Phone: (409) 833-7700
         Fax: (866) 835-8250
         Email: rcoffman@coffmanlawfirm.com

     (2) The Creekmore Law Firm, PC
         Attn: Richard L. Coffman
         505 Orleans, Fifth Floor
         Beaumont, TX 77701
         Phone: (409) 833-7700
         Fax: (866) 835-8250
         Email: rcoffman@coffmanlawfirm.com

     (3) Berkeley Law & Technology Group, LLP
         Attn: Richard L. Coffman
         505 Orleans, Fifth Floor
         Beaumont, TX 77701
         Phone: (409) 833-7700
         Fax: (866) 835-8250
         Email: rcoffman@coffmanlawfirm.com

     (4) DurretteCrump, PLC
         Attn: Richard L. Coffman
         505 Orleans, Fifth Floor
         Beaumont, TX 77701
         Phone: (409) 833-7700
         Fax: (866) 835-8250
         Email: rcoffman@coffmanlawfirm.com

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

                      About Alvion Properties

Alvion Properties, Inc., is a Virginia corporation formed in 1995
with the placement of real property and mineral rights it owns
today.  Alvion owns 1,295 acres of undeveloped land, with
significant coal reserves along with timber and building stone, in
Scott County, Virginia.  Alvion also owns an additional 3,219 acres
of mineral rights in property north of its fee simple ownership.

The current stockholders are Harold M. (Jack) Reynolds and Shirley
Medley.  Mr. Reynolds owns several entities involved in the coal
business.  Shirley and her family also owned coal mines from 1970
to 2010.

Alvion Properties filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Ill. Case No. 15-40462) on May 14, 2015.  Karnes Medley, the
president, signed the petition.  

The Debtor disclosed total assets of $1 billion and total debts of
$2.7 million in its petition.

Antonik Law Offices serves as the Debtor's counsel.

The meeting of creditors was held on June 17, 2015.

                            *     *     *

Judge William V. Altenberger will convene a hearing on Nov. 10,
2015, at 9:00 a.m. to consider approval of the disclosure statement
explaining the terms of the Plan.  Objections to the Disclosure
Statement, as amended Sept. 23, 2015, are due Oct. 29, 2015.

Pursuant to the Plan, creditors with debts entitled to priority
under Sec. 507 (Class 1), if any, the secured claim of Farmers
State Bank of Alto Pass (Class 2), and general unsecured claims
(Class 3) are unimpaired and will be paid in full, with interest,
from the proceeds of the sale transaction.  Stockholders (Class 4)
will retain ownership of all property of the estate except as
provided by the Plan.

A copy of the First Amended Disclosure Statement dated Sept. 23,
2015, is available for free at:

        http://bankrupt.com/misc/Alvion_P_58_1st_Am_DS.pdf


ARCH COAL: Debt Swap Falls Apart, Continues Talks with Creditors
----------------------------------------------------------------
Arch Coal, Inc. on Tuesday terminated its previously announced:

     (i) private offer to exchange -- 2020 Exchange Offer -- new
6.25% Trust Certificates due 2021 and a cash payment for any and
all of its outstanding 7.25% Senior Notes due 2020 and the related
offer to holders of 2020 Notes that were not eligible to
participate in the 2020 Exchange Offer to exchange new 2022 Notes
and a cash payment for their 2020 Notes; and

    (ii) private offer to exchange -- Concurrent Exchange Offer --
Trust Certificates, 8.00% Senior Secured Notes due 2022 and 12.00%
Senior Secured Second Lien Notes due 2023 for its outstanding
7.000% Senior Notes due 2019, 9.875% Senior Notes due 2019 and
7.250% Senior Notes due 2021.

The Exchange Offers expired pursuant to their terms at 12:00
midnight, New York City time, on October 26, 2015.

Furthermore, the previously announced support agreement that Arch
had entered into on July 1, 2015, with holders of approximately
56.9% in aggregate principal amount of the 2020 Notes expired by
its terms on October 26, 2015.  The Support Agreement has not been
extended by the parties thereto.

Prior to the expiration of the Exchange Offers, certain term loan
lenders under Arch's Amended and Restated Credit Agreement dated as
of June 14, 2011 -- Directing Lenders -- delivered a letter to the
term loan administrative agent directing it to refrain from
executing any documentation relating to the Exchange Offers.
Following receipt of the direction letter, the term loan
administrative agent tendered its resignation.  

Arch believes that the successor administrative agent appointed by
the Directing Lenders would not execute the documents required for
the Exchange Offers, absent direction from a majority of the term
loan lenders, which had not been received prior to the expiration
of the Exchange Offers.

                           GSO Complaint

On September 16, 2015, GSO Special Situations Master Fund LP
("GSO"), which represents that it holds certain of Arch's unsecured
notes and term loans, filed a complaint in the Commercial Division
of the Supreme Court of the State of New York against the Directing
Lenders and the administrative agent, seeking a declaratory
judgment that the Exchange Offers are permissible under the Credit
Agreement and do not require the consent of the Directing Lenders,
and also seeking a preliminary and permanent injunctions barring
the Directing Lenders from instructing the administrative agent not
to execute the documents required to close the Exchange Offers.  On
October 16, 2015, the Court issued an order denying GSO's motion
for a temporary restraining order and preliminary injunction.  On
October 21, 2015, GSO appealed that ruling.

Absent resolution of the litigation in favor of the plaintiff, Arch
believes that the administrative agent is highly unlikely to
execute the documentation required to consummate the Exchange
Offers on their current terms.  As a result of the position of the
Directing Lenders, the status of the pending litigation, current
market conditions and various other factors, Arch has concluded
that the conditions to the Exchange Offers have not and will not be
satisfied, and that the offers will not be consummated.
Accordingly, Arch has elected to terminate the Exchange Offers.

Arch is currently in active dialogue with various creditors with
respect to a restructuring of its balance sheet. The Company's
mining operations and customer shipments are continuing as normal.

                            *     *     *

Stephanie Gleason and Peg Brickley, writing for The Wall Street
Journal, reported that Arch Coal is huddling with creditors over
ways to rework its $5.1 billion debt load, after an out-of-court
restructuring effort fell through.

According to the Journal, the nation's second-largest coal producer
has been trying to avoid a bankruptcy filing through a debt swap
with bondholders.  On Oct. 27, the company said it is abandoning
the effort after senior lenders blocked the swap and a New York
court refused to intervene, the Journal related.

Arch appealed the ruling by Justice Saliann Scarpulla of the New
York State Supreme Court, the Journal said.

As previously reported by The Wall Street Journal, Judge Scarpulla
denied a request by an affiliate of GSO Capital Partners that she
prevent a group of majority lenders from freezing the debt swap.
The standard for granting such a request is that the judge must
find that allowing the lenders to proceed would do "irreparable
harm," the report related.

"Because I find that Plaintiff's alleged harm can be fully
compensated by money damages by the Directing Defendants,
Plaintiff's harm is not irreparable.  Plaintiff argues that, if
Arch enters bankruptcy, any claim for money damages against the
Directing Defendants would be more complex to prove.  This,
however, is not sufficient to establish irreparable harm," Judge
Scarpulla said in her ruling issued on Oct. 16.

                          About Arch Coal

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

Arch Coal reported a net loss of $558 million in 2014, a net loss
of $642 million in 2013 and a net loss of $684 million in 2012.
As
of June 30, 2015, the Company had $8 billion in total assets, $6.6
billion in total liabilities and $1.4 billion in total
stockholders' equity.

                           *     *     *

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

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

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


ATHABASCA OIL: DBRS Lowers Issuer Rating to B(low)
--------------------------------------------------
DBRS Limited downgraded the Issuer Rating and the Senior Unsecured
Second-Lien Notes (the Notes) rating of Athabasca Oil Corporation
to B (low) from B and changed the trend to Negative from Stable.
The recovery rating remains unchanged at RR4. The previously
assigned B rating was predicated on Athabasca’s significant
liquidity position to fund its capex to achieve meaningful
production growth, which was expected to result in a material
improvement to the Company’s weak financial risk assessment (FRA)
and business risk assessment to a level that is commensurate with
the B rating category.

The ratings downgrade reflects key challenges for Athabasca under a
prolonged low commodity pricing environment, including (1) a
declining liquidity position that no longer supports the B rating,
(2) no material improvements expected over the next two years to
the Company’s FRA because of its high leverage and low cash flow
growth potential despite the expected production ramp-up and (3)
heightened refinancing risk in 2017. The trend change reflects
DBRS’s concern of continued deterioration in liquidity should
commodity prices remain weak on a sustained basis and/or if there
are any significant delays in Athabasca’s production ramp-up. A
further material decline in liquidity could lead to additional
negative rating action. The trend may be changed to Stable if the
Company’s planned production growth is successfully executed, the
FRA is strengthened and the heightened refinancing risk is
mitigated.

Athabasca's liquidity position includes cash and cash equivalents
($687 million as at September 28, 2015), an approximately $134
million promissory note receivable (maturing in August 2016), $125
million in available credit facilities and a USD 50 million delayed
term loan. The liquidity position has weakened significantly since
the closing of the Dover Put/Call Option in August 2014. This was a
result of the significant free cash flow deficits ($485 million LTM
June 30, 2015), underpinned by the Company’s high growth capex
levels and weak operating cash flows that are reflective of its
nominal production volumes. Although the decline in liquidity was
expected given the Company’s aggressive growth capex to date,
material cash flow growth may be challenging under a low pricing
environment even when considering the expected ramp-up in
production. As a result, the Company’s FRA is not expected to be
commensurate with the previously assigned B rating going forward.

The Company's production growth is contingent on the ramp-up of
Hangingstone Project 1 (Hangingstone) and the continued development
of the Light Oil division. Hangingstone achieved first oil in July
2015 and expects to ramp up production to the design capacity of
12,000 barrels per day (bbl/d) by late 2016 (exit production
guidance of 3,000-6,000 bbl/d for 2015; 3,200 bbl/d in September
2015). If achieved as planned, this would represent meaningful
production growth to a level that is more commensurate with the
current rating. In addition, capex at Hangingstone is expected to
be minimal following the completion of the construction phase in Q1
2015, which would significantly reduce the negative pressure on the
Company’s liquidity profile. However, positive free cash flow
contribution from the project will likely be minimal in 2016
because of the project’s high operating and transportation
expenses on a per barrel basis during ramp-up relative to the
current low pricing environment. The project has met key production
milestones to date, but execution risk for the full ramp-up to the
project’s design capacity remains.

In the Light Oil division, the Company's production is expected to
be moderately higher as a result of the investments to date (exit
production guidance at 7,000–8,000 barrels of oil equivalent per
day for 2015; 2015 capex guidance of $203 million). The Company has
achieved some cost improvements through greater drilling
efficiencies and service cost reductions; however, drilling and
completions costs remain relatively high under low commodity
prices, particularly with the Duvernay. As a result, DBRS expects
the Company to manage its Light Oil capex going forward to reduce
the pressure on its liquidity profile.

Athabasca also faces significant refinancing risk in 2017, as (1)
its $125 million revolving credit facility (undrawn as of June 30,
2015) matures in April 2017, (2) the USD 225 million Term Loans
become payable in May 2017 if the Notes have not been redeemed or
refinanced prior and (3) the $550 million Notes mature in November
2017. As at June 30, 2015, the Company was in compliance with all
of its financial covenants. The Company’s financial covenants are
asset coverage based; therefore, material asset impairments and/or
reduction in reserves valuation could heighten covenant breach
risk. In such event, this would have a material, negative impact on
the Company’s liquidity position.



BUNKERS INT'L: Taps Simms Showers as Special Maritime Counsel
-------------------------------------------------------------
Bunkers International Corp., and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ J. Stephen Simms, Esq. and Simms
Showers, LLP as special maritime counsel to the Debtors, nunc pro
tunc to October 5, 2015.

The Debtors require Simms Showers as its special maritime counsel
to assist in Debtors' execution of their maritime liens against
vessels located throughout the world and otherwise to assist in the
recovery of maritime receivables owed to Debtors. In additional to
collection services and litigation, there is one pending case for
which Simms Showers will continue services. The case entitled China
Navigation Co. PTE Ltd. vs. Dolphin Marine Fuels, LLC, O.W. Bunker
Far East (S) PTE Ltd., O.W. Bunker USA Inc., and ING Bank N.V.
(Case No.:8:15-cv-00859) filed in the United States District Court
in and for the Central District of California involves amounts owed
to Dolphin which are subject to an interpleader.

Simms Showers will be entitled to a fee according to the standard
hourly rates of Simms Showers which range from $130 per hour for
paralegal services to $450 per hour for attorney services. Simms
Showers has requested a $25,000 retainer and each of the Debtors
have agreed to pay one-third of such amount.

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

As of the Petition Date, Bunkers owed Simms Showers approximately
$60,000. ABG and Dolphin owed Simms Showers LLP approximately
$6,000 each, all in connection with prior litigation services
provided by Simms Showers.

J. Stephen Simms, principal of Simms Showers, 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.

Simms Showers can be reached at:

       J. Stephen Simms, Esq.
       SIMMS SHOWERS LLP
       201 International Circle
       Baltimore, MD 21030
       Tel: (443) 290-8704
       Fax: (410) 510-1789
       E-mail: jssimms@simmsshowers.com

                   About Bunkers International

Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea.  It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A.  The Company started in Colombia in 1995.

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


CAESARS ENTERTAINMENT: Files Rule 2015.3 Periodic Report
--------------------------------------------------------
Caesars Entertainment Operating Company Inc. and its affiliated
debtors filed a report, as of June 30, 2015, on the value,
operations and profitability of 74 non-debtor entities in which
they hold a substantial or controlling interest.

Caesars Entertainment filed the report pursuant to Bankruptcy Rule
2015.3.  The report is available for free at:

     http://bankrupt.com/misc/CaesarsEOCI_PReport063015.pdf

                  About Caesars Entertainment

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

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

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

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

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

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

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

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

On February 5, 2015, U.S. Trustee Patrick Layng appointed nine
creditors to the Debtors' official committee of unsecured
creditors.  Two of these creditors -- the Board of Levee
Commissioners for the Yazoo Mississippi Delta and MeehanCombs
Global Credit Opportunities Master Fund LP -- resigned from the
committee following their appointment.  They were replaced by the
National Retirement Fund and Relative Value-Long/Short Debt, a
Series of Underlying Funds Trust.

                         *     *     *

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

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


CAROLINA GOLF: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: The Carolina Golf Development Company
                Attn: Julie Watson, Reg. Agent
                277 Avenue of the Carolinas
                Whispering Pines, NC 28327

Case Number: 15-81173

Involuntary Chapter 11 Petition Date: October 26, 2015

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Petitioner's Counsel: John A. Northen, Esq.
                      NORTHEN BLUE, LLP
                      P. O. Box 2208
                      Chapel Hill, NC 27514-2208
                      Tel: (919) 968-4441
                      Email: jan@nbfirm.com

   Petitioner                  Nature of Claim  Claim Amount
   ----------                  ---------------  ------------
Woodlake Partners, LLC          Funds Advanced      $114,638
Attn: Richard M. Hutson, II
Chief Restructuring Officer
P O Drawer 2252-A
Durham, NC 27702


CATALENT PHARMA: Moody's Affirms B1 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed Catalent Pharma Solutions,
Inc.'s Corporate Family Rating at B1, Probability of Default rating
at B1-PD and senior secured credit facility rating at B1. At the
same time Moody's changed the rating outlook to stable from
positive.

The stabilization of the rating outlook reflects Moody's view that
Catalent's adjusted debt/EBITDA will show only moderate improvement
over the next 12 months as foreign exchange headwinds constrain
near-term earnings growth.  Further, Moody's expects that cash flow
will be deployed largely for bolt-on acquisitions in lieu of debt
repayment.  As a result, Moody's believes that adjusted debt/EBITDA
(including Moody's standard adjustments) will remain above 4.5x and
the likelihood of an upgrade to Ba3 over the next 12-18 months is
relatively low.

Moody's also improved the company's Speculative Grade Liquidity
rating to SGL-1 from SGL-2, reflecting the expectation of very good
liquidity over the next four quarters.  The SGL-1 is supported by
Moody's expectations of improving free cash flow as the company
will experience fewer one-time cash costs versus FY15. Liquidity is
also supported by an undrawn revolver and lack of financial
maintenance covenants on the term loan.

The rating actions are:

Rating raised:
  Speculative Grade Liquidity rating to SGL-1 from SGL-2

Ratings affirmed:
  Corporate Family Rating at B1
  Probability of Default Rating at B1-PD
  Senior secured credit facility at B1, LGD3
  Rating outlook changed to Stable from Positive

RATINGS RATIONALE

Catalent's B1 rating is constrained by its moderately high
debt/EBITDA and modest free cash flow relative to debt.  The rating
is also constrained by volatility inherent in the pharmaceutical
contract manufacturing industry.  Lost revenue when customers'
drugs go generic, pricing pressure exerted by large customers and
high fixed costs can create volatility in net profit and cash
flows.  Despite some quarter to quarter volatility within its
business segments, the rating is supported by Moody's expectation
that Catalent will benefit over the long-term from the increasing
outsourcing of manufacturing and drug development services by the
pharmaceutical and biotech industry.  The rating is also supported
by Catalent's good scale and leading market position in the
development and manufacturing of softgels and other oral drug
delivery technologies.  The company also has a diversified customer
base and commands a large library of patents, know-how, and other
intellectual property that raise barriers to entry and enhance
margins.  These factors help mitigate the volatility created by the
inherent industry challenges discussed above.

If Catalent reduces its financial leverage such that debt/EBITDA
approaches 4.0x, and free cash flow to debt improves towards 10%,
Moody's could upgrade the company's ratings.

If Moody's expects leverage to be sustained at or above 5.5x,
either due to deterioration in EBITDA, acquisitions or
shareholder-friendly payouts, Moody's could downgrade the ratings.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of development solutions and advanced delivery
technologies for drugs, biologics and consumer health products. The
company reported revenue of approximately $1.8 billion for the
twelve months ended June 30, 2015.  Since the company's initial
public offering in August 2014, affiliates of The Blackstone Group
have reduced their stake in the company to approximately 21%.

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



CHRYSLER LLC: Use of Old Chrysler's Experience Rating Barred
------------------------------------------------------------
On December 1, 2014, the U.S. District Court for the Southern
District of New York remanded to the Bankruptcy Court the matter on
the interpretation of the Sale Order pursuant to which Old Chrysler
sold substantially all of its assets to New Chrysler.

Specifically, the Bankruptcy Court was directed to decide whether
the Sale Order prohibited the states of Michigan, Indiana and
Illinois from using Old Chrysler's Experience Rating in computing
New Chrysler's unemployment insurance tax rate.  Michigan
subsequently settled with New Chrysler, leaving only Indiana and
Illinois.

U.S. Bankruptcy Judge Stuart M. Bernstein concluded that the Sale
Order bars Indiana and Illinois from using Old Chrysler's
Experience Rating to compute New Chrysler's unemployment insurance
tax rate unless the police and regulatory exception in paragraph 23
of the Sale Order negates that prohibition.  Accordingly, the
Bankruptcy Court will schedule a trial to determine the meaning of
the police and regulatory exception.

The case is captioned In re: OLD CARCO LLC (f/k/a CHRYSLER LLC), et
al., Chapter 11, Debtors. CASE NO. 09-50002 (SMB)(Bankr.
S.D.N.Y.).

A full-text copy of Judge Bernstein's Memorandum Decision and Order
dated October 8, 2015, is available at http://is.gd/KeF8Rafrom
Leagle.com.

Chrysler Group LLC (n/k/a FCA US LLC) is represented by Brian D.
Glueckstein, Esq. -- gluecksteinb@sullcrom.com -- SULLIVAN &
CROMWELL LLP, Mark U. Schneiderman, Esq. --
schneidermanm@sullcrom.com -- SULLIVAN & CROMWELL LLP, Mark S.
Geiger, Esq. -- geigerm@sullcrom.com -- SULLIVAN & CROMWELL LLP.

                     About Old Carco LLC

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

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

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

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


CIFC CORP: S&P Assigns 'BB-' Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
counterparty credit rating on CIFC Corp.  The outlook is stable. At
the same time, S&P assigned its 'BB-' issue rating on the company's
proposed senior unsecured notes, which it expects to be no more
than $75 million.  S&P has also assigned a recovery rating of '3'
to the proposed senior unsecured notes.  In the event of a default,
S&P expects meaningful recovery, slightly higher than the 50%-70%
typically associated with a '3' recovery rating.  The company will
use the proceeds of the debt issuance to partially fund risk
retention rule needs and general corporate purposes.

As of June 30, 2015, the company's AUM was $14 billion.  Of that
$14 billion, $12.5 billion was in CLO AUM.  The precrisis CLO AUM
(which is referred to as CLO 1.0) was $4.0 billion and postcrisis
CLO AUM (which is referred to as CLO 2.0) was $8.5 billion as of
June 30, 2015.  The overall AUM level increased slightly from $13.7
billion as of Dec. 31, 2014, and $12 billion as of Dec. 31, 2013.
S&P assess CIFC's business risk profile as "fair."

The risk retention rules taking effect in Dec. 2016 require CLO
managers to hold 5% of risk either through a vertical strip or the
equity tranche, directly or through a consolidated affiliate. These
rules have started to impact the CLO market because investors are
increasingly demanding that CLO managers disclose their strategy
for funding their risk retention obligation.

"CIFC sees this as an opportunity and expects a certain level of
consolidation within the industry," said Standard & Poor's credit
analyst Sebnem Caglayan.  CIFC plans to use its existing balance
sheet, operating cash flows, and potentially additional capital
raises to meet its risk retention needs.  The company was able to
raise three CLOs (non-risk retention compliant) in 2015 but thinks
that going forward it is more likely that the CLO issuances will
need to be risk retention compliant.

CIFC has a very good track record in the CLO business with very
good investment performance (especially in the CIFC CLO Fund
family).  That said, when the CLO market shut down in 2008-2011,
CIFC did not launch any new CLOs and organic growth was relatively
slow, though it increased AUM through various mergers and
acquisitions.  However, the company's new CLO issuance after 2012
has been robust and strongest in 2014.

The company had 30 different CLO structures as of June 30, 2015.
The CLOs in aggregate represent approximately 500 borrowers.
Although CIFC is diversified from an obligor standpoint, S&P views
it as a monoline CLO manager because the other funds within credit
that it has launched over the years--total return portfolio funds
or structured credit portfolios--are relatively small (about $884
million AUM) as of June 30, 2015.  The other funds invest, for the
most part, in the same obligors.

CIFC is adequately diversified by vintage, but the company did not
launch any new CLOs between 2008-2011 when the market shut down
(which is in line with the other CLO market participants).

"The other main factor driving our rating on CIFC is its financial
risk profile, which we view as "aggressive."  This is primarily due
to its considerable leverage.  We expect the company's weighted
debt to adjusted EBITDA (20% for historical results for 2014, 40%
for full-year projected results for 2015, and 40% for full-year
projected results for 2016) to be between 4.0x-5.0x (approximately
4.97x) and for its weighted adjusted EBITDA-to-interest coverage to
be approximately 5.0x.  We apply a 50% haircut to the five-year
average of net realized performance fees and net realized
investment income in the calculation of adjusted EBITDA.  In the
calculation of debt, we include an adjustment to reflect the
present value of operating leases and net surplus cash against
debt," S&P said.

Additionally, in S&P's projections it assumes growth of AUM by 7%
in 2015 and 7% in 2016, which it expects CIFC to achieve by issuing
approximately $2.0 billion of new CLO issuances on an annual basis
(which will be offset by the CLO 1.0 run-off) and growth in non-CLO
business.

The outlook on CIFC is stable.  It takes into account S&P's view
that CIFC will generate an adjusted EBITDA margin above 35%, debt
leverage between 4.0x-5.0x, and interest coverage at approximately
4.0x in the next 18-24 months.  The stable outlook also reflects
S&P's expectation that the company will continue to issue
approximately $2 billion of new risk-retention compliant CLOs and
continue to grow its non-CLO business substantially.  

S&P could raise the rating if the company operates at leverage
between 3.0x and 4.0x on a sustained basis while diversifying its
business away from CLOs and maintaining its competitive position
within the CLO market.  That said, S&P don't envision an upgrade
within the next 12 months.

S&P could lower the rating, alternatively, if the business profile
begins to deteriorate such that investment performance worsens, the
company experiences significant outflows, and the company loses its
current market position within the CLO market.  S&P could also
lower the ratings if the company operates at debt-to-adjusted
EBITDA above 5.0x on a sustained basis.



DORAL FINANCIAL: Credigy Buys Bad Loans
---------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that a distressed debt unit of the National Bank of Canada
is paying $4.5 million in cash to the bankrupt parent of Puerto
Rico's failed Doral Bank for a portfolio of troubled residential
loans and properties.

According to the report, citing a court document filed Oct. 26,
Credigy, the collection and consumer finance arm of the Canadian
bank, is buying the portfolio of 78 performing and non-performing
mortgage loans and 38 foreclosed properties located in Puerto
Rico.

                      About Doral Financial

Doral Financial Corporation is a holding company whose primary
operating asset was equity in Doral Bank.  DFC maintains offices
in New York City, Coral Gables, Florida and San Juan, Puerto Rico.
DFC has three wholly-owned subsidiaries: (i) Doral Properties,
Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and
(iii) Doral Recovery, Inc.

On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit  Insurance Corp. as receiver.  Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.

DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015.  The case is assigned to
Judge Shelley C. Chapman.

DFC estimated $50 million to $100 million in assets and $100
million to $500 million in debt as of the bankruptcy filing.

The Debtor tapped Ropes & Gray LLP as counsel.

The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Brian D. Pfeiffer, Esq., and Taejin Kim, Esq., at
Schulte Roth & Zabel LLP.


ENERGY FUTURE: Jackson Walker Files Rule 2019 Statement
-------------------------------------------------------
Jackson Walker LLP disclosed in a court filing that it represents
Holt Texas LTD and Milam County Appraisal District in the Chapter
11 cases of Energy Future Holdings Corp. and its affiliates.

Jackson Walker began representing Holt Texas on or about April 30,
2014.  Meanwhile, the firm began representing the other creditor
in connection with an ad valorem tax dispute with Energy Future.

The claims of both creditors exceed $500,000, according to the
filing.

Jackson Walker made the disclosure pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure.

The firm can be reached at:

     Jackson Walker LLP
     901 Main Street, Suite 6000
     Dallas, Texas 75202
     Phone: 214-953-6000
     Fax: 214-953-5822
     Email: mblacker@jw.com

                 About Energy Future Holding Corp.

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

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

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

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

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

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

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

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

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

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


FANNIE MAE & FREDDIE MAC: Fresh Attack on Profit Sweep in E.D. Ky.
------------------------------------------------------------------
Arnetia Joyce Robinson sued the Federal Housing Finance Agency and
the U.S. Treasury, challenging the legality of the government's
effective nationalization of and claim to 100% of Fannie Mae and
Freddie Mac's future earnings under what is known as the Third
Amendment Sweep.  The lawsuit says FHFA's duty as the GSEs'
conservator is to rehabilitate the companies, but the Net Worth
Sweep guarantees that this can never be accomplished.  This latest
lawsuit seeking to undo the Net Worth Sweep and restore to minority
shareholders the property rights the federal government has
unlawfully expropriated for itself is captioned Robinson v. FHFA,
Case No. 15-cv-00109 (E.D. Ky.).  Robert B. Craig at Taft
Stettinius & Hollister LLP represents the GSE
shareholder-plaintiff.  

An updated chart is available at no charge at:

     http://bankrupt.com/gselitigationsummary201510.pdf

to help organize information about the many lawsuits challenging
the Third Amendment and Net Worth Sweep, including the cases
challenging the sweep as a confiscation of private property for
public use by our government without just compensation in violation
of the Fifth Amendment to the U.S. Constitution before Judge
Sweeney in the U.S. Court of Federal Claims; the proceedings
pending before the U.S. Court of Appeals for the D.C. Circuit;
Saxton v. FHFA, Case No. 15-cv-00047 (N.D. Iowa); and Jacobs v.
FHFA, Case No. 15-cv-00708 (D. Del.).

Jurisdictional discovery continues in Fairholme v. U.S., Case No.
13-465 (Ct. Fed. Cl.), and (subject to further extensions),
jurisdictional discovery is currently scheduled to wrap up by Dec.
31, 2015.  Completion of jurisdictional discovery in Fairholme --
on whatever date it actually happens -- will unleash a flurry of
activity in Judge Sweeney's court including Fairholme filing its
response to the government's motion to dismiss its complaint and
other pre-trial filings by the government and other aggrieved
shareholders.

Briefing in the appellate proceedings before the D.C. Circuit has
been stayed pending resolution of a motion to supplement the record
based on newly discovered evidence the shareholders say Judge
Lamberth should have considered last year when he dismissed
lawsuits pending in the U.S. District Court for the District of
Columbia.

FHFA and Treasury have filed motions to dismiss the Saxton lawsuit
in Iowa.  The Saxton Plaintiffs have responded to those motions,
encouraging Chief Judge Reade to reject the "you can't ever sue us"
meaning the government ascribes to HERA's anti-injunction provision
and draw a clear distinction between (a) enabling a conservator to
make efficient decisions that affect the day-to-day operations of a
company, and (b) shielding a conservator that undertakes actions at
the behest of one dominant shareholder which explicitly undermine
the express purpose of any conservatorship and the interests of all
other shareholders.  FHFA and Treasury's replies are due by Nov.
23, 2015.  Fairholme has asked for permission to file an amicus
brief in Saxton and the government is resisting that request.  

In Jacobs v. FHFA, where shareholders tell Judge Sleet the terms of
the Net Worth Sweep are impermissible under Delaware General
Corporate Law, briefing on Treasury and FHFA's motions to dismiss
is scheduled to be completed by Feb. 16, 2016.  


HHH CHOICES: Taps Getzler Henrich as Financial Advisor
------------------------------------------------------
HHH Choices Health Plan LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Getzler
Henrich & Associates LLC as its financial advisor.

The firm will:

a) assist in the preparation of analyses of the Debtor's
transactions with other affiliated entities;

b) assist in the preparation and review of proposed business plans
and the review of the business and financial condition of the
Debtor generally;

c) assist in evaluating reorganization strategies and
alternatives;

d) review and critique of the Debtor's financial projections and
assumptions;

e) prepare enterprise, asset, and liquidation valuations;

f) assist in preparing documents necessary for confirmation;

g) provide advice and assistance to the Debtor in negotiations and
meetings with any Creditors' Committee and other
parties-in-interest;

h) assist with the claims resolution procedures, including, but not
limited to, analyses of creditors' claims by type and entity;

i) provide litigation consulting services and expert witness
testimony regarding confirmation issues, avoidance actions or other
matters, if necessary; and

j) provide other functions as requested by the Debtor or its
counsel to assist the Debtor in this Chapter 11 case.

The current applicable hourly rates for the financial advisory
services to be rendered by the firm are:

   Level                              Hourly Rates
   -----                              ------------
   Principal/Managing Director        $435-480
   Director/Specialist                $350-425
   Associate Professional             $150-345

The Debtor tells the Court that the firm revises its hourly rates
on January 1 of each year.  The Debtor says the firm requests that
the rates be revised to the hourly rates that are in effect at the
time the services are rendered.  

GH will also seek reimbursement for necessary expenses incurred,
which shall
include, but not be limited to, travel, photocopying, delivery
service, postage, vendor charges and other out-of-pocket expenses
incurred in providing professional services.

To the best of the Debtor's knowledge, the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.


HHH CHOICES: Wants Court to Set Nov. 30 as Claims Bar Date
----------------------------------------------------------
HHH Choices Health Plan LLC asks the U.S. Bankruptcy Court for the
Southern District of New YOrk to set Nov. 30, 2015, as deadline for
persons to file proofs of claim.

The Debtor proposes Dec. 21, 2015, as last day for all governmental
units their claims.

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.


HIGHWOODS PROPERTIES: Fitch to Withdraw Ratings in Late November
----------------------------------------------------------------
Fitch Ratings expects to withdraw its ratings for Highwoods
Properties, Inc. and its operating partnership Highwoods Realty,
L.P. (collectively, HIW) at the end of a 30-day period beginning
Oct. 26, 2015. Fitch will continue to maintain coverage of HIW
prior to withdrawal. This advance notice is provided for the
benefit of users in managing their use of Fitch's ratings.

Fitch has decided to discontinue the ratings in 30 days, which are
uncompensated.

Fitch currently rates HIW as follows:

Highwoods Properties, Inc.
-- IDR at 'BBB';
-- Preferred stock at 'BB+'.

Highwoods Realty Limited Partnership
-- IDR 'BBB';
-- Senior unsecured lines of credit 'BBB';
-- Senior unsecured term loans 'BBB';
-- Senior unsecured notes 'BBB'.



HIPCRICKET INC: Directed to Pay $807K to Investment Banker
----------------------------------------------------------
Canaccord Genuity Inc., as investment banker to Hipcricket, Inc.,
filed a Final Fee Application seeking compensation in the amount of
$805,000 in fees and $2,610 in expenses for the period of January
20, 2015, through May 14, 2015, for services rendered to the
Debtor.  The Distribution Trustee filed the Objection to the
Canaccord Fee Application.

Judge Laurie Selber Silverstein of the United States Bankruptcy
Court for the District of Delaware approved Canaccord's Final fee
Application and directed the Debtor to pay the firm 100% of the
fees and expenses allowed.

The case is captioned In re: Hipcricket, Inc., Chapter 11, Debtor.
CASE NO. 15-10104 (LSS)(Bankr. D. Del.).

A full-text copy of Judge Silverstein's Memorandum Order dated
September 29, 2015, is available at http://is.gd/w6CxAGfrom
Leagle.com.

Hipcricket, Inc., a Delaware Corporation, Debtor, represented by
Linda F. Cantor, Esq. -- lcantor@pszjlaw.com -- PACHULSKI STANG
ZIEHL & JONES LLP, Brian E Farnan, Esq. -- bfarnan@farnanlaw.com --
FARNAN LLP, John S. Kaplan, Esq. -- JKaplan@perkinscoie.com --
PERKINS COLE LLP, Peter J. Keane, Esq. -- pkeane@pszjlaw.com --
PACHULSKI STANG ZIEHL & JONES LLP, Ira D Kharasch, Esq. --
ikharasch@pszjlaw.com -- PACHULSKI STANG ZIEHL & JONES LLP, Alan J.
Kornfeld, Esq. -- akornfeld@pszjlaw.com -- PACHULSKI STANG ZIEHL &
JONES LLP, James E. O'Neill, Esq. -- joneill@pszjlaw.com --
PACHULSKI STANG ZIEHL & JONES LLP.

                   About Hipcricket Inc.

Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly
known as Augme Technologies, is a publicly held Delaware
corporation.  Hipcricket is in the business of providing
end-to-end, data-driven mobile advertising and marketing solutions
through its proprietary AD LIFE software-as-a service platform a
proprietary, mobile engagement platform for businesses to
communicate with customers through cellphones, tablets and other
mobile devices.  The Company had 77 full-time employees as of the
bankruptcy filing.

Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No.
15-10104) on Jan. 20, 2015, with a deal to sell its assets.

The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel,
Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as
special corporate counsel, and Omni Management Group, LLC, as
claims and noticing agent.

As of Jan. 20, 2015, the Company had total assets of $16.8 million
and liabilities of $12.06 million.

The Debtor filed plan of reorganization sponsored by ESW Capital,
LLC. The Debtor and ESW Capital negotiated a replacement
postpetition financing facility, providing up to $4.5 million in
financing, on substantially similar terms as the DIP Facility
provided by SITO Mobile.

The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors.  The Committee
retained Cooley LLP as lead counsel, Pepper Hamilton LLP as
Delaware counsel, and Getzler Henrich & Associates, LLC, as
financial advisor.


INTERACTIVE DATA: Moody's to Retain B3 CFR Over Pending Sale
------------------------------------------------------------
Moody's Investors Service said Interactive Data Holdings
Corporation's, f/k/a Igloo Holdings Corporation B3 Corporate Family
Rating, Caa2 rating on its 8.25% PIK Toggle Notes and stable
outlook, as well as subsidiary Interactive Data Corporation's B2
ratings on its bank credit facilities and Caa2 rating on its 5.875%
senior unsecured notes are not impacted by the announcement that
the company will be acquired by Intercontinental Exchange, Inc. for
approximately $5.2 billion, consisting of $3.65 billion in cash and
$1.55 billion in ICE common stock.

The principal methodology used in this rating was Global Business
and Consumer Service Industry published in December 2014.

Interactive Data Holdings Corporation, f/k/a Igloo Holdings
Corporation, headquartered in Bedford, Massachusetts, through its
wholly-owned principal operating subsidiary, Interactive Data
Corporation, is a leading provider of financial market data,
analytics and related solutions to financial institutions as well
as software and service providers.

Intercontinental Exchange, Inc., headquartered in Atlanta, GA, is a
global exchange/clearinghouse platform with a diversified revenue
mix, offering a broad suite of products to various types of
clients, including derivatives, cash trading, information services
and technology solutions, listings, and clearing.



JAQU DE LILI: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jaqu De Lili, Inc., a California Corporation
        13359 Chandler Blvd.
        Van Nuys, CA 91401

Case No.: 15-13562

Chapter 11 Petition Date: October 26, 2015

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Martin R. Barash

Debtor's Counsel: Stephen L Burton, Esq.
                  16133 Ventura Blvd 7th Fl
                  Encino, CA 91436
                  Tel: 818-501-5055
                  Fax: 818-501-5849
                  Email: steveburtonlaw@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Akop Terpogosyan, officer.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-13562.pdf


KEY ENERGY: Moody's Lowers CFR to Caa2, Outlook Remains Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Key Energy Services, Inc.'s
Corporate Family Rating to Caa2 from B3, Probability of Default
Rating (PDR) to Caa2-PD from B3-PD and senior unsecured notes
rating to Caa3 from Caa1.  The Speculative Grade Liquidity Rating
was changed to SGL-4 from SGL-3.  The rating outlook remains
negative.

"The downgrade reflects Key's elevated risk of a potential default
through 2017," said Sajjad Alam, Moody's AVP-Analyst.  "Key entered
this downturn with a much higher debt burden, and the severity and
protracted nature of this downturn along with the impending fines
and/or penalties related to the Foreign Corrupt Practices Act
(FCPA) violation, will challenge Key's liquidity and its ability to
maintain debt service through 2017.  Moody's expects low oil and
natural gas prices to keep upstream customer demand for oilfield
services at depressed levels limiting Key Energy's cash flow
generation and deleveraging in the near future."

Issuer: Key Energy Services, Inc.

Downgraded:

  Corporate Family Rating, Downgraded to Caa2 from B3
  Probability of Default Rating, Downgraded to Caa2-PD from B3-PD
  US$675 Million 6.75% Senior Unsecured Notes, Downgraded to Caa3
   (LGD5) from Caa1 (LGD5)

Changed:

  Speculative Grade Liquidity Rating, Changed to SGL-4 from SGL-3

Outlook Actions:

  Maintain Negative Outlook

RATINGS RATIONALE

The Caa2 Corporate Family Rating reflects Key Energy's very high
debt level relative to its earnings, exposure to the highly
cyclical drilling and oilfield services (OFS) industry which is in
the midst of a severe downturn, and its anticipated weak equipment
utilization, margins and cash flow trends through 2016.  The rating
is also constrained by the potential fines/penalties the company
have to pay in resolving the FCPA violation charges.  With leverage
over 12x at June 30, 2015 (after backing out FCPA expenses), the
company is poorly positioned to weather a prolonged downturn.  The
Caa2 CFR is supported by Key Energy's leading industry position in
the well servicing rig segment, diversified well-site service
offerings, long standing operating relationships with many highly
rated upstream customers and wider geographic reach compared to
smaller, regional oilfield services competitors. Key Energy's core
businesses are focused on maintenance and enhancement of production
from existing wells which tend to be less volatile than services
that are geared towards new well drilling and completion.  However,
because of the sharp decline in upstream demand in onshore North
America and the resulting surplus of OFS equipment, Key is facing
tremendous pricing pressure in all of its business segments.

Key's SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity.  Moody's expects the company to generate minimal EBITDA
through mid-2016 and produce significant negative free cash flow
after accounting for interest, capex and FCPA related payments.
Despite finishing the second quarter of 2015 with $220 million of
cash and $44 million in available borrowing capacity under its $100
million asset-based revolving facility (ABL), Key's liquidity will
continue to decline rapidly through 2016.  The company's former
revolving credit facility was replaced in June 2015 by a $315
million first lien term loan and a $100 million ABL credit
facility, which was undrawn as of June 30.  However, although the
credit facilities have no maintenance covenants, the company still
has to maintain minimum liquidity (defined as cash plus revolver
availability) of $100 million and a minimum asset coverage ratio
(net orderly liquidation value plus cash balance in excess of $100
million divided by term loan borrowings) of 1.5x.  As a result,
without a material turnaround in equipment utilization, operating
margins and cash flows, liquidity challenges could reemerge in
2016, especially if industry conditions remain subdued.

The structurally superior position of the senior secured ABL and
term loan credit facilities relative to the company's senior
unsecured notes causes the notes to be rated Caa3, one-notch below
the Caa2 CFR, under Moody's Loss Given Default Methodology.

The negative outlook reflects the uncertainty around final
resolution of the FCPA charges and the near term risks of further
deterioration in operating performance.  The outlook could change
to stable once FCPA issues have been fully settled and Key's
operating performance shows clear improving trends.  The rating
could be downgraded if the company is required to pay a significant
fine/penalty draining liquidity or does not have enough liquidity
to cover the next two coupon payments on its notes.  Any increase
in debt or a distressed debt exchange could also trigger a
downgrade.  Based on our view of weak industry conditions and
continued high leverage through 2016, Key's CFR is unlikely to be
upgraded next year.  Longer term, an upgrade could be considered if
Key's financial performance improves leading to a debt/EBITDA ratio
approaching 8x following closure of the FCPA charges.

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

Key Energy Services is a Houston, Texas based oilfield service
company with operations in most major operating basins in the
continental US as well as in Mexico, South America, the Middle
East, Russia, and Canada.



LE NGUYEN: Texas Appellate Court Suspends Appeal
------------------------------------------------
The Court of Appeals of Texas, Seventh District, Amarillo,
suspended the appeal styled LE NGUYEN, Appellant, v. ELENA LOPEZ,
INDIVIDUALLY AND AS OF REPRESENTATIVE OF AND ON BEHALF OF THE
ESTATE OF JEANETTE LOPEZ AND CARISTINA AND MIGUEL LERMA,
INDIVIDUALLY AND ON BEHALF OF BERNICE LERMA, A MINOR, AND ON BEHALF
OF ALL KNOWN HEIRS, Appellee, NO. 07-15-00128-CV (Tex. App.).

The Court of Appeals directed the parties to take action as is
appropriate to advise the clerk of the court of any change in the
status of appellant's bankruptcy proceeding which would affect the
status of this appeal, including but not limited to the filing of a
Motion to Reinstate.

A full-text copy of the memorandum opinion dated September 22,
2015, is available at http://is.gd/yMMpfxfrom Leagle.com.  


LEE STEEL: Creditors' Committee Granted Standing to Pursue Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation allowing Lee Steel Corp.'s official
committee of unsecured creditors to pursue claims and causes of
action in the name of the company.

The stipulation is part of a settlement agreement approved by the
court earlier this month, which resolved the committee's objection
to the validity of Huntington National Bank's liens and security
interests in properties owned by the company

The settlement agreement required Huntington, the company's
pre-bankruptcy lender, to pay $400,000 for the benefit of unsecured
creditors from the proceeds of the sale of the company's assets.

The amount will be a carve-out from the assets used by Lee Steel as
collateral for its pre-bankruptcy debts to the bank, according to
court filings.

In exchange, the committee will release Lee Steel and Huntington
from all causes of action.

A copy of the settlement agreement is available for free at
http://bankrupt.com/misc/LEESTEEL_Huntingtondeal.pdf

Proceeds from causes of action pursued by the unsecured creditors'
committee will first be used to pay the remaining allowed
post-petition administrative claims estimated at $750,000,
according to court filings.

Lee Steel's Chapter 11 plan of liquidation filed on Sept. 30
contemplates the establishment of a liquidating trust that will
include causes of action as assets of the trust to be pursued by
the committee.

                        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.


LIGHTSQUARED INC: Ch. 11 Plan's Injunction B Vacated
----------------------------------------------------
SP Special Opportunities, LLC, the largest unsecured lender of
LightSquared LP, filed a second appeal from the Bankruptcy Court's
order dated March 27, 2015, confirming the Debtors' Chapter 11
Modified Second Amended Joint Plan.  DISH Network Corporation and
EchoStar Corporation filed a "Joinder" Statement in Support of
Appeal of Appellant SPSO.  SPSO appealed the Bankruptcy Court's
inclusion of Injunction B in its Plan Confirmation Order.  SPSO
argued that Injunction B both inappropriately extends the
jurisdiction of the Bankruptcy Court post-confirmation, and is
framed too broadly and without sufficiently definite terms.

Judge Katherine B. Forrest of the United States District Court for
the Southern District of New York agreed with SPSO's proposition
and vacated Injunction B and remanded the case to the Bankruptcy
Court for reconsideration whether additional injunctive relief is
appropriate and, if so, the specific terms and precise duration of
such relief.

The case is captioned SP SPECIAL OPPORTUNITIES, LLC, Appellant, v.
LIGHTSQUARED INC., et al., Appellees. NO. 15-CV-2848
(KBF)(S.D.N.Y.), In re LIGHTSQUARED, INC., et al., Debtors.

A full-text copy of Judge Forrest's Opinion and Order dated October
7, 2015, is available at http://is.gd/F7GtRTfrom Leagle.com.

Appellees/Debtors are represented by Alan Joseph Stone, Esq. --
astone@milbank.com -- Andrew Michael Leblanc, Esq. --
aleblanc@milbank.com -- MILBANK, TWEED, HADLEY & MCCLOY LLP,
Matthew Scott Barr, Esq. -- mbarr@milbank.com -- MILBANK, TWEED,
HADLEY & MCCLOY LLP, Michael Lane Hirschfeld, Esq. --
mhirschfeld@milbank.com -- MILBANK, TWEED, HADLEY & MCCLOY LLP,
Adam L. Shiff, Esq. -- ashiff@kasowitz.com -- KASOWITZ, BENSON,
TORRES & FREIDMAN L.L.P. & David M. Friedman, Esq. --
dfriedman@kasowitz.com -- KASOWITZ, BENSON, TORRES & FRIEDMAN
L.L.P.

SP Special Opportunities, LLC, Appellant, represented by:

         James C. Dugan, Esq.
         WILLKIE FARR & GALLAGHER LLP
         787 Seventh Avenue
         New York, NY 10019-6099 US
         Phone: 212 728 8000
         Fax: 212 728 8111
         Email: jdugan@willkie.com

                  About LightSquared Inc.

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

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

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

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

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

                          *     *     *

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


LONG BEACH OXFORD: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Long Beach Oxford Services, Inc.
           dba Oxford Services
        280 Atlantic Ave
        Long Beach, CA 90802

Case No.: 15-26374

Chapter 11 Petition Date: October 26, 2015

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

Judge: Hon. Richard M Neiter

Debtor's Counsel: Jeffrey B Smith, Esq.
                  CURD, GALINDO & SMITH, LLP
                  301 E Ocean Blvd Ste 1700
                  Long Beach, CA 90802
                  Tel: 562-624-1177
                  Fax: 562-624-1178
                  Email: jsmith@cgsattys.com

Total Assets: $155,351

Total Liabilities: $1.20 million

The petition was signed by Robert Sobel, president.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-26374.pdf


MILAGRO HOLDINGS: Court Okays Duff & Phelps as Financial Advisor
----------------------------------------------------------------
Milagro Holdings, LLC and its debtor-affiliates sought and obtained
permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware to employ Duff & Phelps Securities,
LLC as financial advisor and investment banker to the Debtors,
effective July 15, 2015 petition date.

The Debtors require Duff & Phelps to:

   (a) review and analyze the financial and operating statements
       of the Debtors;

   (b) develop tactics and strategies for negotiation with the
       Debtors' stakeholders, including holders of the existing
       debt obligations and other liabilities;

   (c) render financial advice and participate in meetings or
       negotiations with the Debtors' stakeholders in connection
       with any Restructuring Transaction;

   (d) assist the Debtors in evaluation, structuring and
       negotiating the terms and conditions of any Restructuring
       Transaction; and

   (e) provide the Debtors with other appropriate restructuring
       advice.

Duff & Phelps will be paid the following fee structure:

   -- Transaction Fee: Concurrently with the closing of a
      Restructuring Transaction, Duff & Phelps shall earn, and the

      Debtors shall pay to Duff & Phelps, a cash fee of $150,000.

   -- Hourly Advisory Fees: The Debtors shall pay Duff & Phelps
      hourly fees charged at its standard rates as set forth
      below:

      Managing Directors               $1,030
      Directors                        $930
      Vice Presidents                  $740
      Associates                       $560
      Analysts                         $390
      Admin                            $160

Duff & Phelps will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the commencement of the Chapter 11 Cases, the Debtors paid
Duff & Phelps fees of $2,000,000 for services rendered under the
terms of the Engagement Agreement and $26,027.93 for out-of-pocket
expenses related thereto.

Brian Cullen, managing director of Duff & Phelps, 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.

Duff & Phelps can be reached at:

       Brian Cullen
       DUFF & PHELPS SECURITIES, LLC
       10100 Santa Monica Blvd., Suite 1100
       Los Angeles, CA 90067
       Tel: (424) 249-1650

                        About Milagro Oil

Based in Houston, Texas, Milagro Oil & Gas, Inc. is independent oil
and gas companies primarily engaged in the acquisition,
exploration, exploitation, development, production and sale of oil
and natural gas reserves.  Milagro's historic geographic focus has
been along the onshore Gulf Coast area, primarily in Texas,
Louisiana and Mississippi. Milagro has 1,200 wells in South Texas,
along the Gulf Coast and in Louisiana.

As of March 31, 2015, the book value of Milagro's total assets and
liabilities was approximately $390 million and $468 million,
respectively.  Milagro generated revenues of $153.1 million and
$23.5 million during the fiscal year ended Dec. 31, 2014 and the
three month period ended March 31, 2015, respectively.

On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings,
LLC, and four affiliated entities each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The cases are pending before the Honorable Kevin Gross and are
jointly administered under In re Milagro Holdings, Case No.
15-11520.

The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii)
Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii)
Zolfo Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk
LLC as claims and noticing agent.

Noteholders that are parties to the RSA have tapped (i) Akin Gump
Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards,
Layton & Finger, P.A., as Delaware legal counsel, and (iii)
Blackstone Advisory Partners L.P., as financial advisor.


MOUNTAIN TOP ENTERPRISES: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Mountain Top Enterprises, LLC  
           d/b/a Saratoga Roofing & Construction
        209 N.W. 132nd Street
        Oklahoma City, OK 73114

Case No.: 15-34282

Chapter 11 Petition Date: October 26, 2015

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

Debtor's Counsel: Keith Miles Aurzada, Esq.
                  BRYAN CAVE LLP
                  2200 Ross Avenue, Suite 3300
                  Dallas, TX 75201
                  Tel: (214) 721-8041
                  Fax: (214) 721-8100
                  Email: keith.aurzada@bryancave.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Sam Heigle, chief restructuring
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb15-34282.pdf


NUMIRA BIOSCIENCES: PE Firm Exempt from Ex-Worker's WLAD Suit
-------------------------------------------------------------
Chief Judge Marsha J. Pechman of the United States District Court
for the Western District of Washington, Seattle, granted Signal
Peak Ventures, LLC's Motion for Summary Judgement.

Jean Mobilia brought suit against Signal Peak Ventures, LLC, for
employment discrimination on the basis of sex under the Washington
Law Against Discrimination.  The Plaintiff was hired by
now-bankrupt Numira Biosciences, Inc., in March 2012.  Until she
was laid off in January 2013, the Plaintiff served as Senior
Director, New Business Opportunities & External Communications.

Signal Peak is a private equity and venture capital firm based in
Salt Lake City, Utah, and was one of Numira's largest investors.
Signal Peak provided Numira with a number of loans from 2007 to
2013 in an effort to help Numira achieve sustainability, with the
ultimate goal of reaching profitability.  Despite the investments,
Numira struggled to balance its budget, and never achieved
profitability.  In January 2013, Numira's Board of Directors
terminated company founder and Chief Executive Officer Mike
Beeuwsaert's employment, allegedly due to, among others, his
mismanagement of funds, his lack of transparency, and his inability
to sustain profitability margins.

Numira attempted to restructure its operations so as to move toward
profitability.  Numira instituted reductions in force that included
the Plaintiff.  On July 2013, Numira filed for Chapter 11
bankruptcy protection.  Numira was eventually dissolved by the
Bankruptcy Court.

Arguing that Signal Peak is exempt from suit under the WLAD, that
Signal Peak was not the Plaintiff's employer, and that neither
Signal Peak, nor Numira discriminated against Plaintiff, the
Defendant moved for summary judgment on all of the Plaintiff's
claims.

The case is captioned JEAN MOBILIA, Plaintiff, v. SIGNAL PEAK
VENTURES, LLC, Defendant, Case No. C13-936 MJP.

A full-text copy of Judge Pechman's Order dated September 24, 2015,
is available at http://is.gd/hqcqSbfrom Leagle.com.

Jean Mobilia, Plaintiff, represented by:

         Mitchell Alan Riese, Esq.
         CLINE & CASILLAS
         520 Pike Street Tower, Suite 1125
         Seattle, WA 98101
         Phone: (206) 838-8770
         Fax: (206) 838-8775
         Email: mriese@clinelawfirm.com

Signal Peak Ventures, LLC, Defendant, represented by Stefanie
Baldwin, Esq. -- stefaniebaldwin@dwt.com -- DAVIS WRIGHT TREMAINE,
Katharine M. Tylee, Esq. -- katetylee@dwt.com -- DAVIS WRIGHT
TREMAINE & Kathryn S Rosen, Esq. -- katierosen@dwt.com -- DAVIS
WRIGHT TREMAINE.

Numira Biosciences Inc., fka Visual Influence, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on July 6, 2013
(Bankr. D. Utah, Case No. 13-27663).  The Debtor's counsel is
Matthew M. Boley, Esq., at Parsons Kinghorn Harris, in Salt Lake
City, Utah.  The petition was signed by Harold Widlansky, executive
vice president.


NYDJ APPAREL: S&P Raises CCR to 'CCC+' Following Review
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Vernon, Calif.-based NYDJ Apparel LLC to 'CCC+' from
'SD'.

At the same time, S&P lowered its issue-level ratings on the
company's $12.5 million revolver and $150 million first-lien term
loan to 'CCC+' to equalize the debt ratings with the corporate
credit rating.  S&P is maintaining the '3' recovery rating on these
facilities, reflecting its belief that lenders could expect
meaningful recovery (at the lower end of the 50%-70% range) in the
event of a payment default.

"The rating action follows our review of NYDJ's capital structure
and its liquidity position after the company's distressed exchange
of its $50 million second-lien notes," said Standard & Poor's
credit analyst Mariola Borysiak.

Standard & Poor's ratings on NYDJ reflect S&P's belief that credit
protection measures will remain very weak given its expectation
that operations performance will not materially strengthen in the
upcoming quarters given consumers' shift in taste towards
"athleisure" clothing (comfortable casual wear) from denim.  S&P
projects the debt-to-EBITDA ratio will increase to about 8x at 2015
fiscal year-end from 7.5x one year ago, and the funds from
operations (FFO)-to-total debt ratio will remain relatively flat at
only 5% for the corresponding periods.  Thereafter, S&P forecasts
credit metrics will modestly strengthen through a combination of
EBITDA growth and debt paydown.  

The outlook is negative, reflecting S&P's view that fashion risk
and the highly competitive retail environment could make it
difficult for the company to materially improve operating
performance and to comply with covenants in its loan agreements,
which step down in the second quarter of 2016.

S&P could lower the ratings if it believes that NYDJ's free
operating cash flow turns negative or if S&P expects the company
could breach its financial covenants.  Given S&P's expectation for
neutral to slightly positive free operating cash flows and
continued very narrow cushion to financial covenants, a modest
shortfall from S&P's expected performance could lead to a
downgrade.

Any positive rating action would be predicated on S&P's belief that
cushion to the financial covenants will improve to over 10% and
debt leverage fall below 7x.  Because S&P don't anticipate any
meaningful debt reduction, EBITDA (as defined by credit agreement)
would have to improve over 15% from the second quarter 2015 level
for the company to have over 10% cushion to its financial covenants
when they become more restrictive at June 2016.  If the company is
able to achieve this, S&P would revise the outlook to stable.



ORBIT AIRCRAFT: Fitch to Assign 'BBsf' Rating on Class C-1 Notes
----------------------------------------------------------------
Fitch Ratings expects to assign the following ratings to Orbit
Aircraft Leasing Ltd. (Orbit) as follows:

-- $561,355,000 class A-1 notes 'A-sf'; Outlook Stable;
-- $85,054,000 class B-1 notes 'BBBsf'; Outlook Stable;
-- $25,516,000 class C-1 notes 'BBsf'; Outlook Stable.

KEY RATING DRIVERS

Strong Portfolio Quality: A majority of the pool comprises young
tier 1 aircraft with generally long expected remaining useful
lives. The rest of the aircraft are already tier 2, or will be in
the near term. The weighted average age of 7.2 years is slightly
higher than other recent transactions rated by Fitch Ratings.

Technological Risk: Despite their current popularity, the pool is
predominantly composed of aircraft that face replacement programs
in the latter half of this decade. Fitch expects the large operator
bases and long lead time to replace these assets will partially
mitigate this risk.

Weak Lessees Credits: Many of the leases in the pool are extended
to unrated or speculative-grade lessees. Fitch assumed unrated
lessees would perform consistent with a 'B' Issuer Default Rating
(IDR) to reflect increased default risk. The ratings were assumed
to be one notch to one category lower during assumed recessionary
periods. This risk is partially mitigated by the strong lessee
diversification in this pool.

Cyclicality of Aviation Industry: Commercial aviation has
historically been subject to significant cyclicality stemming from
macroeconomic downturns. These periods are typically marked by
reduced asset utilization, values, and lease rates. Fitch's
analysis assumes multiple periods of significant volatility in
asset values and lease rates over the life of the transaction.

Sufficient Credit Enhancement/Structural Features: Credit
enhancement (CE) is primarily composed of overcollateralization
(OC) and a liquidity facility. The transaction also benefits from
DSCR and utilization rate performance triggers, which could
accelerate amortization. Fitch created multiple cash flow scenarios
to evaluate the structure, as detailed in this report.

Heavy Servicer Reliance: Orbit will depend on SMBC AC's ability to
collect lease payments and maintenance reserves, remarket and
potentially repossess the aircraft following lessee default, and
procure maintenance, among other functions. All of these are
crucial to the assets' values and transaction performance. Fitch
believes SMBC AC ('BBB'), a leading aircraft lessor, to be capable
of performing these functions on behalf of Orbit.

RATING SENSITIVITIES

Due to the correlation between global economic conditions and the
airline industry, the ratings may be impacted by the strength of
global macro-economic factors over the remaining term of the
transaction. As such, in its review of Orbit, Fitch evaluated
several scenarios that simulated various timing and severity of
future recessions that would affect the transaction through reduced
aircraft values, lease rates and utilization levels.

Changes in the airline industry can have a significant impact on
the ratings of these transactions. If the timing of or degree of
technological advancement in the commercial aviation space differs
materially from Fitch's expectations, Orbit's performance could be
affected. Similarly, factors influencing the supply of and demand
for the certain aircraft types present in the Orbit pool could
affect Fitch's view of the transaction's ability to avoid a default
on the notes and, thus, could result in negative rating actions. In
a review of sensitivities designed to represent significant drops
in aircraft demand and shorter asset useful lives owing to these
factors, the notes showed little rating sensitivity, retaining
investment-grade ratings in all cases.

Fitch's stress and rating sensitivity analysis are discussed in the
presale report titled 'Orbit Aircraft Leasing Ltd.', dated Oct. 23,
2015, which is available on Fitch's web site, or by clicking on the
link.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.


PEP BOYS: Moody's Puts 'B1' CFR on Review for Upgrade
-----------------------------------------------------
Moody's Investors Service placed all ratings of The Pep Boys -
Manny, Moe, & Jack, which includes the B1 Corporate Family Rating,
on review for upgrade due to its proposed acquisition by
Bridgestone.

"T[he] review action is due to Pep Boys' announcement this morning
that it was being acquired by Bridgestone Retail Operations, LLC
(Ultimate Parent is A2-rated Bridgestone Corporation) for $15.00
per share, or an equity value of around $835 million," stated
Moody's Vice President Charlie O'Shea.  "In the event this
transaction closes largely along the lines outlined by the
companies earlier today, an upgrade of several notches is likely,"
continued O'Shea.  "Our review will also consider the extent to
which Bridgestone and its affiliates provides a guarantee or other
form of parental support should Pep Boys' existing debt remain
outstanding after the transaction is completed."

On Review for Upgrade:

Issuer: Pep Boys -- Manny, Moe & Jack (The)

  Probability of Default Rating, Placed on Review for Upgrade,
   currently B1-PD

  Corporate Family Rating (Local Currency), Placed on Review for
   Upgrade, currently B1

  Senior Secured Bank Credit Facility (Local Currency) Oct 11,
   2018, Placed on Review for Upgrade, currently Ba2

Outlook Actions:

Issuer: Pep Boys -- Manny, Moe & Jack (The)

  Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Pep Boys B1 Corporate Family Rating reflects increased stability in
overall operating performance, which effectively improves credit
metrics given its low level of funded debt.  Moody's expects Pep
Boys to maintain lease adjusted debt to EBITDA around 4.0 times,
and EBITA to interest expense above 1.0 time.  The rating also
considers Pep Boys challenged competitive position, where it
significantly lags its rated peer group consisting of AutoZone,
Inc. (Baa1, Stable), O'Reilly Automotive Inc (Baa2, Stable), and
Advance Auto Parts, Inc. (Baa2, Stable) from an operating
performance perspective, as evidenced by its much weaker margins.
Pep Boys continues to benefit from the positive industry
fundamentals of the automotive parts and repair segment, which we
believe will remain one of the top performing sectors in retail for
the next 12-18 months.  The challenge for Pep Boys going forward
will be its ability to continue generating additional traction on
the revenue side, particularly in its service component, which when
combined with lower interest costs, will help the company
strengthen its weak interest coverage.  Ratings could be upgraded
if operating performance continues to improve, which would
demonstrate that management's strategy was generating continued
traction as evidenced by improved levels of EBITDA, and if
financial policy remains conservative.  Quantitatively, if
debt/EBITDA is sustained below 4.25 times or if RCF/net debt is
sustained above 20%, and EBITA/interest expense is sustained above
2 times, ratings could be upgraded.  Ratings could be downgraded in
the event operating performance deteriorates, which could indicate
that management's strategy was losing traction, or if financial
policy were to become aggressive.  Quantitatively, ratings could be
downgraded if debt/EBITDA increased above 5 times or RCF/net debt
dropped below 12% or EBITA/interest remained around 1.5 times for a
sustained period.  Stagnating or falling sales and/or margins,
which could indicate that the company's strategic execution was
faltering, could lead to negative rating pressure.

Headquartered in Philadelphia, Pennsylvania, Pep Boys - Manny Moe &
Jack is an automotive parts and service retailer, operating just
over 800 stores in 35 states and Puerto Rico.  Annual revenues are
approximately $2.1 billion.

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



PEP BOYS: S&P Puts 'B' CCR on CreditWatch Positive
--------------------------------------------------
Standard & Poor's Ratings Services said that it placed all of its
ratings on Philadelphia-based Pep Boys - Manny, Moe & Jack,
including the 'B' corporate credit rating, on CreditWatch with
positive implications.

Pep Boys and Japanese tire manufacturer, Bridgestone have entered
into a definitive merger agreement, under which operating
subsidiary Bridgestone Retail Operations LLC will acquire Pep Boys
in an all-cash transaction for $15 per share, or approximately $835
million in equity value.

"The CreditWatch placement reflects our expectation that Pep Boys'
debt will likely be redeemed with the close of the transaction,
given Bridgestone's size and financial wherewithal," said Standard
& Poor's credit analyst Samantha Stone.

Through its Bridgestone retail operations business, Bridgestone
operates about 2,200 auto care and tire stores in the U.S., and the
acquisition of Pep Boys' over 800 locations could increase its
market share in tires and services.  S&P is uncertain of
Bridgestone's long-term plans for Pep Boy’s retail operations.

S&P will resolve the CreditWatch placement on Pep Boys at the close
of its acquisition by Bridgestone, pending additional information
on the debt at Pep Boys, and S&P's view of the company in the
combined entity.



PUTNAM ENERGY: Cash Collateral Hearing Continued to Nov. 12
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will continue the hearing on Putnam Energy L.L.C.'s use of cash
collateral on Nov. 12, 2015, at 11:00 a.m.

As reported in the TCR on May 13, 2015, Bridgeview Bank Group has a
judgment against Putnam Energy in the sum of $1,763,622 as of April
16, 2014, which accrues interest at the statutory rate of 9% per
annum plus attorneys' fees and costs.  

Bridgeview Bank Group asserts a security interest in all of the
property of Putnam Energy's estate.  As adequate protection from
any diminution in value of the lender's collateral, the company
granted the lender replacement liens and a superpriority claim.

                        About Putnam Energy

Putnam Energy, L.L.C., a company with power plant and pipeline
assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-08733) on March 11, 2015, in Chicago, Illinois, after it failed
to reach a forbearance agreement with its lender.

The Debtor disclosed $10,394,596 in assets and $2,283,218 in
liabilities as of the Chapter 11 filing.

The case is assigned to Judge Carol A. Doyle.  Terrence O'Malley,
manager and CEO, signed the petition.  The Debtor is represented by
Douglas S Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney,
LLC, in New Orleans, as counsel.


RAAM GLOBAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                      Case No.
        ------                                      --------
        RAAM Global Energy Company                  15-35615
        1537 Bull Lea Road, Suite 200
        Lexington, KY 40511
  
        Century Exploration Houston, LLC            15-35614
        10210 Grogans Mill Road, Suite 300
        The Woodlands, TX 77380

        Century Exploration Resources, LLC          15-35616

        Century Exploration New Orleans, LLC        15-35617

Type of Business: Oil and natural gas exploration and production
                  company

Chapter 11 Petition Date: October 26, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

Debtor's Counsel: Harry A. Perrin, Esq.
                  John E. West, Esq.
                  Reese A. O'Connor, Esq.
                  VINSON & ELKINS LLP
                  Reese A. O'Connor, SBT # 24092910
                  First City Tower
                  1001 Fannin Street, Suite 2500
                  Houston, TX 77002-6760
                  Tel: 713.758.2222
                  Fax: 713.758.2346
                  Email: hperrin@velaw.com
                         jwest@velaw.com
                         roconnor@velaw.com

                      - and -

                  William L. Wallander, Esq.
                  Bradley R. Foxman, Esq.
                  VINSON & ELKINS LLP
                  Trammell Crow Center
                  2001 Ross Avenue, Suite 3700
                  Dallas, Texas 75201
                  Tel: 214.220.7700
                  Fax: 214.999.7787
                  Email: bwallander@velaw.com
                         bfoxman@velaw.com

                             Estimated       Estimated
                                   Assets        Liabilities
                                ------------    -------------
RAAM Global Energy Company        $1MM-$10MM    $100MM-$500MM
Century Exploration Houston     $50MM-$100MM    $100MM-$500MM

The petitions were signed by James R. Latimer, chief restructuring
officer.

The Debtors did not include a list of their largest unsecured
creditors when they filed the petitions.


SAINT MICHAEL'S MEDICAL: Interim Cash Use Orders Entered
--------------------------------------------------------
U.S. Bankruptcy Judge Vincent F. Papalia has entered interim orders
authorizing Saint Michael's Medical Center, Inc., to access DIP
financing and use cash collateral pending a final hearing on the
Debtors' motion.

The Court on Aug. 11, Sept. 15 and Oct. 6 entered interim cash
collateral orders.  The third interim cash collateral order
provided that the Debtors are authorized to use the cash collateral
of The Bank of New York Mellon in accordance with the budget up to
an aggregate amount of $32,025,506 through and including Oct. 18,
for the maintenance and preservation of the Debtors' assets, and
the continued operation of their business.  BONY will receive
postpetition adequate protection and/or replacement liens in an
amount equal to any diminution in value suffered by BONY.

In addition, on Aug. 11, the Court entered an interim order
authorizing the Debtors to obtain postpetition financing. The
Debtors, the DIP Lender and the Official Committee of Unsecured
Creditors twice agreed to amend, restate and replace and supersede
the Initial Interim DIP Order.

In an agreed order amending the First Amended and Restated
Consented to Interim DIP Financing Order signed by the Bankruptcy
Judge on Sept. 30, 2015, the Debtors will have access to
postpetition financing from Trinity Health Corporation as provided
in the Amended DIP Term Sheet:

  -- Revolving Loan Facility: Up to $15 Million.

  -- Initial availability: $5 million upon entry of an interim
financing order.

  -- Interest rate: 6 percent per annum, with the interest rising
to 8 percent per annum upon an event of default.

  -- Due Date: The DIP Facility will have a maturity date of April
1, 2016.

  -- Allowed Lender Claim: The Debtors will stipulate and agree to
an allowed general unsecured claim in favor of the DIP Lender in an
amount equal to $135,000,000, free from any offset, counterclaim or
defense.  Any official committee of unsecured creditor may file an
objection to the claim on or before the later of: 75 days after the
entry of the Initial Interim DIP Order, and (ii) in the case of any
Committee, Oct. 30, 2015.

                About Saint Michael's Medical Center

Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired from Cathedral Healthcare System Inc., a New Jersey
nonprofit.

SMMC is a second tier subsidiary of Trinity Health Corporation.
The immediate sole corporate member of SMMC is Maxis Health
System, a Pennsylvania not-for-profit corporation.

Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.

On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each
filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey.  The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be
jointly
administered under Case No. 15-24999.

The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.

SMMC estimated $100 million to $500 million in assets and debt.

United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.

U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors.


SAMSON RESOURCES: Claims Bar Date Set for November 20
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Nov. 20,
2015, at 5:00 p.m. (prevailing Eastern Time) as deadline for
persons to file proofs of claim, including request for payments
under 11 U.S.C. section 505(B)(9), against Samson Resources
Corporation and its debtor-affiliates.

The Court set March 14, 2016, at 5:00 p.m. (prevailing Eastern
Time) as the last day for all governmental units to file claims
against the Debtors.

Each proof of claim must be filed by U.S. mail or other hand
delivery system at:

a) if sent via first class mail:

   Samson Resources Corporation
   c/o Garden City Group
   PO Box 10238
   Dublin, OH 43017-5738
   
b) if sent via hand delivery or overnight mail:

   Samson Resources Corporation
   c/o Garden City Group
   5151 Blazer Parkway, Suite A
   Dublin, OH 43017

                      About Samson Resources

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer.  The Debtors estimated assets and
liabilities of more than $1 billion.

Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker.  Garden City Group, LLC serves as claims and noticing agent
to the Debtors.

Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.


SAN BERNARDINO: Disclosure Statement Hearing Continued to Dec. 23
-----------------------------------------------------------------
The hearing on the disclosure statement with respect to the Plan
for the Adjustment of Debts of the City of San Bernardino,
California, has been continued to Dec. 23, 2015, at 1:30 p.m.

According to the courtroom minutes from the Oct. 8 hearing, the
Debtor is filing an amended disclosure statement by Nov. 25.
Objections are due Dec. 16.  Responses to the objections are due
Dec. 21.

The City previously said that it will file an amended Plan and
amended Disclosure Statement within 3 to 4 weeks after the Oct. 8
hearing to address objections filed to the Disclosure Statement.

                      The Chapter 11 Plan

As reported in the TCR, the City of San Bernardino has filed a Plan
for the Adjustment of Debts that involves the adjustment of claims
against the City of over $150 million, which includes $50 million
of unsecured bonds.

The city's plan, filed on May 14, 2015, provides for some
impairment of the City's secured bonds, and for more substantial
impairment of unsecured claims.  With respect to the City's
secured
bondholders, the Plan provides for a payment of secured
obligations
over time.  With respect to unsecured claims: holders of $50
million of unsecured bond claims will receive payments over time
of
$640,000 plus interest; and holders of general unsecured claims,
in
the aggregate amount of between $40 million to $50 million in
claims, will receive a pro rata share of $500,000 on or shortly
after the Effective Date, for a 1% recovery.

The Plan proposes full payments into the pension fund run by
California Public Employees' Retirement System, also known as
Calpers, which distributes that money to thousands of retired city
workers.

A copy of the Disclosure Statement filed May 29, 2015, is
available
for free at:

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

The Debtor's attorneys can be reached at:

         Paul R. Glassman, Esq.
         Fred Neufeld, Esq.
         STRADLING YOCCA CARLSON & RAUTH, P.C.
         100 Wilshire Blvd., 4th Floor
         Santa Monica, CA 90401
         Telephone: (424) 214-7000
         Facsimile: (424) 214-7010
         E-mail: pglassman@sycr.com
                 fneufeld@sycr.com

         Gary D. Saenz, Esq.
         OFFICE OF THE CITY ATTORNEY
         300 N. "D" STREET, Sixth Floor
         San Bernardino, CA 92418
         Telephone: (909) 384-5355
         Facsimile: (909) 384-5238
         E-mail: saenz_ga@sbcity.org

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debt of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.


SAN BERNARDINO: Insurer Says Deal Near on Plan Treatment
--------------------------------------------------------
National Public Finance Guarantee Corporation has submitted a
"reservation of rights" to the disclosure statement with respect to
the Plan for the Adjustment of Debts of the City of San Bernardino,
California.

National is the insurer of the $16,320,000 San Bernardino Joint
Powers Financing Authority Lease Revenue Refunding Bonds (City Hall
Project) Series 1996, issued pursuant to that certain Trust
Indenture, dated as of Dec. 1, 1996, between the San Bernardino
Joint Powers Financing Authority (the "Authority") and First Trust
of California, National Association (the "1996 Refunding Bonds")
and the $15,480,000 Refunding Certificates of Participation (Police
Station, South Valle, and 201 North E Street Projects), issued
pursuant to that certain Trust Agreement, dated as of Sept. 1,
1999, among the Authority, the City of San Bernardino (the "City"),
and U.S. Bank National Association (the "1999 Refunding
Certificates of Participation") pursuant to the terms of certain
insurance policies issued by MBIA Insurance Corporation ("MBIA").
MBIA has assigned to National all of its rights and obligations
under such insurance policies.  

As noted in the Debtor's Disclosure Statement with Respect to the
Plan for the Adjustment of Debts of the City of San Bernardino,
California (D.I. 1504) (the "Proposed Disclosure Statement"), filed
on May 29, 2015, National and the City have been involved in
discussions regarding the treatment of the 1996 Refunding Bonds and
1999 Refunding Certificates of Participation under a plan of
arrangement for the City.

Although National and the City are in substantial agreement about
the general terms of such treatment, such treatment remains subject
to the negotiation of definitive documentation and certain terms
and conditions.  The City, National, and U.S. Bank National
Association, as the indenture trustee for each of the 1996
Refunding Bonds and 1999 Refunding Certificates of Participation,
have been working diligently with the City to make revisions to the
Plan for the Adjustment of Debts of the City of San Bernardino,
California (May 29, 2015) (D.I. 1503) (the "Plan") and Proposed
Disclosure Statement, and National expects that the next revised,
filed version of the Proposed Plan and the Proposed Disclosure
Statement will reflect such changes.

National continues to support the City's restructuring efforts. The
City has extended National's time to respond to the Proposed
Disclosure Statement, and National files this solely to reserve its
rights with respect to the treatment of the 1996 Refunding Bonds
and 1999 Refunding Certificates of Participation set forth in the
Plan and the description of such treatment and the transactions
underlying the 1996 Refunding Bonds and 1999 Refunding Certificates
of Participation set forth in any subsequently amended plan or
revised Proposed Disclosure Statement with respect to such plan.

National Public Finance is represented by:

         PACHULSKI, STANG, ZIEHL & JONES LLP
         Shirley S. Cho, Esq.
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067
         Telephone: (310) 277-6910
         Facsimile: (310) 201-0760
         E-mail: scho@pszjlaw.com

                - and -

         WEIL, GOTSHAL & MANGES LLP
         Debra A. Dandeneau
         767 Fifth Avenue
         New York, NY 10153
         Telephone: (212) 310-8000
         Facsimile: (212) 310-8007
         E-mail: debra.dandeneau@weil.com

                      The Chapter 11 Plan

As reported in the TCR, the City of San Bernardino has filed a Plan
for the Adjustment of Debts that involves the adjustment of claims
against the City of over $150 million, which includes $50 million
of unsecured bonds.

The city's plan, filed on May 14, 2015, provides for some
impairment of the City's secured bonds, and for more substantial
impairment of unsecured claims.  With respect to the City's
secured
bondholders, the Plan provides for a payment of secured
obligations
over time.  With respect to unsecured claims: holders of $50
million of unsecured bond claims will receive payments over time
of
$640,000 plus interest; and holders of general unsecured claims,
in
the aggregate amount of between $40 million to $50 million in
claims, will receive a pro rata share of $500,000 on or shortly
after the Effective Date, for a 1% recovery.

The Plan proposes full payments into the pension fund run by
California Public Employees' Retirement System, also known as
Calpers, which distributes that money to thousands of retired city
workers.

A copy of the Disclosure Statement filed May 29, 2015, is
available
for free at:

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

The Debtor's attorneys can be reached at:

         Paul R. Glassman, Esq.
         Fred Neufeld, Esq.
         STRADLING YOCCA CARLSON & RAUTH, P.C.
         100 Wilshire Blvd., 4th Floor
         Santa Monica, CA 90401
         Telephone: (424) 214-7000
         Facsimile: (424) 214-7010
         E-mail: pglassman@sycr.com
                 fneufeld@sycr.com

         Gary D. Saenz, Esq.
         OFFICE OF THE CITY ATTORNEY
         300 N. "D" STREET, Sixth Floor
         San Bernardino, CA 92418
         Telephone: (909) 384-5355
         Facsimile: (909) 384-5238
         E-mail: saenz_ga@sbcity.org

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debt of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.


SAN BERNARDINO: Tort Claimant Opposes Injunction in Plan
--------------------------------------------------------
Melissa Kelly, in its objection to the disclosure statement with
respect to the Plan for the Adjustment of Debts of the City of San
Bernardino, California, says there is no statutory authority within
Chapter 9 of the Bankruptcy Code for the court to issue a permanent
injunction precluding Ms. Kelly and other victims of tort from
continuing their actions against the employee/tortfeasors.  Even if
the court has such injunctive powers, Ms. Kelly asserts that such
power should only be used to enjoin the employee/tortfeasor from
seeking indemnity from the City of San Bernardino and not to
protect such tortfeasors from their malfeasance.

Ms. Kelly is a tort claimant who was severely injured in a June 26,
2011 automobile accident caused by the gross negligence of a City
of San Bernardino employee while driving a city vehicle.

Ms. Kelly is represented by David W. Allor, Esq., at the Law Office
of David W. Allor.

                      The Chapter 11 Plan

As reported in the TCR, the City of San Bernardino has filed a Plan
for the Adjustment of Debts that involves the adjustment of claims
against the City of over $150 million, which includes $50 million
of unsecured bonds.

The city's plan, filed on May 14, 2015, provides for some
impairment of the City's secured bonds, and for more substantial
impairment of unsecured claims.  With respect to the City's
secured
bondholders, the Plan provides for a payment of secured
obligations
over time.  With respect to unsecured claims: holders of $50
million of unsecured bond claims will receive payments over time
of
$640,000 plus interest; and holders of general unsecured claims,
in
the aggregate amount of between $40 million to $50 million in
claims, will receive a pro rata share of $500,000 on or shortly
after the Effective Date, for a 1% recovery.

The Plan proposes full payments into the pension fund run by
California Public Employees' Retirement System, also known as
Calpers, which distributes that money to thousands of retired city
workers.

A copy of the Disclosure Statement filed May 29, 2015, is
available
for free at:

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

The Debtor's attorneys can be reached at:

         Paul R. Glassman, Esq.
         Fred Neufeld, Esq.
         STRADLING YOCCA CARLSON & RAUTH, P.C.
         100 Wilshire Blvd., 4th Floor
         Santa Monica, CA 90401
         Telephone: (424) 214-7000
         Facsimile: (424) 214-7010
         E-mail: pglassman@sycr.com
                 fneufeld@sycr.com

         Gary D. Saenz, Esq.
         OFFICE OF THE CITY ATTORNEY
         300 N. "D" STREET, Sixth Floor
         San Bernardino, CA 92418
         Telephone: (909) 384-5355
         Facsimile: (909) 384-5238
         E-mail: saenz_ga@sbcity.org

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debt of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.


SARATOGA RESOURCES: Floats Debt-for-Equity Swap with Bondholders
----------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that Saratoga Resources Inc. says it intends to file a
restructuring plan in the coming weeks that calls for bondholders
to swap more than $200 million in debt for control of the bankrupt
oil-and-gas producer.

According to the report, in a filing on Oct. 26 in U.S. Bankruptcy
Court in Lafayette, La., Saratoga floated what it called a
compromise plan that gives the company's so-called majority
bondholders -- funds managed by investment firms Blackstone and
Stonehill Institutional Partners -- an "overwhelming majority"
stake in the reorganized company.

                     About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com-- is an   
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000
feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


TECTUM HOLDINGS: Moody's Assigns B1 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Tectum
Holdings, Inc. including a Corporate Family Rating and a
Probability of Default Rating at B1 and B2-PD, respectively. Tectum
Holdings is a wholly-owned subsidiary of Truck Hero, Inc. (a
non-operating holding company).  In a related action Moody's
assigned a B1 rating to Tectum Holdings' proposed senior secured
credit facilities, including a $50 million revolving credit and a
$390 million term loan B.  The rating outlook is stable.

The assigned ratings anticipate that the proceeds from the new
funded term loan along with a portion of the equity proceeds from
the planned initial public offering (IPO) at Truck Hero, Inc. will
be used to refinance existing debt and pay related fees and
expenses.  Should the IPO transaction not occur as anticipated, the
assigned ratings will be reassessed.

Ratings Assigned:

Tectum Holdings, Inc.
  Corporate Family Rating, B1;
  Probability of Default, B2-PD;
  $50 million senior secured revolving credit facility, B1 (LGD3);
  $390 million senior secured term loan facility, B1 (LGD3).
  Outlook: Stable

RATINGS RATIONALE

Tectum Holdings' B1 Corporate Family Rating incorporates the
company's high leverage, aggressive history of acquisitions, modest
revenue base, and discretionary demand nature of its narrow product
portfolio in a fragmented market.  Tectum Holdings manufactures
truck bed covers, bed liners, and caps for the pick-up truck
aftermarket, and sells truck accessory products through its online
retail business.  Over the recent years, Tectum Holdings has grown
significantly through acquisitions with revenues expected to grow
over 300% by year-end 2015 compared to year-end 2013.  Yet, the
company's revenues, in the low $500 million range by year-end 2015,
will still be considered modest under the Global Automotive
Supplier Industry Methodology. Following the expected debt paydown
from the anticipated IPO, Debt/EBITDA leverage is estimated to be
about 4.1x (including Moody's standard adjustments), pro forma for
the acquired companies.  As Tectum Holdings' portfolio of products
are discretionary in nature and not related to a vehicle's overall
performance, product demand may weaken if economic conditions and
consumer confidence deteriorate.

Positively, Tectum Holdings' acquisitions over the past several
years have resulted in a well-established niche product market
position with the ability to offer a number of brands within its
product portfolio, and given its aftermarket nature, have supported
strong EBITA margins in the mid-teens.  Tectum Holdings also has
entered the online retail business for automotive truck
accessories.  While the company has benefited from increasing
product penetration of truck bed covers, bed liners, and caps over
the recent years, at some level a saturated market along with a
very fragmented automotive accessory aftermarket may increase
competitive pressures.

The stable rating outlook reflects Moody's expectation that Tectum
Holdings' recent acquisitions will materialize into credit metrics
supportive of the assigned ratings by year-end 2015.

Tectum Holdings is expected to have a good liquidity profile over
the near-term supported by a $50 million revolving credit facility
and expected free cash flow generation.  Pro forma for the IPO,
Tectum Holdings is estimated to have about $17 million of cash on
hand.  Consistent with the company's recent past, FCF/Debt is
anticipated to be in the 8% range over the next 12-18 months.  As
such, the revolving credit facility should continue to be unused
during this time frame.  The financial maintenance covenants for
the senior secured credit facilities are expected to include a
maximum net leverage test under the revolving credit facility.

Higher ratings for Tectum Holdings are constrained by its
relatively small scale and narrow product focus.  Consistent with
the company's expansion into online retailing, additional
acquisitions are likely to support expanded product offerings. Over
the near-term Tectum Holdings must demonstrate run-rate performance
consistent with the assigned rating, as it integrates a number of
acquisitions.

Tectum Holdings ratings could be lowered if the company is unable
to integrate its recent acquisitions, or if product sales decrease
from weak economic conditions, or increasing competitive pressures.
A deterioration in liquidity or a financial policy focused on debt
funded acquisitions or shareholder distributions rather than debt
reduction could also lower the company's rating. Lower ratings
could arise if EBITA/interest expense approaches 2.5x, or if Debt/
EBITDA is sustained at 5x on a run-rate basis.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.

Tectum Holdings, Inc. is a wholly-owned subsidiary of Truck Hero,
Inc. (a non-operating holding company).  The company manufactures
truck bed covers, bed liners, truck caps, and sells truck accessory
products through its online retail business throughout the United
States and Canada.  Pro forma revenues for 2014, inclusive of
acquisitions to date, approximate $436 million.  The company is
owned by affiliates of TA Associates.



US SECURITY ASSOCIATES: S&P Affirms B CCR, Alters Outlook to Stable
-------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Georgia-based contracted security services company
U.S. Security Associates Holdings Inc. (USS) and revised the
outlook to stable from negative.

At the same time, S&P revised its recovery ratings to '2' from '3'
and raised its issue-level ratings to 'B+' from 'B' on the
company's senior secured bank credit facility, consisting of a $75
million revolving credit facility due 2017 and $430 million term
loan due 2017.  The recovery rating of '2' indicates S&P's
expectation for substantial (70% to 90%, in the lower half of the
range) recovery for secured creditors in the event of a payment
default.

As of June 30, 2015, the company had debt outstanding of $569
million.

"The outlook revision reflects our belief that the company will
sustain recent improvements in operating performance over the next
six to 12 months, leading to a gradual strengthening of credit
metrics and supporting the company's ability to maintain more than
15% covenant cushion under its progressively tightening covenants,"
said Standard & Poor's credit analyst Peter Deluca.

Standard & Poor's ratings on USS reflect its narrow business focus
and participation in a highly competitive industry for which low
barriers to entry and low switching costs limit pricing power.  The
company is a mid-tier domestic participant and competes for
contracts against larger players with international presence.  S&P
has also factored in the company's broad customer diversification
and good client retention rates, which provide adequate revenue
visibility.

S&P could lower its ratings if liquidity were to weaken,
potentially due to a tightening covenant cushion that could lead to
a violation over the near term, or if operating performance does
not improve as planned.  This could be the result of contract
losses owing to declining customer service, unexpected cost
escalations, or increased competition, resulting in EBITDA interest
coverage declining below 1.8x or financial leverage sustained at
7.5x or above over S&P's forecast horizon.

Although unlikely over the near to medium term, S&P would consider
an upgrade if USS were to demonstrate operating and financial
performance that well exceeds S&P's current expectations,
potentially the result of large contract wins or cost control
leading to improved margins, such that leverage falls to below 5x
on a sustainable basis, supported by low releveraging risk.  The
latter is unlikely as long as the financial sponsor does not intend
to exit.



VALEANT PHARMACEUTICALS: Moody's Affirms Ba3 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Valeant
Pharmaceuticals International, Inc. and subsidiaries, including the
Ba3 Corporate Family Rating.  The rating outlook remains stable.

Ratings affirmed:

Valeant Pharmaceuticals International, Inc.:
  Corporate Family Rating at Ba3
  Probability of Default Rating at Ba3-PD
  Senior secured bank credit facilities at Ba1 (LGD 2)
  Senior unsecured notes at B1 (LGD 5)
  Speculative Grade Liquidity Rating at SGL-2

Valeant Pharmaceuticals International:
  Senior unsecured notes at B1 (LGD 5)

VRX Escrow Corp. (obligations assumed by Valeant Pharmaceuticals
International, Inc.):
  Senior unsecured notes at B1 (LGD 5)

"Valeant is facing considerable uncertainties related to its use of
specialty pharmaceutical distributors on top of earlier scrutiny on
US price increases, combined with recent government
investigations," stated Michael Levesque, Moody's Senior Vice
President.

Despite these challenges, Moody's affirmation of Valeant's ratings
with a stable outlook reflects: (1) fundamental aspects of
Valeant's credit profile including sizeable scale, strong
diversity, viable product offerings, and strong cash flow; (2)
Moody's expectation that any changes in the use of specialty
distributors or pricing practices that reduce Valeant's growth
rates can be absorbed within the Ba3 rating category; (3) low
likelihood of the need to restate financial results based on a
review of accounting practices by Valeant's audit and risk
committee and the recent filing of its S.E.C. Form 10Q; (4)
management's commitment to reduce net debt/EBITDA to 4.0 times by
year-end 2016; and (5) Valeant's good liquidity, with no major debt
maturities until 2018.

Moody's believes that Valeant's practices with respect to using
specialty distributors and patient assistance programs could evolve
as the company's new ad hoc Board committee reviews its processes
related to specialty pharmacy distributors in more detail and as
the practices receive ongoing scrutiny.  This could result in
changes to the Valeant's growth trajectory.  Further, the US
Department of Justice is investigating Valeant's practices in areas
that encompass patient assistance programs and distribution.

RATINGS RATIONALE

Valeant's Ba3 Corporate Family Rating reflects its good scale in
the global pharmaceutical industry with annual revenue above $10
billion, its strong diversity, its high profit margins, and its
good cash flow.  The ratings are also supported by low exposure to
patent cliffs, good near-term organic growth, and a successful
acquisition track record.  Recent product launches like Jublia
(antifungal), Xifaxan for irritable bowel syndrome, and Addyi for
female sexual dysfunction will drive incremental growth.  However,
the rating also reflects the risks associated with an aggressive
acquisition strategy, including moderately high financial leverage
(Moody's estimates pro forma gross debt/EBITDA of 5.5x as of
September 30, 2015), integration risks, rapid capital structure
changes, and reliance on cost synergies.  In addition, Valeant is
confronting significant scrutiny on its pricing practices,
including those on products acquired through acquisitions, new
scrutiny on its dealings with specialty pharmaceutical
distributors, as well as government investigations.  While volume
growth heading into 2016 looks solid, strong organic growth over a
multi-year period is less certain given moderating price increases
in the US market and any potential changes in product distribution
practices.

The rating outlook is stable, reflecting Moody's expectations for
solid earnings growth and steady deleveraging absent any large
acquisitions.

Moody's could downgrade the ratings if Valeant faces an increase in
litigation or any regulatory compliance issues, sees a significant
deterioration in organic growth, makes debt-financed acquisitions
prior to deleveraging, or sustains debt/EBITDA above 5.0 times.
Conversely, Moody's could upgrade the ratings if Valeant
demonstrates that it can sustain healthy organic growth in a
changing pricing environment and concludes its review of its
specialty distribution practices with no major negative findings.
To consider an upgrade, Moody's would also want to see Valeant
deleverage and sustain debt/EBITDA of around 4.0 times, and reduce
the uncertainties created by government investigations.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise including branded dermatology, gastrointestinal
disorders, eye health, neurology, branded generics and OTC
products.  Valeant reported approximately $10 billion in total
revenue for the 12 months ended Sept. 30, 2015.

The principal methodology used in these ratings was Global
Pharmaceutical Industry published in December 2012.



WET SEAL: META Advisors to Be Liquidation Trustee Under Plan
------------------------------------------------------------
Seal123, Inc., known as The Wet Seal, Inc., before selling most of
its assets to Versa Capital Management, LLC, filed with the
Bankruptcy Court a plan supplement containing the form of the
liquidation trust agreement and the identity of the liquidation
trustee and the initial members of the liquidation trust oversight
committee.

The Liquidation Trustee will be META Advisors LLC.

The identities and affiliations of the initial members of the
Liquidation Trust Oversight Committee, which were selected by the
Official Committee of Unsecured Creditors, are as follows:

   * Simon Property Group, Inc.
     Ronald M. Tucker, Esq., Vice President Bankruptcy Counsel

   * GGP Limited Partnership
     Julie Minnick Bowden, Manager National Bankruptcy
  
   * [Third member to be determined]

The initial members of the Liquidation Trust Oversight Committee
are serving without compensation and have been appointed based upon
their status as creditors in the Debtors' chapter 11 cases.

META Advisors LLC is a single-member LLC, whose single member is
META Advisors Holding LLC.  META Advisors Holding LLC is, in turn,
a single-member LLC, whose single member is Kelley Drye & Warren
LLP.  META Advisors LLC has extensive experience serving as
liquidating trustee in chapter 11 cases.

In consideration for its services, the Trustee will receive the
following compensation from the Trust Assets: (i) start-up costs
not to exceed $20,000; (ii) a monthly fee of $15,000; and (iii)
reimbursement of reasonable and necessary expenses.

                      The Liquidating Plan

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on Sept. 11, 2015, issued a revised order
approving the disclosure statement explaining the First Amended
Joint Plan of Liquidation of Seal123, Inc., f/k/a/ The Wet Seal,
Inc., et al., and their Official Committee of Unsecured Creditors.

The Debtors and the Unsecured Creditors Committee are co-proponents
to a proposed Plan of Liquidation that 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.

The Debtors and the Committee have won approval of the Disclosure
Statement.  The hearing to consider confirmation of the Plan will
be Oct. 30, at 2:00 p.m. (prevailing Eastern Time).

A full-text copy of the Disclosure Statement dated Sept. 15, 2015,
is available at http://bankrupt.com/misc/SEALds0915.pdf

                          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.


WHITTEN FOUNDATION: Opposes Juniper Sale, to File Own Plan
----------------------------------------------------------
Whitten Foundation said it intends to file its own Chapter 11 plan
that would compete with the plan already submitted by IberiaBank.

IberiaBank has filed a proposed liquidating plan that contemplates
the sale of Whitten Foundation's apartment complexes for $12.5
million.

In its objection to the Amended Disclosure Statement, the Debtor
said the Disclosure Statement explaining IberiaBank's Plan for
Whitten is "not complete or correct."  The Debtor believes that the
apartment complexes are worth substantially more than the price
being offered by Juniper, the potential purchaser.  The Debtor
noted that Lake Charles is arguably the hottest real estate market
in the United States.

The Debtor also points out that the appraisals commissioned by
IberiaBank assigned a value of $3,925,000.00 to Courtyard/Orleans
and $11,200,000 to Embers which totals $15,125,000 for both
complexes.

IberiaBank, according to the Debtor, should disclose why there is a
necessity to conduct a "fire sale" of these properties.

The Debtor says that the fire sale offer by Juniper will pay
secured creditors IberiaBank and the SBA in full including
interest, attorney's fees and costs incurred pre and post petition.
However, the Debtor believes that the sale will pay very little to
unsecured creditors.  The Debtor believes that trade creditors owed
$953,413 will only recover 6 percent under Iberia's proposal.

The Debtor is also debunking assertions in the Disclosure Statement
that the secured debts owed to Iberia and SBA cannot be serviced by
the Debtor.  The Debtor says this is incorrect in the following
particulars:

   a. When the Chapter 11 case was filed the debtor had 31 units at
Embers that were unable to be leased because of the physical
condition of the units. Since the inception of the case an
additional 30 units have been determined to be in need of
renovation.

   b. Since the case was filed on March 31, 2015 the Debtor has
been able to put 27 of those units back into a condition to rent
and is now generating an additional $18,000 per month in additional
rental income at virtually no additional cost other than the cost
of the renovation. The cost of renovation is coming out of the cash
on hand on a monthly basis.

   c. Between now and the end of November of 2015 the debtor will
have "turned" an additional 23 apartment units at Embers generating
an additional $13,800 per month in rental income.  All of the units
at Embers will be able to be rented by the end of November of 2015.
Turned is a term used in the property management business that
indicates that a rental unit is in need of repair and/or renovation
before it can be placed back into the active inventory.

   d. The Debtor is current on all insurance payments and all of
the properties are insured.

   e. The Debtor has escrowed a sufficient amount to pay the
property taxes in East Baton Rouge, Parish for the Courtyard
complex for 2015.

   f. The Debtor has $146,344.41 on hand in cash as of October 6,
2015 and is current on all of its operating expenses.

   g. The Debtor expects a net cash flow in December of 2015 of
$48,395.

   h. The prepetition debt service to IberiaBank and SBA totaled
$27,546 per month.  The Debtor will be able to service that debt
starting in December of 2015 and continuing thereafter.

   i. The financial performance since the petition was filed
through April of 2016 is memorialized in the attached Income and
Expense Projection authored by MMI.  That projection should be
provided to creditors who are going to be asked to vote on a plan
that calls for a "fire sale" of the two apartment complexes.

The Debtor's attorney can be reached at:

         Gerald J. Casey, Esq.
         613 Alamo Street
         Lake Charles, LA 70601
         Telephone: (337) 474-5005

                          IberiaBank Plan

As reported in the Sept. 24, 2015 edition of the TCR, IberiaBank
has filed a proposed liquidating plan that contemplates the sale of
Whitten Foundation's apartment complexes for $12.5 million.

According to the disclosure statement, originally filed Sept. 3,
2015, and amended on Sept. 9, 2015, the foundation for Iberia's
liquidating plan is a proposed sale of the Debtor's properties to
Juniper Investment Group, Ltd. for $12,500,000.  The Debtor's
Embers property is to be sold for $9,000,000 and Courtyard Orleans
for $3,500,000.

IberiaBank says that consummation of the sale will be sufficient to
pay all allowed administrative claims, priority claims, and secured
claims in full together with a meaningful dividend to unsecured
creditors of perhaps 25% to 35%, depending on the real estate
commission and other closing costs to be incurred.

A copy of IberiaBank's First Amended Disclosure Statement filed
Sept. 9, 2015, is available for free at:

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

IberiaBank is represented by:

          Michael A. Crawford, Esq.
          Brett P. Furr, Esq.
          TAYLOR, PORTER, BROOKS & PHILLIPS, LLP
          Post Office Box 2471
          451 Florida Street, 8th Floor
          Baton Rouge, LA 70821-2471
          Tel: (225)381-0223
          Fax: (225)346-8049

                      About Whitten Foundation

Whitten Foundation is a non-profit corporation that owns and
operates two apartment/condominium properties located in Lake
Charles and Baton Rouge in the State of Louisiana.  The Lake
Charles property is referred to as "Embers" and the Baton Rouge
property is referred to "Courtyard Orleans." A third property,
referred to as "Unit 9" is located at the Courtyard Orleans site
in
Baton Rouge but it is a single condominium.

Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr.
W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on March
31, 2015.  The Debtor estimated $10 million to $50 million in
assets and debt.

Judge Robert Summerhays presides over the case.  The Debtor has
tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its
counsel.

The U.S. trustee overseeing Whitten Foundation's Chapter 11 case
said it wasn't able to form a committee of unsecured creditors due
to insufficient number of creditors willing to serve on the
committee.


WOODALE PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Woodale Properties, Ltd.
        861-69 Central Ave.
        Wood Dale, IL 60191

Case No.: 15-36341

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 26, 2015

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jacqueline P. Cox

Debtor's Counsel: Ann M Erickson, Esq.
                  MORRISON & MIX
                  120 N LaSalle Street, Suite 2750
                  Chicago, IL 60602
                  Tel: (312) - 7260888 Ext.
                  Email: aerickson@morrisonandmix.com

                     - and -
               
                  Douglas K. Morrison, Esq.
                  MORRISON & MIX
                  120 N. La Salle, #2750
                  Chicago, IL 60602
                  Tel: 312-726-0888
                  Fax: 312-726-1328
                  Email: dkmorrison@morrisonandmix.com

Total Assets: $2.40 million

Total Liabilities: $2.10 million

The petition was signed by James Gentile, president.

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


[*] Fitch: Energy Default Rate Surpasses 5%
-------------------------------------------
Continued stress among energy and metals/mining companies has
propelled the September trailing 12-month (TTM) U.S. institutional
leveraged loan default rate, at (1.4%, close to Fitch Ratings' 2015
estimate of 1.5%-2%.

Samson Resources Co.'s bankruptcy pushed the energy sector TTM
institutional leveraged loan default rate to 5.2% in September, up
from 3.1% in August, while the TTM rate for metals/mining stands at
11%.

These two sectors have experienced the most defaults by both volume
and count since March.

The default rate will advance higher in October, as there are three
new defaults totalling more than $500 million, including a chapter
11 filing for Miller Energy Resources Inc. In addition, Millennium
Health LLC's bankruptcy ($1.8 billion outstanding) is expected in
the next couple of weeks and would push the overall rate to 1.7%.

"Post-default prices continue to show bifurcation between the
energy and metals/mining companies and the rest of the universe,"
said Eric Rosenthal, Senior Director of Leveraged Finance.

Energy and metals/mining has a post-default first-lien price at 35%
based on five defaults while the other industries are averaging
77%. The average September TTM 30-day post-default price on all 13
defaulted first lien loans was 59%.


[*] Global Metal Prices will Remain Weak Through 2016, Moody's Says
-------------------------------------------------------------------
Slowing growth in China and Brazil, muted conditions in Europe and
a weak recovery in the US will continue to pressure global base
metal prices, says Moody's Investors Service.  Moody's outlook for
the global base metals industry remains negative.

Uncertainty regarding growth in China is one of the primary factors
underpinning Moody's negative outlook, with the country accounting
for more than 40% of global demand for most key base metals,
according to the report "2016 Global Base Metals Outlook: Downside
Risk Remains on China Concerns, Slowing Global Growth."

Weak global macroeconomic conditions and volatility in base metal
prices have also dampened investor sentiment, which could pressure
future growth rates.

"We expect base metal prices to continue to trade at lower levels,
and expectations for slower growth and reduced demand could result
in further downside risk for the sector," said Carol Cowan, a
Moody's Senior Vice President.

Moody's notes that steeper price declines will flow through to
companies' earnings in 2015, resulting in a material decline in
cash flow for many producers.  Companies have reduced controllable
costs such as capital expenditure and exploration expenses to boost
liquidity, but such actions could pressure their credit profiles
over the medium term if producers need to develop projects in a
more costly or politically difficult climate.



                            *********

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

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

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

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

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

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

                            *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***