TCR_Public/151104.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, November 4, 2015, Vol. 19, No. 308

                            Headlines

ABIGALE LEE MILLER: Pleads Not Guilty to Hiding $775,000 Income
ACTIVISION BLIZZARD: Moody's Withdraws Ba1 Corporate Family Rating
AFFINION GROUP: Reaches Deal to Hand Co. to Lenders
ALLIED SYSTEMS: PwC to Provide Tax Compliance Services for Dec2014
ALON BLUE: Reaches Framework for Debt Repayment Arrangement

ANNA'S LINENS: Court Approves IP Assets Sale to Sensio, I&K Vending
ANNA'S LINENS: Has Deal on Payment of Bid Protections
ANOUNE MBENGUE: Arbitration Award for Doctor's Assocs. Confirmed
ARIAN SILVER: Receives Default Notice Under Quintana Agreement
BAPSJOGI INVESTMENT: Voluntary Chapter 11 Case Summary

BOMBARDIER INC: Fitch Affirms 'B' Issuer Default Rating
BOOMERANG SYSTEMS: Sullivan & Worcester Replaces Togut as Counsel
BROADWAY FINANCIAL: Announces Profits for Third Quarter 2015
BROOKE CORP: Preferential Transfer Claims Against GMAC Dismissed
BUNKERS INT'L: Greenberg Traurig Files Rule 2019 Statement

BX ACQUISITIONS: Case Summary & 20 Largest Unsecured Creditors
C-VAC LLC: Voluntary Chapter 11 Case Summary
CAESARS ENTERTAINMENT: Bid Procedures for Tunica Property Approved
CAESARS ENTERTAINMENT: CEC Accused of Vote-Buying by Noteholders
CAESARS ENTERTAINMENT: Palace Getting $75M Upgrade

CAESARS ENTERTAINMENT: UCC Seeks Nod to Pursue Actions
CALERES INC: S&P Revises Recovery Rating After Credit Line Upsized
CHURCH STREET: Settlement with National Union Partially Denied
CLEAN BURN: Ch. 7 Trustee Wins Partial Summary Judgment vs. Perdue
COLT DEFENSE: Files Financial Projections, Liquidation Analysis

COMPUTER SCIENCES: Moody's Raises Probability of Default to Ba2
CONAGRA FOODS: Fitch Affirms 'BB+' Subordinated Notes Rating
COTY INC: Moody's Affirms Ba1 CFR After Hypermarcas Acquisition
COTY INC: S&P Affirms Preliminary 'BB+' CCR; Outlook Stable
DIGITAL DOMAIN: Norris McLaughlin as Panel's Litigation Counsel

EL PASO: Withdraws Bid for Miller Buckfire as Investment Bankers
ELBIT IMAGING: Signs Term Sheet to Amend 2011 Credit Facility
ENERGY FUTURE: Multiple Parties Balk at 5th Amended Joint Plan
ESTERLINA VINEYARDS: Provencher & Flatt Approved as Counsel
ESTERLINA VINEYARDS: Withdraws Bid to Hire Thomas Rackerby as CPA

EXCO RESOURCES: Announces More Debt-Reducing Transactions
F-SQUARED INVESTMENT: Dec. 7 Disclosure Statement Hearing
FIRST NIAGARA FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
FORESIGHT APPLICATIONS: Suit vs. DRS Returned to Bankr. Court
FOREVER GREEN: 3d Cir. Affirms Dismissal of Involuntary Petition

FOUR OAKS: Announces 2015 Third Quarter and Year to Date Results
FRESH & EASY: Files for Ch 11 Bankruptcy Protection for 2nd Time
GETTY IMAGES: Said to Reach Creditor Deal for New Debt
GFL ENVIRONMENTAL: DBRS Puts B Ratings Under Review
GOODYEAR TIRE: Fitch Assigns 'BB-/RR4' Rating to Unsecured Notes

GOODYEAR TIRE: Moody's Assigns Ba3 Rating on Proposed $1BB Notes
GOODYEAR TIRE: S&P Assigns 'BB' Rating on Proposed $1BB Notes
GREAT ATLANTIC: Committee Extends Challenge Period Termination Date
GT ADVANCED: To Hold Fourth Online Auction for Excess Assets
HUNTINGTON INGALLS: Fitch Assigns BB+EXP'/'RR4 to Unsecured Notes

HUNTINGTON INGALLS: Moody's Assigns Ba2 Rating on $600MM Notes
HUNTINGTON INGALLS: S&P Rates Proposed $600MM Unsec. Notes 'BB+'
HUTCHESON MEDICAL: To Shut Down by Month's End
HYDROCARB ENERGY: Needs More Time to File Fiscal 2015 Form 10-K
INDUSTRIAL ENTERPRISES: Suit Against Computershare Dismissed

INSITE VISION: Sun Pharma Completes Tender Offer for InSite Vision
JOC FARMS: Bankr. Court Denies Bid to Enjoin Property Sale
LEAR CORP: S&P Raises CCR to 'BBB-' from 'BB+'; Outlook Stable
LOUYA CORP: Ex-Worker Wins $63K for Atty's Fees, Costs
MAGNUM HUNTER: Bondholders Hire Advisers as Interest Payment Nears

MAKENA GREAT: Summary Judgment on Breach of Guaranty Suit Granted
MALIBU ASSOCIATES: Debtor & U.S. Bank Amend Bid Procedures
MANUFACTURERS ASSOCIATES: Case Summary & 20 Top Unsec. Creditors
MERCURY COMPANIES: Partially Wins Suit Against FNF Security
MGM RESORTS: Moody's Puts B2 CFR on Review for Upgrade

MMRGLOBAL INC: Reports Unregistered Sales of Equity Securities
MOLINA HEALTHCARE: Moody's Assigns Ba3 Rating on $500MM Notes
MOLINA HEALTHCARE: S&P Assigns 'BB' Rating on Sr. Unsecured Debt
MOLYCORP INC: Nov. 16 Hearing on Key Employee Incentive Program
MOTORS LIQUIDATION: GUC Trust Anticipates Making Distributions

NRAD MEDICAL: KeyBank Withdraws Motion Seeking Adequate Protection
OAKFABCO INC: Files Schedules of Assets and Liabilities
ONCOLYTICS BIOTECH: Receives Nasdaq Delisting Notice
PASSAIC HEALTHCARE: Jeffrey Garfinkle's Pro Hac Vice Admission OK'd
PENA AND PENA: Voluntary Chapter 11 Case Summary

PIPELINE MICRO: Voluntary Chapter 11 Case Summary
PRIVATE FAMILY OFFICE: Case Summary & 3 Top Unsecured Creditors
PROLOGIS INC: Fitch Keeps 'BB+' Preferred Stock Rating
PURE PRESBYTERIAN: Case Summary & 2 Largest Unsecured Creditors
QUAIL TRAVEL: 11th Cir. Affirms Ruling Vacating Property Attachment

QUICKSILVER RESOURCES: Court Okays Hiring of Kurtzman Carson
QUICKSILVER RESOURCES: Court Okays Pachulski Stang as Co-counsel
QUICKSILVER RESOURCES: Gets Extension of 'Challenge' Period
QUICKSILVER RESOURCES: RKO, Reed Smith File Rule 2019 Statement
QUICKSILVER RESOURCES: Taps Ernst & Young as Audit Subcontractor

QUIKSILVER INC: Files Oaktree-Sponsored Ch. 11 Plan
QUIKSILVER INC: Oaktree Said Close to Hiring AlixPartners
QUIRKY INC: Wants OK to Change Terms of $1.6 Million Bonus Package
REALOGY HOLDINGS: Unit Hikes Revolving Credit Facility to $815M
REICHHOLD HOLDINGS: Enjoined from Addressing Water Contamination

RELATIVITY MEDIA: Togut Segal Approved as Committee's Counsel
RESIDENTIAL CAPITAL: Homeowner's Appeal Dismissed
RICHMOND LIBERTY: Section 341 Meeting Scheduled for Dec. 4
RITE AID: Announces Appointments of Executive Officers
RITE AID: To be Acquired by Walgreens Boots for $17.2 Billion

SAMUEL MORTON: Bankr. Court Issues Sanctions Against Attys
SANTA CRUZ BERRY: Gets Court Approval to Use Cash Collateral
SHOES FOR CREWS: Moody's Assigns B3 CFR; Outlook Stable
SIGNAL INTERNATIONAL: Gets Final Approval to Borrow $90.1-Mil.
SOURCEHOV LLC: Moody's Lowers CFR to B3; Outlook Negative

SOUTHEASTERN COMMERCIAL: Case Summary & 7 Top Unsecured Creditors
SW LIQUIDATION: Court Confirms Ch. 11 Liquidation Plan
T-L BRYWOOD: Gets Approval to Use Cash Collateral Until Nov. 30
T-MOBILE USA: Moody's Assigns Ba3 Rating on 2026 Unsecured Notes
T-MOBILE USA: S&P Assigns 'BB' Rating on 2026 Senior Notes

THORNTON & CO: Adams Samartino Okayed to Perform Tax Services
THORNTON & CO: Enters Into Asset Purchase Agreement with Axxom
THORNTON & CO: Gordian Group Aproved as Investment Banker
THORNTON & CO: Green & Sklarz Approved as Bankruptcy Counsel
THORNTON & CO: Pullman & Comley to Handle Employment Law Matters

THORNTON & CO: Reid & Riege Approved as Committee's Counsel
TMT AERO: Trustee's Summary Judgment Bid vs. Race Engines Denied
TPF II: Moody's Affirms B1 Rating on Term Loan; Outlook Stable
TRAVELBRANDS INC: Creditors Overwhelmingly Approve Plan
TREEHOUSE FOODS: Moody's Puts Ba2 CFR on Review Amid ConAgra Deal

TREEHOUSE FOODS: S&P Puts Ratings on CreditWatch After ConAgra Deal
TRUCK HERO: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
UNITED AIRLINES: Ill. Court Certifies Management Pilot Class
US RENAL: S&P Affirms 'B' CCR & Assigns 'B'  Rating to Credit Lines
VANTAGE DRILLING: In Discussion with Lenders on Deleveraging Terms

VANTAGE DRILLING: In Discussions w/ Lenders on Deleveraging Terms
VERITAS BERMUDA: Moody's Assigns B2 CFR; Outlook Stable
VERITAS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
VPR OPERATING: Trustee Wins Partial Dismissal of Plan Order Appeal
Z'TEJAS SCOTTSDALE: Schneider & Onofry Aproved as Panel Counsel

[*] Bernstein Shur Welcomes Former Bankr. Judge Louis Kornreich
[*] Chicago Bankruptcy Lawyer Fonfrias Adds Articles to Website
[*] Epiq Systems Names Noah Ornstein as Managing Director
[*] Judge Holwell Named Interim Gen. Counsel for Port Authority
[*] Ornstein Named Epiq Corporate Restructuring Solutions Director

[*] Packaged Food Industry Outlook Remains Stable, Moody's Says
[*] Smiley Wang-Ekvall Gets U.S. News - Best Lawyers Tier 1 Ranking
[] US Corporate Defaults to Hit 4-Yr. High, Moody's Says

                            *********

ABIGALE LEE MILLER: Pleads Not Guilty to Hiding $775,000 Income
---------------------------------------------------------------
Marcie Cipriani at WTAE.com reports that Abigale Lee Miller has
pleaded not guilty on Monday to charges that she tried to hide
$775,000 worth of income from reality show "Dance Moms" and spinoff
projects during her Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on Oct. 21, 2015,
Carmen Germaine at Bankruptcy Law360 reported that Ms. Miller was
indicted by a grand jury on Oct. 13, 2015, with charges she
concealed $675,000 in income from the show and related pursuits
during her bankruptcy, Pennsylvania federal prosecutors said.

The Associated Press says that Ms. Miller tried to hide $775,000
worth of income during bankruptcy.  The AP relates that
investigation started when the bankruptcy judge in December 2012
figured Ms. Miller had to be making more than $8,899 in monthly
income she was claiming.  The FBI, says the report, determined Ms.
Miller hid more than $228,000 in income from appearances on "Dance
Moms" and a spin-off project, and there was also almost $550,000
more from personal appearances, dance sessions and merchandise sold
through her website.

According to WTAE.com, Ms. Miller could face five years in prison
and a fine of $250,000 -- or both -- for each count of the
indictment.  WTAE.com says that Ms. Miller requested a jury trial.
Dominic Patten at Deadline.com reports that she also paid a $10,000
bond.  

Abigale L. Miller is a dance studio owner who stars in the Lifetime
reality television series "Dance Moms".  She filed for Chapter 11
bankruptcy protection (Bankr. W.D. Pa. Case No. 10-28606) on Dec.
3, 2010.

The Associated Press reports that Ms. Miller claimed debts of more
than $356,000, including a $200,000 mortgage on a Florida home and
a $96,000 mortgage on her dance studio in Penn Hills, the
Pittsburgh suburb where the reality show is based.


ACTIVISION BLIZZARD: Moody's Withdraws Ba1 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service upgraded Activision Blizzard, Inc.'s
senior unsecured notes rating to Baa3 from Ba2, upgraded the
company's senior secured credit facilities to Baa2 from Baa3, and
withdrew the company's Ba1 Corporate Family Rating and Ba1-PD
probability of default rating.  The upgrade reflects Activision
Blizzard's leading position in the growing and fragmented gaming
industry, strong diversification across multiple genres and gaming
platforms, and strong track record of developing profitable and
sustainable franchises with international appeal.  The upgrade
occurs at the same time the company has announced its agreement to
acquire King Digital Entertainment plc ("King") for nearly $5.9
billion, with a combination of cash on hand and debt financing.
Moody's do not expect the transaction to have a material effect on
Activision Blizzard's credit metrics as approximately 60% of the
acquisition will be funded with cash on hand and we anticipate that
the company will reduce debt quickly over the next two years. The
outlook is stable.

Activision Blizzard intends to acquire all of the outstanding
shares of King for $18.00 cash per share for cash consideration of
$5.7 billion and $0.2 billion of rollover unvested equity awards.
The company intends to finance the transaction with $3.4 billion of
offshore cash on hand and with proceeds from a new $2.3 billion
term loan.  The transaction is expected to close by March 2016
pending King shareholder approval and various international and
domestic regulatory approvals.

Issuer: Activision Blizzard, Inc.

Upgraded:

  Senior Secured $250 million Revolving Credit Facility due 2018
   (undrawn as of 9/30/2015): Upgraded to Baa2 from Baa3 (LGD2)
  Senior Secured $2,500 million Term Loan B due 2020 (roughly
   $1.9 billion outstanding as of 9/30/2015): Upgraded to Baa2
   from Baa3 (LGD2)

  $1,500 million 5.625% Senior Notes due 2021: Upgraded to Baa3
   from Ba2 (LGD5)

  $750 million 6.125% Senior Notes due 2023: Upgraded to Baa3 from

   Ba2 (LGD5)

Outlook Actions:

  Outlook, changed to Stable from Positive

Withdrawn:

  Corporate Family Rating (CFR): Withdrawn Ba1 rating
  Probability of Default Rating (PD): Withdrawn Ba1-PD rating
  Speculative Grade Liquidity Rating (SGL): Withdrawn SGL-1 rating

RATINGS RATIONALE

Activision Blizzard's upgrade to a Baa3 senior unsecured rating
reflects its leading position in the growing and fragmented gaming
industry, strong diversification across multiple genres and gaming
platforms, and strong track record of developing profitable and
sustainable franchises with international appeal.  The ratings and
stable outlook take into account our expectation that management
has the ability to make strategic investments to create new
intellectual franchise properties to replace aging ones which face
the potential risk of decline over time, and leveraging existing
ones across various platforms.

Activision Blizzard's expected acquisition of King, creators of the
popular mobile game franchise Candy Crush, increases scale and cash
flow, increases the amount of monthly active users ("MAUs") to
roughly 547 million as of October 2015, creates potential for
cross-promotion of games across platforms, and expands the company
into the fast growing mobile market, particularly in international
markets.  Moody's notes that at around the time of expected closing
of the King transaction, leverage will likely rise to around 3.2x
due to normal volatility due to differing annual release cycles,
but we believe that Activision Blizzard is well positioned to
improve credit metrics pro forma for the King transaction as it
applies excess cash to rapidly deleverage by the end of FY2016 to
between 2.8x and 2.5x debt-to-EBITDA.  A continued commitment from
management to sustain credit metrics commensurate with an
investment-grade rating will be important to maintain the
investment grade rating company's rating is moderately constrained
by revenue concentration among key titles and the risk of failing
to predict changing consumer preferences. Although the company is
able to generate meaningful recurring revenue, there is significant
exposure to concentration risk in its largest franchises, which is
why development of new potential franchises like Destiny and Heroes
of the Storm is important. Revenues associated with Activision
Blizzard's top 3 franchises, Call of Duty (originally released in
2003), World of Warcraft (2004), and Skylanders (2011), accounted
for 67% of consolidated net revenues for the 2014 fiscal year and a
significantly higher portion of operating income.  The King
acquisition will reduce concentration as a percentage of total
revenues and King's Candy franchise will become the second largest
revenue generator after Call of Duty.

Offsetting this risk is Activision Blizzard's ability to sustain
the popularity of franchises more than 11 years old and to
continuously develop new, profitable, and award-winning franchises.
Risks associated with the expected King acquisition include
franchise concentration with approximately 43% (for the last twelve
months ended June 30, 2015) of total gross bookings coming from
their most popular game, Candy Crush Saga.  These risks are
compounded by King's recent MAU declines, primarily associated with
Candy Crush Saga.  King has diversified its game offerings and must
continue to do so to offset declines in older games.  "We believe
that King's games possess high risk as compared to those of
Activision Blizzard, given their short franchise history and lower
level of game immersion," stated Neil Begley, a Moody's Senior Vice
President.  However, the acquisition catapults the company into the
rapidly growing mobile platform where it did not have a significant
presence, and King's network could provide avenues for cross
pollination to create new mobile games.  "Despite the risk
associated with the King games, we believe that Activision Blizzard
has demonstrated well its franchise creation capabilities and it
generates significant free cash flow which could be used to reduce
debt to offset any unexpected decline in King game revenues in
order to sustain its investment grade ratings," added Begley.

The business risks are balanced with moderate and improving
leverage, excellent liquidity, strong management oversight, and
fiscal discipline with a focus on operating margins and free cash
flow generation.  The company is able to engage and transact with
its loyal user base through multiple platforms, as well as its own
Battle.net online platform for Blizzard games, providing it
reliable insight into consumer preferences and visibility into the
success of future releases.  Furthermore, Moody's expects that
international penetration, particularly in regions like China,
continued strategic partnerships with other companies such as with
Bungie (creators of the hit franchise Halo) and Tencent Holdings
Limited (A2 stable), and improvements to broadband services
worldwide, will help boost the company's audience reach and
diversify revenue streams further.

We have notched the secured bank facility ratings up from the Baa3
senior unsecured notes rating to Baa2 due to the present existence
of security.  The upnotching is due to our anticipation that the
Term Loan B will be repaid within the next two years and we expect
that all outstanding funded debt will become unsecured, pari passu,
and the ratings unified at Baa3.

Upward pressure on the ratings could occur in the case of a
material increase in business diversity through the development of
new, successful, long-lived franchises that results in more stable,
recurring, and predictable revenue and cash flow and increasing
domestically available cash balances without decreasing total cash
balances, along with leverage sustained under 2.25x (incorporating
Moody's standard adjustments).  Liquidity would also need to remain
excellent.

Downward pressure on the ratings could occur if the company's
liquidity position becomes pressured due to degradation of its
existing game customer base and inability to replace weakening
franchises with new ones, leverage is expected to be sustained over
3.00x (with Moody's standard adjustments), or a material shift in
the direction of the company that does not balance the interests of
debt holders with equity holders and that increases credit risk.

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

Activision Blizzard, Inc., based in Santa Monica, CA, is a global
game developer and publisher.  Its franchises include Call of Duty,
Destiny, Diablo, World of Warcraft, Hearthstone, Guitar Hero and
Skylanders.



AFFINION GROUP: Reaches Deal to Hand Co. to Lenders
---------------------------------------------------
Rachelle Kakouris, writing for High Yield Bond, citing a filing
with the U.S. Securities and Exchange Commission, reported that
U.S.-based loyalty and customer engagement solutions company
Affinion Group Holdings has met the required participation
threshold necessary to complete its offer to exchange up to $600
million of debt for common stock.

According to the report, as of Nov. 2, holders of approximately
95%, or $247,405,368 of the $260.5 million 13.75%/14.5% senior
secured PIK-toggle notes due 2018 tendered, up from 88.7%, or
$231.075 million at the Oct. 27 deadline.  Participation in
Affinion Investments' $360 million of 13.5% senior subordinated
notes due 2018 edged up slightly to 93.7%, or $337,346,520, from
93.5%, or $336.5 million, at the Oct. 27 deadline.

The company also commenced a rights offering that gives its
existing noteholders the right to purchase new 7.5% cash/PIK senior
notes due 2018 and shares of new common stock for an aggregate cash
purchase price of $110 million, the report related.

The deadline for participation in the company's rights offering
remains scheduled for 11:59 p.m. EST on Nov. 4, 2015, and
settlement is expected to be Nov. 9, the report said, citing the
company announcement.

Affinion Group Holdings, Inc., is a customer engagement and
loyalty
solutions company based in Stamford, Connecticut.  The Company
designs, markets and services programs that aim to strengthen and
extend customer relationships for its subscribers worldwide.

The Troubled Company Reporter on Oct. 5, 2015, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Affinion Group Holdings Inc. to 'CC' from 'CCC+'.  The
rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's 13.75%/14.5% payment-in-kind (PIK) toggle notes due 2018
to 'CC' from 'CCC-'.  The recovery rating remains '6', indicating
S&P's expectation for negligible recovery (0%-10%) of principal in
the event of a payment default.

The TCR, on Oct. 2, 2015, reported that Moody's Investors Service
downgraded Affinion Group Holdings' Probability of Default rating
to Ca-PD from Caa2-PD and Affinion Investments' 13.5% senior
subordinated notes due 2018 to Ca from Caa3, reflecting elevated
probability of default in the near term in light of the company's
planned restructuring of its capital structure. Affinion Holdings'
13.75%/14.5% senior secured PIK/Toggle notes due 2018 were affirmed
at Ca. Affinion's all other ratings, including its Caa2 Corporate
Family Rating ("CFR") and existing debt instrument ratings not
subject to the exchange are not currently impacted. The outlook
remains negative.


ALLIED SYSTEMS: PwC to Provide Tax Compliance Services for Dec2014
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a fourth
order, authorized Allied Systems Holdings, Inc., et al., to expand
their employment of PricewaterhouseCoopers LLP.

Pursuant to the supplemental order, PwC will provide certain tax
compliance services for the year ended Dec. 31, 2014.

                    About Allied Systems Holdings

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.


ALON BLUE: Reaches Framework for Debt Repayment Arrangement
-----------------------------------------------------------
Alon Blue Square Israel Ltd. on Nov. 2 disclosed that following
negotiations with representatives of the Series C Debentures and
most of the Company's bank lenders, representing the Company's
major financial creditors, the parties formulated a framework of
understandings for the distribution and reorganization of the
Company's financial debt.

The framework is not final, nor has it been signed by the parties,
and is subject, among other things, to further discussions, receipt
of relevant corporate approvals, including that of the Company,
Series C Bondholders, and bank lenders.  Consequently, the final
framework, if and when reached, may differ materially from the
proposed framework.

An unofficial English translation of the framework of
understandings with the Company's financial lenders will be
submitted to the SEC on Form 6-K.

Alon Blue Square Israel Ltd. (NYSE: BSI) operates in five
reportable operating segments and is the largest retail company in
the State of Israel.  In the Fueling and Commercial Sites segment,
Alon Blue Square through its 71.17% subsidiary, which is listed on
the Tel Aviv stock exchange ("TASE"), Dor Alon Energy in Israel
(1988) Ltd is one of the four largest fuel retail companies in
Israel based on the number of petrol stations and a leader in the
field of convenience stores operating a chain of 211 petrol
stations and 220 convenience stores in different formats in Israel.
In its supermarket segment, Alon Blue Square, as a pioneer in the
modern food retail, through its 100% subsidiary, Mega Retail Ltd.,
currently operates 150 supermarkets under different formats, each
offering a wide range of food products, "Near Food" products and
"Non-Food" products at varying levels of service and pricing.  In
its "Houseware and textile" segment, Alon Blue Square, through its
TASE traded 77.51% subsidiary, Na'aman Group (NV) Ltd. operates
specialist outlets in self-operation and franchises and offers a
wide range of "Non-Food" products as retailer and wholesaler.  In
the Real Estate segment, Alon Blue Square, through its TASE traded
53.92% subsidiary Blue Square Real Estate Ltd., owns, leases and
develops income producing commercial properties and projects.  In
addition, Alon Blue Square operates the issuance and clearance of
gift certificates, through its 100% subsidiary, Alon Cellular Ltd,
operates an MVNO network in Israel and through Diners Club Israel
Ltd., an associate held at 36.75%, which operates in the sector of
issuance and clearance of YOU credit cards to the customer club
members of the group.



ANNA'S LINENS: Court Approves IP Assets Sale to Sensio, I&K Vending
-------------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, approved the
sale of IP assets of debtor Anna's Linens, Inc., to successful
bidders Sensio, Inc., and I&K Vending, LLC.

Sensio, Inc., tendered a bid of $40,000 for Bella/B Bella Marks,
U.S. Reg. Nos. 3,973,724 and 4,578,385 ("Bella IP Assets").  I&K
Vending, LLC, tendered a bid of $235,000 for all IP Assets other
than the Bella IP Assets.

J.E. Rick Bunka, the Debtor's CFO, relates that the successful bids
submitted by Sensio and I&K are fair, reasonable, and for purchase
prices which maximize the value of the IP Assets for the benefit of
the Debtor's bankruptcy estate.  Mr. Bunka further relates that the
IP Assets were well marketed by Hilco IP Services, LLC d/b/a Hilco
Streambank, and that the sale and Auction process was fair and
reasonable and designed to maximize the value obtained for the IP
Assets.

David Peress, Vice President of Hilco Streambank contends that the
combination of the I&K Bid and the Sensio Bid is the highest and
best offer for the Intellectual Property.

Anna's Linens is represented by:

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

                       About Anna's Linens

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

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

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

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



ANNA'S LINENS: Has Deal on Payment of Bid Protections
-----------------------------------------------------
Anna's Linens, Inc., sought and obtained from Judge Theodor C.
Albert of the U.S. Bankruptcy Court approval of a stipulation that
it had entered into with the Official Committee of Unsecured
Creditors and the Tiger Capital Group, LLC and Yellen Partners, LLC
joint venture, regarding the payment of bid protections.

The Debtor and the Tiger Capital Group, LLC/Yellen Partners, LLC
joint venture ("Tiger/Yellen Stalking Horse") entered in to an
Agency Agreement ("Stalking Horse Agency Agreement"), pursuant to
which the Tiger/Yellen StalkiHang Horse agreed to act as the
Debtor's exclusive agent for the limited purpose of selling certain
inventory located at the Debtor's retail locations and certain of
the Debtor's fixtures, furniture and equipment.

The Stalking Horse Agency Agreement provided that the Tiger/Yellen
Stalking Horse was entitled to receive a break-up fee of $650,000,
plus an expense reimbursement of up to $350,000 for reasonable fees
and expenses of its legal, accounting and financial advisors and
the out-of-pocket costs and expenses incurred by the Tiger/Yellen
Stalking Horse in connection with conducting due diligence and the
negotiation, documentation and implementation of the Stalking Horse
Agency Agreement and the transactions contemplated thereby ("Bid
Protections") in the event that the Tiger/Yellen Stalking Horse was
not the successful bidder at an auction to be conducted by the
Debtor.  The Stalking Horse Agency Agreement further provided that
the Debtor was to pay to the Tiger/Yellen Stalking Horse, a work
fee of $200,000, which amount would be credited against the Bid
Protections in the event that the Bid Protections became payable.
The Debtor paid the Work Fee to the Tiger/Yellen Stalking Horse
prepetition.

The Debtor conducted the Auction, at which a joint venture
comprising Hilco Merchant Resources, LLC and Gordon Brothers Retail
Partners, LLC, was the successful bidder.  The Debtor filed a
motion seeking authority, among other things, to pay the Bid
Protections to the Tiger/Yellen Stalking Horse.  The Committee of
Unsecured Creditors objected to the payment by the Debtor of the
Bid Protections on various grounds and reserved its right to seek
disgorgement of the Work Fee.  The Court entered its Assumption
Order, requiring the Debtor to establish a segregated account ("Bid
Protections Reserve") containing $800,000 for the purpose of paying
the Tiger/Yellen Stalking Horse Bid Protections upon approval of
such amounts.  The Debtor established the Bid Protections Reserve
and it has been funded with the $800,000.

The Stipulation provides, among others, the following terms:

     (1) Expense Reimbursement – The Tiger/Yellen Stalking Horse
will keep the $200,000 Work Fee and the $150,000 balance of the
total $350,000 Expense Reimbursement will be transferred from the
Bid Protections Reserve to the Debtor's general operating account
for the benefit of the estate.

     (2) Non-Contingent Break-Up Fee Payment – the Tiger/Yellen
Stalking Horse will receive a non-contingent $130,000 payment from
the Bid Protections Reserve as a Break-Up Fee to be paid within one
business day of the date the Court enters its order approving this
Motion.

     (3) Contingent Break-Up Fee Payment - (i) if the claims of the
Debtor's Secured Parties against the Debtor are not paid in full:
(a) the Tiger/Yellen Stalking Horse will receive an additional
$130,000 payment from the Bid Protections Reserve and (b) the
General Unsecured Account will receive $390,000 from the Bid
Protections Reserve; or (ii) if the claims of the Secured Parties
against the Debtor are paid in full, then the Debtor's general
operating account for the benefit of the estate shall receive
$520,000 from the Bid Protections Reserve.

     (4) Releases -  The Debtor, Tiger/Yellen Stalking Horse and
the Secured Parties exchange mutual releases regarding the Bid
Protections and the entitlement of the Tiger/Yellen Stalking Horse
thereto; provided that the Tiger/Yellen Stalking Horse may assert
any unpaid portion of the Bid Protections as a defense against any
claim asserted by the Debtor or the Committee against the
Tiger/Yellen Stalking Horse.

The Debtor believes that the Stipulation contains a compromise that
is in the best interests of the estate.  The Debtor contends that
the Tiger/Yellen Stalking Horse asserts a perfected secured claim
for the total amount of the Bid Protections.  The Debtor further
contends that any challenge to the Tiger/Yellen Stalking Horse Lien
will be subject to expensive and protracted litigation, which will
significantly delay and reduce any recovery to the estate from the
Bid Protections. The Debtor believes that the Stipulation is a fair
compromise and is in the best interests of the estate.

Anna's Linens, Inc. is represented by:

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

                        About Anna's Linens

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

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

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

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



ANOUNE MBENGUE: Arbitration Award for Doctor's Assocs. Confirmed
----------------------------------------------------------------
In the case captioned In the Matter of the Application of DOCTOR'S
ASSOCIATES INC., Petitioner, v. ANOUNE MBENGUE, Respondent, For an
Order pursuant to Article 75 of the CPLR Confirming an Arbitration
Award, DOCKET NO. 651821/15. 2015 NY Slip Op 31811(U), Judge
Cynthia S. Kern of the Supreme Court, New York County, granted
Doctor's Associates Inc.'s petition for an order confirming an
arbitration award in its favor.

Doctor's Associates, the owner of the proprietary system for
establishing and operating restaurants featuring sandwiches and
salads under its trade name and service mark SUBWAY, and the Debtor
entered into a Payment Plan Agreement pursuant to which the Debtor
would pay Doctor's Associates past due Royalties and Advertising
Fees in the sum of $67,146.  Doctor's Associates alleged that the
Debtor breached the Payment Plan Agreement and the Franchise
Agreements, thus Doctor's Associates filed a Demand for Arbitration
with the American Dispute Resolution Center, Inc.  An Arbitration
Award was issued.

A full-text copy of the Order dated September 24, 2015 is available
at http://is.gd/kAgl8Nfrom Leagle.com.





ARIAN SILVER: Receives Default Notice Under Quintana Agreement
--------------------------------------------------------------
Arian Silver Corporation on Nov. 3 disclosed that it has received a
Default Notice under the terms of its agreements (as previously
announced on the 15 and 30 October 2014) with Quintana San Jose
Streaming Co. LLC and Quintana AGQ Holding Co. LLC.  The Company is
taking the notice under advisement.  Meanwhile, financing
discussions between the parties are on-going as previously advised
on October 29, 2015, and a further announcement will be made in due
course.

Arian Silver Corporation is a silver mining company focused on
silver projects in the silver belt of Zacatecas, Mexico.



BAPSJOGI INVESTMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Bapsjogi Investment, LLC
           dba Best Western Mission Inn
        1990 S Craycroft RD
        Tucson, AZ 85711

Case No.: 15-14072

Chapter 11 Petition Date: November 2, 2015

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157
                  Email: law@ericslocumsparkspc.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dinesh Patel, president/Ceo of Jogi
Investment Corp.

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


BOMBARDIER INC: Fitch Affirms 'B' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed Bombardier Inc.'s (BBD) Issuer Default
Rating (IDR) at 'B' and long-term debt and bank facility ratings at
'B'/'RR4'. Fitch has reviewed the ratings in light of BBD's
announcements last week regarding worse-than-expected negative free
cash flow (FCF), planned equity issuance, and large impairment
charges.

The Rating Outlook is Negative. A full list of rating actions
follows at the end of this release.

KEY RATING DRIVERS

The affirmation incorporates Fitch's assumption that BBD will
complete the sale of a stake in the CSeries program for $1 billion
to the government of Quebec, with proceeds to be received during
the second quarter of 2016 (2Q16). BBD could further boost
liquidity as a result of its plans to place a minority stake in
Bombardier Transportation (BT) in the near term which Fitch
believes could raise $1 billion or more in cash, possibly as early
as the 1Q16.

Fitch believes these actions are needed in order to support BBD's
liquidity during a prolonged period of negative FCF that has
deteriorated more quickly than anticipated by Fitch. Without the
new sources of cash contemplated by BBD, Fitch could consider a
downgrade of BBD's ratings due to concerns about negative FCF
through the next several years related to spending on aircraft
programs and production ramp-ups for the CSeries and Global 7000
and 8000 programs.

Fitch estimates FCF for all of 2015 could be as much as negative
$2.3 billion, including a modest level of positive FCF in the
fourth quarter. Much of BBD's cash usage in 2015 is due to a
reduction in customer advances for business jets that negatively
affected working capital. The impact on working capital should
diminish substantially in 2016 but Fitch expects FCF could be
almost $1 billion negative in 2016 and could be significantly
negative, although at lower levels, at least through 2018 when
BBD's next debt maturities occur.

The expected $1 billion investment in the CSeries program by the
government of Quebec would help complete development of the CSeries
and fund production losses which could continue through the next
four years as the program moves down the learning curve. In
addition, the planned placement of a minority stake in BT would
further supplement BBD's cash position while BBD develops the
Global 7000 business jet expected to enter into service in the
second half of 2018. If the BT minority stake is not completed,
Fitch believes BBD's cash balances could drop below $2 billion
sometime in 2017 or early 2018. This level provides a cushion
against short term peaks in cash requirements related to aircraft
programs.

BBD recognized two large non-cash charges totaling $4.4 billion in
the 3Q15. A $3.1 billion impairment charge, together with other
smaller provisions, was used to write down more than half of the
company's investment in the CSeries, effectively recognizing cost
overruns and diminished sales prospects compared to original
expectations. BBD also cancelled the previously paused Learjet 85
program due to weak demand, resulting in a $1.2 billion charge.

Other concerns include BBD's high leverage, competitive pressure in
each of the company's segments, and the risk of CSeries
cancellations. BBD's high leverage includes debt/EBITDA of 8x at
Sept. 30, 2015, which Fitch anticipates will increase due to
negative margins associated with early production of the CSeries.

Contingent liabilities include residual value guarantees. In the
3Q15, BBD recognized a charge of $353 million to increase its
provision for residual value guarantees. The charge reflected the
weak market for used regional aircraft which increases the risk
that some guarantees will be exercised.

BBD's bank facilities contain various leverage and liquidity
requirements for both BBD, including Bombardier Aerospace (BA), and
BT. Minimum required liquidity at the end of each quarter is $750
million for the BBD facility and EUR600 million at BT. BBD does not
publicly disclose required levels for other covenants but there is
a risk that weaker than expected operating results or an increase
in debt could result in noncompliance. The lowest levels of
covenant compliance typically occur in the middle of the year
instead of at year-end because of BBD's cash flow profile.

Fitch views BBD's strong position in the global business jet market
as a rating strength. In addition, there is upside potential to
business jet margins due to the company's new management team which
could bring a sharper strategic focus and improved operating
results. In the near term, however, margins will be pressured by a
decline in year-to-date orders that reflect lower sales to fleet
customers and BBD's exposure to emerging markets where demand
growth is slowing. BBD is cutting production of its Global
5000/6000 aircraft to around 50 units from 80 units sold in 2014.
Fitch notes that gross orders in 3Q15 were solid, particularly as
they were concentrated among traditional customers as compared to
large orders prior to 2015 that were concentrated among fleet
customers.

Fitch believes BBD's Global jets are responsible for the majority
of profits in the Business Aircraft segment, so any weakening of
industry demand for large jets or in BBD's market position could
hinder the company's profitability and cash flow.

Although BBD is among the global market leaders for regional
aircraft including regional jets and turboprops, the segment is a
smaller contributor to BBD's overall profitability than business
jets. Net orders for regional jets were low through the first three
quarters of 2015 and the backlog is at the lowest level in several
years. BBD expects to report EBIT of negative $200 million in 2015
in its commercial aircraft segment, including regional aircraft and
the CSeries, which Fitch expects could increase as CSeries
production ramps up further.

At BT, low margins reflect project complexity and a highly
competitive industry. Margins could improve slightly in 2015, and
Fitch expects the ongoing review by BBD's senior management could
lead to further growth in margins, although the pace of improvement
could be gradual. BT is taking actions to standardize operations
across a relatively decentralized business and is focusing on
higher-margin services and systems revenue. BT has much lower
capital requirements than BBD's aerospace businesses and generates
more stable FCF, but the timing of BT's FCF can vary between
quarters due to the nature of its contracts.

BT has strong positions in its rail markets, particularly in Europe
which represents BT's largest market. The competitive landscape is
evolving, however, including several mergers and acquisitions among
Asian and European equipment manufacturers. These transactions
could exacerbate pricing pressure across the industry and make it
more challenging for BT to build stronger margins, which remain
below its long-term goal of 8%. BBD's planned IPO or private
placement of a minority stake in BT could provide flexibility to
consider arrangements such as joint ventures or M&A transactions
that may strengthen BT's industry position and increase access to
emerging markets which will be important to its long-term
competitiveness.

Rating concerns are mitigated by BBD's diversification and market
positions in the aerospace and transportation businesses and a
portfolio of commercial aircraft and large business jets which the
company has continued to refresh. The company's order backlog at
Sept. 30, 2015 totaled $62 billion, roughly three times annual
sales.

The Recovery Rating (RR) of '4' for BBD's senior unsecured debt and
bank credit facility supports a rating of 'B' and reflects
expectations of average recovery prospects (31%-50%) in a
distressed scenario. It is based on Fitch's going-concern analysis
of BBD that incorporates the company's established market positions
and backlogs at both the aerospace and transportation businesses.
The RR '6' for subordinated convertible debt and preferred stock
reflects a low priority position relative to BBD's debt.

KEY ASSUMPTIONS

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

-- The $1 billion investment in the CSeries by the government of
Quebec is completed by the beginning of 2016;
-- BBD places a minority interest in BT for at least $1 billion by
sometime in the first part of 2016.
-- Negative FCF of approximately $2.3 billion in 2015 and
approximately $1 billion in 2016;
-- Lower orders for large business jets lead to a decline in
aerospace deliveries and margins in 2016;
-- CSeries entry-into-service occurs in the first half of 2016;
-- The commercial aircraft segment experiences lower margins due
expected production losses on the CSeries;
-- Development spending for the CSeries declines in 2016, offset
by production losses and spending for the Global 7000/8000;
-- BT generates slow growth, excluding the impact of foreign
currency, and slightly improved EBIT margins.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a negative rating action include:

-- FCF is more negative than Fitch's estimated levels of negative
$2.3 billion in 2015 and negative $1 billion in 2016;
-- Cash balances decline below $2 billion before there is a clear
path to reach positive FCF;
-- CSeries production encounters unexpected challenges or delays
that increase the program's expected use of cash;
-- Weak industry demand in the aerospace business, beyond the cuts
already planned, leads to materially lower deliveries;
-- Operating margins deteriorate consistently at BT.

Future developments that may, individually or collectively, lead to
a stable Rating Outlook include:

-- FCF improves and appears likely to reach a breakeven level by
sometime in 2018;
-- Steady improvements in segment operating margins, excluding the
expected negative impact of CSeries production;
-- Order rates for business and regional aircraft support high
customer advances;
-- Consistently lower leverage, including debt/EBITDA below 6.0x.

LIQUIDITY

BBD's liquidity at Sept. 30, 2015 included cash of $2.3 billion,
down from $3.1 billion at June 30, and approximately $1.3 billion
of availability under bank facilities. In addition to a $750
million bank revolver available to BBD and BA that matures in 2018,
BT has a separate EUR500 million revolver that matures in 2017.
Both facilities were unused. BA and BT also have letter of credit
(LC) facilities that are used to support performance risk and
secure advance payments from customers.

There are no material scheduled debt repayments prior to 2018, but
BBD makes significant pension contributions which it estimates will
total $320 million in 2015. Net pension liabilities totaled $2.1
billion at the end of 2014, including $1.35 billion at funded
plans.

In addition to the two committed bank facilities, BBD has other
facilities including a performance security guarantee (PSG)
facility that is renewed annually as well as bilateral agreements
and bilateral facilities with banks and insurance companies. BA
uses committed sale and leaseback facilities ($216 million
outstanding at Sept. 30, 2015) to help finance its trade-in
inventory of used business aircraft. In addition, BT uses
off-balance-sheet facilities that increase BBD's effective
leverage. These facilities include non-recourse factoring
facilities in Europe (approximately $1.1 billion outstanding at
Sept. 30, 2015) and forfaiting arrangements with third party
advance providers ($336 million at Sept. 30, 2015) under which BT
receives funds in exchange for rights to customer payments on
long-term contracts at BT.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

-- IDR at 'B';
-- Senior unsecured bank revolver at 'B'/'RR4';
-- Senior unsecured debt at 'B'/'RR4';
-- Preferred stock at 'CCC+'/'RR6'.

The Rating Outlook is Negative.

BBD's debt at Sept. 30, 2015, as calculated by Fitch, totaled
approximately $9.4 billion. The amount includes sale and leaseback
obligations and is adjusted for $347 million of preferred stock
which Fitch gives 50% equity interest. The debt amount excludes
adjustments for interest swaps reported in long-term debt as the
adjustments are expected to be reversed over time.



BOOMERANG SYSTEMS: Sullivan & Worcester Replaces Togut as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Boomerang Systems Inc., to employ Togut, Segal & Segal LLP as
counsel nunc pro tunc to the Petition Date until Sept. 13, 2015,
and Sullivan & Worcester LLP as general bankruptcy counsel as of
Sept. 14, 2015.

On Sept. 14, 2015, the Debtors filed a notice of substitution of
counsel substituting Sullivan Worcester as counsel in place of the
Togut firm.

The Debtors submit that the application is an amendment to the
prior application by seeking approval of the Togut firm's retention
for the period from the Petition Date until Sept. 13, 2015.

The Debtors noted that Sullivan & Worcester has agreed to lower the
rates of certain attorneys billing on the matter in order to ensure
that it does not charge more for the services rendered than the
Togut firm would have charged.

Sullivan & Worcester will, among other things:

   1. attend meetings and negotiate with representatives of
creditors and other parties-in-interest;

   2. prepare on the Debtors' behalf motions, applications,
adversary proceeding, answers, order, reports and papers necessary
to the administration of the estates; and

   3. advise the Debtors in connection with their proposed
restructuring transaction.

The hourly rates for Sullivan & Worcesters' personnel are:

         Partners                $540 - $1,000
         Associates              $325 -   $575
         Counsel                 $420 -   $785
         Paraprofessionals       $210 -   $375
         and Law Clerks

Sullivan & Worcester will also seek reimbursement for actual and
necessary expenses.

As set forth in Declaration of Jeffrey R. Gleit, a partner at
Sullivan & Worcester,  the Debtors prior counsel, the Togut firm
has been paid $125,000 for fees and reimbursement incurred prior to
the Petition Date.  Sullivan & Worcester incurred no fees or
expenses prior to Sept. 14, 2015.

To the best of the Debtors' knowledge, Sullivan & Worcester is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Boomerang Tube

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

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

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


BROADWAY FINANCIAL: Announces Profits for Third Quarter 2015
------------------------------------------------------------
Broadway Financial Corporation, parent company of Broadway Federal
Bank, f.s.b., reported net income of $979,000, or $0.03 per diluted
common share, for the third quarter of 2015, compared to net income
of $765,000, or $0.04 per diluted common share for the third
quarter of 2014.  For the nine months ended Sept. 30, 2015, the
Company reported net income of $3.4 million, or $0.12 per diluted
common share, compared to $1.8 million, or $0.09 per diluted common
share for the first nine months of 2014.

Chief Executive Officer, Wayne Bradshaw commented, "I am happy to
announce that we have now been profitable for seven consecutive
quarters despite a highly competitive lending environment and
lending restrictions resulting from the regulatory orders currently
in effect for the Bank.  We began 2015 with two primary objectives:
(i) establishing Broadway as a leading lender for multi-family
residential properties in Southern California, particularly
properties within our core market of low-to-moderate income
communities; and (ii) obtaining rescission of the regulatory orders
and related restrictions that have now been in effect for five
years.  We believe that we have accomplished our first goal as
supported by our track record of growing loan originations: for the
first nine months of 2015 we originated over $100 million of new
loans secured by multi-family residential ("MFR") properties, after
originating over $95 million of MFR loans for the full calendar
year in 2014, and over $37 million in 2013, when we initiated our
focus on this market.  This MFR loan growth has been accomplished
by leveraging our team's established network of relationships with
owners and managers of smaller, multi-family properties, and their
brokers, within low-to-moderate income communities.

During the first nine months of 2015, we implemented a number of
changes to our balance sheet as part of our plan to obtain
rescission of the regulatory orders in effect for Broadway.  As
previously disclosed, over the past few years we have implemented
changes to our policies, procedures and personnel to comply with
the Consent Order entered into by the Bank with the Office of the
Comptroller of the Currency ("OCC") (the "Consent Order") and
related restrictions imposed by the OCC, the Bank's primary
regulator.  Since late 2014 the primary regulatory restriction
impacting our operations has been a limitation on our loan
concentration in multi-family lending.  As a result, we have been
selling multi-family loans throughout 2015, which, with the sale of
over $80 million of multi-family loans during the third quarter,
totaled $140 million of loan sales through the end of September.
More importantly, the Bank is now below the limitation on loan
concentration in multi-family lending prescribed by the OCC.
Nonetheless, we are further expanding our capacity for holding new
MFR loans that we expect to originate by re-investing proceeds from
the year-to-date loans sales, as well as funds received from an
increase in deposits, into the purchase of prime single family
residential ("SFR") loans; as of the end of September we had
committed to purchase over $110 million of prime SFR loans, which
we expect to close early in the fourth quarter.  These steps are
designed to help us obtain rescission of the Consent Order, as well
as grow our core earnings, diversify our portfolio mix, and expand
our capacity for growth in core interest earnings assets.

In addition, during the third quarter we continued our efforts to
improve the quality of our loan portfolio and assets as part of our
plan to obtain rescission of the Consent Order.  These efforts
resulted in the following at Sept. 30, 2015:

   * Non-performing loans were $5.7 million, or 2.5% of total
     loans and 1.4% of total assets, including $4.6 million of
     non-performing loans for which the borrowers were current in
     their payments;

   * Delinquencies were $1.3 million, or 0.54% of total loans;

   * Annualized net charge-offs were 0.02% of average loans for
     the first nine months of 2015;

   * The allowance for loan and lease losses was 532% of total
     delinquent loans;

   * Real estate owned consisted of one property with a book value

     of less than $600 thousand, which was sold shortly after the
     end of the third quarter;

   * The Bank's Total Risk-Based Capital ratio was 21.35% and
     Leverage Ratio was 11.83%."

Earnings Summary

For the third quarter of 2015, net interest income before loan loss
provision recapture totaled $2.8 million, compared to $2.9 million
for the third quarter of 2014.  The decrease in net interest income
of $118,000 primarily resulted from a decrease of 37 basis points
in the average yield on loans, which was partially offset by the
impact of an increase of $8.7 million in the average balance of
loans receivable (including loans held for sale).  The lower
average yield on loans for the third quarter of 2015 was primarily
due to payoffs of loans that carried higher coupon rates than the
average yield on total loans, lower coupon rates on loan
originations as a result of the low interest rate environment, and
higher amortization expense on deferred origination costs.

The Company's net interest margin declined to 3.09% in the third
quarter of 2015 from 3.56% in the comparable period in 2014 because
of the decline in average yield on loans, but this was partially
offset by a reduction of 11 basis points (0.11%) in the cost of
funds.

For the first nine months of 2015, net interest income before loan
loss provision recapture totaled $8.9 million, compared to $8.6
million for the first nine months of 2014.  The increase in net
interest income of $269,000 primarily resulted from an increase of
$30.5 million in the average balance of loans receivable.  The
income from the higher average balance of loans receivable more
than offset the impact of a lower average yield on the loans, which
decreased 54 basis points to 4.92% for the first nine months of
2015 from 5.46% for the comparable period in 2014.  Our net
interest margin declined to 3.36% in the first nine months of 2015
from 3.55% in the comparable period in 2014 because of the decline
in average yield on loans, offset in part by a reduction of 9 basis
points (0.09%) in the cost of funds.

The Company recorded a loan loss provision recapture of $200,000
for the third quarter of 2015, compared to $950,000 for the same
period a year ago.  The loan loss provision recapture during the
third quarter of 2015 was primarily due to the continued
improvements in asset quality.

Non-interest income for the third quarter of 2015 totaled $992,000,
compared to $165,000 for the third quarter of 2014.  The increase
of $827,000 in non-interest income during the third quarter of 2015
was primarily due to a net gain on sale of loans of $738,000 and an
increase of $23,000 in gain on sale of REOs.

Non-interest expense for the third quarter of 2015 totaled $3.0
million compared to $3.3 million for the third quarter of 2014.
The decrease of $263,000 in non-interest expense during the third
quarter of 2015 was primarily due to a decrease of $57,000 in REO
expense, principally reduced valuation write-downs, a decrease of
$55 thousand in FDIC assessments, despite an increase in deposits,
and a decrease of $149,000 in other expense, primarily reflecting
lower appraisal expenses and the reversal of previously recognized
provisions related to unfunded loan commitments resulting from a
decrease in unfunded loan commitments.

The Company recorded income tax provision of $8 thousand for the
third quarter of 2015, compared to $0 for the third quarter of
2014.  The low tax expense and effective tax rate for both periods
primarily reflected the use of tax carryforwards to offset current
taxable income in the periods presented.  As of Sept. 30, 2015, the
Company had $7.6 million of deferred tax assets, which were fully
reserved.

Balance Sheet Summary

Total assets increased by $53 million to $403.9 million at
Sept. 30, 2015, from $350.9 million at Dec. 31, 2014, primarily
reflecting an increase in deposits.  The growth in assets was
primarily invested in cash and cash equivalents, which increased by
$129.7 million, reflecting the increase in deposits, the sale of
$140.2 million in MFR loans, a decrease of $2.3 million in
securities available-for-sale and a decrease of $1.5 million in
REO.  As of Sept. 30, 2015, the Bank had committed to purchase $110
million of prime SFR loans, which the Company expects to close
early in the fourth quarter using cash and cash equivalents.

During the first nine months of 2015, the Company transferred $91.6
million of multi-family loans from held for investment to held for
sale and allocated $57.6 million, or 57%, of the Company's
originations during the period as held for sale as part of our loan
concentration risk management program.  Also, during the first nine
months of the year, the Company completed sales of $140.2 million
of multi-family loans, including $81.2 million in the third quarter
that generated the net aggregate gain on loan sales.

Deposits increased to $274.9 million at Sept. 30, 2015, from $217.9
million at Dec. 31, 2014, primarily reflecting an increase of $44.1
million in certificates of deposit and an increase of $12.9 million
in core deposits, primarily from one deposit relationship.  FHLB
advances decreased to $77.5 million at
Sept. 30, 2015, from $86 million at Dec. 31, 2014, as the Company
repaid $8.5 million of the more expensive advances with proceeds
from our bulk loan sale of $46.8 million in June 2015.

Stockholders' equity was $40.6 million, or 10.06% of the Company's
total assets, at Sept. 30, 2015, compared to $37.3 million, or
10.62% of the Company's total assets, at Dec. 31, 2014.  The
Company's book value was $1.40 per share as of Sept. 30, 2015,
compared to $1.28 per share as of Dec. 31, 2014.

At Sept. 30, 2015, the Bank's Total Capital ratio was 21.35%, its
Common Equity Tier 1 Capital ratio was 20.08% and its Leverage
ratio (Tier 1 Capital to adjusted total assets) was 11.83% compared
to a Total Capital ratio of 17.69% and a Leverage ratio of 11.34%
at Dec. 31, 2014.

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is regulated by the Board of Governors of the Federal
Reserve System.  The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.

As of June 30, 2015, the Company had $359.2 million in total
assets, $319.5 million in total liabilities and $39.6 million in
total stockholders' equity.

                         Regulatory Matters

As a result of significant deficiencies in the Company's and the
Bank's operations noted in a regulatory examination in early 2010,
the Company and the Bank were declared to be in "troubled
condition" and agreed to the issuance of the cease and desist
orders by the regulatory predecessor of the Office of the
Comptroller of the Currency for the Bank and the Board of Governors
of the Federal Reserve System for the Company effective Sept. 9,
2010, requiring, among other things, that the Company and the Bank
take remedial actions to improve the Bank's loan underwriting and
internal asset review procedures, to reduce the amount of its
non-performing assets and to improve other aspects of the Bank's
business, as well as the Company's management of its business and
the oversight of the Company's business by the Board of Directors.
Effective Oct. 30, 2013, the Order for the Bank was superseded by a
Consent Order entered into by the Bank with the OCC.  As part of
the Consent Order, the Bank is required to attain, and thereafter
maintain, a Tier 1 (Core) Capital to Adjusted Total Assets ratio of
at least 9% and a Total Risk-Based Capital to Risk-Weighted Assets
ratio of at least 13%, both of which ratios are greater than the
respective 4% and 8% levels for such ratios that are generally
required under OCC regulations.  The Bank's regulatory capital
exceeded both of these higher capital ratios at Dec. 31, 2014, and
2013.


BROOKE CORP: Preferential Transfer Claims Against GMAC Dismissed
----------------------------------------------------------------
Christopher J. Redmond, the Chapter 7 Trustee of Brooke Capital
Corporation, seeks to recover from GMAC Insurance Management
Corporation as preferential transfers and fraudulent conveyances
approximately $1 million in premium payments transferred by Brooke
Capital to GMAC within the 90 days before the Petition Date.

The parties filed cross-motions for summary judgment, and arguments
on the motions were heard on June 25, 2015.

Judge Dale L. Somers of the United States Bankruptcy Court for the
District of Kansas granted GMAC's Motion for Summary Judgment on
the preferential transfer claim and denied the Trustee's Motion for
Summary Judgment on fraudulent conveyance and prejudgment interest
claims as moot.

The case is CHRISTOPHER J. REDMOND, Chapter 7 Trustee of Brooke
Corporation, Brooke Capital Corporation, and Brooke Investments,
Inc., PLAINTIFF, v. GMAC INSURANCE MANAGEMENT CORPORATION d/b/a
GMAC Integon, DEFENDANT, ADV. NO. 10-6197 (Bankr. D. Ks.).

The bankruptcy case is captioned In Re: BROOKE CORPORATION, et al.,
Chapter 7, DEBTORS, CASE NO. 08-22786 (Bankr. D. Ks.).

A full-text of the Opinion and Order dated September 29, 2015 is
available at http://is.gd/99qgHtfrom Leagle.com.

Christopher Redmond, Brooke Trustee, Plaintiff, represented by John
J. Cruciani, Esq. -- john.cruciani@huschblackwell.com -- Husch
Blackwell LLP, Michael D. Fielding, Esq. --
michael.fielding@huschblackwell.com -- Husch Blackwell LLP, Douglas
J. Schmidt, Esq. -- douglas.schmidt@huschblackwell.com -- Husch
Blackwell LLP

GMAC Insurance Management Corporation d/b/a GMAC Integon,
Defendant, represented by:

John W. McClelland, Esq.
ARMSTRONG TEASDALE
2345 Grand Blvd.
Suite 1500
Kansas City, MO 64108
Phone: 816.221.3420
Fax: 816.221.0786
Email: jmcclelland@armstrongteasdale.com

                       About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--   

was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No.
08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of
$512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


BUNKERS INT'L: Greenberg Traurig Files Rule 2019 Statement
----------------------------------------------------------
Greenberg Traurig P.A., proposed legal counsel to Bunkers
International Corp.'s official committee of unsecured creditors,
disclosed in a court filing the three creditors appointed by the
U.S. trustee to serve on the panel.

The creditors are Orion Holdings Limited, Tropic Oil Company, and
Sprague Operating Resources, LLC.  They hold unsecured claims
against Bunkers International's estate, according to the filing.

Greenberg Traurig made the disclosure pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure.

Greenberg Traurig can be reached at:

     John B. Hutton, Esq.
     Ari Newman, Esq.
     333 S.E. Second Avenue
     Suite 4400
     Miami, Florida 33131
     Telephone: (305) 579-0500
     Facsimile: (305) 579-0717
     E-mail: huttonj@gtlaw.com
             newmarar@gtlaw.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.


BX ACQUISITIONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: BX Acquisitions, Inc.
           dba BX Solutions
        One Air Cargo Parkway
        Swanton, OH 43558

Case No.: 15-33538

Chapter 11 Petition Date: November 2, 2015

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Hon. John P. Gustafson

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER AND RICE, LLC
                  124 E Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  Email: steven@drlawllc.com

Total Assets: $2.15 million

Total Liabilities: $22.04 million

The petition was signed by Christopher Marshall, chief financial
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb15-33538.pdf


C-VAC LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: C-VAC, LLC
        P.O. Box 4172
        Alice, TX 78333

Case No.: 15-20428

Chapter 11 Petition Date: November 2, 2015

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Hon. Marvin Isgur

Debtor's Counsel: Ralph Perez, Esq.
                  CAVADA LAW OFFICE
                  4646 Corona Dr., Ste. 165
                  Corpus Christi, Tx 78411
                  Tel: 361.814.6500
                  Fax: 361.814.8618
                  Email: ralph.perez@cavadalawoffice.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Josh Cornelius, member.

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


CAESARS ENTERTAINMENT: Bid Procedures for Tunica Property Approved
------------------------------------------------------------------
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors sought and obtained from Judge A. Benjamin Goldgar of the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, approval of their bidding procedures and bid
protections in connection with the sale of their Tunica Property.

The bidding procedures provide, among others, the following terms:

     (1) Initial Minimum Overbid: cash in an amount equal to
$3,000,000, plus cash equal to the Break-Up fee of $150,000, plus
$100,000 in cash.

     (2) Sale Hearing: Nov. 2, 2015
     (3) Sale Objection Deadline: Oct. 19, 2015
     (4) Bid Deadline: Oct. 24, 2015
     (5) Auction Date: Oct. 28. 2015

The Debtors relate that they have accepted a stalking horse bid,
which has been documented in the Stalking Horse PSA by and between
the Debtors and TJM Properties, Inc.  The Debtors have determined
that the Stalking Horse Bid provides significant value for the
Debtors' estates while permitting the Debtors to continue seeking
better offers through the auction process.

The Stalking Horse PSA contains, among others, the following
terms:

     (1) Purchase Price: $3,000,000

     (2) Bid Protections: Break-up Fee in the amount of $150,000.

     (3) Acquired Assets: Substantially all of the Tunica
Property.

     (4) Deposit: $300,000 in cash.

The Debtors are represented by:

          James H.M. Sprayregen, Esq.
          David R. Seligman, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312)862-2000
          Facsimile: (312)862-2200
          E-mail: james.sprayregen@kirkland.com
                  david.seligman@kirkland.com

                 - and -

          Paul M. Basta, Esq.
          Nicole L. Greenblatt, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: paul.basta@kirkland.com
                  nicole.greenblatt@kirkland.com

                   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.



CAESARS ENTERTAINMENT: CEC Accused of Vote-Buying by Noteholders
----------------------------------------------------------------
The Official Committee of Second Priority Noteholders ("Noteholder
Committee"), in an adversary proceeding, asks the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, for
declaratory and injunctive relief regarding Caesars Entertainment
Corporation's ("CEC") unlawful effort to purchase votes from
holders of Second Priority Notes pursuant to the Restructuring
Support and Forbearance Agreement, dated July 20, 2015 ("Second
RSA").

The Noteholder Committee contends that CEC has agreed to make
payments to Second Priority Noteholders who become parties to the
Second RSA by a specified date ("Forbearance Fee Parties") in
exchange for the agreement of those holders, among other things:
(a) to vote in favor of a Plan that provides a broad release of
valuable estate and third-party claims against CEC and its
affiliates, and enables CEC to retain ownership and control of CEOC
in violation of the absolute priority rule; and (b) not to support
or vote for any alternative plan or restructuring of CEOC. The
Noteholder Committee further contends that the payments to be made
by CEC include $200 million in convertible notes to be issued by
CEC, misleadingly called the "RSA Forbearance Fees."  The
Noteholder Committee relates that those notes will be shared only
by the "Forbearance Fee Parties" and not by any other noteholders
or creditors.  It further relates that if the class of Second
Priority Notes as a whole ultimately votes to reject the Plan,
another $200 million in CEC convertible notes and an additional
combination of PropCo equity interests, cash payments and
consideration valued at more than $89 million that otherwise would
have been distributed under the Plan to the entire class of Second
Priority Notes instead will be delivered to the locked-up Second
Priority Noteholders.

The Noteholder Committee tells the Court that CEC's vote-buying
efforts will result in a fatally-flawed solicitation process and
cause irreparable harm to all Second Priority Noteholders,
including those who will be deprived of hundreds of millions of
dollars if they choose not to sign the Second RSA and those who are
coerced into signing the Second RSA and then face the prospect of
designation of their votes.

The Official Committee of Second Priority Noteholders is
represented by:

          Timothy Hoffman, Esq.
          JONES DAY
          77 West Wacker Drive
          Chicago, IL 60601
          Telephone: (312)782-3939
          Facsimile: (312)782-8585
          E-mail: thoffman@jonesday.com

                 - and -

          Bruce Bennett, Esq.
          James O. Johnston, Esq.
          Sidney P. Levinson, Esq.
          Joshua M. Mester, Esq.
          Joshua D. Morse, Esq.
          JONES DAY
          555 South Flower Street
          Fiftieth Floor
          Los Angeles, CA 90071      
          Telephone: (213)489-3939
          Facsimile: (213)243-2539
          E-mail: bbennett@jonesday.com
                  jjohnston@jonesday.com
                  slevinson@jonesday.com
                  jmester@jonesday.com
                  jmorse@jonesday.com

                   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.



CAESARS ENTERTAINMENT: Palace Getting $75M Upgrade
--------------------------------------------------
ABI.org reported that Caesars Palace on the Las Vegas Strip is
getting a $75 million upgrade for its 50th birthday despite facing
a complicated bankruptcy reorganization and millions of dollars in
fines.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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



CAESARS ENTERTAINMENT: UCC Seeks Nod to Pursue Actions
------------------------------------------------------
The Statutory Unsecured Claimholders' Committee ("UCC") of Caesars
Entertainment Operating Company, Inc., et. al., asks the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to grant it derivative standing to commence, prosecute,
and settle certain actions on behalf of the Debtors' estates.

The UCC wants standing to challenge certain claims, question the
validity, extent and enforceability of, and seek to avoid certain
prepetition security interests, mortgages and liens that Caesars
Entertainment Operating Company, Inc. ("CEOC") and its
Debtor-subsidiaries ("Subsidiary Pledgors") purported to grant to
Credit Suisse AG, Cayman Islands Branch ("First Lien Collateral
Agent"), on behalf of holders of the First Lien Debtor, and
Delaware Trust Company ("Second Lien Collateral Agent"), on behalf
of holders of the Second Lien Debt.

The UCC contends that in the Final Cash Collateral Order, the
Debtors stipulated, among other things, that the prepetition first
lien claims listed in the Final Cash Collateral Order constituted
"allowed claims against each of the CEOC and each of the Subsidiary
Pledgors," and the liens securing such claims are valid, binding,
enforceable, non-avoidable, and properly perfected. The UCC further
contends that the Debtors' stipulations were, however, expressly
subject to paragraph 12 of the Final Cash Collateral Order, which
protects the right of the UCC to challenge the Debtors'
stipulations and to seek to avoid and to object to security
interests and claims against property of the Debtors' estates.  The
UCC tells the Court that given the Debtors' stipulations in respect
of the first lien security interests and liens, the Debtors cannot
bring any challenges.  It further tells the Court that the first
lien lenders and noteholders are the recipients of the Debtors'
stipulations and cannot attack their own liens.  The UCC adds that
the constituency of the statutory second priority noteholders'
committee holds liens and claims overlapping with the first lien
lenders and noteholders, received certain liens constituting
voidable preferences, and is prohibited by the terms of its
intercreditor agreement with the first lien lenders and noteholders
from advocating positions adverse to first liens and claims.  The
UCC relates that the challenge deadline applicable to the Debtors,
first lien holders and second lien holders expired on June 9, 2015.
The UCC asserts that it remains the only and the most appropriate,
entity to prosecute the challenges contemplated.

The UCC requests authority to commence, among others, the following
challenges:

     (a) Commercial Tort Claims. The Debtors pledged their
commercial tort claims to secure the first lien and second lien
debt.

     (b) Second Lien Pledge of Commercial Tort Claims was a
Preference.  The Debtors granted second lien holders a lien against
commercial tort claims on November 25, 2014, which was less than
ninety days before these chapter 11 cases were filed and thus such
grant is avoidable as a preference under Bankruptcy Code section
547.

     (c) No Liens against any Claims Under Insurance Policies.  The
Pledgors have purchased certain insurance policies.  The first
lienholders and second lienholders were granted liens on "general
intangibles," which include insurance policies. Uniform Commercial
Code section 9-109(d)(8) excludes interests in and any claim under
any insurance policy from the scope of Article 9.  Therefore, to
create and perfect their purported security interests against
claims under insurance policies that fall outside the scope of
Article 9, the first lienholders and second lienholders must
satisfy applicable non-Article 9 law.  To date, the UCC has not
received any indication the first lienholders and second
lienholders have perfected security interests under non-Article 9
law in an interest in or a claim under an insurance policy.
Accordingly, any purported liens against "general intangibles" do
not entitle the first lienholders and the second lienholders to any
claims under insurance policies.

     (d) Ineffective Security Interests in Gaming Licenses, Liquor
Licenses, and Equity of Entities that Hold Gaming Licenses.  With
limited exceptions, the states in which the Debtors operate
prohibit the grant of liens against gaming or liquor licenses, as
well as the equity of entities that hold gaming licenses, unless
approval of the state is obtained for such grant.  The UCC has not
found, and the Debtors have not provided, any governmental
approvals of liens against the gaming and liquor licenses, and only
a limited number of approvals for the pledge of equity of entities
that hold such gaming licenses.

     (e) Ineffective Mortgages against Riverboat Casinos.  The
Debtors own many riverboat or dockside casinos that may constitute
vessels under applicable law.  For certain of these casinos,
irrespective of whether they are considered vessels or real
property, the UCC has not located a recorded mortgage against such
properties.

     (f) Unencumbered Real Property.  The UCC has not located and
the Debtors have not provided a recorded real estate mortgage
against certain properties.

     (g) Ineffective Security Interests in Intellectual Property.
The UCC has found no record of perfection of the copyrights with
the United States Copyright office for the following works: (i) A
Course Study for Pai Gow (TXU191246) and; (ii) Alligator Sculpture
(VAU420946).

The Statutory Unsecured Claimholders' Committee is represented by:

          Martin J. Bienenstock, Esq.
          Judy G.Z. Liu, Esq.
          Philip M. Abelson, Esq.
          Vincent Indelicato, Esq.
          PROSKAUER ROSE LLP
          Eleven Times Square
          New York, NY 10036
          Telephone: (212)969-3000
          Facsimile: (212)969-2900
          E-mail: mbienenstock@proskauer.com
                  jliu@proskauer.com
                  pabelson@proskauer.com
                  vindelicato@proskauer.com

                    - and -

          Mark K. Thomas, Esq.
          Jeff J. Marwil, Esq.
          Paul V. Possinger, Esq.
          Brandon W. Levitan, Esq.
          PROSKAUER ROSE LLP
          Three First National Plaza
          70 West Madison, Suite 3800
          Chicago, IL 60602      
          Telephone: (312)962-3550
          Facsimile: (312)962-3551
          E-mail: mthomas@proskauer.com
                  jmarwil@proskauer.com
                  ppossinger@proskauer.com
                  blevitan@proskauer.com

                   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 Feb. 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.



CALERES INC: S&P Revises Recovery Rating After Credit Line Upsized
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Caleres Inc.'s $200 million senior notes to '4' from '3', which
does not result in a change to the 'BB' issue-level rating.  The
'4' recovery rating indicates S&P's expectation for moderate
recovery at the high end of the 30% to 50% range.

The rating action reflects the upsizing of the company's ABL
revolver to $600 million from $530 million.  S&P has valued the
company on a going concern basis using a 5x multiple applied to
S&P's projected emergence-level EBITDA of around $105 million.

S&P continues to expect the company will gradually grow market
share with good merchandising that resonates well with consumers
and an effective wholesale Brand Portfolio strategy.  S&P forecasts
leverage to be in the low-2.0x range and funds from operations to
debt to be in the mid-30.0% range over the next 12 to 24 months.
All other ratings, including the 'BB' corporate credit rating and
stable outlook on the company remain unchanged.

For the complete corporate credit rating rationale, see Standard &
Poor's report on Caleres, published June 24, 2015.

RATINGS LIST

Caleres Inc.
Corporate Credit Rating      BB/Stable/--

Recovery Rating Revised
Caleres Inc.
$200M senior notes           BB           BB
  Recovery rating             4H           3L



CHURCH STREET: Settlement with National Union Partially Denied
--------------------------------------------------------------
The Liquidating Trust for CS DIP, LLC, f/k/a Church Street Health
Management, LLC, and National Union hammered out a settlement of
the Coverage Case.  The Settlement Agreement provides that National
Union will pay the Liquidating Trust $39,000,000.  In exchange, the
Liquidating Trust will release National Union from all claims under
the policies and will sell the policies and coverage rights to
National Union.  The Settlement Agreement imposes a channeling
injunction that directs all Patient Claims to the Liquidating
Trust.  There is an exception to this channeling injunction for
claims against FORBA LLC, FORBA NY LLC, DeRose Management Company,
DD Marketing, Inc., Danny DeRose, Edward DeRose, Michael DeRose,
William Mueller, Michael Roumph, Richard Lane or Adolph Padula, the
Former Owners.  The Trust Advisory Committee approved the
Settlement Agreement.

Three objections were filed to the Settlement Motions -- (1)
Continental Casualty Company; (2) Former Owners; and, (3) Sterling
Mustered, an individual Small Smiles patient.  The main sources of
controversy are the releases granted National Union, the injunction
that will cut off recovery for contribution, indemnity, subrogation
and direct claims by co-insureds, and the exclusion of Former
Owners from the benefits of the releases and injunction.

Judge Keith M. Lundin of the United States Bankruptcy Court for the
Middle District of Tennessee denied in part the approval of the
settlement of National Union's liability in the reorganization of
the Small Smiles Dental Clinics.

The cases are captioned In re: CS DIP, LLC (f/k/a Church Street
Health Management, LLC), SSHC DIP, LLC (f/k/a Small Smiles Holding
Company, LLC), and FNY DIP, LLC (f/k/a FORBA NY, LLC), Chapter 11
Debtors, CASE NOS. 3:12-BK-01573, 3:12-BK-01574, 3:12-BK-01575,
JOINTLY ADMINISTERED UNDER CASE NO. 12-01573 (Bankr. M.D. Tenn.).

A full-text of the Memorandum dated October 9, 2015 is available at
http://is.gd/uVbTYNfrom Leagle.com.

Debtors are represented by Jason W. Callen, Esq. --
jason.callen@butlersnow.com -- BUTLER SNOW LLP, Kenneth Scott
Leonetti, Esq. -- kleonetti@foleyhoag.com -- FOLEY HOAG LLP,
Kathleen G. Stenberg, Esq. -- katie.stenberg@wallerlaw.com --
WALLER LANSDEN DORTCH & DAVIS LLP, Robert P. Sweeter, Esq. --
robert.sweeter@wallerlaw.com -- WALLER LANSDEN DORTCH & DAVIS LLP,
John Charles Tishler, Esq. -- john.tishler@wallerlaw.com -- WALLER
LANSDEN DORTCH & DAVIS LLP, Robert J. Welhoelter, Esq. --
robert.welhoelter@wallerlaw.com -- WALLER LANSDEN DORTCH & DAVIS
LLP, Reba Brown, Esq. -- rbrown@lewisthomason.com -- LEWIS,
THOMASON, KING, KRIEG & WALDROP, John Mark Tipps, Esq. --
Mark.Tipps@butlersnow.com -- WALKER TIPPS & MALONE, H. Buckley
Cole, Esq. -- hbcole@hallboothsmith.com -- HALL BOOTH SMITH, PC.

                        About Church Street

Church Street Health Management, LLC, which provided management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee, on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

The U.S. Trustee for Region 8 removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.

The Effective Date of the Second Amended Joint Plan of
Reorganization proposed by CS DIP, LLC, f/k/a Church Street Health
Management, LLC, and its debtor affiliates and the Official
Committee of Unsecured Creditors, occurred on April 15, 2013.


CLEAN BURN: Ch. 7 Trustee Wins Partial Summary Judgment vs. Perdue
------------------------------------------------------------------
Clean Burn filed a preference action seeking to avoid $14,958,293
in payments made to Perdue BioEnergy, LLC.  Sara Conti, Chapter 7
Trustee for Clean Burn, seeks summary judgment on the prima facie
elements of a preference under 11 U.S.C. Section 547(b) and on
Perdue's affirmative defenses under 11 U.S.C. Sections 546(e) and
(g).  Concurrently, Perdue seeks summary judgment on its
affirmative defenses found in 11 U.S.C. Sections 546(e), (g), and
11 U.S.C. Section 547(c).

Judge Catharine R. Aron of the United States Bankruptcy Court for
the Middle District of North Carolina, Durham Division, granted
Trustee's Motion for Summary Judgment as to Section 547(b) and
ordered the Trustee to present the Court with a list within thirty
days of any additional contracts for which it contends the maturity
date is two days or less than the date of contracting with respect
to Perdue's Motion for Summary Judgment as to its Section 546(e)
defense.  If the Trustee does not provide this list, the Court will
enter an order granting summary judgment as to all other contracts
and denying summary judgment as to the two contracts previously
identified.

Judge Aron denied Perdue's Motion for Summary Judgment with respect
to its Sections 547(c)(1) and (4) defenses; and its Motion for
Summary Judgment with respect to its Section 547(c)(2) defense.

The case is captioned SARA A. CONTI, Trustee for CLEAN BURN FUELS,
LLC Plaintiff, v. PERDUE BIOENERGY, LLC, Defendant, ADV. PRO. NO.
13-09012 (Bankr. M.D.N.C.).

The bankruptcy case is captioned In re: CLEAN BURN FUELS, LLC,
Chapter 7 Debtor, CASE NO. 11-80562 (Bankr. M.D.N.C.).

A full-text of the Opinion and Order dated September 29, 2015 is
available at http://is.gd/VqHzn2from Leagle.com.

Sara A. Conti, Plaintiff, represented by:

John Paul H. Cournoyer, Esq.
Vicki L. Parrott, Esq.
Northen Blue, LLP
1414 Raleigh Rd., Suite 435
P.O. Box 2208
Chapel Hill, NC 27515
Phone: 919-968-4441
Fax: 919-942-6603
Email: JP Cournoyer
       vlp@nbfirm.com

Perdue BioEnergy, LLC, Defendant, represented by:

Gregory Byrd Crampton, Esq.
Nicholls & Crampton, P.A.
Raleigh, North Carolina
Phone: 919-645-4062
Fax: (919) 782-0465

                   About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC was the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in Raeford, North Carolina, in August 2010
and started producing and selling ethanol and dried distillers
grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represented
the Debtor.  Anderson Bauman Tourtellot Vos & Co. served as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP served as
special counsel to assist the Debtor in its state court litigation

matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

The Debtor lost its assets when the bankruptcy court in Durham,
North Carolina permitted foreclosure in July 2011.  The
foreclosing lender was Cape Fear Farm Credit ACA, owed $66
million.  In January 2012, the bankruptcy court appointed a
Chapter 11 trustee.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.  Charles M. Ivey, Esq., at Ivey McClellan

Gatton, in Greensboro, N.C., represented the Creditors' Committee
as counsel.

In September 2012, the case was converted to Chapter 7 and Ms.
Conti was named Chapter 7 trustee.


COLT DEFENSE: Files Financial Projections, Liquidation Analysis
---------------------------------------------------------------
Colt Holding Company LLC, et al., filed their financial projections
and liquidation analysis in support of their Joint Plan of
Reorganization ahead of the Nov. 6 hearing on the approval of the
disclosure statement explaining the Plan.

As previously reported by The Troubled Company Reporter, Judge
Laurie Selber Silverstein of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on Nov. 6, 2015 at
10:00 a.m. (Eastern Standard Time) to consider approval of the
disclosure statement explaining the Debtors' Plan.

As reported in the Oct. 13, 2015 edition of the TCR, the Debtors
have proposed a plan of reorganization premised on a $50 million
exit financing facility from private-equity owner Sciens Capital
Management, LLC, Fidelity National Financial Inc., Newport Global
Advisors LP, and certain other lenders.

The Debtors will raise $50 million in new capital from the private
Offering of Offering Units consisting of (i) third lien secured
debt to be issued pursuant to a third lien exit facility and (ii)
100% of the New Class A LLC Units.  Participants in the private
Offering consist of the Sciens Group, certain members of the
Consortium, and Eligible Holders of Senior Notes Claims.  The
aggregate new capital raised through the Offering may be increased
by up to $5 million.

Each Holder of an Allowed General Unsecured Claim will receive a
note -- subordinate to the Exit Facilities -- or other
consideration as reasonably agreed upon by the Debtors, the RSA
Creditor Parties, and the Term Loan Exit Lenders, such
consideration to represent a percentage of recovery that is
reasonably equivalent to the percentage of recovery realized by the
Holders of Allowed Senior Notes Claims.  These Claims are Impaired
under the Plan.

A blacklined version of the Disclosure Statement dated Oct. 30,
2015, is available at http://bankrupt.com/misc/COLTds1030.pdf

                      About Colt Defense

Colt Defense LLC is one of the world's oldest and most iconic
designers, developers, and manufacturers of firearms for military,
law enforcement, personal defense, and recreational purposes and
was founded over 175 years ago by Samuel Colt, who patented the
first commercial successful revolving cylinder firearm in 1836 and
began supplying U.S. and international military customers with
firearms in 1847.  Colt is incorporated in Delaware and
headquartered in West Hartford, Connecticut.

In 1992, Colt Manufacturing Company, then the principal operating
subsidiary, filed chapter 11 petitions (Bankr. D. Conn.).  An
investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan
and emerge from Bankruptcy in 1994.

Sometime after 1994, majority ownership of the Company Transitioned
from Zilkha & Co. to Sciens Capital Management.

Colt Holding Company LLC and nine affiliates, including Colt
Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D.
Del. Lead Case No. 15-11296) for relief under Chapter 11 of the
Bankruptcy Code to pursue a sale of the assets as a going concern.

Colt Defense estimated $100 million to $500 million in assets and
debt.

On June 16, 2015, the Court directed the joined administration of
the assets.

The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny
& Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as
claims and noticing agent.  Perella Weinberg Partners L.P. is
acting as financial advisor of the Company, and Mackinac Partners
LLC is acting as its restructuring advisor.

Wilmington Savings Fund Society, FSB, as agent under the $13.3
million Term DIP Loan Agreement, is represented by Pryor Cashman
LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's
Leonard Klingbaum, Esq.  

Cortland Capital Market Services LLC, as agent under the $6.67
million Senior DIP Credit Agreement, is represented by Holland &
Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan
LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's
Richard Borins, Esq., and Tracy Sandler, Esq.

The U.S. Trustee for Region 3 appointed five creditors of Colt
Defense Inc. and its affiliates to serve on the official committee
of unsecured creditors.  MagPul Industries Corp. has resigned from
the committee leaving only four Committee members.

Sciens Capital is represented by Skadden, Arps, Slate, Meagher &
Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq.

                           *     *     *

Colt's equity sponsor, Sciens Capital Management, has agreed to
act as a stalking horse bidder in a proposed asset sale.  The
Debtors called off the bankruptcy auction after no potential buyers
emerged by an Oct. 16, 2015 deadline.

The Debtors on Oct. 9 filed a proposed plan of reorganization
premised on a $50 million exit financing facility from
private-equity owner Sciens Capital Management, LLC, Fidelity
National Financial Inc., Newport Global Advisors LP, and certain
other lenders.  The Plan secures options for the Company to
continue operations in West Hartford, Connecticut on a long-term
basis.


COMPUTER SCIENCES: Moody's Raises Probability of Default to Ba2
---------------------------------------------------------------
Moody's Investors Service has upgraded the Probability of Default
Rating (PDR) of Computer Sciences Government Services, Inc. by one
notch to Ba2-PD from Ba3-PD, to be at the same level as the
Corporate Family Rating of Ba2.  All other debt ratings of CS Gov
are unaffected, including the CFR and senior secured ratings of
Ba2.

RATINGS RATIONALE

Setting the PDR at the same rating level as the CFR follows
assessment of the relative amount of unsecured non-debt claims
(pension, lease and trade) compared to the total claims that would
likely exist at reorganization, which could compete for recovery
with secured debt.  The unsecured claims relative to the total
claims would likely be of a magnitude that the expected recovery
for the debt would be at an average level, rather than a
better-than-average.  The family level recovery has been revised to
50% from 65%.  There is no change to instrument ratings.

Rating changed:

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

Ratings unaffected:

  Corporate Family Rating, Ba2
  Senior Secured, Ba2 LGD 3
  Speculative Grade Liquidity, SGL-2
  Rating Outlook, unaffected at Stable

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

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



CONAGRA FOODS: Fitch Affirms 'BB+' Subordinated Notes Rating
------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDRs) for ConAgra Foods, Inc. (ConAgra) and its subsidiary,
Ralcorp Holdings, Inc. (Ralcorp) at 'BBB-' and short-term IDR at
'F3'. The Rating Outlook has been revised to Stable from Negative.

A full list of ratings follows at the end of this release.

KEY RATING DRIVERS

Leverage Expected to Reduce to Low 3.0x

The affirmation follows CAG's announcement that it has reached a
definitive agreement to sell its private label operations to
TreeHouse Foods for approximately $2.7 billion in cash and use the
proceeds primarily for debt reduction, in accordance with the
company's public statement and goal to maintain strong financial
flexibility and an investment grade rating. Assuming ConAgra pays
down $2 billion-$2.3 billion in debt, leverage would be 3.0x-3.2x
on EBITDA of $1.9 billion in EBITDA (after removing $300 million in
EBITDA contribution from the private brand business), versus fiscal
2015 leverage of 3.6x. The transaction is expected to close in the
first quarter of 2016.

Business Profile Improves

Profitability in the company's private brands business had been
weak with EBITDA margins down more than 500 basis points (bps) to
9% in fiscal 2015 due to a highly competitive bidding environment,
combined with service-related issues and execution shortfalls,
which had negatively impacted results and near term expectations
for volume, pricing and margins. The sale of the private brand
business improves pro forma EBITDA for the remaining business to
the mid-17% range versus 15.5% in fiscal 2015.

Focus on Core Consumer Branded Business

Fitch has been concerned with both the company's high leverage and
its business prospects. This transaction alleviates the former,
provides some additional financial flexibility, and removes a
distraction such that more focus can be provided to stabilize its
core businesses and drive profitable and consistent growth over
time with a narrower portfolio.

Volumes in its consumer foods business have been in the negative 1%
to 3% range for the last five years, offset by only a modest
improvement in pricing/mix effect in the 1% range. While early,
revenue growth in consumer brands was nearly flat in the first
quarter of fiscal 2016. Modest declines were driven by exiting low
margin SKU's however, brand support activities on faster growing
SKU's will continue.

The company will need to drive productivity improvements in SG&A,
supply chain and trade spending to support future investments in
marketing, infrastructure, innovation, and acquisitions. In October
2015, CAG announced that it expects to realize at least $300
million of efficiency benefits within the next three years through
a combination of reductions in SG&A and enhancements to trade spend
processes and tools.

In addition, similar to its industry peers, the company will have
to reposition its branded portfolio over the next few years to exit
low to negative growth brands and invest in health and wellness
brands given shifting consumer preferences.

As a result, Fitch expects modest volume declines will continue but
EBITDA is expected to be flat to modestly higher given a sense of
urgency around cost controls. Continued progress on this front will
be needed to maintain the Stable Outlook.

Additionally, Fitch anticipates that ConAgra will continue to fine
tune its portfolio and the $1.6 billion in capital loss
carry-forward from the Private Brands transaction will be a strong
enabler.

KEY ASSUMPTIONS

-- The Private Brand sale to TreeHouse Foods closes and the
company uses approximately $2 billion to reduce debt bringing
leverage to low 3.0x range.
-- Fitch expects flat to modest volume declines will continue in
its core businesses but EBITDA is expected to be flat to modestly
higher given cost control initiatives.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a negative rating action include:

-- If weak top line and operating trends continue without material
offset from debt reduction, such that gross leverage (total
debt-to-operating EBITDA) in the low 3.0x range is unsustainable.
Deteriorating free cash flow (FCF) or a sizeable leveraged
transaction would also support a downgrade.

Future developments that may, individually or collectively, lead to
a positive rating action include:

-- A positive rating action is not anticipated in the near term
unless there are other strategic portfolio shifts that improve the
business and its prospects further.
-- In the long term, a positive rating action could be supported
by substantial and growing FCF generation, consistent positive
volume growth in all segments demonstrating that operational issues
have been resolved, along with maintaining leverage in the mid-2x
range.


LIQUIDITY

Ample Liquidity, Manageable Maturities: ConAgra maintains an
undrawn $1.5 billion revolving credit facility expiring Sept. 14,
2018 that provides backup to its commercial paper (CP) program. The
company had $114 million in cash at Aug. 30, 2015. The revolving
credit facility contains covenants that consolidated debt must not
exceed 65% of consolidated capital during the first four quarters
commencing Jan. 29, 2014 and the company's fixed charge coverage
ratio must be greater than 1.75x on a rolling four quarter basis.
ConAgra's long-term debt maturities primarily consist of $1 billion
due in fiscal 2016 and approximately $550 million due in fiscal
2017.

FULL LIST OF RATING ACTIONS

Fitch has affirmed ConAgra Foods, Inc.'s ratings as follows:

-- Long-term Issuer Default Rating (IDR) at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Bank credit facility at 'BBB-';
-- Subordinated notes at 'BB+';
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.

Ralcorp Holdings, Inc.
-- Long-term IDR at 'BBB-';
-- Senior unsecured notes at 'BBB-'.

The Rating Outlook is revised to Stable from Negative.



COTY INC: Moody's Affirms Ba1 CFR After Hypermarcas Acquisition
---------------------------------------------------------------
Moody's Investors Service affirmed Coty Inc.'s Ba1 Corporate Family
Rating following the company's announcement that it has signed a
definitive agreement to acquire the personal care and beauty
business of Brazilian consumer product company Hypermarcas S.A. (
Ba2 stable) for approximately $1 billion.  Moody's also affirmed
the company's Ba2-PD Probability of Default rating and the (P) Ba1
senior secured rating on the company's senior secured bank
facilities.  Although the acquisition is sizeable, it will only
have a modestly negative impact on the company's credit metrics and
will give Coty access to the Brazilian market, where it currently
has no presence.  At the same time, Moody's views the transaction
as aggressive, particularly so close on the heels of the company's
very large acquisition of Procter & Gamble Company ("P&G") (Aa3
stable) beauty business announced in September 2015.

Moody's expects that the deal will be funded with some combination
of cash and debt, and will slightly increase the company's
debt-to-EBITDA leverage to just above the approximately 3.9x pro
forma for the P&G transaction (including Moody's standard
adjustments). Though Coty is expected to generate good free cash
flow, Moody's expects only modest delevering over the next 12 to 18
months.  The transaction is subject to standard regulatory
approvals and is expected to close in two stages by the end of
March 2016.

The business and associated brands that Coty is acquiring are
concentrated in the Brazilian beauty market, a country where Coty
currently has limited presence.  As a result there will be little
integration risk.  While Brazil represents a large market and an
opportunity to expand distribution of Coty's legacy brands in
addition to its to-be-acquired P&G brands, the company will be more
exposed to macro-economic challenges in the Brazilian market and
currency volatility.

These ratings have been affirmed:

Coty Inc.

   -- Probability of Default Rating, Affirmed at Ba2-PD;
   -- Corporate Family Rating, Affirmed at Ba1;
   -- Senior Secured Bank Credit Facility, Affirmed at (P)Ba1,
      LGD 2;

Beauty Business NewCo

   -- Senior Secured Bank Credit Facility, Affirmed at (P)Ba1,
      LGD 2;

The outlook remains stable.

RATINGS RATIONALE

Moody's has evaluated Coty on an enterprise basis, and assumes that
the acquisition of P&G's Beauty business closes as currently
envisioned.  Should the transaction not close as anticipated, or
the structure or financing profile change, ratings could change.

Coty's Ba1 Corporate Family Rating reflects the company's large
pro-forma scale, a portfolio of strong brands, and good product
diversification tempered by moderate leverage, event risk and
growth challenges.  It also reflects Moody's view that Coty will
continue to be aggressive with respect to its financial policy and
acquisition strategy.  Coty's concentration in fragrance and color
cosmetics creates cyclical exposure to discretionary consumer
spending and requires continuous product and brand investment to
minimize revenue volatility as these categories tend to be more
fashion driven than other beauty products.  The acquisition of the
P&G Beauty business via a reverse Morris Trust creates execution
risk as it will effectively double Coty's size.  Moody's notes,
however, that the P&G Beauty brands will add significant scale and
diversity and enhance Coty's global footprint.  Coty is
nevertheless more concentrated than its primary competitors in
mature developed markets, and this creates growth challenges and
investment needs to more fully build its global distribution
capabilities and brand presence.  Moody's expects that Coty will
generate modest revenue and EBITDA growth in the next twelve to
eighteen months and will benefit from cost restructuring
initiatives announced in 2014.

The stable rating outlook reflects Moody's view that Coty will
continue to grow revenue and generate a healthy level of cash flow.
Moody's also expects share repurchases to be funded from
additional debt and free cash flow, and do not expect significant
debt-funded acquisitions.

Coty's ratings could be upgraded to the extent the company is able
to generate sustained organic growth, successful completion of the
merger with PG Beauty business and Improved credit metrics such
that debt / EBITDA approaches 3.0x.  An upgrade would also require
a commitment to an investment grade rating.

Coty's ratings could be downgraded if there is a deterioration in
operating performance, difficulties with post-merger restructuring
efforts, or if debt / EBITDA sustained above 4.0x.  A downgrade
could also occur to the extent there is a deterioration in the
company's liquidity profile or if the company pursue aggressive
shareholder friendly actions.

The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.

Coty Inc., headquartered in New York, NY, is one of the leading
manufacturers and marketers of fragrance , color cosmetics, and
skin and body care products.  The company's products are sold in
over 130 countries.  Coty announced the $12.5 billion acquisition
of the Procter & Gamble's Beauty business on July 9, 2015, and
expects to close the transaction in the second half of 2016.



COTY INC: S&P Affirms Preliminary 'BB+' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'BB+'
corporate credit rating on Coty Inc.  The outlook is stable.  S&P
also affirmed its preliminary 'BBB-' ratings on the credit
facilities issued by Coty and Galleria Co., an entity comprising
Procter & Gamble Co.'s fine fragrance, color cosmetics, and hair
color businesses.  The preliminary '2' recovery rating on these
facilities remains unchanged, reflecting S&P's expectation of
substantial recovery (70%-90%, at the higher end of the range) in
the event of a payment default.

The ratings are subject to the merger of Coty and P&G's beauty
business closing on substantially the terms provided to S&P.

"The ratings affirmation reflects our expectation that Coty's
leverage pro forma for the acquisition of the beauty and personal
care business from Hypermarcas will only modestly increase in
2016," said Standard & Poor's credit analyst Diane Shand.  "The
acquisition provides Coty with manufacturing and distribution
facilities in Brazil, a region the company has a small presence in,
and should give it an immediate supply infrastructure and
speed-to-market boost in that region."

Standard & Poor's believes pro forma Coty, with $10 billion of
sales, will be a formidable player in the global cosmetic industry.
The new company should also benefit from favorable trends in the
industry.  Pro forma Coty should maintain a stable operating
performance as it will have a diverse portfolio of brands and
products with a wide range of price points.  The new company will
also have strong representation in all channels, and its greater
scale should give it better pricing and negotiating power with
retailers.  Moreover, pro forma Coty will have good geographic
diversity, with additional expansion opportunities in
faster-growing markets such as Brazil and Japan.  Its pending
acquisition of Hypermarcas' beauty business should accelerate its
growth in Brazil.

S&P has also factored into the ratings on pro forma Coty some
integration risk.  While S&P views the P&G beauty business to be
complementary to Coty's existing platform and acknowledge the
additional scale provided by the merger, merging the two companies
could be difficult.  The P&G beauty business has underperformed the
market for the past several years.  In addition, there could be
difficulties merging the two cultures--the P&G beauty business
operated under a large personal care/household products company
while Coty operates as a cosmetics company.

The ratings also reflect pro forma Coty's good cash flow generation
capabilities and moderate financial policy, as demonstrated through
moderate balance sheet leverage.  Although the new company could
lower its leverage to the low-2.0x area by fiscal year-end 2019, we
expect leverage will remain between 2.5x-3.0x as the company makes
further acquisitions and/or repurchases shares.  Accordingly, S&P
has revised its financial risk profile assessment on the company to
"significant" from "intermediate" to reflect the modest
deterioration in pro forma Coty's credit metrics because of its
partially debt-financed acquisition of Hypermarcas' beauty
business.  

The stable outlook on pro forma Coty reflects S&P's expectation
that management will effectively merge Coty with P&G's beauty
businesses and improve EBITDA margin by leveraging its scale,
greater efficiencies in the former P&G brands, and cost reductions.
In addition, S&P expects the company to sustain leverage below
4.0x and funds from operations to adjusted debt in the low-20%
area.



DIGITAL DOMAIN: Norris McLaughlin as Panel's Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a
revised order, authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of DDMG Estate, et al., to retain
Norris McLaughlin & Marcus, P.A., as special litigation counsel
under a contingency fee agreement nunc pro tunc to  March 18,
2015.

The Committee entered into an engagement agreement with Norris
McLaughlin which was filed under seal with the application filed on
May 29.

Norris McLaughlin is expected to prosecute the Debtors' claims
against SingerLewak LLP and Sullivan & Triggs, LLP.  Specifically,
Norris McLaughlin will assist in the investigation, analysis, and
after consultation with and consent from the Committee, potential
pursuit of all appropriate claims for money damages and other legal
and equitable relief against the action parties-in-interest does
not hold or represent any interest materially adverse to the
interest of the estate or any class of creditors or equity security
holders.

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

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc.
--http://www.digitaldomain.com/-- engaged in the creation of  
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP, subject to higher and better offers.  The Company
disclosed assets of $205 million and liabilities totaling $214
million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court of
British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for the
committee's constituency.


EL PASO: Withdraws Bid for Miller Buckfire as Investment Bankers
----------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas authorized El Paso Children's Hospital
Corporation to withdraw its application to employ Miller Buckfire &
Co., LLC as investment bankers.

As reported by the Troubled Company Reporter on Sept. 30, 2015, the
El Paso County objected to the Debtor's application to employ
Miller Buckfire, complaining that the employment of Miller Buckfire
serves no useful purpose in the reorganization process.

Miller Buckfire has agreed to provide these services:

   (a) General Services. Miller Buckfire will familiarize itself
       with the business, operations, properties, financial
       condition and prospects of the Debtor, and advise and
       assist the Debtor in structuring and effecting the
       financial aspects of a restructuring, financing or sale
       transaction.

   (b) Restructuring Services. If the Debtors pursue a
       Restructuring, Miller Buckfire will assist in developing
       and seeking approval of the Debtor's Plan, assist in
       structuring any new securities to be issued under the Plan,
       participate or otherwise assist in negotiations with
       entities or groups affected by the Plan and participate in
       hearings before the Bankruptcy Court in connection with
       Miller Buckfire's other services, including related
       testimony, in coordination the Debtor's counsel.

   (c) Financing Services. If the Debtors pursue a Financing,
       Miller Buckfire will assist in structuring and effecting
       any Financing, identify and contact potential Investors and
       participate or otherwise assist in negotiations with
       Investors.

   (d) Sale and Joint Operation Transaction Services. If the
       Company pursues a Sale or Joint Operation Transaction,
       Miller Buckfire will assist with the Sale or Joint
       Operation Transaction, identify and contact potential
       acquirers or joint operators, and participate or otherwise
       assist in negotiations with acquirers or joint operators.

The Debtor has agreed to pay Miller Buckfire:

       -- Monthly Fee: $50,000;

       -- DIP Financing Fee: Upon a DIP Financing, 2% of gross
          Proceeds;

       -- Financing Fee: Upon a Financing, 2% of gross proceeds or

          $250,000, whichever is greater'

       -- Sale Fee: Upon a Sale, 1.5% of Aggregate Consideration
          or $250,000, whichever is greater;

       -- Joint Operation Transaction Fee: Upon a Joint Operation
          Transaction, $250,000;

       -- Crediting: 50% of the first six Monthly Fees paid will
          be credited against the Financing Fee, Sale Fee and
          Joint Operation Transaction Fee. 100% of the seventh and
          following Monthly Fees paid will be credited against the
          Financing Fee, Sale Fee and Joint Operation Transaction
          Fee;

       -- Multiple Fees: If a single transaction gives rise to
          more than one of the Financing Fee, Sale Fee and Joint
          Operation Transaction Fee, only the largest such fee
          will be due; and

       -- Expenses: The Debtor agrees to reimburse Miller Buckfire
          for the expenses incurred by Miller Buckfire in
          connection with the matters contemplated by the
          Engagement Letter, including reasonable fees,
          disbursements, and other charges of Miller Buckfire's
          counsel.

                 About El Paso Children's Hospital

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

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

The case is assigned to Judge H. Christopher Mott.

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

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

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

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

                           *     *     *

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

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


ELBIT IMAGING: Signs Term Sheet to Amend 2011 Credit Facility
-------------------------------------------------------------
Elbit Imaging Ltd. announced that its 98% holding subsidiary, S.C.
Bucuresti Turism S.A., as borrower and a leading international
European bank as lender, have signed an indicative term sheet to
amend the facilities agreement between the aforementioned parties
entered into on Sept. 16, 2011, and amended on Sept. 28, 2014.

According to the Term Sheet, the Lender will increase the loan
under the Facilities Agreement up to Euro 97 million.  The New
Facility will be drawn down in two tranches, with Tranche A in the
amount of up Euro 85 million, and Tranche B in the amount of up to
Euro 12 million.  Both Tranches will be subject to the satisfaction
of certain conditions as stipulated in the Term Sheet and will be
included in the New Facility financing documents.

The proceeds of the New Facility will be used, inter alia, to
prolong the outstanding facility under the existing Facility
Agreement in the amount of approximately Euro 61 million.  The
surplus of the new Facility will be used for the repayment of all
existing shareholder loans granted to Butu by Elbit Group.

The Additional Loan will be secured by certain securities as will
be stipulated in the amended Facility Agreement.  The Company will
provide a corporate guaranty to secure the loan, which is limited
with the debt service payments of the New Facility (except for the
Balloon repayment).

The Company said that at this point in time, there is only an
indicative term sheet signed and there is no certainty that an
amendment to the Facility Agreement will be completed, or that Butu
will fulfill the conditions precedent required for the drawdown of
the Tranche A or Tranche B.

                         About Elbit Imaging

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

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

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

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

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


ENERGY FUTURE: Multiple Parties Balk at 5th Amended Joint Plan
--------------------------------------------------------------
Multiple parties -- including Bank of New York Mellon Trust
Company; Marathon Asset Management; Oracle America; Texas ad
valorem taxing jurisdictions; CSC Trust Company of Delaware; The
United States on behalf of the Environmental Protection Agency;
American Stock Transfer & Trust Company; Fireman's Fund Insurance
Company; UMB Bank and the official committee of unsecured creditors
-- filed with the U.S. Bankruptcy Court separate objections to
Energy Future Holdings' Fifth Amended Joint Plan of Reorganization
and motion to enter into and perform under a settlement agreement,
BankruptcyData reported.

The unsecured creditors' official committee asserts, "The interest
in Oncor should have been -- and still can be -- sold or
reorganized in the best interests of the E-side creditors.
However, the bankruptcy cases of the E-side Debtors are controlled
by conflicted fiduciaries who used exclusivity to prevent
reorganization unless two groups of adverse parties consented: the
deeply impaired T-side creditors and EFH's controlling
insiders....When the value of Oncor began to rise, the Debtors
added a $700 million general unsecured claim against EFH. When even
that was not enough, the Debtors cancelled the Oncor auction and
awarded the T-side creditors (who were working with the controlling
owners) the exclusive option to buy Oncor set forth in the current
Plan.  The Intersilo Settlement cannot be approved by this Court
for five independent reasons, each of which is fatal."

Meanwhile, Dow Jones Daily Bankruptcy Review reported that
creditors linked to the valuable transmissions business that is the
centerpiece of Energy Future's bankruptcy-exit plan criticized the
company's turnaround strategy as unfair and illegal.  The
objections came as the Dallas energy company readies for the start
of a court contest over its strategy for appeasing creditors owed
$42 billion.  Creditors with claims on Oncor, the transmissions
business, contend that the deal at the heart of Energy Future's
bankruptcy emergence plan strips them of rights and sticks them
with risk. Energy Future wants to sell its Oncor transmissions
business and pay off creditors of one division while spinning out
its other division as a separate company, owned by senior
creditors.

                    $200M in Professional Fees

In a separate report, Matt Chiappardi at Bankruptcy Law360 reported
that professional fees in the massive Energy Future Holdings Corp.
Chapter 11 are set to top more than $200 million after a Delaware
bankruptcy judge on Oct. 26, 2015, approved a package of about $90
million in interim fee and expense requests for attorneys and other
professionals working on the case.

During a hearing in Wilmington, U.S. Bankruptcy Judge Christopher
S. Sontchi gave the interim OK for a third group of fee requests
that had been vetted by a special watchdog committee created in the
summer of 2014.

                 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.



ESTERLINA VINEYARDS: Provencher & Flatt Approved as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Esterlina Vineyards & Winery, LLC, to employ Douglas B.
Provencher, Esq., and Provencher & Flatt, LLP as counsel.

As reported by the Troubled Company Reporter on Oct. 5, 2015,
Provencher & Flatt will, among other things:

   (a) analyze the Debtor's financial condition and counseling on
the effects of bankruptcy proceedings;

   (b) prepare the pleadings necessary to commence the bankruptcy
case and appearance at various hearings required during the
bankruptcy proceeding; and

   (c) represent in any adversary proceedings commenced by the
Debtor or filed against the Debtor related to the Debtor's Chapter
11 bankruptcy proceeding.

In August 2015, the Debtor's Vice President of Operations Craig
Sterling, contacted Mr. Provencher regarding the Debtor's finances
and bankruptcy options.  The Debtor faced a trustee's sale of its
real property on Aug. 13, 2015.  On Aug. 7, 2015, the Debtor
retained Provencher & Flatt LLP to file a Chapter 11.  On Aug. 11,
2015, Mr. Sterling, one of the Debtor's principals arranged for the
payment of a $25,000 retainer for the Chapter 11.

The Debtor agrees to pay Mr. Provencher at his hourly rate of
$510.

To the best of the Debtor's knowledge, Provencher & Flatt LLP are
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Eric Sterling, one of the managers of the Debtor, in a declaration
in support for the application to employ Douglas Provencher as
counsel, said that the Debtor did not have sufficient funds on hand
to retain bankruptcy counsel.  Mr. Sterling arranged to borrow
$25,000 from a friend which was used to provide Provencher & Flatt,
LLP with a $25,000 retainer for a Chapter 11 filing by the Debtor.

Mr. Provencher, a partner in Provencher & Flatt LLP in Santa
Rosa, California, filed a supplemental declaration, stating
Provencher & Flatt LLP had work in progress of $1,731 which
included work to prepare the petition, list of twenty largest
creditors, file the petition and notify Bank of the West.  The
services were not billed and did not show as a balance due as of
the filing date.  Provencher & Flatt LLP and I will "write off" the
prepetition work in progress of $1,731 so there will be no charge
to the Debtor for the prepetition work.

             About Esterlina Vineyards & Winery, LLC

Esterlina Vineyards & Winery, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 15-10841) on Aug. 12, 2015.
Eric Sterling signed the petition as president.  The Debtor
disclosed total assets of $12,759,291 and total liabilities of
$8,288,420.  The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel.  The case is assigned to Judge
Thomas E. Carlson.


ESTERLINA VINEYARDS: Withdraws Bid to Hire Thomas Rackerby as CPA
-----------------------------------------------------------------
Esterlina Vineyards & Winery, LLC, notified the U.S. Bankruptcy
Court for the Northern District of California that it has withdrawn
its application to employ Thomas K. Rackerby as accountant.

The Debtor is represented by:

         Douglas B. Provencher, Esq.
         PROVENCHER & FLATT LLP
         823 Sonoma Avenue
         Santa Rosa, CA 95404-4714
         Tel: (707) 284-2380
         Fax: (707) 284-2387

Esterlina Vineyards & Winery, LLC filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 15-10841) on Aug. 12, 2015.
Eric Sterling signed the petition as president.  The Debtor
disclosed total assets of $12,759,291 and total liabilities of
$8,288,420.  The Law Offices of Provencher & Flatt LLP
serves as the Debtor's counsel.  The case is assigned to Judge
Thomas E. Carlson.


EXCO RESOURCES: Announces More Debt-Reducing Transactions
---------------------------------------------------------
EXCO Resources, Inc., (NYSE:XCO) on Nov. 2, 2015, announced that it
has entered into additional transactions as the Company continues
to enhance its balance sheet as part of its ongoing strategic
improvement plan.

EXCO has entered into agreements with certain unsecured noteholders
pursuant to which the Noteholders have agreed to become additional
lenders for an aggregate amount of $109 million under the Senior
Secured Second Lien Term Loan entered into by EXCO on October 19,
2015 in exchange for the Company repurchasing $252 million of the
Noteholders’ senior unsecured notes at an average price of 43% of
principal amount. EXCO had previously exchanged senior unsecured
notes at an average price of 51% of principal amount.

The Exchange Term Loan bears interest at a rate of 12.50% per annum
and has a five-year maturity. EXCO and the Noteholders entered into
agreements to repurchase approximately $175 million of its 7.50%
Senior Unsecured Notes due 2018 (47% of the $374 million
outstanding) and approximately $76 million of its 8.50% Senior
Unsecured Notes due 2022 (26% of the $299 million outstanding).
After the closing of the Transactions, EXCO will have $199 million
and $223 million, respectively, of the 7.50% and 8.50% Senior
Unsecured Notes outstanding.

The Transactions further demonstrate EXCO's focus on enhancing its
balance sheet. On October 26, 2015, EXCO closed on a series of
transactions that enhanced the Company's liquidity and reduced debt
that included:

   * Issuing $591 million of 12.5% Senior Secured Second Lien Term
Loans;
   * Repurchasing $577 million of Unsecured Notes for $291 million;
and
   * Amending the Credit Agreement.

EXCO anticipates that the Additional Transactions will further
strengthen the Company's financial position and, when combined with
the October 26th Transactions, will significantly increase its
financial flexibility to implement its Strategic Plan by:

   * Reducing total debt by $413 million, or 27%;
   * Maintaining $125 million of junior lien debt capacity for
future exchanges;
   * Reducing the principal amount of outstanding senior unsecured
notes by $828 million, or 66%;
   * Reducing the nearest unsecured debt maturity, due in 2018, by
$551 million, or 73%;
   * Extending weighted average debt maturity from 3.6 to 4.8
years, representing a 33% improvement; and
   * Improving forward cash flow by $304 million.

Credit Suisse Securities (USA) LLC acted as exclusive restructuring
advisor to the Company.

The transactions are expected to close on November 4, 2015, subject
to the satisfaction or waiver of customary closing conditions, and
the senior unsecured notes repurchased will be cancelled by the
trustee following customary settlement procedures.

                 About EXCO

EXCO Resources, Inc. is an oil and natural gas exploration,
exploitation, acquisition, development and production company
headquartered in Dallas, Texas with principal operations in Texas,
North Louisiana and Appalachia.

Additional information about EXCO Resources, Inc. may be obtained
by contacting Chris Peracchi, EXCO’s Vice President of Finance
and Investor Relations, and Treasurer, at EXCO’s headquarters,
12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number
(214) 368-2084, or by visiting EXCO’s website at
www.excoresources.com. EXCO’s SEC filings and press releases can
be found under the Investor Relations tab.

          Contacts:

          EXCO Resources, Inc.
          Chris Peracchi, 214-368-2084
          Vice President of Finance and Investor Relations, and
Treasurer

                 *     *     *

The Troubled Company Reporter, on Nov. 2, 2015, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based EXCO Resources Inc. to 'CCC+' from 'SD'
(selective default).  The outlook is developing.

S&P also assigned its 'CCC+' issue-level ratings to EXCO's
single-tranche $591 million senior secured second-lien term loans
due 2020.  The recovery rating on these loans is '4', reflecting
S&P's expectation of average (30% to 50%; higher end of range)
recovery in the event of a payment default.

At the same time, S&P lowered the issue-level rating on EXCO's
senior secured revolving bank debt to 'B' from 'B+'.  The recovery
rating on this debt remains '1', indicating very high (90% to
100%)
recovery in the event of a payment default.

The TCR, on Oct. 29, 2015, reported that Moody's Investors Service
downgraded EXCO Resources, Inc.'s (XCO) Corporate Family Rating to
Caa2 from Caa1 and revised the Probability of Default Rating to
Caa2-PD/LD from Caa1-PD.  Moody's assigned a Caa2 rating to XCO's
new issuance of senior secured second lien term loans.  Moody's
also affirmed XCO's Caa3 senior unsecured notes' rating and
affirmed its B1 first lien rating.  The Speculative Grade Liquidity
Rating of SGL-4 is unchanged.  The rating outlook was changed to
stable from negative.

The rating actions were taken in response to XCO's announcement of
a new second lien financing transaction, and reflect a further
weakening in XCO's credit profile.  Moody's considers XCO's
retirement of $577 million of its existing unsecured notes in
exchange for $291 of new second lien debt as a distressed exchange
for its senior unsecured debt, which is an event of default under
Moody's definition of default.  Moody's appended the revised
Caa2-PD PDR with a "/LD" designation indicating limited default,
which will be removed after three business days.


F-SQUARED INVESTMENT: Dec. 7 Disclosure Statement Hearing
---------------------------------------------------------
The hearing to consider approval of the Disclosure Statement
explaining the Chapter 11 Plan of Liquidation of F-Squared
Investment Management, LLC, et al., will be held on Dec. 7, 2015,
at 10:00 a.m. (prevailing Eastern Time) before Judge Laurie Selber
Silverstein of the U.S. Bankruptcy Court for the District of
Delaware.

The sale of substantially all of the Debtors' assets to Broadmeadow
Capital, LLC, closed on Sept. 8, 2015

The Plan provides for the establishment of the F-Squared
Liquidating Trust for the purposes of, among other things, (i)
administering the Debtors' remaining assets, (ii) reconciling
claims against the Debtors, (iii) objecting to and/or moving to
estimate or recharacterize the claims, (iv) prosecuting estate
causes of action, and (v) making distributions.

A full-text copy of the Plan dated Oct. 28 is available at
http://bankrupt.com/misc/FSIds1028.pdf

The Debtors propose the following schedule to govern the
confirmation process:

   Disclosure Statement
   Objection Deadline                 November 30, 2015

   Voting Record Date                 December 7, 2015

   Commencement of Solicitation       December 10, 2015

   3018 Motion Deadline               December 30, 2015

   3018 Objection Deadline            January 7, 2016

   Voting Deadline                    January 7, 2016

   Plan Objection Deadline            January 7, 2016

   Deadline to File Support of
   Confirmation of the Plan           January 11, 2016

   Deadline to File Replies to
   Objections to the Plan             January 13, 2016

   Confirmation Hearing               January 14, 2016

The Plan was filed by Russell C. Silberglied, Esq., Zachary I.
Shapiro, Esq., and Amanda R. Steele, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, on behalf of the Debtors.

                          About F-Squared Investment

Headquartered in Wellesley, MA, F-Squared Investments, Inc. --
http://www.f-squaredinvestments.com-- is a privately owned   
investment manager.  The firm primarily provides its services to
other investment advisers.  It also caters to individuals, high
net worth individuals, and pension and profit sharing plans.  The
firm provides index management services.  It manages separate
client-focused equity, fixed income, and multi-asset portfolios.
The firm invests in the public equity, fixed income, and
alternative investment markets across the globe.  It makes all its
investments through exchange-traded funds.  The firm invests in
small-cap stocks of companies across diversified sectors.

F-Squared Investment Management, LLC and eight of its affiliates
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
15-11469) on July 8, 2015.  The petition was signed by Laura Dagan
as president and chief executive officer.  The cases are assigned
to Laurie Selber Silverstein.

Richards, Layton & Finger, P.A. serves as the Debtors' counsel.
Gennari Aronson, LLP represents the Debtors as special corporate
counsel.  Grail Advisory Partners LLC (d/b/a PL Advisors) and
Managed Account Services, LLC act as the Debtors' financial
advisors and investment bankers.  Stillwater Advisory Group LLC is
the Debtors' crisis managers and restructuring advisors.  BMC
Group, Inc. acts as the Debtors' claims and noticing agent.


FIRST NIAGARA FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
-----------------------------------------------------------------
Fitch Ratings has placed the long- and short-term Issue Default
Ratings (IDRs) of First Niagara Financial Group (FNFG) and First
Niagara Bank on Rating Watch Positive following its announcement
that it will be acquired by KeyCorp. Concurrent with this action,
Fitch has affirmed the L-T and S-T IDRs of KeyCorp (Key), and Key
Bank, N.A. and revised the Rating Outlook to Negative from Stable.


The transaction is valued at $4.1 billion with 80% stock and 20%
cash. The deal represents a price-to-tangible book value of 1.7x
with a core deposit premium of 6.7% for FNFG. The deal is expected
to be accretive to KEY's earnings in 2018 with an estimated
increase that would return tangible common equity to 200 basis
points (bps), improvement to cash efficiency of 330bps and EPS
accretion of 5%. The transaction is expected to close in the third
quarter of 2016 (3Q16), subject to regulatory approval, at which
point Fitch will resolve the Rating Watch Positive on First
Niagara.

KEY RATING DRIVERS
IDRS, Viability Ratings (VRs)

Fitch's affirmation of Key reflects our view that the FNFG
transaction will strengthen KEY's franchise in key markets.
Post-closing, KEY would have an improved and strong market position
in upstate NY as well as other key markets. Additionally, the FNFG
franchise has a strong retail deposit base which is currently
undervalued given the low rate environment and excess liquidity in
the market. KEY's projected improvements to its efficiency ratio
and pre-tax-cost saves of $400 million are also viewed positively.
Further, KEY's pro-forma CET1 ratio of 9.5% is considered
appropriate given the risk profile of the combined entity. KEY will
need to successfully complete some balance sheet restructuring
including the disposition of FNFG's $4 billion credit securities.
Mitigating factors are KEY's credit mark of 3% on the loan
portfolio which combined with the projected capital position should
support credit deterioration and potential write-downs from the
investment portfolio.

The Negative Outlook reflects Fitch's view that integration and
execution risks are high given that FNFG has been an acquisitive
bank and has undertaken significant investment to improve its
infrastructure. Thus, Fitch views integration risk to be higher as
KEY assesses and transitions FNFG's technology and infrastructure
to its own platform.

Fitch also believes execution risks are higher given the size of
this acquisition and KEY's limited experience. Although FNFG's
balance sheet is modest in complexity, KEY lacks a proven track
record of successful acquisitions. Fitch's previous press release
for KEY (dated Oct. 5, 2015 and available at www.fitchratings.com)
highlighted that KEY's ratings would be sensitive to a sizeable
acquisition.

In Fitch's view, FNFG's commercial real estate (CRE) business and
residential mortgage portfolio (roughly about $14.7 billion) should
continue to experience steady credit performance. However, Fitch
has noted concerns with FNFG's risk profile given aggressive
growth. Further, the company also entered relatively new business
lines such as indirect auto, leveraged lending, and asset-based
lending at a time when competition for loans is fierce. Despite
continued stable asset quality measures, we believe FNFG's
historical credit metrics may not be indicative of future
performance.

The placement of FNFG on Rating Watch Positive reflects that its
pending acquisition by KeyCorp can address a number of issues that
have been affecting the company. These include its relatively weak
capital position, low profitability, and rapid growth. Fitch
expects to resolve FNFG's Rating Watch upon the completion of the
transaction with KEY, with closing expected in 3Q16, subject to
customary closing conditions, including required regulatory
approvals.

SUPPORT RATING AND SUPPORT RATING FLOOR

Similar to most commercial U.S. banks, KEY and FNFG have a Support
Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view,
KEY and FNFG are not systemically important and therefore, the
probability of support is unlikely. IDRs and VRs do not currently
incorporate any support.

HOLDING COMPANY

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

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

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

KEY's preferred securities are rated five notches below its VR.
Preferred stock is notched two times from the VR for loss severity,
and three times for non-performance. Hybrid securities ratings are
in accordance with Fitch's criteria and assessment of the
instruments' non-performance and loss severity risk profiles. Thus,
these ratings have been affirmed due to the affirmation of the VR.

FNFG's preferred securities are rated five notches below its VR.
Preferred stock is notched two times from the VR for loss severity,
and three times for non-performance. Hybrid securities ratings are
in accordance with Fitch's criteria and assessment of the
instruments' non-performance and loss severity risk profiles. Thus,
these ratings have been affirmed due to the affirmation of the VR.

SUBSIDIARY AND AFFILIATED COMPANY

The IDRs and VRs of KEY's bank subsidiary benefits from the
cross-guarantee mechanism in the U.S. under FIRREA, and therefore
the IDRs and VRs of KeyBank NA are equalized across the group.

The IDRs and VRs of FNFG's bank subsidiary benefits from the
cross-guarantee mechanism in the U.S. under FIRREA, and therefore
the IDRs and VRs of First Niagara Bank NA are equalized across the
group.

LONG- AND SHORT-TERM DEPOSIT RATINGS

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

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


RATING SENSITIVITIES
IDRS, NATIONAL RATINGS AND SENIOR DEBT

KEY's Negative Outlook could be revised to Stable should the bank
successfully execute on the integration of FNFG, credit mark
sufficiently addresses any credit issues, regulators approve the
merger in a timely manner, and KEY's projected figures for the
transaction materialize, including internal rate of return,
estimated profitability measures, expected cost saves and solid
capital position in line with its forecasts.

Should operational and integration risks arise that are material to
financial performance as well as the overall risk profile of the
entity, KEY's rating would likely be downgraded.

FNFG's ratings will likely be upgraded and equalized with Key upon
the completion of the acquisition. However, FNFG's ratings could
come under negative pressure should KEY be unable or unwilling to
complete the acquisition.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

HOLDING COMPANY

Should KEY begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential that
Fitch could notch the holding company IDR and VR from the ratings
of KeyBank NA.

Should FNF begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential that
Fitch could notch the holding company IDR and VR from the ratings
of First Niagara Bank.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

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

SUBSIDIARY AND AFFILIATED COMPANIES

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

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

LONG- AND SHORT-TERM DEPOSIT RATINGS

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

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

The rating actions are as follows:

Fitch affirms the following:

KeyCorp

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

KeyBank NA

-- Long-term IDR at 'A-'; Outlook Negative;
-- Short-term IDR at 'F1';
-- Viability at 'a-';
-- Long-term deposits at 'A';
-- Senior debt at 'A-';
-- Subordinated debt at 'BBB+';
-- Short-term deposits at 'F1';
-- Support at '5';
-- Support Floor at 'NF'.

Key Corporate Capital, Inc.
--Long-term IDR at 'A-'; Outlook Negative;
--Short-term IDR at 'F1'.

KeyCorp Capital I - III
--Preferred stock at 'BB+' .

Fitch has placed the following ratings on Rating Watch Positive:

First Niagara Financial Group, Inc

-- Long-term IDR 'BBB-';
-- Short-term IDR 'F3';
-- Viability rating 'bbb-';
-- Senior unsecured 'BBB-';
-- Preferred stock 'B';
-- Subordinated debt 'BB+';

First Niagara Bank

-- Long-term deposits at 'BBB';
-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-'
-- Short-term deposits at 'F3';
-- Short-term IDR at 'F3'.

Fitch has affirmed the following ratings:

First Niagara Financial Group, Inc
First Niagara Bank

-- Support at '5';
-- Support Floor at 'NF'.



FORESIGHT APPLICATIONS: Suit vs. DRS Returned to Bankr. Court
-------------------------------------------------------------
Judge Robert E. Blackburn of the United States District Court for
the District of Colorado granted the Motion for Withdrawal of
Reference in the adversary proceeding captioned FORESIGHT
APPLICATIONS & SYSTEMS TECHNOLOGIES, LLC, Plaintiff, v. DOCUMENT
RECOVERY SOLUTION, LLC, JOSHUA DINAR, and DOE 1, Defendants, CIVIL
ACTION NO. 14-CV-03169-REB-AP (D. Colo.), and withdrew the
automatic referral of the adversary proceeding to the United States
Bankruptcy Court for the District of Colorado.

Judge Blackburn referred the matter again to the bankruptcy court
for consideration and resolution of all pretrial issues, including,
inter alia, scheduling, discovery, non-dispositive motions,
dispositive motions, and entry of a final pretrial order.  Trial on
the merits will proceed in the United States District Court for the
District of Colorado under Civil Action No. 14-cv-03169-REB.

The bankruptcy case is captioned In re: FORESIGHT APPLICATIONS &
SYSTEMS TECHNOLOGIES, LLC, Chapter 11, Debtor, BANKRUPTCY CASE NO.
13-13290-SBB (Bankr. D. Colo.).

A full-text copy of the Amended Order dated October 9, 2015 is
available at http://is.gd/ujeoZA+from Leagle.com.      

Foresight Applications & Systems Technologies, LLC, Plaintiff is
represented by:

         Devon Joseph Eggert, Esq.
         Elizabeth L. Janczak, Esq.
         FREEBORN & PETERS
         311 South Wacker Drive
         Suite 3000
         Chicago, IL 60606
         Phone: (312) 360-6000
         Fax: (312) 360-6520
         Email: deggert@freeborn.com
                ejanczak@freeborn.com
                                                           
Defendants are represented by:

         David Michael Miller, Esq.
         BERENBAUM WEINSHINK, PC

             About Foresight Applications

Foresight Applications & Systems Technologies, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on March 7,
2013
(Bankr. D. Colo., Case No. 13-13290).  The case is assigned to
Judge Sidney B. Brooks.  The Debtor's counsel is John C. Smiley,
Esq., at Lindquist & Vennum PLLP, in Denver, Colorado.


FOREVER GREEN: 3d Cir. Affirms Dismissal of Involuntary Petition
----------------------------------------------------------------
The United States Court of Appeals for the Third Circuit affirmed
the Bankruptcy Court's order dismissing the involuntary petition
filed by creditors against Forever Green Athletic Fields, Inc.

Three issues are discussed on appeal.  First, whether an
involuntary petition may be dismissed as a bad-faith filing.
Second, whether the Bankruptcy Court erred in finding bad faith.
And third, whether other good-faith creditors could have cured the
petition.

The Bankruptcy Court, in granting the motion to dismiss creditors'
involuntary petition, explained that, because bankruptcy courts are
courts of equity, a petitioning creditor (for involuntary
bankruptcies) or debtor (for voluntary bankruptcies) must come to
the court for a proper purpose. Involuntary Chapter 7 proceedings,
it said, are intended to protect creditors from debtors who are
making preferential payments to other creditors or from the
dissipation of the debtor's assets. Creditors who file petitions
for other reasons -- such as to collect on a personal debt, to gain
an advantage in pending litigation, or to harass the debtor -- act
in bad faith. The Bankruptcy Court concluded that, even though the
petitioning creditors met the statutory filing requirements,
Charles Dawson was a bad-faith creditor because he was motivated by
two improper purposes: to frustrate Forever Green's efforts to
litigate its claim against ProGreen and to collect on a debt. The
District Court affirmed. The Dawsons (without Cohen Seglias) filed
this appeal.

The case is captioned In re: FOREVER GREEN ATHLETIC FIELDS, INC.,
Debtor. CHARLES C. DAWSON; KELLI DAWSON, Appellants, NO. 14-3906
(3d Cir.).

A full-text copy of the Opinion of the Court dated October 16, 2015
is available at http://is.gd/rqTRjsfrom Leagle.com.

Debtor is represented by:

Forever Green Athletic Fields, Inc., Debtor is represented by:

          Aris J. Karalis, Esq.
          Robert W. Seitzer, Esq.
          MASCHMEYER, KARALIS
          1900 Spruce Street
          Philadelphia, PA 19103
          Email: AKaralis@cmklaw.com
                 RSeitzer

Appellants, Charles C. Dawson and Kelli, Dawson, represented by:

          Steven K. Eisenberg, Esq.
          STERN & EISENBERG
          1581 Main Street
          Suite 200
          Warrington, PA 18976
          Email: seisenberg@sterneisenberg.com

                  About Forever Green

Forever Green Athletic Fields, Inc. is a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania with
its principal place of business of 124 South Maple Street, Suite
100, Ambler, Pennsylvania 19002.  Forever Green was formed for the
purpose of selling and installing artificial grass athletic
fields.

Charles C. Dawson, Kelli L. Dawson, and the law firm of Cohen,
Seglias, Pallas, Greenhall & Furman, PC -- collectively with the
Dawsons, the "Petitioning Creditors" -- filed an involuntary
petition under chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 12-13888) on April 20, 2012, against Forever Green.  

Forever Green sought dismissal of the Involuntary Petition on the
grounds that it is a bad-faith filing and an abuse of the
bankruptcy system initiated by the Petitioning Creditors to
frustrate the prosecution of the Forever Green's claims against
Mr.
Dawson, ProGreen Surfaces, Inc., Daniel A. DaLuise, Donna L.
DaLuise, Raymond Fritz, and ProGreen Sports Surfaces, LLC.

In November 2013, Bankruptcy Judge Magdeline D. Coleman dismissed
the Involuntary Petition.  She ruled that Mr. Dawson was not
motivated by a proper bankruptcy purpose.  The record before the
Court demonstrates that Mr. Dawson effectuated the filing of the
Involuntary Petition in furtherance of his pre-existing scheme to
frustrate the prosecution of a pending arbitration proceeding as
well as to force Forever Green to pay Mr. Dawson's claim ahead of
Forever Green's other creditors.

District Judge Stewart Dalzell affirmed a Bankruptcy Court
decision
dismissing an involuntary petition against Forever Green Athletic
Fields, Inc., based solely on that Court's finding that a
petitioning creditor impermissibly used the involuntary petition
as a litigation tactic and thus acted in bad faith.  The District
Court case was FOREVER GREEN ATHLETIC FIELDS, INC., Putative
Debtor/Appellee v. CHARLES DAWSON, KELLY DAWSON and COHEN SEGLIAS
PALLAS GREENHALL & FURMAN, Petitioning Creditors/Appellants, Civil
Action No. 14-641 (E.D. Pa.).

Forever Green is represented by:

         Aris J. Karalis, Esq.
         Robert W. Seitzer, Esq.
         MASCHMEYER KARALIS, P.C.
         1900 Spruce St
         Philadelphia, PA 19103
         Tel:(215) 546-4500
         E-mail: AKaralis@cmklaw.com
                 RSeitzer@cmklaw.com

The petitioning creditors are represented by:

         Leslie J. Rase, Esq.
         Steven K. Eisenberg, Esq.
         STERN & EISENBERG PC
         1581 Main Street, Suite 200
         Warrington, PA 18976
         Tel: (215) 572-8111
         E-mail: lrase@sterneisenberg.com
                 seisenberg@sterneisenberg.com

Robert H. Holber, the Chapter 7 Trustee, is represented by his own
firm:

         Robert H. Holber, Esq.
         THE LAW OFFICE OF ROBERT H. HOLBER PC
         41 E Front St
         Media, PA 19063
         Tel: (610) 565-5463


FOUR OAKS: Announces 2015 Third Quarter and Year to Date Results
----------------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, announced the results for the third quarter and nine
months ended Sept. 30, 2015.  For the three months ended Sept. 30,
2015, the Company reported net income of $734,000 or $0.02 per
diluted share compared to a net loss of $8.6 million or $0.42 per
diluted share for the same period in 2014.  For the nine months
ended Sept. 30, 2015, the Company had net income of $19.2 million
or $0.60 per diluted share compared to a net loss of $4.8 million
or $0.38 per diluted share for the same period in 2014.

President and Chief Executive Officer David H. Rupp stated, "We
continue to make progress in the execution of our strategic plan.
With a significant portion of our technology conversion and asset
resolution efforts behind us, we can get to work on growing the
Bank and continuing to serve our wonderful customers.  We remain
thankful for their support and for the support of our communities
and our fine team members as we focus on community banking and its
important role in the economy."

Net Interest Income and Net Interest Margin:

Net interest margin annualized for the three and nine months ended
Sept. 30, 2015, was 3.4% and 3.3%, respectively, compared to 2.5%
and 2.6% for these same periods in 2014.  Net interest income
before the provision for loan losses totaled $5.6 million and $17
million for the quarter and nine months ended Sept. 30, 2015,
respectively, as compared to $5.1 million and $15.5 million for the
same periods in 2014.  The increased net interest income stems
primarily from increased investment income, declining interest
expense on deposits, and lower expense on long-term borrowings that
resulted from the balance sheet strategies executed by the Company
in the fourth quarter of 2014.

Non-Interest Income:

Non-interest income was $1.7 million and $4.9 million for the
quarter and nine months ended Sept. 30, 2015, respectively, as
compared to $2.3 million and $7.8 million for these same periods in
2014.  The comparative declines in non-interest income were
primarily from lower income received through ACH third party
payment processor (TPPP) indemnifications as the Company exited
this line of business during the first half of 2015.  During the
third quarter and nine months ended Sept. 30, 2015, other
non-interest income included indemnification income of $5,000 and
$348,000, respectively, compared to $772,000 and $3.1 million
during the third quarter and nine months ended Sept. 30, 2014.

Non-Interest Expense:

Non-interest expense totaled $6.5 million and $19.2 million for the
quarter and nine months ended Sept. 30, 2015, respectively, as
compared to $8.0 million and $20.1 million for the same periods in
2014.  The decline from the prior year was primarily driven by
reduced collection and foreclosed asset related expenses, lower
FDIC insurance premiums, and reduced professional and consulting
fees.  This decline was offset by increases in compensation-related
expenses and other operating expenses as the Company continues to
make investments in our associates and upgrades its technology
platform.

Income Taxes:

The Company reported a $92,000 income tax expense for the quarter
ended Sept. 30, 2015, and a $16.5 million income tax benefit for
the nine months ended Sept. 30, 2015.  The current quarter expense
is due to a reduction in the North Carolina state tax rate and its
impact on the deferred tax asset.  This expense is offset by a
$16.6 million income tax benefit recognized during the second
quarter of 2015 as a result of the partial release of the valuation
allowance against the Company's deferred tax assets.

Balance Sheet:

Total assets were $714.5 million at Sept. 30, 2015, compared to
$820.8 million at Dec. 31, 2014, a decline of $106.3 million
related nearly entirely to the exit of the ACH TPPP business line,
offset by the reversal of the valuation allowance on the Company's
deferred tax asset during the second quarter of 2015.  Cash, cash
equivalents, and investments were $217.6 million at Sept. 30, 2015,
compared to $336.9 million at Dec. 31, 2014, a decrease of $119.3
million related to the above mentioned business line exit. Total
loans increased to $452.8 million at Sept. 30, 2015, compared to
$452.3 million at Dec. 31, 2014, as loan production was offset by
pay downs and maturities.  Total liabilities were $654.3 million at
September 30, 2015 compared to $780.1 million at Dec. 31, 2014, a
decline of $125.8 million primarily due to the ACH TPPP business
line exit.

Total shareholders' equity increased $19.5 million to $60.2 million
at Sept. 30, 2015, compared to $40.7 million at Dec. 31, 2014.
This increase resulted from net income due to improved operating
performance, as well as the reversal of the $16.6 million valuation
allowance against the Company's deferred tax assets.

Asset Quality:

Asset quality continues to improve with classified assets to
capital ratio declining to 12.7% as of Sept. 30, 2015, compared to
23.9% at Dec. 31, 2014.  Total nonperforming assets, which includes
nonaccrual loans and foreclosed assets, totaled $6.9 million or
1.0% of total assets at Sept. 30, 2015, as compared to $13.9
million or 1.7% of total assets at Dec. 31, 2014.  The Company
continues to work toward completion of the previously disclosed
asset resolution plan to ensure reductions in nonperforming assets.
The allowance for loan and lease losses increased to $10.3 million
as of Sept. 30, 2015, compared to $9.4 million as of Dec. 31, 2014,
due to net recoveries of $895,000 during the nine months ended
Sept. 30, 2015.  The allowance for loan and lease losses as a
percentage of gross loans increased to 2.3% at September 30, 2015,
up from 2.1% at December 31, 2014.

Capital:

Capital has continued to increase.  The Bank remains well
capitalized at Sept. 30, 2015, and reports a leverage ratio of
10.0%, common equity Tier 1 and Tier 1 risk based capital of 14.2%,
and total risk based capital of 15.5%.  At Dec. 31, 2014, the Bank
had a leverage ratio of 7.2%, common equity Tier 1 capital and Tier
1 risk based capital of 13.5%, and total risk based capital of
14.7%.

                          About Four Oaks

With $714.5 million in total assets as of Sept. 30, 2015, our Oaks
Fincorp, Inc., through its wholly-owned subsidiary, Four Oaks Bank
& Trust Company, offers a broad range of financial services through
its sixteen offices in Four Oaks, Clayton, Smithfield, Garner,
Benson, Fuquay-Varina, Wallace, Holly Springs, Harrells, Zebulon,
Dunn, Raleigh (LPO), Apex (LPO) and Southern Pines (LPO), North
Carolina.  Four Oaks Fincorp, Inc. trades through its market makers
under the symbol of FOFN.

Four Oaks Fincorp reported a net loss of $4.18 million in 2014, a
net loss of $350,000 in 2013, a net loss of $6.96 million in 2012
and a net loss of $9.09 million in 2011.

As of June 30, 2015, the Company had $722 million in total assets,
$663 million in total liabilities and $58.8 million in total
shareholders' equity.


FRESH & EASY: Files for Ch 11 Bankruptcy Protection for 2nd Time
----------------------------------------------------------------
Fresh & Easy, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 15-12220) on Oct. 30, 2015, estimating its
assets at between $10 million and $50 million, and liabilities at
between $100 million and $500 million.  The petition was signed by
Peter McPhee, chief financial officer.

Nancy Luna at The Orange County Register reports that the
bankruptcy filing is part of its plan to exit three states,
including California.

The Register states that this is the second bankruptcy filing of
the Company, which previously sought Chapter 11 protection in 2013.
The Register recalls that Yucaipa Cos. acquired most of the the
Company's operations after the 2013 bankruptcy filing.  The report
says that under Yucaipa, the Company launched a turnaround plan
that called for stores to concentrate on convenience, low prices,
ready-to-eat meals, a wider selection of craft beer and more fresh
food.  Yucaipa, according to the report, started downsizing stores
in 2014 that were unprofitable.  

Judge Christopher S. Sontchi presides over the case.

Norman L. Pernick, Esq., Kate J. Stickles, Esq., and David W.
Giattino, Esq., at Cole Schotz P.C. serve as the Company's
bankruptcy counsel.  

Robert S. Brady, Esq., Michael R. Nestor, Esq., Justin H. Rucki,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Company's special counsel.

Epiq Bankruptcy Solutions, LLC, is the Company's claims and
noticing agent.

DJM Realty Services, LLC, and CBRE Group, Inc., is the Company's
real estate consultants.

FTI Consulting, Inc., is the Company's restructuring advisor.

Fresh & Easy, LLC, fka Y-Opco, LLC, is headquartered in Torrance,
California.


GETTY IMAGES: Said to Reach Creditor Deal for New Debt
------------------------------------------------------
Laura J. Keller and Jodi Xu Klein, writing for Bloomberg News,
reported that a group of Getty Images Inc. bondholders struck a
deal with the company to exchange some of the securities they hold
for new senior debt while lending it $100 million of new money,
according to three people with knowledge of the matter.

Getty told its creditors that the bondholder group, which holds a
portion of the company's $550 million unsecured notes due October
2020, agreed to exchange some of the bonds for $150 million at 64
cents on the dollar, said the people, who asked not to be named
because the information isn't public, the report related.  The new
debt will rank on the same level as the company's $1.9 billion
loan, the report related, citing the people.

The company will pay 10.5 percent interest on the new $252.5
million secured notes that mature October 2020, said one of the
people, the report further related.

                   *     *     *

The Troubled Company Reporter, on Oct. 1, 2015, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seattle-based Getty Images Inc. to 'CCC+' from 'B-'.  The
rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien credit facilities to 'CCC+' from 'B-'.  The
'3' recovery rating is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; lower half of the range) of
principal
in the event of a payment default.


GFL ENVIRONMENTAL: DBRS Puts B Ratings Under Review
---------------------------------------------------
DBRS Limited placed the Issuer Rating and Senior Unsecured Notes
rating of GFL Environmental Inc. Under Review with Developing
Implications following the Company's announcement that it has
entered into a definitive agreement with Transforce Inc.
(Transforce) to buy Transforce's Matrec solid waste division for
$800 million. The Matrec division is expected to generate
approximately $82 million of EBITDA in 2015 pre-synergies. The
transaction is subject to certain regulatory approvals and
contractual consents.

GFL and Transforce will work together to obtain the required
approvals and expect to close the transaction by February 1, 2016.
GFL intends to fund the balance of the purchase price through a
combination of new equity from new and existing equityholders, term
bank debt and issuance of high yield notes.

As part of the new equity, $100 million is expected to be satisfied
by the issuance to Transforce of shares of GFL, subject to certain
closing conditions. GFL anticipates that funding of the acquisition
will result in pro forma leverage consistent with its current
level. The rating action reflects the size of the transaction
compared with the size of the Company's asset base and the lack of
detailed information on how the Company plans to finance the
acquisition. DBRS will resolve the Developing Implications once the
transaction has closed.

                                         Rating
  Issuer          Debt Rated             Action    Rating
  ------          ----------             ------    ------  
GE Environmental  Issuer Rating          UR-Dev      B

GE Environmental  Sr. Unsecured Notes    UR-Dev      B



GOODYEAR TIRE: Fitch Assigns 'BB-/RR4' Rating to Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-/RR4' to The Goodyear
Tire & Rubber Company's (GT) proposed issuance of $1 billion in
eight-year senior unsecured notes. The Issuer Default Rating (IDR)
for GT is 'BB-', and the Rating Outlook is Stable.

The proposed notes will be guaranteed by GT's U.S. and Canadian
subsidiaries that also guarantee certain of the company's secured
credit facilities and its senior unsecured notes. GT may suspend
the guarantees if the notes are rated investment grade by two
rating agencies. Proceeds from the proposed notes will be used to
redeem GT's $1 billion in 8.25% senior unsecured notes due 2020,
which became callable on Aug. 15, 2015. By refinancing the 8.25%
notes, GT will likely lower its cost of debt and shift a
substantial maturity three years further into the future.

KEY RATING DRIVERS

GT's ratings reflect the strengthening of the tire manufacturer's
credit profile over the past several years as a result of its
significantly improved profitability, especially in North America,
and the substantial decline in its pension obligations after fully
funding its U.S. plans. GT's focus on high value added (HVA) tires
and its cost reduction initiatives have resulted in substantial
margin growth and increased operating income, even as its revenue
has declined. Despite lower sales, GT has retained a strong market
position as the third-largest global manufacturer of replacement
and original equipment (OE) tires.

Rating concerns include growing tire industry capacity,
particularly in North America, and volatile raw material costs,
especially for natural rubber and petroleum-based commodities.
Conditions in the European tire market also remain a concern,
despite some improvement over the past two years. Other concerns
include the level of fixed costs in GT's business and the related
sensitivity of its financial performance to economic conditions;
working capital variability, despite expectations for improvement;
and overall profitability that continues to lag several of its key
European and Asian competitors. The increase in GT's
shareholder-friendly activities over the past two years, including
a rising dividend and share repurchases, is also a concern,
although Fitch does not expect the company to raise incremental
long-term debt to fund these activities.

As of Sept. 30, 2015, GT's debt totaled $6 billion, down from $6.4
billion at year-end 2014. Fitch-calculated EBITDA in the 12 months
ended Sept. 30, 2015 was $2.4 billion, leading to Fitch-calculated
leverage (debt/Fitch-calculated EBITDA) of 2.4x. Fitch-calculated
free cash flow (FCF) in the 12 months ended Sept. 30, 2015 was $903
million, leading to a FCF margin of 5.4%. Fitch expects GT's credit
protection metrics will strengthen over the intermediate term as
overall tire demand grows along with the global car parc,
particularly in emerging markets, and as the company continues to
work on improving its cost structure. Fitch expects leverage to
decline as GT's earnings rise and as it focuses on reducing debt.
Fitch also expects reduced variability in the company's quarterly
cash flows as it focuses on working capital management.

KEY ASSUMPTIONS

-- Global tire demand grows modestly, but demand remains weak in
Latin America.
-- Sales in the near term are negatively affected by the strong
U.S. dollar, with some improvement after 2015.
-- GT's pension contributions decline significantly in 2015 and
beyond due to the near fully funded status of its U.S. plans.
-- Capital spending running between $1.1 billion and $1.25 billion
over the intermediate term, as the company invests in growth
initiatives, including its new plant in the Americas.
-- Fitch assumes that dividends will rise annually over the next
few years.
-- The company maintains roughly $2 billion in cash on its balance
sheet, with excess cash used for share repurchases.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Demonstrating growth in tire unit volumes, market share and
revenue;
-- Producing FCF margins of 2% or better for an extended period;
-- Generating sustained gross EBITDA margins of 12% or higher;
-- Maintaining leverage near 2.5x for an extended period.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- A significant step-down in demand for the company's tires
without a commensurate decrease in costs;
-- An unexpected increase in costs, particularly related to raw
materials, that cannot be offset with higher pricing;
-- A decline in the company's cash below $1.5 billion for several
quarters;
-- A sustained period of negative free cash flow;
-- An increase in gross EBITDA leverage to above 3.5x for a
sustained period, particularly as a result of shareholder-friendly
activities.

Fitch currently rates GT and its subsidiary Goodyear Dunlop Tires
Europe B.V. (GDTE) as follows:

GT

-- IDR 'BB-';
-- Secured bank credit facility 'BB+/RR1';
-- Secured second-lien term loan 'BB+/RR1';
-- Senior unsecured notes 'BB-/RR4';

GDTE

-- IDR 'BB-';
-- Secured bank credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2';

The Rating Outlook for GT and GDTE is Stable.



GOODYEAR TIRE: Moody's Assigns Ba3 Rating on Proposed $1BB Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed $1
billion issuance of senior unsecured notes by The Goodyear Tire &
Rubber Company.  The net proceeds from the notes, together with
current cash and cash equivalents, will be used to redeem the
company's 8.25% Senior Notes due 2020 at the redemption price of
104.125% plus accrued and unpaid interest.

Ratings Assigned:

  New Senior unsecured guaranteed notes, at Ba3 (LGD4).

Moody's maintains these ratings for Goodyear and its subsidiaries:

The Goodyear Tire & Rubber Company

  Corporate Family Rating, at Ba2;
  Probability of Default Rating, at Ba2-PD;
  $1 billion (remaining amount) second lien term loan due 2019, at

   Baa3 (LGD2);
  8.75% senior unsecured guaranteed notes due 2020, at Ba3 (LGD4);
  8.25% senior unsecured guaranteed notes due 2020, at Ba3 (LGD4);
  6.5% senior unsecured guaranteed notes due 2021, at Ba3 (LGD4);
  7.0% senior unsecured guaranteed notes due 2022, at Ba3 (LGD4);
  7.0% senior unsecured unguaranteed notes due 2028, at B1 (LGD6);
  Speculative Grade Liquidity Rating, at SGL-1

Goodyear Dunlop Tires Europe B.V.:

  6.75% senior unsecured Euro notes due April 2019, at Ba1 (LGD2)

RATINGS RATIONALE

On Aug. 6, 2015, Moody's raised Goodyear's Corporate Family Rating
(CFR) and Probability of Default Rating to Ba2 and Ba2-PD,
respectively, and assigned a stable rating outlook.  See press
release dated Aug. 6, 2015.  Interest savings resulting from the
current transaction, along with the company's ongoing improvement
in segment operating income, and a long-term favorable business
environment for tires, are expected to solidly position the
company's credit metrics in line with the Ba2 CFR.  For the LTM
period ending Sept. 30, 2015, Goodyear's debt/EBITDA approximated
3.2x and EBITA/interest approximated 2.9x.

A higher rating or outlook over the near term is unlikely as
Goodyear's credit metrics gradually improve within the assigned
rating range.  Over the intermediate term, a higher rating or
outlook could result from sustained industry conditions which
support improvement in profit margins and debt reduction.  A higher
rating or outlook could result from EBITA/interest at or above
4.0x, and debt/EBITDA at or about 2.0x while maintaining at least a
good liquidity profile.

A lower rating outlook or rating could result if industry
conditions deteriorate through weakening volume trends, competitive
pressures, or increasing raw material costs which are not offset by
improved product mix, pricing, or restructuring actions.  A lower
rating outlook or rating could result from deteriorating EBITA
margins, the inability to generate positive free cash flow
sufficient to maintain debt/EBITDA at 3x, or EBITA/Interest at 3x.
Ratings pressure could also arise from a meaningful decline in the
company's liquidity profile.

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

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 49 manufacturing facilities
in 22 countries around the world.  Revenues for the LTM period
ending Sept. 30, 2015, were approximately $16.7 billion.


GOODYEAR TIRE: S&P Assigns 'BB' Rating on Proposed $1BB Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to The Goodyear Tire & Rubber Co.'s
proposed $1 billion senior unsecured note issuance.  The '4'
recovery rating indicates S&P's expectation of average recovery
(30%-50%; lower half of the range) in the event of a default.

The company plans to use the proceeds from this issuance to redeem
its existing $1 billion 8.25% senior unsecured notes.

All of S&P's other ratings on The Goodyear Tire & Rubber Co. remain
unchanged.  For the complete recovery analysis, please see S&P's
recovery report on The Goodyear Tire & Rubber Co. to be published
shortly after the release of this report on RatingsDirect.

RATINGS LIST

The Goodyear Tire & Rubber Co.
Corporate Credit Rating               BB/Stable/--

Ratings Assigned

The Goodyear Tire & Rubber Co.
Proposed $1 Bil. Snr Unsecrd Nts      BB
  Recovery Rating                      4L



GREAT ATLANTIC: Committee Extends Challenge Period Termination Date
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Southern District of New York to approve a
stipulation it had entered into with Wells Fargo Bank, National
Association, as Prepetition ABL Agent and Prepetition Term Loan
Agent, with regard to the reservation of certain Committee
challenge rights under the Court's Final Order authorizing Debtor
In Possession Financing.

The Committee notes that the Final DIP Order provides that a
challenge to the Debtors' stipulations in connection with the
prepetition obligations and the prepetition liens must be commenced
on or before the 60th day after the date of entry of the Final DIP
Order.  The Final DIP Order also provides that the Challenge Period
Termination Date does not apply to the determination of the allowed
amount of any secured claim of the prepetition secured parties
under Section 506(a) of the Bankruptcy Code.  

The Committee relates that it has undertaken its review of the
matters and documents subject to the Challenge and has determined
that certain rights, claims and matters relevant to the Prepetition
ABL Facility and the Prepetition Term Loan Facility ("Prepetition
Loan Documents") may warrant further investigation and possible
assertion by the Committee.  The Committee further relates that in
order to avoid the necessity for the Committee to assert or
prosecute the Reserved Matters prior to the Challenge Period
Termination Date, the Committee and the Prepetition Senior Agents
have entered into a Stipulation and Order to toll the Challenge
Period Termination Date, as it applies solely to the Committee for
the Reserved Matters.

The Stipulation contains, among others, the following relevant
terms:

     (1) The Challenge Period Termination Date in the Final DIP
Order shall be deemed extended, solely with respect the Reserved
Matters and for the benefit of the Committee, from October 13, 2015
until Nov. 2, 2015 ("Tolling Period").

     (2) The Tolling Period will apply solely to a Challenge by the
Committee with respect to the following rights, claims and matters
("Reserved Matters"): (i) the Committee's ability to contest the
allowance of any interest paid or accrued under the Prepetition
Loan Documents; (ii) the Committee's ability to contest the
accuracy of the calculation of the amount of any principal,
interest, fees, costs or charges paid or accrued under the
Prepetition Loan Documents; (iii) the Committee's ability to
contest the reasonableness pursuant to section 506(b) of the
Bankruptcy Code of the amounts of any fees, costs or charges to the
extent provided for under the Prepetition Loan Documents; (iv) the
Committee's ability to contest the validity, enforceability,
perfection or priority of the Prepetition Liens against the
personal property assets, real property assets and leasehold
interests.

     (3) The Challenge Period Termination Date will be deemed to
have occurred as of Oct. 13, 2015, with respect to all other
matters, that are not Reserved Matters, otherwise subject to a
Challenge under the Final DIP Order.

The Official Committee of Unsecured Creditors is represented by:

          Robert J. Feinstein, Esq.
          Bradford J. Sandler, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          780 Third Avenue, 34th Floor
          New York, NY 10017
          Telephone: (212)561-7700
          Facsimile: (212)561-7777
          E-mail: rfeinstein@pszjlaw.com
                  bsandler@pszjlaw.com

Wells Fargo Bank, National Association, as Agent for the ABL
Secured Parties, is represented by:

          Kevin J. Simard, Esq.
          CHOATE, HALL & STEWART LLP
          Two International Place
          Boston, MA 02110
          Telephone: (617)248-4086
          Facsimile: (617)502-4086
          E-mail: ksimard@choate.com

                     About Atlantic & Pacific

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

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

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

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

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

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

Elise S. Frejka was appointed as consumer privacy ombudsman.



GT ADVANCED: To Hold Fourth Online Auction for Excess Assets
------------------------------------------------------------
GT Advanced Technologies Inc. announced its plan to hold a fourth
online auction for its excess assets.

The auction will be conducted in accordance with the order dated
April 16, 2015, issued by the U.S. Bankruptcy Court for the
District of New Hampshire, which authorized the company to sell its
excess assets via online auction.

A list of the assets that will be sold at the auction can be
accessed for free at http://is.gd/CEbdHl

                         About GT Advanced

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

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

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

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

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

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

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

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

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


HUNTINGTON INGALLS: Fitch Assigns BB+EXP'/'RR4 to Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+EXP'/'RR4' to Huntington
Ingalls Industries, Inc.'s (HII) proposed senior unsecured notes.
HII plans to issue $600 million of 10-year notes that will rank
equally with the company's existing unsecured notes.

Proceeds will be used to fund a tender for HII's outstanding 7.125
% senior unsecured notes due 2021. HII's total debt will remain
unchanged after the transactions, and Fitch's ratings will cover
approximately $1.3 billion of outstanding debt after giving effect
to the new issuance and the expected repayment of the existing
notes.

HII's existing ratings are listed at the end of this release. The
Rating Outlook is Stable.

The indenture governing the proposed notes will have significantly
different restrictive covenants from those governing the currently
outstanding $600 million 7.125% senior unsecured notes due 2021,
but it will be largely in line with the indenture governing the
$600 million 5% senior unsecured notes due 2021. The restrictive
covenants for the new notes will contain a change of control
provision, limitation on liens and certain other customary
limitations. However, unlike the covenants in the existing
indenture, they will not limit the company's ability to raise
additional unsecured debt, pay dividends or repurchase shares.
Additionally, the new notes will not be subject to interest
coverage and leverage ratios. Fitch views the change in covenants
as credit neutral for HII.

KEY RATING DRIVERS

Ratings are supported by solid free cash flow generation (FCF -
operating cash flows less CapEx and dividends), a large backlog,
and strong credit metrics for the current ratings. For the last 12
months (LTM) ending June 30, 2015, the company had gross leverage
(debt over EBITDA) of 1.6x, down from 1.9x and 2.3x at the end of
2014 and 2013, respectively. On July 13, 2015, the company amended
and restated its credit agreement effectively increasing its
revolving credit facility to $1.25 billion from $650 million.
Simultaneously, the company repaid $345 million of term loans
outstanding under the previous credit facility. Fitch estimates
HII's leverage will be 1.3x at the end of the third quarter after
giving effect to the repayment of the term loans. Fitch expects the
company's leverage will remain stable over the next several years.


The ratings are also supported by the improving operating
performance due to cost reduction initiatives and improved
execution, and HII's plan to diversify revenues from its exposure
to the U.S. government's military spending by making medium-sized
acquisitions. Additionally, the company has a significant role in
the U.S. Navy's 30-year shipbuilding plan released in April 2015.

Fitch's rating concerns for HII include low customer and product
diversification and a significant exposure to program execution
risk as evidenced by the underperformance of its Ingalls segment
from 2010 to 2012 due to troubles with LPD and LHA ships.
Additional concerns include large annual net working capital
swings, increased dividends, and the company's exposure to risks to
core defense spending after fiscal 2015. HII generates nearly all
of its revenues from the U.S. government, exposing the company to
changes in plans regarding the fleet needs of the Department of
Defense and the Department of Homeland Security. In addition, Fitch
is concerned with future cash deployment actions as the company
continues refining its cash deployment strategy.

The notching up of the senior secured credit facility by one rating
level from the IDR of 'BB+' to 'BBB-' is supported by the coverage
provided by HII's tangible assets and operating EBITDA compared to
the fully drawn facility. The collateral for the facility includes
substantially all of HII's assets with the exception of the
Avondale shipyard and a few other exclusions.

KEY ASSUMPTIONS

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

-- Low single-digit annual revenue growth;
-- Steady EBITDA margins in the range of 13% to 14%;
-- Dividend payments increase steadily over the next several
years, and Fitch does not anticipate material share repurchases;
-- Post-dividend FCF margin will remain within the range of 3.5%
to 4%;
-- Capital expenditures will be in the range of 2.75% to 3.5% of
revenues;
-- Debt level will remain steady;
-- Pension contributions will not be a significant portion of the
company's cash deployment in the near future.

RATING SENSITIVITIES

Fitch may consider a positive rating action if HII's overall credit
metrics continue to strengthen, including if its leverage and FFO
adjusted leverage decline and remain in the range of 1.25x-1.5x and
2x-2.5x, respectively. Fitch is not likely to take a positive
rating action on HII until U.S. defense spending trends stabilize,
the company has a defined cash deployment strategy, and it
completes the Avondale shipyard closure.

Given the company's low diversification and its exposure to project
execution risks, Fitch expects HII would need to maintain stronger
than average credit metrics and financial flexibility in order to
obtain investment-grade ratings.

A negative rating action is not likely in the near future; however,
it would be considered should the company's leverage and FFO
adjusted leverage increase and remain above 2.5x and 3.5x,
respectively. Other metrics in addition to leverage would also be
considered in determining negative rating actions.

LIQUIDITY

The company has a strong liquidity position. As of June 30, 2015,
HII had liquidity of $1.6 billion, including $960 million in cash
and $620 million of availability under its $650 million revolving
credit facility, after giving effect to $30 million of outstanding
letters of credit. Fitch estimates the company's liquidity will
increase to approximately $1.9 billion at the end of the third
quarter of 2015 after giving effect to the higher limit of the
revolving credit facility and lower cash balances following the
repayment of the term loans.

Fitch currently rates HII as follows:

-- IDR 'BB+';
-- Senior secured bank facilities 'BBB-/RR1';
-- Senior unsecured debt 'BB+/RR4'.

The Rating Outlook is Stable.



HUNTINGTON INGALLS: Moody's Assigns Ba2 Rating on $600MM Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Huntington
Ingalls Industries, Inc.'s ("HII") planned $600 million senior
unsecured notes due 2025, and affirmed all other ratings including
the Ba1 Corporate Family Rating.  Moody's also raised the
Speculative Grade Liquidity rating to SGL-1 from SGL-2.  The rating
outlook is stable.

Ratings list:

Assignments:

Issuer: Huntington Ingalls Industries, Inc.

  Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4)

Outlook Actions:

Issuer: Huntington Ingalls Industries, Inc.

  Outlook, Remains Stable

Affirmations:

Issuer: Huntington Ingalls Industries, Inc.

  Probability of Default Rating, Affirmed Ba1-PD
  Corporate Family Rating, Affirmed Ba1
  Senior Secured Bank Credit Facility, Affirmed Baa2 (LGD2)
  Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4)

Issuer: Mississippi Business Finance Corporation

  Senior Unsecured Revenue Bonds, Affirmed Ba2 (LGD4)

Raised Ratings:

  Speculative Grade Lidquidity rating to SGL-1 from SGL-2

RATINGS RATIONALE

HII's credit metrics compare favorably to other companies also at
the Ba1 rating level and HII has developed a strong business
profile, characteristics which could lead to a higher rating.
However, as the performance goals set following the 2011 spin-off
from Northrop Grumman Corporation have been largely achieved
(completing unprofitable, fixed price amphibious assault ship
projects and expanding reported operating margin to 9% by 2015),
HII is now entering a more mature stage as an independent company.

In Moody's view, HII is at a crossroad with regard to investment
choices and funding strategies, with the added complexity the core
shipbuilding business is not expected to grow.  In 2014 the company
made acquisitions using approximately 50% of free cash flow.  Since
then, $106 million, or about 40% has been written off through
impairments.  The company's search for alternative uses of its
Avondale, LA shipyard continues but the likelihood of the yard
being re-purposed for a commercial sector pursuit (and thereby
bringing an alternate revenue stream) has diminished with low
energy prices.  The recently executed $1.25 billion revolving
credit facility (up from $650 million) substantially expanded
financial capacity with wide covenant cushion, permitting full
availability of the commitment.

HII has a strong market position as a Tier One prime contractor to
the US Navy.  Order backlog has reached $24 billion as of
June 2015, up from $15 billion at the end of 2012.  Most recently,
HII was awarded a $3.4 billion construction contract for the second
Ford-class aircraft carrier, CVN 79.  Strong liquidity and
expectation that credit metrics will remain solid support the CFR,
including debt to EBITDA in the mid 2x, EBIT to interest in the mid
5x.

The upgrade to SGL-1 from SGL-2 denotes a very good liquidity
profile that now exists.  The $1.25 billion revolving credit
facility provides ample liquidity in addition to a good level of
cash and expected free cash flow.  The cash balance should exceed
$800 million by year end, enough to cover seasonal working capital
use in the first quarter of 2016.  As well, the company no longer
has scheduled term loan amortization as that obligation was repaid
in July.

The Stable rating outlook is based on expectation of supportive
credit metrics for the Ba1 CFR, with operating margin of around 9%.
Up front investments on new ship classes that the Navy may pursue
and possible commercial uses for a repurposed Avondale facility
could raise capital requirements and executional challenge, but HII
possesses good financial capacity.

The Ba2 rating assigned to the planned $600 million senior
unsecured notes due 2025, one notch below the CFR, reflects the
effectively junior position that the notes will have within the
capital structure compared to HII's first lien revolver.  Proceeds
of the planned senior unsecured notes due 2025 will help fund the
tender offer and consent solicitation for the $600 million senior
unsecured notes due 2021.  The company plans to redeem any 2021
notes that remain outstanding after the tender offer.

The ratings could be upgraded based on the expectation of continued
prudent financial policy in light of the non-defense end market
expansion opportunities, including strong liquidity, sustained
investment within the defense business and a measured approach to
dividend and stock repurchase spending.  Clarity that the Navy can
meet future shipbuilding needs in ways that do not harm the
company's revenues and earnings continuity over the intermediate
term, and an ultimate decision on the use of the Avondale facility
that will limit risk would contribute to a rating upgrade as would
expectation of debt/EBITDA below 2.5x, EBIT/interest close to 5x
and retained cash flow to net debt of 30% or higher.

The ratings could be downgraded with weakening liquidity,
debt/EBITDA above 3x, a material degree of backlog erosion, or
financial policy aggressiveness such as large debt financed
acquisitions or significantly increased level of dividends/stock
repurchases.

Huntington Ingalls Industries, Inc., through its Newport News, VA
and Pascagoula MS shipyards, provides full service design,
engineering, construction, and lifecycle support of major surface
ship programs for the U.S. Navy.  Revenues over the twelve months
ended June 30, 2015 were approximately $7 billion.

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



HUNTINGTON INGALLS: S&P Rates Proposed $600MM Unsec. Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '4' recovery rating on Huntington Ingalls Industries
Inc.'s (HII) proposed $600 million unsecured notes due 2025.  The
'4' recovery rating on the notes reflects S&P's expectation for
average recovery (30%-50%; upper half of the range) in a default
scenario.

The company will use the proceeds from these notes to repay its
existing $600 million 7.125% notes due 2021.  The proposed
transaction will not significantly alter the company's credit
metrics, therefore S&P's corporate credit rating and outlook on
Huntington Ingalls Industries Inc. remain unchanged.

S&P's ratings on Huntington Ingalls reflect its position as one of
only two large ship builders for the U.S. Navy and its large
backlog, which should provide the company with steady demand for
the next few years.  However, HII has limited product and customer
diversity and is exposed to possible long-term budget pressures.
S&P expects that the company's credit ratios will improve in 2015
because of increased earnings, posting a funds from
operations-to-debt ratio of around 45% and a debt-to-EBITDA metric
of 1.5x.

RECOVERY ANALYSIS

   -- S&P estimates that for the company to default, its EBITDA
      would need to decline significantly from current levels,
      likely due to a decline in defense spending or the
      cancelation of a major shipbuilding program.  S&P believes
      that Huntington Ingalls' emergence EBITDA would be greater
      than its default EBITDA as the company would likely be able
      to reduce costs and rationalize its business in bankruptcy
      to meet the lower demand.

   -- S&P believes that if HII were to default, its business would

      remain viable because of its positions as one of only two
      providers of large warships to the U.S. Navy and as the only

      builder of nuclear powered aircraft carriers.  Therefore,
      S&P believes that debtholders would achieve the greatest
      recovery value through a reorganization rather than
      liquidation.  S&P used the enterprise valuation methodology
      to determine recovery, using a 5.5x multiple of its
      projected emergence EBITDA.

   -- Other key assumptions at default include: LIBOR rises to 325

      basis points (bps); the revolver is 85% drawn (net of
      letters of credit, which are assumed to remain outstanding
      but undrawn); a 150 bp increase in the cost of borrowing
      under the credit facility due to credit deterioration that
      would necessitate covenant amendments; and all debt includes

      six months of accrued interest.

Simulated default and valuation assumptions:

   -- Simulated year of default: 2020
   -- EBITDA at emergence: $350 million
   -- EBITDA multiple: 5.5x

Simplified waterfall:

   -- Net enterprise value (after 5% admin. costs): $1.829 billion
   -- Valuation split (obligors/nonobligors): 100%/0%
   -- Value available to first-lien debt claims
      (collateral/noncollateral):
   -- $1.829 billion/$0
   -- Secured first-lien debt claims: $1.065 billion
      -- Recovery expectations: 90%-100%
   -- Total value available to unsecured claims: $764 million
   -- Senior unsecured debt/pari passu unsecured claims:
      $1.339 billion/$345 million
      -- Recovery expectations: 30%-50% (upper half of the range)

RATINGS LIST

Huntington Ingalls Industries Inc.
Corporate Credit Rating              BB+/Stable/--

Ratings Assigned

Huntington Ingalls Industries Inc.
$600 Mil. Unscrd Nts Due 2025        BB+
  Recovery Rating                     4H



HUTCHESON MEDICAL: To Shut Down by Month's End
----------------------------------------------
Tyler Jett, writing for Times Free Press, reported that U.S.
Bankruptcy Court Judge Paul Bonapfel ordered that Hutcheson
Medical's main campus, outpatient services and cancer center shut
down within about a month during a hearing on Oct. 30.

According to the report, the shut down comes because the hospital
does not have enough cash flow to support itself as the patient
count has dwindled in recent months.  The hospital laid off 58
employees in September and about 70 more in October, the report
said.

The report pointed out that Erlanger Health System, which loaned
Hutcheson about $20 million in 2011, has pushed for more than a
year to foreclose on the property.  In addition, Bonapfel will
allow Hutcheson to auction away Parkside Nursing Home and the
hospital recently received a stalking horse bid from Maybrook LLC
for about $7.2 million, the report said.  Meanwhile, Hutcheson is
in the final stages of negotiating an agreement with the Walker
County government, which plans to buy the Chickamauga Family
Practice clinic. The hospital shut down the clinic to save money,
the report further related.

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from
The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and
14-42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are
jointly administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March
20, 2015.

HMC disclosed $32.8 million in assets and $52.9 million in
liabilities as of the Chapter 11 filing.

No request has been made for the appointment of a trustee or
examiner.


HYDROCARB ENERGY: Needs More Time to File Fiscal 2015 Form 10-K
---------------------------------------------------------------
Hydrocarb Energy Corporation notified the Securities and Exchange
Commission that it has experienced delays in completing its
financial statements for the year ended July 31, 2015, as its
auditor has not had sufficient time to audit the financial
statements for that period.  As a result, the Company is delayed in
filing its Annual Report on Form 10-K for the year ended
July 31, 2015.

                       About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Hydrocarb Energy reported a net loss of $6.55 million on $5.06
million of revenues for the year ended July 31, 2014, compared to
a net loss of $37.5 million on $7.07 million of revenues for the
year ended July 31, 2013.

As of April 30, 2015, the Company had $27.6 million in total
assets, $24.2 million in total liabilities and $3.4 million in
total equity.

"A decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in
our ability to raise additional capital for our operations.
Because our operations to date have been largely financed through
the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and
our continued operations.  A reduction in our ability to raise
equity capital in the future could have a material adverse effect
upon our business plan and operations, including our ability to
continue our current operations," the Company stated in its
annual report for the year ended July 31, 2014.


INDUSTRIAL ENTERPRISES: Suit Against Computershare Dismissed
------------------------------------------------------------
Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem,
Inc., filed an adversary proceeding against Computershare Trust
Company, Inc., and three other defendants in the Delaware
bankruptcy court.  On January 20, 2012, IEAM filed an amended
complaint in the Delaware adversary proceeding.

In May 2013, the Delaware bankruptcy court appointed plaintiff
Norman Pernick as the Chapter 11 Trustee of IEAM.  On August 2,
2013, the Delaware bankruptcy court dismissed IEAM's claims against
Computershare in the Delaware adversary proceeding pursuant to the
Agreement's forum selection clause.  Computershare agreed to waive
any statute of limitations arguments it could not have raised in
the adversary proceeding, provided IEAM filed its complaint in
Colorado within 90 days of the Delaware bankruptcy court's order
dismissing the adversary proceeding.

On October 30, 2013, the Trustee filed the present case on behalf
of IEAM and as an assignee of certain of IEAM's shareholders
asserting Colorado-law claims against Computershare for fraud,
professional negligence, negligence, constructive fraud/unjust
enrichment, and breach of contract. Plaintiff asserted claims for
recovery of fees IEAM paid to Computershare.  The Plaintiff sought
among other things, restitution from Computershare for the full
value of the improperly issued shares.  The Defendant filed a
Motion to Dismiss the Complaint raising the issues of whether a
transfer agent has a duty to investigate the validity of an
issuance of stock and whether the indemnification clause in the
contract between the transfer agent and the company is enforceable.


Judge Philip A. Brimmer of the United States District Court for the
District of Colorado granted Computershare's motion to dismiss the
Complaint and dismissed the case in its entirety.

The case is captioned NORMAN L. PERNICK as Chapter 11 Trustee of
the Bankruptcy Estate of Industrial Enterprises of America, Inc.,
on behalf of itself, the estate and as assignee of its
shareholders, Plaintiff, v. COMPUTERSHARE TRUST COMPANY, INC.,
Defendant, CIVIL ACTION NO. 13-CV-02975-PAB-KLM (D. Colo.).

A full-text of the Order dated September 29, 2015 is available at
http://is.gd/2VudGUfrom Leagle.com.

Norman L. Pernick, Plaintiff, represented by Raymond Aaron Bragar,
Esq. -- bragar@bespc.com -- BRAGAR EAGEL & SQUIRE, P.C., Meghan
Joan Summers, Esq. –- summers@bespc.com -- BRAGAR EAGEL & SQUIRE,
P.C & Peter S. Linden, Esq. – linden@bespc.com -- BRAGAR EAGEL &
SQUIRE, P.C.

Computershare Trust Company, Inc., Defendant, represented by
Charles W. Azano, Esq. -- CWAzano@mintz.com -- MINTZ LEVIN COHN
FERRIS GLOVSKY & POPEO, PC, John McDonald Delehanty, Esq. --
JMDelehanty@mintz.com -- MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO,
PC, John Stevens McMahon, III, Esq. -- JSMcMahon@mintz.com -- MINTZ
LEVIN COHN FERRIS GLOVSKY & POPEO, PC & Patrick John Russell, Esq.
-- ALLEN & VELLONE, P.C.

             About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


INSITE VISION: Sun Pharma Completes Tender Offer for InSite Vision
------------------------------------------------------------------
Sun Pharmaceutical Industries Ltd. announced the successful
completion of the cash tender offer by Thea Acquisition Corp., an
indirect wholly owned subsidiary of Sun Pharma, for all outstanding
shares of common stock of InSite Vision Incorporated, which expired
at 12:00 midnight, New York City time, on Oct. 27, 2015.  

American Stock Transfer & Trust Company, LLC, the depositary for
the tender offer, has indicated that, as of the expiration of the
tender offer, 104,216,642 shares of common stock of InSite had been
tendered into and not properly withdrawn from the tender offer.
These shares represent approximately 79% of InSite's currently
outstanding shares of common stock and approximately 68% of
InSite's outstanding shares of common stock on a fully diluted
basis (as determined pursuant to the merger agreement among InSite,
Ranbaxy, Inc. and Thea).  In addition, the depositary has received
commitments to tender approximately 379,349 shares of common stock
of InSite in accordance with the guaranteed delivery procedures,
which, when combined with the shares tendered and not properly
withdrawn from the tender offer, represent approximately 79% of
InSite's currently outstanding shares of common stock and
approximately 68% of InSite's outstanding shares of common stock on
a fully diluted basis (as determined pursuant to the merger
agreement).  All InSite shares that were validly tendered into the
tender offer and not properly withdrawn have been accepted for
payment.

Sun Pharma announced that, following receipt by the depositary of
the requisite documents in respect of the shares of InSite common
stock that were tendered in accordance with the guaranteed delivery
procedures, Thea intends to exercise its option under the merger
agreement (the "top-up option") to purchase directly from InSite an
additional number of shares sufficient to give it ownership of one
share more than 90% of InSite's outstanding shares of common stock
when combined with the shares of InSite common stock purchased in
the tender offer, will represent at least 90% of the outstanding
shares of InSite common stock.  Sun Pharma then intends to cause
Thea to effect a "short-form" merger under Delaware law as promptly
as practicable following the exercise of the top-up option, without
the need for a meeting of InSite stockholders.

As a result of the merger, (i) each issued and outstanding share of
InSite common stock (other than shares of InSite common stock owned
by Ranbaxy, Inc., Thea or InSite (or held in its treasury), any
subsidiary of Ranbaxy, Inc. or InSite, or by any stockholder of
InSite who or which is entitled to and properly demands and
perfects appraisal of such shares of InSite common stock pursuant
to, and complies in all respects with, the applicable provisions of
Delaware law) will be cancelled and converted into the right to
receive $0.35 and (ii) each option to acquire shares of InSite
common stock that is unexercised and outstanding as of immediately
prior to the merger, (A) to the extent not then vested or
exercisable, will become fully vested and exercisable contingent
upon the completion of the merger and (B) will be cancelled and
converted into the right to receive a cash payment in an amount
equal to the excess, if any, of $0.35 over the exercise price of
such option to acquire shares of InSite common stock.

After the Merger, InSite would be an indirect wholly owned
subsidiary of Sun Pharma and InSite will no longer have reporting
obligations under the Securities Exchange Act of 1934, as amended.

                           InSite Vision

Based in Alameda, California, InSite Vision Incorporated (OTCBB:
INSV) -- http://www.insitevision.com/-- is committed to
advancing new and superior ophthalmologic products for unmet eye
care needs.  The company's product portfolio utilizes InSite
Vision's proven DuraSite(R) bioadhesive polymer core technology, a
platform that extends the duration of drug retention on the
surface of the eye, thereby reducing frequency of treatment and
improving the efficacy of topically delivered drugs.

Burr Pilger Mayer, Inc., in E. Palo Alto, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company's recurring losses from operations, available cash balance
and accumulated deficit raise substantial doubt about its ability
to continue as a going concern.

Insite Vision reported net income of $26.8 million in 2014 compared
to net income of $5.7 million in 2013.

As of June 30, 2015, the Company had $4.6 million in total assets,
$19.2 million in total liabilities and a $14.6 million total
stockholders' deficit.


JOC FARMS: Bankr. Court Denies Bid to Enjoin Property Sale
----------------------------------------------------------
Judge David M. Warren of the United States Bankruptcy Court for the
Eastern District of North Carolina, Greenville Division, denied
Karen Briley's motion to enjoin the Liquidating Agent for J.O.C.
Farms, LLC, from selling two personal residences located at 4483
U.S. 264 E., in Greenville, North Carolina and 727 Private Drive,
in Bath, North Carolina, owned by Ms. Briley and the principal of
the Debtor as tenants by the entirety.

The adversary proceeding is KAREN BRILEY, Plaintiff, v. VANDEMERE,
LLC, JDB FARMS, LLC, BRILEY FARMS, LLC, JOSEPH D. BRILEY, JR.,
J.O.C. FARMS, LLC, BRILEY ENTERPRISES OF GREENVILLE, INC., PACTOLUS
FARMS, LLC, HARVEY FERTILIZER AND GAS CO., AGCAROLINA FINANCIAL,
ACA, AGCAROLINA FARM CREDIT, ACA, DEERE & COMPANY, and RICHARD
SPARKMAN, as Liquidating Agent, Defendants, ADVERSARY PROCEEDING
NO. 15-00040-8-DMW (Bankr. E.D.N.C.).

The bankruptcy case is captioned IN RE: J.O.C. FARMS, LLC Chapter
11, Debtor, CASE NO. 12-01285-8-DMW (Bankr. E.D.N.C.).

A full-text copy of the Order dated October 9, 2015 is available at
http://is.gd/ZtyIPvfrom Leagle.com.

Karen Briley, Plaintiff, represented by:

          June L. Basden, Esq.
          Rachel S. Decker, Esq.
          CARRUTHERS & ROTH, P. A.
          235 North Edgeworth Street
          P.O. Box 540 (27402)
          Greensboro, NC 27401
          Show Map | Driving Directions
          Phone: (336) 379-8651
          Fax: (336) 273-7885
          Email: jlb@crlaw.com
                 rsd@crlaw.com

Harvey Fertilizer and Gas Co., Defendant, represented by:

          Michael Fields, Esq.
          Michael Justin Parrish, Esq.
          WARD AND SMITH, PA
          120 West Fire Tower Road
          Winterville, NC  28590
          Phone: 252.215.4000
          Fax: 252.215.4077           
          Email: jmf@wardandsmith.com
                  mjp@wardandsmith.com

             --   and--

          Lisa P. Sumner, Esq.
          POYNER SPRUILL LLP
          301 Fayetteville Street
          Suite 1900, Raleigh
          NC 27601
          Phone: 919.783.2869
    Fax: 919.783.1075
          Email: lsumner@poynerspruill.com

J.O.C. Farms, L.L.C., sought protection under Chapter 11 of the
Bankruptcy Code on February 20, 2012 (Bankr. E.D.N.C., Case No.
12-01285).  The Debtor's counsel is William P. Janvier, Esq., at
Janvier Law Firm, PLLC, in Raleigh, North Carolina.  The petition
was signed by Joseph D. Briley, Jr., member/manager.


LEAR CORP: S&P Raises CCR to 'BBB-' from 'BB+'; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on Southfield, Mich.-based auto supplier
Lear Corp. to 'BBB-' from 'BB+'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'BBB-' from 'BB' and withdrew
its '5' recovery rating on the debt.

Additionally, S&P lowered its issue-level ratings on Lear's
revolver and term loan facility to 'BBB-' from 'BBB' and withdrew
its '1' recovery ratings on the debt.

"The upgrade reflects our view that Lear will sustain the recent
improvement in its EBITDA margins and maintain strong FOCF over the
next two years," said Standard & Poor's credit analyst Nishit
Madlani.

The stable outlook reflects S&P's view that Lear will likely
deliver a stable operating performance with EBITDA margins of
9.0%-9.5% while maintaining a financial risk profile that is
consistent with S&P's current rating over the next 12-24 months.

If adverse market conditions, ongoing large acquisitions, or future
acquisition-integration risks depressed Lear's profitability,
causing its credit metrics to deteriorate, S&P could lower its
rating on the company.  This could occur if Lear's EBITDA margins
were to fall well below 9% on a sustained basis or if S&P believed
that Lear's debt-to-EBITDA metric would remain above 2.0x while its
FOCF-to-debt ratio fell below 25% on a sustained basis.
Alternatively, S&P could lower the rating if a change in the
company's financial policy causes its liquidity cushion to decline
below S&P's base-case estimate of $1.5 billion. This could occur if
the company's shifted its acquisition, shareholder remuneration, or
organic growth strategies.

It is unlikely that S&P would raise its rating on Lear over the
next year because S&P believes that the company's profitability
will remain lower-than-average for the auto supplier industry and
will be vulnerable to the auto industry's volatility, cyclicality,
and competitiveness.  For S&P to eventually upgrade the company,
Lear would need to demonstrate a consistent adjusted FOCF-to-debt
ratio of over 40% while maintaining a prudent financial policy that
supports strong liquidity and a debt-to-EBITDA metric of less than
1.5x.



LOUYA CORP: Ex-Worker Wins $63K for Atty's Fees, Costs
------------------------------------------------------
Juan Gomez Rios, et al., filed a case on August 22, 2014, alleging
claims for unpaid wages and retaliation under the Fair Labor
Standards Act and the New York Labor Law.  After a five-day bench
trial, the United States District Court for the Southern District
of New York found that defendants Service Corp., JBB Bar and Grill
Inc., and Hamimi "Jacques" Ouari violated the FLSA and NYLL and
awarded unpaid wages and liquidated damages.  The Court also found
that the plaintiffs did not meet the burden of proof for illegally
retained tips under NYLL, so no damages were awarded for that
claim.

Because the action has been automatically stayed against defendant
Louya Corp. as a result of its filing a petition for Chapter 11
bankruptcy, the decision and judgment only applied to the three
non-bankrupt defendants.

The Clerk of Court computed interest and entered judgment for the
plaintiffs against Mr. Ouari personally in the amount of $980,788;
and entered judgment for plaintiff Juan Gomez Rios, against Service
Corp. and Mr. Ouari, jointly and severally, in the amount of
$18,206.  On July 24, 2015, the plaintiffs' counsel moved for an
award of $77,048 in attorney's fees and $8,794 in costs, pursuant
to the fee-shifting provisions of the FLSA, and the NYLL.

U.S. District Judge Gregory H. Woods ruled that the plaintiffs are
entitled to $54,929 in attorney's fees and $8,794 in costs and
directed the Clerk of Court to enter the judgment for the
plaintiffs against defendants Service Corp., JBB Bar and Grill
Inc., and Mr. Ouari, jointly and severally, in the amount of
$63,724.

The case is XJUAN GOMEZ RIOS, et al., Plaintiffs, v. LOUYA CORP.,
et al., Defendants, NO. 1:14-CV-6800-GHW (S.D.N.Y.).

A full-text copy of the Memorandum Opinion and Order dated October
8, 2015 is available at http://is.gd/UTZBbufrom Leagle.com.

Plaintiff are represented by Brian Scott Schaffer, Fitapelli &
Schaffer, LLP, Nicholas Paul Melito, Fitapelli & Schaffer LLP &
Arsenio David Rodriguez, Fitapelli & Schaffer LLP.

Louya Corp., Defendant, is represented by Adam Casimir Weiss, 538
Riverdale Avenue, Yonkers, NY 10705,` Phone: (914) 378-1010


MAGNUM HUNTER: Bondholders Hire Advisers as Interest Payment Nears
------------------------------------------------------------------
Lisa Allen, writing for The Deal, reported that Magnum Hunter
Resources Corp.'s bondholders have hired legal and financial
advisers as the oil and gas company nears a $29 million interest
payment on its unsecured bonds, sources said.

According to the report, a source familiar with the situation and
an industry source said a bondholder group has hired Akin Gump
Strauss Hauer & Feld LLP as legal counsel, and The Deal has learned
that the law firm's Arik Preis has the assignment.  The industry
source said the bondholders' financial adviser is Centerview
Partners LLC, the report related.

The clock is ticking for Irving, Tex.-based Magnum Hunter to work
out a plan with its bondholders and preferred stockholders and make
progress on a hoped-for asset sale and joint venture as it
approaches a Nov. 15 payment on its $600 million in 9.75% senior
unsecured bonds due May 15, 2020, the report further related.

The Troubled Company Reporter, on Nov. 3, 2015, reported that
Moody's Investors Service downgraded Magnum Hunter Resources
Corporation's Corporate Family Rating to Caa3, Probability of
Default Rating to Caa3-PD, senior secured second-lien term loan
rating to B3 and senior unsecured notes rating to Ca.  Moody's
affirmed the company's SGL-4 Speculative Grade Liquidity Rating.
The outlook remains negative.

"The downgrade reflects our view that MHR will need to do a debt
restructuring in a continued low commodity price environment, and
may miss the coupon payment on its 9.75% $600 million senior notes
due on November 15 absent a substantive asset sale," said Sajjad
Alam, Moody's AVP-Analyst.  "MHR is aggressively looking to divest
assets, including its midstream gas gathering system (Eureka
Hunter) and a portion of its undeveloped acreage, to raise
liquidity."

The TCR, on June 18, 2015, reported that Moody's Investors Service
downgraded Magnum Hunter Resources Corporation's (MHR) Corporate
Family Rating to Caa2, Probability of Default Rating to Caa2-PD,
senior secured term loan rating to B2 and senior unsecured notes
rating to Caa3.  Moody's also lowered the Speculative Grade
Liquidity Rating to SGL-4 to underscore weak liquidity.  The rating
outlook has been changed to negative from stable.

"The downgrade reflects Moody's view that MHR has an unsustainable
capital structure, and without a permanent reduction in debt
level,
the company will not be able to overcome its chronic liquidity
challenges and will face elevated default risk in a low commodity
price environment," said Sajjad Alam, Moody's AVP-Analyst.
"Despite a substantial increase in production in first quarter
2015, the company will not generate sufficient cash flow to cover
its interest expenses or capex in 2015.  Absent significant cash
infusion through asset sales or capital market transactions, the
company will be hard pressed to make the next coupon payment on
its
9.75% $600 million senior notes on November 15, 2015."


MAKENA GREAT: Summary Judgment on Breach of Guaranty Suit Granted
-----------------------------------------------------------------
This case involves an alleged breach of guaranty after the borrower
defaulted, sought Chapter 11 protection, and sold the property that
secured the debt pursuant to an order from the bankruptcy court.

Before the United States District Court for the District of Nevada
are two competing motions for summary judgment.  Plaintiff Branch
Banking and Trust Company moves for partial summary judgment on its
claim for breach of a guaranty and asks for a valuation hearing.
Defendants YOEL INY, et al., seek summary judgment on all of the
Plaintiff's claims.  

U.S. District Judge Miranda M. Du granted the Plaintiff's Motion
for Partial Summary Judgment and granted the Plaintiff's
Application for Valuation Hearing.  The Court will set a hearing to
determine the fair market value of the Property at the time the
action was commenced.  Judge Du denied the Defendants' Motion for
Summary Judgment.

The case is captioned BRANCH BANKING AND TRUST COMPANY, Plaintiff,
v. YOEL INY, et al., Defendants, CASE NO. 2:11-CV-01777-MMD-VCF.

A full-text of the Order dated October 16, 2015 is available at
http://is.gd/4corAFfrom Leagle.com.

Branch Banking and Trust Company, Plaintiff, represented by Jeremy
J. Nork, Esq. -- jnork@hollandhart.com -- Holland & Hart LLP,
Nicole E. Lovelock, Esq. -- nlovelock@hollandhart.com -- Holland &
Hart LLP & Brian G. Anderson, Esq. -- banderson@hollandhart.com --
Holland & Hart LLP.

Yoel Iny, individually, Defendant, represented by Janet L Rosales,
Esq. -- jrosales@klnevada.com -- Kolesar & Leatham & Bart K Larsen,
Esq. -- blarsen@klnevada.com -- Kolesar & Leatham, Chtd.

         About GAC Storage & Makena Great American Anza Co.

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center  
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.

Anza, Copley and El Monte have filed separate bankruptcy exit
plans.  The Court is slated to consider approval of those plans at
hearings on Sept. 6 and 7, 2012.


MALIBU ASSOCIATES: Debtor & U.S. Bank Amend Bid Procedures
----------------------------------------------------------
Malibu Associates, LLC, and the U.S. Bank, National Association,
entered into a stipulation amending the bidding procedures for the
sale of the Debtor's real property, commonly known as the "Malibu
Country Club," free and clear of all liens, claims encumbrances and
other interests.

The bidding procedures had been previously approved by Judge
Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central
District of California, Northern Division.

The Debtor and U.S. Bank contend that they have entered into a
settlement agreement that resolves, among other things, their
disputes concerning the sale of the Property.  They further contend
that it is in their best interests to amend the bid procedures.

The Amended Bid Procedures contain, among others, the following
terms:

     (1) Bid Requirements: All bids must include the following
documents: (i) An executed copy of the Debtor's form Purchase and
Sale Agreement, together with all schedules marked to show those
amendments and modifications to such agreement that the Qualified
Bidder proposes; (ii) A good faith deposit in an amount equal to
$2,000,000.00 to be received not later than 9:00 a.m. on Nov. 6,
2015; (iii) Written evidence of a commitment for financing or other
evidence of ability to consummate the proposed transaction
satisfactory to the Debtor.

     (2) Qualified Bid: A bid will be considered only if the bid,
among other things, proposes a transaction that the Debtor
determines, is not materially more burdensome or conditional than
the terms of the Form APA and has a value, either individually or,
when evaluated in conjunction with any other Qualified Bid, greater
than or equal to the sum of $35,000,000, and includes a commitment
to consummate the purchase of the Property on or before Dec. 31,
2015.

     (3) Bid Deadline: 9:00 a.m. on Nov. 2, 2015

     (4) Sale Hearing: Dec. 3, 2015 at 10:30 a.m.

Malibu Associates is represented by:

          David L. Neale, Esq.
          Lindsey L. Smith, Esq.
          LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
          10250 Constellation Boulevard, Suite 1700
          Los Angeles, CA 90067
          Telephone: (310)229-1234
          Facsimile: (310)229-1244
          E-mail: dln@lnbyb.com
                  lls@lnbyb.com

                     About Malibu Associates

Headquartered in Malibu, California, Malibu Associates, LLC, owns
the Malibu Golf Club.  The club has a restaurant and clubhouse, in
addition to an 18-hole golf course, on its 650-acre property in
the Santa Monica Mountains.

Malibu Associates sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 15-10477) in Santa Barbara, California, on March 10,
2015, disclosing $76.2 million in total assets and $47.8 million
in total liabilities.  Thomas Hix, managing member of the Debtor,
signed the bankruptcy petition.

The Debtor owns real property located at 901 Encinal Canyon Road,
Malibu, California.  The property secures a $46.8 million debt to
U.S. Bank, National Association, which is secured by a first deed
of trust on the property.  The Los Angeles County Treasurer and
Tax Collector is also owed $459,800, secured by a tax lien on the
property.

The case is assigned to Judge Deborah J. Saltzman.  David L.
Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los
Angeles, serves as counsel to the Debtor.

The Debtor previously sought bankruptcy protection on Nov. 3,
2009, in the Central District of California, San Fernando Valley
Division (Case No. No. 9-24625).  That case was assigned to the
Honorable Maureen A. Tighe, but was later dismissed.  The real
property in Malibu was included in the prior filing.



MANUFACTURERS ASSOCIATES: Case Summary & 20 Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Manufacturers Associates, Inc.
        45 Railroad Avenue
        West Haven, CT 06516

Case No.: 15-31832

Chapter 11 Petition Date: November 2, 2015

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Hon. Julie A. Manning

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, P.C.
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: 203-777-4206
                  Email: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Anthony Parillo, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb15-31832.pdf


MERCURY COMPANIES: Partially Wins Suit Against FNF Security
-----------------------------------------------------------
In an Order dated October 9, 2015, a full-text copy of which is
available at http://is.gd/A4N9XDfrom Leagle.com, Judge Michael E.
Romero of the United States Bankruptcy Court for the District of
Colorado entered judgment in favor of FNF Security Acquisition,
Inc., and against Mercury Companies, Inc., on Mercury's claim for
avoidance of the transfer of the Colorado Subsidiaries, with each
party to bear their own attorneys' fees and costs.

Judge Romero also entered judgment in favor of Mercury and against
FNF Security on Mercury's claim for breach of the parties' Stock
Purchase Agreement and breach of the implied covenant of good faith
and fair dealing in the principal amount of $2,515,996, plus
prejudgment interest from August 5, 2008, through the date of the
judgment on the Order at 5% over the Federal Reserve discount rate,
plus post-judgment interest from the date of this Order at the
federal judgment rate, with each party to bear their own attorneys'
fees and costs.

Moreover, Judge Romero entered judgment in favor of Mercury and
against all Defendants on Mercury's avoidance claim in the
principal amount of $1,685,943, plus prejudgment interest from
August 5, 2008, through the date of the judgment on this Order at
5% over the Federal Reserve discount rate, plus post-judgment
interest from the date of this Order at the federal judgment rate,
with each party to bear their own attorneys' fees and costs.

MERCURY COMPANIES, INC., Plaintiff/Counter-Defendant, v. FNF
SECURITY ACQUISITION, INC., Defendant/Counter-Claimant. and
FIDELITY NATIONAL TITLE COMPANY, USA DIGITAL SOLUTIONS, INC.,
AMERICAN HERITAGE TITLE AGENCY, INC., and MERCURY SERVICES OF UTAH,
INC. Defendants, ADVERSARY NO. 10-01133 MER.

The bankruptcy case is captioned In re MERCURY COMPANIES, INC.,
Chapter 11, Debtor, CASE NO. 08-23125 MER

Mercury Companies, Inc., Plaintiff, represented by:

          Richard B. Benenson, Esq.
          Joshua M. Hantman, Esq.
          Lisa Hogan, Esq.

FNF Security Acquisition, Inc., Defendant, represented by:

          James T. Markus, Esq.
          Steven R. Rider, Esq.
          Jennifer M. Salisbury, Esq.

                 About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq., served as the Debtors' bankruptcy
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, served as the
official committee of unsecured creditors' counsel.

Mercury Companies disclosed $21.8 million in assets and
$63.6 million in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended, on Dec. 13, 2010, after objections by the Texas
Comptroller of Public Accounts and the former employee creditors
were withdrawn.  Under the Plan, Mercury would set $25 million
cash aside in a fund for distribution to general unsecured
creditors.  Mercury estimated that at the conclusion of the claims
resolution process the total allowed general unsecured claims
would be $35 million.  The initial $25 million must be sufficient
to pay unsecured creditors roughly 70% of their claims (although
it will not be paid all at once because of the need to reserve for
disputed claims).  Mercury's remaining activities would generate
more cash so that eventually creditors must receive greater
distributions.


MGM RESORTS: Moody's Puts B2 CFR on Review for Upgrade
------------------------------------------------------
Moody's Investors Service placed the ratings of MGM Resorts
International on review for upgrade following the company's
announcement that it will create a majority-owned real estate
investment trust to be named MGM Growth Properties, LLC (MGP).

"The review for upgrade is based on our view that the creation of a
REIT will enhance MGM's ability to reduce its leverage and further
ease its debt maturity profile, two factors that have historically
been a limiting factor with respect to the company achieving a
higher rating," stated Keith Foley, a Senior Vice President at
Moody's.

"So far, very little in the way of specifics regarding the REIT
proposal were released by MGM.  However, in concept, Moody's
believes the REIT structure can provide MGM with the financial and
operational benefits that will support a B1 Corporate Family
Rating, as well as improve MGM's credit profile over the
longer-term," added Foley.

Ratings placed on review for upgrade:

MGM Resorts International

  Corporate Family Rating -- B2
  Probability of Default Rating -- B2-PD
  $1.2 billion revolver due 2017 -- Ba2 (LGD2)
  $1.03 billion term loan A due 2017 -- Ba2 (LGD2)
  $1.71 billion term loan B due 2019 -- Ba2 (LGD2)
  $242.9 million 6.875% senior notes due 2016 -- B3 (LGD 4)
  $732.7 million 7.5% senior notes due 2016 - B3 (LGD 4)
  $500 million 10% senior notes due 2016 -- B3 (LGD4)
  $743 million 7.625% senior notes due 2017 - B3 (LGD 4)
  $475 million 11.375% senior notes due 2018 - B3 (LGD 4)
  $850 million 8.625% senior notes due 2019 - B3 (LGD 4)
  $500 million 5.25% senior notes due 2020 - B3 (LGD 4)
  $1.0 billion 6.75% senior notes 2020 - B3 (LGD 4)
  $1.25 billion 6.625% senior notes due 2021 - B3 (LGD 4)
  $1.0 billion 7.75% senior notes due 2022 - B3 (LGD 4)
  $1.25 billion 6.00% senior notes due 2023 - B3 (LGD 4)

Mandalay Resort Group (Assumed by MGM Resorts International)

  $0.4 million debentures due 2033 -- B3 (LGD4)

RATINGS RATIONALE

According to the MGM's announcement, the company's REIT proposal
involves the contribution of the real estate associated with ten of
its properties along with a debt and equity capital raise at MGP
that will be used to refinance approximately $4 billion of MGM's
existing debt.  MGM expects to complete the transaction in the
first quarter of 2016.

Moody's review will consider the specifics of the planned REIT
structure as they become available, with a particular focus on how
it will enhance the company's ability to facilitate debt reduction
going forward, particularly in light of its significant
debt-financed development activity over the next few years.

Moody's calculation of MGM's debt/EBITDA for the latest 12-month
period ended September 30, 2015 was about 5.8 times.  This
calculation includes 100% of the debt and EBITDA of MGM's
wholly-owned assets as well as 100% of the debt and EBITDA of the
company's China subsidiary.  The EBITDA portion of this calculation
also includes the cash distributions received from the company's
joint ventures which is reported in the operating activities
section of MGM's consolidated statement of cash flows. It does not,
however, include amounts reported as distributions from
unconsolidated affiliates in excess of cumulative earnings which is
reported in the investing activities section of MGM's consolidated
statement of cash flows.  Any upgrade would require confidence on
Moody's part that MGM can achieve and maintain debt/EBITDA on this
basis closer to 5.0 times over the longer-term.

Moody's decision to place MGM on review for possible upgrade
considers that the company's leverage would not likely improve
immediately as a result of the creation of a REIT.  The proposed
REIT transaction would result in the transfer of about $4 billion
of existing MGM debt to MGP.  However, Moody's would consider the
present value of the REIT-related lease payments to MGP from MGM as
the equivalent of debt.  As a result, Moody's does not expect that
the proposed REIT transaction would result in any immediate or
significant improvement in MGM's leverage on a pro forma basis. For
analysis purposes, Moody's capitalize operating leases at the
greater of (a) the net present value of the minimum contractual
operating lease payments or (b) for gaming companies, 4 times
historical rent.  Until the specific lease terms become available
and are reviewed, the debt equivalent of lease payments cannot be
determined.

Under MGM's REIT proposal, the company will contribute the real
estate of seven of the its Las Vegas resorts and entertainment
properties, including Mandalay Bay, The Mirage, Monte Carlo, New
York-New York, Luxor, Excalibur, and The Park, along with three
regional casino resort properties, including MGM Grand Detroit in
Michigan and Beau Rivage and Gold Strike Tunica, both of which are
located in Mississippi.  MGM will lease these properties under a
long-term, triple-net master lease with an initial 10-year term and
four five-year extensions at MGM's option.  The master lease is
expected to provide MGP with a right of first offer with respect to
MGM's development properties in Maryland and Massachusetts.

MGM will continue to manage and operate the properties and will
retain 100% ownership of the Bellagio and MGM Grand Las Vegas.  In
addition, MGM will continue to own Circus Las Vegas, undeveloped
land holdings, and its equity interests in CityCenter (50%), MGM
China Holdings (51%), Borgata Hotel Casino & Spa (50%), Grand
Victoria (50%), Las Vegas Arena (50%) and Diaoyutai MGM Hospitality
(49%).

MGM operates a portfolio of destination resorts located on the Las
Vegas Strip in Nevada.  The company is in the process of developing
MGM National Harbor in Maryland and MGM Springfield in
Massachusetts.  MGM also owns 51 percent of MGM China Holdings
Limited, which owns the MGM Macau resort and casino and is
developing a gaming resort in Cotai, and 50 percent of CityCenter
in Las Vegas.  Consolidated net revenue for the 12-month period
ended September 30, 2015 was about $9.4 billion.

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.



MMRGLOBAL INC: Reports Unregistered Sales of Equity Securities
--------------------------------------------------------------
MMRGlobal, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that on Oct. 16, 2015, the
Company granted a total of 10,000,000 shares of restricted common
stock to an unrelated third-party, at a price of $0.0032 per
share.

On Oct. 19, 2015, the Company granted a total of 30,000,000 shares
of restricted stock to Spanky LLC owned by David Loftus, an
affiliate of the Company, at a price of $0.0038 in consideration of
a reduction in payables.

On Oct. 22, 2015, the Company granted a total of 6,842,105 shares
of restricted stock to an unrelated third party at a price of
$0.0038 in consideration of a reduction in payables.

On Oct. 22, 2015, The RHL Group, Inc., an entity affiliated with
the Company's Chairman & CEO Robert H. Lorsch elected to purchase
46,000,000 shares of common stock at market price in consideration
for a reduction in amounts due of $174,800.

All securities granted or sold under these agreements are
unregistered, non-transferrable and non-saleable, and may only be
resold or transferred if they later become registered or fall under
an exemption to the Securities Act and applicable state laws.

                         About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $1.9 million in total assets,
$9.8 million in total liabilities, all current, and a $7.8 million
total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOLINA HEALTHCARE: Moody's Assigns Ba3 Rating on $500MM Notes
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior unsecured debt
rating to Molina Healthcare, Inc.'s (Molina's, NYSE: MOH) $500
million of seven-year senior unsecured notes.  The proceeds of the
issuance will be used for general corporate purposes, including
bolstering statutory capital to support expansion and acquisitions.
In the same rating action, Moody's also assigned Baa3 insurance
financial strength (IFS) ratings to six of Molina's regulated
operating subsidiaries.  The outlook on the ratings is stable.

RATINGS RATIONALE

Moody's stated that the Baa3 IFS ratings of Molina's operating
subsidiaries and the Ba3 senior debt rating of Molina are based
primarily on the company's concentration in the Medicaid market,
acquisitive nature, low margins, and high level of financial
leverage.  This is offset by its multi-state presence and a growing
non-regulated management information systems business.

The rating agency commented that while Molina has an established
multi-year record of providing Medicaid benefits in 11 states and
Puerto Rico with low but consistent net income margins, there are
unique risks associated with this business.  First, each of the
state contracts is renewed on a periodic basis.  The loss of any
one of these contracts could have a considerable impact on the
revenues and earnings of Molina.  Second, the Medicaid business is
reliant on reputation and an operating problem in one state could
jeopardize the Medicaid contract in other states.  Lastly, Moody's
has concerns with respect to the level of reimbursements to managed
care companies as states fall under budgetary and political
pressures.  However, the rating agency added, the Affordable Care
Act (ACA) has been a positive development for Molina, providing
growth opportunities by increasing the number of persons eligible
for Medicaid, which has encouraged states to seek Medicaid managed
care solutions for their populations.

Moody's said that as a result of its increasing Medicaid
membership, some obtained through acquisitions, Molina has been
required to infuse capital into its operating subsidiaries to
support its business growth from a number of different segments
including dual-eligibles, ACA exchange policies, and its core
Medicaid business.  The proceeds of the $500 million debt offering
are in part intended to support this organic growth.  The company
expects financial leverage (debt to capital where debt includes
operating leases), which will increase to approximately 50% post
debt issuance, to be lowered to the mid 40% range by the end of
2016 as a result of increased retained earnings.  The rating agency
added that Molina's consolidated risk-based capital (RBC) ratio as
of December 31, 2014 was approximately 160% of company action level
(CAL), which is considered adequate and is consistent with other
managed Medicaid insurers rated by Moody's.

Moody's noted that Molina has been fairly acquisitive, with seven
acquisitions closed or due to close since August of last year.
These acquisitions have been fairly small and have provided
additional membership and geographic expansion for its core
Medicaid business, the exception being the $200 million acquisition
of Providence Community Services, a provider of behavioral and
mental health services, which closed today.  The acquisition is
expected to advance the company's behavioral and mental
capabilities, augment its current direct delivery of services as a
provider, and provide opportunities for geographic expansion.

Moody's added that complementing Molina's Medicaid health plan
operations, is its direct delivery business, which consists
primarily of the operation of primary care clinics in several
states in which it operates health plans, as well as the management
of a small hospital in Southern California under a management
services agreement.  Additionally, the company's non-regulated
Molina Medicaid Solutions (MMS) subsidiary provides design,
development, implementation, and business process outsourcing
solutions to state governments for their Medicaid management
information systems (MMIS).  Molina currently holds MMIS contracts
with Idaho, Louisiana, Maine, New Jersey, West Virginia and the
U.S. Virgin Islands and a contract to provide pharmacy rebate
administration services for the Florida Medicaid program.

Moody's said the following could result in the ratings being
upgraded: 1) EBITDA margins consistently above 4%, 2) financial
leverage lowered to 40%, and 3) earnings growth outside managed
Medicaid business.  Moody's added that on the other hand, the
following could result in a ratings downgrade: 1) Consolidated RBC
ratio below 130% of company action level, 2) loss or impairment of
a major Medicaid contract, or 3) additional debt issuance raising
financial leverage ratio above 55%.

These ratings were assigned with a stable outlook:

  Molina Healthcare, Inc. — senior unsecured debt rating at Ba3;
  Molina Healthcare of California — insurance financial strength

   rating at Baa3;
  Molina Healthcare of Michigan, Inc. — insurance financial
   strength rating at Baa3;
  Molina Healthcare of New Mexico, Inc. — insurance financial
   strength rating at Baa3;
  Molina Healthcare of Ohio, Inc. — insurance financial strength

   rating at Baa3;
  Molina Healthcare of Texas, Inc. — insurance financial strength

   rating at Baa3;
  Molina Healthcare of Washington, Inc. — insurance financial
   strength rating at Baa3.

Molina Healthcare, Inc. is headquartered in Long Beach, California.
For the first six months of 2015 total revenue (including
investment income) was $6.7 billion with net income of $67 million.
Medical membership as of June 30, 2015, was approximately 3.4
million members.  As of June 30, 2015, the company reported total
equity of $1.5 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The principal methodology used in these ratings was U.S. Health
Insurance Companies published in October 2014.



MOLINA HEALTHCARE: S&P Assigns 'BB' Rating on Sr. Unsecured Debt
----------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB'
long-term counterparty credit and senior unsecured debt ratings to
Long Beach, CA-based Molina Healthcare Inc.  The outlook is stable.
At the same time, S&P assigned its 'BB' debt rating to the new
seven-year $500 million senior unsecured notes due 2022. The
company will use the proceeds of the notes for general corporate
purposes, including supporting business growth.

The ratings reflect Molina's satisfactory business risk profile
(BRP) and lower adequate financial risk profile (FRP).  S&P bases
the satisfactory BRP assessment on the company's narrow
market-segment focus in government-sponsored health care programs
(Medicaid and Medicare).  S&P bases the lower adequate FRP on the
company's financial policies of maintaining adjusted financial
leverage of more than 40% in the next couple of years.  After the
debt issue, S&P expects the company's adjusted debt leverage to
remain about 50% in 2015 and decline to about 45% in 2016. Leverage
is not increasing from year-end 2014 because of a $390 million
equity offering in June 2015 that boosted its capital position.

Molina has an established position in the government-sponsored
managed Medicaid and specialized health insurance market segments.
It benefits from an expanding geographic presence and scale, which
helps mitigate its relatively narrow market-segment focus.  In
addition to Medicaid, Molina is diversifying its revenue growth in
the Medicare Advantage and Duals segments.  "We expect Molina's
business volume to grow as it expands its product offerings in new
geographies and segments, benefiting its BRP and the
growth/stability of its operating earnings," said Standard & Poor's
credit analyst Hema Singh.

The stable outlook reflects S&P's view that Molina's capital
adequacy will remain in excess of regulatory minimums at more than
300% on a RBC level.  S&P expects Molina to maintain its market
position in the government-sponsored health care market and
generate strong revenue growth and cash flow with improved
operating margins in 2015–2016.

S&P could lower the ratings if, contrary to its expectations, the
company adopts a more-aggressive financial policy with financial
leverage limits for the long term that are higher than 40%-45%.
S&P may also lower the ratings if EBIT ROR declines to less than 2%
for a sustained period or if the loss of one or more of its managed
Medicaid contracts leads to a significant decline in revenue or
cash flow from operations.

There is a low likelihood for a rating upside within the next 12-24
months.  S&P would consider a higher rating after that point if
Molina adopts more conservative financial policies to manage its
long-term financial leverage to less than 40%, sustains stronger
capital adequacy, or substantially expands its geographic presence
and scale.



MOLYCORP INC: Nov. 16 Hearing on Key Employee Incentive Program
---------------------------------------------------------------
BankruptcyData reported that Molycorp Inc. filed with the U.S.
Bankruptcy Court a motion authorizing and approving a modified key
employee incentive program to address the Court's concerns for the
Debtors' seven most senior executives.

The motion explains, "The Restructuring Committee of the Board
continues to believe that it is critically important to properly
incentivize the Senior Executives to achieve goals that will
preserve and maximize value for the benefit of the Debtors'
stakeholders.  Therefore, the Debtors hereby seek approval of the
Modified KEIP....In its ruling on the First KEIP Motion, the Court
identified two features of the original proposed key employee
incentive plan that on balance rendered the Original KEIP more
retention based than incentive based -- the LOP Metric and the
Restructuring Metric....The Original KEIP has been altered to
address the two principal issues raised by the Court by (a)
removing the LOP Metric and replacing it with a metric requiring
the achievement of actual, measurable operating cash flow results
at the Mountain Pass Facility over the next three months (the
'Mountain Pass Cash Flow Metric') and (b) eliminating the
Restructuring Metric entirely for the time being, and making a
corresponding reduction in the overall size of the awards available
under the Modified KEIP at this time....While the Debtors continue
to believe that it is both necessary and appropriate to incentivize
their three most senior executives to achieve a restructuring or
sale the maximizes value for the Debtors' estates, to address the
concerns raised by the Court, the Debtors have determined to
temporarily eliminate the Restructuring Metric from the Modified
KEIP at this time.  This will result in the reduction of the
aggregate target Total Direct Compensation for the three executives
originally eligible for this award (and the overall cost of the
Modified KEIP at target achievement levels) by $389,000."

The Debtors also filed with the Court a motion to file under seal
certain information contained in the modified KEIP motion.  The
Court scheduled a Nov. 16, 2015, hearing to consider both the KEIP
and its motion to seal, with objections due by Nov. 9, 2015.

In a separate report, Daniel Langhorne at Bankruptcy Law360
reported that attorneys for Molycorp Inc. on Oct. 26, in Delaware
bankruptcy court revealed the rare earth mining company's revamped
incentive plan for its most senior executives, reducing proposed
bonuses that could have totaled up to about $2.9 million to about
$2.5 million, to placate the current plan's critics.

Molycorp is seeking the court's permission to implement a so-called
key employee incentive plan, or KEIP, but the compensation is being
fiercely challenged by several constituencies in the case,
including the official committee of unsecured creditors, and the
U.S. Trustee's Office.

                       About Molycorp

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare    
earths and rare metals producer.  Molycorp owns several prominent
rare earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greendwood Village, Colorado.

Molycorp reported a net loss of $623 million in 2014, a net loss of
$377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring.  The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.

Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from AlixPartners,
LLP.  Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process.  Prime Clerk serves
as claims and noticing agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.


MOTORS LIQUIDATION: GUC Trust Anticipates Making Distributions
--------------------------------------------------------------
Pursuant to section 5.4 of the GUC Trust Agreement, the GUC Trust
is required to make quarterly liquidating distributions to holders
of units of beneficial interest in the GUC Trust to the extent that
(i)(a) certain previously disputed claims asserted against the
estates of Motors Liquidation Company and its affiliated debtors
are either disallowed or otherwise resolved favorably to the GUC
Trust (thereby reducing the amount of GUC Trust assets reserved for
distribution in respect of such disallowed or resolved claims) or
(b) certain GUC Trust assets that were previously set aside from
distribution are released in the manner permitted under the GUC
Trust Agreement, and (ii) as a result of the foregoing, the amount
of GUC Trust assets available for distribution as of the end of the
relevant quarter exceeds certain thresholds set forth in the GUC
Trust Agreement.

As previously disclosed on July 7, 2015, certain plaintiffs that
are party to the recall-related litigation described in Part II,
Item 1 "Legal Proceedings" in the GUC Trust's Form 10-Q dated
Aug. 11, 2015, requested a "stay", or suspension, of all interim
GUC Trust distributions to holders of GUC Trust Units while appeals
and cross-appeals of the Bankruptcy Court's June 1, 2015, Judgment
and April 15, 2015, Decision on Motion to Enforce Sale Order in the
Recall Litigation are pending.  As previously reported on Oct. 19,
2015, in a Current Report on Form 8-K, on Oct. 14, 2015, the
Bankruptcy Court rendered a decision on the Stay Request.  The Stay
Decision imposed a temporary 14-day stay on GUC Trust
distributions, with the 14-day period beginning on Oct. 14, 2015,
the date of the Stay Decision.  The Stay Decision granted a further
stay, commencing from the end of the Temporary Stay, but
conditioned such further stay on the posting of a bond by the
Plaintiffs in the amount of $10.6 million.  On Oct. 27, 2015, the
Bankruptcy Court entered an Order on Bench Decision and Order on
Request for Stay, which order further clarified that, should
Plaintiffs elect to post the bond, they would be required to do so
by close of business on Oct. 28, 2015.

Also on Oct. 27, 2015, the Plaintiffs filed a Motion of the
Ignition Switch Plaintiffs and Certain Non-Ignition Switch
Plaintiffs for Reconsideration of the Decision and Order on Request
for Stay.  The Reconsideration Motion sought to modify or amend the
Stay Order to permit interim distributions from the GUC Trust, but
to condition such distributions on a future disgorgement by the GUC
Trust Unitholders in the event that the Plaintiffs were successful
in prosecuting certain aspects of the Appeal.  On Oct. 28, 2015,
the Bankruptcy Court entered an order denying the Reconsideration
Motion.

The Plaintiffs did not post a bond by the required time on
Oct. 28, 2015.  Accordingly, the Temporary Stay has expired
pursuant to the terms of the Stay Decision and Stay Order and the
conditions to the extension of the stay have not been met by the
Plaintiffs.

As required by the GUC Trust Agreement, and following the
expiration of the Temporary Stay, the GUC Trust announced that it
anticipates making a distribution of Excess GUC Trust Distributable
Assets on or about Nov. 16, 2015, to the holders of record of the
GUC Trust Units as of Nov. 9, 2015, in the aggregate amount of
$129,721,838 (or $4.072425 per GUC Trust Unit), which amount is
further comprised of:

   * $126,120,117 in cash held by the GUC Trust in respect of the
     liquidated proceeds of shares of common stock of General
     Motors Corporation and warrants to purchase New GM Common
     Stock previously held by the GUC Trust; and

   * $3,601,721 in cash held by the GUC Trust in respect of
     dividends received on account of New GM Common Stock.

The exact timing of the allocation and distribution of Excess GUC
Trust Distributable Assets, however, is subject to the rules and
procedures of the Financial Industry Regulatory Authority and The
Depository Trust Company.  In addition, all distributions to
holders of GUC Trust Units are subject to the procedures of The
Depository Trust Company and its participants, and are conditioned
on there being no stay of distributions ordered by the Bankruptcy
Court or other court of competent jurisdiction.

                      About Motors Liquidation

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

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

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

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

As of June 30, 2015, Motors Liquidation had $860 million in total
assets, $74 million in total liabilities and $786 million in net
assets in liquidation.


NRAD MEDICAL: KeyBank Withdraws Motion Seeking Adequate Protection
------------------------------------------------------------------
Key Equipment Finance, a Division of KeyBank National Association,
has withdrawn its motion asking the U.S. Bankruptcy Court for the
Eastern District of New York to condition debtor NRAD Medical
Associates, P.C.'s use of property on the provision of adequate
protection.

Michael A. Axel, Esq., Senior Vice President and Senior Counsel at
KeyBank, in Cleveland, Ohio, tells the Court that KeyBank has
decided to withdraw its Motion and accordingly, the hearing on the
Motion need not go forward.

The Debtor had opposed KeyBank's Motion, contending that KeyBank
was the only equipment lessor that had yet to agree to the value of
its collateral and accept payment of such amount upon the closing
of the RT Sale. The Debtor asserted that it was  inconsistent for
Keybank to seek adequate protection payments at the same time it
was asserting that it was fully secured.

Key Equipment Finance is represented by:

          Michael A. Axel, Esq.
          KEYBANK NATIONAL ASSOCIATION
          127 Public Square, Second Floor
          Cleveland, OH 44114-1306
          Telephone: (216)689-4959
          Facsimile: (216)689-5681
          E-mail: michael_axel@keybank.com

NRAD Medical Associates is represented by:

          Gerard R. Luckman, Esq.
          Brian Powers, Esq.
          SILVERMANACAMPORA LLP       
          100 Jericho Quadrangle, Suite 300
          Jericho, NY 11753
          Telephone: (516)479-6300
          E-mail: Gluckman@SilvermanAcampora.com
                 Bpowers@SilvermanAcampora.com

                   About NRAD Medical Associates

NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.

NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015.  The case is assigned to Judge Louis A. Scarcella.

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

The Debtor is represented by Anthony C Acampora, Esq., at
Silverman
Acampora LLP, in Jericho, New York.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 4, 2015.



OAKFABCO INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Oakfabco Inc. filed with the U.S. Bankruptcy Court for the Northern
District of Illinois its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,496,079
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                           Unknown
                                 -----------      -----------
        Total                     $1,496,079          Unknown

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/Oakfabco_95_Sept25SAL.pdf

                      About Oakfabco, Inc.

Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has
not manufactured boilers since 1988 when it sold its Kewanee boiler
business in an 11 U.S.C. Section 363 sale to Coppus Engineering
Corporation.  In early 2009, it sold all of its remaining assets.


The Debtor has no employees, and, Frederick W. Stein is the
Debtor's sole officer and director.  The Debtor's sole remaining
asset is its insurance, and it has no known liabilities other than
asbestos claims.

In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois
Corporation, acquired the assets and debt of American Standard,
Inc.'s commercial boiler manufacturing division known as "Kewanee
Boiler."  The boilers manufactured and sold by Kewanee Boiler were
insulated with asbestos.

Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
16-27062) on Aug. 7, 2015, to resolve its remaining asbestos
claims.  Reed Smith LLP serves as counsel to the Debtor.

The Debtor estimated $10 million to $50 million in assets and debt.


ONCOLYTICS BIOTECH: Receives Nasdaq Delisting Notice
----------------------------------------------------
Oncolytics Biotech(R) Inc. on Oct. 29 disclosed that it has
received notification from OTC Markets Group Inc. of its
qualification for trading in the United States on the OTCQX(R) Best
Market ("OTCQX").

In addition, the Company has received notice from the Nasdaq OMX
Group ("Nasdaq") stating that, in accordance with Nasdaq listing
rules, the Company's shares will be delisted from the Nasdaq
Capital Market, effective from the opening of trading on November
5th, 2015, for not maintaining the minimum $1.00 per share required
for continued listing under Listing Rule 5550(a)(2).

Oncolytics expects to begin trading on the OTCQX under the symbol
"ONCY" on November 5th, 2015.  Investors will be able to find
current financial disclosure and Real-Time Level 2 quotes for the
Company on www.otcmarkets.com

The Company's shares continue to trade on the Toronto Stock
Exchange ("TSX") under the symbol "ONC" and are in full compliance
with TSX listing requirements.  The Company's listing on the TSX is
completely independent of, and will not be affected by, the status
of its OTCQX quotation and its Nasdaq delisting.

                  About Oncolytics Biotech(R) Inc.

Oncolytics -- http://www.oncolyticsbiotech.com-- is a
Calgary-based biotechnology company focused on the development of
oncolytic viruses as potential cancer therapeutics.  Oncolytics'
clinical program includes a variety of later-stage, randomized
human trials in various indications using REOLYSIN(R), its
proprietary formulation of the human reovirus.



PASSAIC HEALTHCARE: Jeffrey Garfinkle's Pro Hac Vice Admission OK'd
-------------------------------------------------------------------
Judge Christine M. Gravelle of the United States Bankruptcy Court
for the District of New Jersey denied the motion of Sequoia
Healthcare Services, LLC, and Essex Capital Corporation seeking
entry of an order revoking the pro hac vice admission of Jeffrey K.
Garfinkle, Esq., counsel for McKesson Medical-Surgical Minnesota
Supply, Inc.

McKesson is one of the largest creditors of Passaic Healthcare
Services, LLC.  On January 5, 2015, local counsel for McKesson
filed an application to admit Mr. Garfinkle pro hac vice before the
Bankruptcy Court.  Mr. Garfinkle is McKesson's primary national
bankruptcy counsel and appeared throughout the country for McKesson
and its affiliates in that capacity.  Mr. Garfinkle submitted a
certification in support of the Application.  No one objected to
the Application and was allowed per Order dated January 13, 2015.

The case is captioned In re: PASSAIC HEALTHCARE SERVICES, LLC,
Chapter 11, Debtor, CASE NO. 14-36129(CMG)(Bankr. D.N.J.).

A full-text copy of the Order dated October 8, 2015 is available at
http://is.gd/91Askafrom Leagle.com.

Passaic Healthcare Services, LLC, Debtor, represented by Joseph J.
DiPasquale, Esq. -- jdipasquale@trenklawfirm.com -- TRENK,
DIPASQUALE ET AL, Joao Ferreira Magalhaes, Esq. --
jmagalhaes@trenklawfirm.com -- TRENK, DIPASQUALE ET AL, Thomas
Michael Walsh, Esq. -- twalsh@trenklawfirm.com -- TRENK, DIPASQUALE
ET AL.

               About Passaic Healthcare

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014.
The case is assigned to Judge Christine M. Gravelle.

Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.

U.S. Trustee for Region 3 appointed five creditors to serve on the
Official Committee of Unsecured Creditors.  The Committee tapped
Arent Fox LLP as its counsel, and CBIZ Accounting, Tax & Advisory
of New York, LLC as it financial advisors.


PENA AND PENA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pena and Pena Properties, L.C.
        PO Box 430491
        Laredo, TX 78043

Case No.: 15-50170

Chapter 11 Petition Date: November 2, 2015

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

Judge: Hon. David R Jones

Debtor's Counsel: Carl Michael Barto, Esq.
                  LAW OFFICE OF CARL M. BARTO
                  817 Guadalupe St.
                  Laredo, TX 78040
                  Tel: 956-725-7500
                  Fax: 956-722-6739
                  Email: cmblaw@netscorp.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joel Pena, manager.

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


PIPELINE MICRO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pipeline Micro, Inc.
        7455 Arroyo Crossing Pkwy, Suite 220
        Las Vegas, NV 89113

Case No.: 15-12248

Chapter 11 Petition Date: November 2, 2015

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

Debtor's Counsel: Ronald S. Gellert, Esq.
                  GELLERT SCALI BUSENKELL & BROWN, LLC
                  913 N. Market Street, 10th Floor
                  Wilmington, DE 19801
                  Tel: 302.425.5800
                  Fax: 302.425.5814
                  Email: rgellert@gsbblaw.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by David Hales, acting secretary.

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


PRIVATE FAMILY OFFICE: Case Summary & 3 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Private Family Office, LLC
        3286 Northside Parkway, Unit 1007
        Atlanta, GA 30327

Case No.: 15-71200

Chapter 11 Petition Date: November 2, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  Fax: (770) 984-0044
                  Email: paul@paulmarr.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Alex E. Suarez, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb15-71200.pdf


PROLOGIS INC: Fitch Keeps 'BB+' Preferred Stock Rating
------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to the $750 million of
3.75% notes due 2025 issued by Prologis, Inc.'s operating
partnership Prologis, L.P. (collectively PLD or the company). The
company expects to use the net proceeds to repurchase all of its
outstanding 4.5% notes due 2017, to fund its $200 million cash
tender offer to repay select notes scheduled to mature between 2019
and 2020, as well as for general corporate purposes. The notes were
issued at 99.381% of par to yield 3.825%.

The Rating Outlook is Positive. A full list of Fitch's current
ratings for PLD follows at the end of this release.

KEY RATING DRIVERS

The Positive Outlook reflects Fitch's expectation that the
company's leverage will trend to the 6.0x - 6.5x range over the
next 12-to-24 months, which would be consistent with a higher
rating. The KTR acquisition in April 2015 added a high quality
portfolio largely located near major ports in Southern California,
New York-New Jersey, Chicago, San Francisco and Dallas (markets in
which Prologis already had a significant presence) and a strong
tenant roster with exposure to e-commerce tenants, a growing
segment in the industrial real estate market.

High Leverage Expected to Decline

The company's 7.6x pro rata 3Q'15 run rate debt-to-EBITDA ratio is
slightly high for the current rating; however, Fitch projects pro
rata leverage will trend to the 6.0x - 6.5x range over the next
12-to-24 months. Fitch's 6.5x positive rating sensitivity for
Prologis acknowledges the company's strong asset quality and lower
market cap rates for its portfolio properties.

Weak Liquidity; No Corporate Debt Maturities Until 2017

Fitch anticipates that the company will continue to match-fund its
development expenditures with dispositions and contributions.
Maintaining sufficient liquidity before the match-funding reduces
the risks to unsecured bondholders during periods of capital
markets dislocation.

The company's liquidity coverage ratio is 0.9x for the period Oct.
1, 2015 to Dec. 31, 2017, pro forma for the $750 million unsecured
issuance. Fitch defines liquidity coverage as liquidity sources
divided by uses. Liquidity sources include the net proceeds from
the unsecured issuance, unrestricted cash, availability under
revolving credit facilities, and projected retained cash flows from
operating activities. Liquidity uses include pro rata debt
maturities after extension options at PLD's option, projected
recurring capital expenditures, and pro rata cost to complete
development.

Internally generated liquidity is moderate as the company's
adjusted funds from operations (AFFO) payout ratio was 91.3% in
3Q'15 compared to 88.7% in 2014 and 95.4% in 2013. Based on the
current payout ratio, the company would retain approximately $80
million in annual cash flow.

Improving Fundamentals and Fixed-Charge Coverage

Positive net absorption continues to benefit Prologis' portfolio
while macro industrial indicators such as manufacturing activity,
housing starts and homebuilder confidence indicate that demand may
continue to outpace supply.

The company's average net effective rent change on lease rollovers
has averaged 11.4% YTD, up from 7.4% on average during 2014 and
4.5% on average in 2013. Occupancy was 96.0% as of September 30,
2015 just below the 96.1% level at Dec. 31, 2014, and up from 95.0%
at Dec. 31, 2013 and cash same-store net operating income (NOI) has
grown by an average of 3.9% YTD, compared to a 4.5% average in 2014
and 1.8% average in 2013.

Fitch projects that rental rate growth in the high single digits
(supported by in-place portfolio rents that are approximately 10%
below market) will result in 3% - 4% same store NOI (SSNOI) growth
over the next several years. This should result in FCC sustaining
in the 2.5x to 3.0x range, which is adequate for the rating. Under
the Fitch stress case, FCC would remain around 2.5x.

LTM Sept. 30, 2015 pro rata fixed-charge coverage (FCC) was 2.7x,
up from 2.4x in 2014 and 1.8x in 2013. Fitch defines pro rata FCC
as pro rata recurring operating EBITDA less pro rata recurring
capital expenditures less straight-line rent adjustments divided by
pro rata interest incurred and preferred stock dividends.

Pro Rata Treatment

Fitch looks primarily at pro rata leverage (pro rata net
debt-to-pro rata recurring operating EBITDA) rather than
consolidated metrics given Fitch's expectation that PLD has and
would in the future support or recapitalize unconsolidated
entities, its agnostic view toward property management for
consolidated and unconsolidated assets, and its focus on pro rata
portfolio and debt metrics.

As a supplementary measure, Fitch calculates consolidated leverage
as consolidated net debt-to consolidated recurring operating EBITDA
plus Fitch's estimate of recurring cash distributions from
unconsolidated co-investment ventures, since these cash
distributions benefit unsecured bondholders. At Sept. 30, 2015,
consolidated run rate leverage was 7.3x; however, this
supplementary measure may understate leverage given the inclusion
of cash distributions from joint ventures but exclusion of the
corresponding non-recourse debt.

Excellent Capital Access

The company has issued $7.9 billion and EUR3.2 billion in unsecured
bonds since 2009 (principally using the proceeds to refinance and
repurchase bonds and for general corporate purposes) and $3.7
billion of follow-on common equity at a weighted average discount
of 1.8% to consensus estimated net asset value.

The company also has a $750 million at-the-market (ATM) equity
offering program, and in December 2014 received proceeds of $353.9
million through the issuance of equity securities from the exercise
of a warrant issued in connection with the formation of Prologis
European Logistics Partners and through the ATM program.

Strategic capital is another important source of funding for PLD,
as evidenced by the KTR transaction being completed via a
partnership with NBIM. The company rationalized and restructured
certain of its investment ventures to increase the permanency of
its capital (e.g., FIBRA Prologis and Nippon Prologis REIT) and
reduce the inter-dependence over the past several years, which
Fitch views favorably.

Weak Unencumbered Asset Coverage

Prologis has weak contingent liquidity with a stressed value of
unencumbered assets (3Q'15 unencumbered NOI divided by a stressed
8% capitalization rate) to net unsecured debt of 1.6x. When
applying a 50% haircut to the book value of land held and a 25%
haircut to construction in progress, unencumbered asset coverage
improves to 1.8x.

Increasing Speculative Development

PLD's strategy of developing industrial properties centers on value
creation and complements the company's core business of collecting
rent from owned assets. After construction and stabilization, the
company either holds such assets on its balance sheet or
contributes them to managed co-investment ventures.

PLD endeavors to match-fund development expenditures and
acquisitions with cash from dispositions or contributions of assets
to the ventures. If the company does not anticipate disposition or
contribution volumes, PLD management has stated that the company
would scale back development starts and acquisitions accordingly,
though the sector has a mixed track record of forecasting market
cycles.

The company's development platform is substantially smaller today
than in the previous upcycle with costs to complete equal to 3.9%
of undepreciated assets at Sept. 30, 2015 (3.2% pro rata) compared
with 14.1% at year-end 2007. However, speculative development has
increased over the past several years to 75.1% of total development
as of Sept. 30, 2015, up from 72.2 and 70.1% as of Dec. 31, 2014
and Dec. 31, 2013, respectively, which implies elevated lease-up
risk. The KTR development portfolio increases the likelihood that
development will continue in the coming years.

Preferred Stock Notching

The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

KEY ASSUMPTIONS

Fitch's key assumptions for Prologis in Fitch's base case include:

-- 3% to 4% annual same-store NOI through 2017;
-- G&A growth to maintain historical margins relative to total
revenues initially but potentially be reduced over the next several
years due to geographical overlap of the KTR portfolio;
-- $2.0 billion annual development starts through 2017;
-- $875 million annual building acquisitions through 2017;
-- $1.1 billion annual contributions to co-investment ventures
through 2017;
-- $1.8 billion annual third-party dispositions through 2017;
-- Debt repayment with the issuance of new unsecured bonds;
-- AFFO payout ratio in the low 90% range.

RATING SENSITIVITIES

The following factors may result in an upgrade to 'BBB+':

-- Fitch's expectation of pro rata leverage sustaining below 6.5x
is Fitch's primary rating sensitivity (pro rata run rate leverage
was 7.6x as of Sept. 30, 2015);
-- Fitch's expectation of consolidated leverage sustaining below
6.0x (consolidated run rate leverage was 7.3x as of Sept. 30, 2015.
Fitch defines consolidated leverage as net debt to recurring
operating EBITDA including Fitch's estimate of recurring cash
distributions from unconsolidated entities to Prologis);
-- Fitch's expectation of liquidity coverage sustaining above
1.25x (this ratio is 0.9x pro forma for the $750 million unsecured
issuance);
-- Fitch's expectation of pro rata FCC sustaining above 2x
(coverage was 2.7x for the TTM period ended Sept. 30, 2015).

The following factors may result in negative action on the ratings
and/or Rating Outlook:

-- Fitch's expectation of pro rata leverage sustaining above 7.5x,
which could be the result of the company not funding the KTR
transaction on a leverage neutral basis and/or a deterioration in
operating fundamentals;
-- Fitch's expectation of consolidated leverage sustaining above
7.0x;
-- Fitch's expectation of liquidity coverage sustaining below
1.0x;
-- Fitch's expectation of FCC sustaining below 1.5x.

FULL LIST OF RATING ACTIONS

Fitch currently rates PLD as follows:

Prologis, Inc.

-- Issuer Default Rating (IDR) 'BBB';
-- Preferred stock 'BB+'.

Prologis, L.P.

-- IDR 'BBB';
-- Global senior credit facility 'BBB';
-- Senior unsecured notes 'BBB';
-- Multi-currency senior unsecured term loan 'BBB';

Prologis Tokyo Finance Investment Limited Partnership
-- Senior unsecured guaranteed notes 'BBB';
-- Senior unsecured revolving credit facility at 'BBB';
-- Senior unsecured term loan 'BBB'.

The Rating Outlook is Positive.



PURE PRESBYTERIAN: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Pure Presbyterian Church
        12818 Lee Highway
        Fairfax, VA 22030

Case No.: 15-13848

Chapter 11 Petition Date: November 2, 2015

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: Bennett A. Brown, Esq.
                  THE LAW OFFICE OF BENNETT A. BROWN
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: 703-591-3500
                  Fax: 703-352-5122
                  Email: bennett@pcgalaxy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sam Y. Kim, trustee.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb15-13848.pdf


QUAIL TRAVEL: 11th Cir. Affirms Ruling Vacating Property Attachment
-------------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit
affirmed the district court's order vacating the attachment of
property made pursuant to Supplemental Admiralty Rule B.  The money
at issue arose from the legal settlement of a dispute over the
purchase of a cruise ship featured on ABC Television Network's
long-running series, The Love Boat.

The Eleventh Circuit ruled that the district court did not err in
vacating the Plaintiff's Rule B attachment because the funds
Plaintiff sought to attach were at that time still subject to the
prior Hainan Rule B attachment.

The case is captioned WORLD WIDE SUPPLY OU, Plaintiff-Appellant, v.
QUAIL CRUISES SHIP MANAGEMENT, f.k.a. Happy Cruises, S.A., JEWEL
OWNER LTD., INTERNATIONAL SHIPPING PARTNERS, Defendants-Appellees,
HAINAN CRUISE ENTERPRISE, S.A., Interested Parties-Appellees,NO.
14-14838, NON-ARGUMENT CALENDAR.

A full-text of the Decision dated September 30, 2015 is available
at http://is.gd/oPumKFfrom Leagle.com.


QUICKSILVER RESOURCES: Court Okays Hiring of Kurtzman Carson
------------------------------------------------------------
Quicksilver Resources Inc., et al., sought and obtained permission
from the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware to employ Kurtzman Carson Consultants LLC
to provide certain administrative services, nunc pro tunc to the
September 9, 2015 petition date.

The Debtors require Kurtzman Carson to:

   (a) assist with the preparation and filing of the Debtors'
       schedules of assets and liabilities and statements of
       financial affairs;

   (b) collect and tabulate votes in connection with any plan
       filed by the Debtors and provide ballot reports to the
       Debtors and their professionals;

   (c) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (d) manage any distributions made pursuant to a confirmed plan;

       and

   (e) perform such other administrative services as may be
       requested by the Debtors that are not otherwise allowed
       under the order approving the 156(c) Application.

Kurtzman Carson will be paid at these hourly rates:

       Executive Vice President             Waived
       Director/Sr. Managing Consultant     $180
       Consultant/Sr. Consultant            $75-$165
       Technology/Programming Consultant    $35-$70
       Clerical                             $30-$50
       Solicitation Lead/
       Securities Director                  $215
       Securities Sr. Consultant            $200

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

Prior to the Petition Date, the Debtors paid Kurtzman Carson an
initial retainer of $30,000.

Albert Kass, executive vice president of Corporate Restructuring
Services of Kurtzman Carson, 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.

Kurtzman Carson can be reached at:

       Drake D. Foster
       KURTZMAN CARSON CONSULTANTS LLC
       2335 Alaska Ave.
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133
       E-mail: dfoster@kccllc.com

                    About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

                           *     *     *

The Debtors have previously been given exclusive right to file a
bankruptcy plan through October 13, 2015.  They are seeking a
further extension of the exclusive plan filing period through
February 1, 2016.



QUICKSILVER RESOURCES: Court Okays Pachulski Stang as Co-counsel
----------------------------------------------------------------
Quicksilver Resources Inc., et al., sought and obtained permission
from the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware to employ Pachulski Stang Ziehl & Jones
LLP as co-counsel, nunc pro tunc to the September 9, 2015 petition
date.

Pachulski Stang will provide legal services as requested by the
Debtor. Such services are likely to include litigation and
bankruptcy support where necessary.

Pachulski Stang will be paid at these hourly rates:

       Partners               $575-$1,145
       Of Counsel Members     $525-$925
       Associates             $525
       Paraprofessionals      $275-$305

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

Pachulski Stang received a retainer in the amount of $150,000.

Laura Davis Jones, partner of Pachulski Stang, 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.

Pachulski Stang can be reached at:

       Laura Davis Jones, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       919 North Market Street, 17th Floor
       P.O. Box 8705
       Wilmington, De 19899-0637
       Tel: (302) 652-4100
       Fax: (302) 652-4400
       E-mail: ljones@pszjlaw.com

                    About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

                           *     *     *

The Debtors have previously been given exclusive right to file a
bankruptcy plan through October 13, 2015.  They are seeking a
further extension of the exclusive plan filing period through
February 1, 2016.



QUICKSILVER RESOURCES: Gets Extension of 'Challenge' Period
-----------------------------------------------------------
A bankruptcy court has extended the deadline for Quicksilver
Resources Inc.'s official committee of unsecured creditors to
challenge the liens asserted by second lien lenders on the
company's assets

The order, issued by the U.S. Bankruptcy Court in Delaware,
extended the deadline through and including the date it enters a
"final, non-appealable order" adjudicating the motion filed last
month by the committee to prosecute claims on behalf of the
company.

The second lien lenders had earlier filed an objection in which
they blamed the committee for its failure to announce the results
of the investigation it conducted to identify assets it believes
are not encumbered by liens held by the lenders.

The lenders said the investigation has already been completed,
adding that the committee should not use it as an excuse why the
deadline should be extended.

In a court filing, the committee blamed the lenders' decision to
withdraw from talks to resolve their dispute.  According to the
committee, the lenders indicated that they preferred to resolve the
dispute through litigation.

                  About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.


QUICKSILVER RESOURCES: RKO, Reed Smith File Rule 2019 Statement
---------------------------------------------------------------
Richards Kibbe & Orbe LLP and Reed Smith LLP disclosed in a court
filing that they represent an ad hoc group of holders of senior
notes issued by Quicksilver Resources Inc.

The noteholders, which include Farallon Capital Management LLC and
Silver Point Capital LP, hold "disclosable economic interests" or
they act as investment managers or advisors to funds and accounts
that hold disclosable economic interests in relation to the
company.

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

The firms can be reached at:

     Reed Smith LLP
     Kurt F. Gwynne
     1201 Market Street, Suite 1500
     Wilmington, DE 19801
     Telephone: (302) 778-7500
     Facsimile: (302) 778-7575
     E-mail: kgwynne@reedsmith.com

          -- and –-

     Richards Kibbe & Orbe LLP
     Keith N. Sambur
     200 Liberty Street
     New York, New York 10281
     Telephone: (212) 530-1800
     Facsimile: (212) 530-1801

                  About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.


QUICKSILVER RESOURCES: Taps Ernst & Young as Audit Subcontractor
----------------------------------------------------------------
Quicksilver Resources Inc., et al., seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to expand the
scope of Ernst & Young LLP's retention as audit services providers,
nunc pro tunc to September 1, 2015 and to approve subcontracting of
certain audit services to the member firm of Ernst & Young Global
Limited located in Canada, nunc pro tunc to September 1, 2015.

The Debtors seek authority to expand the scope of Ernst & Young
LLP's retention as their audit services providers, to include the
performance of audit procedures on certain classes of transactions
and accounts of the Canadian Affiliates required to complete
Debtors' audit of the consolidated financial statements, and in
accordance the 2015 Audit Engagement Letter.

Pursuant to the 2015 Audit Engagement Letter, and as described
therein, Ernst & Young LLP has been engaged by Quicksilver
Resources Inc. to audit and report on the consolidated financial
statements of the Quicksilver Resources Inc. for the year ended
December 31, 2015.

In support of the services being provided by Ernst & Young LLP
under the Engagement Letters, the Debtors are in need of services
relating to the Canadian Affiliates, which Ernst & Young (Canada)
is able to provide. Accordingly, at the Debtors' request, Ernst &
Young LLP has subcontracted with Ernst & Young (Canada) to provide
these supporting services that are contemplated by the Engagement
Letters. At the Debtors' request, following the Petition Date and
prior to Court approval of Ernst & Young (Canada)'s subcontracting
arrangement in these cases, Ernst & Young (Canada) may provide in
its sole discretion certain such supporting services.

Ernst & Young will be paid at these hourly rates:

       Partner/Executive Director     $955
       Senior Manager                 $837
       Manager                        $733
       Senior                         $508
       Staff                          $336

Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Soehardjo Lai, partner of Ernst & Young, 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.

Ernst & Young can be reached at:

       ERNST & YOUNG LLP
       425 Houston Street, Suite 600
       Forth worth, TX 76102-3161
       Tel: (817) 335-1900
       Fax: (817) 348-6003

                    About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

                           *     *     *

The Debtors have previously been given exclusive right to file a
bankruptcy plan through October 13, 2015.  They are seeking a
further extension of the exclusive plan filing period through
February 1, 2016.


QUIKSILVER INC: Files Oaktree-Sponsored Ch. 11 Plan
---------------------------------------------------
Quiksilver, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a Joint Chapter 11 Plan of Reorganization
and accompanying disclosure statement, supported and sponsored by
Oaktree Capital Management, which holds more than two-thirds of the
Debtors' prepetition senior secured notes.

Pursuant to the Plan, the Debtors will enter into a new $120
million asset-based revolving credit facility.  The Debtors'
existing Secured Notes will be converted to new common stock of ZQK
and their existing senior unsecured notes will receive their pro
rata share of the $7.5 Unsecured Cash Consideration, along with
other general unsecured creditors.  Upon the Effective Date, the
Prepetition Notes, which have a total principal amount of over $500
million, will be cancelled.

In addition, the Debtors will offer Eligible Holders of the Secured
Notes who vote in favor of the Plan and do not opt out of the
third-party release in the Plan, and their Eligible Affiliates, the
right to participate in two rights offerings, each of which will be
backstopped by the Plan Sponsor.  Pursuant to the Exit Rights
Offering, each Eligible Holder of Secured Notes will be given the
opportunity to exercise subscription rights for the purchase of up
to $122.5 million of New Quiksilver Common Stock.  Pursuant to the
Euro Notes Rights Offering, and each Eligible Holder of Secured
Notes will be given the opportunity to exercise subscription rights
for the purchase of up to EUR50 million of New Quiksilver Common
Stock.  The proceeds of the Euro Notes Rights Offering will be used
to effectuate an exchange offer for holders of the senior unsecured
notes issued by a non-Debtor European affiliate and guaranteed by
certain of the Debtors.

The Debtors propose the following schedule to govern the
confirmation process:

   Disclosure Statement
   Objection Deadline                November 30, 2015

   Disclosure Statement Hearing      December 1, 2015

   Voting Record Date                December 1, 2015

   Solicitation Mailing Deadline     December 7, 2015

   Claims Voting Objection Deadline  December 31, 2015

   Plan Supplements Filing Deadline  January 7, 2016

   Voting Deadline                   January 14, 2016

   Plan Objection Deadline           January 14, 2016

   Confirmation Hearing              January 25, 2016

A full-text copy of the Disclosure Statement dated Oct. 30, 2015,
is available at http://bankrupt.com/misc/QKIds1030.pdf

The Plan was filed by Van C. Durrer, II, Esq., and Annie Z. Li,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Los Angeles,
California; Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware; and John K. Lyons, Esq., and
Jessica Kumar, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois, on behalf of the Debtors.

                         About Quiksilver

Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories.  The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage.  The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate.  The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.

Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.

In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The remaining 66% is attributable to the Non-Debtor Affiliates
located outside the United States.

Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014.  The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops."  At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75
are
located in the United States.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on
Sept. 9, 2015. Andrew Bruenjes signed the petition as chief
financial officer.  The Debtors disclosed total assets of $337
million and total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Debtors' legal advisor, FTI Consulting, Inc. as their restructuring
advisor, and Peter J. Solomon Company as their investment banker.
Kurtzman Carson Consultants LLC acts as the Debtors' claims and
noticing agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver
Inc. and its affiliates appointed seven members to the official
committee of unsecured creditors.


QUIKSILVER INC: Oaktree Said Close to Hiring AlixPartners
---------------------------------------------------------
Jodi Xu Klein, Kiel Porter, and Lauren Coleman-Lochner, writing for
Bloomberg News, reported that Oaktree Capital Management LP is
close to hiring AlixPartners LLP to advise on its efforts to take
over Quiksilver Inc., according to people with knowledge of the
matter.

As Quiksilver's primary lender, Oaktree has the inside track on
buying the company; however, the surf-wear retailer also contacted
potential private-equity buyers, said the people, who asked not to
be identified because the discussions are private, according to the
Bloomberg report.

Authentic Brands Group is actively looking at the assets, people
with knowledge of those discussions said, the report related.
Sycamore Partners, which controls Jones Group Inc., is among firms
that spoke to the company, but it passed on a bid, people said, the
report further related.  Golden Gate Capital, owner of outdoor
clothing retailer Eddie Bauer, also had talked to the company, one
person said, the report added.

AlixPartners will help Oaktree with research in bidding for the
retailer's assets and mapping out an operational plan, Bloomberg
said, citing the people.

                         About Quiksilver

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer.  The Debtors disclosed total assets of $337 million and
total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver
Inc. and its affiliates appointed seven members to the official
committee of unsecured creditors.

Quiksilver, Inc., et al., on Oct. 30, 2015, filed with the U.S.
Bankruptcy Court for the District of Delaware a Joint Chapter 11
Plan of Reorganization and accompanying disclosure statement,
supported and sponsored by Oaktree Capital Management, which holds
more than two-thirds of the Debtors' prepetition senior secured
notes.

Pursuant to the Plan, the Debtors will enter into a new $120
million asset-based revolving credit facility.  The Debtors’
existing Secured Notes will be converted to new common stock of ZQK
and their existing senior unsecured notes will receive their pro
rata share of the $7.5 Unsecured Cash Consideration, along with
other general unsecured creditors.  Upon the Effective Date, the
Prepetition Notes, which have a total principal amount of over $500
million, will be cancelled.

A full-text copy of the Disclosure Statement dated Oct. 30, 2015,
is available at http://bankrupt.com/misc/QKIds1030.pdf




QUIRKY INC: Wants OK to Change Terms of $1.6 Million Bonus Package
------------------------------------------------------------------
BankruptcyData reported that Quirky Inc. filed with the U.S.
Bankruptcy Court an emergency motion to authorize the Debtors to
make (i) severance payments to certain non-insider employees as
provided under their existing severance plan and (ii) release
payments to those same employees in an aggregate amount up to
$700,000.

The motion explains, "The commodity price environment in which the
Debtors operate has continued to be depressed at lower rates and
for a longer period of time than originally anticipated.  It is in
this challenging environment that the Debtors have determined to
terminate approximately 15% of their domestic workforce as part of
their plan to realize a necessary reduction in general and
administrative expenses.  The Debtors also intend to implement a
20% salary and work-day reduction for certain non-field employees
at their non-Debtor Canadian subsidiaries in the near
term....Continuing the Severance Plan and making the Release
Payments will provide quantifiable benefits to the Debtors'
estates.

First, the reduction in force is an important aspect of
implementing the Debtors' comprehensive Business Plan and the
significantly reduced payroll expenses contemplated thereby on a
go-forward basis.  Second, the reduction in force will result in
annual savings to the Debtors of approximately $3.6 million. Third,
the releases to be executed by terminated employees in exchange for
the Release Payments will mitigate litigation risk - and,
importantly, the costs attendant thereto -- based on claims arising
out of potential employment-based causes of action that otherwise
could result from the reduction in force."

                       About Quicksilver

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

Quicksilver Resources Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 15-10585) on March 17, 2015.
Quicksilver's Canadian subsidiaries were not included in the
chapter 11 filing.

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

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

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

                           *     *     *

The Debtors have been given exclusive right to file a bankruptcy
plan through Oct. 13, 2015.


REALOGY HOLDINGS: Unit Hikes Revolving Credit Facility to $815M
---------------------------------------------------------------
Realogy Group LLC, an indirect wholly-owned subsidiary of Realogy
Holdings Corp., refinanced certain indebtedness by amending and
increasing its revolving credit facility to $815 million under its
existing senior secured credit agreement and by entering into a new
Term Loan A facility of $435 million, both with five-year
maturities.  On the same date, the net proceeds from the Term Loan
A facility together with revolver borrowings were used to discharge
the $593 million aggregate principal amount of 7.625% Senior
Secured First Lien Notes due 2020, together with applicable
premiums and accrued and unpaid interest.  The terms of Realogy
Group's existing Term Loan B facility under the senior secured
credit agreement remain unchanged.

On Oct. 23, 2015, Realogy Group entered into a second amendment to
the Amended and Restated Credit Agreement, dated as of March 5,
2013, as amended as of March 10, 2014, among Intermediate Holdings,
Realogy Group, the several lenders from time to time parties
thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
the other agents parties thereto.

The Second Amendment provides for a new, five-year, $815 million
revolving credit facility that refinances and replaces the prior
$475 million revolving credit facility under the Amended and
Restated Credit Agreement and includes a $125 million letter of
credit sub-facility.  The Revolving Credit Facility has a maturity
date of Oct. 23, 2020.  The Company will use the Revolving Credit
Facility for, among other things, our and our respective
subsidiaries' working capital and other general corporate purposes,
including, without limitation, effecting permitted acquisitions and
investments.  The Term Loan B facility and the synthetic letter of
credit facility under the Amended and Restated Credit Agreement are
unaffected by the Second Amendment.

In the event the Term Loan B under the Credit Agreement is not
repaid (whether through a refinancing permitted under the Credit
Agreement or otherwise) in full prior to Dec. 5, 2019, or the
maturity date of the Term Loan B facility (and any other maturity
date applicable to any other term loans) has not been extended to a
date not earlier than Jan. 22, 2021, the maturity date of the
Revolving Credit Facility will be Dec. 5, 2019.

The interest rates with respect to the new revolving loans to the
Company under the Revolving Credit Facility are based on, at the
Company's option, adjusted LIBOR plus 2.25% or ABR plus 1.25%, in
each case subject to adjustment based on the Company's then current
senior secured leverage ratio.

The Revolving Credit Facility also requires the Company to pay the
respective participating lenders a quarterly commitment fee
initially equal to 0.40% per annum of the average daily amount of
undrawn commitments under such facility during the preceding
quarter, subject to adjustment based on then current Company's
senior secured leverage ratio.

The Second Amendment requires the Company to maintain a maximum
senior secured leverage ratio of 4.75 to 1.00 tested on a quarterly
basis so long as there are revolving credit facility commitments
outstanding under the Credit Agreement.  The maximum senior secured
leverage ratio will be increased to 5.25 to 1.00 for two
consecutive fiscal quarters ended immediately following the closing
of a material acquisition (including the fiscal quarter in which
the material acquisition occurs), though prior to such ratio again
increasing due to a subsequent material acquisition, there must be
at least two consecutive fiscal quarters for which the maximum
leverage ratio was 4.75:1.00.  A material acquisition is an
acquisition with consideration or the assumption of indebtedness in
excess of $250 million.

Term Loan A Agreement

On Oct. 23, 2015, Realogy Group entered into a new Term Loan A
senior secured credit agreement with Intermediate Holdings, the
lenders party thereto from time to time and JPMorgan Chase Bank,
N.A., as administrative agent for the lenders, J.P. Morgan
Securities LLC, Barclays Bank PLC, BMO Capital Markets Corp.,
Citigroup Global Markets Inc., Credit Agricole Corporate and
Investment Bank, Goldman Sachs Lending Partners LLC and Suntrust
Robinson Humphrey, Inc. acted as joint lead arrangers and joint
bookrunners.

The Term Loan A Agreement provides for a new five-year, $435
million term loan A facility issued at par with a maturity date of
Oct. 23, 2020, the net proceeds of which, together with revolver
borrowings, were utilized to discharge the $593 million First Lien
Notes due 2020, together with premiums and accrued and unpaid
interest.  In the event the Term Loan B under the Credit Agreement
is not repaid (whether through a refinancing permitted under the
Credit Agreement or otherwise) in full prior to Dec. 5, 2019, or
the maturity date of the Term Loan B facility (and any other
maturity date applicable to any other term loans) has not been
extended to a date not earlier than Jan. 22, 2021, the maturity
date of the Term Loan A Facility will be Dec. 5, 2019.

Consistent with the Credit Agreement, the Term Loan A Agreement
permits us to obtain up to $500 million of additional credit
facilities from lenders reasonably satisfactory to the
administrative agent and the Company, without the consent of the
existing lenders under our new senior secured credit facility, plus
an unlimited amount if the Company's senior secured leverage ratio
(again calculated assuming all revolving commitments are
outstanding) is less than 3.50 to 1.00 on a pro forma basis.
Subject to certain restrictions, the Term Loan A Agreement also
permits the Company to issue senior secured or unsecured notes in
lieu of any incremental facility.

Scheduled amortization payments and mandatory prepayments

The Term Loan A Facility provides for quarterly amortization
payments, commencing March 31, 2016, totaling the amount per annum
equal to the following percentages of the original principal amount
of the Term Loan A Facility: 5%, 5%, 7.5%, 10.0% and 12.5% for
amortizations payable in 2016, 2017, 2018, 2019 and 2020,
respectively set forth below, and with the balance payable upon the
final maturity date.  Consistent with the Credit Agreement,
mandatory prepayment obligations under the Term Loan A Facility
include:

   * 100% of the net cash proceeds of asset sales and dispositions
     subject to certain exceptions and customary reinvestment
     provisions; provided that, if the senior secured leverage
     ratio is less than or equal to 2.50:1.00, the Company may
     retain up to $200 million of asset sale proceeds;

   * If the Company's senior secured leverage ratio exceeds
     3.25:1.00, 50% of the Company's excess cash flow (as defined
     in the Term Loan A Agreement), reduced to 25% if the
     Company's senior secured leverage ratio is greater than
     2.50:1.00 but less than or equal to 3.25:1.00 and to 0% if
     the Company's senior secured leverage ratio is less than or
     equal to 2.50:1.00; and

   * If the Company's senior secured leverage ratio exceeds
     2.50:1.00, 100% of the net cash proceeds received from
     issuances of debt, subject to certain exclusions including
     certain debt permitted to be incurred under the Term Loan A
     Agreement.

Amounts actually applied toward similar mandatory prepayment
obligations under the Term Loan B facility under the Credit
Agreement will on a dollar-for-dollar basis reduce the amount
required to be applied toward mandatory prepayment obligations
under the Term Loan A Agreement.

Interest, applicable margins and fees

The interest rates with respect to term loans under the Term Loan A
Facility are based on, at the Company's option, adjusted LIBOR plus
2.25% or ABR plus 1.25%, in each case subject to adjustment based
on the then current Company's senior secured leverage ratio.

Guarantees and collateral

The Company's obligations under the Term Loan A Agreement and under
certain interest rate protection or other hedging arrangements
entered into with a lender or any affiliate thereof, consistent
with the Credit Agreement, are guaranteed by Realogy Group's
parent, Intermediate Holdings, and by each of our existing and
subsequently acquired or organized domestic subsidiaries, subject
to certain exceptions.

The obligations under the Term Loan A Agreement are secured to the
extent legally permissible by substantially all of the assets of
(i) Intermediate Holdings and (ii) ours and the subsidiary
guarantors, including but not limited to (a) a first-priority
pledge of substantially all capital stock held by the Company or
any subsidiary guarantor (which pledge, with respect to obligations
in respect of the borrowings secured by a pledge of the stock of
any first-tier foreign subsidiary, is limited to 100% of the
non-voting stock (if any) and 65% of the voting stock of such
foreign subsidiary), and (b) perfected first-priority security
interests in substantially all tangible and intangible assets of
the Company and each subsidiary guarantor, subject to certain
exceptions.

Term Loan A Guarantee and Collateral Agreement

On Oct. 23, 2015, Realogy Group entered into a Term Loan A
guarantee and collateral agreement with Intermediate Holdings, each
subsidiary loan party thereto, and JPMorgan Chase Bank, N.A., as
administrative and collateral agent.  Pursuant to the Term Loan A
Guarantee and Collateral Agreement, Realogy Group's obligations
under the Term Loan A Agreement are secured.

Joinder No. 1 to the First Lien Priority Intercreditor Agreement

On Oct. 23, 2015, Realogy Group entered into a joinder to the First
Lien Priority Intercreditor Agreement, dated as of Feb. 2, 2012,
with JPMorgan Chase Bank, N.A. and the other parties thereto.
Pursuant to the Intercreditor Agreement Joinder, JPMorgan Chase
Bank, N.A., as collateral agent under the Term Loan A Facility,
became a party to the First Lien Priority Intercreditor Agreement.

Termination of a Material Definitive Agreement

On Oct. 23, 2015, Realogy Group issued a notice of redemption for
all $593 million outstanding aggregate principal amount of its
First Lien Notes and discharged its obligations under the
Indenture, dated Feb. 2, 2012, by and among Realogy Group, the
guarantors named therein and The Bank of New York Mellon Trust
Company, N.A., as trustee.  In connection with the redemption of
the First Lien Notes and related discharge of the Indenture,
Realogy Group deposited a total of $638 million with the Trustee,
which included the applicable redemption premium and accrued and
unpaid interest on the First Lien Notes.

The Indenture was terminated in connection with the entry by
Realogy Group into the Second Amendment and the Term Loan A
Agreement.  Proceeds from the Term Loan A Facility, together with
revolver borrowings, were used to fund the redemption of the First
Lien Notes.

A full-text copy of the Form 8-K report as filed with the
Securities and Exchange Commission is available for free at:

                       http://is.gd/lFStf9

                    About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services.  Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group.  Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.

Realogy Holdings reported net income attributable to the Company of
$143 million on $5.32 billion of net revenues for the year ended
Dec. 31, 2014, compared to net income attributable to the Company
of $438 million on $5.28 billion of net revenues during the prior
year.

As of June 30, 2015, the Company had $7.8 billion in total assets,
$5.5 billion in total liabilities and $2.2 billion in total
equity

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REICHHOLD HOLDINGS: Enjoined from Addressing Water Contamination
----------------------------------------------------------------
The State of Ohio initiated a case against Superior Fibers, Inc.,
William Miller, Superior Bremen Filtration, LLC, and Reichhold,
Inc., and immediately moved for a preliminary injunction to enjoin
the Defendants from implementing an Interim Action to address a
plume of ground water contamination caused by the disposal of waste
solvents at the manufacturing facility located at 499 North Broad
Street, in Bremen, Fairfield County, Ohio.  The Plaintiff alleged
that the Defendants have violated the Comprehensive Environmental
Response Compensation and Liability Act of 1980 and Ohio's surface
water and hazardous waste laws under Ohio Revised Code.

Judge George C. Smith of the United States District Court for the
Southern District of Ohio, Eastern Division, granted in part and
denied in part the State of Ohio's Motion for Preliminary
Injunction.  The Plaintiff's Motion is granted as to Defendants
Reichhold, Superior Fibers and William R. Miller.  The Plaintiff's
Motion is denied as to Defendant Superior Bremen Filtration.

The case is captioned STATE OF OHIO, ex rel. MICHAEL DeWINE OHIO
ATTORNEY GENERAL, Plaintiff, v. SUPERIOR FIBERS, INC., et al.,
Defendants, CASE NO. 2:14-CV-1843 (S.D. Ohio).

A full-text copy of the Opinion and Order dated September 30, 2015
is available at http://is.gd/lqWs9Ufrom Leagle.com.

State of Ohio, ex rel., Michael DeWine, Ohio Attorney General,
Plaintiff, represented by Timothy James Kern, Ohio Attorney General
& James Aloysius Carr, Ohio Attorney General.

Superior Bremen Filtration, LLC, Defendant, represented by Steve N
Siegel, Esq. -- steve.siegel@dinsmore.com -- DINSMORE & SHOHL LLP &
Timothy David Hoffman, Esq. – timothy.hoffman@dinsmore.com --
DINSMORE & SHOHL LLP.

Reichhold, Inc., Defendant, represented by Catherine Darcy Copeland
Jalandoni, Esq. -- djalandoni@porterwright.com -- PORTER WRIGHT
MORRIS & ARTHUR LLP, Christopher Richard Schraff, Esq. –-
cschraff@porterwright.com -- PORTER WRIGHT MORRIS & ARTHUR LLP &
Daniel B Miller, Esq. -- dmiller@porterwright.com PORTER WRIGHT
MORRIS & ARTHUR LLP.

                       About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, is one of the world's
largest manufacturer of unsaturated polyester resins and a leading
supplier of coating resins for the industrial, transportation,
building and construction, marine, consumer and graphic arts
markets.  Reichhold -- http://www.Reichhold.com/-- has    
manufacturing operations throughout North America, Latin America,
the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.  Logan
&
Company is the company's claims and noticing agent.  The cases are
assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

On April 1, 2015, the U.S. Trustee named three non-union retirees
of Debtors to serve as the official Non-Union Retiree Committee.
Each of the Retiree Committee members is receiving retiree welfare
benefits from one or more of the Debtors.

On April 2, 2015, Reichhold disclosed that the purchase of most of
the assets of the U.S. business was completed.  This transaction,
approved by the Delaware Bankruptcy Court on January 12, 2015,
allows Reichhold's U.S. businesses to successfully emerge from
bankruptcy and re-join the rest of the global Reichhold
organization.  Concurrent with this purchase, Reichhold completed a
debt-for-equity exchange with a group of investors led by Black
Diamond Capital Management LLC and including J.P. Morgan Investment
Management, Inc., Third Avenue Management LLC, and Simplon Partners
LP.


RELATIVITY MEDIA: Togut Segal Approved as Committee's Counsel
-------------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Relativity Fashion,
LLC, et al., to retain Togut, Segal & Segal LLP as its counsel
nunc pro tunc to Aug. 7, 2015.

Togut Segal is expected to, among other things:

   a) advise the Committee regarding its rights, powers and duties
in the cases;

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

   c) assist the Committee's investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtors and of
the operation of their businesses.

The Togut firm's hourly rates are:

      Partners                     $585 - $935
      Counsel                         $645
      Associates                   $205 - $475
      Paralegals and Law Clerks    $145 - $295

The Togut firm will apply for reimbursement of expenses incurred in
connection with the Debtors' cases in compliance with Sections 330
and 331 of the Bankruptcy Code.

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

                    About Relativity Fashion

Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment  
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by
Ryan Kavanaugh as a films late cofinancier partnering with major
studios such as Sony and Universal.  In addition, the Company
engages in content production and distribution, including movies,
television, fashion, sports, digital and music.  

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

Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at Jones Day, represent the Debtors in the bankruptcy cases.

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

On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors.  The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.


RESIDENTIAL CAPITAL: Homeowner's Appeal Dismissed
-------------------------------------------------
Tia Smith brings claims for three million dollars against each of
Residential Capital LLC, and three debtor affiliates for various
causes of action arising under California law based on a home loan
that Smith took out in 2006, which ultimately resulted in the
foreclosure of her home in 2011.

Smith alleged that the Debtors are liable for "tricking" her into
taking out the loan and for the allegedly wrongful foreclosure that
followed, even though none of the Debtors were ever involved in the
origination of the loan or the related foreclosure proceedings.  On
October 1, 2014, the Bankruptcy Court dismissed all but one of
Smith's claims from the bankruptcy case.  Smith, proceeding pro se,
appealed.

Judge Richard J. Sullivan of the United States District Court for
the Southern District of New York denied the interlocutory appeal
as the Bankruptcy Court's orders are not final or otherwise
appealable and dismissed the case for lack of appellate
jurisdiction over the Bankruptcy Court's Orders.

The case is captioned TIA SMITH, Appellant, v. RESCAP BORROWER
CLAIMS TRUST, Appellee, No. 14-CV-9711 (RJS)(S.D.N.Y.), relating to
In re RESIDENTIAL CAPITAL, LLC, Debtor.

A full-text of the Opinion and Order dated September 30, 2015 is
available at http://is.gd/Djs0OWfrom Leagle.com.

Tia Smith, Appellant, Pro Se.

ResCap Borrower Claims Trust, Appellee, represented by

Norman S. Rosenbaum, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019-9601
P (212) 468-8000
F (212) 468-7900
Email: nrosenbaum@mofo.com

                 About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case. Morrison Cohen LLP is advising ResCap's independent
directors. Kurtzman Carson Consultants LLP is the claims and
notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RICHMOND LIBERTY: Section 341 Meeting Scheduled for Dec. 4
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Richmond Liberty
LLC will be held on Dec. 4, 2015, at 10:00 a.m. at Room 2579, 271-C
Cadman Plaza East, Brooklyn, NY.

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

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

                       About Richmond Liberty

Richmond Liberty LLC filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 15-44866) on Oct. 29, 2015.
David Speiser signed the petition as vice president.  The Debtor
estimated both assets and liabilities in the range of $10 million
to $50 million.  The Debtor has engaged Robinson Brog Leinwand
Greene Genovese & Gluck P.C. as counsel.  Judge Elizabeth S. Stong
is assigned to the case.



RITE AID: Announces Appointments of Executive Officers
------------------------------------------------------
Rite Aid Corporation disclosed the appointment of Darren W. Karst
as chief administrative officer of the Company; Frank G. Vitrano as
chief strategic business development officer; and Marc A. Strassler
as corporate counsel of the Company, each effective as of Oct. 26,
2015.

Mr. Karst, who joined the Company in August 2014 as the Company's
executive vice president and chief financial officer, is assuming
the chief administrative officer responsibilities previously held
by Mr. Vitrano.  In connection with his assumption of these
responsibilities, the Company and Mr. Karst entered into a letter
agreement that amended the terms of his employment agreement dated
July 24, 2014.  Pursuant to the Karst Letter Agreement, Mr. Karst
will have a target annual performance bonus opportunity equal to
125% of his annual base salary effective as of Aug. 3, 2015.  The
previously disclosed material terms of Mr. Karst's employment
remain the same.  

The Company and Mr. Vitrano entered into a letter agreement that
amended the terms of his employment agreement dated Sept. 24, 2008,
as amended from time to time.  The Vitrano Letter Agreement
provides that Mr. Vitrano will report to the Company's chief
executive officer and the Board.  Following the effective date of
the Vitrano Letter Agreement, Mr. Vitrano's annual base salary will
be $500,000 and that he will have a target annual performance bonus
opportunity equal to 75% of his annual base salary.  The Vitrano
Letter Agreement eliminates the excise tax gross up provision in
Mr. Vitrano's employment agreement and provides that the severance
payable to Mr. Vitrano will be reduced to the amount that is not
subject to such taxes if doing so would result in a greater
after-tax payment to him.  The other previously disclosed material
terms of Mr. Vitrano's employment remain the same.

The Company and Mr. Strassler entered into a letter agreement that
amended the terms of his employment agreement dated March 9, 2009,
as amended from time to time.  The Strassler Letter Agreement
provides that Mr. Strassler will report to the Company's General
Counsel.  Following the effective date of the Strassler Letter
Agreement, Mr. Strassler's annual base salary will be $300,000 per
year and that he will have a target annual performance bonus
opportunity equal to 30% of his annual base salary.  The Strassler
Letter Agreement eliminates the excise tax gross up provision in
Mr. Strassler's employment agreement and provides that the
severance payable to Mr. Strassler will be reduced to the amount
that is not subject to such taxes if doing so would result in a
greater after-tax payment to him.  The other previously disclosed
material terms of Mr. Strassler's employment remain the same.  

                        About Rite Aid Corp.

Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.

The Company disclosed in its annual report for the year ended
Feb. 28, 2015, that it is highly leveraged.  Its substantial
indebtedness could limit cash flow available for its operations and
could adversely affect its ability to service debt or obtain
additional financing if necessary.

As of Aug. 29, 2015, the Company had $11.97 billion in total
assets, $11.5 billion in total liabilities and $430 million in
total stockholders' equity

                           *     *     *

In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid.  The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.

In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.


RITE AID: To be Acquired by Walgreens Boots for $17.2 Billion
-------------------------------------------------------------
Walgreens Boots Alliance, Inc. and Rite Aid Corporation announced
that they have entered into a definitive agreement under which
Walgreens Boots Alliance will acquire all outstanding shares of
Rite Aid for $9.00 per share in cash, for a total enterprise value
of approximately $17.2 billion, including acquired net debt.  The
purchase price represents a premium of 48 percent to the closing
price per share on Oct. 26, 2015, the day before the agreement was
signed.  The combination of Walgreens Boots Alliance and Rite Aid
creates a further opportunity to deliver a high-quality retail
pharmacy choice for U.S. consumers in an evolving and increasingly
personalized healthcare environment.

Walgreens Boots Alliance is highly focused on building a
differentiated in-store experience for health, wellness and beauty,
and this combination will help accelerate Rite Aid's own efforts
toward that end.  Once the acquisition closes, Walgreens Boots
Alliance plans to further transform Rite Aid's stores to better
meet consumer needs.

"Today's announcement is another step in Walgreens Boots Alliance's
global development and continues our profitable growth strategy.
In both mature and newer markets across the world, our approach is
to advance and broaden the delivery of retail health, wellbeing and
beauty products and services," said Walgreens Boots Alliance
Executive Vice Chairman and CEO Stefano Pessina.  "This combination
will further strengthen our commitment to making quality healthcare
accessible to more customers and patients.  Our complementary
retail pharmacy footprints in the U.S. will create an even better
network, with more health and wellness solutions available in
stores and online.  Walgreens Boots Alliance will provide to Rite
Aid its global expertise and resources to accelerate the delivery
of integrated frontline care, and to offer innovative solutions for
providers, payers and other entities in the U.S. healthcare system.
Finally, this combination will generate a stronger base for
sustainable growth and investment into Rite Aid stores, while
realizing synergies over time."

"Joining together with Walgreens Boots Alliance will enhance our
ability to meet the health and wellness needs of Rite Aid's
customers while also delivering significant value to our
shareholders," said Rite Aid Chairman and CEO John Standley.  "This
transaction is a testament to the hard work of all our associates
to deliver a higher level of care to the patients and communities
we serve.  Together with Walgreens Boots Alliance, the Rite Aid
team can continue to build upon this great work through access to
increased capital that will enhance our store base and expand
opportunities as part of the first global pharmacy-led, health and
wellbeing enterprise."

The boards of directors of both companies have approved the
transaction, which is subject to approval by the holders of Rite
Aid's common stock, the expiration or termination of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary closing conditions.
The transaction is expected to close in the second half of calendar
2016.

The transaction is expected to be accretive to Walgreens Boots
Alliance's adjusted earnings per share in its first full year after
completion.  Additionally, Walgreens Boots Alliance expects to
realize synergies in excess of $1 billion.

Upon completion of the merger, Rite Aid will be a wholly owned
subsidiary of Walgreens Boots Alliance, and is expected to
initially operate under its existing brand name.  Working together,
decisions will be made over time regarding the integration of the
two companies, ultimately creating a fully harmonized portfolio of
stores and infrastructure.

Walgreens Boots Alliance expects to finance the transaction through
a combination of existing cash, assumption of existing Rite Aid
debt and issuance of new debt.

Citi acted as Rite Aid's exclusive financial adviser, with Skadden,
Arps, Slate, Meagher & Flom LLP acting as its legal counsel on
transaction legal matters and Jones Day acting as its legal counsel
on antitrust regulatory matters.

UBS Investment Bank acted as Walgreens Boots Alliance's financial
adviser and provided a fairness opinion to the board of directors
of Walgreens Boots Alliance, with Simpson Thacher & Bartlett LLP
acting as its legal counsel on transaction legal matters and Weil,
Gotshal & Manges LLP acting as its legal counsel on antitrust
regulatory matters.  UBS Investment Bank will be the sole arranger
on the bridge financing to Walgreens Boots Alliance.

Walgreens Boots Alliance held a one-hour conference call to discuss
its fourth quarter results and the acquisition announcement on Oct.
28, 2015.

                       About Rite Aid Corp.

Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia.

The Company disclosed in its annual report for the year ended
Feb. 28, 2015, that it is highly leveraged.  Its substantial
indebtedness could limit cash flow available for its operations and
could adversely affect its ability to service debt or obtain
additional financing if necessary.

As of Aug. 29, 2015, the Company had $11.97 billion in total
assets, $11.5 billion in total liabilities and $430 million in
total stockholders' equity

                           *     *     *

In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid.  The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.

In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.


SAMUEL MORTON: Bankr. Court Issues Sanctions Against Attys
----------------------------------------------------------
On June 24, 2015, the United States Bankruptcy Court for the
Eastern District of Tennessee entered an order directing James H.
Price and Chadwick B. Tindell, who were at that time counsel for
Debtors Samuel Robert Morton, Jr., and Sharon K. Morton, to appear
and show cause why they should not be sanctioned, including but not
limited to a directive to disgorge fees.

The Show-Cause Order was issued in response to a number of
procedural and substantive errors in violation of the Local Rules
of the Bankruptcy Court for the Eastern District of Tennessee, the
Administrative Procedures for Electronic Case Filing for the United
States Bankruptcy Court for the Eastern District of Tennessee, and
the Federal Rules of Bankruptcy Procedure committed by Mr. Price
and Mr. Tindell in their representation of Debtors.

The final straw resulting in issuance of the Show-Cause Order was
the alarming testimony of Mr. Morton during the trial held on June
23, 2015, on the Motion of Bank of Camden for Relief From the
Automatic Stay that the Debtors' counsel had not obtained, as of
that date, the Debtors' original signatures on their bankruptcy
petition, statements, or schedules that were filed in March 2015,
or on any of the subsequently filed amendments.

Judge Suzanne H. Bauknight of the United States Bankruptcy Court
for the Eastern District of Tennessee has:

   (1) determined that sanctions are appropriate and will require
Mr. Price, Mr. Tindell, and Lacy, Price & Wagner, P.C., to disgorge
the $15,000 retainer paid to them by Mrs. Morton's mother and to
repay to Debtors' estate the payments totaling $6,000 received from
Debtors in the ninety days before the filing of their case;

   (2) required Mr. Price and Mr. Tindell each to attend ten hours
of ethics continuing legal education above what is required for
maintaining their Tennessee law licenses, to be completed and
certified to the Court no later than March 31, 2016; and

   (3) required Mr. Price and Mr. Tindell to self-report their
conduct in this case and this Court's Memorandum Opinion to the
Tennessee Board of Professional Responsibility on or before
November 2, 2015, and provide evidence of such submission
(including but not limited to a copy of the documents submitted) to
this Court in camera on or before November 30, 2015.

In case is captioned In re SAMUEL ROBERT MORTON, JR. SHARON K.
MORTON Debtors, CASE NO. 3:15-BK-30892-SHB (Bankr. E.D. Tenn.).

A full-text of the Memorandum Opinion dated September 30, 2015 is
available at http://is.gd/qUF9O8from Leagle.com.

Samuel Robert Morton, Jr., Debtor, represented by:

          Michael H. Fitzpatrick, Esq.
          QUIST, CONE & FISHER, PLLC
          2121 First Tennessee Plaza
          800 South Gay Street Suite 2121
          Knoxville, TN 37929
          Phone: 865 524.1873 ext. 222
          Fax: 865 525.2440
          Email: mhf@qcflaw.com


SANTA CRUZ BERRY: Gets Court Approval to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Santa Cruz Berry Farming Company LLC and Corralitos
Farms LLC to use cash collateral beyond the so-called "use
period."

The Debtors said they need an immediate use of cash collateral to
continue their business operations and avoid immediate and
irreparable harm.  The Debtors added the cash collateral is solely
to pay only those certain expenses actually incurred during the use
period pursuant to the budget.

A full-text copy of order and cash collateral budget is available
for free at http://is.gd/adv06R

                         About Santa Cruz Berry Farming

Watsonville, California-based Santa Cruz Berry Farming grows
conventional and organic strawberries.  The privately owned company
was founded by and is currently managed by Fritz Koontz.  Seven
Seas Berry Sales, a division of the Tom Lange Co., is the sales
agent for the Company.

Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC,
commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos.
15-51771 and 15-51772) in San Jose, California, on May 25, 2015.

The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and
Associates, APC, in Costa Mesa, California, as counsel.

The Official Committee of Unsecured Creditors has retained Michael
A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP,
as attorneys.


SHOES FOR CREWS: Moody's Assigns B3 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
SHO Holding I Corporation (d.b.a. "Shoes for Crews").  Moody's also
assigned a B2 rating to the company's $258 million first lien
credit facilities consisting of a $233 million Term Loan and $25
million revolver.  The rating outlook is stable.

On Oct. 27, 2015, private equity firm CCMP Capital Advisors, LLC
closed on the acquisition of a controlling stake in Shoes for
Crews.  The transaction was funded with proceeds from a $233
million term loan and an un-rated $100 million second lien term
loan, along with equity contributed by CCMP and rollover equity.
Upon completion of the transaction, the acquirer (Never Slip Merger
Sub, Inc.) merged with and into SHO Holding I Corporation, with SHO
Holding I Corporation becoming the surviving entity and obligor
under the proposed credit facilities.

Ratings assigned:

   -- Corporate Family Rating at B3
   -- Probability of Default Rating at B3-PD
   -- $25 million 1st lien Revolver due 2021 at B2 (LGD3)
   -- $233 million 1st lien Term Loan due 2022 at B2 (LGD3)

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Shoes for Crews' weak pro
forma credit metrics, with pro forma lease-adjusted debt/EBITDAR
exceeding 7.5x, EBITA/Interest approaching 2.0x, and debt/revenue
over 1.8x.  The rating also reflects the company's very small scale
and narrow product focus on slip-resistant footwear for work
environments, with a primary focus in the foodservice industry.
While Moody's expects the pro forma entity to generate positive
free cash flow and that it will use excess cash flow for mandatory
debt reduction over time, leverage will remain high at over 6.5x
over the next two years.  Other concerns include the inherent risks
of being owned by a private equity sponsor, specifically as it
relates to financial policy, and restricted payment definitions in
the company's credit agreement that allow for moderate leakage of
cash flow for permitted investments and distributions.

Positive rating consideration is given to Shoes for Crews' proven
track record of stable operating performance with demonstrated
resilience through economic cycles.  Moody's believes this is
largely a result of the recurring nature of technical footwear
purchases caused by normal wear-and-tear, the company's
long-standing customer relationships with low concentration, and
established payroll deduction programs within its customer base
that creates a barrier to entry due to the embedded technology
within customer human resource systems.  Liquidity is good, as the
company's strong profit margins and minimal capital expenditure
requirements drive positive free cash flow generation, while
availability under its $25 million credit facility adds additional
support.
The B2 ratings assigned to Shoes for Crews' first lien credit
facilities reflect the first lien position on substantially all
domestic assets of the company and guarantors, 100% of all
outstanding equity of the direct subsidiaries and 65% of the voting
equity interest in tax excluded and foreign subsidiaries. The
facilities benefit from the sizeable level of debt in the capital
structure with a more junior claim in the form of a $100 million
second lien term loan (not rated by Moody's).  The facilities are
guaranteed by the company's direct parent company and each
wholly-owned subsidiary.

The stable outlook reflects Moody's expectation for gradual
improvement in debt protection metrics over the next 12-18 months
due to profitable growth.

A ratings upgrade would require a demonstration of continued
positive operating trends, material debt reduction and metric
improvement, as well as an expectation that financial policies will
preserve a stronger quantitative credit profile.  A ratings upgrade
would require lease-adjusted debt/EBITDAR to be sustained below
6.0x and EBITA/Interest above 2.0x.

The ratings could be downgraded if operating results were to turn
negative, financial policies were to become more aggressive, or if
liquidity were to materially erode, particularly if free cash flow
were to turn negative.

Headquartered in West Palm Beach, FL., Shoes for Crews designs,
markets and manufactures slip-resistant footwear for use by workers
in the United States and certain European countries. Revenue for
the twelve month period ended June 2015 was about $185 million.

The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.



SIGNAL INTERNATIONAL: Gets Final Approval to Borrow $90.1-Mil.
--------------------------------------------------------------
A federal judge approved a $90.1 million financing to get Signal
International Inc. through bankruptcy.

Judge Mary Walrath of the U.S. Bankruptcy Court in Delaware gave
final approval to the loan to be provided by the Teachers'
Retirement System of Alabama and the Employees' Retirement System
of Alabama.

The bankruptcy judge earlier allowed the company to get an initial
$4 million loan from the employee pension funds.

The pension funds will have "priming" security interests in and
liens on assets that were used as collateral for the $90.1 million
loan.  

Both pension funds will also have "non-priming" security interests
in and liens on so-called "unencumbered properties" or those owned
by the company that were not subject to "valid, perfected,
enforceable and unavoidable liens" on the day it filed for
bankruptcy protection, according to the court filing.

In the same filing, Judge Walrath also allowed the company to use
cash collateral to support its operations.  

Before Judge Walrath signed the order, Signal International was
required at the Sept. 10 hearing to make minor revisions to it.  

The revised form of order signed by the bankruptcy judge is
"consistent" with her rulings at the hearing, according to the
company's lawyer, Kenneth Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware.

                       About Signal International

Signal International Inc. -- http://www.signalint.com/-- primarily
engages in the business of offshore drilling rig overhaul, repair,
upgrade, and conversion, as well as new shipbuilding construction.

Additionally, Signal provides services to the general marine and
heavy fabrication markets for barges, power plants, and modular
construction.  

Signal International, LLC ("SI LLC"), was organized on Dec. 6,
2002, as a limited liability company after acquiring the assets of
the Offshore Division of Friede Goldman Halter from bankruptcy.

SI Inc. was incorporated on Oct. 12, 2007, and began operations
with offshore fabrication and repair in Mississippi.  Signal's
corporate headquarters are in Mobile, Alabama, with operations in
Alabama and Mississippi, and a sales office in Texas.

On Oct. 3, 2014, Signal International Texas, L.P., sold
substantially all of its assets to Westport Orange Shipyard, LLC,
in a partially seller-financed transaction for a total purchase
price of $35,900,000.  As part of the transaction, Westport
provided a down payment of $7,000,000 and delivered a promissory
note in the principal amount of $28,900,000 to SI Texas due on or
before Oct. 3, 2019 (the "Texas Note").

On July 12, 2015, SI Inc. and its direct and indirect wholly owned
subsidiaries, including SI LLC, commenced cases under chapter 11 of
title 11 of the United States Code (Bankr. D. Del. Lead Case No.
15-11498).

The Debtors tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Hogan Lovells US LLP as general corporate
counsel, GGG Partners, LLC, as financial and restructuring
advisors, and Kurtzman Carson Consultants LLC as claims and
noticing agent.

Signal International Inc. estimated $10 million to $50 million in
assets and $50 million to $100 million in debt.

The U.S. Trustee for Region 3 appointed seven creditors to serve on
the official committee of unsecured creditors.


SOURCEHOV LLC: Moody's Lowers CFR to B3; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded SourceHOV, LLC's Corporate
Family Rating to B3 from B2 and its Probability of Default Rating
to B3-PD from B2-PD.  At the same time, Moody's lowered the ratings
of SourceHOV's senior secured first lien credit facilities due 2019
to B2 from B1, and the company's second lien term loan due 2020 to
Caa2 from Caa1.  The rating outlook is negative.

The downgrade to B3 CFR reflects significant deterioration of
SourceHOV's revenue and earnings relative to Moody's expectations
following the company's merger with BancTec in 2014.  According to
Moody's analyst Oleg Markin, "The early termination of the OCC
mortgage settlement in the legal claims business unit, along with
volume reductions and slower ramp-ups of revenue from contracts
signed post-merger, contributed to a material earnings decline and
resulted in weaker credit metrics that are no longer support a B2
rating."  Moody's is also concerned about SourceHOV's prospects for
liquidity improvement in the near term, particularly as mandatory
principal payments increase at a time of uncertainty surrounding
covenant compliance in the near term.  Lack of material EBITDA
improvement may lead to a need for covenant relief as early as Q1
2016.

Moody's took these rating actions on SourceHOV, LLC:

   -- Corporate Family Rating to B3 from B2
   -- Probability of Default Rating to B3-PD from B2-PD
   -- $75 million Senior Secured First Lien Revolving Credit
      Facility due 2019 to B2 (LGD3) from B1 (LGD3)
   -- $780 million Senior Secured First Lien Term Loan due 2019 to

      B2 (LGD3) from B1 (LGD3)
   -- $250 million Senior Secured Second Lien Term Loan due 2020
      to Caa2 (LGD5) from Caa1 (LGD5)
   -- Rating Outlook: Negative

RATINGS RATIONALE

SourceHOV's B3 CFR reflects the company's high leverage and weak
operating performance following its merger with BancTec in late
2014.  The company's revenue and EBITDA deterioration stems from
the wind-down of the OCC mortgage settlement in the legal claims
business unit, volume reductions with existing customers and
customer losses in early 2014.  New contracts within the
transaction services group (60% of the company's total revenue)
have been slower to ramp-up and have not fully offset lost
revenues.  Moody's estimates total debt to EBITDA (Moody's
adjusted) was at approximately 7.1 times (excluding pro forma add
backs for cost savings) as of June 30, 2015, which is high relative
to B3-rated companies.  Leverage is expected to fall below 6 times,
which is more in-line with the rating, during the next 12 to 18
months due to a combination of improved profitability from
completed cost savings initiatives and debt repayment from free
cash flow.  The rating also reflects the highly competitive and
fragmented market segments in which the company operates, and a
moderate degree of customer concentration in the business process
outsourcing industry.  The rating benefits from the predictable
nature of the company's core business, providing revenue visibility
from customers under contract, as well as the company's long
standing relationships with large, blue chip customers,
particularly within healthcare and financial transaction solutions
businesses.

SourceHOV's weak liquidity profile is a key constraint to the
rating and outlook.  Moody's is concerned that internally-generated
cash flow will not be adequate to cover fixed costs, including the
increased amortization payment on the first lien term loan
beginning December 2015.  Moody's also notes that the company has
limited availability under its revolving credit facility, with
minimal cushion on the total leverage financial covenant that will
further step down at year end.

The negative outlook reflects concerns that the company's ability
to generate positive free cash flow during the next 12 to 18 months
will be limited and that the company's current underperformance to
plan could be a risk to future earnings going forward.  Moody's
could stabilize SourceHOV's ratings outlook if the company achieves
meaningful revenue and earnings growth and improves its liquidity
profile, including availability of funds under the revolving credit
facility and headroom under its financial covenant.

The ratings could be downgraded if the company experiences
continued declining earnings, or if improvements in profitability
are delayed resulting in weaker liquidity or an increase in debt to
support operations.  Additionally, a downgrade could occur if debt
to EBITDA approaches 7.5 times.

While unlikely in the near term, the rating could be upgraded if
the company were able to generate positive free cash flow while
growing revenue at stable margins.  The company would also need to
sustain debt to EBITDA below 5.5 times.

SourceHOV provides Business Process Outsourcing (BPO) solutions to
document and information-intensive end-markets including
healthcare, financial services, legal and public sector. SourceHOV
has three business units: Transaction Process Solutions ("TPS"),
Legal Claims Administration ("Rust"), and Analytics ("ERS").  TPS
has two divisions that focus on the Healthcare and Finance & Public
verticals.  HandsOn Global Management (HGM) and affiliates control
approximately 82% of the common equity interest in SourceHOV.  Pro
forma gross revenues for the LTM period ended
June 30, 2015, were approximately $824 million.

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



SOUTHEASTERN COMMERCIAL: Case Summary & 7 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southeastern Commercial Contractors, Inc.
        92 Brown Pelican Drive
        Savannah, GA 31419

Case No.: 15-41815

Chapter 11 Petition Date: November 2, 2015

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Judge: Hon. Edward J. Coleman III

Debtor's Counsel: James L Drake, Jr., Esq.
                  JAMES L. DRAKE, JR. P.C.
                  P. O. Box 9945
                  Savannah, GA 31412
                  Tel: 912-790-1533
                  Email: jdrake7@bellsouth.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry R. Wheeler, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb15-41815.pdf


SW LIQUIDATION: Court Confirms Ch. 11 Liquidation Plan
------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware on Oct. 30, 2015, issued findings of fact,
conclusions of law, and order confirming the Second Amended Plan of
Liquidation of SW Liquidation, LLC, f/k/a Saladworks, LLC.

According to Robert Q. Klamser, the president of UpShot Services
LLC, 100% of holders of Class 3 - General Unsecured Creditors voted
to accept the Plan.

The Debtor proposed a liquidating plan that is backed by the
Official Committee of Unsecured Creditors, and founder Anthony
Scardapane and related entities.

Prior to the Confirmation Hearing, the Debtors filed the Second
Amended Liquidation Plan and Plan Supplements, including a Revised
Form of the Liquidating Trust Agreement.  A blacklined version of
the Second Amended Plan, dated Oct. 29, 2015 is available at
http://bankrupt.com/misc/SWplan1029.pdfFull-text copies of the
Plan Supplements dated Oct. 29, 2015, are available at
http://bankrupt.com/misc/SWplansupp1029.pdf

The Debtor named Michael J. Kadelski as Liquidating Trustee.

                      About Saladworks, LLC

Developed in 1986, Saladworks, LLC, is the first and largest
fresh-salad franchise concept in the United States.  From its
beginning in the Cherry Hill Mall, Saladworks quickly expanded to
12 additional locations in area malls and soon thereafter began
franchising.   

Then with franchise agreements with 162 different franchisees,
Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 15-10327) on Feb. 17, 2015.  The dispute between
Saladworks founder and CEO Anthony Scardapane and Vernon W. Hill,
II prompted the bankruptcy filing.  Scardapane's J Scar Holdings,
Inc., held a 70% stake in the company while Hill's JVSW LLC held
30%.

The bankruptcy case is assigned to Judge Laurie Selber
Silverstein.

Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in
liabilities as of the Chapter 11 filing.

The Debtor tapped Adam G. Landis, Kerri K. Mumford and Kimberly A.
Brown of Landis Rath & Cobb LLP, as counsel; SSG Advisors, LLC, as
investment banker; and Edward A. Phillips and Ryan W. Farley of
EisnerAmper LLP, as financial advisor.  The Debtor engaged Upshot
Services LLC, as claims and noticing agent.

The Official Committee of Unsecured Creditors tapped Richard M.
Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP,
counsel to the Official Committee of Unsecured Creditors.

D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph
and Scott C. Cutrow of Katten Muchin Rosenman LLP, serves as
counsel to Centre Lane Partners, LLC, the buyer of most of the
Debtor's assets.

Saladworks, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell substantially
all of its assets to SW Acquisition Company, LLC, an affiliate of
Centre Lane for $16.9 million, and, pursuant to the purchase
agreement, will no longer be able to use the name "Saladworks"
following the closing of the sale.  The Debtor changed its name to
SW Liquidation LLC following the closing of the sale.

The Debtor has proposed a plan of liquidation that's backed by the
Creditors Committee and Scardapane but opposed by the Hill
Entities.


T-L BRYWOOD: Gets Approval to Use Cash Collateral Until Nov. 30
---------------------------------------------------------------
T-L Brywood LLC received court approval to use the cash collateral
of RCG-KC Brywood LLC until Nov. 30, 2015.

The order, issued by U.S. Bankruptcy Judge J. Philip Klingeberger,
required the company to grant "adequate protection" to its lender
in the form of security interests in its "post-petition assets."

T-L Brywood was also required to reserve sufficient funds for
payment of real estate taxes relating to the property commonly
known as Brywood Centre, and pay insurance premiums to cover all of
its assets from fire, theft and water damage.

The next court hearing is scheduled for Nov. 12.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  The case was transferred to
the U.S. Bankruptcy Court for the Northern District of Indiana
(Case. 13-21804) on May 14, 2013.  The petition was signed by
Richard Dube, president of Tri-Land Properties, Inc., manager.
Judge  J. Philip Klingeberger oversees the case.

T-L Brywood owns and operates a commercial shopping center known as
the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas
City, Missouri.  The property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space.

Related entities, T-L Conyers LLC, T-L Cherokee South, LLC, T-L
Smyrna LLC, and T-L Village Green LLC sought Chapter 11 protection
(Bankr. N.D. Ind. Case Nos. 13-20280, and 13-20282 to 13-20284) in
Hammond, Indiana, on Feb. 1, 2013.  T-L Conreys owns the Sale Gate
Shopping Center in Conyers, Georgia.  T-L Cherokee owns the
Cherokee South Shopping Center in Overland Park, Kansas.  T-L
Smyrna owns the Crossings Shopping Center in Smyrna, Georgia.  

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection (Case
No. 12-22623) on July 11, 2012.  Tri-Land and an affiliate
collectively manage a portfolio of 10 properties in Georgia,
Indiana, Kansas, Minnesota, Missouri and Wisconsin.

T-L Brywood disclosed total assets of $16.7 million and total
liabilities of $14.0 million in its schedules.  

T-L Brywood is represented by David K. Welch, Esq., Arthur G.
Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon,
Welch & Clar, in Chicago.

                           *     *     *

The secured lender in the Chapter 11 cases of T-L Conyers, T-L
Smyrna, T-L Cherokee and T-L Village (collectively, "Other Related
Debtors") was MB Financial N.A.  The parties reached a settlement
resolving all of the disputes that resulted in, among other things,
the voluntary dismissal of the Chapter 11 cases of the Other
Related Debtors.

T-L Brywood and creditor RCG-KC Brywood, LLC, have filed competing
plans in T-L Brywood's Chapter 11 case.


T-MOBILE USA: Moody's Assigns Ba3 Rating on 2026 Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to T-Mobile USA,
Inc.'s proposed offering of Senior Unsecured Notes due 2026.
T-Mobile intends to use the net proceeds from the offering for
general corporate purposes, which may include acquisition of
additional spectrum.

In addition to the unsecured notes offering, T-Mobile has increased
the amount under its proposed senior secured term loan to $2
billion from $1 billion.  This increase does not impact the term
loan's Baa3 rating or T-Mobile's Ba3 Corporate Family Rating and
the Ba3 rating on the company's senior unsecured notes.  The
outlook remains stable.

Moody's has taken these rating actions:

T-Mobile USA, Inc.

  Senior Unsecured Series Notes due 2026: Assigned Ba3 (LGD4)

RATINGS RATIONALE

T-Mobile's Ba3 Corporate Family Rating reflects our expectation for
sustained market share gains as innovative service offerings,
improving network performance and good customer service continue
attracting new customers.  Moody's expects this solid execution
will lead to rapidly growing positive free cash flow generation
starting next year.  In addition, a strong liquidity profile and
valuable spectrum assets also provide credit support.  These
strengths are offset by the company's distant third position in the
highly competitive U.S. wireless industry, the capital intensity
associated with building out its 4G LTE network to manage rapidly
rising bandwidth demand and a moderately leveraged balance sheet.
The rating does not receive any lift as a result of Deutsche
Telekom AG's ("DT") ownership stake as DT has made no secret of its
desire to exit the US market.

Continued strong execution and additional market share gains
leading to meaningful margin expansion and free cash flow
generation in 2016 underpin our stable outlook.  The stable outlook
also incorporates our expectation for significant additional
spectrum purchases during the next few years.

Although not immediately anticipated due to our expectations for
significant debt funded spectrum purchases over the next few years,
T-Mobile's rating could be upgraded if the company continues its
strong growth trajectory path by further reducing churn and
increasing subscriber counts.  Specifically, Moody's could raise
the rating if leverage is likely to drop (and be sustained) below
4.0x and free cash flow were to improve to the high single digits
percentage of total debt (note that all cited financial metrics are
referenced on a Moody's adjusted basis).

Downward rating pressure could develop if T-Mobile's leverage
approaches, and is likely to be sustained around 4.5x and free cash
flow drops below 2% of total debt.  This could occur if EBITDA
margins come under sustained pressure, declining to below 30% for a
meaningful amount of time or if future debt-funded spectrum
purchases significantly exceed our expectations.  In addition,
deterioration in liquidity could pressure the rating downward.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010.



T-MOBILE USA: S&P Assigns 'BB' Rating on 2026 Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Bellevue, Wash.-based wireless
service provider T-Mobile US Inc.'s proposed senior notes due 2026
(amount to be determined).  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; upper end of the range)
recovery in the event of payment default.  The notes will be issued
by its wholly-owned subsidiary T-Mobile USA Inc.

S&P believes that net proceeds from the new notes, along with the
recently announced senior secured term loan, will be used to
partially fund the acquisition of spectrum, both in private
transactions and in the upcoming broadcast incentive auction,
currently slated for March 29, 2016.  The company has publicly
stated that it could raise up to $10 billion of new debt using a
combination of secured and unsecured financing for the purpose of
acquiring spectrum licenses, which will enable it to bolster its
network capacity.  As a result, S&P believes that leverage could
rise to the low- to mid-4x area in 2016, which is still supportive
of S&P's "aggressive" financial risk assessment and the 'BB'
corporate credit rating, from S&P's current base-case forecast of
the mid-3x area by year-end 2015.

S&P believes that the combination of secured and unsecured debt
issuance will be balanced in such a way that maintains recovery
prospects for unsecured creditors above 50%, which is S&P's
threshold for the current '3' recovery rating.

RATINGS LIST

T-Mobile US Inc.
Corporate Credit Rating          BB/Stable/--

New Rating

T-Mobile USA Inc.
Senior notes due 2026            BB
  Recovery Rating                 3H



THORNTON & CO: Adams Samartino Okayed to Perform Tax Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Thornton & Co., to employ the accounting firm of Adams
Samartino & Co., PC, to perform tax and general accounting services
for the estate.

The Debtor submitted that the retention of AS is necessary and in
the best interests of the estate.  The Debtor has roughly 20
employees and engages in the sale of a very significant volume of
resin products.  Thus, the Debtor needs a competent and skilled
accountant to prepare the necessary tax returns, forms, and filings
on behalf of the estate.

AS is expected to, among other things:

   a. prepare all necessary local, state, and federal tax returns
for the Debtor and the estate;

   b. prepare such balance sheets, profit and loss statements,
financial statements, and similar documents as may be necessary and
appropriate in connection with this bankruptcy case or as otherwise
required; and

   c. render general accounting services to the estate, as needed.

AS will apply to the Court for an award of compensation and
reimbursement of expenses, and its fees will be capped at a maximum
of $40,000, subject to increase for good cause shown.

To the best of the Debtor's knowledge, AS has no connection with
the Debtor, its creditors, or any party-in-interest.

                        About Thornton & Co.

Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products.  J. Paul Thornton, Jr.
founded TCI in 1994.  As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.

Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut.  Judge
Ann M. Nevins presides over the case.

The Debtor disclosed total assets of $29,315,373 and total
liabilities of $32,232,700.

The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.

The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors.  The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc.  The committee is
represented by Reid & Riege P.C.


THORNTON & CO: Enters Into Asset Purchase Agreement with Axxom
--------------------------------------------------------------
Thornton & Co., Inc., a plastics distributor and brokerage firm
specializing in the distribution of polymer resins, on Nov. 3
disclosed that it has entered into an asset purchase agreement
("APA") with Axxom LLC ("Axxom") whereby Axxom will acquire
substantially all of the business of TCI pursuant to Section 363 of
the Bankruptcy Code, subject to the receipt of higher or better
offers.

"We are gratified with the market interest in investing in TCI and
very pleased that Axxom has faith in our ability to once again run
a thriving business that allows us to service our valued suppliers
and customers", commented Paul Thornton, TCI's founder and Chief
Executive Officer.

The proposed transaction is subject to a Section 363 bankruptcy
auction, where qualified bidders may seek to overbid the Axxom bid,
and that auction is expected to take place on November 23, 2015.

If Axxom is the winning bidder, it is expected that TCI will resume
normal-course resin brokerage operations as a part of Axxom.

The bidding procedure documents filed with the Court contemplate a
Court-supervised auction process that is designed to achieve the
highest or best offer for TCI's assets.  

Under the terms of the APA, Axxom will acquire the inventory, PP&E,
and intellectual property assets of TCI for $3.7 million (inclusive
of $1 million from TCI Management) plus an "earn-out" provision for
the benefit of the Chapter 11 estate.  The Company's accounts
receivable and other litigation assets will not be acquired by
Axxom under the terms of the APA. The initial minimum overbid
amount is $175,000.

TCI has proposed that the Bankruptcy Court schedule the auction for
November 23, 2015 at 10:00 a.m. EST at the William R Cotter Federal
Building, located at 450 Main Street Hartford, CT 06103.  The
proposed auction is subject to receiving Qualified Bids by the
deadline of November 19, 2015 at 4:00 p.m. EST.  A sale hearing
confirming the purchase is expected to be held the immediately
after the closing of the auction.

Parties interested in participating in the bidding process should
contact TCI's investment bank, Gordian Group LLC, for additional
information.  Formal inquiries should be addressed to Liam Ahearn
(lda@gordiangroup.com) and Thomas McCarthy (tcm@gordiangroup.com),
who can also be reached telephonically at 212-486-3600.  A signed
copy of the APA and other documents relevant to the sale and
auction can be found here.

Green & Sklarz LLC and Pullman Conley LLC are serving as legal
advisors to TCI.  Gordian Group LLC is the Company's financial
advisor and investment banker.

                       About Thornton & Co.

Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products.  J. Paul Thornton, Jr.
founded TCI in 1994.  As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.

Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut.  Judge
Ann M. Nevins presides over the case.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.

The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors.  The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc.  The committee is
represented by Reid & Riege P.C.



THORNTON & CO: Gordian Group Aproved as Investment Banker
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Thornton & Co., Inc., to employ Gordian Group, LLC, as
investment banker and financial advisor.

Gordian is expected to render investment banking and financial
advisory services.  

Gordian is entitled to a fee of 3% percent of gross collections.
The Gordian fee is subject to and protected by a carve out as set
forth in the interim cash collateral order and second interim cash
collateral order and Gordian will first apply its remaining
prepetition retainer balance toward Gordian fees with the remaining
balance of the Gordian interim fee, if any, to be paid from the
carve out.

                        About Thornton & Co.

Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products.  J. Paul Thornton, Jr.
founded TCI in 1994.  As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.

Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut.  Judge
Ann M. Nevins presides over the case.

The Debtor disclosed total assets of $29,315,373 and total
liabilities of $32,232,700.

The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.

The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors.  The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc.  The committee is
represented by Reid & Riege P.C.


THORNTON & CO: Green & Sklarz Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Thornton & Co., Inc., to employ the law firm of Green &
Sklarz, LLC, as its bankruptcy counsel under a general retainer
nunc pro tunc to effective Aug. 10, 2015.

As reported by the Troubled Company Reporter on Aug. 31, 2015, G&S
is expected to perform general legal services, as needed,
throughout the pendency of the case, including litigation and the
rendition of legal advice.

G&S will charge the Debtor for legal services according to its
customary hourly rates in effect on the date services are
rendered.

G&S will maintain detailed records of any actual, necessary costs
or expenses that might be incurred in the performance of the
foregoing legal services.

The hourly rates for G&S's attorneys and support staff are:

                                    Hourly Rate
                                    -----------
             Eric L. Green             $400
             Jeffrey M. Sklarz         $400
             Arnold Y. Kapiloff        $550
             Kenneth M. Roshenthal     $325
             Nicholas W. Quesenberry   $275
             
             Staff Accountants         $200
             Paralegals                $150
             Legal Assistants           $75

G&S intends to apply to the Court for an award of compensation for
postpetition services and reimbursement of postpetition expenses,
pursuant to applicable law and procedural rules.

Mr. Jeffrey M. Sklarz attests that neither G&S nor any of its
attorneys represent any interest adverse to the Debtor or its
estate in the matters upon which G&S is to be engaged.  He says
G&S
and its several attorneys are all "disinterested persons" within
the meaning of 11 U.S.C. Sec. 101(14).

                        About Thornton & Co.

Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products.  J. Paul Thornton, Jr.
founded TCI in 1994.  As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.

Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut.  Judge
Ann M. Nevins presides over the case.

The Debtor disclosed total assets of $29,315,373 and total
liabilities of $32,232,700.

The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.

The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors.  The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc.  The committee is
represented by Reid & Riege P.C.


THORNTON & CO: Pullman & Comley to Handle Employment Law Matters
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Thornton & Co., Inc., to employ the law firm of  Pullman
& Comley, LLC as special-purpose counsel nunc pro tunc to Aug. 10,
2015, under a general retainer.

According to the Debtor, P&C has been the Debtor's general outside
counsel for several years and has intimate knowledge of the affairs
of the Debtor.

P&C will represent the Debtor with respect to general corporate-law
matters; employment-law matters; regulatory and securities matters;
and litigation matters not related to the bankruptcy case,
including but not limited to (i) Thornton and Company, Inc. v.
Gracious Living Corporation, pending in the Ontario Superior Court
of Justice; and (ii) Thornton and Company, Inc. v. Polymer Trading
USA, LLC, et al, civil action no 4:14-cv-359, pending in the United
States District Court for the Southern District of Texas, Houston
Division.

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

                        About Thornton & Co.

Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products.  J. Paul Thornton, Jr.
founded TCI in 1994.  As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.

Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut.  Judge
Ann M. Nevins presides over the case.

The Debtor disclosed total assets of $29,315,373 and total
liabilities of $32,232,700.

The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.

The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors.  The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc.  The committee is
represented by Reid & Riege P.C.


THORNTON & CO: Reid & Riege Approved as Committee's Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Thornton & Co., to retain Reid & Riege, P.C. as
its counsel nunc pro tunc to Aug. 26, 2015.

R&R will, among other things:

   1. give the Committee legal advice with respect to its duties
and powers in the case;

   2. assist the Committee in its investigation of the acts,
conducts, assets, liabilities, and financial condition of the
Debtor, the operation of the Debtor's business, an the desirability
of the continuance of the business, and any other matter relevant
to the case; and

   3. assist the Committee in requesting the appointment of a
trustee or examiner, if the action becomes necessary.

Eric Henzy and Jon Newton, shareholders of R&R, are expected to
perform much of the work for the Committee.  They agreed to a
discounted rate of $400.  Both their hourly rates are $455.

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

                        About Thornton & Co.

Thornton & Co., Inc. is an international distributor, trader and
wholesaler of plastic resins, providing a full offering of
polyethylene and polypropylene products.  J. Paul Thornton, Jr.
founded TCI in 1994.  As of Aug. 1, 2015, TCI had 20 employees,
consisting of 12 people at its Southington, Connecticut
headquarters, and 8 sales representatives who work in various
locations.

Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case
No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut.  Judge
Ann M. Nevins presides over the case.

The Debtor disclosed total assets of $29,315,373 and total
liabilities of $32,232,700.

The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian
Group as financial advisor.

The U.S. trustee overseeing the Debtor's Chapter 11 case appointed
five creditors to serve on the official committee of unsecured
creditors.  The creditors are Formosa Plastics Corp., Equistar
Chemicals LP, Westlake Longview Corp., Celanese Performance
Polymers and Sunteck Transport Co., Inc.  The committee is
represented by Reid & Riege P.C.


TMT AERO: Trustee's Summary Judgment Bid vs. Race Engines Denied
----------------------------------------------------------------
Patti Baumgartner-Novak, Chapter 7 trustee for TMT Aero, Inc.,
alleges that the Debtor's prepetition transfer to Race Engines
Plus, LLC, of a security interest in its primary asset, a 1983
Beech BE-58 airplane, is avoidable as a fraudulent transfer or a
preferential transfer.

Judge Mary Ann Whipple of the United States Bankruptcy Court for
the Northern District of Ohio, Western Division denied the
Plaintiff's Motion for Summary Judgment and ordered the Plaintiff
to file a response absent of which the court will grant will grant
the Defendant summary judgment.

The adversary proceeding is Patti Baumgartner-Novak, Plaintiff, v.
Race Engines Plus, LLC, Defendant, ADV. PRO. NO. 14-3157 (Bankr.
N.D. Ohio).

The bankruptcy case is captioned In Re: TMT Aero, Inc., Chapter 7,
Debtor, CASE NO. 13-30349 (Bankr. N.D. Ohio.).

A full-text of the Decision and Order dated October 9, 2015 is
available at http://is.gd/ixg4Arfrom Leagle.com.

Defendant is represented by:

Howard B. Hershman, Esq.
GRESSLEY, KAPLIN & PARKER, LLP
One SeaGate, Suite 1645
Toledo, Ohio 43604
Phone: 419-244-8336
Fax: 419-244-1914
Email: hhershman@gkplaw.net


TPF II: Moody's Affirms B1 Rating on Term Loan; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on the senior
secured term loan B due 2021 and senior secured revolving credit
facility due 2019 for TPF II Power, LLC and TPF II Covert Midco,
LLC.  The rating outlook is stable.

RATINGS RATIONALE

The rating action considers the credit neutral rating implications
that will occur from the pending change in ownership of TPF II
Power, a portfolio of seven generating stations with a combined
generating capacity of approximately 4,900 megawatts.  Under the
terms of a transaction signed in September 2015, current owner TPF
II, L.P. and certain affiliates (not rated) will sell their
ownership in the generation portfolio to an affiliate of ArcLight
Capital Partners, LLC (not rated).  The transaction requires state
and federal regulatory approvals and is anticipated to be
consummated in December 2015.  Moody's understands that the change
in ownership will not impact the existing terms and conditions of
TPF II Power's bank debt nor will it have a material impact on the
day-to-day operations or the financial profile of TPF II Power.  As
such, we view the transaction to be credit neutral and having no
rating implications for TPF II Power.

The main credit attributes supporting TPF II Power's B1 rating and
stable outlook are the diversification and locational value of its
generating assets across two regional transmission organizations
(RTO's) that feature transparent capacity and energy markets.  TPF
II Power's financial profile benefits from known capacity prices
through part of 2019 that provide a relatively high degree of
predictability with regard to near-term revenues and cash flow.
These positive attributes are balanced by TPF II Power's highly
leveraged financial profile, refinancing risk and uncertainties
relating to future energy and capacity prices given the inherent
merchant profile of these assets over time.  From a financial
metrics perspective, we expect TPF II Power's debt service coverage
ratio to range from 1.7 -- 2.1 times and ratio of funds from
operations (FFO) to debt to range from 6-10% annually through 2018.
Deleveraging of the project is anticipated given the existence of
a 100% annual excess cash sweep mechanism that declines to 75% if
debt to EBITDA is less than 3.0 times.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.

TPF II Power, LLC and TPF II Covert Midco, LLC own seven primarily
gas-fired electric generating stations with a combined generating
capacity of approximately 4,900 megawatts (MWs): Astoria Generating
Station (955 MW), Gowanus Turbine Facility (621 MW) and Narrows
Station (355 MW), all located in New York City; Lincoln Generating
Facility (656 MW) and Crete Energy Ventures (328 MW), located in
Illinois; Rolling Hills Generating (860 MW), located in Ohio; and
New Covert Generating Company (New Covert:1,100 MW), located in
Michigan.



TRAVELBRANDS INC: Creditors Overwhelmingly Approve Plan
-------------------------------------------------------
TravelBrands Inc., a leading Canadian 'super-distribution' network
comprised of ten tour operator wholesale and five retail travel
brands, on Oct. 30, 2015, announced that its Affected Creditors
voted overwhelmingly in support of a Plan of Compromise or
Arrangement at a Meeting of Affected Creditors held that day.

Specifically, 99.85% of the value of the claims and 99.87% of the
Affected Creditors voted in support of the Plan that would see all
Affected Creditors paid in full.

The Company previously disclosed, on September 28, 2015, that it
had received a Meeting Order and a Claims Procedure Order from the
Ontario Superior Court of Justice permitting the Company to call a
Meeting of Affected Creditors to consider and vote upon the Plan.

During the Meeting, TravelBrands advised that certain amendments
had been made to the Plan. The purpose of the amendments to the
Plan is to facilitate the satisfaction of certain conditions to an
asset purchase agreement between TravelBrands and its parent
company. The distributions to Affected Creditors that are
contemplated by the Plan have not been changed by the amendments.

TravelBrands also announces that it has sent a Notice of
Disallowance to a party that has submitted a significant claim,
rejecting the claim in its entirety. The claim was anticipated and
Counsel to the holder of the disputed claim was in attendance at
the Meeting earlier today. The Company will work towards a
potential resolution of the disputed claim. However, if the issue
cannot be resolved in the near term, TravelBrands may revisit
whether it is necessary to revoke the Plan and seek the Court's
approval of a sale process or credit bid.

The Court-appointed Monitor, KPMG Inc., continues to oversee the
business and financial affairs of the Company. Additional
information regarding the Company's proceedings under the
Companies' Creditors Arrangement Act, including court materials and
the Plan of Compromise or Arrangement, are publicly available on
the Monitor's website at www.kpmg.com/ca/travelbrands.

            About TravelBrands Inc.

TravelBrands Inc. -- -- http://www.travelbrands.com/-- operates
under several wholesale and retail brands, including, among others:
Sunquest, BelAir Travel, Wholesale Travel Group, Last Minute Club,
Holiday House, FunSun Vacations, Encore Cruises, Boomerang Tours,
ALBATours, Exotik Tours, Intair, Network and Carte Postale.

The Ontario Superior Court of Justice appointed KPMG Inc. as
monitor for TravelBrands Inc., in the company's proceedings under
the Companies' Creditors Arrangement Act pursuant to an order dated
May 27, 2015.


TREEHOUSE FOODS: Moody's Puts Ba2 CFR on Review Amid ConAgra Deal
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of TreeHouse
Foods, Inc. under review for downgrade after the company announced
that it has agreed to purchase the private brands business of
ConAgra Foods ("ConAgra", Baa2 developing) for $2.7 billion.

The proposed purchase will be funded with about $1 billion in
equity and the remainder with new debt, most of which will be
secured.  Proforma debt/EBITDA will increase to over 4.5 times.

The review for downgrade is based on the increased financial
leverage that will result from the proposed transaction, and
Moody's anticipation that the integration process will be difficult
given the large size of the target business and its recent history
of operating challenges.

The ratings review will focus on details of the proposed
acquisition, including financing strategy, integration plans and
time to close.  Along with the aforementioned risks, Moody's also
will consider merits of the proposed transaction, including the
significant increase in scale, improved segmental diversification,
and prospects for value creation based on a purchase price that
represents a significant discount to previous net asset value.  In
addition, with this acquisition TreeHouse would become by far the
nation's largest private label foods manufacturer, giving it
significant clout in the sector.

RATINGS RATIONALE

The Ba2 Corporate Family Rating is based on TreeHouse's leading
market positions in attractive private label food and beverage
categories; favorable long-term growth prospects; moderate
leverage; and a track record of successful acquisitions.  These
strong business fundamentals are balanced against the current heavy
price promotion from branded foods that has made private labels
less competitive in some categories, and TreeHouse's
growth-by-acquisition strategy that has become increasingly
aggressive.

Ratings under review for downgrade:

TreeHouse Foods, Inc.

  Corporate Family Rating at Ba2;
  Probability of Default at Ba2-PD;
  Senior unsecured Shelf at (P)Ba2;
  $400 million guaranteed senior unsecured notes due 2022 at Ba2
   (LGD4)

Rating affirmed:

  Speculative Grade Liquidity Rating at SGL-2

TreeHouse plans to fund a portion of the transaction through $1
billion of new senior secured term loans.  The existing $816
million of senior unsecured bank debt (not rated by Moody's), drawn
under a $900 million revolving credit facility and about $490
million of term loans, will be granted security on an equal and
ratable basis with the new senior secured instruments.  Thus,
Moody's expects that the resulting capital structure will put
downward pressure on the Ba2 rating of the existing $400 million of
senior unsecured notes due 2022.

With the proposed acquisition, if consummated, TreeHouse would take
over a business that ConAgra has struggled with since it acquired
Ralcorp Holdings in 2013 for $6.8 billion.  ConAgra combined it
with its existing private brands business, which at the time
generated sales of approximately $850 million. Subsequently,
operational challenges and poor customer service levels led to lost
business and rapid earnings erosion, and eventually, asset
impairments.

TreeHouse Foods, Inc. is a leading private label food manufacturer
servicing primarily the retail grocery and foodservice distribution
channels.  It sells products within a wide array of food categories
including: beverages; salad dressings; snacks; beverage enhancers;
pickles; Mexican and other sauces; soup and infant feeding;
cereals; dry dinners; aseptic products; jams; and other products.
Sales for the twelve month period ended June 30, 2015 were
approximately $3.2 billion.

The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.



TREEHOUSE FOODS: S&P Puts Ratings on CreditWatch After ConAgra Deal
-------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Oak Brook, Ill.–based
TreeHouse Foods Inc. on CreditWatch with negative implications.

S&P estimates that TreeHouse had roughly $1.4 billion in adjusted
debt outstanding as of June 30, 2015.  Pro forma for the
acquisition, S&P estimates TreeHouse will have approximately $3.2
billion of adjusted debt.

The CreditWatch placement follows TreeHouse's announcement that it
will be acquiring the private-label business of ConAgra Foods Inc.
for $2.7 billion.  TreeHouse intends to fund the acquisition with
$1.8 billion in incremental debt and a $1 billion equity offering
to cover the purchase price and $100 million in fees and expenses.
In the meantime, the equity will be covered by a bridge facility.
S&P believes the transaction would weaken TreeHouse's credit
protection measures beyond our current expectations for the company
to maintain its 'BB' corporate credit rating, including leverage
below 4x, and FFO/debt near 20%.  Pro forma for the acquisition S&P
estimates leverage will be near 4.6x and EBITDA margins could
contract, due to the private-label business' lower margin profile.
However, S&P expects margins to improve over time with cost-savings
realization and our belief that TreeHouse could turn around the
underperforming business.  S&P believes it is the company's
strategy to deleverage quickly after an acquisition in order to be
able to pursue additional acquisitions.

"The ratings will remain on CreditWatch at least until the final
capital structure of the transaction is determined and we evaluate
the amount and timing of the company's deleveraging," said Standard
& Poor's credit analyst Bea Chiem.

TreeHouse competes with other private-label companies as well as
certain divisions of larger branded food manufacturers, including
Nestle S.A., Campbell Soup Co., and PepsiCo Inc.'s Quaker business.
The fragmented private-label industry has shown stable growth,
even after the recession.  In addition, private-label products are
attractive to retailers because they often offer higher retailer
margins than branded alternatives.

S&P will seek to resolve the CreditWatch listing within 90 days
following its review of the impact of the acquisition on
TreeHouse's business and financial risk profile as well as the
company's ability and willingness to reduce debt to EBITDA to below
4x within 12 months following the acquisition.  Upon completion of
S&P's review, the ratings for TreeHouse could remain unchanged or
be lowered by up to one notch.



TRUCK HERO: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating to Ann Arbor, Mich.-based auto supplier
Truck Hero Inc.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level and '3' recovery
ratings to the company's proposed $390 million term loan and $50
million revolver.  The '3' recovery rating indicates S&P's
expectation that debtholders would realize meaningful recovery
(50%-70%; lower half of the range) in the event of a payment
default.

"The ratings reflect our view that the company -- while a leading
provider of truck bed covers for pickup trucks -- remains a
relatively niche participant in the broader auto supplier market,"
said Standard & Poor's credit analyst Lawrence Orlowski. "Moreover,
the company sells what we view as discretionary products, it must
successfully adapt to changes in consumer preferences to stay
competitive, and it faces some integration risk given the
aggressive pace of its acquisitions."

The stable outlook reflects S&P's expectation that THI can maintain
a debt-to-EBITDA metric of less than 5x and generate a FOCF-to-debt
ratio of at least 5%.  S&P believes that the penetration of the
company's products in the North American pick-up truck market will
continue at the current pace over the next 12 months.

S&P could lower its rating on THI if the company's debt-to-EBITDA
metric, including S&P's adjustments, exceeds 5x or if its
FOCF-to-debt ratio falls below 5% on a sustained basis, thereby
weakening its ability to make the investments it needs to stay
competitive and pressuring its liquidity.  This could be caused by
weaker-than-expected consumer demand for its products as a result
of a weaker economic environment or a sharp rise in gas prices,
which could limit the growth of discretionary purchases.  This
could also occur as a result of increasing pressure on the
company's margins from higher-than-expected acquisition integration
costs or rising commodity prices.

S&P could raise its rating on THI during the next 12 months if it
came to believe that the company was successfully executing its
business plan and was effectively integrating its acquisitions,
improving the company's scale and scope and helping it sustain
above-average EBITDA margins even during a modest downturn.  S&P
would expect the company to maintain a prudent financial policy.
Moreover, S&P could raise the rating if the company's
debt-to-EBITDA metric fell below 4.0x and its FOCF-to-debt ratio
exceeded 10% on a sustained basis.



UNITED AIRLINES: Ill. Court Certifies Management Pilot Class
------------------------------------------------------------
United Airlines pilots James Barnes, Phillip Whitehead, Walter
Clark, David Bishop, and Eric Lish, on behalf of themselves and two
putative subclasses of United pilots, the first consisting of
management pilots and the second of pilot instructors, brought a
suit against Air Line Pilots Association, International, alleging
that it unlawfully discriminated against them in allocating $225
million of retroactive pay that United provided to its pilots after
ALPA and United entered into a collective bargaining agreement in
late 2012.

The amended complaint claims that ALPA breached its duty of fair
representation to both subclasses under the Railway Labor Act and,
in the alternative as to the management pilots only, that ALPA
unjustly enriched itself in violation of Illinois law by accepting
the management pilots' payment of dues and contract maintenance
fees.

For purposes of their Duty of Fair Representation claim, the pilots
seek to represent a class of all United pilots who paid union dues
and/or contract maintenance fees to ALPA while working as a United
management pilot at any time from January 1, 2010 through December
18, 2012.  For purposes of their alternative unjust enrichment
claim, the pilots seek to represent all United pilots who paid
union dues and/or contract maintenance fees to ALPA while working
as a United management pilot.

Judge Gary Feinerman of the United States District Court for the
Northern District of Illinois, Eastern Division, ruled that because
the claims brought by the individual pilot instructors have been
dismissed, the motion to certify a pilot instructor class is denied
as moot.  For the following reasons, class certification is granted
to the management pilot class on both the DFR and unjust enrichment
claims, Judge Feinerman held.

The case is captioned JAMES BARNES, PHILLIP WHITEHEAD, WALTER
CLARK, DAVID BISHOP, and ERIC LISH, individually and on behalf of
all others similarly situated, Plaintiffs, v. AIR LINE PILOTS
ASSOCIATION, INTERNATIONAL, Defendant, NO. 13 C 6243.

A full-text of the Opinion and Order dated September 30, 2015 is
available at http://is.gd/t8y40Tfrom Leagle.com.

Plaintiffs are represented by Myron Milton Cherry, Esq. --
mcherry@cherry-law.com --  MYRON M. CHERRY & ASSOCIATES, Dario
Dzananovic, Esq. – ddzananovic@cherry-law.com -- MYRON M. CHERRY
& ASSOCIATES & Jacie C Zolna, Esq. -- jzolna@cherry-law.com MYRON
M. CHERRY & ASSOCIATES

Air Line Pilots Association, International, Defendant, represented
by Michael E. Abram, Esq. -- mabram@cwsny.com -- COHEN, WEISS AND
SIMON, Andrew L. Goldman, Esq. -- agoldman@goldmanismail.com --
GOLDMAN ISMAIL TOMASELLI BRENNAN & BAUM LLP, Jonathan A Cohen, Esq.
-- jon@cohenlg.com -- AIR LINE PILOTS ASSOCIATION, INTERNATIONAL,
Joshua J. Ellison, Esq. --  jellison@cwsny.com -- COHEN, WEISS AND
SIMON LLP, Marcus C. Migliore, Esq. -- AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL, Matthew E. Babcock, Esq. -- AIR LINE PILOTS
ASSOCIATION, INTERNATIONAL, Michael L. Winston, Esq. --
mwinston@cwsny.com -- COHEN, WEISS AND SIMON LLP, Rami N Fakhouri,
Esq. – rfakhouri@goldmanismail.com -- GOLDMAN ISMAIL TOMASELLI
BRENNAN & BAUM LLP & Thomas N. Ciantra, Esq. -- tciantra@cwsny.com
-- COHEN, WEISS AND SIMON.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United  
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

                        *     *     *

The Troubled Company Reporter, on Aug. 24, 2014, reported that
Standard & Poor's Ratings Services assigned its 'A- (sf)' rating
to United Airlines Inc.'s series 2014-2 class A pass-through
certificates (with an expected maturity of Sept. 3, 2026).  At the
same time, S&P assigned its 'BB+ (sf)' rating to the company's
series 2014-2 class B pass-through certificates (with an expected
maturity of Sept. 3, 2022).

The TCR, on July 30, 2014, reported that S&P assigned its
preliminary 'A-(sf)' rating to United Airlines Inc.'s series 2014-
2 class A pass-through certificates (with an expected maturity of
Sept. 3, 2026).  At the same time, S&P assigned its preliminary
'BB+ (sf)' rating to the company's series 2014-2 class B pass-
through certificates (with an expected maturity of Sept. 3, 2022).

On the same date, the TCR reported that Fitch Ratings assigned the
following expected ratings to United Airlines' (UAL, rated 'B';
Outlook Positive by Fitch) proposed Pass Through Trusts Series
2014-2: (i) $823,071,000 Class A certificates due in September
2026 'A(EXP)'; and (ii) $238,418,000 Class B certificates due in
September 2022 'BB+(EXP)'.

The TCR, on July 29, 2014, reported that S&P assigned its 'BB-'
issue rating and '1' recovery rating to United Airlines Inc.'s new
$500 million senior secured term loan B due 2021.  The '1'
recovery rating indicates S&P's expectation for very high recovery
(90%-100%) in a payment default scenario.  At the same, the 'BB-'
issue level rating and '1' recovery rating on the upsized $1.35
billion revolving credit facility due 2019 remain unchanged.

On July 28, 2014, the TCR reported that Moody's Investors Service
assigned a Ba2 rating to the $500 million incremental term loan
facility due 2021 that United Airlines, Inc. ("United") announced
it plans to arrange. The Corporate Family rating of UAL is B2.


US RENAL: S&P Affirms 'B' CCR & Assigns 'B'  Rating to Credit Lines
-------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Plano, Texas-based dialysis services provider U.S.
Renal Care Inc. (USRC).  The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating to the
company's proposed first-lien credit facilities.  The recovery
rating on the facilities is '4,' which indicates our expectation
for average (30% to 50%, at the high end of the range) recovery in
the event of a payment default.  We also assigned a 'CCC+'
issue-level rating to the company's proposed second-lien credit
facilities.  The recovery rating on the facilities is '6,' which
indicates our expectation for negligible (0% to 10%) recovery in
the event of a payment default," S&P said.

"The ratings on USRC take into account its increased size following
the proposed merger with Dialysis NewCo, which would firmly
entrench USRC as the number-three provider of dialysis services in
the U.S.," said Standard & Poor's credit analyst Arthur Wong.
However, this is mitigated by its narrow business focus,
reimbursement risk, and the fact that it remains a distant third to
market leaders DaVita and Fresenius.  The ratings also reflect the
company's high leverage and S&P's expectation of an aggressive
financial policy under financial sponsor ownership.

Reimbursement risk is a key credit factor considering that Medicare
and some other government programs account for more than 70% of the
combined company's total treatments and about 50% of its revenues.
However the significantly higher rates paid by commercial insurers
as compared with Medicare suggest that the percent of treatments
that commercial insurers cover, the commercial insurers' pricing,
and efficient management practices are important.  Consolidation
among insurance providers and coordinated efforts by payors and
providers to control costs of chronic conditions increase these
risks.  These factors outweigh S&P's expectation that demand from
patients with end-stage renal disease for essential dialysis
treatments will grow over the next few years and that investment
requirements for dialysis centers will remain low.

S&P's stable rating outlook reflects its expectation that the
company will successfully integrate Dialysis NewCo and will
continue to generate moderate discretionary cash flow over the next
two years.  Given recent clarity on Medicare reimbursement, S&P do
not expect adverse government reimbursement changes over the next
few years.

S&P could lower its rating if the company struggles to integrate
Dialysis NewCo and fails to generate enough cash flow to meet its
operating and capital needs.  This could occur if revenue were to
decline at a low-single-digit rate and margins were to contract by
400 basis points.  Events that could contribute to such a decline
may include an inability to realize synergies, continued high
restructuring costs, and reimbursement cuts from commercial
payers.

S&P could raise its ratings if USRC steadily deleverages through
EBITDA growth to achieve sustained adjusted leverage at or below
5x.  However, given the presence of a financial sponsor and S&P's
view that further benefits to shareholders, such as the recent
debt-financed special dividend, will continue, S&P do not believe
the company will focus on sustainable debt reduction.



VANTAGE DRILLING: In Discussion with Lenders on Deleveraging Terms
------------------------------------------------------------------
Vantage Drilling Company, together with its subsidiaries and
affiliates on Nov. 2 disclosed that it is in discussions with
members of an informal group of senior secured term loan lenders
and secured noteholders, representing more than $1.5 billion of the
Company's secured debt, on the terms of a deleveraging transaction.
The specific terms under discussion remain subject to
non-disclosure agreements among the Company and the secured lender
group's members.  In connection with these discussions, Vantage has
not made a $40.8 million interest payment on its 7.5% senior
secured notes and has elected to utilize the grace period under the
notes.  This interest payment grace period expires on December 2,
2015.  No agreement regarding a deleveraging transaction has been
entered into at this time, and no assurances can be given that the
Company's efforts will result in any such agreement.  The Company
emphasized that it continues to maintain ample liquidity to
maintain efficient operations world-wide, with more than $200.6
million of available cash on hand.

Vantage, a Cayman Islands exempted company, is an offshore drilling
contractor, with an owned fleet of three ultra-deepwater
drillships; the Platinum Explorer, the Titanium Explorer and the
Tungsten Explorer, as well as four Baker Marine Pacific Class 375
ultra-premium jackup drilling rigs.  Vantage's primary business is
to contract drilling units, related equipment and work crews
primarily on a dayrate basis to drill oil and natural gas wells.
Vantage also provides construction supervision services for, and
will operate and manage, drilling units owned by others.  Through
its fleet of seven owned drilling units, Vantage is a provider of
offshore contract drilling services globally to major, national and
large independent oil and natural gas companies.



VANTAGE DRILLING: In Discussions w/ Lenders on Deleveraging Terms
-----------------------------------------------------------------
Vantage Drilling Company, together with its subsidiaries and
affiliates (OTC PINK: VTGDF), announced on Nov. 2, 2015, that it is
in discussions with members of an informal group of senior secured
term loan lenders and secured noteholders, representing more than
$1.5 billion of the Company's secured debt, on the terms of a
deleveraging transaction.

The specific terms under discussion remain subject to
non-disclosure agreements among the Company and the secured lender
group's members.  In connection with these discussions, Vantage has
not made a $40.8 million interest payment on its 7.5% senior
secured notes and has elected to utilize the grace period under the
notes.  This interest payment grace period expires on December 2,
2015.  No agreement regarding a deleveraging transaction has been
entered into at this time, and no assurances can be given that the
Company's efforts will result in any such agreement.  The Company
emphasized that it continues to maintain ample liquidity to
maintain efficient operations world-wide, with more than $200.6
million of available cash on hand.

Vantage, a Cayman Islands exempted company, is an offshore drilling
contractor, with an owned fleet of three ultra-deepwater
drillships; the Platinum Explorer, the Titanium Explorer and the
Tungsten Explorer, as well as four Baker Marine Pacific Class 375
ultra-premium jackup drilling rigs.  Vantage's primary business is
to contract drilling units, related equipment and work crews
primarily on a dayrate basis to drill oil and natural gas wells.
Vantage also provides construction supervision services for, and
will operate and manage, drilling units owned by others. Through
its fleet of seven owned drilling units, Vantage is a provider of
offshore contract drilling services globally to major, national and
large independent oil and natural gas companies.

Public & Investor Relations Contact:

         Paul A. Bragg
         Chairman & Chief Executive Officer
         Vantage Drilling Company
         Tel: (281) 404-4700


VERITAS BERMUDA: Moody's Assigns B2 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
a B2-PD probability of default rating to Veritas Bermuda Ltd.
Moody's also assigned a B1 rating to Veritas's and co-borrower
Veritas US Inc.'s first lien credit facilities, and senior secured
notes, as well as a Caa1 rating to its unsecured notes.  The
proceeds of the debt issuance are being used to finance The Carlyle
Group's acqusition of Symantec Corporation's information management
business.  The rating outlook is stable.

RATINGS RATIONALE

The B2 rating is driven by Veritas's very high leverage levels,
offset to some degree by its scale and stable maintenance revenue
streams and resulting free cash flow generation.  Given the
evolution in storage architectures and the company's challenges in
reviving growth, Veritas is considered weakly positioned in the B2
rating category.  Pro forma closing leverage is approximately 7x,
based on the estimated run-rate EBITDA of Veritas on a stand-alone
basis. (GAAP based leverage is significantly higher).  Leverage is
expected to decline below 6.5x over the next twelve to eighteen
months driven by improving EBITDA levels and modest debt paydowns.

The B2 rating is supported by Veritas's leading market position as
a provider of backup and recovery software and its entrenched
position within enterprise customers' critical IT infrastructure.
The critical nature of Veritas's products contributes to stable
maintenance revenue which is expected to generate predictable,
recurring free cash flows.  The storage management software market
is shifting however and solutions provided by new entrants and new
technologies may erode Veritas's leading market position over time.
Demand for storage overall is expected to increase substantially
over the next several years driven by the explosion in data and the
need to manage, backup and access that data. However, pricing
pressures, the shift to cloud based storage, software defined
storage platforms, and other alternate storage architectures could
result in Veritas well underperforming the overall storage market.

Veritas has completed a significant portion of its separation from
Symantec and its stand-alone operations and cost structure appears
largely in place.  The company will likely benefit from being
separated from Symantec, with its own sales force and control over
its own product roadmaps though further restructuring efforts could
hamper some of the momentum.  Though large acquisitions aren't
contemplated, the company may need to make acquisitions to
supplement its internal development investments in next generation
storage technology to maintain its competitive position.

The stable outlook reflects the critical nature of Veritas's
products and recurring nature of its maintenance revenue streams.
The ratings could be downgraded if the company were to experience a
material loss of market share or deterioration of revenue due to
competitive pressures or declines in its major end markets.  The
ratings could also be downgraded if leverage is expected to exceed
7x on other than a temporary basis or free cash flow to debt is
expected to be below 5%.

The ratings could be upgraded if the company were to demonstrate
relatively conservative financial policies by sustaining leverage
levels below 5x, and if free cash flow to debt levels were
maintained at over 10%.

Liquidity is good based on projected free cash flow in excess of
$200 million over the next 12 to 18 months and access to a $300
million revolving credit facility ($50 million expected to be drawn
at closing).  Cash balances are expected to be $200 million at the
close of the transaction.

Assignments:

Issuer: Veritas Bermuda Ltd.

  Corporate Family Rating, Assigned B2
   Probability of Default Rating, Assigned B2-PD

Issuers: Veritas Bermuda Ltd. (Co-borrower: Veritas US Inc.)

  First Lien Senior Secured Revolving Credit Facility, Assigned B1

   (LGD3)
  First Lien Senior Secured Term Loan Credit Facility, Assigned B1

   (LGD3)
  First Lien Senior Secured Euro Term Loan Credit Facility,
   Assigned B1 (LGD3)
  Senior Secured Notes, Assigned B1 (LGD3)
  Senior Unsecured Notes, Assigned Caa1 (LGD5)

Outlook Actions:

Issuers: Veritas Bermuda Ltd.

  Outlook, Assigned Stable

The principal methodology used in these ratings was Global Software
Industry published in October 2012.

Veritas Bermuda Ltd., headquartered in Mountain View, California is
a provider of storage management, and backup and recovery software.
Veritas generated approximately $2.5 billion of revenue in the
fiscal year ended April 3, 2015.



VERITAS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a preliminary
'B' corporate credit rating to Mountain View, Calif.-based Veritas.
The outlook is stable.

"We assigned our preliminary 'B+' issue-level rating and
preliminary '2' recovery rating to the company's proposed $3.6
billion first-lien credit facility, consisting of a $300 million
five-year revolving credit facility, a $2.45 billion seven-year
term loan B, and EUR760 million seven-year term loan B.  We also
assigned our preliminary 'B+' issue-level rating and '2' recovery
rating to the company's proposed $500 million senior secured notes.
The '2' recovery rating indicates our expectations for substantial
(70%-90%; lower half of the range) recovery in the event of payment
default.  We also assigned our preliminary 'CCC+' issue-level
rating and preliminary '6' recovery rating to the proposed $1.775
billion eight-year unsecured notes.  The '6' recovery rating
indicates our expectations for negligible (0%-10%) recovery in the
event of payment default," S&P said.

The preliminary issue ratings and expected 'B' corporate credit
rating are subject to S&P's review of final documentation.

"The preliminary rating on Veritas is based on a 'fair' business
risk profile and 'highly leveraged' financial risk profile,
reflecting the firm's high leverage, the potential for sales
disruption as the firm seeks to transition to a direct rather than
channel-based sales strategy, and limited product diversity," said
Standard & Poor's credit analyst James Thomas.

S&P views a significant recurring maintenance revenue base and
leading market share in several key product categories as key
strengths for the credit.

The stable outlook reflects S&P's expectation that a significant
recurring maintenance revenue base and more efficient cost
structure after its separation from Symantec will enable the firm
to generate consistent free cash flow and lower leverage to the
low-7x area by the end of fiscal 2017.

S&P could lower the rating on Veritas if accelerating revenue
declines, sales force disruption, failure to improve margins, or
additional debt issuance lead to leverage sustained above 8x.

Ratings upside is limited over the next 12 months due to the firm's
limited track record operating as a stand-alone entity and
substantial debt burden.



VPR OPERATING: Trustee Wins Partial Dismissal of Plan Order Appeal
------------------------------------------------------------------
Judge Sam Sparks of the United States District Court for the
Western District of Texas granted in part and denied in part VPR
Liquidation Trust's motion to dismiss as equitably moot an appeal
from a final order of the Bankruptcy Court confirming a Chapter 11
cramdown plan.

Victory Park Credit Opportunities, LP and Victory Park Credit
Opportunities Intermediate Fund, LP, as well as a third company not
party to the appeal, Delfinco, LP, extended credit to the VPR Corp.
and three affiliated entities in connection with VPR's acquisition
of various oil and gas properties and operation of an unsuccessful
multi-well drilling program.  The Appellants claimed the Bankruptcy
Court erred in confirming the Plan because the Plan unfairly
discriminates against them and improperly classifies their claims.
VPR Liquidation Trust, by and through Gregory S. Milligan, Trustee,
contended that the Appellants' appeal must be dismissed as
equitably moot, and alternatively, that the Plan neither unfairly
discriminates against Appellants nor improperly classifies their
claims.

Judge Sparks granted the VPR Liquidation Trust's Motion to Dismiss
Appeal as Equitably Moot and affirmed the judgment of the
Bankruptcy Court concerning the Appellants' unfair discrimination
claims.

The case is captioned VICTORY PARK CREDIT OPPORTUNITIES, LP, and
VICTORY PARK CREDIT OPPORTUNITIES INTERMEDIATE FUND, LP,
Appellants, v. VPR LIQUIDATION TRUST, by and through GREGORY S.
MILLIGAN, Trustee, Appellee, CASE NO. A-14-CA-682-SS.

A full-text copy of the Opinion and Order dated September 22, 2015,
is available at http://is.gd/7NY7Mjfrom Leagle.com.

Debtors are represented by Brent R. McIlwain, Esq. --
brent.mcilwain@hklaw.com  -- HOLLAND & KNIGHT LLP & Brian John
Smith, Esq. -- PATTON BOGGS LLP

Appellants are represented by Eric J. Taube, Esq. --
etaube@taubesummers.com -- TAUBE SUMMERS TAYLOR MEINZER, LLP & Mark
Curtis Taylor, Esq. –- mtaylor@taubesummers.com -- TAUBE SUMMERS
TAYLOR MEINZER, LLP

                      About VPR Operating

VPR Operating LLC and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Privately owned VPR is an oil and gas company
focused on acquiring and developing assets in the domestic onshore
basins of the United States.  It has 53 producing wells, which
generate revenue of approximately $375,000 per month on average
after royalty payments.  VPR was founded in 2008, and owned
producing oil and gas properties in Oklahoma and New Mexico.

VPR Operating LLC disclosed $13,400,000 in assets and $11,119,045
in liabilities as of the Chapter 11 filing.

Judge Craig A. Gargotta presides over the case.

Brian John Smith, Esq., at Patton Boggs LLP, served as the
Debtor's bankruptcy counsel from March 29, 2013 to July 1, 2013.
Holland and Knight LLP replaced Patton Boggs effective July 1,
2013.  Global Hunter Securities, LLC, serves as the Debtors'
financial advisor and investment banker.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Husch Blackwell LLP f/k/a Brown McCarroll, L.L.P.,
represents the Official Committee of Unsecured Creditors as
counsel.  Newera Consulting, LLC, serves as the Committee's
financial advisors.


Z'TEJAS SCOTTSDALE: Schneider & Onofry Aproved as Panel Counsel
---------------------------------------------------------------
The Hon. Paul Sala authorized, in an amended order, the Official
Committee of Unsecured Creditors in the Chapter 11 cases of Z'Tejas
Scottsdale, LLC, et al., to retain Brian Spector, Esq., and
Schneider & Onofry, P.C., as counsel nunc pro tunc to Aug. 7,
2015.

The Court amended the order reflect to correct date of employment.


On Aug. 11, the Committee filed an amended application which
provided that the firm will, among other things:

   1. assist, advise and represent the Official Committee in its
participation in the negotiation, formulation and drafting of a pan
of reorganization, and in its advice to those represented by the
Official Committee of Unsecured Creditors;

   2. assist, advise and represent the Committee with respect to
the legal issues related to the Debtor's business; and

   3. assist, advise, and represent the Official Committee in the
performance of a its duties and powers under the Bankruptcy Code
and the Bankruptcy Rules and in the performance of such other
services as are in the interest of those represented by the
Committee.

Brian N. Spector will be the attorney primarily responsible for the
handling of the matter at an hourly rate of $385.  Other S&O
timekeepers have hourly rates of $100 - $150 for paralegal time and
$200 - $385 per hour for attorney time, depending upon their
experience levels and expertise.

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

The firm can be reached at:

         Brian N. Spector, Esq.
         D. Trey Lynn, Esq.
         SCHNEIDER & ONOFRY, P.C.
         3101 North Central Avenue, Suite 600
         Phoenix, AZ 85012-2658
         Tel: (602) 200-1295
         Fax: (602) 230-8985
         E-mails: bspector@soarizonalaw.com
                  minute-entries@soarizonalaw.com

Based in Scottsdale, Arizona, Z'Tejas Scottsdale, LLC, et al.,
operate 9 Z'Tejas, Z'Tejas Southwestern Grill and Taco Guild
restaurants within the United States.  The restaurant chain was
founded in 1989 by Larry Foels and Guy Villavso.  Z'Tejas boasts of
exceptional and innovative food and a unique look at each location
to provide a "non-chain feel".  Five restaurants are in Arizona,
three are in Austin, Texas, and one in Costa Mesa, California.  The
company has 300 full time employees and 425 part-time employees.

Z'Tejas Scottsdale and its affiliates sought Chapter 11 protection
(Bankr. D. Ariz. Lead Case No. 15-09178) in Phoenix on July 22,
2015.  The cases are assigned to Judge Paul Sala.

The Debtors have tapped Nussbaum Gillis & Dinner, P.C., and
Pachulski Stang Ziehl & Jones LLP as attorneys, and Mastodon
Ventures, Inc., as investment banker.

Lender Cornbread Ventures, LP, is represented by Jordan A. Kroop,
Esq., at Perkins Coie LLP, in Phoenix, Arizona.

The U.S. trustee overseeing the Debtors' bankruptcy cases appointed
Farmers Insurance Company and The Wasserstrom Company to serve on
the official committee of unsecured creditors.  Schneider & Onofry,
P.C. represents the committee.


[*] Bernstein Shur Welcomes Former Bankr. Judge Louis Kornreich
---------------------------------------------------------------
Bernstein Shur, one of northern New England's largest and most
entrepreneurial law firms, in a press release dated Oct. 29, 2015,
announced the addition of the Honorable Louis H. Kornreich to the
firm's Business Restructuring and Insolvency Practice Group as an
of counsel attorney. His primary area of concentration will be the
mediation of complex reorganization cases and other litigation.

Judge Kornreich was a U.S. Bankruptcy Judge of the District of
Maine for 14 years. During that time he also served as a member of
the Bankruptcy Appellate Panel for the First Circuit and served as
a visiting Judge in the Districts of Delaware and New Hampshire.
For much of his tenure, Judge Kornreich served as Chief Judge of
the U.S. Bankruptcy Court for the District of Maine. Judge
Kornreich is widely recognized for his work as both a trial and
appellate judge in the First Circuit and beyond, as well as his
experience presiding over many of the largest and most complex
reorganizations in Maine history. Most recently, he notably
presided as the American judge with a Canadian counterpart in the
jointly administered bankruptcy cases resulting from the tragic Lac
Megantic fire.

"With our practice group expanding, Judge Kornreich will provide
immeasurable experience to our firm," said Bob Keach, co-chair of
the firm's Business Restructuring and Insolvency Practice Group.
"He is held in highest regard by colleagues within the bankruptcy
community as a lawyer, judge and mediator. Working with him is an
honor."

"Joining Bernstein Shur was the natural next step for me to best
apply my experience to the private sector," said Judge Kornreich.
"Working with Bob Keach and his team provides me the opportunity to
expand their practice into the mediation of complex cases on a
national level."

Judge Kornreich earned his JD from the Catholic University of
America and his BA from the University of Connecticut. He is a
resident of Bangor, Maine.


[*] Chicago Bankruptcy Lawyer Fonfrias Adds Articles to Website
---------------------------------------------------------------
To provide the public with useful information on a host of
important legal and financial topics, financial rescue specialist
and Chicago bankruptcy attorney Richard G. Fonfrias, J.D., managing
partner of the Fonfrias Law Group, LLC,
(www.chicagomoneylawyer.com), has added three new articles to his
Chicago law practice's website on the topic of trademark law.  Each
of the trademark articles covers a different aspect of trademark
law and explains in simple terms what every small business owner
should know about trademarks and service marks.

The article What Is a Trademark and What Does It Do is a practical
guide; a virtual Trademark Law 101.  It gives those with little or
no knowledge of trademark law a simple explanation of what a
trademark is and what purpose it serves.  The article goes on to
explain what kinds of trademarks can be registered, and how one
goes about registering a trademark.  What Is A Trademark And What
Does It Do will give the reader a basic understanding of
trademarks, service marks, and trademark law.

In the article 12 Trademark Mistakes to Avoid at All Costs,
Mr. Fonfrias offers readers the benefit of his years of experience
practicing business law in Chicago.  "All too often, I have seen
the problems that result from a business incorrectly registering a
trademark, failing to register, or neglecting to stop the improper
or illegal use of their trademark by others. Perhaps, with a little
bit of knowledge, these businesses could have avoided some very
costly mistakes," says Mr. Fonfrias.

The third Fonfrias trademark article, titled Trademark FAQs for
Every Small Business Owner, provides the answers to eleven of the
most frequently asked questions by Mr. Fonfrias' small business
clients about trademarks and trademark law. It explains the
differences between what is a trademark, service mark, patent, and
copyright.  Mr. Fonfrias answers other questions like whether
hiring a trademark attorney is necessary, what fees are required
when registering a trademark, how to protect your trademark rights,
and more.

Mr. Fonfrias' website offers key information on a variety of legal
topics and financial issues of interest to business owners,
homeowners, and people struggling with debt, tax problems, and
those in serious financial trouble.  Articles on the website cover
such topics as bankruptcy, foreclosure, the IRS, and debt
management strategies.  As well as providing the public with free
information on his website, Richard Fonfrias has hosted radio
shows, given free informational seminars, and published a book to
help people control personal debt and build wealth.  "It is
important for people to know the facts.  That's why my website
contains so much information.  I have seen hundreds of clients in
my Chicago law office over the years who have gotten into trouble
due to their lack of knowledge or because they had received bad
advice or misinformation.  I believe everyone should have access to
good information, to make informed choices and know when it is time
to get professional legal help," explains Mr. Fonfrias.

                   About Fonfrias Law Group

Respected Chicago lawyer, Richard Fonfrias of the Fonfrias Law
Group -- http://www.chicagomoneylawyer.com-- has earned a solid
reputation working with small business clients and helping people
in debt solve their money problems.  The Fonfrias Law Group,
Chicago's experienced legal team, provides a wide range of
financial and small business legal services that include trademark
registration, tax defense, bankruptcy help, debt consolidation,
debt management, foreclosure defense, bad credit repair, loan and
mortgage refinancing advice.  Ready to assist consumers and
businesses in serious financial trouble, Richard Fonfrias invites
your questions about trademarks, bankruptcy in Illinois,
foreclosure, consumer debt, tax liens or other legal concerns.



[*] Epiq Systems Names Noah Ornstein as Managing Director
---------------------------------------------------------
Epiq Systems has appointed Noah Ornstein as managing director,
strategic ventures for corporate restructuring solutions.  Mr.
Ornstein will lead the development and implementation of new
products, enhancement of existing products and expansion of
non-traditional bankruptcy services.

Mr. Ornstein will report to Pamela Corrie, who joined Epiq in April
2015 as managing director, corporate restructuring.  Scott Olofson,
senior vice president of corporate relations and business
development, rounds out the senior leadership team.

"Noah brings an impressive mix of leadership, analytical and
operational experience to his role at Epiq," said Brad D. Scott,
president and chief operating officer, Epiq Systems.  "Noah's
skills make him uniquely qualified to lead an expansion of our
product and service offerings and, together with Scott and Pamela,
to ensure that Epiq's bankruptcy solutions group further
strengthens its leading market position."

Mr. Ornstein joins Epiq from Kirkland & Ellis, LLP, where he was a
partner in the firm's restructuring practice representing clients
in complex, multi-billion dollar transactions.  He also designed
new merger and settlement structures for several high-profile
clients while at the firm.  Previously, he was the founder and CEO
of a company formed to launch an innovative platform for
technology-enabled legal services.  His background also includes
experience in investment banking having worked at Cowen & Co.  He
holds a juris doctorate and M.B.A. from Columbia University.

                      About Epiq Systems

Epiq Systems -- www.epiqsystems.com -- is a global provider of
integrated technology solutions for the legal profession, including
electronic discovery, bankruptcy, and class action and mass tort
administration.  It also offers full-service capabilities to
support litigation, investigations, financial transactions,
regulatory compliance and other legal matters.


[*] Judge Holwell Named Interim Gen. Counsel for Port Authority
---------------------------------------------------------------
Holwell Shuster & Goldberg LLP on Nov. 2 disclosed that, in
conjunction with the Port Authority of
New York & New Jersey, that its founding partner the Honorable
Richard J. Holwell has been appointed the agency's interim General
Counsel.

Judge Holwell will serve as the agency's interim General Counsel
while a nationwide search is conducted for a permanent successor to
former Port Authority General Counsel Darrell Buchbinder, who
retired recently after more than 35 years of service.  In his new
interim position, Judge Holwell will oversee the agency's Law
Department, comprised of 65 lawyers and outside counsel who handle
litigation, contract, employment, finance, leases, public
securities, and other legal matters.  Judge Holwell will maintain
his legal practice at Holwell Shuster & Goldberg while serving in
this interim role.

"Judge Holwell is one of the most respected attorneys in our
region, having served with distinction on the federal bench
following a long and eminent career in private practice," said Port
Authority Chairman John Degnan.  "We are extremely fortunate to
have someone of Judge Holwell's legal stature and broad experience
to lead our Law Department during this period of transition."

"I'm excited about the opportunity to help lead the Port Authority
during a significant time of change," said Judge Holwell.  "I
remain committed to Holwell Shuster & Goldberg and our clients and
will continue in my role at the firm while serving in this
transitional role at the agency."

"I have known Judge Holwell for over 30 years and he is one of the
most ethical and highly-respected lawyers I have ever met," said
Michael S. Shuster, co-founding partner of Holwell Shuster &
Goldberg.  "We are proud to have him serve the Port Authority and
know he will bring to the agency the same leadership and counsel he
brings our firm and its clients."

Judge Holwell began his legal career in private practice at White &
Case LLP, where he led the global litigation practice and was a
member of the firm's management board.  During his 32 years at the
firm, he specialized in securities, complex commercial litigation,
antitrust, bankruptcy, and financial market matters, as well as
civil and criminal investigations.  On September 17, 2003,
following his nomination by former President George W. Bush, Judge
Holwell was confirmed by the United States Senate for a seat on the
United States District Court for the Southern District of
New York.

During his nine years on the federal bench, Judge Holwell handled
several high-profile civil cases, including a 2008 ruling that New
York City could lawfully require fast-food restaurants to post
calorie information on their menus.  Judge Holwell also presided
over notable criminal cases involving organized crime, terrorism,
and financial fraud, including the insider trading trial of Galleon
Group founder Raj Rajaratnam.

In February 2012, Judge Holwell left the federal bench to found
Holwell Shuster & Goldberg.  The firm has grown significantly since
its founding, and is focused on the representation of clients in
complex commercial, securities, antitrust, intellectual property,
and bankruptcy litigation, as well as related civil, criminal, and
regulatory matters.

                About Holwell Shuster & Goldberg

Founded by Southern District of New York Judge Richard Holwell and
trial lawyers Michael Shuster, Daniel Goldberg, and Dorit Ungar
Black, Holwell Shuster & Goldberg is a litigation boutique focused
on the representation of clients in complex commercial, securities,
antitrust, intellectual property, and bankruptcy litigation, as
well as related civil, criminal, and regulatory matters.




[*] Ornstein Named Epiq Corporate Restructuring Solutions Director
------------------------------------------------------------------
Epiq Systems, a global provider of integrated technology solutions
for the legal profession, on Nov. 2 announced the appointment of
Noah Ornstein as managing director, strategic ventures for
corporate restructuring solutions.  Mr. Ornstein will lead the
development and implementation of new products, enhancement of
existing products and expansion of non-traditional bankruptcy
services.

Corporate restructuring is the flagship business within bankruptcy
operations at Epiq and is the point of reference for all client
work that pertains to Chapter 11 reorganizations.  Mr. Ornstein
will report to Pamela Corrie, who joined Epiq in April 2015 as
managing director, corporate restructuring.  Scott Olofson, senior
vice president of corporate relations and business development,
rounds out the senior leadership team.

"Noah brings an impressive mix of leadership, analytical and
operational experience to his role at Epiq," said Brad D. Scott,
president and chief operating officer, Epiq Systems.  "Noah's
skills make him uniquely qualified to lead an expansion of our
product and service offerings and, together with Scott and Pamela,
to ensure that Epiq's bankruptcy solutions group further
strengthens its leading market position."

Mr. Ornstein joins Epiq from Kirkland & Ellis, LLP where he was a
partner in the firm's restructuring practice representing clients
in complex, multi-billion dollar transactions.  He also designed
new merger and settlement structures for several high-profile
clients while at the firm.  Previously, he was the founder and CEO
of a company formed to launch an innovative platform for
technology-enabled legal services. His background also includes
experience in investment banking having worked at Cowen & Co.  He
holds a juris doctorate and M.B.A. from Columbia University.

                       About Epiq Systems

Epiq Systems -- http://www.epiqsystems.com-- is a global provider
of integrated technology solutions for the legal profession,
including electronic discovery, bankruptcy, and class action and
mass tort administration.  It also offers full-service capabilities
to support litigation, investigations, financial transactions,
regulatory compliance and other legal matters.  Its innovative
technology and services, deep subject-matter expertise and global
presence spanning 45 countries served from more than 30 locations
allow us to provide secure, reliable solutions to the worldwide
legal community.



[*] Packaged Food Industry Outlook Remains Stable, Moody's Says
---------------------------------------------------------------
Cost-cutting and efficiency programs will boost earnings growth in
the US packaged food industry over the next 12 to 18 months amid
sluggish sales, says Moody's Investors Service.  The rating
agency's outlook on the industry remains stable.

Moody's expects 1%-2% sales growth and 5.5%-6.5% operating earnings
growth in the US packaged food industry over the next 12 to 18
months.

"Although US consumer spending will likely strengthen over the next
year, we expect much of the incremental discretionary spending to
be allocated to savings or to other sectors such as consumer
electronics and automobiles," said Brian Weddington, a Moody's Vice
President - Senior Credit Officer.  "What's more, any meaningful
increase in food spending will likely be in foodservice channels,
which are less profitable for food companies."

However, an increased focus on cost-cutting and efficiency
improvements will boost cash flow and fuel operating profit growth
in the industry, according to the report, "US Packaged Food: Focus
Turns from Growth to Margin."  In response to soft demand,
companies will focus on brands with the highest margin and growth
potential, while other brands will be managed for cash or sold.

"Food companies will likely focus more on improving existing
products, rather than launching new products, to not only reduce
costs but also make sure that core offerings are keeping pace with
consumers' growing preference for healthier food," added
Weddington.  "Unlike past years where companies launched hundreds
of new products every year, we expect this scaled-back approach
will produce better investment returns."

Moody's also expects the M&A activity will finally slow in the food
space next year, as investors grow more risk averse amid the
prospect of an interest rate rise.  Activity will remain high in
growing food categories such as healthy snacks as well as natural
and organic products, but mature, center-aisle categories with poor
growth prospects will see a decline in interest from both strategic
and financial buyers.

Moody's subscribers can access this report at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_1009364



[*] Smiley Wang-Ekvall Gets U.S. News - Best Lawyers Tier 1 Ranking
-------------------------------------------------------------------
For the second consecutive year, Smiley Wang-Ekvall, LLP (Smiley
Wang-Ekvall), a law firm specializing in insolvency, real estate
transactions and business litigation, has received a "Metropolitan
Tier 1 Rankings" designation for Bankruptcy and Creditor Debtor
Rights / Insolvency and Reorganization Law (2016) by U.S. News -
Best Lawyers(R).

The "Best Law Firms" designation recognizes firms for professional
excellence, which also received consistently impressive ratings
from clients and peers.  Achieving a "First-Tier" ranking indicates
an exceptional combination of legal knowledge, experience and
expertise.

"We are pleased and honored that our firm is recognized as a
First-Tier Best Law Firm," said Evan D. Smiley, partner of Smiley
Wang-Ekvall, LLP.  "This recognition is a reflection of the legal
expertise, leadership, and integrity of our attorneys.  We are
especially proud that we have assembled an exceptional team of
attorneys who collaborate with our clients to deliver optimal
results utilizing our substantial depth and breadth of experience
in our practice areas of business insolvency and bankruptcy,
business litigation, and real estate."

The 2016 U.S. News - Best Lawyers "Best Law Firms" rankings are
based on the highest number of participating firms and the highest
number of client ballots on record.  The rankings are determined
through a rigorous evaluation process that includes the collection
of client and lawyer evaluations, peer review from leading
attorneys in their field, and review of additional information
provided by law firms as part of the formal submission process.

                      ABOUT "BEST LAW FIRMS"

The U.S. News - Best Lawyers(R) "Best Law Firms" rankings are based
on a rigorous evaluation process that includes the collection of
client and lawyer evaluations, peer review from leading attorneys
in their field, and review of additional information provided by
law firms as part of the formal submission process.  To be eligible
for a ranking, a law firm must have at least one lawyer listed in
22nd Edition of The Best Lawyers in AmericaCopyright list for that
particular location and specialty.

                  ABOUT U.S. NEWS & WORLD REPORT

U.S. News & World Report is a multimedia publisher of news,
consumer advice, rankings, and analysis.  Focusing on Education,
Health, Personal Finance, Travel, Cars, Law and News and Opinion,
www.usnews.com has earned a reputation as the leading provider of
consumer advice and analysis that helps its readers make informed
life decisions.

                      ABOUT BEST LAWYERS

Best Lawyers is the oldest and most respected peer-review
publication in the legal profession.  A listing in Best Lawyers is
widely regarded by both clients and legal professionals as a
significant honor, conferred on a lawyer by his or her peers.  For
more than three decades, Best Lawyers lists have earned the respect
of the profession, the media, and the public, as the most reliable,
unbiased source of legal referrals anywhere.

                ABOUT SMILEY WANG-EKVALL, LLP

Smiley Wang-Ekvall -- http://swelawfirm.com/-- specializes in
achieving unparalleled results for its clients in the areas of
business litigation, real estate transactions, and bankruptcy and
insolvency matters.  The attorneys at Smiley Wang-Ekvall focus on
consistently delivering strategic, effective and efficient
representation to their clients.  The firm combines the hands-on
attention and cost-effectiveness of a small firm with the depth and
breadth of knowledge and experience of a large firm. Headquartered
in Costa Mesa and with an office in Los Angeles, Smiley Wang-Ekvall
serves clients locally, regionally and nationwide.




[] US Corporate Defaults to Hit 4-Yr. High, Moody's Says
--------------------------------------------------------
Increasing liquidity pressures in the oil and gas industry drove
the US speculative-grade default rate up to 2.5% from 2.1% in the
third quarter and will likely propel a rise in the default rate
over the next year, says Moody's Investors Service.  The rating
agency expects the default rate will climb to a four-year high of
3.8% in October 2016 after rising for the first time in three years
in 2015.

"The drop in oil prices over the last few months has left investors
more risk averse and curtailed new debt offerings in the sector,"
said Moody's Senior Vice President John Puchalla.  "As a result,
defaults are increasingly due to bankruptcies, such as Samson
Investment and oilfield services company Hercules Offshore in the
third quarter."

While liquidity woes in the energy and commodity industries are not
currently affecting other sectors, there is a high proportion of
low-rated issuers, warning that additional upward default rate
pressure is likely if economic or credit market conditions worsen.
According to the report, "US Corporate Default Monitor -- Third
Quarter 2015: Default Rate to Hit Four-Year High During 2016,"
companies rated B3 or lower make up 32.5% of US speculative-grade
issuers, matching the share during the last recession.

The oil and gas industry accounted for 14 of the 38 defaults in the
first nine months of the year, compared with just two in all of
2014.  In particular, oilfield services liquidity is weakening and
default risk is growing as new drilling activity slows and
production at existing rigs declines.

Metals and mining also showed weakness in the third quarter, with
coal producers Alpha Natural Resources, Inc. and Walter Energy,
Inc. filing for bankruptcy.  However, most other sectors show
minimal signs that they will experience stress over the next year.

"We expect that liquidity pressures for energy companies will
intensify because of continued weak cash flow, impending borrowing
base redeterminations and the roll-off of favorable price hedges,"
added Puchalla.  "However, without any knock-on effects in other
sectors, the default rate will only modestly rise."



                            *********

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

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

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

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

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

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

                            *********

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

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

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

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

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

                   *** End of Transmission ***