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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, November 13, 2015, Vol. 19, No. 317

                            Headlines

ACELITY LP: Moody's Cuts Corporate Family Rating to B3
ALEXZA PHARMACEUTICALS: Incurs $5.43 Million Net Loss in Q3
ALPHA NATURAL: Seeks to Stop Paying Blankenship's Legal Fees
AMERICAN AXLE: Vanguard Group Reports 10% Stake as of Oct. 31
ARCH COAL: $24,000 in Claims Switched Hands in July 2015

BAYOU TALLA: Voluntary Chapter 11 Case Summary
CAESARS ENTERTAINMENT: Watchdog Seeks to Slow Down Restructuring
COLT DEFENSE: Panel Wants Solicitation Package to Include Objection
DOVER DOWNS: Posts $826,000 Net Earnings for Third Quarter
EASTERN LIVESTOCK: Trustee Loses Clawback Suit Against Gary Krantz

ELBIT IMAGING: Announces Notes Buyback
ELBIT IMAGING: Plaza Extraordinary Meeting Set for Dec. 17
ENERGY FUTURE: 16 Plan Objections Unresolved as of Oct. 31
ENERGY FUTURE: Defends Litigation Claims Settlement
ENERGY FUTURE: Fidelity Management Backs Exit Plan

ENERGY FUTURE: Kaye Scholer, Gellert File Rule 2019 Statement
ENERGY FUTURE: TCEH Committee, Lenders Support Plan Confirmation
ENERGY FUTURE: Wants UST Objections to Plan Releases Overruled
ENTERGY RHODE: Moody's Rates Senior Secured Credit Facilities Ba3
ESSAR STEEL: Moody's Withdraws Caa3 Corporate Family Rating

FIRST DATA: Prices $3.2 Billion of Senior Secured Notes
FONTAINEBLEAU LAS VEGAS: Carl Icahn Looking to Sell Casino
FREEDOM COMMUNICATIONS: Tribune Offers $3M to Fund Bankr. Case
GRIDWAY ENERGY: Wants Until Jan. 4 to Remove Actions
HALCON RESOURCES: Announces Third Quarter 2015 Results

HAWAIIAN TELCOM: Moody's Rates New First Lien Term Loan B1
JAMES DOUGLAS THOMAS: HIT's Administrative Claim Denied
JJS CHEVRON: Case Summary & 8 Largest Unsecured Creditors
KMART CORP: Landlord's Causes Of Action Dismissed
LEAR CORP: Moody's Hikes Senior Unsecured Notes Rating to Ba1

MCCLATCHY CO: Incurs $1.14 Million Net Loss in Third Quarter
MIDSTATES PETROLEUM: Incurs $495-Mil. Net Loss in Third Quarter
MILLENNIUM HEALTH: Moody's Affirms 'Ca' Corporate Family Rating
MILLENNIUM LAB: Files Prepackaged Plan of Reorganization
MILLENNIUM LAB: Seeks Joint Administration of Cases

MILLENNIUM LAB: Taps Prime Clerk as Claims and Noticing Agent
MORNINGSTAR MARKETPLACE: Directed to File 4th Cash Use Stipulation
NEWZOOM INC: Terms to Compromise DIP Loan Controversy Okayed
PARALLEL ENERGY: Sets Deadlines for Filing Proofs of Claim
PATRIOT COAL: $98,000  in Claims Transferred in October 2015

PITTSBURGH GLASS: S&P Retains 'B+' Rating on $360MM Sr. Notes
PRIMERA ENERGY: Patek's Application For Prelim. Injunction Denied
PROFESSIONAL FACILITIES: Sleepy's Right to Jury Trial Deemed Waived
QUAD/GRAPHICS INC: S&P Affirms 'BB-' CCR & Revises Outlook to Neg.
QUIKSILVER RESOURCES: Final DIP Financing Order Entered

QUIKSILVER RESOURCES: PSA Has Jan. 29 Plan Approval Deadline
QUIRKY INC: Wants to Hire Klestadt Winters as Conflicts Counsel
ROCK AIRPORT: Ferrones's Suit vs. Clark Hill Remanded
RREAF O&G: Judge Dismisses Spectrum Bid to Lift Stay
STELLAR BIOTECHNOLOGIES: Commences Trading on NASDAQ

THOMAS FRANCIS YOUNG: Appeal Recommended for Dismissal
TLC HEALTH: Hearing on Cash Collateral Continued Until Dec. 21
TOLT INTERMEDIATE: Moody's Assigns 'B3' Corporate Family Rating
TOLT INTERMEDIATE: Moody's Assigns B3 Corporate Family Rating
[*] Moody's Says School Districts Can Experience Credit Pressure

[^] BOOK REVIEW: Lost Prophets -- An Insider’s History

                            *********

ACELITY LP: Moody's Cuts Corporate Family Rating to B3
------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Acelity L.P. Inc. to B3 from B2. Moody's also downgraded
the ratings on the company's second lien notes to Caa1 from B3 and
senior unsecured notes to Caa2 from Caa1. The Ba3 rating on the
company's first lien term loans and revolving credit facility were
affirmed. However, given Acelity's current capital structure, if
the company was to add incremental senior secured debt, the ratings
on these instruments would likely be downgraded to B1.
Concurrently, Moody's lowered Acelity's Speculative Grade Liquidity
rating to SGL-4 from SGL-2. The rating outlook is stable.

The downgrade of Acelity's Corporate Family Rating reflects Moody's
expectation that it will be difficult for the company to
meaningfully reduce its very high financial leverage. Despite
moderate underlying growth, headwinds, including the potential
negative impact of competitive bidding and the re-entrance of Smith
and Nephew's competitive product in the negative pressure wound
therapy segment, will constrain EBITDA growth. While the company
has indicated its intent to raise equity and reduce leverage
through an initial public offering, the timing and extent of debt
repayment from such an event is uncertain, particularly given
current market volatility. Moody's also expects that the company
will continue to pursue tuck-in acquisitions to supplement organic
growth. The downgrade also reflects Moody's belief that the
company's liquidity position will weaken as a result of
considerable cash requirements in the near term, including
continued litigation settlement payments, high interest costs as
well as upcoming debt maturities.

The lowering of Acelity's Speculative Grade Liquidity Rating to
SGL-4 (weak liquidity) reflects the stress on the company's
liquidity position resulting from near term maturities. Acelity's
cash flow and available cash will not be sufficient to fund the
upcoming maturity of the company's $313 million term loan in
November 2016. Acelity also faces the expiration of its $200
million revolving credit facility in November 2016 eliminating
alternate sources of external liquidity. Should the company address
these refinancing needs prior to the maturity dates, the SGL rating
would likely be upgraded.

The following summarizes Moody's rating actions:

Issuer: Acelity L.P. Inc. .

Ratings downgraded:

Corporate Family Rating, to B3 from B2

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

Senior Secured (second lien) Regular Bond/Debenture, to Caa1, LGD 5
from B3, LGD 5

Senior Unsecured Regular Bond/Debenture, to Caa2, LGD 6 from Caa1,
LGD 6

Ratings lowered:

Speculative Grade Liquidity Rating, to SGL-4 from SGL-2

Ratings affirmed:

Senior Secured Revolver Credit Facility, at Ba3, LGD 2

Senior Secured Term Loans, at Ba3, LGD 2

The rating outlook is stable

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Acelity's very high
financial leverage, limited free cash flow and modest interest
coverage. Moody's does not expect a meaningful reduction in
leverage in the near-term as the company is facing challenges in
its core negative pressure wound therapy franchise and is still
required to make significant cash outlays related to litigation
settlements. The ratings also reflect Acelity's considerable scale
and the strong market presence of its Vacuum Assisted Closure
(V.A.C.) products. The ratings are also supported by the company's
healthy margins and the expectation that growth in newer product
offerings will help offset headwinds in the V.A.C. business.

The stable outlook reflects the expectation that Acelity will be
able to maintain earnings levels despite headwinds from
reimbursement issues and competitive pressures. However, even if
the company addresses the near term maturity of a portion of its
outstanding term loan and expiration of its revolver, leverage will
remain very high. This is due to the significant amount of funded
debt, high interest costs and material ongoing litigation
settlement payments.

Moody's could upgrade Acelity's ratings if liquidity improves and
leverage is meaningfully reduced. Moody's would view the
elimination of the refinancing risk associated with upcoming
maturities as a significant step in improving liquidity. In
addition, debt to EBITDA would need to approach 6.0 times before
Moody's would consider an upgrade.

Moody's could downgrade the ratings if refinancing needs are not
addressed well prior to the maturity dates, or competitive or
pricing/reimbursement pressures result in material top-line
deterioration or margin contraction. The ratings could also be
downgraded if liquidity weakens further.
Headquartered in San Antonio, Texas, Acelity is a global medical
technology company with leadership positions in advanced wound care
and regenerative medicine. Acelity reported revenues of
approximately $1.9 billion for the twelve months ended September
30, 2015. Acelity is owned by a private equity consortium,
including Apax Partners and affiliates of the Canada Pension Plan
Investment Board and Public Sector Pension Investment Board.



ALEXZA PHARMACEUTICALS: Incurs $5.43 Million Net Loss in Q3
-----------------------------------------------------------
Alexza Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $5.43 million on $1.77 million of total revenue for the
three months ended Sept. 30, 2015, compared to a net loss of $13.3
million on $457,000 of total revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $18.3 million on $4.35 million of total revenue
compared to a net loss of $30.02 million on $4.10 million of total
revenue for the same period a year ago.

As of Sept. 30, 2015, the Company had $26.2 million in total
assets, $95.1 million in total liabilities and a $68.8 million
total stockholders' deficit.

"We continue our efforts to increase the value of ADASUVE, our
pipeline, and of Alexza," said Thomas B. King, president and CEO of
Alexza Pharmaceuticals.  "In the last six months, we have moved to
decrease our costs, reposition our management team, secure
financing and have engaged Guggenheim to explore strategic
options."

King continued, "We concluded our near term ADASUVE commercial
manufacturing in August, having successfully produced more than
110,000 units in our 2015 production campaign.  Following this
work, we suspended our commercial manufacturing operations and
expect to realize significant cost savings beginning in the fourth
quarter."

King concluded, "We recently announced our plans to reacquire the
ADASUVE U.S. commercial rights from Teva.  We continue to remain
confident in the long-term commercial prospects for ADASUVE and
over the course of the next few months, we will evaluate all of our
options and pursue the strategy that we believe will allow us to
maximize value for our stockholders."

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

                         http://is.gd/9jeN8P

                             About Alexza
  
Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc.  In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation.  In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.

The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.

Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014
compared to a net loss of $39.6 million in 2013.

Ernst & Young LLP, in Redwood City, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


ALPHA NATURAL: Seeks to Stop Paying Blankenship's Legal Fees
------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that Alpha Natural Resources Inc. is attempting to avoid
paying legal fees for Don Blankenship, the former chief executive
of Massey Energy, which it acquired in 2011.

According to the report, Mr. Blankenship is currently on trial for
felony violations at a West Virginia mine where in 2010 an
explosion killed 29 miners.

                       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.


AMERICAN AXLE: Vanguard Group Reports 10% Stake as of Oct. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, The Vanguard Group disclosed that as of Oct. 31, 2015,
it beneficially owned 7,607,115 shares of common stock of American
Axle & Manufacturing Holdings Inc. representing 10% of the shares
outstanding.  

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 161,135 shares or
.21% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of 10,700 shares
or .01% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.

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

                       http://is.gd/3KhdRo

                       About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

As of Sept. 30, 2015, the Company had $3.39 billion in total
assets, $3.17 billion in total liabilities, and $227 million in
total stockholders' equity.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 1, 2014, Fitch Ratings had
upgraded the Issuer Default Ratings (IDRs) of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'.  The
upgrade of the IDRs for AXL and AAM is supported by the
fundamental improvement in the drivetrain and driveline supplier's
credit profile over the past several years.


ARCH COAL: $24,000 in Claims Switched Hands in July 2015
--------------------------------------------------------
In the Chapter 11 cases of Caesars Entertainment Operating Company,
Inc., et al., one claim switched hands in July 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
Academy Express LLC         LMT Transportation         $24,225

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


BAYOU TALLA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Bayou Talla Fellowship
        18555 Highway 43
        Kiln, MS 39556

Case No.: 15-51858

Chapter 11 Petition Date: November 11, 2015

Court: United States Bankruptcy Court
       Southern District of Mississippi
      (Gulfport-6 Divisional Office)

Judge: Hon. Katharine M. Samson

Debtor's Counsel: Craig M. Geno, Esq.
                  LAW OFFICES OF CRAIG M. GENO, PLLC
                  587 Highland Colony Pkwy.
                  Ridgeland, MS 39157
                  Tel: 601 427-0048
                  Fax: 601-427-0050
                  Email: cmgeno@cmgenolaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Justus Froman, pastor.

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


CAESARS ENTERTAINMENT: Watchdog Seeks to Slow Down Restructuring
----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that Caesars Entertainment Operating Co.'s bid to move
forward with its restructuring is premature and unlikely as long as
an investigation into major asset transfers remains unresolved,
according to the casino company's creditors and the federal
government.

According to the report, in court papers filed Nov. 10, several
creditor groups and a Justice Department bankruptcy watchdog urged
a judge to deny CEOC's request for a crucial court hearing on its
disclosure statement -- the document outlining its plan to slash
some $10 billion of its $18 billion debt load -- to be held by late
January.

                About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


COLT DEFENSE: Panel Wants Solicitation Package to Include Objection
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Colt Holding Company, LLC, et al., asks the Bankruptcy
Court to approve its solicitation letter and the letter's inclusion
in the plan solicitation package that the Debtors are sending to
creditors.

The Debtors have proposed a plan of reorganization premised on a
$50 million exit financing facility from private-equity owner
Sciens Capital Management, LLC, Fidelity National Financial Inc.,
Newport Global Advisors LP, and certain other lenders.

For the Creditors Committee, the Plan represents just another in a
series of actions in the cases orchestrated by the Debtors'
sponsor, Sciens Capital, and landlord, NPA Hartford LLC, to retain
control over the Debtors, obtain releases and to other wise benefit
themselves at the expense of the Debtors' other unsecured
creditors.  According to the Committee, it was excluded by the
Debtors from negotiations regarding the formulation of the
Restructuring Support Agreement and the Plan -- despite the Court's
admonition that the RSA parties include the Committee in Plan
negotiations -- and instead focused on garnering the support of
institutional bondholders.

In the Committee's view, the Plan is not confirmable because, among
other things, it was proposed in bad faith, inappropriately
releases claims against various insiders (and other parties),
violates the best interest of creditors test, improperly classifies
claims, and fails to provide similar treatment to similarly
situated creditors.

The Committee believes it is critical that the Solicitation Letter,
which describes the Committee's recommendation with respect to the
Plan, be included in the solicitation package to be sent to holders
of claims in the voting classes.  The Solicitation Letter briefly
describes the background of the Debtors' cases, the underlying
basis for the Debtors' Plan, and, in general terms, the reasons why
the Committee does not support the Plan.  The Committee believes
that inclusion of the Solicitation Letter in the Solicitation
Package is the fairest, most efficient and transparent way to
present the Committee's views on the Plan to unsecured creditors.

The Official Committee of Unsecured Creditors is represented by:

          Domenic E. Pacitti, Esq.
          Richard M. Beck, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          919 Market Street, Suite 1000
          Wilmington, DE 19801-3062
          Tel: (302) 426-1189
          Fax: (302) 426-9193
          E-mail: dpacitti@klehr.com
                  rbeck@klehr.com

               - and -

          David M. Posner, Esq.
          Shane G. Ramsey, Esq.
          KILPATRICK TOWNSEND & STOCKTON LLP
          The Grace Building
          1114 Avenue of the Americas
          New York, NY 10036-7703
          Tel: (212) 775-8764
          Fax: (212) 658-9523
          E-mail: dposner@kilpatricktownsend.com
                  sramsey@kilpatricktownsend.com

               - and -

          Todd C. Meyers, Esq.
          KILPATRICK TOWNSEND & STOCKTON LLP
          1100 Peachtree Street NE, Suite 2800
          Atlanta, GA 30309-4528
          Tel: (404) 815-6482
          Fax: (404) 541-3307
          E-mail: tmeyers@kilpatricktownsend.com

                        About Colt Defense

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

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

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

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

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

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

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

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

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

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

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

                           *     *     *

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

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



DOVER DOWNS: Posts $826,000 Net Earnings for Third Quarter
----------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net earnings of $826,000 on $47.2 million of revenues
for the three months ended Sept. 30, 2015, compared to net earnings
of $699,000 on $48.0 million of revenues for the same period a year
ago.

For the nine months ended Sept. 30, 2015, the Company recorded net
earnings of $1.10 million on $136.83 million of revenues compared
to a net loss of $190,000 on $139.67 million of revenues for the
same period last year.

As of Sept. 30, 2015, the Company had $176 million in total assets,
$62.05 million in total liabilities and $114 million total
stockholders' equity.

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

                        http://is.gd/XW0Yyg

                         About Dover Downs

Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region.  Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker.  The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space.  Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season.  Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops.  Visit http://www.doverdowns.com/       

Dover Downs reported a net loss of $706,000 in 2014, compared to
net earnings of $13,000 in 2013.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's credit facility
expires on Sept. 30, 2015, and at present no agreement has been
reached to refinance the debt, which raises substantial doubt about
the Company's ability to continue as a going concern.


EASTERN LIVESTOCK: Trustee Loses Clawback Suit Against Gary Krantz
------------------------------------------------------------------
James A. Knauer, Chapter 11 Trustee for Eastern Livestock Co., LLC,
brought an adversary proceeding against Gary Krantz regarding
payment for certain livestock delivered on or about October 15,
2010.  The Trustee alleged preferential or fraudulent transfers
under Sections 547 and 548 and sought recovery under section 550.
Krantz filed an Amended Motion for Summary Judgment on June 19,
2014, and was fully briefed on January 6, 2015.

In an October 28, 2015 judgment available at http://is.gd/sBHuJk
and an order available at http://is.gd/62D6cBfrom Leagle.com,
Judge Basil H. Lorch III of the United States Bankruptcy Court,
S.D. Indiana, New Albany Division, entered judgment in favor of Mr.
Krantz and against the Trustee on all counts of the Complaint.

The adversary proceeding is JAMES A. KNAUER, CHAPTER 11 TRUSTEE FOR
EASTERN LIVESTOCK CO., LLC., Plaintiff, v. GARY KRANTZ, Defendant,
ADV. NO. 12-59052 (Bankr. S.D. Ind.).

The bankruptcy case is In re: EASTERN LIVESTOCK CO., LLC, Debtor,
CASE NO. 10-93904-BHL-11 (Bankr. S.D. Ind.).

James A. Knauer, Trustee, Plaintiff, represented by Jay P. Kennedy,
Esq. -- JKennedy@kgrlaw.com -- Kroger Gardis & Regas, Amanda
Dalton Stafford, Esq. -- ads@kgrlaw.com -- Kroger, Gardis & Regas,
LLP, Jennifer Watt, Esq. -- JWatt@kgrlaw.com -- Kroger, Gardis &
Regas, LLP.

Gary Krantz, Defendant, represented by Andrew T. Kight, Esq. --
akight@taftlaw.com -- Taft, Stettinius & Hollister LLP.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an order for relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Court has confirmed the first amended plan of liquidation
filed by James A. Knauer, Chapter 11 trustee.  The Plan is
premised on the approval of a settlement reached between the
Chapter 11 Trustee and Fifth Third Bank settling the estate's
claims against Fifth Third in consideration of Fifth Third
agreeing to accept a pro rata charge and assessment of reasonable
administrative fees and expenses against its collected collateral
and the contribution of 10% of its collected collateral to the
payment of Allowed Class 4 Claims of general unsecured creditors.
The trustee has estimated that the Settlement may result in an
approximate 25% return to general unsecured creditors while
contributing to funding the Chapter 11 Case to allow the trustee
to continue collecting assets for distribution.


ELBIT IMAGING: Announces Notes Buyback
--------------------------------------
Elbit Imaging Ltd. announced that repurchases of Series H Notes was
executed since the Oct. 12, 2015, to Nov. 5, 2015:

   Note:                            Series H
   Acquiring Corporation:           Elbit Imaging Ltd.
   Quantity purchased (Par value):  22,115,044
   Weighted average price:          90.40
   Total amount paid(NIS):          19,991,937   

                        About Elbit Imaging

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

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

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

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

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


ELBIT IMAGING: Plaza Extraordinary Meeting Set for Dec. 17
----------------------------------------------------------
Elbit Imaging Ltd. announced that Plaza Centers N.V. will convene
an extraordinary general meeting on Dec., 17, 2015, at 10:30 (CET),
at the Park Plaza Victoria Hotel Amsterdam, Damrak 1-5, 1012, LG
Amsterdam, the Netherlands.

                        About Elbit Imaging

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

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

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

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

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


ENERGY FUTURE: 16 Plan Objections Unresolved as of Oct. 31
----------------------------------------------------------
Energy Future Holdings Corp., et al., say their Fifth Amended Joint
Plan of Reorganization should be confirmed as it satisfies each of
the requirements of the Bankruptcy Code.

The Debtors say the Plan gives each of the creditors their legal
entitlements -- as demonstrated by the overwhelming consent of
every voting class or the promise to deliver non-voting classes a
full recovery on their claims.  And it provides each of the 71
Debtors, their thousands of employees, and the millions of
customers that rely on them, closure and the promise of keeping the
lights on in Texas.  

The Debtors filed the voting report on Oct. 30, 2015.  All of the
impaired classes of claims and interests entitled to vote --Classes
B9, C3, C4, and C5 -- voted to accept the Plan, exclusive of any
acceptance by insiders.   The only voting series of debt with
impaired objecting creditors, the PCRBs, voted by 78.0% in number
and 30.5% by amount to accept the Plan.  Thus, there is an impaired
consenting class of claims at each Debtor with a class of impaired
non-insider claims.  Accordingly, the Debtors aver that the Plan
satisfies the requirements of Section 1129(a)(10) of the Bankruptcy
Code.

                         Resolved Objections

The Debtors have resolved six Plan Objections that were filed by
Alcoa, Inc.; Oracle America, Inc.; the Texas Ad Valorem Taxing
Jurisdictions; the Texas Taxing Entities; the Local Texas Tax
Authorities; and Fireman's Fund Insurance Company.  Further, the
parties have agreed to defer litigation of the Marathon Objection
pending discussions regarding the potential resolution of that
Objection.  In addition, the Debtors resolved the informal
objections received from the Internal Revenue Service, the Pension
Benefit Guaranty Corporation, and the Texas Comptroller.  Finally,
the Debtors have resolved three assumption and cure objections
filed by TXU 2007-1 Railcar Leasing LLC; Salesforce.com, Inc.; and
Aetna Inc. and AetnaLife Insurance Company.  

The Debtors intend to file a revised Plan to effectuate resolutions
of objections and implement language clarifications. The
modifications to the Plan agreed to so far by the Debtors either do
not materially and adversely affect the recoveries of the holders
of claims and interests or, to the extent such modifications
materially and adversely affect such holders, they have accepted
the modifications in writing.

                      Outstanding Objections

As of Oct. 31, 2015, sixteen Plan Objections remained outstanding.

According to the Debtors, the Objectors are not burdened by the
fact that more than 95% of the Debtors' $42 billion capital
structure has either consented to or is unimpaired under the Plan.
They essentially fall into three camps: first, the EFH Committee;
second, a series of unimpaired creditors debating exactly what it
means to be unimpaired; and, third, a series of creditors that
raise parochial issues that the Court must decide but are not fatal
to confirmation.

"The EFH Committee's Objection is a chapter 11 science project --
it cobbles together out-of-context theories and case cites to
create a Kafkaesque interpretation of the Bankruptcy Code that
would effectively make confirmation of any complex case impossible.
Examples of its more creative legal "principles" include:
widespread fiduciary duty violations in chapter 11 that are cured
only by plan vote; a specific performance requirement for all
financial contracts under plans; a requirement that consummation
occur nearly immediately upon confirmation; artificial
"unimpairment"; an absolute priority rule for unimpaired creditors;
and violations of "synthetic exclusivity," counsel to the Debtors,
Richard Levin, Esq., at Stevens & Lee, P.C., argues.

"Yet the Objection hits its nadir when it comes to -- and, in
particular, the baseless allegations related to -- fiduciary duties
and good faith.  The EFH Committee apparently believes it is wrong,
or improper, for directors and officers of the Debtors to expect
closure from the chapter 11 cases.  And that pursuing this
justifies endless litigation or, much worse, personal attacks on
individuals whose entire lives demonstrate exceptional achievement,
service, and integrity.  The EFH Committee is wrong: a "fresh
start" is the cardinal principle of the Bankruptcy Code, not an
epithet.  The evidence will show, as it only could, that the
Debtors, their directors, officers, and employees, and many of
their stakeholders worked tirelessly to develop consensus around a
value-maximizing plan of reorganization.  And they succeeded.   The
unfounded attacks of the EFH Committee on this subject deserve
nothing but firm reprimand."

"The crux of the remainder of the EFH Committee's Objection is that
it is inappropriate for this Court to approve a Plan where, as
here, there is delay and uncertainty between confirmation and the
effective date.  This theory fails for several reasons.  First, any
restructuring of these Debtors would involve a complex regulatory
process and it is impossible to conclude -- or in certain
instances, begin -- that process before confirmation.  There is
nothing speculative about the proposal in front of the
regulators—to the contrary, the Plan Sponsors have consummated
this form of transaction before and have put their reputations,
their most valuable commodity, on the line.  Second, the record has
shown and will show that the remedies that the Debtors have under
the Plan are (a) preferable from the Debtors' perspective to
traditional M&A remedies and (b) create the right incentives for
the buyers.  Feasibility does not preclude confirmation of this
Plan."

Mr. Lein adds that another series of Objections come from various
indenture trustees that quibble with the meaning of unimpairment
under the Bankruptcy Code.

"The trustees effectively argue that (a) indentures are instruments
that survive post-bankruptcy until every avenue of appeal has been
exhausted and (b) it is the Debtors' obligation under the
Bankruptcy Code to clearly develop a remedy on appeal. Both these
arguments fail.  The Bankruptcy Code could not be clearer that the
discharge upon confirmation, as well as any order of the Bankruptcy
Court, unless stayed, is immediately enforceable.  That stay can
come, among other ways, through statute -- Bankruptcy Rule 6004(h),
for example -- or through injunctive relief, such as a "stay
pending appeal" -- a mechanism whose title provides very clear
direction to these indenture trustees about what they must do here.
It is not the case that these trustees can effectively ignore
orders of this Court until their appellate avenues are exhausted.
And it is not the Debtors' burden to identify and craft appellate
remedies for these parties. Their rights to appeal any order are
fully preserved, and the burden is on them -- not the Bankruptcy
Court or the Debtors -- to demonstrate to the appellate court that
there is a party from whom they can equitably obtain relief."

According to Mr. Levin, the remaining Objections raise a number of
technical bankruptcy issues, all of which are addressed by the
Debtors and none of which is fatal to confirmation.  

Accordingly, the Debtors contend that the Court should overrule the
Objections and confirm the Plan.

A copy of the Debtors' reply to the objections to confirmation
filed Oct. 31, 2015, is available for free at:

  http://bankrupt.com/misc/Energy_F_6817_Reply_Plan_Objections.pdf

A copy of the Debtors' summary of its responses to the objections
to the Plan filed Oct. 31, 2015:

  http://bankrupt.com/misc/Energy_F_6819_Summ_Resp_Obj.pdf

A copy of the Debtors' memorandum in support of confirmation of the
Plan filed Oct. 23, 2015, is available for free at:

  http://bankrupt.com/misc/Energy_F_6647_Memo_Plan.pdf

                      The Reorganization Plan

The Debtors' Plan of Reorganization, as amended, contemplates a
tax-free spinoff of Texas Competitive Electric Holdings Company LLC
(TCEH), and an injection of approximately $7 billion of equity
capital and approximately $5 billion of debt to finance a tax-free
merger of reorganized EFH Corp., which new capital would fund the
payoff of E-side claims.  In addition to enjoying broad support
among T-side creditors, the Plan contemplates payment in full of
all allowed E-side claims.  In connection with consummation of the
merger, Oncor would be restructured to permit the surviving company
to convert to a REIT.  

Under the Plan, Energy Future's 80% stake in Oncor Electric
Delivery Company LLC is to be taken over by a consortium of
investors, including an affiliate of Hunt Consolidated Inc.,
Anchorage Capital Group, Arrowgrass Capital Partners, BlackRock,
Centerbridge Partners, the Blackstone Group's GSO Capital Partners
LP, Avenue Capital Group and the Teacher Retirement System of
Texas.

The Debtors have obtained approval of a Plan Support Agreement.
The PSA is a key element of the comprehensive settlement reached
between the Debtors and the key TCEH creditors, who are parties to
the PSA.  The PSA may be terminated if the Plan is not confirmed
(at least orally) by Jan. 15, 2016.

On Aug. 10, 2015, the Debtors filed a motion to approve a
Settlement Agreement that includes a global settlement and release
of litigation claims.  The settlement removes the cloud of
potential litigation that has loomed over the Chapter 11 cases for
the past year and a half, and is a condition of confirmation of the
Plan.

On Sept. 21, the Debtors -- after negotiations with various
creditor groups and third-parties regarding the plan -- filed a
Fifth Amended Joint Plan of Reorganization and a disclosure
statement for the Fifth Amended Plan.

Copies of the Fifth Amended Plan and September Disclosure Statement
are available for free at:

                     http://is.gd/Tf4yAn
                     http://is.gd/3sCGNT

The Debtors' attorneys:

          Mark D. Collins, Esq.
          Daniel J. DeFranceschi, Esq.
          Jason M. Madron, Esq.
          Joseph C. Barsalona II, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          920 North King Street
          Wilmington, Delaware 19801
          Telephone: (302) 651-7700
          Facsimile: (302) 651-7701
          E-mail: collins@rlf.com  
                  defranceschi@rlf.com
                  madron@rlf.com
                  barsalona@rlf.com

                  - and -

          Edward O. Sassower, Esq.
          Stephen E. Hessler, Esq.
          Brian E. Schartz, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900
          E-mail: edward.sassower@kirkland.com
                  stephen.hessler@kirkland.com
                  brian.schartz@kirkland.com

                  - and -
  
          James H.M. Sprayregen, Esq.  
          Marc Kieselstein, Esq.
          Chad J. Husnick, Esq.
          Steven N. Serajeddini, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200
          E-mail: james.sprayregen@kirkland.com
                  marc.kieselstein@kirkland.com
                  chad.husnick@kirkland.com
                  steven.serajeddini@kirkland.com

Energy Future Holdings Corp.'s attorneys:

          David M. Klauder, Esq.
          O'KELLY ERNST & BIELLI, LLC
          901 N. Market Street, Suite 1000
          Wilmington, DE 19801
          Telephone: (302) 778-4000
          Facsimile: (302) 295-2873
          E-mail: dklauder@oeblegal.com

                  - and -

          Jeff J. Marwil, Esq.
          Mark K. Thomas, Esq.
          Peter J. Young, Esq.
          PROSKAUER ROSE LLP
          Three First National Plaza
          70 W. Madison Street, Suite 3800
          Chicago, IL 60602
          Telephone: (312) 962-3550
          Facsimile: (312) 962-3551
          E-mail: jmarwil@proskauer.com
                  mthomas@proskauer.com
                  pyoung@proskauer.com

Energy Future Intermediate Holding Company's attorneys:

          Joseph H. Huston, Jr., Esq.
          STEVENS & LEE, P.C.
          1105 North Market Street, Suite 700
          Wilmington, DE 19801
          Telephone: (302) 425-3310
          Facsimile: (610) 371-7927
          E-mail: jhh@stevenslee.com

                  - and -

          Michael A. Paskin, Esq.
          Trevor M. Broad, Esq.
          CRAVATH, SWAINE AND MOORE LLP
          Worldwide Plaza
          825 Eighth Avenue
          New York, NY 10019-7475
          Telephone: (212)474-1760
          Facsimile: (212) 474-3700
          E-mail: mpaskin@cravath.com
                  tbroad@cravath.com

                  - and -

          Richard Levin, Esq.
          JENNER & BLOCK
          919 Third Avenue
          New York, NY 10022-3908
          Telephone: (212) 891-1601
          Facsimile: (212) 891-1699
          E-mail: rlevin@jenner.com

The TCEH Debtors are represented by:

          David P. Primack, Esq.
          MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
          300 Delaware Avenue, Suite 770
          Wilmington, DE 19801
          Telephone: (302) 300-4515
          Facsimile: (302) 654-4031
          E-mail: dprimack@mdmc-law.com

                  - and -

          Thomas B. Walper, Esq.
          Seth Goldman, Esq.
          MUNGER, TOLLES & OLSON LLP
          355 South Grand Avenue, 35th Floor
          Los Angeles, CA 90071
          Telephone: (213) 683-9100
          Facsimile: (213) 683-4022
          E-mail: Thomas.Walper@mto.com
                  Seth.Goldman@mto.com

                       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.


ENERGY FUTURE: Defends Litigation Claims Settlement
---------------------------------------------------
Energy Future Holdings Corp., et al., insist that the bankruptcy
court should approve a settlement of litigation claims reached with
creditors following negotiations on a consensual plan of
reorganization.

The Settlement Agreement removes the cloud of potential litigation
that has loomed over the Chapter 11 cases for the past year and a
half, and is a condition of confirmation of the Plan.  Under the
Settlement Agreement, each of the settlement parties agrees to
settle and release nearly all claims against: (a) the Debtors, (b)
the TCEH First Lien Creditors, (c) the Sponsors, and (d) the
Debtors' directors and officers.  Critically, the Settlement
Agreement will take effect, and most of the claims will be
released, immediately upon approval by the Court, regardless of the
success or failure of the transactions contemplated by the Plan,
thus preserving the peace negotiated by, and avoiding litigation
among, the Settlement Parties even if an alternative restructuring
must be pursued.

Led by the EFH Committee, the Plan objectors oppose the Settlement
Agreement on three primary grounds.

First, the objectors criticize the process by which the Debtors
reached the Settlement Agreement.  In particular, they insist that
the Disinterested Directors were uninformed regarding potential
litigation claims, and that the inter-Debtor negotiations were
biased and cursory.  Similarly, the objectors allege that the
Sponsor releases were ill-considered and justified post hoc by a
hastily-assembled Special Committee.

Counsel for the Debtors, Joseph C. Barsalona II, Richards, Layton &
Finger, P.A., argues that the sinister narrative presented in the
EFH Committee's objection is demonstrably false.  It rests not on
the facts, but on the EFH Committee's distortion of the record
through mischaracterizations of deposition testimony and untenable
lawyer interpretations of historical documents that are not
supported by any witness, Mr. Barsalona relates.

"The Debtors must correct the record and will do so at trial with a
wealth of supporting evidence.  Aided by the court-approved process
established with their Disinterested Directors and their Advisors,
the Debtors' development and approval of the Settlement Agreement
was thorough, rigorous, and free from conflict. At all times, the
Debtors and their directors considered and protected the best
interests of their estates.  As the evidence will show, entry into
the Settlement Agreement easily passes muster as a sound and
well-informed exercise of the Debtors' business judgment. The Plan
objectors' efforts to gainsay that judgment must be rejected,"
counsel for the Debtors, Mr. Barsalona tells the Court.

Second, the objectors argue that the substance of the Settlement
Agreement is unfair to E-side creditors because it assigns value to
potential T-side litigation claims that the EFH Committee
implausibly proclaims worthless, while it allegedly undervalues
potential E-side litigation claims.

"This argument -- which alone occupies 25 pages of the EFH
Committee's main brief and 18 pages of its supplemental brief --
only reinforces the Settlement Agreement's purpose: to resolve a
multitude of multi-billion dollar litigation claims without bogging
down the Debtors' restructuring efforts in a quagmire of complex
factual and legal disputes.  Even the extensive treatment of the
merits of the litigation claims in the Settlement Motion and the
EFH Committee's objection is necessarily superficial. The briefing
now before the Court thus underscores that the claims are
complicated and contentious, and that litigating them would be
costly in both time and resources," Mr. Barsalona argues.

"While the EFH Committee contends that the settled claims against
the T-side are straightforward (always in the E-side's favor), that
is of course just one side of the story.  As the Settlement Motion
made clear, there are other viewpoints.  Indeed, before settling,
the T-side creditors aggressively investigated and pursued their
claims against all potential defendants (all of the Debtors, other
creditors, the equity Sponsors (the "Sponsors"), and the Debtors'
directors and officers) for months.  They analyzed nearly a million
documents, and articulated their theories through letters to the
Debtors and standing motions filed in the bankruptcy case.  Those
creditors, who demonstrated every intention of litigating claims
against EFH if necessary, clearly did not share the EFH Committee's
assessment of the merits of those claims."

"And notably, despite all the sturm und drang the EFH Committee
musters about the allegedly unfair Sponsor releases, the most it
can say about claims against the Sponsors is that they are
"colorable."  The Sponsors, by contrast, have consistently
maintained—and they argue forcefully in their response
brief—that creditor claims in this case do not even meet that
standard. Whether colorable or not, there is ample basis to settle
those claims in light of the Sponsors' settlement of claims and
substantial contributions to the Debtors' restructuring efforts,
financial and otherwise."

Third, the objectors attack the form and timing of the Settlement
Agreement, arguing that releases contained therein should only be
in the Plan and effective upon emergence, rather than in a
standalone agreement and effective upon approval.  Indeed, the PIK
Indenture Trustee makes this point clearly by only objecting to the
"timing" of the Settlement Agreement— its independence from the
Plan.

According to Mr. Barsalona, "the timing argument fundamentally
misunderstands the Debtors' Rule 9019 motion.  The Court must
assess whether the proposed compromise is above the lowest point in
the range of reasonableness.  If it is, the Settlement Agreement
must be approved.  The Settlement Agreement cannot be rejected just
because it may be strategically beneficial to certain creditors to
avoid a reasonable global compromise of potential claims."

The EFH Committee's self-serving arguments notwithstanding, the
legal and factual disputes around each of the settled claims shows
that an informed global compromise, reached after careful
deliberations according to principles of good governance, is the
most reasonable path forward. For these reasons, the Debtors ask
the Court to overrule all objections to the Settlement Motion.

The TCEH Committee joined in the Debtors' reply in support of the
Settlement Motion.

"The Settlement Agreement represents a global resolution of
significant and contentious issues that have plagued these cases
from the outset.  It incorporates both an intersilo settlement
negotiated at arms' length by the Debtors' disinterested directors,
each with the assistance of independent counsel and financial
advisors, as well as a T-side settlement, which was negotiated with
the assistance of a Court-appointed mediator.  The Settlement
Agreement paves the way for a smooth exit from Chapter 11, whether
pursuant to the Plan or an alternative plan, and, as such, is a
critical step in moving these cases to a successful conclusion,"
the TCEH Committee tells the Court.

                       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.



ENERGY FUTURE: Fidelity Management Backs Exit Plan
--------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that Energy Future Holdings Corp. took a major step
forward on Nov. 12 in its drive to exit bankruptcy, when mutual
fund company Fidelity Management & Research agreed to back the
Dallas energy company's chapter 11 plan.

According to the report, a major holder of Energy Future debt,
Fidelity will join the group attempting to buy Energy Future's
Oncor electricity transmissions business, Thomas Lauria, lawyer for
advocates of the plan said at a hearing in the U.S. Bankruptcy
Court in Wilmington, Del.

                       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.


ENERGY FUTURE: Kaye Scholer, Gellert File Rule 2019 Statement
-------------------------------------------------------------
Kaye Scholer LLP and Gellert Scali Busenkell & Brown LLC disclosed
in a court filing that they represent these noteholders in the
Chapter 11 cases of Energy Future Holdings Corp. and its
affiliates:

     (1) York Capital Management Global Advisors LLC
         767 Fifth Avenue, 17th Floor
         New York, NY 10153

     (2) P. Schoenfeld Asset Management L.P.
         1350 Avenue of the Americas
         21st Floor, New York, NY 10019  

York Capital Management holds, or is the investment advisor or
manager of accounts that hold, approximately $474,858,297 in
aggregate principal amount of 11.25%/12.25% senior toggle notes due
December 1, 2018, issued pursuant to the indenture dated December
5, 2012, by EFIH Debtors, as issuer, and UMB Bank, N.A., as
successor indenture trustee.

The principal amount of EFIH PIK notes held by York Capital
Management represents 30.3% of the total principal amount of issued
and outstanding EFIH PIK notes.

Meanwhile, PSAM holds, or is the investment advisor or manager of
accounts that hold, approximately $114,192,339 in aggregate
principal amount of the EFIH PIK notes.  The principal amount of
EFIH PIK notes held by PSAM represents 7.3% of the total principal
amount of issued and outstanding EFIH PIK notes, according to the
filing.

The firms further disclosed that they hold no claims against or
interests in Energy Future and its affiliated debtors.

Kaye Scholer and Gellert made the disclosure pursuant to Rule 2019
of the Federal Rules of Bankruptcy Procedure.

The firms can be reached at:

     Scott D. Talmadge
     Kaye Scholer LLP
     250 W. 55th Street
     New York, NY 10019
     Telephone: (212) 836-8000
     Facsimile: (212) 836-6540

     Michael Busenkell
     Gellert Scali Busenkell & Brown LLC
     913 N. Market Street, 10th Floor
     Wilmington, DE 19801
     Telephone: (302) 425-5812
     Facsimile: (302) 425-5814

                       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 their businesses operating while
reducing their 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.


ENERGY FUTURE: TCEH Committee, Lenders Support Plan Confirmation
----------------------------------------------------------------
Replies or briefs in support of confirmation of the Fifth Amended
Plan of Energy Future Holdings Corp., et al., have been filed by
various parties, including:

   * The ad hoc committee of certain unaffiliated holders of first
lien senior secured claims against the TCEH Debtors;

   * The ad hoc consortium of certain unaffiliated holders of
second lien secured claims against the TCEH Debtors;

   * Law Debenture Trust Company of New York as successor indenture
trustee for holders of more than $5 billion of TCEH Unsecured
Notes; and

   * The Official Committee of Unsecured Creditors (the "TCEH
Committee") of Energy Future Competitive Holdings Company LLC
("EFCH"), EFCH's direct subsidiary, Texas Competitive Electric
Holdings Company LLC ("TCEH"), and their direct and indirect
subsidiaries, and EFH Corporate Services Company.

They note that after 18 months, the Debtors have succeeded in
proposing a plan of reorganization that renders all "E-side"
creditors unimpaired, enjoys the support of nearly every "T-side"
constituent, and maximizes recoveries for all creditors.

Notwithstanding several objections filed to the Plan, the
supporting creditors say that the Court should confirm the Plan.

The Ad Hoc Committee of TCEH First Lien Creditors, contends, "It
may be tempting to overlook the significant level of creditor
consensus and support for the current Plan and Settlement Agreement
amidst the number (and length) of objections that the Court
received last week.  After nearly two years of creditor dysfunction
on the E-side, driven by a small number of holders' repeated
inability to reconcile their intractable value allocation disputes,
the threat of an unimpairment plan has seemingly generated the
first semblance of E-side cohesion.  But a close inspection of the
objections reveals that the actual issues before the Court are
quite narrow, and the number of objectors with legitimate concerns
remarkably small."

The TCEH Committee contends that the Plan is feasible, fair, and
value maximizing, and provides the E-side creditors with everything
to which they are entitled under the Bankruptcy Code.

"Incongruously, the vast majority of parties objecting to the Plan
are the unimpaired E-side creditors.  Those objections raise a
litany of arguments, but nearly all of them boil down to one thing:
E-side creditors want even more.  The E-side creditors are not
entitled to more, and their objections should be overruled," the
TCEH Committee argues.

"Because it renders the "E-side" creditors unimpaired and is
supported by substantially all "T-side" creditors, the Plan
represents the best, and perhaps only, opportunity for an efficient
exit from Chapter 11 and for greater, more meaningful recoveries
than any alternative," the Ad Hoc Consortium of TCEH Second Lien
Noteholders contends.

The Consortium added, "For the "T-side" creditors, the Debtors have
reached near-universal consensus through compromise. And, because
of those compromises, the Debtors are able to prosecute a Plan that
provides the "E-side" creditors a 100% recovery on their claims.
Furthermore, through the Settlement Agreement, the Plan resolves
myriad complex issues, which, if left for resolution by litigation,
could result in substantial expenditures of time and estate
resources and would, in all likelihood, destroy the consensus that
has been forged after years of trying."

Counsel to the Ad Hoc Committee of TCEH First Lien Creditors:

         YOUNG CONAWAY STARGATT & TAYLOR LLP
         Pauline K. Morgan, Esq.
         Ryan M. Bartley, Esq.
         Andrew L. Magaziner, Esq.
         1000 North King Street
         Wilmington, Delaware 19801
         Telephone: (302) 571-6600
         Facsimile: (302) 571-1253

                - and -

         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         Alan W. Kornberg, Esq.
         Brian S. Hermann, Esq.
         Jacob A. Adlerstein, Esq.
         1285 Avenue of the Americas
         New York, New York 10019
         Telephone: (212) 373-3000
         Facsimile: (212) 757-3990

Counsel to the Ad Hoc Consortium of TCEH Second Lien Noteholders:

         ASHBY & GEDDES, P.A.
         Wilmington, Delaware
         William P. Bowden, Esq.
         Gregory A. Taylor, Esq.
         500 Delaware Avenue
         P.O. Box 1150
         Wilmington, Delaware 19899
         Telephone: (302) 654-1888
         Facsimile: (302) 654-2067

              - and -

         BROWN RUDNICK LLP
         Edward S. Weisfelner, Esq.
         Seven Times Square
         New York, New York 10036
         Telephone: (212) 209-4800
         Facsimile: (212) 209-4801

              - and -

         Jeffrey L. Jonas, Esq.
         Jonathan D. Marshall, Esq.
         One Financial Center
         Boston, Massachusetts 02111
         Telephone: (617) 856-8200
         Facsimile: (617) 856-8201

Counsel to TCEH Committee:

         MORRISON & FOERSTER LLP
         James M. Peck
         Brett H. Miller
         Lorenzo Marinuzzi
         Todd M. Goren
         Samantha Martin
         250 West 55th Street
         New York, New York 10019-9601
         Telephone: (212) 468-8000
         Facsimile: (212) 468-7900
         E-mail: jpeck@mofo.com
                 brettmiller@mofo.com
                 lmarinuzzi@mofo.com
                 tgoren@mofo.com
                 smartin@mofo.com

            - and -

         POLSINELLI PC
         Christopher A. Ward, Esq.
         Justin K. Edelson, Esq.
         Shanti M. Katona, Esq.
         222 Delaware Avenue, Suite 1101
         Wilmington, Delaware 19801
         Telephone: (302) 252-0920
         Facsimile: (302) 252-0921
         E-mail: cward@polsinelli.com
                 jedelson@polsinelli.com
                 skatona@polsinelli.com

                       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.



ENERGY FUTURE: Wants UST Objections to Plan Releases Overruled
--------------------------------------------------------------
Energy Future Holdings Corp., et al., say the scope of the release
provisions, the exculpation provision, and the professional fee
provisions under their Fifth Amended Joint Plan of Reorganization
are appropriate under the facts and circumstances of the Chapter 11
cases.  Accordingly, the Debtors ask the Court to overrule the U.S.
Trustee's objection.

"The Plan and the Settlement Agreement cannot be approved for at
least three reasons.  First, both documents may grant inappropriate
third-party releases in favor of numerous non-debtor parties.  As
proposed, these provisions may contravene the Bankruptcy Code and
applicable Third Circuit standards.  Second, the Plan unlawfully
extends exculpation to non-estate fiduciaries, including non-debtor
affiliates and shareholders.  Third, both the Plan and the
Settlement Agreement approve the payment of approximately $49.75
million to several non-estate retained professionals without
adequate disclosure or legal justification," the U.S. Trustee said
in its objection.

                             Releases

The Plan contemplates two types of Releases: (a) Releases of Claims
and Causes of Action held by the Debtors' estate (set forth in
Article VIII.C. of the Plan) and (b) Releases of Claims and Causes
of Action held by non-Debtor third parties (set forth in Article
VIII.D. of the Plan).  The U.S. Trustee's objection seeks
additional support of each type of Release.  The Debtors believe
each type of Release is appropriate in light of the role the
Releases play in the Debtors' global restructuring efforts, the
extensive diligence efforts and negotiations that ultimately
yielded the Releases, and the substantial contributions of the
Released Parties.

                            Exculpation

The U.S. Trustee also argues that certain of the entities
identified as "Exculpated Parties" are not estate fiduciaries,
including "current and former equity holders," "affiliates," and
"employees."  The Debtors respond that it is appropriate to include
these entities within the definition of "Exculpated Parties," given
their roles in the Debtors' restructuring, and the assertions of
various objectors regarding potential claims against such entities
related to the Debtors' restructuring.

                 Payment of Non-Estate Professionals

With respect to its objection to payment of several non-estate
retained professionals, the U.S. Trustee's objection is narrowly
focused on the following Plan provision:

   "The EFH Debtors shall pay in cash in full on the Effective
Date, the reasonable and documented fees and expenses (including
professional and other advisory fees and expenses) incurred through
the Effective Date of the TCEH Unsecured Notes Trustee, the TCEH
Second Lien Notes Trustee, the TCEH Second Lien Notes Collateral
Agent, the members of the TCEH Unsecured Ad Hoc Group, and the
members of the TCEH Second Lien Consortium."

The Debtors argue that in considering the first factor of
"reasonableness," the payments identified by the U.S. Trustee are
payable by the EFH Debtors on the Effective Date. This means, in
effect, that the Supporting Parties (i.e., not the Debtors) will be
satisfying such payment obligations.  Importantly, Allowed Claims
asserted against the EFH Debtors -- the entities responsible for
the payment obligation set forth -- are Unimpaired. As a result,
imposing a payment obligation on the EFH Debtors (which in effect
will be satisfied by the Supporting Parties) does not affect any
creditor whose recovery might otherwise have been increased in the
absence of such a payment obligation.

According to the Debtors, similarly, with respect to the second
factor regarding "reasonableness," the payments at issue are
essentially being made from the Plan Sponsors to parties who helped
to facilitate resolution of these chapter 11 cases.  Finally, with
the payments to be made under the Plan being made only in the
circumstances in which the Plan goes effective, and all "E-side"
Claims are paid in full, payment of fees to the limited group of
recipients described above will not have a detrimental effect on
the Debtors' estates. In light of the foregoing considerations, the
Debtors submit that they have satisfied the conditions of
1129(a)(4) of the Bankruptcy Code.

Also responding to the U.S. Trustee's objection, Law Debenture
Trust Company of New York, the indenture trustee for holders of
more than $5 billion of TCEH Unsecured Notes, points out that the
Indenture and applicable non-bankruptcy law provide for the Issuers
to pay Law Debenture's reasonable fees and expenses, an obligation
that is secured by a charging lien on any distributions to holders
of the TCEH Unsecured Notes.  Law Debenture submits that section
1129(a)(4) of the Bankruptcy Code provides a valid and independent
basis to approve Article IV.R of the Plan.  It also argues that the
Debtors' decision to provide for payment of fees and expenses of
certain parties that negotiated and developed the Settlement
Agreement was a valid exercise of their business judgment.

Counsel to Law Debenture:

         MORRIS JAMES LLP
         Stephen M. Miller, Esq.
         500 Delaware Avenue, Suite 1500
         P.O. Box 2306
         Wilmington, DE 19899-2306
         Telephone: (302) 888-6800
         Facsimile: (302) 571-1750
         E-mail: smiller@morrisjames.com

               - and -

         Daniel A. Lowenthal, Esq.
         Brian P. Guiney, Esq.
         PATTERSON BELKNAP WEBB & TYLER LLP
         1133 Avenue of the Americas
         New York, NY 10036-6710
         Telephone: (212) 336-2000
         Facsimile: (212) 336-2222
         E-mail: dalowenthal@pbwt.com

                       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.


ENTERGY RHODE: Moody's Rates Senior Secured Credit Facilities Ba3
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Entergy
Rhode Island State Energy Center, LP's (Borrower) senior secured
credit facilities consisting of a $325 million senior secured term
loan due 2022 and a $50 million working capital facility due 2020.
The Borrower's rating outlook is stable.

The term loan and approximately $207 million of sponsor equity,
provided by funds of The Carlyle Group, will be used to acquire the
facility from Entergy Corp. (Baa3, positive) resulting in an
initially modest 61% debt to capital ratio. A portion of the
proceeds will also fund a $20 million operating reserve and to pay
transaction costs. The Borrower owns the Rhode Island State Energy
Center (RISEC), a 583 megawatt (MW) (summer/winter average
including ducts) combined cycle generating station in Johnston,
Rhode Island. The Borrower's name will be legally changed following
financial close to reflect the new ownership. This is the first
time Moody's is rating the Borrower.

RATING RATIONALE

According to Moody's Analyst Charles Berckmann, "the Ba3 rating
reflects manageable leverage and RISEC's position as a very
efficient generator in its operating region which will only
increase in importance in several years owing to the recently
announced retirement of the 685 MW Pilgrim nuclear facility,
despite RISEC's 100% merchant operating profile". Berckmann further
added "ISO New England's capacity market construct has also become
more transparent and credit supportive based on recent positive
developments, notably the pay-for-performance mechanism, of which
RISEC will likely benefit given its long-term, robust historical
operating profile".

While merchant exposure exists, credit metrics will strengthen with
higher capacity revenues

We project financial metrics in 2016 to be somewhat weak for the
"Ba" rating category with funds from operations to debt (FFO/Debt)
below 10% and a debt service coverage ratio (DSCR) that
approximates 1.4x, owing primarily to the revenue generated from
2012 and 2013 capacity auctions (for delivery from June 2015 to May
2016 and June 2016 to May 2017) that cleared at the administrative
auction floor price of just over $3.00/kilowatt-month (kW-month).

However, prospective capacity auction revenue will ramp up
substantially to over $11.00/kw-month by mid-2019 owing to
improvements to the forward capacity auction (FCA) mechanism as
well as the pending 3 gigawatts of retirements anticipated through
2017, including the very recent announcement by Entergy to retire
the Pilgrim nuclear plant. As such, we see financial metrics
improving to levels consistent with Ba-rated project financings
with the three-year average FFO/Debt ratio for the 2017-2019 period
surpassing 15% levels and DSCRs averaging above 2.5x for the same
three-year period.

While we do not forecast continued upward trajectory in capacity
prices beyond the latest auction results of 11.00/ kW-month, we
believe capacity prices are likely to remain above $7.00/ kW-month
in the intermediate term owing to the substantial number of
generation retirements, and supported by our understanding of
recent price signals for long-term capacity in the region. Our
financial projections assume RISEC will continue to achieve the
fairly stable energy margins it has achieved recently, particularly
since we believe that the new owners will operate the plant at a
higher capacity factor than Entergy due to economic dispatch.

Project structure and liquidity

Lender protections consist of a perfected first priority lien on
the assets and accounts, a cash flow waterfall of accounts that
will be overseen by an administrative agent and a 1.1x financial
covenant. While no major maintenance reserve is to be regularly
funded, the plant is currently undergoing a major overhaul on one
gas turbine and steam turbine at Entergy's cost. Siemens is
providing the work and substantial oversight is being provided by
both the current owner, Entergy, and the plant's operator, NextEra
Energy Operating Services. The lenders will benefit from the
establishment of a $20 million operating reserve to fund a planned
plant major maintenance event in Spring 2016 should operating cash
flow be insufficient. To the extent the operating reserve is not
fully utilized, the reserve will remain in the structure for the
benefit of lenders or can be used to pay down debt, but in any
event cannot be used to make a distribution to the sponsor. The
project also incorporates a $50 million revolver, $38 million of
which will be available for working capital as $11 million will be
utilized for the issuance of a letter of credit to back a six-month
debt service reserve fund.

Debt reduction is anticipated principally through the greater of a
75% excess cash flow sweep or the amount that is needed to reach a
target debt balance, but in any event, no less than 75%. Thus, even
in strong years, the project must always sweep at least 75%,
irrespective of the target debt balance in place.

Outlook

The stable rating outlook reflects a robust operating profile,
RISEC's increasing competiveness and strategic value as other
plants retire. The outlook also considers the transparent and
credit supportive forward capacity market currently in place in ISO
New England.

What could make the rating go up

Better than expected energy margins and sustained robust capacity
market auction results leading to consistent FFO/Debt metrics
exceeding above 15% and a DSCR above 3.0x both on sustained basis
could put upward pressure on the rating.

What could make the rating go down

Downward rating pressure would occur if RISEC's operating
performance deviates meaningfully from its historical operating
track record or if capacity and energy revenues are well-below our
expectations leading to FFO/Debt metrics and DSCR consistently less
than 10% and 2.0x, respectively.

Following standard regulatory approvals including Hart-Scott-Rodino
and Federal Power Act approvals, the Borrower will be 100% owned by
funds of The Carlyle Group. We anticipate the transaction closing
before the end of 2015.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and projected cash flow and credit metrics that are
consistent with our current expectations.



ESSAR STEEL: Moody's Withdraws Caa3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew Essar Steel Algoma Inc.'s (ESA)
Caa3 Corporate Family Rating, Caa3-PD Probability of Default
rating, B2 revolving credit facility rating, the Caa1 rating on the
senior secured term loan facility and senior secured notes and the
Ca rating on 1839688 Alberta ULC's secured (third/fourth lien)
notes, guaranteed by ESA and other subsidiaries of ESA.

Withdrawals:

Issuer: Essar Steel Algoma Inc.

-- Corporate Family Rating, Withdrawn , previously rated Caa3

-- Probability of Default Rating, Withdrawn , previously rated
    Caa3-PD

-- Senior Secured Bank Credit Facility, Withdrawn , previously
    rated B2 (LGD1)

-- Senior Secured Bank Credit Facility, Withdrawn , previously
    rated Caa1 (LGD2)

-- Senior Secured Regular Bond/Debenture, Withdrawn , previously
    rated Caa1 (LGD2)

Outlook Actions:

Issuer: Essar Steel Algoma Inc.

-- Outlook, Changed To Rating Withdrawn From Negative

-- Issuer: 1839688 Alberta ULC

-- Senior Secured Regular Bond/Debenture, Withdrawn , previously
    rated Ca (LGD4)

Outlook Actions:

Issuer: 1839688 Alberta ULC

-- Outlook, Changed To Rating Withdrawn From Negative

RATINGS RATIONALE

The ratings were withdrawn due to ESA's filing for protection under
the Companies' Creditors Arrangement Act (CCAA) in Canada and a
comparable filing under Chapter 15 in the US in order to
restructure its financial obligations.

Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer. Approximately 80% - 85% of ESA's sales
are sheet products with plate products accounting for the balance.
For the 12 months ending December 31, 2014, ESA generated revenues
of C$1.9 billion.



FIRST DATA: Prices $3.2 Billion of Senior Secured Notes
-------------------------------------------------------
First Data Corporation has priced an offering of $1 billion
aggregate principal amount of 5.000% senior secured first lien
notes due 2024 and $2.2 billion aggregate principal amount of
5.750% senior secured second lien notes due 2024.  The offering is
expected to close on Nov. 25, 2015, subject to customary closing
conditions.

First Data intends to use the proceeds from the offering of the
Notes to redeem all outstanding amount of its 8.75% senior secured
second lien notes due 2022 and all outstanding amount of its 8.25%
senior secured second lien notes due 2021, and to pay any
applicable premiums and related fees and expenses.  The offering of
the Notes is part of a refinancing transaction that includes
replacing First Data's $1.5 billion senior secured term loan
facility due March 2017 with incremental term loans of $1.25
billion and EUR200 million (estimated at $223 million equivalent)
issued under its existing senior secured term loan facility due
July 2022.

The refinancing is expected to result in an additional reduction of
annualized interest expense of $72 million over and above interest
savings resulting from the debt principal paydowns executed with
the proceeds of the initial public offering and the debt
refinancing related to the issuance of $3.4 billion aggregate
principal amount of 7.000% senior notes due 2023 that was announced
last week.  Upon consummation of these transactions, First Data
will not have any significant debt maturities until March 2018.



                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Corporation of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014, compared with a net loss attributable to the
Corporation of $869 million on $10.8 billion of total revenues
during the prior year.

As of Sept. 30, 2015, the Company had $33.44 billion in total
assets, $31.37 billion in total liabilities and $1.98 billion in
total equity.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FONTAINEBLEAU LAS VEGAS: Carl Icahn Looking to Sell Casino
----------------------------------------------------------
Craig Karmin and Kate O'Keeffe, writing for Dow Jones' Daily
Bankruptcy Review, reported that billionaire investor Carl Icahn,
who has made successful bets on casinos in recent years, is taking
some chips off the table by putting up for sale the Fontainebleau
Las Vegas on the Strip.

According to the report, Mr. Icahn said he has hired CBRE Group
Inc. to market the unfinished resort and casino, which was planned
as a $3 billion project by its developer before Mr. Icahn bought it
out of bankruptcy for about $150 million in 2010.  CBRE expects to
sell the property for about $650 million, the report related.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was   
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FREEDOM COMMUNICATIONS: Tribune Offers $3M to Fund Bankr. Case
--------------------------------------------------------------
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.



GRIDWAY ENERGY: Wants Until Jan. 4 to Remove Actions
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on Nov. 30, 2015, at 10:00 a.m., to consider  Gridway
Energy Holdings, et al.'s motion to extend their removal period.

The Debtors requested that the Court extend until Jan. 4, 2016, the
period in which the Debtors may remove actions that were pending in
various state and federal courts.

                        About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural gas
in markets that have been restructured to permit retail competition
-- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead
Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni Management
Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq., and
Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B.
Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


HALCON RESOURCES: Announces Third Quarter 2015 Results
------------------------------------------------------
Halcon Resources Corporation reported net income available to
common stockholders of $123.52 million on $130 million of total
operating revenues for the three months ended Sept. 30, 2015,
compared to net income available to common stockholders of $187
million on $307 million of total operating revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss available to common stockholders of $1.58 billion on $434
million of total operating revenues compared to net income
available to common stockholders of $35.59 million on $909 million
of total operating revenues for the same period a year ago.

As of Sept. 30, 2015, the Company had $4.25 billion in total
assets, $3.62 billion in total liabilities, $156 million in
redeemable noncontrolling interest and $473 million in total
stockholders' equity.

Halcon's liquidity as of Sept. 30, 2015, was approximately $827
million, which consisted of cash on hand plus undrawn capacity on
its senior secured revolving credit facility.

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

                        http://is.gd/mGSqmQ

                       About Halcon Resources

Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States.  This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.

                           *     *      *

As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'.  The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.

In September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'.  "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.


HAWAIIAN TELCOM: Moody's Rates New First Lien Term Loan B1
----------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Hawaiian
Telcom Communications, Inc.'s ("Hawaiian Telcom" or "the company")
proposed new $320 first lien term loan. The proceeds of the term
loan will be used to refinance and extend the maturity of the
existing $295 million term loan which matures in June 2019, to
pre-fund near term capital expenditures and to pay fees,
commissions and expenses in connection with the transaction. At the
closing of the transaction, Moody's will withdraw the rating on the
existing term loan. The company is also raising a $30 million
super-priority revolving credit facility (unrated) to replace its
existing $30 million super-priority revolver (unrated). The outlook
remains stable.

Moody's has assigned the following rating:

Hawaiian Telcom Communications, Inc.

-- 320 million Senior Secured Term Loan -- B1 (LGD3)

RATINGS RATIONALE

Hawaiian Telcom's B1 Corporate Family Rating reflects its diverse
base of recurring revenues, healthy market share, modest leverage
and adequate cash flows. These positives are offset by the
company's relatively small scale, the expectation of free cash flow
generation not occurring until 2017, tough competition from the
incumbent cable operator and the long term challenges associated
with wireless substitution. The B1 rating reflects Moody's view
that Hawaiian Telcom will continue to successfully deploy video
services to a broad segment of its customer base and maintain or
improve its market position with business customers. The ratings
incorporate a narrow tolerance for operational missteps,
particularly with respect to the company's IPTV rollout, since at
its best, is a low margin product.

Moody's could lower Hawaiian Telcom's ratings if leverage were to
trend toward 4.0x (Moody's adjusted) and free cash flow were to be
materially negative, both on a sustained basis. Additionally,
downward rating action would result from operational missteps,
particularly related to the company's video services rollout. If
service rollout is unsuccessful, as evidenced by high churn or low
penetration, downward ratings action could occur. Moody's could
raise Hawaiian Telcom's ratings if leverage were to trend toward
2.75x and free-cash-flow to debt were to reach the mid-single digit
percentage range.


JAMES DOUGLAS THOMAS: HIT's Administrative Claim Denied
-------------------------------------------------------
Prior to and on the Petition Date, Debtors James Douglas Thomas and
Michelle Sykes-Thomas operated a business known as Platinum Play
Family Fun and Event Center in a commercial space located at 9395
Montview Boulevard, Aurora, Colorado.  The lessor of the Premises
under that lease is HIT, Inc.

Prior to the Petition Date, HIT had commenced a forcible entry and
detainer (FED) action in the state court seeking to enforce the
terms of its lease and to retake possession of the Premises. The
FED action in the state court was stayed by the Debtors' bankruptcy
filing and the Debtors continued to operate Platinum Play at the
Premises. Shortly after the Petition Date, HIT moved for relief
from the automatic stay in order to continue the FED action.

The Court ordered to allow HIT to resume its FED action in state
court and also permitted the parties to litigate any and all claims
that either had against the other arising out of the
landlord-tenant relationship.

HIT retook possession of the Premises on June 26, 2013, pursuant to
the state court proceedings. On July 29, 2013, following HIT's
eviction of the Debtors' business from the Premises, HIT filed an
application for administrative rent. On August 28, 2013, the
Debtors filed their objection to the allowance HIT's Application.

In an Order dated October 28, 2015 which is available at
http://is.gd/CWbG9Ufrom Leagle.com, Judge Howard R. Tallman of the
United States Bankruptcy Court for the District of Colorado denied
HIT's Application for Administrative Claim because it was Platinum
Play that was in possession of the Premises and owed the rent
obligation under the Lease. The Debtors do not owe an
administrative rent obligation to HIT. HIT's claim is entitled to
treatment as a general unsecured claim under the terms of the
Debtor's plan.

The case is In re: JAMES DOUGLAS THOMAS and MICHELLE SYKES-THOMAS,
Chapter 11, Debtors, CASE NO. 13-11653 HRT (Bankr. D. Colo.).

James Douglas Thomas, Debtor, represented by John A. Meininger,
Esq.


JJS CHEVRON: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: JJS Chevron Inc.
        3939 Land O'Lakes Blvd.
        Land O'Lakes, FL 34639

Case No.: 15-11397

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 11, 2015

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: William A Whitman, Esq.
                  DAVID H WALKOWIAK, PA
                  24814 State Road 54
                  Lutz, FL 33559
                  Tel: 813-962-3176
                  Fax: 813-962-3872
                  Email: billw@dhwpalaw.com

Total Assets: $5,200

Total Liabilities: $1.77 million

The petition was signed by Sunny Joseph, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb15-11397.pdf


KMART CORP: Landlord's Causes Of Action Dismissed
-------------------------------------------------
K-Bay Plaza, LLC, commenced an action in April 2009 to recover
alleged cumulative deficiency in Kmart Corporation's payment of
rent since May 1, 2003, and to obtain a declaration that the lease
provides for a 10% increase in rent every five years.

K-Bay, as landlord, posits that, although the parties had agreed on
a 10% increase in rent every five years during the entire term,
Tenant substituted into the execution copy, without alerting
Landlord, two pages changing the rent illustrations to reflect
increases of 50 cents per square foot every five years during the
initial term and increases of 10% every five years during renewal
terms.  K-Mart, as tenant, contends that the parties agreed during
the last two months of the negotiations that rental increases
during the initial 25-year term would be reduced from the 10%
figure previously settled on to 50 cents per square foot, as
reflected in the rent illustrations in the executed lease.  The
Tenant does not, however, identify any correspondence, drafts or
oral communications with particular representatives of Landlord in
which this change was discussed.

In an order under review, insofar as challenged on appeal, the
Supreme Court, New York County, (1) denied the Tenant's motion for
summary judgment dismissing the Landlord's causes of action for
breach of contract, account stated, declaratory relief and
attorney's fees; (2) declined to grant Landlord summary judgment
upon a search of the record; and (3) denied Landlord's motion to
amend the complaint to assert a cause of action for fraud.

In a Decision dated October 29, 2015, which is available at
http://is.gd/acuu7lfrom Leagle.com, the Appellate Division of the
Supreme Court of New York County, First Department, ruled that the
Tenant/Defendant's statute of limitations argument has merit and
requires the dismissal of the breach of contract cause of action.

The Appellate Division also rejected the Landlord/Plaintiff's
contention that an issue exists as to whether Tenant/Defendant's
allegedly deceptive substitution of amended pages into the
execution copy of the lease equitably estops it from relying on the
statute of limitations. Equitable estoppel defeats an otherwise
valid statute of limitations defense only where the party invoking
the doctrine has reasonably relied on the deceptive conduct alleged
to have given rise to the estoppel. Here, the discrepancy between
the rent illustrations and the parties' alleged actual agreement on
10% increases throughout the term should have been discovered, in
the exercise of reasonable diligence, no later than the end of the
fifth year of the term, in late 1999, when the first rent
escalation went into effect.

Since the dispute over the escalation provision could have been
resolved through a timely breach of contract action, Landlord's
cause of action for declaratory relief is time-barred for the same
reasons, and to the same extent, as the cause of action for breach
of contract, the Appellate Division ruled.

The case is K-BAY PLAZA, LLC, Plaintiff-Respondent-Appellant, v.
KMART CORPORATION, Defendant-Appellant-Respondent, 13757,
105751/09, 2015 NY Slip Op 07905 (N.Y. App. Div.).

Appellant-respondent is represented by:

          Gil Feder, Esq.
          REED SMITH, LLP
          599 Lexington Avenue
          22nd Floor
          New York, NY 10022
          Phone:+1 212 521 5400
          Fax: +1 212 521 5450
          Email: gfeder@reedsmith.com

Respondent-appellant is represented by:

         Philip H. Kalban, Esq.
         PUTNEY, TWOMBLY, HALL & HIRSON LLP
         521 Fifth Avenue
         New York, NY 10175
         Phone: (212) 682-0020
         Fax: (212) 682-9380
         Email: pkalban@putneylaw.com

                            About Kmart

Retailer Kmart Corporation and 37 of its U.S. subsidiaries filed
voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No.
02-02474) on Jan. 22, 2002.  Kmart emerged from chapter 11
protection on May 6, 2003, pursuant to the terms of an Amended
Joint Plan of Reorganization.  John Wm. "Jack" Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
retailer in its restructuring efforts.  The Company's balance
sheet showed $16,287,000,000 in assets and $10,348,000,000 in
debts when it sought chapter 11 protection.  Kmart bought Sears,
Roebuck & Co., for $11 billion to create the third-largest U.S.
retailer, behind Wal-Mart and Target, and generate $55 billion in
annual revenues.  Kmart completed its merger with Sears on
March 24, 2005.


LEAR CORP: Moody's Hikes Senior Unsecured Notes Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Lear
Corporation's senior unsecured notes to Ba1 from Ba2. The remaining
ratings are unchanged, including the Ba1 Corporate Family Rating,
Ba1- PD Probability of Default Rating, and stable rating outlook.
The Speculative Grade Liquidity Rating is SGL-1.

Ratings upgraded:

Lear Corporation:

$500 million of senior unsecured notes due 2023, to Ba1 (LGD4) from
Ba2 (LGD4);

$325 million of senior unsecured notes due 2024, to Ba1 (LGD4) from
Ba2 (LGD4);

$650 million of senior unsecured notes due 2025, to Ba1 (LGD4) from
Ba2 (LGD4)

Senior Unsecured Shelf Program, to (P)Ba1 from (P)Ba2;

The amended and restated credit facilities are not rated by
Moody's.

RATINGS RATIONALE

The rating upgrade of the unsecured notes reflects the attainment
by Lear of certain conditions under the company's senior secured
bank credit facilities which permit the release of collateral.
Moody's believes Lear will seek this release. Following the release
of collateral under the bank credit facilities, Lear's senior
unsecured notes will be equal in right of payment to the credit
facilities and benefit from a lift in priority under Moody's Loss
Given Default Methodology resulting in the one-notch upgrade.

Lear's Ba1 Corporate Family Rating and stable rating outlook
reflects the company improving profit margins in both the seating
(about 77.5% of revenues) and electrical (22.5%) segments. Overall
EBITA margins have improved to 6.8% for the quarter ending
September 26, 2015 (inclusive of Moody's adjustments) from 5.3% in
the prior year quarter. This improvement is largely reflected in
the seating segment and was driven by the acquisition of Eagle
Ottawa and new business primarily in Europe and Asia.

Moody's believes that the company's leading position as a supplier
of seating and electrical power systems in the automotive industry
will continue to support gradually improving profitability over the
intermediate-term. Yet, more meaningful incremental margin
improvement is likely to come from strategic acquisitions. Moody's
believes that strategic acquisitions will likely support Lear's
electronics segment and better position the company as a supplier
of products enabling increasing vehicle content in the areas of
connectivity, and vehicle safety. The ability of Lear to continue
to deliver margin improvement while executing balanced shareholder
returns could support the consideration for a higher rating or
outlook.

The SGL-1 Speculative Grade Liquidity Rating anticipates a very
good liquidity profile over the next twelve months supported by
strong cash balances, positive free cash flow generation, and
availability under the $1.25 billion revolving credit facility. As
of September 26, 2015 Lear had approximately $923 million of cash
and cash equivalents and the revolving credit facility was
unfunded. Financial covenants under the credit facilities include a
debt leverage test and an interest coverage test. The test levels
of these covenants are expected to have ample headroom over the
next twelve months. Moody's anticipates that Lear will continue to
generate positive free cash flow over the near-term supportive of
additional acquisitions and/or shareholder returns.

Future events that have the potential to drive Lear's rating higher
include: EBITA sustained at or above 7%. Moody's believes a key
driver to the operating flexibility of automotive parts suppliers
is having strong profit margins prior to deteriorating industry
conditions. Strong profit margins within the automotive parts
supplier industry are typically reflective of technologically
advanced products related to, among others, occupant safety,
emissions control, and electronic content and connectivity. Lear's
ability to strongly position its long-term strategic offerings
toward products offering higher profit margins could be supportive
of higher ratings. Other considerations for a higher rating include
sustaining Debt/EBITDA under 2.0x and EBITA/Interest coverage,
inclusive of restructuring charges, over 5.5x. These metrics
incorporate executing organic and acquisitive growth initiatives
and executing balanced shareholder return policies.

Future events that have the potential to drive Lear's outlook or
rating lower include indications of a broad deterioration in
automotive industry conditions including significant macroeconomic
weakness in one or more of the company's geographic markets, a
deterioration in the credit quality or market position of any of
Lear's major customers, logistical industry disruptions which
impact Lear's ability to deliver products to customers; or
acquisitions or shareholder return initiatives that are transacted
in a more aggressive fashion than has been demonstrated by the
company. Lear's outlook or rating also could be lowered if EBITA
margins deteriorate below 4.5%, EBITA/Interest approaches 4.5x,
Debt/EBITDA increases to over 2.5x, or if the company's liquidity
profile deteriorates as a result of deteriorating free cash flow
generation, lower cash balances, or the inability to access
committed availability under the revolving credit facility.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $18.0
billion for the LTM period ending September 26, 2015.



MCCLATCHY CO: Incurs $1.14 Million Net Loss in Third Quarter
------------------------------------------------------------
The McClatchy Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.14 million on $251 million of net revenues for the quarter
ended Sept. 27, 2015, compared to a net loss of $2.76 million on
$273 million of net revenues for the same period a year ago.

For the nine months ended Sept. 27, 2015, the Company reported a
net loss of $309 million on $771 million of net revenues compared
to net income of $71.3 million on $836 million of net revenues for
the same period during the prior year.

As of Sept. 27, 2015, the Company had $1.95 billion in total
assets, $1.74 billion in total liabilities and $202 million in
stockholders' equity.

The Company's cash and cash equivalents were $19.6 million as of
Sept. 27, 2015, compared to $225.1 million as of Sept. 28, 2014,
and $220.9 million as of Dec. 28, 2014.  The decrease in cash and
cash equivalents was primarily due to the repurchase of $66.4
million in notes and the $197.7 million in cash payments for income
taxes (primarily related to the gain on the sale of the Company's
equity interest in Classified Ventures, LLC in the fourth quarter
of 2014) during the nine months ended Sept. 27, 2015.

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

                         http://is.gd/vIjraO

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is a media company that provides
both print and digital news and advertising services.  Its
operations include 30 daily newspapers, community newspapers,
websites, mobile news and advertising, niche publications, direct
marketing and direct mail services.  Its owned newspapers include,
among others, the (Fort Worth) Star-Telegram, The Sacramento Bee,
The Kansas City Star, the Miami Herald, The Charlotte Observer,
and The (Raleigh) News & Observer.  The Company holds interest in
digital assets which include CareerBuilder, LLC, Classified
Ventures, LLC, HomeFinder, LLC, and Wanderful Media.

McClatchy Co reported net income of $374 million on $1.14 billion
of net revenues for the year ended Dec. 28, 2014, compared with net
income of $18.8 million on $1.21 billion of net revenues for the
year ended Dec. 29, 2013.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive.  The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.


MIDSTATES PETROLEUM: Incurs $495-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Midstates Petroleum Company, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common shareholders of $494 million on
$110 million of total revenues for the three months ended Sept. 30,
2015, compared to net income attributable to common shareholders of
$46.2 million on $225 million of total revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss attributable to common shareholders of $1.28 billion on
$296 million of total revenues compared to a net loss attributable
to common shareholders of $20.5 million on $517 million of total
revenues for the same period a year ago.

As of Sept. 30, 2015, the Company had $1.29 billion in total
assets, $2.11 billion in total liabilities and a $816 million total
stockholders' deficit.

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

                          http://is.gd/qT5Tr0

                    About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

Midstates reported net income of $117 million on $794 million of
total revenues for the year ended Dec. 31, 2014, compared to a net
loss of $344 million on $470 million of total revenues for the year
ended Dec. 31, 2013.

The Company's independent auditor, Deloittee & Touche LLP, in
Houston, Texas, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that Midstates' projected debt covenant violation and
resulting lack of liquidity raise substantial doubt about its
ability to continue as a going concern.

                             *    *    *

Midstates Petroleum carries a 'B' corporate credit rating from
Standard & Poor's Ratings Services.

As reported by the TCR on April 8, 2013, Moody's Investors Service
affirmed Midstates Petroleum's 'B3' Corporate Family Rating.


MILLENNIUM HEALTH: Moody's Affirms 'Ca' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Millennium Health's
probability of default ("PDR") rating to D-PD from Ca-PD. The
ratings were downgraded because Millennium filed voluntary
petitions for reorganization under Chapter 11 in the United States
Bankruptcy Court for the District of Delaware. At the same time,
Moody's affirmed the company's Corporate Family Rating and senior
secured term loan at Ca. Following this action, the rating outlook
is stable.

The following rating actions were taken:

Ratings downgraded:

Millennium Health, LLC

Probability of Default Rating to D-PD from Ca-PD

Ratings affirmed:

Corporate Family Rating at Ca

$1,775 million senior secured term loan due in 2021 at Ca (LGD 4)

RATINGS RATIONALE

The downgrade of the PDR reflects the company's bankruptcy filing.

Millennium, headquartered in San Diego, CA, provides health care
professionals with medication monitoring and drug detection
services, pharmacogenic testing, and clinical tools, scientific
data and education used to personalize treatment plans to improve
clinical outcomes and patent safety.



MILLENNIUM LAB: Files Prepackaged Plan of Reorganization
--------------------------------------------------------
Millennium Lab Holdings II, LLC, and two of its affiliates filed
their joint prepackaged plan of reorganization contemporaneously
with the bankruptcy petition, which Plan provides for payment of
their obligations under their settlement agreements with the United
States of America as well as a financial restructuring that will
significantly reduce their funded indebtedness and place the
Debtors in a stronger financial position for the future.

The Plan has been overwhelmingly accepted by the single impaired
class that is entitled to vote with approximately 99% of the
outstanding claims voting and more than 93% of those claims who
voted voting in favor.

On Oct. 15, 2015, Millennium Lab Holdings II, LLC, certain lenders
holding approximately 85.63% of the aggregate principal amount
outstanding under the Existing Credit Agreement, Millennium Lab
Holdings, Inc. and TA Millennium, Inc. entered into a Restructuring
Support Agreement relating to a proposed financial restructuring of
Holdings and its subsidiaries, Millennium Health, LLC and RxAnte,
LLC.

Pursuant to the RSA, in consideration for the cancellation of up to
all of the outstanding obligations under that certain Credit
Agreement, dated as of April 16, 2014, among Holdings, Millennium,
Wilmington Savings Fund Society, FSB (as successor administrative
agent to JPMorgan Chase Bank, N.A., the "Administrative Agent"), ,
the Company proposes to issue to each Prepetition Lender that
consents to an out-of-court restructuring transaction a pro rata
share of and interest in (x) 100% of the post-restructuring equity
interests in Millennium, (y) a new secured Term Loan in the
aggregate principal amount of $600 million and (z) beneficial
interests in certain trusts to be formed to hold certain claims and
causes of action.

                          USA Settlement

Beginning in early 2012, the Company's business became subject to
an investigation by the United States Attorney for the District of
Massachusetts, operating as an arm of the DOJ.  In late December
2014, the DOJ informed the Company that the DOJ would be pursuing
certain claims against the Company.  On March 19, 2015, the DOJ, on
behalf of the USA, filed a complaint against the Company asserting
claims for violation of the Stark law and the Anti-Kickback Statute
and violation of the False Claims Act.  

In February 2015, a Medicare Administrative Contractor of the
Center for Medicare and Medicaid Services notified the Company that
the Company's Medicare billing privileges would be revoked
effective March 11, 2015.  On March 6, 2015, CMS issued an
overpayment determination to the Company.  The Company requested
that the USA Claims and the CMS administrative matters, including
revocation, be resolved in a global fashion.  CMS periodically
extended the effective date of the revocation, ultimately extending
revocation until Oct. 16, 2015.  Additionally, in conjunction with
a potential settlement, the Company also entered into discussions
with the United States Department of Health and Human Services
Office of the Inspector General regarding a Corporate Integrity
Agreement.

On Oct. 16, 2015, the Company entered into the USA Settlement
Agreements with the USA Settlement Parties and various qui tam
relators.  The USA Settlement Agreements resolve certain issues
between the USA Settlement Parties and the Company, including,
among other matters, the USA Claims and the overpayment, and
included finalization of the CIA.  The USA Settlement Agreements
require the payment of $256 million to the USA Settlement Parties
to settle the USA Claims and the overpayment.  Pursuant to the USA
Settlement Agreements and the RSA, the $256 million payment will be
funded through (a) the irrevocable Initial USA Settlement Deposit
of $50 million made by the Company (with a guarantee provided by
MLH and TA), which was funded in part on Oct. 16, 2015, and in part
on Oct. 19, 2015, and (b) a $206 million payment, including
interest, by MLH and TA to be paid to or for the benefit of
Millennium, which will be paid to the USA in full and final
satisfaction of Millennium's monetary obligations under the USA
Settlement Agreements.

                   Restructuring Support Agreement

In order to fund the payments under the USA Settlement Agreements
and settlement of potential claims between the Participating
Lenders and the Company's primary equity holders, MLH and TA, the
parties negotiated and entered into the RSA on Oct. 15, 2015.  The
RSA contemplates that the Restructuring will be effectuated through
either the Out-of-Court Transaction or, alternatively, the Plan.
By executing the RSA, the Participating Lenders have agreed to (i)
enter into the Master Restructuring Agreement to implement and
consummate the Out-of-Court Transaction, (ii) vote in favor of the
Plan and (iii) consent to the Existing Credit Agreement Amendments.
The transactions contemplated by the RSA represent a global
resolution of numerous issues relating to the Debtors, including
the satisfaction of the Debtors' obligations under the USA
Settlement Agreements and the settlement of various claims.

                        Summary of the Plan

The Plan will:

  (a) implement a settlement among the Debtors, the Prepetition
      Lenders, MLH, and TA;

  (b) effectuate the USA Settlement;

  (c) effect a recapitalization of the Company's balance sheet on
      a consensual basis; and

  (d) issue 100% of the equity of Reorganized Millennium to the
      Prepetition Lenders.

Pursuant to the Plan, among other things, the Existing Credit
Agreement Claims would be cancelled and the Debtors would issue to
each Prepetition Lender its pro rata share of the Consideration.  

The Reorganized Millennium and its subsidiaries hope to emerge from
bankruptcy with a sustainable capital structure and a conclusive
resolution of the claims at issue in the USA Settlement Agreements.
The Plan will leave Reorganized Millennium and its subsidiaries on
sound financial footing and position them for long-term success.

All general unsecured claims (other than the Government Claims and
the MLH Tax Note Claims) will be reinstated or paid in full in cash
in the allowed amount of the claim or in the ordinary course as
such claims become due, as applicable.

In a separate motion, the
Debtors are requesting a combined hearing for approval of the
Disclosure Statement and
confirmation of the Plan, to be set on or about December 11, 31
days after the Petition Date, as well as deadlines associated with
the requested combined hearing.

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

            http://bankrupt.com/misc/14_MILLENEUM_Plan.pdf

                      About Millennium Lab

Millennium Lab Holdings II, LLC, Millennium Health, LLC and
Rxante, LLC, providers of laboratory-based diagnostic testing
focused on drugs of abuse and clinical medication monitoring, filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284,
15-12285 and 15-12286, respectively) on Nov. 10, 2015.  The Debtors
estimated assets in the range of $100 million to $500 million and
liabilities of more than $1 billion.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts
counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez &
Marsal as financial advisor; and Prime Clerk LLC as claims and
noticing agent.

Judge Laurie Selber Silverstein has been assigned the case.


MILLENNIUM LAB: Seeks Joint Administration of Cases
---------------------------------------------------
Millennium Lab Holdings II, LLC, Millennium Health, LLC, and
Rxante, LLC ask the Bankruptcy Court to jointly administer their
Chapter 11 cases under Case No. 15-12284.

Bankruptcy Rule 1015(b) provides that if two or more petitions are
pending in the same court by or against a debtor and an affiliate,
the court may order joint administration of the estates of the
debtor and such affiliates.

According to the Debtors, joint administration will save time and
money and avoid duplicative and potentially confusing filings by
permitting counsel for all parties-in-interest to (a) use a single
caption on the numerous documents that will be served and filed and
(b) file papers in one case rather than in multiple cases.
Moreover, the Debtors add, joint administration will ease the
burden on the office of the U.S. Trustee in supervising these
bankruptcy cases.

The Debtors maintain that the rights of their respective creditors
will not be adversely affected by joint administration inasmuch as
the relief sought is purely procedural and is in no way intended to
affect substantive rights.  Each creditor and other party-in-
interest will maintain whatever rights it has against the
particular estate in which it allegedly has a claim or right.

                       About Millennium Lab

Millennium Lab Holdings II, LLC, Millennium Health, LLC and Rxante,
LLC, providers of laboratory-based diagnostic testing
focused on drugs of abuse and clinical medication monitoring, filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284,
15-12285 and 15-12286, respectively) on Nov. 10, 2015.  The Debtors
estimated assets in the range of $100 million to $500 million and
liabilities of more than $1 billion.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts
counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez &
Marsal as financial advisor; and Prime Clerk LLC as claims and
noticing agent.

Judge Laurie Selber Silverstein has been assigned the case.


MILLENNIUM LAB: Taps Prime Clerk as Claims and Noticing Agent
-------------------------------------------------------------
Millennium Lab Holdings II, LLC, et al., filed an application with
the Bankruptcy Court for the appointment of Prime Clerk LLC as
claims and noticing agent, assuming full responsibility for the
distribution of notices and the maintenance, processing and
docketing of proofs of claim filed in their Chapter 11 cases.

Although the Debtors have not filed schedules of assets and
liabilities, they anticipate that there will be in excess of 11,000
entities to be noticed.

"In view of the number of anticipated claimants and the complexity
of the Debtors' businesses, the Debtors submit that the appointment
of a claims and noticing agent is required by Local Rule 2002-1(f)
and is otherwise in the best interests of both the Debtors' estates
and their creditors," according to Brock Hardaway, chief executive
officer of Millennium.

The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk in the performance of the services be treated as
administrative expenses of their Chapter 11 estates 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 and hold harmless Prime Clerk and its
members, directors, officers, employees, representatives,
affiliates, consultants, subcontractors and agents under certain
circumstances specified in the Engagement Agreement, except in
circumstances resulting from Prime Clerk's gross negligence or
willful misconduct.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk LLC, represents to the Court 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 Millennium Lab

Millennium Lab Holdings II, LLC, Millennium Health, LLC and
Rxante, LLC, providers of laboratory-based diagnostic testing
focused on drugs of abuse and clinical medication monitoring, filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284,
15-12285 and 15-12286, respectively) on Nov. 10, 2015.
The Debtors estimated assets in the range of $100 million to $500
million and liabilities of more than $1 billion.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts
counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez &
Marsal as financial advisor; and Prime Clerk LLC as claims and
noticing agent.

Judge Laurie Selber Silverstein has been assigned the case.


MORNINGSTAR MARKETPLACE: Directed to File 4th Cash Use Stipulation
------------------------------------------------------------------
The U.S. Bankruptcy court for the Middle District of Pennsylvania,
according to a proceeding memo, directed the counsel for
Mortningstar Marketplace, LTD, to submit (i) an interim order for
continued use of cash collateral until Oct. 31, 2015; and (ii) a
fourth interim stipulated order on continued use until March 31,
2016.

As reported in the Troubled Company Reporter on Oct. 15, 2015, the
Debtor sought permission to amend its use of cash collateral going
forward and ask the Court to find and hold that the payment by
Debtor of the first mortgage payment to PNC Bank provides adequate
protection for the interests of Manufacturers and Traders Trust
Company.

The Debtor continues to pay the first mortgage payment of $23,459
per month to the first mortgage holder, PNC Bank.  The Debtor
represents that all mortgage payments owed to PNC Bank are current
and have been paid in a timely fashion since the Petition Date.

The Debtor believes that by paying the first mortgage it is
protecting and providing adequate protection for the interests of
M&T Bank, the holder of a junior mortgage by virtue of the fact
that the payments made to the first mortgage lender increase the
value of the junior mortgage with each payment and each succeeding
payment.  The Debtor represents that it has depleted its resources
to the detriment of other creditors and in favor of M&T by virtue
of the previous Cash Collateral Order in this matter and that
Debtor must protect its cash assets.

M&T Bank, as duly appointed Trustee under the Trust Indenture for
the holders of the York County Industrial Development Authority
Mortgage Revenue Bonds (Morningstar Solar LLC Project) Series 2010,
objected, asserting that the Debtor has failed to meet its burden
to demonstrate that M&T is adequately protected.  The Debtor has
the burden of proof with respect to adequate protection.   The
value of the collateral has eroded during the course of this case
in the approximate amount of $400,000, and the Debtor has fallen
behind in its tax payments during the course of the case in the
approximate amount of $120,000, M&T complained.

The Debtor, in response, explained that M&T fails to state the
first broker that was employed in the present case was secured by
its counsel.  The Debtor is paying $23,459 to M&T on account of its
first secured position as a mortgage holder per month.  With every
payment that Debtor makes to the first lienholder, the position of
M&T Bank as a second mortgage lienholder improves, the Debtor
asserts.

                  About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business in
St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014.
Judge Mary D France presides over the case.  Attorneys at Smigel,
Anderson & Sacks, LLP serve as counsel to the Debtor.  The Debtor
estimated $100 million to $500 million in assets and liabilities.


NEWZOOM INC: Terms to Compromise DIP Loan Controversy Okayed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
granted the joint motion of NewZoom, Inc., and the Official
Committee of Unsecured Creditors to compromise controversy among
the Debtor, the Committee, and MIHI, LLC, related to the
debtor-in-possession financing.

The Court ordered that the settlement term sheet will be deemed
modified in the "Committee Professional Fee Cap" section to read
as: "approved in advance in writing by the DIP Lender (or its
affiliate) prior to the Plan's effective date and by the
Reorganized Debtor after the Plan's effective date..."

The term sheet provides for, among other things:

   1. the Committee will support approval of the Disclosure
Statement in support of the Debtor's Plan of Reorganization,
confirmation of the Debtor's Plan dated Sept. 22, 2015, and each of
the milestones set forth in Section 5.26 of the Postpetition Loan
Agreement; and

   2. notwithstanding anything else set forth in the budget, the
DIP lender (or its affiliate) will fund under the Postpetition Loan
Agreement, the exit facility, or equity contribution, the lesser of
(a) the amount sufficient to satisfy all claims of counsel employed
by the Committee for fees and expenses allowed; and (b) $200,000
(the "Committee Professional Fee Cap").

A copy of the term sheet is available for free at:

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

The Committee notified the Court that it has withdrawn without
prejudice its objection to the Debtor's motion to approve
postpetition financing.

On Oct. 10, Judge Hannah L. Blumenstiel, entered a third interim
order authorizing the Debtor to:

   i) enter into a postpetition credit agreement with MIHI LLC,
lender, and the administrative agent;

  ii) grant liens and security interests in certain property of its
bankruptcy estate to secure payment of the borrowings; and

iii) grant adequate protection to the Debtor's prepetition secured
lender.

The Debtor was indebted to lender in the aggregate principal amount
of not less than $24,147,371 million.

Pending a final hearing on the motion, lender will lend money and
provide other financial accommodations to the Debtor up to a
maximum principal amount of $1.2 million.

The Committee, in its objection, stated that the DIP financing
motion must not be approved at this time because it overreaches for
extraordinary relief without any showing of meaningful, tangible
benefit to the estate.

On Oct. 2, Judge Blumenstiel entered a second interim order on the
DIP financing.

The Committee is represented by:

         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         A Limited Liability Partnership Including Professional
         Corporations
         Ori Katz, Esq.
         Michael M. Lauter, Esq.
         Four Embarcadero Center, 17th Floor
         San Francisco, CA 94111-4106
         Tel: (415) 434-9100
         Fax: (415) 434-3947
         E-mail: okatz@sheppardmullin.com       
                 mlauter@sheppardmullin.com

            -- and --

         John D. Fiero, Esq.
         Debra I. Grassgreen, Esq.
         John W. Lucas, Esq.
         Jason H. Rosell, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         150 California Street, 15th Floor
         San Francisco, CA 94111
         Tel: (415) 263-7000
         Fax: (415) 263-7010
         E-mail: jfiero@pszjlaw.com
                 dgrassgreen@pszjlaw.com
                 jlucas@pszjlaw.com
                 jrosell@pszjlaw.com

                           About NewZoom

Headquartered in San Francisco, California, NewZoom, doing business
as ZoomSystems, operates an automated retail channel.  It operates
ZoomShops, a custom-branded automated self-service retail stores
that facilitates online shopping.  It has ZoomShop network
locations in airports, malls, resorts, military bases, and retail
stores in the United States, Europe, and Japan.  The Debtor employs
approximately 115 people.

NewZoom, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif. Case No. 15-31141) on Sept. 10, 2015.  John A. Lawrence
signed the petition as president and chief executive officer.

The Debtor has estimated assets and liabilities in the range of $10
million to $50 million.

Pachulski Stang Ziehl & Jones LLP represents the Debtor as counsel.
Prime Clerk LLC acts as the claims and noticing agent.

The case is assigned to Judge Hannah L. Blumenstiel.


PARALLEL ENERGY: Sets Deadlines for Filing Proofs of Claim
----------------------------------------------------------
Parallel Energy LP and Parallel Energy GP LLC filed with the
Bankruptcy Court a motion establishing deadlines for filing proofs
of claim.

The Debtors propose that the first business day that is at least 30
days after the service of the Notice of Entry of Order Establishing
Bar Dates for Filing Proofs of Claim at 5:00 p.m. (Eastern Time)
will be the date by which everyone, excluding governmental units,
that holds a claim against them that arose prior to the Petition
Date must file a proof of claim.

The first business day that is at least 180 days after the Petition
Date at 5:00 p.m. (Eastern Time) will be the date by which
governmental units that hold a claim against the Debtors that arose
prior to the Petition Date must file a proof of claim.

All parties asserting claims against the Debtors' estates arising
from the Debtors' rejection of an executory contract or unexpired
lease must file a Proof of Claim by the later of (i) the Bar Date,
(ii) 21 days after entry of any order authorizing the rejection of
an executory contract or unexpired lease, or (iii) the date set
forth in an order authorizing rejection of an executory contract or
unexpired lease.

The Debtors request that any holder of a claim against them who is
required to file a Proof of Claim in accordance with the Proposed
Bar Date Order, but fails to do so on or before the applicable Bar
Date, not be permitted to vote to accept or reject any plan filed
in these Cases or participate in any distribution in these Cases on
account of such claim, or to receive further notices regarding such
claim.

While the Debtors have not yet filed their Schedules, they intend
to do so by Nov. 30, 2015, long prior to the expiration of the Bar
Dates.  Thus, the Debtors maintain, all creditors and interest
holders will have more than adequate time to review the Schedules
and their own records and file a proof of claim, if necessary.

Each Proof of Claim, including supporting documentation, must be
submitted either (a) electronically via the Claims Agent's Web site
(http://cases.primeclerk.com/Parallel)or (b) by U.S. Mail,
overnight mail, or other hand delivery system, so as to be actually
received by the Claims Agent on or before the Bar Date at the
applicable address:

                       Prime Clerk LLC,
                       830 Third Avenue, 3rd Floor,
                       New York, NY 10022

                       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.


PATRIOT COAL: $98,000  in Claims Transferred in October 2015
------------------------------------------------------------
In the Chapter 11 cases of Patriot Coal Corp., et al., three claims
switched hands in October 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
Gelco dba Element Fleet     Gelco dba GE Fleet       $51,564.97
Management                  Services

TRC Master Fund LLC         Thompson International,  $15,890.00
                            Inc.

TRC Master Fund LLC         TX Holdings Inc.         $30,928.00

                        About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner & Beran, PLC, as its local counsel.  Jefferies LLC
serves as its investment banker.

                        *     *     *

The Debtors on Oct. 9, 2015, won confirmation of their Chapter 11
Plan.  On Oct. 26, 2015, the effective date of the Plan occurred.
The Plan contemplates the sale of most of the assets to Blackhawk
Mining LLC and the remaining assets to Virginia Conservation Legacy
Fund.  The Debtors named Eugene I. Davis as the liquidating
trustee.


PITTSBURGH GLASS: S&P Retains 'B+' Rating on $360MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Pittsburgh Glass Works LLC's (PGW) $360 million senior secured
notes due 2018 to '3' from '4' following the company's $36 million
prepayment on the notes as well as S&P's revised valuation.  The
'3' recovery rating indicates S&P's expectation of meaningful
recovery (50%-70%; lower half of the range) in a simulated default
scenario.  S&P's 'B+' issue-level rating on the debt is unchanged.

RECOVERY ANALYSIS

Key analytical factors:

   -- S&P has completed a review of the recovery analysis and are
      revising its recovery rating on the senior secured notes to
      '3' while maintaining S&P's issue-level rating at 'B+'.

   -- Our simulated default scenario for PGW is based on a
      significant and protracted economic downturn that would hurt

      its original equipment manufacturer (OEM) and aftermarket
      sales, leading to a drop in earnings that causes the company

      to seek bankruptcy protection in 2019.

   -- S&P assumed that PGW would emerge from bankruptcy as a going

      concern, considering the cyclical economic factors inherent
      in S&P's default scenario, the company's long-term
      relationships with some of its largest OEM customers, and
      its market position with OEMs and in the aftermarket
      segment.  Therefore, S&P used an enterprise valuation
      approach to assess the recovery prospects for the senior
      secured note lenders.

   -- S&P valued the company on a going concern basis using a 5x
      multiple of its projected emergence EBITDA of $60 million.

   -- S&P estimates that for the company to default its EBITDA
      would need to decline moderately, representing a
      deterioration from its current state of business.  S&P
      assumes the company would draw 60% of the asset-based
      lending (ABL) facility.

Simulated default assumptions:

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $60.0 million
   -- EBITDA multiple: 5x

Simplified waterfall:

   -- Gross enterprise value: $300 million
   -- Administrative expenses: $15 million
   -- Net enterprise value: $285 million
   -- Valuation split (obligors/nonobligors): 89%/11%
   -- Priority claims: $110 million
   -- Value available to first-lien debt
     (collateral/noncollateral): $164 million/$11 million
   -- Secured first-lien debt claims: $300 million
      -- Recovery expectations: 50%-70% (lower half of the range)

RATINGS LIST

Pittsburgh Glass Works LLC
Corporate Credit Rating                B+/Stable/--

Recovery Rating Revised
                                        To                 From
Pittsburgh Glass Works LLC
Senior Secured                         B+                 B+
  Recovery Rating                       3L                 4



PRIMERA ENERGY: Patek's Application For Prelim. Injunction Denied
-----------------------------------------------------------------
Frederick Patek, et al., filed an Application for Temporary
Restraining Order and Temporary and Permanent Injunctions seeking
temporary and permanent injunctions against Defendants Brian K.
Alfaro, Primera Energy, LLC, Alfaro Oil and Gas, LLC, Alfaro
Energy, LLC, King Minerals, LLC and Silver Star Resources, LLC.

On August 12, 2015, the parties announced an agreement on the
record that the Plaintiffs would waive a hearing on their request
for a temporary restraining order and that the parties would move
forward on a hearing for a preliminary injunction.

In an Order dated October 28, 2015, available at
http://is.gd/TFEkg9from Leagle.com, Judge Craig A. Gargotta of the
United States Bankruptcy Court for the Western District of Texas,
San Antonio Division, denied the Plaintiffs' application for
Preliminary Injunction.

The adversary proceeding is FREDERICK PATEK, et al., Plaintiffs, v.
BRIAN K. ALFARO; PRIMERA ENERGY, LLC; ALFARO OIL AND GAS, LLC;
ALFARO ENERGY, LLC; KING MINERALS, LLC; SILVER STAR RESOURCES, LLC;
430 ASSETS, LLC, A MONTANA LLC; KRISTI MICHELLE ALFARO; BRIAN AND
KRISTI ALFARO, AS TRUSTEES OF THE BRIAN AND KRISTI ALFARO LIVING
TRUST; and ANA AND AVERY'S CANDY ISLAND, LLC., Defendants,
ADVERSARY NO. 15-05047-CAG (Bankr. W.D. Tex.).

The case is IN RE: PRIMERA ENERGY, LLC, CHAPTER 11, Debtor, CASE
NO. 15-51396-CAG (Bankr. W.D. Tex.).

Plaintiffs are represented by Brandon Barchus, Esq. --
bbarchus@faulkbarchus.com -- Faulk Barchus, Lawrence Morales II,
Esq. -- The Morales Firm, P.C., Natalie F. Wilson, Esq. --
nwilson@langleybanack.com -- Langley & Banack, Inc., David S.
Gragg, Esq. -- dgragg@langleybanack.com -- Langley & Banack, Inc.

Defendants are represented by J. Mitchell Little, Esq. --
mitch.little@solidcounsel.com -- Scheef & Stone, L.L.P., Patrick J.
Schurr, patrick.schurr@solidcounsel.com -- Scheef & Stone, LLP.

Jason R. Searcy, Ch. 11 Trustee, Trustee, represented by Jason R.
Searcy, Esq. -- jsearcy@jrsearcylaw.com -- Jason R. Searcy, P.C.

                           About Primera Energy

Primera Energy, LLC, is headquartered in San Antonio, Texas.

Primera Energy filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 15-51396) on June 3, 2015, to stop the
investors
from trying to "squeeze" money out of the Company, according to
the
Company's owner, Brian K. Alfaro.

The Company estimated its assets and liabilities at between $1
million and $10 million.  

Judge Craig A. Gargotta presides over the case.

Dean William Greer, Esq., who has an office in San Antonio, Texas,
serves as the Debtor's bankruptcy counsel.

The Chapter 11 petition was signed by Mr. Alfaro.


PROFESSIONAL FACILITIES: Sleepy's Right to Jury Trial Deemed Waived
-------------------------------------------------------------------
Susan DePaola filed a motion to strike the jury demand of Sleepy's,
LLC.  DePaola also seeks judgment on the pleadings as to two counts
of a counterclaim filed by Sleepy's, LLC.  Sleepy's, LLC has filed
an objection, asserting that its counterclaim is properly pled and
that it has not waived its right to a jury trial.

All of the claims and counterclaims alleged by DePaola and Sleepy's
in this case are non-core proceedings to which the right to a jury
trial would normally attach, Judge William R. Sawyer of the United
States Bankruptcy Court for the Middle District of Alabama ruled.
However, Sleepy's consented to final adjudication by this Court,
and waived its right to a jury trial, by filing a counterclaim
against the bankruptcy estate for an amount in excess of that which
DePaola claims, Judge Sawyer further ruled.

Sleepy's failed to allege that it ever rendered an account
statement to Professional Facilities Management Inc., or that PFMI
ever agreed to such an account, but Sleepy's has stated a claim for
unjust enrichment, Judge Sawyer added.

In a Memorandum Decision dated October 27, 2015 available at
http://is.gd/hzOGQWfrom Leagle.com, Judge Sawyer granted the
Plaintiff's motion to strike the jury demand and granted in part
and denied in part DePaola's motion for judgment on the pleadings.
DePaola's motion for judgment on the pleadings is granted as to the
account stated counterclaim, but denied as to the quantum meruit
counterclaim.

The bankruptcy case is SUSAN SHIROCK DEPAOLA, Plaintiff, v.
SLEEPY'S LLC, Defendant, ADV. PRO. NO. 15-3041-WRS (Bankr. M.D.
Ala.).

The case is In re PROFESSIONAL FACILITIES MANAGEMENT INC., Chapter
7, Debtor, CASE NO. 14-31095-WRS (Bankr. M.D. Ala.).

Susan Shirock DePaola, Plaintiff, is represented by:

          Jennifer B. Kimble, Esq.
          R. Scott Williams, Esq.
          RUMBERGER, KIRK & CALDWELL, P.C.
          Renasant Place, Suite 1300
          2001 Park Place North
          Birmingham, Alabama 35203
          Phone: 205.327.5550
          Fax: 205.326.6786
          Email: jkimble@rumberger.com
                 swilliams@rumberger.com

Sleepy's, LLC, Defendant, is represented by:

          Gerard S. Catalanello, Esq.
          Patricia H. Piskorski Heer, Esq.
          DUANE MORRIS, LLP  
          1540 Broadway
          New York, NY 10036-4086, USA
          Phone:+1 212 692 1000
          Fax:+1 212 692 1020
          Email: gcatalanello@duanemorris.com
                 PHHeer@duanemorris.com

             -- and --

          John L. Murphree, Esq.
          MAYNARD, COOPER & GALE, P.C.
          1901 Sixth Avenue North
          Regions Harbert Plaza Suite 2400
          Birmingham, AL 35203  
          Phone: 205.254.1000
          Email: lmurphree@maynardcooper.com


QUAD/GRAPHICS INC: S&P Affirms 'BB-' CCR & Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Sussex, Wis.-based printing company Quad/Graphics Inc.
to negative from stable.  At the same time, S&P affirmed its
ratings on the company, including the 'BB-' corporate credit
rating.

The outlook revision follows Quad's third-quarter results, in which
revenue decreased 6.5% year-over-year and adjusted EBITDA margin
declined to 9.3% from 12.7%.  "The negative rating outlook reflects
our expectation that Quad's operating performance will continue to
deteriorate over the next six to 12 months, its adjusted leverage
will rise to 3.9x in 2015 from 3.2x in 2014, and its adjusted
EBITDA margins will decrease to 9.5% from 11%," said Standard &
Poor's credit analyst Minesh Patel.  "The outlook also reflects the
decline in covenant headroom to 18.7% and the risk that increased
price competition or structural headwinds could cause adjusted debt
leverage to remain elevated."

Additionally, the negative outlook reflects the sharp increase in
Quad's adjusted leverage to the high end of S&P's 3x-4x rating
threshold, the decline in covenant headroom to 18.7%, and the risk
that increased price competition or structural headwinds could
cause adjusted debt leverage to remain elevated.

S&P could lower the rating if it believes that Quad is likely to
maintain leverage in the high-3x area or above 4x without a
near-term plan to reduce leverage or if its covenant compliance
declines to less than 15%.  This could happen if Quad is unable to
improve EBITDA margins and if revenue weakness persists.  A
downgrade would likely result from mid-single-digit revenue
declines or due to difficulties reducing costs in line with revenue
declines or in achieving expected cost savings.

S&P could revise the outlook to stable if the company shows good
progress in stabilizing and improving its margins and demonstrates
steadily declining leverage.  Under this scenario, S&P would be
more confident that the company was willing and able to maintain
leverage in the low- to mid-3x range.



QUIKSILVER RESOURCES: Final DIP Financing Order Entered
-------------------------------------------------------
Judge Brendan L. Shannon on Oct. 28, 2015, entered a final order
authorizing Quiksilver Resources Inc., et al., to obtain $175
million of debtor-in-possession financing from affiliates of
Oaktree Capital Management, L.P. and Bank of America, N.A. allowing
Quiksilver to continue to fund the Company's ongoing operations in
the U.S. and abroad.

The bankruptcy judge authorized the Debtors to obtain (i) a term
loan credit facility of up to $115 million pursuant to a Senior
Secured Super-Priority Debtor-in-Possession Credit Agreement, dated
as of Sept. 10, 2015 with OCCM FIE, LLC, as administrative agent
and the lenders party thereto, and (ii) $60 million of postpetition
revolving loans pursuant to a Second Amended and Restated Senior
Secured Super-Priority Debtor-in-Possession Credit Agreement, dated
as of Sept. 10, 2015, with Bank of America, N.A., as sole
administrative and collateral agent, and initial revolving lender.

As of the Petition Date, approximately $92 million was already
outstanding under an existing asset-based credit facility with Bank
of America, and $279 million was outstanding under 7.875% senior
secured notes due 2018 issued pursuant to an Indenture date as of
July 16, 2013 with Delaware Trust Company as successor indenture
trustee.  Funds managed by affiliates of Oaktree Capital
Management, which collectively hold 73% of the Debtors' outstanding
U.S. secured notes.

The DIP Financing Order approved these revised milestones:

  -- The deadline to file the Disclosure Statement, Plan
Solicitation Materials and a motion to approve the Disclosure
Statement was extended to Oct. 30, 2015;

  -- The deadline to obtain entry of orders approving the adequacy
of the Disclosure Statement and the Backstop Agreement is extended
to Dec. 4, 2015;

  -- The deadline to obtain entry of the Confirmation Order is
extended to Jan. 29, 2016; and

  -- The deadline to cause the effective date of the Agree
Restructuring Plan is extended to Feb. 5, 2016.

A copy of the Final DIP Financing Order is available for free at:

    http://bankrupt.com/misc/Quiksilver_382_Final_DIP_Order.pdf

                    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.


QUIKSILVER RESOURCES: PSA Has Jan. 29 Plan Approval Deadline
------------------------------------------------------------
Judge Brendan L. Shannon on Oct. 28, 2015, entered an order
approving Quiksilver Resources Inc.'s assumption of a plan sponsor
agreement with certain funds managed by affiliates of Oaktree
Capital Management, which collectively hold 73% of the Debtors'
outstanding U.S. secured notes.

Under the PSA, the Oaktree funds have agreed to vote in favor of a
plan that offers new common stock to pay off holders of secured
claims.  The Oaktree funds has committed to backstop two rights
offerings, of $122.5 million and $50 million, in order to provide
liquidity to fund certain obligations of the Debtors upon emergence
from these Chapter 11 cases.

The Court's order approving the PSA provides that Sec. 3.02(b) of
the PSA is modified to provide:

  -- The deadline in Sec. 3.02(b)(ii)(B) of the PSA to file a
motion to approve the Backstop Agreement is extended to Oct. 30,
2015;

  -- The deadline in Sec. 3.02(b)(v) to file the Disclosure
Statement, Plan Solicitation Materials and a motion to approve the
Disclosure Statement is extended to Oct. 30, 2015;

  -- The deadline in Section 3.02(b)(vi) to obtain entry of orders
approving the adequacy of the Disclosure Statement and the Backstop
Agreement is extended to Dec. 4, 2015;

  -- The deadline in Sec. 3.02(b)(vii) to obtain entry of the
Confirmation Order is extended to Jan. 29, 2016; and

  -- The deadline in Sec. 3.02(b)(viii) of the PSA to cause the
effective date of the Agree Restructuring Plan is extended to Feb.
5, 2016.

A copy of the PSA Order is available for free at:

      http://bankrupt.com/misc/Quiksilver_377_PSA_Order.pdf

                    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.



QUIRKY INC: Wants to Hire Klestadt Winters as Conflicts Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Quirky Inc. and its debtor-affiliates to employ Klestadt
Winters Jureller Southard & Stevens LLP as their conflicts counsel
to certain legal matters in relation to Comerica Bank.

Comerica Bank is a secured lender of the Debtors, holding first
priority liens on substantially all of the Debtors' assets.

The Debtors told the Court that their proposed bankruptcy counsel,
Cooley LLP, can not represent them in matters involving the bank
because of a potential conflict.  As a result, the Debtors have
requested that Klestadt Winters represent them in all matters
involving the bank, and other matters where a conflict might arise,
because of the expertise and experience of Klestadt Winters'
attorneys in bankruptcy cases.  The Debtors believe Klestadt
Winters is well qualified to represent them in these Chapter 11
cases.

The Debtors note that the scope of Klestadt Winters' retention may
be expanded upon further written notice to the Court and Office of
the United States Trustee (and any statutory committee) (a)
identifying the conflict or potential conflict of interest which
may be determined to exist for Cooley, (b) confirming the
disinterestedness of Klestadt Winters with regard to such matter or
conflict of Cooley, and (c) providing notice of not less than 10
business days for any objection to be filed by parties in
interest.

Klestadt Winters said it intends to apply to the Court for
compensation for professional services rendered in connection with
this case.  The firm has not received any promises as to
compensation in connection with this case other than in accordance
with the provisions of the Bankruptcy Code.  It does not have an
agreement with any other entity to share with such entity any
compensation it receives.

Klestadt Winters received prepetition retainer funds from Quirky in
the total amount of $70,000.  Prior to the Petition Date, $22,703
of the Retainer was applied to the payment of current fees.  As of
the Petition Date, the firm estimates that after application to
then existing work in process the balance of the Retainer is
approximately $47,296.  The Debtors propose allowing Klestadt
Winters to retain the remaining balance of the Retainer to ensure
payment of the firm's fees and expenses during the pendency of
these Chapter 11 cases.  Klestadt Winters will only apply the
Retainer consistent with an order of this Court authorizing same.

Sean C. Southard, Esq., attorney at the firm, said Klestadt Winters
does not have any connection with the Debtors, its creditors, the
United States Trustee or any other party in interest, or their
respective attorneys with respect to matters for which it is to be
employed.  Mr. Southard assured the Court that Klestadt Winters is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Mr. Southard can be reached at:

   Sean C. Southard, Esq.
   KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
   570 Seventh Avenue, 17th Floor
   New York, NY 10018

                        About Quirky, Inc.

Headquartered in New York City, Quirky designs and develops various
products ranging from electronics, home and garden, kitchen and
organization and sells those products through big box retailers
like Target and Home Depot and online through its Web site.  The
Company sold over 150 different products and a total of 4 million
units, generating over $50 million in revenue from its retail and
consulting businesses in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to Flextronics
International USA Inc., for $15 million, absent higher and better
offers.

The petitions were signed by Charles Kwalwasser, the chief
administrative officer.

Judge Martin Glenn is assigned to the jointly administered cases.

Quirky estimated assets in the range of $10 million to $50 million
and liabilities of at least $50 million.

The Debtors have engaged Cooley LLP as counsel, Klestadt Winters
Jureller Southard & Stevens LLP as conflicts counsel, Centerview
Partners LLC as investment bankers, FTI Consulting, Inc., as
financial advisors, Rust Consulting/Omni Bankruptcy as claims and
noticing agent and Hilco IP Services LLC dba Hilco Streambank as
intellectual property disposition consultant to Quirky, Inc.

The U.S. Trustee for Region 2 appointed five members to the
Official Committee of Unsecured Creditors.


ROCK AIRPORT: Ferrones's Suit vs. Clark Hill Remanded
-----------------------------------------------------
In a Memorandum Opinion dated October 27, 2015, available at
http://is.gd/KkWSG3from Leagle.com, Judge Carlota M. Bohmm of the
United States Bankruptcy Court for the Western District of
Pennsylvania granted the Motion to Remand the adversary proceeding
was commenced by the filing of Notice of Removal by Clark Hill
Thorp Reed, William C. Price, Michael H. Wojcik and Huntington
Bancshares, Inc.

The adversary proceeding is ROCK FERRONE and MARCIA FERRONE, his
wife, Plaintiffs, v. CLARK HILL THORP REED; WILLIAM C. PRICE;
MICHAEL H. WOJCIK; and HUNTINGTON BANCSHARES, INC., Defendants,
ADVERSARY NO. 15-2126-CMB (Bankr. W.D. Pa.).

The bankruptcy case is IN RE: ROCK AIRPORT OF PITTSBURGH, LLC,
Debtor, BANKRUPTCY NO. 09-23155-CMB (Bankr. W.D. Pa.).

Rock Airport of Pittsburgh, LLC, Debtor, is represented by:

          Robert O. Lampl, Esq.
          960 Penn Avenue
          Suite 1200
          Pittsburgh, PA 15222
          Phone: 412-392-0330
          Fax: 412-392-0335

Huntington Bancshares, Inc., Defendant, is represented by:

          Justin T. Barron, Esq.
          John R. O'Keefe Jr., Esq.
          METZ LEWIS BRODMAN MUST O'KEEFE LLC
          535 Smithfield Street
          Suite 800, Pittsburgh, PA 15222
          Phone: 412.918.1100
          Email: jbarron@metzlewis.com
                 jokeefe@metzlewis.com

                    About Rock Airport

Rock Airport of Pittsburgh, LLC, based in Pittsburgh,
Pennsylvania, filed for Chapter 11 bankruptcy (Bankr. W.D. Pa.
Case No. 09-23155) on April 30, 2009.  Robert O. Lampl, Esq.,
serves as Rock Airport's counsel.  In its petition, Rock Airport
estimated $1 million to $10 million in both assets and debts.  A
full-text copy of the petition, including the Debtor's list of 16
largest unsecured creditors, is available for free at
http://bankrupt.com/misc/pawb09-23155.pdf  

The petition was signed by Rock Ferrone, president of the Company.

Its affiliate, Pittsburgh-based RPP LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Pa. Case No. 13-20868) on Feb. 28, 2013,
disclosing $6,710,000 in assets and $6,200,000 in liabilities.
Elliott J. Schuchardt, Esq., at Schuchardt Law Firm, serves as
RPP's counsel.  The petition was signed by Rock Ferrone, managing
member.


RREAF O&G: Judge Dismisses Spectrum Bid to Lift Stay
----------------------------------------------------
U.S. Bankruptcy Judge Ronald King issued an order dismissing the
motion to lift the automatic stay filed by Spectrum Origination LLC
as withdrawn.

Spectrum on Oct. 7 asked for relief from the automatic stay so that
it could exercise its rights under its loan agreements with RREAF
O&G Portfolio #2 LLC and RREAF O&G Portfolio #3 LLC.

The move came after the companies allegedly failed to repay the
loans.  As of July 8, 2015, the companies owe Spectrum more than
$44.2 million, according to court filings.

                         About RREAF O&G

RREAF O&G Portfolio #2 LLC, RREAF O&G Portfolio Manager #2 LLC,
RREAF O&G Portfolio #3 LLC, and RREAF O&G Portfolio #3 Manager LLC,
collectively, own eight hotel properties in Texas.

RREAF O&G Portfolio #2, et al., sought Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Lead Case No. 15-70094), in Midland,
Texas, on July 8, 2015.  Webb M. ("Kip") Sowden, III, the CEO,
signed the Chapter 11 petitions.

The cases are assigned to Chief Bankruptcy Judge Ronald B. King.
The Debtors tapped Holland & Knight LLP as counsel.

Portfolio #2 estimated $50 million to $100 million in assets and
less than $50 million in debt.


STELLAR BIOTECHNOLOGIES: Commences Trading on NASDAQ
----------------------------------------------------
Stellar Biotechnologies, Inc., announced that the Company's common
shares began trading on The NASDAQ Capital Market, effective at
market open Nov. 5, 2015, under the symbol "SBOT."  The Company's
common shares will continue to trade on the TSX Venture Exchange
under the symbol "KLH."

"On behalf of our dedicated employees and partners, we are honored
to celebrate Stellar's listing on Nasdaq by being featured in the
stock exchange's closing ceremony," said Frank Oakes, president,
chief executive officer and chairman of Stellar Biotechnologies,
Inc.  "I want to take this opportunity to thank our shareholders
for their ongoing support of our company as we strive to be the
leading provider of KLH in immunotherapy.  We look forward to
communicating our future progress to you as a Nasdaq-listed
company."

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.

As of June 30, 2015, the Company had $11.2 million in total assets,
$1.7 million in total liabilities and $9.4 million in total
shareholders' equity.


THOMAS FRANCIS YOUNG: Appeal Recommended for Dismissal
------------------------------------------------------
In a Proposed Findings and Recommended Disposition dated October
28, 2015, which is available at http://is.gd/AZrfgyfrom
Leagle.com, Magistrate Judge Laura Fashing of the United States
District Court for the District of New Mexico recommended that the
District Court dismiss as moot Thomas Francis Young's appeal.

The adversary proceeding is THOMAS FRANCIS YOUNG, Appellant, v.
NATIONSTAR MORTGAGE, LLC, Appellee, NO. 1:14-CV-01143 JB-LF
(D.N.M.).

The bankruptcy case is In Re: THOMAS FRANCIS YOUNG and CONSUELO
ANGELINA YOUNG, Debtors, BANKRUPTCY NO. 13-12166-T11 (D.N.M.).

Thomas Francis Young, In Re, Pro Se.

Consuelo Angelina Young, Debtors, In Re, Pro Se.

Thomas Francis Young, Appellant, Pro Se.

Nationstar Mortgage, LLC, Appellee, is represented by:

          Stephen D. Ingram, Esq.
          CAVIN & INGRAM
          40 First Plaza Center NW, Suite 610
          Albuquerque, NM 87102
          Phone: (505) 243-5400
          Fax: (505) 243-1700
          E-mail: cilawfirm@aol.com

Alice Nystel Page, Trustee, represented by Alice Nystel Page.


TLC HEALTH: Hearing on Cash Collateral Continued Until Dec. 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
continued until Dec. 21, 2015, at 1:00 p.m., the hearing to
consider TLC Health Network's motion (i) to prohibit cash
collateral; (ii) for authority to obtain credit under 11 U.S.C.
Sec. 364.

As reported by the Troubled Company Reporter on Sept. 8, 2015, in a
10th Amended Final Order, the Court authorized the Debtor to
(i) incur postpetition secured superpriority indebtedness from
Brooks Memorial Hospital, in an aggregate amount equal to the
amounts in the revised budget with a variance of 7% per line item
permitted; and (ii) use cash collateral in which Brooks, Community
Bank, N.A., University of Pittsburg Medical Center, and the
Dormitory Authority of the State of New York assert an interest.

The Debtor would use the loan and cash collateral to continue to
wind down its operations and market and sell the certain real and
personal property and void immediate and irreparable harm to the
Debtor's estate.

As adequate protection from any diminution in value of the lender's
collateral, the Debtor will, among other things, make adequate
protection payments to Brooks in an amount not less than $12,500 on
or before the 15th of each month commencing on
Sept. 15, 2015.  The Debtor will also make adequate protection
payments to UPMC in an amounts less than $12,500 by Sept. 15,
2015.

                     About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel.  Damon & Morey LLP is the Debtor's special
health care law and corporate counsel.  The Bonadio Group is the
Debtor's accountants.  Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.



TOLT INTERMEDIATE: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to Tolt Intermediate Holdings,
LLC, a newly formed entity set up to combine Tolt Solutions, Inc.
and Pomeroy IT Solutions, Inc. The combined entity will be one of
the largest middle market providers of technology infrastructure
solutions and managed services in North America. The new entity
will be owned by private equity firm Clearlake Capital Group, LP.
Moody's also assigned B2 ratings to the company's senior secured
first lien revolver and term loan and a Caa2 rating to its senior
secured second lien term loan. The ratings outlook is stable.

The proceeds from approximately $315 million of first and second
lien term loans plus contributed cash equity will be used to i) pay
off existing Tolt debt , ii) purchase Pomeroy and iii) provide cash
to the balance sheet of the combined entity.

RATINGS RATIONALE

The B3 rating is driven by Tolt's high leverage and substantial
integration risk, offset to some degree by i) the combined
company's increased scale, ii) historically high renewal rates,
iii) strong recurring revenues, and iv) a leading position as a
provider of technology infrastructure and managed services to mid
to large market businesses. Moody's adjusted leverage based on LTM
June 30, 2015 results is 6.2x including adjustments for certain
one-time expenses and synergies, and approximately 9x based on
unadjusted results, pro forma for the new debt issuance. Leverage
is expected to fall to around 5.7x on a run-rate basis over the
next 12 to 18 months, depending on the pace at which the company
can achieve anticipated cost synergies. The integration of the two
businesses is not without risk, however, and relies upon delivering
various synergies and cost savings to fully grow revenues and
deleverage as projected.

The rating also recognizes the company's strong niche position as a
provider of IT solutions, to both specialty and national retailers,
and limited customer overlap between the former Tolt and Pomeroy
businesses. Although Moody's expects modest top line growth, the
company operates in a highly competitive and changing industry
environment that faces negative pricing pressures.

Liquidity is adequate based on a modest cash balance at closing, an
undrawn $40 million first lien revolver and expected free cash flow
in excess of $20 million over the next 12 months. Moody's expects
the revolver will be used on a regular basis to manage working
capital fluctuations. Moody's anticipates adequate cushion under
the financial covenants of the revolver and first and second lien
term loans. The first lien term loan is anticipated to amortize
approximately 1% per annum, with a bullet due at maturity about 6
years from closing. While the second lien term loan is anticipated
to have just a bullet due at maturity, approximately 7 years from
closing.

The stable outlook reflects Moody's expectation that revenues will
grow in the low single digits and free cash flow will be in excess
of $20 million over the next 12 months.

The ratings could be upgraded if the integration proceeds smoothly,
the company demonstrates organic revenue growth, leverage is
sustained below 5.5x and free cash flow to debt is sustained above
5%.

The ratings could be downgraded if performance deteriorates
materially as a result of competitive pressures or integration
challenges, such that leverage is sustained above 6.5x or free cash
flow is negative.

The following ratings were assigned:

Issuer: Tolt Intermediate Holdings, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured First Lien Revolving Credit Facility, Assigned B2
(LGD3)

Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD5)

Outlook - Stable

The combined Tolt Solutions, Inc. and Pomeroy IT Solutions, Inc.
will be one of the largest middle market providers of technology
infrastructure solutions and managed services in North America. The
combined businesses (Tolt Intermediate Holdings, LLC) generated
revenues of $872 million as of LTM June 30, 2015.


TOLT INTERMEDIATE: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to Tolt Intermediate Holdings,
LLC, a newly formed entity set up to combine Tolt Solutions, Inc.
and Pomeroy IT Solutions, Inc. The combined entity will be one of
the largest middle market providers of technology infrastructure
solutions and managed services in North America. The new entity
will be owned by private equity firm Clearlake Capital Group, LP.
Moody's also assigned B2 ratings to the company's senior secured
first lien revolver and term loan and a Caa2 rating to its senior
secured second lien term loan. The ratings outlook is stable.

The proceeds from approximately $315 million of first and second
lien term loans plus contributed cash equity will be used to i) pay
off existing Tolt debt , ii) purchase Pomeroy and iii) provide cash
to the balance sheet of the combined entity.

RATINGS RATIONALE

The B3 rating is driven by Tolt's high leverage and substantial
integration risk, offset to some degree by i) the combined
company's increased scale, ii) historically high renewal rates,
iii) strong recurring revenues, and iv) a leading position as a
provider of technology infrastructure and managed services to mid
to large market businesses. Moody's adjusted leverage based on LTM
June 30, 2015 results is 6.2x including adjustments for certain
one-time expenses and synergies, and approximately 9x based on
unadjusted results, pro forma for the new debt issuance. Leverage
is expected to fall to around 5.7x on a run-rate basis over the
next 12 to 18 months, depending on the pace at which the company
can achieve anticipated cost synergies. The integration of the two
businesses is not without risk, however, and relies upon delivering
various synergies and cost savings to fully grow revenues and
deleverage as projected.

The rating also recognizes the company's strong niche position as a
provider of IT solutions, to both specialty and national retailers,
and limited customer overlap between the former Tolt and Pomeroy
businesses. Although Moody's expects modest top line growth, the
company operates in a highly competitive and changing industry
environment that faces negative pricing pressures.

Liquidity is adequate based on a modest cash balance at closing, an
undrawn $40 million first lien revolver and expected free cash flow
in excess of $20 million over the next 12 months. Moody's expects
the revolver will be used on a regular basis to manage working
capital fluctuations. Moody's anticipates adequate cushion under
the financial covenants of the revolver and first and second lien
term loans. The first lien term loan is anticipated to amortize
approximately 1% per annum, with a bullet due at maturity about 6
years from closing. While the second lien term loan is anticipated
to have just a bullet due at maturity, approximately 7 years from
closing.

The stable outlook reflects Moody's expectation that revenues will
grow in the low single digits and free cash flow will be in excess
of $20 million over the next 12 months.

The ratings could be upgraded if the integration proceeds smoothly,
the company demonstrates organic revenue growth, leverage is
sustained below 5.5x and free cash flow to debt is sustained above
5%.

The ratings could be downgraded if performance deteriorates
materially as a result of competitive pressures or integration
challenges, such that leverage is sustained above 6.5x or free cash
flow is negative.

The following ratings were assigned:

Issuer: Tolt Intermediate Holdings, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured First Lien Revolving Credit Facility, Assigned B2
(LGD3)

Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD5)

Outlook - Stable

The combined Tolt Solutions, Inc. and Pomeroy IT Solutions, Inc.
will be one of the largest middle market providers of technology
infrastructure solutions and managed services in North America. The
combined businesses (Tolt Intermediate Holdings, LLC) generated
revenues of $872 million as of LTM June 30, 2015.



[*] Moody's Says School Districts Can Experience Credit Pressure
----------------------------------------------------------------
Some US public school districts are facing heightened fiscal
pressure owing to competition over enrollment from charter schools
and school-choice programs, leaving the most vulnerable districts
at risk for additional revenue loss, Moody's Investors Service
says. This competition can quickly and unpredictably depress public
schools' revenues, which can lead to a "downward spiral."

"Depending on how these competing entities are funded, the
competition can represent severe credit pressure for the most
vulnerable K-12 school districts," Moody's Assistant Vice President
-- Analyst Dan Seymour says in a new report on public schools,
"Competition Creates 'Downward Spiral' for Vulnerable School
Districts."

Publicly funded, independently operated charter school revenues are
often shared from the same mix of property taxes and state aid that
fund area public schools. Additionally, in some states
school-choice programs allow students to attend schools in other
districts. In both instances, the per-pupil funding follows the
participating students, depriving the original public school
district of the revenue.

Charter schools and school-choice programs do not affect school
districts uniformly across the country, Moody's says. Many urban
school districts with high percentages of students in charter
schools, such as Cleveland Municipal School District (A2 stable)
and Indianapolis Public Schools (Aa2 stable) remain highly rated.
Generally, districts most reliant on state aid tied to enrollment
are the most exposed.

The loss of students and revenue due to charter schools or
school-choice programs can cause a downward spiral as districts
react by cutting costs, which may, in turn, weaken their
educational product and encourage more students to seek
alternatives.

"The downward spiral happens when a district loses students to
charters or school choice, then loses the revenues associated with
those students," says Seymour. "The district cuts expenditures to
cope, which weakens its educational product, encouraging more
students to attend schools outside the district. The loss of those
students results in additional revenue loss, and the spiral
continues."

The most vulnerable school districts in Michigan (Aa1 stable) and
Pennsylvania (Aa3 negative) are examples of those facing mounting
credit pressures due to competition. In Michigan, the loss of
revenue to charter schools and from students moving to other
districts has led to 46 school district downgrades this year, while
Pennsylvania's charter schools are the primary driver of credit
strain for the state's most exposed districts, including the
Philadelphia School District (Ba3 negative).

Despite these pressures, the majority of public school districts
experience minimal fiscal stress due to competition, a testament to
the solid nature of the sector's institutional framework. However,
the fact that charter schools operate heavily in poorer, urban
areas means that competition frequently exerts itself on the
districts with the weakest demographics and lowest resilience
against fiscal stress.



[^] BOOK REVIEW: Lost Prophets -- An Insider’s History
--------------------------------------------------------
Posted on January 29, 2015 by tope_editor
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre’s personal perspective on the U.S. economy over
the
past four decades is firmly grounded in his experience and
knowledge. Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly “Outlook” column, Malabre was
in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day. He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy. To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. “In
sum, the profession’s record in the half century since Keynes
and
White sat down at Bretton Woods [after World War II] provokes
dismay.” Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued. In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre’s view of economists is widespread, although rarely
expressed in economic circles. It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right. Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed. For example, Malabre thinks of the
leading economist Milton Friedman and his “monetarist
colleagues”
as “super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver” from
about
the 1960s through the Reagan years of the 1980s. But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day. Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle. He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such. “The business cycle, like human nature, is
here to stay” is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics. In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.



                            *********

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

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

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

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

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

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

                            *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***