TCR_Public/151109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, November 9, 2015, Vol. 19, No. 313

                            Headlines

100 MONTADITOS: Florida Units Emerge from Ch. 11 Bankruptcy
1584 FULTON: Order Approving Settlement with MFG Fulton Affirmed
30DC INC: Marillion Lowers Stake to 16.7% as of July 30
ABAKAN INC: Involuntary Chapter 11 Case Summary
ABATECO: Case Summary & 20 Largest Unsecured Creditors

ADVANCED MICRO: Incurs $197 Million Net Loss in Third Quarter
AFFIRMATIVE INSURANCE: Red Mountain Has 1.2% Stake as of Oct. 28
AMERICAN HOUSING: Templeton Group Suit Remains in Bankruptcy Court
ANACOR PHARMACEUTICALS: Crisaborole Top-Line Study Results
ANACOR PHARMACEUTICALS: Reports Third Quarter 2015 Results

AQGEN ISLAND: Moody's Assigns B3 Corporate Family Rating
AQGEN ISLAND: S&P Assigns 'B' CCR, Outlook Stable
AVON PRODUCTS: Fitch Lowers IDR to 'B+', Outlook Negative
AXION INTERNATIONAL: Signs Agreement to Eliminate Debt
BANKUNITED INC: Moody???s Rates Sr. Unsecured Shelf '(P)Ba1'

BEACH AT MASON: Loses Summary Judgment Bid in "Sturgill" PI Suit
BON-TON STORES: Extends Credit Card Agreement to July 2022
BON-TON STORES: Names Nancy Walsh Chief Financial Officer
BRAND ENERGY: S&P Revises Outlook to Neg. & Affirms 'B' CCR
BUCKSPORT GENERATION: Files for Chapter 11 Bankruptcy Protection

BX ACQUISITIONS: Files for Chapter 11 Bankruptcy Protection
CAESARS ENTERTAINMENT: Creditors Request to Remove Kirkland Denied
CAESARS ENTERTAINMENT: Eyes $3M Offer After Nixing Tunica Auction
CCOH SAFARI: Fitch Assigns 'BB' Rating on Sr. Unsecured Notes
CCOH SAFARI: Moody's Assigns B1 Rating to New Unsecured Bonds

CCOH SAFARI: S&P Assigns 'BB' Rating on New $2.5BB Unsecured Notes
CE GENERATION: Fitch Affirms 'BB-' Rating on $400MM Sr. Notes
CENTURYLINK INC: Fitch Retains 'BB+' Issuer Default Rating
CHESAPEAKE ENERGY: Fitch Cuts LT Issuer Default Rating to 'BB-'
CLIFFS NATURAL: David Webb Retires as EVP Global Coal

COMMERCIAL BARGE: S&P Lowers Rating on New 1st Lien Loan to 'B'
CORPORATE RISK: Moody's Rates Corporate Family Rating Caa2
CRYOPORT INC: Stockholders Elect 5 Directors
CUMULUS MEDIA: Gets Non-Compliance Notice From NASDAQ
CUMULUS MEDIA: Incurs $542 Million Net Loss in Third Quarter

DEX MEDIA: In Talks With Lenders; Forbearance Pact Ends Nov. 23
ELBIT IMAGING: Sells 41 Million Shares of Elbit Medical
EMPIRE RESORTS: Stockholders Elect 6 Directors
ESCALERA RESOURCES: Case Summary & 20 Top Unsecured Creditors
ESCALERA RESOURCES: Files for Chapter 11 with Plan Deal

ESCALERA RESOURCES: Wants to Use Lender's Cash Collateral
F-SQUARED INVESTMENTS: Plan Docs Show $2-Bil in Lodged Claims
FANNIE MAE: Reports $1.96 Billion Net Income for Third Quarter
FEDERATION EMPLOYMENT: Union Seeks Award of $2.59M Admin. Claims
FIRST DATA: Fitch Affirms 'B' IDR, Outlook Remains Positive

FIRST DATA: Moody???s Rates 1st Lien Notes B1 & 2nd Lien Notes Caa1
FIRST DATA: S&P Rates 1st Lien Notes 'BB' & 2nd Lien Notes 'B'
FOREST PARK MEDICAL: Might Put Dallas Hospital Into Chapter 11
FORTRESS RESOURCES: Case Summary & 20 Largest Unsecured Creditors
FORTRESS RESOURCES: Files Schedules of Assets and Liabilities

FORTRESS RESOURCES: Seeks to Employ Bunch & Brock as Counsel
FRESH & EASY: Nov. 10 Meeting Set to Form Unsec. Creditors' Panel
FTE NETWORKS: Jus-Com Signs $6-Mil. Credit Agreement with Lateral
FTE NETWORKS: Offers to Buy 80% to 100% of Outstanding Notes
FUTURE LAND: Moody's Assigns B1 Rating to USD Sr. Unsecured Bond

GENIUS BRANDS: Sold 4.33 Million Common Shares
GENOIL INC: Incurs C$5.72 Million Net Loss in 2013
GETTY IMAGES: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg.
GLOBALSTAR INC: Appoints Kenneth Young as Director
GLOBALSTAR INC: Posts $24.1 Million Net Income for Third Quarter

GNK LLC: Case Summary & 2 Largest Unsecured Creditor
GREYSTONE LOGISTICS: Reports $5.57 Million Sales for 1st Quarter
GT ADVANCED: Has Deal With Apple on Auction of ASF Furnaces
HAIMARK LINE: Files for Ch. 11 Due to Unresolved Claim With Clipper
HD SUPPLY: Plans to Revise Previously Issued Q3 2015 Outlook

HEALTH NET: Fitch Retains 'BB+' IDR on CreditWatch Negative
HERCULES OFFSHORE: Moody's Assigns 'Caa1' Corporate Family Rating
HIG HOLDINGS: S&P Assigns 'B' Corp. Credit Rating
HOVENSA LLC: U.S. Trustee Amends Committee of Unsecured Creditors
HUFFMAN CONSTRUCTION: "Claybar" Suit Remains Stayed

ICTS INTERNATIONAL: Igal Tabori Reports 14.9% Stake as of Oct. 26
IHEARTCOMMUNICATIONS INC: Incurs $222 Million Net Loss in Q3
INVESTCORP BANK: Fitch Affirms 'BB' IDR, Outlook Remains Stable
ISTAR INC: Incurs $6.07 Million Net Loss in Third Quarter
JOE'S JEANS: Amends Merger Agreement with RG Parent

KEMET CORP: Posts $7.19 Million Net Income for Second Quarter
KLX INC: S&P Affirms 'BB' CCR & Revises Outlook to Negative
LA SABANA: Hires Hector Eduardo Pedrosa Luna as Counsel
LANNETT COMPANY: Moody???s Puts B1 CFR Under Review for Downgrade
LAST MILE: "Maglone" Case Recommended for Dismissal

LEVI STRAUSS: Fitch Raises IDR to 'BB', Outlook Positive
LIBERTY STATE: Suit vs. Santander Bank Partially Dismissed
LOCAL CORP: Seeks to Sell O&O Assets to Media.Net for $3MM
LONESTAR GENERATION: Moody's Affirms B1 Rating on Secured Bank Debt
M.D.C. HOLDINGS: Moody's Lowers Corporate Family Rating to 'Ba2'

MAGNUM HUNTER: Reaches Forbearance Agreement with Lenders
MEDASSETS INC: S&P Puts 'BB-' CCR on CreditWatch Negative
MEDICURE INC: Q3 Conference Call Set for Nov. 10
MESOCOAT INC: Involuntary Chapter 11 Case Summary
MILLER ENERGY: Files Chapter 11 Plan of Reorganization

MISSION NEW ENERGY: Needs More Time to File Form 20-F
MISSISSIPPI POWER: Moody's Cuts Preferred Stock Rating to Ba2
MOLYCORP INC: Files Joint Plan of Reorganization
MOLYCORP INC: Seeks Authority to Make Pension Contributions
MORGANS HOTEL: Mike Olshan and Adam Stein Join Board

MORGANS HOTEL: Reports Third Quarter 2015 Results
NAVISTAR INTERNATIONAL: Extends Expiration of NPA to Oct. 2016
NCL CORP: Moody's Rates New $500MM Senior Unsecured Notes 'B2'
NCL CORP: S&P Affirms 'BB-' CCR & Rates $500MM Notes 'BB-'
NORTEL NETWORKS: Court Withdraws SNMP Suit from Mediation Referral

NORTHSHORE MAINLAND: Baha Mar Developer Blasts Naming of Receiver
NURSES REGISTRY: Court Approves $5.7M Sale to Louisiana Company
PENN NATIONAL: Moody's Cuts Corporate Family Rating to Ba3
PHOENIX INDUSTRIAL: S&P Withdraws 'D' Rating on 2013 Revenue Bonds
PRECISION INDUSTRIAL: Case Summary & 20 Top Unsecured Creditors

PRECISION OPTICS: MHW Partners Reports 8% Stake as of Oct. 19
PREMIER EXHIBITIONS: Completes Merger With Dinoking Tech
PREMIER EXHIBITIONS: Shareholders OK Merger With Dinoking Tech
PRESIDENTIAL REALTY: Christopher Singley Owns 2.1% CL-B Shares
PURADYN FILTER: Board Member Chuck Walton Passed Away

QUIKSILVER RESOURCES: Court Approves Plan Sponsor Agreement
QUIRKY INC: Cases Jointly Administered for Procedural Purposes
RADIOSHACK CORP: Lawsuit Blitz Seeks Millions from Apple, Others
RADIOSHACK CORP: Liquidating Trustee Files 383 Preference Actions
RETROPHIN INC: Reports Third Quarter 2015 Financial Results

ROSETTA GENOMICS: Cancels Equity Sales Agreement with Cantor
SAMSON RESOURCES: Files Rule 2015.3 Periodic Report
SAMSON RESOURCES: Says Restructuring Deal in Danger of Collapsing
SHELLEY FOOD: Nov. 18 Meeting Set to Form Creditors' Panel
SPIRE CORP: RSM Quits as Accountants

ST. VINCENT: "Whiteside" Wrongful Death Suit Dismissed
STELLAR BIOTECHNOLOGIES: Approved for NASDAQ Uplisting
STELLAR BIOTECHNOLOGIES: Echavarria Has 17.6% Stake as of Nov. 4
STEREOTAXIS INC: Reports 2015 Third Quarter Financial Results
SWB RIVER: Lender Wins Restaurant, Retail Complex With $5.23M Bid

TEAM HEALTH: S&P Lowers CCR to 'BB-', Outlook Negative
TEXOMA PEANUT: Court Enters Final Decree Closing Chapter 11 Cases
THERAPEUTICSMD INC: Reports Third Quarter 2015 Financial Results
TRACK GROUP: Sapinda Asia Reports 50.9% Stake as of Sept. 25
TRAVELPORT WORLDWIDE: Posts $4 Million Net Income for 3rd Quarter

UNI-PIXEL INC: Bernard Marren Quits as Director
UNUM GROUP: Moody???s Affirms (P)Ba1 Preferred Shelf Rating
USA DISCOUNTERS: Court OKs Klehr Harrison as Panel's Del. Counsel
USA DISCOUNTERS: Diconza Traurig Okayed as Special Counsel
USA DISCOUNTERS: Has Authority to Conduct Store Closing Sales

USA DISCOUNTERS: Kelly Drye Approved as Committee's Lead Counsel
USA DISCOUNTERS: Taps Troutman to Handle Matters on Biz Operations
USA DISCOUNTERS: VP Declares Support for Hiring of Special Counsel
VERMEER FUNDING: Moody's Upgrades Rating of SF CDO Notes
VICTORY MEDICAL: $2.2-Mil. Asset Sale to Providence Health Okayed

VISUALANT INC: Incurs $2.63 Million Net Loss in Fiscal 2015
WALKER HOUSE: Case Summary & Largest Unsecured Creditor
WATSATCH CORP: Motion to Set Aside Default Judgment Denied
WESTMORELAND RESOURCE: Incurs $12.7M Net Loss in Third Quarter
Z'TEJAS SCOTTSDALE: Has Final Authority to Obtain DIP Financing

Z'TEJAS SCOTTSDALE: UCC Seeks Valuation of Cornbread Collateral
ZHEJIANG TOPOINT: Directed to File More Briefs on Panel Ownership
[*] BTI Consulting Ranks Five Law Firms as Marketing Leaders
[^] BOND PRICING: For the Week from November 2 to 6, 2015

                            *********

100 MONTADITOS: Florida Units Emerge from Ch. 11 Bankruptcy
-----------------------------------------------------------
The popular restaurant chain from Spain, 100 Montaditos, on Nov. 5
disclosed it has emerged from bankruptcy eight months after the
Florida operator of the company filed voluntary petitions for
Chapter 11 reorganization.  The company -- able to successfully
establish a new operational structure and consolidate its U.S.
positioning without paralyzing business activity -- plans to now
resume expansions across the U.S.

"It is with great pride that we're able to share we have emerged
from bankruptcy within eight months, an accomplishment that can
only be attributed to our dedicated teams in the U.S. and Spain,"
said Managing Director Ignacio Garcia Nieto.  "We look forward to
continue developing the 100 Montaditos brand and demonstrating our
commitment to the U.S. market, our customers and existing
franchisees."

The agreement reached between 100 Montaditos and creditors was
approved Wednesday, Nov. 4 by Honorable A. Jay Cristol of the
United States Bankruptcy Court for the Southern District of
Florida.

The joint plan proposed by the company received the support of the
Creditors Committee and was overwhelmingly approved by all creditor
classes, which included former and operating franchisees.

In March 2015, 100M Holding, Inc., the parent company that operates
the brand in the U.S., and 13 of its subsidiaries and affiliates
filed for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of Florida.  The bankruptcy was limited to the chain's
Florida stores.

As part of the company's restructuring efforts, a new management
team was appointed, led by Garcia Nieto, who previously served as
the Franchise Development Director for 100 Montaditos in the U.S.
and Latin America.  As managing director, Garcia Nieto has overseen
the operations of the company as well as supported the restaurants
operated by 100 Montaditos franchisees.

"We are very pleased to have accomplished our client's goal and
successfully obtained confirmation of the joint plan with
overwhelming support of the creditors, which will allow 100
Montaditos to move forward with its business plan in the United
States," said Bankruptcy Counsel Mariaelena Gayo-Guitian, a partner
at Miami-based Genovese, Joblove & Battista, P.A, which is
representing 100M Holding, Inc. along with law partner Paul J.
Battista.

Today, 100 Montaditos offers seven locations in the U.S., with five
restaurants in Florida and one location each in New York City and
Washington, D.C. With its Chapter 11 restructuring process
completed, the company is working now to strengthen its U.S.
presence.  A 100 Montaditos in Doral, FL is slated to open in the
next few months.

                       About 100 Montaditos

The 100 Montaditos chain opened in Huelva, Spain in 2000.  The
company specializes in small Spanish
sandwiches???montaditos???which are filled with cured meats and
cheeses and sold for a few dollars each.  The restaurants also
serve beer and sangria.  The concept spread across Spain with
several hundred locations and was brought to the U.S in 2011.  The
brand operates more than 300 franchised restaurants in Spain, the
U.S. Mexico, Colombia, Chile, Portugal and Italy

Francisco Cernuda, the CEO of the Spain-based restaurant's American
locations, filed to reorganize 100 M Operator LLC, which operates
14 restaurants across Florida, where the chain opened the first of
its 17 U.S. outposts.  The U.S. entities that sought Chapter 11
bankruptcy protection are:

       Debtor                                   Case No.
       ------                                   --------
       100M Waterford LLC                       15-14066
       100M Pembroke LLC                        15-14067
       100M Weston LLC                          15-14069
       100M Sunset, LLC                         15-14070
       100M Plantation LLC                      15-14072
       100M Pinecrest, LLC                      15-14074
       100M Midtown, LLC                        15-14075
       100M Kendall, LLC                        15-14077
       100M Arlington, LLC                      15-14078
       100M West Kendall LLC                    15-14079
       100 M Lincoln LLC                        15-14080
       100 M Operator LLC                       15-14083
       100 M Franchise LLC                      15-14086
       100 M Holding Inc.                       15-14087

Locations in New York and Washington, D.C., were not affected by
the Florida bankruptcy filing and continue to operate.

The Debtors tapped Paul J. Battista, Esq., at Genovese Joblove &
Battista, P.A., as counsel.

                           *     *     *

The bankruptcy court approved a $400,000 financing loan from 100
Montaditos International to fund operating expenses during the
bankruptcy proceedings.



1584 FULTON: Order Approving Settlement with MFG Fulton Affirmed
----------------------------------------------------------------
On September 25, 2014, the United States Bankruptcy Court for the
Eastern District of New York entered an order approving the
settlement of the objection of appellant Martin Daskal and the
debtor 1584 Fulton, LLC to the claim by appellee MFG Fulton
Holdings, LLC, which was negotiated by Plan Administrator Alan
Lederfeind in the Chapter 11 bankruptcy of 1584 Fulton, LLC . This
is an appeal from the Bankruptcy Court's order by appellant Daskal.


Judge Kiyo A. Matsumoto of the United States District Court for the
Eastern District of New York denied as either moot or without merit
the appeal and affirmed the settlement order entered by the
Bankruptcy Court.

The case is MARTIN DASKAL, Appellant, v. 1584 FULTON, LLC, ALAN
LEDERFEIND, JOSEPH TYRNAUER, and MFG FULTON HOLDINGS, LLC,
Appellees, NO. 14-CV-7402 (KAM)(E.D.N.Y.).

A full-text copy of the Order dated October 23, 2015 is available
at http://is.gd/toXKRvfrom Leagle.com.

Martin Daskal, Appellant, represented by Joseph P. Garland, Esq.
--Korsinsky & Klein, LLP & Michael Korsinsky, Esq. -- Korsinsky &
Klein LLP.

1584 Fulton, LLC, Appellee, represented by Pincus David Carlebach,
Esq. -- Law Offices of David Carlebach, Esq..

Alan Lederfeind, Appellee, represented by Joel Shafferman, Esq. --
Shafferman & Feldman LLP.

Joseph Tyrnauer, Appellee, represented by Avrum J. Rosen, Esq. --
ajrlaw@aol.com -- Law Offices of Avrum J. Rosen.

MFG Fulton Holdings, LLC, Appellee, represented by Robert M.
Sasloff, Esq. -- rms@robinsonbrog.com -- Robinson Brog Leingwand
Greene Genovese & Gluck PC.

1584 Fulton LLC sought protection under Chapter 11 of the
Bankruptcy Code on Jan. 17, 2013 (Bankr. E.D.N.Y., Case No.
13-40279).  The Debtor's counsel is David Carlebach, Esq., at Law
Offices of David Carlebach, Esq., in New York.  The petition was
signed by Martin Daskal, managing member.


30DC INC: Marillion Lowers Stake to 16.7% as of July 30
-------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Marillion Partnership disclosed that as of July 30,
2015, it beneficially own 8,188,440 shares of common stock of 30DC,
Inc., representing 16.7 percent of the shares outstanding.

The decrease of shares held was the result of an agreement
for Marillion Partnership to acquire the operations and certain
assets connected to Internet Marketing and coaching and mentoring
business and affiliate marketing rights from 30DC.  In return,
Marillion Partnership returned to the Company 10,000,000 shares of
the common stock of the Company.  

As a result of the transaction of shares, 30DC, Inc.'s ownership
among its officers, directors and known greater than 5%
shareholders changed.  

Edward W. Dale is a director of 30DC, Inc.  The  Marillion  Trust
is a partner of the  Marillion Partnership and Mr. Dale is a
beneficiary of the Marillion Trust.  As such, Mr. Dale is the
beneficial owner of the shares held by Marillion Partnership.  As
such, Mr. Dale beneficially owns the shares of the Issuer's common
stock which he directly owns as well as the shares of the
Issuer's common stock held by Marillion Partnership.

A copy of the regulatory filing is available for free at:

                        http://is.gd/OKNWOa

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

As of March 31, 2015, the Company had $2.49 million in total
assets, $2.24 million in total liabilities and $252,000 in total
stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company has accumulated losses from operations since
inception and has a working capital deficit as of June 30, 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


ABAKAN INC: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Abakan, Inc.
                2665 South Bayshore Drive, Suite 450
                Miami, FL 33133

Case Number: 15-29606

Involuntary Chapter 11 Petition Date: November 5, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay Cristol

Petitioners' Counsel: Linda M Leali, Esq
                      777 Brickell Avenue, Suite 1210
                      Miami, FL 33131
                      Tel: (305) 341-0671
                      Email: lleali@lealilaw.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Philip Graves                     Consulting        $94,480
3999 Woodbury Avenue               Services
North Vancouver, BC V7N 3N4
Canada

Warren Lydon                      Promissory        $25,000
47 Sunset Road                       Note
Falmouth, ME 04105

David Van der Gulik               Tech Support      $79,500
1575 Large Avenue
Kelwona, BC V1P 1N4
Canada

Paul Ammon                        Promissory        $105,000
289 Oak Ridge Drive                  Notes
New Braunfels, TX 78132

Ammon & Associates                Promissory         $20,000
289 Oak Ridge Drive                  Notes
New Braunfels, TX 78132

Vladimir Chernyakov               Consulting         $30,900
Lesi Ukraini                       Services
4/1 Apt. 267
220020
Minsk, Belarus


ABATECO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ABATECO, a California corporation
        3605 Renfro Road
        Bakersfield, CA 93314

Case No.: 15-14327

Chapter 11 Petition Date: November 5, 2015

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Fredrick E. Clement

Debtor's Counsel: Leonard K. Welsh, Esq.
                  LAW OFFICE OF LEONARD K. WELSH
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309
                  Tel: 661-328-5328

Total Assets: $1.80 million

Total Liabilities: $2.10 million

The petition was signed by Mary Blanton, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb15-14327.pdf


ADVANCED MICRO: Incurs $197 Million Net Loss in Third Quarter
-------------------------------------------------------------
Advanced Micro Devices, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $197 million on $1.06 billion of net revenue for the
three months ended Sept. 26, 2015, compared to net income of $17
million on $1.42 billion of net revenue for the same period during
the prior year.

For the nine months ended Sept. 26, 2015, the Company recorded a
net loss of $558 million on $3.03 billion of net revenue compared
to a net loss of $39 million on $4.26 billion of net revenue for
the same period a year ago.

As of Sept. 26, 2015, the Company had $3.22 billion in total
assets, $3.56 billion in total liabilities and a $336 million total
stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/2201Rp

                     About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

For the year ended Dec. 27, 2014, the Company reported a net loss
of $403 million on $5.50 billion of net revenue compared to a net
loss of $83 million on $5.29 billion of net revenue for the year
ended Dec. 28, 2013.

                          *     *     *

As reported by the TCR on Oct. 22, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Sunnyvale,
Calif.-based Advanced Micro Devices Inc. to 'CCC+' from 'B-'.  
"The downgrade reflects our expectation that AMD will experience a
more gradual return to revenue growth, ongoing competitive
challenges to restore operating profitability, and more severe
operating losses and negative free cash flow through 2016 than we
had previously forecast, despite recent improvements to its
liquidity," said Standard & Poor's credit analyst John Moore.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to
'B-' from 'CCC'.  The upgrade primarily reflects AMD's improved
financial flexibility from recent refinancing activity, which
extends meaningful debt maturities until 2019.

In July 2015, Moody's Investors Service lowered Advanced Micro
Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and
the ratings on the senior unsecured notes to Caa2 from Caa1.  
The downgrade of the corporate family rating to Caa1 reflects AMD's
prospects for ongoing operating losses over the next year and
negative free cash flow.


AFFIRMATIVE INSURANCE: Red Mountain Has 1.2% Stake as of Oct. 28
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Red Mountain Capital Partners LLC and its affiliates
disclosed that as of Oct. 28, 2015, they beneficially own 201,668
shares of common stock of Affirmative Insurance Holdings, Inc.,
representing 1.2 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/z4Uk2X

                      About Affirmative Insurance

Affirmative Insurance Holdings, Inc., Affirmative Management
Services, Inc., Affirmative Services, Inc., Affirmative
Underwriting Services, Inc., Affirmative Insurance Services, Inc.,
Affirmative General Agency, Inc., Affirmative Insurance Group, Inc.
and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015.
The petition was signed by Michael J. McClure as chief executive
officer.

The Debtors have engaged McDermott Will & Emery LLP as general
bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre
Baker Daniels LLP as special regulatory counsel, BDO USA LLP as
financial consultant and Rust Consulting/Omni Bankruptcy as notice
and claims agent.

The Debtors disclosed total assets of $25.20 million and total
debts of $91.26 million as of Aug. 31, 2015.

Founded in June 1998, Affirmative provides non-standard personal
automobile insurance policies for individual consumers in targeted
geographic markets.  NSPAI policies provide coverage to drivers who
find it difficult to obtain insurance from standard automobile
insurance companies due to their lack of prior insurance, age,
driving record, limited financial resources, or other factors.


AMERICAN HOUSING: Templeton Group Suit Remains in Bankruptcy Court
------------------------------------------------------------------
The Templeton Group has sued Trustee Walter O'Cheskey and Focus
Management Group USA, Inc., in the state court of Potter County,
Texas, which suit was promptly removed by the Trustee and Focus to
the United States Bankruptcy Court for the Northern District of
Texas, Amarillo Division, the home of the American Housing
Foundation bankruptcy case.

The Templeton Group says the suit has nothing to do with the AHF
bankruptcy case and thus must be sent back to Potter County, Texas.
The Trustee and Focus contend it has everything to do with the AHF
bankruptcy case and thus was properly removed to and should remain
with this Court.

Judge Robert L. Jones of the United States Bankruptcy Court for the
Northern District of Texas, Amarillo Division, denied the Templeton
Group's motion for remand to Potter County, Texas, as the suit
implicates "core" bankruptcy jurisdiction.

The district court case is The Estate of Frances Maddox through its
Independent Executor, Robert Templeton, Heron Land Company, Linda
Cunyus, Luanne Boyd, Paul King, and Robert Templeton, Plaintiffs,
v. Walter O'Cheskey, as Trustee of the AHF Liquidating Trust, and
Focus Management Group USA, Inc., Defendants, ADVERSARY NO.
15-02000 (N.D. Tex.).

The bankruptcy case is captioned In re: American Housing
Foundation, Debtor, CASE NO. 09-20232-RLJ (Bankr. N.D. Tex.).

A full-text of the Memorandum Opinion dated September 30, 2015 is
available at http://is.gd/teB4r1from Leagle.com.

             About American Housing Foundation

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owned and operated more than 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

Nine alleged creditors of American Housing Foundation filed an
involuntary Chapter 11 petition against AHF (Bankr. N.D. Tex. Case
No. 09-20232) on April 21, 2009.  The petitioning creditors were
represented by David R. Langston, Esq., at Mullin, Hoard & Brown,
in Lubbock, Texas.  Robert L. Templeton, who asserted a $5.1
million claim on account of an investment, had the largest claim
among the petitioners.

AHF opposed the involuntary.  On June 11, 2009, AHF filed a
voluntary petition  (Bankr. N.D. Tex. Case No. 09-20373) to avoid
potential issues associated with a non-profit entity consenting to
relief in the involuntary action.  Judge Robert L. Jones handled
the case.  Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP,
represented AHF in its restructuring efforts.  At the time of the
filing, AHF estimated it had assets and debts of $100 million to
$500 million.  Walter O'Cheskey was later appointed as Chapter 11
trustee.  Focus Management Group served as advisor to the trustee.

AHF Development, Ltd., also filed for Chapter 11 bankruptcy
(Bankr. N.D. Tex. Case No. 09-20703) in 2009.  At the time of its
bankruptcy filing, Development had no ongoing business operations.
Several years prior, it served as a "qualified intermediary" for
"1031 exchanges" in connection with transactions with Matt Malouf,
who became a creditor in the case.

The bankruptcy court consolidated the two cases and appointed
Walter O'Cheskey as the Chapter 11 Trustee.  The Court entered its
Order Approving Appointment of Chapter 11 Trustee on April 29,
2010.

On December 7, 2010, the bankruptcy court approved the Second
Amended Joint Chapter 11 Plan filed by the Chapter 11 Trustee and
the Official Committee of Unsecured Creditors.  American Housing
Foundation emerged from bankruptcy protection that month.  The
Plan would pay creditors from the sale of AHF's apartment
communities.

Judge Jones dismissed the bankruptcy case of AHF Development, Ltd.,
in an Aug. 17, 2011 Memorandum Opinion, at the behest of the United
States Trustee and joined by Attebury Family Partnership, L.P. and
the 2001 Scott D. Rice Trust.


ANACOR PHARMACEUTICALS: Crisaborole Top-Line Study Results
----------------------------------------------------------
Anacor Pharmaceuticals, Inc., announced top-line results from the
long-term safety study of Crisaborole Topical Ointment, 2%
(formerly AN2728), a novel non-steroidal topical anti-inflammatory
phosphodiesterase-4 (PDE-4) inhibitor in development for the
potential treatment of mild-to-moderate atopic dermatitis in
children and adults.

"We are very pleased with the results of this successful study
which confirmed the safety profile of crisaborole demonstrated in
the Phase 3 pivotal studies when used intermittently for up to 12
months," said Lee Zane, M.D., Anacor's senior vice president and
chief medical officer.  "This study adds significantly to our
robust clinical database, which now includes data from over 2,000
subjects treated with crisaborole across its clinical development
program."

Crisaborole was found to be well-tolerated and demonstrated a
safety profile consistent with that seen in the positive Phase 3
pivotal studies reported in July 2015.  No treatment-related
serious adverse events were reported and most adverse events were
graded as mild in severity, and transient.  The most common
treatment-related adverse events reported by at least 2% of
subjects were atopic dermatitis (3.1%) and application site pain
(2.3%).

"The safety profile demonstrated by crisaborole when used for the
long-term management of mild-to-moderate atopic dermatitis in
patients as young as 2 years old could be extremely relevant to
prescribing physicians and patients," said Adelaide Hebert, M.D.,
Professor of Dermatology and Pediatrics at The University of Texas
Health Science Center at Houston, who was one of the clinical
investigators in the multicenter trial.  "Atopic dermatitis, or
eczema, is a chronic skin condition characterized by recurrent
flares.  Currently, the most common topical prescription
treatments, corticosteroids and calcineurin inhibitors, carry
concerns about their long-term safety, so their continuous
application for long periods of time is not recommended.  If
crisaborole is approved, it has the potential to dramatically
change how this disease is managed."

"We want to thank all of the clinical investigators, patients and
their families who participated in this study," continued Lee Zane,
M.D., Anacor's senior vice president and chief medical officer.
"With the successful completion of this important study, we now
expect to file the NDA in the first quarter of 2016."

Anacor currently expects to present additional details from this
study at a future medical meeting.

                   About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

Anacor reported a net loss of $87.1 million on $20.7 million of
total revenues for the year ended Dec. 31, 2014, compared with net
income of $84.8 million on $17.2 million of total revenues for the
year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $196 million in total assets,
$126 million in total liabilities, $4.9 million in redeemable
common stock and $65.2 million in total stockholders' equity.


ANACOR PHARMACEUTICALS: Reports Third Quarter 2015 Results
----------------------------------------------------------
Anacor Pharmaceuticals, Inc., reported a net loss of $16.2 million
on $24.6 million of total revenues for the three months ended Sept.
30, 2015, compared to a net loss of $31.3 million on $3.95 million
of total revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $42.3 million on $61.2 million of total revenues
compared to a net loss of $77.02 million on $11.04 million of total
revenues for the same period in the prior year.

"We continue to make significant progress in developing and
commercializing innovative new products derived from our boron
chemistry platform.  In the third quarter, we announced positive
top-line results from our two Phase 3 pivotal studies of
crisaborole for the potential treatment of mild-to-moderate atopic
dermatitis in children and adults, and last week we announced the
top-line results from our long-term safety study of crisaborole
that demonstrated a safety profile consistent with that seen in our
Phase 3 pivotal studies.  With this study data now in hand, and the
completion of our pre-NDA submission meeting with the FDA in
September 2015, we anticipate that we will file our NDA for
crisaborole in the first quarter of 2016.  In addition, we continue
to prepare for the potential commercial launch of crisaborole in
2017.  If approved, we believe crisaborole could offer an important
treatment option to patients with mild-to-moderate atopic
dermatitis," said Paul L. Berns, Chairman and Chief Executive
Officer of Anacor.  "Turning to our first approved product, we were
pleased with the continued prescription growth of KERYDIN in the
third quarter, as PharmaDerm, the branded dermatology division of
Sandoz Inc. responsible for the commercialization of KERYDIN in the
U.S., initiated its direct-to-consumer television advertisements
and other consumer-directed commercialization activities pursuant
to the amendment we executed in the second quarter."

Cash, cash equivalents and investments totaled $153.4 million at
Sept. 30, 2015, compared to $191.6 million at Dec. 31, 2014.
Balances at Sept. 30, 2015, and Dec. 31, 2014, included cash and
cash equivalents of $10.2 million and $16.0 million, short-term and
long-term investments of $140.2 million and $171.9 million and
restricted investments of $3.0 million and $3.7 million,
respectively.

                  About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

Anacor reported a net loss of $87.1 million on $20.7 million of
total revenues for the year ended Dec. 31, 2014, compared with net
income of $84.8 million on $17.2 million of total revenues for the
year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $195.7 million in total
assets, $125.5 million in total liabilities, $4.9 million in
redeemable common stock and $65.2 million in total stockholders'
equity.


AQGEN ISLAND: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned new debt ratings for AqGen
Island Intermediate Holdings, Inc., to be renamed Ascensus, Inc.
("Ascensus"), with a Corporate Family Rating ("CFR") of B3 and a
Probability of Default Rating ("PDR") of B3-PD. Additionally,
Moody's assigned a B2 to Ascensus' proposed senior secured first
lien credit facilities consisting of a $50 million revolving credit
facility, a $400 million term loan, and a $25 million delayed draw
term loan. Concurrently, Moody's assigned a Caa2 to Ascensus'
proposed $170 million senior secured second lien term loan. The
proceeds of the new debt financing will be used to partially fund
the purchase of the issuer's predecessor entity from J.C. Flowers &
Co. affiliates. At the completion of the acquisition, Moody's will
withdraw all existing ratings on the predecessor entity Ascensus,
Inc. (Old). The ratings outlook is stable.

Moody's assigned the following ratings to AqGen Island Intermediate
Holdings, Inc. ("Ascensus"):

Corporate Family Rating- B3

Probability of Default Rating- B3-PD

Senior Secured Revolving Credit Facility expiring 2020 -- B2
(LGD3)

Senior Secured First Lien Term Loan due 2022 -- B2 (LGD3)

Senior Secured First Lien Delay Draw Term Loan due 2022 -- B2
(LGD3)

Senior Secured Second Lien Term Loan due 2023 -- Caa2 (LGD5)

Outlook is Stable

RATINGS RATIONALE

The B3 CFR reflects Ascensus' high debt/EBITDA leverage (Moody's
adjusted), small scale relative to larger and financially stronger
business services companies, moderate customer concentration, and a
degree of revenue volatility with over 30% of sales tied to asset
performance. Moody's expects debt leverage, on a pro forma basis,
to approximate 7x by the end of 2015 and approach the mid 6x level
by the end of the following year driven by modest debt amortization
and projected EBITDA expansion. Additionally, the rating factors in
the potential for the company to pursue acquisitions and
shareholder distributions over the intermediate term which could
constrain deleveraging efforts. However, the risks associated with
the company's credit profile are partially offset by a moderate
equity cushion as well as a highly recurring revenue model and
longstanding relationships with financial institution partners and
state 529 plan administrators (average contract length of 4 to 5
years and 5 to 10 years, respectively). Ascensus also benefits from
the relatively predictable growth of the retirement asset
management industry and generally favorable trend of increasing
regulatory compliance and disclosure requirements within this
sector. Furthermore, the company's management team has demonstrated
a track record of successfully reducing leverage following previous
debt-funded acquisitions.

Pro forma for the transfer of ownership to its new equity sponsors,
Ascensus initially expects to hold minimum levels of cash on its
balance sheet, but Moody's expects the company to generate free
cash flow ("FCF") of over $10 million in 2015. These funds, coupled
with an undrawn $50 million revolver, support Ascensus' adequate
liquidity position. The revolving credit facility will have a
springing covenant, which is not expected to be in effect over the
next 12-18 months, as excess availability should remain above
minimum levels.

The stable ratings outlook reflects Moody's projection for
mid-single digit annual revenue growth through FY16 as Ascensus
benefits from the expansion of its base of assets under
administration with new client additions, plan participant growth,
incremental retirement plan contributions, and expected asset value
appreciation. The company is also well positioned to capitalize on
scale benefits, particularly within its retirement business
segment, to drive double digit adjusted EBITDA growth during this
period.

What Could Change the Rating - Up

The ratings could be upgraded if Ascensus effectively expands
revenues and EBITDA such that adjusted leverage and FCF/debt are
expected to be sustained under 6x and above 5%, respectively, while
the company adheres to disciplined financial policies.

What Could Change the Rating - Down

The ratings could be lowered if revenue contracts materially from
current levels and Ascensus begins to generate free cash flow
deficits leading to expectations for diminished liquidity.

Ascensus, Inc. is a provider of retirement plan solutions,
including outsourced recordkeeping and administrative services to
defined contribution plans and IRAs, and 529 college savings plan
processing services. Ascensus, with projected annual revenues of
nearly $300 million, is in the process of being acquired by Genstar
Capital Partners ("Genstar") and Aquiline Capital Partners
("Aquiline").



AQGEN ISLAND: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating on Dresher, Penn.-based AqGen Island Intermediate
Holdings Inc.  The outlook is stable.

"At the same time, we assigned our 'B' issue-level rating to the
company's proposed first-lien credit facilities including a $50
million revolving facility due 2020, $400 million term loan due
2022, and $25 million delayed-draw term loan, and 'CCC+'
issue-level rating to the proposed $170 million second-lien term
loan due 2023.  The recovery rating on the proposed first-lien
facilities is '3', which indicates our expectation for lenders to
receive meaningful (50% to 70%, at the high end of the range)
recovery in the event of payment default.  The recovery rating on
the proposed second-lien facility is '6' which indicates our
expectation for lenders to receive negligible (0% to 10%) recovery
in the event of payment default.  Our ratings assume the
transactions close on substantially the same terms presented to
us," S&P said.

"The ratings reflect Ascensus' leveraged financial condition upon
completion of the transaction.  We have also factored the company's
leading position in the 529 Plan market into the rating, as well as
the strong service offering provided to institutional asset
managers.  In addition, we recognize the company's good market
position, scalable operating model, diversified client base,
revenue visibility based on the contractual nature of revenue,
client retention experience, and that its processes are embedded in
the infrastructure of its clients.  Leverage is about 7.5x pro
forma for the transaction.  We expect credit metrics to remain
steady at year-end 2015 and improve throughout 2016," said credit
analyst Peter Deluca.  "Our assessment of Ascensus' financial risk
profile as "highly leveraged" incorporates our belief that capital
allocation decisions could restrict the company from sustaining
leverage below 5x for an extended time period.  Our view is rooted
primarily in the typical financial policies of most financial
sponsor-owned companies, which focus on generating investment
returns over short time horizons (less than five years) and
typically operate with high debt levels."

The stable rating outlook reflects S&P's expectation that Ascensus
will improve credit metrics from the acquisition levels during the
next year given steady cash flow from its recurring revenue service
offering.

S&P would consider a downgrade if economic conditions weaken or a
reputation damaging event results in client attrition leading to a
decline in the company's operating performance and cash flow.  S&P
could also consider a downgrade if the company sustains leverage
above 8x.  S&P estimates leverage could increase to above 8x if
EBITDA declines by 10% (assuming debt levels remained constant).

Given the company's debt levels and financial sponsor ownership, it
is unlikely that S&P would consider an upgrade in the next year.
Longer term, S&P would consider an upgrade if the company is able
to improve credit metrics, which would result from the company
adopting a less aggressive financial policy such that leverage
decreases to below 5x on a sustained basis.  S&P estimates this
could occur if the company pays down approximately $185 million in
debt (assuming current debt and EBITDA levels).



AVON PRODUCTS: Fitch Lowers IDR to 'B+', Outlook Negative
---------------------------------------------------------
Fitch Ratings has downgraded Avon Products, Inc.'s Issuer Default
Rating (IDR) to 'B+' from 'BB-'.

Fitch has also downgraded the ratings on Avon's senior unsecured
notes to 'B+/RR4' from 'BB-/RR4'.  For issuers with IDRs at 'B+'
and below, Fitch performs a recovery analysis for each class of
obligations of the issuer.  Issue ratings are derived from the IDR
and the relevant Recovery Rating and notching based on the expected
recoveries in a distressed scenario of each of the company's debt
issues.

The Rating Outlook is Negative as stabilization in key operating
metrics is uncertain.

The downgrade reflects Fitch's increasing concern regarding Avon's
business model and its ability to reverse persistently
flattish-to-slightly-negative organic growth trends.  Recently
reported Q3 2015 results illustrate continued operating deleverage
on modest sales declines (constant currency), and the company's
reduced operating margin guidance suggests the trend will continue.
The company's inability to articulate a viable strategy to improve
organic sales and/or address its cost structure yields difficulty
in predicting a reversal in the negative EBITDA trend.

Avon's constant currency sales performance has trended negative
with volume declines accelerating towards the mid-single digits and
was -5% in the third quarter, net of the Liz Earle disposition.  In
its Q3 earnings report, management indicated its expectation for
full year operating margin compression in the 100bps range on a
constant dollar basis and that 2015 FCF (defined by Avon as
operating cash flow less capital expenditures) would be positive
but less than the $100 million previously communicated.

Fitch acknowledges that the direct selling model, which involves
millions of touchpoints to individual representatives, makes any
one fix difficult.  Further, execution has been compounded with
macro-economic declines in the key markets of Brazil and Russia and
further exacerbated by weakening currencies against the US dollar.
However, without a credible plan of action, Fitch cannot predict a
bottoming in the current trend of flat-to-negative organic growth
coupled with operating margin compression.

While leverage remains moderate near 4x and the company has taken a
number of actions to preserve liquidity and reduce debt by selling
off non-core acquisitions such as Silpada and Liz Earle, there is
little visibility of turning around the business today given the
lack of a well-articulated business strategy.  Therefore, liquidity
and credit protection measures could continue to weaken.

KEY RATING DRIVERS

Operating Performance Challenged

Adjusted operating margins, which had shown sequential improvement
over the past three years, have declined year to date under the
weight of sales deleveraging caused by operational pressures from
volume and representative declines and significant F/X translation
and transaction costs.  Fitch expects EBITDA margins to decline to
the 8.5% range in 2015 versus 11% in 2014.

High Degree of F/X Volatility

Negative F/X translation and transaction are having an outsized
impact on Avon's recent financial performance as almost all of its
profits and cash flows are being generated outside the U.S., with a
strong orientation towards the emerging markets of Brazil and
Russia.  The company absorbed $315 million of F/X translation and
transaction costs in 2014.  The run rate this year is higher with
around $350 million thus far.

If or when the U.S. dollar weakens, some of the noise around the
company's financial performance would be removed.  However, in the
interim, the amount and value of cash generated outside the U.S.
that is needed to meet around $200 million of annual dollar-based
interest and dividend payments is being eroded and internally
generated cash flow is limited.

Most companies in the household and personal care space generate
more than 30% of revenues internationally but tend to be highly
profitable both in their home markets and on a consolidated basis
with EBITDA margins in the 20% to 26% range vs. Avon's 8%.  All
companies in the sector are being impacted by the strong dollar,
but with a larger and more profitable U.S. component, the negative
impact on cash flows is relatively muted vis a vis Avon.

KEY 2015 ASSUMPTIONS

   -- Constant dollar revenues down around 1% mainly as negative
      volume trends continue at a slightly higher pace as the
      company prices for currencies in slowing economies;

   -- Currencies hold at current levels negatively impacting
      revenues about 19% in 2015 year, in line with management's
      November 2015 guidance;

   -- EBITDA of approximately $575 million with margins in the
      8.3% range;

   -- FCF negative in the $150 million range.

RATINGS SENSITIVITIES

Positive:

   -- Stabilizing the Outlook is dependent on Avon's ability to
      articulate and begin to execute a credible turnaround plan
      at its January 2016 Analyst Day, which would enable it to
      stabilize volume and active representative growth and
      restructure its business to stem EBITDA declines.

Negative:

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

   -- Continued sales declines, which would be exemplified by
      active representative and volume declines accelerating
      towards and being sustained in the mid-single digits range;

   -- Further margin compression beyond the 100bps after 2015;

   -- Negative FCF past 2015 which would occur if the organization

      has not been right-sized for what appears to be less than a
      $7 billion revenue company which would eat into liquidity;

   -- Sustained increases in leverage over 5x.

LIQUIDITY ADEQUATE BUT DECLINING

Cash balances are unrestricted and available for debt repayment but
have declined to $587 million at the end of September 2015 from
$1.2 billion in 2013.  Including full availability on its $400
million revolver that matures in 2020, total liquidity currently
stands at almost $1 billion.  Fitch expects FCF (operating cash
flow less capital expenditures and dividends) to be in the negative
$150 million range in 2015.  FCF could remain negative in 2016 and
beyond unless sales and EBITDA stabilize.

FULL LIST OF RATING ACTIONS

Fitch has taken these rating actions on Avon:

   -- Long-term IDR downgraded to 'B+' from 'BB-';
   -- Senior unsecured notes downgraded to 'B+/RR4' from
      'BB-/RR4';
   -- Short-term IDR affirmed at 'B'.

The Rating Outlook is Negative.



AXION INTERNATIONAL: Signs Agreement to Eliminate Debt
------------------------------------------------------
Axion International Holdings, Inc., entered into an agreement with
Samuel G. Rose, Melvin Lenkin, Edward Lenkin, Julie Walters, RPM
Greenbaum and the 401(k) Plan dated Dec. 1, 1992, Judy Lenkin
Lerner, Judy Lenkin Lerner Revocable Trust, ML Dynasty Trust, MLTM
Lending, LLC , TM Investments LP, Thomas O. Bowersox, Southern
Management Corporation (collectively and individually referred to
as the "Rose Lenkin SM Parties") with the objective of eliminating
Axion's debt obligations held by the Rose Lenkin SM Parties and
reducing the equity interests in Holdings held by the Rose Lenkin
SM Parties in order to facilitate Axion's ability to restructure
its consolidated balance sheet and raise additional capital.

Under the terms of the Agreement, each of the Rose Lenkin SM
Parties has sold to Axion all of its debt obligations in the
aggregate of $19.7 million issued by Axion to such party, for an
aggregate total sales price of $2.00.  Excepting (i) for these
sales of Cancelled Debt, (ii) for the shares of common stock in
Holdings which such party obtained in exchange for the warrants
granted to them, and (iii) for the preferred shares of Holdings
stock, each of the Rose Lenkin SM Parties agrees that the remainder
of the Axion shares, interests and rights he, she or it holds are
surrendered to Axion for cancellation, including the cancellation
of all other indebtedness owing from Axion to such parties,
including any unpaid interest, and the termination of all rights
they possess under any ancillary agreements pertaining to such
indebtedness or shares, as well as the full release of all claims
which they may possess against Axion and its respective officers,
directors, employees, and representatives.

The Rose Lenkin SM Parties will retain the shares of Rose Lenkin SM
Parties Warrant Stock, being specifically the following shares:
10,864,529 owned by Samuel G. Rose, 10,204,109 shares owned by
MLTM, 294,153 shares owned by Edward Lenkin, 364,944 shares owned
by Judy Lenkin Lerner, and 717,090 owned by Southern Management.
The Rose Lenkin SM Parties agree to return 9.0 million shares of
Holdings common stock.

The Rose Lenkin SM Parties have also agreed to sell, assign and
transfer an aggregate of 275,000 of Preferred Shares of Holdings
stock to a designee of Axion for an aggregate total sales price of
Two Dollars ($2.00).

Under the Agreement, Holdings agrees to maintain in full force and

effect directors and officers liability insurance policies covering
former officers and directors, which policies shall provide
coverage for such parties that is at least as extensive as the
coverage under the policies that are in force as of the date of
this Agreement.  In the event Holdings is unable to maintain or
renew all such policies upon the same or better terms and
conditions with respect to former officers and directors, then
Holdings agrees to provide written notice to the Rose Lenkin SM
Parties at least 60 days prior to the expiration, cancellation or
other termination of those policies.

Pursuant to a bank term loan to Axion which was guaranteed by
Melvin Lenkin and Samuel G. Rose and another individual, Melvin
Lenkin and Samuel G. Rose agree to remain as guarantors of such
loan and agree to cooperate with Axion in regards to possible
modifications to such loan.  Melvin Lenkin's and Samuel G. Rose's
obligations for cooperation are contingent upon the remaining
individual similarly agreeing to remain as a guarantor of such loan
and agreeing to cooperate.

Axion in regards to the Rose Lenkin SM Parties and the Rose Lenkin
SM Parties in regards to Axion, have agreed to fully, finally and
forever settle and release all claims that now exist, may exist or
previously existed, whether known or unknown.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

Axion International reported a net loss attributable to common
shareholders of $17.2 million on $14.4 million of revenue for the
year ended Dec. 31, 2014, compared with a net loss attributable to
common shareholders of $25.8 million on $6.62 million of revenue
for the same period in 2013.

As of June 30, 2015, the Company had $19.3 million in total
assets, $40.1 million in total liabilities, $6.82 million in 10%
convertible convertible preferred stock, and a total stockholders'
deficit of $27.6 million.

BDO USA, LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, noting that Company has suffered recurring
losses from operations and has working capital and net capital
deficiencies that raise substantial doubt about its ability to
continue as a going concern.


BANKUNITED INC: Moody???s Rates Sr. Unsecured Shelf '(P)Ba1'
------------------------------------------------------------
Moody's Investors Service has assigned prospective ratings to
BankUnited Inc.'s shelf registration. The shelf was rated (P)Ba1
for senior unsecured, (P)Ba1 for subordinate, (P)Ba2 for cumulative
preferred stock, and (P)Ba3 for non-cumulative preferred stock.

RATINGS RATIONALE

The assigned shelf ratings follow Moody's normal notching practices
for US regional banks. BankUnited's lead bank, BankUnited NA, has
existing ratings of Baa1/P-2 long- and short-term deposits and Ba1
long-term issuer rating. It also has a baa3 baseline credit
assessment and Baa2(cr)/P-2(cr) long- and short-term counterparty
risk assessment.

What Could Change the Ratings - Up

Upward rating movement in the standalone BCA could emerge as
BankUnited's franchise matures, but only to the extent that its
financial metrics remain strong.

What Could Change the Rating - Down

Downward rating movement could result from: (1) signs of material
asset quality weakness in BankUnited's newer loan portfolios, and
(2) any material missteps in the bank's expansion.



BEACH AT MASON: Loses Summary Judgment Bid in "Sturgill" PI Suit
----------------------------------------------------------------
Judge William O. Berterlsman of the United States District Court
for the Southern District of Ohio, Western Division, granted the
motion for summary judgment filed by the plaintiffs in the personal
injury lawsuit styled The case is JEFF STURGILL, ET AL.,
Plaintiffs, v. BEACH AT MASON LIMITED PARTNERSHIP, ET AL.,
Defendants, CIVIL ACTION NO. 1:14CV0784 (WOB)(S.D. Ohio), and
denied the defendants' motion for summary judgment.

On August 28, 2011, Jeff and Sandy Sturgill were injured while
patrons at The Beach Waterpark in Mason, Ohio.

In 2012, the Beach entities filed for bankruptcy protection in the
Southern District of Ohio. On July 1, 2013, the bankruptcy court
granted the Sturgills relief from the automatic stay to pursue
whatever insurance proceeds might be available to The Beach, noting
that their recovery would be limited to any such proceeds.

On August 21, 2013, the Sturgills filed a personal injury action
against The Beach and its corporate owners in the Court of Common
Pleas for Warren County, Ohio. The Beach entities defaulted. On
July 3, 2014, the state court entered final judgments in the
Sturgills' favor in the amounts of $224,282.48 (Sandy Sturgill) and
$36,462.19 (Jeff Sturgill).

On August 29, 2014, the Sturgills filed a "Supplemental Complaint"
in the state court personal injury action, adding Steadfast and
Zurich as defendants and asserting a right to the proceeds of the
policy issued to The Beach. Steadfast and Zurich then timely
removed the action to this Court.

Defendant Steadfast Insurance Company issued a Commercial General
Liability Policy to The Beach Waterpark, effective October 1, 2010
to October 1, 2011.

The policy includes a "Self Insured Retention Endorsement" with a
$10,000 per claim SIR. It is not disputed that The Beach has not
paid the $10,000 per claim SIR for the Sturgills' judgments.

The Court held that Steadfast is not relieved of its obligation to
provide coverage for the judgments obtained by the Sturgills
against The Beach, although Steadfast is not liable for the first
$20,000 which represents that two $10,000 per claim SIRs.

A full-text copy of the Memorandum Opinion and Order dated October
20, 2015 is available at http://is.gd/XWY7qofrom Leagle.com.

Plaintiff are represented by Dennis C Mahoney, O'Connor Acciani &
Levy

Steadfast Insurance Company, Defendant, is represented by Crystal L
Maluchnik, Esq. -- crystal.maluchnik@janiklaw.com -- Janik L.L.P,
Steven G Janik, Esq. -- steven.janik@janiklaw.com -- Janik LLP &
Timothy J Puin, Esq. -- timothy.puin@janiklaw.com -- Janik L.L.P.

The Beach at Mason Limited Partnership, dba The Beach Waterpark,
aka The Beach at Mason, Ltd., sought protection under Chapter 11 of
the Bankruptcy Code on Aug. 20, 2012 (S.D. Ohio, Case No.
12-33854).  The petition was signed by Michael T. Schueler,
president of Water Parks, Inc., managing general partner.


BON-TON STORES: Extends Credit Card Agreement to July 2022
----------------------------------------------------------
The Bon-Ton Stores, Inc., announced it has extended its private
label credit card program agreement with Alliance Data Systems
Corporation's Ohio-based card services business, a premier provider
of branded private label, co-brand, and commercial credit programs.
The agreement provides that the original term is extended three
years to July 2022.

"We are very pleased to extend our relationship with Alliance Data,
an industry leader in the private label credit card business.
Their partnership has greatly assisted us in building our customer
base and growing customer loyalty, and we look forward to continued
growth through our collaboration," said Kathryn Bufano, president
and chief executive officer of The Bon-Ton Stores, Inc.

The Bon-Ton Your Rewards Credit Card program has experienced
significant growth in recent years, and the new agreement allows
for further investment in the marketing and promotion of the
loyalty-driven credit card program.  Customers in the program are
rewarded with exclusive discounts based on use of their Your
Rewards Credit Card at all Bon-Ton, Bergner's, Boston Store,
Carson's, Elder-Beerman, Herberger's and Younkers department
stores. In addition, customers have the opportunity to double
rewards, get free shipping and birthday offers, and gain special
access to events.

Bon-Ton uses Alliance Data's advanced suite of digital and mobile
solutions to create an engaging, compelling cardmember experience,
allowing customers to manage their account and pay with a digital
credit card from the convenience of their smartphone.  In addition,
Alliance Data's Conversant and Epsilon businesses already partner
extensively with Bon-Ton, further driving growth through
data-driven loyalty and marketing.

"We are pleased to further our relationship with a like-minded
partner such as Bon-Ton and to have the opportunity to continue to
grow this successful program," said Melisa Miller, president of
Alliance Data's card services business.  "This extension is a
testament to the strong partnership we've built together, and we
look forward to working with Bon-Ton to welcome more customers to
the brand and driving top-line sales."

ADS will pay the Company an extension bonus of $6 million, payable
$1 million within five business days of July 24, 2017, and $5
million within five business days of July 24, 2019, as well as
periodic royalties based on a percentage of credit card sales and
outstanding credit balances during the term of the Program
Agreement.  The Amendment increases the royalty rate payable by ADS
to the Company.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26 states in the Northeast, Midwest and upper Great Plains under
the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.

Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014.  The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.

As of Aug. 1, 2015, the Company had $1.6 billion in total assets,
$1.58 billion in total liabilities and $15.5 million in total
shareholder's equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.


BON-TON STORES: Names Nancy Walsh Chief Financial Officer
---------------------------------------------------------
The Bon-Ton Stores, Inc., announced the appointment of Nancy A.
Walsh to the position of executive vice president, chief financial
officer of the Company, effective Nov. 9, 2015.  Ms. Walsh will
have responsibility for Accounting, Treasury, Tax, Credit, Investor
Relations, Legal and Internal Audit.

Ms. Walsh brings more than 30 years of valuable experience to
Bon-Ton, having held a variety of leadership roles in diverse
financial functions throughout her career.  She most recently
served as senior vice president of finance at Coach, Inc., a
leading global company marketing accessible luxury handbags and
accessories.  In this role, Ms. Walsh was responsible for all
corporate financial risk functions, with a focus on financial and
strategic planning, capital structure optimization, cost reduction
and cash management.  Previous assignments at Coach included Chief
Risk Officer, Vice President of Finance and Chief Financial Officer
of its worldwide wholesale division.  Ms. Walsh has had previous
experience as Assistant Treasurer of Viacom, Inc., a global media
and entertainment company, and The Timberland Company, a
manufacturer and worldwide retailer of premium footwear and
apparel.  Ms. Walsh has a Master of Business Administration degree
from Northeastern University and a Bachelor of Arts degree from the
University of New Hampshire.

Commenting on Ms. Walsh's appointment, Kathryn Bufano, president
and chief executive officer, said, "We are delighted to have Nancy
join our executive leadership team.  She has a proven track record
and brings an extensive financial background and strategic planning
experience to Bon-Ton.  We also look forward to benefiting from her
expertise in capital structure optimization and working capital
management as we continue to execute our plan, strengthen our
balance sheet and advance our goals."

The Offer Letter does not provide for a term of employment and
provides for an initial base salary of $500,000 per year.  The
Offer Letter provides that Ms. Walsh will be paid a signing bonus
of $200,000, net of all applicable taxes, with one-half paid at the
first pay period after the Effective Date and one-half paid in
April 2016, at such time as the Company typically pays bonuses
under its bonus program.  Under the terms of the Offer Letter, Ms.
Walsh is required to reimburse the Company for such amounts on a
pro-rated basis in the event Ms. Walsh voluntarily terminates her
employment or fails to initiate her relocation within two years of
the Effective Date or in the event the Company terminates Ms.
Walsh's employment for cause.

The Company has agreed to reimburse Ms. Walsh for commuting
expenses up to $40,000 for an approximate nine-month period.  The
Company also agreed to pay the costs associated with Ms. Walsh's
relocation to Milwaukee, Wisconsin in accordance with the Company's
relocation policy.

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26 states in the Northeast, Midwest and upper Great Plains under
the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.

Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014.  The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.

As of Aug. 1, 2015, the Company had $1.6 billion in total assets,
$1.58 billion in total liabilities and $15.5 million in total
shareholder's equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from
'Caa1' and its Probability of Default Rating to 'B3-PD' from
'Caa1-PD'.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on Bon-Ton
Stores.


BRAND ENERGY: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kennesaw,
Ga.-based Brand Energy & Infrastructure Services to negative from
stable.

At the same time, S&P affirmed all of its ratings on the company,
including its 'B' corporate credit rating.

"The outlook revision reflects Standard & Poor's adjusted debt
leverage above our previous expectation of 6x," said Standard &
Poor's rating analyst Noel Mangan.  "Brand Energy faces a difficult
operating environment, with oil prices expected to remain depressed
through 2016.  Also, more customers could delay maintenance work or
pursue pricing concessions as they try to reduce costs.
Furthermore, the company's financial sponsors are likely to remain
more focused on acquisitions than on debt repayment."

The oil price decline has weakened Brand Energy's business in
Canada, where the company derives about 18% of its revenues.  Brand
Energy also borrowed funds under its revolver during the first half
of 2015 in order to fund tuck-in acquisitions and other corporate
needs, thus increasing its overall amount of outstanding debt.  S&P
expects the company's Standard & Poor's adjusted debt-to-EBITDA
ratio to remain above 6x and its FOCF-to-debt ratio to be in the
low-single digit percent range over the next year.

Brand Energy faced additional headwinds in 2015.  The United Steel
Worker strike during the first half of the year created project
start delays, leading to rescheduling of maintenance and
turnarounds with certain refinery customers.  Furthermore, foreign
currency translation has worsened the company's operating results;
Brand Energy has meaningful exposure to the Canadian dollar and
euro, which have both weakened against the U.S. dollar over the
last year.  The company is working to counter these headwinds
through cost-saving initiatives and capital expenditure
reductions.

"The negative outlook reflects at least a one-in-three possibility
that we could downgrade the company.  We could consider a downgrade
if it appears likely that FOCF would remain negative over a
sustained period amid weaker earnings and higher-than-expected
investments in working capital.  This would likely coincide with
extended periods in which Standard & Poor's adjusted leverage
remains above 6.5x because of pressure on EBITDA margins for Brand
Energy.  A downgrade also could occur if Brand Energy's liquidity
profile deteriorates amid end-markets that are weaker than we
expect for a prolonged period, leading to customers delaying
maintenance work over the intermediate term, or if Brand Energy
loses maintenance projects altogether," S&P said.

S&P could revise the outlook to stable if Brand Energy's EBITDA
margins return to the low-double-digit range over the next year,
with its Standard & Poor's adjusted debt-to-EBITDA ratio improving
toward 6x and the FOCF-to-debt ratio in the low-single-digit range,
or higher.



BUCKSPORT GENERATION: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Bucksport Generation LLC filed for Chapter 11 bankruptcy protection
on Nov. 3, 2015.

Darren Fishell at Bangor Daily News reports that the Company listed
between $10 million and $50 million in both debt and assets.

Charles Eichacker at The Ellsworth American recalls that the
Company's majority owner, AIM Development, laid off last spring
some 20 workers from the power plant after seasonal fluctuations in
fuel prices caused it to scale back hours of operation.  Citing a
representative from majority owner AIM Development LLC, Bangor
Daily says that the power generator will continue to operate with
12 employees under a union contract through the reorganization.
The Portland Press Herald states that a hearing is set for Nov. 9,
2015, for the Bankruptcy Court to consider if it will allow the
Company to pursue financing to make payroll and continue
operations, among other things.

Citing Susan Lessard, Bucksport's interim town manager, The
Ellsworth American relates that none of the properties included in
the bankruptcy filing is covered under the town's tax increment
financing agreements.  

The Ellsworth American reports that Ms. Lessard was informed that
the Company intends to pay its outstanding property taxes to the
town as part of any reorganization, and that the owners would be
honoring contracts with the unions whose employees still run the
power plant.  According to Chris Facchini at WCSH6, Ms. Lessard
claimed that the Company has paid the first half of the years taxes
but still owes $572,000 for the second half of the year.  The power
plant building and equipment are assessed by the town at about $67
million, WCSH6 states.

Ms. Lessard, according to Bangor Daily, said she does not expect
the filing will have an effect on town finances, based on what she
had heard from the company on Tuesday.

Bucksport Generation LLC, majority owned by AIM Development, is the
owner of a gas-fired generator on a shuttered paper mill property
in Bucksport, Maine.


BX ACQUISITIONS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
BX Acquisitions, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 15-33538) on Nov. 2, 2015, listing $2.15
million in total assets and $22.04 million in total liabilities.
The petition was signed by Christopher Marshall, chief financial
officer.

Lauren Lindstrom at The Blade reports that the bankruptcy filing
comes a more than three months after the Toledo-Lucas County Port
Authority board unanimously agreed to extend a $350,000 annual rent
abatement and marketing agreement with the Company at Toledo
Express Airport for another six months.

The Blade quoted Thomas Winston, the port authority's vice
president for administration and chief financial officer as saying,
"It will continue to prepare them for the right growth, especially
in the Toledo market.  We also expect that with this reorganization
that they will meet their financial obligations for 2015 and
2016."

According to The Blade, Mr. Winston said that he expects the
Company to pay its management fee to port authority, and if it does
so the port authority would honor its marketing commitment.

The Company said in court documents that bankruptcy will allow it
to "continue the orderly operation of its business and avoid an
immediate total shutdown of operations" and "meet its obligations
for necessary ordinary course expenditures, and other operating
expenses," and make any payments ordered by the Bankruptcy Court.

Judge John P. Gustafson presides over the case.

Steven L. Diller, Esq., at Diller And Rice, LLC, serves as the
Company's bankruptcy counsel.

BX Acquisitions, Inc., dba BX Solutions, is a start-up trucking and
logistics firm headquartered in Swanton, Ohio.  BX Acquisitions was
created in 2013 when it acquired the assets of BX Solutions Inc.,
but it has continued to do business under the name BX Solutions.


CAESARS ENTERTAINMENT: Creditors Request to Remove Kirkland Denied
------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that an Illinois
judge on Oct. 28, 2015, denied a bid by junior bondholders of
Caesars Entertainment Corp.'s bankrupt operating unit to block
Kirkland & Ellis LLP from continuing to lead the Debtor's massive
Chapter 11 case for allegedly misleading the court about potential
conflicts, but left the door open for a future challenge.

In a one-page order, U.S. Bankruptcy Judge A. Benjamin Goldgar
denied on procedural grounds the bondholders' motion to reconsider
Caesars Entertainment Operating Co.'s retention of Kirkland.  

                  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: Eyes $3M Offer After Nixing Tunica Auction
-----------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reported that Caesars
Entertainment Corp.'s bankrupt operating unit on Oct. 26, 2015,
told an Illinois bankruptcy court that it is canceling a planned
auction for its shuttered Harrah's Tunica Casino in Mississippi,
which likely hands the property to stalking horse bidder TJM
Properties Inc. for $3 million.

In a court filing, Caesars Entertainment Operating Co. said it
received no other qualified bids for the Mississippi property.
Harrah's Tunica was closed by the casino operator in June 2014,
which cited a significant drop in customer traffic and stiff
competition.

ABI.org reported that, according to a commentary by Tracy Rucinski
at Reuters on Oct. 27, 2015, potential bidders for CEOC, a
casino-operating unit of Caesars Entertainment would be wading into
the middle of a costly and complicated bankruptcy, and they note
that Caesars has left key assets -- including a crucial piece of
its big-data customer loyalty program -- out of the package.
Analysts and some junior creditors have suggested that Caesars
isn't serious about selling its CEOC operating unit and expressed
doubt that the offering will attract any bidders.  In court
documents, the operating unit itself noted that the bidding process
"may not result in any offers" and that if there is a successful
bid "there is no guarantee that the transaction will close."  One
major factor behind buyers' skepticism about Caesars' proposed
sale, designed to test CEOC's value under a plan to emerge from its
$18 billion bankruptcy, is that the operating unit lacks clear
control of its Total Rewards loyalty program, analysts and industry
players said.

                About Caesars Entertainment Corp.

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.


CCOH SAFARI: Fitch Assigns 'BB' Rating on Sr. Unsecured Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating on Positive Watch to CCOH
Safari, LLC's (CCOH Safari) multi-tranche issuance of benchmark
sized senior unsecured notes.  CCO Holdings, LLC (CCOH) will assume
the notes upon the completion of Charter Communications, Inc.'s
merger with Time Warner Cable, Inc. (TWC) and acquisition of Bright
House Networks (Bright House).

CCOH and Charter Communications Operating, LLC (CCO) are indirect
wholly owned subsidiaries of Charter.  Fitch placed CCOH and CCO's
'BB-' IDRs on Rating Watch Positive following the April 2015
announcement of the acquisition of Bright House from
Advance/Newhouse Partnership (A/N) for $10.4 billion.  Following
the announcement that Comcast Corporation and TWC had terminated
their merger agreement, on May 18, 2015, Charter and A/N reaffirmed
their commitment to complete the Bright House acquisition under the
same economic and governance terms.

If the Bright House acquisition does not occur, Fitch will remove
CCOH and CCO from Rating Watch Positive.  If the TWC merger does
not occur, the CCOH Safari notes are required to be repaid, and
Fitch will withdraw the rating.

At this time, Fitch maintains CCOH and CCO's current 'BB-' IDRs and
related debt securities on Rating Watch Positive.

CCOH Safari was created to allow Charter to opportunistically
pre-fund the transactions, with the proceeds placed into escrow in
CCOH Safari until the transactions are completed.  Prior to the
consummation of the transactions, the notes will be secured by a
first-priority interest in the cash held in CCOH Safari's escrow
account.  The cash will be released once the transactions are
complete and all related conditions are met, at which time CCOH
Safari will merge into CCOH which will become the obligor of the
notes.  If the transactions are not completed, the notes will be
subject to a mandatory redemption at par.

Once the notes become the obligations of CCOH, they will rank pari
passu in right of payment with all existing and future senior notes
and all existing and future unsubordinated, unsecured debt of CCOH.


On May 23, 2015, Charter announced a merger with TWC for total
consideration of $196.60 per share, providing a total valuation for
TWC of $78.7 billion as of the announcement date.  The offer
consists of a combination of cash and Charter stock totaling $56.4
billion for all outstanding TWC shares.  As part of the
transaction, approximately $23.3 billion of existing TWC debt will
be rolled into CCO and will have equal and ratable security with
all first lien debt (existing Charter and TWC debt and newly issued
debt).  The TWC merger is not contingent on the acquisition of
Bright House.

TWC's total consideration assumes that all TWC shareholders elect
to receive $100.00 cash and 0.5409 shares of Charter common stock
for each share of TWC common stock.  However, TWC's shareholders
have the option to receive $115.00 cash and 0.4562 shares of
Charter common stock for each share of TWC common stock.  If the
latter occurs, Charter has committed financing for approximately
$4.3 billion of additional unsecured debt to be issued by CCOH.

Fitch views both transactions positively and believes they will
strengthen Charter's overall credit profile.  Fitch anticipates
that Charter's total leverage, pro forma for both the TWC merger as
it is currently structured and the Bright House acquisition, would
be under 5.0x at closing.  Integration risks are elevated, and
Charter's ability to manage the integration process and limit
disruption to the company's overall operations is key to the
success of the transactions.

On a pro forma basis the combined company will serve 24 million
customer relationships and become the second largest cable multiple
system operator in the country.  Pro forma revenues totaled
approximately $36 billion during 2014 and EBITDA was approximately
$13 billion.  Charter's operating strategies are having a positive
impact on the company's operating profile resulting in a
strengthened competitive position.  The market share-driven
strategy, which is focused on enhancing the overall competitiveness
of Charter's video service and leveraging its all-digital
infrastructure, is improving subscriber metrics, growing revenue
and ARPU trends, and stabilizing operating margins.

Resolution of the Rating Watch will largely be based on Fitch's
review of Charter's ultimate capital structure including assignment
of potential equity credit to the convertible preferred partnership
units and an assessment of the risks associated with Charter's
ability to integrate the new cable systems from TWC and Bright
House.

KEY RATING DRIVERS

All three entities regularly produce strong levels of free cash
flow (FCF) that provide the company with substantial financial
flexibility.  Charter management stated that, in the short term,
they will use FCF to meet existing and planned amortization, which
along with EBITDA improvement is expected to lower leverage by 0.6x
annually.  They also stated that there are no short-term plans for
shareholder friendly activities.

RATING SENSITIVITIES

Positive rating actions would be contemplated if the TWC merger and
the Bright House acquisition go forward as total leverage is
expected to be below 5.0x;

   -- If the company demonstrates progress in closing gaps
      relative to its industry peers on service penetration rates
      and strategic bandwidth initiatives;

   -- Operating profile strengthens as the company captures
      sustainable revenue and cash flow growth envisioned when
      implementing the current operating strategy;

   -- Fitch believes negative rating actions would likely coincide

      with a leveraging transaction or the adoption of a more
      aggressive financial strategy that increases leverage beyond

      5.5x in the absence of a credible deleveraging plan;

   -- Adoption of a more aggressive financial strategy;

   -- A perceived weakening of Charter's competitive position or
      failure of the current operating strategy to produce
      sustainable revenue and cash flow growth along with
      strengthening operating margins.

LIQUIDITY AND DEBT STRUCTURE

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category.  Charter's
financial flexibility will improve in step with the growth of free
cash flow generation.  Charter generated $543 million of free cash
flow (FCF) during the LTM period ended Sept. 30, 2015.  FCF has
been increasing due primarily to a decrease in capital expenditures
driven by the completion of Charter's transition to all digital in
2014.  The company's liquidity position is primarily supported by
available borrowing capacity from its $1.3 revolver and anticipated
free cash flow generation.  Commitments under the company's
revolver will expire in April 2018.  As of Sept. 30, 2015,
approximately $1.0 billion was available for borrowing.

Charter's leverage as of the LTM ended Sept. 30, 2015, was 4.2x
(excluding the debt issued by CCOH Safari, LLC and CCO Safari, LLC
which was repaid following the termination of the Comcast TWC
merger.)  Charter's total leverage target remains unchanged ranging
between 4x and 4.5x.  Fitch recognizes that a large portion of the
TWC transaction will involve senior secured debt, both existing at
TWC and new issuance.  Charter recently stated that it expects to
maintain a senior leverage target of 3.5x following the completion
of the TWC and Bright House transactions. Depending on the ultimate
capital structure, a one or two notch upgrade of Charter's IDR and
existing ratings could be possible provided that pro forma senior
secured leverage is at or below 4.0x and total leverage does not
exceed 5.0x.

FULL LIST OF RATINGS

Fitch has assigned these rating:

CCOH Safari, LLC

   -- Senior unsecured notes 'BB' on Rating Watch Positive.

Fitch maintains these ratings for CCO Holdings, LLC on Rating Watch
Positive:

   -- Long-term IDR 'BB-';
   -- Senior unsecured 'BB-'.

Fitch maintains these ratings for Charter Communications Operating,
LLC on Rating Watch Positive:

   -- Long-term IDR 'BB-';
   -- Senior secured 'BB+'.

Fitch has affirmed these ratings with a Stable Outlook:

CCO Safari II, LLC

   -- Senior secured at 'BBB-'.

CCO Safari III, LLC

   -- Senior secured at 'BBB-'.



CCOH SAFARI: Moody's Assigns B1 Rating to New Unsecured Bonds
-------------------------------------------------------------
Moody's Investors Services assigned a B1 rating to the new senior
unsecured bonds of CCOH Safari, LLC (to be assumed by CCO Holdings,
LLC) ("CCOH"), a wholly owned subsidiary of Charter Communications
Inc. ("Charter"). The company expects to use proceeds to fund the
purchase of assets pursuant to its May 26, 2015 agreement with Time
Warner Cable, Inc. ("TWC") (Baa2, review for downgrade) and Bright
House Networks ("BHN"). Charter Communications Operating, LLC's
Baa3 senior secured credit facility rating remains on review for
downgrade. All other Charter ratings, including Charter's Ba3
Corporate Family Rating (CFR) but excluding these new notes, remain
on review for upgrade.

Assignments:

Issuer: CCOH Safari, LLC

-- Senior Unsecured Regular Bond/Debenture (Local Currency),
    Assigned B1, LGD6

RATINGS RATIONALE

Following Charter's announcement on May 26, 2015 to purchase the
assets of both TWC and BHN, Moody's placed Charter's CFR on review
for upgrade. The incremental scale achieved through the transaction
and the large equity consideration in the deals were the key
drivers of the potential positive rating migration. Charter will
gain leverage with respect to the procurement of content and
capital equipment as a result of this increased scale. Moody's
expects the upward ratings impact on the CFR to be limited to one
notch to Ba2.

The new unsecured bonds will be held in escrow at CCOH Safari, LLC,
contingent upon the closing of the agreement by which Charter
acquires TWC. There is no contingency for completing the
acquisition of BHN. In the unlikely scenario where that portion of
the transaction fails to occur but the TWC acquisition is
completed, we would view that negatively for the credit and there
could be less upward pressure on Charter's Ba3 CFR given the
deleveraging impact anticipated for the BHN portion of the
transaction, which in turn could result in a lower rating for the
new notes. If the proposed acquisition of TWC does not receive
regulatory clearance, principal will be returned to bondholders,
and the B1 rating associated will be withdrawn. The existing B1
rating on CCO Holdings, LLC's unsecured bonds are on review for
upgrade, and if the acquisition receives regulatory approval
Moody's will likely confirm those ratings.

With its headquarters in Stamford, Connecticut, Charter currently
serves approximately 4.3 million total video subscribers, 5.4 total
high speed data ("HSD") subscribers and 2.8 million telephony
subscribers. Charter revenue for the last twelve months ended
September 30, 2015 was approximately $9.6 billion.



CCOH SAFARI: S&P Assigns 'BB' Rating on New $2.5BB Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to the proposed $2.5 billion of
senior unsecured notes due 2026 to be issued by CCOH Safari LLC
(escrow entity), a subsidiary of Stamford, Conn.-based cable
operator Charter Communications Inc. (Charter), and placed the
ratings on CreditWatch with positive implications.  CCO Holdings
LLC (CCOH) and CCO Holdings Capital Corp. will ultimately assume
the notes if the escrow conditions are met.  S&P expects Charter to
use proceeds to fund a portion of the acquisitions of Bright House
Networks (BHN) and Time Warner Cable Inc. (TWC).  The '4' recovery
rating indicates our expectation for average (30%-50%; upper end of
the range) recovery for noteholders in the event of a payment
default.  S&P bases the recovery rating on its prospective view of
the new Charter assuming both the TWC and BHN acquisitions close as
proposed.  Following the escrow release, the notes' rank will be
equal to that of the existing senior unsecured notes at CCOH.

"We placed the 'BB' issue-level rating on the proposed notes on
CreditWatch with positive implications because we expect to raise
the rating on this debt by one notch to 'BB+' upon the close of the
transactions.  The 'BB+' issue-level rating would be at the same
level as the expected 'BB+' corporate credit rating on parent
Charter.  As stated in our May 26, 2015 research update on Charter,
we could raise the corporate credit rating on Charter by two
notches to 'BB+', assuming both the BHN and TWC transactions close
as contemplated.  Under this scenario, we would raise the ratings
on both the proposed and existing unsecured notes at CCOH to 'BB+'
with a recovery rating of '4'.  However, as both transactions are
subject to regulatory approval, along with an optional cash
election on the TWC transaction, a scenario that caused pro forma
leverage at new Charter to rise above 5x for a sustained period
would limit an upgrade of Charter to one notch. Under this
scenario, we would raise the corporate credit rating on parent
Charter to 'BB' and leave the issue-level rating on the proposed
notes unchanged at 'BB'," S&P said.

Pro forma for both transactions, S&P estimates lease-adjusted net
debt to EBITDA of about 4.8x in 2015, declining to about 4.4x-4.5x
in 2016.  S&P expects adjusted free operating cash flow (FOCF) to
debt in the 6%-8% range over the next few years as capital
expenditures remain elevated, with FOCF to debt increasing to the
9%-10% area by 2018.  These metrics support S&P's Charter
Communications Inc. aggressive" financial risk profile assessment
and compare to adjusted leverage of 4.5x and FOCF to debt of 1.2%
for Charter on a stand-alone basis in 2014.

RATINGS LIST

Charter Communications Inc.
Corporate Credit Rating               BB-/Watch Pos/--

Rating Assigned And Placed On CreditWatch

CCOH Safari LLC
$2.5 bil. notes due 2026
Senior Unsecured                      BB/Watch Pos
  Recovery Rating                      4H



CE GENERATION: Fitch Affirms 'BB-' Rating on $400MM Sr. Notes
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating for CE Generation,
LLC's $400 million senior notes ($109 million outstanding) due in
2018.  The Rating Outlook is Stable.

The rating reflects operating cash flow insufficient to meet
scheduled debt service payments, with continuing reliance on parent
Berkshire Hathaway Energy Company's (BHE, rated 'BBB+' with a
Stable Outlook by Fitch) track record of providing non-obligatory
equity support to fund capex and meet debt service shortfalls.  The
Stable Outlook incorporates Fitch's expectation that BHE will
continue to provide equity support as needed for the remaining
three-year debt term.

KEY RATING DRIVERS

Operations Supported by Sponsor Investment - Operation Risk:
Midrange

CE Gen's geothermal and natural gas projects have relatively stable
operating histories that employ proven technologies.  The parent,
BHE, is contributing equity to fund a robust multi-year capital
expenditure (capex) plan to support long-term operations.  
Stable Resource, Adequate Supply - Supply Risk: Midrange
The geothermal resource has been relatively stable since the
projects began commercial operation and is expected to remain
viable beyond 2040, suggesting there is residual value for the
parent beyond the term of the debt.  The natural gas assets procure
gas via tolling or marketing agreements.

Exposure to Volatile Energy Pricing - Revenue Risk: Weaker
Volume risk is mitigated through power purchase agreements (PPAs),
primarily with Southern California Edison (SCE; 'A-'; Stable
Outlook).  However, the majority of energy revenues are exposed to
variable Short-Run-Avoided-Cost (SRAC) pricing, introducing
substantial price risk to cash flow.  Many projects are also
exposed to non-reimbursed curtailment by SCE or the transmission
provider.

Subordinated Position - Debt Structure: Weaker

CE Gen's cash flow is reliant on distributions from the Salton Sea
Funding Corporation (SSFC), a portfolio of geothermal projects
which has semi-annually amortizing debt that is structurally senior
to CE Gen.  SSFC's distribution trigger is relatively high (1.50x)
and has not been reached since 2013.  Cash has remained trapped at
SSFC, which is expected to continue through 2017, leading to
financial pressure at CE Gen that has been largely offset through
BHE's non-obligatory equity injections.

Weak Financial Profile

The consolidated debt service coverage ratio (DSCRs) from 2015-2018
are below breakeven levels in Fitch's base and rating cases,
implying that non-obligatory sponsor equity injections or reliance
on the debt service reserve will be needed to avoid default.  The
rating and Outlook incorporate Fitch's expectation that equity
contributions will continue and that the debt service reserve will
not be tapped during the remainder of the debt's tenor.

Peer Comparison

The assets within Coso Geothermal Holdings, LLC (rated 'C') have
suffered substantially greater resource depletion than those within
the CE Gen portfolio.  OrCal Geothermal Inc. ('BB'; Negative
Outlook) has less exposure to PPA price risk and has no structural
subordination but is experiencing lower than expected production
that could erode future cash flow.  FirstLight Hydro Generating
Company ('BB-'; Stable Outlook) is a portfolio of projects with
revenue price risk and coverage ratios consistent with a lower
rating, but buoyed by demonstrated sponsor support from a
higher-rated owner.

RATING SENSITIVITIES

Negative: A need to tap the debt service reserve would indicate a
change from the sponsor's practice of providing equity support to
meet debt obligations and would result in negative rating action
commensurate with the project's standalone financial performance
and prospects.

SUMMARY OF CREDIT

The rating affirmation and Stable Outlook reflect continued parent
equity contributions to support capex and portfolio debt service.
Parent BHE continues to provide equity in support of drilling and
production enhancements to ensure long-term stable operations.
While operational performance has been somewhat variable it has
improved recently.  However, the project's net operating income
continues to be limited due to exposure to low PPA prices and
on-going capital investments.  Curtailment issues have hampered
financial performance in the past but have not affected operations
in 2015 year-to-date.  Cash remains trapped at the SSFC level, as
has been the case since 2013, and CE Gen will only be able to
service the debt with equity support provided by BHE or by tapping
the debt service reserve.

Debt service coverage at the CE Gen level was 0.10x in June 2015
and is expected to be 0.19x for the full year 2015, based on
operating cash flow.  Without BHE's equity support of approximately
$26 million this year and the use of project cash on hand, CE Gen
would need to access its letter of credit-funded reserve to meet
debt obligations.  Further equity support will be necessary for CE
Gen to avoid default.  Under Fitch's base and rating cases, DSCRs
based on operating cash flow are below 1.0x annually through the
debt's final maturity in 2018.

Fitch's rating assumes BHE will continue to fund capex and
contribute equity as needed to meet debt service obligations over a
relatively short remaining debt term.  Including the expected
equity contribution in December 2015, sponsors will have
contributed $82 million to CE Gen from 2013 through the end of 2015
and a total of $140 million to CE Gen and SSFC combined over the
same timeframe.

BHE has demonstrated its intention to retain the assets beyond debt
maturity through its June 2014 purchase of TransAlta's 50%
ownership interest in CE Gen and its ongoing efforts to re-contract
portfolio assets under PPAs that extend well beyond debt maturity.
While BHE has not provided an equity contribution agreement, these
actions establish a track record of support and indicate that BHE
is unlikely to allow CE Gen to default.

CE Gen is a special purpose holding company created solely to issue
the senior secured notes and hold the equity interests in 13
generating assets with an aggregate net ownership interest of 784
megawatts.  CE Gen's 10 geothermal facilities are located in the
Imperial Valley near Calipatria, California, and its three
gas-fired facilities are located in Plattsburg, New York (Saranac);
Big Springs, Texas (Power Resources); and Yuma, Arizona (Yuma). CE
Gen is 100% owned by BHE.



CENTURYLINK INC: Fitch Retains 'BB+' Issuer Default Rating
----------------------------------------------------------
According to Fitch Ratings, CenturyLink, Inc.'s 'BB+' Issuer
Default Rating is not affected by the company's announcement on
Nov. 4, 2015, that it is considering strategic alternatives for its
data centers and colocation business operations.

CenturyLink's review encompasses a range of options, including a
partnership or joint venture, the sale of all or a portion of the
data centers, as well as keeping part or all of the assets.  Should
a sale take place, CenturyLink will continue to offer managed-IT
and cloud-based services along with its enhanced network offerings.
Colocation will also continue to be offered. The company said the
ownership of the physical data center assets is not necessary for
the provision of its strategic services and that capital spending
in its core business can generate better returns than investments
in data centers.  The timing of the conclusion of the review is
uncertain.

Fitch believes that if a sale of all or a part of the physical data
center assets occurs, the effect on the company's operational
profile will be minimal given the continued provision of strategic
services to its enterprise customers.  The company has not provided
guidance on the use of any potential proceeds received. Fitch does
not expect CenturyLink to change its net leverage target of
approximately 3x, so while there may be some debt reduction in
order to operate around its target, no delevering is expected.
There may be no change in financial flexibility -- while
CenturyLink would no longer incur data center related capital
spending -- investments in other strategic areas, such as fiber,
could increase.

KEY RATING DRIVERS

These factors support CenturyLink's ratings:

   -- Fitch's ratings are based on the modestly revised
      expectation that CenturyLink will demonstrate improvement in

      its revenue profile in the latter part of in 2016 (rather
      than for the full year). Fitch a decline of just under 1% in

      2015;

   -- Near-term consolidated free cash flows (FCFs) have
      strengthened and are expected to be relatively healthy in
      2015;

   -- Liquidity is expected to remain relatively strong over the
      rating horizon.

These factors are embedded in CenturyLink's ratings:

   -- CenturyLink's financial policy, which incorporates a net
      leverage target of up to 3.0x;

   -- High-margin voice revenues continue to decline but are
      largely being replaced by broadband and business services
      revenues.  The latter sources have lower margins.

In May 2014, a 24-month, $1 billion share repurchase program became
effective and during the first nine months of 2015, $541 million of
shares were repurchased.  As of Nov. 3, 2015, approximately $133
million was available under the 2014 share repurchase program.
Share repurchases are being funded primarily out of FCF.  Fitch
does not expect CenturyLink to issue debt for future share
repurchases.

On a gross debt basis, CenturyLink's leverage for the latest 12
months (LTM) ended Sept. 30, 2015 was approximately 3.03x.  Fitch
believes leverage will remain around 3.0x over the next couple of
years, in part due to a stabilization of EBITDA in 2016 or 2017, as
newer strategic services achieve greater scale.

In 2015, Fitch expects CenturyLink's FCF (defined as cash flow from
operations less capital spending and dividends) to be substantially
similar to the $913 million generated in 2014.

LIQUIDITY

CenturyLink's total debt was $20.4 billion at Sept. 30, 2015.
Financial flexibility is provided through a $2 billion revolving
credit facility, which matures in December 2019.  As of June 30,
2015 -- per CenturyLink's latest form 10-Q -- approximately $1.7
billion was available on the facility.  CenturyLink also has a $160
million uncommitted revolving letter of credit facility.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities.  Maturing
debt in the remainder of 2015 is nominal.  In 2016, maturities
amount to approximately $1.4 billion.

RATING SENSITIVITIES

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and expectations for leverage.

A negative rating action could occur if:

   -- Consolidated leverage through, but not limited to,
      operational performance, acquisitions, or debt-funded stock
      repurchases, is expected to be 3.5x or higher.

   -- A reduction in capital spending that, in Fitch's evaluation,

      affects future revenue growth.

   -- For QC or Embarq, which are notched up from CTL, leverage
      trends toward 2.5x or higher (based on external debt).

CenturyLink's ratings are:

CenturyLink

   -- Long-term IDR 'BB+';
   -- Senior unsecured $2 billion revolving credit facility 'BB+';

   -- Senior unsecured debt 'BB+'.

Embarq Corp.

   -- IDR 'BB+';
   -- Senior unsecured notes 'BBB-'.

Embarq Florida, Inc. (EFL)

   -- IDR 'BB+';
   -- First mortgage bonds 'BBB-'.

Qwest Communications International, Inc. (QCII)

   -- IDR 'BB+';

Qwest Corporation (QC)

   -- IDR 'BB+';
   -- Senior unsecured notes 'BBB-'.

Qwest Services Corporation (QSC)

   -- IDR 'BB+'.

Qwest Capital Funding (QCF)

   -- Senior unsecured notes 'BB+'.



CHESAPEAKE ENERGY: Fitch Cuts LT Issuer Default Rating to 'BB-'
---------------------------------------------------------------
Fitch Ratings has downgraded Chesapeake Energy Corporation's
(Chesapeake; NYSE: CHK) Long-term Issuer Default Rating (IDR) to
'BB-' from 'BB'. Additionally, Fitch has upgraded the senior bank
facility to 'BB+' from 'BB' due to its higher recovery rating
following its conversion to a secured instrument. The Rating
Outlook is Stable.

The downgrade reflects Fitch's expectation that Chesapeake's cash
flow, liquidity, and leverage profiles will be notably weaker than
previously forecast due to persistently low oil & gas price
realizations and heightened future reliance on asset sales to fund
cash flow gaps. Another consideration is the company's increasingly
limited ability to invest in its highest return assets in favor of
operationally committed and shorter-cycle reserves. Fitch
recognizes that Chesapeake's size and scale, relative to other
high-yield E&P companies, provides considerable financial
flexibility.

Approximately $11.7 billion and $3.1 billion in balance sheet debt
and convertible preferred stock, respectively, are affected by
today's rating action. A full list of rating actions follows at the
end of this release.

KEY RATING DRIVERS

Chesapeake's ratings reflect its considerable size with an
increasingly liquids-focused production profile and proved reserves
(1p) base, solid reserve replacement history, adequate near-term
liquidity position, and strong operational execution with ongoing
improvements leading to competitive production and cost profiles.
These considerations are offset by the company's levered capital
structure, continued exposure to legacy drilling, purchase, and
overriding royalty interest obligations, natural gas weighted
profile that results in lower netbacks per barrel of oil equivalent
(boe) relative to liquid peers, and weaker realized natural gas
prices after differentials are incorporated. Fitch recognizes,
however, that Chesapeake has made significant progress towards its
financial and operational deleveraging efforts since 2013.

The company reported year-end 2014 net proved reserves of nearly
2.5 billion boe and production of 707 thousand boe per day (mboepd;
29% liquids). This resulted in a year-end reserve life of just
under 10 years. Third quarter 2015 production was 667 mboepd (28%
liquids) with declining quarterly trends mainly related to reduced
rig activity. The Fitch-calculated one-year organic reserve
replacement rate was about 154% for year-end 2014 with an
associated finding and development (F&D) cost of approximately
$10.15 per boe. Fitch-calculated third quarter hedged and unhedged
cash netbacks were $7.11/boe and $2.29/boe, respectively. Unhedged
cash netbacks have dropped 87% since year end 2014 mainly due to
weakness in market prices and unfavourable differentials.

The increase in latest 12 month (LTM) balance sheet debt/EBITDA to
approximately 3.9x, as of Sept. 30, 2015, compared to 2.6x at year
end 2014 demonstrates the impact of lower hedged price
realizations. Chesapeake's debt/1p reserves and debt/flowing barrel
have remained relatively steady at approximately $5.37/boe, and
$19,900, respectively. Fitch's current base case forecasts
debt/EBITDA of about 5.4x in 2015. Fitch projects 2016 debt/EBITDA
metrics will deteriorate more than previously expected.

HEIGHTENED CAPITAL EFFICIENCY, LIQUIDITY FOCUS

Chesapeake continues to focus on rationalizing drilling activity
and preserving financial flexibility in 2015. The company is
generally on pace to meet its operating rig target (14 rigs) by
year end and has modestly reduced capital expenditures guidance
with a mid-point around $3.25 billion (excluding capitalized
interest). Meanwhile, production guidance has improved to 675
mboepd (mid-point), or 6% -8% year-over-year growth (adjusted for
asset sales). Liquids, in particular, are anticipated to exhibit
continued production pressure given the heightened rig allocation
to the gas-oriented Haynesville (6 rigs at year end), Utica (2
rigs), and Marcellus (1 rig) plays. Management intends to further
meaningfully reduce capital spending in 2016.

Chesapeake remains subject to approximately $800 million in
preferred dividends, interest costs, and royalty payments, which is
viewed as a considerable credit overhang. Fitch recognizes that the
company recently eliminated its dividend ($234 million in 2014) and
sold its CHK Cleveland-Tonkawa (CHK C-T) properties providing some
cash flow relief and financial flexibility improvement.

CASH FLOW METRICS WIDEN DUE TO WEAK REALIZED PRICES

Fitch's base case projects that Chesapeake will be approximately
$2.2 billion free cash flow (FCF) negative in 2015. Fitch notes
that its FCF estimate considers nearly $300 million in common and
preferred dividends. The Fitch base case results in balance sheet
debt/EBITDA of about 5.4x in 2015 mainly due to weak oil & gas
market prices and differentials. Debt/1p reserves and debt per
flowing barrel metrics are forecast to remain largely unchanged at
approximately $5.20/boe, subject to any price-induced reserve
revisions, and $19,200, respectively.

Fitch's current 2016 base case assumptions ($60 WTI oil and $3.25
Henry Hub gas) results in balance sheet debt/EBITDA of
approximately 6.4x, which is considerably higher than our previous
estimate. Fitch also ran an alternative scenario assuming a
relatively flat oil & gas price environment ($50 WTI oil and $2.75
Henry Hub gas) that resulted in weaker balance sheet debt/EBITDA
leverage of over 9.7x. Fitch recognizes that additional non-core
asset sales could be credit supportive.

Chesapeake maintains a combination of swaps and three-way collars
to manage cash flow variability and support development funding.
Fitch recognizes that the company's three-way collar hedging
strategy provides some upside potential, but exposes cash flows to
adjusted spot prices in a weak pricing environment. Favorably, the
company has entered into some oil & gas hedges for 2016.

KEY ASSUMPTIONS

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

-- WTI oil price that trends up from $50/barrel in 2015 to a
    long-term price of $70/barrel;
-- Henry Hub gas that trends up from $3/mcf in 2015 to a long-
    term price of $3.75/mcf;
-- Production of 671 mboepd in 2015, generally consistent with
    guidance, followed by price- and cash flow-linked production
    growth;
-- Liquids mix declines to 28% in 2015 due to lower drilling
    activity, particularly in the liquids-rich Eagle Ford basin,
    with activity focused in operationally committed and shorter-
    cycle gas-oriented plays near-term;
-- Differentials are projected to exhibit improving trends over
    the medium term due to some Marcellus basis tightening and
    gathering cost relief;
-- Capital spending is forecast to be $3.25 billion in 2015,
    consistent with guidance, followed by a more balanced capex
    profile thereafter;
-- Non-core asset sales of $250 million assumed to be completed
    in 2016;
-- No new long-term debt issuances assumed.

RATING SENSITIVITIES

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

-- Maintenance of size, scale, and diversification of
    Chesapeake's operations with some combination of the following

    metrics;
-- Mid-cycle balance sheet debt/EBITDA under 3.5x on a sustained
    basis;
-- Balance sheet debt/flowing barrel under $25,000 - $30,000
    and/or debt/1p below $7.00 - $7.50/boe on a sustained basis;

-- Continued progress in materially reducing adjusted debt
    balances and simplifying the capital structure;
-- Improvements in realized oil & gas differentials.

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

-- Mid-cycle balance sheet debt/EBITDA above 4.5x - 5.0x on a
    sustained basis;
-- Balance sheet debt/flowing barrel of $35,000 - $40,000 and/or
    debt/1p above $8.00-$8.50/boe on a sustained basis;
-- A persistently weak oil & gas pricing environment without a
    corresponding reduction to capex;
-- Acquisitions and/or shareholder-friendly actions inconsistent
    with the expected cash flow and leverage profile.

ADEQUATE NEAR-TERM LIQUIDITY POSITION

Cash & equivalents were nearly $1.8 billion as of Sept. 30, 2015.
Additional liquidity is provided by the company's recently amended
$4.0 billion senior secured credit facility due December 2019.
There were no outstanding borrowings under the facility, as of
Sept. 30, 2015, with $12 million of the facility capacity used for
various letters of credit. Fitch's base case forecasts the company
will end 2015 with approximately $1.1 billion in cash & equivalents
assuming the contingent convertible senior notes that are expected
to be put to the company are paid with cash-on-hand and the
$200-$300 million in planned non-core asset sales are completed in
2016.

ESCALATING MATURITIES PROFILE

The company has an escalating maturities profile with $396 million,
$500 million, $2.2 billion, $1.0 billion, and $1.5 billion due in
each of the next five years. These amounts include the $396
million, $1.2 billion, and $347 million in contingent convertible
senior notes with holders' demand repurchase dates in November
2015, May 2017, and December 2018, respectively. If oil & gas
prices remain depressed in the medium-term, Fitch believes it is
likely that the contingent convertible senior notes holders will
exercise their demand rights for a cash repurchase given the
five-year demand repurchase date schedule and considerable spread
between the current stock price and conversion threshold.

MODIFIED FINANCIAL COVENANT PACKAGE

Financial covenants, as defined in the recently amended credit
facility agreement, consist of a maximum net debt-to-book
capitalization ratio of 65% (38% as of Sept. 30, 2015), senior
secured leverage ratio of 3.5x through 2017 and 3.0x thereafter (no
secured debt is currently outstanding), and an interest coverage
ratio of 1.1x through Q1 2017 followed by periodic increases to
1.25x by the end of 2017 (4.7x). Other customary covenants across
debt instruments restrict the ability to incur additional liens,
make restricted payments, and merge, consolidate, or sell assets,
as well as change in control provisions. The company also has the
ability to incur up to $2 billion of junior lien debt. Any junior
lien issuances could reduce revolver availability after April 15,
2016 (the first borrowing base redetermination date).

OTHER CONTINGENT OBLIGATIONS AND LIABILITIES

Chesapeake does not maintain a defined benefit pension plan. Asset
retirement obligations (AROs) were approximately $442 million.
Other contingent obligations, as of Dec. 31, 2014, totalled
approximately $17 billion on a multi-year, undiscounted basis
mainly comprising firm gathering, processing, and transportation
agreements ($16 billion), drilling contracts ($502 million), and
pressure pumping contracts ($466 million).

Natural gas price differentials have been and are anticipated to
remain soft due to challenged Marcellus basis differentials and
increased gathering and transportation costs. The recently executed
fixed-fee gas gathering agreements with Chesapeake's midstream
partner (The Williams Companies, Inc.) in the Haynesville and dry
gas Utica are anticipated to provide some cash flow relief
near-term. However, Fitch notes that the company will become
subject to additional minimum volume commitments in mid-2017, which
Chesapeake believes it can meet with approximately one rig per
year. Fitch recognizes that the company continues to pursue
production enhancements that increase estimated ultimate
recoveries, extend production peaks, and reduce well costs per
lateral foot to improve economics in the Barnett and Haynesville.
Management believes that these operational improvements may
encourage partnerships over the medium-term.

In addition to customary E&P contingent obligations, Chesapeake has
roughly $1.1 billion in legacy drilling obligations ($264 million
for the Granite Wash Trust) and liquids & natural gas volumetric
production payments ($773 million/PV10 $630 million), as well as
overriding royalty interest obligations ($234 million; CHK Utica).
Fitch considers these arrangements, among other off-balance sheet
obligations, in E&P adjusted debt given the associated payment and
operating cost arrangements. The Fitch-calculated E&P adjusted
debt/EBITDA is forecast in the base case to increase from under
3.2x in 2014 to over 6.0x in 2015. Management considerably reduced
its exposure to these arrangements following the recent sale of CHK
C-T (nearly $1.2 billion reduction to adjusted E&P debt).
Additional improvements and simplifications would further alleviate
the company's existing, non-core operational and financial
obligations.

FULL LIST OF RATING ACTIONS

Chesapeake Energy Corporation

-- Long-term IDR downgraded to 'BB-' from 'BB';

-- Senior secured bank facility upgraded to 'BB+'/RR1 from  
   'BB'/RR4;

-- Senior unsecured notes downgraded to 'BB-'/RR4 from 'BB'/RR4;

-- Convertible preferred stock downgraded to 'B'/RR6 from
    'B+'/RR6.



CLIFFS NATURAL: David Webb Retires as EVP Global Coal
-----------------------------------------------------
Mr. David L. Webb retired from his position as executive vice
president, Global Coal of Cliffs Natural Resources Inc. on
Oct. 31, 2015.  The Company said it is grateful for Mr. Webb's
dedicated leadership and service and wishes him well in his
retirement.

                    About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.

As of Sept. 30, 2015, the Company had $2.27 billion in total
assets, $4.03 billion in total liabilities and a $1.75 billion
total deficit.

                          *    *     *

As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'.  The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions.  The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.

The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to 'B1' and 'B1-PD'
respectively.  "The downgrade in the CFR to 'B1' reflects
expectations for a weaker performance in the Asia Pacific iron ore
(APIO) segment, which has a greater exposure to the movement of
iron ore prices in the seaborne market," said Carol Cowan, Moody's
senior vice president.


COMMERCIAL BARGE: S&P Lowers Rating on New 1st Lien Loan to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Jeffersonville, Ind.-based Commercial Barge Line Co.'s (CBL's)
proposed first-lien senior secured term loan to 'B' from 'B+' and
revised the recovery rating to '3' from '2'.  The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; upper
half of the range) recovery in the event of a payment default.

The lower rating on the proposed term loan reflects the revised
terms of CBL's proposed refinancing.  Although the total amount of
proposed debt at closing remains unchanged, S&P now assumes a
higher amount of priority claims outstanding at default.  The
company no longer plans to issue the formerly proposed $200 million
second-lien term loan C, but will instead increase the proposed
senior secured first-lien term loan by $50 million and further
increase borrowings under its proposed asset-backed lending (ABL;
unrated) facility by the remaining $150 million at closing.

The proposed five-year first-lien senior secured term loan is now
$1.15 billion (with 5% annual amortization beginning June 30,
2016), whereas previously the company had proposed a seven-year
$1.1 billion first-lien term loan (with 1% annual amortization).
S&P is withdrawing its 'CCC+' issue-level rating and '6' recovery
rating on the formerly proposed $200 million second-lien term loan
C, which the company no longer plans to issue.  At closing, S&P now
expects borrowings under its proposed $550 million ABL revolver to
be about $390 million, compared to S&P's previous assumption of
$240 million drawn at closing.

S&P's 'B' corporate credit rating and stable outlook on CBL are
unaffected, as the total amount of proposed debt outstanding at
closing remains unchanged.

RECOVERY ANALYSIS

Key Analytical Factors:

   -- CBL's proposed capital structure will now include a
      $550 million ABL revolver and the aforementioned
      $1.15 billion senior secured term loan.  The company also
      has a modest amount of capital leases, operating leases
      and pension obligations.

   -- CBL operates in a competitive market, where freight demand
      and barge supply imbalances have historically hurt industry
      pricing and profitability, particularly in the dry bulk
      segment, which tends to be more vulnerable to these
      pressures than the liquid segment.

   -- S&P's simulated default scenario assumes a default occurs in

      the second half of 2018 as a result of a broader economic
      slowdown that reduces demand for transports of liquid and
      dry bulk commodities such that the company is unable to
      renew its contracts at favorable rates.  S&P believes that
      this--coupled with other disruptions, including draft
      restrictions, reduced crop yields, adverse weather
      conditions, and navigational delays--would greatly affect
      operations and depress earnings and margins, leading to a
      liquidity crisis and a default.

   -- In evaluating the recovery prospects associated with the
      underlying assets, S&P used a discrete asset value
      methodology because it believes it provides the best
      estimate of stressed value for this capital-intensive
      business.  S&P believes CBL would retain more value as an
      operating entity in a bankruptcy scenario and would
      reorganize (rather than liquidate) because of its
      significant fleet of barges and its network of terminals.  
      To arrive at S&P's value, it applied realization rates to
      the company's assets and considered the fleet's appraised
      orderly and forced liquidation values with some additional
      discount to reflect the adverse conditions in which CBL
      might default.

   -- Other key default assumptions include LIBOR of 275 basis
      points (bps); a 70% draw on the ABL revolver; and a 125 bps
      increase in the pricing margin on the ABL revolver and
      senior secured term loan B due to credit deterioration.

Simulated Default and Valuation Assumptions:

   -- Simulated year of default: 2018
   -- Gross discrete asset value: $1,212 million

Simplified Waterfall:

   -- Net discrete asset value (after administrative costs):
      $1,152 million
   -- Valuation split (Obligors/Non-obligors): 100%/0%
   -- Priority claims: $428 million
   -- Collateral value available to secured creditors:
      $724 million
   -- Secured first-lien debt: $1,064 million
      -- Recovery expectations: 50%-70% (Upper half of the range)

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Commercial Barge Line Co.
Corporate credit rating                   B/Stable/--

Ratings Lowered
                                          To            From
Commercial Barge Line Co.
Senior Secured
  $1.15 bil. 1st ln term loan due 2020    B             B+
   Recovery rating                        3H            2L

Ratings Withdrawn
                                          To            From
Commercial Barge Line Co.
$200 mil. 2nd ln term loan C due 2023    NR            CCC+
   Recovery Rating                        NR            6



CORPORATE RISK: Moody's Rates Corporate Family Rating Caa2
----------------------------------------------------------
Moody's Investors Service has assigned ratings to Corporate Risk
Holdings, LLC, including a Caa2 Corporate Family rating (CFR), and
a Caa3-PD Probability of Default rating (PDR). In addition, Moody's
assigned a B1 rating to the company's $60 million revolving credit
facility, Caa1 ratings to the company's $245 senior secured first
lien term loan and $744 senior secured first lien notes, and a Ca
rating to $96 million senior secured second lien notes. The
difference in the rating between the revolving credit facility and
first lien instruments reflects the first out waterfall provision
of the revolver.

The senior secured credit facilities constitute permanent debt
financing for Corporate Risk, as it emerged from Chapter 11
bankruptcy protection on August 31, 2015.

Given potential for an asset sale, Moody's believes that there is
an above average family recovery, reflecting the one notch
difference between the CFR and PDR.

Moody's assigned the following first time ratings to Corporate Risk
Holdings, LLC:

-- Corporate Family Rating, Caa2

-- Probability of Default Rating, Caa3-PD

-- $60 million senior secured first out revolving credit facility

    due 2018, B1 (LGD1)

-- $245 million senior secured first lien term loan due 2018,
    Caa1 (LGD2)

-- $744 million senior secured first lien notes due 2019, Caa1
    (LGD2)

-- $96 million senior secured second lien PIK notes due 2020, Ca
    (LGD5)

-- Rating outlook: Stable

RATINGS RATIONALE

Corporate Risk's Caa2 CFR reflects the company's weak credit
metrics and risk of further debt restructuring given Moody's
expectation for limited internal liquidity sources in the near
term. Despite meaningful debt reductions following the bankruptcy
restructuring, Moody's believes that the company's capital
structure is unsustainable in its current form given Corporate
Risk's still very high funded debt levels and annual cash interest
payments. Moody's estimates that the company's debt-to-EBITDA
(Moody's adjusted) was around 7.7 times (9.0 times excluding
operating lease adjustment) and EBITA-to-Interest Expense (Moody's
adjusted) at 0.8 times as of twelve months ended June 30, 2015. The
rating also incorporates execution risk in management's plan to
materially grow revenues and EBITDA amid challenges in the
company's Kroll segment, where earnings declined substantially in
2015. However, the rating is supported by the company's diverse
customer base, leading brands in the investigative, compliance and
response services (Kroll Advisory), large scale e-discovery
solutions (Kroll Ontrack) and growing demand for pre-employment
screening services (HireRight).

The stable outlook reflects Moody's expectation for modest
consolidated revenue and earnings growth over the next 12-18
months.

Moody's could downgrade Corporate Risk's ratings if operating
performance does not improve over the next 12-18 months, resulting
in a weaker than expected liquidity position, or if a debt
restructuring becomes likely, leading to a much lower than expected
recovery.

The ratings could be upgraded if Corporate Risk adopts a capital
structure that we deem sustainable, operating performance and
liquidity improve substantially.

Corporate Risk Holdings, LLC provides pre-employment background
screening for commercial customers; technology-driven legal
services and software for data management; and investigative,
analytic, consulting, due diligence, and security services.
Post-bankruptcy emergence, the company's common stock ownership is
allocated to pre-existing debt holders. Pro-forma annual revenues
were approximately $770 million.



CRYOPORT INC: Stockholders Elect 5 Directors
--------------------------------------------
Cryoport, Inc., held its 2015 annual meeting of stockholders on
Oct. 28, 2015, at which the stockholders:

   (1) elected Richard Berman, Robert Hariri, M.D., PhD.,
       Ramkumar Mandalam, PhD., Jerrell Shelton and Edward
       Zecchini as directors to hold office until the next annual
       meeting of the stockholders and until their successors are
       duly elected and qualified;

   (2) ratified the Audit Committee's selection of KMJ Corbin &
       Company LLP as the Company's independent registered public
       accounting firm for the fiscal year ending March 31, 2016;

   (3) approved the Company's 2015 Omnibus Equity Incentive Plan;
       and

   (5) approved, on an advisory basis, the compensation of the
       named executive officers.

To allow additional time to vote on Proposal No. 4, a proposed
amendment to the amended and restated articles of incorporation of
the Company to increase the number of authorized shares of the
Company's Common Stock from 20,833,333 shares to 50,000,000 shares,
the Annual Meeting with respect to such proposal was adjourned
until 10:00 a.m. Pacific Time, on Friday, Nov. 20, 2015, at the
offices of Snell & Wilmer at 600 Anton Blvd., Suite 1400, Costa
Mesa, California.

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.  As of June 30, 2015, the Company had $4
million in total assets, $1.9 million in total liabilities and $2
million in total stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.


CUMULUS MEDIA: Gets Non-Compliance Notice From NASDAQ
-----------------------------------------------------
Cumulus Media Inc. received a notification from the Listing
Qualifications Department of The NASDAQ Stock Market LLC indicating
that the Company is not in compliance with NASDAQ Listing Rule
5450(a)(1) because the minimum bid price of the Company's common
stock on the NASDAQ Global Select Market has closed below $1.00 per
share for 30 consecutive business days.  The NASDAQ letter has no
immediate effect on the NASDAQ listing or trading of the Company's
common stock.
In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company
has 180 calendar days, or until May 2, 2016, to regain compliance
with the requirements under the Rule.  If, at any time before that
date the bid price of the Company's common stock closes at $1.00
per share or more for a minimum of 10 consecutive business days,
NASDAQ will notify the Company that it has achieved compliance with
the Rule.

In the event the Company does not regain compliance with the Rule
by May 2, 2016, NASDAQ will notify the Company that its common
stock will be delisted from the NASDAQ Global Select Market, unless
the Company requests a hearing before a NASDAQ Hearings Panel.
Alternatively, the Company may apply to transfer its securities to
the NASDAQ Capital Market if it satisfies the requirements for
initial listing set forth in NASDAQ Listing Rule 5505(a), with the
exception of the minimum bid price.  If such an application for
transfer were approved, the Company would have an additional 180
calendar days to comply with the Rule in order for the Company's
common stock to remain listed on the NASDAQ Capital Market.

                       About Cumulus Media

Cumulus Media Inc. (CMLS) combines high-quality local programming
with iconic, nationally syndicated media, sports and entertainment
brands in order to deliver premium choices for listeners, provide
substantial reach for advertisers and create opportunities for
shareholders.  As the largest pure-play radio broadcaster in the
United States, Cumulus provides exclusive content that is fully
distributed through approximately 460 owned-and-operated stations
in 90 U.S. media markets (including eight of the top 10), more
than 10,000 broadcast radio affiliates and numerous digital
channels.  Cumulus is well-positioned in the widening digital
audio space through a significant stake in the Rdio digital music
service, featuring 30 million songs on-demand in addition to
custom playlists and exclusive curated channels.  Cumulus is also
the leading provider of country music and lifestyle content
through its NASH brand, which will serve country fans through
radio programming, NASH magazine, concerts, licensed products and
television/video. For more information, visit www.cumulus.com

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.

As of Sept. 30, 2015, the Company had $3.12 billion in total
assets, $3.10 billion in total liabilities and $19.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure the
debt under the Credit Agreement.  If the lenders accelerate the
required repayment of borrowings, we may be forced to liquidate
certain assets to repay all or part of such borrowings, and we
cannot assure you that sufficient assets will remain after we have
paid all of the borrowings under such Credit Agreement.  If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure that indebtedness and we
could be forced into bankruptcy or liquidation.  Our ability to
liquidate assets could also be affected by the regulatory
restrictions associated with radio stations, including FCC
licensing, which may make the market for these assets less liquid
and increase the chances that these assets would be liquidated at a
significant loss.  Any requirement for us to liquidate assets would
likely have a material adverse effect on our business," the Company
said in its annual report for the year ended Dec. 31, 2014.

                           *     *     *

Standard & Poor's Ratings Services, in September 2014, revised its
rating outlook on Atlanta, Ga.-based Cumulus Media to stable from
positive.  S&P also affirmed its 'B' corporate credit and existing
debt ratings on the company.

As reported by the TCR on Sept. 17, 2015, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to B3 from
B2.  Cumulus' B3 Corporate Family Rating reflects Moody's
expectation that debt-to-EBITDA will remain elevated and in the mid
to high 8x through FYE2015 (including Moody's standard adjustments)
due to continued revenue declines in core ad sales and network
revenue as well as the absence of political ad spending in 2015, an
odd numbered year.


CUMULUS MEDIA: Incurs $542 Million Net Loss in Third Quarter
------------------------------------------------------------
Cumulus Media Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $542 million on $289 million of net revenue for the three months
ended Sept. 30, 2015, compared to net income of $2.54 million on
$314 million of net revenue for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $542 million on $860 million of net revenue compared to
net income of $8.40 million on $934 million of net revenue for the
same period during the prior year.

As of Sept. 30, 2015, the Company had $3.12 billion in total
assets, $3.10 billion in total liabilities and $19.6 million in
total stockholders' equity.

Mary G. Berner, chief executive officer, commented, "Despite
Cumulus' recent challenges, my early experiences have reinforced my
appreciation for the strength of the Company's aggregate assets,
including its people.  I was hired by the Company's Board of
Directors to maximize the value of those assets and I believe that,
through focused execution, we will be able to capitalize on the
operational leverage that appears to exist in the Company.  While
such efforts will not be easy nor, in many cases, immediate, I
intend to institute a relentless commitment to improvement over the
coming months to drive results for all stakeholders."

A full-text copy of the Form 10-Q is available for free at:

                         http://is.gd/1IkSe5

                         About Cumulus Media

Cumulus Media Inc. (CMLS) combines high-quality local programming
with iconic, nationally syndicated media, sports and entertainment
brands in order to deliver premium choices for listeners, provide
substantial reach for advertisers and create opportunities for
shareholders.  As the largest pure-play radio broadcaster in the
United States, Cumulus provides exclusive content that is fully
distributed through approximately 460 owned-and-operated stations
in 90 U.S. media markets (including eight of the top 10), more
than 10,000 broadcast radio affiliates and numerous digital
channels.  Cumulus is well-positioned in the widening digital
audio space through a significant stake in the Rdio digital music
service, featuring 30 million songs on-demand in addition to
custom playlists and exclusive curated channels.  Cumulus is also
the leading provider of country music and lifestyle content
through its NASH brand, which will serve country fans through
radio programming, NASH magazine, concerts, licensed products and
television/video. For more information, visit www.cumulus.com

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.

                         Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure the
debt under the Credit Agreement.  If the lenders accelerate the
required repayment of borrowings, we may be forced to liquidate
certain assets to repay all or part of such borrowings, and we
cannot assure you that sufficient assets will remain after we have
paid all of the borrowings under such Credit Agreement.  If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure that indebtedness and we
could be forced into bankruptcy or liquidation.  Our ability to
liquidate assets could also be affected by the regulatory
restrictions associated with radio stations, including FCC
licensing, which may make the market for these assets less liquid
and increase the chances that these assets would be liquidated at a
significant loss.  Any requirement for us to liquidate assets would
likely have a material adverse effect on our business," the Company
said in its annual report for the year ended Dec. 31, 2014.

                           *     *     *

Standard & Poor's Ratings Services, in September 2014, revised its
rating outlook on Atlanta, Ga.-based Cumulus Media to stable from
positive.  S&P also affirmed its 'B' corporate credit and existing
debt ratings on the company.

As reported by the TCR on Sept. 17, 2015, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to B3 from
B2.  Cumulus' B3 Corporate Family Rating reflects Moody's
expectation that debt-to-EBITDA will remain elevated and in the mid
to high 8x through FYE2015 (including Moody's standard adjustments)
due to continued revenue declines in core ad sales and network
revenue as well as the absence of political ad spending in 2015, an
odd numbered year.


DEX MEDIA: In Talks With Lenders; Forbearance Pact Ends Nov. 23
---------------------------------------------------------------
Dex Media, Inc., one of the largest national providers of social,
local and mobile marketing solutions to local businesses, on Nov. 5
disclosed it has entered into a forbearance agreement with lenders
under its senior secured credit facilities.  The agreement is
effective through November 23, 2015, pending certain conditions.

In addition, the Company announced it has received a term sheet and
restructuring support agreement (RSA) from the ad hoc committee of
lenders holding more than 50% of its senior secured credit
facilities.  The Company and its advisors are reviewing the term
sheet and RSA, and are continuing negotiations with the Company's
lenders with a goal of agreeing on terms of a consensual
restructuring.

"Constructive discussions with our lenders over the past few months
have now led to a term sheet and restructuring support agreement.
The forbearance agreement provides additional time to agree on a
plan to restructure our debt facilities," said Joe Walsh, Dex Media
President and CEO.  "We remain focused on implementing our long
term business plan and putting in place the right strategic,
operational and financial structure to support our business for
many years to come."

As previously announced, the Company elected to take advantage of a
30-day grace period to make an interest payment due on its senior
subordinated notes, which was due on September 30, 2015.  The
Company did not make the interest payment within the grace period,
and as a result, the Company's bondholders have declared the senior
subordinated notes to be immediately due and payable.

The Company's liquidity position remains strong, with a cash
balance of approximately $205.3 million as of October 30, 2015, and
its employees, clients and vendors should see no disruption to
current operations as a result of this announcement.

                        About Dex Media

Dex Media, Inc., is a provider of social, local and mobile
marketing solutions for local businesses. The Company provides
marketing solutions that include Websites, print, mobile, search
engine and social media solutions. The Company?s brands include Dex
One and SuperMedia. Through both brands, it delivers a range of
social, mobile, and print solutions.  The Company's consumer
services include the Dex Knows.com and Superpages.com online and
mobile search portals and applications and local print
directories.  On April 30, 2013, Dex One Corp. and SuperMedia
announced the completion of their merger, creating Dex Media, Inc.

Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter
11 bankruptcy protection in order to complete a merger.  The filing
was just about three years after each company exited court
protection.  The cases are In re Dex One Corp, 13-10533, U.S.
Bankruptcy Court, District of Delaware. and In re SuperMedia Inc,
13-10545, U.S. Bankruptcy Court, District of Delaware.

                *     *     *

As reported in the Troubled Company Reporter on March 31, 2015,
KPMG LLP expressed substantial doubt about the Company's ability to
continue as a going concern, citing that the Company has filed for
Chapter 11 Bankruptcy on March 18, 2013, has a highly leveraged
capital structure and has experienced decline in  operating results
and cash flows.




ELBIT IMAGING: Sells 41 Million Shares of Elbit Medical
-------------------------------------------------------
Elbit Imaging Ltd. has successfully closed a transaction for the
sale of Elbit Medical Technologies Ltd. shares.

At closing, the Company has sold and transferred 41,000,000 Elbit
Medical Shares to a third party.  The Purchaser will pay the
consideration to the Company for the Sold Shares following their
sale by the Purchaser to third parties at a price as stipulated in
the agreement.  The consideration for the Sold Shares will be in
the amount that the Purchaser shall sell the Sold Shares to third
parties, after a deduction of a fee to the Purchaser as determined
in the agreement.

The transaction is irrevocable, and therefore, the Sold Shares
shall be solely and exclusively owned by the Purchaser.  The
Company shall not retain any rights related to the Sold Shares,
including among others: voting rights, dividends, rights issuing,
bonus shares, etc.

Simultaneously, the Company exercised 1,016,316,297 exercise-free
options exercisable into 1,016,316,297 Elbit Medical Shares.

The Sold Shares constitute 2.21% of the issued and outstanding
share capital of the company following the exercise of the Options.
After the transaction and the exercise of the Options, the Company
holds 89.9% (86.2% on a fully diluted basis) of the issued and
outstanding share capital of Elbit Medical.

                        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.


EMPIRE RESORTS: Stockholders Elect 6 Directors
----------------------------------------------
Empire Resorts, Inc., on Nov. 2, 2015, held its 2015 Annual Meeting
of Stockholders in New York, at which the stockholders elected
Joseph A. D'Amato, Emanuel R. Pearlman, Edmund Marinucci, Gregg
Polle, James Simon and Nancy A. Palumbo to serve on the Board of
Directors of the Company for a one year term that expires at the
2016 annual meeting of stockholders or until their respective
successors are elected and qualified or until their earlier
resignation or removal.  The stockholders also
approved the Company's 2015 Equity Incentive Plan.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$24.1 million on $65.2 million of net revenues for the year ended
Dec. 31, 2014, compared to a net loss applicable to common shares
of $27.05 million on $70.96 million of net revenues in 2013.

As of June 30, 2015, Empire Resorts had $81.7 million in total
assets, $58.1 million in total liabilities and $23.5 million in
total stockholders' equity.


ESCALERA RESOURCES: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Escalera Resources Co.
        1675 Broadway, Suite 2200
        Denver, CO 80202

Case No.: 15-22395

Type of Business: Energy Company

Chapter 11 Petition Date: November 5, 2015

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Thomas B. McNamara

Debtor's Counsel: Andrew D. Johnson, Esq.
                  Christian C. Onsager, Esq.
                  Michael J. Guyerson, Esq.
                  ONSAGER, GUYERSON, FLETCHER, JOHNSON LLC
                  1801 Broadway, Suite 900
                  Denver, Colorado 80202
                  Tel: (303) 512-1123
                  Fax: (303) 512-1129
                  Email: consager@OGFJ-law.com
                         mguyerson@OGFJ-law.com
                         ajohnson@OGFJ-law.com

Total Assets: $97.71 million as of June 30, 2015

Total Liabilities: $67.70 million as of June 30, 2015

The petition was signed by Adam Fenster, chief financial officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Societe Generale                  Credit Agreement    $37,000,000
1111 Bagby St, Ste 2020
Houston, TX 77002

Warren Resources                      Interest         $1,804,944
Attn: William Wallander
2001 Ross Ave, Suite 3700
Dallas, TX 75201-2975

Richard Dole                      Severance with         $402,291
318 Indian Bayou                  Payroll Taxes
Houston, TX 77057

Weatherford International, LLC       Trade Debt          $294,394
2000 St. James Place
Huston, TX 77056

Clark Huffman                     Severance with         $251,359
698 Cody Ct.                      Payroll Taxes
Lakewood, CO 80125

Burlington Resources                                      $77,550

Winchester Well Service, Inc.      Well Service           $62,515

Warrior Welding & Backhoe          Trade Debt             $54,550
Service LLC

Petrie Partners, LLC               Trade Debt             $50,442

R&G Casting Ang Tubing, Inc.       Trade Debt             $47,428

Nalco Company                      Trade Debt             $21,184

DNOW L.P.                           Invoice               $18,800

Valley Backhoe & Construction,      Services              $16,407
Inc.

Seidel Technologies, LLC           Trade Debt             $15,460

FireSteel Well Service Inc.          Pumper               $12,753

Ready Oilfield Service, Inc.       Trade Debt             $12,663

SM Energy                           Credit for            $11,880
                                   Overpayment

Griffin Partners 675 Bering LP     Trade Debt             $10,888

Thatcher Company                   Trade Debt              $9,638

American Mobile Research, Inc.     Trade Debt              $8,375


ESCALERA RESOURCES: Files for Chapter 11 with Plan Deal
-------------------------------------------------------
Escalera Resources Co. sought Chapter 11 bankruptcy protection in
Colorado, listing total assets of $97.7 million and total debts of
$67.7 million.  The Company said it has been unable to raise
additional capital and its current lender is unwilling to advance
further funds.

According to documents filed with the Court, the Company is under a
forbearance agreement with Societe Generale which provided for the
increase in the percentage of Debtor's Reserves that are pledged to
the Lender from 80% to 85%, addressed certain lien perfection
issues, and imposed certain milestones for actions by the Debtor.
On May 19, 2015, Societe Generale declared an event of default,
and, as provided in the Credit Facility, the loans began accruing
interest at 2.00% above the otherwise applicable rates effective as
of that date.  As of the Petition Date, the Debtor owes Societe
Generale not less than $36.88 million plus accrued and unpaid
interest, Court document shows.

The Debtor anticipates scheduling approximately $3.1 million in
outstanding unsecured debt.  Of that amount, the Debtor believes
that approximately $1.9 million are joint interest billings that
are subject to recoupment by the joint operators of the properties
in which the Debtor has a working interest.

According to the Company, another $650,000 in severance is claimed
by two former employees.  A material portion of the remaining debt
is or may be secured by well liens, mechanics liens and
materialmen's liens.  The Debtor said it will be seeking Court
permission to pay a portion of the foregoing prepetition secured
claims on a postpetition basis as critical vendors.

The Company blamed its financial condition to the decrease in the
prices of oil and natural gas which "eroded the values of reserves
on which its borrowing capacity is calculated and made it difficult
to obtain capital for operations and for further development of the
Debtor's leasehold interests."

Christian C. Onsager, Esq., at Onsager, Guyerson, Fletcher, Johnson
LLC, counsel for the Debtor said, given the decreases in operating
cash flows due primarily to the declines in natural gas prices and
the corresponding decrease in its borrowing base, the Debtor has
focused on near-termbusiness strategies: 1) attempting to identify
potential merger candidates which might offer improved
opportunities to obtain capital to develop its natural gas and oil
properties and to acquire natural gas properties; 2) maintaining
production while efficiently managing and in some cases reducing
its operating and general and administrative costs; 3) evaluating
asset divestiture opportunities to allow the Debtor to reduce its
overall indebtedness; and 4) pursuing the acquisition of certain
oil and gas properties that would result in overall lower operating
costs in comparison with the resulting added revenue.
To these ends, in April 2015, the Debtor retained Petrie Partners,
LLC, as its investment bankers.

On July 31, 2015, the Debtor completed the sale of its tight gas
reserves and production on the Pinedale Anticline in the Green
River Basin of Wyoming to Vanguard Operating, LLC for a total price
of $12 million.  The net proceeds of $10.50 million from this sale
were used to reduce the secured debt owed to the Lender.

                         The Plan Term Sheet

The Debtor and Societe Generale have agreed to a term sheet
outlining the substantive terms of a plan of reorganization.  Under
the Term Sheet, administrative claims and priority non-tax claims
will be paid in full in cash as soon as practicable after the plan
effective date.  Unsecured priority tax claims not paid in the
ordinary course will be treated in accordance with Section
1129(a)(9)(C) of the Bankruptcy Code.  Mineral lien claimants
holding secured mechanic or materialmen liens senior to the liens
under the Credit Facility will be paid in cash or otherwise left
unimpaired.

The Lender will receive a new secured note in the principal
amount of $15 million (which may be increased to $17 million under
certain circumstances), as well as a deficiency claim of
approximately $21.9 million, which deficiency claim will be
entitled to share pro rata in a new second lien payment-in-kind
note.

General unsecured claimants other than Societe Generale will have
the option to share in the PIK Note, share in a cash distribution,
or share in up to 49% of new common equity of the reorganized
Debtor, which will be a privately owned company.  The remaining 51%
of new common equity will be retained by the reorganized Debtor for
distribution under a management incentive plan. Existing equity as
of the Petition Date will be extinguished.

The Debtor anticipates filing a Chapter 11 plan conforming to the
Term Sheet within two weeks of the Petition Date.  The Company
clarified that the Term Sheet remains subject to final
documentation and Lender approval.

                      About Escalera Resources

Headquartered in Denver, Colorado, Escalera Resources Co. is an
independent energy company engaged in the exploration, development,
production and sale of natural gas and crude oil, primarily in the
Rocky Mountain basins of the western United States.

Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 22395) on Nov. 5, 2015.  Adam Fenster
signed the petition as chief financial officer.  The Debtor has
engaged Onsager, Guyerson, Fletcher, Johnson LLC as counsel.  Judge
Thomas B. McNamara is assigned to the case.


ESCALERA RESOURCES: Wants to Use Lender's Cash Collateral
---------------------------------------------------------
Escalera Resources Co. seeks permission from the Bankruptcy Court
to use cash collateral of Societe Generale, as administrative agent
and lender under a prepetition credit agreement, to fund its
reorganization.  The cash collateral which the Debtor seeks to use
is comprised of funds held in various bank accounts at Vectra Bank
and its ongoing revenues, along with receivables owed to the
Debtor.

"In order to continue operations and allow for a successful
reorganization, the Debtor will require the use of funds on hand
and funds to be received," says Christian C. Onsager, Esq., at
Onsager, Guyerson, Fletcher, Johnson LLC, counsel for the Debtor.

Pursuant to a credit facility dated as of Aug. 29, 2014, the Debtor
granted to the Lender a security interest in and continuing lien on
almost all of its assets and property, including the Cash
Collateral.  The Debtor believes the Prepetition Liens in the
Prepetition Collateral, including the Cash Collateral, are legal,
valid, binding, enforceable, non-avoidable and perfected.

The Debtor disclosed that it obtained consent to use of Cash
Collateral from the Lender.

As adequate protection for the use of Cash Collateral, the Debtor
proposes to grant the Lender replacement liens on all tangible and
intangible property of the Debtor now existing or hereafter
acquired in an amount equal to any post-petition diminution in the
value of its Prepetition Collateral.  

As additional adequate protection, the Debtor is required to
provide certain specified financial and operating information to
the Lender and to pay the fees and expenses of the Lender's
professionals on an ongoing basis without further order of court,
provided that the Court will determine any dispute about the
reasonableness of those fees raised by the Debtor.

                      About Escalera Resources

Escalera Resources Co. filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 22395) on Nov. 5, 2015.  Adam Fenster,
the chief financial officer, signed the petition.  The Debtor
listed total assets of $97.71 million and total liabilities of
$67.70 million, both as of June 30, 2015.  The Debtor has engaged
Onsager, Guyerson, Fletcher, Johnson LLC as counsel.  Judge Thomas
B. McNamara is assigned to the case.

Headquartered in Denver, Colorado, Escalera is an independent
energy company engaged in the exploration, development, production
and sale of natural gas and crude oil, primarily in the Rocky
Mountain basins of the western United States.  The Debtor was
incorporated in Wyoming in 1972 and reincorporated in Maryland in
2001.  It is a publicly-traded company with two classes of equity
interests: Series A Preferred with an estimated 1,610,000 shares
outstanding and common stock of an estimated 14,300,000 shares
outstanding. Both stock issues are widely held.

As of October 2015, the Debtor had 22 employees.  None of the
employees are subject to a collective bargaining agreement.  The
Debtor leases an executive office in Houston, Texas, and a regional
office in Casper, Wyoming.


F-SQUARED INVESTMENTS: Plan Docs Show $2-Bil in Lodged Claims
-------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that the F-Squared
Investments Inc. estate unveiled a proposed Chapter 11 plan on Oct.
28, 2015, that aims to divvy up the roughly $1 million realized
from its bankruptcy sale to try to satisfy, in some amount, the
more than $2 billion in claims lodged against it since seeking
court protection.

The Chapter 11 plan and related disclosure statement filed in the
Delaware bankruptcy court don't officially tally the value of
allowed claims that will be used to compute recoveries.

                   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.


FANNIE MAE: Reports $1.96 Billion Net Income for Third Quarter
--------------------------------------------------------------
Federal National Mortgage Association filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.96 billion on $27.4 billion of total interest
income for the three months ended Sept. 30, 2015, compared to net
income of $3.90 billion on $28.4 billion of total interest income
for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company reported net
income of $8.48 billion on $82.07 billion of total interest income
compared to net income of $12.9 billion on $86.3 billion of total
interest income for the same period a year ago.

As of Sept. 30, 2015, the Company had $3.23 trillion in total
assets, $3.22 trillion in total liabilities and $4 billion in total
equity.

"I am proud of Fannie Mae's leadership in bringing positive change
to the housing finance system.  We are delivering innovative
technology to lenders to help them originate loans with greater
certainty and efficiency, while we continue to transfer a
significant amount of credit risk to private capital to better
protect taxpayers," said Timothy J. Mayopoulos, president and chief
executive officer.  "Our strong financial results punctuate the
ongoing improvements we have made to give our partners the clarity
they need to lend with confidence and help more families get a
mortgage they can afford."

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/dW2XSQ

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $84.0 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.2 billion on $129 billion
of total interest income for the year ended Dec. 31, 2012.

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $84.0 billion on $118 billion of
total interest income for the year ended Dec. 31, 2013, as compared
with net income of $17.2 billion on $129 billion
of total interest income for the year ended Dec. 31, 2012.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in       

1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FEDERATION EMPLOYMENT: Union Seeks Award of $2.59M Admin. Claims
----------------------------------------------------------------
Local 215, District Council 1707, CSAEU, AFSCME, AFL-CIO ("Union")
in an adversary proceeding, asks the U.S. Bankruptcy Court for the
Eastern District of New York to award it a first priority
administrative expense claim in favor of each aggrieved employee
that it represents, for their wages and corresponding benefits
under the applicable employee benefit plans for each day defendant
Federation Employment and Guidance Service, Inc. d/b/a FEGS
("FEGS") was in violation of the Worker Adjustment and Retraining
Notification Act ("WARN Act") and the New York Worker Adjustment
Retraining Notification Act ("NY WARN Act").

The Union notes that it executed a Collective Bargaining Agreement
with FEGS, pursuant to which, the Union is the exclusive collective
bargaining representative of certain employees formerly employed by
FEGS.  The Union further notes that around July 2014, the
collective bargaining agreement was renewed for an additional term
running until June 30, 2017.

The Union brings its action on behalf of all employees it
represents and represented as employees of FEGS who were terminated
without cause at all FEGS locations as part of the mass layoffs of
all Union and most non-Union employees which were initiated prior
to FEG's bankruptcy filing on March 18, 2015.  The Union says FEGS
provided neither 60 days' advance written notice of the employees'
terminations, as required by the WARN Act nor 90 days advance
written notice of their terminations, as required by the NY WARN
Act.

The Union relates that it estimates that damages total at least
$2,594,274.  The Union asserts that each of the aggrieved employees
it represents must be awarded the following: (a) an amount no less
than $308,135, as a first priority administrative expense claim in
favor of each of the aggrieved employees who were terminated on or
after March 18, 2015, for their wages and corresponding benefits
under the applicable employee benefit plans for each day FEGS was
in violation of the WARN Act; (b)an amount no less than $974,075,
as a first priority administrative expense claim in favor of each
of the aggrieved employees who were terminated on or after March
18, 2015, for their wages and corresponding benefits under the
applicable employee benefit plans for each day FEGS was in
violation of the NY WARN Act; (c) an amount no less than $735,026,
as a fourth priority claim pursuant to 11 U.S.C. Section 507(a)(4)
up to the statutory cap of $12,475 and/or as a general unsecured
claim in favor of each of the aggrieved employees who were
terminated prior to March 18, 2015, for their wages and
corresponding benefits under the applicable employee benefit plans
for each day FEGS was in violation of the WARN Act; and (d) an
amount no less than $577,038.11, as a fourth priority claim
pursuant to 11 U.S.C. Section 507(a)(4) up to the statutory cap of
$12,475 and/or as a general unsecured claim in favor of each of the
aggrieved employees who were terminated prior to March 18, 2015,
for their wages and corresponding benefits under the applicable
employee benefit plans for each day FEGS was in violation of the NY
WARN Act.

Local 215, District Council 1707, CSAEU, AFSCME, AFL-CIO is
represented by:

          Larry Cary, Esq.
          Liz Vladeck, Esq.
          Christopher Baluzy, Esq.
          CARY KANE LLP
          1350 Broadway
          Suite 1400
          New York, NY 10018
          Telephone: (212)871-0530
          E-mail: lcary@carykane.com
                 lvladeck@carykane.com

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors.  The Committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel.



FIRST DATA: Fitch Affirms 'B' IDR, Outlook Remains Positive
-----------------------------------------------------------
Fitch Ratings has affirmed First Data Corp.'s (FDC) Issuer Default
Rating at 'B'.  The Rating Outlook remains Positive.  At Sept. 30,
2015, the company had $21 billion in total debt outstanding.

FDC will repay all or a portion of its outstanding senior secured
term loans due 2017 with proceeds from incremental term loans with
face amounts of $750 million and EUR200 million under its senior
secured term loan facility due July 10, 2022 which Fitch rates
'BB/RR1'.  The term loans have the same primary leverage covenant
as the revolving credit facility due in June 2020 and other similar
ancillary covenants.

In addition, Fitch has assigned a 'BB/RR1' rating to FDC's offering
of $750 million senior secured 1st lien notes due 2024.

Fitch has also upgraded the ratings assigned to FDC's senior
secured 2nd lien notes to 'B/RR4' from 'CCC+/RR6' and has assigned
a 'B/RR4' rating to the offering of $750 million senior secured 2nd
lien notes due 2024.

Proceeds from the senior secured 1st and 2nd lien note offerings
are expected to be used to redeem all $1 billion of the 8.75%
senior secured 2nd lien notes due 2021 and a portion of the 8.25%
senior secured 2nd lien notes due 2021, and related fees and
expenses.

KEY RATING DRIVERS

   -- The Positive Outlook reflects First Data's completion of an
      IPO on Oct. 15, and expectations that net proceeds of
      approximately $2.8 billion will be used to reduce debt.

   -- Improved Credit Profile: Pro forma for the post-IPO debt
      reduction, Fitch estimates total leverage was 7.1x at
      Sept. 30, 2015, and that leverage could be under 6x at the
      end of 2017.  As previously disclosed, Fitch believes
      expectations for leverage under 6x would likely lead to an
      upgrade.  Fitch expects free cash flow (FCF) to improve
      materially following the debt reduction and through debt
      refinancings in 2015 and potential future refinancings.

   -- Leveraged Capital Structure: The current rating reflects
      FDC's highly leveraged capital structure.  As of Sept. 30,
      2015, total and secured leverage were 7.9x and 5.8x,
      respectively.  Fitch notes that leverage has materially
      declined from 10.6x in 2010 as a result of debt reduction
      and EBITDA growth.

   -- Large Operational Scale: The Global Business Solutions
      business is characterized by its large scale and global
      footprint with more than six million merchant locations.
      Existing merchant relationships and large distribution
      platform (alliances and partnerships) reinforce the
      company's ability to sustain its market share while
      providing a pathway to introduce and capitalize on emerging
      technologies (i.e. Apple Pay, Clover, EMV, and Mobile
      Payments).  The Global Financial Solutions business also
      benefits from this scale and established relationships with
      card issuers as well as from long-term contracts which have
      high switching costs.

   -- Diversified Customer Base: The customer base is global in
      nature and consists primarily of millions of regional and
      local merchants and large financial institutions.  Fitch
      notes, however, that FDC is exposed to price-sensitive
      merchants within small- and medium-sized businesses that are

      more susceptible to down cycles.

   -- Fee Structure Offsets Cyclicality: Revenue has a correlation

      with consumer spending, but volatility is subdued due to the

      continued adoption of electronic payments, exposure to
      consumer staples, pricing model (paid per transaction as
      well as on a percentage of transacted amount) in Global
      Business Solutions, and contractual nature of fees (based on

      activity level) in Global Financial Solutions.

   -- Spending Shift: A mix shift in consumer spending patterns
      favoring large discount retailers that have more leverage to

      negotiate favorable fees has pressured profitability and
      revenue growth.  Fitch notes that this is mitigated by
      increased spending online that can generate high fees due to

      the higher risk associated with the transaction.

   -- Financial Industry Consolidation: Consolidation could pose a

      risk for the company, particularly in FDC's Global Financial

      Solutions segment, as could changes in regulations in First
      Data's overall business.

   -- Emerging Competition: The high barriers to entry could be
      eroded by the emergence of new payment technology in the
      Global Business Solutions segment. Conversely, the Global
      Financial Solutions segment has much lower exposure to
      emerging competitors due to First Data's strong position in
      card processing for large institutions.

KEY ASSUMPTIONS

   -- Fitch assumes revenues will grow in the low- to mid-single
      digits over the near term, and that First Data's EBITDA
      margin will be relatively stable in the 24% to 25% range.
      Fitch's assumptions for the EBITDA margin are based on gross

      revenues, which include material reimbursable expenses.

   -- Fitch believes that through EBITDA growth and debt reduction

      First Data's consolidated leverage will decline to
      approximately 5.9x by the end of 2017.

   -- Fitch's recovery ratings assigned to the various debt
      classes are based upon assumed going concern EBITDA of
      $2.4 billion and a going concern enterprise valuation of 7x.

RATING SENSITIVITIES

Positive Trigger: The ratings could be upgraded if First Data's
credit profile continues to strengthen, and leverage is expected to
be maintained at or below 6x (gross leverage).  Future developments
that may lead to positive rating action include sustained EBITDA
growth and reductions in debt from the company's improved free cash
flow position.

Negative Trigger: The ratings could be downgraded if First Data
were to experience erosion in its market share or if price
compression accelerates due to new competitive threats leading to
sustained EBITDA margins at approximately 20% or below with
negative free cash flow generation.

LIQUIDITY AND DEBT STRUCTURE

Liquidity as of June 30, 2015, (First Data's most recent Form 10-Q
filing) consisted of $348 million in cash (net $92 million in
amounts held outside the U.S. and at subsidiaries to fund their
respective operations).  First Data also has a $1.25 billion
revolving credit facility (RCF) that expires in June 2020 (subject
to an earlier springing maturity if certain debt remains
outstanding at certain dates).  As of June 30, 2015, First Data's
RCF provided an additional approximately $1 billion of liquidity
(net of $204 million drawn and $41 million in letters of credit
outstanding).

Fitch has affirmed these ratings and maintains the Positive Outlook
on the IDR:

   -- IDR at 'B'; Outlook Positive;
   -- Senior secured RCF and term loans at 'BB/RR1';
   -- Senior secured notes at 'BB/RR1';
   -- Senior unsecured notes at 'CCC+/RR6';
   -- Senior subordinated notes at 'CCC/RR6'.

Fitch has upgraded this ratings:

   -- Junior secured notes to 'B/RR4' from 'CCC+/RR6'.



FIRST DATA: Moody???s Rates 1st Lien Notes B1 & 2nd Lien Notes Caa1
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to First Data
Corporation's proposed senior secured first lien notes due 2024 and
a Caa1 rating to the proposed senior secured second lien notes due
2024. All other ratings, including the B2 corporate family rating
(CFR), and the positive outlook remain unchanged.

The net proceeds will be used to repay First Data's $1 billion
8.75% second lien notes due 2022 and its $2 billion 8.25% second
lien notes due 2021. This refinancing follows First Data's recent
initial public offering ("IPO") of more than $2.8 billion and
issuance of $3.4 billion of 7.0% Senior Notes due 2023, the net
proceeds of which are being used to repay all existing unsecured
and subordinated debt.

RATING RATIONALE

Moody's expects First Data's adjusted debt leverage will improve to
the low to mid 6 times level by the end of 2016 aided by IPO
proceeds and mid-single digit percentage profit growth. With the
debt repayment and refinancing activity, interest expense will
decrease by about $500 million annually. With lower interest and
modestly improving profits, Moody's estimates that free cash flow
will exceed $800 million in 2016.

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

The positive outlook reflects Moody's expectation that First Data
will continue to de-leverage its balance sheet over the next two
years with adjusted debt to EBITDA decreasing to below 6 times
through a combination of debt repayment and profit growth. Moody's
expects First Data to generate low to mid-single digit percentage
revenue growth with adjusted EBITDA approaching $3 billion by the
end of 2016.

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

Rating assigned:

Issuer: First Data Corporation

-- Senior Secured First Lien Notes, B1 (LGD-3)

-- Senior Secured Second Lien Notes, Caa1 (LGD-5)

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



FIRST DATA: S&P Rates 1st Lien Notes 'BB' & 2nd Lien Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to Atlanta-based global payment
technology solutions company First Data Corp.'s proposed $1 billion
first-lien notes due 2024.  The '1' recovery rating indicates S&P's
expectation of very high (90% to 100%) recovery in the event of
payment default.

At the same time, S&P assigned its 'B' issue-level rating and '5'
recovery rating to the company's proposed $2.2 billion second-lien
notes due 2024.  The '5' recovery rating indicates S&P's
expectation of modest (10% to 30%; upper half of the range)
recovery in the event of payment default.

S&P expects that First Data will apply net proceeds from the
proposed offerings to repay its $1 billion 8.75% second-lien notes
due 2022 and $2 billion 8.25% second-lien notes due 2021.

RATINGS LIST

First Data Corp.
Corporate Credit Rating                B+/Stable/--

New Rating

First Data Corp.
$1 bil. first-lien notes due 2024    
Senior Secured                         BB
  Recovery Rating                       1
$2.2 bil. second-lien notes due 2024
Senior Secured                         B
  Recovery Rating                       5H



FOREST PARK MEDICAL: Might Put Dallas Hospital Into Chapter 11
--------------------------------------------------------------
Bill Hethcock at the Dallas Business Journal reports that the
management company of Forest Park Medical Center in Dallas is
considering putting the hospital into Chapter 11 bankruptcy
protection to obtain financing to reorganize and reopen the
hospital.

Sheryl Jean at The Dallas Morning News quoted Todd Furniss,
chairman of the management company for the Forest Park system, as
saying, "We're looking at Chapter 11 filing with
debtor-in-possession financing from another source."

The Dallas Morning News, citing Mr. Furniss, explains that the
hospital closed because its lender Callidus Capital Corp. had not
funded a draw down for just over $1 million against its revolving
line of credit.  FPMC Services, the Dallas-based operator of the
hospital, said a letter dated Oct. 30, 2015, to a state agency that
oversees layoffs, that the closure of the hospital last Friday is
expected to be permanent, The Dallas Morning News relates.  The
letter, according to Business Journal, states that about 196 people
will be laid off.

The hospital possibly could reopen by the weekend if it obtains the
financing it needs, Business Journal states, citing Mr. Furniss.
The report says that if the hospital reopens, it would be the
second hospital in the for-profit Forest Park system to be
operating in Chapter 11.

Business Journal, citing an Oct. 30, 2015 letter to state
officials, says that the closure of the hospital and its failure to
pay workers was brought on by a lender backing out of an expected
loan.

                    About Forest Park Medical

Forest Park Medical Center at Frisco, LLC filed Chapter 11
bankruptcy petition (Bankr. E.D. Tex. Case No. 15-41684) on
Sept. 22, 2015.  The petition was signed by Michael Miller, the
CRO.  The Debtor estimated assets and liabilities in the range of
$10 million to $50 million.

The Debtor is a doctor-owned Texas limited liability company that
owns and operates a 54-bed state-of-the-art medical facility,
including 30 private rooms, 14 family suites, and 10 intensive care
rooms in Frisco, Texas.

Hon. Brenda T. Rhoades is assigned to the case.

Lewis Brisbois Bisgaard & Smith LLP serves as counsel to the
Debtor.


FORTRESS RESOURCES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fortress Resources, LLC
           dba McCoy Elkhorn Coal Company
        PO Box 247
        Wise, VA 24293-0247

Case No.: 15-70730

Chapter 11 Petition Date: November 5, 2015

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Pikeville)

Debtor's Counsel: Thomas W. Bunch, II, Esq.
                  BUNCH & BROCK
                  271 West Short Street, Suite 805
                  Lexington, KY 40507-1217
                  Tel: (859) 254-5522
                  Email: TOM@BUNCHLAW.COM

Total Assets: $98.33 million

Total Debts: $31.29 million

The petition was signed by Gary J. Smith, president & CEO.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Jennmar Corporation                                    $550,054
PO Box 640339
Pittsburgh, PA 15264-0339

Jarisa, Inc.                                           $508,955
PO Box 536
Neon, KY 41840

Drill Steel Services                                   $402,603
4898 Hwy 15
Whiteburgh, KY 41858

Fannin Enterprises Inc.                                $282,497
PO Box 981
Allen, KY 41601

Tramco Services Inc.                                   $279,590
141 Campbells Creek Drive
Charleston, WV 25306

Anthem Blue Cross Blue Shield                          $260,946
PO Box 105124
Atlanta, GA 30348-5124

Brickstreet Insurance                                  $216,827

Barnette Contractors, LLC                              $213,847

L&L Excavation                                         $213,671

Industrial Supply Co.                                  $185,565

Central Hydraulics Service         Services            $180,177

Gauley Robertson                                       $154,675

Caroll Engineering Co.             Services            $149,955

Coalfield Lumber Inc.                                  $144,705

Phillips Machine Service                               $144,489

Xpress Service & Sales                                 $137,579

Joy Global Underground Mining                          $120,222

Bills Electronics Inc.             Vendor              $118,383

Smith-Manus                                            $106,368

J Lok Corporation                                       $99,160


FORTRESS RESOURCES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Fortress Resources, LLC, filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,158,951
  B. Personal Property           $96,180,853
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $24,055,838
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $70,612
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,165,124
                                 -----------      -----------
        TOTAL                    $98,339,804      $31,291,576

A copy of the Schedules is available for free at:

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

                     About Fortress Resources

Fortress Resources, LLC, dba McCoy Elkhorn Coal Company, filed
Chapter 11 bankruptcy petition (Bankr. E.D. Ky. Case No.
15-70730) on Nov. 5, 2015.  The petition was signed by Gary J.
Smith as president & CEO.  The Debtor listed total assets of $98.33
million and total liabilities of $31.29 million.  The Debtor has
engaged Bunch & Brock as counsel.


FORTRESS RESOURCES: Seeks to Employ Bunch & Brock as Counsel
------------------------------------------------------------
Fortress Resources, LLC, seeks authority from the Bankruptcy Court
to employ Bunch & Brock, at Lexington, Kentucky, as its bankruptcy
counsel to render legal services relating to the day-to-day
bankruptcy administration of its case and the various bankruptcy
issues that arise in connectin with the bankruptcy case.

The Debtor proposes to pay Bunch & Brock based upon its normal
billing hourly rates and to reimburse the firm for necessary
out-of-pocket expenses.

The Debtor believes that Bunch & Brock does not hold or represent
any interest adverse to it, and that Bunch & Brock and each of its
attorneys is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy code.

                     About Fortress Resources

Fortress Resources, LLC, dba McCoy Elkhorn Coal Company, filed
Chapter 11 bankruptcy petition (Bankr. E.D. Ky. Case No. 15-70730)
on Nov. 5, 2015.  The petition was signed by Gary J. Smith as
president & CEO.  The Debtor listed total assets of $98.3 million
and total liabilities of $31.3 million.  The Debtor has engaged
Bunch & Brock as counsel.


FRESH & EASY: Nov. 10 Meeting Set to Form Unsec. Creditors' Panel
-----------------------------------------------------------------
Andy Vara, Acting United States Trustee of Region 3, will hold an
organizational meeting on Nov. 10, 2015, at 10:00 a.m. in the
bankruptcy case of Fresh & Easy, LLC.

The meeting will be held at:

         The DoubleTree Hotel
         700 King St.
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee. Section 1103 of the
Bankruptcy Code provides that the Committee may consult with the
debtor, investigate the debtor and its business operations and
participate in the formulation of a plan of reorganization.  The
Committee may also perform other services as are in the interests
of the unsecured creditors whom it represents.



FTE NETWORKS: Jus-Com Signs $6-Mil. Credit Agreement with Lateral
-----------------------------------------------------------------
FTE Networks, Inc., entered into a credit agreement with Jus-Com,
Inc., an Indiana corporation and subsidiary of the Company as the
borrower, certain credit parties thereto, Lateral Juscom Feeder
LLC, as Administrative Agent for the several lenders party to the
Agreement, and the lenders, pursuant to which Jus-Com was given
term loans for an aggregate amount of $6,000,000 and may, subject
to the terms of the Agreement, receive an additional term loan for
$2,000,000.

The Initial Term Loans mature Oct. 28, 2017, unless earlier paid
and are evidenced by promissory notes.  The entire principal
balance of the Term Loans will be due and payable in cash on the
Maturity Date.  In addition, the entire principal balance of the
Term Loans will be due and payable in cash if the Redemption as
described herein expires and the Company fails (or is unable) to
accept for purchase in accordance with the redemption documents at
least 80% in aggregate principal amount of the senior secured
notes.

Concurrently with the execution of the Agreement, the Company
entered into a Guaranty and Security Agreement, with Jus-Com and
the Grantors named therein, in favor of Lateral, as administrative
agent for the Lenders and each other Secured Party, pursuant to
which the Company and each guarantor jointly and severally,
absolutely, unconditionally and irrevocably guaranteed, as primary
obligor, the full and punctual payment when due, of all the
obligations of Jus-Com under the Agreement and related transaction
documents.

In connection with the Agreement, the Company agreed to (i) issue
to Lateral and Lateral FTE Feeder LLC, a Delaware limited liability
company up to 163,441 shares of the Company's Series D Convertible
Preferred Stock, and (ii) designate 1,980,000 shares as Series F
Convertible Preferred Stock and issue up to 391,903 shares of such
Series F Stock, all convertible into shares of the Company's common
stock, $0.001 per share.  The Company and Lateral Parties entered
into a Registration Rights Agreement in connection with the
issuance of the New Shares, pursuant to which, amongst other
actions, the Company must file a registration statement with the
Securities and Exchange Commission with respect to the New Shares.

Concurrently with the execution of the Credit Agreement and the
Registration Rights Agreement, the Company entered into a
Redemption Rights Agreement with the Lateral Parties.  Under the
Redemption Agreement, the Company granted to the Lateral Parties,
the right, but not the obligation on the part of the Lateral
Parties, to require the Company to redeem from time to time, out of
funds legally available therefor, all or any part of the New Shares
for a redemption price stated therein.  

The Company, certain of its stockholders and the Lateral Parties
also entered into a Voting and Cooperation Agreement pursuant to
which stockholders agreed to vote in favor of or against certain
potential proposals.

Contemporaneously with the making of the Initial Term Loans, the
Company will commence a redemption of certain senior secured notes
of the Company issued in 2011 from noteholders.  Proceeds from the
Initial Term Loans will be used to fund the Redemption.

The Board of Directors of the Company authorized the designation of
a new series of preferred stock, the Series F Stock, out of its
available "blank check preferred stock" and authorized the issuance
of up to 1,980,000 of the Series F Stock.  The Company filed a
Certificate of Designation with the Secretary of State of the State
of Nevada on Nov. 2, 2015.  Under the Certificate of Designation,
such Series F Stock has various rights, privileges and preferences,
including: (i) a stated value of $4.00 per share; (ii) conversion
into 20 shares of Common Stock (subject to adjustments) upon the
filing of the amendment to the Company's Articles of Incorporation
incorporating a reverse stock split; and (iii) a liquidation
preference in the amount of the stated value.  

                     About FTE Networks, Inc.

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions.  FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.

As of June 30, 2015, the Company had $4.10 million in total assets,
$13.64 million in total liabilities and a $9.53 million total
stockholders' deficiency.

                        Bankruptcy Warning

"[W]e have not achieved a sufficient level of revenues to support
our business and development activities and have suffered
substantial recurring losses from operations since our inception,
which conditions raise substantial doubt that we will be able to
continue operations as a going concern.

"Management's plans are to continue to raise additional funds
through the sales of debt or equity securities.  Currently in
process, management's plans are to increase liquidity and enhance
capital resources by attempting to complete negotiations for a $6
million asset-based line of credit which is in the final phases of
the approval process and completion of refinancing $3.5 million of
senior secured notes which will generate an approximate $1.45
million of availability to be used for expansion of the business.
However, there is no assurance that additional financing, including
the aforementioned transactions, will be available when needed or
that management will be able to obtain and close financing on terms
acceptable to the Company and whether the Company will become
profitable and generate positive operating cash flow.  If the
Company is unable to raise sufficient additional funds, it will
have to develop and implement a plan to further extend payables and
reduce overhead until sufficient additional capital is raised to
support further operations, which would have a material adverse
effect on the Company's business, financial condition and results
of operations, and ultimately we could be forced to discontinue our
operations, liquidate and/or seek reorganization under the U.S.
bankruptcy code," the Company stated in its quarterly report for
the period ended June 30, 2015.


FTE NETWORKS: Offers to Buy 80% to 100% of Outstanding Notes
------------------------------------------------------------
FTE Networks, Inc., announced the commencement of a cash tender
offer to purchase 80% to 100% of its outstanding Senior Secured
Promissory Notes.  There is currently $3,514,511 aggregate
principal amount of Notes outstanding.

In connection with the Offer, the Company also entered into a
credit agreement with Jus-Com, Inc., an Indiana corporation and
subsidiary of the Company, as the borrower for approximately $8
million.  Continued availability of funds pursuant to the credit
agreement is subject to successful completion of the Offer, and
proceeds from the credit agreement will be used to fund settlement
of the Offer and to repay the Company???s current debt facility
with Amerifactors Financial Group, LLC.

Details of the Tender Offer

On Nov. 4, 2015, the Company commenced the Offer to purchase for
cash, upon the terms and subject to the conditions set forth in the
offer to purchase and the related letter of transmittal, up to an
aggregate of $3,514,511 principal amount, but not less than an
aggregate of $2,811,609 principal amount of the Notes.  These
amounts represent approximately 100% and 80% of the aggregate
principal amount of the outstanding Notes, respectively.  There is
no established trading market for the Notes.

The consideration for the Notes validly tendered pursuant to the
Offer is $400 per $1,000 principal amount of the Notes.  Holders of
Notes that validly tender their Notes prior to 11:59 p.m., New York
City time, on Nov. 19, 2015, will receive a premium, in addition to
the Tender Offer Consideration, equal to $100 per $1,000 principal
amount of the Notes validly tendered by such holders, so long as
such Notes are not validly withdrawn prior to the expiration of the
Offer.  The Offer will expire at 11:59 p.m., New York City time, on
Dec. 4, 2015, unless extended or earlier terminated.

Tendering holders of Notes that are accepted for payment will
receive the Tender Offer Consideration and Premium Consideration,
as applicable, for the tendered Notes on the applicable settlement
date.  An initial settlement date will occur on a business day the
Company chooses promptly following the satisfaction or waiver of
the conditions to consummation of the Offer, including the tender
of 80% of the aggregate principal amount of the outstanding Notes.
A final settlement date will occur promptly following expiration of
the Offer.  The final settlement date is expected to be the next
business day following expiration of the Offer, which is expected
to be Dec. 7, 2015.

                     About FTE Networks, Inc.

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions.  FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.

As of June 30, 2015, the Company had $4.10 million in total assets,
$13.64 million in total liabilities and a $9.53 million total
stockholders' deficiency.

                        Bankruptcy Warning

"[W]e have not achieved a sufficient level of revenues to support
our business and development activities and have suffered
substantial recurring losses from operations since our inception,
which conditions raise substantial doubt that we will be able to
continue operations as a going concern.

"Management's plans are to continue to raise additional funds
through the sales of debt or equity securities.  Currently in
process, management's plans are to increase liquidity and enhance
capital resources by attempting to complete negotiations for a $6
million asset-based line of credit which is in the final phases of
the approval process and completion of refinancing $3.5 million of
senior secured notes which will generate an approximate $1.45
million of availability to be used for expansion of the business.
However, there is no assurance that additional financing, including
the aforementioned transactions, will be available when needed or
that management will be able to obtain and close financing on terms
acceptable to the Company and whether the Company will become
profitable and generate positive operating cash flow.  If the
Company is unable to raise sufficient additional funds, it will
have to develop and implement a plan to further extend payables and
reduce overhead until sufficient additional capital is raised to
support further operations, which would have a material adverse
effect on the Company's business, financial condition and results
of operations, and ultimately we could be forced to discontinue our
operations, liquidate and/or seek reorganization under the U.S.
bankruptcy code," the Company stated in its quarterly report for
the period ended June 30, 2015.


FUTURE LAND: Moody's Assigns B1 Rating to USD Sr. Unsecured Bond
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Future Land
Development Holdings Limited's (FLDH) (Ba3 stable) proposed USD
senior unsecured bond.

The rating outlook is stable.

The proceeds of the notes will be used to repay some existing debt,
and for general corporate purposes.

RATINGS RATIONALE

"The proposed USD notes will improve FLDH's debt maturity profile
and lower its overall funding cost, because Moody's expects the
majority of the proceeds will be used to refinance the company's
higher cost debt," says Stephanie Lau, a Moody's Assistant Vice
President and Analyst.

The proposed issuance of the offshore bonds follows FLDH's
completion of RMB3 billion issuance in domestic corporate bonds.
Moody's views it is credit positive as it will improve the
company's liquidity profile, extend its debt maturity tenors and
lower its overall average weighted borrowing cost. The domestic
bond issuance completion was announced on 4 November 2015 and has a
maturity of five years.

The first tranche of the proposed bond is RMB3 billion with a
coupon rate of 4.5%. The majority of the proceeds will be used for
refinancing its domestic onshore debt.

Moody's believes that the proposed notes will strengthen FLDH's
liquidity profile and further help lower its average funding cost.
Moody's estimates that FLDH's cash holdings of RMB6.44 billion at
end-June 2015 and operating cash flow are adequate to cover its
maturing debt of RMB4.56 billion over the next 12 months and
committed land payments.

"The issuance of FLDH's proposed notes will not materially change
the company's credit metrics," adds Lau, who is also the Lead
Analyst for FLDH.

Moody's expects that FLDH's revenue/debt and EBIT coverage of
interest will measure around 120% and 3.0x respectively over the
next 12 months. Such results will continue to support its Ba3
corporate family rating and B1 senior unsecured bond ratings.

FLDH's Ba3 corporate family rating reflects its long and solid
track record in Jiangsu Province. The rating also takes into
account its size and scale; both factors of which are appropriate
for a Ba-rating level.

However, its Ba3 corporate family rating is constrained by the lack
of geographic diversification in its portfolio. This situation
exposes it to the volatility of regional economies.

Its investment in a Mainland A-share listed subsidiary, Future Land
Holdings Company Limited (unrated), also limits the free flow of
surplus cash within the group.

Moody's notes that FLDH is in the final stages of a restructuring
process which was approved by the China Securities Regulatory
Commission on 21 September 2015. The restructuring involves FLDH
listing its wholly owned subsidiary and flagship company ??? Future
Land Holdings Company Limited ??? on the Shanghai Stock Exchange as
an A-share company.

After the restructuring, FLDH will rely on its cash on hand,
property management profits and the dividends received from Future
Land Holdings Company Limited to service its debt.

Consequently, any change in the ownership structure of FLDH or
Future Land Holdings Company Limited by their single largest
shareholder and Chairman, Mr. Wang Zhenhua, could affect FLDH's
ratings.

Moody's has notched the rating of FLDH's senior unsecured bonds,
taking into consideration the subordination risk arising from its
priority debt and Future Land Holdings Company Limited's A-share
listing status in Mainland China.

The stable ratings outlook reflects Moody's expectation that the
company can maintain its strong sales results, adequate liquidity
position, and disciplined land acquisitions.

Upward pressure on the ratings is limited in the near term.
Nevertheless, upward ratings pressure may emerge over the medium
term if FLDH:

(1) Achieves its contracted sales targets over the next 1-2 years;

(2) Shows good financial discipline and expands cautiously, while
maintaining a sound liquidity profile and strong credit metrics.
Its cash holdings, for instance, should cover the short-term debt
held by its non-Mainland-listed property portfolio;

(3) Improves the balance of revenues and profits between its
non-Mainland-listed property portfolio and Jiangsu Future Land;
and/or

(4) Improves its credit metrics such that its EBIT/interest
coverage exceeds 4.0x-4.5x.

On the other hand, the ratings could be downgraded if FLDH:

1) Demonstrates a significant fall in sales;

(2) Materially increases its investments in projects funded by
debt;

(3) Shows evidence of a material weakening in balance-sheet
liquidity; in particular, if its cash/short-term debt coverage
falls below 1.0x;

(4) Demonstrates a deterioration in its credit metrics; in
particular, if EBIT/interest falls below 2.5x-3.0x, and/or
revenue/adjusted debt falls below 85%-90%;

(5) Exhibits substantially higher debt levels, and the liabilities
cannot be serviced by the company's own operating cash flow and the
expected dividends from Future Land Holdings Company Limited post
restructuring; and/or

(6) Exhibits any material reduction in its ownership of Future Land
Holdings Company Limited, or if Future Land Holdings Company
Limited's dividend payout policy changes, such that FLDH's expected
dividend income from Future Land Holdings falls.

Future Land Development Holdings Limited was founded in 1996 by its
Chairman, Mr. Wang Zhenhua. Mr. Wang has been in the property
development business in China since 1993. The company listed on the
Hong Kong Stock Exchange in November 2012.

At end-June 2015, FLDH's portfolio consisted of 97 projects in 19
cities in China. Its land bank totaled approximately 18.1 million
sqm of gross floor area in the same period.



GENIUS BRANDS: Sold 4.33 Million Common Shares
----------------------------------------------
Genius Brands International, Inc., entered into securities purchase
agreements with certain accredited investors pursuant to which the
Company sold an aggregate of 4,330,000 shares of its common stock,
par value $0.001 per share and warrants to purchase up to an
aggregate of 4,330,000 shares of Common Stock for a purchase price
of $1.00 per share and gross proceeds to the Company of $4,330,000.
The closing of the Private Placement was subject to certain
customary closing conditions and closed on
Nov. 3, 2015.

The Warrants are exercisable into shares of Common Stock for a
period of five years from issuance at an initial exercise price of
$1.10 per share, subject to adjustment in the event of stock
splits, dividends and recapitalizations.  The Company is prohibited
from effecting an exercise of the Warrants to the extent that as a
result of such exercise, the Investor would beneficially own more
than 4.99% (subject to increase up to 9.99% upon 61 days' notice)
in the aggregate of the issued and outstanding shares of Common
Stock, calculated immediately after giving effect to the issuance
of shares of Common Stock upon exercise of the Warrant.

Pursuant to the terms of the Purchase Agreements, beginning on the
closing date of the Private Placement and ending 60 days after the
Effective Date, the Company shall not issue any securities, subject
to certain exceptions.  Additionally, until the later of (i) such
time as the Investors, in the aggregate, hold less than 50% of the
Common Stock originally purchased by the Investors in the Private
Placement and the average daily trading volume of the Common Stock
for a period of 10 consecutive trading days is greater than $75,000
and (ii) the one year anniversary of the closing of the Private
Placement, the Company has agreed to not sell any securities,
subject to certain exceptions, at an effective per share price of
Common Stock less than the purchase price of the Common Stock sold
in the Private Placement then in effect.

In connection with the Private Placement, the Company's officers,
directors and 10% shareholders agreed to execute a lockup agreement
whereby they would be prohibited from disposing of any securities
held by them for a period of 90 days from the closing of the
Private Placement.

The Company has agreed to file a "resale" registration statement
with the Securities and Exchange Commission covering all shares of
Common Stock and Warrant Shares issued or issuable in the Private
Placement within 45 days of the closing of the Private Placement
and to maintain the effectiveness of the registration statement
until all securities have been sold or are otherwise able to be
sold pursuant to Rule 144

Chardan Capital Markets LLC acted as sole placement agent in the
Private Placement in consideration for which Chardan received a
cash fee of $300,000 and a five-year warrant to purchase up to
425,000 shares of Common Stock at an initial exercise price of
$1.20 per share.  The terms of the Placement Agent Warrant are
identical to the Warrants issued to the Investors in the Private
Placement except with respect to the exercise price thereof.

                       About Genius Brands

Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $3.72 million in 2014, a net
loss of $7.21 million in 2013, a net loss of $2.06 million in
2012 and a net loss of $1.37 million in 2011.

As of June 30, 2015, the Company had $16.44 million in total
assets, $4.33 million in total liabilities and $12.11 million in
total equity.


GENOIL INC: Incurs C$5.72 Million Net Loss in 2013
--------------------------------------------------
Genoil Inc. reported a net loss of C$5.72 million for the year year
ended Dec. 31, 2013, compared to a net loss of C$5.43 million for
the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had C$519,000 in total assets,
C$4.77 million in total liabilities and a C$4.25 million deficit.

In its report dated Oct. 30, 2015, MNP LLP, in Calagary, Alberta,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2013, citing that
the Company has a net loss and negative cash flows from operating
activities for the years-ended Dec. 31, 2013 and 2012 and, as at
this date, its current liabilities exceeded its current assets.
These conditions indicate the existence of a material uncertainty
that cast significant doubt about the Company's ability to continue
as a going concern.

A full-text copy of the Annual Report is available at:

                       http://is.gd/0zH8sT

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada. The Company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company specializes in
heavy oil upgrading, oily water separation, process system
optimization, development, engineering, design and equipment
supply, installation, start up and commissioning of services to
specific oil production, refining, marine and related markets.


GETTY IMAGES: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Seattle-based Getty Images 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 senior unsecured notes to 'CC' from 'CCC-'.  The '6'
recovery rating is unchanged, indicating S&P's expectation for
negligible recovery (0%-10%) of principal in the event of a payment
default.

S&P also affirmed its 'CCC+' issue-level rating on the company's
first-lien senior secured credit facilities.  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.

"The downgrade of Getty Images follow the company's announcement of
an offer to exchange up to $234 million of its existing 7% senior
unsecured notes due 2020 for $150 million in new 10.5% secured
first-lien notes due 2020," said Standard & Poor's credit analyst
Elton Cerda.  The existing senior noteholders will receive about 64
cents on the dollar.  S&P views the exchange as tantamount to a
default because the debtholders are not receiving the originally
promised value.  Upon completion of the exchange offer, S&P will
lower the corporate credit rating to 'SD' and the issue-level
rating on the existing senior unsecured notes to 'D' (default).
Additionally, S&P will reassess the issue-level and recovery
ratings on the senior secured first-lien credit facilities debt,
based on the new capital structure.

In conjunction with the exchange offer, Getty Images is planning to
issue an incremental $100 million 10.5% senior secured notes due
2020.  The company will use the proceeds from the incremental
offering to integrate and upgrade existing technology platforms, to
increase marketing spending, and for general corporate purposes.
If executed correctly, S&P believes that the technology platform
integration and upgrade could increase Getty Images' long-term
competitiveness.  From a financial perspective, the transaction
does not benefit Getty Images' financial risk profile. Total debt
outstanding and the company's interest burden will both increase
because the newly issue notes will carry high coupons.

S&P's adjusted debt leverage, which includes its adjustments for
operating leases and pensions, was about 9.5x for the 12 months
ended Sept. 30, 2015.  Pro forma for the proposed transaction,
adjusted debt leverage will remain near current level because the
additional debt mostly offsets the debt reduction from the exchange
transaction.  S&P expects a net increase of about $10 million in
annual interest expense as a result of the higher coupon on the new
secured notes.

"The negative rating outlook reflects our expectation that we will
lower the corporate credit rating on Getty to 'SD' if the company
completes the exchange offer under the proposed terms," said Mr.
Cerda.  "We would then raise the rating to the 'CCC' category,
based on our view of the company's long-term business prospects.
Separately, if the company is unable to complete the exchange
offer, we could raise the rating to 'CCC+'."



GLOBALSTAR INC: Appoints Kenneth Young as Director
--------------------------------------------------
Globalstar, Inc., announced that Kenneth M. Young has been
appointed to its Board of Directors as a Class C director.  Mr.
Young currently serves as president and CEO of Lightbridge
Communications Corporation, the largest independent wireless
engineering services and network management company in the world
and a recognized leader in providing wireless voice and data
turn-key services to the telecommunications industry.

Mr. Young has over 27 years of experience in the telecommunications
industry and has proven executive, operational, strategic and
financial expertise, including leading LCC, with over 8,000
employees, spanning 51 countries and four continents. His
experience is at the forefront of the transformation of modern
telco and cable systems into data centric, small cell, macro cell
and similar infrastructure.  Kenny's relationships are at the
highest level within North American and international cable and
wireless companies and he has also led the development of an
international consumer wireless application company, developed
international consumer and B2B brand strategies, created a Fortune
500 enterprise sales operation, as well as leading a unique program
designed to create and market consumer and B2B products using SBC,
BellSouth and Cingular Wireless assets and resources.

"With his demonstrated track record in the global telecom industry,
I am pleased to welcome Kenny to Globalstar's board," said Jay
Monroe, Chairman and CEO of Globalstar.  "We have known Kenny for
many years and identify him as one of the preeminent leaders in
this industry.  His experience, including successful partnerships
with various enterprise and wireless carriers across the U.S,
Europe, Latin America and Asia, is a highly valued asset for
Globalstar as we evolve the Company to encompass both unique global
satellite as well as terrestrial wireless infrastructure. Kenny
recognizes the potential for a truly global network within the
assets of Globalstar."

The Board of Directors expects to appoint Mr. Young to committees
of the board in connection with its annual appointments in early
2016.  As compensation for his services, Mr. Young will be granted
options to purchase 200,000 shares of voting common stock, which
vest over a three-year period.

                       About Globalstar, Inc.

Globalstar is a leading provider of mobile satellite voice and
data services.  Globalstar offers these services to commercial and
recreational users in more than 120 countries around the world.
The company's products include mobile and fixed satellite
telephones, simplex and duplex satellite data modems and flexible
service packages.  Many land based and maritime industries benefit
from Globalstar with increased productivity from remote areas
beyond cellular and landline service.  Globalstar customer
segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy
construction, emergency preparedness, and business continuity as
well as individual recreational users.  Globalstar data solutions
are ideal for various asset and personal tracking, data monitoring
and SCADA applications.

Globalstar reported a net loss of $463 million in 2014, a net loss
of $591 million in 2013 and a net loss of $112 million in 2012.

As of Sept. 30, 2015, Globalstar had $1.26 billion in total assets,
$1 billion in total liabilities, and $263 million in total
stockholders' equity.


GLOBALSTAR INC: Posts $24.1 Million Net Income for Third Quarter
----------------------------------------------------------------
Globalstar, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $24.1
million on $23.7 million of total revenue for the three months
ended Sept. 30, 2015, compared to net income of $129 million on
$23.4 million of total revenue for the same period a year ago.

For the nine months ended Sept. 30, 2015, the Company recorded net
income of $99.1 million on $67.7 million of total revenue compared
to a net loss of $555 million on $67.97 million of total revenue
for the same period during the previous year.

As of Sept. 30, 2015, Globalstar had $1.26 billion in total assets,
$1 billion in total liabilities and $263 million in total
stockholders' equity.

Jay Monroe, Chairman and CEO of Globalstar, commented, "During the
quarter, we continued to push forward on our ground infrastructure
upgrades, while also building out our sales infrastructure and
distribution networks in new geographies and developing new
products for Duplex, SPOT and Simplex.  I am pleased to announce
that the first test calls over our second-generation ground network
were recently completed.  The calls originated at our network
operations center in California, went over the satellite network,
landed at our newly installed Radio Access Network ("RAN")
equipment and then routed through the Ericsson core network before
entering the public switch.  The transition to the next generation
ground network remains on schedule and will be completed across our
network next year.  Although growth in foreign revenue has been
negatively impacted by the strong dollar, we continue to add a
significant number of subscribers to the network.  Gross SPOT and
Duplex subscriber additions increased 14% and 18%, respectively,
over the same period last year.  SPOT is gaining strong traction as
a brand in South and Central America. Finally, although our
rulemaking proposal to the FCC authorizing TLPS is progressing at a
slower pace than we expected, we completed a material ex parte
filing in early September.  This filing provided additional
confirmatory data regarding a real-world deployment and highlighted
the capacity benefits of TLPS to all users in a network while
providing further evidence of the successful coexistence between
TLPS and current Wi-Fi services.  We expect the process to continue
to be very active in the fourth quarter and are looking forward to
a successful completion of the proceeding."

A full-text copy of the Form 10-Q is available for free at:

                      http://is.gd/MisEh6

                      About Globalstar, Inc.

Globalstar is a leading provider of mobile satellite voice and
data services.  Globalstar offers these services to commercial and
recreational users in more than 120 countries around the world.
The company's products include mobile and fixed satellite
telephones, simplex and duplex satellite data modems and flexible
service packages.  Many land based and maritime industries benefit
from Globalstar with increased productivity from remote areas
beyond cellular and landline service.  Globalstar customer
segments include: oil and gas, government, mining, forestry,
commercial fishing, utilities, military, transportation, heavy
construction, emergency preparedness, and business continuity as
well as individual recreational users.  Globalstar data solutions
are ideal for various asset and personal tracking, data monitoring
and SCADA applications.

Globalstar reported a net loss of $463 million in 2014, a net loss
of $591 million in 2013 and a net loss of $112 million in 2012.


GNK LLC: Case Summary & 2 Largest Unsecured Creditor
----------------------------------------------------
Debtor: GNK, LLC
        PO Box 1268
        Phenix City, AL 36868

Case No.: 15-31102

Chapter 11 Petition Date: November 5, 2015

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

Judge: Hon. Jerry C. Oldshue Jr.

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON, FORD, ET AL.
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: 850-438-1111
                  Fax: 850-432-8500
                  Email: jsf@whsf-law.com

Total Assets: $1.77 million

Total Liabilities: $1.51 million

The petition was signed by Kenneth L. Funderburk, managing member.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb15-31102.pdf


GREYSTONE LOGISTICS: Reports $5.57 Million Sales for 1st Quarter
----------------------------------------------------------------
Greystone Logistics, Inc., reported first quarter sales of
$5,569,981 for the three months ended Aug. 31, 2015, compared to
$6,066,371 for the prior period.  The Company reported net income
of $48,396 for the quarter ended Aug. 31, 2015, compared to
$352,673 for the prior period.  The company reported a net loss
attributable to common shareholders of $(91,315), $(0.00) per
share, compared to net income attributable to common shareholders
of $214,498, $0.01 per share, for the three months ended Aug. 31,
2015 and 2014, respectively.

"For the past several months, Greystone has been preparing for
expected growth in our heavy duty pallet sales," stated Warren
Kruger, CEO.  Kruger continued, "The costs associated with this
effort has had an impact on our reported earnings.  As discussed
previously, our new generation lighter-weight 100% recycled plastic
48x40 pallet that hits weight requirements with OSHA has been given
high marks at many testing facilities in the U.S. and based on that
testing, we have just received an initial 40,000-unit purchase
order.  A new enhanced mold that is expected to be in full
production within two months is on order.  To meet expected demand,
Greystone has ordered an additional injection molding machine which
should be operational in about March 2016. This new machine will be
manufacturing the new generation 48X40 pallet.  Greystone's plastic
tolling services to TriEnda Holdings, LLC are expected to be in
full production within the next month which will provide additional
revenue.  We are continuing to broaden our base of products and
customers to enhance our growth in the future."

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

As of Aug. 31, 2015, the Company had $15.39 million in total
assets, $16.59 million in total liabilities and a $1.20 million
total deficit.


GT ADVANCED: Has Deal With Apple on Auction of ASF Furnaces
-----------------------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors ("GTAT")
ask the U.S. Bankruptcy Court for the District of New Hampshire to
approve their settlement agreement with Apple Inc. and Apple's
affiliate Platypus Development LLC and authorize the sale of
advanced sapphire furnaces ("ASF Furnaces") and related equipment
currently located at the facility in Mesa, Arizona, free and clear
of all liens, claims, encumbrances and interests to the winning
bidders through an auction to be held on or before Nov. 23, 2015.

GTAT relates that it has been unable, despite its best efforts, to
sell any of its more than 2,100 ASF Furnaces located in the Mesa
Facility.  GTAT further relates that the Adequate Protection and
Settlement Agreement ("Original Apple Settlement Agreement"), dated
Dec. 15, 2014, between GTAT and the Apple Parties, requires GTAT to
turn over to Apple the Mesa Facility in "broom clean" condition by
Dec. 31, 2015 and that failure to do so could give rise to a breach
under the Original Apple Settlement Agreement and the Amended and
Restated Facility Lease Agreement, dated December 15, 2014, between
GTAT Corp. and Apple Platypus ("Mesa Lease"), that would entitle
Apple to administrative expense claims against GTAT.

GTAT tells the Court that in an effort to comply with its
obligations under the Original Apple Settlement Agreement and the
Mesa Lease, GTAT filed its Crating Motion, which sought to incur
authorization to incur the costs to de-install, crate and move into
storage its ASF Furnaces and related sapphire growth and
fabrication equipment located at the Mesa Facility.  GTAT further
tells the Court that since the filing of the Crating Motion, GTAT
has begun the process of de-installing, crating and removing the
Mesa equipment.  GTAT relates that it has expended approximately
$7.5 million on the crating project and currently estimates that
the total cost of the crating project is approximately $17 million.
GTAT further relates that approximately 364 ASF Furnaces at the
Mesa Facility have been fully crated.
GTAT engaged in discussions with Apple to come to a consensual
resolution regarding the fate of more than 2,100 ASF Furnaces in
the Mesa Facility, as well as GTAT's obligation to pay the Apple
Repayment Amount upon the sale of ASF Furnaces and an extension of
the looming December 31, 2015 deadline to vacate the Mesa Facility.
GTAT further contends that while Apple did not agree to extend the
December deadline, it indicated that it would be prepared to
relieve GTAT of its obligation to pay the Apple Repayment Amount as
part of a global resolution of issues relating to the Mesa
Facility.

GTAT, the Apple Parties and GTAT's DIP lenders reached a global
settlement, which contains these terms, among others:

     (a) By Nov. 23, 2015, the Debtors will conduct an auction  of
the ASF Furnaces currently located at the Mesa Facility, with GTAT
receiving 50% of the Net Proceeds of all ASF Furnaces sold in such
auction and with the remaining 50% of Net Proceeds being
distributed to Apple;

     (b) The Debtors will have the option, with the consent of the
DIP Lenders, to retain up to 364 ASF Furnaces currently located at
the Mesa Facility ("Retained Furnaces").  If the Debtors sell or
otherwise dispose of, on or before Dec. 15, 2018, any Retained
Furnaces or any ASF Furnaces currently in inventory at the Debtors'
other facilities, the Debtors will retain 50% of the Net Proceeds
of such sale, with the remaining 50% of Net Proceeds being
distributed to Apple;

     (c) On Nov. 25, 2015, title to any ASF Furnaces located at the
Mesa Facility other than the Sold Furnaces and the Retained
Furnaces ("Excess Furnaces") will immediately and automatically and
without need for further order of the Court transfer to Apple, free
and clear of all liens, claims, encumbrances and interests. Apple
agrees that it will scrap all of the Excess Furnaces at its own
cost and expense, with proceeds from the scrapping of such
furnaces, net of the costs of such scrapping, to be distributed 50%
to the Debtors and 50% to Apple.

     (d) Each party will release and forever discharge the other
for any and all claims, losses, liabilities, damages and causes of
action, whether known or unknown, relating to Original Apple
Settlement Agreement, the Mesa Lease, including, without
limitation, the Mesa Fire, the warehouse lease, the prepetition
Apple contracts and any other aspect of their business
relationship; provided, however, that the parties are not releasing
each other from any liability for claims arising after the date of
the Mesa Settlement Agreement.  In other words, the Mesa Settlement
Agreement extinguishes a $439 million claim of Apple against GTAT.

GT Advanced Technologies is represented by:

          Luc A. Despins, Esq.
          Andrew V. Tenzer, Esq.
          James T. Grogan, Esq.
          G. Alexander Bongartz, Esq.
          PAUL HASTINGS LLP
          Park Avenue Tower
          75 East 55th Street, First Floor
          New York, NY 10022
          Telephone: (212)318-6000
          Facsimile: (212)319-4090
          E-mail: lucdespins@paulhastings.com
                  andrewtenzer@paulhastings.com
                  jamesgrogan@paulhastings.com
                  alexbongartz@paulhastings.com

               - and -

          Daniel W. Sklar, Esq.
          Holly J. Barcroft, Esq.
          NIXON PEABODY LLP
          900 Elm Street
          Manchester, NH 03101-2031
          Telephone: (603)628-4000
          Facsimile: (603)628-4040
          E-mail: dsklar@nixonpeabody.com
                  hbarcroft@nixonpeabody.com

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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

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



HAIMARK LINE: Files for Ch. 11 Due to Unresolved Claim With Clipper
-------------------------------------------------------------------
Haimark Line, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 15-22180) on Oct. 30, 2015, estimating
its assets and liabilities at between $1 million and $10 million.
The petition was signed by Marcus Leskovar, managing partner.

The Chapter 11 filing was prompted by an unresolved claim with
Clipper Cruises, the owner of the 210-passenger Saint Laurent, that
arose after the collision, Tom Stieghorst at Travel Weekly reports,
citing Thomas Markwell, managing partner for sales and marketing at
the Company.  Travel Weekly relates that Saint Laurent, the
Company's only ship, was out of service for a month this summer
after it struck a lock navigating the St. Lawrence Seaway.  Four
cruises were canceled, the report adds.

Travel Weekly quoted Mr. Markwell as saying, "We remain very
optimistic that it will be remedied this week and we will be able
to rescind the filing."

Judge Sidney B. Brooks presides over the case.

Jeffrey S. Brinen, Esq., at Kutner Brinen Garber, P.C., serves as
the Company's bankruptcy counsel.

Haimark Line, Ltd., is headquartered in Lakewood, Colorado.


HD SUPPLY: Plans to Revise Previously Issued Q3 2015 Outlook
------------------------------------------------------------
As part of a presentation at the 2015 Goldman Sachs Industrial
Conference on Nov. 4, 2015, HD Supply Holdings, Inc., HD Supply,
Inc.'s parent company, intends to revise its previously issued
third-quarter 2015 outlook.  Based on information available as of
Nov. 3, 2015, the Company estimates net sales in the third quarter
of fiscal 2015, which ended on Nov. 1, 2015, to be in the range of
$2,000 million to $2,020 million, third quarter of fiscal 2015
Adjusted EBITDA in the range of $262 million to $268 million, and
third quarter of fiscal 2015 Adjusted net income per diluted share
in the range of $0.64 to $0.67.  The third quarter fiscal 2015
Adjusted net income per diluted share range assumes a fully diluted
weighted average share count of 202 million.

The slide presentation is available for free at:

                        http://is.gd/EKFA1E

                          About HD Supply

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

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

                           *     *     *

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

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


HEALTH NET: Fitch Retains 'BB+' IDR on CreditWatch Negative
-----------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative and affirmed
the 'BBB' Insurer Financial Strength ratings of certain Health Net
Inc. (HNT) subsidiaries.  The Rating Outlook is Negative.  HNT's
'BB+' Issuer Default Rating and 'BB' senior unsecured notes remain
on Rating Watch Negative.

Today's rating action follows the completion of a periodic review
of HNT's ratings.  Fitch placed HNT on Rating Watch Negative on
July 3, 2015, following the company's announcement that it had
entered into a definitive agreement under which it would be
acquired by Centene Corp. (CNC).  Fitch expects the HNT-CNC merger
will close in early 2016, and HNT's ratings will be primarily be
shaped by CNC's post-acquisition consolidated credit quality. Fitch
does not currently maintain public ratings on CNC.

The ratings affirmation reflects Fitch's view that HNT's IFS
ratings will remain at the current level upon close of the merger
with CNC.  The Negative Outlook on HNT's IFS ratings reflects
potential execution risks as CNC integrates HNT and continues on
its current rapid growth rate.

The continued Negative Rating Watch on HNT's holding company
ratings reflects CNC's expected post acquisition debt-to-EBITDA and
debt-to-capital ratios that are outside of Fitch guidelines for
typical notching between insurance operating company and holding
company ratings.  Upon the close of the merger, Fitch expects to
downgrade HNT's IDR and senior notes by one notch.

'Scores' underlying HNT's ratings and the factor's forward trend
are discussed below under Key Rating Drivers.  Collectively, these
scores support HNT's IFS ratings and its negative rating.

KEY RATING DRIVERS

Market Position and Size/Scale scored 'bbb+', and Fitch believes
this score will migrate upward to 'a-' once the acquisition closes.
The combined HNT-CNC membership will be meaningfully more diverse
from a geographic perspective than HNT's membership has been
historically.  Fitch believes that this is favorable from a ratings
perspective because it reduces the company's exposure to economic,
competitive, and regulatory conditions in any single market.  CNC
currently has members in 23 states while HNT has members in three
and its Western Region operation is heavily concentrated in
California from which it derives roughly 90% of its membership.

The combined HNT-CNC organization's membership will also be more
diverse from a product perspective than HNT's has been on its own
with significant portions derived from Medicaid, TRICARE and
commercial products.  Fitch estimates that the combined HNT-CNC
organization will have over 10 million members.

Financial Performance and Earnings scored 'bbb-' and Fitch believes
this score will migrate upward to 'bbb' once the acquisition
closes.  The combined HNT-CNC organization will have a meaningfully
larger revenues and earnings profile than HNT's stand-alone
profile.  Based on annualized financial results through Sept. 30,
2015, the combined company's revenue would be approximately $38
billion and earnings would be $527 million.  HNT and CNC have
disclosed that they expect to realize approximately $150 million of
synergy-related expense savings within two years after the
acquisition's close.  Expense savings of $150 million would add
approximately 40 basis points to Fitch's estimate of the two
companies' combined pro-forma nine month 2015 EBITDA-to-revenues
margin of 3.3%.

Capitalization and Financial Leverage scored 'a-' and and Fitch
believes this score will migrate downward to 'bbb-' once the
acquisition closes.  Fitch projects a combined HNT-CNC
organization's debt-to-EBITDA of 3.3x using rolling four quarters
EBITDA for both companies and management's estimate of $4.1 billion
in debt following the merger.  Debt-to-capital is expected to be
roughly 46% at the acquisition's close.  At Sept. 30, 2015, HNT's
comparable ratios were 1.4x and 26% respectively.  Fitch also
believes that HNT's insurance company subsidiaries' NAIC risk-based
capital (RBC) ratios may be managed to moderately lower levels
consistent with CNC's insurance company subsidiaries.

Debt Service Capabilities and Financial Flexibility scored 'a' and
the ratio EBITDA-to-interest expense has shown considerable
improvement through the first nine months of 2015 increasing to
15.7x.  Fitch believes that this score will decline to 'bbb+' once
the acquisition closes as financial flexibility could be limited
after the material increase in debt to fund the acquisition.
Further, Fitch estimates a post-close interest coverage ratio below
6x assuming an annual interest expense of approximately $230
million.

RATING SENSITIVITIES

Following the planned acquisition's close, HNT's ratings and
Outlook will be most sensitive to CNC's mid-to-long-term financial
leverage metrics, ability to generate consistent earnings in light
of its rapid membership growth and efforts to integrate HNT, and
ability to benefit from the combined CNC-HNT organization's larger
and more diversified market position.

Fitch would likely affirm HNT's ratings if the merger failed to
close.

These ratings remain on Rating Watch Negative:

Health Net Inc.

   -- Long-term IDR 'BB+';
   -- 6.375% senior notes due June 2017 'BB'.

These ratings were affirmed with a negative rating outlook and
removed from Rating Watch Negative:

Health Net Of California, Inc
Health Net of Arizona, Inc
Health Net Health Plan of Oregon, Inc

   -- IFS at 'BBB'.



HERCULES OFFSHORE: Moody's Assigns 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Hercules
Offshore, Inc., including a Caa1 Corporate Family Rating (CFR), a
Caa1-PD Probability of Default Rating (PDR), a Caa1 rating to the
company's proposed $450 million first lien senior secured term loan
due 2020 and a SGL-3 Speculative Grade Liquidity Rating. These
rating assignments relate to the company's exit financing as it
emerges from Chapter 11 bankruptcy, after its Joint Pre-Packaged
Plan of Reorganization was confirmed by the Bankruptcy Court. The
rating outlook is negative.

In August 2015, Hercules filed a pre-packaged plan of
reorganization under Chapter 11 of the US Bankruptcy Code to
continue its financial restructuring. The pre-packaged plan
provided for approximately $1.2 billion of the company's
outstanding senior notes to be converted to 96.9% of new common
equity, and $450 million in new debt financing through a first lien
senior secured term loan to fund the remaining construction cost of
the Hercules Highlander and provide additional liquidity to fund
the Company's operations. Hercules' assigned ratings are contingent
upon closing of the exit financing, including funding of $250
million in gross proceeds from the term loan to the company, and
funding of the remaining $200 million from the term loan into an
escrow account to fund the remaining construction cost of the
Hercules Highlander. Our ratings are subject to review of all final
documentation.

"Hercules' recapitalization and extinguishment of $1.2 billion of
existing debt significantly improves its leverage and near term
liquidity," said Moody's Vice President, Amol Joshi. "While the
proposed exit financing will allow Hercules to bring the Hercules
Highlander into operation, like other offshore drillers, Hercules
will likely face challenges in securing new contracts at reasonable
dayrates for its rig fleet because of overcapacity in the offshore
drilling sector and reduced E&P activity."

Assignments:

Issuer: Hercules Offshore, Inc.

-- Corporate Family Rating of Caa1

-- Probability of Default Rating of Caa1-PD

-- Speculative Grade Liquidity Rating of SGL-3

-- $450 million Senior Secured Term Loan due 2020, Rated Caa1
(LGD3)

-- Outlook: Negative

RATINGS RATIONALE

Hercules' Caa1 CFR reflects sparse contract coverage over the next
12 months and its aging fleet relative to its peers, while
benefitting from improved liquidity via its bankruptcy exit
financing. The Hercules Highlander, a high specification newbuild
jackup rig, is expected to commence its drilling contract with
Maersk Oil North Sea UK Limited later in the second half of 2016
for a period of five years. The other high specification jackup
rigs, Hercules Triumph and Hercules Resilience, do not have
contracts. In addition, Hercules' large fleet of standard
specification jackup rigs is older than many of its peers and makes
Hercules potentially more vulnerable to oversupply in the industry.
Although Hercules' ratings are supported by its improved liquidity
post exit financing, they are constrained by the expectation that
the company will generate negative cash flow through 2016 amid soft
industry conditions for offshore drillers.

Hercules SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile through 2016. Despite the expected
negative cash flow through 2016 and its limited access to external
sources of liquidity in the absence of a revolving credit facility,
Hercules is expected to have sufficient cash balances through 2016
pro forma for the $450 million senior secured first lien term loan
due 2020. The term loan agreement requires Hercules to maintain at
least $100 million in liquidity through June 2016, which
subsequently drops to $75 million through the end of 2016. The
company also has a maximum first lien debt-to-EBITDA financial
covenant, commencing at 6.0x in the first quarter of 2017 and
stepping down to 3.5x by the end of 2017. Hercules will need to
generate significant EBITDA to maintain compliance beginning in
2017.

The senior secured term loan due 2020 is rated the same as the Caa1
CFR, reflecting its priority claim to the company's assets. The
proceeds from Hercules' exit financing are expected to be used to
fund the final payment for the Hercules Highlander, exit-related
costs, and other general corporate purposes.

The outlook is negative. Although Hercules has lower leverage and
improved liquidity as it emerges from bankruptcy, its leverage
metrics may not sufficiently improve to comply with its financial
covenants in 2017 if soft industry conditions continue, despite the
expected EBITDA contribution from the Hercules Highlander once it
commences operations later in the second half of 2016.

The ratings could be downgraded if liquidity deteriorates below
$100 million or the company fails to get covenant relief in the
event that its cash flow does not significantly improve in order to
comply with its covenants in 2017. A material delay related to the
construction of the Hercules Highlander or extended downtime
related to its rigs could result in a downgrade. Although ratings
are unlikely to be upgraded through 2016, ratings could be upgraded
in the longer term if Hercules' leverage ratio declines towards
4.0x while maintaining sufficient room under its covenants along
with adequate liquidity, and the company secures sufficient
contract coverage for its rig fleet.

Hercules Offshore, Inc. is a global provider of offshore contract
drilling and liftboat services to the oil and gas industry.
Headquartered in Houston, Texas, the company operates principally
in the shallow-water region of the Gulf of Mexico and in a number
of international locations.



HIG HOLDINGS: S&P Assigns 'B' Corp. Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services said that it assigned
Texas-based insurance services broker HIG Holdings Inc. (HIG) its
'B' long-term corporate credit rating.  At the same time, S&P
assigned a 'B' long-term corporate credit rating to Higginbotham
Insurance Agency Inc. (Higginbotham), a core subsidiary of HIG and
issuer of the debt.  The outlook is stable.

S&P also assigned Higginbotham's proposed $230 million first-lien
credit facilities, which consist of a $190 million term loan due
2021 and $40 million revolver due 2020, its 'B' debt ratings and
'3' recovery ratings (in the lower half of the range).  The '3'
recovery ratings indicate S&P's expectation of meaningful recovery
(50%-70%) in the event of default.

The 'B' counterparty credit rating on HIG reflects its weak
business risk profile (BRP) and highly leveraged financial risk
profile (FRP), as defined by S&P's corporate criteria.  HIG is the
largest privately held middle-market retail insurance broker in
Texas based on revenues.  The company was established in 1948 and
in 2009 partnered with Stone Point Capital to accelerate its growth
with additional financing capacity and industry expertise. However,
unlike many of its private-equity (PE) owned peers, HIG is
majority-owned by its management and employees, who S&P expects to
own approximately 68.8% of the group on a pro-forma basis
accounting for the new debt issuances.  S&P expects the remainder
of ownership to be by Stone Point Capital (approximately 30.1%) and
a few other investors (about 1%).

HIG intends to use the proceeds from the new first-lien credit
facilities and the expected issuance of an additional $50 million
in second-lien facilities to increase cash to finance a dividend
recapitalization, repay existing debt, and make future
acquisitions.

The stable outlook reflects S&P's expectations that HIG will
maintain stable credit metrics and generate enough cash flow to
support its acquisitive strategy and maintain pro-forma EBITDA
leverage ratios around 6.5x-6.7x by year-end 2015, with modest
improvements in leverage metrics in 2016 and 2017.  S&P also
expects the company to maintain heathy margins around 25%-28%
during the next two years.

S&P would consider a downward rating action within the next 12
months if organic growth or cash flow generation deteriorates
meaningfully, which could put pressure on execution of strategy and
increase the risk of an unfavorable combination of
higher-than-expected financial leverage and weaker-than-expected
EBITDA coverage.  The specific trigger points that could lead to a
downgrade include financial leverage of more than 7.5x and EBITDA
coverage less than 2.5x.

Although an upgrade is unlikely within the next 12 months, S&P
could raise the rating if cash flow generation were to improve
financial leverage and EBITDA coverage to a more conservative level
(financial leverage of less than 5.0x and EBITDA coverage of
4.0x-5.0x) that we would expect the company to sustain.



HOVENSA LLC: U.S. Trustee Amends Committee of Unsecured Creditors
-----------------------------------------------------------------
The U.S. Trustee notified the District Court of the Virgin Islands,
Bankruptcy Division, of the amended appointment of Creditors
Holding Unsecured Claims in the Chapter 11 case of Hovensa L.L.C.

The Committee now consists of;

   1. Pension Benefit Guaranty Corporation
      1200 K Street, NW
      Washington, DC 20005
      E-mails: serspinski.sven@pbgc.gov
               gran.christopher@pbgc.gov

   2. National Resource Corporation
      3500 Sunrise Highway, Suite 200
      Building 200
      Great River, NY 11730
      E-mails: mboivin@nrcc.com

   3. Atlantic Trading & Marketing, Inc.
      San Felipe Plaza - Suite 2100
      5847 San Felipe
      Houston, TX 77057
      E-mail: john.keough@clydeco.us

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

   5. United Industrial Workers of the
      Seafarers International Union, AFL-CIO
      P.O. Box 7630
      Christiansted, VI 00823
      E-mail: jmerchant@seafarers.org

As reported by the Troubled Company Reporter on Oct. 7, 2015, the
previous Committee members were:

   a) Pension Benefit Guaranty Corporation
   b) National Resource Corporation
   c) Atlantic Trading & Marketing, Inc.
   d) Turner St. Croix Maintenance, Inc.
   e) National Industrial Workers of the

                            About Hovensa

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

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

Judge Mary F. Walrath is assigned to the case.  The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel.  Prime
Clerk LLC is the Debtor's claims and noticing agent.  Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.

The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.


HUFFMAN CONSTRUCTION: "Claybar" Suit Remains Stayed
---------------------------------------------------
In the case captioned WARREN CLAYBAR, et al., Plaintiffs, v.
MICHAEL R. HUFFMAN, et al., Defendants, CIVIL ACTION 14-0205-WS-C
(S.D. Ala.), Chief Judge William H. Steele of the United States
District Court for the Southern District of Alabama, Southern
Division, granted the Renewed Motion to Withdraw as Counsel based
on the substantial showing that the defendants have failed to
communicate with their retained counsel, have failed to pay
substantial invoices now due and owing to counsel and third-party
vendors, and have otherwise failed to comply with the terms of
their engagement agreement.

The matter came before the Court for a Final Pretrial Conference on
October 21, 2015.  The stated purposes of the conference were not
only to make final preparations for the November 2015 non-jury
trial setting of the plaintiffs' claims against defendant Michael
R. Huffman, but also to resolve certain representation issues
raised by the defendants' counsel of record's Renewed Motion to
Withdraw, which set forth in detail defendants' history of
non-responsiveness and failure to pay invoices of both counsel and
third-party vendors (such as court reporters and videographers).

Judge Steele also imposed a sanction of default against Mr. Huffman
for willful disobedience, without cause, of multiple court orders
compelling his attendance at the Final Pretrial Conference, and
ordered the plaintiffs to file affidavits, exhibits and other
materials, together with a legal memorandum, that they deem
sufficient both to document and to explain the amount and character
of the damages sought, so as to prevent the requested damages award
from being either uncertain or speculative.

The action remains stayed as to defendant Huffman Construction,
Inc., whose bankruptcy proceedings are ongoing at this time.  Given
the withdrawal of Huffman Construction's counsel of record, the
burden shifts to the plaintiffs' counsel to file a written report
on or before the 10th day of each month to apprise the Court of the
current status of the Huffman Construction bankruptcy proceedings
and whether the automatic stay remains in effect as to the
plaintiffs' claims against that entity.  Upon the lifting of the
automatic stay and any resumption of these proceedings against
Huffman Construction, that the defendant will be required to make
arrangements to retain new counsel promptly, given the prohibition
on corporations appearing pro se in federal litigation.

A full-text copy of the Order dated October 23, 2015 is available
at http://is.gd/BvEUqRfrom Leagle.com.

Plaintiffs are represented by Brian McEwing, John P. Kavanagh, Jr.,
Esq. -- john.kavanagh@burr.com -- Burr Forman & Kasee Sparks
Heisterhagen, Esq. -- kasee.heisterhagen@burr.com --Burr & Forman,
LLP

Michael R. Huffman, Defendant, Pro Se.

Huffman Construction, Inc., sought protection under Chapter 11 of
the Bankruptcy Code on Feb. 24, 2015 (Bankr. N.D. Ind., Case No.
15-10261).  The Debtor's counsel is David R. Krebs, Esq., at Tucker
Hester Baker & Krebs, LLC, in Indianapolis, Indiana.  A list of the
Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/innb15-10261.pdf


ICTS INTERNATIONAL: Igal Tabori Reports 14.9% Stake as of Oct. 26
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Igal Tabori disclosed that as of Oct. 26, 2015, he
beneficially owned 1,202,483 shares of common stock of  
ICTS International N.V., representing 14.93 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/wYT7EH

                      About ICTS International

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has a history of
losses from continuing operations, negative cash flows from
operations and a working capital and shareholders' deficit.
Collectively, these conditions raise substantial doubt about the
Company's ability to continue as a going concern.


IHEARTCOMMUNICATIONS INC: Incurs $222 Million Net Loss in Q3
------------------------------------------------------------
iHeartCommunications, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $222 million on $1.57 billion of
revenue for the three months ended Sept. 30, 2015, compared to a
net loss attributable to the Company of $115 million on $1.63
billion of revenue for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss attributable to the Company of $661 million on $4.52
billion of revenue compared to a net loss attributable to the
Company of $726 million on $4.60 billion of revenue for the same
period a year ago.

As of Sept. 30, 2015, the Company had $13.5 billion in total
assets, $23.9 billion in total liabilities and a $10.5 billion
total shareholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                         http://is.gd/kNTRzL

                      About iHeartCommunications

iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners.  The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.

iHeartCommunications reported a net loss attributable to the
Company of $794 million in 2014, compared with a net loss
attributable to the Company of $607 million in 2013.

                         Bankruptcy Warning

"We and our subsidiaries may not generate cash flow from operations
in an amount sufficient to fund our liquidity needs.  We anticipate
cash interest requirements of approximately $1.6 billion during
2015.  At December 31, 2014, we had debt maturities totaling $3.6
million, $1,126.9 million (net of $57.1 million due to a subsidiary
of ours), and $8.2 million in 2015, 2016, and 2017, respectively.
We are currently exploring, and expect to continue to explore, a
variety of transactions to provide us with additional liquidity.
We cannot assure you that we will enter into or consummate any such
liquidity-generating transactions, or that such transactions will
provide sufficient cash to satisfy our liquidity needs, and we
cannot currently predict the impact that any such transaction, if
consummated, would have on us."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing or
future debt instruments may restrict us from adopting some of these
alternatives.  These alternative measures may not be successful and
may not permit us or our subsidiaries to meet scheduled debt
service obligations.  If we or our subsidiaries cannot make
scheduled payments on indebtedness, we or our subsidiaries, as
applicable, will be in default under one or more of the debt
agreements and, as a result we could be forced into bankruptcy or
liquidation," the Company stated in its 2014 Annual  Report.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

As reported by the TCR on May 21, 2013, Standard & Poor's Ratings
Services announced that its issue-level rating on San
Antonio, Texas-based Clear Channel's senior secured term loan
remains unchanged at 'CCC+' following the company's upsize of the
loan to $4 billion from $1.5 billion.  The rating on parent
company CC Media Holdings remains at 'CCC+' with a negative
outlook, which reflects the risks surrounding the long-term
viability of the company's capital structure.

As reported by the TCR on Feb. 4, 2015, Fitch Ratings has affirmed
the Issuer Default Rating (IDR) of iHeartCommunications, Inc.
(iHeart) at 'CCC'.


INVESTCORP BANK: Fitch Affirms 'BB' IDR, Outlook Remains Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
Investcorp Bank B.S.C. at 'BB' and the Viability Rating at 'bb'.
The Rating Outlook remains Stable.

KEY RATING DRIVERS - VIABILITY RATING, IDRs, SUPPORT RATING,
SUPPORT RATING FLOOR AND SENIOR UNSECURED DEBT

The rating affirmations reflect the company's strong client
franchise and high degree of brand name recognition in the Gulf,
supported by its track record and long-term relationships in the
region.  The ratings also reflect Investcorp's solid funding and
liquidity profile.  In particular, the long-dated debt and secured
financing for its co-investment portfolio reduces the impact of
refinancing and liquidity risk inherent in Investcorp's business
model of originating and syndicating alternative asset investments.
At the same time, Investcorp's regulatory framework as a bank and
designation as a domestic systemically important bank (D-SIB) by
the Central Bank of Bahrain add additional levels of risk
management, capital and liquidity requirements that other
alternative investment managers are not subject to.

Rating constraints include significant, albeit reduced, balance
sheet co-investments in private equity, hedge funds and real
estate; increased potential earnings volatility and placement risk
relative to peers, given that transactions are originated and
placed with investors on a deal by deal basis as opposed to raising
dedicated funds with an investment/re-investment period; and a
predominantly secured funding profile.

On Sept. 23, 2015, Investcorp announced the sale of a 9.9%
ownership stake in itself to a new Gulf-based institutional
shareholder for an aggregate amount of $137.8 million.  While the
identity of the new institutional shareholder has not been publicly
disclosed, Fitch views the transaction positively as it will likely
provide Investcorp a strategic partnership in its key growth region
as well as a potentially more stable equity base.

Proceeds from the share sale together with net earnings were used
to retire $166 million of outstanding preference shares. Investcorp
has now retired more than half of the preference shares raised in
2009.  Given the elevated dividend rate on preference shares of
L+9.75%, Fitch believes the company's fixed charge coverage ratio
has improved, which could provide economic flexibility to make
additional preferred share repurchases in the future, if executed
at a measured pace.

The Stable Outlook reflects Fitch's view that Investcorp's
liquidity, leverage and funding profile remain stable and could
continue to improve over the medium term, absent a material market
stress.

Investcorp's 'BB' long-term IDR is equalized with its 'bb'
Viability Rating based on Fitch's view of limited likelihood of
sovereign support.  This is reflected in the Support Rating of '5'
and the Support Rating Floor of 'No Floor'.  The Support Rating of
'5' reflects Fitch's view that external support cannot be relied
upon.  The Support Rating Floor of 'No Floor' reflects Fitch's view
that there is no reasonable assumption that sovereign support will
be forthcoming to Investcorp.

The affirmation of Investcorp's 'B' short-term IDR is based on the
affirmation of Investcorp's long-term IDR at 'BB' and maintains the
rating relationship between long-term and short-term IDRs as
outlined in Fitch's Global Bank Rating Criteria.

The senior unsecured debt is equalized with Investcorp's IDR
reflecting the expectation of average recovery prospects for the
debt class.

RATING SENSITIVITIES - IDRs, VIABILITY RATINGS, SUPPORT RATINGS,
SUPPORT RATING FLOORS, SENIOR UNSECURED DEBT

Fitch believes Investcorp's ratings are likely limited to the 'BB'
rating category in the near to intermediate term due to the
company's business model, earnings volatility and balance sheet
exposure to co-investments.  The company's deal-by-deal business
model could be a profitability constraint in a period of investment
origination and/or placement activity weakness, while elevated
co-investment exposure introduces balance sheet risk in the event
of investment losses.  Post-origination placement may also
introduce temporary balance sheet risk if Investcorp is unable to
place investments with clients.

A one-notch upgrade could be achievable if Investcorp is able to
successfully increase the proportion of recurring management fee
income generated from its assets under management (AUM), reduce the
proportion of income based on origination, placement and
performance of investments and continue to improve fixed charge
coverage.  This assumes that leverage and liquidity metrics
continue to improve, and the recent declines in co-investment
exposure are sustained.

Should Investcorp be unable to generate sufficient earnings to
cover fixed charges, experience material AUM declines, and/or
maintain the recent decline in co-investments, ratings could be
downgraded.

The senior unsecured debt is equalized with Investcorp's IDRs and
therefore, would be expected to move in tandem with any changes to
Investcorp's IDRs.  Although not expected by Fitch, were Investcorp
to incur material additional secured debt, this could result in the
unsecured debt being rated below Investcorp's IDR. Investcorp has
historically utilized secured funding as a means to fund its
balance sheet co-investments.  Given that balance sheet
co-investments are expected to remain stable, as a percent of the
balance sheet, an increase in the magnitude of secured debt is not
envisioned by Fitch.

Investcorp's Support Rating and Support Rating Floor are sensitive
to changes in Fitch's assumptions regarding the likelihood of
extraordinary sovereign support to be extended to Investcorp, which
Fitch views as unlikely.

Fitch has affirmed these ratings:

Investcorp Bank B.S.C.

   -- Long-term IDR at 'BB'; Outlook Stable;
   -- Short-term IDR at 'B';
   -- Viability Rating at 'bb';
   -- Support Rating at '5';
   -- Support Rating Floor at 'NF'.

Investcorp S.A.

   -- Long-term IDR at 'BB'; Outlook Stable;
   -- Short-term IDR at 'B';
   -- Senior unsecured debt at 'BB'.

Investcorp Capital Ltd.

   -- Long-term IDR at 'BB'; Outlook Stable;
   -- Short-term IDR at 'B';
   -- Senior unsecured debt at 'BB'.



ISTAR INC: Incurs $6.07 Million Net Loss in Third Quarter
---------------------------------------------------------
iStar Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss allocable to
common shareholders of $6.07 million on $120.48 million of total
revenues for the three months ended Sept. 30, 2015, compared to net
income allocable to common shareholders of $22.32 million on
$113.48 million of total revenues for the same period a year ago.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss allocable to common shareholders of $59.8 million on $343
million of total revenues compared to a net loss allocable to
common shareholders of $20.5 million on $352 million of total
revenues for the same period during the prior year.

As of Sept. 30, 2015, the Company had $5.64 billion in total
assets, $4.48 billion in total liabilities, $11.6 million in
redeemable noncontrolling interests and $1.14 billion in total
equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/eskqpP

                          About iStar Inc.

New York-based iStar Inc., formerly known as iStar Financial Inc.
(NYSE: SFI) provides custom-tailored investment capital to high-end
private and corporate owners of real estate, including senior and
mezzanine real estate debt, senior and mezzanine corporate capital,
as well as corporate net lease financing and equity.  The Company,
which is taxed as a real estate investment trust, provides
innovative and value added financing solutions to its customers.

iStar Financial reported a net loss allocable to common
shareholders of $33.72 million in 2014, a net loss allocable to
common shareholders of $155.76 million in 2013 and a net loss
allocable to common shareholders of $272.99 million in 2012.

                            *     *     *

As reported by the TCR on June 26, 2014, Fitch Ratings had
affirmed the Issuer Default Rating (IDR) of iStar Financial
at 'B'.  The 'B' IDR is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to 'B2' from 'B3'.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JOE'S JEANS: Amends Merger Agreement with RG Parent
---------------------------------------------------
As previously disclosed, on Sept. 8, 2015, Joe's Jeans Inc. entered
into an agreement and plan of merger with RG Parent LLC and JJ
Merger Sub LLC ("Merger Sub").  On Nov. 3, 2015, the Company
entered into an amended and restated agreement and plan of merger,
effective as of Sept. 8, 2015, with RG and Merger Sub, which amends
the Original Agreement to, among other things, require that RG's
board of managers solicit written consent from RG's equity holders
to enter into the transactions contemplated by the Amended and
Restated Merger Agreement.  A copy the Amended and Restated Merger
Agreement is available for free at:

                        http://is.gd/nWJAaw

                      Discontinued Operation

Joe's Jeans filed a Current Report on Form 8-K to retrospectively
reclassify the presentation of its consolidated financial
statements that were initially filed with the Securities and
Exchange Commission on Feb. 13, 2015, in the Company's Annual
Report on Form 10-K for the year ended Nov. 30, 2014, to reflect
its Joe's brand, which historically has been reported as part of
the Company's Wholesale and Retail segments, as a discontinued
operation, held for sale as of Aug. 31, 2015.

The Joe's business was sold in September 2015 and its assets and
liabilities and results of operations have been reflected in
discontinued operations in its Quarterly Report on Form 10-Q for
the period ended Aug. 31, 2015, filed with the SEC on Oct. 13,
2015.  Accordingly, the Company revised and including in this
Current Report on Form 8-K the following portions of the Annual
Report: Selected Financial Data (Item 6) Management's Discussion
and Analysis of Financial Condition and Results of Operations (Item
7) and Financial Statements and Supplementary Data (Item 8).

                         About Joe's Jeans

Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.

As of Aug. 31, 2015, the Company had $172 million in total
assets, $149 million in total liabilities and $22.6 million in
total stockholders' equity.

In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due to
debt covenant violations and has suffered recurring losses from
operations.

The Company reported a net loss of $27.7 million on $189 million of
net sales for the fiscal year ended Nov. 30, 2014, compared with a
net loss of $7.31 million on $140 million of net sales in 2013.

The Troubled Company Reporter, on June 9, 2015, reported that Joe's
Jeans received a letter on May 29, 2015, from The Nasdaq Stock
Market indicating that the Company had received an additional 180
days, or until Nov. 23, 2015, to regain compliance with Nasdaq
Listing Rule 5550(a)(2) by maintaining a closing bid price per
share of its common stock at $1.00 per share or more for a minimum
of 10 consecutive trading days.


KEMET CORP: Posts $7.19 Million Net Income for Second Quarter
-------------------------------------------------------------
Kemet Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $7.19
million on $186 million of net sales for the quarter ended Sept.
30, 2015, compared with net income of $6.33 million on $215 million
of net sales for the same period during the prior year.

For the six months ended Sept. 30, 2015, the Company reported a net
loss of $29.9 million on $374 million of net sales compared to net
income of $2.79 million on $428 million of net sales for the same
period during the prior year.

As of Sept. 30, 2015, the Company had $739 million in total assets,
$609 million in total liabilities, and $130 million in total
stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/Ff7nr6

                           About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                           *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KLX INC: S&P Affirms 'BB' CCR & Revises Outlook to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on KLX Inc. and revised the outlook to negative from
stable.  S&P also affirmed its 'BB' issue-level rating on KLX's
$1.2 billion senior unsecured notes, and left the '4' recovery
rating unchanged, indicating S&P's expectation of average recovery
(30%-50%, at the low end of the range) in the event of a default.

"The negative outlook reflects the potential that credit metrics
could deteriorate to levels we no longer consider appropriate for
the rating because of weak energy market conditions and the
company's acquisitive growth strategy," said Standard & Poor's
credit analyst Chris Mooney.

KLX's energy subsidiary (which accounts for 20% of sales)
participates in the large (i.e., about $15 billion in annual
spending) highly cyclical, and competitive oilfield services
market, in which hundreds of small companies provide technical and
logistical services and related rental equipment to exploration and
production companies.  Demand for the company's services is
correlated to oil prices, which ultimately influence the number of
oil and gas wells drilled and completed each year and the level of
production on existing wells.  Oil prices have declined
dramatically in 2015 and S&P expects them to increase slightly in
2016.

Standard & Poor's could lower the rating on KLX within 12 months if
debt to EBITDA were to rise above 4x or funds from operations (FFO)
to debt were to fall below 20% for a sustained period, which would
mostly likely be as a result of acquisitions or a larger downturn
than S&P has forecasted.

S&P could revise the outlook back to stable if conditions in the
oilfield services segment improve and management commits to
maintaining debt to EBITDA well below 3x and FFO to debt above
25%.



LA SABANA: Hires Hector Eduardo Pedrosa Luna as Counsel
-------------------------------------------------------
La Sabana Development, LLC, seeks permission from the Bankruptcy
Court to employ The Law Offices of Hector Eduardo Pedrosa Luna as
its counsel at an hourly rate of $150.  The firm will:

   (a) prepare bankruptcy schedules, pleadings, applications and
       conduct examinations incidental to any related proceedings
       or to the administration of the Debtor's case;

   (b) develop relationship of the status of the Debtor to the
       claims of creditors;

   (c) advise the Debtor of its rights, duties, and obligations as

       Debtor operating under Chapter 11 of the Bankruptcy Code;

   (d) take any and all other necessary action incident to the
       proper preservation and administration of the Chapter 11
       case; and

   (e) advise and assist the Debtor in the formation and  
       preservation of a plan pursuant to Chapter 11 of the
       Bankruptcy Code, the disclosure statement, and any and all
       matters.

The Debtor had paid the firm a retainer of $2,283.

To the best of the Debtor's knowledge, The Law Offices of Hector
Eduardo Pedrosa Luna does not represent an interest adverse to its
estate and is a "disinterested" person pursuant to Section 101(14)
of the Bankruptcy Code.

Also to the best of the Debtor's knowledge, The Law Offices of
Hector Eduardo Pedrosa Luna has no prior relation or connection
with it, the United Sates Trustee or any person employed by the
United States Trustee, any creditor or party-in-interest, their
respective attorneys and accountants.

                        About La Sabana

La Sabana Development LLC filed Chapter 11 banrkuptcy petition
(Bankr. D.P.R. Case No. 15-08743) on Nov. 4, 2015.  The petition
was signed by Cleofe Rubi-Gonzalez, the president.  The Debtor
estimated both assets and liabilities in the range of $10 million
to $50 million.


LANNETT COMPANY: Moody???s Puts B1 CFR Under Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Lannett Company,
Inc. under review for downgrade, including the B1 Corporate Family
Rating, the B1-PD Probability of Default Rating, and the B1 rating
on the senior secured credit facility. At the same time, Moody's
lowered the Speculative Grade Liquidity (SGL) Rating to SGL-2 from
SGL-1. Moody's had assigned first time ratings to Lannett on
October 13, 2015 in connection with its pending acquisition of
Kremers Urban.

The ratings actions are prompted by Lannett's disclosure that a key
customer of Kremers Urban will be transitioning certain product
lines away from it. Revenues and EBITDA generated from sales of
these products to the customer were material, at $87 million and
$45 million, respectively, for the 12 months ended June 30, 2015.
Reduced cash flow expectations stemming from the loss of the
Kremers Urban customer will reduce the company's liquidity and
ability to absorb potential operating setbacks in the future.

The rating review will focus on the impact to Lannett's cash flow
and leverage stemming from the customer loss. The review will also
consider Lannett's ability to mitigate the loss through cost saving
or other initiatives, as well as through the deferral of capital
expenditures, if needed. Further, the review will incorporate any
impact to liquidity and changes to instrument ratings or loss given
default (LGD) expectations stemming from potential changes to the
proposed capital structure.

Ratings Placed Under Review for Downgrade:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior Secured Revolving Credit Facility at B1 (LGD 4)

Senior Secured Term Loan at B1 (LGD 4)

Ratings Lowered:

Speculative Grade Liquidity Rating to SGL-2 from SGL-1

RATINGS RATIONALE

The existing B1 Corporate Family Rating (currently under review for
downgrade) reflects Lannett's modest size -- despite materially
increasing its revenue with the KU acquisition -- in the rapidly
consolidating generic drug industry. The rating is also constrained
by Lannett's rapid growth over the past several years which has
been driven largely by opportunistic price increases. Moody's
believes that, given significant recent scrutiny on generic drug
prices, these types of price increases will be harder to achieve
going forward. In addition, large price increases on generic
products tend to draw more competitors into a market, potentially
making Lannett's very high profit margins unsustainable. The rating
also reflects the company's revenue concentration in a relatively
limited number of drugs and its reliance on third party
manufacturers. The rating also reflects Lannett's limited
experience in acquiring and integrating companies of significant
size.

The ratings are supported by Lannett's expected moderate leverage.
The B1 rating incorporates Moody's expectation that adjusted debt
to EBITDA will generally be maintained below 4.0x even if Lannett
faces margin pressure resulting from increased competition on key
products. The ratings also incorporate Moody's expectation that the
company will generate consistently positive free cash flow.
Excluding some temporary expansion capital expenditures in
2016-2017, Moody's anticipates free cash flow/debt of greater than
5%. The rating is also supported by Moody's view that the company
will use free cash flow to repay debt and will not pursue other
large acquisitions in the next 12-18 months, although some smaller
($200 million) deals are likely.

Lannett Company Inc, headquartered in Philadelphia, PA is a generic
drug manufacturer and distributor with capabilities in opioids and
other difficult-to-manufacture products. Lannett is publicly traded
on the NYSE and reported revenues of $407 million for the twelve
months ended June 30, 2015.



LAST MILE: "Maglone" Case Recommended for Dismissal
---------------------------------------------------
On June 15, 2015, the United States District Court for the Middle
District of Pennsylvania entered an order directing the parties in
the case styled DON L. McGLONE, Plaintiff, v. LAST MILE INC.,
T/D/B/A STING COMMUNICATIONS, Defendant, CIVIL NO. 1:10-CV-1409
(M.D. Pa.), file a status report by July 8, 2015.

Mr. filed a status report that did nothing more than to repeat his
earlier representation that Affiniti was the successor-in-interest
that he had identified as a potential substitute in this
litigation.  The plaintiff did not respond in any way to the
defendant's contention that Affiniti purchased Sting's assets
free-and-clear of liens and claims, and that any recourse against
Affiniti would have to be pursued in the Bankruptcy Court, which
had jurisdiction over the asset sale.

Last Mile's status report highlights the absence of new information
from the plaintiff, and refers the Court to the information has
previously been provided regarding Sting's bankruptcy proceedings,
the plaintiff's failure to file a claim in those proceedings, the
subsequent asset sale, and the confirmation of a plan of
liquidation.  The defendant thus again urges the Court to dismiss
this action, since the only venue in which the plaintiff may
properly pursue any relief -- to the extent any is available -- is
in the Bankruptcy Court. The plaintiff has not responded to the
defendant's representations or factual assertions, and has not
responded to the defendant's request that this matter be closed.

Magistrate Judge Martin C. Carlson recommended that the District
Court enter an order dismissing the action and closing the case.

A full-text copy of Magistrate Carlson's Report and Recommendation
dated October 5, 2015 is available at http://is.gd/YAlXoPfrom
Leagle.com.

Don L. McGlone, Plaintiff, represented by Wayne A. Ely, Esq. --
KOLMAN ELY, P.C.

Last Mile Inc., t/d/b/a Sting Communications, Defendant,
represented by Joseph D. Shelby, Esq. -- jshelby@shelbylegal.com --
SHELBY LEGAL, LLC.

                        About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Thomas A. Pitta, Esq. at Emmet, Marvin & Martin, LLP
represents the Debtor in its restructuring effort. In its
schedules, the Debtor disclosed $11,757,058 in assets and
$23,300,655 in liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Last Mile Inc., aka Sting Communications.
Halperin Battaglia Raicht, LLP, serves as counsel for the
Committee.


LEVI STRAUSS: Fitch Raises IDR to 'BB', Outlook Positive
--------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating for Levi
Strauss & Co. to 'BB' from 'BB-'.  In addition, Fitch has upgraded
the ratings on Levi's secured bank credit facility to 'BBB-/RR1'
from 'BB+/RR1' and senior unsecured notes to 'BB/RR4' from
'BB-/RR4'.  The Rating Outlook is Positive.  Levi had $1.2 billion
of debt outstanding as of Aug. 30, 2015.

KEY RATING DRIVERS

The upgrade reflects Levi's continued EBITDA growth and Fitch's
increased comfort in the company's ability to drive low- to
mid-single digit EBITDA growth over the next 24-36 months.  Fitch
expects leverage to remain in the mid 3x range (3.7x on a trailing
12-month basis as of Q3 2015) over the next 24-36 months, assuming
flat debt levels.

The Positive Outlook recognizes the company's incremental
opportunities to drive leverage from the current mid 3x range to
the low 3x range via mid-single digit revenue growth, better than
expected benefit from its cost cutting initiatives, deployment of
FCF towards further debt paydown, or a partial combination of the
above.  The rating continues to reflect Levi's well-known brands,
strong market shares and wide geographic diversity as well
recognize lacklustre growth in the mid-tier apparel space.

Stabilizing Top Line

Levi has produced stable-to-improving top line results, with
low-single digit growth expected in FY 2015 following 3% growth in
FY 2014 (all figures constant currency basis).  In the Americas
(60% of sales in FY 2014), revenue is expected to decline slightly
to $2.8 billion, due in part to a fiscal calendar shift and
transition of the Dockers women's business from wholesale to a
license model.  Before the impact of the strong dollar,
international sales are expected to grow mid-single digits, with
Europe (24% of sales in FY 2014) outperforming Asia (16% of sales
in FY 2014).  On a reported basis, consolidated FY 2015 revenue is
expected to be down mid-single digits to $4.6 billion, due to the
strong dollar and one fewer week than FY 2014.  Beginning FY 2016,
Fitch projects 2%-3% consolidated annual sales growth, with similar
growth rates across regions.

Improving EBITDA Story on Relatively Flat Top Line

From 2011 to 2013, Levi grew EBITDA 27% (on a reported basis) from
$463 million to $590 million on a 2% sales decline.  While lower
cotton prices significantly contributed, Levi reduced SG&A by 4% to
$1.88 billion, allowing the company's SG&A-to-sales ratio to
decline despite lower sales.

In early 2014, Levi announced a $175 million-$200 million cost
reduction program, to be implemented over the next three years.  By
2017, when the program is fully realized, SG&A spend should be flat
to 2013 levels despite modest sales growth.  There could be EBITDA
upside if the company achieves the high end of its targeted range
or if further cost opportunities are identified.

In FY 2015-2016, modest sales growth, coupled with cost reductions,
should drive mid-single digit EBITDA growth on a constant currency
basis.  Reported FY 2015 EBITDA, however, is projected to be down
5% to $570 million due to the strong dollar. FY 2016 EBITDA growth
is projected to be 6% to approximately $600 million, on 2% reported
revenue growth and expense savings. Following 2016, Fitch assumes
annualized EBITDA growth of 3%-4%, slightly higher than sales
growth, due to fixed-cost leverage and completion of the cost
savings initiatives.  EBITDA growth should yield annualized free
cash flow (post dividends) in the $200 million range.

Reasonable Credit Metrics

Levi ended FY 2014 with leverage at 3.5x, significantly lower than
the 5.0x level from FY 2012, as total debt declined 14% to $2.8
billion and EBITDA grew 29% to $595 million.  Fitch expects
leverage to remain in the mid-3.0x range over the next three years
on EBITDA growth and flattish debt levels.  Fitch expects minimal
debt paydown following the 2016 repayment of Levi's $33 million
Eurobonds, although the company could reduce leverage to the low
3.0x range through deployment of its expected $200 million annual
free cash flow to debt paydown.

KEY ASSUMPTIONS

Fitch's key assumptions are:

   -- Annual revenues on a constant currency basis grow at 1%-2%
      beginning in FY16;

   -- EBITDA trends toward $600 million-$625 million over the next

      24 months, versus a pro forma $568 million in fiscal 2015;

   -- FCF of $200 million annually;

   -- Adjusted leverage remains in the 3.5x range, assuming no
      further debt paydown.

RATING SENSITIVITIES

A positive rating action would be considered if Levi sustained
3%-5% revenue growth, drove mid-teens EBITDA margins, or deployed
FCF to debt paydown, a partial a combination of which results in
leverage trending to the 3.0x range.

A negative rating action would be considered if EBITDA margin
remains under pressure longer term due to soft sales trends and
increased investment in marketing/promotion, resulting in adjusted
debt/EBITDAR increasing to the 4.0x range.

LIQUIDITY

Levi's liquidity is strong, supported by cash of $273 million and
revolver availability of $549 million as of Aug. 30, 2015.  The
$850 million facility due 2019 is secured by North American
inventories, receivables, and the U.S.  Levi trademark, and also
benefits from upstream guarantees from the domestic operating
companies.  Annual FCF should be close to $200 million through
2018.  In April 2015, the company issued $500 million of 5% senior
unsecured notes due 2025 to repay (along with revolver borrowings)
$525 million of 7.625% senior unsecured notes due 2020, reducing
annual interest expense by $15 million.  Levi's next maturities are
$33 million in Eurobonds due 2016 and $532 million of unsecured
notes due 2022.

FULL LIST OF RATING ACTIONS

Fitch has upgraded Levi's ratings as:

Levi Strauss & Co.

   -- IDR to 'BB' from 'BB-';
   -- $850 million secured revolving credit facility to 'BBB-/RR1'

      from 'BB+/RR1';
   -- Senior unsecured notes to 'BB/RR4' from 'BB-/RR4'.

The Rating Outlook is Positive.



LIBERTY STATE: Suit vs. Santander Bank Partially Dismissed
----------------------------------------------------------
Richard W. Barry, Chapter 11 Trustee for the estate of Liberty
State Benefits of Delaware, Inc., Liberty State Benefits of
Pennsylvania, Inc., Liberty State Financial Holdings Corp., and
Liberty State Credit, Inc, commenced an adversary proceeding
against Santander Bank, N.A., alleging numerous violations of both
New Jersey law and U.S. federal law.

More specifically, the Trustee's complaint alleges that Santander
aided and abetted various Debtor affiliates in effectuating a
series of transactions designed to steal the Debtors' assets.  In
response to the Complaint, Santander filed a motion to dismiss
under Rule 12(b)(6) of the Federal Rules of Civil Procedure.

Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware granted Santander's Motion with respect to all
claims arising out of the Debtors' notes offering and with respect
to all direct liability claims arising out of the Hope Now Scheme.
Judge Gross denied Santander's Motion with respect to all vicarious
liability claims arising out of the Hope Now Scheme and with
respect to all claims arising out of the Ministrelli Trust Theft
and the Lacey Property Theft.

The case is In re: LIBERTY STATE BENEFITS OF DELAWARE, INC., et
al., Chapter 11, Debtors. RICHARD W. BARRY, As Chapter 11 Trustee
For the estates of LIBERTY STATE BENEFITS OF DELAWARE, INC., et
al., Plaintiff, v. SANTANDER BANK, N.A. formerly Known as Sovereign
Bank, N.A., Defendant, CASE NO. 11-12404(KG), ADV. PRO. NO.
14-50020(KG).

A full-text copy of the Memorandum Opinion dated October 26, 2015
is available at http://is.gd/rOgH2dfrom Leagle.com.

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

Santander Bank, N.A. fka Sovereign Bank, N.A., Defendant,
represented by Richard A. Barkasy, Esq. -- rbarkasy@schnader.com --
Schnader Harrison Segal & Lewis LLP, Mathew B. West,  Esq. --
mwest@schnader.com -- Schnader Harrison Segal & Lewis LLP.


LOCAL CORP: Seeks to Sell O&O Assets to Media.Net for $3MM
----------------------------------------------------------
Local Corp. seeks authority from the United States Bankruptcy Court
for the Central District of California (Santa Ana) to sell
substantially all of the Debtors' assets and approve procedures
governing the auction and bidding of these assets.

The Debtor's primary business, identified as Owned & Operated
("O&O"), provides search results to consumers who are searching
online for local businesses, products and services.  The Debtor
also operate businesses other than O&O.  They include Krillion,
which is a shopping data platform, and nQuery, a mobile search and
browser solution that operates "white label" solutions for carriers
across the U.S. and in 18 countries across Latin America and Asia.
In addition, the Debtor owns a portfolio of 14 patents unrelated to
the O&O business.

The Debtor relates that it has received several offers for the
purchase of its core or primary business, as well as other assets
of the Debtor.  After evaluating the various offers, the Debtor,
after consulting with its advisors and the official committee of
unsecured creditors, has selected Media.Net Advertising FZ-LLC as
its stalking horse bidder to purchase the O&O Assets for $3.0
million.

The Debtors propose to provide Media.Net a break-up fee in an
amount of 3.5% of the Stalking Horse Bid payable from the sale
proceeds generated from the sale of the O&O Assets to the
Successful Bidder if the Successful Bidder for the O&O Assets is
not Media.Net.  The Debtors also propose to reimburse Media.Net for
up to $150,000 of out-of-pocket fees and expenses.

In order to ensure that the maximum value of the Debtor's assets is
realized, the Debtor asks that the Sale Motion Hearing be held
within 30 days of the hearing on the Procedures Motion.  Bids must
be received no later than two business days before the Sale Motion
Hearing.  If more than one Qualified Bid is received by the Bid
Deadline, an auction will take place two business days prior to the
Sale Hearing.

                     Creditors Object

The Official Committee of Unsecured Creditors, U.S. Bank National
Association, Fast Pay Partners LLC, and the United States Trustee
for Region 16 filed separate objections to the Debtor's proposed
bidding and auction procedures.

The Committee asserted that any consideration of bidder protections
for Media.Net appears premature.  The Motion does not attach an
executed APA with the referenced schedules, and without the
finalized schedules, it is impossible to evaluate the actual
economics of the Media.Net bid, the Committee complains.  The
Committee tells the Court that because the purchase price is only
$3 million, the amount of cure claims directly impacts the
Committee's evaluation of all proposed bids, including the bid
offered by Media.Net.  Any break-up fee approved should be based on
the purchase price minus cure claims, the Committee adds.  U.S.
Bank joins in the Committee's objection.

Fast Pay contends that any sale procedures order must protect its
asserted lien in the sale proceeds.  Fast Pay asserts that the sale
procedures should clarify that its lien will attach to the sale
proceeds to the extent that any of the proceeds arise from the sale
of assets included in its Collateral.

The U.S. Trustee asserted that any initial overbid must be at least
$3,355,000, which includes a $100,000 overbid, and two payments to
the Stalking Horse comprised of a 3.5% break-up fee (of $105,000)
and a $150,000 expense reimbursement -- which amounts to another 5%
of the purchase price.  In the aggregate, the payments due to the
Stalking Horse under the overbid procedure are 8.5% of its purchase
price, the U.S. Trustee pointed out.

Local Corporation is represented by:

          Marc J. Winthrop, Esq.
          Garrick A. Hollander, Esq.
          Jeannie Kim, Esq.
          WINTHROP COUCHOT PROFESSIONAL CORPORATION
          660 Newport Center Drive, Ste 400
          Newport Beach, CA 92660
          Tel: (949) 720-4100
          Fax: (949) 720-4111
          Email: mwinthrop@winthropcouchot.com
                 ghollander@winthropcouchot.com
                 jkim@winthropcouchot.com

The Official Committee of Unsecured Creditors is represented by:

          David B. Shemano, Esq.
          ROBINS KAPLAN LLP
          2049 Century Park East, Suite 3400
          Los Angeles, CA 90067
          Tel: (310) 552-0130
          Fax: (310) 229-5800
          Email: DShemano@RobinsKaplan.com

The United States Trustee for Region 16 is represented by:

          Peter C. Anderson
          United States Trustee
          Nancy S. Goldenberg, Esq.
          OFFICE OF THE U.S. TRUSTEE
          RONALD REAGAN FEDERAL BUILDING &
          U.S. COURTHOUSE
          411 West Fourth St., Ste. 9041
          Santa Ana, CA 92701-8000
          Tel: (714) 338-3400
          Fax: (714) 338-3421
          Email: nancy.goldenberg@usdoj.gov

U.S. Bank National Association is represented by:

          David J. McCarty, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          A Limited Liability Partnership
          Including Professional Corporations
          650 Town Center Drive, 4th Floor
          Costa Mesa, CA 92626
          Tel: (714) 513-5100
          Fax: (714) 513-5130
          Email: dmccarty@sheppardmullin.com

             -- and --

          Kyle Mathews, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          A Limited Liability Partnership
          Including Professional Corporations
          333 South Hope Street, 43rd Floor
          Los Angeles, CA 90071-1422
          Tel: (213) 620-1780
          Fax: (213) 620-1398
          Email: kmathews@sheppardmullin.com

Fast Pay Partners LLC is represented by:

          Scott H. Siegel, Esq.
          Lori E. Eropkin, Esq.
          LEVINSON ARSHONSKY & KURTZ, LLP
          15303 Ventura Blvd., Suite 1650
          Sherman Oaks, CA 91403
          Tel: (818) 382-3434
          Fax: (818) 382-3433
          E-Mail: ssiegel@laklawyers.com
                  leropkin@laklawyers.com

                       About Local Corporation

Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services.  Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500.  The Company's search results are provided through the
Company's flagship Local.com Web site and through other proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to provide
local search results to their own users.  The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.

The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year.  The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.

Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23,
2015.

The Debtor disclosed $16,141,222 in assets and $29,519,418 in
liabilities as of the Chapter 11 filing.

The case is assigned to Judge Scott C. Clarkson.  The Debtor tapped
Winthrop Couchot as counsel.

Robins Kaplan LLP represents as counsel to the Official Committee
of Unsecured Creditors.


LONESTAR GENERATION: Moody's Affirms B1 Rating on Secured Bank Debt
-------------------------------------------------------------------
Moody's Investors Service revised Lonestar Generation, LLC's rating
outlook to negative from stable reflecting lower wholesale merchant
cash flows owing primarily to sustained weak power prices in ERCOT
and to a lesser extent, lower than anticipated PPA pricing on power
sales into Mexico.  Concurrent with this outlook change, Moody's
affirmed Lonestar's B1 rating on its senior secured credit
facilities consisting of a $675 million secured term loan B due
February 2021 ($667 million outstanding) and a $50 million
revolving credit facility due February 2019 ($15 million drawn as
of June 2015.)

Issuer: Lonestar Generation LLC

Affirmations:

-- Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

-- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The rating outlook revision to negative reflects 2015 EBITDA that
is nearly 40% below our base case forecast owing primarily to
weaker wholesale merchant power prices in ERCOT. Nearly the entire
shortfall was attributable to merchant margin that failed to
materialize at the Twin Oaks coal facility acquired by Lonestar in
October 2014. Twin Oaks is a 310MW lignite powered generating
facility running 100% merchant and approximately $160 million of
incremental debt was incurred in November 2014 to acquire the
asset. We calculate that Lonestar's funds from operations to debt
ratio (FFO/Debt) was slightly below 5% for the twelve months ended
June 30, 2015 and that the debt service coverage ratio (DSCR) was
around 1.0x. During the year, Lonestar also utilized a larger
portion of its revolving credit facility than anticipated though
such borrowing has since been repaid.

The negative outlook also incorporates lower than anticipated cash
flow expected to be derived from future contracted power sales into
Mexico. Currently Lonestar is able to sell and export a portion of
power generated by the Frontera combined cycle plant to Mexico
under license through its wholly owned subsidiary, Energia
Buenavista. These cashflows are contracted with a variety of
Mexican industrial entities and were expected to provide a natural
hedge to market fluctuations in ERCOT. However, the PPAs with
Mexican-based offtakers are partially oil-indexed and given the oil
price decline the tariff price in Mexico is lower than expected.
While the contractual power prices in Mexico are approximately
twice as high as current around-the-clock power prices in ERCOT,
and as such, a positive for Lonestar, the price generated from
sales into Mexico is roughly 25%-30% less than initially
anticipated, however higher volumes than initially anticipated.
Given the low likelihood of meaningful price appreciation in ERCOT
and our belief that oil prices will remain well below pre-2014
levels, Lonestar's debt repayment is anticipated to be lower than
originally expected.

The rating affirmation acknowledges the degree of contracted cash
flows through February 2017 as the portfolio's near-term cash flows
are derived from three heat rate call options (HRCO) with Direct
Energy (DE), an affiliate of DE's UK-based parent, Centrica Plc
(Centrica: Baa1, stable). These HRCOs hedge approximately 50% of
Frontera plant not selling into Mexico and 100% of Lonestar's other
two gas-fired plant's respective capacity, or 1,050 (MW) of nominal
capacity on average. Centrica provides a payment guarantee on the
payment obligations under the hedge. The hedges give DE the right
to call the plant to run and take the physical power from Lonestar
in return for the receipt of fixed monthly option "premiums" plus
adders for start charges, start fuel and variable O&M costs.

The affirmation also recognizes the benefits afforded to Lonestar
as a portfolio of assets along with the additional equity sponsor
support to fund transmission improvements and turbine updates which
will facilitate Lonestar's ability to export the full power output
of the Frontera unit. Currently only 154MW (on an around-the-clock
basis) or the equivalent of one gas-turbine at the facility is able
to export power. Once completed, the entire Frontera facility will
be available for export into Mexico. While we fully expect the
capital investment will allow for all of the nameplate capacity at
Frontera to be available for sales into Mexico, we anticipate that
2016 cash flows will still be lower than initial expectations given
the narrower spread between the contracted price with Mexican
offtakers and anticipated price in ERCOT. That said, we recognize
that the Mexican power market is undergoing fundamental change and
that after January 1, 2016 the Mexican power market could
potentially strengthen as reserve margins in Mexico are expected to
decline, which should put upward pressure on power prices in that
market.

Given the negative outlook, there is limited prospect for upward
rating pressure at this time. The rating could be downgraded should
financial performance through the next twelve to eighteen months
result in FFO/Debt metrics being below 5% or DSCRs being below
1.3x. The rating could be downgraded if operating difficulties
occur across the generation fleet leading to incremental funding
requirements for Lonestar which will hamper the project's liquidity
profile. Failure by the sponsor to provide necessary equity on a
timely basis to complete certain upgrades, a requirement that would
enable cash flow from increased Mexico sales to materialize, could
also negatively pressure the rating.

The rating outlook could stabilize if the project continues to
produce solid operating performance and Lonestar is able to achieve
FFO/Debt metrics of at least 5% and DSCRs greater than 1.5x
excluding any use of operating reserves. Substantial debt reduction
of at least 5% of the original principal balance of the term loan
could warrant consideration of stabilizing the rating outlook.

Lonestar owns a portfolio of generating assets in the Electric
Reliability Council of Texas (ERCOT) with a combined capacity of
1,605 megawatts (MW). The Lonestar portfolio consists of two
efficient combined cycle plants, one smaller combined cycle
facility and one coal-fired facility consisting of: the 495MW
Frontera facility in Mission, Texas (2 miles from the Mexican
border); the 540MW Bastrop facility just outside Austin, Texas; the
260MW Paris facility in Paris, Texas near the Oklahoma border and
the 310MW Twin Oaks lignite generating facility totaling 1,605 MWs
in aggregate. Twin Oaks is located in Robertson County between
Dallas and Houston.

Lonestar is 100% indirectly wholly owned by funds managed by
Blackstone.



M.D.C. HOLDINGS: Moody's Lowers Corporate Family Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of M.D.C.
Holdings, Inc. ("MDC"), including its Corporate Family Rating to
Ba2 from Ba1, Probability of Default to Ba2-PD from Ba1-PD, and the
ratings on its three issues of senior unsecured notes to Ba2 from
Ba1. This concludes the review for downgrade that Moody's initiated
on September 22, 2015. The rating outlook is stable.

The downgrades reflect Moody's assessment that MDC's
underperformance vs. its peer group with regard to revenues,
earnings, and key credit metrics will persist for at least the next
two years, continuing the trend that has endured for the prior two
years. While Moody's still expects MDC to show revenue and earnings
growth and improvement in key credit metrics, aided in large part
by Moody's belief that the homebuilding industry will continue to
expand in 2016 and 2017, the gains will simply not be fast enough
or strong enough to restore them to Ba1 levels or to close the gap
with its peers within the ratings horizon.

The following ratings were affected by this action:

Corporate Family Rating downgraded to Ba2 from Ba1;

Probability of Default downgraded to Ba2-PD from Ba1-PD;

Senior Unsecured Shelf downgraded to (P)Ba2 from (P)Ba1;

Senior Unsecured Ratings downgraded to Ba2 (LGD4) from Ba1 (LGD4)

SGL-2 Speculative Grade Liquidity Rating affirmed;

RATINGS RATIONALE

The Ba2 Corporate Family Rating considers MDC's conservative
financial policy, history of strong creditor protection, cautious
land strategy, and clean and transparent balance sheet, notably
MDC's lack of off-balance sheet recourse obligations such as joint
venture debt and specific performance lot option contracts.
Additionally, the rating incorporates Moody's view that positive
industry conditions will result in further expansion of MDC's
revenues and earnings and improvement in credit metrics in 2016 and
2017.

At the same time, Moody's recognizes that while improving, many of
the company's key credit metrics, other than debt leverage, will
remain weak for a Ba2 homebuilder. The ratings also reflect Moody's
concern that MDC's near-flawless execution track record prior to
the homebuilding downturn has morphed into a continuing series of
missteps and inability to overcome industry problems. Examples of
the former include MDC's overpaying for land in 2009, 'drywall
hold' strategy, and bloated spec counts. Examples of the latter
include delays in deliveries and in opening new communities.

MDC's good liquidity profile is reflected in its SGL-2
speculative-grade liquidity rating, which balances the company's
unrestricted homebuilding cash and investments position of
approximately $175 million at September 30, 2015 and the
availability of approximately $513 million under its $550 million
senior unsecured revolving credit facility due December 13, 2019
against Moody's expectation for modestly negative cash flow
generation, the need for the company to maintain covenant
compliance, and its somewhat limited opportunities to monetize
excess assets quickly. The revolver has an accordion feature that
would allow its total capacity to be increased to $1.0 billion. The
financial covenants with which MDC will need to maintain compliance
include a tangible net worth test, leverage ratio, and interest
coverage ratio. In Moody's view, the company's liquidity is likely
to weaken somewhat from its increasing land spend and negative cash
flow, which will result in a growing net debt position.
Nevertheless, Moody's still expects MDC to maintain its covenant
compliance relatively easily over the next 12 to 18 months.

The stable rating outlook is based on Moody's expectations of
improving financial performance, driven primarily by industry
growth and moderate company debt leverage. The outlook also assumes
that the company will maintain adequate liquidity and prudently
manage its land spend.

The outlook could be changed to positive if the company
demonstrates significantly stronger than expected progress in
restoring key credit metrics to Ba1 levels while maintaining strong
liquidity.

The ratings could come under pressure if the company's earnings
growth slows, homebuilding debt leverage does not continue to
remain in the low 40% range, EBIT interest coverage remains below
4.0x, gross margins remain below 20%, and/or if liquidity weakens
significantly. Further, the ratings could be lowered if the company
made a sizable debt-financed acquisition or instituted a material
share repurchase program.

Based in Denver, Colorado, MDC, whose subsidiaries build homes
under the name "Richmond American Homes," is a mid-sized national
homebuilder. The company also provides mortgage financing,
primarily for MDC's home buyers, through its wholly owned
subsidiary, HomeAmerican Mortgage Corporation. MDC has homebuilding
divisions across the country, including Denver, Colorado Springs,
Salt Lake City, Las Vegas, Phoenix, Tucson, California, Northern
Virginia, Maryland, Jacksonville and Orlando, South Florida, and
Seattle. For the trailing 12 months ended September 30, 2015, total
revenues were approximately $1.8 billion and consolidated net
income was $58 million.



MAGNUM HUNTER: Reaches Forbearance Agreement with Lenders
---------------------------------------------------------
Magnum Hunter Resources on Nov. 5 disclosed that it has refinanced
its existing senior secured revolving credit facility with certain
banks and obtained additional liquidity through a new senior
secured term loan.  The refinancing and additional liquidity are
being provided, in equal amounts, by holders of more than a
majority of the Company's second lien term loan agreement, and
holders of more than a majority of the Company's 9.75% Senior Notes
due 2020.  These new lenders have also agreed to forbear from the
exercise of certain rights and remedies with respect to certain
events of default (including the failure to pay interest when due
under the Company's 9.75% Senior Notes due 2020 and second lien
term loan agreement) and work, in good faith, on negotiating the
terms of a consensual restructuring with the Company.

The new term loan credit facility consists of a single tranche term
loan in the aggregate principal amount of $60 million, which funded
on November 5, 2015.  Approximately $44 million of proceeds from
the new term loan credit facility were used to refinance existing
loans outstanding and cash collateralize letters of credit
outstanding under the prior revolving credit facility with certain
banks.  The remaining approximately $16 million of proceeds will be
used for general corporate purposes of the Company and to pay
certain transaction fees and expenses related to the new term loan
credit facility.  Furthermore, the new term loan facility includes
an uncommitted incremental credit facility for up to an additional
$10 million aggregate principal amount of term loans.  The maturity
date of the new term loan credit facility is December 30, 2015.

The new term loan credit facility provides Magnum Hunter with
near-term liquidity as the Company continues to work towards a
comprehensive strategic alternative to enhance liquidity and
address the Company's current capital structure.  As previously
announced by the Company on October 9, 2015, the Company has hired
PJT Partners LP (the combination of Blackstone's advisory
businesses and PJT Capital LP, a global financial advisory firm),
as financial advisor, and Kirkland & Ellis LLP, as special legal
advisor, to advise the Company's management and Board of Directors.
In light of the Company's ongoing discussions regarding its
capital structure, the Company will not issue a separate press
release to report its third quarter financial and operating results
or host a conference call to discuss its third quarter financial
and operating results.  The Company intends to file its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2015 with the Securities and Exchange Commission on or before
November 9, 2015.

Also as previously announced by the Company on October 9, 2015, the
Company has suspended the monthly dividends on its 10.25% Series C
Cumulative Perpetual Preferred Stock, 8.0% Series D Cumulative
Preferred Stock and 8.0% Series E Cumulative Convertible Preferred
Stock.  This suspension commenced with the monthly cash dividend
that would otherwise have been declared and paid for the month
ended October 31, 2015 and will continue indefinitely.

Magnum Hunter Resources Corporation
--http://www.magnumhunterresources.com/-- is an independent oil
and gas company, engaging primarily in the exploration for and the
exploitation, acquisition, development and production of natural
gas and natural gas liquids (NGLs) resources in the United States.




MEDASSETS INC: S&P Puts 'BB-' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Alpharetta, Ga.-based MedAssets Inc., including the 'BB-' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch placement follows the company's announcement that
it will be acquired by Pamplona Capital for $2.7 billion in cash
and debt," said Standard & Poor's credit analyst Michael Berrian.
MedAssets will be the surviving entity.  While S&P anticipates that
MedAssets' existing debt will be refinanced as part of the
acquisition, the incurrence of additional debt to finance part of
the LBO is likely to result in leverage of 5x or more.  This is
higher than the 3x to 4x S&P had factored into its analysis and
current rating.

S&P will resolve the CreditWatch when more information related to
the financing and post-LBO capitalization becomes available.  At
that time, S&P would also expect to be able to assess any potential
impact to its business risk assessment from the expected sale of
the spend management segment to Novation and the sale or
combination of the revenue cycle management business with Precyse.



MEDICURE INC: Q3 Conference Call Set for Nov. 10
------------------------------------------------
Medicure Inc. will release financial results for the third quarter
after market close on Monday, Nov. 9, 2015.  Medicure will hold a
conference call regarding the results on Tuesday, Nov. 10, 2015, at
8:00 am, Central Time. (9:00 am, Eastern Time).

Conference Call Info:

Canada Toll Free: 1 (866) 215-5508
U.S. Toll Free: 1 (877) 691-2551
Passcode: 41066496

Management will accept and answer questions related to the
financial results and its operations during the Q&A period at the
end of the conference call.  A recording of the call will be
available following the event at http://www.medicure.com/

                        About Medicure Inc.

Medicure -- http://www.medicure.com/-- is a specialty
pharmaceutical company focused on the development and
commercialization of therapeutics for the U.S. hospital market.
The primary focus of the Company and its subsidiaries is the
marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST
elevation acute coronary syndrome in the United States, where it is
sold through the Company's U.S. subsidiary, Medicure Pharma, Inc.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
experienced losses and has accumulated a deficit of C$127 million
since incorporation and has a working capital deficiency of
C$503,000 as at Dec. 31, 2014.

The Company reported net income of C$1.2 million on C$5.26 million
in revenue for the year ended Dec. 31, 2014.  As of June 30, 2015,
the Company had C$12 million in total assets, C$10.2 million in
total liabilities and C$1.7 million in total equity.


MESOCOAT INC: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: MesoCoat, Inc.
                24112 Rockwell Drive
                Euclid, OH 44117

Case Number: 15-29607

Involuntary Chapter 11 Petition Date: November 5, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Petitioners' Counsel: Linda M Leali, Esq.
                      777 Brickell Avenue, Suite 1210
                      Miami, FL 33131
                      Tel: (305) 341-0671
                      Email: lleali@lealilaw.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Huge Heating                        Services         $9,557
7111 West Bagley Road
Berea, OH 44017

Mark Baumgardner Management        Building          $3,367
Consulting, LLC                     Permit
1900 Indian Hills Trail            Services
Akron, OH 44313

Ron Hymes                         Engineering        $9,995
25681 Compass Way                   Services
San Juan Capistrano, CA 92675

Sytek Systems                     IT Services       $18,981
105 Akron Road
Lake Worth, FL 33467


MILLER ENERGY: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
Miller Energy Resources filed a Chapter 11 Plan of Reorganization
and related disclosure statement, Brandy Chetsas at
Bankruptcompanynews.com reports.

According to Bankruptcompanynews.com, the Disclosure Statement
states that "the restructuring will reduce the amount of the
Debtors' outstanding indebtedness by converting the credit
agreement claims into 100% of the New Miller Common Stock and
issuance of the new notes . . . .  Because the lenders have a lien
on substantially all assets of each of the Debtors, this requires
the bifurcation of the credit agreement claims of $189.7 million
into the lender secured claims aggregating $151 million and the
lender deficiency claims aggregating $38.7 million.  The lender
secured claims would thus be entitled to the full value of the
Debtors and there would be no value left for distribution to
unsecured creditors."

                  About Miller Energy Resources

Miller Energy Resources, Inc. --
http://www.millerenergyresources.com-- is an oil and natural gas  
production company focused on Alaska.  The Company has a
substantial acreage, reserve, and resource position in the State,
significant midstream and rig infrastructure to support production,
and 100% working interest in and operatorship of most of its
assets.

Miller Energy Resources and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bank. D. Alaska Proposed Lead Case No.
15-00236) on Oct. 1, 2015.  Carl F. Giesler, Jr., signed the
petition as chief executive officer.

The Debtors disclosed total assets of $392,559,000 and total debts
of $336,910,000 as of Jan. 31, 2015.

Judge Gary Spraker is assigned to the case.

The Debtors have engaged Andrews Kurth LLP as counsel,
Seaport Global Securities as financial advisor, and Prime Clerk as
claims and noticing agent.

On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the
subject of an involuntary Chapter 11 case filed by four creditors
asserting to have an aggregate claim of $2.8 million.  The
petitioning creditors were Baker Hughes Oilfield, M-I LLC,
Schlumberger Tech. Corp, and Baker Petrolite, LLC.  Judge Spraker
granted an order for relief under Chapter 11 of the Bankruptcy Code
on Oct. 2, 2015.


MISSION NEW ENERGY: Needs More Time to File Form 20-F
-----------------------------------------------------
Mission NewEnergy Limited filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-Q for the year ended
June 30, 2015.  The Company said it has not finalized its financial
statements for the period ended June 30, 2015, nor have its
certifying auditors had the opportunity to complete their audit of
the financial statements to be included in the Form 20-F.  The
Company expects its financial statements and review of the
financial statements will be completed within the prescribed
extension period.

                         About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company reported net income of $28.4 million on $7.27 million
of total revenue for the year ended June 30, 2015, compared to a
loss of $1.1 million on $9.68 million of total revenue for the
year ended June 30, 2014.

As of June 30, 2015, Mission New Energy had $12.6 million in total
assets, $5.85 million in total liabilities and $6.76 million in
total equity.


MISSISSIPPI POWER: Moody's Cuts Preferred Stock Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service downgraded Mississippi Power Company's
ratings, including its senior unsecured debt to Baa3 from Baa2,
preferred stock to Ba2 from Ba1 and short-term pollution control
revenue bond rating to VMIG-3 from VMIG-2. The rating outlook is
negative. Moody's affirmed the ratings of The Southern Company
(Southern, Baa1 senior unsecured) with a negative outlook.

RATINGS RATIONALE

"The downgrade of Mississippi Power's ratings is prompted by the
election of what we expect to be a less credit supportive
Mississippi Public Service Commission (MPSC) at a time when the
utility will be pursuing important rate recovery proceedings on the
Kemper IGCC plant in 2016," said Michael G. Haggarty, Associate
Managing Director. "The election of two new commissioners increases
regulatory uncertainty and heightens the risk that the utility will
not obtain full and timely rate recovery on all $2.88 billion of
costs subject to the MPSC approved cost cap, as well as $1.3
billion of costs exempt from the cap", added Haggarty. While the
election outcome could have been worse from a credit standpoint as
the most vocal Kemper opponent was defeated, both of the new
commissioners have voiced serious concerns and reservations about
the plant over the last several months.

The downgrade also reflects Mississippi Power's weak liquidity and
standalone financial condition, metrics that we expect to be below
investment grade levels for at least one to two years, the
continued cost increases and delays at the plant, the potential
forfeiture of $234 million of Phase II tax credits because of these
delays, and its increasing reliance on the Southern parent company
for financial and liquidity support. Although Southern continues to
back both Mississippi Power and the project, including making
another $75 million equity contribution in September, we believe
there are limits to the parent company's continued support for both
the company and the Kemper project.

Last month, Mississippi Power revised its plant cost estimate
upward by $110 million, mostly reflecting the inclusion of
projected costs from April 1, 2016 through June 30, 2016 due to its
expectation that the plant will be placed into service during the
first half of 2016, including a three month contingency. These cost
increases, along with smaller cost increases in July and August,
resulted in pre-tax charge to income of approximately $150 million
($93 million after-tax) in the third quarter.

The potential delay of the in-service date beyond 19 April 2016 has
led Mississippi Power to reclassify $235 million of Phase II
investment tax credits allocated to the project by the IRS as a
current liability. Once a final determination is made on the
in-service date, which Moody's expects will be later than this
date, repayment of the tax credit would be made to the IRS with any
funding requirements expected to be provided by Southern.

Mississippi Power is currently collecting $159 million of
refundable, emergency interim rates on the commercially operating
portion of the plant (including the combined cycle, transmission
facilities, natural gas pipeline, and water pipeline), which are in
place until hearings are held and a MPSC decision is made on making
these rates permanent, expected by 8 December 2015. The emergency
rate relief and subsequent proceedings became necessary after the
Mississippi Supreme Court invalidated the MPSC approved rate plan
Mississippi Power had been operating under since 2013. Mississippi
Power is in the process of refunding $353 million of rates already
collected (as of 30 June), funding which will need to be provided
by the parent.

This funding requirement is in addition to an 18-month promissory
note that Mississippi Power provided to Southern earlier this year
to fund the return of a $301 million deposit from a partner ending
its participation in the plant, South Mississippi Electric.
Mississippi Power has also been reliant on short-term bank term
loans for its ongoing financing needs in anticipation of a
potential securitization of a portion of the Kemper plant costs,
with $900 million of bank term loans scheduled to mature on 1 April
2016.

The negative outlook on Mississippi Power's ratings reflects the
company's constrained liquidity position combined with the
heightened regulatory uncertainty facing the company as it strives
to obtain permanent rate relief on the Kemper plant with a new,
less credit supportive state regulatory commission coming into
office in January. It also reflects the technological and other
first-of-a-kind challenges facing the company as it continues the
testing and start-up activities on the plant in order to maintain
its currently estimated commercial operation date in the first half
of 2016.

What Could Change the Rating - Up

An upgrade of Mississippi Power is highly unlikely while there are
no permanent cost recovery provisions in place and while the
utility is in the midst of completing and testing the Kemper plant.
Ratings could be upgraded if there is an MPSC approved plan for the
ultimate recovery of costs up to the current $2.88 billion
regulatory approved cap and for $1.3 billion of costs outside the
cap; if the MPSC demonstrates that it continues to be credit
supportive after new commissioners take office in January; and if
the utility successfully executes an anticipated lengthy start-up
and testing phase. Any upgrade would also be predicated on the
maintenance of credit metrics at levels more commensurate with
strong Baa rating, including CFO pre-working capital to debt of
approximately 20% on a sustained basis.

What Could Change the Rating - Down

A downgrade of Mississippi Power could occur if there is no near
term approval by the MPSC on a permanent cost recovery plan for the
in-service assets of Kemper; if the interim rates currently in
place are invalidated or rolled back for any reason; if the newly
constituted MPSC takes actions that are detrimental to Mississippi
Power's credit; if there are additional material delays, cost
increases, or other problems associated with the plant; if parent
company financial and liquidity support for the utility becomes
less certain and/or Southern's commitment to the project declines;
or if Mississippi Power's CFO pre-working capital to debt falls
below 13% for a sustained period.

The affirmation of the ratings of Southern considers the large and
diverse nature of its sources of cash flow, with three of its other
major operating subsidiaries, Alabama Power Company (A1 senior
unsecured, stable), Gulf Power Company (A2 senior unsecured,
stable), and Southern Power Company (Baa1 senior unsecured,
stable), all maintaining stable rating outlooks. Mississippi Power
is one of Southern's smallest subsidiaries, providing approximately
10% of the consolidated company's cash from operations in 2014.

Although Southern's largest utility, subsidiary Georgia Power (A3
senior unsecured) also maintains a stable rating outlook, it has
experienced cost increases and delays at its Vogtle new nuclear
project that have weakened its relative position at the A3 rating
level. However, the recently announced settlement between the
Vogtle project owners and the EPC contractors is credit positive in
that it resolved long-term disputes that had plagued the projects
and provided renewed clarity on the current expected cost of
construction. The settlement also ended the litigation between the
Vogtle owners and the EPC contractor. The size and importance of
Georgia Power and the Vogtle nuclear project make them a much more
important driver of Southern's consolidated credit profile and
credit rating.

The negative outlook on Southern reflects the company's pending
acquisition of AGL Resources, Inc. (unrated), an Atlanta based
natural gas distribution company, for approximately $8 billion of
cash. The transaction will result in a significant increase in debt
at the Southern holding company level at a time when holding
company debt has already been increasing, partly to support funding
needs at Mississippi Power and portfolio growth at Southern Power.
As a result, the rating of Southern is likely to be lowered one
notch at or before the closing date of the AGL acquisition if the
transaction is financed as currently envisioned. Southern estimates
closing will be in the second half of 2016.

The Southern Company is a utility holding company headquartered in
Atlanta, Georgia and the parent company of utility subsidiaries
Alabama Power Company, Georgia Power Company, Gulf Power Company,
Mississippi Power Company, Southern Electric Generating Company,
wholesale power company Southern Power Company, financing
subsidiary Southern Company Capital Funding, Inc., and commercial
paper issuer Southern Company Funding Corporation.

Downgrades:

Issuer: Eutaw (City of) AL, Industrial Dev. Board

-- Backed Senior Unsecured Revenue Bonds, Downgraded to Baa3/VMIG

    3 from Baa2/VMIG 2

-- Issuer: Harrison (County of) MS

-- Backed Senior Unsecured Revenue Bonds, Downgraded to Baa3/VMIG

    3 from Baa2/VMIG 2

Issuer: Mississippi Business Finance Corporation

-- Backed Senior Unsecured Revenue Bonds, Downgraded to Baa3/VMIG

    3 from Baa2/VMIG 2

-- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from Baa2

Issuer: Mississippi Power Company

-- Issuer Rating, Downgraded to Baa3 from Baa2

-- Pref. Stock Preferred Stock, Downgraded to Ba2 from Ba1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
    from Baa2

Affirmations:

Issuer: Southern Company (The)

-- Commercial Paper, Affirmed P-2

-- Junior Subordinated Regular Bond/Debenture, Affirmed Baa2

-- Senior Unsecured Shelf, Affirmed (P)Baa1

-- Senior Unsecured Bank Credit Facility, Affirmed Baa1

-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa1

Outlook Actions:

Issuer: Mississippi Power Company

-- Outlook, Remains Negative

Issuer: Southern Company (The)

-- Outlook, Remains Negative



MOLYCORP INC: Files Joint Plan of Reorganization
------------------------------------------------
Molycorp, Inc., and its affiliated debtors filed on Nov. 3, 2015, a
joint plan of reorganization with the U.S. Bankruptcy Court for the
District of Delaware that proposes an emergence from Chapter 11
through either a stand-alone reorganization that would
substantially de-lever its balance sheet or a sale of substantially
all of its assets.

The Plan represents a major process milestone in Molycorp's
bankruptcy process and, if approved, would position the Company to
successfully emerge from Chapter 11.  The Plan is supported by the
Company???s largest pre-petition secured creditor and its
post-petition lender, investment funds managed by Oaktree Capital
Management, L.P., and its affiliates.

The Plan envisions a dual-track process pursuant to which the
Company's assets are being actively marketed for sale, either as a
whole or through the separate sale of its business units.  The
Company's four business units are Chemicals & Oxides, Magnetic
Materials & Alloys, Rare Metals, and Resources, which consists
primarily of its assets at Mountain Pass.  The Company will pursue
a plan process to sell its assets if the bid or bids received
exceed certain value thresholds set forth in the Plan.  If the bids
do not exceed the threshold values, the Company will be reorganized
with Oaktree as its shareholder around its Chemicals & Oxides,
Magnetic Materials & Alloys, and Rare Metals business units, and
its assets at Mountain Pass will be sold.

The Company has begun reaching out to a broad range of
prospective buyers.  The first round of non-binding
indications of interest are due by Dec. 1, 2015.  Interested
parties should contact Alexander Tracy of Miller Buckfire at
Alexander.tracy@millerbuckfire.com.

"If approved, the Plan would help to significantly reduce our $1.9
billion of debt and cut our interest expense, putting us on a more
solid financial and operational footing going forward," said Geoff
Bedford, Molycorp President and Chief Executive Officer.
Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
voluntary petitions under Chapter 11 of the Bankruptcy Code with
the Court on June 25, 2015.  The Company's operations outside of
North America, with the exception of non-operating companies in
Luxembourg and Barbados, were excluded from the filings.  Molycorp
Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma,
also was 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 have
acted as legal counsel to the Company in this process.

                       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.


MOLYCORP INC: Seeks Authority to Make Pension Contributions
-----------------------------------------------------------
Molycorp, Inc., et al., seek authority from the United States
Bankruptcy Court for the District of Delaware to pay, in the
ordinary course of business, quarterly contributions owed to a
legacy defined benefit pension plan for the third and fourth
calendar quarters of 2015, plus any interest that has accrued.

The Debtors assert that making the pension contributions is in the
best interests of their estates.  A continuing failure to meet
minimum funding standards can provide grounds for the Person
Benefit Guaranty Corporation to seek an involuntary termination of
a pension plan, the Debtors tell the Court.

The Debtors intend to further evaluate the Pension Plan and will
consult with their creditor constituencies regarding the
appropriate treatment of the Pension Plan in these chapter 11
cases.  But because the Debtors have the means by which to make the
relatively modest amount of the Pension Contributions at this time,
and because any failure to make the contribution would increase the
burden on the Debtors' estates, the Debtors believe that it is in
the best interest of their estates to make the Pension
Contributions for the third and fourth quarters of 2015.

The making of the Pension Contributions is necessary to prevent
potential harmful and deleterious consequences that would occur if
the contribution was not made, including a potential involuntary
termination of the Pension Plan by the Pension Benefit Guaranty
Corporation, the assessment of additional interest, taxes and
penalties and the potential imposition of "control group" liability
on various Molycorp entities, the Debtors tell the Court.

The bankruptcy court scheduled a hearing for November 16, 2015 at
10:00 a.m., to consider approval of the request.

Molycorp, Inc., et al., are represented by:

          Edmon L. Morton, Esq.
          Justin H. Rucki, Esq.
          Ashley E. Jacobs, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Tel: (302) 571-6600
          Fax: (302) 571-1253

             -- and --

          Paul D. Leake, Esq.
          Lisa Laukitis, Esq.
          JONES DAY
          222 East 41st Street
          New York, NY 10017
          Tel: (212) 326-3939
          Fax: (212) 755-7306
          Email:  pandersson@leakeandersson.com
                  llaukitis jonesday.com

             -- and --

          Joseph M. Tiller, Esq.
          JONES DAY
          77 West Wacker
          Chicago, IL 60601
          Tel: (312) 782-3939
          Fax: (312) 782-8585
          Email:  jtiller@jonesday.com

                        About Molycorp Inc.

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

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior 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.


MORGANS HOTEL: Mike Olshan and Adam Stein Join Board
----------------------------------------------------
Morgans Hotel Group Co. announced that Michael Olshan and Adam
Stein have joined its Board replacing Martin Edelman and John
Brecker, who have resigned.

Olshan is currently managing partner of O-CAP Management LLC and
founding member of OTK Associates, which owns approximately 13% of
Morgans' common stock.  Adam Stein is a portfolio manager at Pine
River Capital Management, which owns approximately 9% of Morgans'
common stock.

In addition, Mr. Olshan has been appointed to serve as a member of
the Company's Corporate Governance & Nominating Committee and Mr.
Stein has been appointed to serve as a member of the Company's
Compensation and Audit Committees, in each case effective
immediately.

"I am pleased to welcome Michael and Adam to our Board, and want to
thank Marty and John for their significant time and contributions,"
said Howard M. Lorber, Chairman of Morgans.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.

As of Sept. 30, 2015, the Company had $515 million in total assets,
$774 million in total liabilities, and a $259 million total
deficit.


MORGANS HOTEL: Reports Third Quarter 2015 Results
-------------------------------------------------
Morgans Hotel Group Co. reported a net loss attributable to common
stockholders of $11.8 million on $53.2 million of total revenues
for the three months ended Sept. 30, 2015, compared to a net loss
attributable to common stockholders of $13.7 million on $55.4
million of total revenues for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company recorded a
net loss attributable to common stockholders of $39.2 million on
$163 million of total revenues compared to a net loss attributable
to common stockholders of $55.9 million on $172 million of total
revenues for the same period a year ago.

As of Sept. 30, 2015, the Company had $515 million in total assets,
$774 million in total liabilities and a $259 million total
deficit.

At Sept. 30, 2015, the Company had approximately $38.8 million in
cash and cash equivalents and $15.8 million in restricted cash.

Strategic Plan

On May 13, 2014, Morgans announced that its Board had authorized
the exploration of a broad range of value-creating initiatives to
maximize value for stockholders.  After an extensive analysis of
various alternatives, the Board has taken the following immediate
steps:

  * Developed and begun implementing a new strategic plan;

  * Engaged a new full-time, New York City based President and
    CEO; and

  * Increased stockholder alignment on the Board.

The new strategic plan includes:

   * Pursuing the monetization of Hudson New York and Delano South

     Beach;

   * Deleveraging the Company's balance sheet, reducing its
     weighted average cost of capital, and increasing its
     financial flexibility by taking steps to retire its highest-
     cost and most restrictive securities;

   * Maximizing the value of Morgans' iconic brands by clearly
     defining each of its brand lines, thoughtfully pursuing new
     license and management agreements for these brands, and
     strategically extending brands and building scale in defined
     target markets;

   * Driving profitable revenue growth for our owners and partners

     by implementing new marketing systems, operational
     efficiencies and profit improvement programs portfolio-wide;

   * Strengthening the management team to support growth i
     initiatives while maintaining a lean and efficient corporate
     structure; and

   * Building on the Company's culture of transparency and
     accountability and ensuring open communications with
     stockholders and other key stakeholders.

Pursuant to the plan, the Company is in the process of engaging a
leading professional commercial real estate services firm, to
assist with the monetization of Hudson New York and Delano South
Beach.  The Company expects the marketing process to commence in
the fourth quarter of 2015 and to be completed by the second
quarter of 2016.

"We are very pleased to be able to share our new, comprehensive
strategic plan -- which is designed to transform Morgans into a
stronger, better-capitalized and more focused company with an
emphasis on enhancing the significance of our brands, increasing
our financial flexibility and realizing maximum value for the
Company's stockholders," said Howard M. Lorber, Chairman of
Morgans.

A full-text copy of the press release is available for free at:

                       http://is.gd/A7cFR9

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.


NAVISTAR INTERNATIONAL: Extends Expiration of NPA to Oct. 2016
--------------------------------------------------------------
Navistar Financial Securities Corporation, as the seller, Navistar
Financial Corporation, as the servicer, and Credit Suisse AG, New
York Branch, as a managing agent, Credit Suisse AG, Cayman Islands
Branch, as a committed purchaser, Alpine Securitization Corp., as a
conduit purchaser, Bank of America, National Association, as
administrative agent, as a managing agent and as a committed
purchaser, and Deutsche Bank AG, New York Branch, as a managing
agent and as a committed purchaser, entered into Amendment No. 5 to
Note Purchase Agreement.  The NPA Amendment amends the Note
Purchase Agreement, dated as of Aug. 29, 2012, among NFSC, NFC and
the Purchaser Parties, to, among other things, extend the Scheduled
Purchase Expiration Date to Oct. 28, 2016, provide the payment in
full of amounts owing to Deutsche Bank and reduce Deutsche Bank's
commitment to zero.

                     About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose        
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $619 million for the year ended Oct. 31, 2014, compared
to a net loss attributable to the Company of $898 million for the
year ended Oct. 31, 2013.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating.  The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'.  "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings.  The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.


NCL CORP: Moody's Rates New $500MM Senior Unsecured Notes 'B2'
--------------------------------------------------------------
Moody's Investors Service rated NCL Corporation Limited's (dba
Norwegian Cruise Line) new proposed $500 million senior unsecured
notes B2. At the same time, Moody's affirmed Norwegian's Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating, and
SGL-2 Speculative Grade Liquidity Rating. The rating outlook has
been revised to negative from stable.

The proposed $500 million senior notes will be used to refinance
NCL's $300 million 5% notes due 2018 and for general corporate
purposes including share repurchases. The revision in Norwegian's
outlook to negative from stable reflects that the proposed increase
in debt will result in debt levels to be higher than anticipated at
year end 2015. This along with Norwegian's 2015 year-to-date EBITDA
growth falling below Moody's expectations, will result in debt to
EBITDA approaching 5.9 times for fiscal 2015. Moody's had
originally anticipated debt to EBITDA to fall between 4.75x and
5.25x. The negative outlook also acknowledges that Norwegians'
earnings growth in 2016 may not be enough to bring debt to EBITDA
to below 5.25 times, the level of one of Moody's current downward
rating triggers.

The following rating is assigned subject to receipt and review of
final documentation:

Proposed $500 million senior unsecured notes due 2020 at B2, LGD
6

The following ratings are affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

$625 million revolving credit facility due 2018 at Ba2, LGD 3

$1.3 billion term loan A (originally $675 million) due 2018 at
Ba2, LGD 3

$350 million term loan B at Ba2, LGD 3

$680 senior unsecured notes due 2019 at B2, LGD 6

Speculative Grade Liquidity Rating at SGL-2

The following rating is affirmed to be withdrawn upon its repayment
in full:

$300 million senior unsecured notes due 2018 at B2, LGD 6

RATINGS RATIONALE

Norwegian's Ba3 Corporate Family Rating reflects its market
position as the third largest ocean cruise line worldwide behind
Carnival Corp (Baa1 stable) and Royal Caribbean (Ba1 stable).
Norwegian's rating also acknowledges it's well-known brand names
-- Norwegian Cruise, Oceania, and Regent Seven Seas-- and the young
age of its fleet which enables the company to compete against
larger rivals across all price points. Pro forma for the
incremental debt raised in November 2015 and the debt associated
with the Escape which launched in October 2015, we estimate that
Norwegian's debt to EBITDA will be about 5.9 times at the end of
fiscal 2015, a level that is high for the rating level. Barring
further increases in debt, we expect Norwegian's new ship
commitments and growth in yield to support an improvement in debt
to EBITDA towards 5.25 times by the end of fiscal 2016. The rating
considers the drag the current strong US dollar is having on yields
which is offset by low fuel prices relative to historic levels. The
rating also considers that the rise in industry-wide capacity could
dampen the pace of price improvement. The ratings incorporate our
favorable medium term growth outlook for global leisure travel and
the expectation that the cruise industry will capture its share of
this growth. Additionally, the rating is supported by the company's
good liquidity.

Ratings could be upgraded should Norwegian sustain debt to EBITDA
below 4.5 times and EBIT to interest expense above 3.0 times so
long as the outlook for the cruise industry is stable. A ratings
upgrade would also require a financial policy that supports credit
metrics remaining at these levels.

Ratings could be downgraded should Norwegian's operating
performance weaken or its financial policy change such that it is
unlikely it will reduce debt to EBITDA to below 5.25 times within
twelve months or should EBIT to interest expense decline below 2.0
times.

NCL Corporation Ltd. ("Norwegian"), headquartered in Miami, FL, is
a wholly owned subsidiary of Norwegian Cruise Line Holdings, Ltd.
Norwegian operates 22 cruise ships with approximately 45,000 berths
under three brand names; Norwegian Cruise, Oceania, and Regent
Seven Seas. Genting HK, affiliates of Apollo Management and TPG own
approximately 34% of the company. Annual net revenues are about
$3.1 billion.



NCL CORP: S&P Affirms 'BB-' CCR & Rates $500MM Notes 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings on
Miami, Fla.-based NCL Corp. Ltd., including S&P's 'BB-' corporate
credit rating. The rating outlook is stable.

At the same time, S&P assigned NCL's proposed $500 million senior
unsecured notes due 2020 its 'BB-' issue level rating, with a
recovery rating of '3', indicating its expectation for meaningful
(50% to 70%; upper half of the range) recovery for noteholders in
the event of a payment default.

NCL plans to use proceeds to repay its outstanding $300 million 5%
senior notes due 2018, to pay transaction fees and expenses, and
for other general corporate purposes, which may include debt
repayment and share repurchases.  S&P will withdraw its issue-level
rating on the 5% senior notes due 2018 once they are fully repaid.

"The affirmation of the 'BB-' corporate credit rating reflects our
expectation that planned incremental debt balances from the
proposed issuance will not change our anticipated leverage through
2016 compared to our previous base-case forecast, primarily because
we have modestly increased our base-case EBITDA and operating cash
flow forecast through 2016 given operating improvement so far this
year," said Standard & Poor's credit analyst Melissa Long.

This would be so even in the event NCL partly uses the proceeds for
various spending initiatives, including a modest amount of share
repurchases.  Incorporating the updated base case forecast, S&P's
"highly leveraged" financial risk profile assessment reflects its
view that leverage will be in the mid- to high-5x area at the end
of 2015 and improve to the mid- to high-4x area by the end of 2016.
S&P believes funds from operations (FFO) to debt will average at
least 15% over the next two years, and EBITDA coverage of interest
will be above 4x through 2016.

The stable rating outlook on NCL reflects S&P's expectation that
added capacity from ship deliveries over the next few years will be
successfully absorbed and will enable the company to grow EBITDA
meaningfully and improve leverage.  S&P expects that leverage, pro
forma for the addition of new ships to the fleet over the next
year, will improve to the mid- to high-4x area by the end of 2016
from the mid- to high-5x area at the end of 2015.

S&P could lower the rating if the company is unable to absorb new
capacity in the fleet as successfully as S&P currently expects, and
if leverage measures underperform its current expectation.
Specifically, if NCL's leverage increases closer to 6x and S&P do
not see a meaningful path back below 5x over a reasonably short
period of time, it would lower ratings.

Leverage comfortably below 5x and FFO to debt in excess of 15%
coupled with continued strong EBITDA coverage of interest could
position NCL to achieve a an improved financial risk assessment to
"aggressive" from "highly leveraged," and a one-notch higher
rating, in S&P's view.  Higher ratings would be contingent upon
S&P's confidence that NCL has successfully integrated the Prestige
acquisition, and that the cruise operating environment remains
strong enough that NCL will be able to absorb future capacity
increases without meaningful deterioration in credit measures.



NORTEL NETWORKS: Court Withdraws SNMP Suit from Mediation Referral
-------------------------------------------------------------------
An appeal was filed from a memorandum opinion and order issued by
the Bankruptcy Court on September 15, 2015, that resulted from a
motion by the Joint Administrators for Nortel Networks UK Limited
and affiliates from being added as a third party to litigation
pending before the Bankruptcy Court.

The EMEA Debtors moved to (1) enforce the automatic stay to efforts
by Nortel Networks, Inc. and affiliates (the "U.S. Debtors") to
implead the EMEA Debtors as third-party defendants in an adversary
proceeding, instituted by SNMP Research against other parties (U.S.
Debtors, Canadian Debtors and others); and (2) enjoin the U.S.
Debtors and SNMP Research from prosecuting any direct or
contribution claims in any court other than the English Court where
the EMEA administration is pending.

Judge Mary Pat Thynge of the United States District Court for the
District of Delaware recommended to withdraw the case from the
mandatory referral for mediation and proceed through the appellate
process of the District Court.  The parties are advised of their
right to object to this Recommendation.

The case is JOINT ADMINISTRATORS AND FOREIGN REPRESENTATIVES FOR
THE FOREIGN DEBTOR, Appellant, v. SNMP RESEARCH INTERNATIONAL,
INC., SNMP RESEARCH, INC., Appellees, C.A. NO. 15-879-GMS (D.
Del.).

The bankruptcy case is In re Nortel Networks UK Limited, et al.,
Debtors, BANKRUPTCY CASE NO. 09-11972 (KG)(Bankr. D. Del.).

A full-text copy of the Recommendation dated October 19, 2015 is
available at http://is.gd/LRjGlZfrom Leagle.com.

Joint Administrators and Foreign Representatives for the Foreign
Debtor, Appellant  are represented by James L. Patton, Jr., Esq. --
jpatton@ycst.com -- Young, Conaway, Stargatt & Taylor LLP, Edwin J.
Harron, Esq. -- eharron@ycst.com -- Young, Conaway, Stargatt &
Taylor LLP, Jaime Luton Chapman, Esq. -- jchapman@ycst.com --
Young, Conaway, Stargatt & Taylor LLP & John T. Dorsey, Esq. --
jdorsey@ycst.com -- Young, Conaway, Stargatt & Taylor LLP.

Appellee are represented by Norman L. Pernick, Esq. --
npernick@coleschotz.com -- Cole, Schotz, Meisel, Forman & Leonard,
P.A. & Nicholas Jaison Brannick, Esq. -- nbrannick@coleschotz.com
-- Cole, Schotz, Meisel, Forman & Leonard, P.A., Derek C. Abbott,
Esq. -- dabbott@mnat.com -- Morris, Nichols, Arsht & Tunnell LLP &
Eric D. Schwartz, Esq. -- eschwartz@mnat.com -- Morris, Nichols,
Arsht & Tunnell LLP.

Official Committee of Unsecured Creditors of the U.S. Debtors,
Appellee, represented by Christopher M. Samis, Esq. -- Whiteford,
Taylor & Preston, L.L.C. -- Whiteford, Taylor & Preston, L.L.C.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under
Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


NORTHSHORE MAINLAND: Baha Mar Developer Blasts Naming of Receiver
-----------------------------------------------------------------
The appointment of a receiver for the stalled Baha Mar project is a
part of a pattern of "disastrous actions" that have led to resort
project's continuing struggle to be completed and opened this year,
Rashad Rolle at Tribune 242 reports, citing the project's developer
and owner, Sarkis Izmirlian.

Tribune 242 relates that Deloitte & Touche Managing Partner Raymond
Winder, the partner of the resort's general contractor China
Construction America from China, were appointed receivers on behalf
of the Export-Import Bank of China, which is Baha Mar's secured
creditor through its $2.45 billion mortgage debenture.  According
to the report, the appointment removes Mr. Izmirlian as owner of
the project he created and in which he had invested $850 million.

Tribune 242 quoted Mr. Izmirlian as saying, "The appointment of a
receiver by the Export-Import Bank of China continues the
unfortunate pattern of disastrous actions taken by other
stakeholders since Baha Mar has filed for Chapter 11 that have
moved Baha Mar further from completion and are now destroying any
hope that Baha Mar, as originally conceived for the Bahamas, can
become a reality.  I, along with thousands of Bahamians, have
worked very hard to make Baha Mar a reality.

According to Tribune 242, Mr. Izmirlian claims that "China
Construction America failed to meet its promises to complete the
resort on the timetables it set, and failed to meet its financial
obligations to Baha Mar, engaging in reckless and self-serving
actions at the expense of the project as it now seems to be doing
as well at The Pointe, in downtown Nassau.  The government of the
Bahamas failed to meet its promises to Baha Mar, including making
timely payments of monies it was obligated to pay Baha Mar.  The
result was a liquidity crunch last June that put Baha Mar at risk.
To mitigate that risk, the board of Baha Mar determined that the
proper, and only truly viable course, was for Baha Mar to
voluntarily file for Chapter 11 (bankruptcy protection) under U.S.
law, a reorganization option that does not exist in the Bahamas as
the provisional liquidation has now proven."

                           About Baha Mar

Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402).  Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.

The bankruptcy cases are assigned to Judge Kevin J. Carey.  The
Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz,
Esq.,and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York.  The Debtors' Delaware counsel are Laura
Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware.  The Debtors' Bahamian counsel is
Glinton Sweeting O'Brien.  The Debtors' special litigation counsel
is Kobre & Kim LLP.  The Debtors' construction counsel is Glaser
Weil Fink Howard Avchen & Shapiro LLP.

The Debtors' investment banker and financial advisor is Moelis
Company LLC.  The Debtors' claims and noticing agent is Prime
Clerk LLC.

                            *     *     *

In September 2015, Judge Carey dismissed the Chapter 11
Proceedings filed in the Delaware court by Baha Mar chief
executive officer Sarkis Izmirlian, ruling in favor of the
contractor on the project, China Construction America (CCA), and
its financier, the China Export-Import Bank (CEXIM); but denied
the motion to dismiss Northshore Mainland Services, Inc.'s
bankruptcy case.


NURSES REGISTRY: Court Approves $5.7M Sale to Louisiana Company
---------------------------------------------------------------
Greg Kocher at Lexington (Ky.) Herald-Leader reported that a U.S.
Bankruptcy Court judge has authorized the sale of Nurses Registry
and Home Health Corp. to a Louisiana company called LHC Group for
$5.7 million, according to court records.

In an order authorizing the sale of the Lexington-based company,
Judge Gregory R. Schaaf wrote that LHC Group's proposed purchase
"is fair and reasonable, represents the highest and best offer for
the purchased assets, and is in the best interests of the debtor,
its creditors and its estate."

Of the net sale proceeds -- what's left after attorney fees, broker
fees and other associated costs -- 70% will go to the U.S.
government and 30% will go to the bankruptcy estate, according to
an order approving the settlement agreement.

Another company, Five Points Healthcare LLC in Atlanta, had
submitted a bid of $3.5 million for Nurses Registry at a
court-authorized auction, but its bid was not accepted.

Based in Lafayette, La., LHC Group is a national provider of home
health, hospice and comprehensive post-acute health care services.

Nurses' Registry and Home Health Corporation sought Chapter 11
protection (Bankr. E.D. Ky. Case No. 15-51278) in Lexington,
Kentucky, on June 26, 2015.  The case is assigned to Judge Gregory
R. Schaaf.  The Debtor tapped Amelia M. Adams, Esq., and Laura Day
DelCotto, Esq., at Delcotto Law Group PLLC, as counsel.  The Debtor
estimated $1 million to $10 million in assets and debt.



PENN NATIONAL: Moody's Cuts Corporate Family Rating to Ba3
----------------------------------------------------------
Moody's Investors Service downgraded Penn National Gaming, Inc.'s
Corporate Family Rating to Ba3 from Ba2 based on the expectation
that the company will not be able to reduce its leverage at a pace
and to a degree that Moody's feels would be appropriate for a Ba2
given Penn's asset and business risk profile. Moody's also assigned
an SGL-2 Speculative Grade Liquidity rating to Penn. The rating
outlook is stable.

Ratings downgraded:

Corporate Family Rating, to Ba3 from Ba2

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

Senior secured revolver due 2018, to Ba2(LGD3) from Ba1(LGD3)

Term loan A due 2018, to Ba2(LGD3) from Ba1(LGD3)

Term loan B due 2020, to Ba2(LGD3) from Ba1(LGD3)

Senior unsecured notes due 2021, to B2(LGD6) from B1(LGD6)

Rating assigned:

Speculative Grade Liquidity rating, at SGL-2

RATINGS RATIONALE

"Despite revenue, EBITDA and margin improvement throughout 2015,
and further improvement likely in 2016, we do not expect Penn will
achieve lease-adjusted debt/EBITDA at/near 5.0 times by the end of
fiscal 2016, the target leverage level needed to be achieved by
Penn for the company to maintain its Ba2 Corporate Family Rating,"
stated Keith Foley, a Senior Vice President at Moody's. "We expect
that Penn's lease-adjusted debt/EBITDA will be about 6.5 times by
the end of fiscal 2015, close to 6.0 times by the end of fiscal
2016, and about 5.7 times by the end of fiscal 2017," added Foley.

Penn's recent announcement that it will reclassify its operating
leases with Gaming & Leisure Properties, Inc. (GLPI, Ba1 stable) as
a financing lease was not a factor with respect to the downgrade as
it will not have an impact on Penn's operations and financial
performance. Additionally, Moody's calculation of Penn's leverage
already included the present value of of the company's operating
leases.

Moody's has given Penn, a company with a strong operational track
record, a considerable amount of time to reduce its leverage since
the split into an operating company and a real estate company
almost two years ago. However, Penn's ability to achieve the
leverage target to avoid a downgrade in 2016 seems unlikely,
particularly in light of the company's development spending and
debt-funded acquisition of Tropicana in Las Vegas for about $360
million, an asset that does not currently contribute any EBITDA and
will require some further investment.

Also incorporated into the one-notch downgrade is Moody's view that
while the regional gaming operating environment across the US has
stabilized for now, the growth aspect of the sector's EBITDA going
forward is less certain. As a result, a very significant
improvement in Penn's leverage is not likely, absent a leverage
reducing transaction such as an equity offering. Moody's assumption
is that Penn will only reduce its lease-adjusted debt/EBITDA
slightly more than one full turn in the next two years. Moody's
believes Penn's acquisition and investing activities will generate
enough of a return to facilitate a reduction in leverage over the
longer-term, but not within the analytical time horizon needed to
maintain a Ba2 Corporate Family Rating.

Penn's Ba3 Corporate Family Rating is supported by its high EBITDA
margins relative to its peers, large size and significant level of
geographic diversification, along with the operating and financial
benefits Moody's believes are available to Penn through the
company's relationship with GLPI, a real estate investment trust.
These favorable attributes allow Penn to carry higher leverage at a
given rating level than companies with a smaller revenue base,
lower relative EBITDA margins, and less favorable geographic
diversification.

Penn's SGL-2 Speculative Grade Liquidity rating reflects the
company's good liquidity profile. Although Moody's does not expect
Penn to generate a significant amount of free cash flow over the
next 12-18 month period, there are no material debt maturities
until 2018 when the company's $500 million revolver and its $500
million term loan mature of which about $460 million remains
outstanding. Additionally, Moody's expects Penn will maintain a
comfortable degree of cushion with respect to maintaining
compliance with the financial covenants contained in its credit
agreement.

The stable rating outlook considers Moody's expectation that Penn
will be able to reduce and maintain lease adjusted debt/EBITDA
closer to 6.0 times by the end of 2016. The stable outlook
anticipates some deleveraging impact from the increasing amount of
EBITDA contribution that will come from Penn's $250 million
Plainridge Park Casino development, which opened fairly strong in
Massachusetts this past June.

Ratings could improve if Penn manages to achieve lease-adjusted
debt/EBITDA at/near 5.0 times. Penn's leverage would have to show
some improvement in order to maintain its Ba3 Corporate Family
Rating. The continuation of lease-adjusted debt/EBITDA at 6.5 times
through the end of 2016 would likely result in a downgrade.

Penn owns, operates or has ownership interests in gaming and racing
facilities and video gaming terminal operations throughout the US.
At September 30, 2015, the company operated twenty-seven facilities
in seventeen jurisdictions, including Florida, Illinois, Indiana,
Kansas, Maine, Massachusetts, Maryland, Mississippi, Missouri,
Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West
Virginia, and Ontario. Consolidated net revenue for the latest
12-month period ended September 30, 2015 was about $2.8 billion.



PHOENIX INDUSTRIAL: S&P Withdraws 'D' Rating on 2013 Revenue Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its rating on the
Industrial Development Authority of the City of Phoenix, Ariz.'s
series 2013 solid waste disposal facilities revenue bonds.  This
action follows the lowering of the rating to 'D' from 'CCC' on Oct.
4, 2015.


PRECISION INDUSTRIAL: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Precision Industrial Contractors, Inc.
        1555 Downriver Drive
        Woodland, WA 98674

Case No.: 15-45167

Type of Business: Industrial Contracting

Chapter 11 Petition Date: November 5, 2015

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Brian D Lynch

Debtor's Counsel: Thomas W Stilley, Esq.
                  SUSSMAN SHANK LLP
                  1000 SW Broadway Ste 1400  
                  Portland, OR 97205-3066
                  Tel: 503-227-1111
                  Email: tom@sussmanshank.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Rodney E. Schultz, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Airgas USA, LLC                        Vendor           $37,293

Applied Industrial Technologies       Services          $34,783

Bakersfield Pipe & Supply Inc.         Goods            $68,810

Dry Box, Inc.                          Goods            $21,216

Farwest Steel Corporation              Goods            $85,711

IRC Aluminum & Stainless               Goods            $29,827

Izumi International, Inc.             Services          $19,560

KPD Insurance                         Services          $39,878

McMaster-Carr Supply Company           Goods            $45,250

Michelman & Robinson                  Services         $163,444

Motion Industries                     Services          $84,406

Onyx Resolution LLC                   Collection       $426,144
1220 Main St. Ste 475                  Account
Vancouver, WA 98660

Petrochem Insulation, Inc.             Services         $36,100

Powder Tech, Inc                       Services         $40,771

Precision Staffing Solutions           Services         $22,448

Regence Blue Shield                     Medical         $50,502

Superior Industrial Insulation          Services        $39,250

Thomson Reuters                         Services        $43,331

Transamerica Financial Advisors, Inc.   Services        $31,278

West Coast Metals                        Goods          $58,883


PRECISION OPTICS: MHW Partners Reports 8% Stake as of Oct. 19
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, MHW Partners, L.P. disclosed that as of Oct. 19, 2015,
it beneficially owned 607,399 shares of Precision Optics
Corporation, Inc., representing 8 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/BlVfIK

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics reported a net loss of $1.17 million on $3.91
million of revenues for the year ended June 30, 2015, compared to a
net loss of $1.16 million on $3.65 million of revenues for the year
ended June 30, 2014.

As of June 30, 2015, the Company had $2.04 million in total assets,
$1.37 million in total liabilities, all current, and $667,000 in
total stockholders' equity.

Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company has suffered
recurring net losses and negative cash flows from operations, which
raises substantial doubt about its ability to continue as a going
concern.


PREMIER EXHIBITIONS: Completes Merger With Dinoking Tech
--------------------------------------------------------
Premier Exhibitions, Inc., announced that on Nov. 1, 2015, it
acquired the outstanding shares of Dinoking Tech Inc. through the
issuance of Premier shares and shares exchangeable for Premier
shares.  The Company previously announced that its shareholders
voted in favor of the transaction on Oct. 29, 2015.  On Nov. 1,
2015, Premier executed all agreements necessary to close on its
acquisition of the Dinoking shares effective that date.

On Nov. 2, 2015, pursuant to the Merger Agreement, Premier's board
of directors appointed Mr. Daoping Bao as the executive chairman of
the Board, president and chief executive officer of Premier, and
each subsidiary of the company, as of the closing of the merger of
Premier and Dinoking.  Michael Little, who had served as Premier's
interim chief executive officer, will continue to serve as
Premier's chief financial officer and chief operating officer.

In addition, on Nov. 2, 2015, the board of directors increased its
size to seven and appointed four new directors to the board --
Daoping Bao; Michael Evans, a principal at Evans & Evans, an
international investment banking firm; Sid Dutchak, Calgary based
businessman with a background in corporate restructuring and public
company management; and Mingcheng Tao, former chief executive
officer and director of BesTV Network Television Technology
Development Co., Ltd.

While the Company has not yet received notice from the Nasdaq Stock
Market LLC, it expects that the Company's listing application
related to the Merger will be rejected based upon its failure to
reach a trading price of at least $3.00 at the time of Closing.
When the Company receives such notice, it intends to appeal the
decision of NASDAQ.

Additional information is available for free at:

                       http://is.gd/d3mHIy

                    About Premier Exhibitions

Premier Exhibitions, Inc., develops, deploys and operates
exhibition products that are presented to the public in exhibition
centers, museums and non-traditional venues.  The Atlanta-based
Company's exhibitions generate income primarily through ticket
sales, third-party licensing, sponsorship and merchandise sales.

Premier Exhibitions reported a net loss of $11.7 million on $29.4
million of total revenue for the year ended Feb. 28, 2015, compared
with a net loss of $778,000 on $29.3 million of total revenue for
the year ended Feb. 28, 2014.

As of Aug. 31, 2015, the Company had $35.89 million in total
assets, $32.2 million in total liabilities, $2.66 million in equity
attributable to shareholders of the Company and $1.02 million in
equity attributable to non-controlling interest.

                        Bankruptcy Warning

On April 2, 2015, the Company announced that it had entered into a
definitive merger agreement whereby it plans to combine with
Dinoking Tech Inc.  Under the Merger Agreement, the DK shareholders
will be entitled to up to 24% of the fully diluted ownership of the
Company for all of the issued and outstanding shares of DK.  In
addition, an investor group has agreed to provide up to $13.5
million in convertible debt funding to Premier to repay $8 million
of existing debt and $5.5 million for corporate purposes including
the completion of the development of "Saturday Night Live: The
Exhibition" and "Premier Exhibitions 5th Avenue," the Company's
state-of-the-art exhibition and special events center located in
New York City.  As of August 31, 2015, the investor group had
provided the entire $13.5 million of funding.  Upon closing of the
merger transaction, the debt will be convertible into shares of the
Company based on a price of $4.48 per share, if the conversion is
approved by shareholders.  The Company used this funding to retire
the debt owed to Pentwater Capital, to continue funding
improvements on the building at 417 Fifth Avenue, and to complete
our "Saturday Night Live" exhibition.  The transaction has been
approved by the Board of Directors of Premier.  Premier's principal
shareholder, Sellers Capital, LLC, and the directors and officers
of the Company have entered into agreements to vote in favor of
the
transaction.  The completion of the transaction is subject to
Premier shareholder approval among other customary closing
conditions.  The shareholder meeting to approve the transaction is
expected to be held on Oct. 29, 2015.  The merger is expected to be
completed on Oct. 29, 2015.

"While the Company recently repaid a loan of $8.0 million, the
Company will have to repay $13.5 million received in convertible
debt funding if the merger transaction does not close.  As a
result, the Company will have to refinance the debt or obtain funds
to repay the debt in full if that occurs.  In addition, if the
merger transaction is terminated under certain conditions the
Company would be required to pay a $1 million breakup fee to DK.
The Company could be capital constrained and unable to fulfill the
terms of this and other agreements if its access to capital sources
does not improve in the near term.

"If the Merger Agreement transactions are not approved by
shareholders, or additional financing is not obtained, the Company
may have to seek the protection of the U.S. bankruptcy laws and/or
cease operating as a going concern.  In addition, if the Company
does not meet its payment obligations to third parties as they come
due, the Company may be subject to an involuntary bankruptcy
proceeding or other litigation claims, which it would likely not
have the resources to defend," the Company states in its quarterly
report for the period ended Aug. 31, 2015.


PREMIER EXHIBITIONS: Shareholders OK Merger With Dinoking Tech
--------------------------------------------------------------
Premier Exhibitions, Inc., announced that, at a special meeting of
shareholders on Oct. 29, 2015, its shareholders voted in favor of
all of the proposals presented to the meeting and necessary to
approve the acquisition by the Company of the outstanding shares of
Dinoking Tech Inc. through the issuance of Premier shares or shares
exchangeable for Premier shares.  The merger transaction is
expected to formally occur in the next few days.

In addition, Premier shareholders approved the issuance of Premier
shares by the Company in consideration of any future contingent
payments owing to Dinoking shareholders (with a maximum cash value
of up to US$8.6 million) if certain milestones are reached by
Dinoking. The Premier common shares will be issued under and in
accordance with the Merger Agreement or the Future Contingency
Payments Agreement, as applicable, each dated as of April 2, 2015.

Pursuant to the Merger Agreement, upon the closing of the merger of
the Company and Dinoking, the Company's board of directors will
appoint Mr. Daoping Bao as the Executive Chairman of the Board,
President and Chief Executive Officer of the Company.

                     About Premier Exhibitions

Premier Exhibitions, Inc., develops, deploys and operates
exhibition products that are presented to the public in exhibition
centers, museums and non-traditional venues.  The Atlanta-based
Company's exhibitions generate income primarily through ticket
sales, third-party licensing, sponsorship and merchandise sales.

Premier Exhibitions reported a net loss of $11.7 million on $29.4
million of total revenue for the year ended Feb. 28, 2015, compared
with a net loss of $778,000 on $29.3 million of total revenue for
the year ended Feb. 28, 2014.

As of Aug. 31, 2015, the Company had $35.89 million in total
assets, $32.2 million in total liabilities, $2.66 million in equity
attributable to shareholders of the Company and $1.02 million in
equity attributable to non-controlling interest.

                        Bankruptcy Warning

On April 2, 2015, the Company announced that it had entered into a
definitive merger agreement whereby it plans to combine with
Dinoking Tech Inc.  Under the Merger Agreement, the DK shareholders
will be entitled to up to 24% of the fully diluted ownership of the
Company for all of the issued and outstanding shares of DK.  In
addition, an investor group has agreed to provide up to $13.5
million in convertible debt funding to Premier to repay $8 million
of existing debt and $5.5 million for corporate purposes including
the completion of the development of "Saturday Night Live: The
Exhibition" and "Premier Exhibitions 5th Avenue," the Company's
state-of-the-art exhibition and special events center located in
New York City.  As of August 31, 2015, the investor group had
provided the entire $13.5 million of funding.  Upon closing of the
merger transaction, the debt will be convertible into shares of the
Company based on a price of $4.48 per share, if the conversion is
approved by shareholders.  The Company used this funding to retire
the debt owed to Pentwater Capital, to continue funding
improvements on the building at 417 Fifth Avenue, and to complete
our "Saturday Night Live" exhibition.  The transaction has been
approved by the Board of Directors of Premier.  Premier's principal
shareholder, Sellers Capital, LLC, and the directors and officers
of the Company have entered into agreements to vote in favor of
the
transaction.  The completion of the transaction is subject to
Premier shareholder approval among other customary closing
conditions.  The shareholder meeting to approve the transaction is
expected to be held on Oct. 29, 2015.  The merger is expected to be
completed on Oct. 29, 2015.

"While the Company recently repaid a loan of $8.0 million, the
Company will have to repay $13.5 million received in convertible
debt funding if the merger transaction does not close.  As a
result, the Company will have to refinance the debt or obtain funds
to repay the debt in full if that occurs.  In addition, if the
merger transaction is terminated under certain conditions the
Company would be required to pay a $1 million breakup fee to DK.
The Company could be capital constrained and unable to fulfill the
terms of this and other agreements if its access to capital sources
does not improve in the near term.

"If the Merger Agreement transactions are not approved by
shareholders, or additional financing is not obtained, the Company
may have to seek the protection of the U.S. bankruptcy laws and/or
cease operating as a going concern.  In addition, if the Company
does not meet its payment obligations to third parties as they come
due, the Company may be subject to an involuntary bankruptcy
proceeding or other litigation claims, which it would likely not
have the resources to defend," the Company states in its quarterly
report for the period ended Aug. 31, 2015.


PRESIDENTIAL REALTY: Christopher Singley Owns 2.1% CL-B Shares
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Christopher Singley disclosed that as of Oct. 28, 2015,
he beneficially owned 82,175 shares of Class B Common Stock of
Presidential Realty Corporation, representing 2.1 percent of the
shares outstanding.  A copy of the regulatory filing is available
at http://is.gd/Ljzq9i

                    About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Presidential Realty reported net income of $2.47 million on
$847,000 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $2.33 million on $780,000 of total
revenues in 2012.

As of June 30, 2015, the Company had $970,700 in total assets,
$1.90 million in total liabilities, and a $1 million total
stockholders' deficit.

Baker Tilly Virchow Krause, LLP, in Melville, New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.  These factors
raise substantial doubt about its ability to continue as a going
concern.


PURADYN FILTER: Board Member Chuck Walton Passed Away
-----------------------------------------------------
The Board of Directors and the staff of Puradyn Filter Technologies
Incorporated mourn the passing of Charles W. "Chuck" Walton,
retired business executive and Puradyn Board member who passed away
earlier this week.

Dr. Walton was appointed to the Puradyn Board of Directors on
Aug. 25, 2005, and was a member of the Company's Audit Committee.
Retired at the time of his death, Dr. Walton was Chairman of
Wastequip, Inc., which he founded in 1989.  As a result of over 35
successful acquisitions and internal growth, Wastequip became the
largest supplier of equipment for the waste management industry in
North America.

Puradyn Chairman and Chief Executive Officer, Joseph V. Vittoria,
said, "We are deeply saddened by the news of Chuck's death.  His
support and insight as a member of our board for over ten years has
been invaluable and he will be greatly missed.  We extend our
condolences to the entire Walton family."  

                       About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported a net loss of $1.15 million on $3.11
million of net sales for the year ended Dec. 31, 2014, compared to
a net loss of $1.33 million on $2.53 million of net sales for the
year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $1.67 million in total assets,
$13.4 million in total liabilities, and a $11.7 million total
stockholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014.  The independent
auditors noted that the Company has incurred net losses each year
since inception and has relied on the sale of its stock and loans
from third parties and related parties to fund its operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


QUIKSILVER RESOURCES: Court Approves Plan Sponsor Agreement
-----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Quiksilver Resources Inc.'s motion for entry of an order
authorizing and approving (i) assumption of a plan sponsor
agreement (PSA) by and among the Debtors and certain funds managed
by affiliates of Oaktree Capital Management, which collectively
hold 73% of the Debtors' outstanding U.S. secured notes and (ii)
payment of a break-up fee and related transaction expenses.

As previously reported, "Under the PSA, the Plan Sponsor, which
holds 73% of the Debtors' U.S. Secured Notes, is agreeing to vote
the full value of its claims in favor of a restructuring which
would impair and equitize its claim, and is committing to backstop
two further rights offerings, of $122.5 million and ???50 million,
in order to provide liquidity to fund certain obligations of the
Debtors upon emergence from these Chapter 11 Cases???.Holders of
allowed secured note claims shall receive new common stock in an
amount to be set forth in the Plan, in a value which will fall
short of the amount of such holder's allowed secured claim. Holders
of allowed unsecured claims (which include both general unsecured
claims and claims relating to the Debtors' unsecured notes) will
receive an allocated portion of $7.5 million in cash proceeds,
which shall be funded by the Debtors' exit rights offering.
Finally, holders of guaranty claims based upon certain Debtors'
guarantees of the Euro Note obligations shall have such claims
reinstated and rendered unimpaired in accordance with section 1124
of the Bankruptcy Code."

In a separate report, Jonathan Randles at Bankruptcy Law360
reported that a Delaware bankruptcy judge gave Quiksilver final
approval on Oct. 28, 2015, to tap financing worth up to
$175 million to fund the sportswear retailer's operations as it
continues to pursue a court-monitored restructuring and potential
sale of the business.

U.S. Bankruptcy Judge Brendan L. Shannon signed off on the
debtor-in-possession financing package floated by lender Oaktree
Capital Management LP.  Final approval of the DIP package will
provide Quicksilver Inc., which filed for bankruptcy in September,
the funding it needs as it works to restructure its debt.

                    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.

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.


QUIRKY INC: Cases Jointly Administered for Procedural Purposes
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the joint administration of the Chapter 11 cases of
Quirky, Inc., et al., for procedural purposes only.

The cases will be administered jointly under Case No. 15-12596 (MG)
in accordance with the provisions of Bankruptcy Rule 1015.

                        About Quirky, Inc.

Headquartered in New York City, Quirky designs and develops
various products ranging from electronics, home and garden, kitchen
and organization and sells those products through big box retailers
like Target and Home Depot and online through its Web site.  The
Company sold over 150 different products and a total of 4 million
units, generating over $50 million in revenue from its retail and
consulting businesses in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to
Flextronics International USA Inc., for $15 million, absent higher
and better offers.

The petitions were signed by Charles Kwalwasser, the chief
administrative officer.

Judge Martin Glenn is assigned to the jointly administered cases.

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

The Debtors have engaged Cooley LLP as counsel, Klestadt Winters
Jureller Southard & Stevens LLP as conflicts counsel, Centerview
Partners LLC as investment bankers, FTI Consulting, Inc., as
financial advisors, Rust Consulting/Omni Bankruptcy as claims and
noticing agent and Hilco IP Services LLC dba Hilco Streambank as
intellectual property disposition consultant to Quirky, Inc.

The U.S. Trustee for Region 2, appointed five members to the
Official Committee of Unsecured Creditors.


RADIOSHACK CORP: Lawsuit Blitz Seeks Millions from Apple, Others
----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the liquidating
trustee for the former RadioShack filed more than 140 lawsuits on
Oct. 29, 2015, in New York bankruptcy court against Apple, Amazon,
Verizon and many more of the company's former vendors and service
providers to recover millions of dollars it spent in the weeks
leading up to its Chapter 11 filing.

Peter Kravits, the liquidating trustee for the company now known as
RS Legacy Corp., is seeking to recover transfers the retailer made
90 days before it filed for bankruptcy in February.

                 About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015,
disclosing total assets of $1.2 billion, versus total debt of $1.3
billion.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.  David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel.  Carlin Adrianopoli at FTI Consulting, Inc. is the
Debtors' restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.  

                           *     *     *

After an auction in March 2015, the Debtors sold most of the
assets to General Wireless, Inc., an entity formed by Standard
General, L.P., for $150 million.  The Debtors also sold Mexican
assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million
plus the assumption of debt.  Regal Forest Holding Co. Ltd. bought
the Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.

In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.

The bankruptcy judge on Sept. 30, 2015, agreed to confirm the
RadioShack Corp. estate's liquidating plan.  The centerpiece of
The Plan is the resolution of various disputes among the Debtors,
the Creditors' Committee and the SCP Secured Parties.


RADIOSHACK CORP: Liquidating Trustee Files 383 Preference Actions
-----------------------------------------------------------------
L. John Bird at Delaware Bankruptcy Litigation reports that RSH
Liquidating Trustee, Peter Kravitz, has filed 383 preference
actions, arguing that the transfers, or payments, received by
various defendants are avoidable and subject to recovery under 11
U.S.C. Section 547 of the U.S. Bankruptcy Code.  DBL relates that
in a majority of the complaints, the Liquidating Trustee
"acknowledges that some of the Transfers might be subject to
defenses under Bankruptcy Code section 547(c), for which Defendant
bears the burden of proof under Section 547(g)."

                 About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015,
disclosing total assets of $1.2 billion, versus total debt of $1.3
billion.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel.  David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel.  Carlin Adrianopoli at FTI Consulting, Inc. is the
Debtors' restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.  

                           *     *     *

After an auction in March 2015, the Debtors sold most of the
assets to General Wireless, Inc., an entity formed by Standard
General, L.P., for $150 million.  The Debtors also sold Mexican
assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million
plus the assumption of debt.  Regal Forest Holding Co. Ltd. bought
the Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.

In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.

The bankruptcy judge on Sept. 30, 2015, agreed to confirm the
RadioShack Corp. estate's liquidating plan.  The centerpiece of
The Plan is the resolution of various disputes among the Debtors,
the Creditors' Committee and the SCP Secured Parties.


RETROPHIN INC: Reports Third Quarter 2015 Financial Results
-----------------------------------------------------------
Retrophin, Inc., reported net income of $106 million on $28 million
of net product sales for the three months ended Sept. 30, 2015,
compared to a net loss of $18.0 million on $8.34 million of net
product sales for the same period during the prior year.

For the nine months ended Sept. 30, 2015, the Company reported net
income of $120 million on $69.4 million of net product sales
compared to a net loss of $81.9 million on $14.1 million of net
product sales for the same period a year ago.

As of Sept. 30, 2015, the Company had $512 million in total assets,
$221 million in total liabilities, and $291 million in total
stockholders' equity.

"The third quarter marked further advancement of Retrophin's
operational performance and the continued strengthening of our
financial foundation," said Stephen Aselage, chief executive
officer of Retrophin.  "Demand for our commercial products
continues to grow, and we are making meaningful progress in
advancing our key development candidates closer to regulatory
approval."

A full-text copy of the press release is available for free at:

                       http://is.gd/aFan0K

                          About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million in 2013.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014.  The accounting firm noted that the Company has
suffered recurring losses from operations, used significant amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014, the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively.  Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


ROSETTA GENOMICS: Cancels Equity Sales Agreement with Cantor
------------------------------------------------------------
Rosetta Genomics Ltd. announced that it has terminated, effective
as of Nov. 2, 2015, the Controlled Equity Offering Sales Agreement
dated Feb. 18, 2015, with Cantor Fitzgerald & Co., as sales agent.

                            About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics reported a loss from continuing operations of
$14.5 million on $1.32 million for the year ended Dec. 31, 2014, a
loss from continuing operations of $13.2 million in 2013 and a loss
from continuing operations of $10.69 million in 2012.

As of June 30, 2015, Rosetta Genomics had $23.3 million in total
assets, $3.49 million in total liabilities and $19.8 million in
total shareholders' equity.

                        Bankruptcy Warning

"We will likely require substantial additional funding and expect
to augment our cash balance through financing transactions,
including the issuance of debt or equity securities and further
strategic collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance of
ordinary shares, various series of debt securities and/or warrants
to purchase any of such securities, either individually or in
units, with a total value of up to $75 million, from time to time
at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19, 2012.
As of the time of the filing of this Annual Report on Form 20-F,
we had sold through the Cantor Sales Agreement an aggregate of
4,736,854 of our ordinary shares for gross proceeds of $19.9
million under this shelf registration statement, leaving an
aggregate of approximately $55.1 million of securities available
for sale under this Form F-3, subject to limitations imposed by the
SEC for companies with a public float of less than $75 million.  If
we need additional funding, there can be no assurance that we will
be able to obtain adequate levels of additional funding on
favorable terms, if at all.  If adequate funds are needed and not
available, we may be required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetize certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States," the Company said in its annual report for the
     year ended Dec. 31, 2014.


SAMSON RESOURCES: Files Rule 2015.3 Periodic Report
---------------------------------------------------
Samson Resources Corp. and its affiliates filed a report, as of
Sept. 15, 2015, on the value, operations and profitability of these
companies in which they hold a substantial or controlling
interest:

   Companies                              Interest of Estate  
   ---------                              ------------------
   SGH Enterprises Inc.                         100%
   Samson Kelley Operating Company Ltd.         100%
   Cimarron Oil Field Supply LLC                100%   
   OSN Production Ltd.                          100%
   PYR Energy Corp.                             100%
   Samson Canada Holdings, ULC                  100%

Samson Resources filed the report pursuant to Bankruptcy Rule
2015.3.  The report is available for free at http://is.gd/Py8I34

                      About Samson Resources

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

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

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

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

The Official Committee of Unsecured Creditors tapped Farnan LLP and
White & Case LLP as attorneys.



SAMSON RESOURCES: Says Restructuring Deal in Danger of Collapsing
-----------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that oil and gas firm
Samson Resources Corp. told a Delaware bankruptcy judge on Oct. 29,
2015, that its restructuring deal with lenders is in danger of
collapsing and that its CEO would be resigning in December, sending
a case that was believed to be a quick prearranged Chapter 11 into
uncertainty.

At a hearing in Wilmington, Samson attorney Joshua Sussberg of
Kirkland & Ellis LLP told the court that the continuing fall in
natural gas prices had jeopardized the restructuring support
agreement the Debtor struck.

                      About Samson Resources

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

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

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

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.

Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker.  Garden City Group, LLC serves as claims and noticing agent
to the Debtors.

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


SHELLEY FOOD: Nov. 18 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
William K. Harrington, United States Trustee of Region 2, will hold
an organizational meeting on Nov. 10, 2015, at 11:00 a.m. in the
bankruptcy case of Shelley Food Stores, Inc. II.

The meeting will be held at:

         80 Broad Street
         4th Floor
         New York, NY 10004

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee. Section 1103 of the
Bankruptcy Code provides that the Committee may consult with the
debtor, investigate the debtor and its business operations and
participate in the formulation of a plan of reorganization.  The
Committee may also perform other services as are in the interests
of the unsecured creditors whom it represents.



SPIRE CORP: RSM Quits as Accountants
------------------------------------
Spire Corporation was notified by RSM US LLP, formerly McGladrey
LLP, that RSM has resigned as the Company's independent registered
public accounting firm effective Oct. 29, 2015, according to a Form
8-K report filed with the Securities and Exchange Commission.  The
Company said the resignation was not a result with any
disagreements with the accounting firm.

RSM's report on the financial statements of the Company for the
fiscal years ended Dec. 31, 2013, and 2012 contained no adverse
opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles,
except that the report contained a paragraph stating that there was
substantial doubt about the Company's ability to continue as a
going concern.  RSM did not issue a report on the financial
statements of the Company for the fiscal year ended Dec. 31, 2014,
due to the Company's financial and liquidity issues impacting its
ability to complete its financial statements.

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

The Company's balance sheet at Sept. 30, 2014, showed
$9.73 million in total assets, $15.6 million in total liabilities,
and a $5.87 million total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


ST. VINCENT: "Whiteside" Wrongful Death Suit Dismissed
------------------------------------------------------
The Appellate Division of the Supreme Court of New York, Second
Department granted St. Vincent Catholic Medical Center's motion to
dismiss the complaint wrongful death complaint captioned CORA E.
WHITESIDE, ETC., Respondent, v. RONALD A. MANFREDI, ETC.,
Defendant, ST. VINCENT CATHOLIC MEDICAL CENTER, Appellant,
2010-02321, INDEX NO. 100053/06. 2015 NY Slip Op 07647.

A full-text copy of the Decision and Order dated October 21, 2015
is available at http://is.gd/s3C2QVfrom Leagle.com.

Appellant is represented by Jacqueline Mandell, Esq. --
jmandell@kbrlaw.com -- Kaufman Borgeest & Ryan LLP

Respondent is represented by  Raymond A. Raskin, Esq., 26 Court St
# 1607 Brooklyn, NY 11242; Phone: (718) 875-2060

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital  
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STELLAR BIOTECHNOLOGIES: Approved for NASDAQ Uplisting
------------------------------------------------------
Stellar Biotechnologies, Inc., announced that the Company has
received approval for its common shares to begin trading on The
NASDAQ Capital Market.

Stellar's common shares began trading on Nasdaq under the symbol
"SBOT" at market open on Nov. 5, 2015.  In addition, Nasdaq had
invited Stellar to ring the Nasdaq Closing Bell that day.

"This is a significant milestone for Stellar and an important step
in our corporate growth," said Frank Oakes, president, Chief
executive officer and chairman.  "We anticipate that the listing of
our shares on NASDAQ will raise our visibility within the
investment community and with institutional investors, and will
offer our shareholders an opportunity for increased liquidity. This
approval comes at an important time for Stellar, as evidenced by
our recently announced plan to expand manufacturing capacity to
meet growing demand for KLH protein in immunotherapy.  We look
forward to sharing our future achievements with investors,
customers, and collaborators."

In celebration of the Company's listing on the exchange, CEO Frank
Oakes and members of Stellar's management team participated in the
Nasdaq closing ceremony on Thursday, Nov. 5, 2015 at 4:00 PM ET
(1:00 PM PT) at the Nasdaq MarketSite in New York City.  The event
was broadcast live via Nasdaq's livestream portal at
http://livestream.com/nasdaq/live.

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.

As of June 30, 2015, the Company had $11.2 million in total assets,
$1.7 million in total liabilities and $9.4 million in total
shareholders' equity.


STELLAR BIOTECHNOLOGIES: Echavarria Has 17.6% Stake as of Nov. 4
----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on Nov. 4, 2015, Ernesto Echavarria disclosed that it
beneficially owns 14,613,100 (11,113,100 common shares and
3,500,000 warrants) of Stellar Biotechnologies Inc., representing
17.6%, assuming exercise of the 3,500,000 warrants.

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.

As of June 30, 2015, the Company had $11.2 million in total assets,
$1.7 million in total liabilities and $9.4 million in total
shareholders' equity.


STEREOTAXIS INC: Reports 2015 Third Quarter Financial Results
-------------------------------------------------------------
Stereotaxis, Inc., reported a net loss of $996,926 on $9.27 million
of total revenue for the three months ended Sept. 30, 2015,
compared to net income of $22,670 on $8.85 million of total revenue
for the same period during the prior year.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $5.67 million on $28.46 million of total revenue
compared to a net loss of $6.05 million on $25.25 million of total
revenue for the same period a year ago.

As of Sept. 30, 2015, the Company had $18.63 million in total
assets, $35.21 million in total liabilities and a $16.57 million
total stockholders' deficit.

"Our year-over-year revenue gains reflect increased Niobe ES system
sales and strong recurring revenue," said William C. Mills,
Stereotaxis chief executive officer.  "During the quarter, we
recognized revenue on two new Niobe ES systems, including our third
system shipment to Japan and our first to the Canadian province of
Quebec.  We also reduced operating loss by 23% in the third quarter
and by 29% for the nine-month period compared to last year.

"Our ongoing marketing strategies in Japan are fueling excitement
among high-profile physicians on the benefits of bringing
Stereotaxis technologies to their patients, and we look forward to
engaging with them and others in the region at the Asia Pacific
Heart Rhythm Society Scientific Sessions later this month.  We also
are increasing interest worldwide in our technologies through
enhanced automation features and growing clinical evidence of
improved outcomes with our remote navigation suite in the setting
of ventricular tachycardia (VT) compared to traditional
approaches.

"As we continue to focus on optimizing patient outcomes and
expanding adoption of our cutting-edge solutions, we are encouraged
by our progress in building a commercial base in Japan, translating
the clinical value of our system into a greater share of the VT
market, and introducing new innovations that exceed customer
expectations and support our vision of fully automated procedures,"
Mr. Mills concluded.

A full-text copy of the press release is available at:

                       http://is.gd/dwQvbd

                        About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $5.20 million in 2014, a net
loss of $68.8 million in 2013 and a net loss of $9.23 million in
2012.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred recurring
operating losses and has a net capital deficiency.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


SWB RIVER: Lender Wins Restaurant, Retail Complex With $5.23M Bid
-----------------------------------------------------------------
Mike Copeland at WacoTrib.com reports that the former owner's
lender, reportedly affiliated with JPMorgan Chase, has acquired the
River Square Center restaurant and retail complex at Franklin
Avenue and University Parks Drive for $5.23 million through a
foreclosure sale on Tuesday.  The report says that the lender is
represented by Warren Seay, Esq.

According to WacoTribe.com, an undisclosed bidder represented by
Jonathan Garza, an agent with Weichert Realtors, offered $3 million
for the center but was outbid by the holder of the note on River
Square.  Citing Mr. Garza, the report adds that the bidder remains
interested in acquiring the 20-year-old center that helped spur
development downtown.

WacoTribe.com recalls that the winning bidder declared its $6.9
million loan to SWB River Square Partners in default in October
2015 and posted the center for foreclosure.  SWB River, which owned
the center since 2008, had been working to steer clear of the
foreclosure sale, but a deal in the works reportedly fell through
last Thursday, the report states, citing Frank Cromwell, who
managed the property for SWB River.

WacoTrib.com says that though the Company had been making timely
payments, the terms of the loan agreement gave the lender the right
to terminate if a partner declared personal bankruptcy.
WacoTrib.com relates that former SWB River partner David Wallace
declared personal bankruptcy this spring for debts of up to $50
million, but exited the partnership by summer, leaving Stonehenge
Companies, headed by Kevin Matocha, as general partner.

Headquartered in Sugar Land, Texas, SWB River Square Center
Partners, L.P., filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 13-30009) on Jan. 1, 2013, estimating its assets
and debts at between $1 million and $10 million each.  The petition
was signed by Costa Bajjali, vice president of G.P.  Judge Marvin
Isgur presided over the case.  Johnie J. Patterson, Esq., at Walker
& Patterson, P.C., served as the Company's bankruptcy counsel.  

WacoTrib.com reports that SWB River emerged from Chapter 11
bankruptcy protection in 2014 and is now represented by Patrick
Hughes, Esq.

Affiliate SWB Waco SH, LP, previously sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 10-38001) on Sept. 7, 2010.


TEAM HEALTH: S&P Lowers CCR to 'BB-', Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Service lowered its corporate credit
rating on Knoxville, Tenn.-based Team Health Inc. to 'BB-' from
'BB'.  The outlook is negative.

S&P subsequently moved the corporate credit rating to Team Health
Holdings Inc., which issues the company's financial statements.  At
the same time, S&P assigned its 'BB-' issue-level rating and '4'
recovery rating to Team Health's proposed seven-year, $965 million
term loan B, issued by operating subsidiary Team Health Inc.  The
'4' recovery rating indicates S&P's expectation for average (30% to
50%, at the high end of range) recovery to lenders in the event of
payment default.

S&P also lowered its issue-level rating on Team Health Inc.'s
existing senior secured debt to 'BB-' (to reflect the lower
corporate credit rating).  The recovery rating on this debt remains
'4'.

"Our rating action follows Team Health's announcement that the
company will acquire IPC Healthcare Inc. for about $1.6 billion
[over 10x fully synergized EBITDA] in an entirely debt-financed
transaction, resulting in leverage increasing from under 3x to over
5x on a pro forma basis," said Standard & Poor's credit analyst
Shannan Murphy.  Together with $545 million of senior unsecured
notes (to be issued at a later date) and borrowings under Team
Health's existing revolver, the proposed term loan finances the
acquisition and pays related fees and expenses.  While S&P believes
that the transaction enhances Team Health's scale and business
diversity, it is S&P's view that the incremental leverage more than
offsets the modest improvement in the company's business risk.

Team Health is the second-largest participant in the narrow, highly
fragmented health care staffing market.  On a pro forma basis, the
company operates in over 3,100 facilities in 48 states. The
acquisition of IPC expands Team Health's presence in the
hospitalist and post-acute segments, which adds incremental growth
areas, as well as enhances opportunities to offer multiple or
bundled services to clients.  While the company's size helps it
build a competitive advantage in areas such as data collection,
billing and collections, administration, physician recruiting, and
professional liability management, S&P believes that Team Health
remains narrowly focused on health care staffing, with a
significant concentration in emergency medicine (which is expected
to represent around 55% of pro forma revenue).  Moreover, S&P views
reimbursement risk as a major risk facing Team Health and other
health care providers given the ongoing focus on health care cost
containment.  S&P believes this risk is particularly acute for Team
Health because of the company's payor mix, which includes
significant exposure to both Medicare and Medicaid.

S&P's negative rating outlook on Team Health reflects some risk to
S&P's base-case forecast that the company will quickly integrate
IPC and achieve outlined cost synergies, resulting in leverage
declining to about 5x around one year after the transaction
closes.

S&P could lower the rating if it believes that Team Health is
likely to sustain leverage above 5x for an extended period of time.
In S&P's view, this could happen if Team Health is unable to
maintain margins in the mid-11% range in 2016, likely as a result
of difficulties integrating IPC or in achieving expected cost
savings.  Under this scenario, S&P would expect leverage to be
closer to 5.5x at the end of 2016, and would likely lower that
rating by one notch.  S&P could also lower the rating if the
company undertakes another sizable debt-financed acquisition while
leverage is above 5x, as this would lead S&P to question the
company's commitment to operating with leverage in the 4x to 5x
range over time, consistent with an "aggressive" financial risk
profile.

S&P could revise the outlook to stable if the company shows
progress in integrating IPC, resulting in stable margins and
steadily declining leverage.  Under this scenario, S&P would be
more confident that the company was willing and able to sustain
leverage at levels commensurate with an "aggressive" financial risk
profile over time.



TEXOMA PEANUT: Court Enters Final Decree Closing Chapter 11 Cases
-----------------------------------------------------------------
The Hon. Tom R. Cornish of the U.S. Bankruptcy Court for the
Eastern District of Oklahoma entered a final decree closing the
Chapter 11 cases of Texoma Peanut Company and its debtor
affiliates.

As reported by The Troubled Company Reporter on Aug. 6, 2015, Judge
Cornish granted the Debtors' motion to dismiss their cases.
According to a minute entry for the hearing held June 24, 2015, the
Debtors, and parties that objected to the motion to dismiss had
settled the matters and agreed to submit an agreed order on the
dismissal of the cases.

Parties that objected to the Debtors' motion included AG
Headquarters Peanuts LLC, creditor Oklahoma Workers' Compensation
Commission, creditor Worker's Compensation Self-insurance
Guaranty Fund Board.

The Oklahoma Workers' Compensation Commission and the
Self-Insurance Guaranty Fund Board jointly noted that the Debtors
are obligated under Oklahoma law to maintain workers' compensation
insurance.  They pointed out that in the motion, the Debtors make
no provision for the satisfaction of administrative claims such as
those of the Debtors' employees that arose during the postpetition
uninsured period.  According to these objectors, dismissing the
case would allow the Debtors to distribute the proceeds of their
liquidated assets as they and their secured lender see fit and
leave the Debtors' former employees unprotected.

Ag Headquarters Peanuts LLC, by and through its attorneys, Parker
Hurst & Burnett PLC and Rischard & Carsey, PLLC, in its objection,
argued that the Court must deny the motion to dismiss; and appoint
a trustee, or, in the alternative, enter an order continuing the
hearing on the motion until a final determination has been made on
AGHQ's application for administrative expenses.  AGHQ, an operator
of a "peanut buying point" that assisted Debtors with the
operation
of their business during the bankruptcy, timely filed its
application for allowance and payment of administrative expense
claim on June 15, 2015, which sets forth AGHQ's basis for payment
and request for hearing.  The application sought $629,178 in
postpetition administrative expenses.

                         About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The judge has granted joint administration of the
Chapter 11 cases.

The cases are assigned to Judge Tom R. Cornish.  The Debtors have
tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as
bankruptcy accountants.

The Debtors disclosed $43,647,666 in total assets and   
$56,410,315 in total liabilities as of the Chapter 11 filing.

The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case
said that it wasn't able to appoint a committee of unsecured
creditors.


THERAPEUTICSMD INC: Reports Third Quarter 2015 Financial Results
----------------------------------------------------------------
TherapeuticsMD, Inc., reported a net loss of $19.5 million on $5.19
million of net revenues for the three months ended Sept. 30, 2015,
compared to a net loss of $17.8 million on $4.18 million of net
revenues for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $67.6 million on $14.5 million of net revenues compared
to a net loss of $37.9 million on $10.8 million of net revenues for
the same period during the prior year.

As of Sept. 30, 2015, the Company had $90.5 million in total
assets, $12.9 million in total liabilities and $77.6 million in
total stockholders' equity.

"As we pursue our mission to address women's health needs, we
believe that there is a unique confluence of factors evolving on
the scientific, regulatory, legislative and commercial fronts that
will help us to make significant progress toward delivering on our
vision and strategy," said TherapeuticsMD CEO Robert G. Finizio.
"We continue to execute both commercially and in R&D, including
completion of enrollment in our Replenish Trial of TX-001HR, our
combination estradiol and progesterone drug candidate for treatment
of moderate to severe vasomotor symptoms due to menopause.  We also
expect topline data from our Rejoice Trial of TX-004HR for
dyspareunia associated with VVA by the end of this year.  The
market need for our products is large and growing, and we are
building key alliances with healthcare providers, women's health
advocates and industry organizations."

A full-text copy of the press release is available for free at:

                       http://is.gd/c3M4Kc

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.


TRACK GROUP: Sapinda Asia Reports 50.9% Stake as of Sept. 25
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Sapinda Asia Limited and Lars Windhorst disclosed that
as of Sept. 25, 2015, they beneficially own 5,172,214 shares of
common stock of Track Group, Inc., representing 50.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/dpnppb

                         About Track Group

Track Group (formerly SecureAlert) -- http://www.trackgrp.com/--
is a global provider of customizable tracking solutions that
leverage real-time tracking data, best-practice monitoring, and
analytics capabilities to create complete, end-to-end solutions.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.9 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.9 million for the fiscal year ended Sept. 30,
2012.

As of June 30, 2015, the Company had $55.80 million in total
assets, $38.24 million in total liabilities and $17.55 million in
total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


TRAVELPORT WORLDWIDE: Posts $4 Million Net Income for 3rd Quarter
-----------------------------------------------------------------
Travelport Worldwide Limited filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $4 million on $560 million of net
revenue for the three months ended Sept. 30, 2015, compared to net
income attributable to the Company of $154 million on $529 million
of net revenue for the same period during the prior year.

Net income decreased by $150 million primarily due to a $304
million gain on the sale of Orbitz Worldwide shares recognized for
the three months ended Sept. 30, 2014, compared to $0 for the three
months ended Sept. 30, 2015, offset by a decrease in interest
expense and a loss on early extinguishment of debt of $121 million
relating to the deleveraging, debt refinancing and IPO transactions
completed in 2014 and a $33 million increase in operating income.

For the nine months ended Sept. 30, 2015, the Company reported net
income attributable to the Company of $11 million on $1.68 billion
of net revenue compared to net income attributable to the Company
of $129 million on $1.65 billion of net revenue for the same period
a year ago.

As of Sept. 30, 2015, the Company had $2.93 billion in total
assets, $3.29 billion in total liabilities and a $359 million total
deficit.

"Our financial performance during the quarter was driven by
double-digit revenue growth across key geographies, particularly in
Europe and Asia Pacific, benefiting from the increasing breadth of
our Travel Commerce Platform.  We continue to truly differentiate
ourselves from the competition in four key areas where we have
taken industry-leading positions.  In airline merchandising, we
continue to see growing adoption by airlines of our Rich Content
and Branding merchandising solution, alongside strong growth in
away air bookings.  Moreover, we've seen continued momentum in
Beyond Air with hospitality and payments both making very good
progress.  The integration of our recent acquisition in mobile
travel technology, MTT, is progressing ahead of schedule, with many
opportunities to explore from a new customer and product
perspective.  All of this gives us comfort to tighten our full year
guidance on net revenue and Adjusted EBITDA and also raise our
guidance on full year Adjusted Net Income and Adjusted Income per
Share."

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/VyWr6x

                    About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions for
the global travel and tourism industry.

                           *     *     *

As reported by the TCR in March 2015, Standard & Poor's Ratings
Services raised to 'B' from 'B-' its long-term corporate credit
rating on U.K.-based travel services provider Travelport Worldwide
Ltd.  The rating action reflects Travelport's good operating
performance in 2014.


UNI-PIXEL INC: Bernard Marren Quits as Director
-----------------------------------------------
Bernard T. Marren tendered to Uni-Pixel, Inc. his resignation for
personal reasons from the Company's Board of Directors, effective
Nov. 2, 2015.  According to a Form 8-K filed with the Securities
and Exchange Commission, the resignation of Mr. Marren was not a
result of any disagreement with the Company or the Board.  Mr.
Marren had served on the Board since March 16, 2007.  The Company
thanks Mr. Marren for his service to the Board and the Company.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company       

delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss
of $15.2 million in 2013 and a net loss of $9.01 million in 2012.

As of Sept. 30, 2015, the Company had $26.0 million in total
assets, $10.9 million in total liabilities and $15.04 million in
total shareholders' equity.


UNUM GROUP: Moody???s Affirms (P)Ba1 Preferred Shelf Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the credit ratings of Unum
Group (Unum; NYSE: UNM; senior debt at Baa2), and the insurance
financial strength (IFS) ratings of the company's US$life insurance
subsidiaries at A2. The ratings outlook on Unum and all of its
insurance affiliates remains stable.

RATINGS RATIONALE

Commenting on the affirmation of Unum's ratings, Moody's Vice
President and Senior Credit Officer Neil Strauss said, "Unum's
financial profile has been strengthening as core earnings have
improved (with the exception of a large long-term care reserve
charge in 2014 due to low interest rates) in spite of the
continuing soft US economy. Unum's earnings diversification is also
improving as voluntary and supplementary benefits, which include
various non-disability related products, are contributing a growing
portion of the company's earnings."

The rating agency said that the rating affirmation also reflects
the company's leading market share in several group benefit and
worksite markets. The ratings also benefit from the company's
access to a large disability claims data base, focus on claims
management and return-to-work programs, and strong position in the
group life market. That said, the risks of the company's
significant focus on its disability lines constrains upward rating
pressure.

According to Moody's, Unum has an investment portfolio that is
highly liquid and of generally good quality with minimal exposure
to structured securities, including non-agency RMBS securities, as
well as below average investment concentrations in equities, real
estate and commercial mortgages. However, the company maintains
concentrations of "Baa-rated" bonds as well as below investment
grade bonds at levels higher than peers. Future investment losses,
however, should continue to be manageable relative to Unum's
earnings capacity and capital.

Commenting on the challenges facing Unum, Moody's said that despite
improvement in business diversification, a sizeable amount of
Unum's product risk profile and earnings are still associated with
the disability business in both the US$and UK. Moody's views the
disability product risk profile as one of the higher in the life
insurance industry, as this is a long-tailed business and claims
development can be influenced in unexpected ways by a variety of
economic and societal factors. With a less than robust economic
recovery ongoing, the rating agency said that claims could increase
if there were an economic downturn and a return to increasing
unemployment.

Moody's said that although the company's focus on its disability
lines will tend to limit upward rating movement, the following
could place upward pressure on Unum's ratings: 1)a sustained
consolidated NAIC RBC ratio (company action level) of at least
375%; 2) continued pricing discipline and no deterioration of loss
ratios (i.e., sustained US$group disability loss ratio of not
greater than 80%); 3) adjusted financial leverage remains below 20%
and 4) consistent cash flow coverage and earnings coverage are
maintained in at least the 6 times and 9 times ranges,
respectively. Conversely, the following could place downward
pressure on Unum's ratings: 1) sustained US$group disability loss
ratio of over 85%; 2) regulatory capitalization falls below a 325%
NAIC RBC ratio; 3) adjusted financial leverage exceeds 30%; and 4)
cash-flow and earnings coverage fall below 4 times and 7 times,
respectively.

The following ratings have been affirmed with a stable outlook:

Unum Group: Senior unsecured debt at Baa2;

Provident Companies, Inc.: Senior unsecured debt at Baa2;

Provident Financing Trust I: Preferred stock at Baa3 (hyb);

UnumProvident Finance Company plc: Senior unsecured debt at Baa2;

UNUM Life Insurance Company of America: Insurance financial
strength at A2;

First UNUM Life Insurance Company: Insurance financial strength at
A2;

Colonial Life & Accident Insurance Company: Insurance financial
strength at A2;

Provident Life and Accident Insurance Co.: Insurance financial
strength at A2;

Paul Revere Life Insurance Company: Insurance financial strength at
A2;

Paul Revere Variable Annuity Insurance Co.: Insurance financial
strength at A2.

The following provisional ratings have been affirmed with a stable
outlook:

Unum Group: Senior unsecured debt shelf at (P)Baa2; subordinated
debt shelf at (P)Baa3; preferred shelf at (P)Ba1; backed senior
unsecured MTN at (P)Baa2;

Unum Group Financing Trust I/II: Preferred stock at (P)Baa3.

Unum Group is a life insurance holding company headquartered in
Chattanooga, Tennessee. At September 30, 2015, it reported
consolidated GAAP assets of approximately $62 billion and
consolidated GAAP shareholders' equity of $8.6 billion.



USA DISCOUNTERS: Court OKs Klehr Harrison as Panel's Del. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of USA Discounters, Ltd., et al., to retain Klehr Harrison
Harvey Branzburg LLP as its Delaware co-counsel nunc pro tunc to
Sept. 1, 2015.

Klehr is expected to serve as Delaware co-counsel to the Committee
since the Committee's lead counsel, Kelley Drye, does not maintain
a Delaware office, and act as the Debtors' lead counsel to handle
any matters in which Kelley Drye may have a conflict in handling.

Klehr will bill at its normal hourly rates:

         Partners                $360 - $700
         Associates              $230 - $425
         Paralegals              $150 - $300

The principal attorneys and paralegal at Klehr designated to
represent the Committee and their hourly rates:

         Domenic E. Pacitti, partner            $575
         Sally E. Vehte, associate              $300
         Melissa Hughes, paralegal              $180

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

                       About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


USA DISCOUNTERS: Diconza Traurig Okayed as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
USA Discounters, Ltd., et al., to employ Diconza Traurig Kadish LLP
as special transactional counsel nunc pro tunc to the Petition
Date.

DTK is expected to assist USA Discounters in the negotiating,
drafting, and implementing of any agency agreement to be entered
into in connection with the wind down of USA Discounters' remaining
Fletcher's Jewelers stores.

The Debtors has informed DTK that they have retained Klee, Tuchin,
Bogdanoff & Stern LLP as bankruptcy counsel and Pachulski Stang
Ziehl & Jones, LLP as Delaware counsel.  DTK will take appropriate
steps and coordinate with each of the Debtors' other professionals
to avoid unnecessary duplication of efforts.

DTK's hourly rates for 2015 are:

         Billing Category                         Range
         ------------------                       ------
         Partners and Of Counsel                $475 - $625
         Associates                             $325 - $395
         Other Service Providers                $195 ??? $295

Maura Russell, filed a supporting declaration to the Debtors'
application, stating that the she will be the principal attorney
designated to represent the Debtors and her hourly rate is $575.
DTK will charge the Debtors for expenses incurred in connection
with the cases.

The Debtors provided these information in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:

Question: Did you agree to any variations from, or alternatives
          to, your standard or customary billing arrangements for
          the engagement?

Response: The hourly rates disclosed above are consistent with the

          rates that DTK charges other Chapter 11 clients and the
          rates that DTK charges in other non-bankruptcy
          representations.  Furthermore, the hourly rates to be
          charged in connection with the engagement are not
          significantly different from the rates of other
          comparably skilled professionals for similar
          engagements.

Question: Do any of the professionals included in this engagement  

          vary their rate based on the geographic location of the
          bankruptcy case?

Response: No.

Question: If you represented the client in the 12 months
          prepetition, disclose your billing rates and material
          financial terms for the prepetition engagement,
          including any adjustments during the 12 months
          prepetition.  If your billing rates and material
          financial terms have changed postpetition, explain the
          difference and the reasons for the difference.

Response: DTK represented USA Discounters' in the 12 months prior
          to the Petition Date.  The billing rates and material
          financial terms for the prepetition engagement are the
          same as the rates and terms set out in the "Payment of
          Fees and Expenses" section of the application.

Question: Has your client approved your prospective budget and
          staffing plan, and, if so for what budget period?

Response: No budget has yet been approved, but USA Discounters has

          approved DTK's staffing plan.

                       About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


USA DISCOUNTERS: Has Authority to Conduct Store Closing Sales
-------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware signed off an order authorizing USA
Discounters, Ltd., et al., to conduct store closing sales.

The Debtors are permitted to include in the sales augment inventory
obtained on a consignment basis within typical market terms for the
consignments.   In addition, the Debtors are authorized and
empowered to take all actions necessary to implement the relief
granted.  The term of the Sales will be through and including
December 31, 2015; provided, however, that USA Discounters may
extend the term of the Sales through and including January 31,
2016, with the prior written consent of the Prepetition Agent or,
absent consent, with Court approval.  USA Discounters may not
extend the term of the Sales beyond January 31, 2016, without
further order of the Court.

The Debtors says they will commence a separate stage of the process
for the "Fletcher's Jewelers" stores in order to maximize value for
their estates and all stakeholders while minimizing administrative
expenses.

USA Discounters, Ltd., et al., are represented by:

          Laura Davis Jones, Esq.
          Colin R. Robinson, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705 (Courier 19801)
          Tel: (302) 652-4100
          Fax: (302) 652-4400
          Email: ljones@pszjlaw.com
                 crobinson@pszjlaw.com

             -- and --

          Lee R. Bogdanoff, Esq.
          Michael L. Tuchin, Esq.
          Whitman L. Holt, Esq.
          Sasha M. Gurvitz, Esq.
          KLEE, TUCHIN, BOGDANOFF &STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Tel: (310) 407-4023
          Fax: (310) 407-9090
          Email:lbogdanoff@ktbslaw.com
                mtuchin@ktbslaw.com
                wholt@ktbslaw.com
                sgurvitz@ktbslaw.com

                              About USA Discounters

USA Discounters was founded in May 1991 in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty retail
stores operating under the "USA Living" brand, typically in a
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters estimated $100 million to $500 million in assets
and $50 million to $100 million in liabilities.


USA DISCOUNTERS: Kelly Drye Approved as Committee's Lead Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of USA Discounters, Ltd., et al., to retain Kelly Drye &
Warren LLP as its lead counsel nunc pro tunc to Sept. 1, 2015.

Kelly Drye is expected to:

   1. advise the Committee with respect to its rights, duties and
powers in the cases;

   2. assist and advise the Committee in its consultations with the
Debtors in connection with the administration of the cases; and

   3. advise and represent the Committee in connection with matters
generally arising in the cases, including the sale of assets, the
Debtors' postpetition use of cash collateral, and the rejection or
assumption of executory contracts and unexpired leases.

Eric R. Wilson filed a supporting declaration stating that Kelly
Drye's standard hourly rates are:

         Title                 2015 Rates
         -----                 ----------
         Partners              $535 - $875
         Counsel               $440 - $675
         Associates            $355 - $645
         Paraprofessionals     $170 - $355

Kelly Drye will charge for expenses in a manner and at rates
consistent with charges made generally to its other clients.

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

                       About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


USA DISCOUNTERS: Taps Troutman to Handle Matters on Biz Operations
------------------------------------------------------------------
USA Discounters, Ltd., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Troutman Sanders
LLP as special counsel in connection with matters related to their
ongoing business operations nunc pro tunc to the Petition Date.

Troutman Sanders' tasks will include legal services in connection
with investigation of the Debtors undertaken by one or more state
Attorney General offices.

The Debtors have informed Troutman Sanders that they had employed
Klee, Tuchin, Bogdanoff & Stern LLP as bankruptcy counsel and
Pachulski Stang Ziehl & Jones, LLP as Delaware counsel in the
Chapter 11 cases.  Troutman Sanders will take appropriate steps and
coordinate with each of the Debtors' other professionals to
avoid unnecessary duplication of efforts.

Siran S. Faulders, Esq., filed a declaration in support of the
application, stating that Troutman Sanders will (a) charge for its
legal services rendered on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date the
services are rendered; and (b) seek reimbursement of actual and
necessary out-of-pocket expenses in connection with the retention.

Troutman Sanders' hourly rates for 2015 are:

         Billing Category                      Range
         ----------------                      -----
         Partners and Of Counsel              $300 - $750
         Associates                           $200 - $325
         Paraprofessionals                    $100 - $225

The principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

         Siran S. Faulders                        $600
         Paige S. Fitzgerald                      $460
         William H. Hurd                          $675
         C. Reade Jacob                           $300
         Ashley L. Taylor, Jr.                    $645

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

The following information is provided in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:

Question: Did you agree to any variations from, or alternatives
          to, your standard or customary billing arrangements for  
       
          the engagement?

Response: The hourly disclosed above are consistent with the rates

          that Troutman Sanders charges businesses that are being
          investigated by state Attorneys General and the rates
          that Troutman Sanders charges in other nonbankruptcy
          representations.  Furthermore, the hourly rates to be
          charged in connection with this engagement are not
          significantly different from the rates of other
          comparably skilled professionals for similar
          engagements.

Question: Do any of the professionals included in this engagement
          vary their rate based on the geographic location of the
          bankruptcy case?

Response: No.

Question: If you represented the client in the l2 months
          prepetition, disclose your billing rates and material
          financial terms for the prepetition engagement,
          including any adjustments during the l2 months
          prepetition.  If your billing rates and material
          financial terms have changed postpetition, explain the
          difference and the reasons for the difference.

Response: Troutman Sanders represented the Debtors in the 12
          months prior to the Petition Date.  The billing rates
          and material financial terms for the prepetition
          engagement are the same as the rates and terms set out
          in the "Payment of Fees and Expenses" section of the     
    
          application.

                       About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


USA DISCOUNTERS: VP Declares Support for Hiring of Special Counsel
------------------------------------------------------------------
Timothy W. Dorsey, vice president for USA Discounters, Ltd., filed
with the U.S. Bankruptcy Court for the District of Delaware a first
omnibus declaration in support of the Debtors' applications for
permission to employ:

   1. Williams Mullen as special counsel;

   2. Holland & Hart LLP as special counsel;

   3. DiConza Traurig Kadish LLP as special transactional counsel
to USA Discounters, Ltd.; and

   4. Troutman Sanders as special counsel.

All applications are effective as of the Petition Date.

Mr. Dorsey, which also serves as manager for USA Discounters
Credit, LLC. told the Court that:

  (i) Williams Mullen will assist the Debtors with respect to
corporate law, employment law, and employee benefits matters;

  (ii) H&H will serve as special counsel to the Debtors with
respect to claims made by the Colorado Attorney General against USA
Discounters for alleged violations of the Uniform Consumer Credit
Code in Case No. 2015CV032520 pending before the District Court of
the City and County of Denver, Colorado and related matters;

(iii) DTK will assist USA Discounters in the negotiating,
drafting, and implementing of any agency agreement to be entered
into in connection with the wind down of USA Discounters' remaining
"Fletcher's Jewelers" stores; and

  (iv) TS will assist the Debtors with respect to investigations
into USA Discounters' business practices initiated by several state
attorneys general.  

Mr. Dorsey assured the Court that the Debtors recognize that it is
their responsibility to closely monitor the billing practices of
their counsel to ensure the fees and expenses paid by their estates
remain consistent with the Debtors' expectations and the exigencies
of the cases.  As they did prepetition, the Debtors will continue
to bring discipline, client involvement, and accountability to the
counsel fees and expense reimbursement process.

                       About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty
retail stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


VERMEER FUNDING: Moody's Upgrades Rating of SF CDO Notes
--------------------------------------------------------
Moody's Investors Service has upgraded the rating on notes issued
by Vermeer Funding, Ltd.:

  US$37,625,000 Class B Senior Secured Floating Rate Notes Due
  June 2039 (current outstanding balance of $10,683,669),
  Upgraded to Baa1 (sf); previously on December 23, 2014 Upgraded
to Ba1 (sf)

Vermeer Funding Ltd., issued in April 2004, is a collateralized
debt obligation backed primarily by a portfolio of RMBS, ABS and
CMBS originated in 2003-2004.

RATINGS RATIONALE

The rating actions are due primarily to the deleveraging of the
senior notes and an increase in the transaction's
over-collateralization ("OC") ratios since December 2014. Since
then, the Class B notes have paid down by approximately 19.8%, or
$2.6 million. Based on Moody's calculation, the OC ratio of the
Class B is 163.3 %, versus 148.17% in December 2014.

The deal has also benefited from an improvement in the credit
quality of the underlying portfolio since December 2014. Based on
Moody's calculation, the weighted average rating factor is
currently 1048, compared to 1282 in December 2014.

Methodology Underlying the Rating Action

Factors That Would Lead To an Upgrade or Downgrade of the Rating:

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade of
the ratings, as described below:

1) Primary causes of uncertainty about assumptions are the extent
of any deterioration in either consumer or commercial credit
conditions and in the commercial and residential real estate
property markets. Commercial real estate property market is subject
to uncertainty about general economic conditions including
commercial real estate prices, investment activities, and economic
performances. The residential real estate property market's
uncertainties include housing prices; the pace of residential
mortgage foreclosures, loan modifications and refinancing; the
unemployment rate; and interest rates.

2) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from principal proceeds, recoveries from
defaulted assets, and excess interest proceeds will continue and at
what pace. Faster than expected deleveraging could have a
significantly positive impact on the notes' ratings.

Loss and Cash Flow Analysis:

Moody's applies a Monte Carlo simulation framework in Moody's
CDOROM to model the loss distribution for SF CDOs. The simulated
defaults and recoveries for each of the Monte Carlo scenarios
define the reference pool's loss distribution. Moody's then uses
the loss distribution as an input in the CDOEdge??? cash flow
model.

In addition to the base case analysis, Moody's also conducted
sensitivity analyses to test the impact of a number of default
probabilities on the rated notes. Below is a summary of the impact
of different default probabilities (expressed in terms of WARF) on
all of the rated notes (by the difference in the number of notches
versus the current model output, for which a positive difference
corresponds to lower expected loss):

Ba1 and below ratings notched up by two rating notches (623):

Class B: +1

Class C: 0

Combination Securities: 0

Ba1 and below ratings notched down by two notches (1715):

Class B: -2

Class C: 0

Combination Securities: 0



VICTORY MEDICAL: $2.2-Mil. Asset Sale to Providence Health Okayed
-----------------------------------------------------------------
Victory Medical Center Mid-Cities LP received court approval to
sell some of its assets to Providence Health LLC for $2.2 million.

The order, issued on Nov. 5 by U.S. Bankruptcy Judge Russell Nelms,
allowed the company to sell medical equipment and other assets that
were previously used in operating its hospital in Hurst, Texas.

Not included from the sale are assets which are subject to a lease
agreement, according to court filings.

Victory Medical Center used the assets as collateral for the loan
provided by its secured creditor IberiaBank, which is owed as much
as $6.9 million.

After payment of sale costs and taxes, the company will use the
proceeds from the sale to pay off the loan, according to Judge
Nelms' order.

Meanwhile, the bankruptcy judge ordered Providence Health to
provide the company and CHP Hurst TX Surgical Owner LLC a
certificate of insurance reflecting a minimum of $1 million of
coverage and naming landlord as loss payee.

CHP Hurst demanded the issuance of such certificate in an objection
it filed with the court last week, court filings show.

Victory Medical Center closed down the hospital in Hurst after a
court-supervised auction failed to attract buyers.

Meanwhile, the assets used in operating the hospitals in Plano and
San Antonio, which were owned by affiliates of the company had
already been sold.

Victory Medical Center Landmark sold the San Antonio assets to
Cumberland Surgical Hospital of San Antonio LLC, which offered $1
million in cash.  The sale, which was approved on August 26 by the
bankruptcy court, had already been completed.

Marsh Lane Surgical Hospital LLC acquired the Plano assets through
the assumption of Victory Medical Center Plano's debt to
LegacyTexas Bank totaling $4.5 million.  The sale was approved on
July 29 and had already been consummated.

Both buyers emerged as the winning bidders at the court-supervised
auctions conducted in July and August.

The transactions drew opposition from Iberia Bank, which complained
about the lack of information concerning the sale and from PIRF
Operations LLC, which opposed the assignment of its lease.

Victory Medical Center also received an objection from the
unsecured creditors' committee, which asked the company to
implement safeguards to ensure that its estate would receive the
value of assets not subject to the secured lender's pre-bankruptcy
liens.  The objection had already been resolved, according to court
filings.

Separately, Victory Parent Company LLC in August received the green
light to execute an agreement related to the sale of assets of a
non-debtor Victory Medical Center Beaumont LP to The Medical
Center of Southeast Texas LP.

Victory Parent is the largest equity holder in VMCB and manages the
surgical hospital owned by the company in Beaumont, Texas, court
filings show.

The agreement provides for representations and warranties by
Victory Parent and indemnifications by the company to the buyer.

                     About Victory Healthcare

Victory Parent Company, LLC, and 8 affiliated companies sought
Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on
June 12, 2015, in Ft. Worth, Texas.

Headquartered in The Woodlands, Texas, Victory Parent Company
manages six medical centers in Texas.  Founded in 2005, Victory now
maintains medical centers offering emergency room services in
through Victory Medical Center Mid-Cities in Hurst, Victory Medical
Center Plano, Victory Medical Center Craig Ranch in McKinney, and
Victory Medical Center Landmark in San Antonio. The company also
manages its Victory Medical Center Beaumont and Houston-East, which
are not part of the Chapter 11 filing and will be sold separately.

The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq
Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC, as special counsel.



VISUALANT INC: Incurs $2.63 Million Net Loss in Fiscal 2015
-----------------------------------------------------------
Visualant, Inc., filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $2.63
million on $6.29 million of revenue for the year ended Sept. 30,
2015, compared to a net loss of $1.01 million on $7.98 million of
revenue for the year ended Sept. 30, 2014.

As of Sept. 30, 2015, the Company had $2.46 million in total
assets, $7.83 million in total liabilities, all current, and a
$5.37 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/EfO4Ul

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.


WALKER HOUSE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Walker House Associates, Limited Partnership
        5011 Meadowood Mall Way, Suite 200
        Reno, NV 89502

Case No.: 15-16286

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 5, 2015

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

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Amanda M. Perach, Esq.
                  MCDONALD CARANO WILSON LLP
                  2300 West Sahara Avenue
                  Suite 1200
                  Las Vegas, NV 89102
                  Tel: 702-873-4100
                  Fax: 702-873-9966
                  Email: aperach@mcdonaldcarano.com

                    - and -

                  Ryan J. Works, Esq.
                  MCDONALD CARANO WILSON LLP
                  2300 W. Sahara Ave., Suite 1200
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  Email: rworks@mcdonaldcarano.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephen L. Burger, president of G.P.,
Eugene Burger Management Corp. of Nevada.

The Debtor listed the Federal National Mortgage Association as its
largest unsecured creditor holding a claim fo $3.18 million.

A full-text copy of the petition is available for free at:

               http://bankrupt.com/misc/nvb15-16286.pdf


WATSATCH CORP: Motion to Set Aside Default Judgment Denied
----------------------------------------------------------
Watsatch Corp., John W. Cook, Ina Queen Cook, Jon B. Cook, and
Elaine P. Cook owed a debt to First Citizen Bank and Trust Company,
Inc., on a promissory note.  Watsatch Corp., et al., subsequently
filed for bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code.  During those proceedings, the bankruptcy court
approved a reorganization plan that modified the Plaintiff's
promissory note.  The Defendants defaulted on payments owed
pursuant to the reorganization plan and modified promissory note.

The Plaintiff filed the present action to collect on the note.
When the Defendants failed to answer the complaint within the time
required, the Plaintiff obtained a default judgment on March 3,
2015.  Consistent with their previous tardy approach, the
Defendants waited six months to file the present motion to set
aside the default judgment.

Judge Clay D. Land of the United States District Court for the
Middle District of Georgia, Athens Division, denied the Defendant's
Motion and finding the motion to be arguably frivolous, ordered
Defendants' counsel to show cause why counsel should not be
personally sanctioned and required to pay the Plaintiff's
attorneys' fees incurred for having to respond to the present
motion.  The Plaintiff is directed to submit evidence of its
attorneys' fees incurred in having to respond to the motion to set
aside judgment.

The case is FIRST CITIZENS BANK AND TRUST COMPANY, INC., Plaintiff,
v. WATSATCH CORP., JOHN W. COOK, INA QUEEN COOK, JON B. COOK, and
ELAINE P. COOK, Defendants, CASE NO. 3:14-CV-104 (CDL)(M.D. Ga.).

A full-text copy of the Order dated October 22, 2015 is available
at http://is.gd/Po5DBlfrom Leagle.com.

First Citizens Bank and Trust Company, Inc., Plaintiff is
represented by Marion B. Stokes, III, Esq. -- mbs@slclaw.com --
STOKES LAZARUS & CARMICHAEL LLP

Defendants are represented by Frederick V. Massey, Esq.


WESTMORELAND RESOURCE: Incurs $12.7M Net Loss in Third Quarter
--------------------------------------------------------------
Westmoreland Resource Partners, LP, filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $12.7 million on $94.3 million of total revenues for
the three months ended Sept. 30, 2015 (Successor), compared to net
income of $9.35 million on $94.5 million of total revenues for the
same period in 2014 (Predecessor).

For the nine months ended Sept. 30, 2015, Westmoreland recorded a
net loss of $25.3 million on $297 million of total revenues
(Successor), compared to a net loss of $4.56 million on $255
million of total revenues for the same period last year
(Predecessor).

As of Sept. 30, 2015, the Company had $440 million in total assets,
$413 million in total liabilities and $26.6 million in total
partners' capital.

Westmoreland Coal Company's cost of acquiring its General Partner,
Westmoreland Resources GP, LLC, has been pushed-down to establish a
new accounting basis for the Company beginning in the last minutes
of the year ended Dec. 31, 2014, in accordance with ASC 805.
Accordingly, where applicable, certain of the accompanying
condensed consolidated financial statements are presented for two
periods, Predecessor and Successor, which relate to the accounting
periods preceding and succeeding the completion of the
transaction.

On Aug. 1, 2015, WCC, who owns and controls the GP, contributed
100% of the outstanding equity interests in Westmoreland Kemmerer,
LLC to Westmoreland Resources Partners in exchange for $230 million
in aggregate consideration, composed of $115 million of cash and
15,251,989 Series A Convertible Units of the Partnership with a
value of $115 million (the "Drop").  The Drop will be accounted for
as a reorganization of entities under common control in accordance
with the provisions of Accounting Standards Codification 805-50,
which requires that the transaction be presented as though it
occurred at the beginning of the period, and prior years
retrospectively adjusted to furnish comparative information similar
to the pooling method.  Accordingly, the Company's financial
statements give retrospective effect to the Drop for periods as of
and subsequent to Dec. 31, 2014.

A full-text copy of the Form 10-Q is available for free at:

                       http://is.gd/bfIOfG

                    About Westmoreland Resource

Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.

Westmoreland Resource reported a net loss of $28.6 million on $322
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $23.7 million on $347 million
of total revenues for the year ended Dec. 31, 2013.


Z'TEJAS SCOTTSDALE: Has Final Authority to Obtain DIP Financing
---------------------------------------------------------------
Judge Paul Sala of the United States Bankruptcy Court for the
District of Arizona signed off a final order authorizing Z'Tejas
Scottsdale, LLC, et al., to obtain postpetition secured financing
and use cash collateral securing their prepetition indebtedness.

Pursuant to the Final Order, the Debtors are authorized to obtain
postpetition term loan financing of up to $725,000 from Cornbread
Ventures, LP.  In addition, the Debtors are authorized also to use
cash collateral and all other prepetition property of the Debtors
subject to prepetition liens and provide adequate protection with
respect to any diminution in the value of the prepetition lenders'
interest in the prepetition collateral.

Judge Sala overruled the objections raised by the Official
Committee of Unsecured Creditors, Pavilion Holdings, L.L.C., and
The Bethany Core, LLC.

The Committee stated that it is not opposed in principle to the
Debtors' request for a DIP Loan and the use of cash collateral;
however, there are key features and provisions of the DIP Loan that
are prejudicial to the interests of unsecured creditors and the
Debtors' estate as a whole.  These objectionable provisions include
inappropriate controls that constrain the Debtors' fiduciary
duties, impose practical constraints on the Committee's ability to
perform its duties, and slant the playing field in favor of both
Cornbread, and KR, the Committee complained.

Bethany has an interest in and to the improvements on Z'Tejas
pursuant to its lease and objects to any grant of lien rights in
and to the Improvements.  Bethany objected to the extent that DIP
Financing seeks to subordinate or otherwise impair its lien, right,
interest, and entitlement in and to the Improvements.

Z'Tejas Scottsdale, LLC, et al., are represented by:

          John W. Lucas, Esq.
          Jason H. Rosell, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          150 California Street, 15th Floor
          San Francisco, CA 94111
          Tel: (415) 263-7000
          Fax: (415) 263-7010
          E-mail: jlucas@pszjlaw.com
                  jrosell@pszjlaw.com

Bethany Core, LLC is represented by:

          Alan A. Meda, Esq.
          BURCH & CRACCHIOLO, P.A.
          702 E. Osborn Rd., Suite 200 Phoenix, AZ 85014
          Tel: 602-274-7611
          Email: ameda@bcattorneys.com

Pavilion Holdings, L.L.C. is represented by:

          Thomas C. Axelsen, Esq.
          Bryan A. Albue, Esq.
          SHERMAN & HOWARD L.L.C.
          201 East Washington Street, Suite 800
          Phoenix, AZ 85004-2327
          Email: taxelsen@shermanhoward.com
                 balbue@shermanhoward.com

The Official Committee of Unsecured Creditors is represented by:

          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
          E-mail: bspector@soarizonalaw.com
                  minute-entries@soarizonalaw.com

                         About Z'Tejas Scottsdale

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.


Z'TEJAS SCOTTSDALE: UCC Seeks Valuation of Cornbread Collateral
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Z'Tejas Scottsdale, LLC, asks the U.S. Bankruptcy Court for
the District of Arizona to determine the secured status of
Cornbread Ventures' claim pursuant to 11 U.S.C. Sec. 506(a).

The Committee relates that according to the Debtors' bankruptcy
schedules, Cornbread Ventures, LP, holds a $663,662 claim secured
by the hard assets of a single restaurant of the Debtors located in
Chandler, Arizona.  The Committee understands that Cornbread
acquired the claim within a few days of the Petition Date,
apparently to better position it to become a stalking horse bidder
to purchase nine of the Debtors' restaurants.

The Committee relates that there are pending sale proceedings and
there has not yet been a disposition of the collateral securing the
Claim, whether on a liquidation basis or a part of a going concern.
The Committee submits, however, that in either event, the amount
of the Claim exceeds the value of the collateral securing it.  The
Committee tells the Court that the collateral consists mainly of
kitchen equipment and chairs and tables in the Chandler Restaurant,
most of which, are 10 years old or older and have little re-sale
value.  The Committee further tells the Court that if viewed on a
liquidation basis, they are worth pennies on the dollar compared to
their original cost.  The Committee contends that even if the
collateral is viewed as part of the going concern value of the
Restaurants, such value has to be allocated fairly among the nine
Restaurants and, within each Restaurant, among other items which
include, the liquor license, trade name, and location.  The
Committee contends that it has a significant interest in seeing
that value is allocated fairly, so that value is preserved for the
bankruptcy estate.

The Creditors Committee is represented by:

          Brian N. Spector, Esq.
          D. Trey Lynn, Esq.
          SCHNEIDER & ONOFRY, P.C.
          3101 North Central Avenue, Suite 600
          Phoenix, AZ 85012-2658
          Telephone: (602)200-1295
          E-mail: bspector@soarizonalaw.com
                  minute-entries@soarizonalaw.com

Cornbread Ventures is represented by:

          Jordan A. Kroop, Esq.
          PERKINS COIE LLP
          2901 North Central Avenue, Suite 2000
          Phoenix, AZ 85012-2788
          Telephone: (602)351-8017
          Facsimile: (602)648-7076
          E-mail: JKroop@perkinscoie.com

Z'Tejas Scottsdale is represented by:

          John W. Lucas, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          150 California Street, 15th Floor
          San Francisco, CA 94111-4500
          Telephone: (415)217-5108
          E-mail: jlucas@pszjlaw.com

                  - and -

          Dean Dinner, Esq.
          Randy Nussbaum, Esq.
          NUSSBAUM GILLIS & DINNER, P.C.
          14850 N Scottsdale Road, Suite 450
          Scottsdale, AZ 85254
          Telephone: (480)609-0011
          E-mail: ddinner@ngdlaw.com
                  Rnussbaum@ngdlaw.com

                     About Z'Tejas Scottsdale

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.



ZHEJIANG TOPOINT: Directed to File More Briefs on Panel Ownership
-----------------------------------------------------------------
Judge Renee Marie Bumb of the United States District Court for the
District of New Jersey ordered the parties in the case captioned
ZHEJIANG TOPOINT PHOTOVOLTAIC CO., LTD et al., Appellants/Debtors
v. H2 CONTRACTING, LLC et al., Appellees, CIV. ACTION NO. 15-3584
(RMB)(D.N.J.), to file supplemental briefs addressing the
Bankruptcy Court's Opinion and order determining ownership of solar
panels.

The matter involves a dispute between the Debtors and H2
Contracting LLC and Hessert Construction NJ LLC regarding the
ownership of various solar panels.  In the Order, the Bankruptcy
Court found, after permitting the parties discovery and holding a
plenary hearing, that the solar panels were not property of the
estate.

A full-text copy of the Memorandum Order dated October 21, 2015 is
available at http://is.gd/dSQ4jffrom Leagle.com.

Zhejiang Topoint Photovoltaic Co, Ltd, Appellant, represented by
Stephen Allen Loney, Jr., Esq. -- stephen.loney@hoganlovells.com
-- HOGAN LOVELLS US LLP

H2 Contracting, LLC, Appellee, represented by Damien Octavius Del
Duca, Esq. -- dod@delducalewis.com -- DEL DUCA LAW FIRM

                   About Zhejiang Topoint

Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the
development, manufacturing, and marketing of photovoltaic solar
panels in China for sale and export to international markets,
including the United States. Marketing of the solar panels is
performed by affiliate Zhejiang Jiutai New Energy Co. Ltd.
Manufacturing of the Topoint Group's products is generally
conducted from its facilities located in the Zhejiang Province of
the People's Republic of China.

Topoint is subject to proceedings before the People's Court of
Haining City, Zhejiang Province. Yueming Zhang is the court
appointed bankruptcy administrator.

Zhejiang Topoint and its three affiliates filed petitions under
Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey
(Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek
U.S. recognition of the proceedings in China. Topoint estimated
assets of at least US$10 million and debt of less than US$10
million in the Chapter 15 petition.

Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer &
Greiner, P.C., in Haddonfield, New Jersey.


[*] BTI Consulting Ranks Five Law Firms as Marketing Leaders
------------------------------------------------------------
Aebra Coe at Bankruptcy Law360 reported that marketing leaders at
law firms say there are five firms they'd rather not compete with
when it comes to pitching a client.

A survey of 122 law firm marketing leaders conducted by BTI
Consulting Group Inc. showed that Jones Day, Kirkland & Ellis LLP,
Littler Mendelson PC, Latham & Watkins LLP and Morgan Lewis &
Bockius LLP are the most feared firms when it comes to bringing the
marketing mojo that wins clients.


[^] BOND PRICING: For the Week from November 2 to 6, 2015
---------------------------------------------------------
   Company              Ticker  Coupon Bid Price  Maturity Date
   -------              ------  ------ ---------  -------------
ACE Cash Express Inc    AACE    11.000    30.000       2/1/2019
ACE Cash Express Inc    AACE    11.000    37.650       2/1/2019
AM Castle & Co          CAS      7.000    51.880     12/15/2017
Affinion
  Investments LLC       AFFINI  13.500    44.500      8/15/2018
Alpha Appalachia
  Holdings Inc          ANR      3.250     6.200       8/1/2015
Alpha Natural
  Resources Inc         ANR      9.750     3.010      4/15/2018
Alpha Natural
  Resources Inc         ANR      6.000     2.985       6/1/2019
Alpha Natural
  Resources Inc         ANR      6.250     3.020       6/1/2021
Alpha Natural
  Resources Inc         ANR      7.500     6.500       8/1/2020
Alpha Natural
  Resources Inc         ANR      3.750     2.000     12/15/2017
Alpha Natural
  Resources Inc         ANR      4.875     3.500     12/15/2020
Alpha Natural
  Resources Inc         ANR      7.500     7.000       8/1/2020
Alpha Natural
  Resources Inc         ANR      7.500     6.375       8/1/2020
Alta Mesa
  Holdings LP /
  Alta Mesa Finance
  Services Corp         ALTMES   9.625    51.750     10/15/2018
American Eagle
  Energy Corp           AMZG    11.000    19.500       9/1/2019
American Eagle
  Energy Corp           AMZG    11.000    19.500       9/1/2019
Anheuser-Busch InBev
  Worldwide Inc         ABIBB    9.750    99.000     11/17/2015
Arch Coal Inc           ACI      7.000     0.100      6/15/2019
Arch Coal Inc           ACI      7.250     1.085      6/15/2021
Arch Coal Inc           ACI      9.875     1.250      6/15/2019
Arch Coal Inc           ACI      7.250     2.637      10/1/2020
Arch Coal Inc           ACI      8.000     6.250      1/15/2019
Arch Coal Inc           ACI      8.000    11.645      1/15/2019
BPZ Resources Inc       BPZR     8.500     9.050      10/1/2017
BPZ Resources Inc       BPZR     6.500    10.250       3/1/2015
BPZ Resources Inc       BPZR     6.500     8.000       3/1/2049
Basic Energy
  Services Inc          BAS      7.750    43.250      2/15/2019
Caesars Entertainment
  Operating Co Inc      CZR     10.000    30.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    37.370       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    29.750      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    41.000      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    30.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    12.250      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    28.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    28.125     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    28.625     12/15/2018
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Chaparral Energy Inc    CHAPAR   9.875    38.550      10/1/2020
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Claire's Stores Inc     CLE      8.875    38.150      3/15/2019
Claire's Stores Inc     CLE      7.750    31.500       6/1/2020
Claire's Stores Inc     CLE     10.500    59.980       6/1/2017
Claire's Stores Inc     CLE      7.750    29.500       6/1/2020
Cliffs Natural
  Resources Inc         CLF      5.950    52.625      1/15/2018
Cliffs Natural
  Resources Inc         CLF      5.900    32.750      3/15/2020
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750     9.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750     3.788     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750     3.788     11/15/2017
Community Choice
  Financial Inc         CCFI    10.750    30.250       5/1/2019
Comstock
  Resources Inc         CRK      7.750    24.260       4/1/2019
Comstock
  Resources Inc         CRK      9.500    24.000      6/15/2020
Constellation
  Enterprises LLC       CONENT  10.625    71.000       2/1/2016
Constellation
  Enterprises LLC       CONENT  10.625    70.125       2/1/2016
Dendreon Corp           DNDN     2.875    71.625      1/15/2016
Dex Media Inc           DXM     12.000     2.925      1/29/2017
Dow Chemical Co/The     DOW      4.250   100.000     11/15/2021
Dow Chemical Co/The     DOW      3.750    99.503      5/15/2022
Dow Chemical Co/The     DOW      2.350   100.000      5/15/2020
Dow Chemical Co/The     DOW      1.850   100.089     11/15/2017
Dow Chemical Co/The     DOW      3.550    99.988      5/15/2024
Dow Chemical Co/The     DOW      2.550   100.000     11/15/2019
EPL Oil & Gas Inc       EXXI     8.250    32.000      2/15/2018
EXCO Resources Inc      XCO      7.500    28.511      9/15/2018
EXCO Resources Inc      XCO      8.500    24.000      4/15/2022
Emerald Oil Inc         EOX      2.000    30.050       4/1/2019
Endeavour
  International Corp    END     12.000     6.000       3/1/2018
Endeavour
  International Corp    END     12.000     6.000       3/1/2018
Endeavour
  International Corp    END     12.000     6.000       3/1/2018
Energy & Exploration
  Partners Inc          ENEXPR   8.000    15.500       7/1/2019
Energy & Exploration
  Partners Inc          ENEXPR   8.000    13.625       7/1/2019
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Holdings Corp         TXU      9.750    36.000     10/15/2019
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     2.375      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     2.211      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      9.750    36.000     10/15/2019
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      6.875     2.211      8/15/2017
Energy XXI Gulf
  Coast Inc             EXXI     9.250    33.038     12/15/2017
Energy XXI Gulf
  Coast Inc             EXXI     7.500    19.750     12/15/2021
Energy XXI Gulf
  Coast Inc             EXXI     7.750    21.000      6/15/2019
FBOP Corp               FBOPCP  10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.879       4/2/2018
Federal Home
  Loan Banks            FHLB     3.000    98.325      2/15/2028
Federal Home Loan
  Mortgage Corp         FHLMC    1.600   100.015     11/13/2020
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000     9.500      10/1/2017
GT Advanced
  Technologies Inc      GTAT     3.000    15.750     12/15/2020
Getty Images Inc        GYI      7.000    32.250     10/15/2020
Getty Images Inc        GYI      7.000    31.200     10/15/2020
Goodman Networks Inc    GOODNT  12.125    38.500       7/1/2018
Goodrich
  Petroleum Corp        GDP      8.875    19.000      3/15/2019
Goodrich
  Petroleum Corp        GDP      8.875    40.000      3/15/2018
Goodrich
  Petroleum Corp        GDP      5.000    18.000      10/1/2032
Goodrich
  Petroleum Corp        GDP      8.875    56.875      3/15/2018
Goodrich
  Petroleum Corp        GDP      5.000     5.750      10/1/2029
Goodrich
  Petroleum Corp        GDP      8.875    17.750      3/15/2019
Goodrich
  Petroleum Corp        GDP      8.875    17.750      3/15/2019
Gymboree Corp/The       GYMB     9.125    31.000      12/1/2018
HP Inc                  HPQ      2.600   102.930      9/15/2017
HP Inc                  HPQ      3.000   101.850      9/15/2016
HP Inc                  HPQ      2.650   101.096       6/1/2016
HP Inc                  HPQ      3.300   102.837      12/9/2016
HP Inc                  HPQ      2.200    99.800      12/1/2015
HP Inc                  HPQ      5.400   105.656       3/1/2017
Halcon Resources Corp   HKUS     9.750    36.250      7/15/2020
Halcon Resources Corp   HKUS     8.875    34.000      5/15/2021
Halcon Resources Corp   HKUS     9.250    32.000      2/15/2022
Horsehead Holding Corp  ZINC     3.800    45.000       7/1/2017
Interactive
  Network Inc /
  FriendFinder
  Networks Inc          FFNT    14.000    56.250     12/20/2018
JPMorgan Chase & Co     JPM      5.450    99.900      2/15/2030
JPMorgan Chase & Co     JPM      6.000    99.900     11/15/2036
Las Vegas Monorail Co   LASVMC   5.500     5.000      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      4.000     6.125      4/30/2009
Lehman Brothers
  Holdings Inc          LEH      5.000     6.125       2/7/2009
Lehman Brothers Inc     LEH      7.500     6.000       8/1/2026
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     8.625    29.500      4/15/2020
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.500    29.619      5/15/2019
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.250    27.153      11/1/2019
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     7.750    28.230       2/1/2021
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.500    26.875      9/15/2021
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.250    25.250      11/1/2019
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.250    25.250      11/1/2019
MF Global
  Holdings Ltd          MF       3.375     2.143       8/1/2018
MF Global
  Holdings Ltd          MF       9.000     2.143      6/20/2038
MModal Inc              MODL    10.750    10.125      8/15/2020
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    25.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    24.750      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    24.750      5/15/2018
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO     10.750    19.000      10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO      9.250    19.000       6/1/2021
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO     10.750    18.625      10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO     10.750    18.625      10/1/2020
Molycorp Inc            MCP     10.000     5.250       6/1/2020
Molycorp Inc            MCP      5.500     0.680       2/1/2018
Murray Energy Corp      MURREN  11.250    27.750      4/15/2021
Murray Energy Corp      MURREN   9.500    26.250      12/5/2020
Murray Energy Corp      MURREN  11.250    27.500      4/15/2021
Murray Energy Corp      MURREN   9.500    26.250      12/5/2020
Navient Corp            NAVI     2.220    95.880     12/15/2015
Navient Corp            NAVI     2.220    95.880     12/15/2015
New Gulf Resources
  LLC/NGR Finance Corp  NGREFN  12.250    31.250      5/15/2019
New Gulf Resources
  LLC/NGR Finance Corp  NGREFN  12.250    31.000      5/15/2019
New Gulf Resources
  LLC/NGR Finance Corp  NGREFN  12.250    27.500      5/15/2019
Nine West Holdings Inc  JNY      6.875    37.150      3/15/2019
Noranda Aluminum
  Acquisition Corp      NOR     11.000    24.191       6/1/2019
Nuverra Environmental
  Solutions Inc         NES      9.875    46.550      4/15/2018
OMX Timber Finance
  Investments II LLC    OMX      5.540    12.050      1/29/2020
Peabody Energy Corp     BTU      6.000    26.125     11/15/2018
Peabody Energy Corp     BTU     10.000    31.500      3/15/2022
Peabody Energy Corp     BTU      6.500    19.500      9/15/2020
Peabody Energy Corp     BTU      6.250    19.500     11/15/2021
Peabody Energy Corp     BTU      4.750     9.500     12/15/2041
Peabody Energy Corp     BTU      7.875    19.180      11/1/2026
Peabody Energy Corp     BTU     10.000    31.500      3/15/2022
Peabody Energy Corp     BTU      6.000    89.000     11/15/2018
Peabody Energy Corp     BTU      6.000    26.750     11/15/2018
Peabody Energy Corp     BTU      6.250    18.750     11/15/2021
Peabody Energy Corp     BTU      6.250    18.750     11/15/2021
Penn Virginia Corp      PVA      8.500    31.200       5/1/2020
Penn Virginia Corp      PVA      7.250    28.125      4/15/2019
Permian Holdings Inc    PRMIAN  10.500    46.000      1/15/2018
Permian Holdings Inc    PRMIAN  10.500    45.750      1/15/2018
Prospect Holding
  Co LLC / Prospect
  Holding Finance Co    PRSPCT  10.250    52.500      10/1/2018
Prospect Holding
  Co LLC / Prospect
  Holding Finance Co    PRSPCT  10.250    54.000      10/1/2018
Quantum Corp            QTM      3.500    99.715     11/15/2015
Quicksilver
  Resources Inc         KWKA     9.125     5.000      8/15/2019
Quicksilver
  Resources Inc         KWKA    11.000     6.750       7/1/2021
Quiksilver Inc /
  QS Wholesale Inc      ZQK     10.000     8.500       8/1/2020
RAAM Global Energy Co   RAMGEN  12.500     8.500      10/1/2015
RS Legacy Corp          RSH      6.750     0.500      5/15/2019
RS Legacy Corp          RSH      6.750     0.777      5/15/2019
RS Legacy Corp          RSH      6.750     0.777      5/15/2019
Sabine Oil & Gas Corp   SOGC     7.250    14.250      6/15/2019
Sabine Oil & Gas Corp   SOGC     9.750     9.500      2/15/2017
Sabine Oil & Gas Corp   SOGC     7.500    14.750      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    12.625      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    12.625      9/15/2020
Samson Investment Co    SAIVST   9.750     1.500      2/15/2020
SandRidge Energy Inc    SD       7.500    19.855      3/15/2021
SandRidge Energy Inc    SD       8.125    22.750     10/15/2022
SandRidge Energy Inc    SD       7.500    18.000      2/15/2023
SandRidge Energy Inc    SD       8.750    25.132      1/15/2020
SandRidge Energy Inc    SD       8.125    24.000     10/16/2022
SandRidge Energy Inc    SD       7.500    19.750      3/15/2021
SandRidge Energy Inc    SD       7.500    19.750      3/15/2021
Sequa Corp              SQA      7.000    52.650     12/15/2017
Sequa Corp              SQA      7.000    52.375     12/15/2017
SquareTwo
  Financial Corp        SQRTW   11.625    63.859       4/1/2017
Swift Energy Co         SFY      7.875    22.250       3/1/2022
Swift Energy Co         SFY      7.125    23.500       6/1/2017
Swift Energy Co         SFY      8.875    21.320      1/15/2020
TMST Inc                THMR     8.000    15.950      5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc           TALPRO   9.750    49.000      2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc           TALPRO   9.750    48.625      2/15/2018
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     11.500    35.250      10/1/2020
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000     9.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000     8.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     9.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     11.500    37.750      10/1/2020
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     8.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.000      11/1/2015
Venoco Inc              VQ       8.875    17.600      2/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    23.250      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    18.500      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375     8.000       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750     7.000      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     13.000     7.000       8/1/2020
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    10.600       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    22.750      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    11.125      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    11.125      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    22.750      1/15/2019
Walter Energy Inc       WLTG     9.500    32.000     10/15/2019
Walter Energy Inc       WLTG    11.000     1.000       4/1/2020
Walter Energy Inc       WLTG     8.500     0.250      4/15/2021
Walter Energy Inc       WLTG     9.500    31.625     10/15/2019
Walter Energy Inc       WLTG     9.500    31.625     10/15/2019
Walter Energy Inc       WLTG    11.000     1.454       4/1/2020
Walter Energy Inc       WLTG     9.500    31.625     10/15/2019
Warren Resources Inc    WRES     9.000    20.500       8/1/2022
Warren Resources Inc    WRES     9.000    22.500       8/1/2022
Warren Resources Inc    WRES     9.000    22.500       8/1/2022
Westar Energy Inc       WR       8.625   119.774      12/1/2018
iHeartCommunications
  Inc                   IHRT    10.000    34.000      1/15/2018


                            *********

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 ***