TCR_Public/151112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, November 12, 2015, Vol. 19, No. 316

                            Headlines

33 PECK SLIP: Gets Interim Approval to Use Cash Collateral
ACCUDYNE INDUSTRIES: Moody's Lowers CFR to Caa1, Outlook Stable
AEMETIS INC: Incurs $5.75 Million Net Loss in Third Quarter
AFFINION GROUP: S&P Cuts CCR to 'SD' After Distressed Tender Offer
ALLY FINANCIAL: Signs Underwriting Pact with Citigroup, et al.

ALPHA NATURAL: Amends DIP Credit Agreement to Increase Commitment
ALPHA NATURAL: Gets Nod to Sell Idle Appalachian and Ill. Mines
ALPHA NATURAL: Seeks April 2016 Extension of Action Removal Period
ARCH COAL: Ch. 11 Bankruptcy Filing Possible Within Months
ASPEN GROUP: Presents at MicroCap Conference

BLACK ELK: Retains Blackhill Partners as Restructuring Advisor
BLUE DOG AT 399: Landlord Fails in Bid to Dismiss Suit
CALPINE CORP: Moody's Assigns 'Ba3' Rating on $550MM Loan B
CARE NEW ENGLAND: S&P Lowers Rating on 2013A Hosp. Bonds to 'BB'
CLIVE PACE: Summary Judgment on Quiet Title Claim Affirmed

CODERE FINANCE: Chapter 15 Case Summary
CONTOURGLOBAL POWER: Fitch Assigns 'BB-/RR3' Rating on 2019 Notes
CRAILAR TECHNOLOGIES: Obtains CCAA Protection Until Nov. 25
CYPRESS SEMICONDUCTOR: Moody's Assigns B1 CFR, Outlook Stable
CYRUS CARROL: Voluntary Chapter 11 Case Summary

DELLON ASH: Ch. 13 Eligibility Excludes Postpetition Events
EAST ORANGE GENERAL: Case Summary & 20 Top Unsecured Creditors
EAST ORANGE GENERAL: Files for Chapter 11 to Sell Assets
ENERGY FUTURE: Top Exec Defends Hunt-Backed Ch. 11 Turnaround Deal
ENVISION SOLAR: Closes Credit Line with Silicon Valley Bank

FL 6801: Ends Employment of Prime Clerk as Claims Agent
FL 6801: Judge Enters Final Decree Closing Ch. 11 Cases
FREDERICK'S OF HOLLYWOOD: Court Approves Liquidation Plan
GELTECH SOLUTIONS: Incurs $889,000 Net Loss in First Quarter
HAGGEN HOLDINGS: Spencer's Fresh Markets Eyes Arroyo Grande Store

HARSCO CORP: S&P Puts 'BB' CCR on CreditWatch Negative
HELLAS TELECOMMS: Noteholders OK'd to Pursue New $565M Complaint
HERCULES OFFSHORE: S&P Raises CCR to 'CCC+', Outlook Negative
HERITAGE PARTNERS: Court Refused to Revive $80M Malpractice Suit
HII TECHNOLOGIES: Pendergraft, Kennedy Firm File 2019 Statement

INNOVIDA HOLDINGS: 11th Circ. Upheld Former Exec's Conviction
INSITE CORPORATION: Walsh's Motion For Summary Judgment Granted
INTEGRATED BIOPHARMA: Posts $241,000 Net Income for First Quarter
JAMUL INDIAN: Moody's Assigns B3 CFR & Rates $460MM Debt B3
KAMRON EVERGREEN: Case Summary & Largest Unsecured Creditor

KRAZ LLC: Summary Judgment Bid vs. BB&T Partially Granted
LIBERATOR INC: Completes Name Change to Luvu Brands, Inc.
MAGNUM HUNTER: May Have to File for Ch 11 Bankruptcy Protection
NATHAN REUTER: Bid Withdraw Reference of Victims' Suit Granted
NATIONAL MEDICAL: 11th Circ. Urged to Keep Owner's $6M Verdict

NATIONAL MORTGAGE: Moody's Gives Ba2 Insurance Fin. Strength Rating
NMI HOLDINGS: S&P Assigns 'BB-' Rating on $150MM Secured Debt
OW BUNKER GERMANY: Chapter 15 Case Summary
OZBURN-HESSEY HOLDING: Moody's Withdraws B1 Corporate Family Rating
PARAGON SHIPPING: Gets Grace Period to Meet Nasdaq Listing Rules

PARALLEL ENERGY: Approval of $9.4M DIP Financing Agreement Sought
PARALLEL ENERGY: Hires Prime Clerk as Claims and Noticing Agent
PARALLEL ENERGY: Proposes Scout-Led Auction on Jan. 6
PETERSBURG REGENCY: Harmons Seek to Obtain Complete Loan History
PETIT OIL: Trustee's Bid to Vacate Critical Vendor Orders Denied

PLY GEM HOLDINGS: Inks Second Amendment to UBS Credit Facility
POMEROY GROUP: S&P Assigns 'B' CCR on Planned Acquisition
PRANA BIOTECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice
PROSPECT HOLDING: S&P Lowers ICR to 'CCC+'; Outlook Negative
QUICKSILVER RESOURCES: Files Rule 2015.3 Periodic Report

QUIKSILVER RESOURCES: Dec. 1 Hearing Oaktree Backstop Fees
RCS CAPITAL: Moody's Puts B3 CFR on Review for Downgrade
REALOGY HOLDINGS: Reports $110 Million Net Income for Third Quarter
RELATIVITY MEDIA: Replies to Macquaire's Adequate Protection Bid
RESSOURCES APPALACHES: Court OKs Dufferin Mine Second Sale Attempt

SABINE OIL: Bryan Cave Files Rule 2019 Statement
STONEBRIDGE FINANCIAL: Sec. 363 Sale of Bank to Close Q2 of 2016
SUN PRODUCTS: Moody's Affirms B3 CFR & Revises Outlook to Stable
SUPERMEDIA LLC: Bids for Summary Judgment vs. YPPI Partially OK'd
THERAPEUTICSMD INC: Registers $250 Million Worth of Securities

THERAPEUTICSMD INC: Reports $19.5 Million Net Loss for Q3
TRANS-LUX CORP: Extends Rights Offering Expiration to Nov. 19
TRITON CONTAINER: S&P Affirms 'BB+' CCR, Outlook Stable
UGHS SENIOR LIVING: Case Summary & 20 Largest Unsecured Creditors
UNI-PIXEL INC: Amends Q3 Form 10-Q to Add Disclosure

UNIVERSITY GENERAL: Foundation Healthcare to Acquire Assets
UTSTARCOM HOLDINGS: Shah Capital Reports 28.6% Stake as of Nov. 4
VALEANT PHARMACEUTICAL: Moody's to Retain Ba3 CFR on Deleveraging
VIBE MICRO: Urges Florida Federal Court to Toss Racketeering Suit
WEST CORP: S&P Assigns 'BB' Rating on $250MM Term Loan

[*] Ballard Spahr Taps Paul E. Harner to Lead Restructuring in NY
[*] Fitch Says U.S. Life Insurers Face Greater Corp Credit Risk
[*] Global Auto Sector Faces Long-Term Pressures, Moody's Says
[*] Linklaters Strengthens NY Restructuring with Margot Schonholtz
[*] Moody's Examines Chicago's Possible Pension Funding Paths

[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

33 PECK SLIP: Gets Interim Approval to Use Cash Collateral
----------------------------------------------------------
33 Peck Slip Acquisition LLC received interim approval to use the
cash collateral of 33 Peck Slip Hotel Capital LLC.

The order, issued by U.S. Bankruptcy Judge James Garrity, Jr.,
allowed the company to use the lender's cash collateral to pay
expenses totaling $1.17 million.

The interim use of the cash collateral is authorized only for the
period from Sept. 3, 2015 through the date on which a final order
is entered.

In exchange for using the lender's cash collateral, Judge Garrity
ordered 33 Peck Slip to grant adequate protection, including
monthly payments, to the lender.  

The next court hearing is scheduled for Nov. 30, 2015.

A copy of the interim order is available for free at
http://is.gd/6OFAJH

                         About 33 Peck

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

As of the bankruptcy filing, the Debtors owned:

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

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

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

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

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

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

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

                           *     *     *

The bar date for filing proofs of claim is Dec. 16, 2015.

The Debtors have submitted a liquidating plan that will pay off
creditors from proceeds of the sale of the assets.

The Debtors have solicited stalking horse initial offers for the
properties totaling $200 million, subject to potential higher bids
at a Nov. 10 auction.  The Debtors plan to sell the Seaport hotel
for $37.5 million, the Jade hotel for $78 million, the Wyndham
hotel for $57 million, and the development site for $25.5 million.


ACCUDYNE INDUSTRIES: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Accudyne
Industries Borrower S.C.A.'s, including the Corporate Family Rating
to Caa1 from B2, the secured debt rating to B3 from B1 and the
senior unsecured debt rating to Caa3 from Caa1.  The rating outlook
is stable.

RATINGS RATIONALE

The downgrades reflect Moody's expectation of high financial
leverage at Accudyne for some time as a result of an adverse
operating environment from challenging end markets.  Moody's
expects that Debt/EBITDA will exceed 9x through 2016 and into 2017.
Accudyne's key end market are still weakening, especially oil &
gas and construction and mining.  Combined with flat or low-growth
international markets and the declining rate of growth in China,
Moody's expects further revenue declines and earnings erosion,
along with sustained high financial risk.  Cash flow is unlikely to
meaningfully reduce debt.  The business also faces currency
transaction risk as a substantial portion of sales are denominated
in currencies other than the US dollar.

Accudyne is taking steps to mitigate the adverse operating
environment through cost-restructuring efforts, such as
manufacturing plant consolidation and SG&A reduction, and by
targeting growth opportunities such as India's infrastructure
expansion and North American non-residential construction.  The
company's aftermarket sales of replacement parts (approximately 1/3
of revenues) for highly engineered pumps and compressors will be
essential in offsetting revenue decline.  In addition, US
regulations regarding the transition of compressors to Tier 4
emissions standard will create additional opportunities for
Accudyne to market newly engineered compressors in the North
American market.  Moody's does anticipate modest free cash flow
through 2016 and into 2017.  However, the amount is dependent on
the company's success in working capital management.

Liquidity is good, with no scheduled debt repayments until December
2019.  Along with positive free cash flow, Accudyne has access to a
largely un-utilized revolver with adequate first-lien net debt
leverage cushion, and is expected to maintain a solid cash position
($119 million as of June 30, 2015).

The stable outlook reflects Moody's expectation that Accudyne will
be able to navigate through the difficult operating environment and
weak end markets in the near term through aggressive cost
management, supported by good liquidity.

The rating could be upgraded if the company were to meaningfully
reduce leverage with Debt/EBITDA sustained below 6.5x, restore
revenue growth and stability in profits, and improve its FCF/Debt
to be consistently in the mid-single digits.  However, a ratings
upgrade in the near term is unlikely given the company's elevated
financial risk and leverage.

The ratings could be downgraded if the liquidity profile weakens,
if Moody's expects Accudyne's free cash flow to turn negative or
Debt/EBITDA to increase.

Rating actions:

  Corporate Family Rating, downgraded to Caa1 from B2
  Probability of Default, downgraded to Caa1-PD from B2-PD
  $300 million Senior Secured First Lien Revolver due 2017,
   downgraded to B3 (LGD-3)
  $1.675 ($1.5 billion outstanding as of June 30, 2015) billion
  Senior Secured First Lien Term Loan due 2019, downgraded to B3
   (LGD-3)
  $650 million Senior Unsecured Global Notes due 2020, downgraded
   to Caa3 (LGD-5)

The outlook is changed to stable from negative.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.  Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Accudyne Industries Borrower S.C.A., who's administrative office is
located in Dallas, Texas, is a manufacturer of flow control
equipment and air compressors.  The company, comprised of entities
of Hamilton Sundstrand Industrial, was acquired in December 2012
from United Technologies Corporation for $3.4 billion (excluding a
working capital adjustment) by funds of BC Partners Limited and The
Carlyle Group L.P.  Accudyne's operations are divided into two main
business segments: Flow Control and Industrial Air Compressors.
Flow Control (60% of 2014 revenue) manufactures pumps, gas
compressors, and other products while Industrial Air Compressors
(40% of 2014 revenue) manufactures various air compressors.  End
markets served include chemicals, construction & mining, industrial
manufacturing, oil & gas, and water treatment among others.
Revenue for the LTM period ended June 2015 were approximately $1.2
billion.



AEMETIS INC: Incurs $5.75 Million Net Loss in Third Quarter
-----------------------------------------------------------
Aemetis, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $5.75
million on $38.5 million of revenues for the three months ended
Sept. 30, 2015, compared to net income of $464,000 on $48.3 million
of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2015, the Company recorded a
net loss of $20.7 million on $111 million of revenues compared to
net income of $10.9 million on $166 million of revenues for the
same period a year ago.

As of Sept. 30, 2015, the Company had $87.0 million in total
assets, $116 million in total liabilities, and a $29.02 million
total stockholders' deficit.

Cash and cash equivalents were $2.5 million at Sept. 30, 2015, of
which $2.3 million was held in the Company's North American
entities and $0.2 million was held in its Indian subsidiary.  The
Company's current ratio at Sept. 30, 2015, was 0.35 compared to a
current ratio of 0.29 at Dec. 31, 2014.  The Company expects that
its future available capital resources will consist primarily of
cash generated from operations, remaining cash balances, EB-5
program borrowings, amounts available for borrowing, if any, under
the Company's senior debt facilities and its subordinated debt
facilities, and any additional funds raised through sales of
equity.

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

                       http://is.gd/wQStmZ

                          About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.


AFFINION GROUP: S&P Cuts CCR to 'SD' After Distressed Tender Offer
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Affinion Group Holdings Inc. to 'SD'
(selective default) from 'CC'.

At the same time, S&P lowered its issue-level ratings on the
company's 13.75%/14.5% payment-in-kind (PIK) toggle notes due 2018
and 13.50% senior subordinated notes due 2018 to 'D' (default) from
'CC'.  The recovery ratings remain unchanged at '6', indicating
S&P's expectation for negligible recovery (0%-10%) of principal in
the event of a payment default.  Affinion is the borrower of the
13.75%/14.5% payment-in-kind (PIK) toggle notes due 2018.  Affinion
Investments LLC, an existing wholly owned unrestricted subsidiary
of Affinion Group Inc., is the borrower of the 13.5% senior
subordinated notes due 2018.

S&P also assigned its 'B-' issue-level rating and '2' recovery
rating to the company's $110 million 7.5% cash/PIK senior notes due
2018.  The '2' recovery rating indicates S&P's expectation for
substantial recovery (70%-90%; upper half of the range) of
principal in the event of a payment default.  Affinion
International Holdings Ltd. is the borrower of this debt.  Affinion
will use the net proceeds of this offering primarily to fund
working capital purposes and repay certain intercompany loans.

The downgrades follow Affinion's announcement that it has completed
an exchange of approximately $247.4 million (or approximately 95%)
of the outstanding $260.5 million 13.75%/14.5% PIK toggle notes due
2018 and about $337.3 million (approximately 93.7%) of the $360
million 13.5% senior subordinated notes due 2018, issued by
Affinion and Affinion Investments, respectively. As a result,
approximately $13.1 million aggregate principal amount of the
13.75%/14.5% PIK toggle notes and $22.6 million aggregate principal
amount of the 13.5% senior subordinated notes is outstanding.  "We
view Affinion's distressed debt exchange as tantamount to default,"
said Standard & Poor's credit analyst Khaled Lahlo.

Affinion and Affinion International also completed a rights
offering that gives the existing noteholders the right to purchase
7.5% cash/PIK senior notes due 2018 (issued by Affinion
International) and approximately 2.5 million shares of new common
stock for an aggregate cash purchase price of $110 million.

The 'B-' issue-level rating on the $110 million 7.5% cash/PIK
senior notes due 2018 is based on S&P's expectation that it will
raise its corporate credit rating on Affinion to 'CCC+' from 'SD'.
This reflects S&P's view that the company's capital structure is
unsustainable during the next 12-18 months, absent a turnaround in
operating performance.  The exchange offer decreased the total
amount of debt outstanding by about $600 million, provided
short-term liquidity from the rights offering, and reduced cash
interest expense by approximately $50 million, giving the company
additional flexibility to execute its organizational restructuring.
Nonetheless, S&P believes that Affinion still has a highly
leveraged capital structure.  S&P's adjusted leverage, which
includes its adjustments for operating leases and pensions pro
forma for the completed transaction, remains excessive at 8.4x for
the 12 months ended June 30, 2015.  Furthermore, Affinion depends
on favorable market conditions to meet its financial commitments,
in S&P's view, but it do not expect the company to face a credit or
payment crisis during the next 12-18 months because it has
"adequate" liquidity, according to S&P's criteria.



ALLY FINANCIAL: Signs Underwriting Pact with Citigroup, et al.
--------------------------------------------------------------
Ally Financial Inc. entered into an underwriting agreement
incorporating Ally's Underwriting Agreement Standard Provisions
(Debt Securities) with Citigroup Global Markets Inc., Goldman,
Sachs & Co., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC,
as representatives of the several Underwriters named therein,
pursuant to which Ally agreed to sell to the Underwriters
$750,000,000 aggregate principal amount of 3.250% Senior Notes due
2018.  The Notes were registered pursuant to Ally's shelf
registration statement on Form S-3 (File No. 333-193070), which
became automatically effective on Dec. 24, 2013.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters,
and termination and other customary provisions.

The Notes will be issued pursuant to an Indenture dated as of as of
July 1, 1982, as supplemented and amended by the first supplemental
indenture dated as of April 1, 1986, the second supplemental
indenture dated as of June 15, 1987, the third supplemental
indenture dated as of Sept. 30, 1996, the fourth supplemental
indenture dated as of Jan. 1, 1998, and the fifth supplemental
indenture dated as of Sept. 30, 1998, between the Company and The
Bank of New York Mellon (successor to Morgan Guaranty Trust Company
of New York), as trustee, and an action of the executive committee
of Ally dated as of Nov. 2, 2015.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

As of Sept. 30, 2015, the Company had $156 billion in total assets,
$142 billion in total liabilities, and $14.6 billion in total
equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


ALPHA NATURAL: Amends DIP Credit Agreement to Increase Commitment
-----------------------------------------------------------------
BankruptcyData reported that Alpha Natural Resources filed with the
U.S. Bankruptcy Court a motion for a supplemental order, pursuant
to 11 U.S.C. Section 105, 363 and 364, authorizing an amendment to
its D.I.P. credit agreement that provides for increased letter of
credit commitments and payment of related fees.

The motion explains, "Through the motion, the Debtors seek
authority to (a) supplement their debtor in possession financing
(the 'DIP Financing') by adding up to $30 million of additional
letter of credit capacity under the Term L/C Facility...and (b) pay
required fees associated with this increase in financing capacity.
The Debtors have needs for additional letter of credit capacity in
connection with the ongoing ordinary course operation of their
businesses.  As described in more detail in the Debtors' original
motion to approve the DIP Financing (Docket No. 27) (the 'Original
DIP Motion'), the Debtors initially had contemplated adding
capacity to issue additional letters of credit in connection with a
new revolving credit facility to replace their prepetition
receivables facility with General Electric Capital Corp.

In particular, the DIP Order expressly contemplated the addition of
a DIP Revolving Facility in an amount of up to $200 million for
this and other purposes.  At the current juncture, however, the
Debtors have been unable to obtain the DIP Revolving Facility and
have determined that their need for additional letter of credit
capacity can most efficiently be satisfied through an amendment to
the Term L/C Facility that will permit the Debtors to issue up to
$30 million in new letters of credit."  The Debtors also filed a
separate motion to file related fee letters under seal.  The
Debtors explain, "If the Fee Letters are not filed with the Court
under seal, the Agent has informed the Debtors that it may be
competitively harmed."

The Court scheduled Nov. 17, 2015 hearing to consider the motions.

                       About Alpha Natural

Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,  
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.  

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.  The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the case.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel.  Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.
Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.


ALPHA NATURAL: Gets Nod to Sell Idle Appalachian and Ill. Mines
---------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that a West Virginia
bankruptcy judge on Nov. 5, 2015, approved Alpha Natural Resources
Inc.'s plans to sell more than a dozen inactive Appalachian mines,
giving the go-ahead to a January auction over the objections of
numerous creditors who criticized the sale plans.

U.S. Bankruptcy Judge Kevin R. Huennekens approved Alpha's auction
plans in a hearing in West Virginia, paving the way for a Jan. 27
auction of the 17 inactive mine properties -- 16 in Appalachia and
one in Illinois. Creditors including banks, and insurance
companies.

                       About Alpha Natural

Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,    

ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.  

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.  The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the case.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel.  Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.  Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.




ALPHA NATURAL: Seeks April 2016 Extension of Action Removal Period
------------------------------------------------------------------
Alpha Natural Resources, Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of Virginia to extend their deadline
to remove civil actions pending as of the Petition Date until (a)
April 29, 2016; or (b) 30 days after the entry of an order
terminating the automatic stay with respect to any particular Civil
Action sought to be removed, without prejudice to the Debtors'
right to seek further extensions of the removal period.

As of the Petition Date, the Debtors were parties to hundreds of
Civil Actions pending in courts and tribunals.  The Debtors are
evaluating whether they may seek to remove certain of the Civil
Actions and, where appropriate, subsequently transfer some or all
of those Civil Actions to this District or this Court.

                       About Alpha Natural

Alpha Natural -- http://www.alphanr.com/-- is a coal supplier,    
ranked second largest among publicly traded U.S. coal producers as
measured by 2014 consolidated revenues of $4.3 billion.  

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.  The petition was signed by Richard H. Verheij, executive
vice president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the case.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel.  Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.  Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.


ARCH COAL: Ch. 11 Bankruptcy Filing Possible Within Months
----------------------------------------------------------
Tracy Rucinski at Reuters reports that Arch Coal expects to file
for bankruptcy protection within months, even if current talks with
creditors yield a restructuring agreement.

The Company said in a filing with the U.S. Securities and Exchange
Commission, "If an agreement (with creditors) is reached and we
pursue a restructuring, it may be necessary for us to file a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code."

Citing sources with knowledge of the restructuring talks, Reuters
relates that the likelihood of an out-of-court agreement was remote
and that the Company could file for Chapter 11 protection as soon
as December 2015.  Reuters says that if the Company doesn't file
for Chapter 11 protection by Dec. 15, 2015, it can choose to miss
its bond payment, setting off a 30-day grace period.

Diana Barr at St. Louis Business Journal reports that the Company
said it has elected to terminate its $250 million revolver loan,
under which it had no borrowings, effective Wednesday.

John Drexler, the Company's senior vice president and chief
financial officer, said in the earnings statement, "Our cash flow
(...) is not sufficient to service our debt sustainably in this
operating environment."

Reuters states that the Company reported a $2 billion third-quarter
net loss on Monday and said it could have trouble servicing $5.1
billion of debt.  The Company, according to Business Journal, said
it had liquidity of $704.4 million as of Sept. 30, 2015, including
$694.5 million in cash and liquid securities.

According to The Associated Press, the Company is hurt by weakening
demand for coal.  The Company cited in its SEC filing "extremely
challenging current market conditions" for its need to restructure
its balance sheet.

                          About Arch Coal

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

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

                           *     *     *

The Troubled Company Reporter, on Oct. 29, 2015, reported that
Fitch Ratings has taken the following rating actions on Arch Coal,
Inc. (Arch Coal; NYSE: ACI) in connection with the expiration of
the company's debt exchange offers:

  -- Issuer Default Rating (IDR) affirmed at 'C';
  -- Senior secured revolving credit facility downgraded to
     'CCC-/RR2' from 'B-/RR2';
  -- Senior secured term loan downgraded 'CCC-/RR2' from 'B-/RR2';
  -- Second lien secured notes affirmed at 'C/RR6';
  -- Senior unsecured notes affirmed at 'C/RR6'.

Roughly $5.4 billion in principal amount of debt and commitments
are affected by this action.

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

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

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


ASPEN GROUP: Presents at MicroCap Conference
--------------------------------------------
Mr. Michael Mathews, the chairman of the Board and chief executive
officer of Aspen Group, Inc. presented at The MicroCap Conference
in Philadelphia on Nov. 5, 2015.  A copy of the presentation is
available for free at http://is.gd/L5xOG4

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

Aspen Group reported a net loss of $4.2 million on $5.2 million of
revenues for the year ended April 30, 2015, compared to a net loss
of $5.3 million on $3.9 million of revenues for the year ended
April 30, 2014.

As of July 31, 2015, the Company had $5.6 million in total assets,
$3.6 million in total liabilities and $1.9 million in total
stockholders' equity.


BLACK ELK: Retains Blackhill Partners as Restructuring Advisor
--------------------------------------------------------------
Black Elk Energy Offshore Operations, LLC has retained Blackhill
Partners, an investment bank and restructuring firm specializing in
complex situations, as restructuring advisor to guide the company
through its Chapter 11 bankruptcy.

Black Elk Energy is an independent oil and gas company
headquartered in Houston, Texas.  The company operates and holds
interests in properties offshore in the Gulf of Mexico, located
within Louisiana and Texas State and Federal waters in depths
ranging from ten feet up to 3,700 feet.

Blackhill Partners' managing director Jeff Jones is leading the
engagement.  Mr. Jones has more than 25 years' experience as a
restructuring advisor and investment banker, with particular
expertise in energy restructuring and special situations mergers
and acquisitions.

"Blackhill Partners' long history of serving energy companies in
difficult situations allows us to provide the leadership required
in this highly complex bankruptcy," said Mr. Jones.

Blackhill's Energy Restructuring Team, which for Black Elk includes
Eric Hyman, Lance Gurley, Todd Heinz and Tripp Ballard in addition
to Mr. Jones, will draw on its expertise in onshore and offshore
energy restructurings to maximize recoveries for creditors.

                   About Blackhill Partners

Headquartered in Dallas, Texas, Blackhill Partners, LLC --
http://www.bhpllc.com-- is an investment bank and restructuring
firm specializing in complex situations.  Blackhill's professionals
have advised Fortune 500 and middle-market companies on over $100
billion in mergers, acquisitions, financings and restructurings
across a broad range of industries, with particular depth in energy
and industrial businesses.

                About Black Elk Energy Offshore

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

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

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

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

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


BLUE DOG AT 399: Landlord Fails in Bid to Dismiss Suit
------------------------------------------------------
In an Opinion dated October 27, 2015 available at
http://is.gd/sp124lfrom Leagle.com, Judge Michael E. Wiles of the
United States Bankruptcy Court for the Southern District of New
York denied BP 399 Park Avenue, LLC's motion to dismiss an
adversary proceeding brought by Blue Dog at 399 Inc.

Among other things, the defendant, which is the Debtor's landlord,
takes the position that the Court is precluded from considering the
claims raised in the complaint under the doctrines of res judicata
and collateral estoppel.  The Landlord also takes the position that
the Court lacks subject-matter jurisdiction over this adversary
proceeding under the Rooker-Feldman doctrine and that the Complaint
fails to state a claim for which relief may be granted.

The adversary proceeding is BLUE DOG AT 399 INC., Plaintiff, v. BP
399 PARK AVENUE LLC, Defendant,ADV. PROC. NO. 15-1097 (MEW)(Bankr.
S.D.N.Y.).

The bankruptcy case is In re: BLUE DOG AT 399 INC., Chapter 11,
Debtor, CASE NO. 15-10694 (MEW)(Bankr. S.D.N.Y.).

Blue Dog at 399 Inc., Plaintiff, represented by Paul R. DeFilippo,
Esq. -- pdefilippo@wmd-law.com -- Wollmuth Maher & Deutsch LLP,
John D Giampolo, Esq. -- jgiampolo@wmd-law.com -- Wollmuth Maher &
Deutsch LLP, Frederick E. Schmidt, Esq. -- eschmidt@cozen.com --
Cozen O'Connor.


CALPINE CORP: Moody's Assigns 'Ba3' Rating on $550MM Loan B
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Calpine
Corporation's proposed $550 million term loan B due 2022.
Concurrent with this rating assignment, Moody's affirmed Calpine's
B1 Corporate Family Rating, B1-PD Probability of Default Rating,
Ba3 rating on the company's senior secured revolver, term loans,
and senior secured notes and the B3 rating on the company's senior
unsecured notes.  In addition, Moody's raised Calpine's Speculative
Liquidity Rating to SGL-1 from SGL-2.  Proceeds from the new debt
issuance will be used to prefund the acquisition of the 745 MW
Granite Ridge power plant in New Hampshire as well as general
corporate purpose.  Calpine's rating outlook is positive.

RATINGS RATIONALE

Calpine's B1 CFR reflects the inherent volatility of the merchant
power sector and its considerable debt leverage (8.4% CFO
pre-working capital (WC)/debt for last twelve months ending Sept.
30, 2015), tempered by the scale and geographic diversity of its
operations.  Calpine also has a significant fuel concentration
risk, as its fleet of generation assets are predominantly natural
gas-fired.  However, natural gas plants are faring much better than
most other generation assets in current low gas price environment.

Calpine's scale and geographic diversity play an important role in
its cash flow resiliency.  The company operates nationally, with 82
plants in operation totaling 26.6 GW of generating capacity. This
scale and focus on gas-fired facilities allow it to keep operating
expenses low while achieving high reliability.  Calpine has a major
presence in the Northeast, Texas and California.  Each of these
regions has a very different market environment and regulatory
regime, thus providing meaningful cash flow diversification.

Calpine has high debt leverage, a credit weakness.  Based on
Moody's adjusted financials, Calpine's CFO pre-WC/debt ratio for
the last twelve months 3Q2015 was 8.4% which was an improvement
with the previous two years -- with 6.8% and 5.8% registered in
2013 and 2014, respectively.  Despite this level of debt burden,
Calpine's ability to generate positive free cash flow through the
current low power price environment is an important rating
consideration.  Unlike its merchant peers with coal or nuclear
generation, gas plants have relatively low level of maintenance
capital expenditures and environmental compliance expenditures.

Liquidity

Calpine's speculative-grade liquidity rating is SGL-1.  The company
continues to possess good liquidity, with $659 million of
unrestricted cash on hand at the end of September 2015 and about
$1.3 billion of unused capacity on its corporate revolving credit
facility.  Excluding project finance debt maturities, Calpine's
next scheduled debt maturity is a first lien term loan due October
2019 and its corporate revolving facility is due June 2018.  The
company expects to generate about $825 million to $860 million of
adjusted free cash flow before growth capital expenditures for year
2015 and is forecast to generate $710 to $860 million of adjusted
free cash flow in 2016 according to its third quarter 2015 earnings
presentation.

Rating Outlook

Calpine's positive outlook reflects its continued free cash flow
generation and an expected increase in cash flow to debt ratios
over the next few years.

What Could Change the Rating -- UP

Moody's could upgrade Calpine's ratings at some point over the next
12 to 18 months if its CFO-Pre-WC/debt ratio is sustained in the
high single digit range.

What Could Change the Rating -- DOWN

Moody's may revise the outlook to stable should CFO Pre-WC/debt
stay in the mid-single digit range on a sustained basis.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014.

Assignments:

Issuer: Calpine Corporation

  Senior Secured Bank Credit Facility, Assigned Ba3(LGD3)

Affirmations:

Issuer: Calpine Corporation

  Probability of Default Rating, Affirmed B1-PD
  Corporate Family Rating, Affirmed B1
  Senior Unsecured Shelf, Affirmed (P)B3
  Senior Secured Shelf, Affirmed (P)Ba3
  Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3)
  Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD3)
  Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5)

Raises:

Issuer: Calpine Corporation

  Speculative Grade Liquidity Rating, Raised to SGL-1 from SGL-2

Outlook Actions:

Issuer: Calpine Corporation

  Outlook, Remains Positive



CARE NEW ENGLAND: S&P Lowers Rating on 2013A Hosp. Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
the Rhode Island Health and Educational Building Corp.'s series
2013A hospital revenue bonds, issued for Care New England Health
System (CNE), to 'BB' from 'BBB-'.  The outlook is negative.

"The lower rating reflects our view of CNE's thin financial profile
in recent years that, without intervention, is expected to
materially weaken through 2017," said Standard & Poor's credit
analyst Jennifer Soule.

Management has developed a plan with consultants to achieve $75
million to $95 million in revenue enhancement and cost reduction
initiatives across that timeframe.  If successful, the underlying
run rate for operations would improve with essentially breakeven
performance in 2017.

However, S&P thinks the plan is aggressive and are uncertain if the
system can achieve these targets within such a short timeframe.

CNE includes four hospitals and a visiting nurses association.  The
obligated group includes CNE's parent organization, Women & Infants
Hospital of Rhode Island (WIH) and its holding company (Women &
Infants Corp.); Kent Hospital; Butler Hospital; the Kent County
Visiting Nurses Assn; Southeastern Healthcare System, the holding
company for Memorial Hospital, and The Providence Center that was
purchased earlier in 2015.  The 2013A bonds are secured by a gross
receipts pledge of the obligated group; a first mortgage lien on
and security interest in certain land, buildings and fixtures of
each Butler and Kent Hospitals; a covenant against the creation of
liens in favor of any party on certain land, buildings, and
fixtures of each Memorial Hospital and Women & Infants Hospital, as
well as a debt service reserve.

"The negative outlook reflects our view of CNE's weak financial
operating performance in recent years and the heavy operating
losses expected through fiscal 2016," added Ms. Soule.  "We also
expect the system's balance sheet to decline in fiscal 2016 as it
absorbs the impact of a challenging financial year coupled with the
need to fund a limited number of capital projects."

S&P could consider a lower rating if CNE falls short of its
projections within the one-year outlook period or if it needs to
further draw on cash or add debt to support its needs through that
timeframe.

S&P could revise the outlook to stable if CNE achieves its
projections through the outlook period while maintaining its
enterprise strengths.



CLIVE PACE: Summary Judgment on Quiet Title Claim Affirmed
----------------------------------------------------------
The United States Court of Appeals for the Ninth Circuit affirmed
the bankruptcy court's summary judgment in the adversary proceeding
filed by Chapter 11 debtors Clive and Yolanda Pace against JPMorgan
Chase Bank, N.A., and other defendants, seeking quiet title to real
property and a declaration that the defendants' loans on the
properties were unsecured.

The Paces primarily argued that JPMorgan and Bank of America do not
have valid claims because they failed to produce original
promissory notes and deeds of trust.  The said banks, however,
filed certified copies of the notes and deeds and made the
originals available to the Paces at hearings and settlement
conferences.

The Paces then alleged that the notes and deeds are invalid because
they were previously split.  However, the Ninth Circuit held that
this did not render either instrument irreparably void, and the
fact remains that they are currently reunited in the care of the
defendant banks.

The Ninth Circuit thus concluded that the Paces have not
established a genuine issue of material fact regarding their quiet
title claim.

The case is In the Matter of: CLIVE AND YOLANDA PACE, CLIVE PACE
and YOLANDA PACE, Plaintiffs-Appellants, v. BANK OF AMERICA, N.A.;
et al., Defendants-Appellees, NO. 13-16602 (9th Cir.).

A full-text copy of the 9th Circuit's October 23, 2015 memorandum
is available at http://is.gd/npOKpZfrom Leagle.com.


CODERE FINANCE: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: David Jimenez Marquez

Chapter 15 Debtor: Codere Finance (UK) Limited
                   20-22 Bedford Row
                   London WC1R 4JS
                   United Kingdom

Chapter 15 Case No.: 15-13017

Type of Business: Gaming

Chapter 15 Petition Date: November 11, 2015

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Emil A. Kleinhaus, Esq.
                                 WACHTELL, LIPTON, ROSEN & KATZ
                                 51 West 52nd Street
                                 New York, NY 10019
                                 Tel: (212) 403-1332
                                 Fax: (212) 403-2332
                                 Email: eakleinhaus@wlrk.com

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

Estimated Debts: More than $1 billion


CONTOURGLOBAL POWER: Fitch Assigns 'BB-/RR3' Rating on 2019 Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR3' rating to ContourGlobal
Power Holdings S.A.'s (CGPH) $100 million 7.125% Senior Secured
Notes due June 2019. The proceeds along with cash on balance sheet
will be used to repay the $150 million bridge loan. The rating
primarily benefits from a guarantee from CGPH's parent
ContourGlobal L.P. (CGLP) which carries a Fitch 'B+' Long-term
Issuer Default Rating (IDR) with a Stable Outlook. The security
ratings at CGPH are notched based on a recovery analysis that
reflects the IDR and the priority ranking of the debt obligations
in a hypothetical default scenario.

KEY RATING DRIVERS

CGLP's IDR primarily reflects its relatively stable earnings from
long term contracts and regulated earnings which account for
approximately 91% of total revenue between 2014 and 2021. Power
Purchase Agreements (PPAs) have a weighted average life of
approximately 12 years. Majority of PPAs are either capacity based
which covers fuel cost and other variable costs or with fixed long
term prices with inflation pass-through. Most PPA offtakers hold an
investment grade credit rating.

The IDR also considers the improving geographic diversification of
CGLP's generation fleet, although counterparty concentration
remains a primary credit concern. CGLP's two largest projects
Maritsa in Bulgaria and Arrubal in Spain will represent
approximately 27% and 14% of 2015 EBITDA. With acquisitions and new
projects coming into service, the combined EBITDA of these two
projects could decline to 36% but remain substantial. Fitch views
positively the settlement between Natsionalna Elektricheska
Kompania EAD (NEK) and Maritsa. CGLP was required to reduce
capacity prices by 15% and NEK will pay CGLP approximately EUR88
million in net proceeds, eliminating the uncertainty from NEK's
chronic late payments.

CGLP's operating environment will remain challenging. Fitch
believes that European wholesale power prices will remain low
through 2019. CGLP has limited financial flexibility as project
assets are largely encumbered and subject to various security
restrictions under the project financing agreements that could be
very complex and prevent upstream distribution to CGLP.

CGLP's credit metrics are at the low end of the range for the
rating. There is limited headroom in the assigned 'B+' rating
level. Fitch evaluates CGLP's credit metrics both on a consolidated
basis and a distribution basis. As several projects have been
acquired or will become fully operational in 2015 - 2016, Fitch
projects consolidated FFO lease adjusted leverage to decline to
6.3x in 2017 from the current 8x. On a distribution only basis,
Fitch projects recourse debt/distribution to average 4.8x for the
next three years. The distribution cash flow is structurally
inferior to cash flow at the operating company level.

Recovery Analysis

The 'BB-/RR3' for CGPH's senior secured notes are based on Fitch's
recovery waterfall and incorporates the limit on total security
available to the secured debtholders under the credit agreement.
Fitch values CGLP's equity interest in its operating subsidiaries
at $462 million under a distressed scenario. The 'RR3' rating for
the senior secured notes reflects a one-notch positive differential
from the 'B+' IDR and indicates good recovery of principal and
related interest of between 51% -70%.

KEY ASSUMPTIONS

-- Approximately $140 million equity investment for committed
    acquisitions or construction in 2015;
-- Continuation of Arrubal's reduced capacity payment from the
    system operator until government contract expires in 2017;
-- Receives NEK payment of EUR 88 million regarding to overdue
    receivables in 2015;
-- Capacity payment from NEK reduced by 15% starting June 2015;
-- Maritsa and Arrubal availability factors are at required level

    of 82% for Maritsa, and 86%-93% for Arrubal. Fitch notes that
    actual availabilities have been higher historically.

RATING SENSITIVITIES

Positive: Based on projections for the next 3 - 5 years, it is
unlikely that CGLP will be upgraded. Nevertheless, future
developments that may lead to a positive rating action include:
-- On a consolidated basis, FFO lease adjusted gross leverage
    below 5.0x on a sustained basis; On a distribution only basis,

    recourse debt/distribution below 3.0x on a sustained basis.
-- Materially reduced counterparty concentration risks such that
    EBITDA from any single offtaker is consistently less than 15%;

-- High likelihood of re-contracting major PPAs at a level that
    is similar to existing pricing levels with similar durations.

Negative: Future developments that could lead to negative rating
action include:
-- On a consolidated basis, FFO lease adjusted gross leverage
    above 7.5x on a sustained basis; On a distribution only basis,

    recourse debt/distribution above 5.5x on a sustained basis;
-- If the major PPAs experience unexpected and material price
    reduction from current levels or termination;
-- If more than 50% of total revenue becomes uncontracted.



CRAILAR TECHNOLOGIES: Obtains CCAA Protection Until Nov. 25
-----------------------------------------------------------
Crailar Technologies Inc. on Nov. 10 disclosed that the Company and
certain of its subsidiaries have obtained an Initial Order from the
Supreme Court of British Columbia under the Companies' Creditors
Arrangement Act ("CCAA").  The terms and conditions of the
restructuring plan have not yet been determined by Crailar.

The Court granted protection under the CCAA for an initial period
expiring on Wednesday November 25, 2015 to be extended as required
and approved by the Court.  The Court has set a further hearing
date of November25, 2015, at which time an extension of the
protection under the CCAA will be sought.  The CCAA filing applies
to Crailar, Crailar Inc., Hemptown USA Inc., 0697872 B.C. Ltd.,
Crailar Fiber Technologies Inc. and HTNaturals Apparel Corp. While
Crailar and its subsidiaries are under CCAA protection, creditors
and others are stayed from pursuing any claims or enforcing any
rights against the companies.

After careful consideration of all available alternatives; the
Board of Directors of the Company determined that it was in the
best interests of the Company and all of its stakeholders to file
for an application for creditor protection under the CCAA.  Under
the CCAA proceedings, it is expected that the Company's operations
will continue uninterrupted in the ordinary course of business and
obligations to employees, key suppliers of goods and services and
obligations to the Company's customers, after the filing date, will
continue to be met on an ongoing basis.  Under the Initial Order
the Company's management will remain responsible for the day-to-day
operations of the Company and the Board of Directors has remained
intact. Crailar expects to apply for recognition of the Initial
Order under chapter 15 of title 11 of the US Code.

Pursuant to the Initial Order, The Bowra Group Inc. has been
appointed as monitor in the CCAA proceeding (the "Monitor").

All inquiries regarding the CCAA proceeding should be directed to
the Monitor (Martin Hyatt, (604) 689-8939 Information about the
CCAA proceeding, including all Court Orders and the Monitor's
reports, will be available on the Monitor's website at
www.bowragroup.com/engagements

                About CRAiLAR Technologies Inc.

CRAiLAR Technologies Inc. brings cost-effective, sustainable, bast
fiber-based products to market.  These environmentally friendly,
natural fiber alternatives offer equivalent or superior performance
characteristics to cotton, wool, wood or fossil-fuel based fibers.
The Company's business operations consist primarily of licensing
its CRAiLAR(R) processing technologies to produce CRAiLAR(R) fibers
in the non-woven, yarn and textile industries.  CRAiLAR(R) Flax
Fiber is a sustainable alternative fiber with performance, consumer
preference, environmental advantage, and 'natural feel' suitable
for businesses and consumers in the woven and non-woven markets.

Crailar is headquartered in Victoria, British Columbia, Canada and
its common shares trade on the TSX Venture Exchange under the
symbol CL and its debentures under CL.DB.  Crailar's common stock
is also quoted on the OTC Bulletin Board or the OTCQB tier of the
OTC Markets Group, Inc. under the symbol "CRLRF".




CYPRESS SEMICONDUCTOR: Moody's Assigns B1 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
B1-PD Probability of Default Rating to Cypress Semiconductor Corp.
Concurrently, Moody's placed a Ba3 rating on the company's first
lien credit facilities comprised of an existing $450 million
revolving credit facility and a proposed $400 million term loan.
Moody's assigned a Speculative Grade Liquidity ("SGL") rating of
SGL-3.  The proceeds of the new debt financing will be used to
partially fund the company's stock repurchase program and repay a
portion of the current borrowings under the revolving credit
facility.  The ratings outlook is stable.

Moody's assigned these ratings to Cypress Semiconductor Corp.:

  Corporate Family Rating- B1

  Probability of Default Rating- B1-PD

  Senior Secured Revolving Credit Facility expiring 2020 -- Ba3
   (LGD3)

  Senior Secured First Lien Term Loan due 2022 -- Ba3 (LGD3)

  Speculative Grade Liquidity Rating -- SGL-3

Outlook is Stable

RATINGS RATIONALE

The B1 CFR reflects the risks associated with Cypress' leveraged
capital structure as well as its exposure to the cyclical nature of
the semiconductor industry which has been susceptible to economic
downturns.  Moody's expects debt leverage, on a pro forma basis, to
approach 3.5x (Moody's adjusted) by the end of 2015, but decline
towards the high 2x level by the end of the following year driven
principally by debt amortization and projected EBITDA expansion.
The rating also factors in a degree of integration risk related to
Cypress' acquisition of Spansion Inc. which was completed in early
2015 and more than doubled the company's revenue base.
Additionally, the potential for Cypress to pursue incremental
acquisitions, stock repurchases, and shareholder distributions
could constrain deleveraging efforts.  However, the uncertainties
associated with the company's credit profile are partially offset
by a sizable equity cushion as well as Cypress' strong market
position as a provider of NOR flash memory semiconductors, SRAMs,
and microcontrollers to an array of end market customers.
Moreover, while integration challenges related to Spansion remain,
the company has made meaningful progress in realizing expected cost
synergies from the merger with additional savings to drive margin
expansion in the coming year.

Moody's expects Cypress to increase free cash flow after dividends
to nearly 10% of total debt in the coming year with similar
production in 2017.  The company's capital-light manufacturing
model and efforts to consolidate its production facilities
footprint should support this improved cash generation.  These free
cash flow prospects, coupled with approximately $295 million in pro
forma cash on the company's balance sheet and $90 million in
undrawn revolver capacity, support Cypress' adequate liquidity
position and SGL-3 rating.  The credit facility is subject to
financial maintenance covenants with a minimum fixed charge
coverage of 1x and total leverage of 3.5x that will step down to 3x
in early 2017.

The stable ratings outlook reflects Moody's projection for a modest
decline in pro forma annual revenue in 2016.  However, the
realization of incremental cost synergies related to the Spansion
merger and anticipated improvements in capacity utilization
coinciding with a depletion of excess inventories acquired with
Spansion should facilitate meaningful adjusted EBITDA improvement
during this period.

What Could Change the Rating - Up

The ratings could be upgraded if Cypress effectively expands EBITDA
such that adjusted leverage and FCF/debt are expected to be
sustained under 3x and above 15%, 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 or Cypress adopts more aggressive financial policies
that increase debt leverage above 4.5x.

The principal methodology used in these ratings was the Global
Semiconductor Industry Methodology published in December 2012.

Cypress Semiconductor Corp. provides mixed-signal integrated
circuits and holds leading positions in the markets for NOR flash
memory semiconductors, SRAMs, and microcontrollers.  Pro forma for
the company's March 2015 merger with Spansion Inc., the company is
projected to generate annual revenues of more than $1.8 billion in
2015.



CYRUS CARROL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cyrus Carrol LLC
        450 S. Melrose Drive #110
        Vista, CA 92081

Case No.: 15-07230

Chapter 11 Petition Date: November 10, 2015

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Christopher B. Latham

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  LAW OFFICES OF ANDREW H. GRIFFIN, III
                  275 East Douglas Avenue, Suite 112
                  El Cajon, CA 92020
                  Tel: 619-440-5000
                  Fax: 619-440-5991
                  Email: Griffinlaw@mac.com

Total Assets: $1.90 million

Total Liabilities: $1.62 million

The petition was signed by Nasser Palizban, sole member.

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


DELLON ASH: Ch. 13 Eligibility Excludes Postpetition Events
-----------------------------------------------------------
In a memorandum dated October 29, 2015 available at
http://is.gd/RUvItqfrom Leagle.com, Judge Nicholas W. Whittenburg
of the United States Bankruptcy Court for the Eastern District of
Tennessee denied Dbtor Dellon Binnon Ash II's motion to convert his
Chapter 11 case to Chapter 13 as postpetition events may not be
taken into account in determining Chapter 13 eligibility because
eligibility is to be determined on the date of the filing of the
petition.  

The case is In re: Dellon Binnon Ash, II, Chapter 11, Debtor, NO.
1:14-BK-12338-NWW (Bankr. E.D. Tenn.).

Dellon Binnon Ash, II, Debtor, is represented by David J. Fulton,
Esq. -- djf@sfglegal.com -- SCARBPROUGH & FULTON.


EAST ORANGE GENERAL: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                    Case No.
       ------                                    --------
       East Orange General Hospital, Inc.        15-31232
       300 Central Avenue
       East Orange, NJ 07018

       Essex Valley Healthcare, Inc.             15-31233      

Type of Business: Health Care

Chapter 11 Petition Date: November 10, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Vincent F. Papalia

Debtors' Counsel: Kenneth A. Rosen, Esq.
                  Michael Savetsky, Esq.
                  Gerald C. Bender, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: 973.597.2500
                  Fax: 973.597.2400
                  Email: krosen@lowenstein.com
                         msavetsky@lowenstein.com
                         gbender@lowenstein.com

Debtors'          PRICEWATERHOUSECOOPERS LLP
Financial
Advisor:

Debtors'          MCCARTER & ENGLISH, LLP
Special
Transactional
Counsel:

Debtors'          PRIME CLERK LLC
Claims,
Noticing
ang Balloting
Agent:

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Martin A. Bieber, interim president and
chief executive officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Cardinal Health Solutions, Inc.      Trade Debt        $1,747,463
1330 Enclave Parkway
Houston, TX 77077

Qualcare, Inc.                       Trade Debt        $1,529,251
30 Knightsbridge Road,
Piscataway, NJ 08854

GE Healthcare Integrated IT          Trade Debt          $925,894
Solutions
540 W. Northwest Highway
Barrington, IL 60010

Center for Family Guidance, P.C.     Trade Debt          $797,494
765 E. Route 70, Building A-101
Marlton, NJ 08053

Laboratory Corp. of America          Trade Debt          $720,559
531 South Spring Street
Burlington, NC 27215

MMS, Inc.                            Trade Debt          $282,355
145 Huguenot Street, Suite 108
New Rochelle, NY 10801

Con Edison Solutions, Inc.           Trade Debt          $278,972
100 Summit Lake Drive, Suite 410
Valhalla, NY 10595-1373

B. Braun Medical, Inc.               Trade Debt          $164,655

Medline Industries, Inc.             Trade Debt          $155,206

Stryker Orthopedic                   Trade Debt          $147,197

US Foodservice                       Trade Debt          $146,167

Eproz Limited                        Trade Debt          $136,480

Brach Eichler, LLC                   Trade Debt          $112,189

Menco Business Products, Inc.        Trade Debt          $109,988

Xerox Corporation                    Trade Debt          $109,716

Carefusion Solutions                 Trade Debt          $104,215

NJ Hospital Association              Trade Debt          $103,720

Liberty Billing & Consulting         Trade Debt           $97,190
Services, Inc.

PSE&G                                Trade Debt           $94,844

CliftonLarsonAllen LLP               Trade Debt           $93,278


EAST ORANGE GENERAL: Files for Chapter 11 to Sell Assets
--------------------------------------------------------
East Orange General Hospital, Inc., and Essex Valley Healthcare,
Inc., sought Chapter 11 bankruptcy protection with the intention of
selling their assets to Prospect EOGH, Inc. and Prospect Medical
Holdings, Inc., subject to higher and better bids.  The Debtors
currently anticipate to close the sale within 60 days of the
Petition Date.

The Debtors said that after exploring available options, their
management and Board of Trustees have concluded that commencing
these Chapter 11 cases would be in the best interests of their
creditors and will preserve the going-concern value of their
business while they continue to pursue the sale of their assets
pursuant to Section 363 of the Bankruptcy Code to Prospect or some
other buyer.

According to Court documents, the Debtors sustained an average
EBIDA loss of approximately $1,100,000 per month in 2014 and
currently sustaining losses of approximately $200,000 per month.

For the fiscal year ending Dec. 31, 2014, the Debtors incurred an
unaudited net operating loss of approximately $19,200,000 with an
EBIDA loss of approximately $13,200,000, compared to a net
operating loss of approximately $10,700,000 with an EBIDA loss of
approximately $5,400,000 for the year ended Dec. 31, 2013.  

For the nine months ending Sept. 30, 2015, the Debtors incurred an
unaudited net operating loss of approximately $8,900,000 with an
EBIDA loss of approximately $4,200,000.

Martin A. Bieber, interim president and chief executive officer of
EOGH said the decline in the decline in the Debtors' financial
performance was due, among other things, to insufficient working
capital to invest in staff retention, recruitment, training and
development, and insufficient capital to assure (i) current, state
of the art technology, (ii) replenishment or replacement of fixed
and moveable equipment, and (iii) needed upgrades to the physical
infrastructure.  He added that the Debtors' loss of valued and
experience staff over the last several years has further eroded the
institution's operating effectiveness.

"The Hospital has worked hard to improve the quality of its
services by increasing the nurse to patient staffing ratio,
strengthening case management, initiating new performance
improvement programs, re-aligning business incentives with key
medical staff in a regulatory compliant manner, and increasing
nursing salaries and staffing mix to improve confidence in bedside
care," Mr. Bieber related.  Despite these efforts and improvements,
Mr. Bieber said the Hospital continues to sustain losses.

As of the Petition Date, the Debtors owe PNC Bank, National
Association, approximately $7,565,000 on account of prepetition
obligations, trade vendors approximately $10,600,000, and lease
parties approximately $2,000,000, Court documents indicate.

                       The Sale to Prospect

The Debtors entered into an asset purchase agreement with Prospect
on May 28, 2014, pursuant to which Prospect agreed to purchase
substantially all of the Debtors' assets for consideration
consisting of a charitable grant to The Foundation for East Orange
General Hospital, Inc., a non-debtor owned by EVHI, certain
payments and commitments for capital construction projects and
working capital, as well as other payments, commitments and the
assumption of certain liabilities.

The proposed sale was approved by the New Jersey Department of
Health, New Jersey Acting Attorney General John J. Hoffman pursuant
to the Community Health Care Assets Protection Act, and the
Superior Court of New Jersey.

The Debtors intend to file motions to establish bidding procedures
and for approval of the sale shortly after the Petition Date.

                        DIP Financing Talks

The Debtors said they are in the process of negotiating with
several potential lenders regarding the terms of secured
post-petition financing.  The Debtors intend to file a motion for
approval of secured post-petition financing as soon as they reach
an agreement with the lender that provides the most favorable
terms.  

In the meantime, the Debtors request authority to use cash
collateral and to provide adequate protection to any parties that
allege to have an interest in such cash collateral.  

"The use of cash collateral and financing will allow the Debtors to
continue to provide quality healthcare services, preserve
employment for their employees, and preserve the Debtors'
going-concern value while they run an expedited and orderly sale
process under section 363 of the Bankruptcy Code," Mr.Bieber
maintained.

                          First Day Motions

To minimize the potentially disruptive impact of the commencement
of these Chapter 11 cases, the Debtors have filed several first day
motions intended to allow them to effectively transition into
Chapter 11 and minimize disruption to their business operations,
thereby preserving and maximizing the value of their estates while
they pursue a sale.  Among other things, the Debtors seek Court's
authority to use existing cash management system, pay obligations
to employees, prohibit utility providers from discontinuing
services, pay critical vendor claims, and pay taxes and insurance
premiums.

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

         http://bankrupt.com/misc/13_EAST_Declaration.pdf

                     About East Orange General

East Orange General Hospital, Inc. and Essex Valley Healthcare,
Inc. (the Hospital) filed Chapter 11 bankruptcy petitions (Bankr.
D. N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10,
2015.  Martin A. Bieber signed the petition as interim president
and chief executive officer.  The Debtors estimated both assets and
liabilities in the range of $100 million to $500 million.

The Debtors have engaged Lowenstein Sandler LLP as counsel,
PricewaterhouseCoopers LLP as financial advisor, McCarter &
English, LLP as special transactional counsel, and Prime Clerk LLC
as claims, noticing and balloting agent.

Judge Vincent F. Papalia has been assigned the case.

Located in East Orange, New Jersey, the 211-bed Hospital claims to
be the the only independent, fully accredited, acute-care hospital
in Essex County and is a recognized leader in behavioral health
services, renal dialysis, wound care, diagnostic services,
emergency services, and family health care.

The Debtors employ approximately 860 individuals.


ENERGY FUTURE: Top Exec Defends Hunt-Backed Ch. 11 Turnaround Deal
------------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that one of Energy
Future Holdings Corp.'s top executives testified on Nov. 4, 2015,
that the reorganization deal proposed in the plan to rework $42
billion in debt was the best option available and highly likely to
be consummated, fending off criticism there is too much risk
backers could walk away.

EFH Chief Financial Officer Paul Keglevic took the witness stand in
Delaware bankruptcy court during the second day of the power
giant's monthlong bid to confirm a Chapter 11 plan.

                       About Energy Future

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

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

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

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

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

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

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

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

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

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



ENVISION SOLAR: Closes Credit Line with Silicon Valley Bank
-----------------------------------------------------------
Envision Solar International, Inc., the renewable energy, media and
branding and EV charging product company, on Nov. 6 disclosed that
it has successfully closed a revolving Line of Credit with Silicon
Valley Bank.  The funds will be used to execute on the Company's
existing and future orders for EV ARC(TM) and Solar Tree(R)
products.

"Closing this line of credit is important to us, because it gives
us access to inexpensive, non-dilutive capital to cover our
operating capital requirements for customers like Caltrans, who pay
us after they receive products," said Desmond Wheatley, CEO of
Envision Solar.  "It is also an important step in our continued
efforts to strengthen our financial condition and reduce our costs
of capital.  Silicon Valley Bank is a great partner and we look
forward to growing with them."

"Silicon Valley Bank is pleased to partner with Envision Solar,"
said Eric Otterson, Managing Director of Silicon Valley Bank in San
Diego.  "Envision's solar-powered transportation and energy storage
products are new and important technologies.  We look forward to
helping them move their business forward quickly with the right
financing, connections and global services."

Envision Solar invents, engineers and manufactures its products in
its San Diego facility, which is staffed by combat veterans,
disabled workers, minorities and other highly motivated experts.
About Envision Solar International, Inc.

Envision Solar designs, manufactures and deploys unique and
renewably energized electric vehicle (EV) charging and media and
branding systems.  The company's products include the patented EV
ARC(TM) and Solar Tree(R) product lines.  All of Envision Solar's
products can be enhanced with EnvisionTrak(TM) patented solar
tracking, ARC Technology(TM) energy storage, SunCharge(TM) Electric
Vehicle Charging Stations and digital advertising packages.

Based in San Diego, the company integrates the highest quality
components into its Made in America products.  Envision Solar is
listed on the OTC Bulletin Board under the symbol [EVSI].

                    About Silicon Valley Bank

For more than 30 years, Silicon Valley Bank (SVB) --
http://www.svb.com-- has helped innovative companies and their
investors move bold ideas forward, fast.  SVB provides targeted
financial services and expertise through its offices in innovation
centers around the world.  With commercial, international and
private banking services, SVB helps address the unique needs of
innovators.  Forbes named SVB one of America's best banks (2015)
and one of America's best-managed companies (2014).

                     About Envision Solar

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company focuses
on creating high quality products which transform both surface and
top deck parking lots of commercial, institutional, governmental
and other customers into shaded renewable generation plants.

                       Going Concern Doubt

Envision Solar International, Inc., filed with the U.S. Securities
and Exchange Commission an amendment to its quarterly report on
Form 10-Q, disclosing a net loss of $556,000 on $238,000 of
revenues for the three months ended Sept. 30, 2014, compared with a
net loss of $324,000 on $80,000 of revenues for the same period
last year.

The Company's balance sheet at June 30, 2014, showed $1.36 million
in total assets, $2.39 million in total liabilities and total
stockholders' deficit of $1.03 million.

For the nine months ended Sept. 30, 2014, the Company had net
losses of $2.47 million.  Additionally, at Sept. 30, 2014, the
Company had a working capital deficit of $1.13 million and an
accumulated deficit of $30.09 million.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company has incurred significant losses from
operations, and such losses are expected to continue, according to
the regulatory filing.



FL 6801: Ends Employment of Prime Clerk as Claims Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized FL 6801 Spirits LLC, et al., to terminate the employment
of Prime Clerk LLC as notice and claims agent.  Prime Clerk will
have no further obligations to the Court, the Debtors, or any
party-in-interest with respect to the case.

                     About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury
full-service, ocean front condominium hotel located at the site of
the old Carillon Hotel in Miami Beach, Florida.  The current
operator of the hotel, Canyon Ranch Living, is not a debtor, and
operations at the property are expected to continue without
interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history.  Lehman's Chapter 11 plan became effective on  March 6,
2012.


FL 6801: Judge Enters Final Decree Closing Ch. 11 Cases
-------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court entered a
final decree closing the Chapter 11 cases of FL 6801 Spirits LLC
and its debtor affiliates.

Lehman Brothers Holdings Inc., as Plan Administrator on behalf of
the Post-Effective Date Debtors, requested for the closing of the
cases.

The Debtors had notified the Court that the their Liquidating Plan
was deemed to be effective as of June 8, 2015.

As reported in the Troubled Company Reporter on May 29, 2015, the
Debtors had won approval of a liquidating plan that proposes to pay
all creditors in full and make distributions to equity holders.

Judge Chapman at the May 20 hearing approved the adequacy of the
explanatory disclosure statement.  No objections or responses to
the Plan and Disclosure Statement were filed.  No votes were
solicited as no classes of claims are impaired under the
Plan.

The Debtors filed a notice reflecting the proposed amounts of the
administrative claims fund, the disputed claims reserve, and the
Expense reserve as contemplated under the Plan.

       Reserve                               Proposed Amount
       -------                               ---------------
Administrative Claims Fund for Allowed
Administrative Claims, including any
accrued and estimated Professional Fee
Claims and Expenses and additional U.S.
Trustee Fees                                     $825,000

Expense Reserve, including fees and
expenses to be incurred by the Plan
Administrator to effectuate the liquidation
and wind down of the Debtors, and
resolve and/or object to Disputed Claims         $500,000

Disputed Claims Reserve Account for
Disputed Claims, including the KM
Escrow Fund of approximately $312,400,
disputed tax claims and unsecured claims.        $590,000

According to the notice of the confirmation order, except for
professional fee claims and United States Trustee quarterly fees,
all persons and entities including, but not limited to,
individuals, partnerships, corporations, estates, trusts and
governmental units holding administrative claims or expenses
against the Debtors that arose after the closing date (the
"Post-Sale Closing Claims"), i.e., unpaid expenses and/or claims
that arose on or after Jan. 14, 2015, must file a request for
allowance and payment of such claim on or before June 25, 2015.

A declaration was filed by Anthony Barsanti, Vice President of
Lehman ALI Inc., the sole member of PAMI ALI LLC ("PAMI ALI"),
which is, in turn, the sole member and manager of FL 6801 Spirits,
in support of confirmation of the Plan, a copy of which is
available for free at:

        http://bankrupt.com/misc/FL_6801_Declaration_Plan.pdf

A copy of the order confirming the Plan is available for free at:

        http://bankrupt.com/misc/FL_6801_Plan_Order.pdf

                       The Liquidating Plan

The Debtors in January 2015 sold most of their assets, including
the Canyon Ranch Hotel & Spa in Miami Beach, to a Z Capital
Partners unit for $21.6 million, following a court-sanctioned
auction.  Z Capital Florida Resort, LLC, the entity created to
acquire the assets, beat rival bidders North Beach Development, LLC
and 360 Vox LLC, which opened the auction with a $12 million
offer.

The primary objective of the Plan is to provide a mechanism to
implement the liquidation of the Debtors' remaining assets,
reconciling and fixing the claims asserted against the Debtors,
and distributing the net liquidation proceeds, including the sale
proceeds, in conformity with the distribution scheme provided by
the Bankruptcy Code and prior orders of the Court.

As of the Petition Date, the Debtors' liabilities consisted
primarily of $1.67 million in obligations under a secured loan
extended by PAMI ALI LLC.  The prepetition secured obligations
were satisfied from the sale proceeds.

The Plan provides that holders of administrative claims estimated
to total $950,000, priority claims totaling $243,000, and general
unsecured claims estimated at $1,650,000 will be paid in full.
Holders of equity interests will receive any of the proceeds
remaining after payment of all claims.  No class is impaired.
Therefore, all classes are presumed to have accepted the Plan.

A copy of the Disclosure Statement dated April 13, 2015 is
available for free at:

       http://bankrupt.com/misc/FL_6801_Spirits_DS.pdf

                     About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury
full-service, ocean front condominium hotel located at the site of
the old Carillon Hotel in Miami Beach, Florida.  The current
operator of the hotel, Canyon Ranch Living, is not a debtor, and
operations at the property are expected to continue without
interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history.  Lehman's Chapter 11 plan became effective on March 6,
2012.


FREDERICK'S OF HOLLYWOOD: Court Approves Liquidation Plan
---------------------------------------------------------
Jonathan Randles at Nov. 4 Bankruptcy Law360 reported that a
Delaware bankruptcy judge on Nov. 3, 2015, approved Frederick's of
Hollywood Inc.'s liquidation plan, a strategy that will repay
unsecured creditors with claims against the lingerie retailer
totaling approximately $22.5 million, less than 3 cents on the
dollar.

Approval of the plan by U.S. Bankruptcy Judge Kevin Gross comes
after the company's estate, now refereed to as Old FOH Inc., said
that its Chapter 11 wind-up strategy offers the best possible
recovery for creditors, under the circumstances.  Frederick's filed
for bankruptcy in April.

                         About Frederick's

Frederick's of Hollywood Group Inc., sells women's apparel and
related products under its proprietary Frederick's of Hollywood
brand.  Frederick's had more than 200 brick-and-mortar stores at
its peak. At present it sells its products at its online shop at
http://www.fredericks.com/    

On April 19, 2015, Frederick's of Hollywood and five affiliates
each filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  The cases are pending approval to
be jointly administered under Case No. 15-10836 before the
Honorable Kevin Gross (Bankr. D. Del.).

The Company disclosed $36.5 million in assets and $106 million in
debt as of the bankruptcy filing.  The material debt obligations
principally consist of $33 million in loans under a secured credit
agreement, $16.2 million in unsecured promissory notes, and $56.7
million in trade debt and liabilities to landlords.

The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as
bankruptcy counsel; Richards, Layton & Finger, P.A., as local
counsel; Consensus Advisory Services LLC as investment banker and
financial advisor; and Kurtzman Carson Consultants LLC, as claims
and noticing agent.


GELTECH SOLUTIONS: Incurs $889,000 Net Loss in First Quarter
------------------------------------------------------------
GelTech Solutions, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $890,000 on $536,000 of sales for the three months ended
Sept. 30, 2015, compared to a net loss of $950,000 on $111,000 of
sales for the same period in 2014.

As of Sept. 30, 2015, the Company had $2.09 million in total
assets, $5.79 million in total liabilities, and a $3.69 million
total stockholders' deficit.

As of Nov. 4, 2015, the Company had approximately $363,000 in
available cash.

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

                       http://is.gd/W93gY1

                          About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

GelTech Solutions reported a net loss of $5.51 million on $800,000
of sales for the year ended June 30, 2015, compared to a net loss
of $7.11 million on $815,000 of sales for the year ended June 30,
2014.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company has a net
loss and net cash used in operating activities in 2015 of $5.51
million and $3.66 million, respectively and has an accumulated
deficit and stockholders' deficit of $40,647,303 and $3,550,528,
respectively, at June 30, 2015.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.


HAGGEN HOLDINGS: Spencer's Fresh Markets Eyes Arroyo Grande Store
-----------------------------------------------------------------
Katherine Worsham at KSBY.com reports that Spencer's Fresh Markets
has placed a bid on Haggen's store in Arroyo Grande, California.

KSBY.com relates that several of the Company's stores in San Luis
Obispo and Santa Barbara counties went up for auction as part of
the Company's bankruptcy filing.  The Associated Press states that
the Company is auctioning off 95 stores, many of which were bought
from Albertsons and Safeway in December 2014.  According to court
documents, the auction started on Nov. 9 and was scheduled to go
through Nov. 11.  

Court documents say that Albertsons has placed bids on stores in
Lompoc and Goleta.  The AP says that Albertsons, which is bidding
on stores in Washington, Oregon and Arizona, is the baseline bidder
for 36 stores.

KSBY.com says that Sprouts has placed a bid on a second location in
Goleta, and Roxy's Market is bidding for the store on Cliff Drive
in Santa Barbara.

No bidders are listed for the locations in Los Osos or in San Luis
Obispo on Foothill Boulevard, KSBY.com states.

                      About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.

The petitions were signed by Blake Barnett, the chief financial
officer.

The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.


HARSCO CORP: S&P Puts 'BB' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed all of
its ratings on Harsco Corp., including its 'BB' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placement follows Harsco's announcement that it
plans to separate its Metals & Minerals (M&M) segment from the rest
of the company," said Standard & Poor's credit analyst Jaissy
Lorenzo.  "The company is evaluating various options to complete
the separation including the potential sale of the business or a
tax-free spin-off transaction." Harsco expects to commence a formal
strategic review process in the next several weeks, though the
company has not set a specific timetable for the strategic review.

If Harsco's outstanding rated debt is repaid as part of the
separation, S&P will likely withdraw all of its issue-level ratings
on the company.  If the separation is not completed, S&P would
likely affirm its ratings on Harsco and remove them from
CreditWatch.  S&P expects to resolve the CreditWatch placement
after it evaluates the business and financial impact of the
separation, the financing details of the transaction, and the
financial policies and capital structure of the remaining entity.



HELLAS TELECOMMS: Noteholders OK'd to Pursue New $565M Complaint
----------------------------------------------------------------
Jeff Zalesin at Bankruptcy Law360 reported that the trustee for
Hellas Telecommunications noteholders has won a New York federal
judge's permission to pursue an expanded list of private
equity-tied entities for a $565 million judgment, which stems from
allegations that TPG Capital and Apax Partners schemed to enrich
themselves while driving Hellas into insolvency.

U.S. District Judge J. Paul Oetken on Nov. 2, 2015, allowed trustee
Wilmington Trust Co. to file a complaint targeting entities
including three Apax Partners LLP affiliates that weren't named in
WTC's previous federal complaint.  

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian telecommunications
giant Weather Group.  The Company later suffered liquidity
problems and commenced administration proceedings in the U.K. in
November 2009.  The administrators sold 100% of the shares of Wind
Hellas to the existing owners, the Weather Group.  An order
placing the Company into liquidation was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012.  Mr. Jackson was
later succeeded by Simon James Bonney, and then recently by Bruce
Mackay.

Bankruptcy Judge Martin Glenn presides over the Chapter 15 case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The Foreign Representatives commenced the lawsuit against various
entities, captioned as, Hosking v. TPG Capital Management, L.P.,
et al., No. 14-01848 (MG) (Bankr. S.D.N.Y. March 13, 2014).  TPG
is represented by Paul M. O'Connor, III, Esq., and Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, & Friedman, LLP of New
York, NY.  APAX is represented by Robert S. Fischler, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP of New York, NY.
TCW is presented by Wayne S. Flick, Esq., and Amy C. Quartarolo,
Esq., at Latham & Watkins LLP of Los Angeles, CA.  Nikesh Aurora
is represented by William F. Gray, Jr., Esq., and Alison D. Bauer,
Esq., at Torys LLP of New York, NY and Michael A. Sherman, Esq.,
at Stubbs Alderton & Markiles, LLP of Sherman Oaks, CA.

U.S. counsel to the Foreign Representatives as against all
Defendants except Deutsch Bank AG and Nikesh Arora are Howard
Seife, Esq., Thomas J. McCormack, Esq., Andrew Rosenblatt, Esq.,
and Marc D. Ashley, Esq., at CHADBOURNE & PARKE LLP.

U.S. counsel to the Foreign Representatives as against Deutsch
Bank AG and Nikesh Arora are Alexander H. Schmidt, Esq., Alan
McDowell, Esq., and Jeremy Cohen, Esq., at WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP.


HERCULES OFFSHORE: S&P Raises CCR to 'CCC+', Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Hercules Offshore Inc. to 'CCC+' from 'D'.
The outlook is negative.

At the same time, S&P is assigning a 'CCC+' issue-level rating to
the company's $450 million first-lien term loan.  The recovery
rating on this debt is '3', indicating S&P's expectation of
meaningful (50% to 70%, higher end of the range) recovery for
creditors in the event of a payment default.  S&P is also
withdrawing the 'D' ratings on Hercules' unsecured notes, which
have been converted to common equity through the company's
restructuring.

"The upgrade reflects Hercules Offshore's new capital structure
post reorganization," said Standard & Poor's credit analyst Stephen
Scovotti.  "The negative outlook reflects our expectation that the
company will generate negative FFO through 2016 and that liquidity
will continue to deteriorate," he added.

The company's reorganization converted approximately $1.2 billion
of unsecured debt to equity.  In addition, the company recently
issued a $450 million first-lien term loan, and plans to use
proceeds to fund liquidity for ongoing operations and for the final
$200 million payment for the Hercules Highlander.

S&P's ratings on Hercules reflect S&P's assessment of the company's
"vulnerable" business risk profile and "highly leveraged" financial
risk profile, as defined in S&P's criteria. Rating factors include
the company's participation in the highly volatile and competitive
shallow-water drilling and marine services segments of the oil and
gas industry, the elevated age of the company's jack-up rig fleet,
S&P's expectation of negative cash flow generation over the next 12
months, and Hercules' "less than adequate" liquidity position.

S&P could lower the ratings on Hercules Offshore Inc. if it
believed the company would have difficulty making its interest
payments or could restructure its balance sheet.  S&P believes this
could occur if offshore contract conditions remain weak for an
extended period of time.

S&P could revise the outlook to 'stable' if the company were able
to maintain its view of 'adequate' liquidity.  S&P believes this
could occur if offshore contract conditions dramatically improve.



HERITAGE PARTNERS: Court Refused to Revive $80M Malpractice Suit
----------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that a New York appellate
court on Nov. 5, 2015, refused to revive an $80 million malpractice
suit accusing Stroock & Stroock & Lavan LLP of failing to recommend
bankruptcy to a condo developer with a problematic loan, saying
that the developer didn't show it would have retained the building
but for the firm's advice.

The trial court applied the correct standard when dismissing
Heritage Partners LLC's suit alleging that it wouldn't have lost
controlling interest in a troubled multifamily project if Stroock
had advised it to refinance.


HII TECHNOLOGIES: Pendergraft, Kennedy Firm File 2019 Statement
---------------------------------------------------------------
Pendergraft & Simon LLP and The Kennedy Firm disclosed in a court
filing that they represent the ad hoc committee of creditors of
Apache Energy Services Inc., an affiliate of HII Technologies Inc.

The group is composed of Brent Mulliniks, Apache's former
president; Billy Cox, former vice-president; Black Gold Energy LLC;
One Flow Energy Services LLC; and Fields Water Services LLC.

The creditors hold unsecured claims against Apache in the following
amounts: Mr. Mulliniks, $46,412; Mr. Cox, $44,923; Black Gold
Energy LLC, $95,084; One Flow Energy Services LLC, $201,077; and
Fields Water Services LLC, $286,426.

Messrs. Mulliniks and Cox also hold claims tied to two promissory
notes dated Sept. 27, 2012.  

Each note is in the principal amount of $650,000, of which $150,000
of the note held by Mr. Cox has been assigned to Buchanan Ventures.
The notes are secured by certain assets of the company, the firms
further disclosed.

Neither Pendergraft & Simon nor The Kennedy Firm holds any claim
against or interests in Apache or its bankruptcy estate, according
to the court filing.  The firms made the disclosure pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure.

Pendergraft & Simon can be reached at:

     Leonard H. Simon, Esq.
     Pendergraft & Simon LLP
     The Riviana Building
     2777 Allen Parkway, Suite 800
     Houston, Texas 77019
     Direct Line: (713) 737-8207
     Direct Fax: (832) 202-2810
     Email: lsimon@pendergraftsimon.com

The Kennedy Firm can be reached at:

     Kirk A. Kennedy
     The Kennedy Firm     
     4221 Avondale Ave.
     Dallas, Texas 75219
     Tel: (832) 646.9228
     Fax: (713) 583.7069
     kkennedy@bticlaims.com

                      About HII Technologies

HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling
of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power
Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. proposed lead case No. 15-60070) on Sept. 18, 2015.  Judge
David R Jones is assigned to the cases.

HII Technologies (HIITQ) is a publicly-traded oilfield services
company which entered the hydraulic fracturing water management
business via acquisition of Apache Energy Services dba AES Water
Solutions in September 2012.

HII Technologies currently has only one employee, its CEO, Matt
Flemming.

HII Technologies reported assets of $17.6 million and liabilities
of $26.5 million as of July 31, 2015.

The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.

On Sept. 29, HII Technologies appointed Power Reserve Corp., Bold
Production Services LLC, and Black Gold Energy LLC to serve on its
official committee of unsecured creditors.  On Oct. 7, Black Gold
was replaced by Worldwide Power Products LLC.


INNOVIDA HOLDINGS: 11th Circ. Upheld Former Exec's Conviction
-------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that the Eleventh
Circuit on Nov. 3, 2015, upheld the conviction of a former
executive of bankrupt manufacturing company InnoVida Holdings LLC
for helping fleece investors of $40 million, finding enough
evidence that he had altered documents and financial records.

A three-judge panel affirmed the 2013 conviction of former InnoVida
CFO Craig Stanley Toll, ruling that the lower court had properly
allowed testimony from the government's key witness, former
InnoVida controller Lewis Carness, on accounting practices even
though Carness was not an expert.

                   About InnoVida and Osorio

Receiver Mark S. Meland, at Meland Russin & Budwick, PA, filed a
Chapter 11 petition for InnoVida Holdings, LLC, fdba COEG, LLC
(Bankr. S.D. Fla. Case No. 11-17702) on March 24, 2011.  Separate
Chapter 11 petitions were filed for these affiliates: InnoVida
MRD, LLC (Case No. 11-17704), InnoVida Services, Inc. (Case No.
11-17705), and InnoVida Southeast, LLC (Case No. 11-17706).  Peter
D. Russin, Esq., at Meland Russin & Budwick, P.A., serves as
bankruptcy counsel.  InnoVida Holdings has under $50,000 in assets
and $10 million to $50 million in debts, according to the
petition.

Founder Claudio Eleazar and Amarilis Osorio filed a separate
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-17075) on
March 17, 2011.  Mr. Osorios is being accused of fraud and
mismanagement.

Bankruptcy Judge Robert A. Mark in Miami authorized the
appointment of Mark S. Meland as trustee for InnoVida.
Mr. Meland, who had been serving as a receiver for the business in
the wake of the allegations against Mr. Osorio, was the one who
ushered InnoVida into bankruptcy.  Soneet Kapila, Fort Lauderdale
accountant and court-appointed fiduciary, was named new Chapter 7
trustee for the case of Claudio Osorio, replacing Chapter 11
trustee Mark Meland.  The appointment came after Mr. Osorio's
Chapter 11 cases was converted to Chapter 7 liquidations.


INSITE CORPORATION: Walsh's Motion For Summary Judgment Granted
---------------------------------------------------------------
In an Opinion and Order dated October 29, 2015, available at
http://is.gd/K3HyBmfrom Leagle.com, Judge Mildred Caban Flores of
the United States Bankruptcy Court for the District of Puerto Rico
granted Walsh Construction Company Puerto Rico's motion for summary
judgment, finding that Walsh did not violate the automatic stay by
withholding payments of contract funds to Debtor Insite Corporation
since these are not property of the estate and thus, not covered by
the protections of the automatic stay.

However, the granting of summary judgment in favor of Walsh does
not dispose of the adversary case.  The complaint alleges that
Walsh seized tools and materials belonging to Debtor.  Both parties
have failed to address the matter nor put the Court in a position
to decide on the pending issue.  The parties are ordered within 30
days to file an amended pre-trial report limited to this singular
remaining issue.

Insomuch as Walsh has explicitly withheld its consent that the
Bankruptcy Court enter judgment on this matter and in the event
that an appellate court concludes that the bankruptcy judge could
not have entered a final order or judgment consistent with Article
III of the United States Constitution, this decision may bee deemed
to be this Court's Proposed Findings of Fact and Conclusions of
Law, subject to the procedures set forth in Fed. R. Bankr. P.
9033.

The adversary proceeding is INSITE CORPORATION, Plaintiff, v. WALSH
CONSTRUCTION COMPANY PUERTO RICO, Defendant, ADVERSARY CASE NO.
12-00281 (Bankr. D.P.R.).

The bankruptcy case is IN RE: INSITE CORPORATION, Chapter 11,
Debtor, CASE NO. 11-11209 (MCF)(Bankr. D.P.R.).

INSITE CORPORATION, Plaintiff, is represented by:

          David A. Carrion Baralt
          Post Office Box 364463
          San Juan, PR 00936
          Phones: (787) 758-5050

WALSH COSNTRUCTION COMPANY, PUERTO RICO, Defendant, is represented
by:

          Paul T. Devlieger
          DeVLIEGER HILSER, PC
          1518 Walnut Street, 16th Floor
          Philadelphia, PA 19102
          Phone: 215 735-9181
          Email: pdevlieger@dvhlaw.com


INTEGRATED BIOPHARMA: Posts $241,000 Net Income for First Quarter
-----------------------------------------------------------------
Integrated Biopharma, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $241,000 on $9.44 million of net sales for the three months
ended Sept. 30, 2015, compared to net income of $403,000 on $8.58
million of net sales for the same period during the prior year.

As of Sept. 30, 2015, the Company had $12.1 million in total
assets, $21.1 million in total liabilities and a $9.06 million
total stockholders' deficiency.  A full-text copy of the Form 10-Q
is available for free at http://is.gd/0dNM6F

                      About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

Integrated Biopharma reported net income of $735,000 on $37.5
million of net sales for the year ended June 30, 2015, compared to
net income of $131,000 on $33.7 million of net sales for the year
ended June 30, 2014.


JAMUL INDIAN: Moody's Assigns B3 CFR & Rates $460MM Debt B3
-----------------------------------------------------------
Moody's Investor's Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Jamul Indian Village
Development Corporation.  Moody's also assigned a B3 to Jamul's
$460 million credit facility comprised of a $15 million 5-year
senior secured priority revolver, 6-year $335 million senior
secured funded term loan B, and 6-year $110 million senior secured
delayed draw term loan B.  The rating outlook is stable.

Proceeds of the credit facilities will be used to finance the
remainder of Hollywood Casino Jamul casino development and repay
both development loans fronted by Penn National Gaming, Inc. (Ba3
stable) and a subordinated note due to Lakes Entertainment, Inc.,
the previous manager of the project.  Hollywood Casino Jamul will
be a Class III gaming facility located in San Diego County,
California, about 20 miles east of San Diego.  The project will be
developed and managed by San Diego Gaming Ventures, LLC, a
subsidiary of Penn National Gaming, Inc.  The project is expected
to open in July 2016.

New Ratings Assigned:

  Corporate Family Rating at B3
  Probability of Default Rating at B3-PD
  $15 million 5-year priority revolver at B3 (LGD 3)
  $335 million 6-year term loan B at B3 (LGD 4)
  $110 million 6-year delayed draw term loan at B3 (LGD 4)

RATINGS RATIONALE

Moody's typically assigns a B3 Corporate Family Rating to ground
up, debt financed casino development projects.  The B3 Corporate
Family Rating reflects the ramp-up risk, single asset profile, and
high pro-forma leverage of Jamul.  Moody's expects that Jamul's
debt/EBITDA will be between 5.5 times and 6.0 times in its first
full year of operations.  The ratings also take into account
competition from several large casinos already operating in Jamul's
primary market area.  Currently, there are eight competitors in San
Diego County, three of which already target Jamul's core market.
Additionally, the ratings reflect the risks common to Native
American gaming issuers, including the uncertainty as to
enforceability of lender's claims in bankruptcy or liquidation.

Positive rating considerations include Jamul's close proximity to
San Diego, California.  Jamul will be the closest casino to San
Diego, a large, heavy populated metropolitan area.  The project
will also benefit from the expertise of Penn, the manager and
developer of the project, who currently operates 27 facilities
throughout the US.  Penn has invested approximately $179 million
into the project, or about 50% of the total development costs.
These funds were used to put up the basic structure and foundation,
which helps to mitigate the overall construction risk. Jamul's
ratings are also supported by the relatively low gaming compact
fees, at about $1.8 million per year, that will benefit the casinos
operating margins and enable the company to generate cash flow of
between $25 million and $30 million per year after interest, capex,
mandatory debt amortization, and priority tribal distributions.

The stable outlook is based on Moody's expectation that Jamul will
have sufficient funds to complete the remaining construction,
including an additional reserve that extends three months beyond
the construction period and the appropriate level of contingencies
reserves typically provided for this type of development project.

Ratings improvement is not expected during the construction period.
However, once construction is complete, Jamul's ratings can
improve after it opens if Moody's believes the company can achieve
and maintain debt/EBITDA in the range of 4.0 times to 4.5 times.
Ratings could be lowered if the project experiences significant
cost over-runs or construction delays that would result in
disruption to the casino's development or operations. Beyond the
construction period, ratings could be downgraded if the ramp-up
performance of Jamul's casino is materially below Moody's stated
expectations.

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

Jamul Indian Village Development Corporation is an entity of the
Jamul Indian Village which is developing a Class III gaming
facility in San Diego County, California about 20 miles east of San
Diego.  Jamul has entered into an agreement with Penn National
Gaming, Inc. to develop the casino under the Hollywood brand and
manage it for seven years post-opening.



KAMRON EVERGREEN: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Kamron Evergreen LLC
        450 S. Melrose Drive #
        Vista, CA 92081

Case No.: 15-07229

Chapter 11 Petition Date: November 10, 2015

Court: United States Bankruptcy Court

       Southern District of California (San Diego)

Judge: Hon. Margaret M. Mann

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  LAW OFFICES ANDREW H. GRIFFIN, III
                  275 East Douglas Avenue, Suite 112
                  El Cajon, CA 92020
                  Tel: 619-440-5000
                  Fax: 619-440-5991
                  Email: Griffinlaw@mac.com

Total Assets: $1.85 million

Total Liabilities: $1.94 million

The petition was signed by Nasser Palizban, sole member.

The Debtor listed Jalali Family Trust as its largest unsecured
creditor holding a claim of $601,000.

A full-text copy of the petition is available for free at:

             http://bankrupt.com/misc/casb15-07229.pdf


KRAZ LLC: Summary Judgment Bid vs. BB&T Partially Granted
---------------------------------------------------------
More than three years ago, a state court denied Branch Banking &
Trust's attempt to foreclose its mortgage on Kraz LLC's property
because the state court determined BB&T had improvidently declared
a default.  As part of its claim in the bankruptcy case, BB&T seeks
to recover interest that accrued on its loan while its foreclosure
action was pending, as well as attorney's fees and costs incurred
after the adverse judgment but before the petition date.  BB&T also
claims interest that has accrued (at the contractual default rate)
since it declared a second default six months ago when the Debtor
failed to pay the note in full on the maturity date.  The parties
have filed cross-motions for summary judgment seeking a
determination of the amount of BB&T's claim as a matter of law.

The United States Bankruptcy Court for the Middle District of
Florida, Tampa Division, concludes that BB&T is not entitled to
accrued interest or attorney's fees and costs as a matter of law.
The state court judgment plainly provides that the loan would be
reinstated nunc pro tunc to the day before the default was declared
and that no "accrued principal and interest payments" would be due.
And because BB&T orchestrated a default for its own benefit, it
would be improper to award BB&T fees incurred in enforcing its
promissory note in state court (even post-judgment).

There is no dispute that the Debtor owed $4,754,860.26 as of June
30, 2009 or that the Debtor made $461,407.35 in payments from
February 28, 2014 through April 28, 2015. Because the Court has
concluded that BB&T is not entitled to accrued interest as a matter
of law, $164,287.26 of those payments should be applied to reduce
the outstanding principal to $4,590,573.00. There is a question of
fact, however, as to whether BB&T is entitled to post-maturity
default interest because it is unclear whether BB&T prevented the
Debtor from timely tendering the required balloon payment

In the Memorandum Opinion dated October 27, 2015 available at
http://is.gd/hijHvifrom Leagle.com, Judge Michael G. Williamson of
the United States Bankruptcy Court for the Middle District of
Florida, Tampa Division granted Debtor's motion for summary
judgment as to accrued interest and attorney's fees and costs as a
matter of law but denied the summary judgment motion as to the
post-maturity interest without prejudice.

The case is In re: Kraz, LLC, Chapter 11, Debtors, CASE NO.
8:15-BK-07039-MGW (Bankr. M.D. Fla.).

Kraz, LLC, Debtor, is represented by:

         Stephen R. Leslie, Esq.
         Mark F. Robens, Esq.
         STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
         110 East Madison Street, Suite 200
         Tampa, Florida 33602-4700
         Phone: (813) 229-0144
         Fax: (813) 229-1811
         Email: srl@srbp.com
                mfr@srbp.com


LIBERATOR INC: Completes Name Change to Luvu Brands, Inc.
---------------------------------------------------------
Liberator Inc., has changed its name to Luvu Brands, Inc.,
effective Nov. 5, 2015.  The name change is part of the Company's
re-branding initiative to expand into new markets and diversify its
product offerings.

"We are very excited to officially launch our new corporate
identity with a name that conveys the passion and spirit embodied
within all of our products," said Louis Friedman, CEO and Founder
of Luvu Brands.  "Our heritage of innovation, combined with our
diversified business model, allows us to develop a powerful market
position and deliver our products to a wider scope of consumers."

Although the name has changed, the company's mission to offer an
unmatched combination of inspired designs and unparalleled value
will remain at the forefront.  All of Company's products are
designed for both fashion and comfort and are tailored to offer the
ultimate experience in relaxation and lounging.

According to Friedman, "This is an important milestone for our
company.  Luvu Brands is a reflection of the company's philosophy
and strategy, and it is important for our name to be associated
with producing amazing products people will love.  I believe that
our success is anchored by the American consumer's insistence on
quality, service, and integrity. "

The Company will continue to conduct business at its corporate
headquarters in Atlanta, and the stock symbol will remain as LUVU.

                         About Luvu Brands

Luvu Brands, Inc., formerly Liberator Inc., manufactures and
markets an array of imaginative home furnishings and lifestyle
products which encompass fashionable indoor and outdoor furniture
and casual seating, sexual wellness accessories, and self-care
solutions.  In addition to their ever expanding product lines, Luvu
Brands offers high-end, private label contract services to schools
and institutions.

The Company is headquartered in Atlanta, Georgia in a 140,000
square foot vertically-integrated manufacturing facility that
employs over 150 people.  Bringing manufacturing back to the USA,
sustainable manufacturing practices, and decreasing the overall
impact on the environment are core to the Company's operating
principles.

Luvu Brands, Inc. promotes its products through a variety of
consumer channels that include mass-market retailers and websites,
wholesalers, and distributors in the United States and globally.
The Company's owned brands are Liberator, Jaxx Living, and Avana
Comfort. For more information about Luvu Brands, please visit
luvubrands.com.

Liberator reported a net loss of $474,000 on $15.6 million of net
sales for the year ended June 30, 2015, compared to a net loss of
$376,000 on $14.7 million of net sales for the year ended June 30,
2014.

As of June 30, 2015, the Company had $3.27 million in total assets,
$5.59 million in total liabilities, and a $2.32 million total
stockholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements stating that the Company has a net loss of $474,000, a
working capital deficiency of $1.76 million, and an accumulated
deficit of $8.90 million.  These factors raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


MAGNUM HUNTER: May Have to File for Ch 11 Bankruptcy Protection
---------------------------------------------------------------
Tom Knox at Columbus Business First reports that Magnum Hunter
Resources Corp. has admitted that a Chapter 11 bankruptcy filing
"may be unavoidable".

According to Business First, the Company's latest earnings report
outlines more issues that it says could lead to a bankruptcy
filing.  Business First says that the Company may not even be able
to send its gas through its own pipeline, as the majority owner
demands payment assurance from the Company.

Business First relates that the Company has already paused its oil
and gas drilling operations and suspended monthly cash dividends.

The Company is under threat of being delisted from the New York
Stock Exchange, according to Business First.

The Company said in its third-quarter earnings filing, "We continue
to incur significant losses from continuing operations."  The
Company's oil and gas revenue, according to the report, dropped 55%
to $27.9 million this year, from $62.5 million last year.  Business
First says that the Company decreased its administrative expenses
by 40%, or $6.8 million, as it lessened legal spending and closed
offices in Denver and Calgary.

The Company has also hired a former Morgan Stanley "rainmaker" as a
restructuring adviser, Business First states.

Business First reports that MSI, the infrastructure arm of Morgan
Stanley and majority owner of the Eureka Hunter pipeline that the
Company owned in part, has sent the Company a demand notice for
$20.8 million for past-due gas gathering fees and wants payment
assurance from the Company, threatening to suspend its
gas-gathering agreement.  MSI, Business First relates, will
terminate the agreement if it doesn't get assurance by Nov. 20,
2015.

According to the report, the Company is trying to sell the pipeline
system for hundreds of millions of dollars to help with its
liquidity, a deal that the Company has said it is close to
finishing.

Dallas Salazar, the investor who said in October he would pursue a
takeover of the Company, said that he's still waiting for the
Company to present a restructuring plan -- one that doesn't have
include a bankruptcy filing, Business First states.

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.


NATHAN REUTER: Bid Withdraw Reference of Victims' Suit Granted
--------------------------------------------------------------
Tana S. Cutcliffs, et al., originally filed suit in 2006, alleging
that Nathan Reuter and his business partners, together comprising
Vertical Group, LLC, operated a Ponzi scheme that defrauded the
Plaintiffs out of hundreds of thousands of dollars.

The Plaintiffs asked the United States District Court for the
Western District of Missouri, Central Division, to refer their
claims against Vertical Group to the bankruptcy court for the
purpose of determining the amount of damages awarded the Plaintiffs
on the Vertical Group judgment and granting post-judgment
execution.  The Court agreed that the bankruptcy court could
exercise related to jurisdiction and referred the matter to the
Bankruptcy Court.  In October 2013, the Bankruptcy Court submitted
proposed findings of fact and conclusions of law, which recommended
an award of actual damages, punitive damages, and attorneys' fees
to the Plaintiffs.  The Plaintiffs now ask that the Court withdraw
its earlier reference to the Bankruptcy Court.

In an Order dated October 28, 2015, available at
http://is.gd/9Hp4knfrom Leagle.com, Judge Nanette K. Laughrey of
the United States District Court for the Western District of
Missouri, Central Division, granted the Plaintiffs' Motion to
Withdraw Reference as the only remaining issue in the litigation is
the question of post-judgment execution on the Vertical Group
default judgment.

The case is TANA S. CUTCLIFF, et al., Plaintiffs, v. NATHAN P.
REUTER, et al., Defendants, CASE NO. 2:06-CV-04123-NKL (W.D. Mo.).

Plaintiffs are represented by David Gregory Brown, Brown Law Office
LLC.

Nathan P. Reuter, Defendant, Pro Se.


NATIONAL MEDICAL: 11th Circ. Urged to Keep Owner's $6M Verdict
--------------------------------------------------------------
Nathan Hale at Bankruptcy Law360 reported that the former owner of
a diagnostic imaging company told the Eleventh Circuit it should
restore a $6.12 million verdict he won against creditors a jury
found had filed a bad faith bankruptcy petition against him,
arguing on Nov. 4, 2015, the trial judge vacated the judgment based
on an untimely motion.

Counsel for Maury Rosenberg, who served as the managing member of
National Medical Imaging LLC, told the appeals court during oral
arguments in Miami that the district court judge who presided over
the trial erred.

                      About National Medical

National Medical Imaging Holding Company, L.L.C., was a diagnostic
imaging company.

DVI Receivables Trusts and other alleged creditors filed
involuntary chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05-
12714 and 05-12719) against Philadelphia, Pa.-based National
Medical Imaging, L.L.C., and National Medical Imaging Holding
Company, L.L.C., on March 3, 2005.  The Creditors amended the
involuntary petitions three times: on Nov. 10, 2008; April 10,
2009; and on Aug. 26, 2009, following a contested hearing.

In 2014, National Medical Imaging hit U.S. Bank NA with a $50
million lawsuit in Pennsylvania federal court alleging the bank
ruined its business by forcing it into involuntary bankruptcy
proceedings just as it was beginning to implement a turnaround
plan.  The company claims that the involuntary bankruptcy petitions
U.S. Bank and eight other defendants filed against NMI and its
holding company ultimately destroyed its business, even though the
cases were ultimately tossed.



NATIONAL MORTGAGE: Moody's Gives Ba2 Insurance Fin. Strength Rating
-------------------------------------------------------------------
Moody's has assigned a Ba2 insurance financial strength rating to
National Mortgage Insurance Corporation and B2 rating to the $150
million senior secured term loan of the parent, NMI Holdings, Inc.
The ratings carry a stable outlook.  The annual interest rate on
the loan is LIBOR + 750 basis points.

NMI Holdings, Inc. is a US mortgage insurance holding company that
launched in 2011 and went public in 4Q13.

RATINGS RATIONALE

NMIC's Ba2 financial strength rating reflects the view that the
company has yet to attain scale and will require growth and
additional capital to reach that point.  While Moody's believes
that additional funding and growth can be attained, it sees
significant uncertainties related to both, in part due to NMIC's
late entry into a crowded mortgage insurance market.

NMIC currently has about a 5.5% market share among seven US
mortgage insurers active in the conforming loan market.

"We estimate that NMIC will need to attain at least an 8% market
share to justify its cost structure and achieve escape velocity,"
said Kevin Lee, analyst for NMIH.  While Moody's believes that this
market share is attainable, NMIH/NMIC would have to raise
significant sums of additional capital in the next three years to
replace the $150 million term loan, fund further growth, and remain
comfortably compliant with Fannie Mae and Freddie Mac's private
mortgage insurance eligibility requirements (PMIERs). Moody's sees
access to capital as being far from certain and dependent on, among
other things, prevailing economic conditions and other
uncontrollable variables at the time of access.

Moreover, NMIC's late entry into a crowded mortgage insurance
market may also hinder its prospects and hence its future
capital-raising efforts.  Partly because of the company's late
entry, Moody's projects that NMIC will not turn a profit until late
2016/early 2017 and will not earn its cost of capital until 2018 or
later.  The late start will make it difficult for NMIC to attain
double-digit market share and the company remains a high-cost
producer that would have less flexibility to compete on price for a
protracted period of time compared to larger peers.

The B2 rating on NMIH's $150 million, 3-year senior secured term
loan reflects structural subordination of holding company creditors
to operating subsidiary policyholders.  Since the loan is only
secured by holding company assets and stock ownership of the
operating subsidiaries, Moody's has applied standard notching of
three notches from NMIC's financial strength rating to arrive at
NMIH's senior secured term loan rating.  Moody's believes that the
financial covenants afford NMIH enough headroom to carry out its
business plan.  Moody's expects that the term loan will bring NMIC
into compliance with the PMIERs at year-end 2015.  Ongoing PMIER
compliance is one of the financial covenants.

The rating agency notes that NMIH's capacity to repay the loan in
2018 will depend on the company's growth trajectory in the next two
years.  The growth trajectory (or lack of growth) in turn will
determine the amount of capital that can and needs to be raised,
and whether or not the company will achieve escape velocity, go
into runoff, or put itself up for sale.

Moody's also considered the imminent departure of NMIH's President
and co-founder, who recently announced that he would step down in
January 2016.  The departure is a distraction to the company at a
time when it is trying to gain market traction and adds to the
uncertainty around the company's long-term prospects.

These factors could lead to an upgrade of the group's ratings:
(1) improved likelihood of attaining scale relative to its cost
structure; (2) success in accessing capital to fund growth (in
addition to the $150M term loan); (3) comfortable compliance with
PMIERs.  Conversely, the following factors could lead to a
downgrade of the group's ratings: (1) failure to grow and attain
scale; (2) failure to access enough capital to fund required
growth; (3) non-compliance with PMIERs; (4) significant price
discounting to purchase market share; (5) debt-to-capital ratio
above 35%; (6) further management departures.

These ratings have been assigned with a stable outlook:

  National Mortgage Insurance Corporation ("NMIC") -- Ba2
   insurance financial strength;
  NMI Holdings, Inc. -- B2 rating for $150 million senior secured
   term loan.

NMI Holdings, Inc. (NASDAQ: NMIH), through its principal subsidiary
National Mortgage Insurance Corporation, writes mortgage insurance
in the US with consolidated shareholders' equity of $408 million as
of Sept. 30, 2015.

The principal methodology used in these ratings was Mortgage
Insurers published in April 2015.



NMI HOLDINGS: S&P Assigns 'BB-' Rating on $150MM Secured Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' debt rating to NMI Holdings Inc.'s (NMI) $150 million senior
secured term loan facility due 2018.  The ratings on NMI
('BB-/Stable') and its subsidiary National Mortgage Insurance Corp.
('BBB-/Stable') are unaffected by the transaction.  The company
expects to use the proceeds for general corporate purposes and to
meet Private Mortgage Insurer Eligibility Requirements effective
Dec 31, 2015.  As a result of the transaction, S&P expects NMI's
financial leverage to increase to about 29%, accounting for
near-term operating losses which, considering the early stages of
company's operations, S&P views as moderately high.  However, S&P
expects financial leverage to moderate over the next two years due
to potential additional equity raises to fund growth and reduced
drag from improving earnings.  S&P expects operating earnings to
improve progressively as the company's revenue base grows and
expect the prospective fixed-charge coverage to improve to around
4x by year-end 2017.  The ratings could come under pressure if
leverage/coverage metrics do not improve in accordance with S&P's
expectations.

RATINGS LIST

NMI Holdings Inc.
Counterparty Credit Rating                    BB-/Stable/--

New Rating
NMI Holdings Inc.
$150 mil sr sec term loan facility due 2018   BB-



OW BUNKER GERMANY: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Dr. Gideon Bohm

Chapter 15 Debtor: O.W. Bunker Germany GmbH
                   Neumuhlen 11, 22763
                   Hamburg, Germany

Chapter 15 Case No.: 15-13018

Type of Business: Bunker Fuel Supplier

Chapter 15 Petition Date: November 11, 2015

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Darren T. Azman, Esq.
                                 MCDERMOTT WILL & EMERY LLP
                                 340 Madison Avenue
                                 New York, NY 10173
                                 Tel: (212) 547-5615
                                 Fax: (646)728-2942
                                 Email: dazman@mwe.com

Estimated Assets: $50 million to $100 million

Estimated Debts: $500 million to $1 billion


OZBURN-HESSEY HOLDING: Moody's Withdraws B1 Corporate Family Rating
-------------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of
Ozburn-Hessey Holding Company, LLC upon the closing of the
company's acquisition by GEODIS, a French-based logistics and
freight-forwarding company with annual revenues of EUR 6.8
billion.

RATINGS RATIONALE

Pursuant to the terms of the transaction, all rated debt at OHL has
been repaid at closing.

Rating actions:

  Corporate Family Rating -- B1 Withdrawn
  Probability of Default Rating -- B1-PD Withdrawn
  Senior Secured Credit Facility Rating -- B1 (LGD 3) Withdrawn
  Outlook -- Ratings Under Review Up -- Withdrawn

Ozburn-Hessey Holding Company, LLC, headquartered in Brentwood, TN,
is a provider of third-party logistics and related services,
including warehouse management, freight forwarding, and dedicated
contract carriage.  Ozburn-Hessey's June 30, 2015 LTM revenues
approximated $1.4 billion.



PARAGON SHIPPING: Gets Grace Period to Meet Nasdaq Listing Rules
----------------------------------------------------------------
Paragon Shipping Inc. on Nov. 11 disclosed that it received a
positive determination from the Nasdaq Stock Market granting
approval of the Company's request to transfer its listing to the
Nasdaq Capital Market from the Nasdaq Global Market.  The Company
has also been granted an additional 180-day grace period to regain
compliance with the Nasdaq's minimum bid price requirement.

The Company's securities will begin trading on the Nasdaq Capital
Market effective at the opening of business on November 11, 2015.
The Company's common shares and senior notes will continue to trade
on Nasdaq under the symbols "PRGN" and "PRGNL," respectively.  The
Nasdaq Capital Market is a continuous trading market that operates
in substantially the same manner as the Nasdaq Global Market.
Listed companies must meet certain financial requirements and
comply with Nasdaq's corporate governance requirements.

As previously reported, the Company was notified by Nasdaq Stock
Market on May 14, 2015, that it no longer satisfied the minimum bid
price requirement for continued listing of $1.00 per share, as set
forth in Nasdaq Listing Rule 5450(a)(1).  In anticipation of not
meeting the minimum bid price requirement by November 10, 2015, the
end of its initial 180-day grace period, the Company applied to
transfer the listing of its stock to the Nasdaq Capital Market.  As
a result of the transfer to the Capital Market, the Company is
being provided with an additional 180-day grace period to regain
compliance with the Nasdaq's minimum bid price requirement.  In
order to regain compliance, the minimum bid price per share of the
Company's common stock must be at least $1.00 for at least ten
consecutive business days during the additional 180-day grace
period, which will end on May 9, 2016.  The Company has provided
written notice of its intention to cure the minimum bid price
deficiency during the second grace period by effecting a reverse
stock split, if necessary.  If the Company fails to regain
compliance during this grace period, the Company's common stock
will be subject to delisting by Nasdaq.

                   About Paragon Shipping Inc.

Paragon Shipping -- http://www.paragonship.com-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in Athens,
Greece, specializing in the transportation of drybulk cargoes.
Paragon Shipping's current fleet consists of twelve drybulk vessels
with a total carrying capacity of 719,769 dwt.  In addition,
Paragon Shipping's current newbuilding contracts consist of two
Ultramax and three Kamsarmax drybulk carriers that are scheduled to
be delivered between the fourth quarter of 2015 and the first
quarter of 2016.  The Company's common shares and senior notes
trade on the NASDAQ Capital Market under the symbols "PRGN" and
"PRGNL," respectively.



PARALLEL ENERGY: Approval of $9.4M DIP Financing Agreement Sought
-----------------------------------------------------------------
Parallel Energy LP and Parallel Energy GP LLC seek Bankruptcy
Court's order authorizing Parallel GP to obtain a senior secured
post-petition financing in an aggregate principal amount not to
exceed $9.4 million from Canadian Imperial Bank of Commerce, as
administrative agent and collateral agent for the lenders.  The
Debtors intend to use the proceeds of the Credit Facility for
working capital and general corporate purposes.

The Debtors also seek approval of the consensual use of cash
collateral.

"The Debtors have an immediate need to obtain the DIP Facility and
use Cash Collateral to, among other things, permit the orderly
continuation of the operation of their businesses, to maintain
business relationships with vendors, suppliers, and customers, to
make payroll, to make capital expenditures, to satisfy other
working capital and operation needs, to complete the Debtors' sale
process and to otherwise preserve the enterprise value of the
Debtors' estates," says GianClaudio Finizio, Esq., at Bayard, P.A.,
counsel to the Debtors.

The Post-Petition Facility allows the Debtors to borrow up to
$5,400,000 on an interim basis.

All Obligations of the Loan Parties under the Loan Documents, on a
joint and several basis, (i) constitute allowed superpriority
administrative expense claims in the Cases having priority, subject
only to the payment of the Carve-Out in accordance with the Interim
Order, over all administrative expense claims, adequate protection
and other diminution claims, and unsecured claims of any kind
whatsoever against the Loan Parties.

Each Loan will bear interest for each day on which it is
outstanding at a rate per annum equal to the Applicable
Margin.  Automatically, after the occurrence and during the
continuance of an Event of Default the Borrower will pay interest
on all amounts (whether or not past due) owing by it hereunder at a
rate per annum at all times, after as well as before judgment,
equal to the rate otherwise applicable to such Loan pursuant to
this Section 2.08, as applicable, plus 2.00% per annum from the
date of such Event of Default until such Event of Default is cured
or waived.

"Maturity Date" shall mean the earliest to occur of:

   (i) Feb. 4, 2016,;

  (ii) 30 days after entry of the Interim Order, if the Final
       Order has not been entered by such 30th day, among other
       things, containing such additional protections reasonably
       required by the Required Lenders, with only such
       modifications thereto as are satisfactory in form and
       substance to the Administrative Agent and the Required
       Lenders;

(iii) the effective date of a chapter 11 plan filed in the Cases
       that is confirmed pursuant to an order entered by the
       Bankruptcy Court; and

  (iv) the date on which all Loans shall become due and payable in
       full hereunder, whether by acceleration or otherwise;
       provided that, if any such day is not a Business Day, the
       Maturity Date shall be the Business Day immediately
       succeeding that day.

A copy of the Credit Agreement is available for free at:

      http://bankrupt.com/misc/4_PARALLEL_DIPAgreement.pdf

                       About Parallel Energy

Parallel Energy LP and Parallel Energy GP LLC sought Chapter 11
bankruptcy protection (Bank. D. Del. Case No. 15-12263 and
15-12264, respectively) on Nov. 9, 2015.  The petition was signed
by Richard N. Miller as chief financial officer.

The Debtors are engaged in acquiring, owning, developing and
operating long-life oil and natural gas properties in Texas and
Oklahoma.  The Debtors' workforce consists of 45 employees.

The Debtors have engaged Thompson & Knight LLP and Bayard, P.A. as
co-counsel, Alvarez & Marsal North America, LLC as financial
advisor and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.


PARALLEL ENERGY: Hires Prime Clerk as Claims and Noticing Agent
---------------------------------------------------------------
Parallel Energy LP and Parallel Energy GP LLC seek permission from
the Bankruptcy Court to employ Prime Clerk LLC as their claims and
noticing agent nunc pro tunc to the Petition.  Prime Clerk will
assume full responsibility for the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Debtors' Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
2,500 entities to be noticed.  In view of the number of anticipated
claimants and the complexity of their businesses, the Debtors
assert that the appointment of a claims and noticing agent is in
the best interests of both their estates and their creditors.

"By appointing Prime Clerk as the Claims and Noticing Agent in
these chapter 11 cases, the distribution of notices and the
processing of claims will be expedited, and the Office of the Clerk
of the Bankruptcy Court will be relieved of the administrative
burden of processing what may be an overwhelming number of claims,"
says Richard N. Miller, chief financial officer.

The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk in the performance of its services be treated as
administrative expenses of their estates pursuant to the Bankruptcy
Code and be paid in the ordinary course of business without further
application to or order of the Court.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $50,000.

Under the terms of the Engagement Agreement, the Debtors have
agreed to indemnify, defend and hold harmless Prime Clerk and its
members, officers, employees, representatives and agents under
certain circumstances, except in circumstances resulting solely
from Prime Clerk's gross negligence or willful misconduct.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk represents that Prime Clerk is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code
with respect to the matters upon which it is engaged.

By separate application, the Debtors will seek authorization to
retain and employ Prime Clerk as administrative advisor.

                       About Parallel Energy

Parallel Energy LP and Parallel Energy GP LLC sought Chapter 11
bankruptcy protection (Bank. D. Del. Case No. 15-12263 and
15-12264, respectively) on Nov. 9, 2015.  The petition was signed
by Richard N. Miller as chief financial officer.

The Debtors are engaged in acquiring, owning, developing and
operating long-life oil and natural gas properties in Texas and
Oklahoma.  The Debtors' workforce consists of 45 employees.

The Debtors have engaged Thompson & Knight LLP and Bayard, P.A. as
co-counsel, Alvarez & Marsal North America, LLC as financial
advisor and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.


PARALLEL ENERGY: Proposes Scout-Led Auction on Jan. 6
-----------------------------------------------------
Parallel Energy LP and Parallel Energy GP LLC ask the U.S.
Bankruptcy Court for the District of Delaware to approve bid and
auction procedures relating to the sale of substantially all of
their assets, free and clear of all liens, claims, encumbrances and
interests.

Prior to the Petition Date, the Debtors have entered into a
stalking horse purchase and sale agreement with Scout Energy Group
II, LP, as stalking horse bidder, pursuant to which Scout will
acquire the Debtors' assets including, among other things, oil and
gas leases, wells and related equipment and contract rights for
$110,000,000.

The Debtors said that after critical analysis, they concluded that
their forecasted revenues would be insufficient to adequately fund
their business operations and debt service obligations.  Thus, in
consultation with their professional advisors, the Debtors
determined that given their leveraged financial position, their
diminishing revenue stream, and their conclusions about the
valuation of their businesses and assets, the most effective way to
preserve their going concern value for the benefit of all
constituencies would be a sale of the their assets following a
thorough marketing process.

Pursuant to the Purchase and Sale Agreement, Parallel is obligated
to seek entry of the Bid Procedures Order within 30 calendar days
of the Petition Date.  Consistent with these requirements, the
Debtors propose the following timeline for the sale process:

   Event                                             Deadline
   -----                                         ----------------
   Bid Procedures Hearing                        December 9, 2015
   Proposed Bid Deadline                         December 22, 2015
   Auction                                       January 6, 2016
   Sale Hearing                                  January 8, 2016
   Closing                                       January 25, 2016

                           Bid Procedures

To maximize the value of the Property for the benefit of the
Debtors and their estates and all parties-in-interest, the Debtors
seek to implement a competitive bidding process designed to
generate maximum net value.  The Debtors propose selling the
Property to a qualified bidder making the highest or best offer for
the Property.

Any party interested in submitting a bid must transmit such bid not
later than 5:00 p.m. (prevailing Eastern Time) on Dec. 22, 2015.

If a Qualified Bid, other than that submitted by the Proposed
Purchaser, has been received by the Debtors, the Debtors may
conduct an auction with respect to all or some of the Property. The
Auction will be conducted at the offices of Thompson & Knight LLP,
1722 Routh Street, Suite 1500, Dallas, TX 75201, at a date and time
determined by the Bankruptcy Court, or such other place and time as
the Debtors shall notify all Qualified Bidders who have submitted
Qualified Bids and expressed their intent to participate in the
Auction.

To provide an incentive and to compensate the Proposed Purchaser
for entering into the Purchase and Sale Agreement, the Debtors have
agreed to the Bid Protections, including the Break-Up Fee and
Expense Reimbursement.

The Debtors believe that offering the Bid Protections to the
Proposed Purchaser will provide a post-petition benefit to their
estates by establishing a floor and promoting more competitive
bidding.  According to the Debtors, the availability of the Bid
Protections is necessary to provide the Proposed Purchaser with
some assurance that it will be compensated for the time and expense
it has spent in putting together its offer for the Property and the
risk that arises from participating in the bidding and subsequent
Auction process.

A copy of the Purchase and Sale Agreement is available at:

   http://bankrupt.com/misc/12_PARALLEL_PurchaseAgreement.pdf

                       About Parallel Energy

Parallel Energy LP and Parallel Energy GP LLC sought Chapter 11
bankruptcy protection (Bank. D. Del. Case No. 15-12263 and
15-12264, respectively) on Nov. 9, 2015.  The petition was signed
by Richard N. Miller as chief financial officer.

The Debtors are engaged in acquiring, owning, developing and
operating long-life oil and natural gas properties in Texas and
Oklahoma.  The Debtors' workforce consists of 45 employees.

The Debtors have engaged Thompson & Knight LLP and Bayard, P.A. as
co-counsel, Alvarez & Marsal North America, LLC as financial
advisor and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.


PETERSBURG REGENCY: Harmons Seek to Obtain Complete Loan History
----------------------------------------------------------------
Mark Rufolo, on behalf of creditors Robert and Marlene Harmon, asks
the U.S. Bankruptcy Court for the District of New Jersey to require
Itteson Trust-2010-1 to obtain the compete loan history from its
agent and produce it to the Harmons.

The creditors assert that the compete loan history requested is
relevant to the issues pending before the Court.  In any event, the
creditors submit that Mr. Harmon is entitled to obtain the loan
history from the servicing agent and that it should have been
provided pursuant to the Court's June 26, 2015 discovery order.

On June 26, 2015, the Court entered an order for limited discovery,
including issues of the amount of the respective creditor's claim.
The Court further ordered that any discovery disputes be brought to
the Court's attention by letter-request.

On that same date, Petersburg Regency, LLC, requested that Ittleson
provide all responsive, non-privilege documents. Ittleson provided
certain responsive material, however documents provided were
incomplete.

In a separate filing, Ittleson submitted reservations, objections
and answers to the Debtor's notice of oral deposition and request
for production of documents.

Ittleson Trust objected to the request for production to the extent
that it seeks to impose obligations beyond those permitted by the
rules, or any other applicable statute or law.

                  About Petersburg Regency

Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April
20, 2015.  The case is assigned to Judge Vincent F. Papalia.

An involuntary bankruptcy case was previously filed against the
company (Bankr. E.D. Va. Case No. 15-30526) but the case was
dismissed by consent order in March 2015.


PETIT OIL: Trustee's Bid to Vacate Critical Vendor Orders Denied
----------------------------------------------------------------
Judge Paul B. Snyder of the United States Bankruptcy Court for the
Western District of Washington, Tacoma, denied the motion filed by
the Chapter 7 Trustee for the estate of Petit Oil Company to vacate
and void critical vendor orders.

On August 14, 2015, the Trustee sought to vacate the supplier
orders pursuant to Fed. R. Civ. P. 60(b)(4).  The Trustee alleged
that the supplier orders are void for lack of due process under the
Fifth Amendment to the U.S. Constitution, which provided that no
person shall "be deprived of life, liberty or property, without due
process of law."

Judge Snyder found that the notice of the November 26 and December
5, 2013 hearings was adequate under the exigent circumstances but
that notice of the December 19, 2013 hearing was deficient.
However, Judge Snyder held that even if notice of all three
hearings was deficient, the resulting supplier orders are not void
because the Trustee has not established the existence of a due
process violation as to any of the supplier orders.  The judge
explained that the Trustee was unable to establish that any
individual or entity entitled to notice of the supplier motions
held a property interest that was affected in any way by entry of
the supplier orders or the payments made pursuant to such orders.

The case is In re: PETTIT OIL COMPANY, Debtor, CASE NO. 13-47285
(Bankr. W.D. Wash.).

A full-text copy of Judge Snyder's October 22, 2015 memorandum
decision is available at http://is.gd/4FxzgZfrom Leagle.com.

Kathryn A Ellis is represented by:

          Deborah A Crabbe, Esq.
          FOSTER PEPPER PLLC
          1111 3rd Ave #3400
          Seattle, WA 98101
          Tel: (206) 447-4400
          Email: crabd@foster.com

United States Trustee is represented by:

          Sarah R Flynn, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          700 Stewart Street Suite 5103
          Seattle, WA 98101
          Tel: (206) 553-2000
          Fax: (206) 553-2566


PLY GEM HOLDINGS: Inks Second Amendment to UBS Credit Facility
--------------------------------------------------------------
Ply Gem Holdings, Inc., Ply Gem Industries, Inc., a wholly-owned
subsidiary of the Company, and Gienow Canada Inc. and Mitten Inc.,
on Nov. 5, 2015, entered into a second amended and restated senior
secured asset-based revolving credit agreement with UBS Securities
LLC, as joint lead arranger and joint bookrunner, Wells Fargo
Capital Finance, LLC, as syndication agent, joint lead arranger,
joint bookrunner and co-collateral agent, UBS AG, Stamford Branch,
as U.S. administrative agent and U.S. collateral agent, UBS AG
Canada Branch, as Canadian administrative agent and Canadian
collateral agent, and a syndicate of financial institutions and
institutional lenders.

Structure

The ABL Facility provides for revolving credit financing of up to
$350 million subject to borrowing base availability, with a
maturity of five years, including sub-facilities for letters of
credit, swingline loans and borrowings in Canadian dollars and
United States dollars.  About $300 million of the ABL Facility is
available to Ply Gem Industries and $50 million is available to the
Canadian Borrowers.  In addition, the ABL Facility provides that
the revolving commitments may be increased to $400 million, subject
to certain terms and conditions.

The borrowing base at any time equals the sum (subject to certain
eligibility requirements, reserves and other adjustments) of:
   
   * 90% of the eligible credit card receivables;
   
   * 85% of the net amount of eligible receivables; and
   
   * 85% of the net orderly liquidation value of eligible
     inventory.

All borrowings under the ABL Facility will be subject to the
satisfaction of customary conditions, including absence of a
default and accuracy of representations and warranties.

Interest and Fees

Borrowings under the ABL Facility bear interest at a rate per annum
equal to, at Ply Gem Industries' option, either (a) a base rate
determined by reference to the higher of (1) the corporate base
rate of the Administrative Agent, as established at its Stamford
Branch, and (2) the federal funds rate plus 0.5% or (b) a
Eurodollar rate determined by reference to the costs of funds for
U.S. dollar deposits for the interest period relevant to such
borrowing adjusted for certain additional costs, in each case plus
an applicable margin.  The initial applicable margin for borrowings
under the ABL Facility is 0.50% for base rate loans and 1.50% for
Eurodollar rate loans.  The applicable margin for borrowings under
the ABL Facility will be subject to step ups and step downs based
on average excess availability under the facility.  Swingline loans
will bear interest at a rate per annum equal to the base rate plus
the applicable margin.  In addition to paying interest on
outstanding principal under the ABL Facility, Ply Gem Industries is
required to pay a commitment fee, in respect of the unutilized
commitments thereunder, which fee will be determined based on
utilization of the ABL Facility (increasing when utilization is low
and decreasing when utilization is high).  The commitment fee is
0.375% when the Company's average excess availability is greater
than $100.0 million for the last fiscal quarter and 0.25% when the
Company's average availability is less than or equal to $100
million for the last fiscal quarter.  Ply Gem Industries must also
pay customary letter of credit fees equal to the applicable margin
on Eurodollar loans and agency fees.

Term

The ABL Facility will mature on Nov. 5, 2020.

Mandatory prepayments

If at any time the aggregate amount of outstanding loans,
unreimbursed letter of credit drawings and undrawn letters of
credit under the ABL Facility exceeds the lesser of (i) the
commitment amount and (ii) the borrowing base, Ply Gem Industries
will be required to repay outstanding loans and cash collateralize
letters of credit in an aggregate amount equal to such excess, with
no reduction of the commitment amount.  If the excess availability
under the ABL Facility is less than the greater of (a) 12.5% of the
lesser of the borrowing base and the aggregate commitments and (b)
$30 million ($27.5 million for the months of January, February,
March, and April) during five consecutive days or certain events of
default have occurred, all cash from Ply Gem Industries material
deposit accounts (including all concentration accounts) will be
swept daily into a collection account controlled by the
administrative agent under the ABL Facility and used to repay
outstanding loans and cash collateralize letters of credit.

Optional prepayment

Ply Gem Industries may voluntarily reduce the unutilized portion of
the commitment amount and repay outstanding loans at any time
without premium or penalty other than customary "breakage" costs
with respect to Eurodollar loans.

Amortization and final maturity

There is no scheduled amortization under the ABL Facility.  All
outstanding loans under the facility are due and payable in full on
the Stated Maturity Date.

Security and Guarantees

All obligations under the ABL Facility are unconditionally
guaranteed by the Company and substantially all of the Company's
existing and future, direct and indirect, wholly-owned domestic
subsidiaries, and in any event by all subsidiaries that guarantee
the term loans made to Ply Gem Industries under the Credit
Agreement, dated as of Jan. 30, 2014, among the Company, Ply Gem
Industries, the lenders party thereto and Credit Suisse AG, as
administrative agent and collateral agent.  All obligations under
the ABL Facility, and the guarantees of those obligations, are
secured, subject to certain exceptions, by substantially all of the
assets of Ply Gem Industries and the Guarantors, including:

   * a first-priority security interest in personal property
     consisting of accounts receivable, inventory, cash, deposit
     accounts, and certain related assets and proceeds of the
     foregoing; and
   
   * a second-priority security interest in, and mortgages on,
     substantially all of Ply Gem Industries' material owned real
     property and equipment and all assets that secure the Term
     Facility on a first-priority basis.

The obligations of the Canadian Borrowers are secured by a
first-priority security interest in substantially all of the assets
of the Canadian Borrowers and by Ply Gem Industries' and the
Guarantors' assets on the same basis as borrowings by Ply Gem
Industries are secured under the ABL Facility, plus additional
mortgages in Canada, and a pledge by Ply Gem Industries of the
remaining 35% of the equity interests of the Canadian Borrowers
pledged only to secure the Canadian sub-facility.

Covenants

The ABL Facility requires that if excess availability is less than
the greater of (a) 10.0% of the lower of the borrowing base and the
aggregate commitments and (b) $25 million, Ply Gem Industries must
comply with a minimum fixed charge coverage ratio test of 1.0x.  In
addition, the ABL Facility includes covenants that, subject to
significant exceptions, limit Ply Gem Industries' ability and the
ability of the Company and Ply Gem Industries' subsidiaries to,
among other things, incur debt, incur liens and engage in sale
leaseback transactions, make investments and loans, pay dividends,
engage in mergers, acquisitions and asset sales, prepay certain
indebtedness, amend the terms of certain material agreements, enter
into agreements limiting subsidiary distributions, engage in
certain transactions with affiliates and alter the business that
Ply Gem Industries' conducts.

Events of Default

The ABL Facility contains events of default customary for
financings of this type, including, but not limited to, payment
defaults, breaches of representations and warranties, covenant
defaults, cross-defaults to certain indebtedness, certain events of
bankruptcy, certain events under ERISA, material judgments, actual
or asserted failure of any guaranty or security document supporting
the ABL Facility to be in full force and effect and changes of
control.  If such an event of default occurs, the lenders under the
ABL Facility would be entitled to take various actions, including
the acceleration of amounts due under the ABL Facility and, subject
to the Intercreditor Agreement, all actions permitted to be taken
by a secured creditor.

Certain of the agents and lenders or their affiliates have provided
investment banking and other financial services to the Company and
its affiliates from time to time, for which they received customary
fees and commissions, and may also provide these services to the
Company or its affiliates from time to time in the future.

A copy of the Second Amended and Restated Credit Agreement is
available for free at http://is.gd/WRFdb5

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem reported a net loss of $31.3 million on $1.56 billion of
net sales for the year ended Dec. 31, 2014, compared to a net loss
of $79.5 million on $1.36 billion of net sales for the year ended
Dec. 31, 2013.

The Company's balance sheet at July 4, 2015, showed $1.3 billion in
total assets, $1.4 billion in total liabilities and a stockholders'
deficit of $119.5 million.

                            *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
Company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


POMEROY GROUP: S&P Assigns 'B' CCR on Planned Acquisition
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hebron, Ky.-based Pomeroy Group Holdings Inc.  The
outlook is stable.

"At the same time, we assigned our 'B' issue-level rating and '3'
recovery rating to the company's $280 million first-lien credit
facility, comprising a $40 million revolving credit facility due
2020 and a $240 million first-lien term loan due 2021.  The '3'
recovery indicates our expectation of meaningful (50%-70%, higher
half of range) recovery for the first-lien debt holders in the
event of default," S&P said.

S&P also assigned a 'CCC+' issue-level rating and '6' recovery
rating to the company's $75 million second-lien term loan due 2022.
The '6' recovery indicates S&P's expectation of negligible
(0%-10%) recovery for the second-lien debt holders.

"The rating on the Pomeroy Group reflects our view of the company's
smaller scale in the competitive and fragmented technology
solutions industry, offset by its managed services product
offering, which we view as a source of differentiation," said
Standard & Poor's credit analyst Geoffrey Wilson.

The stable outlook reflects S&P's view of the company's consistent
profitability, partly resulting from its recurring managed services
revenues, and S&P's expectation that the company will continue to
generate positive free operating cash flow over the next 12
months.



PRANA BIOTECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice
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Prana Biotechnology Limited has received notification from the
Listing Qualifications Department of NASDAQ advising the Company
that it is currently non-compliant with NASDAQ's requirement that
listed securities maintain a minimum bid price of $US1.00 per share
on NASDAQ as outlined in the NASDAQ Listing Rules.

The NASDAQ notification has no effect at this time on the listing
of the Company's American Depositary Shares ("ADSs") and the ADSs
will continue to trade uninterrupted on NASDAQ under the symbol
"PRAN".  The Company's ordinary shares which are traded on the
Australian Securities Exchange ("ASX") under the symbol "PBT" are
in full compliance with ASX listing requirements and are completely
independent of the NASDAQ listing.  Prana's management intends to
actively monitor the bid price for its ADSs and will consider all
available options to regain compliance with the NASDAQ minimum bid
price requirement.

Prana has a compliance period of 180 calendar days (until May 2,
2016) to regain compliance with the minimum bid price requirement.
If at any time during the 180 day compliance period, the closing
bid price per ADS is at least $US1.00 for at least ten consecutive
business days, NASDAQ will provide the Company a written
confirmation of compliance and the matter will be closed.

In the event Prana does not regain compliance, the Company may be
eligible for an additional 180 calendar days' extension to regain
compliance.  To qualify, the Company will be required to meet the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The NASDAQ
Capital Market, with the exception of the bid price requirement,
and will need to provide written notice of its intention to cure
the deficiency during the second compliance period, by effecting a
reverse stock split, if necessary.  If the NASDAQ staff concludes
that the Company will not be able to cure the deficiency or if the
Company is otherwise not eligible, the Company's ADSs will be
subject to delisting by NASDAQ.

              About Prana Biotechnology Limited

Prana Biotechnology was established to commercialize research into
Alzheimer's disease and other major age-related neurodegenerative
disorders.  The Company was incorporated in 1997 and listed on the
Australian Stock Exchange in March 2000 and listed on NASDAQ in
September 2002.  Researchers at prominent international
institutions including The University of Melbourne, The Mental
Health Research Institute (Melbourne) and Massachusetts General
Hospital, a teaching hospital of Harvard Medical School,
contributed to the discovery of Prana's technology.



PROSPECT HOLDING: S&P Lowers ICR to 'CCC+'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
issuer credit rating on Prospect Holding Co. LLC and its
subsidiaries Prospect Holding Finance Co. and Prospect Mortgage LLC
to 'CCC+' from 'B'.  The outlook is negative.

At the same time, S&P lowered its issue rating on Prospect's senior
unsecured debt to 'CCC+' from 'B'.  S&P is lowering the recovery
rating on the notes to '4H', indicating its expectation for average
recovery (30%-50%, upper half of the range) in the event of a
default, from '3L'.

"The downgrade reflects Prospect’s meager earnings, declining
equity position, and diminishing mortgage servicing right portfolio
during what is normally a seasonally strong quarter for the
market," said Standard & Poor's credit analyst Stephen Lynch.
Prospect reported a net loss of $18.4 million and adjusted EBITDA
of $1 million for the quarter ending Sept. 30, 2015.  The firm's
tangible equity fell to $62.5 million during the quarter from $80.6
million at the end of the second quarter.  Although tangible equity
is still higher than it was at the start of the year, S&P is
expecting greater equity growth by this point, especially in lieu
of the $25 million equity contribution by parent Sterling Partners
in the first quarter.

Consequently, Prospect has continued monetizing its existing MSR
assets to generate operational liquidity, further depleting its
primary unencumbered asset.  The value of the company's MSRs ended
the quarter at $91.5 million, down from $123.2 million at the start
of 2015.  Prospect ended the third quarter with
$38.7 million of cash on its balance sheet, well below the firm's
target of at least $50 million.

"It is difficult for us to determine how a rising interest rate
environment will affect Prospect.  On one hand, Prospect's
retail-focused origination channel is tilted toward the less
interest-rate-sensitive home-purchase market.  As a result,
Prospect's competitive position could improve if some of its
smaller peers, who do rely on the interest-rate-sensitive refinance
market, shut down--something many industry participants have been
waiting for, in vain, for the past several years.  In addition,
higher interest rates could lead to slower prepayments and positive
fair value adjustments on Prospect's MSRs, thereby causing the
firm's equity position to recover.  On the other hand, refinance
volume still generates income, and Prospect's high operating
leverage business model is more dependent on origination activity
than companies that operate with lower cost correspondent and
wholesale channels.

The outlook is negative.  Prospect is entering the seasonally
weaker fall and winter months, a time when home-purchase activity
generally slows due to weather.  Over this period, S&P expects the
company will struggle to break even and could be forced to monetize
MSRs to generate operational liquidity.

S&P could lower the rating over the next year if the company loses
any of its key warehouse lending relationships or if it is forced
to sell significantly more MSRs than it retains in order to
generate liquidity.

S&P could raise the rating over time if the company replenished its
tangible equity, increased its level of MSRs, significantly reduced
its leverage and decreased its earnings volatility without altering
the long-term prospects of its fundamental business model.



QUICKSILVER RESOURCES: Files Rule 2015.3 Periodic Report
--------------------------------------------------------
Quicksilver Resources Inc. and its affiliates filed a report, as of
Aug. 31, 2015, on the value, operations and profitability of these
companies in which they hold a substantial or controlling
interest:

   Companies                              Interest of Estate  
   ---------                              ------------------  
   Quicksilver Resources Canada Inc.            100%
   Makarios Midstream Inc.                      100%
   Fortune Creek Gathering and
    Processing Partnership                       50%  
   1622834 Alberta Inc.                         100%
   0942065 B.C. Ltd.                            100%     
   0942069 B.C. Ltd.                            100%
   Quicksilver Production Partners
    Operating Ltd.                              100%

Quicksilver Resources filed the report pursuant to Bankruptcy Rule
2015.3.  The report is available for free at http://is.gd/vrEt0P

                    About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc., is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11 of
title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

                           *     *     *

The Debtors have previously been given exclusive right to file a
bankruptcy plan through October 13, 2015.  They are seeking a
further extension of the exclusive plan filing period through
February 1, 2016.


QUIKSILVER RESOURCES: Dec. 1 Hearing Oaktree Backstop Fees
----------------------------------------------------------
Quiksilver Resources Inc., et al., at a hearing on Dec. 1, 2015, at
10:30 a.m. (Eastern) will ask the U.S. Bankruptcy Court for the
District of Delaware for approval:

  (a) to enter into a Backstop Commitment Letter dated as of Oct.
31, 2015, by and among the Debtors and certain funds managed by
affiliates of Oaktree Capital Management, L.P. (collectively, "Plan
Sponsor"), and, upon the occurrence of certain conditions, pay
certain commitment fees; and

  (b) of certain procedures in connection with the rights offerings
to be consummated pursuant to the Plan.

Objections to the Debtors' motion are due Nov. 24, 2015 at 4:00
p.m. (Eastern).

The Debtors' Plan of Reorganization, filed Oct. 13, 2015, provides
for, and is funded in part by, two rights offerings.  First,
eligible holders of the Debtors' prepetition senior secured notes
(the "Secured Notes") or their eligible affiliates will have the
right to purchase up to $122.5 million of common stock of
reorganized ZQK (the "New Common Stock") pursuant to a rights
offering (the "Exit Rights Offering").  Second, Eligible Offerees
will have the right to purchase up to EUR50 million of New Common
Stock pursuant to an additional rights offering (the "Euro Notes
Rights Offering" and together with the Exit Rights Offering, the
"Rights Offerings").  The Rights Offerings will provide the Debtors
with new capital and allow the Debtors to repay their postpetition
debtor-in-possession financing facilities (the "DIP Facilities"
comprised of the "DIP Term Loan Facility" and the DIP ABL
Facility"), fund recoveries to general unsecured creditors, satisfy
other chapter 11 emergence costs, fund their post-emergence
business plan, and effectuate a potential deleveraging exchange of
the Debtors' European senior notes (the "Euro Notes") through an
exchange offer (the "Euro Notes Exchange Offer").

To further effectuate the Plan, pursuant to the Backstop Commitment
Letter, the Backstop Parties, which hold a substantial amount of
the Secured Notes, some of the Euro Notes, and all of the Debtors'
loans under the DIP Term Loan Facility, have committed to backstop
(the "Backstop Commitment") (i) the purchase of up to $122.5
million of New Common Stock under the Exit Rights Offering and (ii)
the purchase of up to EUR50 million of New Common Stock under the
Euro Rights Offering.  The Rights Offerings and the associated
Backstop Commitment Letter will ensure that the Reorganized Debtors
have sufficient liquidity to fund distributions under the Plan and
effectuate the Euro Notes Exchange Offer and, as such, are critical
to effectuation of the Plan The Backstop Commitment Letter
incorporates the terms
of the term sheet (the "Backstop Term Sheet"), attached as Exhibit
C to that certain Plan Sponsor Agreement, dated as of Sept. 8,
2015, between the Debtors and the Plan Sponsor (the "Plan Sponsor
Agreement"), and approved by order of the Court on Oct. 28, 2015.

                          Commitment Fees

As is customary, the Backstop Commitment Letter requires this
Court's approval thereof as a funding condition and provides for
the payment of the Commitment Fees.

The Plan Sponsor will fully earn these commitment fees (the
"Commitment Fees") upon the Bankruptcy Court entering orders
approving the Backstop Commitment Letter and the disclosure
statement in respect of the Plan: (a) $6.125 million, which is 5%
of the Exit Facility Commitment; and (b) EUR2.5 million, which is
5% of the Euro Notes Commitment.  The Commitment Fees will be
payable in New Common Stock on the Effective Date consistent with
the Plan, to be issued at the same discount as the New Common Stock
issued in the Rights Offerings, and which such issuances shall
dilute all other issuances of New Common Stock in connection with
the effectiveness of the Plan; provided, however, that, at the Plan
Sponsor's election, the Commitment Fees will be payable in cash in
the event the Plan is not consummated for any reason within 150
days of the Petition Date.

The Backstop Commitment Letter assures the Debtors and their
stakeholders that, subject to the satisfaction of the applicable
conditions precedent, the Debtors have the necessary new capital
committed to fund the Plan and to effectuate the Euro Notes
Exchange Offer, which is a component of the Plan, and thus allows
the Debtors to move forward with the Plan confirmation process.

From the estates' perspective, the benefits provided by the
Debtors' entry into the Backstop Commitment Letter -- including the
stability it provides to the Debtors' operations during the Chapter
11 Cases by providing the Debtors with a clear exit path -- greatly
outweigh its relatively limited obligations, including the
Commitment Fees, and, therefore, the Court should approve the
Debtors' entry into Backstop Commitment Letter.

                    Rights Offering Procedures

The Debtors further seek approval of the Rights Offering
Procedures, including the related Rights Offering Materials, which
will provide for a streamlined and efficient process (i) for
holders of Secured Notes (or their affiliates) to make (x) an
eligibility election and (y) a determination whether to subscribe
in the Rights Offerings concurrent with solicitation of votes on
the Plan and (ii) for the Debtors to consummate the Rights
Offerings substantially concurrently with the effectiveness of the
Plan.

The Rights Offering Procedures provide for a two-step process
whereby holders of Secured Notes or their affiliates must first
certify that they are Eligible Holders or Eligible Affiliates,
respectively, by returning, via their Nominees, a Secured Notes
Eligibility Certificate, which must be submitted by the Secured
Notes Eligibility Certificate Deadline of Dec. 28, 2015.  The
Subscription Agent will mail the Secured Notes Eligibility
Certificates to the Nominees by no later than Dec. 7, 2015,
providing parties with approximately 21 days to return their
Secured Notes Eligibility Certificates to their Nominees, which
must complete the confirmation of ownership section and return the
certificates to the Subscription Agent.  To expedite the process,
Secured Notes Eligibility Certificates may be returned to the
Subscription Agent by mail or by email.  Transferee Holders --
i.e., holders of Secured Notes who obtain their notes after the
commencement of the Rights Offerings but before the Secured Notes
Eligibility Certificate Deadline -- must also submit, along with
their Secured Notes Eligibility Certificate, a Certification Period
Transfer Notice.

The Eligible Offerees – i.e., those holders (including Transferee
Holders) and their affiliates which return a properly completed
Secured Notes Eligibility Certificate -- will then receive a
Subscription Form, whereby they can subscribe for the exercise of
some or all of their Rights under the Rights Offerings.  The
Subscription Form and the Subscription Purchase Price must be
returned to the Subscription Agent by the Subscription Deadline of
Jan. 14, 2016, approximately 17 days after the Secured Notes
Eligibility Certificate Deadline.

Instructions with respect to completing each of the forms shall
accompany such form.

In addition to compliance with the Rights Offering Procedures, it
is a condition precedent to participation in the Rights Offerings
that the holder of the Secured Notes Claims for which Rights are
being exercised properly submit a ballot (i) to accept the Plan and
(ii) not opting out of the releases included in Article 10.5 of the
Plan.

The Rights Offering process will run parallel to, but independently
of, the solicitation process -- commencing on the date of mailing
of solicitation materials and concluding on the deadline for
submitting ballots voting on the Plan.  To assist the holders of
Secured Notes with making a decision with respect to whether to
participate in the Rights Offerings, the Rights Offering Procedures
and the Disclosure Statement, all of which will be made available
to holders of Secured Notes upon commencement of the Rights
Offerings, shall contain further detail regarding the Rights
Offerings and the Reorganized Debtors. Further, the Rights Offering
Materials will contain warnings urging holders to review the
Disclosure Statement and Plan prior to making a decision with
respect to the exercise of their Rights.

                        Appointment of KCC

The Debtors have previously retained Kurtzman Carson Consultants,
LLC as administrative agent to the Debtors in the Chapter 11 cases.
The Debtors believe such retention is broad enough to encompass
the KCC's services as subscription agent for the Rights Offerings.
Nonetheless, for the avoidance of doubt, the Debtors request
authorization for KCC to act as Subscription Agent in connection
with the Rights Offerings, pursuant to their existing engagement
letter, as previously approved by the Court.

                    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.

Quiksilver, et al., on Oct. 13, 2015, filed a Joint Chapter 11 plan
of reorganization that will convert secured notes to new common
stock and provide $7.5 million to be split by unsecured creditors.


RCS CAPITAL: Moody's Puts B3 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed RCS Capital Corporation's B3
corporate family rating, B3 $575 million senior secured first lien
term loan, B3 $25 million senior secured first lien revolving
credit facility, and Caa2 $150 million senior secured second lien
term loan on review for downgrade.  The rating actions follow a
series of announcements made by RCS and affiliated entities that
together indicate a heightened level of uncertainty concerning RCS'
strategic priorities and prospects.

RATINGS RATIONALE

Moody's said the termination of Apollo Global Management, LLC's
(Apollo, unrated) planned investment in AR Capital, LLC (AR
Capital, unrated) heightens the uncertainty concerning the value of
RCS' investment banking and capital markets activities, which are
dependent on transactions with products sponsored by AR Capital to
generate the bulk of their income.

Moody's said that other factors also contribute to a rapidly
changing environment that could be detrimental to RCS' creditors;
these factors include ongoing changes to RCS' board composition;
the changed terms and reduced price of the planned partial sale of
RCS' wholesale distribution activities to Apollo; the planned sale
of RCS' liquid alternatives platform at a significant discount to
its 2014 purchase price; and RCS' continued exploration of
strategic alternatives in pursuit of capital structure
rationalization.  Moody's said that the transfer of proxy voting
rights in RCS' single outstanding voting share to its independent
board members, and its ability to effect the repurchase of this
voting right, provides RCS with a clearer path towards making
further changes to its capital structure.

Moody's added that the announced infusion of $27 million senior
debt will improve RCS' short-term liquidity position, a credit
positive, but it is currently unclear how this new debt will rank
in priority against RCS' existing senior loans.

During its review, Moody's said it will assess the execution risk
around the announced developments as well as the prospects of RCS'
independent retail advisory business, which the board intends to be
RCS' sole focus after its various restructuring activities have
been completed.

What Could Change the Rating - Up

Upward rating pressure is unlikely to develop in the short to
medium term, given that RCS' ratings are on review for downgrade. A
recapitalization that protects creditors' interests, combined with
strengthened retail advisory results, could drive upward rating
pressure in the longer term.

What Could Change the Rating -- Down

RCS' ratings could be downgraded should Moody's conclude that the
prospects of RCS' independent retail advisory business are not
sufficiently reliable and adequate to satisfy RCS' existing
obligations at their current ratings level.

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.



REALOGY HOLDINGS: Reports $110 Million Net Income for Third Quarter
-------------------------------------------------------------------
Realogy Holdings Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $110 million on $1.66 billion of net
revenues for the three months ended Sept. 30, 2015, compared to net
income attributable to the Company of $100 million on $1.53 billion
of net revenues for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company reported
net income attributable to the Company of $175 million on $4.38
billion of net revenues compared to net income attributable to the
Company of $122 million on $4.05 billion of net revenues for the
same period a year ago.

As of Sept. 30, 2015, the Company had $8.02 billion in total
assets, $5.63 billion in total liabilities and $2.39 billion in
total liabilities.

"Our strong third quarter results reflect our solid financial and
operating performance," said Richard A. Smith, Realogy's chairman,
chief executive officer and president.  "Thus far, we believe 2015
represents a sustainable and steady housing recovery that is still
in its early stages, that most of the relevant economic and
demographic factors that impact housing are moving in the right
direction, and we expect to benefit from that trend."

"We remain focused on our strategic initiatives, enhancing our
platforms and growth opportunities with the ZAP technology roll-out
while continuing to drive efficiencies throughout our business,"
continued Smith.  "We are highly focused on continuing to generate
strong free cash flow and delivered in the third quarter,
generating $249 million of free cash flow for the quarter and $400
million total year-to-date."

"Looking ahead to the fourth quarter of 2015, we expect to achieve
homesale transaction volume gains in the range of 7% to 10%
year-over-year on a company-wide basis," continued Smith.  "Based
on our closed and open sales activity in September and October, we
expect fourth quarter homesale transaction sides to be up 4% to 6%
year-over-year and average homesale price to increase 3% to 4% for
RFG and NRT combined."

"In October, we completed a successful financing which included
increasing the revolving credit facility from $475 million to $815
million and raising $435 million under a new Term Loan A Facility,"
said Anthony E. Hull, executive vice president, chief financial
officer and treasurer. "This financing, coupled with Realogy's
strong free cash flow, will enable Realogy to repay approximately
$800 million of high cost debt by year-end, be positioned to repay
the $500 million of senior notes due next May and reduce our
run-rate corporate cash interest expense to approximately $170
million in 2016, down from the current annualized run rate of $210
million."

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

                         http://is.gd/ZzxTyH

                    About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services.  Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group.  Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.

Realogy Holdings reported net income attributable to the Company of
$143 million on $5.32 billion of net revenues for the year ended
Dec. 31, 2014, compared to net income attributable to the Company
of $438 million on $5.28 billion of net revenues during the prior
year.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RELATIVITY MEDIA: Replies to Macquaire's Adequate Protection Bid
----------------------------------------------------------------
ABI.org reported that Tribune Publishing Co., the owner of the Los
Angeles Times, offered $3 million to fund Freedom Communications
Inc.'s bankruptcy case, setting the stage for a potential bidding
war for the publisher.

Tribune Publishing Company, headquartered in Chicago, IL, operates
the second largest newspaper company in the U.S. serving nine major
markets with 11 daily newspapers, including the Los Angeles Times,
the Chicago Tribune and the San Diego Union-Tribune, as well as
with digital media properties and niche publications. The company
recently closed on an acquisition of the San Diego Union-Tribune
and its portfolio of community weekly newspapers which further
broadened its coverage of the Southern California audience. Tribune
Publishing earned $1.71 billion in reported revenue in fiscal year
ending Dec. 28, 2014.

                   About Freedom Communications

Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.

Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.

Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.

Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015.  Richard E. Mirman signed the petition as chief
executive officer.  Lobel Weiland Golden Friedman LLP serves as
the
Debtors' counsel.

Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.



RESSOURCES APPALACHES: Court OKs Dufferin Mine Second Sale Attempt
------------------------------------------------------------------
Paul Withers at CBC News reports that a Nova Scotia Supreme Court
judge has approved a second attempt to sell the insolvent Dufferin
gold mine near Sheet Harbour.

According to the report, receivers with the accounting firm Ernst &
Young tried to sell the mine as a going concern earlier this year,
but rejected all five bids on the grounds they "were not fair
representations of the asset's values."

On Nov. 10, EY receiver George Kinsman got court approval to borrow
another $500,000 to continue efforts to sell the mine, according to
CBC News.

"My role here is to maximize the benefits from the assets so we
went through an initial process to try and accomplish that," Mr.
Kinsman told CBC News after a brief hearing in a Halifax courtroom.
"The result wasn't satisfactory to us so we are still looking to
market those assets for the benefits of all the parties."

CBC News notes that the mine was put into receivership in January
after its owners -- Rimouski-based Ressources Appalaches --
defaulted on $11 million in loans from Lascaux Resource Capital
Partners of New York.

CBC News says 60 people were thrown out of work and small
businesses like excavation company B&P Enterprises on the Eastern
Shore were hurt.

"I can't speak for any of the others, but we still have never been
paid any of the $200,000 we were owed and we are still suffering
very badly because of the hit we took from them," the report quotes
Jared Kennedy of B&P Enterprises as saying.

This time Lascaux has committed to help pay for additional
exploration in an effort to entice potential buyers, the report
says.

Some of the shine has come off gold in recent years, with a
double-digit price slide and skittish lenders.

And while Dufferin produced 921 ounces of gold in its one year of
operation in 2014, that was far short of its target of 20,000
ounces per year, the report notes.

"It's a challenging asset. It's a challenging time, but that's the
process we are undertaking," Mr. Kinsman, as cited by CBC News,
said.

According to the report, Sean Kirby of the Mining Association of
Nova Scotia would not discuss the specifics of the Ressources
Appalaches receivership, but says getting Dufferin back in
production would have widespread benefits.

"Any time a new mine is opened or a mine can be re-opened is
really, really important both for the mining industry, for the
province's economy as a whole and of course for the local community
that is hosting the project," Mr. Kirby told CBC News.

Nova Scotia could do more to help mining in the province by
lowering the royalties and taxes it collects from mining companies,
he said. Still, he admits, other factors are at work, adds CBC
News.

"The price of gold has actually slid about 40 per cent in the last
couple of years from around $1,900 an ounce and down to $1,100 to
$1,200," the report quotes Mr. Kirby as saying. "That is a lot of
money. That makes it a lot harder to finance projects and get them
up and running."

CBC News says the receiver has paid the province of Nova Scotia
$18,000 to maintain the key exploration licence at Dufferin, which
consists of 14 claims covering 226 hectares of land. That lease
will expire in September 2016.

Mr. Kinsman said the second sale process will take about five
months, the report adds.

Ressources Appalaches Inc. is a Canada-based exploration-stage
company.  The Company is engaged in the acquisition of mining
properties in Quebec and Nova Scotia.  The Company is also engaged
in the exploration, development and mining of new metal deposits
and ore bodies.  The Company owns 100% of Dufferin gold mine
located in Meguma Terrane, Nova Scotia.  It is involved in the
exploration and development of the Dufferin gold mine.  The Company
also holds 100% of the property rights in Chocolate Lake, Dufferin
North, Dufferin East, Ecum Secum and Miller Lake, all located in
Nova Scotia.  Its wholly owned properties in Quebec include
Boisbuisson, Patapedia, Transfiguration and Lesseps. Dufferin
Resources Inc. is a wholly owned subsidiary of the Company.


SABINE OIL: Bryan Cave Files Rule 2019 Statement
------------------------------------------------
Bryan Cave LLP disclosed in a court filing that it represents a
group of retirees of Forest Oil Corp., which was combined with
Sabine Oil & Gas Corp. in May 2014.

The retirees are:

     (a) W. Jeffrey Burford
         191 Lake Shore Drive
         Newnan, GA 30265

     (b) Dale F. Dorn
         421 Morningside Drive
         Terrell Hills, TX 78209

     (c) Forest D. Dorn
         2900 East 7th Ave Pkwy
         Denver, Co 80206

     (d) John C. Dorn
         32B Las Tres
         Galisteo, NM 87540

     (e) Richard B. Dorn
         138 Kennedy Street
         Bradford, PA 16701

     (f) Paul L. Keyes
         5941 Gulf of Mexico Drive
         Longboat Key, FL 34228

     (g) William F. Higie
         30 Stone Avenue
         Bradford, PA 16701

     (h) John F. Dorn
         Hat Creek Production
         2900 Wesleyan, Suite 430
         Houston TX 77027

     (i) Edwin J. Gilbert
         3315 Sage Terrace
         Katy, Tx 77450

The retirees have unsecured claims in an unliquidated amount
against Sabine Oil pursuant to certain split dollar life insurance
agreements.

Some of the retirees may also have additional unliquidated claims
for other employees and retirement benefits provided under their
agreements with Forest Oil, including the provision of medical and
dental insurance coverage and payment of club dues or memberships,
according to the filing.

Bryan Cave further disclosed that it does not hold ownership
interests in any of those claims and that it does not have a claim
against Sabine Oil or any of its affiliated debtors.

The firm made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

Bryan Cave can be reached at:

     Michelle McMahon
     1290 Avenue of the Americas
     New York, New York 10104
     (212) 541-2000
     Michelle.mcmahon@bryancave.com

                       About Sabine Oil & Gas

Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S.  The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville.  The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.

Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.

The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent.  The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.

The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors.  The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.


STONEBRIDGE FINANCIAL: Sec. 363 Sale of Bank to Close Q2 of 2016
----------------------------------------------------------------
Stonebridge Financial Corp., a bank holding company located in West
Chester, Pennsylvania, on Nov. 10 disclosed that pending regulatory
approval, it will sell its wholly owned subsidiary, Stonebridge
Bank.  The bank holding company filed a voluntary petition in the
United States Bankruptcy Court for the Eastern District of
Pennsylvania.  The sale of the bank under Section 363 of the
Bankruptcy Code to the highest and best bidder was approved by the
court on Nov. 9, 2015.  A group of investors has signed a purchase
agreement and pending regulatory approval intends to close on the
proposed transaction during the second quarter of 2016.

"The sale of Stonebridge Bank through the 363 sale process will
create a bank poised for growth," Daniel J. Machon, Jr., President
and CEO of Stonebridge Financial Corp. and Stonebridge Bank, said
in a statement.  "Upon approval by the regulatory authorities, the
bank will continue its mission to create a strong and secure
community bank.  Upon closing, the bank's balance sheet and
financial position should be greatly improved."

"We are very excited with the opportunity ahead of us.  The recent
merger activities in the marketplace, and expectations of further
consolidation, have created an opening for a locally-owned and
based community bank in the south-central Pennsylvania region.  We
are pleased that Stonebridge Bank, pending regulatory approval,
will be the platform from which to execute our vision and mission,"
commented former State Representative Gordon Denlinger, lead
investor.

              About Stonebridge Financial Corp.

Stonebridge Financial Corp. -- http://www.stonebridgebank.com/--
was formed in 1999 as the parent company to Stonebridge Bank. Based
in West Chester, PA, Stonebridge Bank serves commercial and retail
banking customers through its banking offices in West Chester and
Warminster.  In addition, Stonebridge Bank offers a complete range
of banking services at the branch locations and through its
website.

The Company filed for Chapter 11 bankruptcy protection on June 18,
2015 (Bankr. E.D. Penn. Case No. 15-14353).  Judge Eric L. Frank
presides the Debtor's case.  Joseph N. Argentina, Jr., Esq., and
Andrew Charles Kassner, Esq., at Drink Biddle & Reath LLP,
represent the Debtor.  The Debtor estimated assets of between
$500,000 and $1 million, and liabilities between $10 million and
$50 million.



SUN PRODUCTS: Moody's Affirms B3 CFR & Revises Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Sun Product Corporation's B3
Corporate Family Rating and revised the outlook to stable from
negative.  Concurrently, Moody's affirmed Sun Product's B1 senior
secured rating and its Caa2 senior unsecured rating.  The change in
outlook to stable reflects the company's improved operating
performance benefiting from a less competitive environment,
improved cost structure, and moderating commodity costs.  Moody's
expects Sun Products' debt-to-EBITDA leverage to remain in the 6.0x
range in the next twelve months (currently 6.4x) as the company
continues to slowly delever and improve its cash flow.

Ratings affirmed

Issuer: Sun Products Corporation

   -- Corporate Family Rating at B3;
   -- Probability of Default Rating at B3-PD;
   -- Senior Secured Bank credit facilities at B1 (LGD 3);
   -- Senior Unsecured Regular Bond/Debenture at Caa2 (LGD 5)

The outlook is Stable.

While the laundry category continues to experience promotional
activity, pricing has become more rational over the last year since
intense pricing pressure swept the category with a new entry into
the value laundry detergent space by a large competitor in 2014.
While Sun Products is still reinvesting cost savings it has
achieved into price promotions and product innovation to protect
its market share, the normalized promotional environment allows it
to now focus more on expanding its profitability.

Sun Products has reduced the number of its manufacturing plants
from five to two in the last two years in an effort to drive down
costs.  The company has also outsourced its warehouse requirements
to a third party and reduced its selling and administrative
expenses.  Most recently, Sun Products announced its plans to
renegotiate contracts with the majority of its major suppliers,
which will also help to reduce costs.

Sun Products could be downgraded if operating performance
deteriorates such that debt/EBITDA exceeds 8.0x or if free cash
flow is negative for a sustained period.  Acquisitions, shareholder
distributions or a deterioration in liquidity could also lead to a
downgrade.

If Sun Products stabilizes revenue and earnings, generates positive
free cash flow, and sustains debt/EBITDA below 6.0x, the ratings
could be upgraded.

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

The Sun Products Corporation, based in Wilton, Connecticut, is a
manufacturer of moderately priced owned (roughly 65% of revenue)
and store-brand (35%) laundry detergents, fabric softeners and
related household care products in the North America market.
Significant brands include 'all, Snuggle, Sun Wisk, Sunlight
(Canada), and Surf.  The company is also the largest private label
manufacturer of laundry care products in North America.  Sun
Products' parent company, Spotless Group Holding, LLC, is
controlled by affiliates of Vestar Capital Partners.  Sun Products'
sales for the 12 months ended September 2015 were approximately
$1.6 billion.



SUPERMEDIA LLC: Bids for Summary Judgment vs. YPPI Partially OK'd
-----------------------------------------------------------------
Plaintiff SuperMedia, LLC and Defendant Yellow Pages Photos, Inc.,
have cross-moved for summary judgment in their adversary
proceeding.

SuperMedia moved for leave to file a Second Amended Complaint which
the parties argued immediately before the Court heard argument on
the summary judgment motions. In the Second Amended Complaint
SuperMedia alleges two new facts. First, SuperMedia alleges that
the transfers to AMDOCs and ASEC occurred in 2005-2006, and well
before AdMedia Systems, Inc.. Second, SuperMedia alleges that on or
about November 3, 2006, YPPI changed its name to AdMedia Systems,
Inc., and the same day Trent Moore, YPPI's principal, incorporated
a new Yellow Pages Photos, Inc., the defendant YPPI. AdMedia
thereafter assigned its copyrights to YPPI.

The Court granted leave to SuperMedia to file the Second Amended
Complaint over YPPI's strenuous objection. YPPI argued that the
findings of fact in the Opinion collaterally estopped SuperMedia
from raising the issues, the motion to amend was a belated Rule 60
motion and SuperMedia knew earlier about the name change and the
creation of YPPI, and the Court's Opinion was collateral estoppel
against the allegations.

Prejudice to the non-moving party, here YPPI, is the touchstone of
whether to permit amendment, and significant delay -- unjustified
or undue -- is sufficient prejudice to denying the motion to amend.
There is, however, a general presumption in favor of allowing
amendments. Further, permitting amendments to correct a pleading is
desirable because it enables the trial court to make its
determination on the merits of the case. Here, the Court was
satisfied that SuperMedia was entitled to amend to bring the facts
to a head.

YPPI claims that it is entitled to attorneys' fees under the
Copyright Act. The Court ruled earlier in this opinion that YPPI is
precluded from recovering under the Copyright Act and therefore is
not entitled to statutory attorneys' fees.

Section 16 of the License Agreement provides that the prevailing
party is entitled to attorneys' fees if either YPPI or SuperMedia
commences an action arising from a breach of the License Agreement.
Several observations are in order. One, YPPI is not yet a
prevailing party. The Court denied YPPI's request for an
administrative claim. Two, YPPI's existence and the possible bar of
the statute of limitations mean it is now premature to award
attorneys' fees on YPPI's pre-petition claim.

In a Memorandum Opinion dated October 27, 2015, available at
http://is.gd/a38uvefrom Leagle.com, Judge Kevin Gross of the
United States Bankruptcy Court for the District of Delaware ruled
as follows:

   1. Summary judgment is granted in favor of SuperMedia on
statutory damages and attorneys' fees.

   2. Summary judgment is granted in favor of YPPI on the Idearc
discharge issue.

   3. Summary judgment is denied on the issue of YPPI's existence.

   4. Summary judgment is denied on the statutes of limitations
issues.

   5. Summary judgment is denied on the attorneys' fees issues on
the License Agreement.

The adversary proceeding is SUPERMEDIA LLC, Plaintiff, v. YELLOW
PAGES PHOTOS, INC., Defendant, ADV. PROC. NO. 15-50044(KG)(Bankr.
D.Del.).

The case is In re: SUPERMEDIA LLC, Chapter 11, Reorganized Debtor,
CASE NO. 13-10546(KG) (Bankr. D. Del.).

SuperMedia LLC, Debtor, represented by John M. Cone, Esq. --
Hitchcock Evert LLP, Kuangyan Huang, Esq. --
kuan.huang@kirkland.com -- Kirkland & Ellis LLP, Patrick A.
Jackson, Esq. -- pjackson@ycst.com -- Young Conaway Stargatt &
Taylor, LLP, Eric F. Leon,  Esq. -- eric.leon@kirkland.com --
Kirkland & Ellis LLP, Pauline K. Morgan, pjackson@ycst.com -- Young
Conaway Stargatt & Taylor, LLP, Megan O'Laughlin, Esq. --
molaughlin@hitchcockevert.com -- Hitchcock Evert LLP, Andrew Orr,
Esq. -- andrew.orr@kirkland.com -- Kirkland & Ellis LLP.

                      About Supermedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the
United States. Its portfolio includes the Superpages directories,
Superpages.com, digital local search resource on both desktop and
mobile devices, the Superpages.com network, which is a digital
syndication network, and its Superpages direct mailers. SuperMedia
is the official publisher of Verizon, FairPoint and Frontier print
directories in the markets in which these companies are the
incumbent local telephone exchange carriers.  Idearc was spun
off
from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark
Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc
and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


THERAPEUTICSMD INC: Registers $250 Million Worth of Securities
--------------------------------------------------------------
TherapeuticsMD, Inc., filed a Form S-3 registration statement with
the Securities and Exchange Commission relating to the sale, in one
or more series or issuances, any combination of common stock,
preferred stock, debt securities, depositary shares, warrants,
purchase contracts and units, up to an aggregate amount of
$250,000,000.

These securities may be offered and sold in the same offering or in
separate offerings; to or through underwriters, dealers and agents;
or directly to purchasers.  The names of any underwriters, dealers,
or agents involved in the sale of the Company's securities and any
applicable fees, commissions, or discounts will be described in the
applicable prospectus supplement.  The Company's net proceeds from
the sale of securities will also be set forth in the applicable
prospectus supplement.

A copy of the Form S-3 Prospectus is available for free at:

                        http://is.gd/e1qpeZ

                        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.

As of Sept. 30, 2015, the Company had $90.45 million in total
assets, $12.90 million in total liabilities and $77.55 million in
total stockholders' equity.


THERAPEUTICSMD INC: Reports $19.5 Million Net Loss for Q3
---------------------------------------------------------
TherapeuticsMD, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing 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 during
the prior year.

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 a year ago.

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.

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

                       http://is.gd/IoB6Rr

                       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.


TRANS-LUX CORP: Extends Rights Offering Expiration to Nov. 19
-------------------------------------------------------------
Trans-Lux Corporation has extended the expiration date of its
previously announced rights offering to 5:00 p.m., Eastern Time, on
Nov. 19, 2015.

Under the terms of the rights offering, Trans-Lux distributed one
non-transferable subscription right to purchase shares of its
Series B Convertible Preferred Stock for each share of Trans-Lux's
common stock owned at 5:00 p.m., Eastern Time, on Sept. 28, 2015,
the record date for the rights offering.  Thirty-three subscription
rights entitle the holder to purchase one share of Series B
Convertible Preferred Stock at a subscription price of $200.00 per
share.  The rights offering also includes an over-subscription
right, which entitles each rights holder that exercises its basic
subscription rights in full to purchase additional shares of Series
B Convertible Preferred Stock that remain unsubscribed at the
expiration of the rights offering, subject to certain limitations.

If all of the subscription rights are exercised and all the shares
of Series B Convertible Preferred Stock offered are sold, the gross
proceeds from the rights offering will be approximately $10.2
million.  Trans-Lux intends to use the net proceeds from the rights
offering for the repayment of certain debt and for payment of
certain required contributions under its defined benefit pension
plan, with the remainder to be used for general corporate
purposes.

The Series B Convertible Preferred Stock carries a 6.0% cumulative
annual dividend and is convertible into shares of common stock at
an initial conversion price of $10.00 per share, representing a
conversion ratio of 20 shares of common stock for each share of
Series B Convertible Preferred Stock held at the time of
conversion, subject to adjustment.  The shares of Series B
Convertible Preferred Stock may be subject to mandatory conversion
after three years, or as early as one year if the closing sale
price of the common stock has been greater than or equal to $15.00
for 30 consecutive trading days.

                  About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4
million of total revenue for the year ended Dec. 31, 2014, compared
with a net loss of $1.86 million on $20.9 million of total revenue
for the year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $15 million in total assets,
$18.3 million in total liabilities and a $3.2 million total
stockholders' deficit.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern.  Further, the auditors said, the Company is in default of
the indenture agreements governing its outstanding 9-1/2%
Subordinated debentures which were due in 2012 and its 8-1/4%
Limited convertible senior subordinated notes which were due in
2012 so that the trustees or holders of 25% of the outstanding
Debentures and Notes have the right to demand payment immediately.
Additionally, the Company has a significant amount due to their
pension plan over the next 12 months.


TRITON CONTAINER: S&P Affirms 'BB+' CCR, Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed all of
its ratings on marine cargo container lessor Triton Container
International Ltd., including S&P's 'BB+' corporate credit rating.
The outlook is stable.

"Based on our preliminary knowledge of the proposed merger, we do
not expect that there will be any new debt issuance and thus do not
believe that the transaction will have a significant impact on the
combined entity's credit metrics," said Standard & Poor's credit
analyst Betsy Snyder.  "The companies will combine under a
newly-formed holding company, Triton International Ltd. (Triton
International), and their existing debt facilities will largely
remain in place."  Both companies currently rank among the largest
marine cargo container lessors, and, following the merger, the
combined entity will be the largest marine cargo container lessor
globally with close to five million TEUs (twenty foot equivalent
units) of marine cargo containers.  Triton International will be
run by members of the senior management teams of both companies.
The proposed merger is expected to help the combined company
realize $40 million in annual run-rate operating synergies, which
will be fully implemented by the end of 2016.  S&P expects that the
proposed merger, which is subject to shareholder approval,
regulatory clearances, and other customary closing conditions, will
close in the first half of 2016.

The stable outlook reflects S&P's expectation that, pro forma for
its merger with TAL, the combined entity will maintain its credit
profile despite its weaker earnings due to the pressure on its
lease rates, its lower gains on equipment sales, as well as its
share repurchases.  Triton is a privately held company and does not
currently report its financial results publicly.

While S&P does not expect to lower its ratings on the combined
entity over the next year, S&P could do so if there is a
substantial change in its financial profile due to
weaker-than-expected earnings or incremental debt leverage caused
by a greater-than-expected level of share repurchases.  These
negative events would have to cause the combined entity's funds
from operations (FFO)-to-debt ratio to decline to 10% or its
debt-to-capital ratio to increase to over 80% for a sustained
period for S&P to lower the rating.

Although also unlikely, S&P could raise its rating on the combined
entity over the next year if its revenues and earnings growth
exceeded S&P's expectations, leading its FFO-to-debt ratio to
approach the mid-teens percent area and its debt-to-capital ratio
to decline below 75%.



UGHS SENIOR LIVING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                              Case No.
    ------                                              --------
    UGHS Senior Living, Inc.                            15-80399
    227 East Edgewood Drive
    Friendswood, TX 77546-3820

    TrinityCare Senior Living, LLC                      15-80400
    227 East Edgewood Drive
    Friendswood, TX 77546-3820

    UGHS Senior Living Real Estate of Port Lavaca, LLC  15-80401

    UGHS Senior Living Real Estate of Pearland, LLC     15-80402
         
    UGHS Senior Living Real Estate of Knoxville, LLC    15-80406

    UGHS Senior Living of Pearland, LLC                 15-80404
     
    UGHS Senior Living of Port Lavaca, LLC              15-80405

    UGHS Senior Living of Knoxville, LLC                15-80406

    TrinityCare Senior Living of Covington, LLC         15-80407

    TrinityCare Lighthouse of Pearland, LLC             15-80408
      
    UGHS Senior Living Real Estate, LLC                 15-80409

Chapter 11 Petition Date: November 10, 2015

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

Judge: Hon. Letitia Z. Paul

Debtor's Counsel: John F Higgins, IV, Esq.
                  PORTER HEDGES LLP
                  1000 Main St, Ste 3600
                  Houston, TX 77002-6336
                  Tel: 713-226-6648
                  Fax: 713-226-6248
                  Email: jhiggins@porterhedges.com

                    - and -

                  Aaron James Power, Esq.
                  PORTER HEDGES LLP
                  1000 Main 36th Flr
                  Houston, TX 77002
                  Tel: 713-226-6631
                  Fax: 713-226-6231
                  Email: apower@porterhedges.com

                                         Estimated    Estimated
                                          Assets     Liabilities
                                        ----------   -----------
UGHS Senior Living, Inc.                $0-$50,000   $1MM-$10MM
TrinityCare Senior Living, LLC          $1MM-$10MM   $100K-$500K

The petition was signed by Chad J. Shandler, chief restructuring
officer.

A list of UGHS Senior Living, Inc.'s 20 largest unsecured creditors
is available for free at:

          http://bankrupt.com/misc/txsb15-80399.pdf

A list of TrinityCare Senior Living, LLC's eight largest unsecured
creditors is available for free at:

          http://bankrupt.com/misc/txsb15-80400.pdf


UNI-PIXEL INC: Amends Q3 Form 10-Q to Add Disclosure
----------------------------------------------------
Uni-Pixel, Inc., filed with the Securities and Exchange Commission
an amendment no.1 to its quarterly report on Form 10-Q for the
quarterly period ended Sept. 30, 2015, that was filed with the SEC
on Nov. 2, 2015, to add disclosure in "Part II - Other Information
- Item 2.  Unregistered Sales of Equity Securities and Use of
Proceeds", which was inadvertently omitted from the Form 10-Q as
filed.

On July 31, 2015, the Company issued an aggregate of 84,558
unregistered restricted common shares to certain of its directors
and executive officers pursuant to its 2011 Stock Incentive Plan.
These restricted common shares were issued for no consideration as
part of the previously disclosed equity compensation of the
Company's directors and officers.  The restricted common shares are
subject to vesting, with 1/3rd vesting on July 31, 2016, 1/3rd
vesting on July 31, 2017, and 1/3rd vesting on July 31, 2018.

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

                       http://is.gd/Dusr9K

                       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.


UNIVERSITY GENERAL: Foundation Healthcare to Acquire Assets
-----------------------------------------------------------
Foundation HealthCare, Inc., on Nov. 10 disclosed that it has
signed an Asset Purchase Agreement, or APA, to acquire
substantially all of the assets of University General Hospital
(UGH).  UGH is a sixty-nine bed acute care hospital located near
the Texas Medical Center in Houston, Texas.  The Hospital, along
with its parent company, University General Health System, Inc.
(UGHS), filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in February 2015.  Foundation is purchasing UGH for
$33.0 million in the Bankruptcy Court approved sale.   Foundation
will hold a conference call on Thursday, November 12 at 4:30pm ET
to discuss the agreement.

In documents filed with the Bankruptcy Court, UGH reported net
revenues in excess of $70 million for 2014.  "UGH will be an
excellent addition to the Foundation family of physician-owned
hospitals," stated Foundation CEO, Stanton Nelson.  "The Foundation
team has a great track record in this market having developed,
built and managed seven ambulatory surgery centers and one surgical
hospital in the Houston area.  We expect the transaction to be
immediately accretive to our shareholders and look forward to
working with our many physician friends in the Houston market,"
added Nelson.

Hassan Chahadeh, M.D., chairman and CEO of UGHS added, "We are
excited about the prospects of UGH becoming part of Foundation's
hospital network. Foundation shares our vision of physician-owned
hospitals and provides a strong platform for UGH to continue
providing high quality and cost-effective healthcare services in a
personalized manner favored by physicians, patients and
employees."

"Foundation has reported $124.8 in net revenues for the twelve
months ended September 30, 2015. The scheduled closing date for the
UGH transaction is December 31, 2015," said Nelson.

Conference Call

Foundation's CEO Stanton Nelson, and CFO, Hugh King will host a
conference call, followed by a question and answer period:

Date: Thursday, November 12, 2015
Time: 4:30 p.m. Eastern time
Dial-In Number: (888) 348-6454

Via phone
Please dial the toll free number, 888-348-6454, at 4:30 p.m EST
(3:30 p.m. CST) and ask to join the Foundation HealthCare earnings
call. At the conclusion of the call, a replay will be available
until November 26, 2015. To access the replay of the call dial
877-870-5176 and provide the participant passcode 10076153.

Via webcast
The conference call will also be broadcast live at the investor
relations section of the Company's website at www.fdnh.com

                  About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling interests
in surgical hospitals located in Texas.  The Company also owns
noncontrolling interests in ambulatory surgery centers ("ASCs")
located in Texas, Oklahoma, Pennsylvania, New Jersey, Maryland and
Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management agreements.
Prior to Dec. 2, 2013, the Company's name was Graymark Healthcare,
Inc.

Foundation Healthcare reported a net loss attributable to the
Company common stock of $2.09 million on $101.9 million of revenues
for the year ended Dec. 31, 2014, compared to a net loss
attributable to the Company common stock of $20.4 million on $87.2
million of revenues in 2013.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had insufficient working capital as of Dec. 31, 2014, to
fund anticipated working capital needs over the next twelve
months.

                  About University General

University General Health System, Inc., with headquarters in
Houston, Texas, is a multi-specialty health care provider that
delivers concierge physician- and patient-oriented services.  UGHS
and its consolidated subsidiaries operate, amongst others, a
general acute care hospital, ambulatory surgical centers,
hyperbaric wound care centers, diagnostic imaging centers, physical
therapy centers, and senior living centers.

UGHS owns the University General Hospital, a 72-bed, general acute
care hospital in the heart of the Texas Medical Center in Houston,
Texas.

UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.  The
Debtor-affiliates are UGHS Autimis Billing, Inc., UGHS Autimis
Coding, Inc., UGHS ER Services, Inc., UGHS Hospitals, Inc., UGHS
Management Services, Inc., UGHS Support Services, Inc., University
General Hospital, LP, and University Hospital Systems, LLP.

The Debtors have tapped John F Higgins, IV, Esq., Aaron James
Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,
in Houston, Texas, as counsel. Upshot Services, LLC, is the claims
and noticing agent.

U.S. Trustee Judy A. Robbins formed a nine-member panel of
unsecured creditors in the Chapter 11 cases of the Debtors.



UTSTARCOM HOLDINGS: Shah Capital Reports 28.6% Stake as of Nov. 4
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Shah Capital Management, Inc. disclosed that as of Nov.
4, 2015, it beneficially owns 10,649,369 ordinary shares, par value
US$0.00375 per share, of UTStarcom Holdings Corp, representing 28.6
percent of the shares outstanding.  A copy of the regulatory filing
is available at http://is.gd/4qF70M

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom reported a net loss of $30.3 million in 2014, a net loss
of $22.7 million in 2013 and a net loss of $34.4 million in 2012.

As of June 30, 2015, the Company had $229.7 million in total
assets, $119.9 million in total liabilities and $109.8 million in
total equity.


VALEANT PHARMACEUTICAL: Moody's to Retain Ba3 CFR on Deleveraging
-----------------------------------------------------------------
Moody's Investors Service commented that Valeant Pharmaceutical
International Inc.'s focus on deleveraging is credit positive in
light of challenges facing its dermatology and hospital businesses.
In a conference call with analysts, the company reiterated that
its use of cash flow in the near term will be for debt repayment
and not share repurchases.  There is no impact on the existing
ratings including the Ba3 Corporate Family Rating and stable rating
outlook.

"Despite weaker sales in dermatology and neurology, Valeant's cash
flow will remain substantial, supporting management's commitment to
deleveraging," stated Michael Levesque, Moody's Senior Vice
President.



VIBE MICRO: Urges Florida Federal Court to Toss Racketeering Suit
-----------------------------------------------------------------
Dani Meyer at Bankruptcy Law360 reported that a man accusing Snell
& Wilmer LLP of conspiring with his former business partners to
bankrupt their payment terminal company urged a Florida federal
court to strike a bid by a former shareholder and officer to toss
the suit, accusing them of engaging in "gamesmanship" by improperly
filing their motion to dismiss.

Edward Mandel and his corporation Vibe Micro Inc. claimed on
Nov. 3, 2015, that Igor Shabanets and SIG Capital Inc. filed an
"unauthorized" motion to dismiss the suit late last month.


WEST CORP: S&P Assigns 'BB' Rating on $250MM Term Loan
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Omaha, Neb.-based West Corp.'s
proposed $250 million term loan B (TLB-11) due 2021.  The '2'
recovery rating indicates S&P's expectation for substantial
recovery (70%-90%; lower half of the range) of principal in the
event of payment default.  The company intends to use proceeds from
the loan to redeem its outstanding term loan B (TLB-9) due 2016.

The corporate credit rating on West Corp. remains at 'BB-' with a
stable outlook.  West Corp.'s "fair" business risk profile
assessment reflects the company's strong market position and good
geographic diversity within the competitive and fragmented
communication services market.  S&P views West Corp.'s financial
risk as "aggressive" based on its fairly high pro forma adjusted
leverage of 4.9x as of Sept. 30, 2015, which is in line with the
4x-5x range S&P associates with an "aggressive" financial risk
profile.  The stable rating outlook is based on S&P's expectation
that the company's leverage will decrease to the mid- to high-4x
area over the next 12 months due to modest EBITDA growth and debt
repayment.

RATINGS LIST

West Corp.
Corporate Credit Rating           BB-/Stable/--

New Ratings

West Corp.
$250 million term loan B
    (TLB-11) due 2021              BB
Recovery Rating                   2L



[*] Ballard Spahr Taps Paul E. Harner to Lead Restructuring in NY
-----------------------------------------------------------------
Paul E. Harner, who has served as lead counsel in some of the
nation's most significant restructurings, has joined Ballard Spahr
to lead the firm's restructuring practice in New York, firm Chair
Mark Stewart announced on Nov. 2, 2015.  Mr. Harner joins the firm
from the New York office of Latham & Watkins, where he was a
partner.

Mr. Harner -- who will be resident in Ballard Spahr's offices in
New York and Baltimore -- represents clients in bankruptcy cases,
out-of-court workouts, and litigation.  He has played a leading
role in landmark national and international corporate
restructurings, including Chapter 11 cases involving American
Airlines, Six Flags Entertainment, Nextel International, National
Century Financial Enterprises, Kmart Corporation, USG Corporation,
R.H. Macy & Co., and Federated Department Stores.



[*] Fitch Says U.S. Life Insurers Face Greater Corp Credit Risk
---------------------------------------------------------------
Fitch Ratings believes that the U.S. life insurance industry is
more exposed to corporate credit risk than it was prior to the
2008-2009 financial crisis, according to a special report released
today on the downward shift in credit quality of the U.S. life
insurance industry's investment grade corporate bond portfolio.

'In the next credit crisis, the U.S. life insurance industry is
more susceptible to rating migration due to the increased exposure
to corporate bonds,' said Julie Burke, Managing Director,
Insurance, Fitch Ratings.

The increased corporate exposure has lower credit quality and lower
liquidity characteristics on an absolute basis and relative to
regulatory capital than before the financial crisis.

Since the financial crisis, U.S. life companies have shifted their
bond holdings toward corporate securities and away from structured
securities. This was partially driven by a dearth of new issuance
in the structured space. Within the investment-grade space for
corporate securities, U.S. life insurers have moved down the rating
scale. The broad NAIC 1 category ('AAA' to 'A-') allocation fell to
53% of corporate bonds at year-end 2014 from 64% at year-end 2007,
while the NAIC 2 category ('BBB' category) allocation increased to
39% from 29% over that period. This translated to statutory capital
exposure to 'BBB' securities increasing to 170% from 120%.

Bonds that migrate to lower NAIC categories require higher capital
charges. Therefore, significant migration could cause material
declines in RBC ratios for U.S. life insurers. Further, if
securities are sold at a loss, or losses are deemed other than
temporary, the insurer must recognize the loss as a direct charge
to capital.



[*] Global Auto Sector Faces Long-Term Pressures, Moody's Says
--------------------------------------------------------------
The already challenging conditions in the global automotive
manufacturing industry will likely worsen over the long term, says
Moody's Investors Service.

"The industry is currently extremely cyclical, competitive, capital
intensive and burdened with excess capacity," said Bruce Clark, a
Moody's Senior Vice President.  "What's more, automotive
manufacturers face increasingly demanding fuel economy, emissions
and safety standards, which will require significant investments
from these companies."

The greatest credit risk for the sector is cyclicality,
particularly in the most profitable regional markets, including
North America, Europe, Japan and Latin America, according to the
report, "Increasing Risks in Global Auto Sector."  Down-cycles will
periodically hit every regional market.  China, now the largest
automotive market in the world, is also growing vulnerable to
slowdowns and will eventually see a cyclical contraction in sales.

"A key component of our assessment of an automotive issuer is its
ability to contend with such cycles, primarily through the breadth
of its geographic presence, a low breakeven operating model and a
strong liquidity position," added Clark.

Moody's expects the sector to face additional pressure from (1) the
uncertainty around the multiple technological paths that could be
pursued in order to achieve emission and fuel economy objectives;
(2) the need to incorporate a host of connectivity features into
vehicles; and (3) emerging competitors in the already crowded
market.


[*] Linklaters Strengthens NY Restructuring with Margot Schonholtz
------------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported that Linklaters LLP
has hired away from Willkie Farr & Gallagher LLP a creditor group
expert with a hand in many recent energy industry bankruptcies to
serve as its New York restructuring head, the firm said on Nov. 4,
2015.

Margot Schonholtz specializes in representing institutional
creditors, large lender groups and those groups' agents in
out-of-court restructurings, loan workouts and asset sales.  In
recent years, she has worked with major creditor factions in the
Chapter 11s of Sabine Oil and Gas Corp. and Samson Resources Corp.

In the firm's press release, Linklaters said that Ms. Schonholtz
has been elected as a partner in the firm's global Restructuring
and Insolvency (R&I) practice, based in New York.

Margot has more than 36 years of experience and is among an elite
group of practitioners specializing in representing leading
institutional creditors, agents to syndicated lending groups, and
large lender groups in major debt restructurings, complex loan
workouts, asset sale transactions and insolvency matters.

A copy of the press release is available for free at
http://is.gd/kWYrdJ


[*] Moody's Examines Chicago's Possible Pension Funding Paths
-------------------------------------------------------------
Moody's Investors Service released a scenario analysis of the City
of Chicago's (Ba1 negative) possible pension funding paths.  The
scenarios incorporate the city's recently adopted property tax
increase as well as the outcomes of two key decisions pending with
the State of Illinois (Baa1 negative) and the Illinois Supreme
Court.  The analysis indicates that, despite significantly
increasing its contributions to its pension plans, Chicago's
unfunded pension liabilities could grow, at a minimum, for another
ten years.

"Chicago's statutory pension contributions will remain insufficient
to arrest growth in unfunded pension liabilities for many years
under each scenario," Moody's AVP-Analyst Matthew Butler says in
the new report, "Chicago's Pension Roadmap: A Scenario Analysis."

The scenario that Moody's views as having the most positive credit
impact for Chicago consists of a favorable Illinois Supreme Court
decision, as the city's budget assumes, but state legislative
action that does not conform to the city's adopted plan.  Senate
Bill 777 has been passed by the Illinois General Assembly, but
requires the governor's approval to become law.  The bill lowers
Chicago's current statutory public safety pension contributions
relative to existing statute, granting the city more time to meet
statutory funding targets.  Without Senate Bill 777, the city's
2016 statutory pension contribution will be much higher than the
city has budgeted.

"This scenario is the most credit positive over the long term.
Although it would require larger pension contributions than
currently budgeted, the higher payments would achieve the slowest
and least extensive growth in unfunded liabilities among the four
scenarios," Butler says.

The city's adopted budget assumes the governor signs Senate Bill
777 and the Illinois Supreme Court reinstates PA 98-0641, the
latter of which would preserve benefit reform of Municipal and
Laborer pensions and reduce the plans' risk of insolvency.  While
the adopted budget notably increases the city's pension
contributions relative to prior years, the amounts contributed
under these assumptions could enable unfunded pension liabilities
to grow for up to 20 years.

Two other scenarios assume an unfavorable ruling from the Illinois
Supreme Court, which would raise the possibility of substantial
cost growth for the city over the next decade, with or without
Senate Bill 777.

"This would exert additional negative credit pressure on Chicago's
credit quality because it would likely remove all flexibility to
reduce unfunded liabilities through benefit reform and raise the
probability of plan insolvency," Butler says.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re The Red Fawn Banquets, Inc.
   Bankr. E.D. Mich. Case No. 15-55489
      Chapter 11 Petition filed October 22, 2015
         See http://bankrupt.com/misc/mieb15-55489.pdf
         represented by: Laura J. Eisele, Esq.
                         LAURA J. EISELE PLC
                         E-mail: leisele@ljelawfirm.com

In re Patroske Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 15-55490
      Chapter 11 Petition filed October 22, 2015
         See http://bankrupt.com/misc/mieb15-55490.pdf
         represented by: Laura J. Eisele, Esq.
                         LAURA J. EISELE PLC
                         E-mail: leisele@ljelawfirm.com

In re Donna Lee Rager
   Bankr. D. Ariz. Case No. 15-13897
      Chapter 11 Petition filed October 29, 2015

In re Olga Herrera
   Bankr. C.D. Cal. Case No. 15-13623
      Chapter 11 Petition filed October 29, 2015

In re Donald R. Willis
   Bankr. N.D. Ind. Case No. 15-12533
      Chapter 11 Petition filed October 29, 2015

In re Paradise Gypsum, LLC
   Bankr. D. Kan. Case No. 15-41106
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/ksb15-41106.pdf
         represented by: William H. Zimmerman, Jr., Esq.
                         ERON LAW, P.A.
                         E-mail: zim@eronlaw.net

In re William Thorner, DMD, PSC
   Bankr. E.D. Ky. Case No. 15-10332
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/kyeb15-10332.pdf
         represented by: Jamie L. Harris, Esq.
                         DELCOTTO LAW GROUP PLLC
                         E-mail: jharris@dlgfirm.com

In re Stardust Limousine, Inc.
   Bankr. D. Nev. Case No. 15-16153
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/nvb15-16153.pdf
         represented by: Corey B. Beck, Esq.
                         E-mail: becksbk@yahoo.com

In re 411 Rogers Ave LLC
   Bankr. E.D.N.Y. Case No. 15-44881
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/nyeb15-44881.pdf
         represented by: Morris Fateha, Esq.
                         LAW OFFICES OF MORRIS FATEHA, P.C.
                         E-mail: morrisfateha@aol.com

In re Grinner Properties LLC
   Bankr. N.D.N.Y. Case No. 15-31572
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/nynb15-31572.pdf
         represented by: Mary Lannon Fangio, Esq.
                         WHITELAW & FANGIO
                         E-mail: mary@fangiolaw.com

In re New Creators Inc. dba Sushi Sasabune NY
   Bankr. S.D.N.Y. Case No. 15-12899
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/nysb15-12899.pdf
         represented by: Arnold Mitchell Greene, Esq.
                         ROBINSON BROG LEINWAND GREENE
                         E-mail: amg@robinsonbrog.com

In re Subodh Kumar Thakur and Sangeeta Thakur
   Bankr. E.D.N.C. Case No. 15-05876
      Chapter 11 Petition filed October 29, 2015

In re Boulevard Entertainment Greenville, LLC
   Bankr. D.S.C. Case No. 15-05775
      Chapter 11 Petition filed October 29, 2015
         See http://bankrupt.com/misc/scb15-05775.pdf
         represented by: Robert A. Pohl, Esq.
                         POHL, P.A.
                         E-mail: robert@pohlpa.com

In re Lowell S. Slaydon
   Bankr. E.D. Va. Case No. 15-73710
      Chapter 11 Petition filed October 29, 2015

In re Filtermag International, Inc.
   Bankr. D. Ariz. Case No. 15-14001
      Chapter 11 Petition filed October 30, 2015
         See http://bankrupt.com/misc/azb15-14001.pdf
         represented by: Mark J. Giunta, Esq.
                         LAW OFFICE OF MARK J. GIUNTA
                         E-mail: markgiunta@giuntalaw.com

In re Delta Quad Holdings, LLC
   Bankr. D. Colo. Case No. 15-22133
      Chapter 11 Petition filed October 30, 2015
         filed Pro Se

In re Baucom Motors, LLC
   Bankr. M.D. Fla. Case No. 15-04807
      Chapter 11 Petition filed October 30, 2015
         See http://bankrupt.com/misc/flmb15-04807.pdf
         represented by: Jason A Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Keith Darnell Jones
   Bankr. N.D. Fla. Case No. 15-31087
      Chapter 11 Petition filed October 30, 2015

In re Miso Izakaya, LLC
   Bankr. N.D. Ga. Case No. 15-70871
      Chapter 11 Petition filed October 30, 2015
         represented by: Gregory M. Frassrand, Esq.
                         GREGORY M. FRASSRAND, LLC
                         E-mail: gfrassrandllc@hotmail.com

In re Golden Harvest Restaurant, LLC
   Bankr. N.D. Ga. Case No. 15-70877
      Chapter 11 Petition filed October 30, 2015
         represented by: Gregory M. Frassrand, Esq.
                         GREGORY M. FRASSRAND, LLC
                         E-mail: gfrassrandllc@hotmail.com

In re Ironmen, Inc.
   Bankr. W.D. La. Case No. 15-81196
      Chapter 11 Petition filed October 30, 2015
         See http://bankrupt.com/misc/lawb15-81196.pdf
         represented by: Thomas R. Willson, Esq.
                         E-mail: rocky@rockywillsonlaw.com

In re Hopewell Holdings, LLC
   Bankr. D. Md. Case No. 15-25122
      Chapter 11 Petition filed October 30, 2015
         See http://bankrupt.com/misc/mdb15-25122.pdf
         represented by: Colin James Casler, Esq.
                         COON & COLE, LLC
                         E-mail: cjc@cooncolelaw.com

In re ML Seafood Corp
   Bankr. E.D.N.Y. Case No. 15-44983
      Chapter 11 Petition filed October 30, 2015
         See http://bankrupt.com/misc/nyeb15-44983.pdf
         represented by: Kevin K Tung, Esq.
                         KEVIN KERVENG TUNG, P.C.
                         E-mail: ktung@kktlawfirm.com

In re Sandra L. Daulton
   Bankr. E.D.N.C. Case No. 15-05893
      Chapter 11 Petition filed October 30, 2015

In re Maria Angelica Alvarez
   Bankr. C.D. Cal. Case No. 15-15314
      Chapter 11 Petition filed October 30, 2015
         represented by: Michael R Totaro, Esq.
                         Totaro & Shanahan
                         E-mail: tsecfpacer@aol.com

In re Lourie Lanett Folland
   Bankr. E.D. Cal. Case No. 15-14274
      Chapter 11 Petition filed October 30, 2015
         represented by: Peter L. Fear, Esq.

In re Fabian Alfaro
   Bankr. C.D. Cal. Case No. 15-26830
      Chapter 11 Petition filed November 2, 2015

In re Grover Henry Colin Nix IV
   Bankr. C.D. Cal. Case No. 15-26855
      Chapter 11 Petition filed November 2, 2015

In re Donald Raymond Burnham and Alice Ann Burnham
   Bankr. M.D. Fla. Case No. 15-11110
      Chapter 11 Petition filed November 2, 2015

In re Wright Newman Duncan, Jr.
   Bankr. M.D. Ga. Case No. 15-52525
      Chapter 11 Petition filed November 2, 2015

In re Holwest VI LLC
   Bankr. N.D. Ga. Case No. 15-71131
      Chapter 11 Petition filed November 2, 2015
         represented by: Randal A. Mangham, Esq.
                         RANDAL AONZO MANGHAM, LLC

In re CRB Rental Properties, LLC
   Bankr. E.D. La. Case No. 15-12855
      Chapter 11 Petition filed November 2, 2015
         See http://bankrupt.com/misc/laeb15-12855.pdf
         represented by: Phillip K. Wallace, Esq.
                         PHILLIP K.WALLACE, PLC
                         E-mail: PhilKWall@aol.com

In re Bernard Sloane Glieberman
   Bankr. E.D. Mich. Case No. 15-55996
      Chapter 11 Petition filed November 2, 2015

In re Ron Starzyk Delivery Service, Inc.
   Bankr. E.D. Mich. Case No. 15-56020
      Chapter 11 Petition filed November 2, 2015
         See http://bankrupt.com/misc/mieb15-56020.pdf
         represented by: Edward J. Gudeman, Esq.
                         GUDEMAN & ASSOCIATES, P.C.
                         E-mail: ejgudeman@gudemanlaw.com

In re Bryan J White and Vicki L White
   Bankr. D. Nev. Case No. 15-16220
      Chapter 11 Petition filed November 2, 2015

In re Jack Ross Industries, LLC
   Bankr. D. Nev. Case No. 15-51491
      Chapter 11 Petition filed November 2, 2015
         See http://bankrupt.com/misc/nvb15-51491.pdf
         represented by: Kevin A. Darby, Esq.
                         DARBY LAW PRACTICE, LTD.
                         E-mail: kad@darbylawpractice.com

In re Kevin V. Garlasco
   Bankr. D.N.J. Case No. 15-30676
      Chapter 11 Petition filed November 2, 2015

In re David Sadek
   Bankr. D.N.J. Case No. 15-30685
      Chapter 11 Petition filed November 2, 2015

In re Davin Investments, Inc.
   Bankr. W.D. Penn. Case No. 15-24012
      Chapter 11 Petition filed November 2, 2015
         See http://bankrupt.com/misc/pawb15-24012.pdf
         filed Pro Se

In re Leoland McGuire & Associates, LLC dba Pruitt's Mortuary
   Bankr. S.D. Tex. Case No. 15-35786
      Chapter 11 Petition filed November 2, 2015
         See http://bankrupt.com/misc/txsb15-35786.pdf
         represented by: Nelson M Jones, III, Esq.
                         LAW OFFICE OF NELSON M. JONES III
                         E-mail: njoneslawfirm@aol.com

In re 1103 33rd Street LLC
   Bankr. W.D. Wash. Case No. 15-16523
      Chapter 11 Petition filed November 2, 2015
         See http://bankrupt.com/misc/wawb15-16523.pdf
         represented by: Charles A. Lyman, Esq.
                         SCHLEMLEIN GOETZ FICK & SCRUGGS, PLLC
                         E-mail: cal@soslaw.com

In re Tri-State Homes Of Tifton Inc.
   Bankr. M.D. Ga. Case No. 15-71275
      Chapter 11 Petition filed November 3, 2015
         See http://bankrupt.com/misc/gamb15-71275.pdf
         represented by: Kenneth W. Revell, Esq.
                         ZALKIN REVELL, PLLC
                         E-mail: krevell@zalkinrevell.com

In re Michael P. Healey D.D.S, P.C.
   Bankr. N.D. Ga. Case No. 15-71305
      Chapter 11 Petition filed November 3, 2015
         See http://bankrupt.com/misc/ganb15-71305.pdf
         represented by: Howard D. Rothbloom, Esq.
                         THE ROTHBLOOM LAW FIRM
                         E-mail: howard@rothbloom.com

In re Stacey Darnella Abena Morton
   Bankr. N.D. Ill. Case No. 15-37589
      Chapter 11 Petition filed November 3, 2015

In re Allen L. Tyler and Charrie L. Tyler
   Bankr. D. Md. Case No. 15-25289
      Chapter 11 Petition filed November 3, 2015

In re Leah M Gansler
   Bankr. D. Md. Case No. 15-25311
      Chapter 11 Petition filed November 3, 2015

In re Chatterbox Enterprises Highland, Inc.
   Bankr. D. Minn. Case No. 15-33921
      Chapter 11 Petition filed November 3, 2015
         See http://bankrupt.com/misc/mnb15-33921.pdf
         represented by: Steven B Nosek, Esq.
                         STEVEN B. NOSEK, P.A.
                         E-mail: snosek@noseklawfirm.com

In re Luxury Marketing Inc
   Bankr. E.D.N.Y. Case No. 15-74689
      Chapter 11 Petition filed November 3, 2015
         See http://bankrupt.com/misc/nyeb15-74689.pdf
         represented by: Roman Akopian, Esq.
                         AKOPIAN LLC
                         E-mail: romanakopian.law@gmail.com

In re Diesel Fuel Injection Service, Inc.
   Bankr. S.D. Tex. Case No. 15-10419
      Chapter 11 Petition filed November 3, 2015
         See http://bankrupt.com/misc/txsb15-10419.pdf
         represented by: Richard S Hoffman, Esq.
                         LAW OFFICE OF RICHARD S. HOFFMAN
                         E-mail: rhoff88302@aol.com



                            *********

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,
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Editors.

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

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are $25 each.  For subscription information, contact Peter A.
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