TCR_Public/151116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, November 16, 2015, Vol. 19, No. 320

                            Headlines

AEROJET ROCKETDYNE: S&P Affirms 'B' Corp. Credit Rating
AFFINITY GAMING: S&P Affirms 'B' Corp. Credit Rating
ALETHEIA RESEARCH: Freedman & Taitelman Settles Malpractice Suit
ALLEN PARK: S&P Raises Ratings on 2009A & 2009B Bonds to 'CCC+'
ALROSE ALLEGRIA: Seeks Feb. 26 Extension of Plan Filing Exclusivity

AMERICAN AIRLINES: "Lazo" Personal Injury Suit Dismissed
AMERICAN APPAREL: CEO Dov Charney Has Until Nov. 30 to Answer Suit
AMERICAN LIBERTY OIL: Seeks Approval of Mediation With JW Trust
AMERICAN LIBERTY OIL: Wants Until Feb. 1, 2016 to File Plan
ARIANA ENERGY: Vanguard's Claim No. 6 Disallowed

AVON PRODUCTS: Fitch Says CDS Trading at Wide Levels Amid Challenge
BERAU CAPITAL: Debt Indenture Satisfies Ch. 15 Eligibility
BLACK ELK ENERGY: Shell Objects to Cash Collateral Use
BLUE COAT: Moody's Affirms 'B3' Corporate Family Rating
BLUE COAT: S&P Lowers Corp. Credit Rating to 'B-' on High Leverage

BRANTLEY LAND: Trustee OK'd to Hire Jerry Harper as Accountant
BUILDERS FIRSTSOURCE: Reports Third Quarter 2015 Results
CAESARS ENTERTAINMENT: Creditors Seek Answers Cloaked by Privilege
CAESARS ENTERTAINMENT: Examiner Delays Delivery of Investigation
CALIFORNIA RESOURCES: S&P Affirms 'BB-' Sr. Unsecured Debt Rating

CENTRIC HEALTH: S&P Puts 'B-' CCR on CreditWatch Negative
CHAMPION INDUSTRIES: Gen. Harley Mooney Resigns From Board
CHEROKEE INVESTMENT: Paulus Sokolowski Suit Dismissed
CITY SPORTS: To Hold Liquidation Sales at All Locations
COUNTRY STONE: Committee Seeks Nod of First Midwest Settlement

CTI BIOPHARMA: Karen Ignagni Quits as Director
DEXTER AXLE: Moody's Assigns 'B2' Corporate Family Rating
DEXTER AXLE: S&P Assigns 'B+' Corp. Credit Rating
EAST ORANGE GENERAL: Hires Prime Clerk as Claims & Noticing Agent
EAST ORANGE GENERAL: Seeks 31-Day Extension to File Schedules

EAST ORANGE GENERAL: Wants to Use Cash Collateral
EAST ORANGE: Nov. 23 Meeting Set to Form Creditors' Panel
EDGE PENNSYLVANIA: Voluntary Chapter 11 Case Summary
ENERGY FUTURE: Board Member Praises Restructuring Strategy
ENERGY FUTURE: Partial Objection to Claim No. 6347 Sustained

ENERGY FUTURE: Partial Objection to UMB's Claim Sustained
ENERGY OILFIELD: Emergency Bid for Cash Collateral Use Denied
ERG INTERMEDIATE: Chapter 11 Plan of Reorganization Confirmed
ESSAR STEEL: S&P Lowers Corp. Credit Rating to 'D' on CCAA Filing
F-SQUARED INVESTMENT: Wants Until Feb. 3, 2016 to Decide on Leases

FEDERATION EMPLOYMENT: Has Until March 31 to Propose Ch. 11 Plan
FEDERATION EMPLOYMENT: Nov. 6 Set as Admin. Claims Bar Date
FIDELITY NATIONAL: Fitch Affirms BB+ Sr. Unsecured Debt Rating
FINJAN HOLDINGS: Appoints Gary Moore as Director
FREEDOM COMMUNICATIONS: Gets Nod to Use SP Cash Collateral

FRESH & EASY: Gets Approval to Incur $6 Million DIP Financing
FRESH & EASY: Hires IAC to Auction Assets at Distribution Center
FRESH & EASY: Seeks Dec. 29, 2015 Deadline to File Schedules
FRESH & EASY: Seeks to Reject 45 Leases and Subleases
FRESH & EASY: To Assume $4.5 Million Purchase Agreement with CVS

FRESH & EASY: Wants $4.5M Store Sale to CVS Pharmacy Approved
GRIFFIN SIGNS: Nov. 18 Meeting Set to Form Creditors' Panel
GT ADVANCED: GHTOT Seeks Compliance of Online Auction Sale Order
H.K. GRAND VENTURE: Chapter 11 Case Dismissed
HAGGEN HOLDINGS: Abandons Restructuring, Plans to Sell All Stores

HALYARD HEALTH: S&P Affirms 'BB' CCR, Outlook Negative
HAVERHILL CHEMICALS: Gordon Arata Approved as Corporate Counsel
HAWAIIAN TELCOM: S&P Assigns 'B' Rating on Proposed $320MM Loan
HERCULES OFFSHORE: Could Emerge from Bankruptcy Protection Soon
HII TECHNOLOGIES: Amends Schedule of Unsecured Creditors

HRG GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
HYPNOTIC TAXI: Dec. 21 Fixed as General Claims Bar Date
HYPNOTIC TAXI: Seeks to Continue Arrangement With Taxi Lessees
IMMC CORPORATION: Trustee's Suit vs. Erickson, et al., Dismissed
INNOVATIVE PERFORMANCE: Case Summary & 20 Top Unsecured Creditors

INTERNATIONAL TEXTILE: Posts $1.6 Million Net Income for Q3
KAMAN CORP: S&P Affirms 'BB+' CCR & Revises Outlook to Negative
LAWRENCE, IN: S&P Lowers Rating on 2007A & 2007B Bonds to 'BB+'
LEVEL 3: Posts $1 Million Net Income for Third Quarter
LIBERTY INTERACTIVE: Fitch Affirms BB IDR on Spin-off Announcement

LIBERTY INTERACTIVE: Moody's Affirms 'Ba3' Corporate Family Rating
LIBERTY INTERACTIVE: S&P Affirms 'BB' CCR, Outlook Stable
MATTAMY GROUP: S&P Revises Outlook to Stable & Affirms 'BB' CCR
MAUI LAND: Posts $9.66 Million Net Income for Third Quarter
MEN'S WEARHOUSE: S&P Alters Outlook to Neg. & Affirms 'B+' CCR

MF GLOBAL: Executives Lose Bid for E&O Coverage Extension
MGM RESORTS: Reports Net Income of $66.4-Mil. for Third Quarter
MICHIGAN POWER: Moody's Gives Ba2 Rating to $263MM Secured Loans
MILLENNIUM LAB: Seeks Approval of Cash Collateral Use
MILLENNIUM LAB: Wants 46-Day Extension to File Schedules

MORGANS HOTEL: Pine River Reports 9.1% Stake as of Nov. 4
MOTORS LIQUIDATION: To Pay Excess Distribution to DTC
NAPERVILLE THEATER: IDOR Allowed to Pursue Appeal Against CFB
NCR CORP: Moody's Lowers Corporate Family Rating to Ba3
NCR CORP: S&P Affirms 'BB+' CCR on Stock Buyback Plan

NEWALTA CORP: DBRS Cuts Issuer Rating to 'BB(low)'
NNN DORAL COURT: Court OKs Cash Collateral Use Until Jan. 16, 2015
NRAD MEDICAL: Seeks Jan. 3, 2016 Plan Exclusivity Extension
OUTER BANKS: Case Summary & 13 Largest Unsecured Creditors
OW BUNKER GERMANY: Seeks U.S. Recognition of German Proceeding

PACIFIC EXPLORATION: Fitch Lowers IDR to B-, On Watch Negative
PIONEER ENERGY: S&P Affirms 'B+' CCR & Revises Outlook to Neg.
PREMIER PROPERTY: Chapter 11 Case Dismissed
QUANTUM CORP: Incurs $11.2 Million Net Loss in Second Quarter
QUIKSILVER INC: Seeks Approval of $200K Ampla Assets Sale to ColEx

QUIKSLIVER INC: Wants Until April 6, 2016 to Decide on Leases
QUIRKY INC: Can Hire Hilco Streambank to Sell IP Assets
QUIRKY INC: Committee Wants to Hire Otterbourg PC as Counsel
QUIRKY INC: Court Approves PwC as Panel's Financial Advisor
QUIRKY INC: Gets Approval on $15M Sale of IoT Buisness Wink

QUIRKY INC: Lists $13.4-Mil. in Assets, $130.9-Mil. in Debts
QUIRKY INC: Taps Rust Consulting as Administrative Agent
RCHP INC: Moody's Raises Corporate Family Rating to B3
RCS CAPITAL: S&P Lowers Issuer Credit Rating to 'CCC', Outlook Neg.
RELATIVITY MEDIA: Has Until Jan. 26 to Remove Actions

RELATIVITY MEDIA: Movie Producer Objects to Exclusivity Extension
REMY INTERNATIONAL: S&P Withdraws 'BB-' Corporate Credit Rating
REVEL AC: 'Maze'-Like Utility Dispute with New Owner Stays Federal
REVEL AC: BNY Mellon Joins NJ Utility's Suit Against ACR Energy
SABINE OIL: Seeks to Advance Postpetition D&O Defense Costs

SAMUEL WYLY: Widow Says IRS Failed to Prove Fraud Over $1.2-Bil.
SEACOR HOLDINGS: Fitch Lowers IDR to 'B+', Outlook Stable
SENSATA TECHNOLOGIES: S&P Lowers CCR to 'BB' on Higher Debt
SETTLERS' HOUSING: Suit Against Schaumburg Bank Partially Dismissed
SOMERSET REGIONAL: Proposes Robert O Lampl, et al., as Attorneys

SPYGLASS EQUITIES: Case Summary & 20 Largest Unsecured Creditors
ST. CROIX PREPARATORY: S&P Raises Rating on 2012 Bonds to 'BB+'
STAR WEST: S&P Assigns Prelim. 'B+' Rating on Proposed $450MM Loan
STROMER MEDICAL: Motion to Stay Plan Confirmation Order Denied
SYNOVUS FINANCIAL: Moody's Assings Ba2 Sr. Unsecured Debt Rating

TONYA BROWN: Carlisle's Bid for Summary Judgment Not Premature
TOUCH AMERICA: AT&T's Motion to Dismiss Suit Denied
TREETOPS ACQUISITION: Suit vs. Sigma Alpha, et al., Remanded
UTEX INDUSTRIES: S&P Lowers CCR to 'CCC+' on Weak Finc'l. Results
VERSO CORP: Said to Hire Advisers for Debt Restructuring

WALTER ENERGY: Committee Appeals Final Cash Collateral Order
WALTER ENERGY: Committee Has Until Nov. 25 to File Issues on Appeal
WALTER ENERGY: Consensual Use of Cash Extended to Nov. 20
WALTER ENERGY: Dominion Appeals Final Cash Collateral Order
WALTER ENERGY: Nov. 24 Hearing on Sale Procedures

WALTER ENERGY: Wants Lien Challenge Period Extended
WEST CORP: Reports $49.5 Million Net Income for Third Quarter
WET SEAL: Wins Confirmation of Plan of Liquidation
[*] Fitch Says 3Q Delinquencies Up Modestly for U.S. Timeshare ABS
[*] Justices to Examine When Fraud Blocks Escape from Debts

[*] Wells Fargo to Pay $81.6 Million to Ch. 13 Bankrupt Borrowers
[^] BOND PRICING: For the Week from November 9 to 13, 2015

                            *********

AEROJET ROCKETDYNE: S&P Affirms 'B' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed all of
its ratings on Sacramento-based Aerojet Rocketdyne Holdings Inc.,
including S&P's 'B' corporate credit rating.  The outlook is
stable.

"The affirmation reflects Aerojet's improved financial risk profile
following its recent debt reduction, as its debt-to-EBITDA metric
has fallen to 4.8x for the last 12 months ended Aug. 31, 2015, from
about 5.7x for the same period in 2014," said Standard & Poor's
credit analyst Chris Mooney.  "While we expect that the company's
earnings will be somewhat higher over the next two years, which
should modestly improve its credit metrics, we also incorporate the
longer-term uncertainty surrounding Aerojet's earnings due to
heightened competition into our rating."

The stable outlook reflects S&P's expectation that Aerojet's
earnings will improve modestly over the next year, causing the
company's debt-to-EBITDA metric to decline to around 4.5x and its
FFO-to-debt ratio to increase to about 15% in 2016 from 4.8x and
11%, respectively, for the last 12 months ended Aug. 31, 2015.

S&P could raise its rating on AR if its debt-to-EBITDA metric falls
below 4x and its FFO-to-debt ratio rises above 20% for a sustained
period, potentially because of greater-than-anticipated
profitability stemming from cost reductions, increased demand for
AR's products, or a higher-than-expected level of debt reduction.
S&P could also raise the rating if the company improves its
competitive position by winning new contract awards such that its
long-term revenue visibility improves.

S&P could lower its rating on AR if its debt-to-EBITDA metric rises
above 5.5x and its FFO-to-debt ratio falls below 10% for a
sustained period, which could be caused by operational disruptions,
including increased costs on existing platforms or significant cuts
to AR's key programs, or increased debt to fund shareholder rewards
or an acquisition.



AFFINITY GAMING: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Las Vegas-based Affinity Gaming to stable from negative
and affirmed all ratings on the company, including S&P's 'B'
corporate credit rating.

"The revision of the outlook to stable from negative reflects our
expectation that Affinity's credit measures will continue to
improve through 2016, primarily as a result of operational and
marketing efficiencies that the company implemented in recent
periods to address previous missteps in operations," said Standard
& Poor's credit analyst Stephen Pagano.

Affinity is also benefiting from modest revenue growth across much
of its portfolio of properties.  S&P anticipates EBITDA will
recover to pre-2013 levels this year as a result of both operating
efficiencies and revenue growth and S&P expects the economic
environment and competitive landscape will allow the company to
sustain its improved operating performance through 2016.  As a
result, S&P's base-case forecast is for EBITDA to increase in the
high-20% area in 2015, following declines in EBITDA in both 2013
and 2014.  In addition, S&P expects EBITDA to increase in the
low-single digits in 2016, in line with its economists' forecast
for consumer discretionary spending growth.  Given these
expectations, S&P expects adjusted debt to EBITDA will improve to
the low-6x area by the end of 2015, from the high-7x area at the
end of 2014. S&P expects this measure to further improve to the
mid-5x area by the end of 2016.  S&P forecasts EBITDA coverage of
interest will improve to above 2x by 2016.

The stable outlook reflects S&P's expectation that Affinity will
sustain operating performance improvements such that adjusted
leverage will improve to the mid-5x area by the end of 2016 and
EBITDA coverage of interest will improve to the low to mid-2x area
by 2016.

S&P could lower the ratings if the company underperforms S&P's
performance expectations, such that EBITDA coverage of interest
declines toward the mid-1x area.  This could result from a slowdown
in regional economies leading to a loss in consumer spending or if
there is another material operating misstep. Furthermore, S&P could
lower the rating if the company begins using its excess cash
balances either as a result of operating underperformance or
shareholder returns in some form at a time when leverage is still
elevated.

Higher ratings are less likely at this time given S&P's current
forecast for credit measures through 2016 and the ongoing special
committee process.  S&P could raise the rating if operating
performance meaningfully exceeds its expectations or the company
repays debt faster than it is currently forecasting, leading to
leverage sustained below 5x, FFO to debt above 12%, and EBITDA
interest coverage above 2x.  In the event the special committee
concludes and the company uses its excess cash to repay debt such
that leverage improves below 5x, S&P could revise its financial
risk profile assessment and raise the rating.  However, prior to
raising the rating, S&P would also need to be confident that the
company's financial policy is aligned with these levels.
Additionally, in the event the company pursues acquisitions
following the special committee process, S&P could raise the rating
if the company funded the acquisition largely through its excess
cash balances, limiting the amount of debt required, such that
leverage improved to below 5x and interest coverage above 2x and
S&P believed the acquisition would improve the competitive position
of the company.



ALETHEIA RESEARCH: Freedman & Taitelman Settles Malpractice Suit
----------------------------------------------------------------
Daniel Langhorne at Bankruptcy Law360 reported that a California
federal judge on Nov. 5, 2015, approved a settlement allowing
Freedman & Taitelman LLP to exit a legal malpractice lawsuit in
which the trustee for bankrupt investment advisory firm and
management claimed Freedman and O'Melveny & Myers LLP collected
fees while ignoring a conflict of interest in representing
Aletheia.

Nov. 5's settlement resolves claims brought by Jeffrey I. Golden,
the defunct investment firm's Chapter 7 trustee, for more than
$32,000 in fees and costs collected by Freedman.  Golden had
alleged the firm ignored a conflict of interest.

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.   The Debtor disclosed $6,492,105
in assets and $17,457,458 in liabilities as of the Chapter 11
filing.

An official committee of unsecured creditors was appointed in
December 2012.  The Committee is represented by Pachulski Stang
Ziehl & Jones LLP while Brandlin & Associates provides financial
advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.

As previously reported by The Troubled Company Reporter, on
April 5, 2013, citing Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported that the U.S. Bankruptcy Judge in Los
Angeles granted the request of the Chapter 11 trustee and
converted Altheia's case to liquidation in Chapter 7.


ALLEN PARK: S&P Raises Ratings on 2009A & 2009B Bonds to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'CCC+' from 'CC' on Allen Park City, Mich.'s limited-tax general
obligation (GO) series 2009A and 2009B bonds and placed the rating
on CreditWatch with positive implications.  At the same time,
Standard & Poor's:

   -- Placed its 'CCC+' long-term rating and underlying rating
      (SPUR) on the city's limited-tax GO series 2002 bonds,
      series 2005 bonds, series 2005 downtown development bonds,
      series 2007 bonds issued by the Brownfield Redevelopment
      Authority, and series 2010C bonds on CreditWatch with
      positive implications; and

   -- Affirmed its 'B-' long-term rating and SPUR on the city's
      unlimited-tax GO series 2003 and 2003B bonds.  The outlook
      is stable.

"The raised rating on the series 2009A and 2009B bonds to 'CCC+',
equivalent to the city's other limited-tax GO debt, reflects our
opinion that the terms of the tender do not constitute a distressed
exchange," said Standard & Poor's credit analyst Caroline West.
"The bonds' placement on CreditWatch with positive implications
reflects our view that once the city has purchased the 2009A and
2009B maturities that were tendered or offered unsolicited, the
city's ability to support its limited-tax debt service may improve
by one notch," Ms. West added.

Certain bondholders have agreed to tender, and others made an
unsolicited offer to sell, their series 2009A and 2009B bond
holdings, which will be financed upon closing of additional debt
issued by the Michigan Finance Authority on behalf of the city; the
new debt issuance is scheduled to occur on Nov. 19, 2015. After S&P
reviews the structure of the additional debt financing the purchase
of those particular maturities, as well as the city's updated debt
service schedules, S&P anticipates resolving the CreditWatch
placement.  S&P believes this will likely occur within 90 days.

S&P expects the rating on the remaining portion of the 2009A and
2009B bonds to stay consistent with the city's other limited-tax GO
debt.

While S&P no longer views the tender offer as possibly being a
distressed exchange, it still considers the city's overall credit
quality to be very weak, as reflected in its unlimited-tax GO and
limited-tax GO ratings, and as represented in the city's desire to
offer the tender.

Allen Park City serves an estimated population of 27,527 and is
located in Wayne County in the Detroit-Warren-Dearborn, MI MSA,
which S&P considers to be broad and diverse.



ALROSE ALLEGRIA: Seeks Feb. 26 Extension of Plan Filing Exclusivity
-------------------------------------------------------------------
Alrose Allegria, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the exclusive periods
within which it may file a Chapter 11 plan and solicit acceptances
thereto through Feb. 26, 2016 and April 27, 2016, respectively.

The Debtor cites these reasons to support its request for the
extension of its exclusive periods:

   (i) The Debtor's the Debtor's case contains complex tax and
business issues among multiple parties that require substantial
time and diligence to resolve;

  (ii) There has not been sufficient time to permit the Debtor to
initiate the negotiation of a chapter 11 plan;

(iii) Good faith progress has been made in negotiating with the
various stakeholders to enable the proposal of a viable plan;

  (iv) The resolution of the Debtor's tax claims must be completed
in order for the Debtor to propose a feasible plan of
reorganization; and

   (v) The Debtor has been paying postpetition obligations as they
become due.

The Debtor's Motion is scheduled for hearing on Dec. 1, 2015, at
11:00 a.m.  The deadline for the filing of objections to the
Debtor's Motion is set on Nov. 24, 2015 at 4:00 p.m.

Alrose Allegria is represented by:

          Richard J. Bernard, Esq.
          Alissa M. Nann, Esq.
          FOLEY & LARDNER LLP
          90 Park Avenue
          New York, NY 10016
          Telephone: (212)682-7474
          Facsimile: (212)687-2329
          E-mail: rbernard@foley.com
                  anann@foley.com

                       About Alrose Allegria

Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10
million to $50 million in assets and $1 million to $10 million in
debt.  Allen Rosenberg, managing member of Alrose Allegria and
president of the Alrose Group, signed the bankruptcy petition.
The
Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in
New York, as counsel.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Oct. 30, 2015.  The initial case
conference was set for Aug. 3, 2015.  

In July 2011, another unit of the Alrose Group, Alrose King David
LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 11-75361) in Brooklyn.  Alrose King David LLC was a
special entity established by the Alrose Group to own the
143-room,
beachfront hotel property called the Allegria Hotel & Spa in Long
Beach, Long Island.  Alrose King David won approval of its
reorganization plan in March 2012.



AMERICAN AIRLINES: "Lazo" Personal Injury Suit Dismissed
--------------------------------------------------------
Carlos Lazo filed a complaint in the Santa Barbara County Superior
Court against Attorney Steven P. Roberts; Belsher, Becker, Roberts
& Connell; American Airlines, Inc.; and the Garden City Group, LLC.
The gravamen of the allegations in the complaint is that
defendants were negligent in failing to provide the plaintiff with
certain information in connection with a prior personal injury
lawsuit in which current-defendants Steven Roberts and the Belsher
Law Firm represented the plaintiff against American Airlines.  The
personal injury lawsuit was dismissed with prejudice.

On September 4, 2015, the defendants removed plaintiff's action to
federal court.

In the suit, from which American Airlines has been dismissed, the
plaintiff's remaining claims are for (1) negligence against
defendants Roberts and the Belsher Law Firm for their alleged
failure to properly represent and advise plaintiff on issues of
international law and bankruptcy in connection with the underlying
personal injury suit; and (2) negligence and "equitable estoppel"
against GCG for alleged misrepresentations that GCG made in its
role as the claim administrator for American Airlines's Chapter 11
bankruptcy proceedings, which were commenced on or about November
29, 2011 in the United States District Court for the Southern
District of New York.

In a Civil Minutes dated October 26, 2015, which is available at
http://is.gd/S8egwSfrom Leagle.com, Judge Christina A. Snyder of
the United States District Court for the Central District of
California dismissed the plaintiff's complaint as to defendant
Garden City Group, without prejudice.  Judge Snyder gave the
Plaintiff until November 23, 2015, to file an amended complaint.
Failure to do so may result in dismissal with prejudice.

The case is CARLOS LAZO v. STEVEN P. ROBERTS, ET AL, NO.
2:15-CV-07037 CAS (PJWX)(C.D. Calif.).

                   About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.


AMERICAN APPAREL: CEO Dov Charney Has Until Nov. 30 to Answer Suit
------------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
Chancery judge on Nov. 6, 2015, allowed ousted American Apparel CEO
Dov Charney, who says he's out of money for lawyers, a few more
weeks to begin mounting his defense against Standard General LP's
contract claims, but would not alter the case schedule any further
right now.

During an emergency teleconference, Chancellor Andre G. Bouchard
gave Charney until Nov. 30 to answer a lawsuit from the hedge fund
accusing the bankrupt apparel seller's former chief executive of
violating a standstill agreement -- a shorter extension.

In a prior report Kat Greene at Bankruptcy Law360 said that
Mr. Charney asked the Delaware Chancery Court for time to raise the
funds to mount his defense in Standard General LP's contract
lawsuit, saying he'd depleted his savings and been dropped by his
attorneys at Cross & Simon LLC.

In a letter to Chancellor Andre G. Bouchard, Mr. Charney said the
Delaware court's decision to proceed with the case while he's also
fighting the hedge fund's bid to move his California state court
case put pressure on his finances.

                      About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petition was signed by Hassan
Natha as chief financial officer.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.


AMERICAN LIBERTY OIL: Seeks Approval of Mediation With JW Trust
---------------------------------------------------------------
American Liberty Oil Company, LP, asks the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, to approve an
agreed mediation between the JW Trust, the Debtor, and the Trustee
of the JW GST Exempt Trust in Dallas on Nov. 17, 2015, with David
Keltner of the law firm of Kelly Hart in Fort Worth.

The mediator's fee will be billed at $650 per hour.  The Debtor
proposes that it be responsible for 50% of the total of the
mediator's fees.

The Debtor relates that there is dispute involving the Debtor and
parties claiming ownership or control of the Debtor that arose
prepetition and continues to exist.  The Debtor further relates
that such issues have been brought to the Court by virtue of the
bankruptcy case filing, the removal of state court action involving
the Debtor styled as The JW GST Exempt Trust, by and through its
Trustee James Y. Wynne v. William M. Bywaters et al., Cause No.
60-2013CL2, County Court at Law No. 2, Henderson County, Texas, and
the filing of a Motion to Dismiss, among other pleadings, by the JW
GST Exempt Trust ("JW Trust") and James Y. Wynne.  The Debtor tells
the Court that in order to resolve the issues in the Removed
Action, the Motion to Dismiss and the broader issues as they relate
to the Chapter 11 bankruptcy case, the respective parties have
agreed to mediation.  The Debtor further tells the Court that the
Mediation will provide the parties the opportunity to confer and
potentially narrow the issues between and come to a full or partial
resolution of their disputes, any of which would be beneficial to
the Debtor, the bankruptcy estate, and other parties in interest.
The Debtor adds that the mediation will foster the preservation of
the resources of the Court and the parties in such matters.

American Liberty Oil Company is represented by:

          Hudson M. Jobe, Esq.
          Timothy A. York, Esq.
          QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
          2001 Bryan Street, Suite 1800
          Dallas, Texas 75201
          Telephone: (214)871-2100
          Facsimile: (214)871-2111
          E-mail: hjobe@qslwm.com
                  tyork@qslwm.com

                    About American Liberty Oil

American Liberty Oil Company, LP filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015.  The
petition was signed by Wreno S. Wynne, Jr., as managing partner of
ALOC LLC.  The Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million in its petition.
Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the
Debtor's counsel.  The case is assigned to Hon. Stacey G.
Jernigan.



AMERICAN LIBERTY OIL: Wants Until Feb. 1, 2016 to File Plan
-----------------------------------------------------------
American Liberty Oil Company, LP, asks the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, to extend the
periods of exclusivity to file a chapter 11 plan and solicit
acceptance thereof through February 1, 2016 and April 1, 2016,
respectively.

The Court had previously granted the Debtor's prior motion to
extend the Exclusive Periods, extending the original deadlines to
Dec. 2, 2015 and Feb. 1, 2016 ("First Extension").

The Debtor relates that since the Court granted the First
extension, the Debtor has continued to make significant progress
toward a confirmable plan of reorganization.  The Debtor contends
than in an effort to reach a fully consensual plan, the Debtor has
scheduled a Nov. 17 mediation with the JW Trust and James Wynne.
The Debtor further contends that if the mediation is successful,
will need additional time to incorporate the terms of the mediation
into a plan to present to the Court.  The Debtor relates that even
if the mediation does not result in a full settlement, the outcome
of the mediation will likely affect the Debtor's plan going forward
in this case and the Debtor needs additional time to file its plan
and obtain approval of disclosures and have an opportunity for
confirmation.

American Liberty Oil Company is represented by:

          Hudson M. Jobe, Esq.
          Timothy A. York, Esq.
          QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
          2001 Bryan Street, Suite 1800
          Dallas, Texas 75201
          Telephone: (214)871-2100
          Facsimile: (214)871-2111
          E-mail: hjobe@qslwm.com
                  tyork@qslwm.com

                About American Liberty Oil Company

American Liberty Oil Company, LP filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015.  The
petition was signed by Wreno S. Wynne, Jr., as managing partner of
ALOC LLC.  The Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million in its petition.
Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the
Debtor's counsel.  The case is assigned to Hon. Stacey G.
Jernigan.



ARIANA ENERGY: Vanguard's Claim No. 6 Disallowed
------------------------------------------------
Judge Gregory R. Schaaf of the United States Bankruptcy Court for
the Eastern District of Kentucky, Lexington Division, sustained
Ariana Energy, LLC's objection and disallowed Claim No. 6 filed by
Vanguard Natural Gas, LLC.

East Tennessee Natural Gas, LLC, had previously filed Claim No. 3
seeking damages related to rejection of the Firm Transportation
Agreement dated October 30, 2003, by and between ETNG, as
Transporter, and Ariana Energy as Shipper (the "2003 Transportation
Agreement").  Claim No. 3 was later assigned to Vanguard on April
10, 2015.

On August 21, 2015, Vanguard filed Proof of Claim No. 6 asserting
claims based on "indemnity arising out of performance of" the
Guaranty dated July 6, 2007, made by Vanguard, as Guarantor, in
favor of ETNG, as Beneficiary.  While Vanguard ultimately agreed
that Proof of Claim No. 3 is no longer viable, it explained instead
that it was pursuing a claim for indemnification and subrogation.

While Judge Schaaf held that Vanguard's claim is timely and that
Vanguard is not precluded from making the claim, the judge however,
found that the Guaranty does not reflect that Vanguard is liable
with the debtor on ETNG's claim for rejection damages under the
2003 Transportation Agreement.  Judge Schaaf thus concluded that
Vanguard has not satisfied its initial burden to prove it is
entitled to a subrogation claim pursuant to 11 U.S.C. Section 509.

The case is IN RE ARIANA ENERGY, LLC, DEBTOR, CASE NO. 14-51199
(Bankr. E.D. Ky.).

A full-text copy of Judge Schaaf's October 30, 2015 memorandum
opinion and order is available at http://is.gd/XJB8fAfrom
Leagle.com.

Ariana Energy, LLC is represented by:

          Mary L. Fullington, Esq.
          250 West Main Street Suite 1600
          Lexington, KY 40507
          Tel: (859) 288-7424
          Fax: (859) 259-0649
          Email: mfullington@wyattfirm.com


AVON PRODUCTS: Fitch Says CDS Trading at Wide Levels Amid Challenge
-------------------------------------------------------------------
Avon credit default swaps (CDS) are trading at record wide levels
as the company continues to wrestle with liquidity and the top
line, margins and cash flow decelerate, according to Fitch
Solutions and Fitch Ratings.

Five-year CDS widened 22% over the past month as of Nov. 11, to a
record wide 1,109 basis points.  Those levels underperform the
broader North America Consumer Goods sector (3% wider).  CDS
referencing Avon are trading 130% wider than they were at the
beginning of this year, a steep increase in the cost of
protection.

Avon liquidity has tightened but remains adequate in the near term.
The company recently stated that free cash flow (FCF) this year
will be below the $100 million guidance just 5 months ago on July
30, 2015.  Cash balances have also fallen by more than $370 million
from year end.  Additionally, as the company evaluates the foreign
exchange (F/X) impact on cash and cash flow into 2016, the $100
million or so in dividends could be in jeopardy.  While a dividend
cut would be positive for creditors, it is also a signal of
increased pressure on liquidity.

Negative F/X has had an outsize impact on Avon, which has also been
compounded by slowing emerging markets, particularly Brazil.
Neither factor appears likely to turn around in the near term,
further pressuring margins and cash flows.

The company has nearly $1 billion in liquidity, including a
$400 million fully available, secured revolver.  However, the
modest liquidity cushion does not allow enough flexibility to
accelerate a cash restructuring that can better match costs to a
much smaller company.  Avon's revenues have decelerated at
sequentially faster rates since 2012, when it declined 5% to $10.5
billion.  Annual revenue growth rates accelerated to negative 7% in
2013, negative 12% in 2014 and is currently negative 18% for the
nine months ended Sept. 30, 2015.  The company is on pace to end
2015 with about $7 billion in revenues vs. the $10.5 billion
recorded in 2012.

However, overhead reductions, as measured by adjusted SG&A, have
not kept pace with revenue declines, decreasing only 2% in 2012 and
14% for the nine months of 2015.  The rapidly strengthening dollar
since 2014 has been a factor in the difficulty of expense
reductions keeping pace.  Moreover, direct selling, with its
millions of representative touchpoints, makes it more difficult to
change course midstream and reduces Avon's ability to move quickly
to right-size the organization despite declining liquidity.  Avon's
measured pace of restructuring may be necessitated both by its need
to conserve resources in the near term and balance disruption to
its sales force.

The Nov. 5 downgrade of Avon Products, Inc.'s issuer default rating
(IDR) to 'B+' from 'BB-' reflected Fitch's increasing concern
regarding Avon's business model and inability to articulate a
viable strategy to improve organic sales and/or address its cost
structure, resulting in difficulty predicting a reversal in the
negative EBITDA trend.  The Rating Outlook is Negative, as
stabilization in key operating metrics is uncertain.



BERAU CAPITAL: Debt Indenture Satisfies Ch. 15 Eligibility
----------------------------------------------------------
An issue in Chapter 15 cases is whether a foreign debtor must have
a place of business or property in the United States to be eligible
to file a chapter 15 petition.

Foreign debtors who wish to file chapter 15 cases in New York often
have no place of business in the United States; therefore, the
focus shifts to whether the foreign debtor has property in New York
that will establish eligibility and venue in this district.

Section 109(a) of the Bankruptcy Code does not specify how much
property must be present or when or for how long property has had a
situs in New York.

Foreign debtor Berau Capital Resources Pte Ltd. does not have a
place of business in the United States.  Berau filed an insolvency
proceeding in Singapore, where the company has its headquarters.
The foreign representative originally focused solely on the
attorney retainer held by the foreign representative's New York
counsel as the basis for eligibility.  The United States Bankruptcy
Court for the Southern District of New York is satisfied that the
retainer provides a sufficient basis for eligibility in this case.
However, it is apparent that another substantial (and frequently
recurring) basis for chapter 15 eligibility exists here, the Court
noted.

Berau is an obligor on over $450 million of U.S. dollar denominated
debt; New York law expressly governs the debt indenture, which also
includes a New York choice of forum clause.  Under the indenture,
Berau appointed an authorized agent for service of process in New
York, and numerous acts must be performed in New York City.  The
debt was in default when the foreign representative filed the
chapter 15 case.

In a Memorandum Opinion dated October 28, 2015 which is available
at http://is.gd/g4GwMafrom Leagle.com, Judge Martin Glenn of the
United States Bankruptcy Court for the Southern District of New
York ordered that the debt indenture satisfies the Section 109(a)
requirement of "property in the United States," as the foreign
debtor has property in the United States.  Venue in the Southern
District of New York was likewise established, Judge Glenn ruled.

The case is In re: BERAU CAPITAL RESOURCES PTE LTD, Chapter 15,
Debtor in a Foreign Proceeding, CASE NO. 15-11804 (MG)(Bankr.
S.D.N.Y.).

Berau Capital Resources Pte Ltd, Debtor, is represented by:

          Edward J. LoBello, Esq.
          MEYER, SOUZZI, ENGLISH & KLEIN, P.C.
          1350 Broadway
          Suite 501
          P.O. Box 822
          New York, NY 10018
          Phone: 212-239-4999
          Fax: 212-239-1311
          Email: elobello@msek.com

                      About Berau Capital

Berau Capital Resources Pte Ltd., is incorporated under the laws
of the Republic of Singapore and is a wholly-owned subsidiary of
PT Berau Coal Energy Tbk ("BCE"), a public company incorporated
under the laws of the Republic of Indonesia.  Berau Capital was
incorporated in 2010, by BCE as a special purpose vehicle to raise
funds for and on behalf of the BCE Group.

In order to prevent recovery or enforcement efforts by creditors
that would jeopardize the BCE Group's and BCR's restructuring, on
July 4, 2015, BCR initiated proceedings in the High Court of the
Republic of Singapore (the "Singapore Court").

Berau Capital filed a Chapter 15 petition (Bankr. S.D.N.Y. Case
No. 15-11804) in Manhattan in the United States on July 10, 2015,
to seek recognition of its restructuring proceedings in Singapore.
Kin Chan, the chairman of the board of ARMs, signed the Chapter 15
petition and is serving as foreign representative.

The U.S. case is assigned to Judge Martin Glenn.

The Debtor tapped Edward J. LoBello, Esq., at Meyer, Suozzi,
English & Klein, P.C., in Garden City, New York, as counsel.


BLACK ELK ENERGY: Shell Objects to Cash Collateral Use
------------------------------------------------------
Shell Offshore Inc. filed a limited objection to Black Elk Energy
Offshore Operations, LLC's motion to use cash collateral.

Shell Offshore, on behalf of itself and related entities, contends
that the Debtor has failed to pay its pre- and post-petition joint
interest billings and other obligations under agreements related to
these interests and the Debtor's proposed cash collateral budgets
have failed to include any amounts for these obligations. Shell
further contends that under the agreements, Shell, as the operator,
has liens to secure the Debtor's obligations, as well as a
recoupment and setoff rights.

Shell tells the Court that it objects to the Cash Collateral Motion
to the extent the Debtor seeks to impair any such liens, security
interests, or rights of recoupment, offset, setoff, or other rights
or interests that Shell may have against the Debtor and/or the
Debtor’s property.  Shell further tells the Court that there is
no reasonable basis to prime, impair, prejudice, or make any
determinations as to the validity, extent, or priority of Shell’s
rights and interests pursuant to the Cash Collateral Motion or at
this juncture in the Debtor's chapter 11 case.

                          *     *     *

Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, granted Black Elk Energy
Offshore the continued use of cash collateral in the amount of
$541,587 through Nov. 8, 2015.  Judge Isgur authorized the Debtor
to pay Okin & Adams LLP $100,000 as a postpetition retainer.

Black Elk Energy Offshore is represented by:

          Pamela Gale Johnson, Esq.
          BAKER & HOSTETLER,LLP
          811 Main Street, Suite 1100
          Houston, Texas 77002-6111
          Telephone: (713)751-1600
          Facsimile: (713)751-1717
          E-mail: pjohnson@bakerlaw.com

                 - and -

          Elizabeth A. Green, Esq.
          Jimmy D. Parrish, Esq.
          BAKER & HOSTETLER, LLP
          SunTrust Center, Suite 2300
          200 South Orange Avenue
          Orlando, FL 32801-3432
          Telephone: (407)649-4000
          Facsimile: (407)841-0168
          E-mail: egreen@bakerlaw.com
                 jparrish@bakerlaw.com

                 - and -

          Jorian L. Rose, Esq.
          BAKER & HOSTETLER, LLP
          45 Rockefeller Plaza
          New York, NY 10111-0100
          Telephone: (212)589-4200
          Facsimile: (212)589-4201
          E-mail:  jrose@bakerlaw.com

Shell Offshore Inc. is represented by:

          Bob B. Bruner, Esq.
          William R. Greendyke, Esq.
          NORTON ROSE FULLBRIGHT US LLP
          Fulbright Tower
          1301 McKinney, Suite 5100
          Houston, TX 77010-3095
          Telephone: (713)651-5151
          Facsimile: (713)651-5246
          E-mail: bob.bruner@nortonrosefulbright.com
                  william.greendyke@nortonrosefulbright.com

                 - and -

          Ryan E. Manns, Esq.
          NORTON ROSE FULBRIGHT US LLP
          2200 Ross Avenue, Suite 3600
          Dallas, TX 75201-7932
          Telephone: (214)855-8000
          Facsimile: (214)855-8200
          E-mail: ryan.manns@nortonrosefulbright.com

                 About Black Elk Energy Offshore

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

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

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

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

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



BLUE COAT: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Blue Coat Holdings, Inc's
existing ratings, including the B3 Corporate Family Rating (CFR),
B3-PD Probability of Default Rating, and the B2 and Caa2 ratings
for its 1st lien credit facilities and senior notes, respectively.
The ratings have a stable outlook. The company plans to use net
proceeds from $225 million of incremental term loans, cash on hand
and rollover equity to finance the acquisition of Elastica, Inc.
for $280 million.

RATINGS RATIONALE

Moody's estimates that pro forma for the acquisition of Elastica,
Blue Coat's total debt to EBITDA (Moody's adjusted, excluding
non-recurring costs) will increase from 7.5x to about 8.9x.
Elastica has very modest revenues and is expected to be dilutive to
the consolidated company's EBITDA on a trailing twelve months
basis. The acquisition of Elastica, coupled with the recent tuck-in
acquisition of Perspecsys, will enhance Blue Coat's product
portfolio addressing the rapidly growing enterprise security
software market for managing cloud applications. However, Blue
Coat's execution risks will be high until the company substantially
grows the installed base for Elastica's products leveraging its
distributor and reseller channels. Blue Coat's high leverage
affords limited margin for execution missteps.

The affirmation of the ratings reflects Blue Coat's strong non-GAAP
revenue and adjusted EBITDA growth of approximately 17% and 32%,
respectively, for the six month period ending in October 2015, and
Moody's expectation that leverage should decline to below 7.5x by
mid-2017. The company has reported accelerating growth in bookings,
which should translate into strong growth in free cash flow over
the next 12 to 18 months. Moody's expects Blue Coat to generate
free cash flow of approximately 4% to 5% of total debt in FYE April
2016, despite the increase in debt and negative EBITDA from
Elastica.

The B3 CFR reflects Blue Coat's very high leverage, its narrow
product portfolio and reliance on one-time product sales that
comprise a high proportion of revenues. The company's credit
profile benefits from good growth prospects for its core
addressable markets and its leading position in the niche Secure
Web Gateway appliances market. Moody's expects Blue Coat's
recurring software and services revenues, which comprise about 53%
of its total revenues, to grow faster than its product revenues.
Blue Coat has a large and diverse installed base of Secure Web
Gateway customers that account for the majority of its new product
sales and a significant portion of its services revenue. Moody's
expects Blue Coat to maintain good liquidity over the next 12 to 18
months.

The stable rating outlook is based on Moody's view that Blue Coat's
leverage will decline from earnings growth and the application of
free cash flow towards debt repayments.

Moody's could raise Blue Coat's ratings if revenue growth remains
or exceeds the high single digit percentages and if Moody's
believes that the company could sustain total debt to EBITDA
(Moody's adjusted) below 6.5x and free cash flow of at least in the
high single digit percentages of total debt.

Blue Coat's ratings could be downgraded if liquidity deteriorates
or revenue and operating cash flow growth declines to the low
single digit percentages for an extended period of time as a result
of intensifying competition or execution challenges. Moody's could
downgrade Blue Coat's ratings if total debt-to-EBITDA (Moody's
adjusted) is unlikely to be sustained below 7.5x and free cash flow
approaches breakeven on other than a temporary basis.

The following ratings were affirmed:

Issuer: Blue Coat Holdings, Inc.

-- Corporate Family Rating -- B3

-- Probability of Default Rating -- B3-PD

-- $100 million Senior Secured First Lien Revolving Credit
    Facility due 2020, B2 (LGD3)

-- $1,375 million (increased from $1,150 million) Senior Secured
    First Lien Term Loan due 2022, B2 (LGD3)

-- $470 million Senior Notes due 2023 -- Caa2 (LGD5)

-- Outlook:Stable

Headquartered in Sunnyvale, CA, Blue Coat Holdings, Inc., is a
leading provider of Internet security and wide area network
acceleration solutions.



BLUE COAT: S&P Lowers Corp. Credit Rating to 'B-' on High Leverage
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sunnyvale, Calif.-based Blue Coat Holdings Inc. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's $1.375 billion first-lien term loan due 2022 (including
the $225 million incremental loan) to 'B-' from 'B'.  The recovery
rating remains '3', indicating S&P's expectation for substantial
(50%-70%; lower end of the range) recovery in the event of payment
default.  S&P also lowered its issue-level rating on the company's
$470 million senior secured notes due 2023 to 'CCC' from 'CCC+'.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of payment default.

"The rating downgrade reflects our expectation that following the
acquisition, Blue Coat's adjusted leverage will remain elevated for
the next two years--above our 7.5x threshold for the 'B' corporate
credit rating," said Standard & Poor's credit analyst Kenneth
Fleming.

While the deal positions the company for longer-term growth in the
rapidly emerging cloud application security market, S&P expects the
acquisition provides modest incremental revenue and higher
operating expenses over the next 12 to 18 months.  Pro forma for
the transaction, including expected synergies, Blue Coat's leverage
will increase to the low to mid-9x area.

The stable outlook reflects S&P's expectation that the company's
good operating performance will enable some moderate reduction of
leverage but that leverage will remain high at above 8x over the
next year.

If leverage declines to the low 7x area, either through operating
improvements or debt reduction, S&P would consider raising the
rating.

While less likely, S&P could lower the rating if expected higher
growth over the next two years does not materialize, impeding free
cash flow generation and leading to an assessment of liquidity as
less than adequate.



BRANTLEY LAND: Trustee OK'd to Hire Jerry Harper as Accountant
--------------------------------------------------------------
The Hon. John S. Dalis of the U.S. Bankruptcy Court for the
Southern District of Georgia authorized R. Michael Souther, Chapter
11 trustee for Brantley Land & Timber Company, LLC, to employ Jerry
W. Harper and Schell & Hogan, LLP as accountants.

Mr. Harper is expectd to perform necessary accounting duties,
including the preparation of tax returns and ordinary bookkeeping
services.

The trustee will pay these hourly rates:

         Mr. Harper/Partners              $185
         Support Staff/Members         $52 - $158

As reported in the Troubled Company Reporter on Oct. 2, 2015, Judge
Dalis ordered the termination of Mr. Harper and his accounting firm
Schell & Hogan LLP as receiver and accountant and the appointment
of a Chapter 11 trustee.

The Debtor had filed an amended application for the continued
employment of Mr. Harper and his accounting firm as receiver and
accountant.  The application was objected to by the U.S. Trustee
for Region 21.

Judge Dalis held that as the Debtor's prepetition receiver,
Mr. Harper should not be granted power to control the Debtor
postpetition.  Due to their status as insiders, Judge Dalis further
held that Mr. Harper and his accounting firm, are not disinterested
persons and may not serve as accountants for the Debtor.

               About Brantley Land & Timber Company

Brantley Land & Timber Company, LLC, a real estate developer in
Brantley County, Georgia, has filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia,
on July 16, 2015.

The Debtor, which is controlled by the receiver, tapped McCallar
Law Firm as counsel.

The U.S. Trustee for Region 21 is not attempting to form a
committee of unsecured creditors in the Chapter 11 case of the
Debtor, at this time.


BUILDERS FIRSTSOURCE: Reports Third Quarter 2015 Results
--------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $8.75 million on
$1.27 billion of net sales for the three months ended Sept. 30,
2015, compared to net income of $8.50 million on $435 million of
net sales for the same period in 2014.

As of Sept. 30, 2015, the Company had $3.03 billion in total
assets, $2.88 billion in total liabilities and $156 million in
total stockholders' equity.

Commenting on the company's results, Builders FirstSource CEO Floyd
Sherman said, "We ended the third quarter of 2015 with pro forma
sales of $1.7 billion, flat to prior year excluding the impact of
closed locations, but grew adjusted EBITDA by 19 percent or $18
million.  We were able to achieve these positive results despite
the negative impact of commodity deflation on our current quarter
sales.  Average market prices for framing lumber have fallen
approximately 22 percent since the beginning of the year. As a
result, our third quarter 2015 pro forma lumber and lumber sheet
good sales excluding closed locations were down 6 percent versus
third quarter 2014.  However, our value-added pro forma sales
excluding closed locations of prefabricated components, windows &
doors, and millwork increased 6 percent versus third quarter 2014.

Mr. Sherman added, "Since the closing of the ProBuild acquisition
on July 31, I am even more confident that this acquisition will
drive significant value for our customers and stockholders.  We
have created a more diversified company with enhanced scale and an
improved geographic footprint, enabling a broader, more efficient
platform of manufacturing and distribution capabilities going
forward.  We have solidified a clear roadmap to deliver cost
savings, and have already implemented changes that are expected to
yield over $30 million of the projected $100-120 million of
annualized cost savings.  We believe these cost savings will begin
to benefit our fourth quarter results."

Chad Crow, Builders FirstSource president and CFO, commented, "We
have continued our focus on profitable growth as evidenced by the
approximately 160 basis point expansion in our pro forma gross
margin percentage and the approximately 110 basis point adjusted
EBITDA margin growth we achieved this quarter.  We paid down
approximately $160 million on the revolving credit facility in the
quarter since the acquisition close.

Mr. Crow commented further, "I am very pleased with the progress we
have made to date on integrating our two companies, and the pool of
talent we have across our combined organization continues to
impress me.  All aspects of the integration, including system
conversions and facility consolidations, are now in full swing and
are progressing as planned."

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

                       http://is.gd/gc2gJD

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The Company operates 56 distribution centers and 56
manufacturing facilities in nine states, principally in the
southern and eastern United States.  Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors.  Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.

Builders Firstsource reported net income of $18.2 million on $1.60
billion of sales for the year ended Dec. 31, 2014, compared to a
net loss of $42.7 million on $1.48 billion of sales in 2013.

                           *     *     *

As reported by the TCR on July 15, 2015, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Builders
FirstSource Inc. to 'B+' from 'B'.  

"The stable outlook reflects our view that Builders FirstSource
will continue to increase sales and EBITDA as U.S. residential
construction continues to recover from an historic downturn and the
company realizes significant synergies from the merger.  As a
result, we expect some improvement in the company's leverage
measures over the next 12 to 24 months while it maintains adequate
liquidity," said Standard & Poor's credit analyst Pablo Garces.

In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'.  The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.


CAESARS ENTERTAINMENT: Creditors Seek Answers Cloaked by Privilege
------------------------------------------------------------------
Steven Church, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that noteholders filed papers in Delaware Chancery Court
asserting that attorney Gregory Ezring should be forced to testify
because Caesars' lead witness in a lawsuit invoked the lawyer's
name repeatedly to avoid answering questions.

According to the report, the noteholders want details about an
April 2014 presentation made to the Caesars board by an attorney
who worked with Ezring, a partner at law firm Paul, Weiss, Rifkind,
Wharton & Garrison LLP who represents asset managers including
Apollo.

"Time and again, CEC witnesses who were present for that
presentation would not provide any information regarding what
transpired," the noteholders’ trustee said in the filing, which
was unsealed at the request of Bloomberg News.

The Delaware suit is Wilmington Savings Fund Society FSB v. Caesars
Entertainment Corp., CA NO. 10004, Delaware Chancery Court
(Wilmington).

               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.


CAESARS ENTERTAINMENT: Examiner Delays Delivery of Investigation
----------------------------------------------------------------
ABI.org reported that a court-appointed examiner said that an
independent investigation into transactions by casino giant Caesars
Entertainment Operating Co (CEOC) prior to its $18 billion
bankruptcy filing will not conclude by a Dec. 1, 2015.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

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



CALIFORNIA RESOURCES: S&P Affirms 'BB-' Sr. Unsecured Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
issue-level ratings on California Resources Corp.'s (CCR) senior
unsecured debt.  The recovery rating remains '3', which reflects
S&P's expectation for meaningful (upper half of the 50%-70%)
recovery for debtholders in the event of a payment default.

In addition, S&P affirmed its 'BB+' issue-level rating on CCR's
secured term loan and credit facility.  The recovery rating remains
'1', reflecting S&P's expectation for very high (90%-100%) recovery
for debtholders in the event of a payment default.

S&P's rating affirmation follows CCR's announcement that it has
launched an exchange offer for up to $1 billion aggregate principal
amount of its outstanding 5% senior unsecured notes due 2020, 5.5%
senior unsecured notes due 2021, and 6% senior unsecured notes due
2024.

The company plans to fund the exchange with up to $800 million of
new 8% second-lien notes due 2022.  In S&P's view, the note
exchange offer could substantially increase without affecting
ratings, assuming the company does not alter the terms of the
exchange.  S&P expects to rate the new senior secured notes after
the conclusion of the exchange offering.

S&P's corporate credit rating on the company remains 'BB-'.  The
rating outlook remains negative.

The ratings on the company reflect S&P's assessment of the
company's "satisfactory" business risk profile, "highly leveraged"
financial risk profile, and "adequate" liquidity, as defined in
S&P's criteria.  These assessments incorporate S&P's expectation
for high near-term debt leverage, potential for debt repayment from
asset monetizations, and "adequate" liquidity.  Ratings also
reflect the company's sizable scale of operations; limited
geographic diversity (limited to California, albeit in four
separate basins); oil-focused reserves and production base; and
participation in the capital-intensive and very cyclical
exploration and production industry.

RATINGS LIST

California Resources Corp.
Corporate credit rating                    BB-/Negative/--

Ratings Affirmed
  Sr unsecd notes                           BB-
   Recovery rating                          3H
  Sr secd term loan and credit facility     BB+   
   Recovery rating                          1



CENTRIC HEALTH: S&P Puts 'B-' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Centric
Health Corp., including its 'B-' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch placement reflects our view that despite an
improvement in Centric's operating performance in the past several
quarters, free cash flows remain inconsistent, liquidity remains
less-than-adequate, and the company faces a maturity of $13 million
in the near term," said Standard & Poor's credit analyst Arthur
Wong.

Centric is a health care services provider for the Canadian market.
By offering a number of different services, the company seeks to
be an efficient and cost-effective provider.  Centric is currently
undergoing a restructuring of its business, having sold
underperforming and nonstrategic businesses, cut costs, and
re-deployed divestiture proceeds to expand its remaining core
businesses -- physiotherapy, rehabilitation, and wellness;
specialty pharmacy; and surgical and medical centers.  Operations
have improved in the past several quarters, with EBITDA margins on
a rolling-12-month basis reaching nearly 12%, from under 9% last
year.

Meanwhile, the company remains highly leveraged, with adjusted debt
leverage in the 9x area and funds from operations (FFO) to debt in
the low-single-digit area.  S&P don't expect Centric's loan
covenants to be an issue.  However, S&P expects cash flows to
remain minimal and the company's $13 million in convertible notes
mature in April 2016, though the company has an option to convert
the notes.  With minimal cash on hand and limited availability
under its revolver, and weak, but improving, cash flows, the
company may have to refinance or divest businesses in the near
term, using the proceeds to settle the converts.

S&P will resolve the CreditWatch placement when Centric provides
further details on its plans for meeting the convertible debt
maturity.



CHAMPION INDUSTRIES: Gen. Harley Mooney Resigns From Board
----------------------------------------------------------
General Harley F. Mooney, Jr., resigned from the board of directors
of Champion Industries, Inc., effective Nov. 2, 2015, according to
a document filed with the Securities and Exchange Commission.
  
                      About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Champion Industries reported a net loss of $1.13 million for the
year ended Oct. 31, 2014, compared to net income of $5.71 million
in 2013.

As of July 31, 2015, the Company had $22.9 million in total assets,
$20.7 million in total liabilities and $2.1 million in total
shareholders' equity.


CHEROKEE INVESTMENT: Paulus Sokolowski Suit Dismissed
-----------------------------------------------------
Paulus, Sokolowski & Sartor, LLC, appeals from the March 26, 2014
order of the Law Division granting Cherokee Investment Partners
LLC, et al' motion for summary judgment and dismissing the
plaintiff's complaint as barred by the Entire Controversy
Doctrine.

In a Decision dated October 27, 2015, which is available at
http://is.gd/Rir1d7from Leagle.com, the Superior Court of New
Jersey, Appellate Division, affirmed the Order granting the
Defendants' Motion for Summary Judgment and dismissed the
Plaintiff's complaint.

The case is PAULUS, SOKOLOWSKI & SARTOR, LLC, a limited liability
entity organized under the laws of the State of Delaware,
Plaintiff-Appellant, v. THOMAS DARDEN; WILLIAM GAUGER; JAMES T.
HOCKENSMITH; CHEROKEE INVESTMENT PARTNERS, L.L.C., a limited
liability entity organized under the laws of the State of Delaware;
CHEROKEE INVESTMENT PARTNERS, II, L.P., a limited liability
partnership organized under the laws of the State of Delaware;
CHEROKEE INVESTMENT PARTNERS, III, L.P., a limited liability
partnership organized under the laws of the State of Delaware;
CHEROKEE NORTHEAST, L.L.C., n/k/a Jersey Management Services, a
limited liability entity organized under the laws of the State of
Delaware; NJM CAPITAL, L.L.C., f/k/a Cherokee Meadowlands, L.L.C.,
a limited liability entity organized under the laws of the State of
Delaware; CHEROKEE LOAN II, L.L.C., a limited liability entity
organized under the laws of the State of Delaware; and CHEROKEE
INVESTMENT PARTNERS LOAN II, L.L.C., a limited liability entity
organized under the laws of the State of Delaware,
Defendants-Respondents, DOCKET NO. A-4004-13T2.

Appellant is represented by: David J. Novack, Esq. --
dnovack@buddlarner.com -- Budd Larner, P.C., Philip S. Adelman,
Esq. -- padelman@buddlarner.com -- Budd Larner, P.C.

Respondents Cherokee Investment Partners, L.L.C., Cherokee
Investment Partners II, L.P., Cherokee Investment Partners III,
L.P., NJM Capital, L.L.C., Cherokee Loan II, L.L.C. and Thomas
Darden are represented by Steven P. Benenson, Esq. --
spbenenson@pbnlaw.com -- Porzio, Bromberg & Newman, P.C., John T.
Chester, Esq. -- jtchester@pbnlaw.com -- Porzio, Bromberg & Newman,
P.C., Blank Rome, L.L.P. and Biancamano Law, L.L.C.


CITY SPORTS: To Hold Liquidation Sales at All Locations
-------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that sporting goods
retailer City Sports told a Delaware bankruptcy judge on Nov. 5,
2015, that it is now going to hold liquidation sales at all of its
locations after no going-concern suitors emerged even though the
Debtor had a week's extra time to market its assets.

During a hearing in Wilmington, Delaware, City Sports Inc.
attorney, Gregg M. Galardi of DLA Piper, said that while the
company did have a robust auction on Nov. 3, the bids that came in
for were for agreements to hold going-out-of-business sales.

                         About City Sports

City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist
signed the petition as senior vice president and chief financial
officer.

The Debtors estimated both assets and liabilities of $10 million
to $50 million.  The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.

The Company is a Boston-based specialty sports retailer that
offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.



COUNTRY STONE: Committee Seeks Nod of First Midwest Settlement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Central District of Illinois, Peoria
Division, to approve the Settlement that it had entered into with
debtors Old CSH, Inc., f/k/a Country Stone Holdings, Inc. and First
Midwest Bank.

The Committee relates that the claims at issue were granted to it
pursuant to the debtor in possession financing arrangement with
First Midwest and the Court's Order approving the sale of
substantially all of the Debtors' assets.  The Committee further
relates that pursuant to the DIP Financing Order and the Sale
Order, the Committee was granted standing to bring estate claims
against First Midwest and others.  The Committee adds that along
with the estate claims against First Midwest, it was also granted
standing by the Court to bring the estate's claim against Ron
Bjustrom, an officer and director of the Debtors, for breaches of
his fiduciary duties to the Debtors that occurred both before and
after the Petition Date, among others.

David A. Agay, Esq., at McDonald Hopkins LLC, in Chicago, Illinois,
tells the Court that through the Settlement Agreement, the
Committee has agreed to release its claims against First Midwest so
that First Midwest’s and the estates' resources can be focused on
pursuing its claims against Honkamp Kruger & Co., PC.  Mr. Agay
further tells the Court that under the Settlement Agreement, the
estates will receive a portion of the proceeds of both claims
against Honkamp, not just the estates' claims.  Mr. Agay relates
that while the Committee believes that continued pursuit of its
claims against First Midwest ultimately could translate into the
estates realizing more value on account of both the Honkamp claims
and claims against First Midwest, the Committee has concluded that
the costs and risks of such continued litigation outweigh any
potential benefit.

The material terms of the Settlement Agreement, among others, are
as follows:

     (a) First Midwest shall pay the Debtors' estates $150,000.

     (b) Upon receipt of $150,000, subject to the possible
reversion rights described herein and the other terms of the
Settlement Agreement, the Estates shall be deemed to have assigned
the right to pursue the Estates' Honkamp Claims to First Midwest.
The Parties acknowledge that this assignment is not itself a
recovery on First Midwest's claim, but rather a negotiated way for
First Midwest and the Estates to realize on their respective
interests in the Honkamp Claims.

     (c) If the Honkamp Claims or either of them are pursued by
First Midwest, in whole or in part, and result in any proceeds,
whether by settlement, judgment, or otherwise, such proceeds or
other value will be allocated as follows: first, to reimburse First
Midwest's reasonable attorneys' fees and costs relating to the
pursuit of such Honkamp Claims incurred; and second, the remainder
of the proceeds or other value realized will be divided between the
Estates and First Midwest with the Estates receiving 15% and First
Midwest receiving 85% of such remaining proceeds.

     (d) On or before Dec. 31, 2015, First Midwest will either file
a lawsuit against Honkamp on account of First Midwest's Honkamp
Claims or inform the Debtors, the Committee, or their successors in
interest of First Midwest's decision to not file a lawsuit.  On or
before March 31, 2016, First Midwest will either file a lawsuit
against Honkamp on account of the Estates' Honkamp Claims or inform
the Debtors, the Committee, or their successors in interest of
First Midwest’s decision to not file a lawsuit.

The Official Committee of Unsecured Creditors is represented by:

          David A. Agay, Esq.
          Sean D. Malloy, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle Street, Suite 2100
          Chicago, IL 60654
          Telephone: (312)280-0111
          Facsimile: (312)280-8232
          E-mail: dagay@mcdonaldhopkins.com
                  smalloy@mcdonaldhopkins.com

                          About Old CSH

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin,
Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.  The bankruptcy
cases are assigned to Judge Thomas L. Perkins.

Country Stone disclosed $45 million in liabilities.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, has appointed five creditors to serve in the official
unsecured creditors committee in the Debtors' cases.

The sale of substantially all of the assets of the Debtors to
Hyponex Corporation and Techo-Bloc Inc., closed on Jan. 30, 2015.
In line with the sale closing, the Debtors agreed to a change in
the caption of their bankruptcy cases.

The Bankruptcy Court has approved the name change, and Country
Stone Holdings, Inc.'s new name is Old CSH, Inc.



CTI BIOPHARMA: Karen Ignagni Quits as Director
----------------------------------------------
Karen Ignagni notified the Board of Directors of CTI BioPharma
Corp. of her decision to resign from the Board, with such
resignation to be effective Nov. 6, 2015.  The Company said the
decision to resign was not the result of any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.  Ms. Ignagni recently has taken on a new
professional role, which requires her full attention.

                       About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.

As of Sept. 30, 2015, the Company had $63.13 million in total
assets, $90.64 million in total liabilities and a $27.51 million
total shareholders' deficit.


DEXTER AXLE: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned Dexter Axle Company a B2
Corporate Family Rating and B2-PD Probability of Default Rating. At
the same time, Moody's assigned a B2 rating to the proposed 1st
lien senior secured bank credit facilities and the Euro-denominated
term loan facility. The rating outlook is stable.

Dexter is raising $570 million of US and Euro-denominated debt to
refinance its existing debt and fund the acquisition of AL-KO
Vehicle Technologies (AL-KO VT), a manufacturer primarily of axles
and chassis products for industrial and utility trailers and
motorized chassis and Recreational Vehicle end markets serving
outside of North America. Al-KO VT is a division of German-based
AL-KO Kober SE (AL-KO).

"The acquisition of AL-KO VT is transformative in that it almost
doubles Dexter's revenue base but increases Dexter's leverage by
roughly half a turn and presents moderate integration risk," said
Moody's Analyst, Morris Borenstein. At the same time, Dexter's
history with AL-KO VT is positive, given it acquired AL-KO's North
American business less than a year ago. Additionally, the
acquisition improves Dexter's geographic, customer, product, and
end-market diversification.

The following ratings were assigned:

Dexter Axle Company:

B2 Corporate Family Rating

B2-PD Probability of Default Rating

B2 (LGD3) $420 million 1st lien senior secured term loan

B2 (LGD3) $60 million 1st lien senior secured revolver

The rating outlook is stable.

Blitz F15-482-GmbH (German borrower):

B2 (LGD3) EUR134.9 million 1st lien senior secured term loan

The ratings assigned are subject to Moody's review of final
documentation upon the close of the proposed transaction.

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Dexter's significant
product concentration, moderate revenue size, high end market
cyclicality and leverage expected to be around 4 times by the end
of 2016. Pro forma for AL-KO VT, almost 70% of Dexter's revenues
will be in axles & chassis. Dexter's end markets include
industrial, utility, recreational vehicles and construction, some
of which are cyclical and tied to the health of the economies in
the US and Europe. The acquisition of AL-KO VT is transformative in
terms of size and geographic diversification, however also results
in higher leverage and risks associated with integration and
becoming a company with a global platform.

The rating is also supported by expectations of good free cash
flow, strong niche market positions, and good geographic
diversification with 50% of revenues in 2016 to be generated
outside the US. Dexter benefits from selling products with
meaningful replacement demand and that are not easily substituted.

The stable rating outlook reflects Moody's expectation for low to
mid-single digit growth across the business in 2016 supported by a
benign operating environment in the US and Europe for Dexter's
overall business.

Successful integration demonstrated by improving operating margins
and higher cash flow leading to a reduction of debt to EBITDA below
4 times on a sustainable basis could result in an upgrade. The
ratings could be downgraded if debt to EBITDA was sustained above 6
times or if EBITA to interest expense was sustained below 1.5
times.

Headquartered in Novi, Michigan, Dexter Axle Company is a
manufacturer of axles and related products. Dexter acquired AL-KO
Vehicle Technology (AL-KO VT), a division of AL-KO SE, a leading
manufacturer of primarily axles and motorized chassis in Europe and
Australia. Estimated pro forma revenues for the twelve months ended
September 30, 2015 were approximately $968 million. The company is
majority owned by Sterling Group Partners III, L.P., a
Houston-based investment fund.



DEXTER AXLE: S&P Assigns 'B+' Corp. Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' corporate credit rating to Dexter Axle Co.  The outlook is
stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating on the company's proposed $630 million senior
secured credit facility, which comprises a $60 million revolver
(including a EUR30 million sub-tranche) due 2020 and a $570 million
term loan (including a EUR134.9 million term loan) due 2022.  The
'3' recovery rating indicates S&P's expectation of meaningful
recovery (50%-70%; lower half of the range) in the event of a
payment default.

Dexter will use the proceeds from the proposed credit facility to
fund its acquisition of AL-KO VT, refinance its existing debt, pay
related fees and expenses, and to set aside cash on its balance
sheet.

"With pro forma revenues of roughly $970 million, Dexter Axle is a
manufacturer of axles and chassis, shocks and actuation systems,
vents and doors, and related replacement parts for use in the
industrial and utility (I&U) trailer, recreational vehicle (RV),
and automotive segments," said Standard & Poor's credit analyst
Nadine Totri.  "Our assessment of the company's business risk
profile reflects Dexter Axle's limited product diversity, narrow
scope of operations, moderate customer concentration, and its
participation in the fragmented and competitive trailer running
gear and components industry."  Dexter serves a wide variety of end
markets but is vulnerable to its cyclical end markets, such as the
residential and nonresidential construction, agricultural, and oil
and gas industries.  In addition, the company's recreational
vehicle segment is highly sensitive to consumer spending and
sentiment, which can grow or contract based on prevailing economic
and demographic conditions.  Given that the company's business mix
is weighted more towards new equipment sales, as aftermarket and
replacements parts comprise only roughly 17% of Dexter's pro forma
sales, S&P expects that the long-term demand for its products will
remain cyclical.  Margins on aftermarket sales tend to be more
stable and are higher than those on its original equipment sales.

The stable outlook on Dexter is based on S&P's outlook for modest
GDP growth over the next 12-24 months and its expectation that the
company's EBITDA will gradually improve from pro forma levels.  At
the current rating, S&P expects that the company will be able to
maintain an adjusted debt-to-EBITDA metric of between 4x and 5x pro
forma for the acquisition.  S&P assumes that Dexter's management
and its equity sponsor will be supportive of the company's credit
quality and thus have not factored any meaningful debt-funded
acquisitions or distributions into S&P's analysis.

S&P could consider downgrading Dexter if weakening economic or
construction activity causes its revenues to decline by about 5%
and lower fixed-cost absorption or unexpected difficulties during
the integration process pressure its margins.  Under these
conditions, the company's leverage would likely increase to more
than 5x.  S&P could also lower its rating if higher-than-expected
cash outflows or debt-financed activities hurt the company's
liquidity or cause its leverage to increase above 5x and its
FFO-to-debt ratio to drop below 12% for a sustained period.

Although unlikely, S&P could raise its rating on Dexter if the
company's private-equity ownership meaningfully declines and more
conservative financial policies lead S&P to expect that its debt
leverage will decline and remain below 4x.  In addition, S&P would
need to believe that the company's scope of operations have
meaningfully improved, which could reduce the cyclicality of its
markets.



EAST ORANGE GENERAL: Hires Prime Clerk as Claims & Noticing Agent
-----------------------------------------------------------------
East Orange General Hospital, Inc. and Essex Valley Healthcare,
Inc. seek authority from the Bankruptcy Court to employ Prime
Clerk, LLC as their claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
entities to be noticed in these Chapter 11 Cases.  In view of the
number of anticipated claimants, the complexity of the Debtors'
business, and the magnitude of parties who would be receiving
notice in these Chapter 11 Cases from the Clerk's Office of the
United States Bankruptcy Court for the District of New Jersey, the
Debtors assert that the appointment of a claims and noticing agent
is both necessary and in the best interests of the Debtors' estates
and their creditors.  

According to the Debtors, by appointing Prime Clerk as the claims
and noticing agent in these Chapter 11 cases, the distribution of
notices and the processing of claims will be expedited, and the
Clerk's Office will be relieved of the administrative burden of
processing what may be an overwhelming number of claims.

The current hourly rates of Prime Clerk's professionals are:

         Title                            Hourly Rate
    --------------                       -----------
    Analyst                                $30-$45
    Technology Consultant                  $80-$90
    Consultant                             $90-$130
    Senior Consultant                     $135-$160
    Director                              $165-$185
    Solicitation Consultant                  $185
    Director of Solicitation                 $195

Prior to the Petition Date, the Debtors paid Prime Clerk a retainer
of $25,000.

The Debtors believe that the fees and expenses that will be
incurred by Prime Clerk are administrative in nature and should not
be subject to the standard fee application procedures for
professionals.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk LLC, represented 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.

                    About East Orange General

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

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

Judge Vincent F. Papalia has been assigned the case.

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

The Debtors employ approximately 860 individuals.


EAST ORANGE GENERAL: Seeks 31-Day Extension to File Schedules
-------------------------------------------------------------
East Orange General Hospital, Inc., and Essex Valley Healthcare,
Inc., ask the Bankruptcy Court to extend their deadline to file
their schedules of assets and liabilities and statements of
financial affairs for an additional 31 days.

The Debtors relate that although they have commenced the extensive
process of gathering the necessary information to prepare and
finalize the Schedules and Statements, the 14 day time period
provided by Bankruptcy Rule 1007 will be insufficient for the
Debtors to complete the Schedules and Statements.

"The complexity of the Debtors' business, the limited staff
available to perform the required internal review of their
financial records and affairs, the numerous critical operational
matters that the Debtors' accounting and legal personnel must
address in the early days of these Chapter 11 Cases, and the
pressure incident to the commencement of the Chapter 11 Cases,
provide ample cause justifying, if not necessitating, the extension
of the deadline to file the Schedules and Statements," says Kenneth
A. Rosen, Esq. at Lowenstein Sandler LLP, counsel for the Debtors.

In addition, Mr. Rosen asserts that focusing the attention of the
Debtors' key accounting and legal personnel on critical operational
and restructuring issues during the early days of the Chapter 11
Cases will help the Debtors make a smoother transition into Chapter
11.

                     About East Orange General

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

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

Judge Vincent F. Papalia has been assigned the case.

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

The Debtors employ approximately 860 individuals.


EAST ORANGE GENERAL: Wants to Use Cash Collateral
-------------------------------------------------
East Orange General Hospital, Inc., and Essex Valley Healthcare,
Inc. request authority from the Bankruptcy Court to use cash
collateral and to provide adequate protection to any parties that
allege to have an interest in the cash collateral.  The Debtors
assert they require immediate authority to use cash collateral in
order to continue their business operations without interruption
toward the objective of formulating an effective plan of
reorganization.

"The use of cash collateral will allow the Debtors to continue to
provide quality healthcare services, which is critical to
protecting the Hospital's patients and the public," according to
Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, counsel to the
Debtors.  He continued, "The use of cash collateral will also
preserve the value of the Debtors' estates for all
parties-in-interest, including the Secured Parties, preserve
employment for their approximately 610 employees, and preserve the
Debtors' going-concern value while they run an expedited and
orderly sale process under section 363 of the Bankruptcy Code."

The Debtors tell the Court that without the immediate use of cash
collateral, they will be unable to pay ordinary and necessary
business expenses including, but not limited to, payroll and
related obligations, taxes, utilities, amounts owed to vendors and
other suppliers of goods and services, insurance, and other
expenses that are crucial to patient care and operational needs of
the Hospital.

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

                      About East Orange General

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

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

Judge Vincent F. Papalia has been assigned the case.

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


EAST ORANGE: Nov. 23 Meeting Set to Form Creditors' Panel
---------------------------------------------------------
Andy Vara, Acting United States Trustee of Region 3, will hold an
organizational meeting on Nov. 23, 2015, at 10:00 a.m. in the
bankruptcy cases of East Orange General Hospital, Inc. and Essex
Valley Healthcare, Inc..

The meeting will be held at:

         Office of the United States Trustee
         One Newark Center, 1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ  07102

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

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

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



EDGE PENNSYLVANIA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Edge Pennsylvania, LLC
           dba Edge Rubber
           fka Blackacre Properties, LLC
        1711 Opportunity Avenue
        Chambersburg, PA 17201

Case No.: 15-04869

Type of Business: Provides rubber powders and services

Chapter 11 Petition Date: November 12, 2015

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Mary D France

Debtor's Counsel: Robert E Chernicoff, Esq.
                  CUNNINGHAM, CHERNICOFF & WARSHAWSKY, PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: 717 238-6570
                  Fax: 717 238-4809
                  Email: rec@cclawpc.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Daniel McVicker, member.

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


ENERGY FUTURE: Board Member Praises Restructuring Strategy
----------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that another member
of Energy Future Holdings Corp.'s leadership trumpeted the Chapter
11 plan to rework $42 billion in debt on Nov. 6, 2015, saying it
got a difficult creditor constituency on board for the
restructuring strategy, as the confirmation hearing for one of the
largest bankruptcies ever closed its first week.

While on the witness stand in Delaware bankruptcy court, EFH board
member Jonathan D. Smidt praised the restructuring strategy --
which has a roughly $13 billion deal backed by a consortium led by
Hunt Consolidated Inc.

                 About Energy Future Holding Corp.

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

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Partial Objection to Claim No. 6347 Sustained
------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware sustained  Energy Future Intermediate
Holding Company LLC and EFIH Finance Inc.'s partial objection to
UMB Bank, N.A.'s Proof of Claim No. 6347.

UMB filed Proof of Claim No. 6347 as an indenture trustee for the
unsecured 11.25%/12.25% Senior Toggle Notes Due 2018 (the "PIK
Claim").  The claim sought a minimum of approximately $1.57 billion
in principal plus interest, fees and other amounts arising in
connection with the indenture.

The EFIH Debtors objected to the portion of the claim seeking: (i)
payment of the "Applicable Premium" or the Optional Redemption
Price of the indenture; and (ii) post-petition interest at the rate
specified in the indenture.

Judge Sontchi stated that the court recently addressed language
that was virtually identical to the PIK indenture in relation to
the First Lien Notes and found no payment was owed.  The judge
explained that the inclusion of the "premium, if any" and "other
monetary obligations" language in the PIK Indenture, which was not
present in the First Lien Indenture, does not change the analysis.
Thus, Judge Sontchi sustained the portion of the objection relating
to make-whole premiums.

The case is In re: ENERGY FUTURE HOLDINGS CORP., et al., Chapter
11, Debtors, CASE NO. 14-10979 (CSS) (Bankr. D. Del.).

A full-text copy of Judge Sontchi's October 30, 2015 memorandum
opinion is available at http://is.gd/Gs3QNufrom Leagle.com.

Energy Future Holdings Corp. is represented by:

          Joseph Charles Barsalona II, Esq.
          Mark D. Collins, Esq.
          Daniel J. DeFranceschi, Esq.
          Jason M. Madron, Esq.
          Tyler D. Semmelman, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Tel: (302) 651-7700
          Fax: (302) 651-7701
          Email: barsalona@rlf.com
                 collins@rlf.com
                 defranceschi@rlf.com
                 madron@rlf.com

            -- and --

          Iskender H. Catto, Esq.
          MCDERMOTT WILL & EMERY LLP
          340 Madison Avenue
          New York, NY 10173-1922
          Tel: (212) 547-5400
          Fax: (212) 547-5444

            -- and --

          Kevin Chang, Esq.
          Michael P. Esser, Esq.
          Christopher W. Keegan, Esq.
          Mark E. McKane Esq., Esq.
          KIRKLAND & ELLIS LLP
          555 California Street
          San Francisco, CA 94104
          Tel: (415) 439-1400
          Fax: (415) 439-1500
          Email: kevin.chang@kirkland.com
                 michael.esser@kirkland.com
                 chris.keegan@kirkland.com
                 mark.mckane@kirkland.com

            -- and --

          Richard M. Cieri, Esq.
          Cormac T. Connor, Esq.
          Bridget K. O'Connor, Esq.
          Matthew E. Papez, Esq.
          Michael A. Petrino, Esq.
          Bryan M. Stephany, Esq.
          KIRKLAND & ELLIS LLP
          655 Fifteenth Street, N.W.
          Washington, D.C. 20005-5793
          Tel: (202) 879-5000
          Fax: (202) 879-5200
          Email: cormac.connor@kirkland.com
                 matthew.papez@kirkland.com
                 michael.petrino@kirkland.com
                 bryan.stephany@kirkland.com

            -- and --

          William Guerrieri, Esq.
          Richard U.S. Howell, Esq.
          Chad J. Husnick, Esq.
          Natalie Hoyer Keller, Esq.
          Marc Kieselstein, Esq.
          Todd F. Maynes, Esq.
          Andrew McGaan, Esq.
          William T. Pruitt, Esq.
          Brenton Rogers, Esq.
          Steven N. Serajeddini, Esq.
          Anthony V. Sexton, Esq.
          Michael B. Slade, Esq.
          James H.M. Sprayregen, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Tel: (312) 862-2000
          Fax: (312) 862-2200
          Email: will.guerrieri@kirklanc.com
                 richard.howell@kirkland.com
                 chad.husnick@kirkland.com
                 natalie.keller@kirkland.com
                 marc.kieselstein@kirkland.com
                 todd.maynes@kirkland.com
                 andrew.mcgaan@kirkland.com
                 william.pruitt@kirkland.com
                 brenton.rogers@kirkland.com
                 steven.serajeddini@kirkland.com
                 anthony.sexton@kirkland.com
                 michael.slade@kirkland.com
                 james.sprayregen@kirkland.com

            -- and --

          Stephen E. Hessler, Esq.
          Edward O. Sassower, Esq.
          Brian Schartz, Esq.
          Aparna Yenamandra, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Tel: (212) 446-4800
          Fax: (212) 446-4900
          Email: stephen.hessler@kirkland.com
                 edward.sassower@kirkland.com
                 brian.schartz@kirkland.com
                 aparna.yenamandra@kirkland.com

            -- and --

          Thomas F. Driscoll II, Esq.
          BIFFERATO LLC
          800 N. King Street
          Wilmington, DE 19899-2165
          Tel: (302) 225-7600
          Fax: (302) 254-5383
          Email: tdriscoll@bifferato.com

            -- and --

          Michael A. Firestein, Esq.
          Lary Alan Rappaport, Esq.
          PROSKAUER ROSE LLP
          2049 Century Park East
          Los Angeles, CA 90067-3206
          Tel: (310) 557-2900
          Fax: (310) 557-2193
          Email: mfirestein@proskauer.com
                 lrappaport@proskauer.com

            -- and --

          Jeff J. Marwil, Esq.
          Mark K. Thomas, Esq.
          Peter Jonathon Young, Esq.
          PROSKAUER ROSE LLP
          Three First National Plaza
          70 West Madison Suite 3800
          Chicago, IL 60602-4342
          Tel: (312) 962-3550
          Fax: (312) 962-3551
          Email: jmarwil@proskauer.com
          mthomas@proskauer.com
          pyoung@proskauer.com

            -- and --

          P. Stephen Gidiere III, Esq.
          Jeremy L. Retherford, Esq.
          W. Clark Watson, Esq.
          BALCH & BINGHAM LLP
          1901 Sixth Avenue North Suite 1500
          Birmingham, AL 35203-4642
          Tel: (205) 251-8100
          Fax: (205) 226-8799
          Email: sgidiere@balch.com
                 jretherford@balch.com

            -- and --

          Jeremy L. Graves, Esq.
          GIBSON DUNN & CRUTCHER LLP
          1801 California Street Suite 4200
          Denver, CO 80202-2642
          Tel: (303) 298-5700
          Fax: (303) 298-5907
          Email: jgraves@gibsondunn.com

            -- and --

          Michael L. Raiff, Esq.
          William A. Romanowicz, Esq.
          Michael A. Rosenthal, Esq.
          GIBSON DUNN & CRUTCHER LLP
          2100 McKinney Avenue Suite 1100
          Dallas, TX 75201-6912
          Tel: (214) 698-3100
          Fax: (214) 571-2900
          Email: mraiff@gibsondunn.com
                 mrosenthal@gibsondunn.com

            -- and --

          David M. Klauder, Esq.
          BIELLI & KLAUDER, LLC
          1500 Walnut Street, Suite 900
          Philadelphia, PA 19102
          Tel: (215) 642-8271

United States Trustee is represented by:

          Richard L. Schepacarter, Esq.
          Andrea Beth Schwartz, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          844 King Street Suite 2207
          Lockbox 35
          Wilmington, DE 19801
          Tel: (302) 573-6491
          Fax: (302) 573-6497

The Official Committee of Unsecured Creditors is represented by:

          Elizabeth Blakely, Esq.
          POLSINELLI PC
          900 Third Avenue 21st Floor
          New York, NY 10022
          Tel: (212) 684-0199
          Fax: (212) 684-0197
          Email: eblakelypaquet@polsinelli.com

            -- and --

          Justin K. Edelson, Esq.
          Shanti M. Katona, Esq.
          Jarrett Vine, Esq.
          Christopher A. Ward, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Tel: (302) 252-0920
          Fax: (302) 252-0921
          Email: jedelson@polsinelli.com
                 skatona@polsinelli.com
                 jvine@polsinelli.com
                 cward@polsinelli.com

            -- and --

          Edward M. Fox, Esq.
          SEYFARTH SHAW LLP
          620 Eighth Avenue
          New York, NY 10018-1405
          Tel: (212) 218-5500
          Fax: (212) 218-5526
          Email: emfox@seyfarth.com

            -- and --

          Todd M. Goren, Esq.
          Daniel J. Harris, Esq.
          William M. Hildbold, Esq.
          Thomas A. Humphreys, Esq.
          Charles L. Kerr, Esq.
          J. Alexander Lawrence, Esq.
          Jennifer Marines, Esq.
          Lorenzo Marinuzzi, Esq.
          Brett H. Miller, Esq.
          Anthony Princi, Esq.
          Erica J. Richards, Esq.
          Kayvan B. Sadeghi, Esq.
          James Michael Peck, Esq.
          MORRISON & FOERSTER LLP
          250 West 55th Street
          New York, NY 10019-9601
          Tel: (212) 468-8000
          Fax: (212) 468-7900
          Email: tgoren@mofo.com
                 dharris@mofo.com
                 whildbold@mofo.com
                 thumphreys@mofo.com
                 ckerr@mofo.com
                 alawrence@mofo.com
                 jmarines@mofo.com
                 lmarinuzzi@mofo.com
                 brettmiller@mofo.com
                 aprinci@mofo.com
                 erichards@mofo.com
                 ksadeghi@mofo.com
                 jpeck@mofo.com

The Official Committee of Unsecured Creditors of Energy Future
Holdings Corp., Energy Future Intermediate Holding Company, LLC,
EFIH Finance, Inc., and EECI, Inc. (EFH Committee) is represented
by:

          Adam R. Brebner, Esq.
          Andrew Dietderich, Esq.
          Robert J. Giuffra Jr., Esq.
          Brian D. Glueckstein, Esq.
          Steven L. Holley, Esq.
          Alexa Kranzley, Esq.
          Mark F. Rosenberg, Esq.
          Mark U Schneiderman, Esq.
          Michael H. Torkin, Esq.
          David R. Zylberberg, Esq.
          SULLIVAN & CROMWELL LLP
          125 Broad Street
          New York, NY 10004-2498
          Tel: (212) 558-4000
          Fax: (212) 558-3588
          Email: brebnera@sullcrom.com
                 dietdericha@sullcrom.com
                 giuffrar@sullcrom.com
                 gluecksteinb@sullcrom.com
                 holleys@sullcrom.com
                 kranzleya@sullcrom.com
                 rosenbergm@sullcrom.com
                 torkinm@sullcrom.com
                 zylberbergd@sullcrom.com

            -- and --

          Mark Andrew Fink, Esq.
          Davis Lee Wright, Esq.
          MONTGOMERY, MCCRACKEN, WALKER & RHOADS
          1105 North Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: (302) 504-7800
          Fax: (302) 504-7820
          Email: mfink@mmwr.com
                 dwright@mmwr.com

            -- and --

          Sidney S. Liebesman, Esq.
          Natalie D. Ramsey, Esq.
          Mark B. Sheppard, Esq.
          MONTGOMERY, MCCRACKEN, WALKER & RHOADS
          123 South Broad Street
          Avenue of the Arts
          Philadelphia, PA 19109
          Tel: (215) 772-1500
          Fax: (215) 772-7620
          Email: sliebesman@mmwr.com
                 nramsey@mmwr.com
                 msheppard@mmwr.com

            -- and --

          Kimberly Ellen Connolly Lawson, Esq.
          REED SMITH LLP
          1201 Market Street - Suite 1500
          Wilmington, DE 19801
          Tel: (302) 778-7500
          Fax: (302) 778-7575
          Email: klawson@reedsmith.com

About Energy Future Holdings

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 total assets of $36.4
billion in book value and total 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: Partial Objection to UMB's Claim Sustained
---------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware sustained Energy Future Intermediate
Holding Company LLC and EFIH Finance Inc.'s Partial Objection to
UMB Bank, N.A.'s claim.

Pursuant to an indenture dated December 5, 2012, UMB filed Proof of
Claim No. 6347 with an accompanying addendum on behalf of the
holders of the unsecured 11.25%/12.25% Senior Toggle Notes Due 2018
(the "PIK Claim").  The claim sought a minimum of approximately
$1.57 billion in principal plus interest, fees and other amounts
arising in connection with the indenture.

On July 9, 2015, the Debtors filed the EFIH Debtors' Partial
Objection to Proof of Claim No. 6347 Filed by the Indenture Trustee
for the EFIH Unsecured Notes.  The Debtors objected to the portion
of UMB's claim seeking post-petition interest and payment of a
make-whole claim.

Judge Sontchi sustained the Debtors' Partial Objection to UMB's
claim.  The judge held that the PIK Claim is limited to the
principal and accrued fees and interest due as of the petition date
and excludes unmatured, post-petition interest.

The case is In re: ENERGY FUTURE HOLDINGS CORP., et al., Chapter
11, Debtors, CASE NO. 14-10979 (CSS) (Bankr. D. Del.).

A full-text copy of Judge Sontchi's October 30, 2015 memorandum
opinion is available at http://is.gd/j1HZxTfrom Leagle.com.

Energy Future Holdings Corp. is represented by:

          Joseph Charles Barsalona II, Esq.
          Mark D. Collins, Esq.
          Daniel J. DeFranceschi, Esq.
          Jason M. Madron, Esq.
          Tyler D. Semmelman, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Tel: (302) 651-7700
          Fax: (302) 651-7701
          Email: barsalona@rlf.com
                 collins@rlf.com
                 defranceschi@rlf.com
                 madron@rlf.com

            -- and --

          Iskender H. Catto, Esq.
          MCDERMOTT WILL & EMERY LLP
          340 Madison Avenue
          New York, NY 10173-1922
          Tel: (212) 547-5400
          Fax: (212) 547-5444

            -- and --

          Kevin Chang, Esq.
          Michael P. Esser, Esq.
          Christopher W. Keegan, Esq.
          Mark E. McKane Esq., Esq.
          KIRKLAND & ELLIS LLP
          555 California Street
          San Francisco, CA 94104
          Tel: (415) 439-1400
          Fax: (415) 439-1500
          Email: kevin.chang@kirkland.com
                 michael.esser@kirkland.com
                 chris.keegan@kirkland.com
                 mark.mckane@kirkland.com

            -- and --

          Richard M. Cieri, Esq.
          Cormac T. Connor, Esq.
          Bridget K. O'Connor, Esq.
          Matthew E. Papez, Esq.
          Michael A. Petrino, Esq.
          Bryan M. Stephany, Esq.
          KIRKLAND & ELLIS LLP
          655 Fifteenth Street, N.W.
          Washington, D.C. 20005-5793
          Tel: (202) 879-5000
          Fax: (202) 879-5200
          Email: cormac.connor@kirkland.com
                 matthew.papez@kirkland.com
                 michael.petrino@kirkland.com
                 bryan.stephany@kirkland.com

            -- and --

          William Guerrieri, Esq.
          Richard U.S. Howell, Esq.
          Chad J. Husnick, Esq.
          Natalie Hoyer Keller, Esq.
          Marc Kieselstein, Esq.
          Todd F. Maynes, Esq.
          Andrew McGaan, Esq.
          William T. Pruitt, Esq.
          Brenton Rogers, Esq.
          Steven N. Serajeddini, Esq.
          Anthony V. Sexton, Esq.
          Michael B. Slade, Esq.
          James H.M. Sprayregen, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Tel: (312) 862-2000
          Fax: (312) 862-2200
          Email: will.guerrieri@kirklanc.com
                 richard.howell@kirkland.com
                 chad.husnick@kirkland.com
                 natalie.keller@kirkland.com
                 marc.kieselstein@kirkland.com
                 todd.maynes@kirkland.com
                 andrew.mcgaan@kirkland.com
                 william.pruitt@kirkland.com
                 brenton.rogers@kirkland.com
                 steven.serajeddini@kirkland.com
                 anthony.sexton@kirkland.com
                 michael.slade@kirkland.com
                 james.sprayregen@kirkland.com

            -- and --

          Stephen E. Hessler, Esq.
          Edward O. Sassower, Esq.
          Brian Schartz, Esq.
          Aparna Yenamandra, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Tel: (212) 446-4800
          Fax: (212) 446-4900
          Email: stephen.hessler@kirkland.com
                 edward.sassower@kirkland.com
                 brian.schartz@kirkland.com
                 aparna.yenamandra@kirkland.com

            -- and --

          Thomas F. Driscoll II, Esq.
          BIFFERATO LLC
          800 N. King Street
          Wilmington, DE 19899-2165
          Tel: (302) 225-7600
          Fax: (302) 254-5383
          Email: tdriscoll@bifferato.com

            -- and --

          Michael A. Firestein, Esq.
          Lary Alan Rappaport, Esq.
          PROSKAUER ROSE LLP
          2049 Century Park East
          Los Angeles, CA 90067-3206
          Tel: (310) 557-2900
          Fax: (310) 557-2193
          Email: mfirestein@proskauer.com
                 lrappaport@proskauer.com

            -- and --

          Jeff J. Marwil, Esq.
          Mark K. Thomas, Esq.
          Peter Jonathon Young, Esq.
          PROSKAUER ROSE LLP
          Three First National Plaza
          70 West Madison Suite 3800
          Chicago, IL 60602-4342
          Tel: (312) 962-3550
          Fax: (312) 962-3551
          Email: jmarwil@proskauer.com
          mthomas@proskauer.com
          pyoung@proskauer.com

            -- and --

          P. Stephen Gidiere III, Esq.
          Jeremy L. Retherford, Esq.
          W. Clark Watson, Esq.
          BALCH & BINGHAM LLP
          1901 Sixth Avenue North Suite 1500
          Birmingham, AL 35203-4642
          Tel: (205) 251-8100
          Fax: (205) 226-8799
          Email: sgidiere@balch.com
                 jretherford@balch.com

            -- and --

          Jeremy L. Graves, Esq.
          GIBSON DUNN & CRUTCHER LLP
          1801 California Street Suite 4200
          Denver, CO 80202-2642
          Tel: (303) 298-5700
          Fax: (303) 298-5907
          Email: jgraves@gibsondunn.com

            -- and --

          Michael L. Raiff, Esq.
          William A. Romanowicz, Esq.
          Michael A. Rosenthal, Esq.
          GIBSON DUNN & CRUTCHER LLP
          2100 McKinney Avenue Suite 1100
          Dallas, TX 75201-6912
          Tel: (214) 698-3100
          Fax: (214) 571-2900
          Email: mraiff@gibsondunn.com
                 mrosenthal@gibsondunn.com

            -- and --

          David M. Klauder, Esq.
          BIELLI & KLAUDER, LLC
          1500 Walnut Street, Suite 900
          Philadelphia, PA 19102
          Tel: (215) 642-8271

United States Trustee is represented by:

          Richard L. Schepacarter, Esq.
          Andrea Beth Schwartz, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          844 King Street Suite 2207
          Lockbox 35
          Wilmington, DE 19801
          Tel: (302) 573-6491
          Fax: (302) 573-6497

The Official Committee of Unsecured Creditors is represented by:

          Elizabeth Blakely, Esq.
          POLSINELLI PC
          900 Third Avenue 21st Floor
          New York, NY 10022
          Tel: (212) 684-0199
          Fax: (212) 684-0197
          Email: eblakelypaquet@polsinelli.com

            -- and --

          Justin K. Edelson, Esq.
          Shanti M. Katona, Esq.
          Jarrett Vine, Esq.
          Christopher A. Ward, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Tel: (302) 252-0920
          Fax: (302) 252-0921
          Email: jedelson@polsinelli.com
                 skatona@polsinelli.com
                 jvine@polsinelli.com
                 cward@polsinelli.com

            -- and --

          Edward M. Fox, Esq.
          SEYFARTH SHAW LLP
          620 Eighth Avenue
          New York, NY 10018-1405
          Tel: (212) 218-5500
          Fax: (212) 218-5526
          Email: emfox@seyfarth.com

            -- and --

          Todd M. Goren, Esq.
          Daniel J. Harris, Esq.
          William M. Hildbold, Esq.
          Thomas A. Humphreys, Esq.
          Charles L. Kerr, Esq.
          J. Alexander Lawrence, Esq.
          Jennifer Marines, Esq.
          Lorenzo Marinuzzi, Esq.
          Brett H. Miller, Esq.
          Anthony Princi, Esq.
          Erica J. Richards, Esq.
          Kayvan B. Sadeghi, Esq.
          James Michael Peck, Esq.
          MORRISON & FOERSTER LLP
          250 West 55th Street
          New York, NY 10019-9601
          Tel: (212) 468-8000
          Fax: (212) 468-7900
          Email: tgoren@mofo.com
                 dharris@mofo.com
                 whildbold@mofo.com
                 thumphreys@mofo.com
                 ckerr@mofo.com
                 alawrence@mofo.com
                 jmarines@mofo.com
                 lmarinuzzi@mofo.com
                 brettmiller@mofo.com
                 aprinci@mofo.com
                 erichards@mofo.com
                 ksadeghi@mofo.com
                 jpeck@mofo.com

The Official Committee of Unsecured Creditors of Energy Future
Holdings Corp., Energy Future Intermediate Holding Company, LLC,
EFIH Finance, Inc., and EECI, Inc. (EFH Committee) is represented
by:

          Adam R. Brebner, Esq.
          Andrew Dietderich, Esq.
          Robert J. Giuffra Jr., Esq.
          Brian D. Glueckstein, Esq.
          Steven L. Holley, Esq.
          Alexa Kranzley, Esq.
          Mark F. Rosenberg, Esq.
          Mark U Schneiderman, Esq.
          Michael H. Torkin, Esq.
          David R. Zylberberg, Esq.
          SULLIVAN & CROMWELL LLP
          125 Broad Street
          New York, NY 10004-2498
          Tel: (212) 558-4000
          Fax: (212) 558-3588
          Email: brebnera@sullcrom.com
                 dietdericha@sullcrom.com
                 giuffrar@sullcrom.com
                 gluecksteinb@sullcrom.com
                 holleys@sullcrom.com
                 kranzleya@sullcrom.com
                 rosenbergm@sullcrom.com
                 torkinm@sullcrom.com
                 zylberbergd@sullcrom.com

            -- and --

          Mark Andrew Fink, Esq.
          Davis Lee Wright, Esq.
          MONTGOMERY, MCCRACKEN, WALKER & RHOADS
          1105 North Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: (302) 504-7800
          Fax: (302) 504-7820
          Email: mfink@mmwr.com
                 dwright@mmwr.com

            -- and --

          Sidney S. Liebesman, Esq.
          Natalie D. Ramsey, Esq.
          Mark B. Sheppard, Esq.
          MONTGOMERY, MCCRACKEN, WALKER & RHOADS
          123 South Broad Street
          Avenue of the Arts
          Philadelphia, PA 19109
          Tel: (215) 772-1500
          Fax: (215) 772-7620
          Email: sliebesman@mmwr.com
                 nramsey@mmwr.com
                 msheppard@mmwr.com

            -- and --

          Kimberly Ellen Connolly Lawson, Esq.
          REED SMITH LLP
          1201 Market Street - Suite 1500
          Wilmington, DE 19801
          Tel: (302) 778-7500
          Fax: (302) 778-7575
          Email: klawson@reedsmith.com

               About Energy Future Holdings

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 total assets of $36.4
billion in book value and total 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 OILFIELD: Emergency Bid for Cash Collateral Use Denied
-------------------------------------------------------------
Judge Letitia Z. Paul of the United States Bankruptcy Court for the
Southern District of Texas, Houston Division, denied the emergency
motion for preliminary and interim use of cash collateral filed by
Energy Oilfield Services, LLC.

Energy Oilfield sought authority to use the cash collateral of
PlainsCapital Bank, consisting primarily of the proceeds of
collection accounts receivable.  PCB objected, asserting that
Energy Oilfield cannot provide adequate protection.

Judge Paul found that Energy Oilfield is not presently generating
new accounts receivable to which PCB's interest could attach, and
does not propose to make periodic payments to PCB.  The judge thus
concluded that Energy Oilfield has not met its burden of proof as
to the issue of adequate protection.

The case is IN RE ENERGY OILFIELD SERVICES, LLC, Debtor, CASE NO.
15-35003-H3-11 (Bankr. S.D. Tex.).

A full-text copy of Judge Paul's October 30, 2015 memorandum
opinion is available at http://is.gd/KPidwMfrom Leagle.com.

Energy Oilfield Services LLC is represented by:

          Reese W. Baker, Esq.
          BAKER & ASSOCIATES
          5151 Katy Fwy Suite 200
          Houston, TX 77007
          Tel: (713) 979-2279

US Trustee is represented by:

          Ellen Maresh Hickman, Esq.
          OFFICE OF THE U.S. TRUSTEE
          1100 Commerce Street, Room 976
          Dallas, TX 75242
          Tel: (214) 767-8967
          Fax: (214) 767-8971


ERG INTERMEDIATE: Chapter 11 Plan of Reorganization Confirmed
-------------------------------------------------------------
Judge Harlin De Wayne Hale of the United States Bankruptcy Court
for the Northern District of Texas, Dallas Division, issued
findings of fact and conclusions of law regarding confirmation of
the First Amended Joint Chapter 11 Plan of Reorganization.

ERG Intermediate Holdings, LLC, and its affiliated debtors, and
CLMG Corp., the prepetition agent, proposed the First Amended Joint
Chapter 11 Plan of Reorganization dated September 18, 2015, as
amended, in respect of ERG and its affiliated debtors.

Judge Hale found that each of the conditions precedent to
Confirmation under Section 11.1 of the Plan have been satisfied or
duly waived by the debtors with the consent of the Prepetition
Agent and the Exit Facility Agent.

The Plan classifies claims and interest as follows:

                                                        Estimated
                                Estimated               Percentage
  Class                       Aggregate Amount  Status    Recovery
  ------                      ----------------  ------    --------
1 - Priority Claims           $1M to $3.7M    Unimpaired  100%
2 - Prep. Facility Claims      $400 million   Impaired   Unknown
3 - Other Secured Claims      $1M to $9.6M    Unimpaired  100%
4 - Admin. Convenience Claims $75K to $250K   Unimpaired  100%
5 - Unsecured Claims         $11.5M to $64M   Impaired  0 to 100%
6 - Intercompany Claims           N/A         Unimpaired   N/A
7 - Holdings Membership
      Interests                   N/A         Impaired     N/A
8 - Other Debtor Membership
      Interests                   N/A         Unimpaired   N/A

The case is In re: ERG Intermediate Holdings, LLC, et al.,, Chapter
11 Debtors, CASE NO. 15-31858-HDH-11. (Bankr. N.D. Tex.).

A full-text copy of Judge Hale's November 2, 2015 findings of fact
and conclusions of law is available at http://is.gd/clBnxRfrom
Leagle.com.

                    About ERG Resources

ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996.  Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California.  ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field.  ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of
leasehold located in Liberty County, Texas.  The Company's
corporate headquarters is located in Houston, Texas.  Scott Y.
Wood, through two of his affiliates, owns 100% of the membership
units in ERG Intermediate Holdings LLC, the parent company.

ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.

The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.  The Debtors also obtained approval to retain the law firm of
Gibbs and Bruns to prosecute the Nabors Lawsuit on a contingency
fee basis.

ERG Intermediate estimated $100 million to $500 million in assets
and debt.

The U.S. Trustee overseeing the Chapter 11 case of ERG
Intermediate Holdings LLC appointed five creditors, led by Baker
Petrolite Corporation, to serve on the official committee of
unsecured creditors.  The Committee has tapped Pachulski Stang
Ziehl & Jones LLP as counsel.

                           *     *     *

In June 2015, the bankruptcy court denied a motion filed by the
Creditors Committee to transfer venue to the Central District of
California.

The Court extended the Debtors' exclusive period to propose a
Chapter 11 plan until Oct. 31, 2015, and the period to solicit
acceptances of that plan until Dec. 31, 2015.

ERG Intermediate Holdings, et al., unable to find a buyer willing
to pony up at least $250 million in cash, filed the reorganization
plan that contemplates giving control of the company to their
prepetition lenders.


ESSAR STEEL: S&P Lowers Corp. Credit Rating to 'D' on CCAA Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services noted that Essar Steel Algoma
Inc. (ESA) was granted creditor protection under the Companies'
Creditors Arrangement Act (CCAA) in Canada and filed under Chapter
15 of the U.S. Bankruptcy Code.  The company is in default under
its asset-based revolving facility (ABL) and secured term loan, and
will not make the mandatory interest payments on these loans due
Nov. 16, 2015, or within the 30-day grace period. In addition, S&P
believes a default on ESA's secured notes and junior secured notes
is virtually certain based on the automatic stay of interest
payments during the restructuring process.  "As a result, we are
lowering all of our ratings on ESA, including our long-term
corporate credit and issue-level ratings to 'D' (default)."

Accordingly, in a Nov. 11, 2015 release, S&P said it lowered its
long-term corporate credit rating on Canada-based steel producer
Essar Steel Algoma Inc. (ESA) to 'D' from 'CCC-'.  At the same
time, Standard & Poor's lowered its issue-level ratings on the
company's senior secured asset-based revolving facility (ABL) and
term loan to 'D' from 'CCC+', with no change to the '1' recovery
rating.  In addition, Standard & Poor's lowered its issue-level
rating on the company's senior secured notes to 'D' from 'CCC-';
the '3' recovery rating is unchanged.  Finally, Standard & Poor's
lowered its issue-level rating on ESA's junior secured notes to 'D'
from 'C'; there is no change to the '6' recovery rating.

"We base our downgrade of ESA primarily on the company's default on
its revolver and term loan, and the expected default on its
remaining debt obligations," said Standard & Poor's credit analyst
Jarrett Bilous.  "Our downgrade follows the company's filing and
receipt of creditor protection under the Companies' Creditors
Arrangement Act in Canada and its Chapter 15 filing under the U.S.
Bankruptcy Code," Mr. Bilous added.

The company is in default under its ABL and secured term loan, and
will not make the mandatory interest payments on these loans due
Nov. 16, 2015, or within the 30-day grace period.  In addition,
required interest payments on the company's secured notes and
junior secured notes, which account for the balance of ESA's debt
structure, are stayed during the restructuring process.  As such,
S&P believes a default on these instruments is virtually certain
and will constitute a general default.  Taken together, the
aforementioned factors are consistent with a long-term corporate
credit rating and issue-level ratings of 'D'.

The company has entered into a US$200 million debtor-in-possession
(DIP) facility (not rated), which is required for ESA to remain a
going concern through the restructuring process.  In addition, S&P
understands the ABL is not subject to an automatic stay during the
restructuring process.  However, S&P expects the ABL will remain in
default due to cross-default provisions with the company's secured
term loan.



F-SQUARED INVESTMENT: Wants Until Feb. 3, 2016 to Decide on Leases
------------------------------------------------------------------
F-Squared Investment Management, LLC, and its affiliated debtors
ask the U.S. Bankruptcy Court for the District of Delaware, to
extend their time to assume or reject unexpired leases of
nonresidential real property through Feb. 3, 2016.

The Debtor's time to assume or reject leases will expire on
November 5, 2015. The Debtors have asked the Court for a bridge
order granting an extension of the deadline to assume or reject the
Leases pending the hearing on their Extension Motion. The Debtors
relate that while they filed their Extension Motion prior to the
deadline to assume or reject the Leases, the Extension Motion will
not be heard by the Court until the hearing scheduled for November
24, 2015. The Debtors note that Local Rule 9006-2 provides for an
automatic bridge order if a motion to extend the time to take any
action is filed before the expiration of the period prescribed by
the Bankruptcy Code.

Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that at this stage, the
Debtors should not be required to devote resources to making the
decisions necessary to assume or reject the relevant leases. Mr.
Merchant further tells the Court that since the sale of
substantially all of the Debtors' assets to Broadmeadow Capital,
LLC closed, the Debtors spent their primary efforts formulating,
together with the Committee, the Joint Plan and Disclosure
Statement. Mr. Merchant relates that those efforts inure to the
benefit of all stakeholders and are the paramount goal of the
Chapter 11 cases. He further relates that the requested extension
of time would enable the Debtors to continue the plan process,
including the potential assumption or rejection of certain Real
Property Leases.

The Debtors' Extension Motion is scheduled for hearing on November
24, 2015 at 10:00 a.m. The deadline for the filing of objections to
the Debtors' Extension Motion is set on November 17, 2015 at 4:00
p.m.

F-Squared Investment Management, LLC and its affiliated Debtors are
represented by:

          Russell C. Silberglied, Esq.
          Michael J. Merchant, Esq.
          Zachary I. Shapiro, Esq.
          Amanda R. Steele, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          920 N. King Street
          Wilmington, DE 19801
          Telephone: (302)651-7700
          Facsimile: (302)651-7701
          Email: silberglied@rlf.com
                 merchant@rlf.com
                 shapiro@rlf.com
                 steele@rlf.com
          
About F-Squared Investment Management, LLC.

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

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

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



FEDERATION EMPLOYMENT: Has Until March 31 to Propose Ch. 11 Plan
----------------------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York extended Federation Employment and
Guidance Service, Inc.'s exclusive periods to file a Chapter 11
plan until March 31, 2016, and solicit acceptances for that plan
until May 30, 2016.

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

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

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

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

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

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


FEDERATION EMPLOYMENT: Nov. 6 Set as Admin. Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
established Nov. 6, 2015, at 5:00 p.m., as the deadline for filing
of administrative claims against Federation Employment and Guidance
Service, Inc.

The bar date is for administrative claims that arose, accrued or
otherwise became due and payable solely during the period from
March 18, 2015, until Aug. 31, 2015.

Administrative claims will be filed with the Debtor's court
approved claims agent, Rust Consulting/Omni Bankruptcy:

if by mail, hand delivery, or overnight courier:

         Rust Consulting/Omni Bankruptcy
         5955 DeSoto Ave., Suite 100
         Woodland Hills, CA 91367

                  or

if by hand delivery:

         United States Bankruptcy Court, EDNY
         Alfonse D'Amato U.S. Courthouse
         290 Federal Plaza
         Central Islip, NY 11722
         Attn: Clerk of the Court

As reported by the Troubled Company Reporter on Oct. 2, 2015,
the Debtor related that as part of the liquidation of its estate,
the Debtor ultimately needs to formulate a liquidating plan.  It
further related that as the Debtor continues to wind down its
operations, and as a result of the transfer of the Debtor's
operational programs and the concurrent reduction in ongoing
operations and workforce, the accrual of new Administrative Claims
have continued to decline.  The Debtor contended that by
establishing an administrative bar date, it will be better
positioned to determine the extent of its administrative
liabilities and to structure a plan of liquidation that is fair,
equitable and ultimately confirmable.  The Debtor added that the
setting of the Administrative Bar Date will assist the claims
reconciliation process and facilitate the distributions ultimately
to be made to creditors.

                            About FEGS

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

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

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

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

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

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


FIDELITY NATIONAL: Fitch Affirms BB+ Sr. Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Fidelity National Financial, Inc.'s
title insurance operating company Insurer Financial Strength (IFS)
ratings of 'A-'.  Fitch has also affirmed FNF's Issuer Default
Rating (IDR) of 'BBB-' and senior unsecured debt of 'BB+.' The
Rating Outlook is Stable.

KEY RATING DRIVERS

Fitch's affirmation of FNF's IFS ratings are based on
market-leading scale, margins, and operating company
capitalization. Offsetting these positives though has been a
history of periodic consolidated balance sheet financial leverage
increases to fund acquisitions of ancillary businesses.  While
Fitch notes that past ventures have been successful, historical
results do not mitigate future risks.

FNF's more aggressive holding company capital management, coupled
with high tangible financial leverage, are the primary reasons for
the expansion of holding company debt notching in relation to the
IFS rating.  FNF's financial leverage as of Sept. 30, 2015, was
30%; however, tangible financial leverage was 77%.

Fitch's ratings analysis considers both the two tracking stocks,
FNF Core (Ticker: FNF NYSE) and FNF Financial Ventures (Ticker:
FNFV NYSE).  While Fitch recognizes the tracking stock gives FNF's
management the ability to streamline the organizational chart and
lessen the volatility of title insurance operations it does not
alleviate holding company obligations, as neither is a separate
legal entity.  Any future material organizational structure changes
at FNF would merit further assessment from a ratings context.

FNF has a dominant position in title insurance accounting for
approximately 32% of the U.S. title insurance market.  This scale
coupled with an aggressive cost management focus has allowed FNF to
be one of the most profitable title insurance companies reporting a
GAAP pretax operating margin of 9.7% as of Sept. 30, 2015.

As of Sept. 30, 2015, GAAP fixed charge coverage was 8x.  Fitch
anticipates modest improvement in the fixed charge coverage ratio
as the company actively reduces its debt load.

Fidelity's title insurance operating subsidiaries have strong
capitalization with statutory operating leverage of 2.5x as of
year-end 2014 and a risk adjusted capital (RAC) score of 197%, both
metrics are favorable relative to title insurer peers.

RATING SENSITIVITIES

This is a list of key rating drivers that could lead to an upgrade
for the holding company ratings:

   -- Sustained improvement in debt/EBITDA of 2.3x or lower; year-
      end 2014 debt/EBITDA was 2.8x.
   -- Significant improvement in tangible financial leverage.
   -- Sustained GAAP FCC ratio of 8.0x or higher.

These factors, as well as the following, could lead to an upgrade
of both IFS and debt ratings:

   -- Maintenance of operating company capital strength as
      demonstrated by a RAC score above 175% and net leverage
      below 4.0x.
   -- Maintenance of GAAP operating margins at current levels that

      remain in the top tier versus industry norms.

These is a list of key rating drivers that could lead to a
downgrade:

   -- A RAC score below 130%.
   -- Any acquisition that increases financial leverage above 35%.
   -- A significant write-down in goodwill or signs that indicate
      a potential write-down of goodwill is possible.
   -- Deterioration in earnings, primarily measured by
      consolidated pretax GAAP margins, at a pace greater than
      peer averages.
   -- Sustained material adverse reserve development.

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings with a Stable Outlook:

  Fidelity National Title Ins. Co.
  Alamo Title Insurance Co. of TX
  Chicago Title Ins. Co.
  Commonwealth Land Title Insurance Co.
   -- IFS ratings at 'A-'.

Fitch has affirmed these ratings with a Stable Outlook:

Fidelity National Financial, Inc.

   -- IDR at 'BBB-';
   -- $300 million 4.25% convertible senior note maturing Aug. 15,

      2018 at 'BB+';
   -- $300 million 6.6% senior note maturing May 15, 2017 at
      'BB+';
   -- $400 million 5.5% senior note maturing September 1, 2022 at
      'BB+'
   -- Four-year $800 million unsecured revolving bank line of
      credit due July 2018 at 'BB+'.



FINJAN HOLDINGS: Appoints Gary Moore as Director
------------------------------------------------
Finjan Holdings, Inc., announced the appointment of Gary Moore to
its Board of Directors.  Mr. Moore joins Finjan following his
departure from Cisco Systems, Inc. in his executive leadership
roles as President and COO.

"We are thrilled to welcome Gary onto the Finjan Board and feel
privileged to be the first public company board he is committing to
after his successful Cisco career as President and COO," said
Daniel Chinn, Finjan's Chairman.  "Time and time again Gary has
demonstrated his expertise in influencing companies towards growth
and increased shareholder value.  His experience on multiple boards
across computing and communications, security and data analytics
should prove to be invaluable.  I am confident he will be a key
contributor to Finjan's future success."

"I am excited to join the board of Finjan and welcome the
challenges ahead," said Gary Moore, incoming director for Finjan.
"Throughout my career I have led companies towards global expansion
and ultimately increased shareholder value.  I look forward to
fostering Finjan's 20-year history in the cybersecurity space and
building upon the growth opportunities ahead."

Gary will fill a vacancy on Finjan's Board of Directors created
following the resignation of Michael Eisenberg, a general partner
at Benchmark Capital and now partner of Aleph, a Tel Aviv based
early-stage venture fund.  Michael has been a director of Finjan
Holdings since it became a public company in June of 2013 and an
investor of Finjan's subsidiary, Finjan, Inc. since 2003.

"I have thoroughly enjoyed my twelve years of service on Finjan's
board and continue to believe the company has a bright future ahead
with its growth initiatives," said Michael Eisenberg.  "Now is the
right time for me to hand over the reins to focus on my venture
interests and I know I am leaving my position in very capable hands
with the appointment of Gary Moore."

"We would like to thank Michael for his countless contributions to
the Finjan board and his mentoring of the company over the past
twelve years.  His venture background and leadership in the
Compensation and Nominating & Corporate Governance Committees have
been invaluable and will be greatly missed," said Daniel Chinn.

In connection with such appointment to the Board, the Company also
awarded Mr. Moore 600,000 restricted stock units under the
Company's 2014 Incentive Compensation Plan.

On Nov. 5, 2015, Michael Eisenberg, notified the Board of Directors
of Finjan Holdings of his intention to resign as a director of the
Company.  Mr. Eisenberg's resignation was not the result of any
disagreement with the Company on any matter relating to the
operations, policies or practices of the Company.

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan reported a net loss of $10.47 million in 2014 following a
net loss of $6.07 million in 2013.

As of June 30, 2015, the Company had $14 million in total assets,
$2.3 million in total liabilities and $11.7 million in total
stockholders' equity.


FREEDOM COMMUNICATIONS: Gets Nod to Use SP Cash Collateral
----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a California
bankruptcy judge on Nov. 5, 2015, gave Freedom Communications,
owner of the Orange County Register, permission to utilize cash
collateral worth up to $19.4 million from lender Silver Point
Capital LP.

U.S. Bankruptcy Judge Mark Wallace gave interim approval to Freedom
Communication Inc.'s request, saying in an order that immediate
access to cash was necessary to keep the media company's operations
going during the early stages of its Chapter 11.  The order is set
to expire Dec. 14.

                   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.

Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1,
2015.  Richard E. Mirman signed, the chief executive officer,
signed the petitions.  

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.


FRESH & EASY: Gets Approval to Incur $6 Million DIP Financing
-------------------------------------------------------------
By Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge allowed the Fresh & Easy Neighborhood Market
grocery chain to tap a portion of its nearly $6.3 million
postpetition loan on Nov. 4, 2015, after the lenders agreed to
alter some language both the court and U.S. Trustee's Office feared
could hobble a future unsecured creditors committee.

During a hearing in Wilmington, U.S. Bankruptcy Judge Brendan L.
Shannon agreed to allow Fresh & Easy to tap about $5 million of its
debtor-in-possession financing package administered by Wells Fargo
Bank N.A.

                        About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 15-12220) on Oct. 30, 2015.  The petition was signed
by Peter McPhee as chief financial officer.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$100 million.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC as claims and noticing agent, DJM Realty Services,
LLC and CBRE Group, Inc., as real estate consultants and FTI
Consulting, Inc., as restructuring advisors.

Judge Christopher S. Sontchi is assigned to the case.




FRESH & EASY: Hires IAC to Auction Assets at Distribution Center
----------------------------------------------------------------
Fresh & Easy, LLC, asks the Bankruptcy Court to approve its auction
agreement with Industrial Assets Corp. and Maynard's Industries
(1991), Inc. with respect to the sale of certain of the Debtor's
owned tractors, trailers, yard dogs and material handling equipment
located at its distribution facility in Riverside, California.

As part of its duties as the Debtor's agent, IAC will, among other
things:

   (a) provide agents or employees to prepare for, supervise and
       conduct the sale;

   (b) oversee the liquidation and disposal of the assets from the
       Distribution Center;

   (c) determine and implement appropriate points of purchase,
       points of sale and external advertising prior to and during

       the sale term;

   (d) provide other related services deemed necessary or prudent
       by the Debtor and IAC; and

   (e) provide the Debtor with reporting and reconciliation of all
       accounting information contemplated by the Auction
       Agreement.

The Sale will commence after satisfaction of the conditions
precedent outlined in the Auction Agreement, but in no event later
than Nov. 30, 2015.  The Sale will terminate by Dec. 31, 2015.

IAC will earn an amount equal to 18% of the sale proceeds received
upon the sale of any assets (Buyer's Premium).

IAC guarantees to the Debtor that the proceeds of the Assets
generated from the Sale, net of any Buyer's Premium, will be no
less than $4,500,000.

To the best of the Debtor's knowledge, IAC does not hold or
represent any interest adverse to it or its estate and IAC is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                           About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 15-12220) on Oct. 30, 2015.  The petition was signed by
Peter McPhee as chief financial officer.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$100 million.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC as claims and noticing agent, DJM Realty Services,
LLC and CBRE Group, Inc., as real estate consultants and
FTI Consulting, Inc. as restructuring advisors.

Judge Christopher S. Sontchi is assigned to the case.



FRESH & EASY: Seeks Dec. 29, 2015 Deadline to File Schedules
------------------------------------------------------------
Fresh & Easy, LLC, asks the Bankruptcy Court to extend its deadline
to file its schedules of assets and liabilities and statement of
financial affairs through Dec. 29, 2015.

The Debtor relates that its business is a large and complex
enterprise, with 97 retail locations and potentially thousands of
creditors and other parties-in-interest.

Kate Stickles, Esq., at Cole Schotz P.C., counsel to the Debtor,
says, "The substantial size, scope and complexity of this chapter
11 case, and the volume of material that must be compiled and
reviewed by the Debtor's limited staff to complete the Schedules
and SOFA during the hectic early days of this case provide ample
"cause" justifying, if not compelling, the requested extension."
She adds the additional time should help ensure that those
documents are as accurate as possible.  

                           About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 15-12220) on Oct. 30, 2015.  The petition was signed by
Peter McPhee as chief financial officer.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$100 million.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC as claims and noticing agent, DJM Realty Services,
LLC and CBRE Group, Inc., as real estate consultants and
FTI Consulting, Inc. as restructuring advisors.

Judge Christopher S. Sontchi is assigned to the case.


FRESH & EASY: Seeks to Reject 45 Leases and Subleases
-----------------------------------------------------
Fresh & Easy, LLC, seeks permission from the Bankruptcy Court to
reject 42 leases and three subleases and abandon any personal
property that remains on the premises, nunc pro tunc to the
Petition Date.  The Debtor has determined that the costs associated
with the Leases constitute an unnecessary drain on its limited
resources, especially given the decision to liquidate and wind down
its affairs.

The Debtor tells the Court that the Leases to be rejected provide
no benefit to its estate.  By rejecting the Leases, the Debtor
believes it will be able to save approximately $14 million per
year.  According to the Debtor, it has ceased operations and
vacated the Leased Premises and has already returned the keys to
the applicable counterparties together with a letter sent
prepetition unequivocally surrendering the Leased Premises and
abandoning personal property remaining therein.  

A list of the Leases and Subleases subject for rejection is
available for free at:
     
            http://bankrupt.com/misc/20_FRESH_Leases.pdf

                           About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 15-12220) on Oct. 30, 2015.  The petition was signed by
Peter McPhee as chief financial officer.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$100 million.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC as claims and noticing agent, DJM Realty Services,
LLC and CBRE Group, Inc., as real estate consultants and
FTI Consulting, Inc. as restructuring advisors.

Judge Christopher S. Sontchi is assigned to the case.


FRESH & EASY: To Assume $4.5 Million Purchase Agreement with CVS
----------------------------------------------------------------
Fresh & Easy, LLC, asks the Bankruptcy Court to approve its
assumption of a purchase and sale agreement with CVS Pharmacy,
Inc., pursuant to which CVS will acquire:

   (a) the Debtor's leasehold interests in certain leases,
       including the Debtor's interests in the leasehold
       improvements and the rights, easements, rights of way, and
       other appurtenances;

   (b) the Debtor's furniture, fixtures, equipment, and other
       personal property at the Stores;

   (c) the liquor licenses held by the Debtor in connection with
       the Stores; and

   (d) other property.

CVS is a pharmacy chain in the United States with more than 7,600
stores selling prescription drugs and a wide assortment of general
merchandise, including over-the-counter drugs, beauty products and
cosmetics, film and photo finishing services, seasonal merchandise,
greeting cards, and convenience foods.

CVS has indicated that it will accept the Property "as is."

On or about Sept. 10, 2015, the Debtor and CVS entered into the
PSA, pursuant to which the Debtor agreed to sell the Property for
$4.5 million.  On or about Sept. 18, 2015, the Debtor and CVS
closed the sale with respect to certain of the Stores, and the
Debtor received the portion of the Purchase Price allocable to
those Stores.  However, liquidity issues forced the Debtor to
commence the Chapter 11 proceeding before closing could occur with
respect to the remaining three locations subject to the PSA.

If authorized to consummate the PSA and close with respect to the
Remaining Leases, the Debtor expects to receive $2 million, the
portion of the Purchase Price allocable to the Remaining Leases,
less certain broker's fees pursuant to the terms of CBRE Inc.'s
prepetition engagement.  The Remaining Leases are for (a) Store No.
1088, located at 632 Lindero Canyon Road, Oak Park, CA;
(b) Store No. 1239, located at 1025 E. Adams Boulevard, Los
Angeles, CA; and (c) Store No. 1455, located at 336 North Milpas,
Santa Barbara, CA.

The Debtor now seeks authority to assume the PSA, to assume and
assign the Remaining Leases to CVS, and to sell the Property to CVS
pursuant to the PSA free and clear of all liens, claims, and
encumbrances.

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

    http://bankrupt.com/misc/66_FRESH_PurchaseAgreement.pdf

                           About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 15-12220) on Oct. 30, 2015.  The petition was signed by
Peter McPhee as chief financial officer.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$100 million.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy
Solutions, LLC as claims and noticing agent, DJM Realty Services,
LLC and CBRE Group, Inc., as real estate consultants and
FTI Consulting, Inc. as restructuring advisors.

Judge Christopher S. Sontchi is assigned to the case.


FRESH & EASY: Wants $4.5M Store Sale to CVS Pharmacy Approved
-------------------------------------------------------------
Kurt Orzeck at Bankruptcy Law360 reported that Fresh & Easy LLC on
Nov. 5, 2015, asked a Delaware bankruptcy judge for permission to
finalize the $4.5 million sale of eight of its stores to CVS
Pharmacy Inc., a deal that was planned before Fresh & Easy filed
for Chapter 11 last week.

Fresh & Easy, which in September closed the sale of five of the
properties to CVS, filed a proposed order that would authorize the
bankrupt grocery chain to close the sale of the three remaining
properties.

                      About American Apparel

American Apparel, Inc., American Apparel (USA), LLC,  American
Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc.,
KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11
bankruptcy protection (Bankr. D. Del. Proposed Lead Case No.
15-12055) on Oct. 5, 2015.  The petition was signed by Hassan
Natha as chief financial officer.

The Debtors reported total assets of $199,360,934 and total
liabilities of $397,576,744.

The Debtors and their non-debtor affiliates operate a vertically
integrated manufacturing, distribution, and retail business focused
on branded fashion-basic apparel, employing approximately 8,500
employees across six manufacturing facilities and approximately 230
retail stores in the United States and 17 other countries
worldwide.

The Debtors have engaged Jones Day as restructuring counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis &
Company as investment banker, FTI Consulting, Inc. as financial
advisor, DJM Real Estate as real estate consultant and Garden City
Group, LLC as claims and noticing agent.


GRIFFIN SIGNS: Nov. 18 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------
Andy Vara, Acting United States Trustee of Region 3, will hold an
organizational meeting on Nov. 18, 2015, at 1:00 p.m. in the
bankruptcy case of Griffin Signs, Inc.

The meeting will be held at:

         United States Trustee’s Hearing Room
         Bridge View
         800-840 Cooper Street, Suite 102
         Camden, NJ 08102

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

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

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



GT ADVANCED: GHTOT Seeks Compliance of Online Auction Sale Order
----------------------------------------------------------------
Party-in-interest Guizhou Haotian Optoelectronics Technology Co.
Ltd. ("GHTOT") asks the U.S. Bankruptcy Court for the District of
New Hampshire, to compel GT Advanced Technologies, Inc., and its
affiliated debtors to comply with the Court's April 16, 2015 order
regarding the sale of certain assets by online auction.

James S. LaMontagne, Esq., at Sheehan Pinney Bass + Green PA, in
Manchester, New Hampshire, tells the Court that GHTOT properly
registered for and participated in the online auction conducted by
Cunningham & Associates ("C&A") on July 8, 2015, of several hundred
Lots of Assets, including compressors duly noticed as Lots 692,
693, 713, 723, 731, 732, 772, 778, and 787 ("Disputed Assets").
Mr. LaMontagne further tells the Court that GHTOT placed Bids on
several Lots, including the Disputed Assets. He relates that at the
conclusion of the Online Auction, C&A, through its affiliates
BidIndustrial.com, LLC, The Arizona Auctioneers, and
Bidspotter.com, notified GHTOT by e-mail that GHTOT submitted
Winning Bids for the Disputed Assets, as well as other Assets not
in dispute.  Mr. LaMontagne further relates that GHTOT received
invoices in connection with its Winning Bids for the Disputed
Assets ("Invoiced Funds"), and made arrangements to wire payments
as directed.  He contends that GHTOT paid the entire amount of the
Invoiced Funds, but was notified by GTAT that it had decided not to
sell the compressors bid on in the auction.  Mr. LaMontagne alleges
that GTAT and/or C&A retains the Disputed Assets and has failed to
make adequate arrangements to return the Invoiced Funds.

Mr. La Montagne asserts that GTAT is without legal right or
authority to withdraw any Asset for which a Winning Bid has been
determined. He further asserts that GTAT's continued refusal to
file a Sale Notice and deliver the Disputed Assets is a violation
of the Court's Order for which the Court's intervention is
necessary.

Guizhou Haotian Optoelectronics is represented by:

          James S. LaMontagne, Esq.
          Anna Barbara Hantz, Esq.
          SHEEHAN PINNEY BASS + GREEN PA
          1000 Elm Street
          P.O. Box 3701
          Manchester, NH 03101-3701
          Telephone: (603)627-8102
          Facsimile: (603)641-2385
          E-mail: jlamontagne@sheehan.com
                  ahantz@sheehan.com

                  About GT Advanced Technologies

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

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

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

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

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

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

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

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

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



H.K. GRAND VENTURE: Chapter 11 Case Dismissed
---------------------------------------------
Judge Thomas J. Tucker of the United States Bankruptcy Court for
the Eastern District of Michigan, Southern Division, dismissed H.
K. Grand Venture Capital, LLC's Chapter 11 case due to its failure
to file a plan and disclosure statement, which were due to be filed
no later than October 29, 2015.

The judge also noted that H. K. Grand Venture Capital filed a
motion to voluntarily dismiss the case on September 28, 2015, and
no objection has been filed.

The case is In re: H. K. GRAND VENTURE CAPITAL, LLC, Chapter 11,
Debtor, CASE NO. 15-49994 (Bankr. E.D. Mich.).

A full-text copy of Judge Tucker's October 30, 2015 order is
available at http://is.gd/oQ0mOZfrom Leagle.com.

H. K. Grand Venture Capital, LLC is represented by:

          Robert N. Bassel, Esq.
          P.O. Box T
          Clinton, MI 49236
          Tel: (248) 677-1234
          Fax: (248) 369-4749
          Email: bbassel@gmail.com

Daniel M. McDermott is represented by:

          Ronna G. Jackson, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          211 West Fort Street Suite 700
          Detroit, MI 48226
          Tel: (313) 226-7999
          Fax: (313) 226-7952


HAGGEN HOLDINGS: Abandons Restructuring, Plans to Sell All Stores
-----------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that Haggen Holdings LLC has decided to sell its last
group of 32 stores in the Pacific Northwest, abandoning hope of
right-sizing its business and continuing operations as a smaller,
but profitable, supermarket chain.

Haggen "decided, in their business judgment, to sell all or
substantially all of the assets -- which collectively represent the
Debtors' most valuable store locations -- in order to further
maximize recoveries to the Debtors' estates, their creditors, and
all parties in interest," according to documents filed with the
U.S. Bankruptcy Court in Wilmington, Del., the report related.

                      About Haggen Holdings

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

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

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

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

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


HALYARD HEALTH: S&P Affirms 'BB' CCR, Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services, on Nov. 12, 2015, revised its
rating outlook on Halyard Health Inc. to negative from stable and
affirmed the 'BB' corporate credit rating.

S&P's 'BB' issue-level rating and '3' recovery rating on Halyard
Health's $390 million senior secured term loan and $250 million
revolving credit facility are unchanged.  S&P's 'B+' issue-level
rating on the company's senior unsecured notes and recovery rating
of '6' are also unchanged.

The '3' recovery rating on the secured debt indicates S&P's
expectation for meaningful (50% to 70%; at the higher end of the
range) recovery of principal in the event of a payment default; and
the '6' recovery rating on the unsecured debt indicates S&P's
expectations for negligible (0% to 10%) recovery in the event of
default.

"Halyard's operating performance in the third quarter fell short of
our expectations as the company continues to face intense
competition and pricing pressure in the S&IP segment, which
accounts for 70% of the company's revenues," said Standard & Poor's
credit analyst David Kaplan.  This outweighs the mid-single-digit
revenue growth in the higher-margin medical device segment.  This
also follows weaker-than-expected results in the first half of the
year, leading S&P to again revise its forecast lower for 2015 and
2016.

This deterioration in financial performance is leading to credit
measures that are at the weak end of the range for the rating.  In
addition, the company has plans for up to $500 million of
acquisitions in 2016, and S&P believes credit measures may face
further pressure, depending on how the company funds those
acquisitions.  S&P revised its outlook to negative to reflect
credit measures that it views as weak for the rating, downside risk
to S&P's estimates, and an acquisition appetite that it believes
may drive leverage higher.

S&P's negative outlook reflects credit measures that it views as
somewhat weak for the rating, downside risk to S&P's base case
estimates, and an acquisition appetite that it believes may drive
leverage higher.

S&P would likely lower the rating if it expects adjusted debt
leverage to remain above 3x for an extended period.  This could
occur if the company finances acquisitions with debt or if the
company's performance falls short of S&P's expectations.

S&P would consider revising the outlook to stable if it had
increased confident that adjusted debt leverage will generally
remain below 3x over the next few years.



HAVERHILL CHEMICALS: Gordon Arata Approved as Corporate Counsel
---------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Haverhill Chemicals LLC to employ
Gordon, Arata, McCollam, Duplantis & Eagan, LLC, as primary
corporate and transactional counsel.

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

Haverhill Chemicals LLC owns and operated a chemical plant in
Haverhill, Ohio, to produce Phenol, Acetone, Bisphenol A (BPA) and
Alpha-Methylstyrene ("AMS") for sale to customers.  The chemicals
are used to manufacture a wide variety of chemical intermediates,
including phenolic resins, paint, varnishes, pharmaceuticals, film,
epoxy resins, flame retardants, coatings and heat resistance of
polystyrene.

Haverhill Chemicals filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 15-34918) on Sept. 18, 2015, with a deal to sell
its Haverhill plant to ALTIVIA Petrochemicals, LLC, for $3 million,
subject to higher or better bids.

The Debtor, in its amended schedules disclosed total assets of
$7,250,252 and total liabilities of $86,617,110 as of the Petition
Date.

The petition was signed by Paul Deputy, the chief financial
officer.  The case is assigned to Judge Marvin Isgur.

Diamond McCarthy LLP serves as the Debtor's counsel.

On Sept. 29, 2015, the U.S. trustee overseeing the Debtor's Chapter
11 case appointed Marathon Petroleum Company LP, Pritchard Electric
Co., and CB&I Stone & Webster Construction Inc. to serve on the
official committee of unsecured creditors.  The committee is
represented by Gardere Wynne Sewell LLP.


HAWAIIAN TELCOM: S&P Assigns 'B' Rating on Proposed $320MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Honolulu, Hawaii-based
telecommunications services provider Hawaiian Telcom Communications
Inc.'s proposed $320 million senior secured term loan maturing in
2022.  The senior secured term loan is part of $350 million of
credit facilities that includes an unrated $30 million revolver.
The '3' recovery rating on the new senior secured term loan
indicates S&P's expectation for meaningful (50% to 70%; lower half
of the range) recovery for secured lenders in the event of payment
default.  The company will use proceeds from the new facilities to
repay $295 million outstanding under the existing term loan and add
cash to the balance sheet.

S&P's 'B' corporate credit rating and stable outlook on Hawaiian
Telcom Holdco Inc. remain unchanged.  Pro forma for the
transaction, S&P expects leverage to increase modestly to the
mid-3x level from its previous forecast of 3.2x for year-end 2015,
and free operating cash flow to debt to be less than 5% over the
next few years.

RATINGS LIST

Hawaiian Telecom Holdco Inc.
Corporate Credit Rating          B/Stable

New Rating

Hawaiian Telcom Communications Inc.
$320 mil. term loan due 2022
Senior Secured                   B
  Recovery Rating                 3L



HERCULES OFFSHORE: Could Emerge from Bankruptcy Protection Soon
---------------------------------------------------------------
Rhiannon Meyers at fuelfix.com reported that Hercules Offshore
plans to emerge from Chapter 11 bankruptcy, becoming one of the
first embattled oil and gas firm to restructure since the slump
began.

"While we are excited to have this milestone behind us, the hard
work of successfully turning around the company is just beginning,"
CEO John Rynd said in a conference call with investors on Nov. 5,
2015.

The embattled shallow-water rig contractor worked for months with
creditors to hammer out an agreement to convert most of its
corporate debt into shares. Upon emergence, Hercules' existing debt
will be terminated, new shares will be issued and it will receive
funding for a new $450 million term loan.

A copy of the report is available for free at http://is.gd/uj7yA8

                      About Hercules Offshore

Headquartered in Houston, Hercules Offshore, Inc. --
http://www.herculesoffshore.com/-- operates a fleet of 27 jackup  
rigs, including one rig under construction, and 21 liftboats. The
Company offers a range of services to oil and gas producers to
meet their needs during drilling, well service, platform
inspection, maintenance, and decommissioning operations in several
key shallow water provinces around the world.

On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S.
Bankruptcy Court for the District of Delaware.  The cases are
pending before the Honorable Kevin J. Carey.

The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols,
Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general
corporate counsel; Lazard Freres & Co. LLC, as investment banker,
Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC,
as claims and noticing agent.

The Steering Group of Holders of Senior Notes is represented by
Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael
S. Stamer, Esq.

HERO disclosed $546 million in assets and $1.306 billion in debt as
of Aug. 11, 2015.

                           *     *     *

The Debtors on the Petition Date filed a pre-packaged Chapter 11
plan that would convert $1.2 billion of outstanding senior notes to
96.9% of new common equity.


HII TECHNOLOGIES: Amends Schedule of Unsecured Creditors
--------------------------------------------------------
HII Technologies, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas amended schedules of assets and
liabilities, disclosing Amended Schedule F - Creditors Holding
Unsecured Nonpriority Claims and Amended Schedule B - Personal
Property.

Copies of amended schedules are available for free at:

   http://bankrupt.com/misc/HIITechnologies_194_Oct26ASAL_B.pdf
   http://bankrupt.com/misc/HIITechnologies_195_Oct26ASAL_F.pdf
   http://bankrupt.com/misc/HIITechnologies_197_Oct26SAL.pdf

                      About HII Technologies

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

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

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

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

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

Judy A. Robbins, U.S. for Region 7, appointed three persons to
serve in the Official Committee of Unsecured Creditors.  The
Committee tapped Locke Lord LLP as its counsel.


HRG GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
New York-based HRG Group Inc., including its 'B' corporate credit
rating, 'B+' senior secured note rating, and 'CCC+' senior
unsecured note rating, and revised its outlook to stable from
negative.

The ratings and outlook assume the transaction closes consistent
with S&P's expectations.

"The outlook revision reflects our expectation that HRG will use a
substantial amount of the proceeds it receives from the FGL sale
for debt repayment and liquidity enhancement," said Standard &
Poor's credit analyst Gerald Phelan.   "It's possible we could
raise the issue and recovery ratings on the senior secured notes,
the senior unsecured notes, or both, depending on how the company
uses the proceeds from the FGL sale."

Standard & Poor's ratings on HRG partly reflect the investment
holding company's weak asset diversity, which will worsen following
the FGL sale, when Spectrum Brands Holdings Inc. (B+/Stable/--
rating on lead borrower Spectrum Brands Inc.) will constitute on a
pro forma basis around 90% of net portfolio value. S&P's ratings
also reflect HRG's inconsistent track record with respect to
investment performance.  Although HRG's investments in both
Spectrum Brands and FGL (both of which were made four to five years
ago) have been very successful, its more recent investments have
fared poorly, including large losses in the oil and gas sector,
RadioShack, and to a lesser extent Frederick's of Hollywood.

"We have factored into the ratings the assumption that HRG will
meaningfully reduce debt from the FGL sale, but that this reduction
may only be temporary given the nature of its business, which is to
make investments in companies partly with debt financing.  We
expect HRG to eventually redeploy excess cash from the FGL sale and
potentially add debt to expand into new verticals.  Nevertheless,
pro forma for the FGL sale, we estimate the ratio of portfolio loan
to value (net of cash) will improve meaningfully to around 10% from
about 30% presently.  However, cash flow adequacy (dividends from
portfolio companies to interest expense and holding company
expenses) will remain below 0.5x, which we view as weak.  We also
assume an initial meaningful improvement in cash, potentially
doubling from the roughly $350 million level reported as of June
30, 2015," S&P said.

S&P's ratings also incorporate the satisfactory financial
performance over the last several years of core investment Spectrum
Brands and HRG's historically moderate use of debt to fund its
portfolio, typically below 40% loan to value.



HYPNOTIC TAXI: Dec. 21 Fixed as General Claims Bar Date
-------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York established Dec. 21, 2015, at 5:00
p.m., as the deadline for any individual or entity to file proofs
of claim against Hypnotic Taxi LLC .

Judge Craig also set Jan. 18, 2016, at 5:00 p.m., as the
governmental bar date.

Attorneys (with full access accounts) and employees of
institutional creditors (with limited access accounts) must file
proofs of claim electronically on the Court's Case
Management/Electronic Case File (CM/ECF) system.  Those without
accounts to the CM/ECF system must file their proofs of claim by
mailing or delivering the original proof of claim by hand to the
U.S. Bankruptcy Court, Eastern District of New York:

         United States Bankruptcy Court
         Eastern District of New York
         Conrad B. Duberstein U.S. Bankruptcy Courthouse
         271 Cadman Plaza East, Suite 1595
         Brooklyn, NY 11201-1800

A copy of the proof of claim must also be sent contemporaneously
to:

         KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
         200 West 41st St., 17th Fl.
         New York, NY 10036
         Attn: Fred Stevens

                        About Hypnotic Taxi

Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015.  The petition was signed by Evgeny Freidman as sole
and managing member.

Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel.  Judge Carla E. Craig presides over the case.

The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.

Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total
liabilities of $2,825,401 as of the Petition Date.

The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors.


HYPNOTIC TAXI: Seeks to Continue Arrangement With Taxi Lessees
--------------------------------------------------------------
Hypnotic Taxi LLC and its affiliated debtors ask the U.S.
Bankruptcy Court for the Eastern District of New York to authorize
their continued business relationship with various affiliated
management companies.

The Debtors collectively own 46 New York City taxi medallions
("Medallions") and related vehicles ("Taxi Vehicles") and lease
them to various affiliated management companies, in exchange for
lease payments equal to the amount of the historical debt service
to the Debtors' secured lender, Citibank, N.A.  Under the
arrangement, the Management Companies receive the gross revenues
from the operation of the Taxi Vehicles, and pay therefrom the
expenses associated with the operation of such Taxi Vehicles.

Joshua Rizack, the Debtors' Chief Restructuring Officer, after
undertaking a significant investigation, determined that: (i) the
Lease Payments are significantly above market in the Debtors'
favor; (ii) the lease relationship between the Management Companies
and the Debtors is typical and standard to the industry; and (iii)
the Management Companies do not make any profit from their
relationship with the Debtors.

          Objections to the Debtors' Motion

(a) The U.S. Trustee

William K. Harrington, the United States Trustee for Region 2,
contend that the Debtors have not shown that continuing the
business relationship with the Management Companies is based on the
sound exercise of business judgment.  The U.S. Trustee further
contends that the Debtors actually seek Court approval of alleged
leases of their taxi medallions and vehicles to the Management
Companies, which are insiders of the Debtors.  Mr. Harrington
asserts that the Debtors and the Management Companies did not
execute written leases and to the extent oral leases exist, they
are unenforceable under the Statute of Frauds.  Mr. Harrington
tells the Court that the Debtors should not be authorized to
maintain a relationship that transfers control of nearly every
aspect of the Debtors' businesses to insider Management Companies,
which have no fiduciary obligation to the Debtors. He further tells
the Court that approval of the Debtors' relationship with the
Management Companies would essentially leave the Debtors without
fiduciaries with duties to creditors and the estates.

(b) Josette Marie Tenas-Reynard

Creditor Josette Marie Tenas-Reynard contends that the Management
Companies are making a profit of at least $738 per month per
Medallion for each of the 44 medallions that are the subject of the
bankruptcy case.  She further contends that this is contrary to Mr.
Rizack's  calculations which show that Management Companies do not
make a profit and that the subject arrangement between the Debtor
and the Management Companies is actually "beneficial to the
Debtors, their creditors and the estates."  Ms. Tenas-Reynard tells
the Court that the arrangement proposed by the CRO is not legal and
is not fair to the Debtor or any of its creditors, with the
possible exception of Citibank.  She further tells the Court that
it puts the public at risk by permitting 44 under-insured vehicles
to prowl the streets of New York City without providing for
adequate financial compensation of victims.

                      Reservation of Rights

The Official Committee of Unsecured Creditors relates that although
further investigation of the relationship between the Debtors and
the Management Companies is appropriate, the proposed form of order
that accompanies the Debtors' Motion provides for a full
reservation of rights for the Committee, the Debtors' creditors and
other interested parties and allows them to seek to terminate the
relationship for any cause at any time. The Committee further
relates that it provided comments slightly expanding the
reservation of rights language originally proposed, which the
Debtors have agreed to incorporate in the final proposed order
granting the Debtors' Motion.  The Committee adds that with these
modifications, it does not at this time, oppose the entry of an
order granting the Debtors' Motion, which will simply preserve the
status quo until a thorough investigation of the relationship
between the Debtors and the Management Companies can be conducted.

At the time the Debtors' motion was filed, Ms. Tenas-Reynard was a
plaintiff in a personal injury lawsuit pending in the United States
District Court, Southern District of New York.

                           *     *     *

Hypnotic Taxi is represented by:

          Fred Stevens, Esq.
          Maeghan J. McLoughlin, Esq.
          KLESTADT WINTERS JURELLER SOUTHARD & STEVENS LLP
          570 Seventh Avenue, 17 Fl.
          New York, NY 10018
          Telephone: (212)972-3000
          Facsimile: (212)972-2245
          E-mail: fstevens@klestadt.com
                  mmcloughlin@klestadt.com

The United States Trustee is represented by:

          Marylou Martin, Esq.
          201 Varick Street, Suite 1006
          New York, NY 10014
          Telephone: (212)510-0500
          Facsimile: (212)668-2255

Josette Marie Tenas-Reynard is represented by:

          Marc A. Stadtmauer, Esq.
          STADTMAUER & ASSOCIATES
          370 Lexington Avenue, Suite 1703
          New York, NY 10017
          Telephone: (212)986-6200
          E-mail: MAS@Stadtmauer.com

The Creditors Committee is represented by:

          Robert Ansehl, Esq.
          Sedgwick M. Jeanite, Esq.
          WHITE AND WILLIAMS LLP
          250 West 34th Street, Suite 4110
          New York, NY 10119
          Telephone: (212)244-9500
          E-mail: ansehlr@whiteandwilliams.com
                  jeanites@whiteandwilliams.com

                  - and -

          Earl M. Forte, Esq.
          Amy E. Vulpio, Esq.
          WHITE AND WILLIAMS LLP
          1650 Market Street, Suite 1800
          Philadelphia, PA 19103-7395
          Telephone: (215)864-7000
          E-mail: fortee@whiteandwilliams.com
                  vulpioa@whiteandwilliams.com

                       About Hypnotic Taxi

Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015.  The petition was signed by Evgeny Freidman as sole
and managing member.

Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel.  Judge Carla E. Craig presides over the case.

The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.

Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total
liabilities of $2,825,401 as of the Petition Date.

The U.S. Trustee for Region 2 appointed three creditors to serve on
the official committee of unsecured creditors.



IMMC CORPORATION: Trustee's Suit vs. Erickson, et al., Dismissed
----------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware denied the renewed motion to transfer the
adversary proceeding filed by Robert F. Toisio, as liquidating
trustee of IMMC Corporation, against Edward Erickson, et al., to
the District Court for the Eastern District of Pennsylvania.  The
judge also dismissed the complaint.

The Trustee filed a complaint asserting claims for breach of
fiduciary duties against former officers and directors of Immunicon
Corporation.

In 2012, Judge Carey denied the Trustee's request that the
proceeding be transferred to the District Court for the Eastern
District of Pennsylvania.  The judge concluded that bankruptcy
courts are not "courts" as defined 28 U.S.C. Section 610 and,
therefore, are without authority to effect such a transfer.

On February 19, 2015, the Trustee filed the renewed motion.  Judge
Carey, however, remained convinced that Section 610 did not include
bankruptcy courts in its definition of "courts."

The adversary proceeding is ROBERT F. TROISIO, as Liquidating
Trustee of IMMC CORPORATION, f/k/a IMMUNICON CORPORATION,
Plaintiff, v. EDWARD L. ERICKSON, BYRON HEWITT, LEON TERSTAPPEN,
JAMES L. WILCOX, ELIZABETH E. TALLETT, J. WILLIAM FREYTAG, ZOLA P.
HOROVITZ, JAMES G. MURPHY, BRIAN GEIGER, JONATHAN COOL, and ALLEN
J. LAUER, Defendants, ADV. PROC. NO. 10-53063 (KJC) (Bankr. D.
Del.).

The bankruptcy case is In re: IMMC CORPORATION f/k/a IMMUNICON
CORPORATION, et al., Chapter 11, Debtors, JOINTLY ADMINISTERED CASE
NO. 08-11178 (KJC)(Bankr. D. Del.).

A full-text copy of Judge Kemp's October 30, 2015 memorandum and
order is available at http://is.gd/5cjpZRfrom Leagle.com.

Robert F. Troisio is represented by:

          Jason C. Powell, Esq.
          FERRY, JOSEPH & PEARCE, P.A.
          824 Market Street Suite 1000
          Wilmington, DE 19801
          Tel: (302) 575-1555
          Fax: (302) 575-1714
          Email: jpowell@ferryjoseph.com

            -- and --

          Michael Seidl, Esq.
          PACHULSKI, STANG, ZIEHL, YOUNG & JONES
          919 North Market Street 17th Floor
          Wilmington, DE 19801
          Tel: (302) 652-4100
          Fax: (302) 652-4400
          Email: mseidl@pszjlaw.com

            -- and --

          Mara Beth Sommers, Esq.
          BALES SOMMERS & KLEIN, PA
          One Biscayne Tower
          2 South Biscayne Boulevard, Suite 1881
          Miami, FL 33131
          Tel: (305) 372-1200
          Fax: (305) 372-9008

Edward L. Erickson is represented by:

          L. John Bird, Esq.
          Carl D. Neff, Esq.
          FOX ROTHSCHILD LLP
          Citizens Bank Center
          919 North Market Street, Suite 300
          Wilmington, DE 19899-2323
          Tel: (302) 654-7444
          Fax: (302) 656-8920
          Email: jbird@foxrothschild.com
                 cneff@foxrothschild.com

            -- and --

          Michael Eidel, Esq. PA
          Sheldon K. Rennie, Esq.
          Clair E Wischusen, Esq. PA
          FOX ROTHSCHILD LLP
          2700 Kelly Road Suite 300
          Warrington, PA 18976-3624
          Tel: (215) 345-7500
          Fax: (215) 345-7507
          Email: meidel@foxrothschild.com
                 cwischusen@foxrothschild.com


INNOVATIVE PERFORMANCE: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Innovative Performance Solutions, LLC
           dba IPS Motorsports
        c/o Stanislav Makarov
        6082 Tournament Dr.
        Westerville, OH 43082

Case No.: 15-57301

Chapter 11 Petition Date: November 12, 2015

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. John E. Hoffman Jr.

Debtor's Counsel: James E Nobile, Esq.
                  NOBILE & THOMPSON CO., L.P.A.
                  4876 Cemetery Road
                  Hilliard, OH 43026
                  Tel: 614-529-8600
                  Fax: 614-529-8656
                  Email: lahennessy@ntlegal.com

Total Assets: $254,757

Total Liabilities: $2.32 million

The petition was signed by Stanislav Makarov, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb15-57301.pdf


INTERNATIONAL TEXTILE: Posts $1.6 Million Net Income for Q3
-----------------------------------------------------------
International Textile Group, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stock of $1.57 million on $158
million of net sales for the three months ended Sept. 30, 2015,
compared to net income attributable to common stock of $11.8
million on $154 million of net sales for the same period a year
ago.

For the nine months ended Sept. 30, 2015, the Company reported net
income attributable to common stock of $1.29 million on $460
million of net sales compared to a net loss attributable to common
stock of $11.3 million on $455 million of net sales for the same
period during the prior year.

The Company's balance sheet as of Sept. 30, 2015, shows $330
million in total assets, $383 million in total liabilities and a
$53.8 million total stockholders' deficit.

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

                       http://is.gd/WQOAbf

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

International Textile reported a net loss attributable to common
stock of $15.4 million on $595 million of net sales for the year
ended Dec. 31, 2014, compared to a net loss attributable to common
stock of $10.9 million on $600 million of net sales in 2013.


KAMAN CORP: S&P Affirms 'BB+' CCR & Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB+' corporate credit rating on Bloomfield, Conn.-based aerospace
supplier and industrial parts distributor Kaman Corp. and revised
its outlook on the company to negative from stable.

"The outlook revision reflects the potential that Kaman's credit
metrics will not return to levels that we consider appropriate for
our rating, including a funds from operations (FFO)-to-debt ratio
of greater than 25%," said Standard & Poor's credit analyst Chris
Mooney.  "Following the proposed debt-financed acquisition of GRW,
which comes on the heels of the company's $45 million debt-financed
acquisition of Timken Alcor Aerospace Technologies in October 2015,
we expect that Kaman's FFO-to-debt ratio will dip below 25% (on a
pro forma basis including a full year's worth of earnings) from
about 30% as of the last 12 months ended Oct. 2, 2015."

The negative outlook reflects S&P's expectation that organic
revenue growth and some debt reduction will cause Kaman's credit
metrics to improve modestly in 2016, with its FFO-to-debt ratio
returning to about 25% from around 22% on a pro forma basis for the
last 12 months ended Oct. 2, 2015.

S&P could lower its rating on Kaman over the next year if S&P
believes that the company's FFO-to-debt ratio will remain below 25%
at the end of 2016, which would most likely occur because of
acquisitions above S&P's forecast or integration problems.

S&P could revise its outlook on Kaman to stable if its FFO-to-debt
ratio reaches 25% and S&P believes that it will continue to
improve, which would most likely occur if the company reduced its
debt or if its earnings increase by more than it expects.



LAWRENCE, IN: S&P Lowers Rating on 2007A & 2007B Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Lawrence,
Ind.'s series 2007A and taxable series 2007B waterworks utility
revenue and refunding bonds three notches to 'BB+' from 'BBB+'. The
outlook is stable.

The downgrade reflects Standard & Poor's assessment of the
waterworks utility's recent financial performance, which it
considers weak.  The utility's operating and maintenance fund has
been in structural imbalance since 2010; as a result, its cash
balance has declined from $1.6 million as of Dec. 31, 2009, to
negative $637,000 at fiscal year-end 2014.  The 2014 amount
represents negative 54 days' operating expenses, below a
requirement in the waterworks utility bond ordinance to maintain at
least a 60-day balance.

"We believe upward rating mobility would result from financial
operations improving materially, although this action could take
place beyond the two-year outlook period given that Lawrence would
need to demonstrate a trend of sustained financial improvement,"
said Standard & Poor's credit analyst Gregory Dziubinski.
"Conversely, absent clear evidence of steps that we believe would
lead to a return to fiscal stability--which does not just stem but
reverses financial profile degradation--we could still consider a
further lowering of the rating within the outlook horizon."

The water system primarily serves residents of Lawrence, located 10
miles northeast of downtown Indianapolis in Marion County, Ind.



LEVEL 3: Posts $1 Million Net Income for Third Quarter
------------------------------------------------------
Level 3 Communications, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1 million on $2.06 billion of revenue for the three
months ended Sept. 30, 2015, compared to net income of $85 million
on $1.62 billion of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2015, the Company reported net
income of $110 million on $6.17 billion of revenue compared to net
income of $248 million on $4.86 billion of revenue for the same
period during the prior year.

As of Sept. 30, 2015, the Company had $20.9 billion in total
assets, $14.1 billion in total liabilities and $6.78 billion in
total stockholders' equity.

The Company had $691 million of cash and cash equivalents on hand
at Sept. 30, 2015.  The Company also had $51 million of current and
non-current restricted cash and securities used to collateralize
outstanding letters of credit and certain performance and operating
obligations of the Company at Sept. 30, 2015.

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

                       http://is.gd/wnSzU7

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the year ended Dec. 31, 2014, the Company reported net income
of $314 million on $6.77 billion of revenue compared to a net loss
of $109 million on $6.31 billion of revenue during the prior year.

                           *     *     *

In September 2015, Fitch Ratings has upgraded the Issuer Default
Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and
its wholly owned subsidiary level 3 Financing, Inc. (Level 3
Financing) to 'BB-' from 'B+'.  The rating action recognizes LVLT's
strengthening financial and operating profile as the company
completes the integration of tw telecom, Inc.

In June 2013, Standard & Poor's Ratings Services raised its
corporate credit rating on Level 3 to 'B' from 'B-'.  "The upgrade
reflects improved debt leverage, initially from the acquisition of
the lower-leveraged Global Crossing in October 2011, and
subsequently from realization of the bulk of what the company
expects to eventually be $300 million of annual operating
synergies," said Standard & Poor's credit analyst Richard
Siderman.

As reported by the TCR on Aug. 17, 2015, Moody's Investors Service
upgraded Level 3 Communications, Inc.'s corporate family rating
(CFR) to Ba3 from B2.  Level 3's Ba3 CFR is based on the company's
solidifying business and financial profiles as it integrates the
former tw telecom, inc., with Moody's anticipating continued margin
improvement as synergies are realized, and as higher margin
Internet Protocol-based services replace legacy services.


LIBERTY INTERACTIVE: Fitch Affirms BB IDR on Spin-off Announcement
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Ratings for
Liberty Interactive LLC and its wholly owned subsidiary QVC Inc.
(QVC) following today's announcement by Liberty Interactive
Corporation, Liberty LLC's parent, that it intends to spin-off two
newly created companies, CommerceHub, Inc. and Liberty Expedia
Holdings, Inc. (Expedia Holdings) from the Liberty Ventures Group
(Ventures Group) tracking stock.  The Rating Outlook remains
Stable.

CommerceHub, Inc. will be comprised of the CommerceHub business.
Expedia Holdings will house Liberty's 18% ownership interest in
Expedia, Inc. along with Liberty's subsidiary, Bodybuilding.com
LLC.

Ventures Group shareholders will receive corresponding shares of
CommerceHub and Expedia Holdings for every Ventures Group share
held.  Following the transaction, Ventures Group will consist of
Liberty's digital commerce assets, various public equity holdings,
and other assets and liabilities.

Overall, Fitch views the spin-offs as leverage neutral given the
minimal EBITDA contribution of those assets.  Proforma for the
spin-offs and new borrowings at QVC related to the zulily
acquisition that closed Oct. 1, 2015, Fitch calculates QVC Inc.'s
gross leverage at 2.8x and Liberty LLC's gross leverage at 4.5x as
of Sept. 30, 2015.

KEY RATING DRIVERS

The ratings for Liberty LLC and QVC reflect the consolidated legal
entity/obligor credit profile, rather than the Interactive/Ventures
tracking stock structure.  Based on Fitch's interpretation of the
Liberty LLC bond indentures, the company could not spin out QVC
without consent of the bondholders in view of the current asset mix
at Liberty LLC.  QVC generates 85% and 97% of Liberty LLC's
revenues and EBITDA, respectively.  Any spinoff of QVC at this time
would likely trigger the 'substantially all' asset disposition
restriction within the Liberty LLC indentures.

Fitch expects Liberty LLC's gross unadjusted leverage to be managed
to 4.0x and QVC's unadjusted gross leverage to be managed to 2.5x.


Fitch recognizes QVC's ability to manage product mix and adapt to
its customers' shopping preferences.  QVC has managed to grow
revenues over the last three years and has managed Fitch-calculated
EBITDA margins in the 20% - 22% range over that time frame.  Fitch
believes QVC will be able to continue to grow revenues at least at
in line with GDP growth.  QVC's EBITDA margin fluctuation is driven
in part by the product mix.  Fitch believes over the next few
years, QVC's EBITDA margin will remain in its historical 20% - 22%
range.

Fitch expects Liberty LLC's free cash flow (FCF) to be dedicated
toward share repurchases and debt reduction following this
transaction.  While QVC will deleverage over time through EBITDA
growth, Fitch expects QVC to manage leverage closer to its stated
leverage targets of 2.5x within 24 months following the zulily
acquisition.  Fitch recognizes the risk remains that Liberty LLC
acquires the 62% of HSN Inc. it does not already own, but believes
the probability of this has been reduced with the zulily
acquisition.

RATING SENSITIVITIES

Positive Rating Actions: Fitch believes that if Liberty LLC were to
manage to more conservative leverage targets, ratings could be
upgraded.

Negative Rating Actions: If QVC is unable to return leverage to
below the 2.5x rating threshold within 24 months, Fitch would
review the rating.  In addition, changes to financial policy,
including more aggressive leverage targets, and asset mix changes
that weaken bondholder protection could pressure the ratings.  And
finally, while unexpected, revenue declines in excess of 10% that
materially drive declines in EBITDA and FCF and result in QVC's
leverage exceeding 2.5x in the absence of a credible plan to reduce
leverage back under 2.5x would likely pressure ratings.

LIQUIDITY

Fitch believes liquidity at QVC will be sufficient to support
operations and its expansion into other markets.  Acquisitions and
share buybacks are expected to be a primary use of FCF.

Fitch also believes that there is sufficient liquidity and cash
generation (from investment dividends and tax sharing between the
tracking stocks) to support debt service and disciplined investment
at Liberty LLC.  Fitch recognizes that in the event of a liquidity
strain at Liberty LLC, QVC could provide funding to support debt
service (via intercompany loans), or the tracking stock structure
could be collapsed.

Fitch notes that cash can travel throughout all Liberty entities
relatively easily.  Although the tracking stock structure adds a
layer of complexity, Liberty has in the past reattributed assets
and liabilities.  Fitch believes that resources at QVC would be
used to support Liberty, and vice versa, if ever needed.

Fitch believes Liberty LLC continues to carry meaningful liquidity
with $2.5 billion in readily available cash, $0.4 billion of
availability on QVC's $2.25 billion revolver due March 2020 (pro
forma acquisition), and $2.7 billion in other public holdings as of
Sept. 30, 2015 proforma for the spin-off.  Fitch calculates FCF of
$1.4 billion for the last 12 months ended Sept. 30, 2015 (excluding
discontinued operations).  Based on Fitch's conservative
projections, Fitch expects Liberty's FCF to be in the range of $800
- $900 million for fiscal 2015.

Liberty's near-term maturities include $400 million of 1% HSN
exchangeable debentures that may be put to or redeemed by the
company in 2016. QVC's next maturity is $400 million aggregate
principal of 3.125% senior secured notes due in 2019.  Fitch
believes Liberty has sufficient liquidity to handle these
maturities and potential redemption.  Other than the 2019 and 2020
notes, the remaining QVC notes' call provisions are limited to
make-whole provisions ranging from 25 bps-50 bps.

FULL LIST OF RATING ACTIONS

Fitch affirms these ratings:

Liberty Interactive LLC

   -- Issuer Default Rating (IDR) at 'BB';
   -- Senior unsecured at 'BB/RR4'

QVC

   -- IDR at 'BB'
   -- Senior secured debt at 'BBB-/RR1'.

The Rating Outlook is Stable.



LIBERTY INTERACTIVE: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Liberty Interactive LLC's
Corporate Family Rating at Ba3. Moody's also affirmed the Ba2
rating of debt instruments issued by its wholly owned subsidiary
QVC Inc. and the B2 rating assigned to the unsecured debt issues of
Liberty Interactive LLC. The rating outlook remains stable.

The affirmation of the company's ratings reflects the company's
announcement that it plans to pursue the spin-offs of two newly
formed companies to be called CommerceHub Inc. and Liberty Expedia
Holdings to holders of Liberty Venture Group Stock. CommerceHub
would be comprised of the CommerceHub business and Liberty Expedia
Holdings would be comprised of Liberty Interactive's entire
ownership in Expedia, Inc (which has a current market value of
approximately $3 billion), as well as Liberty Interactive's
subsidiary Bodybuilding.com.

The separation of a meaningful amount of assets in the spin-off
transaction is a credit negative, as the asset base supporting the
unsecured debt obligations is meaningfully reduced. That said
Moody's existing ratings contemplate that Liberty was likely to
continue with a track record of spinning off assets in a manner to
benefit shareholders as evident in this transaction and most
recently its 2014 spin-off of its stake in TripAdvisor. Moody's
also notes that the assets being spun out are solely those
currently owned by Liberty Interactive LLC, and there is no impact
to any assets or cash flows of its wholly owned subsidiary QVC Inc.
Pro-forma for this transaction we expect leverage will be in the
low five times range for Liberty Interactive LLC (which does not
include earnings from recently acquired zulily, which is a
subsidiary of Liberty Interactive LLC's parent Liberty Interactive
Corp). While this is high for the current rating we expect the
company to moderately delever which could come through reductions
in gross debt at QVC as QVC migrates leverage toward its 2.5 target
range. The company could also deleverege as should the proposed
merger of Time Warner Cable and Charter Communications conclude on
the current terms Liberty would be required to utilize cash
proceeds to reduce the principal amount of a portion of its
outstanding debt that is exchangeable into a basket of securities
which includes Time Warner Cable.

The affirmation of the SGL-1 ratings reflects the company's still
significant levels of cash and meaningful cash flow, though
tempered in part by the company's high utilization of the QVC
revolver following the zulily acquisition.

The following ratings were affirmed:

Issuer: Liberty Interactive LLC

-- Probability of Default Rating, Affirmed Ba3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed Ba3

-- Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed B2, LGD5

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2, LGD5

-- Issuer: QVC, Inc.

-- Senior Secured Regular Bond/Debenture, Affirmed Ba2, LGD3

Outlook Actions:

Issuer: Liberty Interactive LLC

-- Outlook, Remains Stable

-- Issuer: QVC, Inc.

-- Outlook, Remains Stable

RATINGS RATIONALE

Liberty's Ba3 CFR reflects the good operating margins and cash flow
generated from its portfolio of operating assets led by QVC, its
moderate leverage with debt/EBITDA in the low five times range
pro-forma for the spin-off of various units announced in November
2015. The ratings reflect the risks that assets will be utilized in
a manner that benefits shareholders more than bondholders,
evidenced in the November 2015 announcement and similar separations
in the past, such as it spin-off of its interest in TripAdvisor.
The rating also recognizes QVC's sizable position in the television
shopping industry, its international expansion and strong
capabilities in online shopping. The ratings also take into account
the company's solid overall liquidity profile with its high cash
balances and long term debt maturity profile.

The stable rating outlook reflects our expectation that Liberty
will consider opportunistic transactions including share
repurchases and that financial policies will primarily benefit
shareholders such as the proposed spin-off of CommerceHub and
Liberty Expedia Holdings and strategic transactions such as the
recent acquisition of zulily. The stable rating outlook also
reflects our expectations that QVC will maintain debt/EBITDA within
its target range of 2.5 times, though it may be elevated for a
period of time after the zuliliy acquisition.

In view of the company's history of aggressive financial policies,
there is limited upward rating momentum in the near term. Over time
maintaining balanced financial policies and continued meaningful
debt reductions could lead to an upgrade.

The ratings could be downgraded if liquidity weakens, the asset
composition or risk profile meaningfully changes, QVC's operating
performance deteriorates meaningfully, or debt-to-EBITDA is
sustained above 5.25x. We note the company is near this level at
the current time, pro-forma for the spin-offs of Liberty Expedia
and CommerceHub, thus there is limited capacity for further erosion
in leverage beyond current levels.

Liberty Interactive Corporation (Liberty), headquartered in
Englewood, Colorado, is a holding company that is the parent
company of QVC. It also holds significant equity positions in HSN,
and other smaller issuers. QVC was founded in 1986 and has
operations in the U.S., United Kingdom, Germany, Japan, Italy,
France and China.


LIBERTY INTERACTIVE: S&P Affirms 'BB' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
corporate credit rating on Liberty Interactive Corp.  The outlook
is stable.  The rating action follows the company's announcement
that it plans to spin off its interests in certain assets to
shareholders.  S&P believes the spin-off will not have a meaningful
impact on the company's credit metrics.  

At the same time, S&P revised its recovery rating on Liberty
Interactive LLC's unsecured debentures to '4' from '3', as recovery
prospects for lenders will decline due to the asset-spinoffs.  The
'BB' issue-level rating remains unchanged.  The '4' recovery rating
indicates S&P's expectations of average recovery in the event of
default at the higher end of the 30% to 50% range.

The ratings on the secured debt issued by its QVC subsidiary remain
'BBB-' with a '1' recovery rating, which indicates S&P's
expectation of very high recovery (90% to 100%) in the event of a
payment default.

The affirmation reflects S&P's view of QVC's competitive position
as strong in television-based retailing and e-commerce, good EBITDA
margins relative to that of brick-and-mortar-based retailers, and
S&P's expectations for continuing solid performance trends.  QVC
accounts for the majority of Liberty's consolidated revenues and
profits.  Its television shopping program is well-distributed
across multichannel homes in the U.S.  S&P thinks cable, satellite,
and telecom video providers have an incentive to carry QVC signals
because of the free programming content and commissions of up to 5%
of revenues generated in the programming distributor's service
area.  Although contract negotiations with programming distributors
can be difficult since both sides try to extract the most favorable
economic terms, QVC has not lost any programming carriage in the
U.S. because of contract disputes. This highlights the mutually
advantageous relationship between QVC and its programming
distributors.

The U.S. is QVC's most important and mature market.  It accounted
for nearly 70% of consolidated revenues and about 75% of EBITDA.
The network's future growth in the U.S. will depend on a
strengthening of consumer confidence, expansion of its customer
base, and the generation of high average sales per home.  QVC's
international markets accounts for about 30% of revenue and about
25% of EBITDA.  QVC is available in the U.K., Germany, Japan, and
Italy, and several other countries.  S&P sees the U.K. as a strong
market outside the U.S. with double-digit top line growth.  Many
other international markets are relatively new for the company, and
S&P believes it could take a while for these operations to mature
and generate healthy profit growth.

S&P thinks a core tenant of the company's retailing strategy is to
offer differentiated products that are not offered by competitors.
S&P believes this product strategy combined with its efforts to
expand its brand across TV and e-commerce platforms while
maintaining a shopping experience that resonates with customers
helps the company to retain a loyal customer base and attract new
customers.  Revenues from repeat customers account for about 86% of
sales, which S&P thinks bodes well for performance expectations.
As of June 30, 2015, its customer base grew 5% and new customers
increased 9% over the past year, which the company attributed to
strength in product, programming and personalization initiatives,
better digital marketing, and competitive shipping rates.

S&P's projected performance and key assumptions for 2016 and 2017
are:

   -- The spin off of a portion of assets from Liberty Ventures
      will not have a meaningful impact on its forecasted credit
       metrics for Liberty;

   -- S&P anticipates mid-single-digit revenue growth and almost
      flat EBITDA margins at QVC, which generates the bulk of
      Liberty's consolidated sales and profits.  S&P's forecasted
      profit margins reflect sales leverage partly offset by
      incremental costs to drive sales growth given the highly
      competitive retail environment;

   -- Annual capital spending between $225 million and
      $250 million;

   -- Solid cash flow generation, most of which the company will
      use to repurchase shares; and

   -- No material acquisitions or dispositions expected in the
      next 12 months.  

Pro forma for the scenarios, S&P expects leverage in the 2.9x to
3.1x area and funds from operations to debt in the low-20% area,
reflecting S&P's earnings expectation and assumption that the
company will not incur any large debt-funded shareholder
initiatives and/or acquisitions.  S&P thinks working capital needs
are moderate compared to brick-and-mortar peers, given its buying
strategies and cost-effective sale and distribution techniques.

The stable rating outlook on Liberty is underpinned by S&P's
expectation that performance will remain steady as the company
benefits from improving overall economic trends and its initiatives
to bolster its presence in video commerce and online retail.  S&P's
ratings also factor in its view that the company maintains a
shareholder-friendly policy including a history of split-offs and
debt-financed share repurchases.  However, S&P believes it is
committed to maintaining a strong liquidity profile and manageable
capital structure, which provide support to the current ratings.

S&P could lower its ratings on Liberty Interactive over the next
two years on event risks that includes sizable debt-funded
acquisitions and/or shareholder remuneration in a manner such that
leverage increases above 4x or funds from operations to debt
declines below 20% on a sustained basis.  The credit metric with
the tightest room is funds from operations to debt, which could
decline below the threshold if adjusted debt increases by over $1.3
billion.

An upgrade would require the company to articulate and demonstrate
a commitment to a more conservative financial policy and
acquisition strategy, while preserving its solid competitive
position and achieving solid profitability across all international
operations.



MATTAMY GROUP: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
North American homebuilder and land developer Mattamy Group Corp.
to stable from negative.  S&P also affirmed its 'BB' corporate
credit rating on the company and our 'BB' issue-level rating on its
senior unsecured notes.  The recovery rating on the notes is '3',
indicating S&P's expectation for meaningful (50% to 70%; high end
of the range) recovery to debtholders in the event of default.

"The outlook revision to stable from negative is largely driven by
the improvement in the company's credit measures, which were
stronger than our previous forecast," said Standard & Poor's credit
analyst Christopher Andrews.  "After it announced the acquisition
of Monarch Homes in Dec. 2014, we projected the company to end its
fiscal 2015 with adjusted debt to EBITDA between 4.5x and 5x;
however, after experiencing more favorable sales price appreciation
and better gross margins from both its land and homebuilding
operations, the company finished its fiscal year at 3.9x adjusted
debt to EBITDA," said Mr. Andrews.  In addition, Standard & Poor's
forecasts that the company's credit measures will remain within the
"significant" financial risk profile as outlined in its rating
criteria.

The stable outlook reflects S&P's expectation for the company to
continue to increase community count and expand its platform in the
U.S. in 2016, in addition to growth in its Canadian operations
driven largely by a full year of production from acquired Monarch
operations.  S&P forecasts this growth along with maintaining
current profitability to drive improvement in credit measures, with
leverage below 4x and EBITDA interest coverage of 4x to 5x for the
2016 fiscal year.

Although S&P's outlook for the U.S. homebuilding sector
contemplates a continued recovery based on our expectations of 1.3
million housing starts in 2016 and 1.4 million in 2017, S&P will
continue to monitor Canadian markets due to some level of concern
over the longer term impact of subdued energy prices on housing
demand in Alberta, as well as what S&P believes to be more
temporary issues with land development delays in the GTA.  S&P
views these factors as risks to its forecast and could potentially
take a negative rating action if the company fails to perform in
line with S&P's expectations such that it believes leverage will be
sustained greater than 4x.

S&P views the likelihood of a positive rating action as minimal
over the next 12 months, given the company's smaller size and
limited geographic diversity relative to higher-rated homebuilding
peers.



MAUI LAND: Posts $9.66 Million Net Income for Third Quarter
-----------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $9.66 million on $14.5 million of total operating
revenues for the three months ended Sept. 30, 2015, compared to a
net loss of $749,000 on $2.73 million of total operating revenues
for the same period a year ago.

For the nine months ended Sept. 30, 2015, the Company reported net
income of $7.73 million on $20.03 million of total operating
revenues compared to a net loss of $1.18 million on $10.2 million
of total operating revenues for the same period during the prior
year.

As of Sept. 30, 2015, the Company had $48.2 million in total
assets, $54.5 million in total liabilities, and a $6.32 million
total stockholders' deficiency.

The Company had outstanding borrowings under three credit
facilities totaling $41 million and cash on hand of $1.9 million as
of Sept. 30, 2015.  The Company had $3.1 million of available
credit under its First Hawaiian Bank credit facility as of Sept.
30, 2015.

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

                        http://is.gd/guiJe2

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,  

resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land reported net income of $17.6 million on $33 million of
total operating revenues for the year ended Dec. 31, 2014, compared
with a net loss of $1.16 million on $15.2 million of total
operating revenues in 2013.

Accuity LLP, in Honolulu, Hawaii, issued a "going concern"
qualification in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2014.


MEN'S WEARHOUSE: S&P Alters Outlook to Neg. & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Texas-based men's suiting and apparel retailer
Men's Wearhouse Inc.  S&P revised the outlook to negative from
stable.

At the same time, S&P affirmed the 'BB-' issue-level rating on the
term loan and 'B-' issue-level rating on the unsecured notes.  The
'2' recovery rating on the term loan indicates S&P's expectation of
substantial recovery on the high end of the 70% to 90% range, and
the '6' recovery rating on the unsecured notes indicates negligible
recovery in the 0% to 10% range.

"The rating action reflects the significant underperformance at
Jos. A Bank and our view that a turnaround of the brand will be a
gradual process. Jos. A Bank, which comprises about 25% of the
company's revenue base, has started to move away from its
well-known promotions emphasizing bulk purchases, to less
aggressive promotions; a strategy that has so far not been
resonating well with consumers," said credit analyst Andrew Bove.
"Same-store sales at Jos. A.Bank have been deteriorating at an
accelerated rate over the past several quarters, and we expect weak
sales trends to continue over the next 12 months as the brand
continues to lap over more aggressive promotions and management
works to change brand perception."

The negative outlook reflects consistent and meaningful negative
same-store sales and traffic trends at Jos. A. Bank in the first
three quarters of 2015, a trend S&P expects to continue in the next
several quarters.  The new marketing and promotional strategies at
Jos. A. Bank have not resonated well with the brand's core
customer, and there have been no signs that the new strategy at
Jos. A. Bank has gained any traction.  S&P expects cash flow
measures will be pressured over the next 12 months by continued
weak performance at Jos. A. Bank, which will result in minimal debt
reduction because of limited discretionary cash flow generation.

S&P could lower the rating if Jos. A. Bank sales continue to
decline meaningfully with no signs of improvement in the trends.
This could be a result of the brand losing its core customer from
its change in pricing strategy and failure to attract a younger
demographic with its new merchandise offerings.  Under this
scenario, revenues would decrease in the low-single digits in 2016
and gross margin would remain near its current level.  At that
time, leverage would be in the low-6.0x area and we could reassess
the company's financial risk profile down one category to "highly
leveraged" from "aggressive".

Although unlikely, S&P could raise the rating if the company is
able to turn around negative operating trends at Jos. A. Bank much
faster than expected while experiencing continued good performance
at the legacy brands.  Under this scenario, revenue growth in 2016
would be in the mid-single digits and margins would expand by an
additional 200 basis points over our base-case forecast.  At that
time, leverage would be in the low-4.0x area, and S&P could revise
its assessment of the business higher as a result of considerable
margin expansion.



MF GLOBAL: Executives Lose Bid for E&O Coverage Extension
---------------------------------------------------------
Emily Field at Bankruptcy Law360 reported that a New York
bankruptcy judge has denied an attempt from executives of bankrupt
MF Global Inc. to access to what remains of $7.5 million worth of
errors and omissions insurance coverage to cover the mounting legal
bills for lawsuits connected to their involvement in the brokerage
firm's downfall.

The individual insureds of the company had asked the court last
month to give them access to the funds from the E&O policies to pay
for their defense costs.

                           About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of  

the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S. Trustee
to appoint a chapter 11 trustee.  On Nov. 28, 2011, the Bankruptcy
Court entered an order approving the appointment of Louis J. Freeh,
Esq., of Freeh Group International Solutions, LLC, as Chapter 11
trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810).  On
Dec. 27, the Court entered an order installing Mr. Freeh as Chapter
11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.  J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel.  The Garden City Group, Inc., serves as claims
and noticing agent.  The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
  
The Official Committee of Unsecured Creditors has retained Capstone
Advisory Group LLC as financial advisor, while lawyers at Proskauer
Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from the
plan.  As a consequence of a settlement with JPMorgan, supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%.  Bank lenders will have the same
recovery on their $1.174 billion claim against the holding company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19 billion in unsecured claims
against the finance subsidiary, one of the companies under the
umbrella of the holding company trustee.  Previously, the predicted
recovery was 14.7% to 34% on bank lenders' claims against the
finance subsidiary.


MGM RESORTS: Reports Net Income of $66.4-Mil. for Third Quarter
---------------------------------------------------------------
MGM Resorts International filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $66.4 million on $2.28 billion of
revenues for the three months ended Sept. 30, 2015, compared to a
net loss attributable to the Company of $20.3 million on $2.48
billion of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2015, the Company recorded net
income attributable to the Company of $334 million on $6.99 billion
of revenues compared to net income attributable to the Company of
$192 million on $7.69 billion of revenues for the same period
during the prior year.

As of Sept. 30, 2015, the Company had $26.68 billion in total
assets, $17.4 billion in total liabilities, $5 million in
redeemable non-controlling interest and $9.23 billion in total
stockholders' equity.

The Company's cash and cash equivalents at Sept. 30, 2015, were
$1.8 billion, which included $808 million at MGM China.

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

                       http://is.gd/xocpep

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  Visit the Company's
Web site http://www.mgmresorts.com/

MGM Resorts reported a net loss attributable to the Company of
$156.60 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.

                         Bankruptcy Warning

The Company stated in its 2013 Annual Report, "The agreements
governing our senior secured credit facility and other senior
indebtedness contain restrictions and limitations that could
significantly affect our ability to operate our business, as well
as significantly affect our liquidity, and therefore could
adversely affect our results of operations.  Covenants governing
our senior secured credit facility and certain of our debt
securities restrict, among other things, our ability to:

   * pay dividends or distributions, repurchase or issue equity,
     prepay certain debt or make certain investments;

   * incur additional debt;

   * incur liens on assets;

   * sell assets or consolidate with another company or sell all
     or substantially all assets;

   * enter into transactions with affiliates;

   * allow certain subsidiaries to transfer assets; and

   * enter into sale and lease-back transactions.

Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior secured credit
facility or the indentures governing our other debt could
adversely affect our growth, our financial condition, our results
of operations and our ability to make payments on our debt, and
could force us to seek protection under the bankruptcy laws."

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MICHIGAN POWER: Moody's Gives Ba2 Rating to $263MM Secured Loans
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba2 to Michigan
Power Limited Partnership's ("Michigan Power" or the "project")
proposed $216 million seven year senior secured term loan and an
$47 million five year senior secured revolving credit facility,
together the credit facilities. The rating outlook is stable. This
is the first time that Moody's is rating Michigan Power.

Proceeds from the term loan will be used to partially fund the
sponsor's acquisition and related costs that total $287 million
associated with the Michigan Power natural gas cogeneration plant.
The revolving credit facility will have L/C and working capital
sublimits, as well as provide for a $8 million debt service reserve
L/C.

RATINGS RATIONALE

The Ba2 rating assigned to Michigan Power's credit facilities
reflects the stable cash flows associated with a long-term power
purchase agreement (PPA) with a highly rated counterparty beyond
the life of the credit facilities providing for capacity and energy
revenues accounting for 90% of revenues in most years. The rating
also recognizes the existence of a long-term steam sales agreement
with a subsidiary of a highly rated investment grade counterparty
beyond the life of the financing which provides an additional 10%
revenues to the project. The rating considers the project's long
operating history having commenced operations in 1995, historical
above industry average capacity factors, the benefits of being a
Qualify Facility (QF) from a dispatch standpoint, which mitigates
the unit's high heat rate, as well as the sponsor's experience in
the sector. The rating is tempered by the revenue mismatch under
the agreements arising from the revenue under the PPA being indexed
to coal, even though fuel costs are tied to natural gas. This
mismatch can lead to some volatility in financial performance.
While some operating expense stability will occur through a
long-term gas supply agreement, contract prices under the long-term
gas arrangement are above market. The rating considers the high
leverage in the capital structure leading to relatively weak credit
metrics for the Ba rating category, along with the historical
volatility that can occur in steam sales revenues, which further
negatively influences financial result stability. There will also
be an uncapped pari passu lien on the collateral securing the
credit facilities associated with the project's commitment under
its fuel supply agreement. The project is exposed to some
refinancing risk, although the existence of a long-term PPA and
steam sales contract provide a contractual mitigant to this risk.

Contractual Arrangements underpin the Project

The project is fully contracted with Consumers Energy Company
(Consumers, Baa1 Stable) until October 2030, well beyond the
December 2022 term loan maturity. Per the PPA, Consumers pays a
fixed capacity price for 123 MWs based on a peak and non-peak rate
which accounts for approximately 45% of total annual revenue and
must also take all power produced, at a price per MWh that is tied
to Consumers' costs of operating its coal fleet (including fuel,
operating costs excluding fuel and administrative expenses).
Including capacity payments, payments from Consumers have
historically accounted for roughly 90% of total revenue. The
remaining 10% comes from steam sales to Occidental Chemical
Corporation (OxyChem), under a steam sales agreement (SSA) that
also expires in October 2030. OxyChem is a wholly-owned subsidiary
of Occidental Petroleum Corporation (A2 stable). Minimum purchase
requirements under the SSA are set above the legal threshold for
Michigan Power to maintain its QF status and historical purchases
have been well in excess of minimum levels. OxyChem's Ludington
plant is the largest calcium chloride facility in the world, and is
fully reliant on Michigan Power for steam. Calcium Chloride is an
inorganic salt which can be used in a variety of applications,
including drilling, de-icing, as well as cement additives. Demand
can vary based on weather conditions (mild winters), and activity
in oil & gas E&P, both of which can affect the volatility in
financial results.

Fuel is procured through a long-term fixed-price Gas Supply
Agreement (GSA) with BP Canada Energy Marketing Corp (BP Canada), a
subsidiary of British Petroleum (A2 Positive) until December 2022
for the delivery of approximately 80% of the plant's gas needs,
with the remainder purchased at MichCon's gas hub spot prices. The
gas is transported through a transportation agreement with DTE Gas
Company (DTE Gas: Senior Secured Debt Aa3, Stable) for the plant's
maximum gas needs, subject to annual renewals. DTE Gas owns the
Michigan Consolidated Intrastate Pipeline Company (MichCon), which
connects to the project and whose rates are regulated by the
Michigan Public Service Commission (MPSC).

Consolidated Asset Management Services (Michigan), LLC ("CAMS
Michigan") currently operates the plant through a fixed price
agreement (with annual escalation) that expires in September 2017,
subject to automatic renewal on a yearly basis. Rockland Capital,
the sponsor, intends to initially maintain the contract with CAMS,
but may choose to replace it with another qualified operator in the
future if deemed necessary.

The Project is exposed to an emergency curtailment provision in the
PPA. The provision would allow CMS to reduce capacity and energy
payments to the Project should the MPSC deny or limit the utility's
authorized cost recovery from ratepayers. We understand from our
conversations with CMS, that a payment reduction to the project was
implemented once before in 2000 for a period of a few months, owing
to low load demand. At the time, CMS' coal fleet had to be brought
down to minimum operating levels, hence curtailing Michigan Power's
generation. Since CMS' integration into the MISO market, this has
not reoccurred and is not expected to do so in the future, as any
excess generation at CMS can be offloaded into the MISO market. As
such, we do not view the emergency curtailment provision as a
significant risk for the project.

"We understand that there are collateral posting requirements
associated with the PPA and the SSA. With respect to the PPA, the
project must post an L/C based on required payments in the event of
termination which are on an annual declining scale (currently at
$24 million), while the SSA has a requirement of $10 million. Both
are covered by the $34 million Project L/C sublimit under the
revolving credit facility. There will be an uncapped lien pari
passu with the credit facilities associated with the project's
commitment under its fuel supply agreement."

PPA Revenue Mismatch

Michigan Power's revenues are comprised of fixed and variable
payments. The fixed payments are based on an average rate of
($38/MWh per peak/non-peak hours) and the plant's monthly actual
capacity factor, and make up approximately 45% of total revenues.
The variable component is tied to Consumers' fixed and variable
costs of maintaining its coal fleet on a per MWh basis and accounts
for 45% of total revenues. Improvements in operating efficiency at
the Consumer's coal fleet and cost reductions will negatively
impact the project; conversely, increases in coal prices and/or
higher operating costs associated with environmental controls would
benefit the project. Michigan Power has approximately 80% of its
gas fuel needs fixed through the life of the transaction, placing
most of the commodity risk on the behavior of the coal index.
Historically, the coal-indexed portion of Consumer's fleet and
equivalent payments to Michigan Power's price has been $39/MWh.
Under this structure, the project remains exposed to Consumers'
coal fleet operating costs, which is largely influenced by
movements in the delivered cost of coal. This sort of open
commodity exposure is not typical of fully contracted power plants,
but is partially mitigated by Consumers' hedging of near-term coal
needs as well as the fixed portion of the revenue payments. In
addition, a large portion of Consumers' cost of delivered coal is
rail transportation, which is not anticipated to significantly
decline going forward.

Strong Operating History

The plant has run well in the recent past. The forced outage rate
from 2012 to June 2015 was 0.6% while the industry average from
2003 through 2013 was 3.3 percent. Michigan Power's availability
from 2012 through June of 2015 was 92.6% while the industry average
from 2003 through 2013 was 93.8%. The plant's capacity factor over
the past four years was 92.4%. The next major maintenance is
scheduled for 2019, when the plant is expected to be offline for
just under two months.

Weak metrics for Ba rating category under the Moody's case

The projected credit metrics are sensitive to the assumed
trajectory of Consumers' coal fleet operating costs (which include
the impacts of environmental upgrades), as well as steam sales,
which can be more volatile depending on demand for calcium
chloride. In management's base case forecast, the three year
projected average DSCR is 2.0x and FFO / debt is near 9%. The term
loan will be repaid via a 1% scheduled annual amortization along
with a sweep of 100% of excess cash up to a target debt balance
established in the management case of the financial model. Excess
cash flow sweep accounts for about 7-11% of annual amortization in
the 2016-2022 period. Under this case, all excess cash is swept and
60% of the debt amortizes over the life of the loan, leaving
roughly $83 million outstanding at maturity. Dividends are only
permitted to the extent target debt balances are met, and actual
operating results are stronger than what is presented under
management's case.

Under the Moody's case, we assumed a lower cost growth trajectory
for Consumers' coal fleet, steam sales reflective of the most
recent 5-year historical average which includes the recent mild
winters, forced outage rates more in line with industry averages
around 3%, and higher capital expenditures based upon our
assessment of the independent engineer (IE) report. Under this
case, credit metrics were notably worse falling in the "B" rating
category. Specifically, the three year projected average DSCR is
1.51x while the ratio of FFO to debt is near 5% owing primarily to
higher debt balances throughout the term caused by lower free cash
flow generation. In the Moody's base case, approximately 30% of the
original debt is paid down, with $150 million remaining at
maturity. Moody's observes that a reduction in steam sales lower
natural gas fuel needs and actually improves heat rate efficiency;
however, the overall effect is still a negative impact to credit
metrics. In fact, we calculate that in years of high required
capital investment, financial metrics can become very tight should
steam sales decline to levels experienced in 2012 and 2013. This
risk should it occur is partially mitigated by the project's
flexibility to defer capital spending for some periods and by the
fact that the scenario only surfaces if a mild winter preceded a
period of high capital spending.

The lenders will benefit from a six month debt service reserve
provided with a $8 million letter of credit sublimit under the
revolving credit facility, and a major maintenance reserve based on
a 3-year look-forward basis from free cash flows before debt
service, initially cash funded at financial close. The collateral
package includes a first priority pledge of all of the assets,
accounts, intangibles and equity interests in Michigan Power. As
mentioned there will be sharing of collateral associated with the
project's commitment under its fuel supply agreement. There is
standard waterfall of accounts, limitations on asset sales, and
change of control protection.

Rating Outlook

The rating outlook for Michigan Power is stable based on historical
operating statistics and initial intent to maintain current
operating & maintenance agreement with CAMS. The outlook also
considers no significant decrease in revenues driven by a drop in
the delivery cost of PRB coal based on the Consumer's coal fleet
current short to medium term supply contracts

What Could Change the Rating - Up

Observed period of above average operating statistics and steam
sales, or higher than anticipated coal fleet maintenance and fuel
costs at Consumer's which positively impact the project's credit
metrics, leading to more rapid debt repayment

What Could Change the Rating - Down

Lower than historically observed capacity factors and below average
steam sales on a sustained basis leading to weaker credit metrics.
Additionally, events that could lead to a loss of QF status, or if
the cost of Consumers' coal fleet exhibits a significant decline
impacting revenues.

Issuer Profile

Michigan Power is a special purpose entity that owns and operates a
125 MW natural gas fired combined cycle cogeneration plant located
in Ludington, Michigan, on the northern Lake Michigan coast of the
state's lower peninsula. The plant commenced operations October
1995, and has been operating as a base-load capacity as a QF power
plant under PURPA. The plant's energy and capacity is fully
contracted with a large vertically integrated utility. Natural gas
for the project is provided at a mostly fixed price under a
long-term gas supply agreement. Water for the project is received
via a direct connection with to the City of Ludington.

Michigan Power consists of one gas fired only General Electric (GE)
Frame 7EA combustion turbine generator (CTG) which has a nameplate
output of 83.5 MW and one nameplate 58 MW GE condensing steam
turbine; two auxiliary boilers, generator step-up (GSU)
transformers; interconnection facilities; and other associated
equipment.

Rockland Capital, LLC intends to acquire 100% of the plant from
ArcLight. Rockland, a power-focused private equity firm founded in
2003, has managed more than 5,500MW of projects through two private
equity funds and one pledge fund and has managed $878 million in
committed capital. The management team has been investing together
since the mid-1990s, and all principals have relevant industry
backgrounds.



MILLENNIUM LAB: Seeks Approval of Cash Collateral Use
-----------------------------------------------------
Millennium Lab Holdings II, LLC, et al., ask permission from the
Bankruptcy Court to use cash collateral and provide adequate
protection to the prepetition credit parties.  The Debtors also ask
the Court to allow the Subrogation Claim and grant the Subrogation
Claim Lien in favor of Millennium Lab Holdings, Inc. and TA
Millennium, Inc.  The Debtors intend to use the Cash Collateral for
working capital, general corporate purposes, and administrative
costs and expenses of the Debtors.

The Debtors' prepetition funded debt consists of two facilities:
(a) a secured credit facility issued in April 2014 in the original
principal amount of $1.825 billion and (b) a priming, first-lien
credit facility in the principal amount of $50 million executed on
Nov. 9, 2015, to certain Prepetition Lenders in connection with the
Debtors' prepetition solicitation.

The 2014 Credit Facility

As part of the April 2014 recapitalization transactions, the
Debtors entered into the 2014 Credit Facility, consisting of a
$1.775 billion term loan and a $50 million revolving credit
facility.  The revolving credit facility commitments were
terminated in June 2015, leaving only the term loan outstanding. As
of the Petition Date, the outstanding principal balance of the 2014
Credit Facility was approximately $1.753 billion.

The 2014 Credit Facility is governed by that certain Credit
Agreement among Millennium Lab Holdings II, LLC, Millennium
Laboratories, LLC, as borrower, the several lenders from time to
time party thereto, and Wilmington Savings Fund Society, FSB, as
successor administrative agent, dated as of April 16, 2014, as
amended by that certain Consent and First Amendment to Credit
Agreement dated as of Nov. 9, 2015.

To secure the 2014 Credit Agreement Claims, the Debtors entered
into a Guarantee and Collateral Agreement made by Millennium Lab
Holdings II, LLC, Millennium Laboratories, LLC, and certain of its
subsidiaries in favor of the 2014 Credit Facility Agent, dated as
of April 16, 2014, in substantially all of their assets to the 2014
Credit Parties.

The Subrogation Claims

On Oct. 16, 2015, the Debtors entered into the USA Settlement
Agreements to resolve pending billing and administrative issues
between the USA Settlement Parties and the Debtors.  Upon execution
of the definitive documentation, the Debtors paid a $50 million
Initial USA Settlement Deposit to the USA Settlement Parties.  As
required by the USA Settlement Agreements and the RSA, TA, and MLH
severally guaranteed the Initial USA Settlement
Deposit pursuant to a Guarantee Agreement dated as of Oct. 16,
2015.  The USA Settlement Parties insisted on this guarantee out of
concern that Millennium's payment of the Initial USA Settlement
Deposit might be avoided or disgorged in bankruptcy.

The RSA provides that MLH and TA will have a subrogation claim
against the Debtors for the full amount, if any, actually paid
under the Guarantee Agreement.  Under the RSA, the Subrogation
Claim will be treated as follows: First, the Subrogation Claim will
be an allowed claim against the Debtors in these Chapter 11 Cases.
Second, the Consenting Lenders will, severally and not jointly,
assign to MLH and TA a portion of any cash distribution the
Consenting Lenders receive from the Debtors' estates equal to 50%
of any amounts paid by MLH and TA under the Guarantee Agreement,
not to exceed $25 million in the aggregate.  Third, the Subrogation
Claim will be secured by a superpriority lien on the proceeds of
any avoidance action recoveries from the United States, up to the
lesser of $25 million or 50% of the Subrogation  Claim.  The RSA
requires that the Debtors file a motion on the Petition Date to
allow the Subrogation Claim and approve the
Subrogation Claim Lien.

The Debtors stipulate to the validity and enforceability of the
claims and liens of the Prepetition Credit Parties.

As a condition to their use of Cash Collateral, the Debtors have
agreed to a customary adequate protection package consisting
principally of adequate protection liens, adequate protection
claims, current cash payment of interest on the Prepetition Credit
Facilities at the non-default rate, and the payment of reasonable
and documented fees and expenses of the Prepetition Agents and the
Ad Hoc Group incurred in connection with the Chapter 11 cases, to
the extent of the aggregate diminution in value of the applicable
Prepetition Credit Parties' interest in the Collateral.

                       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: Wants 46-Day Extension to File Schedules
--------------------------------------------------------
Millennium Lab Holdings II, LLC, et al., ask the Bankruptcy Court
to extend their deadline to file their schedules of assets and
liabilities, schedules of current income and current expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs for 46 days and to direct the
United States Trustee not to convene a Sec. 341 meeting of
creditors or equity security holders.

The Debtors tell the Court that for nearly four months, they
engaged in intense settlement discussions and negotiations among
the various parties-in-interest resulting in a global settlement
with the United States of America and the Prepetition Lenders.

"Given the substantial burdens already imposed on the Debtors'
management by the commencement of these chapter 11 cases, and that
pursuant to such global settlement, the Debtors are required to
emerge from bankruptcy no later than December 30, 2015, the Debtors
submit that "cause" exists to extend the current deadline by
forty-six (46) days, until seventy-six (76) days after the Petition
Date, subject to a final waiver of the requirement that the
Schedules and Statements be filed if a plan of reorganization is
effectuated before such date," says Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Debtors.

According to Mr. Clark, the requested extension will enhance the
accuracy of the Statements and Schedules when filed and help avoid
the potential necessity of substantial subsequent amendments.

The Debtors request that, if a plan of reorganization is confirmed
on or prior to the expiration of the extended time period to file
the Schedules and Statements, the Court waive on a final basis the
requirement to file the Schedules and Statements.

Moreover, the Debtors assert that not convening a 341 Meeting is
justified as parties are not likely to receive any significant
benefit from a Section 341 Meeting.  According to the Debtors, the
purpose of a Section 341 Meeting is to provide parties-in- interest
with a meaningful opportunity to examine the debtor and obtain
important information about the debtor.  In these cases, however,
the Plan has been negotiated and voted on.

                       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.


MORGANS HOTEL: Pine River Reports 9.1% Stake as of Nov. 4
---------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Pine River Capital Management L.P. and Brian Taylor
disclosed that as of Nov. 4, 2015, they beneficially own
3,139,668 shares of common stock of Morgans Hotel Group Co.,
representing 9.1 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/j1Lpit

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $66.6 million on $235 million of total revenues for
the year ended Dec. 31, 2014, compared with a net loss attributable
to common stockholders of $58.5 million on $236 million of total
revenues during the prior year.

As of Sept. 30, 2015, the Company had $515 million in total assets,
$774 million in total liabilities and a $259 million total deficit.


MOTORS LIQUIDATION: To Pay Excess Distribution to DTC
-----------------------------------------------------
The Motors Liquidation Company GUC Trust previously announced that
a liquidating distribution of excess distributable assets of the
GUC Trust would be made on or about Nov. 16, 2015, to the holders
of record of units of beneficial interest in the GUC Trust as of
Nov. 9, 2015.

Pursuant to that announcement, the GUC Trust intends to make
payment of the Excess Distribution to The Depository Trust Company
on the Payment Date.  The subsequent settlement and allocation
process for the Excess Distribution to beneficial owners of the GUC
Trust Units will occur in accordance with the rules and procedures
of the Financial Industry Regulatory Authority and of DTC and its
direct and indirect participants.

As announced by FINRA on Nov. 4, 2015, pursuant to FINRA Rule
11140, the ex-dividend date for the Excess Distribution will be
Nov. 17, 2015.  As noted in FINRA's Notice to Members 00-54,
Ex-Dividend Dates (August 2000), an ex-dividend date is the date on
or after which a security is traded without the entitlement to a
specific dividend or distribution.

Beneficial holders of interests in the GUC Trust Units may contact
their brokers with any questions concerning the applicable
timeframes contained in the Nov. 4, 2015, FINRA announcement.

                      About Motors Liquidation

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

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

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

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

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


NAPERVILLE THEATER: IDOR Allowed to Pursue Appeal Against CFB
-------------------------------------------------------------
Judge Samuel Der-Yeghiayan of the United States District Court for
the Northern District of Illinois, Eastern Division, denied the
motion to dismiss filed by First Community Financial Bank but
granted the motions to dismiss separately filed by Trustee Frank J.
Kokoszka and Brixmor Property Group, Inc. and Brixmor Holdings 6
SPE, LLC.

On April 6, 2015, Naperville Theater, LLC, conducted an auction
where Brixmor was the highest bidder.  The Illinois Department of
Revenue filed a limited objection to the motion to approve the
sale, arguing that the sale could not be approved free and clear of
the withholding and sales taxes owed to IDOR and requesting that
certain amounts be turned over to the IDOR.  The bankruptcy court
overruled IDOR's limited objection and approved the sale free and
clear of liens and encumbrances.

IDOR appealed on April 27, 2015.  On May 28, 2015, the sale to
Brixmor was closed and the assets were transferred to Brixmor, who
then resold to a third party.  CFB, the Trustee, and Brixmor moved
to dismiss the appeal.

It was undisputed that IDOR never filed a motion to stay the sale,
that the sale has been completed and the assets transferred, and
that the bankruptcy court found the sale to have been conducted in
good faith.

Judge Der-Yeghiayan granted Brixmor's motion to dismiss after IDOR
indicated that it does not oppose the motion.  The judge also
granted the Trustee's motion to dismiss because the Trustee does
not hold any of the proceeds sought by IDOR, and neither has IDOR
presented a legitimate basis to hold the Trustee liable for the
distribution of such proceeds.

However, Judge Der-Yeghiayan dismissed CFB's motion to dismiss,
concluding that IDOR is not foreclosed by Section 363(m) from
pursuing its appeal against CFB as it relates to the distribution
of the proceeds.  The judge held that CFB, a creditor who was
ordered to receive the distribution of the proceeds, has not shown
that the protection offered in Section 363(m) is applicable to
CFB.

The case is ILLINOIS DEPARTMENT OF REVENUE, Appellant, v.
NAPERVILLE THEATER, LLC et al. Appellees, NO. 15 C 3697 (N.D.
Ill.), relating to In re: NAPERVILLE THEATER, LLC, Debtor.

A full-text copy of Judge Der-Yeghiayan's October 29, 2015
memorandum opinion is available at http://is.gd/PjqnHYfrom
Leagle.com.

Illinois Department of Revenue is represented by:

          Robert Owen Lynch, Iii, Esq.
          OFFICE OF THE ILLINOIS ATTORNEY GENERAL
          100 W. Randolph St.
          Chicago, IL 60601

Naperville Theater, LLC is represented by:

          Frank John Kokoszka, Esq.
          KOKOSZKA & JANCZUR, P.C.
          318 W Adams Street Suite 1100
          Chicago, IL 60606-2172
          Tel: (312) 443-9600
          Fax: (312) 443-5704

Brixmor Holdings 6 SPE, LLC and Brixmor Property Group, Inc. are
represented by:

          Allen Jay Guon, Esq.
          Steven Bennett Towbin, Esq.
          SHAW, FISHMAN, GLANTZ & TOWBIN LLC
          321 N Clark Street, Suite 800
          Chicago, IL 60654
          Tel: (312) 541-0151
          Fax: (312) 980-3888
          Email: aguon@shawfishman.com
                 stowbin@shawfishman.com

First Community Financial Bank is represented by:

          John Ryan Potts, Esq.
          Scott A. Schaefers, Esq.
          BROTSCHUL POTTS LLC
          30 N LaSalle Street Suite 1402
          Chicago, IL 60602
          Tel: (312) 551-9003
          Email: ryan@brotschulpotts.com
                 sschaefers@brotschulpotts.com

                 About Naperville Theater

Headquartered in Naperville, Illinois, Naperville Theater, LLC, dba
Hollywood Palms Cinema, dba Hollywood Palms, opened in September
2009 as a combination movie theater and restaurant offering dinner
and a movie.


NCR CORP: Moody's Lowers Corporate Family Rating to Ba3
-------------------------------------------------------
Moody's Investors Service downgraded NCR Corporation's corporate
family rating ("CFR") to Ba3 from Ba2, and probability of default
rating to Ba3-PD from Ba2-PD, following the announcement that the
company will buy back $1 billion of its stock. The buyback will be
funded with the proceeds from the issuance of $820 million in new
convertible preferred equity to the Blackstone Group and borrowings
under its revolving credit facility. Moody's also downgraded the
ratings on the company's senior unsecured notes to B1 from Ba3 and
affirmed the SGL-2 short term liquidity rating. The rating outlook
was changed to stable from negative.

Rating Actions:

Corporate Family Rating -- Downgraded to Ba3 from Ba2

Probability of Default Rating -- Downgraded to Ba3-PD from Ba2-PD

Senior unsecured notes -- Downgraded to B1-LGD4 from Ba3-LGD5

Speculative Grade Liquidity Rating, affirmed at SGL-2

Outlook -- Changed to Stable from Negative

RATING RATIONALE

The downgrade of the CFR to Ba3 reflects NCR's willingness to take
on incremental credit risk to finance increased share repurchases
as it is going through an ongoing business transformation amid a
rapidly shifting landscape for its legacy hardware products.
Moody's recognizes that competitor innovation, challenging
macroeconomic forces or technology changes periodically impact the
sales of the company's products. In addition the company is
continuing to integrate companies it bought over the past three
years, and has not yet generated consistent revenue gains to drive
incremental profits and cash flow, which have mostly come from more
directly controllable cost reductions. The rating also reflects the
increase in financial leverage resulting from the proposed
preferred equity and debt raises and the potential for debt-funded
acquisitions over the next few years that could prevent further
delevering.

Moody's views the preferred equity investment by Blackstone to have
strong debt-like characteristics with mandated PIK accretion and a
redemption option by the holders after 8.5 years. The rating agency
believes that it is very likely that NCR will look to fund the
redemption with debt-funded cash to avoid significant equity
dilution.

NCR is already working off the elevated debt balances as a result
of borrowings used to execute the recent Digital Insight (2013),
Retalix (2012) and Radiant (2011) acquisitions and the pension
funding programs that commenced in 2012.

Moody's Senior Vice President Gerald Granovsky said, "Moody's
recognizes that the company has been engaged by activist
shareholders, and we think that until the company can generate
consistent revenue and cash flow growth, pressure to reward
shareholders with cash remuneration will remain." Additional credit
risk could arise, following debt issuances, from NCR's diminished
financial flexibility, potentially limiting the company's ability
to pursue prudent strategic opportunities and to defend its market
share against emerging competition.

The rating is supported by NCR's stable recurring revenue stream
from long-term maintenance contracts that result from the strong
global market position across its core financial self-service and
retail store point of sale businesses, and good geographic and
customer diversification. NCR's management has broadened the scope
and improved the firm's competitiveness by acquiring and expanding
into higher growth, higher margin product lines that enhance its
core hardware portfolio.

As such, NCR has been augmenting its product portfolios by
leveraging its technology and manufacturing capabilities to offer
more services and inventory management solutions as its customers
deploy greater automation and e-commerce capabilities at the
physical terminals. NCR is also focused on penetrating emerging
markets and expanding its reach to both large and small businesses
across its business units.

NCR's SGL-2 liquidity rating reflects the company's good liquidity,
with a solid cash balance and a sizeable revolving credit facility.
Moody's expects NCR to generate positive free cash flow of at least
$800 million over the next two calendar years, with much of that
generated cash to be used for debt reduction and voluntary pension
contributions. NCR's increased free cash flow generation is
expected to be driven by the company's improving margins due to its
revenue mix and its reduced pension contributions going forward.
Moody's expects the company to operate with cash balances in the
$300 million to $400 million range. The company maintains an $850
million revolving credit facility as a source for external
liquidity, a part of which will be used to fund the $1 billion
stock buyback. The company also has a $200 million A/R
securitization facility expiring in November 2016.

The ratings for NCR's debt instruments comprise both the overall
probability of default, reflected in the PDR of Ba3-PD, and an
average family loss given default assessment. The unrated senior
secured bank credit facilities benefit from a collateral package
that includes upstream guarantees of certain domestic subsidiaries,
a pledge of the shares of certain domestic subsidiaries and certain
international subsidiaries, and a pledge of the assets of certain
domestic subsidiaries. As a result, NCR's senior unsecured notes
are rated B1, LGD4 reflecting their junior position in the capital
structure as the notes do not share in the collateral package with
the senior secured debt holders.

The stable outlook incorporates Moody's expectation of steady top
line growth, with adjusted debt + preferred stock to EBITDA
expected to improve to mid-4 times range by the end of 2016.

Given the incremental credit risk involved with the proposed
transaction, an upgrade is unlikely in the near term. However,
NCR's rating could face upward pressure if the company successfully
integrates recent acquisitions and demonstrates sustained revenue
growth, operating margin improvements and delivers consistent
levels of free cash flow with lower volatility. The rating could
also be considered for an upgrade if the company maintains adjusted
debt + preferred stock to EBITDA leverage approaching 4.0 times.

NCR's ratings could be downgraded if NCR fails to reduce leverage
meaningfully such that adjusted debt + preferred stock to EBITDA is
expected to be sustained at above 5 times. Additionally, the rating
may be downgraded if operating performance does not improve as
anticipated, the company loses market share in key business
segments, or there is a deterioration in NCR's competitive
position.

NCR Corporation, headquartered in Duluth, Georgia, with about $6.5
billion in revenue for the twelve months ended September 2015, has
leading market positions in automatic teller machine (ATM), retail
point of sale equipment, hospitality and related supplies and
services markets.



NCR CORP: S&P Affirms 'BB+' CCR on Stock Buyback Plan
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Duluth, Ga.-based NCR Corp.  The outlook
is negative.

S&P also affirmed its 'BBB' issue-level rating on NCR's first-lien
secured credit facility, consisting of an $850 million revolving
credit facility and $1.35 billion term loan.  The recovery rating
remains '1', indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.

In addition, S&P affirmed its 'BB' issue-level ratings on the
company's senior unsecured notes.  S&P is revising the recovery
band of the '5' recovery rating, which reflects its expectation for
"modest" recovery in the event of a payment default, to the upper
from the lower half of the 10% to 30% range.

"Our affirmation of the 'BB+' corporate credit rating and our
negative outlook reflect the company's pro forma leverage for the
Blackstone investment of about 4.3x (based on our calculation of
debt and EBITDA as of Sept. 30, 2015 and debt adjusted for
Blackstone's $820 million investment), and our expectation that it
will decline below 4x in 2016," said Standard & Poor's credit
analyst Peter Bourdon.

S&P expects the company's solid free cash flow of about
$300 million to $400 million annually will provide it the
flexibility to lower leverage.  However, S&P expects inconsistent
ATM and POS industry spending over the coming 12 months will
challenge NCR's ability to manage business investment and debt
reduction.  Per S&P's criteria, it treats Blackstone's
$820 million investment as debt due to the holder's cash put rights
beginning in 2024.

The negative outlook reflects the company's pro forma leverage
above 4x and the risks of operational underperformance or other
capital deployment decisions that may detract from deleveraging in
2016.

S&P could lower the rating if the company undertakes debt-financed
acquisitions, makes further returns to shareholders, or its
earnings weaken such that leverage is sustained above 4x in 2016.

S&P could revise the rating to stable if the company reduces
leverage below 4x on a sustained basis.



NEWALTA CORP: DBRS Cuts Issuer Rating to 'BB(low)'
--------------------------------------------------
DBRS Limited downgraded the Issuer Rating of Newalta Corporation
(Newalta or the Company) to BB (low) from BB. DBRS has also revised
the Company’s Recovery Rating to RR5 from RR4, based on an
anticipated debt recovery of 10% to 30% in a hypothetical default
scenario, resulting in a one-notch adjustment to arrive at an
Unsecured Notes rating of B (high). The trends have been changed to
Negative from Stable.

Newalta's operating performance has been in decline through 2015,
and the deterioration accelerated in Q3 2015, well below DBRS's
expectations. In March 2015, DBRS noted that a negative rating
action might occur "if the Company’s financial profile weakens
sharply because of persistent deterioration in its operating
results." The decline in oil prices since late 2014 led to a
significant reduction in drilling and production activities in the
oil patch. Capital expenditures have been curtailed, delayed or
cancelled, maintenance spending has decreased, and well shutdowns
have increased, reducing production-related waste volumes.
Furthermore, some Newalta customers have elected to lower costs by
managing more waste internally, thus reducing the availability of
higher quality waste on the market and ratcheting up the
competition to treat and dispose of it.

Although the proceeds from the sale of the Industrial business in
Q1 2015 helped moderate the weakening in all debt coverage ratios,
poor operating performance through Q3 2015 led to substantially
weaker credit metrics, and the Company has guided that performance
in Q4 2015 will be weaker on a sequential basis. Annualizing the
nine-month 2015 figures and adjusting for operating leases, DBRS
calculates F2015 (estimated) Adjusted Debt-to-EBITDA to be 4.8x and
adjusted Cash Flow-to-Debt at 10%. These metrics are well below the
range associated with the Issuer Rating prior to today’s
downgrade. Newalta received a waiver for its credit facility
covenant requiring Total Debt-to-EBITDA to remain below 4.5x,
providing additional flexibility as the Company navigates the
current challenging operating environment. The waiver will remain
in effect through June 2017.

The Negative trend reflects that the key metrics are at the low end
of the range for the new Issuer Rating level, meaning there is
little cushion to absorb further weakening in the financial risk
profile. DBRS acknowledges that operating earnings should benefit
from aggressive cost reduction efforts and returns on growth
project investments, and that cash outlays should decrease
dramatically because of lower capital spending and a 50% cut in the
dividend as the Company strives to achieve free cash flow
neutrality in 2016. However, DBRS may take another negative rating
action if disappointing operating performance continues to weaken
the Company’s key credit metrics.



NNN DORAL COURT: Court OKs Cash Collateral Use Until Jan. 16, 2015
------------------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, issues a final order
granting adequate protection to secured lender Doral Court Debt
Holdings, LLC, ("DCDH") and authorizing the Chapter 11 Trustee,
Barry E. Mukamal, to operate a 209,075 square foot office building
complex located at 8600 NW 36th Street, Doral, Florida ("Property")
on a status quo basis and use cash collateral from Sept. 21, 2015
through Jan. 15, 2016.

The Court had granted two prior interim cash collateral orders as
between the debtors NNN Doral Court 3, LLC, et. al., and DCDH,
which governed the interim use of cash collateral through an
anticipated final hearing date of Sept. 21, 2015.  During the Sept.
21, 2015 hearing, the Court granted pending motions for the
appointment of a Chapter 11 Trustee, and the Trustee was appointed
on Sept. 22, 2015.  Since that time, cash collateral use has not
been formally authorized and, pending an ongoing reconciliation of
bank accounts being turned over, the Trustee believes that there
has not been any expense activity since Sept. 21, 2015.

The Cash Collateral Budget for the period October 2015 through
December 2015 contains total monthly income in the amount of
$147,894 for each of the remaining three months, and total monthly
expenses of $127,306 for the months of October and December, and
$129,306 for the month of November.

The Trustee relates that certain monthly expenses are accruing and
he anticipates the immediate need for use of cash collateral to
maintain and preserve the Property and its ongoing operations.  The
Trustee further relates that he has reviewed the Debtors' average
monthly income and expenses for the calendar year and has conferred
with the property manager, the maintenance superintendent and DCDH
as to the Property's anticipated needs going forward and expenses
through the end of the calendar year. The Trustee and DCDH agree
that it is in the Debtors' estates' best interest for the Trustee
to use the Secured Lender's cash collateral generated by the
Property's ongoing income to fund operating expenses.  They
maintain that cash collateral use is needed to secure, maintain,
insure and pay obligations on the Property to preserve its value
for all constituents of the Debtors' estates pending a sale.

The Court granted the following to DCDH as adequate protection:

     (a) A replacement lien for the amount of cash collateral used
from and after Aug. 6, 2015 and a replacement line for an amount
equal to the aggregate diminution in the value of DCDH's
prepetition collateral from and after the Petition Date.

     (b) A first priority postpetition security interest and lien
in, to and against all of the Debtors' assets, to the same
priority, validity and extent that DCDH held a properly perfected
prepetition security interest in such assets, which are or have
been acquired, generated, or received by the Debtors and now the
Trustee, subsequent to the Petition Date, including all presently
owed and hereafter acquired property which is not the subject to a
prior perfected and enforceable prepetition lien or security
interest.

The Chapter 11 Trustee is represented by:

          David A. Samole, Esq.
          KOZYAK TROPIN & THROCKMORTON, LLP
          2525 Ponce De Leon, 9th Floor
          Miami, FL 33134
          Telephone: (305)372-1800
          Facsimile: (305)372-3508
          E-mail: das@kttlaw.com



NRAD MEDICAL: Seeks Jan. 3, 2016 Plan Exclusivity Extension
-----------------------------------------------------------
NRAD Medical Associates, P.C., asks the U.S. Bankruptcy Court for
the Eastern District of New York, to extend the exclusive periods
within which it may file a Chapter 11 plan and solicit acceptances
of that plan through Jan. 3, 2016 and March 3, 2016, respectively.


The Debtor contends that cause exists to extend its exclusive
periods because it requires additional time to present adequate
information to, and negotiate its Plan with, the Official Committee
of Unsecured Creditors and Sterling National Bank, its prepetition
lender.  The Debtor further contends that its request for extension
is an effort to work with, rather than pressure, the Official
Committee of Unsecured Creditors and Sterling.  The Debtor relates
that although significant progress has been made in its case, the
Debtor requires an extension of the exclusive periods to continue
its wind down, review its scheduled and filed claims, and provide
time to negotiate with the Official Committee of Unsecured
Creditors and Sterling in connection with its Plan in the hopes
that the Debtor's Plan may be consensual.

The Debtor's Motion is scheduled for hearing on Dec. 8, 2015, at
11:00 a.m.

NRAD Medical Associates is represented by:

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

                  About NRAD Medical Associates

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

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

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

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



OUTER BANKS: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Outer Banks Ventures, Inc.
        P.O. Box 549
        Corolla, NC 27927

Case No.: 15-06168

Chapter 11 Petition Date: November 12, 2015

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: Kevin L. Sink, Esq.
                  NICHOLLS & CRAMPTON, P.A.
                  PO Box 18237
                  Raleigh, NC 27619
                  Tel: 919 781-1311
                  Fax: 919 782-0465
                  Email: ksink@nichollscrampton.com

Total Assets: $8.62 million

Total Liabilities: $2.04 million

The petition was signed by Richard C. Willis, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb15-06168.pdf


OW BUNKER GERMANY: Seeks U.S. Recognition of German Proceeding
--------------------------------------------------------------
Bunker fuel supplier O.W. Bunker Germany GmbH seeks recognition in
the United States of an insolvency proceeding before the
Amtsgericht - Insolvenzgericht Hamburg (Local Court - Insolvency
Court Hamburg) in Germany.

Dr. Gideon Bohm, a lawyer of the law firm Munzel & Bohm in Hamburg,
Germany, as the duly appointed administrator and foreign
representative of O.W. Bunker, filed under Chapter 15 of the
Bankruptcy Code to seek assistance from the U.S. Bankruptcy Court
for the Southern District of New York with respect to certain
actions pending in the United States in which the Debtor is a
party.

The Debtor is one of many worldwide subsidiaries and affiliates of
O.W. Bunker A/S, a foreign corporation organized and existing under
Danish law.

Mr. Bohm said the Debtor does not intend to invoke the automatic
stay with respect to the Interpleader Actions and the Arrest
Actions at this time.  The Interpleader Actions and the Arrest
Actions involve issues related to, inter alia, maritime law.  The
Debtor intends for the SDNY District Court to adjudicate issues
related solely to maritime law in the Interpleader Actions and the
Arrest Actions, but thereafter for Bankruptcy Court to determine
all remaining issues, including the priority of claims to the
interpleader funds on deposit with the SDNY District Court.

"This chapter 15 case is not intended to disrupt the discovery
schedule set forth by the SDNY District Court, and the Debtor
intends to comply with its discovery obligations, notwithstanding
the commencement of this chapter 15 case," according to Mr. Bohm.

The Debtor said it may in the future need to seek recognition by
the Bankruptcy Court of orders entered by the German Court.

                        The German Proceeding

The Debtor filed an application with the German Court on Nov. 12,
2014, to open insolvency proceedings under the German Insolvency
Code.  The Debtor operated under preliminary insolvency proceedings
until Dec. 15, 2014, when such proceedings were converted into
final insolvency proceedings.  Under the German Proceeding, the
Administrator was appointed the preliminary insolvency
administrator.

Following the Preliminary Insolvency Order, the German Court also
installed a preliminary creditors' committee.

On Dec. 15, 2014, the German Court opened the German Proceeding,
and the Administrator was appointed the permanent insolvency
administrator.  According to the Insolvency Order, the German Court
had ascertained that it has jurisdiction to commence the case as a
main insolvency proceeding in Germany and that the
Debtor is insolvent.  Pursuant to the Insolvency Order, the German
Court confirmed the Preliminary Creditors' Committee, which was
subsequently approved by the first creditors' meeting on Feb. 11,
2015.  As part of his duties as insolvency administrator, the
Administrator consults with the Preliminary Creditors' Committee,
which must approve certain important measures.

According to documents filed with the Court, the Debtor has no
assets located in the United States other than the Debtor's
interests in connection with the Interpleader Actions and the
Arrest Actions.

            The Interpleader Actions and the Arrest Actions

The Debtor is party to seven actions pending in United States
District Courts.  The U.S. Actions involve similar facts and issues
of law, but were commenced in one of two different ways -- four
were commenced pursuant to 28 U.S.C. Section 2361 ("Interpleader
Actions"), and three were commenced pursuant to 46 U.S.C. Sections
31341-43 invoking the maritime procedures and special relief
provided by Rule C of the Supplemental Rules for Certain Admiralty
and Maritime Claims ("Arrest Actions").

A. The Interpleader Actions

The Interpleader Actions were commenced in the United States
District Court for the Southern District of New York by certain
vessel owners or charterers against various parties, including the
Debtor, based on amounts still owing by the Interpleader Vessel
Interests for the supply of bunker fuel to vessels owned or
chartered by the Interpleader Vessel Interests.

Hapag-Lloyd Aktiengesellschaft is the plaintiff-Interpleader Vessel
Interest in three of the Interpleader Actions, and Bonny Gas
Transport Ltd. is the plaintiff-Interpleader Vessel Interest in the
fourth Interpleader Action.

The Interpleader Vessel Interests commenced the Interpleader
Actions to: (a) prevent the named defendants, including the Debtor,
from initiating and/or prosecuting arrest actions against the
Interpleader Vessels; (b) determine the proper recipients of the
amounts owed by the Interpleader Vessel Interests for the bunker
fuel; and (c) obtain discharges of both in personam and in rem
liability.

With the SDNY District Court's approval, the Interpleader Vessel
Interests posted and deposited surety bonds into the registry of
the SDNY District Court, which stand as security for the competing
claims for payment and serve as substitute res for the Interpleader
Vessels in rem and/or for the Interpleader Vessel Interests'
payment obligations.  Accordingly, the SDNY District Court issued
anti-suit injunctions that prevent the Debtor and the other
defendants in the Interpleader Actions from instituting or
prosecuting any action against the Interpleader Vessels relating to
the bunker fuel transactions that are the subject of the
Interpleader Actions.

One of the Interpleader Actions has been stayed by the SDNY
District Court at the request of defendants O.W. Bunker USA Inc.,
O.W. Bunker North America Inc., and O.W. Bunker Holding North
America Inc., which are debtors in chapter 11 proceedings pending
in the United States District Court for the District of
Connecticut.  The parties to the remaining, non-stayed Interpleader
Actions are currently engaged in discovery, which is scheduled to
conclude on Dec. 18, 2015.

The Arrest Actions

The Arrest Actions were commenced by certain physical suppliers
against several vessels as in rem defendants, seeking to
recover amounts allegedly owed for the supply of bunker fuel and to
arrest the Arrest Action Vessels on the basis of alleged maritime
liens pursuant to Rule C and 46 U.S.C. Sections 31341-43.

One of the Arrest Actions was commenced in the United States
District Court for the Western District of Washington, but, upon
motion by the Debtor, was subsequently transferred to the SDNY
District Court.  The deadline to complete discovery in the SDNY
Arrest Action is Dec. 18, 2015.

The two remaining Arrest Actions are pending in the United States
District Court for the Southern District of Texas.  There are
currently two pending motions, filed by the Debtor, to transfer the
Texas Actions to the SDNY District Court, and no discovery schedule
has been set.

Pursuant to letters of undertaking or global security agreements,
the vessel interests in the Arrest Actions posted security (in the
form of surety bonds) in favor of the Physical Suppliers to prevent
the arrest or secure the release of the Arrest Action Vessels.

The facts and issues of law in the Arrest Actions are similar to
the Interpleader Actions, but they differ in the way in which they
were commenced.

At this time, the Debtor said it does not intend to invoke the
automatic stay with respect to the Interpleader Actions or the
Arrest Actions.

Upon this Court's recognition of the German Proceeding as a
"foreign main proceeding," the Debtor intends to file a motion with
the SDNY District Court seeking an order confirming that the
Amended Standing Order of Reference in this District (M-431)
requires that the Interpleader Actions and the Arrest Actions be
referred to the Bankruptcy Court.

According to the Debtor, it intends to comply with its discovery
obligations in the Interpleader Actions and the Arrest Actions,
including the deadline for completing discovery by Dec. 18, 2015.
The Debtor maintained the Chapter 15 case is not intended to
disrupt the discovery schedule set forth by the SDNY District
Court.

                        About O.W. Bunker

O.W. Bunker Germany GmbH filed Chapter 15 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 15-13018) on Nov. 11, 2015.  Dr. Gideon
Bohm signed the petition as foreign representative.  The Debtor
estimated assets of $50 million to $100 million and liabilities of
more than $500 million.  McDermott Will & Emery LLP serves as the
Debtor's counsel.


PACIFIC EXPLORATION: Fitch Lowers IDR to B-, On Watch Negative
--------------------------------------------------------------
Fitch Ratings has downgraded Pacific Exploration and Production
Corp. foreign and local long-term Issuer Default Ratings to 'B-'
from 'B+'.  Fitch has also downgraded to 'B-/RR4' from 'B+/RR4' its
long-term rating on Pacific's outstanding senior unsecured debt
issuances totaling approximately USD4 billion with final maturities
in 2019 through and 2025.  These ratings have been placed on Rating
Watch Negative.

KEY RATING DRIVERS

The downgrade reflects Fitch's expectations that the company's
capital structure will continue weakening over the near term as a
result of the agency's slower oil price recovery expectations
published on Nov. 9, 2015.  Fitch expects Pacific's leverage as
measure by total debt to EBITDA to be near 6 times (x) in 2016 if
West Texas Intermediate (WTI) oil price averages $50 per barrel
over that period.  This would result in Pacific triggering its 4.5x
gross leverage maintenance covenants on approximately $1.3 billion
of bank facilities maturing in 2017.  Further, leverage could
remain elevated passed 2016 and the company may have difficulties
servicing its debt maturities, which start in 2017 and average
approximately $1 billion every two years between 2017 and 2025.

Pacific credit metrics have been materially affected by the sharp
decline in oil prices, as well as the company's debt increase
during 2015.  Total and net debt/EBITDA for the latest 12 months
(LTM) ended September 2015 have increased to 4.3x and 3.9x, from
1.9x and 1.8x, as of year-end 2014.  This was mostly due to due to
the decline in global oil prices as well as Pacific's debt increase
of more than USD600 million during first-half 2015. Positively,
Pacific reported zero short-term debt as of September 2015.

Pacific expects to use its internal cash flow generation to finance
capital expenditures and its liquidity position could improve upon
successful divestitures of none core assets.  These divestitures
include its interest in midstream assets and other infrastructure
assets, which the company could sell to improve liquidity without
affecting its operations.  Fitch does not expect these sales to
generate enough cash to service the company's debt amortization in
2017.  Furthermore, the marked reduction in capital expenditure,
while positively reducing the company's short term cash burn, could
have an impact on the company's long-term production and reserve
replacement.

The Negative Rating Watch reflects the delay in the sale of
none-core assets to bolster liquidity and the potential long-term
negative effects the reduction in capex may have on the company's
ability to replace production.  Pacific's ratings could be
downgraded if the company fails to divest interests in non-core
assets to maintain adequate liquidity in a timely fashion.  The
decrease in production in light of Fitch's revised price deck could
be more severe than initially anticipated given the capex reduction
Pacific is implementing to preserve liquidity.  Fitch expects
Pacific's 2015 capex to be between $800 million to
$1 billion, down from a historical average of approximately of
approximately $2 billion per year.

Fitch's base case assumes that Pacific's production declines in
2016 and 2017 as a result of capex reduction and the expiration of
the Pirir-Rubiales field, which today accounts for approximately
35% of Pacific's total production.  This field reverts back to
Ecopetrol in June of 2016.  At a $50/bbl average price in 2016,
Fitch expects Pacific's EBITDA would be slightly below USD900
million, interest expense approximately USD300 million and total
debt of approximately USD5.2 billion.

Pacific has already hedged approximately 7.6 million barrels, or
approximately 15% of its expected 2016 production at an average
strike price floor and ceiling of $54 and $62 per barrel,
respectively, and expects to hedge the maximum amount of its 2016
production as possible.   The company's current hedge position of
15% is low when compared to that of similar small independent U.S.
exploration and production companies, which on average had hedged
more than 40% of their 2016 expected production since June 2015.
This leaves Pacific with a higher exposure to the potential
continuity of low global oil prices next year.

KEY ASSUMPTIONS

   -- Fitch's price deck for WTI oil prices of $50/bbl for 2015
      and 2016, recovering to $60/bbl in 2017;

   -- Piriri-Rubiales field reverts to Ecopetrol in 2016;

   -- Production declines on a year-over-year basis in 2016 and
      2017;

   -- Company manages to negotiate covenants with banks to avoid
      acceleration;

   -- Pacific manages to divest non-core assets between 2016 and
      2017 and uses a portion of the proceeds to reduce debt.

RATING SENSITIVITIES

A negative rating action would be triggered by any combination of
the following events:

   -- A continuous deterioration of the company's capital
      structure and liquidity as a result of either a decrease in
      production as a result of capex curtailment or persistent
      low oil prices;

   -- Failure to divest interests in non-core assets in a timely
      fashion to bolster liquidity;

   -- A significant reduction in the reserve replacement ratio
      could affect Pacific's credit quality given the current
      proved reserve life of approximately 9 years when excluding
      Pirir-Rubiales production.

A positive rating action is unlikely in the medium term.

LIQUIDITY

Adequate Liquidity Position: The company's liquidity position as of
Sept. 30, 2015, is adequate, with Pacific reporting $489 million of
cash on hand an zero short-term debt.  The company's debt
amortization schedule is spread between 2017 and 2025 with an
average of $1 billion coming due every two years. Pacific's
liquidity could remain relatively stable provided the company
succeeds at running a balanced FCF over the next two years which
would potentially stabilize the credit; break even FCF is possible
with Fitch's new price deck if the majority of the company's capex
is considered discretionary and is cut without further erosion of
production.  Liquidity could improve if the company succeeds at
selling some none-core assets.

Fitch has downgraded and placed these ratings on Rating Watch
Negative:

Pacific Exploration and Production Corp.

   -- Foreign and local currency IDRs to 'B-' from 'B+';
   -- International senior unsecured bond ratings to 'B-/RR4' from

      'B+/RR4'.



PIONEER ENERGY: S&P Affirms 'B+' CCR & Revises Outlook to Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and issue-level ratings on San Antonio-based Pioneer Energy
Services Corp. and revised the outlook to negative from stable. The
recovery rating on the company's senior notes remains '4',
indicating average (30% to 50%; at the lower half of the range)
recovery in the case of a payment default.

"The negative outlook reflects our expectations that U.S. oil and
gas drilling activity will decrease over the next two years," said
Standard & Poor's credit analyst Aaron McLean.

"We are revising our assessment of Pioneer's financial risk profile
to "aggressive" from "significant," as defined in our criteria.
Our analysis incorporates our expectations that FFO to debt will be
below 20% and debt to EBITDA above 7x on a sustained basis over the
next two years before improving in 2017.  At the same time, we are
revising the comparable ratings analysis modifier to positive from
neutral, reflecting our view that the company's credit measures
will remain on the upper level of 'B' rated peers over the same
period before improving in 2017 to a level in line with its 'B+'
rated peers," S&P noted.

The negative outlook reflects S&P's expectation that revenue and
profitability will continue to weaken in 2016 as commodity prices
remain low resulting in a deterioration of credit measures such
that debt to EBITDA increases above 7x and FFO to debt decreases
below 20% before returning to levels consistent with the rating in
2017.

S&P would consider a downgrade if the company's operating
performance deteriorates such that S&P projects FFO to debt does
not rise above 20% and debt to EBITDA will not decrease below 7x
after a period of weakness in 2016.

S&P could revise the outlook to stable if the company's financial
measures improve such that S&P projects FFO to debt to remain above
20% and debt leverage below 7x on a sustained basis.



PREMIER PROPERTY: Chapter 11 Case Dismissed
-------------------------------------------
Judge Thomas J. Tucker of the United States Bankruptcy Court for
the Eastern District of Michigan, Southern Division, dismissed
Premier Property Advisors, LLC's Chapter 11 case due to its failure
to file a plan and disclosure statement, which were due to be filed
no later than October 29, 2015.

The judge also noted that Premier Property Advisors filed a motion
to voluntarily dismiss the case on September 28, 2015, and no
objection has been filed.

The case is In re: PREMIER PROPERTY ADVISORS, LLC, Chapter 11,
Debtor, CASE NO. 15-49994 (Bankr. E.D. Mich.).

A full-text copy of Judge Tucker's October 30, 2015 order is
available at http://is.gd/BNWjTdfrom Leagle.com.

Premier Property Advisors, LLC is represented by:

          Robert N. Bassel, Esq.
          P.O. Box T
          Clinton, MI 49236
          Tel: (248) 677-1234
          Fax: (248) 369-4749
          Email: bbassel@gmail.com

Daniel M. McDermott is represented by:

          Ronna G. Jackson, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          211 West Fort Street Suite 700
          Detroit, MI 48226
          Tel: (313) 226-7999
          Fax: (313) 226-7952


QUANTUM CORP: Incurs $11.2 Million Net Loss in Second Quarter
-------------------------------------------------------------
Quantum Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $11.2 million on $117 million of total revenue for the three
months ended Sept. 30, 2015, compared with net income of $1.24
million on $135 million of total revenue for the same period in
2014.

For the six months ended Sept. 30, 2015, the Company reported a net
loss of $22.0 million on $228 million of total revenue compared to
a net loss of $3.07 million on $263 million of total revenue for
the same period a year ago.

As of Sept. 30, 2015, the Company had $305 million in total assets,
$384 million in total liabilities and a $78.5 million total
stockholders' deficit.

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

                       http://is.gd/kE30ir

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the year
ended March 31, 2014.


QUIKSILVER INC: Seeks Approval of $200K Ampla Assets Sale to ColEx
------------------------------------------------------------------
Quiksilver, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the sale
of certain minor assets related to the Ampla Brand ("Ampla Assets")
to ColEX Inc.

The sale is on an "as-is, where-is" basis, free and clear of any
and all mortgages, pledges, liens, charges, security interests,
claims or other encumbrances or interests.

The Purchase Agreement contains, among others, the following terms
and conditions:

     (a) Property to be Conveyed: Seller will sell and Buyer will
purchase certain assets related to the Ampla brand set forth in
Section 1.01 of the Purchase Agreement, including Purchased IP,
internet domain names, the Plate Invention Assignment Agreement
with AtakBrand LLC and Athleticism, Inc., Purchased Inventory,
designs, patterns, and molds owned by and in the possession of the
Seller or one of its affiliates solely related to the Ampla
product, and any marketing materials relating solely to Ampla,
including marketing collateral.  The Seller is not selling and the
Buyer is not buying any other assets of the Company.

     (b) Purchase Price: The aggregate purchase price for the Ampla
Assets will be $200,000, payable in cash at the Closing, plus the
assumption of the Assumed Liabilities.

     (c) Assumption of Liabilities: Buyer has assumed and agreed to
pay, perform and discharge all liabilities of the Seller or its
applicable affiliate arising in connection with the Ampla brand
after the Closing Date.

The Debtors contend that sound business purposes justify the Sale.
The Debtors relate that the Ampla Assets are outside of the core
business of the Debtors, and accordingly, the Debtors do not plan
on further developing the Ampla brand.  They further relate that
the Debtors’ efforts are currently focused on improving on their
core business lines and that the Ampla Assets are not providing any
benefit to the Debtors.  The Debtors add that monetizing such
assets through the Sale will maximize their value for the
Debtors’ estates and creditors.  The Debtors assert that given
the specialized nature of the product, there is a shortage of
potential purchasers.  They further assert that only two other
potential purchasers have contacted the Company, and neither
expressed any interest beyond an initial conversation and exchange
of information. The Debtors tell the Court that the Buyer has
expressed a willingness to purchase the assets on an "as-is,
where-is" basis, and the Debtors believe that the Buyer is able to
close the proposed Sale expeditiously.  The Debtors further tell
the Court that if the Sale to the Buyer is not closed pursuant to
the terms of the Purchase Agreement, it is unlikely that the
Company will be able to locate another buyer who is willing to
close on the Ampla Assets without significant costs and expenses to
the Debtors' estates.

The Debtors' Motion is scheduled for hearing on Nov. 17, 2015, at
10:00 a.m.  

Quiksilver is represented by:

          Van C. Durrer, II, Esq.
          Annie Li, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          300 South Grand Avenue, Suite 3400
          Los Angeles, CA 90071
          Telephone: (213)687-5000
          Facsimile: (213)687-5600
          E-mail: van.durrer@skadden.com
                  annie.li@skadden.com

                  - and -

          Dain A. De Souza, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          One Rodney Square
          P.O. Box 636
          Wilmington, DE 19899-0636
          Telephone: (302)651-3000
          Facsimile: (302)651-3001
          E-mail: dain.desouza@skadden.com

                  - and -

          John K. Lyons, Esq.
          Jessica Kumar, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          155 N. Wacker Dr.
          Chicago, IL 60606
          Telephone: (312)407-0700
          Facsimile: (312)407-0411
          E-mail: john.lyons@skadden.com
                  jessica.kumar@skadden.com

                      About Quiksilver, Inc.

Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories.  The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage.  The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate.  The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.

Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.

In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The remaining 66% is attributable to the Non-Debtor Affiliates
located outside the United States.

Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014.  The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops."  At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75
are
located in the United States.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on
Sept. 9, 2015. Andrew Bruenjes signed the petition as chief
financial officer.  The Debtors disclosed total assets of $337
million and total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Debtors' legal advisor, FTI Consulting, Inc. as their
restructuring
advisor, and Peter J. Solomon Company as their investment banker.
Kurtzman Carson Consultants LLC acts as the Debtors' claims and
noticing agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver
Inc. and its affiliates appointed seven members to the official
committee of unsecured creditors.



QUIKSLIVER INC: Wants Until April 6, 2016 to Decide on Leases
-------------------------------------------------------------
Quiksilver, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
original deadline within which they may assume or reject unexpired
leases of nonresidential real property through April 6, 2016.

The Debtors relate that the Leases cover numerous properties, which
include nonresidential real property Leases for the premises
occupied by the Debtors in connection with the operation of
approximately 85 Company-owned retail stores as well as corporate
headquarters and certain other facilities.  The Debtors further
relate that certain of the Debtors' Leases are important and are
valuable assets of the Debtors' business and may be essential to
the Debtors' Plan.  The Debtors assert that they wish to deal
comprehensively with their Leases through the treatment set forth
in the Plan and that the relief sought in their Motion will be
essential to prevent the automatic rejection of the Leases pursuant
to Section 365(d)(4) of the Bankruptcy Code and to maintain an
efficient plan process.

The Debtors' motion is scheduled for hearing on Nov. 17, 2015 at
10:30 a.m.

Quiksilver is represented by:

          Van C. Durrer, II, Esq.
          Annie Li, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          300 South Grand Avenue, Suite 3400
          Los Angeles, CA 90071
          Telephone: (213)687-5000
          Facsimile: (213)687-5600
          E-mail: van.durrer@skadden.com
                  annie.li@skadden.com

                   - and -

          Dain A. De Souza, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          One Rodney Square
          P.O. Box 636
          Wilmington, DE 19899-0636
          Telephone: (302)651-3000
          Facsimile: (302)651-3001
          E-mail: dain.desouza@skadden.com

                    - and -

          John K. Lyons, Esq.
          Jessica Kumar, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          155 N. Wacker Dr.
          Chicago, IL 60606
          Telephone: (312)407-0700
          Facsimile: (312)407-0411
          E-mail: john.lyons@skadden.com
                  jessica.kumar@skadden.com

                      About Quiksilver, Inc.

Quiksilver, Inc., designs, produces and distributes branded
apparel, footwear and accessories.  The Company's apparel and
footwear brands, inspired by a passion for outdoor action sports,
represent a casual lifestyle for young-minded people who connect
with its boardriding culture and heritage.  The Company's
Quiksilver, Roxy, and DC brands have authentic roots and heritage
in surf, snow and skate.  The Company's products are sold in more
than 100 countries in a wide range of distribution, including surf
shops, skate shops, snow shops, its proprietary Boardriders shops
and other Company-owned retail stores, other specialty stores,
select department stores and through various e-commerce channels.
For additional information, please visit the Company's brand Web
sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com.

Quiksilver began operations in 1976 as a California company making
boardshorts for surfers in the United States under a license
agreement with the Quiksilver brand founders in Australia. The
Company later reincorporated in Delaware and went public in 1986.

In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's
revenue was generated by the Debtors, within the United States.
The remaining 66% is attributable to the Non-Debtor Affiliates
located outside the United States.

Sales at Company retail stores accounted for approximately 28% of
Company revenue during fiscal year 2014.  The Company's retail
shops include full-price stores, factory outlet stores, and
"shop-in-shops."  At the end of the fiscal year 2014, the Company
had approximately 266 full-price core brand stores, of which 75
are located in the United States.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on
Sept. 9, 2015. Andrew Bruenjes signed the petition as chief
financial officer.  The Debtors disclosed total assets of $337
million and total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Debtors' legal advisor, FTI Consulting, Inc. as their
restructuring
advisor, and Peter J. Solomon Company as their investment banker.
Kurtzman Carson Consultants LLC acts as the Debtors' claims and
noticing agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver
Inc. and its affiliates appointed seven members to the official
committee of unsecured creditors.



QUIRKY INC: Can Hire Hilco Streambank to Sell IP Assets
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Quirky Inc. and its debtor-affiliates to employ Hilco IP
Services LLC dba Hilco Streambank to serve as the Debtors'
disposition consultant with respect to the marketing and sale of
the Debtors' intellectual property assets.

The intellectual property assets include the Debtors' interests in
their brands and trademarks, domain names, customer data,
copyrights, patents, proprietary software, IP addresses and the
like along with product, prototypes, tooling, design files, and
related assets.

Streambank will:

     a) collect and secure all of the available information and
data concerning the Quirky Assets.

     b) prepare marketing materials designed to inform potential
purchasers of the availability of the Quirky Assets for sale,
assignment, license, or other disposition and will develop and
execute a sales and marketing program designed to elicit proposals
to acquire the Quirky Assets from qualified acquirers with a view
toward completing one or more sales, assignments, licenses, or
other dispositions of the Quirky Assets.

     c) assist the Debtors in connection with the transfer of the
Quirky Assets to the acquirer(s) who offer the highest or otherwise
best consideration for the Quirky Assets.

     d) be responsible for all execution of all marketing and sales
activities related to the Quirky Assets.

The Debtors agreed to compensate Streambank as follows:

     a) Commencement Fee: A commencement fee of $100,000, payable
in two monthly installments of $50,000, the first of which was paid
prior to the Petition Date, and the second of which is to be paid
no more than 40 days after the effective date of the Engagement
Letter.  The Commencement Fee will be applied as a credit toward
the Commission.

     b) Commission: Streambank will be paid a commission based on a
percentage of aggregate proceeds generated from the sale,
assignment, license or other dispositions of the Quirky Assets as
follows:

           i) 10% of the amount of aggregate Gross Proceeds up
              to $2,000,000; plus

          ii) 12.5% of the amount by which the aggregate Gross
              Proceeds exceed $2,000,000, up to $2,500,000; plus

         iii) 15% of the amount by which the aggregate Gross
              Proceeds exceed $2,500,000.

     c) Any Commissions due Streambank under the Engagement Letter
will be paid in full immediately upon the successful consummation
of any transaction or transactions involving the sale

     d) For the avoidance of doubt, no proceeds that give rise to
the Debtors' payment of a transaction fee to Centerview Partners
LLC on account of a sale of the Wink Assets shall entitle
Streambank to a Commission.  The Debtors have agreed to facilitate
cooperation between Streambank and Centerview regarding their
respective marketing efforts.  In the event that Streambank
initially introduces a purchaser to the Debtors that submits a bid
for the Quirky Assets in connection with a bid for the Wink Assets
separately being marketed by Centerview, the Debtors will use their
reasonable best efforts to allocate payment of an appropriate
Commission to Streambank from the transaction fee otherwise payable
to Centerview.  In no event will the sum of the Commission and the
transaction fee otherwise payable to Centerview under such a
scenario be in excess of the transaction fee otherwise payable to
Centerview.

     e) Expenses: Streambank will be entitled to reimbursement from
the Debtors for all reasonable and customary "Reimbursable
Expenses" in connection with the services performed.  "Reasonable
Expenses" means all reasonable and verified out-of-pocket costs and
expenses incurred by Streambank in connection with performance of
the contemplated services, including, without limitation:
reasonable expenses of marketing, advertising, data room expenses,
travel and transportation, postage and courier/overnight express
fees; provided that the Reimbursable Expense shall not exceed
$20,000 in the aggregate, unless otherwise agreed to in writing by
the Debtors.

Prior to the Petition Date, the Debtors paid $50,000 as a
Commencement Fee and $0.00 as reimbursement for Streambank's
expenses, all pursuant to the terms of the Engagement Letter.
Streambank has received no other compensation from the Debtors.  As
of the Petition Date, Streambank did not hold a prepetition claim
against the Debtors for fees or expenses related to services
rendered in connection with the engagement.

Gabriel Fried, chief executive officer of the firm, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Mr. Fried can be reached at:

   Gabriel Fried
   Hilco IP Services LLC dba Hilco Streambank
   1500 Broadway, 8th Floor
   New York, NY 10036
   Tel: 847-509-1100
   Email: gfried@hilcoglobal.com  

                        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.


QUIRKY INC: Committee Wants to Hire Otterbourg PC as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors for Quirky Inc. and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to retain Otterbourg
P.C. as its counsel as of Oct. 2, 2015.

A hearing is set for Nov. 20, 2015, at 10:00 a.m (Eastern Time) to
consider the Committee's request.  Objections, if any, were due
Nov. 13, 2015, at 4:00 p.m. (Eastern Time).

The firm will:

     a) assist and advise the Committee in its consultation with
the Debtors relative to the administration of these cases;

     b) attend meetings and negotiate with the representatives of
the Debtors;

     c) assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;

     d) assist and advise the Committee regarding the Debtors'
proposed asset sales;

     e) assist the Committee in the review, analysis and
negotiation of any plan of reorganization or plan of liquidation
and to assist the Committee in the review, analysis and negotiation
of the corresponding disclosure statement(s);

     f) assist the Committee in the review, analysis, and
negotiation of any financing agreement(s) and related orders;

     g) take all necessary action to protect and preserve the
interests of the Committee, including (i) if appropriate, possible
prosecution of actions on its behalf, (ii) if appropriate,
negotiations concerning all litigation in which the Debtors are
involved, and (iii) if appropriate, review and analysis of claims
filed against the Debtors' estates;

     h) generally prepare on behalf of the Committee all necessary
motions, applications, answers, orders, reports and papers in
support of positions taken by the Committee;

     i) appear, as appropriate, before the Court, the Appellate
Courts, and the United States Trustee, and to protect the interests
of the Committee before those courts and before the United States
Trustee; and

     j) perform all other necessary legal services in these cases.

The firm's hourly rates for its professionals:

   Professional         Hourly Rates
   ------------         ------------
   Partner/Counsel      $595-$990
   Associate            $295-$695
   Paralegal            $265-$270

Melanie L. Cyganowski, Esq., attorney at the firm, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Ms. Cyganowski can be reached at:

   Melanie L. Cyganowski, Esq.
   Otterbourg P.C.
   230 Park Avenue
   New York, NY 10169-0075
   Tel: 212.905.3677
   Cel: 917.496.3670
   Fax: 212.682.6104
   Email: MCyganowski@Otterbourg.com

                        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.


QUIRKY INC: Court Approves PwC as Panel's Financial Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors for Quirky Inc. and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain
PricewaterhouseCoopers LLP as its financial advisor.

The firm will:

     a) review of financial information prepared by the Debtors or
its advisors including, but not limited to, a review of Debtors'
cash flow projections, Cash Collateral Budget, Asset Purchase
Agreements, Data Room Materials, Wind Down Budget, etc.;

     b) review and monitor the Debtors' cash forecasts, including
but not limited to the wind down budget and expenses following the
proposed auctions;

     c) review and analysis of proposed bids, transactions and
motions for which the Debtors seeks Court approval;

     d) assist the Committee in developing, evaluating, structuring
and negotiating the terms and conditions of offers received on the
sale of the Debtors' assets;

     e) attend meetings with the Debtors, its advisors, the
Committee and other key parties-in-interest, if required;

     f) assist the Committee in the formation and analysis of a
Plan of Reorganization or a Plan of Liquidation, including modeling
analysis of creditor recoveries under various scenarios;

     g) assist the Committee with the monitoring, analysis and
structuring of the wind down of the Debtors' estates, including but
not limited to the monetization of any assets not sold at the
proposed auction;

     h) perform a review of the Debtors' books and records and
other investigations that may be undertaken with respect to
pre-petition acts, related party transactions, financial condition
of the Debtors, its management, creditors including the operation
of their businesses, and, as appropriate, avoidance actions,
preferences and fraudulent conveyances;

     i) provide expert testimony on the results of PwC's findings,
if required; and

     j) provide the Committee with other and further financial
advisory services with respect to the Debtors, including, general
restructuring and advice with respect to financial, business and
economic issues, as may arise during the course of the
restructuring period.

The firm's professionals involved in this engagement will charge
for services rendered based on their customary hourly billing
rates, which rates shall be subject to the following ranges:

   Personnel                  Hourly Rate
   ---------                  -----------
   Partner/Principal          $700-860
   Director/Senior Manager    $525-625
   Manager                    $450-500
   Senior Associate           $350-400
   Associate                  $285-335

Perry Mandarino, partner at the firm, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Mr. Mandarino can be reached at:

   Perry Mandarino
   PricewaterhouseCoopers LLP
   300 Madison Avenue, Fl. 24
   New York, NY, 10017
   Tel: 646-471-7589
   Email: perry.mandarino@us.pwc.com
   
                        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.


QUIRKY INC: Gets Approval on $15M Sale of IoT Buisness Wink
-----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a New York
bankruptcy judge signed off on Nov. 6. 2015, on the sale of Quirky
Inc.'s Internet of Things business Wink Inc. to Flextronics
International for $15 million, completing a major component of
Quirky's Chapter 11.

U.S. Bankruptcy Judge Martin Glenn approved the sale to
Flextronics, which announced in September that it had bid on the
business when Quirky filed for bankruptcy protection.  Wink
develops technology that facilitates the use of wireless Internet
to control basic household systems.

                       About Quicksilver

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

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

Quicksilver Resources Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 15-10585) on March 17, 2015.
Quicksilver's Canadian subsidiaries were not included in the
chapter 11 filing.

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

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

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.  The Committee is represented by Landis Rath
& Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and
Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison
LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and
Adam M. Denhoff, Esq.

                           *     *     *

The Debtors have been given exclusive right to file a bankruptcy
plan through Oct. 13, 2015.


QUIRKY INC: Lists $13.4-Mil. in Assets, $130.9-Mil. in Debts
------------------------------------------------------------
Quirky, Inc., filed with the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $13,496,658
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,260,065
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $509,263
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                      $101,135,550
                                 -----------      -----------
        Total                    $13,496,658     $130,904,878

A copy of the schedules is available for free at

       http://bankrupt.com/misc/QuirkyInc_172_Nov5SAL.pdf

                        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.


QUIRKY INC: Taps Rust Consulting as Administrative Agent
--------------------------------------------------------
Quirky Inc. and its debtor-affiliates ask the Hon. Martin Glenn of
the U.S. Bankruptcy Court for the Southern District of New York for
permission to employ Rust Consulting/Omni Bankruptcy as
administrative agent.

The firm will:

     (a) assist the Debtors in filing their schedules of assets and
liabilities, schedules of executory contracts and unexpired leases,
and statements of financial affairs;

     (b) assign temporary employees to process claims, as
necessary;

     (c) provide balloting, and solicitation services, including
preparing ballots, producing personalized ballots, and tabulating
creditor ballots on a daily basis;

     (d) manage and coordinate any distributions pursuant to a
chapter 11 plan; and

     (e) provide other processing, solicitation, balloting, and
other administrative services described in the engagement
agreement, but not included in Rust/Omni's retention pursuant to
Section 156(c), as may be requested from time to time by the
Debtors, the Court, or the Office of the Clerk of the Bankruptcy
Court.

The firm's hourly rates for standard and custom services:

   Professional             Hourly Rates
   ------------             ------------
   Clerical Support         $21.25-$38.25
   Project Specialists      $48.88-$63.75
   Project Supervisors      $63.75-$80.75
   Consultants              $80.75-$106.25
   Technology/Programming   $60.00-$90.00
   Senior Consultants       $119.00-$148.75

In connection with services to be rendered, Rust/Omni received a
prepetition retainer from Quirky in the amount of $25,000.  The
Debtors propose allowing Rust/Omni to use the Retainer to ensure
payment of Rust/Omni's fees and expenses during the pendency of
these chapter 11 cases.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        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.


RCHP INC: Moody's Raises Corporate Family Rating to B3
------------------------------------------------------
Moody's Investors Service upgraded RCHP, Inc.'s Corporate Family
Rating to B3 from Caa1 and Probability of Default Rating to B3-PD
from Caa1-PD. Moody's also upgraded the instrument ratings on the
company's first lien senior secured debt to B1 from B2 and second
lien senior secured debt to Caa1 from Caa2. The rating outlook is
stable. RCHP, Inc. is a wholly owned subsidiary of RegionalCare
Hospital Partners Holdings, Inc.

The upgrade of RCHP's Corporate Family Rating reflects Moody's
expectation that revenue and earnings growth at the company's
existing hospitals will result in strengthening credit metrics and
mitigate the increase in debt associated with the announced
acquisition of the company by funds affiliated with private equity
firm Apollo Global Management, LLC from the current sponsor,
Warburg Pincus. Moody's anticipates that RCHP's debt to EBITDA will
steadily decline to closer to 6.0 times by the end of 2016 from a
pro forma level of about 6.8 times following the Apollo
acquisition. Moody's understands that the current first and second
lien facilities will be amended and remain in place despite the
change in control effected by the acquisition of the equity of the
company by Apollo. Members of the company's management team are
also expected to maintain an equity ownership interest in the
company. The only expected change in debt associated with the
acquisition is the placement of a PIK note at RCHP's parent holding
company, RegionalCare Hospital Partners Holdings, Inc.

Moody's took the following rating actions on RCHP, Inc.:

Corporate Family Rating to B3 from Caa1

Probability of Default Rating to B3-PD from Caa1-PD

First lien senior secured debt to B1 (LGD2) from B2 (LGD3)

Second lien senior secured debt to Caa1 (LGD5) from Caa2 (LGD5)

The rating outlook is stable.

RATING RATIONALE

RCHP's B3 Corporate Family Rating reflects the company's high
financial leverage, small scale relative to other for-profit
hospital operators in the U.S., and high reliance on revenue and
EBITDA generation from a limited number of facilities and markets.
The rating also reflects the risks associated with the expectation
that the company will pursue growth through acquisitions in order
to gain scale. Further, acquisitions are likely to be debt financed
given the modest amount of free cash flow. However, acquisitions of
income producing operations are likely to reduce leverage given
RCHP's already high leverage. The rating is also supported by
Moody's expectations for improving operating results, driven by
same facility revenue and earnings growth and lower bad debt
expense from the expansion of insurance coverage under the
Affordable Care Act.

The stable rating outlook reflects Moody's expectation that
operational improvements at the company's existing and recently
acquired facilities will result in strengthening credit metrics but
that debt repayment will be limited. Further, Moody's believes that
the company's liquidity position will improve over the next 12 to
18 months with modest but growing free cash flow.

RCHP's ratings could be upgraded if the company gains scale,
improves revenue and earnings diversification and maintains good
liquidity. Furthermore, the company will need to reduce and sustain
debt to EBITDA below 5.0 times to warrant an upgrade.

RCHP's ratings could be downgraded if the company experiences major
operating difficulties in any of its regional markets that would
hinder the expected improvement in credit metrics. The ratings
could also be downgraded if the company increases leverage for a
material debt funded acquisition or shareholder distribution, or if
liquidity or free cash flow deteriorate. More specifically, if debt
to EBITDA is expected to be sustained above 6.5 times, the ratings
could be downgraded.

RCHP is focused on acquiring and developing general acute care
hospitals in non-urban markets and currently operates eight
regional medical centers in seven states. The company is being
acquired by private equity firm, Apollo, from the current equity
sponsor Warburg Pincus in a transaction that is expected to close
by the end of 2015. RCHP generated revenues, after the provision
for doubtful accounts, of approximately $730 million in the twelve
months ended June 30, 2015.



RCS CAPITAL: S&P Lowers Issuer Credit Rating to 'CCC', Outlook Neg.
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
issuer credit rating on RCS Capital Corp. to 'CCC' from 'B'.  The
rating outlook is negative.  S&P also lowered its issue ratings on
the company's first-lien term loan and revolving credit facility to
'CCC' from 'B' and its rating on the company's second-lien term
loan to 'CC' from 'CCC+'.

RCS Capital disclosed a significant impairment charge of
$331.7 million for the three months ended Sept. 30, 2015.  "In our
view, the impairment charge indicates a substantial deterioration
in the company's business performance that could lead to further
deterioration of its financial position, which could put the
company at risk of breaching loan covenants," said Standard &
Poor's credit analyst Olga Roman.  Moreover, RCS Capital disclosed
that based on its current liquidity position, the company's ability
to continue as a going concern might depend on successful execution
of its strategic plans.  The company expects to issue its
third-quarter earnings on or before Nov. 16.

RCS Capital disclosed that it anticipates a net loss of about
$307 million for the three months ended Sept. 30 due to the
impairment charge.  The total impairment charge for the nine months
ended Sept. 30 was $488.5 million, compared with its
$1.8 billion carrying value of goodwill and intangible assets as of
Dec. 31, 2014.

RCS Capital and Apollo Global Management announced that they
mutually agreed to amend the previously announced sale of the RCS
Capital wholesale distribution business and certain related
entities to Apollo.  Under the amended agreement, RCS Capital will
sell its wholesale distribution business, including Realty Capital
Securities and Strategic Capital, to Apollo for $6 million in cash
(compared with $25 million under the original agreement), subject
to certain purchase price adjustments. RCS Capital's profitable
transfer agent and transaction management businesses, and certain
other employees will not be part of the amended transaction.

While S&P believes that RCS Capital's sale of its wholesale
business to Apollo could reduce volatility in its earnings, as the
company has operated this business at a loss, S&P views the terms
of the amended agreement as less favorable.  The sale also creates
some uncertainty about the potential impact on other business
segments, in particular Investment Banking and Capital Markets.

RCS Capital announced changes to its board as it replaced two
Apollo executives with an executive from Luxor Capital Group.  The
company still plans to replace a CEO and CFO.  S&P views the
apparent scaling down of the cooperation with Apollo as negative
for the rating.  RCS Capital also announced it agreed to sell the
Hatteras Liquid Alternatives platform to the Hatteras Funds
Management Group, and it engaged Lazard Freres to explore strategic
alternatives.  S&P expects to gain more clarity on RCS Capital's
strategy over the next several quarters.

RCS Capital announced that it agreed with its first- and
second-lien lenders under the company's existing senior secured
credit facilities to make certain modifications to the facilities,
including the incurrence of the notes.  RCS Capital is planning to
issue $27 million of new senior unsecured promissory notes at a
rate of 12% per year with interest payable in kind. Luxor will own
$15 million, and RCAP Holdings, a private holding company under
common ownership with AR Capital, will hold $12 million of these
notes.  Though this issue should boost liquidity for RCS Capital,
S&P views it as a temporary and costly bridge to a future state. In
conjunction with the transaction termination between Apollo and AR
Capital, AR Capital will purchase $25 million of preferred stock of
RCS Capital from Apollo.

As of June 30, 2015, RCS Capital's outstanding secured debt
included a $535 million senior secured first-lien term loan
facility, a $148 million senior secured second-lien term loan
facility, and $23 million outstanding under a senior secured
first-lien revolving credit facility.  The company's total
long-term debt was $804 million.  Additionally, the company had
$152.5 million of 11% series B preferred stock and $114.1 million
7% series C convertible preferred stock.

In June 2015, RCS Capital reached an agreement with its lenders to
amend its leverage ratio covenant for its first- and second-lien
loan.  These amendments increased the interest rates for the bank
facilities by 1.00% per year and decreased the restrictions on the
required secured leverage ratios until Dec. 31, 2016.  While in
S&P's view these covenant amendments have provided RCS Capital some
flexibility, S&P believes the company is likely to default without
an unforeseen positive development over the next 12 months due a
near-term liquidity crisis or violation of financial covenants.

The negative outlook reflects a one-third probability that S&P
could downgrade the company if its business or financial position
weakens to the extent that a default, distressed exchange, or
redemption appears to be inevitable within six months, absent
unanticipated significantly favorable changes in the company's
circumstances.  The potential that S&P revises the outlook to
stable is likely to be limited until the company establishes clear
strategic priorities and significantly improves its capital and
earnings.



RELATIVITY MEDIA: Has Until Jan. 26 to Remove Actions
-----------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York extended until Jan. 26, 2016,
Relativity Fashion, LLC, et al.'s time to file notices of removal
of related proceedings.

As reported by the Troubled Company Reporter on Oct. 2, 2015, Craig
Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York,
said that "The extension requested will provide sufficient
additional time for them to consider, and decide upon, removal of
the civil actions as they move quickly and simultaneously toward a
chapter 11 plan."

                   About Relativity Fashion

Based in New York, Relativity Fashion LLC dba M3 Relativity --
http://relativitymedia.com/-- is a privately-held entertainment  
company with an integrated and diversified global media platform
that provides, among other things, film and television financing,
production and distribution. Relativity was founded in 2004 by Ryan
Kavanaugh as a films late cofinancier partnering with major studios
such as Sony and Universal.  In addition, the Company engages in
content production and distribution, including movies, television,
fashion, sports, digital and music.  

The Company and its affiliates filed for Chapter 11 protection on
July 30, 2015 (Bankr. S.D.N.Y. Lead case No. 15-11989).  Judge
Michael E. Wiles presides over the Debtors' Chapter 11 cases.

Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K.
Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard
L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq.,
at JONES DAY, represent the Debtors in the bankruptcy cases.

The Debtors reported total assets of $559.9 million, and total
debts: $1.1 billion as of Dec. 31, 2014.

On August 7, 2015, the U.S. Trustee for Region 2 appointed seven
creditors to serve on the Debtors' official committee of unsecured
creditors.  The creditors are Allied Advertising Limited
Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create
Advertising Group LLC, NBC Universal, and Technicolor Inc.


RELATIVITY MEDIA: Movie Producer Objects to Exclusivity Extension
-----------------------------------------------------------------
Tiffany Kary and Anousha Sakoui, writing for Bloomberg Brief -
Distress & Bankruptcy, reported that Ryan Kavanaugh's Relativity
Media LLC is meeting resistance to its bid for more time to
reorganize, with the
producer of its stalled "Hunter Killer" project calling the
bankrupt film company a sham that has no hope of recovering.

According to the report, the company asked a Manhattan bankruptcy
judge to extend its exclusive right to file a plan by 120 days,
until March 26 and until May 25 to drum up creditor support for a
plan.  Producer Neal Moritz and others affiliated with "Hunter
Killer" objected to the exclusivity extension, saying Kavanaugh,
Relativity's chief executive officer, has been "proliferating
false, misleading statements and omissions of
material facts that have the effect of defrauding investors and
counter-parties to executory contracts," the "Hunter Killer"
parties said in court papers, the report related.  They said the
entire leadership of the film division has left Relativity and the
Beverly Hills, California-based company can't be reorganized into a
viable film studio, the report related, further citing the "Hunter
Killer" parties.

                         About Relativity

Relativity -- http://relativitymedia.com/-- is a next-generation  

global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music.  More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.

Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.

Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989).  The
case is assigned to Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct.
21 completed its purchase of the assets of Relativity Television.

Macquarie Investments US Inc. withdrew its motion for adequate
protection or relief from the automatic stay after the Debtors
opted to only sell their TV business instead of substantially all
assets.

After selling their TV business, the Debtors say that they intend
to formulate a plan to restructure their business around their
remaining assets, including the Debtors' motion picture assets.


REMY INTERNATIONAL: S&P Withdraws 'BB-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn all
of its ratings on Remy International Inc., including S&P's 'BB-'
corporate credit rating and its 'BB-' issue-level rating on the
company's term loan.

"The withdrawal follows Remy's announcement that it has been
acquired by BorgWarner Inc. and our confirmation that Remy's
previous obligations have been terminated," said Standard & Poor's
credit analyst Naomi Dsouza.



REVEL AC: 'Maze'-Like Utility Dispute with New Owner Stays Federal
------------------------------------------------------------------
Jeannie O'Sullivan at Bankruptcy Law360 reported that the
litigation between Revel Atlantic City's new owner and the utility
that shut off the casino hotel's power amid a lease disagreement
will stay in federal court, after a judge determined on Nov. 5,
2015, that the "maze of allegations" was tied to Revel's
bankruptcy.

U.S. District Judge Jerome B. Simandle in New Jersey declined to
remand business tycoon Glenn Straub's suit seeking to oust ACR
Energy Partners LLC from the Atlantic City boardwalk property, and
similarly did not dismiss the utility's efforts to enforce its
lease agreement.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates

Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.  Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets.  The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan.  The Debtors' cases was originally
assigned to Judge Gloria M. Burns.  The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes.  Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013,
the 2013 Plan was confirmed and became effective on May 21, 2013.

                        *     *     *

Revel AC, Inc., et al., on April 20, 2015, filed an amended plan
of reorganization and accompanying disclosure statement to
incorporate the terms of a settlement and plan support agreement
entered into with the Official Committee of Unsecured Creditors,
and Wells Fargo Bank, N.A., as DIP Agent, and Wells Fargo
Principal
Lending, LLC, as a Prepetition First Lien Lender and DIP Lender.
The Settlement Agreement, among other things, provides that Wells
Fargo agrees to give the general unsecured creditors $1.60 million
of its recovery from the proceeds of the sale of substantially all
of the Debtors' assets to Polo North Country Club, Inc., and to
advance $150,000 from its recovery to fund the Debtors'
reconciliation of claims and prosecution of claims or estate
causes
of actions.

Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved
an $82 million sale of the Revel Casino Hotel to Polo North
Country
Club, Inc., which is owned by Florida developer Glenn Straub,
ending nearly 10 months of contentious legal combat for control of
the Atlantic City, N.J., resort.




REVEL AC: BNY Mellon Joins NJ Utility's Suit Against ACR Energy
---------------------------------------------------------------
Jeannie O'Sullivan at Bankruptcy Law360 reported that the Bank of
New York Mellon became a party to real estate tycoon Glenn Straub's
lawsuit against ACR Energy Partners LLC over a defunct deal to
illuminate Revel Hotel Casino on Nov. 6, 2015, when a New Jersey
federal judge agreed the financial giant controls the utility's
assets.

U.S. District Judge Jerome B. Simandle granted BNY Mellon
intervenor status in the complaint by Straub's Polo North Country
Club Inc., which seeks to oust ACR from its Atlantic City boardwalk
property, "on account of BNY Mellon's interest.

                         About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates
Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.  Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets.  The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan.  The Debtors' cases was originally
assigned to Judge Gloria M. Burns.  The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes.  Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013,the 2013 Plan was confirmed and became effective on May 21,
2013.

                        *     *     *

Revel AC, Inc., et al., on April 20, 2015, filed an amended plan of
reorganization and accompanying disclosure statement to incorporate
the terms of a settlement and plan support agreement entered into
with the Official Committee of Unsecured Creditors, and Wells Fargo
Bank, N.A., as DIP Agent, and Wells Fargo Principal Lending, LLC,
as a Prepetition First Lien Lender and DIP Lender.

The Settlement Agreement, among other things, provides that Wells
Fargo agrees to give the general unsecured creditors $1.60 million
of its recovery from the proceeds of the sale of substantially all
of the Debtors' assets to Polo North Country Club, Inc., and to
advance $150,000 from its recovery to fund the Debtors'
reconciliation of claims and prosecution of claims or estate causes
of actions.

Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved an
$82 million sale of the Revel Casino Hotel to Polo North Country
Club, Inc., which is owned by Florida developer Glenn Straub,
ending nearly 10 months of contentious legal combat for control of
the Atlantic City, N.J., resort.


SABINE OIL: Seeks to Advance Postpetition D&O Defense Costs
-----------------------------------------------------------
Sabine Oil & Gas Corporation, et al., seek authority from the
United States Bankruptcy Court for Southern District of New York to
advance postpetition defense costs of certain current and former
directors and officers.

According to the Debtors, the request is limited to fees the
individuals reasonably incur in responding to discovery requests
under the Stipulated Discovery Protocol or related Rule 2004
discovery.  To the extent that the Individuals' legal fees and
expenses are covered by insurance, the Debtors will pursue and
obtain reimbursement from the carriers.  To the extent that it is
later determined that any of the Individuals engaged in wrongful
conduct that, if known, would have precluded them from having legal
fees paid, the Debtors will seek recovery of fees paid.

The Official Committee of Unsecured Creditors; Wilmington Trust,
N.A., as successor administrative agent under the Second Lien
Credit Agreement; The Ad Hoc Committee of Forest Noteholders,
Wilmington Savings Fund Society, FSB, as indenture trustee of the
Forest Oil 7.25% Unsecured Note due 2019, and Delaware Trust, as
indenture trustee for the Forest Oil 7.5% Unsecured Notes due 2020;


The Creditors' Committee and the Ad Hoc Committee assert that
Debtors cannot establish that the proposed unlimited payments of
prepetition indemnification claims satisfy the applicable standard
under the "doctrine of necessity."  Any payment of indemnification
claims for defense costs must be necessary and provide a benefit to
the estate with respect to the ongoing investigations, the
Creditors' Committee further asserts.  According to the Ad Hoc
Committee, the Debtors have not explained the nature of the Legal
Fees that are actually being incurred by the Directors and Officers
at this stage of the Investigation.  Wilmington Trust complains
that the Debtors' motion improperly seeks to pay in full claims
that would normally be treated as general unsecured claims.

Sabine Oil & Gas Corporation, et al. are represented by:

          Jonathan S. Henes, P.C.
          Christopher Marcus, P.C.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022
          Tel: (212) 446-4800
          Fax: (212) 446-4900
     Email: jonathan.henes@kirkland.com

                  - and -

          James H.M. Sprayregen, P.C.
          Ryan Blaine Bennett, Esq.
          Brad Weiland, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle Street
          Chicago, IL 60654
          Tel: (312) 862-2000
          Fax: (312) 862-2200
          Email: james.sprayregen@kirkland.com

Ad Hoc Committee of Forest Noteholders and Forest Notes Indenture
Trustees:

         Robert J. Stark, Esq.
         Daniel J. Saval, Esq.
         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         Fax: (212) 209-4801

         Jeffrey L. Jonas, Esq.
         BROWN RUDNICK LLP
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200
         Fax: (617) 856-8201

The Official Committee of Unsecured Creditors is represented by:

          Mark R. Somerstein, Esq.
          Keith H. Wofford, Esq.
          D. Ross Martin, Esq.
          ROPES & GRAY LLP
          1211 Avenue of the Americas
          New York, NY 10036-8704
          Tel: (212) 596-9000
          Fax: (212) 596-9090
          E-mail: mark.somerstein@ropesgray.com
                  keith.wofford@ropesgray.com
                  ross.martin@ropesgray.com

Wilmington Trust, N.A. is represented by:

          Alan W. Kornberg, Esq.
          Brian S. Hermann, Esq.
          Kyle J. Kimpler, Esq.
          Kellie A. Cairns, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Tel: (212) 373-3000
          Fax: (212) 757-3990
          Email: akornberg@paulweiss.com
                 bhermann@paulweiss.com
                 kkimpler@paulweiss.com
                 kcairns@paulweiss.com

                        About Sabine Oil & Gas

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

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

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

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


SAMUEL WYLY: Widow Says IRS Failed to Prove Fraud Over $1.2-Bil.
----------------------------------------------------------------
Erik Larson, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Caroline "Dee" Wyly, the widow of Texas billionaire
Charles Wyly told a judge the IRS wrongly accused her of a
"sinister" tax avoidance plot to bolster the agency's $1.2 billion
claim in her bankruptcy case.

According to the report, ms. Wyly, who is in her early 80s, asked
the U.S. Bankruptcy Court in Dallas to toss out a $386 million
fraud penalty sought by the Internal Revenue Service, arguing
there's no evidence she systematically deceived the agency for 22
years.

"To the surprise of virtually no one, the IRS's quest was doomed
from the start," her lawyers said in a Nov. 6 filing, the report
related.  "In the six months of aggressive discovery the government
has conducted" since its claim, "it has uncovered no evidence to
support its baseless accusations of fraud," the report added.

                        About Caroline Wyly

Caroline Wyly is the widow of business tycoon Charles Wyly.  She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission.  Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).

                         About Sam Wyly

Sam Wyly is a lifelong entrepreneur and author.  His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.

Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case.  In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.


SEACOR HOLDINGS: Fitch Lowers IDR to 'B+', Outlook Stable
---------------------------------------------------------
Fitch Ratings has downgraded SEACOR Holdings Inc.'s (SEACOR; NYSE:
CKH) long-term Issuer Default Rating to 'B+' from 'BB-'.  The
Rating Outlook is Stable.

The downgrade reflects Fitch's view that the combined effects of
the weak oil price environment and downcycle in the offshore
support vessel market have increased revenue and cash flow risk,
which is anticipated to result in company leverage metrics
exceeding Fitch's through-the-cycle levels over the rating horizon.
Fitch recognizes that the company's business line diversity and
liquidity profile help to protect near-term credit quality and
support the current Stable Outlook.  However, Fitch believes that
leverage metrics and financial flexibility could become further
pressured over the medium-term.

Approximately $791 million of senior unsecured debt, excluding the
outstanding non-recourse SEA-Vista and other debt, is affected by
today's rating action.

KEY RATING DRIVERS

The ratings reflect the company's asset quality and favorable fleet
renewal strategy, size, and diversity of vessel operations that
support offshore drilling and transport commodities domestically,
internationally, and along inland river systems, among other
waterborne activities.  These positives are offset by the continued
softening offshore support vessel market environment (which
historically contributed roughly 50% of consolidated EBITDA), the
influence a persistently weak commodity pricing environment will
have on production-linked vessel activity, and continued
shareholder friendly initiatives.

The company's weakening leverage metrics (Fitch calculated 5.3x
latest 12 months LTM consolidated debt/EBITDA as of Sept. 30, 2015
compared to 3.9x for the same period in 2014) mainly reflects the
softening conditions in its Offshore Marine Services segment.
Fitch's base case forecasts that SEACOR's leverage profile will
remain above 5.5x, excluding non-recourse SEA-Vista debt, over the
next few years.

SOFTENING OFFSHORE OILFIELD SERVICES MARKET

Offshore rig demand will be softer over the medium term as
exploration & production companies continue to focus on living
within cashflows and, in some cases, preserving shareholder
friendly activities.  The reduced offshore activity can be observed
in SEACOR's lower average utilization (65% during the first nine
months of 2015 vs. 79% for the same period in 2015) and day rates
($13,708 vs. $15,202), excluding wind farm utility vessels.  Fitch
believes that higher quality assets will be best positioned to find
work during and after the cycle.  SEACOR's favorable fleet renewal
strategy of continually building, trading, and upgrading vessels to
maintain a young, high-grade fleet should position it well.
However, Fitch anticipates that offshore rig demand could lag a
recovery to supportive oil price levels (estimated at $65-
$70/barrel for deepwater) by at least 6-12 months.  Fitch currently
views the offshore market inflection point to be late 2017/early
2018 with more robust Offshore Marine Services results not likely
to happen until after that point.

VESSEL DIVERSIFICATION PROVIDES COUNTERBALANCE

SEACOR has benefited from its vessel diversification, which has
helped to offset weaker Offshore Marine Services results.  The
Inland River Services segment has experienced stronger results due
to robust crop yields and heightened petroleum movements given
pipeline and railway constraints, while the Shipping Services
segment has been buoyed by strong demand for U.S.-flagged product
tankers.  Fitch believes that the company's vessel diversification
should continue to be a counterbalance, but weak commodity prices
could act as a headwind to production-linked vessel activity.
Further, a change in production and consumption dynamics, such as a
reduction in crop exports and alleviation of crude transport
bottlenecks, could moderate business prospects.

In addition to vessel diversification, the company continues to
realize robust corn-based alcohol results that have helped to
further offset the decline in Offshore Marine Services results.
Fitch does not anticipate this trend to persist and expects lower
segment results over the rating horizon.

LEVERAGE PROFILE PRESSURE FORECASTED

Fitch's base case forecasts consolidated debt to increase over the
next couple years to fund capital commitments.  These commitments
are largely comprised of the three Jones Act newbuilds to be funded
by the company's non-recourse SEA-Vista affiliate.  Fitch expects
SEACOR's standalone capital spending to remain manageable over the
medium-term with funding mainly coming from non-debt sources.

Leverage metrics are anticipated to be pressured by weaker EBITDA
and cash flow results with debt/EBITDA metrics, excluding
non-recourse SEA-Vista debt, forecast to be 5.6x and 5.8x in 2015
and 2016, respectively.  Importantly, the Fitch base case assumes
capital spending is rationalized, asset sales are executed at lower
than historical levels, and shares are repurchased at a healthy
pace with gross debt levels and unrestricted cash balances
remaining relatively unchanged. Fitch's base case projects net
debt/EBITDA, excluding non-recourse SEA-Vista debt, to be around
2.5x over the same period.

KEY ASSUMPTIONS

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

   -- Continued weakness in utilization and day rates in the
      Offshore Marine Services segment until an estimated market
      inflection point in late 2017/early 2018,
   -- Flat results in Inland River Services segment;
   -- Shipping Services segment cash flow growth continues given
      the delivery of SEA-Vista newbuilds in 2016 and 2017;
   -- Illinois Corn Processing margins revert to mean levels
      resulting in more modest cash flow contributions;
   -- Annual asset sales of $75 million compared to a historical
      average of around $200 million;
   -- Capital spending forecast to be generally balanced with cash

      flow and asset sales.  Near-term capital commitments
      weighted toward SEA-Vista newbuilds to be funded with non-
      recourse affiliate debt;
   -- Share buybacks are assumed to moderate to retain adequate
      liquidity.

RATING SENSITIVITIES

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

   -- Improvements in the offshore oil & gas market that improve
      utilization and day rates in Offshore Marine Services;
   -- Continued execution of management's favorable fleet strategy

      that maintains manageable balance sheet and lease adjusted
      debt metrics;
   -- Maintenance of financial flexibility and balanced approach
      to shareholder initiatives;
   -- Mid-cycle debt/EBITDA, excluding non-recourse SEA-Vista
      debt, around 4.0x on a sustained basis.

Fitch believes positive rating actions are unlikely over the near
term given the expected market headwinds for offshore support
vessels and forecasted leverage profile.

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

   -- Prolonged commodity market downcycle that materially weakens

      the utilization and day rate outlook;
   -- Robust asset-level financing structures that lead to a
      dilution of asset quality and heighten cash flow risks;
   -- Heightened level of share repurchases and/or commencement of

      dividend payments inconsistent with the expected cash flow
      profile;
   -- Mid-cycle debt/EBITDA, excluding non-recourse SEA-Vista
      debt, above 5.5x-6.0x on a sustained basis.

Rating actions will be closely linked to management's ability to
manage its leverage profile and maintain financial flexibility in a
softening offshore support vessel market environment.

ADEQUATE NEAR-TERM LIQUIDITY POSITION

As of Sept. 30, 2015, SEACOR had cash and equivalents, restricted
cash, marketable securities, and construction and Title XI reserve
funds of $741.9 million, $253.5 million of which is comprised of
restricted construction and Title XI reserve funds.  The company
terminated its revolving credit facility in August 2013.  Fitch
does not view the lack of a credit facility as a near-term
liquidity concern given the heightened levels of cash and
equivalents.  Fitch expects, however, that the company will manage
operations and maintain a balanced financial polity that preserves
substantial cash reserves ensuring adequate liquidity.

MANAGEABLE NEAR-TERM MATURITIES PROFILE

The company has modest scheduled annual maturities through 2018
that represent principal repayments on asset-specific mortgages,
among other indebtedness.  The most significant scheduled maturity
over the next five years is the remaining $211 million in 7.375%
senior notes due 2019 Additionally, the first put dates for the
$350 million and $230 million convertible notes are in December
2017 and November 2020, respectively.  The conversion option is
currently out-of-the-money for both convertible notes.

SEACOR is not subject to material financial covenants.  Other
customary covenants consist of lien limitations and transaction
restrictions.

OTHER LIABILITIES

Certain subsidiaries of the company are participating employers in
industry-wide, multi-employer, defined benefit pension funds in the
U.S. and internationally.  SEACOR is not the pension sponsor and
obligations are paid in union crew rates.  There are no additional
obligations unless the company's subsidiaries withdraw from these
plans ($39.9 million as of Sept. 30, 2015) or there are material
deficits in the participating plans.  Fitch understands there are
no plans to withdraw and no material call events anticipated.

Other contingent obligations totalled $948.7 million on a
multi-year, undiscounted basis as of Dec. 31, 2014.  These
obligations consisted of capital purchase obligations of property
and equipment ($490.7 million), operating leases related to
vessels, barges, tankers, and other property with a remaining term
in excess of one year ($384.4 million; $145.6 million of which is
offset by minimum payments under existing bareboat charter-out
arrangements), and commodity purchase obligations ($73.6 million).
The company has also guaranteed $71.4 million, as of Sept. 30,
2015, in payments owed by several of its affiliates.  A material
capital call for guaranteed amounts is not anticipated over the
near-term.

FULL LIST OF RATING ACTIONS

Fitch has taken these rating actions:

SEACOR Holdings, Inc.

   -- Long-term IDR downgraded to 'B+' from 'BB-';
   -- Senior unsecured notes recovery rating upgraded to 'BB-'/RR3

      from 'BB-'/RR4.

The senior unsecured notes recovery rating was upgraded to 'RR3'
from 'RR4' following the completion of a bespoke recovery analysis
for issuers with a long-term IDR in the 'B' category, consistent
with Fitch's 'Recovery Ratings and Notching Criteria for
Non-Financial Corporate Issuers'.  Fitch's going concern EBITDA
estimate of $150 million considers the expectation for a prolonged
offshore support vessel downcycle, while the 3.5x multiple applied
is below the typical 5x-7x corporate multiple range.  Another
consideration is that Fitch's liquidation value estimate generally
supports the 'RR3' outcome.  No secured debt was considered in the
SEACOR recovery waterfall.  SEA-Vista's non-recourse debt and
non-controlling interest cashflows are excluded from the recovery
analysis.

The Rating Outlook is Stable.



SENSATA TECHNOLOGIES: S&P Lowers CCR to 'BB' on Higher Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Sensata Technologies B.V. to 'BB' from
'BB+' and removed the ratings from CreditWatch, where S&P had
placed them with negative implications on July 31, 2015.  The
outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating and '4'
recovery rating to the company's new $750 million 5.50% senior
notes due 2025.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%; lower half of the range) recovery
in the event of a default.

S&P also lowered its issue-level rating on the company's senior
secured debt to 'BBB-' from 'BBB'.  S&P's '1' recovery rating on
the debt is unchanged, indicating its expectation for a very high
level of recovery (90%-100%) in the event of a default.

In addition, S&P lowered its issue-level rating on Sensata's senior
unsecured notes to 'BB' from 'BB+' and revised the recovery rating
on the notes to '4' from '3'.  The '4' recovery rating indicates
S&P's expectation for an average level of recovery (30%-50%; lower
half of the range) in the event of a default.

"The downgrade reflects our view that the substantial increase in
the company's debt to fund its acquisition of CST's sensing
portfolio will weaken its debt-based credit metrics," said Standard
& Poor's credit analyst Lawrence Orlowski.  "We expect that the
company's debt-to-EBITDA metric will exceed 4x and that its
FOCF-to-debt ratio will remain below 10% in 2015 and 2016, which is
in line with our expectations for an aggressive financial risk
profile."

The stable outlook reflects S&P's belief that the company's
leverage will exceed 4x and its FOCF-to-debt ratio will remain
below 10% over the next year.

S&P could lower its rating on Sensata if its operating performance
deteriorates significantly in a downturn, if the company encounters
integration or other operational issues, or if it pursues a more
aggressive financial policy such that S&P expects its
debt-to-EBITDA metric to exceed 5x and its FOCF-to-debt ratio to
fall below 5% on a sustained basis.

S&P could raise its rating on Sensata if S&P came to believe that
the company was paying down its debt at a faster-than-expected pace
and that the integration of CST's sensing portfolio was proceeding
successfully.  S&P would expect Sensata to bring its debt-to-EBITDA
metric below 4.0x and keep its FOCF-to-debt ratio above 10% on a
sustained basis.  Furthermore, S&P would also have to believe that
the company would continue to strengthen its competitive position
in the sensor business and demonstrate resiliency during a downturn
that is comparable to higher-rated auto suppliers'.



SETTLERS' HOUSING: Suit Against Schaumburg Bank Partially Dismissed
-------------------------------------------------------------------
Judge Jack B. Schmetter of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, granted in
part and denied in part the motion filed by Schaumburg Bank & Trust
Company, N.A., to dismiss Settlers' Housing Service, Inc.'s third
amended complaint.

Schaumburg Bank filed a proof of claim in Settlers' bankruptcy case
for a total amount of $4,921,425.97 which is secured up to
$2,721,000 by mortgages on a number of Settlers' properties and
unsecured for the remaining $2,200,425.97.  Schaumburg Bank
acquired the assets forming the basis of its claim pursuant to
assignment by the Federal Depository Institution Corporation
("FDIC") as receiver for The Bank of Commerce.

Settlers filed an adversary proceeding seeking, in part, to object
to and disallow Schaumburg Bank's claim, alleging fraud and other
misconduct by Schaumburg Bank's predecessor in interest, The Bank
of Commerce.  Settlers filed its third amended complaint on July
28, 2014.

Schaumburg Bank moved to dismiss the eight remaining counts of
Settlers' third amended complaint, arguing that the court lacks
subject matter jurisdiction over any claims relating to acts or
conduct by The Bank of Commerce prior to the FDIC receivership
because any such claims are subject to the FDIC's claims
procedures.

Judge Schmetter granted Schaumburg Bank's motion with respect to
Counts 5 and 10, but denied with respect to the remaining counts.
Judge Schmetter held that Counts 1, 3, 6 and 9 for relief based on
acts by The Bank of Commerce before the FDIC took over the bank's
assets as receiver are not jurisdictionally barred to the extent
they are raised defensively to object to Schaumburg Bank's proof of
claim.  Judge Schmetter further held that jurisdiction is proper
with respect to Counts 8 and 11 for relief based on
post-receivership conduct by Schaumburg Bank directly.

The adversary proceeding is Settlers' Housing Service, Inc.,
Plaintiff, v. Schaumburg Bank & Trust Company, N.A., Defendant,
ADVERSARY NO. 13-AP-1328 (Bankr. N.D. Ill.).

The bankruptcy case is In re: Settlers' Housing Service, Inc.,
Chapter 11, Debtor, BANKRUPTCY NO. 13-BK-28022 (Bankr. N.D. Ill.).

A full-text copy of Judge Schmetter's October 29, 2015 memorandum
opinion is available at http://is.gd/NhbD29from Leagle.com.

Settlers' Housing Service, Inc. is represented by:

          William J Factor, Esq.
          David Paul Holtkamp, Esq.
          Sara E Lorber, Esq.
          Jeffrey K. Paulsen, Esq.
          THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
          1363 Shermer Road
          Northbrook, IL 60062
          Tel: (312) 878-6976
          Fax: (847) 574-8233
          Email: wfactor@wfactorlaw.com
                     
Schaumburg Bank & Trust Co., N.A. is represented by:

          Francisco Connell, Esq.
          Miriam R. Stein, Esq.
          CHUHAK & TECSON, P.C.
          30 South Wacker Drive Suite 2600
          Chicago, IL 60606-7512
          Tel: (312) 444-9300
          Fax: (312) 444-9027
          Email: fconnell@chuhak.com
                 mstein@chuchak.com

                 About Settlers' Housing

Settlers' Housing Service, Inc., sought Chapter 11 bankruptcy
protection on July 12, 2013 (Bankr. N.D. Ill. Case No. 13-BK-
28022).  The bankruptcy petition estimates $1 million to $10
million in both assets and debts.

Settlers' is an Illinois nonprofit dedicated to fulfilling the
housing needs of recently arrived legal immigrants.

William J. Factor, Esq., at the Law Office of William J. Factor,
Ltd., serves as the Debtor's counsel.


SOMERSET REGIONAL: Proposes Robert O Lampl, et al., as Attorneys
----------------------------------------------------------------
Somerset Regional Water Resources, LLC, seeks permission from the
Bankruptcy Court to employ Robert O Lampl and his firm as attorneys
at these hourly rates:

          Robert O Lampl                 $400
          John P. Lacher                 $375
          David L. Fuchs                 $350
          Ryan J. Cooney                 $250
          Paralegal                      $150

The Debtor said it is in need of services of legal counsel to
assist in, among other things, the administration of its estate and
to represent it on matters involving legal issues that are present
or are likely to arise in the case, to prepare any legal
documentation, to review reports for legal sufficiency, to furnish
information on legal matters regarding legal actions and
consequences and for all necessary legal services connected with
Chapter 11 proceedings including the prosecution and/or defense of
any adversary proceedings.

The Debtor believes that neither Robert O Lampl, nor anyone from
his firm has any connection with it, nor represent any interest
adverse to it or any other parties-in-interest.

                          About Somerset

Somerset Regional Water Resources, LLC, filed a Chapter 11
bankruptcy petition (Bankr. W.D. Pa. Case No. 15-70766) on Nov. 9,
2015.  The petition was signed by Larry Mostoller, managing member.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.  Robert O. Lampl, Attorney at Law,
represents the Debtor as counsel.


SPYGLASS EQUITIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Spyglass Equities, Inc.
        4408 E Monte Vista Ave
        Denair, CA 95316

Case No.: 15-91087

Chapter 11 Petition Date: November 10, 2015

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

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M. YASPAN
                  21700 Oxnard St #1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Email: RYaspan@YaspanLaw.com

Total Assets: $3.58 million

Total Liabilities: $4.93 million

The petition was signed by Rodney Sperry, CFO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb15-91087.pdf


ST. CROIX PREPARATORY: S&P Raises Rating on 2012 Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BB+' from 'BB' on Baytown Township, Minn.,'s series 2012 lease
revenue bonds, issued on behalf of St. Croix Preparatory Academy
(SCPA).  At the same time, Standard & Poor's raised its long-term
rating to 'BB+' from 'BB' on SCPA's series 2008A lease revenue
bonds.  The outlook is stable.

"The rating action reflects our view of SCPA's strengthened
operations, resulting in maximum annual debt service (MADS)
coverage in line with 'BB+' rating medians," said Standard & Poor's
credit analyst Ryan Quakenbush.  "We expect SCPA to sustain the
current levels of liquidity and MADS coverage and continue the
growth seen the past few fiscal years," added Mr. Quakenbush.
"Furthermore, the rating reflects strong academics and enrollment,
as evidenced by consistent test scores above state levels and
enrollment reaching 1,159 students as of fall 2015, up 18% since
fall 2011."

As of June 30, 2014, the academy had $26 million in total debt
outstanding.  All bonds are fixed rate.  The series 2008A and 2012
lease revenue bonds are secured by a mortgage on the academy's
land, school building, and building contents in addition to all
lease revenue.



STAR WEST: S&P Assigns Prelim. 'B+' Rating on Proposed $450MM Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary
'B+' debt issue rating to Star West Generation LLC's proposed $450
million senior secured term loan due 2020 and $100 million senior
secured revolving credit facility due 2020.  S&P also assigned its
preliminary '2' recovery rating to the credit facilities, which
indicates S&P's expectation of "substantial" recovery (70% to 90%;
upper half of the range) if a payment default occurs.  The outlook
is stable.

Star West's portfolio consists of two natural gas-fired power
plants totaling 1,149 megawatts (MW).  The two combined-cycle gas
turbine plants, Arlington Valley (579 MW) and Griffith (570 MW),
are located in Arizona.

Distributions to Star West are made only after project-level
operating and maintenance expenses, debt service, and reserve
filling are covered.

"The rating reflects a less diverse portfolio of assets (five
plants down to two) and a lower minimum debt service coverage ratio
during the refinancing period," said Standard & Poor's credit
analyst Mike Llanos.

S&P expects Arlington Valley to make up between 50-60% of the
portfolio's total margin.  If Arlington Valley has operational
issues, this could significantly pressure forecast metrics.
Offsetting this risk is S&P's expectation that most revenues are
contracted through the term loan.  Griffith has a summer tolling
agreement with Nevada Power Co. through 2017, and Arlington Valley
has a summer tolling agreement with an investment-grade,
investor-owned regulated utility through 2019.

S&P estimates debt service coverage ratios (DSCR) to exceed 1.5x
thru 2019.  The stable outlook reflects S&P's expectation that cash
flows will remain steady through the term loan's maturity and the
tolling agreements' tenure.

Factors that might lead to a lower rating are sustained weaker
operational performance at the plants due to weaker availability,
with DSCRs dropping below 1.2x on a sustained basis.  Also, any
developments, such as prolonged force majeure events that lock up
distributions, could pressure ratings.

A higher rating would require stronger financial performance than
S&P currently expects on a sustained basis and higher confidence
that refinancing risk will not be a major concern.  In this case,
projected consolidated DSCRs would need to consistently be above
1.5x, or the tolling agreements would need to be extended or
replaced beyond expiration.



STROMER MEDICAL: Motion to Stay Plan Confirmation Order Denied
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, on Aug. 14,
2015, entered an order confirming a reorganization plan for
Stromer/Southwest Medical & Orthopedics LLC over the objections of
SSMO's founder, Dr. Merrill Stromer.

On October 1, 2015, Dr. Stromer filed a Notice of Appeal and an
emergency motion to stay the order.                                
                 

In an Order dated October 30, 2015, which is available at
http://is.gd/GQF41Zfrom Leagle.com, Judge David G. Campbell of the
United States District Court for the District of Arizona denied the
Appellant's motion for a stay as no irreparable harm can be
prevented by the stay.

The case is Dr. Merrill Stromer, Appellant, v. Michael W. Carmel,
Chapter 11 Trustee; United States Trustee; and BioDlogics LLC,
Appellees, NO. CV-15-01963-PHX-DGC (D. Ariz.).

Merrill Stromer, Dr., Appellant, represented by Geoffrey S
Kercsmar, Esq. -- gsk@kflawaz.com -- Kercsmar & Feltus PLLC & Sean
James O'Hara, Esq. -- sjo@kflawaz.com -- Kercsmar & Feltus PLLC.

Michael W Carmel, Chapter 11 Trustee, Appellee, represented by
Michael W Carmel, Esq. -- Michael W Carmel Ltd.

BioDlogics LLC, Appellee, represented by Adrian Evans OBrien, Esq.
-- Snell & Wilmer LLP, Andrew Vance Hardenbrook, Esq. --
ahardenbrook@swlaw.com -- Snell & Wilmer LLP, Stephen Cary
Forrester, Esq. -- scf@forresterandworth.com -- Forrester & Worth
PLLC & Steven D Jerome, Esq. -- sjerome@swlaw.com -- Snell & Wilmer
LLP.

Stromer/Southwest Medical & Orthopedics LLC, Debtor, represented by
Andrew Anthony Harnisch, Esq. -- ethan@mhlawaz.com -- Minkin &
Harnisch PLLC & Ethan Bennett Minkin, Esq. -- ethan@mhlawaz.com --
Minkin & Harnisch PLLC.

Stromer/Southwest Medical & Orthopedics, LLC, sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 28, 2013 (Bankr. D.
Ariz., Case No. 13-18727).  The Debtor's counsel is Allan D.
Newdelman, Esq., at Allan D. Newdelman PC, in Phoenix, Arizona.
The petition was signed by Dr. Merrill B. Stromer, president/owner.


SYNOVUS FINANCIAL: Moody's Assings Ba2 Sr. Unsecured Debt Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Synovus Financial
Corp. and its bank subsidiary, Synovus Bank, and changed the rating
outlook to positive from stable. Synovus Financial Corp. is rated
Ba2 for senior unsecured debt. Synovus Bank has bank deposit
ratings of Baa2/Prime-2 and a standalone baseline credit assessment
(BCA) of ba1. Its issuer rating is Ba2 and its counterparty risk
(CR) assessment is Baa3 (cr)/Prime-3 (cr).

Affirmations:

Issuer: Synovus Bank

-- Adjusted Baseline Credit Assessment, Affirmed ba1

-- Baseline Credit Assessment, Affirmed ba1

-- Counterparty Risk Assessment, Affirmed P-3(cr)

-- Counterparty Risk Assessment, Affirmed Baa3(cr)

-- Issuer Rating, Affirmed Ba2

-- Deposit Rating, Affirmed P-2

-- Senior Unsecured Deposit Rating, Affirmed Baa2

Outlook Actions:

Issuer: Synovus Bank

-- Outlook, Changed To Positive From Stable

-- Issuer: Synovus Financial Corp.

-- Pref. Stock Non-cumulative Preferred Stock, Affirmed B1 (Hyb)

-- Subordinate Regular Bond/Debenture, Affirmed Ba2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2

Outlook Actions:

Issuer: Synovus Financial Corp.

-- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The change in outlook reflects the improved risk governance at
Synovus which has led to financial performance comparable with its
higher rated US peers. Synovus first established its enterprise
risk management program in 2008 and the enhancements made since
then have resulted in a reduced commercial real estate (CRE)
concentration (50% lower than its peak during the recession),
significantly lower nonperforming assets, and more stable earnings.
Synovus' capital and profitability metrics are comparable to some
higher rated US peers. Additionally, Synovus continues to reduce
its nonperforming assets, and Moody's expects with time this ratio
will converge with peers. Lower nonperforming assets as well as
improvements in efficiency have supported Synovus' more consistent
earnings.

Moody's noted that Synovus still has an outsized CRE concentration
at 3.3 times its tangible common equity. Moody's also highlighted
that although Synovus has substantially reduced its higher-risk CRE
construction portfolio, it has grown its income-producing CRE loans
at a comparatively high rate at a time when terms and pricing have
weakened because of intense competition. These factors continue to
weigh on the firm's credit profile.

WHAT COULD CHANGE THE RATING UP

A reduction of the CRE concentration could lead to an upgrade
provided that growth in other lending areas is conservatively
underwritten. Synovus also needs to sustain its capital and
profitability metrics.

WHAT COULD CHANGE THE RATING DOWN

A downgrade could occur if Moody's believes Synovus' loan growth is
liable to reverse the improvement in asset quality metrics or if
its commercial real estate concentration increases significantly.
Deterioration in core deposit funding of the loan portfolio would
also be negative.



TONYA BROWN: Carlisle's Bid for Summary Judgment Not Premature
--------------------------------------------------------------
Judge Terence P. Kemp of the United States District Court for the
Southern District of Ohio, Eastern Division, ruled that the motion
for summary judgment previously filed by Carlisle, McNellie, Rini,
Kramer & Ulrich, Co., LPA, is not premature and granted Debtor
Tonya Brown 21 days to file a response to the said motion.

Judge Kemp explained that when the U.S. Trustee abandoned Ms.
Brown's claims against Carlisle, Ms. Brown's ownership in those
claims reverted nunc pro tunc.  Judge Kemp further explained that
the automatic stay likewise does not prevent Ms. Brown from
litigating the abandoned claims at this time, despite the fact the
bankruptcy case is still pending.

The case is Ronald Brown, et al., Plaintiffs, v. Florida Coastal
Partners, LLC, Defendants, CASE NO. 2:13-CV-1225 (S.D. Ohio).

A full-text copy of Judge Kemp's October 30, 2015 opinion and order
is available at http://is.gd/xHmKKUfrom Leagle.com.

Florida Coastal Partners and Charles R. Griffith is represented
by:

          Charles Roland Griffith, Esq.
          522 N. State Street
          Westerville, OH 43082
          Tel: (614) 890-4543
          Fax: (614) 426-1114
          Email: chuckgriffith@griffithlaw.org

Carlisle McNellie Rini Kramer & Ulrich Co. LPA is represented by:

          Eric T. Deighton, Esq.
          CARLISLE, MCNELLIE, RINI, KRAMER & ULRICH, CO, LPA
          24755 Chagrin Boulevard
          Cleveland, OH 44122
          Tel: (216) 360-7200
          Fax: (216) 360-7212


TOUCH AMERICA: AT&T's Motion to Dismiss Suit Denied
---------------------------------------------------
AT&T Corporation filed a motion seeking to dismiss the complaint
filed by Brent William, as plan trustee for Touch America Holdings,
Inc., et al., asserting that the "clear and unambiguous" language
in the Sale Agreement between the Debtors and AT&T, as well as
language in the Debtors' Disclosure Statement and other filings,
effected the sale of the Stranded Conduits, among other assets, as
part of the overall settlement to resolve AT&T's approximately $130
million claim against the Debtors.

AT&T argues that the Fiber Optic Agreement recognized that in
addition to the fiber optic network segments being constructed for
and to be owned by AT&T, Touch America would simultaneously be
constructing additional fiber optic network segments for use and
ownership by the Debtors, which would be constructed next to and
run parallel with the AT&T segments.  AT&T asserts that the
Trustee's Complaint ignores the references to "additional conduits"
in the relevant documents, all of which were sold to AT&T.

In a Memorandum and Order dated October 26, 2015, which is
available at http://is.gd/bqxdEmfrom Leagle.com, Judge Kevin J.
Carey of the United States Bankruptcy Court for the District of
Delaware denied AT&T's Motion to Dismiss.

The adversary proceeding is BRENT WILLIAMS AS PLAN TRUSTEE FOR
TOUCH AMERICA HOLDINGS, INC., AND ITS AFFILIATED DEBTOR ENTITES
Plaintiff, v. AT&T CORP., AND ZAYO GROUP, LLC AS SUCCESSOR BY
MERGER TO 360 NETWORKS CORPORATION Defendants, ADV. PROC. NO.
14-50664 (KJC)(Bankr. D. Del.).

The bankruptcy case is In re: TOUCH AMERICA HOLDINGS, INC., et al.
Chapter 11, Debtor, JOINTLY ADMINISTERED CASE NO. 03-11915
(KJC)(Bankr. D. Del.).

Brent Williams as Plan Trustee for Touch America Holdings, Inc. and
Its Affiliated Debtor Entities, Plaintiff, represented by Robert S.
Brady, Esq. -- rbrady@ycst.com -- Young, Conaway, Stargatt &
Taylor, LLP, Margaret Whiteman Greecher, Esq. -- mgreecher@ycst.com
-- Young, Conaway, Stargatt & Taylor, LLP, Robert A. Julian, Esq.
-- rjulian@winston.com -- Winston & Strawn LLP, Kimberly S. Morris,
Esq. -- kmorris@winston.com --  Winston & Strawn LLP, Justin E.
Rawlins, Esq. -- jrawlins@winston.com -- Winston & Strawn LLP, Eric
E. Sagerman, Esq. -- esagerman@winston.com -- Winston & Strawn LLP,
Edward S. Son, Esq. -- eson@winston.com -- Winston & Strawn LLP.

AT&T Corp., Defendant, represented by Derek C. Abbott, Esq. --
dabbott@mnat.com -- Morris, Nichols, Arsht & Tunnell, Judith A.
Archer, Esq. -- judith.archer@nortonrosefulbright.com -- Norton
Rose Fulbright US LLP, Donna L. Culver, Esq. -- dculver@mnat.com --
Morris, Nichols, Arsht & Tunnell, Erin R. Fay, Esq. --
efay@mnat.com -- Morris, Nichols, Arsht & Tunnell, LLP, Melanie
McLaughlin Kotler, Esq. -- melanie.kotler@nortonrosefulbright.com
-- Norton Rose Fulbright US LLP, David A. Rosenzweig, Esq. --
david.rosenzweig@nortonrosefulbright.com -- Norton Rose Fulbright
US LLP, David B. Schwartz, Esq. --
david.schwartz@nortonrosefulbright.com -- Norton Rose Fulbright US
LLP, Jami Mills Vibbert, Esq. --
jami.vibbert@nortonrosefulbright.com -- Norton Rose Fulbright US
LLP.

                    About Touch America

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection (Bankr. D. Del. Case No. 03-11915) on June 19, 2003.

Maureen D. Luke, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP represent the Debtor.  When the Company
filed for bankruptcy protection, it disclosed $631.4 million in
total assets and $554.2 million in total debts.

The Court confirmed the Debtors' Chapter 11 Plan on Oct. 6,
2004, and the Plan took effect on Oct. 19, 2004.  According to
a regulatory filing with the Securities and Exchange Commission,
the plan returned about 65% to unsecured creditors.  The Debtors
ceased operations on Feb. 29, 2004.

Brent C. Williams is the Plan Trustee pursuant to the confirmed
Plan.  C. MacNeil Mitchell, Esq., at Winston & Strawn LLP and
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP
represents the Plan Trustee.


TREETOPS ACQUISITION: Suit vs. Sigma Alpha, et al., Remanded
------------------------------------------------------------
Judge Daniel S. Opperman of the United States Bankruptcy Court for
the Eastern District of Michigan, Northern Division, Bay City,
granted the motion for remand to state court a lawsuit filed by
Treetops Acquisition Co., L.L.C.

On May 18, 2015, Treetops commenced an action in the Otsego County
Circuit Court for damages allegedly caused by certain defendants on
Treetops' property while they were guests at Treetop's resort in
January 2015.

On July 2, 2015, defendant Sigma Delta Tau Sorority removed the
state court action to the bankruptcy court, asserting the said
court has jurisdiction because it is "related to" Treetops'
bankrupty case.  On July 20, 2015, Treetops filed a motion to
remand the action back to the Otsego County Circuit Court.

Although Judge Opperman concluded that "related to" jurisdiction
does exist, the judge held that equitable remand of the proceeding
would be appropriate considering that the claims predominantly, if
not exclusively, involve state law claims.  Judge Opperman further
explained that the prejudice to the involuntarily removed party
favors Treetops as well because Treetops has an interest in
pursuing the action in state court, as such will likely have little
or no impact on its bankruptcy case.

The adversary proceeding is TREETOPS ACQUISITION CO., L.L.C.,
Plaintiff, v. SIGMA ALPHA MU FRATERNITY, et al., Defendant,
ADVERSARY PROCEEDING CASE NO. 15-2072-DOB (Bankr. E.D. Mich.).

The bankruptcy case is IN RE: TREETOPS ACQUISITION CO., L.L.C.,
Chapter 11 Proceeding Debtor, CASE NO. 14-22602-DOB (Bankr. E.D.
Mich.).

A full-text copy of Judge Opperman's October 27, 2015 opinion is
available at http://is.gd/HMxiayfrom Leagle.com.

Treetops Acquisition Company, LLC is represented by:

          Jason W. Bank, Esq.
          KERR, RUSSELL AND WEBER, PLC
          Detroit Center Suite 2500
          500 Woodward Avenue
          Detroit, MI 48226-3427
          Tel: (313) 961-0200
          Fax: (313) 961-0388
          Email: jbank@kerr-russell.com

Daniel M. McDermott is represented by:

          Jill M. Gies, Esq.
          US DEPT. OF JUSTICE OFFICE OF THE US TRUSTEE
          211 W Fort St Ste 700
          Detroit, MI 48226
          Fax: (313) 226-7952

Official Committee of Unsecured Creditors is represented by:

          Scott B. Kitei, Esq.
          Joseph R. Sgroi, Esq.
          2290 First National Building
          660 Woodward Avenue
          Detroit, MI 48226
          Tel: (313) 465-7000
          Email: skitei@honigman.com
                 jsgroi@honigman.com

                 About Treetops Acquisition

Headquartered in Gaylord, Michigan, Treetops Acquisition Company,
LLC -- dba Treetops Land Company, LLC; Treetops Enterprises, LLC;
Treetops; Treetops South Village Property Management; Association,
INc.; Treetops Sylvan Resort; Treetops Jones Estates Property
Owners Association, Inc.; Treetops Resort; Treetops Holding
Company; Treetops Realty, Inc.; Treetops Land Development Company,
LLC; Treetops Tradition Condominium Association, Inc.; Treetops
North Estates Condominium Association, Inc.; and Sylvan Resort --
owns Treetops Resort and Spa, a northern Michigan golf and ski
destination, and features prominent auto industry investors.

Treetops Acquisition filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mich. Case No. 14-22602) on Nov. 25, 2014,
estimating its assets at $1 million to $10 million and its
liabilities at $10 million to $50 million.  The petition was
signed by Richard B. Owens, general manager.

Jason W. Bank, Esq., at Kerr, Russell And Weber, PLC, serves as
the Debtor's bankruptcy counsel.


UTEX INDUSTRIES: S&P Lowers CCR to 'CCC+' on Weak Finc'l. Results
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based UTEX Industries Inc. to 'CCC+' from 'B-'.
The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's first-lien debt to 'CCC+' from 'B-', and on the
second-lien debt to 'CCC-' from 'CCC'.  The recovery rating remains
'3' on the first-lien debt, indicating S&P's expectation of
meaningful (50% to 70%; upper half of range) recovery, and '6' on
the second-lien debt, indicating its expectation of negligible (0%
to 10%) recovery, in the event of a payment default.

"The downgrade reflects our expectation for weakening demand for
oilfield services as the exploration and production industry
continues capital spending cuts in 2016," said Standard & Poor's
credit analyst Michael Tsai.  Approximately 90% of UTEX's business
is tied to the onshore and offshore oil and gas drilling,
completion, and production operations, which has been significantly
affected by the decrease in the North American rig count.  The
company supplies consumable equipment, such as specialty valves and
well-service packing, and specialized sealing solutions to oilfield
services providers.  Declining demand for such products has
significantly hurt revenues in 2015, and S&P believes it will
continue to affect them in 2016.  S&P projects revenue declines of
about 45% in 2015, and an additional 10% in 2016, which will be
somewhat buffered by the company's expansion into Asia and new
product offerings.  Under those assumptions, S&P projects funds
from operations (FFO) to debt of below 3% and debt to EBITDA of
above 12x through 2016, which S&P considers unsustainable.  Despite
the elevated leverage, S&P believes the company will be able to
fund their planned capital spending through operating cash flows,
and their large cash balance will provide a cushion.

The stable outlook reflects S&P's expectation that the company will
continue to generate positive free operating cash flows and
maintain "adequate" liquidity over the next year.  Nevertheless,
S&P expects debt leverage increasing to above 12x and FFO to debt
of under 3% in 2016.

S&P could lower the rating if UTEX's revenues and margins decline
more than S&P expects, likely due to a prolonged market downturn,
such that the company's cash flows are stretched, jeopardizing its
ability to continue meeting interest and principal payments on its
obligations and liquidity is assessed as "less than adequate."

S&P could raise the rating if revenues and resulting financial
measures improve such that it projects FFO to debt sustained closer
to 12%.  This would likely occur in conjunction with improving oil
and natural gas prices, which should support higher capital
spending levels by the E&P industry.



VERSO CORP: Said to Hire Advisers for Debt Restructuring
--------------------------------------------------------
Jodi Xu Klein, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Verso Corp. has hired advisers to help devise options
for restructuring its $2.7 billion of borrowings, which might
include an exchange offer as the cash-strapped paper maker
struggles to cut its debt, according to people with knowledge of
the matter.

According to the report, citing the people, who asked not to be
named because the discussions are private, the company, which is
backed by billionaire Leon Black's Apollo Global Management LLC,
hired advisory firm PJT Partners and law firm O'Melveny & Myers to
look for ways to address its high debt load, partly caused by its
purchase of peer NewPage Corp. in January.

One option for Verso, which has about $79 million of interest due
in January on $1.3 billion of obligations, is to exchange some its
securities, said the people, the report related.  It will be the
second such deal in 15 months, following a debt-reducing swap with
its second-lien note holders and the holders of its subordinated
bonds in July 2014, the report further related.

Verso Corporation, together with Verso Paper Holdings LLC,
supplies
coated papers to catalog and magazine publishers.  Memphis,
Tennessee-based Verso is one of the largest producers of coated
groundwood paper, operating five paper machines at two mills in
Maine
and Michigan.

                         *     *     *

The Troubled Company Reporter, on Aug. 25, 2015, reported that
Moody's Investors Service says Verso Paper Holdings LLC's (B3,
stable) announcement that it will shut down a pulp dryer and coated
paper machine and indefinitely idle a paper mill will further
strain the company's already weak liquidity position and adds
further uncertainty in the company's ability to achieve its synergy
target.  However, the optimization of the remaining capacity at the
company's Androscoggin mill in Maine should led to a reduction in
costs with the elimination of fixed charges and high cost peak
power consumption.



WALTER ENERGY: Committee Appeals Final Cash Collateral Order
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Walter Energy
Inc.,
et al., filed an appeal from the Bankruptcy Court's amended final
order authorizing the Debtors' postpetition use of cash collateral
and
granting adequate protection to prepetition secured parties.

Walter Energy, Inc., et al. are represented by:

          Patrick Darby, Esq.
          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel: (205) 521-8000
          Email: pdarby@babc.com
                 jbender@babc.com
                 ccmoore@babc.com
                 jbailey@babc.com

                  - and-

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          Ann K. Young, Esq.
          Michael S. Rudnick, Esq.
          PAUL, WEISS, RIFKIND, WHARTON &
          GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Tel: (212) 373-3000
          Email: sshimshak@paulweiss.com
                 kcomish@paulweiss.com
                 ctobler@paulweiss.com
                 ayoung@paulweiss.com
                 mrudnick@paulweiss.com

The Official Committee of Unsecured Creditors is represented by:

          Bill D. Bensinger, Esq.
          Daniel D. Sparks, Esq.
          CHRISTIAN & SMAILL LLP
          1800 Financial Center
          505 North 20th Street
          Birmingham, AL 35203
          Tel: (205) 250-6626
          Fax: (205) 328-7234
          Email: bdbensinger@csattorneys.com
                 ddsparks@csattorneys.com

                    -and-

          Brett H. Miller, Esq.
          Lorenzo Marinuzzi, Esq.
          Jennifer Marines, Esq.
          MORRISON & FOERSTER LLP
          250 West 55th Street
          New York, NY 10019-9601
          Tel: (212) 468-8000
          Fax: (212) 468-7900
          Email: brettmiller@mofo.com
                 lmarinuzzi@mofo.com
                 jmarines@mofo.com

                     About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WALTER ENERGY: Committee Has Until Nov. 25 to File Issues on Appeal
-------------------------------------------------------------------
Judge Tamara O. Mitchell of the United States Bankruptcy Court for
the Northern District of Alabama, Southern Division, signed off an
order extending deadlines for Dominion Resources Black Warrior
Trust and the Official Committee of Unsecured Creditors to file
designation of record and statements of issues on appeal through
and including November 25, 2015.

The Committee and Dominion asked for extension of the deadlines to
file designations of record and statements of issues on appeal, to
permit them to continue to discuss the potential for a consensual
resolution of the appeals and to avoid the cost and expense to the
Debtors' estates of the continued prosecution of the appeals.

Additionally, the parties said the Debtors' pending motion to
reject certain contracts with Dominion may provide additional
clarity regarding the scope of issues on Dominion’s appeal or the
need therefor.  Moreover, the Debtors, the Committee and the
Steering Committee continue to discuss the potential for a
consensual path forward for the Chapter 11 cases.  The Committee
believes that an extension of the deadlines will permit these
discussions to continue and facilitate a possible agreement among
some or all of the parties regarding the ultimate resolution of
these chapter 11 cases.

Walter Energy, Inc., et al. are represented by:

          Patrick Darby, Esq.
          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel: (205) 521-8000
          Email: pdarby@babc.com
                 jbender@babc.com
                 ccmoore@babc.com
                 jbailey@babc.com

                  - and-

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          Ann K. Young, Esq.
          Michael S. Rudnick, Esq.
          PAUL, WEISS, RIFKIND, WHARTON &
          GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Tel: (212) 373-3000
          Email: sshimshak@paulweiss.com
                 kcomish@paulweiss.com
                 ctobler@paulweiss.com
                 ayoung@paulweiss.com
                 mrudnick@paulweiss.com

Dominion Resources Black Warrior Trust is represented by:

          Stephen Porterfield, Esq.
          Thomas B. Humphries, Esq.
          SIROTE & PERMUTT, P.C.
          2311 Highland Avenue South
          Birmingham, AL 35205
          Tel: (205) 930-5100
          Fax: (205) 930-5101
          Email: sporterfield@sirote.com
                 thumphries@sirote.com

                  -and-

          Chris D. Lindstorm, Esq.
          Julie M. Koenig, Esq.
          COOPER & SCULLY, P.C.
          815 Walker Street #1040
          Houston, TX 77002
          Tel: (713) 236-6800
          Fax: (713) 236-6880
          Email: chris.lindstrom@cooperscully.com
                 julie.koenig@cooperscully.com

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WALTER ENERGY: Consensual Use of Cash Extended to Nov. 20
---------------------------------------------------------
Walter Energy, Inc., et al., notified the United States Bankruptcy
Court for the Northern District of Alabama, Southern Division, of
the extension of the consensual use of cash collateral pursuant to
the amended final order authorizing postpetition use of cash
collateral and granting adequate protection to prepetition secured
parties by agreement with the Steering Committee to November 20,
2015.

Walter Energy, Inc., et al. are represented by:

          Patrick Darby, Esq.
          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel: (205) 521-8000
          Email: pdarby@babc.com
                 jbender@babc.com
                 ccmoore@babc.com
                 jbailey@babc.com

                  - and-

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          Ann K. Young, Esq.
          Michael S. Rudnick, Esq.
          PAUL, WEISS, RIFKIND, WHARTON &
          GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Tel: (212) 373-3000
          Email: sshimshak@paulweiss.com
                 kcomish@paulweiss.com
                 ctobler@paulweiss.com
                 ayoung@paulweiss.com
                   mrudnick@paulweiss.com

                         About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WALTER ENERGY: Dominion Appeals Final Cash Collateral Order
-----------------------------------------------------------
Dominion Resources Black Warrior Trust filed to the United States
Bankruptcy Court for the Northern District of Alabama, Southern
Division, a notice of appeal from the Bankruptcy Court's amended
final order authorizing Walter Energy, Inc., et al., postpetition
use of cash collateral and granting adequate protection to
prepetition secured parties.

Walter Energy, Inc., et al. are represented by:

          Patrick Darby, Esq.
          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel: (205) 521-8000
          Email: pdarby@babc.com
                 jbender@babc.com
                 ccmoore@babc.com
                 jbailey@babc.com

                  - and-

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          Ann K. Young, Esq.
          Michael S. Rudnick, Esq.
          PAUL, WEISS, RIFKIND, WHARTON &
          GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Tel: (212) 373-3000
          Email: sshimshak@paulweiss.com
                 kcomish@paulweiss.com
                 ctobler@paulweiss.com
                 ayoung@paulweiss.com
                 mrudnick@paulweiss.com

Dominion Resources Black Warrior Trust is represented by:

          Stephen Porterfield, Esq.
          Thomas B. Humphries, Esq.
          SIROTE & PERMUTT, P.C.
          2311 Highland Avenue South
          Birmingham, AL 35205
          Tel: (205) 930-5100
          Fax: (205) 930-5101
          Email: sporterfield@sirote.com
                 thumphries@sirote.com

                  -and-

          Chris D. Lindstorm, Esq.
          Julie M. Koenig, Esq.
          COOPER & SCULLY, P.C.
          815 Walker Street #1040
          Houston, TX 77002
          Tel: (713) 236-6800
          Fax: (713) 236-6880
          Email: chris.lindstrom@cooperscully.com
                 julie.koenig@cooperscully.com

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WALTER ENERGY: Nov. 24 Hearing on Sale Procedures
-------------------------------------------------
BankruptcyData reported that Walter Energy will ask the U.S.
Bankruptcy Court on Nov. 24, 2015 for approval of proposed
procedures for the sale of all or substantially all of their
assets.  The company has entered into a stalking horse sales
agreement with Coal Acquisition LLC, an entity comprised of the
company's first lien lenders, for a $1.25 billion credit bid (plus
$5.4 million in cash) for most of the company's assets.
Court-filed documents note the proposed deadline to submit
qualified competing bids is Jan. 5, 2016, and -- if one or more
qualified bids are received -- a Jan. 7, 2016 auction and Jan. 12,
2015 sale hearing will follow.

Walter Energy on Nov. 5 disclosed that it has entered into an
asset purchase agreement (the "APA") with a newly formed entity
capitalized and owned by members of the Company's senior lender
group, pursuant to which the new company will acquire substantially
all of Walter Energy's Alabama assets.

The APA contemplates, among other things, cash consideration of
$5.4 million, a $1.25 billion credit bid of existing indebtedness
and the assumption of certain liabilities.  The agreement has been
filed with the Bankruptcy Court for the Northern District of
Alabama in connection with a proposed, court-supervised auction
process under section 363 of the Bankruptcy Code.  Accordingly, the
APA is subject to higher or otherwise better offers, among other
conditions.

An asset sale was one of the possible means of achieving the
restructuring sought by Walter Energy when it filed for chapter 11
protection in July.  Electing this path now will allow the Company
to continue moving forward expeditiously with its restructuring,
and represents what the Company believes is the best path forward
in a highly challenging industry environment.

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly  
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services,
L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.



WALTER ENERGY: Wants Lien Challenge Period Extended
---------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Walter Energy, Inc., et al., the Steering
Committee, the Administrative Agent, the First Lien Trustee, and
the Second Lien Trustee ask the United States Bankruptcy Court for
the Northern District of Alabama, Southern Division, to approve
their joint stipulation extending the lien challenge period.

Pursuant to the Amended Cash Collateral Order, the deadline for the
Committee to challenge the validity, enforceability, priority or
extent of the Prepetition Obligations or the liens on the
Prepetition Collateral securing the Prepetition Obligations held by
or on behalf of the Prepetition Secured Parties is 90 days after
the date of the Committee's appointment, or any later date agreed
to in writing by the Steering Committee and the Administrative
Agent, First Lien Trustee or Second Lien Trustee, as applicable,
each in its sole discretion.

Walter Energy, Inc., et al. are represented by:

          Patrick Darby, Esq.
          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel: (205) 521-8000
          Email: pdarby@babc.com
                 jbender@babc.com
                 ccmoore@babc.com
                 jbailey@babc.com

                  - and-

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          Ann K. Young, Esq.
          Michael S. Rudnick, Esq.
          PAUL, WEISS, RIFKIND, WHARTON &
          GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Tel: (212) 373-3000
          Email: sshimshak@paulweiss.com
                 kcomish@paulweiss.com
                 ctobler@paulweiss.com
                 ayoung@paulweiss.com
                 mrudnick@paulweiss.com

Official Committee of Unsecured Creditors of Walter Energy, Inc.,
et al. are represented by:

          Bill D. Bensinger, Esq.
          Daniel D. Sparks, Esq.
          CHRISTIAN & SMALL LLP
          505 North 20th Street
          Suite 1800
          Birmingham, AL 35203
          Tel.: (205) 250-6626
          Email: bdbensinger@csattorneys.com
                 ddsparks@csattorneys.com

                   -and-
   
          Brett H. Miller, Esq.
          Lorenzo Marinuzzi, Esq.
          Jennifer Marines, Esq.
          MORRISON & FOERSTER LLP
          250 West 55th Street
          New York, NY 10019
          Tel.: (212) 468-8000
          Fax: (212) 468-7900
          Email: brettmiller@mofo.com
                 lmarinuzzi@mofo.com
                 jmarines@mofo.com

Steering Committee is represented by:

          Michael Hall, Esq.
          Christopher Carson, Esq.
          BURR & FORMAN, LLP
          3400 Wells Fargo Tower
          420 20th Street North
          Birmingham, AL 35203
          Tel: (205) 251-3000
          Fax: (205) 458-5100
          Email: mhall@burr.com

                -and-

          Ira Dizengoff, Esq.
          James Savin, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          One Bryant Park, Bank of America Tower
          New York, NY 10036
          Tel: (212) 872-1000
          Fax: (212) 872-1002
          Email: idizengoff@akingump.com
                 jsavin@akingump.com

Administrative Agent is represented by:

          Scott Greissman, Esq.
          Elizabeth Feld, Esq.
          WHITE & CASE LLP
          1155 Avenue of the Americas
          New York, NY 10036
          Email: sgreissman@whitecase.com
                 efeld@whitecase.com

First Lien Trustee is represented by:

          Mark R. Somerstein, Esq.
          ROPES & GRAY LLP
          1211 Avenue of the Americas
          New York, NY 10036
          Tel: (212) 596-9000
          Fax: (212) 596-9090
          Email: mark.somerstein@ropesgray.com

                   -and-

          Patricia Chen, Esq.
          Prudential Tower
          800 Bolyston Street
          Boston, MA 02199
          Tel: (617) 951-7000
          Fax: (617) 951-7050
          Email: patricia.chen@ropesgray.com

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WEST CORP: Reports $49.5 Million Net Income for Third Quarter
-------------------------------------------------------------
West Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $49.5
million on $574 million of revenue for the three months ended Sept.
30, 2015, compared to net income of $16.1 million on $568 million
of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2015, the Company reported net
income of $180 million on $1.71 billion of revenue compared to net
income of $110 million on $1.65 billion of revenue for the same
period during the prior year.

As of Sept. 30, 2015, the Company had $3.55 billion in total
assets, $4.15 billion in total liabilities and a $596 million
stockholders' deficit.

                       Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the    
     Company states in the Report.

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

                      http://is.gd/uM2yCz

                    About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corp reported net income of $158 million in 2014 following net
income of $143 million in 2013.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WET SEAL: Wins Confirmation of Plan of Liquidation
--------------------------------------------------
The U.S. Bankruptcy Court confirmed Wet Seal's Amended Chapter 11
Plan of Liquidation.  

As previously reported by the Troubled Company Reporter on Aug.
14,
2015, the Plan provides for the creation of a Liquidation Trust
that will administer and liquidate all remaining property of the
Debtors after the payment of certain fees and expenses.  The Plan
also provides for Distributions to certain Holders of Secured
Claims, Administrative Claims, Professional Fee Claims, Priority
Claims, and General Unsecured Claims, and for the funding of the
Liquidation Trust.

The Plan further provides for the cancellation of all Equity
Interests in the Debtors, the dissolution and wind-up of the
affairs of the Debtors, and the transfer of any remaining Assets
of
the Debtors' Estates to the Liquidation Trust. Under the Plan and
pursuant to a Global Plan Settlement, for purposes of voting and
distribution in connection with the Plan, the Debtors will be
substantively consolidated, meaning that all of the Assets and
liabilities of the Debtors will be deemed to be the Assets and
liabilities of a single entity.

The deadline by which all Ballots must be properly executed,
completed, delivered to, and actually received will be Oct. 19.
The Voting Agent will file its Voting Report by Oct. 21.

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

                          About Wet Seal

The Wet Seal, Inc., et al., are retailers selling fashion apparel
and accessory items designed for female customers aged 13 to 24
years old.

The Company, and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed for
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081
to 15-10084) on Jan. 15, 2015.  The Wet Seal, Inc., disclosed
$215,254,952 in assets and $60,598,968 in liabilities as of the
Chapter 11 filing.

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11
counsel.  FTI Consulting serves as the Debtors' restructuring
advisor.  The Debtors' investment banker is Houlihan Lokey.  The
Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing
agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.  

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.  The Committee retained Pachulski Stang Ziehl & Jones
LLP as its counsel and Province Inc. as its financial advisor.

The Wet Seal, Inc., changed its name to "Seal123, Inc." on
April 17, 2015, in accordance with the asset purchase agreement
with Mador Lending, LLC, an affiliate of Versa Capital Management,
LLC, as buyer.


[*] Fitch Says 3Q Delinquencies Up Modestly for U.S. Timeshare ABS
------------------------------------------------------------------
U.S. timeshare ABS delinquencies increased moderately this quarter
and compared to last year's levels, according to the latest index
results from Fitch Ratings.

Total delinquencies for third quarter-2015 (3Q'15) were 2.96%, up
from 2.66% in 2Q'15 and the 2.79% observed in 3Q'14. This is the
first year-over-year increase since 2013.

Defaults also increased in 3Q'15, and compared to a year ago.
Defaults for 3Q'15 were 0.59%, up slightly from 2Q'15 at 0.57% and
0.53% observed a year ago in 3Q'14. Although they remain slightly
elevated compared to pre-recessionary levels, defaults have
displayed overall improvement over the last three years.

On an annualized basis (rolling 12 months), defaults were 6.64% for
3Q'15, up from 6.49% for 2Q'15. This again represents the first
increase after three years of consecutive quarterly improvement.

Fitch expects some additional nominal increases in delinquencies
and defaults in the near term as performance normalizes after
recent year-over-year improvement. Fitch's 2016 Rating Outlook for
timeshare ABS remains Stable due in part to the delevering
structures found in timeshare transactions and ample credit
enhancement levels.

Fitch's timeshare ABS index is an aggregation of performance
statistics on pools of securitized timeshare loans originated by
various developers. Expected cumulative gross defaults on
underlying transactions can range from 9% to above 20%. While
delinquencies and defaults may vary on an absolute basis, most
transactions supporting the index exhibit similar overall trends.

The Fitch timeshare performance index summarizes average monthly
delinquency (over 30 days) and gross default trends tracked in
Fitch's database of timeshare asset backed securities (ABS) dating
back to January 1997 and is available on a quarterly basis.  



[*] Justices to Examine When Fraud Blocks Escape from Debts
-----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that the U.S. Supreme
Court agreed on Nov. 6, 2015, to hear an appeal that could
determine the reach of bankruptcy law in barring the Debtors who
engage in fraud from discharging debt, after the Fifth Circuit's
recent narrow reading of the law put it in conflict with two other
circuits.

Nov. 6's order from the high court came without comment, as is
customary.

In July petitioner and creditor Husky International Electronics
Inc. asked the justices to resolve conflict between the First and
Seventh Circuits on the one hand.


[*] Wells Fargo to Pay $81.6 Million to Ch. 13 Bankrupt Borrowers
-----------------------------------------------------------------
Dani Kass at Bankruptcy Law360 reported that Wells Fargo Bank NA
has agreed to pay $81.6 million to homeowners who had filed for
Chapter 13 bankruptcy after admitting it failed to give them proper
notification that it would be changing the amount of their monthly
mortgage payments, the U.S. Department of Justice announced on Nov.
5, 2015.

The bank violated federal bankruptcy rules by not filing at least
100,000 payment change notices at least 21 days before making
adjustments, depriving borrowers from challenging increases, the
DOJ said.


[^] BOND PRICING: For the Week from November 9 to 13, 2015
----------------------------------------------------------
  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
ACE Cash Express Inc    AACE    11.000    30.000       2/1/2019
ACE Cash Express Inc    AACE    11.000    35.000       2/1/2019
AM Castle & Co          CAS      7.000    51.880     12/15/2017
AM Castle & Co          CAS     12.750    78.375     12/15/2016
AM Castle & Co          CAS     12.750    78.375     12/15/2016
Affinion
  Investments LLC       AFFINI  13.500    44.500      8/15/2018
Alpha Appalachia
  Holdings Inc          ANR      3.250     6.130       8/1/2015
Alpha Natural
  Resources Inc         ANR      9.750     2.000      4/15/2018
Alpha Natural
  Resources Inc         ANR      6.000     2.100       6/1/2019
Alpha Natural
  Resources Inc         ANR      6.250     2.463       6/1/2021
Alpha Natural
  Resources Inc         ANR      7.500     6.500       8/1/2020
Alpha Natural
  Resources Inc         ANR      3.750     2.000     12/15/2017
Alpha Natural
  Resources Inc         ANR      4.875     3.500     12/15/2020
Alpha Natural
  Resources Inc         ANR      7.500     7.000       8/1/2020
Alpha Natural
  Resources Inc         ANR      7.500     6.125       8/1/2020
Alta Mesa
  Holdings LP /
  Alta Mesa Finance
  Services Corp         ALTMES   9.625    51.750     10/15/2018
American Eagle
  Energy Corp           AMZG    11.000    19.375       9/1/2019
American Eagle
  Energy Corp           AMZG    11.000    19.375       9/1/2019
Anheuser-Busch
  InBev Worldwide Inc   ABIBB    9.750#N/A N/A       11/17/2015
Appvion Inc             APPPAP   9.000    39.000       6/1/2020
Appvion Inc             APPPAP   9.000    35.000       6/1/2020
Arch Coal Inc           ACI      7.250     2.875      6/15/2021
Arch Coal Inc           ACI      9.875     3.063      6/15/2019
Arch Coal Inc           ACI      7.250     1.000      10/1/2020
Arch Coal Inc           ACI      8.000     4.750      1/15/2019
Arch Coal Inc           ACI      8.000    11.645      1/15/2019
Avaya Inc               AVYA    10.500    36.250       3/1/2021
Avaya Inc               AVYA    10.500    36.000       3/1/2021
BPZ Resources Inc       BPZR     8.500     8.008      10/1/2017
BPZ Resources Inc       BPZR     6.500     8.000       3/1/2015
BPZ Resources Inc       BPZR     6.500     7.875       3/1/2049
Basic Energy
  Services Inc          BAS      7.750    40.125      2/15/2019
Caesars Entertainment
  Operating Co Inc      CZR     10.000    28.076     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    37.165       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    31.125      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    41.000      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    30.250     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    12.250      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    29.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    29.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    30.000     12/15/2018
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Chaparral Energy Inc    CHAPAR   9.875    33.280      10/1/2020
Chaparral Energy Inc    CHAPAR   8.250    33.000       9/1/2021
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Chassix Holdings Inc    CHASSX  10.000     8.000     12/15/2018
Claire's Stores Inc     CLE      8.875    40.115      3/15/2019
Claire's Stores Inc     CLE      7.750    31.500       6/1/2020
Claire's Stores Inc     CLE     10.500    59.980       6/1/2017
Claire's Stores Inc     CLE      7.750    28.750       6/1/2020
Cliffs Natural
  Resources Inc         CLF      5.950    51.000      1/15/2018
Cliffs Natural
  Resources Inc         CLF      5.900    30.000      3/15/2020
Cliffs Natural
  Resources Inc         CLF      4.800    26.970      10/1/2020
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750     9.000     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750     2.857     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750     2.857     11/15/2017
Community Choice
  Financial Inc         CCFI    10.750    22.000       5/1/2019
Comstock Resources Inc  CRK      7.750    23.460       4/1/2019
Comstock Resources Inc  CRK      9.500    22.890      6/15/2020
Constellation
  Enterprises LLC       CONENT  10.625    71.000       2/1/2016
Constellation
  Enterprises LLC       CONENT  10.625    70.000       2/1/2016
Cumulus Media
  Holdings Inc          CMLS     7.750    41.500       5/1/2019
Darden Restaurants Inc  DRI      4.500   105.950     10/15/2021
Dendreon Corp           DNDN     2.875    71.625      1/15/2016
EPL Oil & Gas Inc       EXXI     8.250    30.000      2/15/2018
EXCO Resources Inc      XCO      7.500    27.670      9/15/2018
EXCO Resources Inc      XCO      8.500    24.000      4/15/2022
Emerald Oil Inc         EOX      2.000    30.050       4/1/2019
Endeavour
  International Corp    END     12.000     6.000       3/1/2018
Endeavour
  International Corp    END     12.000     6.000       3/1/2018
Endeavour
  International Corp    END     12.000     6.000       3/1/2018
Energy & Exploration
  Partners Inc          ENEXPR   8.000    15.500       7/1/2019
Energy & Exploration
  Partners Inc          ENEXPR   8.000    13.625       7/1/2019
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Holdings Corp         TXU      9.750    36.000     10/15/2019
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     2.500      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     2.500      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      6.875     2.350      8/15/2017
Energy XXI Gulf
  Coast Inc             EXXI     9.250    30.625     12/15/2017
Energy XXI Gulf
  Coast Inc             EXXI     7.500    19.750     12/15/2021
Energy XXI Gulf
  Coast Inc             EXXI     6.875    20.000      3/15/2024
Energy XXI Gulf
  Coast Inc             EXXI     7.750    22.000      6/15/2019
FBOP Corp               FBOPCP  10.000     1.843      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.879       4/2/2018
First Data Corp         FDC     11.750   113.900      8/15/2021
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000     9.500      10/1/2017
GT Advanced
  Technologies Inc      GTAT     3.000    15.750     12/15/2020
Getty Images Inc        GYI      7.000    32.250     10/15/2020
Getty Images Inc        GYI      7.000    31.200     10/15/2020
Goodman Networks Inc    GOODNT  12.125    38.150       7/1/2018
Goodrich
  Petroleum Corp        GDP      8.875    15.550      3/15/2019
Goodrich
  Petroleum Corp        GDP      5.000    18.000      10/1/2032
Goodrich
  Petroleum Corp        GDP      5.000     2.000      10/1/2029
Goodrich
  Petroleum Corp        GDP      8.875    40.000      3/15/2018
Goodrich
  Petroleum Corp        GDP      8.875    56.000      3/15/2018
Goodrich
  Petroleum Corp        GDP      8.875    17.125      3/15/2019
Goodrich
  Petroleum Corp        GDP      8.875    17.125      3/15/2019
Gymboree Corp/The       GYMB     9.125    32.150      12/1/2018
HCC Insurance
  Holdings Inc          HCC      6.300   114.000     11/15/2019
Halcon Resources Corp   HKUS     9.750    37.250      7/15/2020
Halcon Resources Corp   HKUS     8.875    34.625      5/15/2021
Halcon Resources Corp   HKUS     9.250    31.625      2/15/2022
Horsehead Holding Corp  ZINC     3.800    42.000       7/1/2017
JW Aluminum Co          JWALUM  11.500    59.377     11/15/2017
JW Aluminum Co          JWALUM  11.500    59.250     11/15/2017
Key Energy
  Services Inc          KEG      6.750    30.250       3/1/2021
Las Vegas Monorail Co   LASVMC   5.500     5.000      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      4.000     6.125      4/30/2009
Lehman Brothers
  Holdings Inc          LEH      5.000     6.125       2/7/2009
Lehman Brothers Inc     LEH      7.500     6.000       8/1/2026
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     8.625    27.950      4/15/2020
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.500    27.300      5/15/2019
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.250    24.250      11/1/2019
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     7.750    24.892       2/1/2021
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.500    25.500      9/15/2021
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.250    24.000      11/1/2019
Linn Energy LLC /
  Linn Energy
  Finance Corp          LINE     6.250    24.000      11/1/2019
MF Global
  Holdings Ltd          MF       3.375     1.832       8/1/2018
MF Global
  Holdings Ltd          MF       9.000     1.832      6/20/2038
MModal Inc              MODL    10.750    10.125      8/15/2020
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    25.000      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    18.875      5/15/2018
Magnetation LLC /
  Mag Finance Corp      MAGNTN  11.000    18.875      5/15/2018
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO     10.750    18.750      10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO      9.250    19.000       6/1/2021
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO     10.750    18.750      10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC      MPO     10.750    18.750      10/1/2020
Modular Space Corp      MODSPA  10.250    49.000      1/31/2019
Modular Space Corp      MODSPA  10.250    58.500      1/31/2019
Molycorp Inc            MCP     10.000     5.250       6/1/2020
Molycorp Inc            MCP      5.500     0.375       2/1/2018
Murray Energy Corp      MURREN  11.250    34.000      4/15/2021
Murray Energy Corp      MURREN   9.500    32.375      12/5/2020
Murray Energy Corp      MURREN  11.250    33.000      4/15/2021
Murray Energy Corp      MURREN   9.500    32.375      12/5/2020
Navient Corp            NAVI     2.245    95.880     12/15/2015
Navient Corp            NAVI     2.245    95.880     12/15/2015
Navient Corp            NAVI     4.100    95.750     12/15/2015
New Gulf Resources
  LLC/NGR Finance Corp  NGREFN  12.250    31.250      5/15/2019
New Gulf Resources
  LLC/NGR Finance Corp  NGREFN  12.250    31.000      5/15/2019
New Gulf Resources
  LLC/NGR Finance Corp  NGREFN  12.250    26.875      5/15/2019
Nine West Holdings Inc  JNY      6.875    41.000      3/15/2019
Noranda Aluminum
  Acquisition Corp      NOR     11.000    21.020       6/1/2019
Nuverra Environmental
  Solutions Inc         NES      9.875    38.000      4/15/2018
OMX Timber Finance
  Investments II LLC    OMX      5.540    12.050      1/29/2020
Peabody Energy Corp     BTU      6.000    22.797     11/15/2018
Peabody Energy Corp     BTU     10.000    27.250      3/15/2022
Peabody Energy Corp     BTU      6.250    17.625     11/15/2021
Peabody Energy Corp     BTU      6.500    16.750      9/15/2020
Peabody Energy Corp     BTU      4.750     8.610     12/15/2041
Peabody Energy Corp     BTU      7.875    17.949      11/1/2026
Peabody Energy Corp     BTU     10.000    31.500      3/15/2022
Peabody Energy Corp     BTU      6.000    89.000     11/15/2018
Peabody Energy Corp     BTU      6.000    21.875     11/15/2018
Peabody Energy Corp     BTU      6.250    17.500     11/15/2021
Peabody Energy Corp     BTU      6.250    17.500     11/15/2021
Penn Virginia Corp      PVA      8.500    27.472       5/1/2020
Penn Virginia Corp      PVA      7.250    26.000      4/15/2019
Permian Holdings Inc    PRMIAN  10.500    46.000      1/15/2018
Permian Holdings Inc    PRMIAN  10.500    45.750      1/15/2018
Prologis LP             PLD      4.500   103.850      8/15/2017
Prospect Holding
  Co LLC / Prospect
  Holding Finance Co    PRSPCT  10.250    52.500      10/1/2018
Prospect Holding
  Co LLC / Prospect
  Holding Finance Co    PRSPCT  10.250    54.000      10/1/2018
Quicksilver
  Resources Inc         KWKA     9.125     7.000      8/15/2019
Quicksilver
  Resources Inc         KWKA    11.000     6.750       7/1/2021
Quiksilver Inc /
  QS Wholesale Inc      ZQK     10.000     8.500       8/1/2020
RAAM Global Energy Co   RAMGEN  12.500     8.750      10/1/2015
RS Legacy Corp          RSH      6.750     0.500      5/15/2019
RS Legacy Corp          RSH      6.750     0.783      5/15/2019
RS Legacy Corp          RSH      6.750     0.783      5/15/2019
Sabine Oil & Gas Corp   SOGC     7.250    14.250      6/15/2019
Sabine Oil & Gas Corp   SOGC     9.750     9.500      2/15/2017
Sabine Oil & Gas Corp   SOGC     7.500    14.750      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    12.250      9/15/2020
Sabine Oil & Gas Corp   SOGC     7.500    12.250      9/15/2020
Samson Investment Co    SAIVST   9.750     1.500      2/15/2020
SandRidge Energy Inc    SD       7.500    20.000      3/15/2021
SandRidge Energy Inc    SD       8.750    21.000      1/15/2020
SandRidge Energy Inc    SD       7.500    20.750      2/15/2023
SandRidge Energy Inc    SD       8.125    19.000     10/15/2022
SandRidge Energy Inc    SD       8.125    24.000     10/16/2022
SandRidge Energy Inc    SD       7.500    25.320      2/16/2023
SandRidge Energy Inc    SD       7.500    21.375      3/15/2021
SandRidge Energy Inc    SD       7.500    21.375      3/15/2021
Sequa Corp              SQA      7.000    33.500     12/15/2017
Sequa Corp              SQA      7.000    35.750     12/15/2017
Seventy Seven
  Energy Inc            SSE      6.500    24.000      7/15/2022
SquareTwo
  Financial Corp        SQRTW   11.625    64.000       4/1/2017
Swift Energy Co         SFY      7.875    18.000       3/1/2022
Swift Energy Co         SFY      7.125    17.079       6/1/2017
Swift Energy Co         SFY      8.875    18.359      1/15/2020
TMST Inc                THMR     8.000    15.950      5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc           TALPRO   9.750    48.250      2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc           TALPRO   9.750    48.000      2/15/2018
Tempel Steel Co         TEMPEL  12.000   100.310      8/15/2016
Tempel Steel Co         TEMPEL  12.000    99.607      8/15/2016
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     11.500    35.000      10/1/2020
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000     9.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000     8.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    13.250      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     11.500    37.750      10/1/2020
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    13.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.250      11/1/2015
United Refining Co      UNITED  10.500   104.950      2/28/2018
Venoco Inc              VQ       8.875    10.300      2/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    25.000      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    18.500      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750     7.070      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     13.000     7.000       8/1/2020
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750     0.250       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    23.250      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750     4.843      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750     4.843      1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.750    23.250      1/15/2019
Walter Energy Inc       WLTG     9.500    32.000     10/15/2019
Walter Energy Inc       WLTG    11.000     1.000       4/1/2020
Walter Energy Inc       WLTG     8.500     0.250      4/15/2021
Walter Energy Inc       WLTG     9.500    31.750     10/15/2019
Walter Energy Inc       WLTG    11.000     1.009       4/1/2020
Walter Energy Inc       WLTG     9.500    31.750     10/15/2019
Walter Energy Inc       WLTG     9.500    31.750     10/15/2019
Warren Resources Inc    WRES     9.000    20.500       8/1/2022
Warren Resources Inc    WRES     9.000    21.500       8/1/2022
Warren Resources Inc    WRES     9.000    21.500       8/1/2022
Westar Energy Inc       WR       8.625   119.204      12/1/2018
iHeartCommunications
  Inc                   IHRT    10.000    38.000      1/15/2018


                            *********

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

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

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

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

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

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

                            *********

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

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

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

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

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

                   *** End of Transmission ***