TCR_Public/151216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, December 16, 2015, Vol. 19, No. 350

                            Headlines

33 PECK: RobertDouglas Approved as Real Estate Advisor
ALLIED NEVADA: Seeks Stay of Plan Confirmation Order
ALONSO & CARUS: Servimetal Objects to Disclosure Statement
ALPHA NATURAL: Parties Balk at Bid for Official Equity Committee
ALPHA NATURAL: Trustee Says Equity Committee for Alpha A Pointless

AMERICAN EAGLE: Oil Prices Raise Going Concern Doubt for AMZGQ
ANNA'S LINENS: Transplace Texas Granted $1MM Secured Claim
ANTIGUA CANTINA: Voluntary Chapter 11 Case Summary
ARCHROCK INC: S&P Affirms 'BB-' CCR Then Withdraws Rating
ATLANTIC & PACIFIC: Kam Food Buys Brooklyn Assets for $3-Mil.

ATLANTIC & PACIFIC: PSK Buys 2 NY Stores for $19.4-Mil.
BERNARD L. MADOFF: Sixth Distribution to Claim Holders Commences
BIOMEDNANOTECH INC: Case Summary & 13 Top Unsecured Creditors
BOOMERANG SYSTEMS: Wants Until April 14, 2016 to Propose Plan
BOOMERANG TUBE: Talks to Lenders After Plan Rejected

BOWLES SUB PARCEL C: Postpetition Default Interest Award Affirmed
BROOKLYN NAVY: S&P Raises Rating on $100MM Sr. Sec. Bonds to 'B-'
BRUCE BERNARD NOLTE: MT Technology's $8.84MM Claim Disallowed
BUDD COMPANY: Eyes March 2016 Confirmation of Plan
BUDD COMPANY: Finalizes Deal with TKNA; Unsecureds to Recover 67%

BUDD COMPANY: Insurers Await Second Amended Ch. 11 Plan
BUDD COMPANY: UAW Says Amended Plan Unconfirmable
CABALLO2015 LLC: Case Summary & 3 Largest Unsecured Creditors
CABEL ASSOCIATES: Voluntary Chapter 11 Case Summary
CAMBIUM LEARNING: S&P Raises CCR to 'B-', Outlook Stable

CENTRAL CONVENTRY: Superior Court of Rhode Island Has Jurisdiction
CHARTER NEX: S&P Affirms 'B' CCR, Outlook Remains Stable
CHRIST HEALING: Case Summary & 7 Largest Unsecured Creditors
COLT DEFENSE: Committee's Investigation Period Extended to Dec. 31
COLT DEFENSE: US Trustee Says Chapter 11 Plan Is Overly Broad

CORNERSTONE HOMES: Court Confirms Joint Plan of Liquidation
COWAN ROAD: Voluntary Chapter 11 Case Summary
CROWN CASTLE: S&P Raises CCR From 'BB+', Off Watch Positive
CUBIC ENERGY: Taps Prime Clerk as Claims and Noticing Agent
CUBIC ENERGY: Targeting February Confirmation of Prepack Plan

CUBIC ENERGY: To Assume Plan Support Agreement
DIOCESE OF DULUTH: Judge Robert Kressel Encourages Mediation
ENERGY FUTURE: EFIH PIK Noteholders Appeal Ruling on Premiums
ENERGY FUTURE: Mudrick Appeals Ruling on Postpetition Interest
ENERGY FUTURE: Regulator Says Hunt's Buy Would Rip Off Ratepayers

ENOR CORP: December 18 Meeting Set to Form Creditors' Panel
ENRON NIGERIA: DC Circ. Told Scandal Didn't Nix Nigeria Contract
EZTD INC: Recognises Substantial Doubt on Going Concern Ability
FANNIE MAE & FREDDIE MAC: Josh Rosner Updates Utility Reform Model
FORESIGHT ENERGY: Moody's Cuts CFR to B3, On Review for Downgrade

GETTY IMAGES: S&P Lowers CCR to 'SD' & Rates $252.5MM Notes 'CCC+'
GRAHAM GULF: Reports Total Assets of $66.6 Million
GT ADVANCED: Seeks to Pay Exit Financing's Put Option Premium
HANGER INC: Completes Solicitation; Default Notice Nullified
HONG KONG ENTERTAINMENT: Mariana Islands Casino in Ch. 11

INC RESEARCH: S&P Raises CCR to 'BB', Outlook Positive
JARDEN CORP: S&P Puts 'BB' CCR on CreditWatch Positive
JW RESOURCES: Sale of 10 Vehicles to Middlesboro for $60K Approved
LIGHTSQUARED INC: Settles GPS Suit with Trimble Navigation
LPATH INC: Expects to Incur Cash Losses from Operations in 2015

MAGNUM HUNTER: Case Summary & 50 Largest Unsecured Creditors
MARINE ENERGY: Trustee to Disburse Funds for Gilliam to US
MATTHEW AUTTERSON: Trust and Partnership Claims Reduced By 26%
MEDIAOCEAN LLC: Term Loan Upsize No Impact on Moody's 'B3' CFR
MEN'S WEARHOUSE: Moody's Affirms Ba3 CFR & Revises Outlook to Neg.

MEN'S WEARHOUSE: S&P Lowers CCR to 'B', Outlook Stable
METABOLIX INC: Admits Current Capital May Not be Sufficient
MICRON TECHNOLOGY: Moody's Affirms Ba2 CFR, Outlook Stable
MICRON TECHNOLOGY: S&P Affirms 'BB' CCR on Inotera Stake Plans
MICROSEMI CORP: Moody's Cuts CFR to Ba3 & Rates Sec. Debt (P)Ba3

MIDWAY GOLD: Wants Title Company to Pay Net Proceeds Into Registry
MOLYCORP INC: 10% Noteholders Object to Exclusivity Extension
MOLYCORP INC: Can Pay Incentives to Senior Executives
MOLYCORP INC: U.S. Trustee, Noteholders Object to Plan Outline
MSES CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors

NEW MEDIA: Moody's to Retain B2 CFR on Announced Transactions
NEW YORK MILITARY: Court Approves $15.8MM Sale to Non-Profit
NEW YORK MILITARY: Terms of Sale to Natural Conservation
OPTIMA SPECIALTY: S&P Lowers CCR to 'CCC+', Outlook Negative
ORIENT PAPER: Expresses Substantial Doubt on Going Concern Ability

OZBURN-HESSEY HOLDINGS: S&P Withdraws 'B' CCR After Ratings Hike
PALM DRIVE: S&P Reinstates 'CCC+' Rating on COPs Due 2025
PORTER BANCORP: Has Substantial Doubt on Going Concern Ability
POSITIVEID CORP: Posts $93K Net Loss in Qtr. Ended Sept. 30
PROAMPAC INTERMEDIATE: Moody's Cuts Corporate Family Rating to B3

PROAMPAC INTERMEDIATE: S&P Affirms 'B' Rating on $725MM Loans
RADIAN GUARANTY: S&P Raises Counterparty Credit Rating to 'BB+'
RICEBRAN TECHNOLOGIES: Losses, Negative Cash Flows Raise Doubt
RIVER CREE: DBRS Confirms 'BB' Issuer Rating
S.G.F. PROPERTIES: SEFCU's Bid for Stay Pending Appeal Denied

SABINE OIL: Creditors Object to Performance Award Program
SCHOPFS HILLTOP: Case Summary & 17 Largest Unsecured Creditors
SIGA TECHNOLOGIES: Creditors Fight Bid to Maintain Control of Case
SIGA TECHNOLOGIES: Files Consensual Plan of Reorganization
SOLAVEI LLC: Judge Awards $346,000 Legal Fees in Stream Litigation

SPRINGMORE II: Directed by Court to Finalize Sale of Virginia Hotel
SPRINT INDUSTRIAL: S&P Lowers CCR to 'CCC', Outlook Negative
SQUARETWO FINANCIAL: S&P Lowers ICR to 'CCC', on Watch Negative
STEARNS HOLDINGS: S&P Affirms 'B+' ICR, Off Watch Negative
STRATA ENERGY: Chapter 15 Case Summary

SUNTECH AMERICA: Exclusive Solicitation Period Extended to March 9
TECK RESOURCES: DBRS Cuts Issuer Rating to 'BB'
TPC GROUP: Moody's Lowers CFR to B3 & Revises Outlook to Stable
UNIVERSITY GENERAL: Proposed Postpetition Financing Partly Granted
VICTORY NICKEL: Gets Notice of Default on Promissory Note

WALTER ENERGY: UMWA Funds Objects to Bid to Reject CBA
WATTENBERG OIL: Involuntary Chapter 11 Case Summary
WRIGHTWOOD GUEST: Seeks Authority to Use Cash Collateral
YELLOWSTONE CLUB: Trustee Wants Founder, Counsel Sanctioned
[*] 3 Firms Earn High Praise From Clients for 15 Consecutive Years

[*] Ex-Moss & Barnett Attorney Joins FNCB as General Counsel
[*] Kirkland & Ellis' Stephen Hessler Named as Law360 Bankr. MVP
[*] Revisions to LMA Trading Documents to Go Live Today
[*] Steep Fall in Base Metal Prices Poses Risk on Issuers

                            *********

33 PECK: RobertDouglas Approved as Real Estate Advisor
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 33 Peck Slip Acquisition LLC, et al., to employ
RobertDouglas as real estate advisor effective as of Sept. 3,
2015.

The Court also ordered that prior to the payment by the Debtors of
any commission or other compensation owed to RD, the Debtors will
seek approval to pay RD's compensation in connection with any sale.
Prior to the completion of any sale the Debtors are authorized to
reimburse RD for up to an aggregate of $50,000 of actual,
out-of-pocket expenses incurred by RD on or after the petition date
as part of its retention by the Debtors' [JLG] , but will seek
approval of these expenses in a final fee application.

                         About 33 Peck

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

As of the bankruptcy filing, the Debtors owned:

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

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

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

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

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

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

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

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

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

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


ALLIED NEVADA: Seeks Stay of Plan Confirmation Order
----------------------------------------------------
Brian Tuttle asks the U.S. Bankruptcy Court for the District of
Delaware to stay its order confirming Allied Nevada Gold Corp., et
al.'s Amended Joint Chapter 11 Plan of Reorganization.

Mr. Tuttle asserts that denying his Oral Motion is extremely
prejudicial to him and the dissenting impaired stakeholders.  He
further asserts that he is only seeking what is in the best
interest for the impaired class 8 stakeholders who have dissented
against the plan.

Brian Tuttle is represented by:

         Brian Tuttle, Pro Se         
         3424 Belmont Blvd.
         Sarasota, Florida 34232
         Telephone: (941) 328-9015
         Email: K6v9581k3@gmail.com

                      About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.

ANV was spun off from Vista Gold Corp. in 2006 and began
Operations in May 2007.  Nevada-based mining properties acquired
from Vista include the Hycroft Mine, an open-pit heap leach
operation located 54 miles west of Winnemucca, Nevada.  ANV
controls 75 exploration properties throughout Nevada as of Dec. 31,
2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The cases are jointly administered under
Lead Case No. 15-10503.  The cases are assigned to Judge Mary F.
Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.

BankruptcyData reported that Allied Nevada Gold's Amended Joint
Chapter 11 Plan of Reorganization became effective and the Company
emerged from Chapter 11 protection.

The Court confirmed the Plan on Oct. 8, 2015.  Highlights of the
Plan include the following: As a result of the financial
restructuring, the Company eliminated approximately $447.7 million
of debt and related interest payments from its balance sheet.  The
Company closed two financings: a $126.7 million first lien term
loan credit agreement and $95 million of second lien convertible
notes.  The credit agreement proceeds were used to repay the
Company's outstanding loan obligations related to its revolving
credit agreement and the amounts owed under the Company's diesel
and cross-currency swap arrangements.


ALONSO & CARUS: Servimetal Objects to Disclosure Statement
----------------------------------------------------------
Creditor Servimetal, LLC, is asking the Bankruptcy Court to deny
approval of the disclosure statement explaining Alonso & Carus Iron
Works, Inc.'s Chapter 11 plan.

The Debtor included Servimetal in its Amended Schedule F as an
unsecured creditor with a claim of $28,884.90 for steel (raw
material) products.  Notwithstanding, said amount does not include
the 1% interest to which Servimetal is entitled to as per the terms
of the invoices.

On July 15, 2015, Servimetal filed its proof of claim in an amount
of $29,737, which includes the aforementioned interest.

According to Servimetal, the Debtor's Disclosure Statement does not
provide the correct amount for Servimetal's claim.  The amount
disclosed by the Debtor, which was the same disclosed in Amended
Schedule F, does not include the interest to which Servimetal is
entitled.

Attorneys for Servimetal:

         FERRAIUOLI LLC
         Sonia E. Colon, Esq.
         Camille N. Somoza, Esq.
         P.O. Box 195168
         San Juan, Puerto Rico 00917
         Tel: (787) 766-7000
         Fax: (787) 766-7001
         E-mail: scolon@ferraiuoli.com
                 csomoza@ferraiuoli.com

                       The Debtor's Plan

The Debtor on May 28, 2015, filed its Chapter 11 Plan of
Reorganization and explanatory Disclosure Statement.

The Plan provides for the payment in full to all creditors:

   (i) BPPR's secured claims in the amount of approximately
$11,200,000 -- the total amount outstanding under two loans BPPR
provided to the Debtor -- will be paid in full over a 300 month
period (25 years), including interest at 5.25% per annum.  The
monthly payments to BPPR will total $67,007.01 and that both loans
will have a balloon payment on June 30, 2020.  The Debtor expects
to re-negotiate the balloon payments before such date and continue
with the monthly payments as set forth above.  BPPR's claims are
impaired.

  (ii) The claims of general unsecured creditors -- the total of
which the Debtor estimates to be approximately $3,800,000 -- will
be paid in full over a 72 month period (6 years), in equal monthly
installments of $50,460, without interest.  The claims of general
unsecured creditors are impaired.

(iii) The Equity Holders will retain their shares in the
reorganized Debtor unaltered.  The interests of shareholders are
unimpaired.

                        About Alonso & Carus

Alonso & Carus Iron Works, Inc., sought Chapter 11 protection
(Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on
March 27, 2015.  The case is assigned to Judge Enrique S. Lamoutte
Inclan.

The Catano, Puerto Rico-based debtor has filed schedules of assets
and liabilities, disclosing $23,028,113 in total assets and
$14,919,146 in total debt.

The Debtor on the Petition Date filed applications to employ
Charles A Curpill, PSC Law office, as counsel; and CPA Luis R.
Carrasquillo & Co, PSC as financial consultant.

The Official Committee of Unsecured Creditors in the Chapter 11
case tapped Glassratner Advisory & Capital Group, LLC, as financial
advisors effective as of July 15, 2015.


ALPHA NATURAL: Parties Balk at Bid for Official Equity Committee
----------------------------------------------------------------
BankruptcyData reported that multiple parties -- including Alpha
Natural Resources, its official committee of unsecured creditors,
Citibank & Citicorp North America and the U.S. Trustee assigned to
the case -- filed with the U.S. Bankruptcy Court separate
objections to the motion of certain equity security holders seeking
appointment of an official committee of equity security holders.  

The U.S. Trustee argues, "By any realistic measurement, Alpha
Natural Resources and its affiliated debtors are hopelessly
insolvent and there is no realistic possibility for the recovery of
equity holders in these cases. Since reaching $45 a share in 2011,
Alpha's share prices have dropped to a current value of around
$0.34 a share.  In the months leading up to this bankruptcy, the
stock prices traded so low that the company was involuntarily
delisted from the New York Stock Exchange….All of this is, of
course, occurring in a context in which the coal industry is
suffering unprecedented losses and reduction and in which coal
prices continue to plummet as demand shrinks and the expenses
associated with production skyrocket.

Based on all of these facts, the United State Trustee -- the person
Congress has charged in the first instance with making the decision
as to the appropriateness of an Equity Committee -- properly
exercised her discretion to decline to further burden the creditors
and the estate with the expenses of such a committee.  Despite
this, a group of nine shareholders (the 'Requesting Shareholders'),
holding approximately 1% of Alpha's outstanding equity, has
requested that the Court further deplete Alpha's resources to the
tune of at least $75,000 a month for yet another set of
professionals just to 'monitor and stay abreast of developments in
these cases' and even more if they choose to participate in the
cases in any meaningful way."

                  About Alpha Natural Resources

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

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

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

Judge Kevin R. Huennekens presides over the case.

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

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

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.  Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.


ALPHA NATURAL: Trustee Says Equity Committee for Alpha A Pointless
------------------------------------------------------------------
Cara Salvatore at Bankruptcy Law360 reported bankrupt mining
conglomerate Alpha Natural Resources Inc.'s equity holders
shouldn't get an official committee in the company's bankruptcy,
the U.S. trustee in the case said on Dec. 10, 2015, arguing that
there is "no realistic possibility" they'll get any money back.

In a filing on Dec. 10, in Virginia bankruptcy court, U.S. Trustee
Judy Robbins said that equity security holders are wiped out for
good and wouldn't be helped by having a voice through the mechanism
of an official committee.

                  About Alpha Natural Resources

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

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

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

Judge Kevin R. Huennekens presides over the case.

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

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

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors.  Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.


AMERICAN EAGLE: Oil Prices Raise Going Concern Doubt for AMZGQ
--------------------------------------------------------------
American Eagle Energy Corporation (OTCMKTS: AMZGQ) incurred a net
loss of $59,239,000 for the three month-period ended September 30,
2015, compared to a net loss of $8,738,000 for the same period in
2014.  At September 30, 2015, the company's total liabilities
exceeded its total assets by approximately $154.8 million.  The
company had total assets of $53,698,000 and total liabilities of
$208,505,000 as of September 30, 2015.

"The sharp decline in oil prices that occurred during the latter
part of 2014, and the continued depressed pricing, has materially
reduced the revenues that were generated from the sale of our oil
and gas production volumes during that period, which, in turn,
negatively affected our working capital balance and resulted in
write-downs of our oil and gas properties totaling approximately
$168.7 million during 2015," Bradley M. Colby, president and chief
executive officer of the company, said in a regulatory filing with
the U.S. Securities and Exchange Commission on November 10, 2015.

"The potential for future oil prices to remain at their current
price levels for an extended period of time raises substantial
doubt regarding our ability to continue as a going concern."

As a result of falling oil prices and decline in its oil and gas
production, the company generated approximately $10.2 million of
negative cash flow from its operations for the nine-month period
ended September 30, 2015.

In addition, the company is in default under the terms of the
Indenture related to its outstanding Bonds, as a result of paying
only a portion of the interest that was due on the Bonds as of
March 31, 2015, as well as the failure to meet or maintain a number
of financial ratios required by the Bond Indenture, according to
Mr. Colby.

"Our Bonds, which mature on September 1, 2019," Mr. Colby
explained, "carry an annual interest rate of 11% and are secured by
first lien positions in substantially all of our assets, although
possibly subordinate to certain statutory liens in favor of certain
providers of services to us.  Until our Senior Credit Facility was
terminated, our Bonds were secured by second lien positions in
substantially all of our assets. Interest related to the Bonds is
payable in arrears on March 1st and September 1st of each year
until the Bonds mature...We elected to defer the payment of
approximately $9.8 million of interest on our Bonds that was due on
March 2, 2015. The terms of the Bond Indenture provide for a 30-day
cure period, during which the interest payment could have been made
without the late payment constituting an event of default.  We did
not pay the interest due on the Bonds prior to the end of the
30-day grace period.  The failure to pay the full amount of
interest that was due on the bonds as of March 31, 2015 constitutes
an event of default under the terms of the Bond Indenture.  On
April 2, 2015, we entered into a Forbearance Agreement with the Ad
Hoc Group and, pursuant to its terms, we paid $4.0 million of the
interest that was due on the Bonds as of March 1, 2015.  The
Forbearance Agreement was scheduled to expire on May 15, 2015.
However, we filed voluntary petitions for reorganization relief
prior to the expiration of the forbearance period."

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/zkp4o73

Based in Littleton, Colorado, American Eagle Energy Corporation
(OTCMKTS: AMZGQ) has been engaged in exploration and production
activities in the northern United States, as well as southern
Saskatchewan, Canada.  As of June 30, 2015, the company was engaged
in exploration and production activities in the northwest portion
of Divide development of it Spyglass Area, which generated 100% of
its revenue during the nine months ended September 30, 2015, and
represents 100% of its estimated remaining proved reserves as of
September 30, 2015.



ANNA'S LINENS: Transplace Texas Granted $1MM Secured Claim
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Anna's Linens, Inc., and Transplace
Texas LP allowing and directing payment of secured claim.

The stipulation provides that the allowed remaining Transplace
secured claim will be $1 million.  Except for the Remaining
Transplace Secured Claim, Transplace will have no other claim
against the Debtor or the estate, including no administrative
priority claim or other claim arising out of the Stored Goods and
the Debtor and the estate will have no claim against Transplace.
The Debtor will pay Transplace $1 million from the Possessory Lien
Reserve in full and complete satisfaction of the Remaining
Transplace Secured Claim.  

                       About Anna's Linens

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

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

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

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


ANTIGUA CANTINA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Antigua Cantina & Grill, Inc.
        100 Cashman Circle
        Sacramento, CA 95835

Case No.: 15-29600

Chapter 11 Petition Date: December 14, 2015

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

Judge: Hon. Michael S. McManus

Debtor's Counsel: Noel Knight, Esq.
                  LAW OFFICES OF NOEL KNIGHT
                  710 W. 18th Street, Suite 2
                  Merced, CA 95340
                  Tel: 510-435-9210
                  Email: lawknight@hotmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Felipe Olvera, Jr., president.

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


ARCHROCK INC: S&P Affirms 'BB-' CCR Then Withdraws Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Houston-based energy company Archrock
Inc. (formerly Exterran Holdings Inc.) after the company redeemed
the entire amount of its $350 million 7.25% senior notes due 2018.
S&P subsequently withdrew all of its debt ratings on the company at
the company's request.


ATLANTIC & PACIFIC: Kam Food Buys Brooklyn Assets for $3-Mil.
-------------------------------------------------------------
An affiliate of Great Atlantic & Pacific Tea Company Inc. has sold
its retail store in New York to Kam Food Stores Inc.

Kam Food made a $3 million offer for the store located at 2185
Coyle Street, Brooklyn.  A&P Real Property LLC runs the store under
the Food Basics name.

The companies signed the deal following a court-supervised auction
in October where Kam Food's $3 million offer was selected as the
winning bid.

The sale was approved by Judge Robert Drain of the U.S. Bankruptcy
Court for the Southern District of New York.  A copy of the court
order is available for free at http://is.gd/xM9RYz

A&P is still awaiting court approval for a separate agreement it
made with Kam Food, which calls for the sale of two New York stores
for $500,000.

The stores are located in Tottenville and Staten Island.  A&P runs
the stores under the Waldbaums and Pathmark names.  

       About The Great Atlantic & Pacific Tea Company, Inc.

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

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

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

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

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

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


ATLANTIC & PACIFIC: PSK Buys 2 NY Stores for $19.4-Mil.
-------------------------------------------------------
Great Atlantic & Pacific Tea Company, Inc. has sold two stores in
New York to PSK Supermarkets Inc.

PSK Supermarkets made a $19.4 million cash offer to purchase the
stores located at 300 West 145th Street and at 245 Route 25A, Rocky
Point, in New York.  

Great Atlantic operates the stores under the Pathmark and Waldbaums
names.

PSK Supermarkets' $19.4 million offer was selected as the winning
bid at a court-supervised auction held in October.  Aside from the
cash offer, PSK Supermarkets will also assume certain liabilities
of the company, according to court filings.  

The sale was approved by Judge Robert Drain of the U.S. Bankruptcy
Court for the Southern District of New York.  A copy of the court
order is available without charge at http://is.gd/pYwwWW

Carver Federal Savings Bank had earlier opposed the sale.  The
bank, which operates a branch at the Pathmark store, opposed any
move to reject its license agreement with Great Atlantic's
affiliate in connection with the sale.

       About The Great Atlantic & Pacific Tea Company, Inc.

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

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

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

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

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

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


BERNARD L. MADOFF: Sixth Distribution to Claim Holders Commences
----------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), said that the sixth pro rata interim distribution of
recoveries from the Customer Fund to eligible BLMIS customers
commenced on, Friday, December 4, 2015.

In the sixth interim distribution, the SIPA Trustee will distribute
approximately $1.19 billion on a pro rata basis to BLMIS account
holders with allowed claims, bringing the total amount distributed
to eligible claimants to more than $9.16 billion, including $833
million in committed advances from the Securities Investor
Protection Corporation (SIPC).

SIPC President and CEO Stephen P. Harbeck said, "This is another
major milestone in this massive recovery effort.  I commend Mr.
Picard, his chief counsel David J. Sheehan, and their global team
for their tireless efforts.  We look forward to the Trustee’s
next announcement of additional distributions at the earliest
possible time."

The sixth distribution will be paid to record holders of allowed
claims as of November 18, 2015 on claims relating to 1,071 BLMIS
accounts.  Claimants will receive 8.262 percent of the allowed
claim amount of each account, unless the claim is fully satisfied.

The average payment in the sixth distribution will total
approximately $1.11 million.  The smallest payment is approximately
$1,298.00 and the largest payment is approximately $202 million.

Currently, the SIPA Trustee has allowed 2,579 claims related to
2,238 BLMIS accounts.  Of these accounts, 1,269 accounts with
allowed claims up to $1,163,087.00 will be fully satisfied as of
this sixth interim distribution.  When combined with the five prior
interim distributions, the sixth distribution will satisfy up to
57.064 percent of each customer’s allowed claim unless the
account is fully satisfied.

The sixth distribution comprises funds derived from the release of
time-based damages reserves held under a September 2012 Bankruptcy
Court order as well as more than $359 million in settlements and
new recoveries that have been secured since the fifth
distribution.

To date, the SIPA Trustee has recovered or reached agreements to
recover more than $10.91 billion since his appointment in December
2008.  These recoveries exceed similar efforts related to prior
Ponzi scheme recoveries, in terms of dollar value and percentage of
stolen funds recovered.  Ultimately, 100 percent of the SIPA
Trustee’s recoveries will be allocated to the Customer Fund for
distribution to BLMIS customers with allowed claims.

Prior distributions by the SIPA Trustee to BLMIS accounts with
allowed claims are as follows:

   * The first pro rata interim distribution, which commenced on
October 5, 2011, has distributed approximately $676.6 million,
representing 4.602 percent of the allowed claim amount of each
individual account, unless the claim was fully satisfied.

   * The second pro rata interim distribution, which commenced on
September 19, 2012, has distributed approximately $4.915 billion,
representing 33.556 percent of the allowed claim amount of each
individual account, unless the claim was fully satisfied.

   * The third pro rata interim distribution, which commenced on
March 29, 2013, has distributed approximately $687.4 million,
representing 4.721 percent of the allowed claim amount of each
individual account, unless the claim was fully satisfied.

   * The fourth pro rata interim distribution, which commenced on
May 5, 2014, has distributed approximately $462.2 million,
representing 3.180 percent of each individual account, unless the
claim was fully satisfied.

   * The fifth pro rata interim distribution, which commenced on
February 6, 2015, has distributed approximately $398.3 million,
representing 2.743 percent of each individual account, unless the
claim is fully satisfied.

Messrs. Harbeck, Picard and Sheehan thank BakerHostetler Partner
Seanna Brown and Associate Heather Wlodek, who worked on the sixth
pro rata interim distribution and its related filings, as well as
the law firms of BakerHostetler and Windels Marx, and all of the
attorneys and professionals whose work has led to the distribution.
They would also like to thank Vineet Sehgal and his colleagues at
AlixPartners, as well as Josephine Wang, Kevin Bell and their
colleagues at SIPC, for their ongoing work and participation on the
distribution and the ongoing Madoff Recovery Initiative.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against  Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).  The Chapter 15 case was later
transferred to Manhattan.  In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of the end
of May 2015, the SIPA Trustee has recovered more than $10.699
billion and has distributed approximately $7.576 billion.  When
additional settlements awaiting distribution are taken into
account, the recovery in the Madoff liquidation proceeding totals
$10.734 billion.


BIOMEDNANOTECH INC: Case Summary & 13 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: BioMedNanoTech, Inc.
        3214 Charles B. Root Wynd, Suite 213-B
        Raleigh, NC 27612

Case No.: 15-06728

Chapter 11 Petition Date: December 14, 2015

Court: United States Bankruptcy Court
       Eastern District of North Carolina
      (Raleigh Division)

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  Email: efile@stubbsperdue.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Md. Zakir Hossain, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb15-06728.pdf


BOOMERANG SYSTEMS: Wants Until April 14, 2016 to Propose Plan
-------------------------------------------------------------
Bankruptcy Law360 reported that Boomerang Systems filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including April 14, 2016, and
June 13, 2016, respectively.

The motion explains, "By granting the requested extension, the
Debtors will have time to finalize a comprehensive and consensual
plan of liquidation that will benefit all creditors.  Conversely,
termination of the Exclusive Periods could lead to the filing of
multiple plans and a contentious conformation process resulting in
increased administrative expenses and consequently diminishing
returns to the Debtors' creditors.  Moreover, it could
significantly delay, if not completely undermine, the Debtors'
ability to confirm any plan at all.  Courts in this and other
districts have granted similar or longer extensions of the
Exclusive Periods in order to provide debtors with an adequate
opportunity to develop a plan of reorganization."

The Court scheduled a Jan. 19, 2016 hearing to consider the
extension motion, with objections due by Dec. 30, 2015.

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(OTCMKTS: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

As of March 31, 2015, the Company had $6 million in total assets,
$19.5 million in total liabilities, and a $13.5 million total
stockholders' deficit.

Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.

The Company has engaged the law firms of Togut, Segal & Segal LLP
as general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent.  In addition, the Company has retained the law
firm
Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.

The Company's official committee of unsecured creditors is composed
of three members: AV Excellence LLC, Xaplos Inc. and Quay
Consulting.  On Nov. 18, 2015, Quay Consulting replaced HERE
Lawrence Property Owner LLC, which was appointed by the Office of
the U.S. Trustee on Sept. 3, 2015.


BOOMERANG TUBE: Talks to Lenders After Plan Rejected
----------------------------------------------------
Steven Church, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Boomerang Tube LLC, which makes products for oil and
gas drillers, needs more time to negotiate with senior lenders
about rewriting reorganization plan so it can again seek court
approval to exit bankruptcy.

According to the report, a Boomerang lawyer told a judge in
Wilmington, Delaware, that negotiations will start again after
stalling.  The judge gave the company and senior lenders until Dec.
16 to seek a new deal, the report said.  The lawyer for senior
lenders says they may be better off liquidating the company because
the price of oil is so low, the report added.

To recall, Reuters reported that Bankruptcy Judge Mary Walrath has
rejected Boomerang Tube's Chapter 11 plan, siding with the
Company's unsecured creditors.  Judge Walrath, according to
Reuters, said that the parties to start talks for a new plan to
replace the one she rejected, which would have reduced the
Company's debt by more than $200 million.

                     About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

                          *     *     *

Boomerang Tube secured approval of its Amended Disclosure
Statement in support of its Prearranged Chapter 11 Plan.

Judge Mary F. Walrath on Sept. 21, 2015, began the hearing to
consider confirmation of the Debtors' Amended Joint Prearranged
Chapter 11 Plan filed Sept. 4, 2015.  The Debtors anticipate that
the confirmation hearing will take multiple days over a few weeks,
given the Court's and parties' calendars.


BOWLES SUB PARCEL C: Postpetition Default Interest Award Affirmed
-----------------------------------------------------------------
Judge David S. Doty of the U.S. District Court for the District of
Minnesota affirmed a final judgment by the bankruptcy court in the
Chapter 11 cases of Bowles Sub Parcel C, LLC and Fenton Sub Parcel
C, LLC, awarding postpetition default interest in favor of the
lender as set forth in the parties' underlying loan documents.

In April 2004, the debtors Bowles Sub Parcel C, LLC and Fenton Sub
Parcel C, LLC executed a promissory note with Wells Fargo Bank,
N.A. (the "Trust") to secure a loan in the amount of $15,654,000.
The Debtors defaulted on the note in April 2012 which resulted in
the acceleration of the loan maturity date.  The note provided for
interest at a rate of 5.04%, plus default interest at 5%.

On March 4, 2013, U.S. Bankruptcy Judge Kathleen H. Sanburg allowed
the Trust's prepetition claim in the amount of $13,852,204.  On
Oct. 1, 2013, the Trust filed an application for postpetition
additions to its secured claim, which included postpetition default
interest in the amount of $660,503.  On May 30, 2014, the
bankruptcy court allowed the full amount of postpetition default
interest, in addition to other expenses and costs.  The Debtors
appealed, arguing that, as applied postpetition, the default
interest provision is unenforceable.

Judge Doty agreed with the bankruptcy court in determining that the
contract rate for default interest is presumed to be allowable.
The judge concluded that the Debtors failed to rebut this
presumption as they were unable to establish that the default rate
is unenforceable under state law or that equitable considerations
demand that the default rate not be applied.

The case is In The Matters Of Bowles Sub Parcel C, LLC, Appellants,
v. Wells Fargo Bank, N.A., as Trustee, Appellee. Fenton Sub Parcel
C, LLC, Appellants, v. Wells Fargo Bank, N.A., as Trustee,
Appellee, CIVIL NOS. 14-2884 (DSD), 14-2894 (DSD) (D. Minn.).
A full-text copy of Judge Doty's Nov. 25, 2015 order is available
at http://is.gd/Nvnyabfrom Leagle.com.  

Bowles Sub Parcel C, LLC is represented by:

          Ralph V. Mitchell, Jr., Esq.
          LAPP LIBRA THOMSON STOEBNER & PUSCH, CHARTERED
          120 South 6th Street, Suite 2500
          Minneapolis, MN 55402
          Tel: (612) 338-5815
          Fax: (612) 338-6651
          E-mail: rmitchell@lapplibra.com

Wells Fargo Bank is represented by:

          Christopher A. Camardello, Esq.
          Michael A. Rosow, Esq.
          WINTHROP & WEINSTINE, PA
          Capella Tower Suite 3500
          225 South Sixth Street
          Minneapolis, MN 55402-4629
          Tel: (612) 604-6400
          Fax: (612) 604-6800
          E-mail: ccamardello@winthrop.com
                 mrosow@winthrop.com

                  - and -

          Frederick W.H. Carter, Esq.
          Gregory A. Cross, Esq.
          VENABLE LLP
          750 E. Pratt Street Suite 900
          Baltimore, MD 21202
          Tel: (410) 244-7400
          Fax: (410) 244-7742
          E-mail: fwcarter@venable.com
                  gacross@venable.com


BROOKLYN NAVY: S&P Raises Rating on $100MM Sr. Sec. Bonds to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue rating
on U.S. electricity and steam producer Brooklyn Navy Yard
Cogeneration Partners L.P.'s (BNYCP) $100 million taxable senior
secured bonds due 2020 to 'B-' from 'CCC'.  The recovery rating is
unchanged at '4', indicating S&P's anticipation of an average
(higher half of the 30% to 50% range) recovery of principal in a
payment default scenario.  The outlook is stable.

BNYCP is a 220 megawatt (MW) to 300 MW gas- and oil-fired
cogeneration facility in Brooklyn, N.Y., which can produce up to 1
million pounds of steam per hour.  It receives stable revenue from
a power purchase agreement to provide low-cost electricity and
steam to a highly rated offtaker, Consolidated Edison Co. of New
York Inc. (Con Edison), under a long-term contract through 2036.
EIF United States Power Fund IV L.P. owns the project.

The stable outlook reflects S&P's base-case forecast that the
project will generate stable cash flow to produce a DSCR of about
1x to 1.15x in the near-to-medium term and that the project's
rating is capped by the sponsor's credit quality.



BRUCE BERNARD NOLTE: MT Technology's $8.84MM Claim Disallowed
-------------------------------------------------------------
Judge Kevin R. Huennekens of the United States Bankruptcy Court for
the Eastern Division of Virginia, Richmond Division, ruled that MT
Technology Enterprise LLC's proof of claim must be disallowed in
its entirety and that Bruce Bernard Nolte's liability on MT's proof
of claim can be discharged in the Chapter 11 bankruptcy case.

MT initiated an adversary proceeding seeking to have its
$8,843,411.80 claim asserted against Nolte declared
non-dischargeable under Section 523(a)(6) of the Bankruptcy Code.


MT's dischargeability complaint arose out of state court litigation
that preceded Nolte's bankruptcy case.  MT sought summary judgment
on the grounds that the doctrine of collateral estoppel precluded
Nolte from relitigating the dischargeability issue in the
bankruptcy court because Nolte had already been found liable under
the Virginia business conspiracy statute in the state court
litigation.

Judge Huennekens, however, found that MT has not shown that it was
damaged as a result of the liability established by the state court
litigation.  The judge held that the allowed amount of MT's proof
of claim is zero and as such, the said proof of claim was
disallowed in its entirety.

Further, Judge Huennekens also held that Nolte's liability on MT's
proof of claim can be discharged in Nolte's Chapter 11 bankruptcy
case as MT has not prove the elements necessary to find the claim
nondischargeable under Section 523(a)(6) of the bankruptcy code.

The case is In re: BRUCE BERNARD NOLTE, Chapter 11, Debtor. MT
TECHNOLOGY ENTERPRISES, LLC and RONALD D. TRICE, Plaintiffs, v.
BRUCE BERNARD NOLTE, Defendant, CASE NO. 14-36676-KRH, APN 15-03130
(Bankr. E.D. Va.).

A full-text copy of Judge Huennekens' November 25, 2015 memorandum
opinion is available at http://is.gd/6YBOXzfrom Leagle.com.

MT Technology Enterprises, LLC is represented by:

          Jonathan Michael Arthur, Esq.
          THOMAS H. ROBERTS AND ASSOCIATES, P.C.
          105 S 1st Street
          Richmond, VA 23219
          Tel: (804) 783-2000
          Fax: (804) 783-2105

            -- and --

          Franklin Desean McFadden Jr., Esq.
          HULL STREET LAW
          1010 Hull Street
          Richmond, VA 23224
          Tel: (804) 230-4200
          Fax: (804) 230-4100

Bruce Bernard Nolte is represented by:

          Paula S. Beran, Esq.
          David N. Tabakin, Esq.
          Lynn L. Tavenner, Esq.
          TAVENNER & BERAN, PLC
          20 North Eigth Street Second Floor
          Richmond, VA 23219
          Tel: (804) 783-8300
          Fax: (804) 783-0178
          Email: pberan@tb-lawfirm.com
                  ltavenner@tb-lawfirm.com

                 About Bruce Bernard Nolte

Bruce Bernard Nolte filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 14-36676) on December
16, 2014.  He filed his schedules, including Schedule C, Property
Claimed as Exempt, on December 29, 2014.  He filed an Amended
Schedule C on January 29, 2015.


BUDD COMPANY: Eyes March 2016 Confirmation of Plan
--------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, will convene a
hearing on Dec. 18, 2015, at 1:30 p.m., Central Time, to consider
approval of the disclosure statement explaining the Budd Company's
First Amended Chapter 11 Plan.

Objections to the approval of the First Amended Disclosure
Statement are due Dec. 11, 2015.

On Nov. 19, 2015, the Debtor filed its First Amended Chapter 11
Plan and corresponding Disclosure Statement.

The Debtor proposes these key dates and deadlines in connection
with the approval of the First Amended Disclosure Statement and
First Amended Plan:

       Event                            Proposed Dates
       -----                            --------------
   Disclosure Statement Hearing         Dec. 18, 2015
   Voting Record Date                   Dec. 18, 2015
   Solicitation Deadline                Dec. 30, 2015
   Voting Deadline                      Jan. 27, 2016
   Voting Report Filing Deadline        Feb. 5, 2016
   Plan Objection Deadline              Feb. 15, 2016
   Deadline to File Response to
       Plan Objections                  Feb. 29, 2016
   Confirmation Hearing Date          As permitted by the Court

                           *     *     *

Judge Jack B. Schmetterer on Nov. 23, 2015, entered an order on the
Debtor's draft disclosure statement.  A copy of the order is
available for free at:

    http://bankrupt.com/misc/Budd_Co_1244_Order_Draft_DS.pdf

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.

                           *     *     *

The Budd Company's Chapter 11 plan proposes to pay off claims from
cash on hand and the proceeds of a settlement with parent
ThyssenKrupp North America, Inc. ("TKNA").  Unsecured creditors are
expected to recover 67 cents on the dollar.



BUDD COMPANY: Finalizes Deal with TKNA; Unsecureds to Recover 67%
-----------------------------------------------------------------
Former automotive parts supplier The Budd Company, Inc., has
updated its proposed Chapter 11 plan and disclosure statement to
incorporate terms of a settlement with parent ThyssenKrupp North
America, Inc. ("TKNA") and to provide that unsecured creditors are
expected to recover 67 cents on the dollar.

As of Oct. 31, 2015, the Debtor had approximately $293 million in
cash.  In addition, the Debtor believes that it holds claims and
causes of action against TKNA and other parties that have
substantial value.  To monetize the Debtor's largest causes of
action, the Plan seeks approval of the TKNA Settlement Agreement,
which provides for, among other things, the following:

   1. TKNA will pay on behalf of the Debtor directly to the UAW
VEBA for the benefit of the UAW Retirees $285 million Cash, subject
to adjustment as set forth in the TKNA Settlement Agreement.

   2. If the Confirmation Order includes the Waupaca Claims
Release, then TKNA will pay on behalf of the Debtor directly to the
UAW VEBA for the benefit of the UAW Retirees an additional $35
million Cash, subject to adjustment as set forth in the TKNA
Settlement Agreement.  If the Confirmation Order does not include
the Waupaca Claims Release, then the Independent Fiduciary shall
have authority to prosecute claims against KPS (defined below) for
the sole benefit of the UAW Retirees.

   3. TKNA will pay on behalf of the Debtor directly to the E&A
VEBA for the benefit of the E&A Retirees $15 million Cash, subject
to upward adjustment as set forth in the TKNA Settlement
Agreement.

   4. The Cash contributed by TKNA, as well as what is projected to
be more than $250 million of the Debtor's Effective Date Cash, will
fund the Debtor's Retiree Benefits obligations as modified by the
Plan.

   5. TKNA will issue the Letter of Credit in an amount not less
than $35 million, which Letter of Credit will secure TKNA's payment
obligations to the UAW VEBA.

   6. TKNA will assume the Pension Plans (which means that the
ERISA Pension Plans and the SERP would remain in effect without
change).  This assumption will have the effect of eliminating the
claims filed by the PBGC, asserting liability well over
$100 million.

   7. TKNA affirms that it is solely responsible for the Debtor's
Workers Compensation Claims.

   8. TKNA will assume financial responsibility for Claim number
521 Filed by Waupaca Foundry, Inc. in the Chapter 11 Case.

   9. TKNA will continue to provide administrative services to the
Debtor under the terms of the Amended Services Agreement (which is
attached to the TKNA Settlement Agreement).

  10. TKNA and the other Affiliates will waive and release all of
their respective Claims and potential Claims against the Debtor,
which Claims TKNA asserts may be worth hundreds of millions of
dollars, if not more, subject to TKNA's reserved setoff rights as
set forth in the TKNA Settlement Agreement.

  11. TKNA will continue to own the Equity Interests of the
Debtor.

  12. TKNA will appoint an Independent Fiduciary acceptable to the
UAW, who will be responsible for enforcing the TKNA Settlement
Agreement and will oversee contributions to the Retiree VEBAs
pursuant to the Plan.

  13. The UAW VEBA and the E&A VEBA are third party beneficiaries
of the TKNA Settlement Agreement and have authority to enforce the
TKNA Settlement Agreement.

In exchange for the benefits to be received by the Debtor and its
creditors, the Debtor would release TKNA, other Affiliates, Clark
Hill, and the officers, directors, and other agents of the
foregoing from all potential claims and Causes of Action, including
the Causes of Action related to the Debtor's Actual Tax Sharing
Agreement and the Waupaca transaction.

Pursuant to the Plan, holders of non-priority tax claims (Class 1)
and secured claims (Class 2) are expected to have a 100% recovery.
The approximately 4,000 holders of UAW retiree benefit claims owed
an estimated $830.5 million (Class 3) and the 1,000 holders of E&A
retiree benefit claims owed $101.5 million (Class 4) will be paid
from cash on hand and proceeds of causes of action.  As to asbestos
claims (Class 5), allowed insured asbestos claims will have an
estimated recovery of 67 percent, net of applicable insurance, with
payment from insurance policies and an asbestos insured claim fund
created by the Debtor and the allowed uninsured claims will be made
solely from an uninsured asbestos claim fund.  Holders of 11
general unsecured claims totaling $5 million (Class 6) will receive
cash equal to the amount of 67% of the allowed amount of their
claims.  The 78 holders of claims assumed by TKNA in the aggregate
amount of $228 million (Class 7) will have a 100 percent recovery.
As for the equity interests (Class 8), TKNA will retain 100% of the
equity interests in the Debtor in accordance with the TKNA
Settlement Agreement.

A copy of the First Amended Disclosure Statement dated Nov. 19,
2015, is available for free at:

        http://bankrupt.com/misc/Budd_Co_1229_Am_DS.pdf

Counsel to The Budd Company:

         Jeff J. Marwil, Esq.
         Jeremy T. Stillings, Esq.
         Brandon W. Levitan, Esq.
         PROSKAUER ROSE LLP
         70 W. Madison St.
         Chicago, IL 60602-4342
         Telephone: (312) 962-3550
         Facsimile: (312) 962-3551

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to
approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.



BUDD COMPANY: Insurers Await Second Amended Ch. 11 Plan
-------------------------------------------------------
Insurers Liberty Mutual Insurance Company, et al., filed an
objection and reservation of right to object to the Disclosure
Statement for First Amended Chapter 11 Plan for The Budd Company,
Inc. dated November 19, 2015.

The Insurers say they have been advised that the Debtor will
shortly file a Second Amended Chapter 11 Plan for The Budd Company
(the "Revised Plan") and a revised Disclosure Statement describing
that plan.  However, the Insurers have not yet received those
documents.  Thus, the Insurers have not had opportunity to analyze
the Revised Plan or the revised Disclosure Statement to comment
responsibly on these documents.  Accordingly, the Insurers filed
the Objection and Reservation to preserve their rights to object to
the Disclosure Statement and to comment thereon at the hearing on
December 18, 2015.

Liberty Mutual Insurance Company's attorneys:

         Robert B. Millner, Esq.
         Geoffrey M. Miller, Esq.
         DENTONS US LLP
         233 South Wacker Dr., Suite 5900
         Chicago, Illinois 60606
         Telephone: (312) 876-8000
         Facsimile: (312) 876-7934
         E-mail: robert.millner@dentons.com
                 geoffrey.miller@dentons.com

         John C. Sullivan, Esq.
         CHRISTIE SULLIVAN & YOUNG PC
         1880 John F. Kennedy Boulevard, 10th Fl.
         Philadelphia, PA 19103
         Telephone: (215) 587-1687
         Facsimile: (215) 587-1699
         E-mail: jsullivan@christiesullivanyoung.com

Pacific Employers Insurance Company, Century Indemnity Company and
Central National Insurance Company of Omaha's attorneys:

         Stephen C. Ascher
         COHN BAUGHMAN & MARTIN
         333 West Wacker Drive, suite 900
         Chicago, IL 60606
         Telephone: (312) 753-6602
         Facsimile: (312) 753-6601
         E-mail: Stephen.Ascher@mclolaw.com

         Tancred Schiavoni, Esq.
         O'MELVENY & MYERS LLP
         Times Square Tower
         7 Times Square
         New York, New York 10036
         Telephone: (212) 326-2000
         Facsimile: (212) 326-2061
         E-mail: tschiavoni@omm.com

         Michael S. Neumeister, Esq.
         O'MELVENY & MYERS LLP
         400 South Hope Street
         Los Angeles, California 90071
         Telephone: (213) 430-6000
         Facsimile: (213) 430-6407
         E-mail: mneumeister@omm.com

AllState Insurance Company's attorneys:

         Brad A. Berish, Esq.
         ADELMAN & GETTLEMAN, LTD.
         53 W. Jackson Blvd., Suite 1050
         Chicago, Illinois 60604
         Telephone: (312) 435-1050
         Facsimile: (312) 435-1059
         E-mail: bberish@ag-ltd.com

Arrowood Indemnity Company's attorneys:

         Michael J. McNaughton, Esq.
         SEDGWICK LLP
         One North Wacker Dr., Ste 4200
         Chicago, Illinois
         Telephone: (312)-641-9050
         E-mail: michael.mcnaughton@sedgwicklaw.com

American Empire Surplus Lines Insurance Company's attorneys:

         Ernesto R. Palomo, Esq.
         LOCKE LORD LLP
         111 South Wacker Drive
         Chicago, Illinois 60606
         Telephone: (312) 443-0477 (E.R. Palomo)
         E-mail: epalomo@lockelord.com

Attorneys to: Sentry Insurance A Mutual Company, as assumptive
reinsurer of Great Southwest Fire Insurance Company:

         Jessica M. Zeratsky, Esq.
         Heidi L. Vogt, Esq.
         VON BRIESEN & ROPER, s.c.
         411 East Wisconsin Ave., Suite 1000
         Milwaukee, Wisconsin 53202
         Telephone: (414) 287-1562
         E-mail: jzeratsk@vonbriesen.com
                 hvogt@vonbriesen.com

Nationwide Indemnity Company on behalf of Employers Insurance
Company of Wausau's attorneys:

         Coyette Holley, Esq.
         Managing Counsel
         Nationwide Indemnity Company
         500 North Third Street, 6th Fl.
         Wausau, WI 54403
         E-mail: holleyk1@nationwide.com

Government Employees Insurance Company a/k/a Geico's attorneys:

         Michael Lotus, Esq.
         DAVID CHRISTIAN ATTORNEYS LLC
         105 W. Madison St., Suite 1400
         Chicago, IL 60602
         Tel: 312-273-1806
         E-mail: mlotus@davidchristianattorneys.com

         David Christian
         DAVID CHRISTIAN ATTORNEYS LLC
         3515 W. 75th St., Suite 208
         Prairie Village, KS 66208
         Tel: 913-674-8215
         E-mail: dchristian@davidchristianattorneys.com

Berkshire Hathaway Specialty Insurance Company f/k/a Stonewall
Insurance Company's attorneys:

         Michael Lotus, Esq.
         DAVID CHRISTIAN ATTORNEYS LLC
         105 W. Madison St., Suite 1400
         Chicago, IL 60602
         Tel: 312-273-1806
         E-mail: mlotus@davidchristianattorneys.com

         David Christian, Esq.
         DAVID CHRISTIAN ATTORNEYS LLC
         3515 W. 75th St., Suite 208
         Prairie Village, KS 66208
         Tel: 913-674-8215
         E-mail: dchristian@davidchristianattorneys.com

First State Insurance Company, New England Insurance
Company and New England Reinsurance Corporation's attorneys:

         Steve Jakubowski, Esq.
         ROBBINS, SALOMON & PATT, LTD.
         180 N LaSalle St., Suite 3300
         Chicago, IL 60601
         Telephone (312) 456-0191
         Facsimile: (312) 444-1028
         E-mail: sjakubowski@rsplaw.com

         James P. Ruggeri, Esq.
         Edward B. Parks II, Esq.
         SHIPMAN & GOODWIN LLP
         1133 Connecticut Avenue NW
         Third Floor - Suite A
         Washington, DC 20036-4305
         Telephone (202) 469-7750
         Facsimile: (202) 290-3056
         E-mail: jruggeri@goodwin.com
                 eparks@goodwin.com

         Craig Goldblatt, Esq.
         Nancy L. Manzer, Esq.
         WILMER CUTLER PICKERING HALE AND DORR LLP
         1875 Pennsylvania Ave., N.W.
         Washington, DC 20006
         Telephone (202) 663-6000
         Facsimile: (202) 663-6363
         E-mail: Craig.goldblatt@wilmerhale.com
                 nancy.manzer@wilmerhale.com

The Continental Insurance Company, Continental Casualty Company,
and Columbia Casualty Company's attorneys:

         Michael Lotus, Esq.
         DAVID CHRISTIAN ATTORNEYS LLC
         105 W. Madison St., Suite 1400
         Chicago, IL 60602
         Tel: 312-273-1806
         E-mail: mlotus@davidchristianattorneys.com

                  - and -

         David Christian, Esq.
         DAVID CHRISTIAN ATTORNEYS LLC
         3515 W. 75th St., Suite 208
         Prairie Village, KS 66208
         Tel: 913-674-8215
         E-mail: dchristian@davidchristianattorneys.com

American Centennial Insurance Company's attorneys:

         Michael Lotus
         DAVID CHRISTIAN ATTORNEYS LLC
         105 W. Madison St., Suite 1400
         Chicago, IL 60602
         Tel: 312-273-1806
         E-mail: mlotus@davidchristianattorneys.com

                 - and -

         David Christian
         DAVID CHRISTIAN ATTORNEYS LLC
         3515 W. 75th St., Suite 208
         Prairie Village, KS 66208
         Tel: 913-674-8215
         E-mail: dchristian@davidchristianattorneys.com

Certain Underwriters At Lloyd's, London's attorneys:

        Michael Lotus
        DAVID CHRISTIAN ATTORNEYS LLC
        105 W. Madison St., Suite 1400
        Chicago, IL 60602
        Tel: 312-273-1806
        E-mail: mlotus@davidchristianattorneys.com

                - and -

        David Christian (ARDC No. 6274704)
        DAVID CHRISTIAN ATTORNEYS LLC
        3515 W. 75th St., Suite 208
        Prairie Village, KS 66208
        Tel: 913-674-8215
        E-mail: dchristian@davidchristianattorneys.com

Bedivere Insurance Company f/k/a Onebeacon Insurance Company and
Lamorak Insurance Company f/k/a Onebeacon American Insurance
Company's attorneys:

        Michael Lotus, Esq.
        DAVID CHRISTIAN ATTORNEYS LLC
        105 W. Madison St., Suite 1400
        Chicago, IL 60602
        Tel: 312-273-1806
        E-mail: mlotus@davidchristianattorneys.com

                - and -

        David Christian, Esq.
        DAVID CHRISTIAN ATTORNEYS LLC
        3515 W. 75th St., Suite 208
        Prairie Village, KS 66208
        Tel: 913-674-8215
        E-mail: dchristian@davidchristianattorneys.com

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.

                           *     *     *

The Budd Company has filed a Chapter 11 plan that proposes to pay
off claims from cash on hand and the proceeds of a settlement with
parent ThyssenKrupp North America, Inc. ("TKNA").  Unsecured
creditors are expected to recover 67 cents on the dollar.



BUDD COMPANY: UAW Says Amended Plan Unconfirmable
-------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America (UAW) -- which serves as
the section 1114 authorized representative of the approximately
4,000 union retirees of The Budd Company, Inc. -- asks the
Bankruptcy Court to deny approval of the Debtor's motion for
approval of the First Amended Disclosure Statement on grounds that
the First Amended Plan is unconfirmable in its face.

James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP,
explains that the Plan fails to satisfy multiple threshold legal
requirements for confirmation, including, among others,

   * Sec. 1123(a)(3) (does not provide for treatment of all
impaired classes),

   * Sec. 1129(a)(10) (no impaired accepting class except through
illegal gerrymandering),

   * Sec. 1114 and 1129(a)(13) (retiree benefits not continued or
modified pursuant to Sec. 1114),

   * Sec. 1129(a)(3) (plan not proposed in good faith), Sec.
1129(a)(11) (feasibility -- no assurance TKNA will make payments
over eight years as required by Plan) and

   * Sec. 1129(b) (unable to satisfy cram down standards because
the Plan discriminates unfairly and violates the absolute priority
rule).

Mr. Bromley asserts that the Court should therefore deny the Motion
and refuse to proceed with the proposed and fatally flawed plan
process, in order to avoid the substantial cost and confusion to
the thousands of retirees who represent the overwhelming majority
of creditors in this case.  

However, according to Mr. Bromley, even if the Court were to find
that the problems with the Plan are more appropriately raised at a
confirmation hearing, the Disclosure Statement is inadequate
because it fails to provide basic information about the Plan, the
value of the claims against parent ThyssenKrupp North America, Inc.
("TKNA") and other actors that are to be released by the TKNA
Settlement Agreement (the "TKNA Settlement"), and the rationale for
approval of the TKNA Settlement on which the entire Plan is built),
including any explanation of what benefits the UAW Retirees and E&A
Retirees would receive upon confirmation or how those benefits
compare to what is currently provided.

Furthermore, the Plan, Mr. Bromley points out, incorporates the
TKNA Settlement that was agreed to by the Debtor, its controlling
shareholder and corporate insider -- TKNA -- and the Sec. 1114
authorized representative for the E&A Retirees (the "E&A
Committee").  Notwithstanding the size (both in number and
scheduled claim amount) of its constituency, the UAW was
substantially excluded from the final month of discussions that
produced the TKNA Settlement.

Mr. Bromley avers that in a naked effort to improperly gerrymander
an impaired class of creditors to permit a "cram down" of the Plan
on the UAW Retirees, the Plan provides for a significantly more
lucrative recovery (under any metric) to the E&A Retirees compared
to the UAW Retirees, who hold over 80% of the scheduled claims
against the Debtor.  Indeed, not only do the UAW Retirees receive a
percentage recovery that is much lower than the E&A Retirees, but
the Plan also saddles the UAW Retirees with all of the credit risk
associated with future payments under the TKNA Settlement, as well
as all of the risk of the depletion of cash from the Debtor's
estate, while the E&A Retirees are to be paid in cash on the
Effective Date and bear zero risk of payment.

Although the E&A Committee has agreed to certain modifications to
their benefits, the Debtor and the UAW, as the authorized Sec. 1114
representative of the UAW Retirees, have not yet agreed under Sec.
1114(e)(1)(B) to any modification of the UAW Retirees' benefits.

"Absent an agreement, such benefits cannot be modified merely by
the Plan itself, but only after full compliance with the procedural
and claim allowance provisions contained in Sec. 1114 of the
Bankruptcy Code.  Not only has that process not yet concluded, it
has barely started.  As much as the Debtor, TKNA and the E&A
Committee might wish it to be otherwise, the Plan process cannot
replace or subvert the Sec. 1114 process," Mr. Bromley tells the
Court.

The UAW's attorneys:

         Lawrence B. Friedman, Esq.
         Lindsee P. Granfield, Esq.
         James L. Bromley, Esq.
         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         One Liberty Plaza
         New York, NY 10006
         Telephone: (212) 225-2000
         Facsimile: (212) 225-3999
         E-mail: jbromley@cgsh.com

              - and -

         Scott R. Clar, Esq.
         CRANE, HEYMAN, SIMON, WELCH & CLAR
         135 South LaSalle Street, Suite 3705
         Chicago, IL 60603
         Telephone: (312) 641-6777
         Facsimile: (312) 641-7114
         E-mail: sclar@craneheyman.com

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.

                           *     *     *

The Budd Company has filed a Chapter 11 plan that proposes to pay
off claims from cash on hand and the proceeds of a settlement with
parent ThyssenKrupp North America, Inc. ("TKNA").  Unsecured
creditors are expected to recover 67 cents on the dollar.



CABALLO2015 LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Caballo2015, LLC
        6816 E Caballo DR
        Paradise Valley, AZ 85253

Case No.: 15-15659

Chapter 11 Petition Date: December 14, 2015

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

Judge: Hon. Daniel P. Collins

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  ARBOLEDA BRECHNER
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: 602-482-0123
                  Fax: 602-482-4068
                  Email: arboledac@abfirm.com

Total Assets: $1.2 million

Total Liabilities: $1.4 million

The petition was signed by Ignacio Martinez, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb15-15659.pdf


CABEL ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cabel Associates, LLC
        2893A Owego Turnipke
        Hawley, PA 18428

Case No.: 15-05314

Chapter 11 Petition Date: December 14, 2015

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Hon. John J Thomas

Debtor's Counsel: Jeffrey D Kurtzman, Esq.
                  KLEHR, HARRISON, HARVEY, BRANZBURG LLP
                  1835 Market Street, 4th Floor
                  Philadelphia, PA 19103
                  Tel: 215 569-2700
                  Fax: 215 568-6603
                  Email: jkurtzma@klehr.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Cabel, manager.

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


CAMBIUM LEARNING: S&P Raises CCR to 'B-', Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Dallas-based education solutions company
Cambium Learning Group Inc. to 'B-' from 'CCC+'.  The rating
outlook is stable.

S&P then withdrew its ratings on Cambium, including the 'B-'
corporate credit rating, at the company's request.  The withdrawals
follow Cambium's refinancing of its capital structure and the
company's release from its $140 million senior secured notes
obligation due 2017.

S&P upgraded Cambium before the rating withdrawal because the
company's new $135 million credit facility includes a $30 million
revolving credit facility, and it reduces the company's debt
balances and extends the debt maturities to 2020.  "The upgrade
reflects the company's 'adequate' liquidity, based on the new $30
million revolver, and its improved operating performance and
discretionary cash flow growth since the end of 2014," said
Standard & Poor's credit analyst Thomas Hartman.  "These factors
should alleviate the risk that significant working capital
requirements will strain the company's liquidity during the first
half of each year."

The 'B-' corporate credit rating was based on the company's
"vulnerable" business risk profile and "highly leveraged" financial
risk profile assessments.  S&P views the company's business risk
profile as "vulnerable," based on its narrow product focus, small
scale, and exposure to cyclical government funding for education,
as well as the competition from larger, better capitalized
competitors.  S&P's "highly leveraged" financial risk profile
assessment reflected the company's financial sponsor ownership and
S&P's view that its credit metrics could increase considerably in
an economic trough.

The stable rating outlook reflected S&P's view that Cambium will
continue to grow its Learning A-Z business at a double-digit
percent rate, generate stable discretionary cash flow, and maintain
"adequate" liquidity over the next 12 months.



CENTRAL CONVENTRY: Superior Court of Rhode Island Has Jurisdiction
------------------------------------------------------------------
The Superior Court of Rhode Island, KENT, SC, found that it has
limited jurisdiction over the case captioned GIRARD BOUCHARD, in
his capacity as President of the Board of Directors of the Central
Coventry Fire District, Plaintiff, v. CENTRAL COVENTRY FIRE
DISTRICT, Defendant, C.A. NO. KB-2012-1150 (R.I. Super.).  The
Superior Court also found that the Stay issued on Nov. 13, 2012,
within the Permanent Special Master's Appointment Order, is
unenforceable and thus dismissed in its entirety.

On Oct. 15, 2012, the Central Coventry Fire District's ("CCFD")
Board of Directors filed a petition for receivership with the
Superior Court of Rhode Island after CCFD defaulted on its secured
loan with Centerville Bank.  Richard J. Land, Esq., was appointed
Permanent Special Master.  Within the appointment order, the court
imposed a stay on all collection matters by CCFD's creditors,
including, among others, Centerville (the "Stay").

Subsequently, the Fiscal Stability Act ("FSA") was amended to
include "fire districts," preventing CCFD from being subject to a
state, judicial, receivership proceeding.

Upon review of the FSA, the court found that there is no indication
that the General Assembly intended either the statute or amendment
thereto to take retroactive effect.  Thus, it held that all its
orders and decisions prior to the amendment were made while it had
jurisdiction and are thus valid.

However, as to the Stay, the court found that following the
amendment, the court has no jurisdiction over the subject matter of
the Stay because the Stay was part of an order appointing a
third-party fiduciary under the receivership laws, and the court is
now prohibited from applying receivership laws to fire districts.
As such, the court held that it cannot enforce the Stay, making it
-- for all intents and purposes -- invalid.

A full-text copy of the Superior Court of Rhode Islands' Nov. 25,
2015 decision is available at http://is.gd/ZMtpyYfrom Leagle.com.


Girard Bouchard is represented by:

          William J. Conley, Jr., Esq.
          The Hay Building
          123 Dyer Street, 2nd Floor
          Providence, RI 02903
          Tel: (401) 415-9835
          E-mail: wconley@wjclaw.com

                  - and -

          David M. D'Agostino, Esq.
          42 Weybosset St Ste 5
          Providence, RI 02903-2855
          Tel: (401) 831-5400

Municipal Employees' Retirement System of Rhode Island represented
by:

          Elizabeth A. Wiens, Esq.
          420 Scrabbletown Road, Suite C
          North Kingstown, RI 02852
          Tel: (401) 294-4700
          Fax: (401) 294-4702

                  - and -

          James G. Atchison, Esq.
          1080 Main Street
          Pawtucket, RI 02860
          Tel: (401) 272-1400
          Fax: (401) 272-1403
          E-mail: jatchison@shslawfirm.com

Centreville Savings Bank represented by:

          Lisa M. Kresge, Esq.
          Thomas S. Hemmendinger, Esq.
          362 Broadway Providence, RI 02909
          Tel: (401) 453-2300
          E-mail: lkresge@brcsm.com
                  themmendinger@brcsm.com

Town of Conventry represented by:

          Peter J. Furness, Esq.
          Alden C. Harrington, Esq.
          182 Waterman Street
          Providence, RI 02906
          Tel: (401) 273-9600
          Fax: (401) 273-9605



CHARTER NEX: S&P Affirms 'B' CCR, Outlook Remains Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating and issue-level ratings on Milton,
Wis.-based Charter NEX US Holdings Inc.  The outlook remains
stable.

At the same time, S&P assigned a 'B+' issue rating and a recovery
rating of '2' to CNEX's $105 million incremental first-lien senior
secured term loan.  The '2' recovery rating indicates S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.  The senior secured credit facilities now consist
of a $50 million five-year revolving credit facility, a $270
million seven-year first-lien term loan, and the incremental $105
million seven-year first-lien term loan.

S&P also assigned a 'CCC+' issue rating and recovery rating of '6'
to CNEX's incremental $55 million second-lien term loan.  The '6'
recovery rating indicates S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

"The stable outlook reflects our expectation that the company will
restore adjusted debt to EBITDA to 5x to 6.5x by the end of 2016,"
said Standard & Poor's credit analyst Henry Fukuchi.  "We expect
that the high EBITDA margins, good cash flow generation, and EBITDA
contribution from the acquisition should be supportive of reaching
the adjusted debt to EBITDA ratio of between 5.0x and 6.5x in the
next 12 months, which we consider appropriate for the rating."

If CNEX is unable to restore adjusted debt to EBITDA to between 5x
and 6.5x in the next 12 months, S&P could lower the rating.  S&P
could also lower the rating if liquidity deteriorates materially or
aggressive financial policies or unexpected challenges stretch the
financial risk profile beyond what S&P expects for the current
ratings.  This could result from a decline in EBITDA margins of
around 200 basis points from S&P's base-case scenario, resulting in
adjusted debt to EBITDA remaining elevated above 6.5x with no
prospects for improvement.

S&P considers a higher rating to be unlikely in the next 12 months,
reflecting its view of an aggressive financial policy and the
elevated debt leverage following the recent acquisition.  S&P could
raise the ratings modestly if leverage decreased to below 5x and
FFO to adjusted debt increased to over 12% and remained stable over
time.  For an upgrade, S&P would also need to believe that future
financial policies would support a higher rating.



CHRIST HEALING: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Christ Healing Church
        9915 Belknap
        Sugar Land, TX 77498

Case No.: 15-36538

Chapter 11 Petition Date: December 14, 2015

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

Judge: Hon. David R Jones

Debtor's Counsel: Jarrett C. Perkins, Esq.
                  THE LAW OFFICE OF JARRETT PERKINS
                  6750 W Loop S, Ste 825
                  Bellaire, TX 77401
                  Tel: 713-977-6600
                  Fax: 713-977-6601
                  Email: jcperkins@lawjcp.com

Total Assets: $1.16 million

Total Liabilities: $1.17 million

The petition was signed by Victor Ade Iyamu, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb15-36538.pdf


COLT DEFENSE: Committee's Investigation Period Extended to Dec. 31
------------------------------------------------------------------
The Senior DIP Agent, the Term DIP Agent, the Prepetition Senior
Loan Agent, and the Prepetition Term Loan Agent, and the Official
Committee of Unsecured Creditors in the Chapter 11 cases of Colt
Holding Company LLC, et al., entered into a stipulation extending
the investigation termination date until:

   i) the Effective Date of the Plan; and

  ii) Dec. 31, 2015, in respect of any challenges with respect to
the Identified Lien Issues.

The stipulation is without prejudice to the Committee's right (i)
to seek a further extension of the extended investigation
termination date from the Bankruptcy Court for cause; or (ii) to
file a motion seeking standing to pursue a challenge prior to the
expiration of the extended investigation termination date, and the
extended investigation termination date will be tolled with respect
to the Committee until 14 days after entry of an order by the
Bankruptcy Court ruling on any such motion for standing.

                       About Colt Holding

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

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

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

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

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

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

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

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

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

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

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


COLT DEFENSE: US Trustee Says Chapter 11 Plan Is Overly Broad
-------------------------------------------------------------
Bryan Koenig at Bankruptcy Law360 reported that a U.S. Trustee is
asking a Delaware bankruptcy judge not to confirm a Chapter 11
reorganization plan for Colt, describing it on Dec. 10, 2015, as
overly broad and one that improperly alleviates third parties from
liability to even those claims holders who don’t vote on the plan
and don’t opt out.

Acting U.S. Trustee Andrew R. Vara argued that third-party
liability releases are supposed to be limited to claims holders who
actually vote in favor of the plan or vote no.

                       About Colt Holding

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

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

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

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

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

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

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

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

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

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

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


CORNERSTONE HOMES: Court Confirms Joint Plan of Liquidation
-----------------------------------------------------------
The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the
Western District of New York confirmed the Joint Plan of
Liquidation dated July 21, 2015, which was proposed by Cornerstone
Homes, Inc., and the Official Committee of Unsecured Creditors.

In the order, the Court said that the Plan is confirmed with these
changes:

   (a) the reference to "Section 8.2" in the definition of
Effective Date to the Plan will be changed to "Sections 7.1-7.2";
and

   (b) notwithstanding section 3.3.2 of the Plan, the Plan provides
that the validity, priority, and extent of the liens and security
interests of First Midwest Bank will be determined pursuant to a
final order separate and distinct from any order confirming the
Plan, either in the connection with the First Midwest Actions or
otherwise.

In a separate order, the Court adjourned status conference to  Jan.
15, 2016, at 9:00 a.m.  The motion to use cash collateral is
adjourned to Jan. 15, at 9:00 a.m. to track the motion to
prosecute.

                     About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is engaged
in the business of buying, selling and leasing single family homes
in the State of New York, with such properties primarily located in
the South Central and South Western portions of the State.

Cornerstone Homes Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-21103) on July 15, 2013, in Rochester alongside a
reorganization plan already accepted by 96 percent of unsecured
creditors' claims.

The Debtor disclosed assets of $18.6 million and liabilities of
$36.2 million.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel.  The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure Statement
on Jan. 3, 2014.  The Amended Plan supersedes the Plan Cornerstone
prepared prior to filing for bankruptcy.  The Debtor intends to
liquidate properties over a period of time, so as to achieve
maximum recovery for the creditors while avoiding a deleterious
effect on the housing market.  The Plan provides for a distribution
of $1 million as an Unsecured Distribution Amount.  

Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to appoint
a Chapter 11 trustee to replace management.  The Court approved the
appointment of Michael H. Arnold, Esq., as Chapter 11 trustee.  He
is represented by his law firm, Place and Arnold as his counsel.

Michael H. Arnold, Chapter 11 trustee, is represented by the firm
of Place and Arnold.  LeClairRyan and Barclay Damon LLP serve as
his special counsel.


COWAN ROAD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cowan Road and Highway 90, LLC
        26 Bent Brook Drive
        Purvis, MS 39475

Case No.: 15-52053

Chapter 11 Petition Date: December 14, 2015

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

Judge: Hon. Katharine M. Samson

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael T. Long, member/manager.

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


CROWN CASTLE: S&P Raises CCR From 'BB+', Off Watch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Houston-based Crown Castle International Inc.
(CCI) to 'BBB-' from 'BB+'.  S&P removed the rating from
CreditWatch, where it had placed it with positive implications on
Sept. 24, 2015.  The outlook is stable.

In addition, S&P assigned a 'BBB-' corporate credit rating and
stable outlook to CC Holdings GS V LLC.

At the same time, S&P affirmed its 'BBB' issue-level rating on the
senior secured debt of subsidiaries Crown Castle Operating Co. and
CC Holdings GS V LLC.  S&P removed the rating from CreditWatch,
where it had placed it with negative implications on Sept. 24,
2015.  S&P also withdrew the '1' recovery rating on this debt as
S&P now applies investment-grade criteria to these issues.

S&P also placed its 'BB+' issue rating on CCI's senior unsecured
debt on CreditWatch with positive implications and withdrew the '4'
recovery rating on this debt.

"The upgrade reflects our expectation that CCI's adjusted leverage
will continue to decline, absent meaningful acquisitions, and will
likely remain below 6.5x over the next few years," said Standard &
Poor's credit analyst Scott Tan.

This view is based on S&P's discussions with the company's
management team.  The company has articulated a clear leverage
target in the range of 4x to 5x (about 5x to 6x under Standard &
Poor's adjustments) and is committed to maintaining leverage below
6.5x on a sustained basis.  As of the quarter ended Sept. 30, 2015,
the company's adjusted leverage was about 6.4x, down from the
high-6x area at the beginning of 2015.  S&P expects further
improvement to the low-6x area by year-end 2016 resulting from
EBITDA growth and modest levels of discretionary cash flow (DCF).

S&P's upgrade also takes into consideration its favorable view of
the wireless tower sector industry, which is characterized by very
high predictability of cash flows and low volatility due to
long-term contracts and high renewal rates from large
telecommunications carrier customers, and adjusted EBITDA margins
above 70%.  Additionally, the industry has high barriers to entry,
especially in the U.S. market, with the top three companies
controlling over 80% of the tower market.  These factors support
S&P's "excellent" business risk profile.

The stable outlook reflects a high visibility in the company's
operating and financial performance because of long-term contracts
with annual escalators.  S&P expects continued healthy cash flow
growth over the next two years because of the high incremental
margin associated with adding tenants to existing towers, as well
as potential investments over the next few years.

While a downgrade is unlikely over the next year, it would most
likely occur if the company adopts a more aggressive financial
policy, including funding its REIT distributions and stock
repurchases with additional debt such that leverage rises above
6.5x without prospects for longer-term improvement.

S&P could raise the rating if the company's adjusted leverage
declines to below 5.5x on a sustained level, and the company
commits to maintaining it below that level.  S&P views this as
unlikely in the near term given the company's stated financial
policy and aggressive shareholder-friendly actions, which S&P
expects will keep leverage elevated.



CUBIC ENERGY: Taps Prime Clerk as Claims and Noticing Agent
-----------------------------------------------------------
Cubic Energy, Inc., et al., seek authority from the Bankruptcy
Court to appoint Prime Clerk LLC as their claims and noticing
agent, to assume the full responsibility for the distribution of
notices and the maintenance, processing and docketing of proofs of
claim filed in their Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
creditors, equity holders, and other interested parties to be
noticed.  The Debtors maintain that by appointing Prime Clerk, the
distribution of notices and the processing of claims will be
expedited, and the Office of the Clerk of the Bankruptcy Court will
be relieved of the administrative burden of processing what may be
an overwhelming number of claims.

The firm's current claims and noticing rates are:

        Title                           Hourly Rate
        -----                           -----------
        Analyst                           $35-$45
        Technology Consultant             $80-$95
        Consultant                        $95-$135
        Senior Consultant                $135-$165
        Director                         $165-$185
        Solicitation Consultant             $185
        Director of Solicitation            $200

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.  Prime Clerk seeks to first
apply the retainer to all prepetition invoices, and thereafter,
hold the retainer under the Engagement Agreement during these
Chapter 11 cases as security for the payment of fees and expenses
incurred under the Engagement Agreement.

The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk in the performance of the services be treated as
administrative expenses of their Chapter 11 estates and be paid in
the ordinary course of business without further application to or
order of the Court.

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

Prime Clerk represents it 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 Cubic Energy

Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic
Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12500) on Dec. 11, 2015.  Jon R. Ross signed the
petition as executive vice president and corporate secretary.
Cubic Energy disclosed total assets of $120.7 million and total
debts of $114.2 million, both as of March 31, 2015.

The Debtors have engaged Bayard P.A., as Delaware counsel,  Holland
& Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc.
as financial advisor and Prime Clerk LLC as noticing, balloting and
claims agent.

The Debtors are independent energy companies engaged in the
development and production of, and exploration for, crude oil,
natural gas and natural gas liquids.  The Debtors' oil and gas
assets are located in Texas and Louisiana.


CUBIC ENERGY: Targeting February Confirmation of Prepack Plan
-------------------------------------------------------------
Cubic Energy, Inc., et al., ask the Bankruptcy Court to, among
other things, schedule a hearing to consider confirmation of their
proposed prepackaged plan of reorganization on Feb. 12, 2016.  The
Debtors also request that the Court approve the following schedule
of proposed dates:

         Event                                   Date
         -----                              -----------------
         Voting Record Date                 November 30, 2015
         Start of Solicitation              December 10, 2015
         Voting Deadline                    December 11, 2015
         Confirmation Hearing
           Notice Service Deadline          December 21, 2015
         Objection Deadline                 February 4, 2016
         Reply Deadline                     February 10, 2016
         Confirmation Hearing               February 12, 2016

Justin R. Alberto, Esq., at Bayard, P.A., attorney to the Debtors,
said it is appropriate to set the Confirmation Hearing on or about
Feb. 12, 2016, for the following reasons:

  1. The Debtors have requested that the Court schedule the
     Confirmation Hearing on a date that is more than 30 days
     after the Petition Date, and the Debtors will serve the
     Confirmation Hearing Notice on or before Dec. 21, 2015,
     consistent with Bankruptcy Rules 2002 and 3017(a) and section

     1128(a) of the Bankruptcy Code.

  2. The Debtors commenced solicitation on Dec. 10, 2015,
     and such solicitation was in accordance with Sections 1125(g)
     and 1126(b) of the Bankruptcy Code.  The Disclosure Statement
     and other solicitation materials were distributed to all six
     holders of claims entitled to vote on the Plan.

  3. The Plan is a consensual prepackaged plan, having already
     obtained support from the six creditors that are entitled to
     vote in respect of the Plan.

  4. A combined hearing will reduce the time the Debtors remain in
     bankruptcy, thereby cutting the costs of administering and
     funding these chapter 11 cases.

Holders of claims to whom the Solicitation Packages were
transmitted were directed in the Disclosure Statement and ballots
to follow the instructions contained in the ballots to complete and
submit their respective ballots to cast a vote to accept or reject
the Plan.  Each holder was explicitly informed in the Disclosure
Statement and applicable ballot that such holder needed to submit
its ballot such that it is actually received by the Solicitation
Agent on or before the Voting Deadline to be counted.

On the Petition Date, the Debtors have already received votes from
all six parties entitled to vote in respect of the Plan and each
such party has voted to accept the Plan.  The Debtors request the
authority to include these votes in the final tabulation of votes
on the Plan.

The Debtors believe that the solicitation period is sufficient and
appropriate for holders of claims entitled to vote on the Plan to
make an informed decision to accept or reject the Plan.

                         About Cubic Energy

Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic
Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12500) on Dec. 11, 2015.  Jon R. Ross signed the
petition as executive vice president and corporate secretary.
Cubic Energy disclosed total assets of $120.7 million and total
debts of $114.2 million, both as of March 31, 2015.

The Debtors have engaged Bayard P.A., as Delaware counsel,  Holland
& Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc.
as financial advisor and Prime Clerk LLC as noticing, balloting and
claims agent.

The Debtors are independent energy companies engaged in the
development and production of, and exploration for, crude oil,
natural gas and natural gas liquids.  The Debtors' oil and gas
assets are located in Texas and Louisiana.


CUBIC ENERGY: To Assume Plan Support Agreement
----------------------------------------------
Cubic Energy, Inc., et al., seek permission from the Bankruptcy
Court to assume a plan support agreement with the prepetition
noteholders, BP Energy Company, Wells Fargo Energy Capital, Inc.,
Fossil Operating Inc., and other parties.

According to the Debtors, they entered into the Plan Support
Agreement after months of intense negotiations with creditors and
an exhaustive process that included input and direction from the
Debtors' experienced restructuring professionals.

"The Plan Support Agreement is the lynchpin of the Debtors'
consensual restructuring negotiations, providing a clear path
towards reorganization and emergence from Chapter 11," says Justin
R. Alberto, Esq., at Bayard, P.A., counsel to the Debtors.  "The
unanimously supported Plan Support Agreement binds the Plan
Support Parties to implement a series of steps and transactions
necessary to restructure the Debtors' prepetition debts through
confirmation of the Chapter 11 plan, which will transfer control of
the applicable reorganized Debtors to the Prepetition Noteholders
and Wells Fargo," he adds.

"Plan Support Agreement is critical to the Debtors' success in
obtaining approval of the Chapter 11 Plan and expeditiously
emerging from chapter 11 to the benefit of the Debtors' creditors
and their estates," Mr. Alberto relates.

Pursuant to the Plan Support Agreement, the Debtors and the Plan
Support Parties have agreed to pursue the effectuation and
consummation of a financial restructuring through a "prepackaged"
plan of reorganization.

By the Plan Support Agreement, the Debtors have agreed to take or
forego certain actions to, among other things, effectuate and
consummate the Restructuring for as long as the Plan Support
Agreement has not been terminated in accordance with its
terms.

In exchange for the Debtors' promises under the Plan Support
Agreement, the Supporting Creditors have agreed to, among other
things:

   a. vote in favor of the Chapter 11 Plan, not change or withdraw
      such vote, and take other actions necessary in order to
      support the Chapter 11 Plan;

   b. consent to the Debtors' use of cash collateral pursuant to
      the Cash Collateral Orders;

   c. with respect to Wells Fargo, make a $150,000 cash payment to
      Cubic Energy prior to the Effective Date as reimbursement of
      expenses incurred by the Debtors in connection with the
      Restructuring;

   d. with respect to the Prepetition Noteholders, fund certain
      employee severance payments and payments to trade creditors
      on or after the Effective Date, and cause reorganized Cubic
      Energy and Fossil to enter into a new master services
      agreement;

   e. work with the Debtors to prepare the Plan Supplement
      Documents;


   f. with respect to BP, refrain from exercising any of its
      rights and remedies under the Hedging and Call Option and
      Operations Arrangements;

   g. with respect to the Prepetition Noteholders, refraining from
      transferring any Prepetition Interests in a manner that
      would impede reorganized Cubic Energy from qualifying for
      Section 382(l)(5) of the Internal Revenue Code or use its
      tax net operating losses on an unrestricted basis; and

   h. refrain from transferring any of their prepetition claims or

      equity interests to any person that does not join the Plan
      Support Agreement.

Similarly, Fossil has agreed to support the Chapter 11 Plan, not
cast any potential votes against the Plan, and otherwise refrain
from contesting confirmation of the Chapter 11 Plan.

The Plan Support Agreement also permits BP and WFEC to terminate
their obligations under the Plan Support Agreement upon the
occurrence of certain specified events.  Those events include,
without limitation, an uncured, material breach by the Debtors or
Prepetition Noteholders, certain unauthorized amendments of the
Plan Support Agreement, or the occurrence of one of the events.

                       About Cubic Energy

Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic
Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead
Case No. 15-12500) on Dec. 11, 2015.  Jon R. Ross signed the
petition as executive vice president and corporate secretary.
Cubic Energy disclosed total assets of $120.7 million and total
debts of $114.2 million, both as of March 31, 2015.

The Debtors have engaged Bayard P.A., as Delaware counsel,  Holland
& Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc.
as financial advisor and Prime Clerk LLC as noticing, balloting and
claims agent.

The Debtors are independent energy companies engaged in the
development and production of, and exploration for, crude oil,
natural gas and natural gas liquids.  The Debtors' oil and gas
assets are located in Texas and Louisiana.


DIOCESE OF DULUTH: Judge Robert Kressel Encourages Mediation
------------------------------------------------------------
Riham Feshir at Minnesota Public Radio reports that Judge Robert
Kressel encouraged the Diocese of Duluth and all parties involved
to wok with a mediator to come to a resolution.

Mediation is a less costly way to work through litigation when
there are numerous parties involved, MPR relates, citing Mike
Finnegan, Esq., at Jeff Anderson & Associates, who represents abuse
victims who've filed lawsuits against the Diocese.  "Sometimes
there are things in mediation that you can do to resolve a case
that you can't do necessarily through the court," the report quoted
him as saying.

According to MPR, Mr. Finnegan said that mediation sessions have
not been scheduled.

Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code on Dec. 7, 2015 (Bankr. D. Minn. Case No.
15-50792).  The case is assigned to Judge Robert J Kressel.  The
Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at ELSAESSER JARZABEK ANDERSON ELLIOTT &
MACDONALD, CHTD., in Sandpoint, Idaho.  The Debtor's local counsel
is Phillip Kunkel, Esq., at GRAY, PLANT, MOOTY, MOOTY & BENNETT,
P.A., in St Cloud, Minnesota.


ENERGY FUTURE: EFIH PIK Noteholders Appeal Ruling on Premiums
-------------------------------------------------------------
The so-called "Subsequent Settling EFIH PIK Noteholders" took an
appeal pursuant to 28 U.S.C. Sec. 158 to the United States District
Court for the District of Delaware from the order of the U.S.
Bankruptcy Court for the District of Delaware (Sontchi, J.), dated
Nov. 24, 2015, sustaining the EFIH Debtors' Partial Objection to
Proof of Claim No. 6347 filed by UMB Bank, N.A. -- the Indenture
Trustee for the unsecured 11.25%/12.25% Senior Toggle Notes Due
2018 (the "PIK Notes") -- as it relates to premiums.

The Subsequent Settling EFIH PIK Noteholders are comprised of York
Capital Management Global Advisors, LLC; P. Schoenfeld Asset
Management L.P.; Polygon Convertible Opportunity Master Fund;
Polygon Distressed Opportunities Master Fund; and Marathon Asset
Management, LP., on behalf of funds and accounts that they each
manage or advise.

The Subsequent Settling EFIH PIK Noteholders are represented by:

         GELLERT SCALI BUSENKELL & BROWN, LLC
         Mike Busenkell, Esq.
         913 N. Market Street, 10th Floor
         Wilmington, DE 19801
         Tel: (302) 425-5812
         E-mail: mbusenkell@gsbblaw.com

                    - and -

         KAYE SCHOLER LLP
         Scott D. Talmadge
         250 West 55th Street
         New York, NY 10019
         Tel: (212) 836-8000
         E-mail: scott.talmadge@kayescholer.com

                 Ruling on Premiums for PIK Claim

In its Memorandum Opinion dated Oct. 30, 2015, Judge Sontchi
sustained the EFIH Debtors' Partial Objection to Proof of Claim No.
6347 as it relates to the portion of the PIK Claim seeking an
amount for premiums, applicable premium, prepayment penalties,
make-whole premiums, and/or call premiums.

Pursuant to an indenture dated Dec. 5, 2012, Energy Future
Intermediate Holding Company LLC and EFIH Finance Inc. issued
approximately $1.4 billion in aggregate principal amount of PIK
Notes.  The PIK Indenture provides for, among other things, the
payment of post-petition interest on overdue principal at the
contract rate.  

Pursuant to the PIK Indenture, UMB timely filed Proof of Claim No.
6347 with an accompanying addendum on behalf of the PIK
Noteholders
(the "PIK Claim").  The PIK Claim seeks a minimum of approximately
$1.57 billion in principal "plus interest, fees and other amounts
arising in connection with the [PIK] Indenture . . ."  Among other
things, the PIK Claim seeks an amount related to "premiums,
Applicable Premium, pre-payment penalties, make-whole premiums,
[and/or] call premiums" (collectively, referred to herein as
"make-whole premiums" or "premiums"), which is the subject of the
Memorandum Opinion.

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.  Through the PIK Claim Objection,
the
EFIH Debtors object to the portion of the PIK Claim that seeks:
(i)
payment of the "Applicable Premium" under section 3.07(a) or the
Optional Redemption Price under Section 3.07(d) of the PIK
Indenture; and (ii) postpetition interest at the rate specified in
the PIK Indenture.

The issue before the Court is whether the language in the PIK
Indenture gives rise to a claim for a premium upon automatic
acceleration after an event of default:

   [I]n the case of an Event of Default arising under
   clause (6) or (7) of Section 6.01(a) hereof, all principal
   of and premium, if any, interest (including Additional
   Interest, if any) and any other monetary obligations on
   the outstanding Notes shall be due and payable immediately
   without further action or notice.

"The PIK Indenture does not provide specifically for a payment of
a
premium upon acceleration, nor does it refer back to specific
sections of the Indenture.  As such, and for the reasons set forth
in Momentive, the Court finds that the PIK Indenture’s
acceleration clause is unambiguous, insufficient and lacking in
explicitness regarding whether a make-whole premium is due upon an
event of default. Thus, after acceleration, the PIK Trustee does
not have a valid claim for either an Applicable Premium nor an
Optional Redemption Price," Judge Sontchi ruled.

"Thus, as stated above, the Court will sustain the Partial
Objection and disallow the portion of the PIK Claim seeking an
amount for premiums, Applicable Premium, prepayment penalties,
make-whole premiums, [and/or] call premiums."

A copy of the Court's Oct. 30, 2015 Memorandum Opinion is available
for free at:

      http://bankrupt.com/misc/Energy_F_6781_Memo_UMB_Claim.pdf

                       About Energy Future

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

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

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

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

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

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

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

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

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

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



ENERGY FUTURE: Mudrick Appeals Ruling on Postpetition Interest
--------------------------------------------------------------
Mudrick Capital Management L.P. took an appeal pursuant to 28
U.S.C. Sec. 158 to the United States District Court for the
District of Delaware from the order of the U.S. Bankruptcy Court
for the District of Delaware (Sontchi, J.), dated Nov. 24, 2015,
sustaining the EFIH Debtors' Partial Objection to Proof of Claim
No. 6347 filed by UMB Bank, N.A. -- the Indenture Trustee for the
unsecured 11.25%/12.25% Senior Toggle Notes Due 2018 (the "PIK
Notes") -- as it relates to postpetition interest.

Attorneys for Mudrick Capital:

         THE ROSNER LAW GROUP LLC
         Frederick B. Rosner, Esq.
         Julia B. Klein, Esq.
         824 Market Street, Suite 810
         Wilmington, DE 19801
         Tel: (302) 777-1111
         E-mail: rosner@teamrosner.com
                 klein@teamrosner.com

              - and -

         Tracy L. Klestadt, Esq.
         John E. Jureller, Jr., Esq.
         Stephanie Sweeney, Esq.
         KLESTADT WINTERS JURELLER SOUTHARD STEVENS LLP
         200 West 41st Street, 17th Floor
         New York, NY 10036
         Tel: (212) 972-3000
         E-mail: tklestadt@klestadt.com
                 jjureller@klestadt.com
                 ssweeney@klestadt.com

                   Ruling on Postpetition Interest

In a Memorandum Opinion dated Oct. 30, 2015, Judge Sontchi
sustained EFIH Debtors' Partial Objection to Proof of Claim No.
6347 as it relates to the portion of the PIK Claim seeking
postpetition interest at the rate specified in the PIK indenture.

Pursuant to an indenture dated Dec. 5, 2012 (the "PIK Indenture"),
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc. (the "EFIH Debtors") issued approximately $1.4 billion in
aggregate principal amount of PIK Notes.  The PIK Indenture
provides for, among other things, the payment of post-petition
interest on overdue principal at the contract rate.  Pursuant to
the PIK Indenture, UMB timely filed Proof of Claim No. 6347 with an
accompanying addendum on behalf of the PIK Noteholders (the "PIK
Claim").  The PIK Claim seeks a minimum of approximately $1.57
billion in principal "plus interest, fees and other amounts arising
in connection with the [PIK] 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 in which the Debtors objected to the
portion of UMB's claim seeking postpetition interest and payment of
a make-whole claim.

The Court's Oct. 30 memorandum opinion addresses that portion of
the Partial Objection relating to post-petition interest, and the
judge said he will render a separate decision related to the
make-whole claim.

In the Partial Objection, the Debtors argue that, under Section
502(b)(2) of the Bankruptcy Code, UMB's claim for postpetition
interest must be disallowed as "unmatured interest."  At most, the
Debtors argue, UMB's claim for post-petition interest is limited
under section 726(a)(5), made applicable by Section
1129(a)(7)(A)(ii), to "payment of interest at the legal rate,"
which the Debtors claim is the Federal judgment rate.  UMB argues
that it is entitled to postpetition interest at its contract rate
as part the PIK Claim.

"[T]he Court will sustain the Debtors' Partial Objection to UMB's
claim.  The PIK Claim is limited to the principal and accrued fees
and interest due as of the petition date and excludes unmatured,
i.e., postpetition interest.  The Court further finds that the
legal rate of interest under Section 726(a) is the Federal
judgment
rate but the applicability of Section 726(a) is limited to its
incorporation in Section 1129(a)(7) and does not create a general
rule establishing the appropriate rate of post-petition interest.
Moreover, the plain meaning of Section 1129(b)(2) does not require
payment to unsecured creditors of postpetition interest when a
junior class is receiving a distribution for a plan to be fair and
equitable.  Rather, the Court has the discretion to exercise its
equitable power to require, among other things, the payment of
postpetition interest, which may be at the contract rate or such
other rate as the Court deems appropriate. Finally, the plan in
this case need not provide for the payment in cash on the
effective
date of postpetition interest at the contract rate for the PIK
Noteholders to be unimpaired.  Indeed, the plan need not provide
for any payment of interest, even at the Federal judgement rate.
But in order for the PIK Noteholders to be unimpaired the plan
must
provide that the Court may award post-petition interest at an
appropriate rate if it determines to do so under its equitable
power," Judge Sontchi ruled.

A copy of the Court's Oct. 30, 2015 Memorandum Opinion is
available
for free at:

      http://bankrupt.com/misc/Energy_F_6782_Memo_UMB_Claim.pdf

                       About Energy Future

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

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

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

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

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

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

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

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

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

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



ENERGY FUTURE: Regulator Says Hunt's Buy Would Rip Off Ratepayers
-----------------------------------------------------------------
Michelle Casady at Bankruptcy Law360 reported that Hunt
Consolidated Inc.'s proposed acquisition of Energy Future Holdings'
controlling stake in energy provider Oncor Electric Delivery Co. is
not in the public interest and the plan should be rejected, an
in-house expert told the Texas Public Utility Commission on Dec. 9,
2015.

Darryl Tietjen, director of the PUC's Rate Regulation Division,
testified before the commission on Hunt's application, submitted in
September, seeking approval of its plan to reorganize EFH's 80
percent stake in the energy provider into a real estate investment
trust.

                       About Energy Future

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

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

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

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

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

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

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

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

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

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


ENOR CORP: December 18 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------
Andy Vara, Acting United States Trustee of Region 3, will hold an
organizational meeting on December 18, 2015, at 10:00 a.m. in the
bankruptcy case of Enor Corporation.

The meeting will be held at:
        
         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         21st Floor, Room 2106
         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.





ENRON NIGERIA: DC Circ. Told Scandal Didn't Nix Nigeria Contract
----------------------------------------------------------------
Adam Sege at Bankruptcy Law360 reported that Enron's Nigeria
subsidiary is seeking a quick win in the Nigerian government's
appeal of an order confirming an International Chamber of Commerce
arbitration award of more than $11 million to the Enron unit,
telling the D.C. Circuit the fraud scandal that brought down Enron
did not nullify its subsidiary's contract with the West African
nation.

In a brief filed on Dec. 11, 2015, Enron Nigeria Power Holding Ltd.
asked the appeals court for summary affirmation backing a lower
court's decision to confirm the award.

                        About Enron Corp.

Enron Corporation (former New York Stock Exchange ticker symbol
ENE) was an American energy, commodities, and services company
based in Houston, Texas.  Before its collapse and bankruptcy in
2001, Enron employed approximately 20,000 staff and was one of the
world's major electricity, natural gas, communications, and pulp
and paper companies, with claimed revenues of nearly $111 billion
during 2000.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EZTD INC: Recognises Substantial Doubt on Going Concern Ability
---------------------------------------------------------------
EZTD Inc.'s net loss for the three months ended September 30, 2015
was $1,174,000, compared to a net loss of $1,831,000 for the three
months ended September 30, 2014.  Net loss for the nine and three
months ended September 30, 2015 and September 30, 2014 was mainly
attributable to the operations of our binary options business,
which incurred significant marketing and operational expenses
primarily consisting of online advertising for our binary options
websites, and employee related expenses, Shimon Citron, chief
executive officer, and Itai Loewenstein, chief financial officer of
the company said in a regulatory filing with the U.S. Securities
and Exchange Commission on November 9, 2015.

"The company has suffered losses from operations and negative cash
flows from operations since inception," according to Messrs. Citron
and Loewenstein.  For the nine months ended September 30, 2015, the
net loss attributable to the company was $3.711 million and the
negative cash flows from operations were $1.123 million.  As of
September 30, 2015, the company's obligation to customers amounted
to $2.895 million, while current assets were $3.773 million.
Customers may withdraw their deposits upon demand.  According to
the regulatory requirement in Cyprus, the company's subsidiary in
Cyprus has to comply with the covenant of maintaining a capital of
at least EUR730,000 and having funds in excess of client
obligations.  Funds consist of cash, segregated client cash
accounts, restricted cash and receivables from credit card
companies.  

"We require cash to fund our operations and we have experienced
significant losses and negative cash flows in the recent past.
Further, our independent auditors modified their report for the
year ended December 31, 2014 to express substantial doubt as to our
ability to continue as a going concern," Messrs. Citron and
Loewenstein emphasized.

They further noted: "Despite its negative cash flows, the company
has been able to secure financing to support its operations to
date, based on share issuances and loans.  The company plans to
seek additional funds from equity issuances in order to continue
its operations and to leverage its binary options business.  

"Since our inception, we have funded our operations primarily
through the public and private sales of our securities, revenues
received from customers and otherwise.  We had an increase in
issued and outstanding shares of our common stock from 94,385,302
shares at December 31, 2014, to 103,443,439 at September 30, 2015
due to the exercise of warrants.

"As of September 30, 2015, our total current assets were $3,773,000
and our total current liabilities were $11,387,000.  On September
30, 2015, we had an accumulated deficit of $38,447,000.   We
currently finance our operations through revenues from our binary
options business, and with funds provided by borrowings and
issuance of stock and warrant activities.  We plan to continue
raising funds in such ways in order to continue our operations and
to leverage our binary options business.  There is no assurance,
however, that we will be successful in raising such funds.

"Although there is a substantial doubt that the company will
continue as a going concern, the consolidated financial statements
do not include any adjustments that may result from the outcome of
this uncertainty."

At Sept. 30, 2015, the company had total assets of $5,811,000,
total liabilities of $11,596,000, and total deficiency of
$5,785,000.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hst3h6y

Tel Aviv, Israel-based EZTD Inc. is engaged in the business of
offering online trading of binary options.  The company conducts
its operations and business with and through its subsidiaries: Win
Global Markets Inc., an Israeli company; and WGM Services Ltd., a
company registered in Cyprus.


FANNIE MAE & FREDDIE MAC: Josh Rosner Updates Utility Reform Model
------------------------------------------------------------------
Joshua Rosner -- jrosner@graham-fisher.com -- Managing Director at
Graham Fisher & Co. released a 78-page report yesterday entitled
"GSE Reform: Something Old, Something New, and Something Borrowed,"
describing an updated blueprint for recapitalizing and reforming
Fannie Mae and Freddie Mac using the public utility model he's
described in the past.  A copy of Mr. Rosner's paper is available
at https://goo.gl/IzWpwg via Scribd.com at no charge.  

In the last few years, numerous legislative proposals have been put
forward to bring an end to the GSEs' seven-years of on-going
conservatorship.  Generally speaking, these proposals would
dismantle the current system and create a new structure with some
of the worst elements of the pre-HERA GSEs or propose a risky
alternative to replace them.  Mr. Rosner compares these reform
proposals to building a new auto assembly plant to replace a car
involved in a fender-bender.  

Mr. Rosner says that the legislative reform proposals to date rest
on a number of myths.

One myth is that private capital can replace what Fannie and
Freddie provide.  To replace the GSEs and attract enough private
capital to insure only the top 10% of their $5 trillion mortgage
credit book of business, the industry would need to attract close
to $500 billion of capital.  However, from the start of 2014
through April 2015, the private capital investment in agency
first-loss deals was only $13.1 billion and available only for the
crème de la crème of cherry-picked loans.  The private mortgage
insurance industry, in particular, is still reeling from inadequate
capital standards and poor state regulation leading up to the 2008
crisis and there is simply not enough capital among the remaining
players in the industry.  If there is not enough private capital
available to support the market in good times it is hard to see how
there would be enough capital outside the GSEs to support the
markets in a highly possible housing crisis in the future.

Another myth is that Fannie and Freddie need competition.  This
would make sense if the GSEs had used their "duopoly" power to take
advantage of consumers or distort prices.  In fact, the GSEs, when
functioning as intended, have a function akin to a utility.  They
perform an essential public service that other entities cannot or
will not perform. The GSEs, when properly capitalized and
regulated, act as countercyclical providers of capital when the
primary-market private funding sources evaporate in the face of
economic downturns.  This activity would not be enhanced by trying
to create alternative providers of capital.  In fact, the answer to
fixing the nation’s housing finance system begins with HERA and
the path that it has already established for recapitalization of
Fannie and Freddie.  Considering that the GSEs have more than paid
back the $187-billion cash infusion of 2008, even without raising
any private capital, and without even counting the value of
warrants for 79.9 percent of the GSEs common stock or the Preferred
Stock Purchase Agreements the government holds, the GSEs could
amass $150 to $200 billion in capital over 10 years.  If they were
to issue additional stock for purchase or assume the value of the
outstanding warrants, rebuilding adequate capital buffers could
take even less time.

The recapitalized entities should also be regulated in a manner
consistent with their size and reach in the financial marketplace.
With current portfolios of roughly $5 trillion, they epitomize the
concept of Too Big to Fail.  The GSEs also have an important
credit-risk pricing function.  Accordingly, yesterday's paper
explains why the Federal Stability Oversight Council established in
the Dodd-Frank Act along with the Federal Reserve would be
appropriate backup regulatory entities to FHFA to reduce systemic
risk. These regulators would better support the mission of the
GSEs, as originally intended, to act as liquidity tools for the
funding of new mortgages rather than as risk transfer mechanisms.
In terms of the appropriate capital requirements for the GSEs, the
Basel III framework, largely adopted by the U.S. government in 2013
for the nation’s largest banks, serves as a useful model.
Yesterday's paper presents various capital requirement models and
recommends capital levels of three to five percent.

In addition, the government backstop role would be clearer and more
narrowly tailored. Stringent capital standards that incorporate
security level requirements, real transfer of first-loss and
stringent capital standards for private mortgage insurers or other
first-loss holders, should give the public comfort that an explicit
government guarantee is unlikely to ever be employed.  But this
government guarantee would also serve the historic purpose of
maintaining liquidity and stability in the mortgage marketplace.

As noted, this historic and prospective role for the GSEs is akin
to a public utility. Therefore, once FHFA exercises the authority
already provided for in HERA to recapitalize the GSEs and undertake
other reforms recommended in yesterday's paper, Congress should
create a de facto public utility commission for the GSEs.  Like any
PUC, it would be responsible for determining the activities, cost
recoveries, guarantee pricing and allowable rates of return for
Fannie and Freddie.

In summary, Mr. Rosner says, it is no surprise that antipathy
toward Fannie and Freddie grew broader and more intense the more
policymakers deliberately or inadvertently tampered with their
original roles as countercyclical providers of liquidity in the
mortgage market. Instead of trying to create an entirely new model,
it would be wiser for FHFA to restore the original public
utility-like concept for Fannie and Freddie with the powers
provided by HERA and with appropriate capitalization requirements
and regulatory reforms.  This would serve the interests of capital
markets, aspiring homeowners and taxpayers for years to come.


FORESIGHT ENERGY: Moody's Cuts CFR to B3, On Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Foresight
Energy, LLC including the corporate family rating to B3 from B2,
the probability of default rating (PDR) to B3-PD from B2-PD, senior
unsecured rating to Caa2 from Caa1, and senior secured rating to B1
from Ba3.  The speculative grade liquidity rating was revised to
SGL-4 from SGL-3.  The ratings remain under review for further
downgrade.

Downgrades:

Issuer: Foresight Energy, LLC

  Corporate Family Rating, Downgraded to B3 from B2; Placed Under
   Review for further Downgrade

  Probability of Default Rating, Downgraded to B3-PD from B2-PD;
   Placed Under Review for further Downgrade

  Speculative Grade Liquidity Rating, changed to SGL-4 from SGL-3

  Senior Secured Bank Credit Facilities, Downgraded to B1 (LGD2)
   from Ba3 (LGD3); Placed Under Review for further Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
   (LGD5) from Caa1 (LGD5); Placed Under Review for further
   Downgrade

RATINGS RATIONALE

The action follows the company's announcement that it was notified
by the administrative agent of its secured credit agreement that it
was in default under the terms of the agreement, as a result of the
recent developments in the litigation by trustee for the
bondholders of the company's 2021 Senior Notes.  The company
continues to negotiate with its lenders to cure the alleged default
events, and the outcome is uncertain.  As of Sept. 30, 2015, the
company had $600 million of 2021 Senior Notes outstanding, and $673
million under its senior secured bank credit facility.  The company
does not have sufficient liquidity to repay its debt if it were to
be accelerated.

In May 2015 the trustee for the bondholders of the company's 2021
Senior Notes filed suit alleging that Murray Energy Corporation's
acquisition of an interest in Foresight Energy GP LLC triggered a
change of control of the unsecured 2021 Senior Notes.  On Dec. 4,
2015 a Vice Chancellor of the Delaware Chancery Court issued his
opinion, but not a judgment, stating that change of control had
occurred and that the trustee was entitled to a company's offer to
purchase the 2021 Senior Notes at 101% of the principal amount
tendered, as required by the indenture.  A judgment in the case has
not yet been rendered.  The company indicated that it had commenced
discussions with a majority of the unsecured holders of their 2021
Senior Notes to attempt to resolve the litigation.  The company
also commenced discussions with certain lenders under their
revolving credit facility and indicated that it is likely to
suspend distributions on their common units, commencing with the
quarter ending Dec. 31, 2015.

The review will focus on the results of any negotiations with the
company's lenders or other actions the company may take to bolster
liquidity or to refinance its debt.

The Speculative Grade Liquidity rating of SGL-4 reflects the
receipt of default notice by the administrative agent of the
company's secured credit agreement.  At Sept. 30, 2015, prior to
the default notice the company liquidity consisted of $25 million
in cash and $166 million available under $550 million revolver
maturing in August 2018.  The company generated over $200 million
in operating cash flows for the twelve months ended September 30,
2015, comfortably covering roughly $130 million in capital
investments.  The company had paid roughly $50 million per quarter
in dividends over the past four quarters.  Moody's expects fourth
quarter 2015 cash outlay of roughly $8 million following the
dividend cut announced in November 2015.  Moody's believes that
recent dividend cutting actions will result in positive free cash
flows over the next twelve months.

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.

Foresight Energy, LLC is 100% owned by Foresight Energy L.P., which
is a Master Limited Partnership (MLP).  Foresight is a thermal coal
producer operating in the Illinois Basin.  Currently, the company
has four operating mining complexes, with four longwall operations,
one continuous miner operation, and over 3 billion tons of coal
reserves.  For the twelve months ended
Sept. 30, 2015, the company generated $1,043 million in revenues.

Foresight's parent company recently sold 34% of its general partner
interest and 50% of the limited partner interest to Murray Energy
Corporation.  Christopher Cline, the founder of Foresight, and his
affiliates retained an approximately 66% general partner interest
and an approximately 36% limited partner interest, with the balance
of limited partner units publicly traded.



GETTY IMAGES: S&P Lowers CCR to 'SD' & Rates $252.5MM Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Seattle-based Getty Images Inc. to 'SD'
(selective default) from 'CC'.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured notes to 'D' (default) from 'CC'.  The
'6' recovery rating is unchanged, indicating S&P's expectation for
negligible recovery (0%-10%) of principal in the event of a payment
default.

S&P also revised its recovery rating on the company's 10.5%
first-lien senior secured credit facilities to '4' from '3'.  The
'CCC+' issue-level rating remains unchanged.  The '4' recovery
rating indicates S&P's expectation for average recovery (30%-50%;
upper half of the range) of principal in the event of a payment
default.

In addition, S&P assigned its 'CCC+' issue-level and '4' recovery
ratings to the company's proposed $252.5 million 10.5% first-lien
notes due 2020.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; upper half of the range)
of principal in the event of a payment default.

The downgrades follow Getty Images' announcement that it has
completed a debt exchange of $234 million 7% senior unsecured notes
due 2020 for $150 million of new 10.5% first-lien notes due 2020.
"We view the exchange as tantamount to a default, based on our
criteria, because the debtholders are not receiving the originally
promised value," said Standard & Poor's credit analyst Elton Cerda.
"The revised recovery rating on the existing senior secured credit
facility reflects our expectation for dilution in recovery under
our simulated default scenario due to the new 10.5% first-lien
notes."

As part of the exchange transaction, Getty issued $252.5 million
10.5% first-lien notes due 2020.  These notes are secured by the
same collateral securing the existing senior credit facility.  The
company used $150 million of the new first-lien notes in the
exchange transaction.  And it will use about $102.5 million of cash
proceeds for transaction expenses and general corporate purposes,
which include integrating and upgrading its existing technology
platforms and, increasing, marketing spending.  If executed
correctly, S&P believes that the technology platform integration
and upgrade could increase Getty Images' competitiveness.  However,
the transaction increases Getty Images' debt leverage and cash
interest service burden, and its capital structure remains
unsustainable, in S&P's view.



GRAHAM GULF: Reports Total Assets of $66.6 Million
--------------------------------------------------
Graham Gulf Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Alabama its schedules of assets and
liabilities, disclosing:

   Name of Schedule                   Assets       Liabilities
   ----------------                   ------       -----------
A. Real Property                          $0                       
   
B. Personal Property             $66,600,204           
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                  $21,691,257
E. Creditors Holding Unsecured
   Priority Claims                                          $0
F. Creditors Holding Unsecured
   Non-priority Claims                              $2,219,424
                                  -----------      -----------
TOTAL                             $66,600,204      $23,910,682

A copy of the company's schedules of assets and liabilities is
available at http://bankrupt.com/misc/GrahamGulf_SAL10162015.pdf

                         About Graham Gulf

Founded in 1996, Graham Gulf, Inc. operates 11 fast supply vessels
designed specifically for providing a more efficient and
cost-effective support for field production operations and remote
drilling location services.

Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala.
Case No. 15-03065) on Sept. 18, 2015.  The petition was signed by
Janson Graham, the president and owner.  The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.

Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's
counsel.

Six creditors were appointed to Graham Gulf's official committee of
unsecured creditors.  The creditors are Superior Shipyard &
Fabrication Inc., Thrustmaster of Texas Inc., American Supply LLC,
Safety Controls Inc., Force Power Systems LLC and United Power
Systems LLC.


GT ADVANCED: Seeks to Pay Exit Financing's Put Option Premium
-------------------------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors seek
authority from the U.S. Bankruptcy Court for the District of New
Hampshire to pay the Put Option Premium equal to 5.0% of the entire
committed amount of the $80 million exit financing consisting of
$60 million in principal amount of the Senior Secured Notes and $20
million in Preferred Stock and reimburse certain expenses of the
Financing Support Parties incurred in connection with the Exit
Financing and for the approval of the Signatory Debtors' indemnity
obligations under the Commitment Letter.

The Debtors assert that the Put Option Premium, the reimbursement
of the Expenses, and the Indemnity are fair and reasonable and are
a necessary inducement to convince the Financing Support Parties to
enter into the Commitment Letter and provide the Exit Financing.

The Debtors tell the Court that they need the exit financing to be
able to propose a Chapter 11 plan and emerge from Chapter 11.
Without these inducements, the Debtors believe that they would not
be possible to obtain an exit financing commitment from the
Financing Support Parties or any other party.

The Debtors also tell the Court that the Commitment Letter is part
of a resolution with the existing DIP lenders regarding an
amendment and waiver to the DIP Facility, which is a critical for
the Debtors to be able to move forward with the settlement with
Apple and the sale of ASF Furnaces.  If the Court ultimately
approves the Exit Financing embodied in the Commitment Letter, the
Debtors will have the new capital needed to seek confirmation of
the plan reflected in the Plan Term Sheet and emerge from these
Chapter 11 cases as revitalized companies, the Debtors assert.

Additionally, the Debtors ask that the payment of the fees,
expenses and costs be afforded administrative expense priority
status under Section 503(b)(1) of the Bankruptcy Code.

                        Committee Opposes

The Official Committee of Unsecured Creditors asks the Court to
deny the Debtors' motion, arguing that the Court should not approve
the Put Option Premium given the existence of a superior proposal
from Oaktree.  Approval of the Emergency Motion at this time will
serve to lock-up the plan terms negotiated between the Debtors and
the Financing Commitment Parties, to the detriment of general
unsecured creditors, the Committee further argues.

The Committee asserts that that the Debtors have failed to satisfy
their burden of demonstrating that immediate approval of the Put
Option Premium and Expenses is a necessary expense that will
directly and substantially benefit the Debtors' estates, especially
given the existence of a viable competing proposal that provides
greater value for general unsecured creditors.

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

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

The Committee is represented by:
         
         Matthew R. Johnson, Esq.
         Charles R. Powell, Esq.
         DEVINE, MILLIMET & BRANCH, P.A.
         111 Amherst Street
         Manchester, NH 03101         
         Telephone: (603) 669-1000
         Facsimile: (603) 518-2461
         Email: sgrill@devinemillimet.com
                mjohnson@devinemillimet.com

            -- and --

         James S. Carr, Esq.
         Jason R. Adams, Esq.
         KELLEY DRYE & WARREN LLP
         101 Park Avenue
         New York, New York 10178
         Telephone: (212) 808-7800
         Facsimile: (212) 808-7897
         Email: jcarr@kelleydrye.com

                   About GT Advanced

Headquartered in Merrimack, New Hampshire, GT Advanced Technologies
Inc. -- http://www.gtat.com/-- produces materials and equipment
for the electronics industry.  On Nov. 4, 2013, GTAT announced a
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.


HANGER INC: Completes Solicitation; Default Notice Nullified
------------------------------------------------------------
Hanger, Inc. on Dec. 15 disclosed that it has successfully
solicited consents from holders of its $200,000,000 aggregate
principal amount 7 1/8% Senior Notes due 2018 (the "Notes") to
amend and waive certain provisions of its Indenture (the
"Indenture"), dated November 2, 2010, among the Company, its
subsidiary guarantors and Wilmington Trust Company, as trustee
pursuant to which the Notes were issued (the "Consent
Solicitation").  On December 11, 2015, the Company received the
requisite consents required to approve the adoption of the Fifth
Supplemental Indenture (the "Supplemental Indenture").  As a
result, on December 11, 2015, the Company entered into the
Supplemental Indenture to amend and waive certain provisions of the
Indenture.  The amendment and waivers contained in the Supplemental
Indenture became operative when the Company paid the initial
consent fee on December 15, 2015 in accordance with the terms of
the Consent Solicitation.

The Supplemental Indenture amends, effective as of November 15,
2015, the reporting covenant in the Indenture to extend the
Company's deadline to deliver to the holders (with copies to the
trustee) periodic reports required to be filed or furnished with
the Securities and Exchange Commission (the "SEC") until the
earliest of such time as the Company is current in its filings with
the SEC, the Company fails to timely pay a second consent fee if
due on May 15, 2016, and August 31, 2016 (the "Termination Date").
The Supplemental Indenture waives through the Termination Date any
default or event of default under the Indenture that may occur or
exist as a result of or in connection with the Company's failure to
timely deliver to the holders (with copies to the trustee), or file
with the SEC, its delayed SEC reports.  The Supplemental Indenture
also results in any notice of default relating to the Company's
reporting covenant under the Indenture becoming null and void and
deemed to have been withdrawn, including the Notice of Default.
Additionally, pursuant to the terms of the Supplemental Indenture,
the Company increased the interest rate on the Notes to 9.125%,
effective as of
November 15, 2015, and if the Company is not current in its filing
obligations with the SEC as of May 15, 2016, it will further
increase the interest rate on the Notes by an additional 1½% per
annum to 10.625%, effective as of May 15, 2016.

The Supplemental Indenture also amends the definition of "permitted
liens" in the Indenture to limit the ability of  the Company to
incur certain secured indebtedness to an amount not to exceed
$375.0 million, except as such may be incurred to refinance the
Notes, until such time as the Company is current in its periodic
reporting obligations with the SEC.

Additionally, the Supplemental Indenture amends the indenture to
include an obligation of the Company to, until such time as it is
current in its filing obligations with the SEC, provide within 40
days after the end of a fiscal quarter and 60 days after the end of
a fiscal year certain preliminary, estimated and unaudited cash
flows and other data in a form substantially consistent with the
information the Company previously provided in its Current Report
on Form 8-K dated November 12, 2015 (each, a "Cash Flow Report").
If the Company fails to timely file or furnish a Cash Flow Report
by the deadline, and if the Company shall not have subsequently
filed such Cash Flow Report within 15 days after such deadline,
then the Company shall be required to pay additional interest on
the Notes on the next succeeding interest payment date after the
failure to file or furnish with the SEC such Cash Flow Report.  The
amount of additional interest payable to each holder for each
failure to file or furnish a Cash Flow Report within 15 days after
the deadline described above shall be calculated by multiplying the
aggregate outstanding principal amount of the Notes held by such
holder on the related record date by 0.5%.  The additional interest
payment shall be $5.00 per $1,000 in aggregate principal amount of
Notes.  For the avoidance of doubt, the failure to file or furnish
with the SEC such Cash Flow Report for an applicable fiscal quarter
or fiscal year shall only require one payment of additional
interest with respect to that period.  Additionally, the Company's
failure to file or furnish with the SEC such Cash Flow Report shall
not be a default or event of default under the Indenture, and the
holders' sole remedy is the payment of any applicable additional
interest.

As previously disclosed,  the Company received a notice of default
(the "Notice of Default") from a single holder who holds greater
than 25% in aggregate principal amount of the Notes issued under
the Indenture.  The execution of the Supplemental Indenture results
in the Notice of Default becoming null and void and deemed to have
been withdrawn.  The Supplemental Indenture also results in the
withdrawal of the Notice of Default pursuant to the terms of the
Company's bank credit agreement such that such Notice of Default is
not an event of default under the bank credit agreement.

The Consent Solicitation was made on the terms and subject to the
conditions set forth in the Company's Amended and Restated Notice
of Consent Solicitation, dated November 30, 2015, as amended by
Amendment No. 1 to the Amended and Restated Notice of Consent
Solicitation, dated December 7, 2015, and Amendment No. 2 to the
Amended and Restated Notice of Consent Solicitation, dated December
9, 2015, and in the related Form of Consent.  The Consent
Solicitation expired at 5:00 p.m., New York City time, on December
14, 2015.  On December 15, 2015, the Company paid to the holders of
the Notes who delivered valid and unrevoked consents prior to the
expiration time an initial consent fee in the form of a cash
payment of $20.00 per $1,000 principal amount of Notes for which
consents were delivered by such holder.  The Company will also pay
on May 15, 2016, if the Company is not Current as of such date in
its filing obligations with the SEC, to the holders who delivered
valid and unrevoked consents prior to the expiration time a cash
payment of $5.00 per $1,000 principal amount of Notes for which
consents were delivered by such holder.

Wells Fargo Securities, LLC acted as the solicitation agent in
connection with the Consent Solicitation, and D.F. King & Co., Inc.
acted as the information and tabulation agent for the Consent
Solicitation.

                       About Hanger, Inc.

Built on the legacy of James Edward Hanger, the first amputee of
the American Civil War, Hanger, Inc. (NYSE: HGR) delivers orthotic
and prosthetic (O&P) patient care, and distributes O&P products and
rehabilitative solutions to the broader market.  Hanger's Patient
Care segment is the largest owner and operator of O&P patient care
clinics with in excess of 750 locations nationwide.  Through its
Products & Services segment, Hanger distributes branded and private
label O&P devices, products and components, and provides
rehabilitative solutions.


HONG KONG ENTERTAINMENT: Mariana Islands Casino in Ch. 11
---------------------------------------------------------
Ferdie De La Torre at Saipan Tribune reports that Hong Kong
Entertainment (Overseas) Investments Ltd. filed with the U.S.
Bankruptcy Court for the District of The Northern Mariana Islands a
petition for Chapter 11 bankruptcy protection on Dec. 11, 2015.

According to Saipan Tribune, the bankruptcy filing came a day after
Tinian Casino Gaming and Control Commission executive director Lucy
Blanco-Maratita confirmed the news that the Commission has approved
the Company's application to reopen the casino on Dec. 15.

Timothy H. Bellas, Esq., serves as the Company's bankruptcy
counsel, the report says.

Saipan Tribune recalls that U.S. Labor Secretary Thomas E. Perez
and other federal labor officials filed in November 2015 a
counterclaim in federal court against the Company and its
president, Kwan Man, asking the court to affirm the U.S. Labor
Administrative Review Board's final decision that ordered the
Company and Mr. Man to pay a civil penalty totaling $191,400 "for
willful and repeat violations" of the overtime provisions of the
Fair Labor Standards Act.  

The report adds that the CNMI Department of Finance's Revenue and
Taxation filed in federal court in September a notice of tax lien
against the Company to collect $125,452 in alleged unpaid taxes
this year.

Hong Kong Entertainment (Overseas) Investments Ltd. owns the Tinian
Dynasty Hotel & Casino.


INC RESEARCH: S&P Raises CCR to 'BB', Outlook Positive
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Raleigh, N.C.-based INC Research LLC to 'BB' from 'BB-'.
The outlook is positive.

At the same time, S&P raised the rating on the senior secured
first-lien credit facility to 'BB' from 'BB-'.  The recovery score
on this debt remains '3', indicating S&P's expectation for
significant (50% to 70%; at the low end of the range) recovery in
the event of payment default.

"INC Research's strong operating performance over the past several
quarters, highlighted by double-digit revenue growth and adjusted
EBITDA margins that are exceeding 24%, have enabled the company to
more rapidly deleverage to the 2x to 3x range by the end of 2015,
ahead of our expectations," said credit analyst Arthur Wong. "While
we project some slowdown in revenue growth and a slight moderation
of EBITDA margins, we expect the company's long term leverage to
remain under 3x."

S&P's positive rating outlook reflects its view that INC Research's
financial policies should remain supportive of leverage in the
sub-3x to low-3x range, and that at current book-to-bill and
backlog levels, should support at least high-single-digit revenue
growth over the next year.

S&P could lower the rating if the company suffers an unexpected
operational setback that results in an exodus of clients or adopts
financial policies that are more aggressive than what S&P is
incorporating into the rating.  Specifically, should leverage climb
to more than 3.5x over the longer term, due to share repurchase or
acquisition activity, S&P would consider lowering the rating.  S&P
estimates that this translates into roughly
$250 million to $300 million of capacity, assuming no additional
acquired EBITDA.  

The likely pathway to a higher rating for INC Research is the
continued successful execution of the company's growth plans,
including maintaining book-to-bill ratios of greater than 1.2x,
revenues grow beyond $1 billion, the continual addition of new
clients, especially larger pharmaceutical companies, while
maintaining long term leverage in the sub-3x range and FFO to debt
of greater than 30%.  INC Research is one of the larger players in
the industry and its margins are on the higher side.  However, the
company has yet to develop a significant presence amongst the
larger pharmaceutical companies.  Alternatively, should INC
Research's credit metrics further improve to where leverage is
under 2x long term and FFO/debt exceeds 45%, S&P would consider an
upgrade.  However, S&P believes that scenario is unlikely, given
that the company is likely to be acquisitive as the CRO industry
consolidates.  INC Research is also likely to be opportunistic on
the share repurchase front, as its private equity sponsor continues
to divest its ownership shares.



JARDEN CORP: S&P Puts 'BB' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate credit
rating on Boca Raton, Fl.-based Jarden Corp. on CreditWatch with
positive implications.  In addition, S&P placed its 'BB' rating on
the company's senior unsecured debt, and its 'B+' senior
subordinated/senior subordinated convertible ratings, on
CreditWatch positive.  S&P's 'BBB-' rating on Jarden's senior
secured bank debt is unaffected by this CreditWatch placement.

Jarden's debt outstanding as of Sept. 30, 2015 was about
$5.9 billion.

S&P also affirmed all of its ratings on Newell Rubbermaid Inc.,
including S&P's 'BBB-' corporate credit rating, and revised the
outlook to negative from stable.

The CreditWatch placement follows the announcement that Newell
Rubbermaid Inc. has entered into a definitive agreement to merge
with Jarden Corp. in a transaction it will fund with cash on hand,
debt and equity issued to Jarden shareholders and Jarden
convertible bondholders.  The transaction is valued at about
$20 billion.  If the transaction closes, S&P believes Jarden Corp.
would become part of financially stronger Newell Rubbermaid.  

S&P expects to resolve the CreditWatch placement when the
transaction closes, at which time S&P is likely to raise the
corporate credit rating and equalize it with Newell Rubbermaid.  To
reach a conclusion, S&P will evaluate the final details of how
Jarden and its existing debt will be integrated into Newell
Rubbermaid's corporate structure.  S&P also expects to raise the
issue-level ratings on Jarden's senior unsecured notes and senior
subordinated/senior subordinated convertible notes.  S&P would then
withdraw its ratings on all of the debt that is repaid.

Alternatively, if the transaction is not completed, S&P would
reassess its ratings on Jarden, which would most likely result in
the ratings being affirmed and removed from CreditWatch.



JW RESOURCES: Sale of 10 Vehicles to Middlesboro for $60K Approved
------------------------------------------------------------------
JW Resources, Inc., et al., sought and obtained authority to sell
10 vehicles to Middlesboro Mining Operations, Inc., for $60,000,
"as is, where is," with no representations, warranties or
guaranties of any kind.

Straight Creek Coal Mining, Inc., is authorized to provide a
written bill of sale to the Purchaser for the vehicles that cannot
be transferred by title and to execute title transfers for the
vehicles that can be transferred by title.

The Debtors are represented by:

          Ronald E. Gold, Esq.
          Douglas L. Lutz, Esq.
          Paige L. Ellerman, Esq.
          FROST BROWN TODD LLC
          3300 Great American Tower
          301 East Fourth Street
          Cincinnati, Ohio 45202
          Phone: (513) 651-6800
          Fax: (513) 651-6981
          Email: rgold@fbtlaw.com
                 dlutz@fbtlaw.com
                 pellerman@fbtlaw.com

             -- and --

          Adam R. Kegley, Esq.
          250 West Main Street, Suite 2800
          Lexington, KY 40507
          Phone: (859) 231-0000
          Email: akegley@fbtlaw.com

                        About JW Resources

JW Resources Inc. and its subsidiaries are U.S. producers of
thermal coal with mineral reserves, mining operations and coal
properties located in the Central Appalachian ("CAPP") regions
of  Kentucky. JW acquired the thermal coal mining operations of
Xinergy in eastern Kentucky for $47.2 million in February 2013.
JW's business operations comprise what is known as the "Straight
Creek" operations located in Bell, Leslie and Harlan Counties,
Kentucky, and the "Red Bird" operations located in Bell, Leslie,
Knox, and Clay Counties, Kentucky.  JW Resources is the parent and
sole shareholder of SCRB Properties, Inc., Straight Creek Coal
Mining, Inc. and SCRB Processing, Inc.

JW Resources and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London,
Kentucky on June 30, 2015.

The Debtors tapped Frost Brown Todd LLC as counsel, and Energy
Ventures Analysis, Inc., as sale advisor.  

JW Resources estimated $1 million to $10 million in assets and
$50 million to $100 million in debt.  Straight Creek estimated
$10 million to $50 million in assets and $50 million to $100
million in debt.


LIGHTSQUARED INC: Settles GPS Suit with Trimble Navigation
----------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that LightSquared and Trimble Navigation Ltd. have settled
their long-running legal fight over the wireless venture's Global
Positioning System network interfered with Trimble, the latest in a
string of recent deals that moves the company closer to deploying
its mobile wireless network.

According to the report, the new LightSquared, which emerged from
bankruptcy under new management, has been busy making peace with
GPS equipment makers in a bid to show the company's broadband
wireless network can coexist with GPS technology.

                  About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

                          *     *     *

Bankruptcy Judge Shelley C. Chapman in late March 2015, approved
LightSquared Inc.'s Chapter 11 reorganization plan.  As previously
reported by The Troubled Company Reporter, the Debtors, in
December, filed a joint plan and disclosure statement, which
contemplate, among other things, (A) new money investments by the
New Investors in exchange for a combination of preferred and
common equity, (B) the conversion of the Prepetition LP Facility
Claims into new second lien debt obligations, (C) the repayment in
full, in cash, of the Inc. Facility Prepetition Inc. Facility
NonSubordinated Claims immediately following confirmation of the
Plan, (D) the payment in full, in cash, of LightSquared's general
unsecured claims, (E) the provision of $1.25 billion in new money
working capital for the Reorganized Debtors, (F) the assumption of
certain liabilities, (G) the resolution of all inter-Estate
disputes, and (H) the contribution by Harbinger of the Harbinger
Litigations.


LPATH INC: Expects to Incur Cash Losses from Operations in 2015
---------------------------------------------------------------
Lpath, Inc. expects to incur cash losses from operations during the
remainder of 2015, Gary J. G. Atkinson, interim chief executive
officer and chief financial officer of the company, stated in a
November 12, 2015 regulatory filing with the U.S. Securities and
Exchange Commission.  

Lpath utilized cash in operations of $8.8 million during the nine
months ended September 30, 2015 and $15.2 million during the year
ended December 31, 2014.  The company expects to continue to incur
cash losses from operations during the remainder of 2015.

"These conditions raise substantial doubt about the company's
ability to continue as a going concern," Mr. Atkinson told the SEC.


The company posted a net loss of $2,226,820 for the quarter ended
September 30, 2015, compared to a net loss of $3,169,104 for the
same period in 2014.  At September 30, 2015, the company had total
assets of $14,302,859, total liabilities of $2,128,903, and total
stockholders' equity of $12,173,956.

As of September 30, 2015, the company had cash totaling $11.6
million.   

Mr. Atkinson pointed out: "As they are currently planned, we do not
believe that our existing cash resources are sufficient to meet our
operating plan for the full 12 month period after the date of this
filing.  We estimate that the cost of our ongoing drug discovery
and development efforts, including our general and administrative
expenses, will consume approximately $8 million through the end of
the second quarter of 2016.  

"Further, we estimate that the costs to wind-down our operations in
an orderly fashion will require $3 million.  However, in the event
we are unable to obtain additional funding or generate revenue from
licensing fees by early 2016, we can defer or curtail certain
planned research and development activities, and extend our
operating runway through the third quarter of 2016.

"We are exploring various strategic alternatives and seeking
additional funding to finance our research and development
activities beyond the second quarter of 2016 by:

1. Pursuing additional funding from existing and potential new
    investors, including selling stock under our at-the-market
    issuance sales agreement with MLV (the MLV Agreement).

2. Exploring cash-generating opportunities from strategic
    alliances, including licensing portions of our technology and
    entering into corporate partnerships or collaborations. In
    such transactions, we could transfer certain rights relating
    to one or more of its drug discovery or development programs,
    or relating to specific indications within those programs and,
    in exchange, receive infusions of cash in the short-term and
    potentially in the long-term as well.

3. Investigating opportunities to partner the operation of
    clinical development programs that would reduce the cost to
    the company of those programs.

4. Continuing to seek additional research grants from the
    National Institutes of Health (NIH) or other sources.

"Future financings through equity investments will be dilutive to
existing stockholders.  Also, the terms of securities we may issue
in future capital transactions may be more favorable for our new
investors.  If we raise additional funds through collaboration or
licensing arrangements, we may be required to relinquish
potentially valuable rights to our product candidates or
proprietary technologies, or grant licenses on terms that are not
favorable to us.  In any event, there can be no assurance that
additional funds will be available when needed from any source or,
if available, will be available on terms that are acceptable to us.
If we are unable to raise funds to satisfy our capital needs on a
timely basis, we will be required to curtail our current business
plans and may ultimately be required to cease operations
altogether."

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/h88f8dx

San Diego-based Lpath, Inc. is focused on the discovery and
development of lipidomic-based therapeutic antibodies, an emerging
field of medical science that targets bioactive signaling liquids
to treat a wide range of human diseases.  The company has developed
four drug candidates and in September 2015, has announced that the
first cohort of six subjects had been dosed in the Phase 1 clinical
trial of Lpathomab.




MAGNUM HUNTER: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Magnum Hunter Resources Corporation          15-12533
        aka Petro Resources Corporation
     909 Lake Carolyn Parkway, Suite 600
     Irving, TX 75039

     Alpha Hunter Drilling, LLC                   15-12534

     Bakken Hunter Canada, Inc.                   15-12535

     Bakken Hunter, LLC                           15-12536

     Energy Hunter Securities, Inc.               15-12537

     Hunter Aviation, LLC                         15-12538

     Hunter Real Estate, LLC                      15-12539

     Magnum Hunter Marketing, LLC                 15-12540

     Magnum Hunter Production, Inc.               15-12541

     Magnum Hunter Resources GP, LLC              15-12542

     Magnum Hunter Resources, LP                  15-12543

     Magnum Hunter Services, LLC                  15-12544

     NGAS Gathering, LLC                          15-12545

     NGAS Hunter, LLC                             15-12546

     PRC Williston LLC                            15-12547

     Shale Hunter, LLC                            15-12548

     Triad Holdings, LLC                          15-12549

     Triad Hunter, LLC                            15-12550

     Viking International Resources Co., Inc.     15-12551

     Williston Hunter ND, LLC                     15-12552

Type of Business: Oil and gas company

Chapter 11 Petition Date: December 15, 2015

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Kevin Gross

Debtors'          James H.M. Sprayregen, P.C.
General           Nora Schweighart, Esq.
Counsel:          KIRKLAND & ELLIS, LLP
                  300 North LaSalle
                  Chicago, IL 60654
                  Tel: 312.862.2000
                  Fax: 312.862.2200
                  Email: james.sprayregen@kirkland.com
                         nora.schweighart@kirkland.com

                    - and -

                  Edward O. Sassower, P.C.
                  Brian E. Schartz, Esq.
                  KIRKLAND & ELLIS LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: 212.446.4800
                  Fax: 212.446.4900
                  Email: edward.sassower@kirkland.com
                         brian.schartz@kirkland.com

Debtors' Local    Laura Davis Jones, Esq.
Counsel:          PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: 302 652-4100
                  Fax: 302-652-4400
                  Email: ljones@pszjlaw.com

                     - and -

                  Joseph Michael Mulvihill, Esq.
                  c/o Pachulski Stang Ziehl & Jones LLP
                  919 Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: 302-778-6406
                  Fax: 302-652-4400
                  Email: Jmulvihill@pszjlaw.com

                    - and -

                  Colin R. Robinson, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: 302-778-6426
                  Fax: 302-562-4400
                  Email: crobinson@pszjlaw.com


Debtors'          Timothy Coleman
Investment        Peter Laurinaitis
Banker:           PJT PARTNERS, LP
                  280 Park Avenue
                  New York, NY 10017
                  Tel: 212.364.7800
                  Email:

Debtors'          Jeff Stegenga
Restructuring     Julie Hertzberg
Advisor:          Ed Mosley
                  ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'          PRIME CLERK LLC
Notice,
Claims and
Balloting
Agent:

Total Assets: $1.4 billion as of Sept. 30, 2015

Total Debts: $1.1 billion as of Sept. 30, 2015

The petition was signed by Gary C. Evans, chairman and chief
executive officer.

List of Debtor's 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wilmington Trust, National         Unsecured Notes   $634,625,000
Association
Ropes & Gray LLP
Attn: Michael Roh & Chenelle
Idehen
Prudential Tower, 800 Boylston
Street
Boston, MA 02199

Wilmington Trust, National          Unsecured Notes  $634,625,000
Association
Attn: Capital Markets and Agency
Services/Magnum Hunter Senior
Notes Due 2020
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-1615

Continuum Midstream, LLC              Trade Payable    $6,188,867
Attn: Anne Psencik
1323 East 71st Street, Ste 300
Tulsa, OK 74136

Stone Energy Corporation              Trade Payable    $4,295,171
Attn: Richard A. Pattarozzi
625 East Kaliste Saloom Rd.
Lafayette, LA 70508

Hunt Oil Company                        Settlement     $3,680,362
Attn: Michael Monroe, General
Counsel
1900 North Akard Street
Dallas , TX 75201-2300

SM Energy                               Settlement     $2,286,102
Attn: David Copeland
1775 Sherman Street
Ste 1200
Denver, CO 80203

Dominion Field Services, Inc.           Contractual    $2,151,021
Attn: Robert Blue                       Obligation
2539 Washington Road
Suite 1010
Upper St. Clair, PA 15241

Bridges Equipment Ltd                     Trade        $1,925,000
Attn: President or General Counsel       Payable
2122 Maurice
Odessa, TX 79760

Bracewell and Giuliani LLP                Trade        $1,485,340
Attn: Brock Bailey, Managing             Payable
Partner
1445 Ross Avenue
Dallas, TX 75202-2724

Beaver Excavating Company                 Trade        $1,362,763
Attn: W. Mark Sterling                   Payable
2000 Beaver Place Ave SW
Canton, OH 44706-1935

USA Compression Partners LLC              Trade        $1,352,135
Attn: Eric D. Long                       Payable
100 Congress Avenue, Ste. 450
Austin, TX 78701

Top Notch Land Service, Inc.              Trade        $2,125,986
Attn: Ryan Mullen, RPL                   Payable
4127 Lost Pavement Road
Parkersburg, WV 26102

Lewis Glasser Casey Rollins               Trade          $987,451
Attn: Ann R. Starcher                    Payable
300 Summers St. BBT Sq Ste 700
P.O. Box 1746
Charleston, WV 25326

Anderson Excavating, LLC                  Trade          $946,312
Attn: Rodney Anderson                    Payable
343 Williams Rd.
Morgantown, WV 26501

Microseismic, Inc.                        Trade          $831,863
Attn: Jeff Foster                        Payable
10777 Westheimer
Ste. 500
Houston, TX 77042

Babst, Calland, Clements and Zomnir       Trade          $771,849
Attn: Chip Babst, Managing Shareholder   Payable
603 Stanwix Street
Two Gateway Center, 6th Floor
Pittsburgh, PA 15222

Gemondo & Mcquiggan, LLP                  Trade          $615,439
Attn: General Counsel                    Payable
615 Washington Rd.
Terrace Level 4
Pittsburgh, PA 15228

Formation Energy LP and Subsidiaries   Settlement        $563,134
Attn: President or General Counsel
1600 Stout Street
Suite 1850
Denver, CO 80202

Greenhunter Resources, Inc.              Trade           $558,849
Attn: Gary C. Evans                     Payable
1048 Texan Trail
Grapevine, TX 76051

Continuum Murphy Liquids                 Trade           $539,037
Terminal, LLC                           Payable
Attn: Anne Psencik
1490 Highway 66
Bulls Gap, TN 37711

Pickering Associates, Inc.               Trade           $505,766
Attn: Ryan Taylor                       Payable
11283 Emerson Ave
Parkesburgh, WV 26104

New Standard Energy Texas, LLC           Trade           $490,797
Attn: Arthur Dixon, Chairman            Payable
1521 Dunlavy Street, Suite B
Houston, TX 77006

Equitrans, LP                            Trade           $486,603
Attn: Pete Curry                        Payable
625 Liberty Avenue
Suite 1700
Pittsburgh, PA 1522

Halliburton Energy Services Inc.         Trade           $448,063
Attn: Robb L. Voyles                    Payable
10200 Bellaire Blvd.
Houston, TX 77072-5299
  
EM Energy Employer, LLC                  Trade           $422,196
Attn: Brian McCurrie                    Payable
1800 Main Street, Suite 220
Canonsburg, PA 15317

United Rentals NA, Inc.                  Trade           $351,846
Attn: Fred B. Bratman                   Payable
Five Greenwich Office Park
Greenwich, CT 06831 5180

Ricochet                                 Trade           $351,082
Attn: Kenneth Parsons                   Payable
401 Wells Hills LN
Friendly, WV 26146

Exterran Energy Solutions, LP            Trade           $314,938
Attn: Donald C. Wayne                   Payable
4444 Brittmore
Houston, TX 77041

DS Bowers                                Trade           $308,605
Attn: Steve Bowers                      Payable
69 Nancys Run
Spencer, WV 25276

Protiviti, Inc.                          Trade           $287,747
Attn: Joseph A. Tarantino               Payable
2613 Camino Ramon
San Ramon, CA 94583

Rain For Rent                            Trade           $285,676
Attn: Mark Lasswell, CEO                Payable
385 Technology Drive
Triadelphia, WV 26059

Enexco, LLC                              Trade           $274,038
Attn: Ron Deem                          Payable
835 Third St.
Marietta, OH 45750

Express Energy SVCS Operating            Trade           $264,233
Attn: Darron Anderson                   Payable
9800 Richmond Avenue, Suite 500
Houston, TX 77042

Wild Well Control                        Trade           $264,068
Attn: Freddy Gebhardt                   Payable
2202 Oil Center Court
Houston, TX 77073

Wildcat Energy Services                  Trade           $236,380
Attn: Gary Roberts, VP &                Payable
General Counsel
Manager
1400 Corporate Center Way
Wellington, FL 33414

Island Operating Company Inc.            Trade           $222,494
                                        Payable


Land and Resources Management, Inc.      Trade          $222,460
                                        Payable

Professional Equipment Service           Trade          $206,000
                                        Payable

GAS Quest, LLC                         Settlement       $200,293

Mike Ross Inc.                         Settlement       $200,293

Campbell Plumbing & Exc., Inc.           Trade          $199,965
                                        Payable

Andrews Kurth LLP                        Trade          $178,711
                                        Payable

Robinson & McElwee                       Trade          $177,000
                                        Payable

Davis Pickering & Co. Inc.               Trade          $170,474
                                        Payable

Grady Rentals, LLC                       Trade          $151,571
                                        Payable

Oneok Rockies Midstream, LLC             Trade          $151,002
                                        Payable

Global Oil & Gas Services LLC            Trade          $137,085
                                        Payable

R & R Well Service, LLC                  Trade          $135,000
                                        Payable

Chesapeake Appalachia LLC                Trade          $134,691
                                        Payable

Norton Rose Fulbright US LLP             Trade          $132,937
                                        Payable

Walter Stansell Welding                  Trade          $124,735
                                        Payable


MARINE ENERGY: Trustee to Disburse Funds for Gilliam to US
----------------------------------------------------------
Judge John E. Waites of the United States Bankruptcy Court for the
District of South Carolina confirmed the enforcement of the
judgment and order entered March 24, 2009, regarding trustee
disbursements on claims for William J. Gilliam.

Prior to the closing of Marine Energy Systems Corporation's Chapter
7 case, the trustee, Ryan Hovis, filed an adversary action to
determine the priority of competing tax claims of the Internal
Revenue Service and the South Carolina Department of Revenue and
allegations by William J. Gilliam that Gilliam Exempt Family Trust
held a senior lien as to the taxing authorities.

The United States asserted tax liens against Gilliam and a Trust
Fund Recovery Penalty tax totaling $6,226,977.62 and sought payment
of the tax debt from funds to be paid by the bankruptcy trustee on
claims held by Gilliam.

On March 24, 2009, the court entered its judgment and order
providing that the bankruptcy trustee is to distribute to the
United States all funds held for Gilliam as well as any additional
funds the trustee receives that would be payable to Gilliam, up to
the amount of the tax debt.

Judge Waites ordered that the trustee is to comply with the said
judgment and order by disbursing to the United States all funds
payable to Gilliam until such time as Gilliam no longer owes an
outstanding balance on the tax debt.

The case is In re: Marine Energy Systems Corporation, A South
Carolina Corporation, Chapter 7, Debtor, CASE NO. 97-01929-JW
(Bankr. D.S.C.).

A full-text copy of Judge Waites' November 9, 2015 order is
available at http://is.gd/orKTRWfrom Leagle.com.


MATTHEW AUTTERSON: Trust and Partnership Claims Reduced By 26%
--------------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Tenth Circuit
affirmed the bankruptcy court's decision, which granted in part the
objection filed by First Citizens Bank & Trust Co., and allowed,
but reduced by 26%, the claims of GL3B Trust II and GL3B Partners
Limited, LLP.

The Bank objected to certain debts that Debtor Matthew Edward
Autterson scheduled as uncontested claims of the Trust and the
Partnership.  The Bank objected that the claims had been scheduled
and would be allowed for more than Autterson actually owed, to the
prejudice of the other unsecured creditors.

The bankruptcy court allowed the claims, but denied recovery of
interest specified in the Trust and Partnership notes.  The court
considered the parties' conduct subsequent to the execution of the
notes in reaching the conclusion.

The appellate panel agreed with the bankruptcy court's conclusion
that the Partnership and the Trust loans to Autterson are
legitimate unsecured debts.  The appellate panel also found that
the record demonstrates a waiver by the Partnership and the Trust
of their respective rights to hold Autterson in default and to
charge him interest on his loans.  

The case is IN RE MATTHEW EDWARD AUTTERSON, Debtor. GL3B TRUST II
and GL3B PARTNERS LIMITED LLP, Chapter 11, Appellants, v. FIRST
CITIZENS BANK & TRUST COMPANY and MATTHEW EDWARD AUTTERSON,
Appellees, BAP NOS. CO-14-063, CO-14-064, BANKR. NO. 13-30184 (BAP
10th Cir.).

A full-text copy of the appellate panel's November 6, 2015 opinion
is available at http://is.gd/lyhZ88from Leagle.com.


MEDIAOCEAN LLC: Term Loan Upsize No Impact on Moody's 'B3' CFR
--------------------------------------------------------------
Moody's Investors Service says that Mediaocean LLC's announcement
that it intends to upsize its senior secured first lien term loan
by $11 million and draw down $6 million on its revolving credit
facility will not impact the company's B3 Corporate Family Rating,
the B3-PD Probability of Default Rating, the B2 (LGD3) ratings on
the senior secured first lien credit facility, or the Caa2 (LGD5)
ratings on the company's senior secured second lien term loan.  The
ratings outlook is stable.


MEN'S WEARHOUSE: Moody's Affirms Ba3 CFR & Revises Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service revised the ratings outlook on The Men's
Wearhouse, Inc. to negative from stable, and affirmed the company's
ratings including the Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, Ba2 secured term loan rating and B2
unsecured note rating.  The company's SGL-2 Speculative Grade
Liquidity Rating was also affirmed.

"The outlook change to negative reflects the accelerating declines
in comparable sales at Jos. A. Bank, which reported a 14.6% decline
in the third quarter due to a drop in customer traffic as it began
the transition away from the Buy-One-Get-Three promotional events,"
stated Moody's AVP-Analyst, Mike Zuccaro. "Through the first week
of December, Jos. A. Bank's quarter-to-date comparable store sales
declined 35.1%.  Should this trend continue, the company risks
missing the low end of its full year earnings guidance, which
Moody's currently expects would result in an increase in
lease-adjusted debt/EBITDA to around 4.8x, up from 4.4x as of Aug.
1, 2015."

Zuccaro added, "The declines at Jos. A. Bank are likely to continue
into at least the first half of 2016, likely causing further
weakening in metrics as it will take time for Jos. A. Bank
rebuilding efforts to take hold and for customers adjust to the new
strategies.  Prolonged or accelerated declines or an inability to
turn around recent weakness in the company's free cash flow could
pressure the company's ratings."

Moody's took these rating actions on Men's Wearhouse, Inc. (The):

Affirmations:

  Corporate Family Rating, Affirmed Ba3
  Probability of Default Rating, Affirmed Ba3-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  Senior Secured Bank Credit Facility (Local Currency) June 18,
   2021, Affirmed Ba2(LGD3)
  Senior Unsecured Regular Bond/Debenture (Local Currency) July 1,

   2022, Affirmed B2(LGD5)

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Men's Wearhouse's Ba3 Corporate Family Rating reflects its
meaningful scale in the men's apparel industry following the Jos.
A. Bank acquisition, with 1,748 stores in North America and
combined revenue of approximately $3.6 billion.  While the company
operates in a relatively narrow segment of the apparel industry,
primarily selling suits and related products, Moody's believes that
this category has less fashion risk than most segments of apparel
retailing.  The rating also reflects the diversification benefits
of operating separate brands.  While the product mix of Men's
Wearhouse and Jos. A. Bank is substantially similar, each brand
focuses on a different demographic.  Liquidity is good, reflecting
Moody's expectation that balance sheet cash, operating cash flow
and revolver availability will more than cover cash flow needs over
the next twelve months.

The rating is constrained by the high debt and leverage burden on
the company, as well as the accelerating declines in sales at Jos.
A. Bank as the transition away from the Buy-One-Get-Three
promotional events resulted in higher gross margins but a decline
in customer traffic and EBITDA.  The ratings also reflects Moody's
expectation that leverage could creep modestly higher over the next
6-12 months as the company's new strategies for Jos. A. Bank take
hold, but also considers the potential for leverage declines beyond
that time frame stemming from more profitable sales at Jos. A.
Bank, cost savings initiatives, and potential debt reduction.

Ratings could be downgraded if the integration of Jos. A. Bank were
to encounter further meaningful execution issues.  In view of the
high initial debt burden there is no room for financial policies to
become more aggressive, such as share repurchases or acquisitions,
or for free cash flow to remain weak or further deteriorate.
Quantitatively ratings could be downgraded if Moody's expected
lease-adjusted debt/EBITDAR to be sustained above 5.0x for an
extended period.

Ratings could be upgraded if the company demonstrates successful
integration of the Jos. A. Bank acquisition which would be
evidenced by improved operating margins for the combined company
reflecting the achievement of a meaningful portion of its targeted
synergies, and positive comparable -store sales.  The company would
also need to make progress reducing absolute debt levels.
Quantitatively, ratings could be upgraded if lease-adjusted
debt/EBITDAR falls below 4.25x and adjusted interest coverage
exceeded 2.75x while maintaining a good overall liquidity profile.

Headquartered in Fremont, CA, Men's Wearhouse operates 1,748 stores
throughout North America, including Puerto Rico and Canada, under
the Men's Wearhouse, Moores, K&G, and Jos. A. Bank brands. The
company also operates North America's largest tuxedo rental
business as well as a global corporate apparel and work wear group
consisting of Twin Hill in the United Stated and Dimensions,
Alexandra, and Yaffy in the United Kingdom.  Annual revenues are
about $3.6 billion.

The principal methodology used in these ratings was Retail Industry
published in October 2015.



MEN'S WEARHOUSE: S&P Lowers CCR to 'B', Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'B' from 'B+' on Texas-based men's suiting and apparel
retailer Men's Wearhouse Inc.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the term
loan to 'B+' from 'BB-' and the issue-level rating on the unsecured
notes to 'CCC+' from 'B-'.  The '2' recovery rating on the term
loan and '6' recovery rating on the unsecured notes remain
unchanged, indicating S&P's expectation of recovery on the high end
of the 70%-90% range and 0%-10% range, respectively.

"The rating action reflects significant underperformance at Jos. A.
Bank and our view that a turnaround of the brand is unlikely in the
near-term and 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.  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 negative traffic trends at
Jos. A. Bank show no signs of moderating," said credit analyst
Andrew Bove.  "Jos. A Bank will also aim to broaden its customer
base by introducing new merchandise targeted toward a younger
demographic.  However, we believe the process will be gradual and
we do not expect the company to realize meaningful benefits from
this over the next year."

The stable outlook reflects S&P's view that although it forecasts
the negative same-store sales trends at Jos. A Bank to continue
over the next 12 months, S&P expects continued good performance
from the remainder of the Men's Wearhouse businesses to partly
offset that trend and liquidity will remain adequate with positive
free operating cash flow.

S&P could lower the ratings if the sales decline at Jos. A. Bank
becomes more severe and extends further than S&P's base-case
expectation, coupled with weakening operating performance at the
company's legacy brands.  This could be a result of Jos. A Bank
losing its core customer from its change in pricing strategy on a
more permanent basis, along with increased competition from
department stores and off-price retailers further pressuring
traffic and margins at all brands.  Under this scenario, revenues
would decrease in the low-single digits in 2016 and gross margin
would be 50 bps below S&P's base-case forecast, resulting in
negative free operating cash flow.  At that time, leverage would be
in the high-6.0x area and EBITDA interest coverage would be in the
mid-2.0x area.  Weakening performance at legacy brands could also
cause S&P to revise down its assessment of the business, resulting
in a lower rating.

Although unlikely, S&P could raise the ratings 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 50 bps over our base-case forecast.  At that time,
leverage would be approaching 5.0x area, and S&P could revise its
assessment of financial risk higher as a result of improved credit
metrics.



METABOLIX INC: Admits Current Capital May Not be Sufficient
-----------------------------------------------------------
Metabolix, Inc., posted a net loss of $5,848,000 for the three
months ended Sept. 30, 2015, compared to a net loss of $7,893,000
for the quarter ended September 30, 2014.  With the exception of
2012, when the company recognized $38,885,000 of deferred revenue
from the terminated joint venture with Archer Daniels Midland
Company (ADM), it has recorded losses since its inception,
including its fiscal quarter ended September 30, 2015, Joseph
Shaulson, president and chief executive officer, and Charles B.
Haaser, chief accounting officer of the company stated in a
regulatory filing with the U.S. Securities and Exchange Commission
on November 12, 2015.

As of September 30, 2015, the company held unrestricted cash and
cash equivalents of $17,894 and we now have $20,000 of availability
under our equity facility with Aspire Capital Fund, LLC.  At
September 30, 2015, the company had total assets of $22,120,000,
total liabilities of $4,342,000, and total stockholders' equity of
$17,778,000.

"Our present capital resources may not be sufficient to fund our
planned operations for a twelve month period, and therefore, raise
substantial doubt about our ability to continue as a going
concern," Messrs. Shaulson and Haaser told the SEC.  

"Our independent registered public accounting firm included an
explanatory paragraph in its report on our financial statements as
of and for the year ended December 31, 2014 with respect to this
uncertainty.  We anticipate approximately $23,000 of total cash
usage for the full year 2015, consistent with our prior
estimates."

The officers related: "We were successful during our fiscal
quarters ending June 30, 2015 and September 30, 2014, in raising
$14,703,000 and $24,913,000, net of offering costs, through private
placements of equity securities.  On October 7, 2015, we entered
into a common stock purchase agreement with Aspire under which
Aspire is committed to purchase, at our direction, up to an
aggregate of $20,000,000 of shares of our common stock over a 30
month period beginning November 9, 2015.  We expect to use the
Aspire facility to complement, rather than replace, other financing
that may be required during the next twelve months to continue our
operations and support our capital needs.  The timing, structure
and vehicles for obtaining future financing are under
consideration, but there can be no assurance that such financing
efforts will be successful.  The current economic environment and
recent uncertainty and volatility in financial markets may make it
difficult to obtain additional financing.

"We continue to face significant challenges and uncertainties and,
as a result, our available capital resources may be consumed more
rapidly than currently expected due to (i) lower than expected
sales of our biopolymer products as a result of slow market
adoption; (ii) increases in capital costs and operating expenses
related to the establishment and start-up of biopolymer
manufacturing on our own or with third parties; (iii) changes we
may make to the business that affect ongoing operating expenses;
(iv) changes we may make to our business strategy; (v) changes in
our research and development spending plans; and (vi) other items
affecting our forecasted level of expenditures and use of cash
resources.

"If we issue equity or debt securities to raise additional funds,
(i) we may incur fees associated with such issuance, (ii) our
existing stockholders may experience dilution from the issuance of
new equity securities, (iii) we may incur ongoing interest expense
and be required to grant a security interest in our assets in
connection with any debt issuance, and (iv) the new equity or debt
securities may have rights, preferences and privileges senior to
those of our existing stockholders.  In addition, utilization of
our net operating loss and research and development credit
carryforwards may be subject to significant annual limitations
under Section 382 of the Internal Revenue Code of 1986 due to
ownership changes resulting from future equity financing
transactions. If we raise additional funds through collaboration,
licensing or other similar arrangements, it may be necessary to
relinquish valuable rights to our potential products or proprietary
technologies, or grant licenses on terms that are not favorable to
us.

"The extent to which we utilize the facility with Aspire as a
source of funding will depend on a number of factors, including the
prevailing market price of our common stock, the volume of trading
in our common stock and the extent to which we are able to secure
funds from other sources.  The purchase agreement contains
limitations on the number of shares that we may sell to Aspire.
Additionally, we and Aspire may not effect any sales of shares of
our common stock under the purchase agreement during the
continuance of an event of default or on any trading day that the
closing sale price of our common stock is less than $0.50 per
share.  Even if we are able to access the full $20,000,000 under
the purchase agreement, we will still need additional capital to
fully implement our business, operating and development plans."

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/jfus45w

Metabolix, Inc. is focused on delivering substantial solutions to
the plastics industry, having core capabilities in microbial
genetics, fermentation process engineering, chemical engineering,
polymer science, plant genetics and botanicals science.  This
advanced biomaterials company is based in Cambridge,
Massachusetts.



MICRON TECHNOLOGY: Moody's Affirms Ba2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Micron Technology Inc.'s
ratings, including the Ba2 Corporate Family Rating, the Ba2-PD
Probability of Default Rating, the Ba3 Senior Unsecured rating, and
the SGL-2 Speculative Grade Liquidity rating.  This follows
Micron's announced plan to acquire the 67% of Inotera Memories,
Inc. that Micron does not currently own for about $4 billion,
funded with about $2.5 billion of new debt, up to $1 billion of
Micron shares, and about $500 million of balance sheet cash.  The
outlook is stable.

RATINGS RATIONALE

Micron's Ba2 corporate family rating (CFR) reflects Micron's strong
market position in the memory business, Micron's low financial
leverage, and large cash balance, which we expect to exceed $3
billion over time.  While the acquisition will increase debt
moderately, debt to EBITDA will remain less than 2x (Moody's
adjusted, proforma for Inotera), which is low relative to other Ba
rated issuers.  Still, this level of leverage is appropriate for
the rating, since leverage metrics can increase considerably during
a cyclical downturn or a heavy capital program as is the case
currently due to the weak PC-DRAM market and Micron's capital
spending to convert NAND production to three dimensional structures
("3D-NAND").  Although the historically highly volatile DRAM
segment now more closely resembles NAND following the segment's
consolidation in 2013, the memory industry overall is characterized
by regular price deflation following technological advances, and
thus requires market participants to incur large investments in new
production technologies to reduce unit costs. Still, we recognize
the flexibility that Micron exhibited during the last industry
downturn (2008-2009) to temporarily defer capital expenditures,
limiting the negative FCF and thus preserving cash.

The Ba3 Senior Unsecured rating, which is one notch below the CFR,
reflects the structural subordination to Micron's secured
liabilities.  The Speculative Grade Liquidity ("SGL") rating of
SGL-2, reflects Micron's good liquidity, based mostly on its
significant cash and marketable securities position, which provides
Micron the ability to maintain capital expenditures during industry
downturns when profitability is weak.

The stable outlook reflects Moody's expectation that Micron will
maintain financial leverage below 2x (Moody's adjusted, proforma
for Inotera) and will manage the DRAM production node transitions
and the technology transition to 3D NAND without material
disruption to output levels.

The rating could be upgraded as Micron both increases gross profit
margin, indicating greater market pricing power, and shows evidence
of improved operational efficiency, such that we expect that
operating margins (Moody's adjusted) will be sustained above the
low digit teens percent through the cycle.  Moody's would expect
these improvements to occur within a market environment of
continued stable market pricing and core growth in demand for DRAM
and NAND.  Maintenance of very strong liquidity, through access to
cash and generally positive free cash flow, and for Micron to
maintain a financial policy balancing the interests of creditors
and shareholders would also be important considerations for any
possible upgrade.

The ratings could be downgraded if Micron does not execute
successfully on its node transitions in DRAM and NAND, or in its
transition to mass production of 3D NAND.  The ratings could also
come under pressure if industry pricing volatility returns to
patterns experienced prior to the industry consolidation in 2013.
If we expect leverage to be sustained above 2.0x EBITDA (Moody's
adjusted), the rating could be downgraded.

Affirmations:

Issuer: Micron Technology Inc.

  Corporate Family Rating (Local Currency), Affirmed Ba2

  Probability of Default Rating, Affirmed Ba2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3(LGD5)
   (assessment revised from LGD4)

Outlook Actions:

Issuer: Micron Technology Inc.

  Outlook, Remains Stable

Micron Technology, Inc., based in Boise, Idaho, manufactures and
markets semiconductor devices, principally DRAM, NAND Flash and NOR
Flash memory, as well as other innovative memory technologies,
packaging solutions and semiconductor systems.

Inotera Memories, Inc, based in Taiwan, manufactures DRAM memory
chips on behalf of Micron.

The principal methodology used in this rating was Global
Semiconductor Industry Methodology published in December 2012.



MICRON TECHNOLOGY: S&P Affirms 'BB' CCR on Inotera Stake Plans
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Boise, Idaho-based Micron Technology
Inc.  The outlook is stable.

At the same time, S&P affirmed the issue ratings on all of Micron's
senior unsecured debt at 'BB'.  The recovery rating remains '3',
indicating S&P's expectation of meaningful (50% to 70%; upper end
of the range) recovery in the event of a payment default.

"The rating affirmation follows the company's announcement that it
will acquire the remaining approximately 67% stake in Inotera
Memories Inc. for approximately $4 billion," said Standard & Poor's
credit analyst Jenny Chang.

S&P expects the transaction will have minimal impact on pro forma
leverage as of fiscal year ended Aug. 31, 2015, in the mid-1x area.
However, S&P expects moderating supply and demand imbalances, weak
PC market environment, and an elevated capital investment program
to fund various technology migrations will likely result in
moderately negative free cash flow in 2016.  

The stable outlook reflects S&P's expectation for leverage to
remain below 2x over the coming year with a potential to spike
temporarily above 2x due to volatile memory market conditions,
despite S&P's expectations for moderately negative free cash flow
in 2016 driven by high capital expenditures.

S&P could lower the rating if current challenging operating
environment were to persist resulting in lower profitability and
leverage sustained above 3x.  Although S&P expects the company to
moderate capital spending in the event of a severe slowdown in
anticipated demand in order to preserve liquidity, S&P could also
lower the rating if the company is not on a path to improve free
cash flow beyond 2016.

Although unlikely over the coming year, S&P could raise the rating
if the company continues to improve its business risk profile
through continued execution in new technologies (including 3D
NAND), increases revenue diversity (including enterprise solid
state design), and maintains its moderate financial policy with
debt to EBITDA sustained below 3x.



MICROSEMI CORP: Moody's Cuts CFR to Ba3 & Rates Sec. Debt (P)Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba3 rating to
Microsemi Corp.'s new Senior Secured Credit Facilities (Revolver,
Term Loan A, and Term Loan B) ("New Credit Facilities") and
downgraded Microsemi's Corporate Family Rating ("CFR") to Ba3 due
to the large increase in leverage used to finance Microsemi's
planned acquisition of PMC-Sierra, Inc ("PMC"). Moody's also
confirmed the Ba3-PD Probability of Default Rating ("PDR") and the
Ba2 ratings of the existing senior secured credit facilities
(Revolver due 2019, Term Loan A due 2019, Term Loan B due 2020).
Upon closing of the PMC acquisition, Moody's expects to convert the
provisional ratings to definitive ratings. The outlook is stable.
This rating action concludes the rating review for downgrade
initiated on October 19, 2015.

Proceeds of the New Credit Facilities, along with balance sheet
cash, Microsemi equity, and PMC option proceeds, will be used to
fund Microsemi's tender offer for all of PMC's outstanding shares,
to fund transaction expenses, and to refinance all of the existing
Microsemi and PMC outstanding debt. Moody's expects to withdraw the
ratings on the existing senior secured credit facilities (Revolver
due 2019, Term Loan A due 2019, Term Loan B due 2020) following
repayment.

The Ba3 CFR reflects Microsemi's leverage, which at closing we
expect to exceed 6x debt to EBITDA (Moody's adjusted, proforma 12
months ended 9/27/2015, excluding projected synergies) and to
remain over 4x over the next 24 months even as synergies accrue,
which is high relative to similarly-rated issuers. This high
leverage reflects both the $2 billion of incremental acquisition
debt and PMC's EBITDA margin profile, which is lower than that of
Microsemi. Beyond just limiting financial flexibility, the high
leverage is concerning due to the significant integration execution
risks, both near term due to the reduction of duplicate
administrative functions, and longer term as Microsemi will need to
set research and development priorities across an expanded product
portfolio that includes PMC's product lines serving the storage
business. Moreover, Moody's believes that the increase in leverage,
well beyond levels reached following recent acquisitions, indicates
that Microsemi now has a more aggressive financial policy,
characterized by a greater tolerance for high leverage in funding
acquisitions.

Nevertheless, based on public statements, we anticipate that
Microsemi will prioritize debt reduction to reduce debt to EBITDA
to levels more appropriate for the Ba3 CFR. This is feasible due to
Microsemi's high-margin business model and good cash flow
generation due to its fab-lite manufacturing strategy as well as
its strong market position across its high-performance analog (HPA)
and mixed-signal portfolio. Moreover, the acquisition will
diversify Microsemi's end market exposure, expanding Microsemi
further into the data center end market with PMC's storage
connectivity and controller business. Although PMC's EBITDA margins
are lower than Microsemi's due in large part to PMC's large
research and development spending, PMC's gross margins are much
higher than Microsemi's suggesting a strong intellectual property
portfolio, which provides PMC with pricing power. Microsemi expects
to capture cost synergies of $100 million primarily through the
removal of duplicate operating expenses and research and
development, which should over time raise the EBITDA margins of the
PMC operations up to the Microsemi corporate average.

The (P)Ba3 rating on the New Credit Facilities, at the same level
as the Ba3 CFR, reflects the largely secured debt capital structure
and limited cushion of unsecured non-debt liabilities. To the
extent that Microsemi issues significant amounts of unsecured debt,
the ratings of the New Credit Facilities could be raised. The
Speculative Grade Liquidity ("SGL") rating of SGL-2, reflects
Microsemi's good liquidity, supported by consistent free cash flow
("FCF"), which Moody's expects to exceed $300 million over the next
year, cash of at least $200 million, and availability under the new
$350 million revolving credit facilities.

The stable outlook reflects Moody's expectation that Microsemi will
direct FCF for debt reduction and will integrate PMC without
material operational disruption. Moody's also expects that
Microsemi will show clear progress in achieving the anticipated
$100 million in operating cost synergies. Through the combination
of debt reduction and EBITDA expansion, Moody's expects debt to
EBITDA (Moody's adjusted) to decline toward 4.5x over the next
year.

Although a rating upgrade is unlikely over the next year due to the
high leverage and integration risks, over the intermediate term the
ratings could be raised if Microsemi makes steady progress
improving the leverage profile, with debt to EBITDA (Moody's
adjusted) maintained below 3.75x. Moody's would also expect
Microsemi to maintain a conservative financial policy, balancing
the interests of creditors and shareholders.

The rating could be pressured if Microsemi fails to make progress
reducing leverage, such that Moody's expects that debt to EBITDA
(Moody's adjusted) will remain above 4.5x.

Downgrades:

Issuer: Microsemi Corporation

-- Corporate Family Rating (Local Currency), Downgraded to Ba3
    from Ba2

Assignments:

Issuer: Microsemi Corporation

-- Senior Secured Bank Credit Facility (Local
    Currency)[Revolver], Assigned (P)Ba3, LGD3

-- Senior Secured Bank Credit Facility (Local Currency)[Term Loan

    A], Assigned (P)Ba3, LGD3

-- Senior Secured Bank Credit Facility (Local Currency)[Term Loan

    B], Assigned (P)Ba3, LGD3

Outlook Actions:

Issuer: Microsemi Corporation

-- Outlook, Changed To Stable From Rating Under Review

Affirmations:

Issuer: Microsemi Corporation

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

Confirmations:

Issuer: Microsemi Corporation

-- Probability of Default Rating, Confirmed at Ba3-PD

-- Senior Secured Bank Credit Facility (Local Currency)[Revolver
    due August 2019], Ba2, LGD3 *

-- Senior Secured Bank Credit Facility (Local Currency)[Term Loan

    A due August 2019], Ba2, LGD3 *

-- Senior Secured Bank Credit Facility (Local Currency)[Term Loan

    B due February 2020], Ba2, LGD3 *

*These ratings will be withdrawn upon repayment following closing
of the PMC acquisition.

Microsemi Corp., based in Aliso Viejo, California, is a global
supplier of high-performance analog (HPA) and mixed signal
integrated circuits as well as high reliability discrete
semiconductors targeted to the defense & security, aerospace,
communications, and industrial end markets.

PMC-Sierra, Inc., based in Sunnyvale, California, is a fabless
supplier of mixed signal integrated circuits and related software
for use in data centers and enterprise networking applications. Key
products include solid state drive controllers and PCIe storage
switches.



MIDWAY GOLD: Wants Title Company to Pay Net Proceeds Into Registry
------------------------------------------------------------------
BankruptcyData reported that Midway Gold filed with the U.S.
Bankruptcy Court an emergency motion to revise the Court's previous
order (a) approving an agreement for purchase and sale, (b)
authorizing the sale of property of the estate and (c) authorizing
payment of a broker's commission.

The emergency motion explains, "The proposed revisions to the Sale
Order include the following: Authorization of the title company to
pay the net proceeds into the registry of the Court.  The net
proceeds will be released from the Court's registry upon motion by
Debtors.  The Debtors are in the process of finalizing the
stipulation with Jacobs, which will result in a substantial portion
of the proceeds being released from the Court's registry.  The
remaining proceeds will be subject to the Halstead Lien pending
resolution of that lien; and that the Revised Sale Order be entered
on November 23, 2015, which is the date the Sale Order entered….
Additionally, absent an order the closing will be delayed fourteen
days from entry of the Revised Order because the title company will
not insure over the 14 day appeal period.  The above revisions are
necessary to facilitate an expeditious closing of the Property,
which is currently scheduled to occur on or before Dec. 15, 2015."

                       About Midway Gold

Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.

Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc.  The executive
offices are in Englewood, Colorado.  Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada.  Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington.  Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project.  Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.

On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code.  The Debtors' cases
have been assigned to Judge Michael E. Romero.  

Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.

The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.

Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015.  Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of  
$122,448,181 as of the Chapter 11 filing.

In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors.  The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear.  Gavin/Solmonese LLC serves as its financial advisor.


MOLYCORP INC: 10% Noteholders Object to Exclusivity Extension
-------------------------------------------------------------
The Ad Hoc 10% Noteholders oppose Molycorp, Inc., et al.'s request
for further extension of their exclusive periods and ask the U.S.
Bankruptcy Court for the District of Delaware to terminate the
exclusive periods to allow other parties to propose a
reorganization plan.

The 10% Noteholders assert that the Debtors have not only failed to
show proof that the cause for granting the extension exists, but
have also demonstrated that the exclusivity needs to be terminated
immediately to allow other parties to file an alternative plan.
The 10% Noteholders complain that the Debtors and Oaktree's guise
of a sale process was merely a facade to facilitate handing the
company over to Oaktree as the unapproved stalking horse bidder.

The Debtors, in response to the 10% Noteholders, argue that the
Noteholders plainly rely on the unfounded assumption that the
Debtors will pursue confirmation of the Plan without input from the
Committee and the Ad Hoc Group of 10% Noteholders.  Contrary to
these assertions, the Debtors had reverted to the expressed
interests of these parties in their negotiations with Oaktree and
now seek to negotiate with all parties in an attempt to reach
consensus on their Plan, the Debtors pointed out.  Therefore, the
Debtors' continued efforts will be impeded by the termination of
the Exclusive Periods, the Debtors told the Court.

In fact, termination of the Exclusive Periods could work to delay
confirmation of a plan of reorganization and hamper the sale
process which will likewise result in increased costs to the
Debtors and their creditors, the Debtors argued.

OCM MLYCo. CTB Ltd., aka Oaktree, filed a response to the
objections of the Committee and the 10% Noteholders to the
extension of the Debtors' exclusivity and objection to their
cross-motions for termination of the Debtors' exclusivity.

Molycorp Inc. is represented by:

         M. Blake Cleary, Esq.
         Edmon L. Morton, Esq.
         Justin H. Rucki, Esq.
         Ashley E. Jacobs, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 19801
         Telephone: (302) 571-6600
         Facsimile: (302) 571-1253
         Email: mbcleary@ycst.com
                emorton@ycst.com
                jrucki@ycst.com
                ajacobs@ycst.com

            -- and --

         Paul D. Leake, Esq.
         Lisa Laukitis, Esq.
         George R. Howard, Esq.
         JONES DAY
         222 East 41st Street
         New York, New York 10017
         Telephone: (212) 326-3939
         Facsimile: (212) 755-7306
         Email: pdleake@jonesday.com
                llaukitis@jonesday.com
                grhoward@jonesday.com

            -- and --

         Brad B. Erens, Esq.
         Joseph M. Tiller, Esq.
         JONES DAY
         77 West Wacker
         Chicago, Illinois 60601
         Telephone: (312) 782-3939
         Facsimile: (312) 782-8585
         Email: bberens@jonesday.com
                jtiller@jonesday.com

Ad Hoc 10% Noteholders is represented by:

         Laura Davis Jones, Esq.
         James E. O'Neill, Esq.
         Colin R. Robinson, Esq.
         PACHULSKI STANG ZIEHL &JONES LLP
         919 N. Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705 (Courier 19801)
         Telephone: (302) 652-4100
         Facsimile: (302) 652-4400
         Email: ljones@pszjlaw.com
                jo'neill@pszjlaw.com
                crobinson@pszjlaw.com

            -- and --

         Thomas Moers Mayer, Esq.
         Gregory Horowitz, Esq.
         Joshua K. Brody, Esq.
         Andrew M. Dove, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, New York 10036
         Telephone: (212) 715-9100
         Facsimile: (212) 715-8000
         Email: tmayer@kramerlevin.com
                ghorowitz@kramerlevin.com
                jbrody@kramerlevin.com
                adove@kramerlevin.com

                 About Molycorp, Inc.

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

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

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

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

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

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

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

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

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

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


MOLYCORP INC: Can Pay Incentives to Senior Executives
-----------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware authorized Molycorp, Inc., et al., to
pay incentives to senior executives.

All objections to the motion not otherwise withdrawn or resolved by
the changes reflected in the Consensual KEIP are overruled.  The
resolutions and compromises reached between the Debtors, the
Official Committee of Unsecured Creditors, Oaktree and the 10%
Noteholders with respect to the terms of the Consensual KEIP are
limited solely to the terms of the Consensual KEIP and will not be
used by any party for any other purpose, including in connection
with any future disputes in the Chapter 11 cases.

The Consensual KEIP contemplates incentive awards tied to the
achievement of the Cash Balance Target, HESS Target, Business Unit
Targets and the Mountain Pass Cash Flow Metric originally set forth
in the Modified KEIP, though the potential awards for achieving the
Operational Metrics are significantly reduced in amount.  In
addition, the Consensual KEIP provides for a potential incentive
award tied to the achievement of a threshold value in connection
with the sale of the Debtors' three major operating business units.
The Consensual KEIP reduces the potential incentive awards for the
achievement of the Operational Metrics by close to 50%.  Moreover,
at both threshold and target levels, the total cost of the
Consensual KEIP and the Total Direct Compensation of each of the
Senior Executives are lower than would have been the case under the
Original KEIP.

The Committee, Andrew R. Vara, the Acting United States Trustee for
Region 3, and the United Steelworkers, objected to the proposed
KEIP.  The USW complained that the KEIP appears to be nothing more
than a giveaway to insiders who were doing Oaktree's bidding and at
best, a retention plan which on its face does not meet the
requirements of Bankruptcy Code.  The USW futher complained that
the plan of reorganization filed by the Debtors had effectively
capitulated to Oaktree at the expense of all remaining
stakeholders.

The U.S. Trustee complained that the Debtors were not able provide
sufficient evidence of incentivizing targets that render any
portion of the Modified KEIP anything more than a disguised
retention plan.  Likewise, the Debtors failed to demonstrate, inter
alia, that the payments under the KEIP were not primarily retention
payments to insiders, that it represents the "actual, necessary
cost of preserving the estates", and that the KEIP was justified by
the facts and circumstances of the cases, the U.S. Trstee further
complained.

In reply to the objections filed by the USW and the U.S. Trustee,
the Debtors pointed out that USW's objection was, in the first
instance, a joinder to the objection that the Committee was
contemplating file until an agreement was reached on the terms of
the Consensual KEIP.  Therefore, because the Committee is no longer
objecting to the Motion, the objection by the USW should be given
no weight, the Debtors told the Court.  The thrust of the U.S.
Trustee's objection was that the Debtors had presented insufficient
evidence to support approval of its KEIP, the Debtors further
pointed out.  The Debtors contends that the record before the Court
is now replete with evidence supporting the approval of the
Consensual KEIP regarding the design of an incentive plan for the
Senior Executives, the Operational Metrics, the reasonableness of
the size of the incentive plan and the reasonableness of the Total
Direct Compensation of the Senior Executives based on comparisons
to both a set of proxy data and set of survey data.

Molycorp Inc. is represented by:

         M. Blake Cleary, Esq.
         Edmon L. Morton, Esq.
         Justin H. Rucki, Esq.
         Ashley E. Jacobs, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 19801
         Telephone: (302) 571-6600
         Facsimile: (302) 571-1253
         Email: mbcleary@ycst.com
                emorton@ycst.com
                jrucki@ycst.com
                ajacobs@ycst.com

            -- and --

         Paul D. Leake, Esq.
         Lisa Laukitis, Esq.
         George R. Howard, Esq.
         JONES DAY
         222 East 41st Street
         New York, New York 10017
         Telephone: (212) 326-3939
         Facsimile: (212) 755-7306
         Email: pdleake@jonesday.com
                llaukitis@jonesday.com
                grhoward@jonesday.com

            -- and --

         Brad B. Erens, Esq.
         Joseph M. Tiller, Esq.
         JONES DAY
         77 West Wacker
         Chicago, Illinois 60601
         Telephone: (312) 782-3939
         Facsimile: (312) 782-8585
         Email: bberens@jonesday.com
                jtiller@jonesday.com

Ad Hoc 10% Noteholders is represented by:

         Laura Davis Jones, Esq.
         James E. O'Neill, Esq.
         Colin R. Robinson, Esq.
         PACHULSKI STANG ZIEHL &JONES LLP
         919 N. Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705 (Courier 19801)
         Telephone: (302) 652-4100
         Facsimile: (302) 652-4400
         Email: ljones@pszjlaw.com
                jo'neill@pszjlaw.com
                crobinson@pszjlaw.com

            -- and --

         Thomas Moers Mayer, Esq.
         Gregory Horowitz, Esq.
         Joshua K. Brody, Esq.
         Andrew M. Dove, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, New York 10036
         Telephone: (212) 715-9100
         Facsimile: (212) 715-8000
         Email: tmayer@kramerlevin.com
                ghorowitz@kramerlevin.com
                jbrody@kramerlevin.com
                adove@kramerlevin.com

United Steelworkers is represented by:

         Susan E. Kaufman, Esq.
         LAW OFFICE OF SUSAN E. KAUFMAN, LLC
         919 N. Market Street, Suite 460
         Wilmington, DE 19801
         Telephone:  302-472-7420
         Facsimile: 302-792-7420
         Email: skaufman@skaufmanlaw.com

            -- and --

         David R. Hock, Esq.
         COHEN, WEISS AND SIMON LLP
         330 West 42nd Street
         New York, NY 10036
         Telephone:  (212) 563-4100
         Facsimile: (646) 473-8230
         Email: rseltzer@cwsny.com

            -- and --

         David R. Jury, Esq.
         Associate General Counsel
         UNITED STEELWORKERS
         Five Gateway Center, Room 807
         Pittsburgh, PA 15222
         Telephone:  (412) 562-2545
         Email: djury@usw.org

The United States Trustee is represented by:

         Andrew R. Vara
         Acting United States Trustee Region 3
         Office of the United States Trustee
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207
         Wilmington, DE 19801
         Telephone: (302) 573-6491
         Facsimile: (302) 573-6497

                       About Molycorp Inc.

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

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

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

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

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

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

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

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

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

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


MOLYCORP INC: U.S. Trustee, Noteholders Object to Plan Outline
--------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, and UMB Bank,
N.A., as successor indenture trustee for the holders of certain 10%
Senior Secured Notes due June 1, 2020, object to the approval of
the disclosure statement explaining Molycorp, Inc., et al.'s joint
plan of reorganization.

The U.S. Trustee complains that the Disclosure Statement did not
include a liquidation analysis, prospective financial information
or a valuation analysis.  The financial information provided by the
Debtors is insufficient for the U.S. Trustee to make an informed
judgment.  Thus, the U.S. Trustee asserts that the Court should
withhold approval of the Disclosure Statement until the time as the
Debtors are willing to unseal the critical disclosures in
connection with the Plan and provide their creditors with an
opportunity to review and object.

The 10% Noteholders assert that any ballots used in the
Solicitation Procedures for claims on the 10% Notes should indicate
and clarify (i) that Beneficial Owners are receiving two separate
ballots and (ii) that Beneficial Owners are encouraged to complete
and return both ballots.  In addition, the 10% Noteholders ask the
Debtors to clarify what information they want the 10% Notes
Indenture Trustee to deliver concerning Directly Registered
Holders.

The United States Trustee is represented by:

         David L. Buchbinder, Esq.
         Trial Attorney
         Office of the United States Trustee
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

The 10% Noteholders are represented by:

         William W. Kannel, Esq.
         Ian A. Hammel, Esq.
         Adrienne K. Walker, Esq.
         MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
         One Financial Center
         Boston, MA 02111
         Tel: 617-542-6000
         Fax: 617-542-2241
         Email: wkannel@mintz.com
         awalker@mintz.com

            -- and --

         Thomas D. Walsh, Esq.
         MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN
         1007 N. Orange St., 6th Fl.
         P.O. Box 8888
         Wilmington, DE 19899
         Tel: 302-552-4325
         Email: tdwalsh@MDWCG.com

                       About Molycorp Inc.

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

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

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

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

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

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

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

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

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

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


MSES CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MSES Consultants, Inc.
        PO Drawer 190
        Clarksburg, WV 26302-0190

Case No.: 15-01204

Chapter 11 Petition Date: December 14, 2015

Court: United States Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Judge: Hon. Patrick M. Flatley

Debtor's Counsel: Richard R. Marsh, Esq.
                  McNEER, HIGHLAND, McMUNN AND VARNER, LC
                  P.O. Drawer 2040
                  Clarksburg, WV 26302-2040
                  Tel: 304-626-1119
                  Fax: 304-623-3035
                  Email: rrmarsh@wvlawyers.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lawrence M Rine, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvnb15-01204.pdf


NEW MEDIA: Moody's to Retain B2 CFR on Announced Transactions
-------------------------------------------------------------
Moody's Investors Service says the sale of DB Nevada Holdings,
Inc., publisher for the Las Vegas Review-Journal, and agreement to
acquire two local media assets in separate transactions: Business
Information Division of Dolan LLC and publishing operations of a
local, daily newspaper will not impact the B2 Corporate Family
Rating, B3-PD Probability of Default Rating or the B2 rating
assigned to the revolving credit and term loan facility of New
Media Holdings II LLC.  The acquisitions are expected to be funded
using balance sheet cash, and pro-forma for all three transactions,
the company's operating performance is expected to remain
unchanged.


NEW YORK MILITARY: Court Approves $15.8MM Sale to Non-Profit
------------------------------------------------------------
Judge Cecelia G. Morris entered an order authorizing New York
Military Academy to sell substantially all of its assets to
Research Center on Natural Conservation, Inc., for $15,825,000.

Stalking horse Global Preparatory Academies LLC opened the auction
with a $13,125,000 offer.  At the auction conducted Sept. 30,
Natural Conservation emerged as the highest bidder, and Global
Preparatory emerged as the next highest bidder.

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

           http://bankrupt.com/misc/NYMA_187_Sale_Order.pdf

                           Sale Timeline

The Debtor originally filed, on July 1, 2015, a plan of
reorganization and disclosure statement.

On July 10, 2015, Cornwall Improvement, LLC, a creditor owed in
excess of $8,600,000, won Bankruptcy Court approval of a
stipulation and order lifting the automatic stay to allow it to
proceed with its state court foreclosure remedy.  The foreclosure
sale was scheduled by Cornwall for Oct. 2, 2015.

On Sept. 4, 2015, the Debtor filed a motion for entry of an order
approving procedures to sell its assets, located in the Town of
Cornwall, New York, free and clear of liens, claims and
encumbrances.  The proposed procedures contemplated a Sept. 30
auction and a starting bid from interested parties of $9,500,000.

On Sept. 16, 2015, the Debtor won approval of an application to tap
the nationally recognized marketing real estate consultant, Hilco,
to conduct marketing efforts.

On Sept. 25, 2015, the Official Committee of Unsecured Creditors
filed a motion seeking to delay the foreclosure auction.  Judge
Morris denied the motion on Sept. 28.

On Sept. 29, 2015, the Bankruptcy Court granted the Debtor's
bidding procedures motion.

On Sept. 30, 2015, Hilco Real Estate, LLC, conducted an auction at
which time the Purchaser was named the successful bidder.

On Oct. 8, 2015, the Honorable Cecelia Morris, Chief Bankruptcy
Judge for the Southern District of New York scheduled a sale
hearing for Oct. 19, 2015.

Special Counsel to New York Military Academy:

         McCARTER & ENGLISH, LLP
         Jeffrey T. Testa
         Jeffrey Testa
         Matthew Wapner
         Four Gateway Center
         100 Mulberry Street
         Newark, NJ 07102
         Telephone: (973) 622-4444
         E-mail: Jtesta@mccarter.com
                 mwapner@mccarter.com

Counsel to New York Military Academy:

         LEWIS D. WROBEL, ESQ.
         Lewis D. Wrobel
         201 South Avenue, Suite 506
         Poughkeepsie, NY 12601
         Telephone: (845) 473-5411
         E-mail: lewiswrobel@verizon.net

Counsel to the Official Committee of Unsecured Creditors of NYMA:

         WASSERMAN, JURISTA & STOLZ, P.C.
         110 Allen Road, Suite 304
         Basking Ridge, NJ 07920
         Phone: (973) 467-2700
         Steven Z. Jurista, Esq.
         Donald W. Clarke, Esq.

Attorneys for Cornwall Improvement:

         GENOVA & MALIN
         Hampton Business Center
         1136 Route 9
         Wappingers Falls, NY 12590
         Tel: (845) 298-1600
         Thomas Genova, Esq.
         Andrea B. Malin, Esq.

                      About New York Military

New York Military Academy operated a military preparatory school in
the town of Cornwall, Orange County New York, a not-for-profit
corporation for more than 130 years.  Its real property consists of
three separate parcels of land.  The first parcel consists of 77.3
acres of property that contains administrative, academic, dormitory
facilities, accessory structures, apartments and several single
family residences. The second parcel of land is an undeveloped
parcel on the east side of Route 9D and is approximately 35 acres.
The third parcel is also an undeveloped parcel on the east side of
Route 9D and is approximately 1.1 acres.

New York Military Academy filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015.  David B.
Fields, the First Vice-President, signed the petition.  The Debtor
reported total assets of $10.5 million and total debts of $10.9
million.

Lewis D. Wrobel, Esq., at Lewis D. Wrobel, serves as counsel to the
Debtor.

The U.S. Trustee for Region 2 appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee tapped Steven Jurista, Esq., Wasserman, Jurista & Stolz,
PC, as counsel.


NEW YORK MILITARY: Terms of Sale to Natural Conservation
--------------------------------------------------------
New York Military Academy sought and obtained Bankruptcy Court
authority to sell substantially all of its assets to Research
Center on Natural Conservation, Inc., for $15,825,000.  The salient
terms of the Sale Agreement include:

   * Purchase Price: the aggregate purchase price (the "Purchase
Price") to be paid by the Buyer for the Assets is $15,825,000 at
Closing.

   * Good Faith Deposit: the Purchaser has delivered a Deposit of
$1,582,500 to the Escrow Agent.  In the event the Sale Order is not
entered on or before Oct. 30, 2015, the Seller will return the
Deposit to the Purchaser within three business days.

   * Buyer's Premium: on the Closing Date, separate and apart from
the Purchase Price, the Purchaser will cause to be paid a buyer's
premium to Hilco in accordance with the Order Approving Employment
of Marketing Consultant and Real Estate Broker entered on September
16, 2015 in the amount of $474,750 representing 3 percent of the
Purchase Price.

   * The Assets to be Sold: the Assets to be sold are specifically
set forth in the Sale Agreement and include but are not limited to
the following:

     (a) All certificates, licenses, credentials, accreditations,
permits, registrations etc. for the regular operations of the
School (NYMA) as further described on Exhibit A-4 annexed to the
Sale Agreement;

     (b) the School (including School Premises and all elements
involved in the operation of the school) as further described on
Exhibit A-5 annexed to the Sale Agreement;

     (c) all office and other supplies, machinery, equipment,
tools, vehicles, furniture, furnishings, goods and any rights under
lease to use such machinery, vehicles, furnishings and equipment;
all rights under any agreement, plan, instrument, registration,
license, certificate of occupancy, other permit, certification,
authorization or approval of any nature as further described on
Exhibit B annexed to the Sale Agreement;

     (d) all rights, if any, under any patent, trademark, service
mark, trade name or copyright, websites and their domain names,
whether registered or unregistered, and any applications therefor
as further described on Exhibit C annexed to the Sale Agreement;

     (e) all maintenance and service contracts, if any as further
described on Exhibit D annexed to the Sale Agreement;

     (f) all of the Seller's rights, title and interests in the
name of "New York Military Academy" or any derivative thereof as
further described on Exhibit E annexed to the Sale Agreement;

     (g) all telephone numbers to the School as further described
on Exhibit F annexed to the Sale Agreement; and

     (h) all other assets of the Seller, tangible and intangible,
including school credentials and affiliated licenses except those
excluded under Section 1.3.3

   * The Excluded Assets: the following assets of the Seller shall
be specifically excluded from the sale:

     (a) any cash or cash equivalents held by or on behalf of
Seller prior to the Closing Date excluding those cash from the
Purchaser including the auction earnest money, deposit and down
payment, full purchase price, etc.;

     (b) any accounts receivable invoiced by Seller relating to the
School prior to the Closing Date;

     (c) any notes receivable owing to the Seller accrued prior to
the Closing Date;

     (d) any proceeds from that certain lawsuit pending in Orange
County (NY) Supreme Court, Index No. 5948/2013 and entitled NEW
YORK MILITARY ACADEMY v. NEWOPEN GROUP, OBRIDGE GROUP
LLC, ET AL;

     (e) all organizational, tax, pension, benefit plan and
accounting, or other records of the Seller that Seller is required
by law to retain which however will be available for the Purchaser
to review at any time; and Purchaser will not destroy any such
documents without first providing the Seller written notification
and five business days' notice to remove the documents that the
Purchaser may seek to abandon and/or destroy;

     (f) all the rights that accrue or will accrue to the Seller
under the Sale Agreement;

     (g) all causes of action of any kind including but not limited
to the breach of fiduciary duty and those causes of action
belonging to the Debtor under Chapter 5 of the Bankruptcy Code; and


     (h) Directors & Officers or Error & Omission insurance
policies, claims thereunder, recoveries thereunder or proceeds
thereunder.

   * The Assets Will be Sold Free and Clear of Encumbrances, and
the Purchaser Shall Not Have Successor Liability: the Sale of the
Assets by the Debtor to the Purchaser shall be free and clear of
all liens, claims, security interests, pledges, charges, options,
encumbrances and interests of any kind whatsoever (collectively,
the "Encumbrances") thereon and therein against in accordance with
section 363 of the Bankruptcy Code and the Purchaser shall not have
any Successor Liability.

   * "AS IS, WHERE IS": the Sale of the Assets shall be on "AS IS,
WHERE IS" basis, without representations or warranties of any kind,
nature or description by the Debtor, its agents or representatives.
The Purchaser acknowledges it is relying solely on its own review
and upon its own independent investigation of the Assets; and that
it is not relying upon any written or oral statements, documents,
representations, warranties of the Debtor, the Debtor's
representatives or its retained professionals.

   * Record Retention and Access: The Purchaser hereby agrees and
acknowledges that the Seller shall be permitted to retain copies of
the business records, including students' school records, to be
transferred with the Assets.  Additionally, the Purchaser shall
provide to the Seller and its agents such reasonable access to or,
at the Seller's expense, copies of the business records transferred
to the Purchaser pursuant to this Sale Agreement, upon reasonable
notice and during normal business hours, as the Seller may
reasonably request.  The Purchaser will allow the Seller's retained
professionals reasonable access to forensically copy any computer
or servers which contain books, records or other documents that the
Seller deems necessary to administer the bankruptcy proceeding,
including but not limited to any documents relating to any pension
or benefit plan.  The Seller agrees that it shall not destroy or
abandon any business records until the closure of the Seller's
bankruptcy proceeding.  This provision will survive Closing.

   * Taxes: All recordation, transfer, documentary, excise, sales,
value added, use, stamp, conveyance or other similar taxes, duties
or governmental charges, and all recording or filing fees or
similar costs, imposed or levied by reason of, in connection with
or attributable to this Sale Agreement or the transactions
contemplated hereby, which are not specifically exempt under law,
(collectively, "Transfer Taxes") will be borne by the Seller.  In
no event shall Purchaser be required to pay any Transfer Taxes.
This sale transaction is an integral part of the Plan of
Reorganization previously filed by the Debtor and the Debtor
therefor intends to seek that the sale of the assets is exempt from
Transfer Taxes pursuant to 11 U.S.C. Sec. 1146(a).  Only if
acceptable to the Purchaser's title company to enable this
transaction to close by October 30, 2015 and record the deed
immediately, the Seller shall escrow the appropriate Transfer
Taxes for a determination by the United States Bankruptcy Court if
such Transfer Taxes are exempt

   * Closing Date: the closing date for the Sale of the Assets was
slated to occur within one day of the Court entering the Sale
Order, and in any event no later than Oct. 30, 2015.

   * No Stays: at the request of the Purchaser, the Debtor is
requesting relief from the 14-day stays imposed by Bankruptcy Rules
6004(h) and 6006(d).  The Purchaser believes that time is of the
essence given the rights of the secured lender to foreclose on the
Assets which the Debtor believes would not be in the best interest
of all creditors.  Additionally, the Buyer has the right to
terminate the Sale Agreement if closing fails to occur by Oct. 30,
2015.


OPTIMA SPECIALTY: S&P Lowers CCR to 'CCC+', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Optima Specialty Steel Inc. to 'CCC+' from 'B'.
The outlook is negative.

S&P also lowered the rating on the company's 12.5% senior secured
notes to 'B' from 'B+'.  S&P revised the recovery rating on the
debt to '1' from '2', indicating its expectation for very high (90%
to 100%) recovery in the event of payment default.  In addition,
S&P lowered the rating on the company's 12% senior unsecured notes
to 'CCC-' from 'CCC+'.  The recovery rating on the debt remains
'6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of payment default.

"The negative outlook reflects our view that Optima may face a
liquidity crisis in the next 12 months if it is unable to refinance
its debt in a timely fashion," said Standard & Poor's credit
analyst Patricia Mendonca.

S&P could lower the rating to 'CCC' if by the end of the first
quarter of 2016 the company has not addressed the note refinancing.
S&P could also lower the rating if the company's operating
performance deteriorates further, with minimal or negative cash
flow generation and further ABL borrowings, which would indicate an
imminent liquidity crisis.

S&P may revise the outlook to stable if the company addresses the
note refinancing in the next three months.



ORIENT PAPER: Expresses Substantial Doubt on Going Concern Ability
------------------------------------------------------------------
Orient Paper, Inc., has substantial doubt about its ability to
continue as a going concern, Zhenyong Liu, chief executive officer,
and Jing Hao, chief financial officer of the company said in a
November 11, 2015 regulatory filing with the U.S. Securities and
Exchange Commission.

"Although management believes it can secure financial resources to
satisfy the company's current liabilities and the capital
expenditure needs in the next 12 months, there are no guarantees
that these financial resources will be secured.  Therefore, there
is a substantial doubt about the ability of the company to continue
as a going concern that it may be unable to realize its assets and
discharge its liabilities in the normal course of business."

As of September 30, 2015, the company had current assets of
$21,101,202 and current liabilities of $27,815,091 (including
amounts due to related parties of $3,944,771), resulting in a
working capital deficit of approximately $6,713,889; while as of
December 31, 2014, the company had current assets of $26,554,862
and current liabilities of $44,470,148 (including amounts due to
related parties of $3,376,120), resulting in a working capital
deficit of approximately $17,915,286.

According to Ms. Hao, "We are currently seeking to restructure the
term of our liabilities by raising funds through long-term loans to
pay off liabilities with shorter terms.  Our ability to continue as
a going concern is dependent upon obtaining the necessary financing
or negotiating the terms of the existing short-term liabilities to
meet our current and future liquidity needs.

"On January 20, 2014, our Chairman and Chief Executive Officer Mr.
Zhenyong Liu agreed in writing to permit the company to continue to
postpone the repayment of the accrued interest on his loan to Hebei
Baoding Orient Paper Milling Company Limited (Orient Paper HB)
until the company is able to pay its other creditors in its normal
course of business.  The accrued interest owned to Mr. Liu was
approximately $1,311,592, which was recorded in other payables and
accrued liabilities as part of the current liabilities in the
condensed consolidated financial statement as of September 30,
2015.

"On January 21, 2015, Hebei Fangsheng, a real estate development
company owned by Mr. Liu, our Chairman and Chief Executive Officer
and his family, agreed in writing to permit the company to continue
to postpone the repayment of the accrued rental charged to Orient
Paper HB until the earliest date on which the company's quarterly
or annual financial statements filed with the SEC show a
satisfactory working capital level.  The accrued rental owned to
Hebei Fangsheng was approximately $337,120 and $227,900, which was
recorded in as part of the current liabilities as of September 30,
2015 and December 31, 2014, respectively.

"On March 1, 2015, the company entered an agreement with the CEO
which allows Orient Paper HB to borrow from the CEO with an amount
up to $18,864,069 (RMB120,000,000) for working capital purposes.
On July 13, 2015, an unsecured loan of $4,716,017 was drawn from
the facility, which carried an interest rate of 5.25%. The loan
will be matured on July 12, 2018.

"On March 9, 2015, Mr. Zhenyong Liu agreed in writing to permit the
Company to postpone the repayment of the related party loan of
$2,296,059 which will expire at December 31, 2015.

"On July 1, 2015, Orient Paper HB, Shijiazhuang Office of China
Orient Asset Management Corporation (China Orient), the parent and
assignee of the rights of China National Foreign Trade Financial &
Leasing Co., Ltd (CNFTFL), and other guarantors of Lease Financing
Agreement, entered into an agreement (the 2015 Agreement), to amend
and restate the Lease Financing Agreement entered into in 2013.
The 2015 Agreement sets forth a modified and extended payment
schedule with respect to the remaining payment obligation, with
principal payable on the 21th of December 2015, June 2016, December
2016 and final payment on June 21, 2017."

At September 30, 2015, the company had total assets of
$231,461,381, total liabilities of $54,147,931, and total
stockholders' equity of $177,313,450.

Net income was $1,685,897 for the three months ended September 30,
2015, a decrease of $1,687,047, or 50.02%, from $3,372,944 for the
comparable period in 2014.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/zykoprz

Orient Paper, Inc. is a paper manufacturer in North China. The
Baoding, China-based company uses recycled paper as its primary raw
material in producing and distributing three categories of paper
products: corrugating medium paper, offset printing paper and other
paper products like digital photo paper and tissue paper products.




OZBURN-HESSEY HOLDINGS: S&P Withdraws 'B' CCR After Ratings Hike
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on Ozburn-Hessey Holding Co. LLC to 'B'
from 'B-' and removed all of its ratings on the company from
CreditWatch, where S&P had placed them with positive implications
on Aug. 18, 2015.  This action follows the completion of Geodis'
acquisition of OHL in November 2015 and the full redemption of
OHL's bonds on Nov. 3, 2015.

S&P subsequently withdrew its ratings on Ozburn-Hessey Holding Co.
LLC at the company's request.



PALM DRIVE: S&P Reinstates 'CCC+' Rating on COPs Due 2025
---------------------------------------------------------
Standard & Poor's Ratings Services has corrected by reinstating its
'CCC+' rating on Palm Drive Health Care District, Calif.'s
certificates of participation (COPs) (2010 parcel tax secured
financing program) due April 1, 2025.  The outlook is negative.


PORTER BANCORP: Has Substantial Doubt on Going Concern Ability
--------------------------------------------------------------
Porter Bancorp, Inc., said certain events and circumstances raise
substantial doubt about its ability to continue as a going
concern.

"The company's consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business for the foreseeable future.  However, the events and
circumstances create substantial doubt about the company's ability
to continue as a going concern," John T. Taylor, chief executive
officer, and Phillip W. Barnhouse, chief financial officer of the
company stated in a regulatory filing with the U.S. Securities and
Exchange Commission on November 12, 2015

The officers disclosed: "During the three and nine months ended
September 30, 2015, we reported net loss attributable to common
shareholders of $1.0 million and $2.3 million, respectively,
compared with net loss attributable to common shareholders of $1.5
million and $8.8 million for the three and nine months ended
September 30, 2014, respectively.  The improvement for 2015 is
primarily attributable to a negative provision for loan losses of
$2.2 million in the third quarter of 2015, compared to $6.3 million
of provision expense recorded in the second quarter of 2014.  The
$2.2 million negative provision in the third quarter was primarily
driven by declining historical loss rates, improvement in asset
quality, and management's assessment of risk in the portfolio.
Substandard loans decreased by $21.5 million or 31.2% over the past
quarter and $44.0 million or 48% over the first nine months of
2015.  Net charge-offs were $3.0 million for the first nine months
of 2015 compared to $10.2 million for the first nine months of
2014, and $411,000 for the third quarter of 2015 compared to $1.8
million in the second quarter of 2015. Nonaccrual loans decreased
by $13.2 million or 43.8% over the past quarter, and $30.2 million
or 64.0% over the first nine months of 2015.

"At September 30, 2015, we continued to be involved in various
legal proceedings in which we dispute the material factual
allegations against us.  After conferring with our legal advisors,
we believe we have meritorious grounds on which to prevail. If we
do not prevail, the ultimate outcome of any one of these matters
could have a material adverse effect on our financial condition,
results of operations, or cash flows.

"For the year ended December 31, 2014, we reported a net loss of
$11.2 million.  This loss was attributable primarily to loan loss
provision of $7.1 million, OREO expense of $5.8 million resulting
from fair value write-downs driven by new appraisals and reduced
marketing prices, and ongoing operating expense, along with $3.0
million in loan collection expenses.  We also had lower net
interest margin due to lower average loans outstanding, loans
re-pricing at lower rates, and the level of non-performing loans in
our portfolio.  After deductions for dividends and accretion on
preferred stock of $2.4 million, allocating losses to participating
securities of $3.2 million, and the effect of the exchange of
preferred stock for common stock of $36.1 million, net income
attributable to common shareholders was $19.4 million for the year
ended December 31, 2014, compared with a net loss attributable to
common shareholders of $3.4 million for the year ended December 31,
2013.

"In June 2011, the PBI Bank (the Bank) agreed to a Consent Order
with the Federal Deposit Insurance Corporation (FDIC) and Kentucky
Department of Financial Institutions (KDFI) in which the Bank
agreed, among other things, to improve asset quality, reduce loan
concentrations, and maintain a minimum Tier 1 leverage ratio of 9%
and a minimum total risk based capital ratio of 12%.  In October
2012, the Bank entered into a revised Consent Order with the FDIC
and KDFI again agreeing to maintain a minimum Tier 1 leverage ratio
of 9% and a minimum total risk based capital ratio of 12%.  The
Bank also agreed that if it should be unable to reach the required
capital levels, and if directed in writing by the FDIC, then the
Bank would within 30 days develop, adopt and implement a written
plan to sell or merge itself into another federally insured
financial institution or otherwise immediately obtain a sufficient
capital investment into the Bank to fully meet the capital
requirements.  In October 2015, the Bank agreed to enter into a new
revised Consent Order, which includes several of the substantive
provisions of the June 2011 and October 2012 Consent Orders, but
omits previous provisions related to reducing loan concentrations
that the Bank had satisfied.  The revised Consent Order requires
the Bank to continue to adhere to the plans implemented in response
to the previous Consent Orders.

"We continue to work toward capital ratio compliance.  As of
September 30, 2015, the Bank's Tier 1 leverage ratio and total risk
based capital ratio were both less than the minimum capital ratios
required by the Consent Order.  

"In order to meet the capital requirements of the Consent Order,
the Board of Directors and management are continuing to evaluate
and implement strategies to achieve the following objectives:

* Increasing capital through the limited issuance of common stock
   to new and existing shareholders.

* Continuing to operate the company and Bank in a safe and sound
   manner.  We have reduced our lending concentrations, and the
   size of our balance sheet while continuing to remediate non-
   performing loans.

* In executing on our commitment to improve credit quality,
   reduce loan concentrations, and reduce balance sheet risk, we
   have:

   - Reduced the size of our loan portfolio significantly from
     $1.3 billion at December 31, 2010 to $624.4 million at
     September 30, 2015.   

   - Reduced our construction and development loans to less than
     75% of total risk-based capital at September 30, 2015.

   - Reduced our non-owner occupied commercial real estate loans,
     construction and development loans, and multi-family
     residential real estate loans.  These loans represented 221%
     of total risk-based capital at September 30, 2015, down from
     262% at December 31, 2014.

* Executing on our commitment to sell OREO and reinvest in
   quality income producing assets.

   - Our acquisition of real estate assets through the loan
     remediation process increased during 2014, as we acquired
     $32.3 million of OREO in 2014 compared with $20.6 million
     during 2013.  We acquired $4.5 million in the first nine
     months of 2015.  Nonaccrual loans totaled $17.0 million at
     September 30, 2015, and we expect to resolve a portion of
     these loans by foreclosure, which may result in further
     additions to our OREO portfolio.

   - We incurred OREO losses totaling $7.1 million during the
     first nine months of 2015, the result of fair value write-
     downs to reflect reductions in listing prices for certain
     properties, updated appraisals, and the liquidation of
     properties through auctions near and after the end of the
     third quarter, offset by a $27,000 net gain on sales of OREO.

     Proceeds from the sale of OREO totaled $14.4 million for the
     nine months ended September 30, 2015, and $7.3 million for
     the nine months ended September 30, 2014.  OREO expense may
     be elevated in future periods as we work to sell these
     properties, given the current size of the OREO portfolio.  At

     quarter end, $6.5 million of OREO property was subject to a
     contract for sale or letter of intent.

   - Real estate construction represents 50% of the OREO portfolio
     at September 30, 2015 compared with 40% at December 31, 2014.
     Commercial real estate represents 41% of the OREO portfolio
     at September 30, 2015 compared with 31% at December 31, 2014,
     and 1-4 family residential properties represent 9% of the
     portfolio at September 30, 2015 compared with 17% at December
     31, 2014.

* Continuing to improve our internal processes and procedures,
   distribution of labor, and work-flow to ensure we have
   adequately and appropriately deployed resources in an efficient
   manner in the current environment.

"The company's liquid assets were $1.2 million at September 30,
2015.  Since the Bank is unlikely to be in a position to pay
dividends to the parent company for the foreseeable future, cash
inflows for the parent are limited to earnings on investment
securities, sales of investment securities, interest on deposits
with the Bank, the issuance of new debt, or the issuance of capital
securities.  Ongoing operating expenses of the parent company are
forecast at approximately $1.0 million for the next twelve months.

"Effective with the fourth quarter of 2011, we began deferring
interest payments on the junior subordinated debentures relating to
our trust preferred securities. Deferring interest payments on the
junior subordinated debentures resulted in a deferral of
distributions on our trust preferred securities. If we defer
distributions on our trust preferred securities for 20 consecutive
quarters, we must pay all deferred distributions in full or we will
be in default.  Our deferral period expires in the third quarter of
2016.  Deferred distributions on our trust preferred securities,
which totaled $2.3 million as of September 30, 2015, are
cumulative, and unpaid distributions accrue and compound on each
subsequent payment date. If as a result of a default we become
subject to any liquidation, dissolution or winding up, holders of
the trust preferred securities will be entitled to receive the
liquidation amounts to which they are entitled, including all
accrued and unpaid distributions, before any distribution can be
made to our shareholders. In addition, the holders of our Series E
and Series F Preferred Shares will be entitled to receive
liquidation distributions totaling $10.5 million before any
distribution can be made to the holders of our common shares.

"On September 30, 2015, we completed a common equity for debt
exchange with holders of $4.0 million of the capital securities
(the Trust Securities) of Porter Statutory Trust IV, a trust
subsidiary of the company.  Accrued and unpaid interest on the
Trust Securities totaled approximately $330,000.  In exchange for
the $4.3 million debt and interest liability, the company issued
800,000 common shares and 400,000 non-voting common shares, for a
total of 1,200,000 shares.  In the transaction, a wholly owned
subsidiary of the company received a one-third portion of the Trust
Securities directly from an unrelated third party in exchange for
400,000 common shares, resulting in an $883,000 gain on
extinguishment of debt.  The subsidiary also received two-thirds of
the Trust Securities from related parties in exchange for 400,000
common shares and 400,000 non-voting common shares.  The debt and
interest liability exchanged with related parties was treated as a
capital transaction."

At September 30, 2015, the company had total assets of
$951,480,000, total liabilities of $917,672,000, and total
stockholders' equity of $33,808,000.

The company had posted a net loss of $1,076,000 for the three
months ended September 30, 2015, compared to a net loss of $849,000
for the same period in 2014.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/j6kj8ef

Porter Bancorp, Inc. is a banking holding company based in
Louisville, Kentucky.  The company's wholly owned subsidiary, PBI
Bank is the sixth largest bank domiciled in the Commonwealth of
Kentucky based on total assets.





POSITIVEID CORP: Posts $93K Net Loss in Qtr. Ended Sept. 30
-----------------------------------------------------------
PositiveID Corporation incurred a net loss of $93,000 for the three
months ended September 30, 2015, compared to a net loss of
$1,329,000 for the same period in 2014.  The company has incurred
operating losses prior to and since the merger that created
PositiveID.  The current 2015 operating losses are the result of
research and development expenditures and selling, general and
administrative expenses related to our molecular diagnostics and
detection products.  

"We expect our operating losses to continue through 2015," William
J. Caragol, chairman of the board, chief executive officer and
acting chief financial officer of the company, said in a November
12, 2015 regulatory filing with the U.S. Securities and Exchange
Commission.  

"These conditions raise substantial doubt about our ability to
continue as a going concern."

Mr. Caragol said: "Our ability to continue as a going concern is
dependent upon our ability to obtain financing to fund the
continued development of our products and to support working
capital requirements. Until we are able to achieve operating
profits, we will continue to seek to access the capital markets.  

"During the nine months ended September 30, 2015, we raised
approximately $3.3 million from the issuance of convertible debt,
net of debt repayments.

"On November 25, 2014 the company closed a financing transaction by
entering into a Securities Purchase Agreement with an accredited
investor for an aggregate subscription amount of $4,000,000 (the
Note I Purchase Price).  Pursuant to the Note I Securities Purchase
Agreement, the company shall issue a series of 4% Original Issue
Discount Senior Secured Convertible Promissory Note (collectively,
Note I) to the Purchaser.  The Note I Purchase Price will be paid
in eight equal monthly payments of $500,000.  Through September 30,
2015, the company has received all eight tranches under the Note I
Securities Purchase Agreement of Note I, with a maturity dates
between June 26, 2016 and December 29, 2016, pursuant to a
convertible note.  Under the agreement the company received
$3,540,600, which was net of Purchaser's expenses and legal fees
and a 4% original issue discount.

"On August 14, 2015 the company closed a financing transaction by
entering into a Securities Purchase Agreement with an accredited
investor for an aggregate subscription amount of $2,400,000 (the
Note II Purchase Price).  Pursuant to the Note II Securities
Purchase Agreement, the company shall issue a series of 4% Original
Issue Discount Senior Secured Convertible Promissory Note
(collectively, Note II) to the Purchaser.  The Note II Purchase
Price will be paid in six equal monthly payments of $400,000.  As
of quarter ended September 30, 2015, the company has received two
of the six tranches under the SPA of the Note, with a maturity
dates of February 15, 2017 and March 11, 2017, pursuant to a
convertible note.  Under the agreement the company received
$692,000, which was net of Purchaser's expenses and legal fees and
a 4% original issue discount.

"The use of proceeds from this financing are intended for the
completion of the prototype of the company's Firefly Dx cartridge,
restructuring of the company's existing convertible debt, and
general working capital.  During 2015 and 2016, we will need to
raise additional capital, including capital not currently available
under our existing financing agreements in order to execute our
business plan.

"The company intends to continue to access capital to provide funds
to meet its working capital requirements for the near-term future.
In addition and if necessary, the company could reduce and/or delay
certain discretionary research, development and related activities
and costs.  However, there can be no assurances that the company
will be able to negotiate additional sources of equity or credit
for its long term capital needs.  The company's inability to have
continuous access to such financing at reasonable costs could
materially and adversely impact its financial condition, results of
operations and cash flows, and result in significant dilution to
the company's existing stockholders."

As of September 30, 2015, the company had a working capital
deficiency of approximately $8.4 million and an accumulated deficit
of approximately $139.6 million, compared to a working capital
deficit of approximately $8.1 million and an accumulated deficit of
approximately $132.8 million as of December 31, 2014. The decrease
in working capital was primarily due to a net loss of $6.9 million
during the nine months ended September 30, 2015, offset by cash
received from capital raised through convertible debt financings.
In addition, the Company used cash in operations of $3.3 million
during the nine months ended September 30, 2015.

At September 30, 2015, the company had total assets of $1,046,000,
total liabilities of $10,869,000, and total stockholders' deficit
of $9,823,000.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hkmx77s

PositiveID Corporation develops (a) molecular diagnostic systems
for rapid diagnostic testing and bio-threat detection and (b)
assays to detect a range of biological threats.  The company's
M-BAND (Microfluidic Bio-agent Autonomous Networked Detector)
system is an airborne bio-threat detection system developed for the
homeland defense industry, to detect biological weapons of mass
destruction.



PROAMPAC INTERMEDIATE: Moody's Cuts Corporate Family Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded ProAmpac Intermediate Inc.'s
Corporate Family Rating to B3 from B2, Probability of Default
Rating to B3-PD from B2-PD, Revolving Credit Facility and First
Lien Term Loan to B3 from B1 and Second Lien Term Loan to Caa2 from
Caa1. The ratings outlook is stable. The proceeds from the add-on
First Lien Term Loan will be used to acquire Coating Excellence
International ("CEI") as well as pay fees and expenses associated
with the transaction.

The purchase price is supported by a $245 million add-on term loan
and an undisclosed equity investment by Wellspring. The equity
investment is pure common stock and not expected to have a
dividend, PIK or accrete. The transaction is expected to close in
December 2015.

Moody's took the following actions:

ProAmpac Intermediate Inc.

-- Downgraded Corporate Family Rating to B3 from B2

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

-- Downgraded $50 million Senior Secured Revolving Credit
    Facility due August 2020 to B3/LGD 3 from B1/LGD 3

-- Downgraded $673 million Senior Secured First Lien Term Loan
    (including the $245 million add-on) due August 2022 to B3/LGD
    3 from B1/LGD 3

-- Downgraded $90 million Senior Secured Second Lien Term Loan
    due August 2023 Caa2/LGD 6 from Caa1/LGD 5

The ratings outlook is stable.

The ratings are subject the transaction closing as proposed and the
receipt and review of the final documentation.

RATINGS RATIONALE

The downgrade of the corporate family rating to B3 reflects the
stretched proforma financial metrics and heightened integration and
operating risk following the company's second debt financed
acquisition in six months. The downgrade also reflects an
expectation that credit metrics will now take longer to improve to
a level commensurate with the rating category than originally
anticipated when the rating was assigned following the first debt
financed acquisition in July 2015. The two debt financed
acquisitions are substantial and have almost tripled Proampac's
original revenue thereby increasing operational and integration
risk. Additionally, projected synergies, elimination of onetime
costs and organic growth are all significant drivers of the
projected improvement in credit metrics over the next 12 to 18
months. Although many of the synergies are likely easily achieved
and do not include capacity rationalization, Moody's believes the
company may be challenged to realize all the projected drivers of
improvement in credit metrics over the rating horizon. The company
has reported that it has exceeded the expected synergies associated
with the combination of Prolamina and Ampac.

The B3 corporate family rating reflects the high pro forma
leverage, high percentage of commodity products and high percentage
of non-contracted business. The rating also reflects the risks
inherent in the fragmented and competitive industry in which the
company operates and the integration risk for the recent
acquisitions of Ampac and CEI. Approximately 50% of the company's
business is not under contract with raw material pass-through
provisions. Additionally, lags are lengthy on the raw material cost
pass-throughs for the business that is contracted and costs other
than raw materials are not passed through. The company has some
exposure to cyclical end markets.

Strengths in the combined company's competitive profile include a
high percentage of sales in relatively more stable end markets,
long term relationships with customers and a continued focus on
producing innovative products. The company has maintained long
standing relationships with its customers including some
well-known, blue chip names. The acquisition of CEI provides
meaningful exposure to the attractive pet food market, has limited
customer overlap and reduces the proforma exposure to the retail
end market. The rating is also supported by the company's pledge to
direct all free cash flow to debt reduction over the rating
horizon.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to an
aggressive financial profile could also prompt a downgrade.
Specifically, the rating could be downgraded if total adjusted debt
to EBITDA remains above 6.0 times, EBITDA to gross interest
coverage declines below 2.0 times, and/or funds from operations to
debt declines below 6.0%.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment. An upgrade would also be dependent upon
the maintenance of good liquidity, including an appropriately sized
revolver, and conservative financial and acquisition policies. The
ratings could be upgraded if adjusted total debt to EBITDA moves
below 5.5 times, funds from operations to debt remains above 8.0%,
and EBITDA to gross interest coverage increases to above 3.0
times.

Headquartered in Cincinnati, Ohio, ProAmpac Intermediate Inc. is a
supplier of flexible plastic packaging products serving customers
in the food, retail, healthcare and industrial end markets. In
August 2015, the company was formed through the combination of two
merged entities, Prolamina and Ampac. In December 2015, the company
signed an agreement to acquire Coating Excellence International,
LLC ("CEI"). The combined company has 13 manufacturing facilities
in the United States, 3 in Europe and 2 in Southeast Asia.
Approximately 92% of sales are generated in North America and
approximately 8% are generated internationally. Their primary raw
materials are resin (PET, LDPE, HDPE, polypropylene), paper, foil,
film and fabric. Pro forma net sales for the 12 months ended
September 30, 2015 totaled approximately $ million. ProAmpac is a
portfolio company of Wellspring Capital Management.



PROAMPAC INTERMEDIATE: S&P Affirms 'B' Rating on $725MM Loans
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating on ProAmpac Intermediate Inc. and borrowers Prolamina Corp.
and Ampac Packaging LLC's nearly $725 million senior secured credit
facilities (which include a $245 million incremental first-lien
term loan that ProAmpac is issuing to fund its acquisition of
Coating Excellence International LLC [CEI]).  The '3' recovery
rating is unchanged, indicating S&P's expectation for meaningful
(50%-70%; upper half of the range) recovery in the event of a
payment default.

At the same time, S&P affirmed its 'CCC+' issue-level rating on the
companies' $90 million second-lien term loan.  The '6' recovery
rating is unchanged, indicating S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.

S&P's 'B' corporate credit rating and stable outlook on ProAmpac
Intermediate Inc. are unchanged.  S&P does not expect that the
company's adjusted debt-to-EBITDA metric will change materially
from current levels pro forma for the transaction.

CEI is a flexible packaging and technical products company that
specializes in wide web extrusion coating and laminating film,
foil, paper, board, and nonwoven materials.  The acquisition will
give ProAmpac exposure to the pet food and protective mailer end
markets, provide it with a moderately larger revenue base, and
allow it to realize potential synergies across the procurement and
manufacturing operations of both companies.  While these factors
will modestly strengthen ProAmpac's business risk profile, S&P do
not believe that the transaction will lead S&P to revise its "fair"
assessment of the company's business risk profile.

RATINGS LIST

ProAmpac Intermediate Inc.
Corporate Credit Rating                        B/Stable/--

Ratings Affirmed; Recovery Ratings Unchanged

ProAmpac Intermediate Inc.
Prolamina Corp.
$725 Mil. Sr Secd Credit Facilities            B
  Recovery Rating                               3H
$90 Mil. 2nd-Lien Trm Ln                       CCC+
  Recovery Rating                               6



RADIAN GUARANTY: S&P Raises Counterparty Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its financial
strength and long-term counterparty credit ratings on Radian
Guaranty Inc., Radian Mortgage Assurance Inc., and Radian Mortgage
Insurance Inc. to 'BB+' from 'BB'.  Standard & Poor's also raised
its long-term counterparty credit rating on Radian Group Inc. to
'B+' from 'B'.  Standard & Poor's then withdrew its rating on
Radian Mortgage Assurance Inc.  The outlook is positive.

"The company's capitalization continues to strengthen and we expect
its prospective capitalization to be upper-adequate over the next
two years," said Standard & Poor's credit analyst Hardeep Manku.
As a result of improving capitalization due to earnings
accumulation and the company's plan to downstream about
$320 million, S&P expects the mortgage insurance operations to be
in compliance with the Private Mortgage Insurer Eligibility
Requirements (PMIERs), which should help assuage market concerns
and support the company's competitive position.  Although there is
increased competition, S&P views the overall macro factors as
supportive of a continued recovery in the mortgage and housing
sector; S&P expects GDP to grow with continuing gains in
employment; for consumer spending to increase, including on house
purchases; and for housing starts to pick up.  Because of all these
factors, S&P's view of Radian's credit risk profile has improved.

The upgrade on the holding company is linked to the upgrade on the
underlying insurance operations.  Although S&P continues to view
the company's financial flexibility as constrained, it do not
expect significant challenges for Radian to access debt markets to
refinance its financial obligations, considering the ongoing
recovery in its mortgage insurance operations.

The ratings on Radian Mortgage Assurance Inc. were withdrawn at the
company's request.

The positive outlook reflects the potential for relative
strengthening of the company's capitalization and reduction in
financial leverage.  S&P expects Radian to maintain its existing
competitive position, supported by ongoing compliance with PMIERs,
which should enable it to write new business and achieve operating
performance in line with S&P's expectations as stated above.

S&P could raise the ratings over the next six-12 months if it gets
further comfort regarding the relative strength of the company's
capitalization at the upper-adequate stress level from ongoing
earnings accumulations and/or other management initiatives.  This
is in spite of an expected increase in exposure as a result of new
business volumes and an anticipated increase in persistency
partially offset by a decline in legacy exposure, assuming the
macroeconomic environment remains supportive and financial leverage
declines in line with S&P's expectations.

S&P could lower the ratings over the next 12 months if it views
capitalization to be materially below upper-adequate.  This could
result from an earnings disruption that causes capital build-up to
slow down or be impaired including deterioration in the economy, or
increased capital requirements resulting from higher-than-expected
volumes of new business with an expanded risk profile, or from an
increase in financial leverage.  Further downside risk emanates
from the potential for contingent liabilities that stretches
Radian's resources materially or if the company faces challenges in
accessing capital markets.



RICEBRAN TECHNOLOGIES: Losses, Negative Cash Flows Raise Doubt
--------------------------------------------------------------
RiceBran Technologies posted a net loss of $1,570,000 for the three
months ended Sept. 30, 2015, compared with a net loss of $4,929,000
for the same period in 2014.  

"In 2014 and the first nine months of 2015, we continued to
experience losses and negative cash flows from operations which
raises substantial doubt about our ability to continue as a going
concern," W. John Short, chief executive officer, and Jerry Dale
Belt, chief financial officer of the company disclosed in a
November 12, 2015 regulatory filing with the U.S. Securities and
Exchange Commission.  

"We believe that we will be able to obtain additional funds to
operate our business, should it be necessary, however, there can be
no assurances that our efforts will prove successful."  

Messrs. Short and Belt related: "In January 2014, we completed the
acquisition of Healthy Natural, Inc. (HN), the operations of which
are accretive to cash flows.  Our Brazilian subsidiary, Industria
Riograndens De Oleos Vegetais Ltda. (Irgovel), recently completed
the final stages of a major capital expansion.  Throughout 2014,
significant cash was used during the shutdown period and subsequent
restart of the plant.  Operations at Irgovel have begun to improve
during the third quarter of 2015, such that Irgovel should continue
to improve its gross profit margins in the latter portion of 2015
subject to raw bran availability.  However, there are no assurances
that this will occur.

"On May 12, 2015, we entered into an $8 million senior secured
credit facility agreement consisting of a $3.5 million maximum
working capital revolver and two term loan tranches.  These funds
are being used for working capital and capital expenditure needs in
both of our operating segments.  Pursuant to this agreement, cash
contributions to the Brazil segment, exclusive of any release of
restricted cash, may not exceed $2.0 million, all of which has been
funded.  In addition to these funds, we are seeking to confirm an
arbitration award issued in Brazil which would release to us
approximately $1.9 million in an escrow account associated with the
purchase of Irgovel.

"On November 3, 2015, we entered into a forbearance and amendment
agreement with a lender that amends our financial covenants.  As
part of that agreement we are required to use $1.0 million of the
funds released to pay down a senior secured term loan."

At Sept. 30, 2015, the company had total assets of $35,500,000,
total liabilities of $27,163,000, and total equity attributable to
RiceBran shareholders of $8,142,000.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/h298cky

RiceBran Technologies is a human food ingredient, functional food
ingredient, packaged functional food and animal nutrition company.
The Scottsdale, Arizona-based company is focused on processing and
marketing healthy, natural and nutrient dense products derived from
raw rice bran (RRB), an underutilized by-product of the rice
milling industry.


RIVER CREE: DBRS Confirms 'BB' Issuer Rating
--------------------------------------------
DBRS Limited has confirmed the Issuer Rating and the Senior Secured
2nd-Lien Notes (the Notes) rating of River Cree Enterprises Limited
Partnership (River Cree or the Company) at BB (low) and B (high),
respectively, both with Stable trends. The Notes have a recovery
rating of RR5. The confirmation is based on the Company’s
relatively stable operating performance in a challenging
macroeconomic environment over the last year. The ratings reflect
an emphasis on River Cree's single asset and market concentration
and are also based on the significant benefits from the Company’s
First Nations status and its leading market position.

River Cree's earnings profile continues to be supported by the high
quality of its property relative to local competitors as well as
the significant advantages of its First Nations status. Earnings
have been negatively affected in 2015 by the closure of the
Company’s entertainment venue, challenging weather and softened
economic conditions in Alberta. As a result, EBITDA margins
weakened materially because of increased promotional offerings to
preserve market share, which remained steady near 31%. River
Cree’s adjusted EBITDA, which includes First Nations Development
Fund (FNDF) proceeds, decreased to $56 million for the last 12
months ended September 30, 2015, from $59 million in 2014. Proceeds
from the FNDF have been more than sufficient to fund 90% (the
maximum allowable percentage) of the Company’s debt service
requirements on its term loan and notes and the Company has used
its cash and free cash flow to fund the remaining amortization
payments. Gross debt-to-EBITDA and EBITDA coverage have weakened
moderately to 4.2 times (x) and 2.3x from 3.9x and 2.5x,
respectively.

DBRS expects River Cree's earnings profile to remain steady over
the near to medium term as the Company maintains its leading market
share and revenue/earnings growth moderates. Despite the softened
economic conditions in Western Canada, DBRS expects moderate
revenue growth in the low single digits based on increasing
customer traffic from promotional activity and the newly opened
entertainment venue. DBRS believes that margins will remain similar
to 2015 levels as revenue gains will likely be offset by higher
marketing and promotional costs. As such, DBRS expects adjusted
EBITDA to grow in the low single digits to approximately $60
million in 2016.

DBRS expects River Cree's financial profile to remain stable over
the medium term as the Company modestly increases its
cash-generating capacity and uses FNDF proceeds to fund 90% of debt
service on its term loan and notes, including scheduled repayments.
DBRS estimates that operating EBITDA will grow moderately to
approximately $9 million in 2016, more than sufficient to fund the
$1 million of maintenance capital expenditures not covered by the
FNDF proceeds and the remaining 10% of debt service requirements of
approximately $3 million. As such, DBRS believes that surplus
operating EBITDA will amount to $5 million in 2016. As a result of
the above, DBRS expects key credit metrics to improve slightly and
remain well placed within the current rating category.



S.G.F. PROPERTIES: SEFCU's Bid for Stay Pending Appeal Denied
-------------------------------------------------------------
Judge Mae A. D'Agostino of the U.S. District Court for the Northern
District of New York denied the motion filed by the State Employees
Federal Credit Union ("SEFCU") to stay the enforcement of a portion
of an order of the U.S. Bankruptcy Court entered on April 20, 2015,
pending the disposition of SEFCU's appeal of that order.

On April 20, 2015, bankruptcy Judge Littlefield issued an order
confirming the second amended plan of reorganization of S.G.F.
Properties, LLC and Faragon Properties, LLC, which included the
terms of a stipulation entered into by the parties after their
mediation/settlement conference.  The stipulation, incorporated as
"Schedule B", contained a disputed provision, paragraph "k", which
related to the release of the mortgage encumbering the Locust Park
Parcel.

SEFCU appealed the order.  On June 17, 2015, SEFCU applied to Judge
Littlefield for an order staying enforcement of the April 20, 2015
order, pending appeal.  The motion requested limited relief to stay
only the disputed final portion of paragraph "k" of Schedule B.
SEFCU contended that, absent a stay, it will suffer irreparable
injury because of the potential mooting of its pending appeal.  The
bankruptcy court denied SEFCU's request.

On appeal, Judge D'Agostino agreed with Judge Littlefield that
SEFCU failed to prove that it would suffer irreparable injury or
that it has a substantial possibility of success on the merits of
the appeal.

Judge D'Agostino found that even if Locust Park Parcel is released,
SEFCU's claim against the appellees is still secured by properties
valuing in excess of the indebtedness.  The judge also found that
Judge Littlefield's decision that SEFCU did not have a substantial
possibility of success on the merits was not an abuse of
discretion.

The case is STATE EMPLOYEES FEDERAL CREDIT UNION, also known as
SEFCU, Appellant, v. S.G.F. PROPERTIES, LLC; FARAGON PROPERTIES,
LLC, Appellees, NO. 1:15-CV-00418. (MAD) (N.D.N.Y.).

A full-text copy of Judge D'Agostino's Nov. 25, 2015
memorandum-decision and order is available at http://is.gd/Hhksk0
from Leagle.com.

State Employees Federal Credit Union is represented by:

          Louis Levine, Esq.
          MELVIN, MELVIN LAW FIRM
          217 South Salina Street
          Syracuse, NY 13202-1390
          Tel: (315) 422-1311
          E-mail: llevine@melvinlaw.com

S.G.F. Properties, LLC and Faragon Properties, LLC, are represented
by:

          Francis J. Brennan, Esq.
          NOLAN, HELLER LAW FIRM
          39 N. Pearl Street, 3rd Floor
          Albany, NY 12207
          Tel: (518) 449-3300
          Fax: (518) 432-3123
          E-mail: fbrennan@nolanandheller.com


SABINE OIL: Creditors Object to Performance Award Program
---------------------------------------------------------
The Official Committee of Unsecured Creditors, Wilmington Trust,
N.A., and Bank of America, N.A., object to the performance award
program proposed by Sabine Oil & Gas Corp., et al., for several
employees.

To recall, the U.S. Bankruptcy Court for the Southern District of
New York, on Aug. 21, 2015, the Debtors sought approval of two
distinct employee incentive plans: (a) the performance award
program and (b) the fixed bonus award program.  On Sept. 10, 2015,
the Court approved, without objection, the fixed bonus award
program, which provides fixed cash bonuses to the Debtors'
non-officer employees.  At the Debtors' unopposed request, the
Court adjourned the motion as it relates to the performance award
program, to provide the debtors and other interested parties
additional time to discuss the plan.

The Committee complains that the Debtors have failed to adopt the
the key employee incentive program it proposes and continuing
instead to seek the Court's approval of their Performance Award
Program.  The Committee encourages the introduction of a KEIP that
aligns its incentives with achieving objectives that will actually
benefit the estates and all of their creditors, namely, a quick,
efficient and attractive sale.  The Committee believes that the
Committee KEIP Proposal will incentivizes efforts intended to
achieve that result.

Wilmington Trust and BofA complain that the Performance Award
Program is a retention program that does not meet the standards of
Section 503(c)(1) of the Bankruptcy Code.  This provision,
according to Wilmington Trust and BofA, is intended to eradicate
the notion that executives were entitled to bonuses simply for
staying with the Company through the bankruptcy process.
Similarly, Wilmington Trust and BofA point out, Section 503(c)
limits the scope of key employee retention plans and other programs
providing incentives to management of the debtors as a means of
inducing management to remain employed by the debtor.

The cost of the Performance Award Program is not reasonable because
it provides the Senior Management Team with significant raises over
their 2014 compensation for which the Debtors failed to justify why
any of the Insiders should potentially be compensated for their
work during the Chapter 11 Case in an amount greater than their
prepetition remuneration, Wilmington Trust and BofA assert.

           Debtors, First Lien Agent Address Objections

The Debtors argue that the Committee's objection focuses
exclusively on its desire to incentivize a quick sale of the
Debtors' businesses and asserts that the Performance Award Program
should be replaced with a compensation plan tied to sale-related
milestones.

The Debtors assert that, contrary to the objections of Wilmington
Trust and BofA, the Performance Award Program is affirmatively and
appropriately incentivizing in as much as the performance targets
were and remained challenging, with no guarantee that the Debtors
will achieve them “given the present-day complexity and
volatility of the E&P sector" and given that the Debtors have less
than eleven months of experience as a newly combined entity.

The Debtors maintain that they have consistently taken steps to
build consensus regarding the Performance Award Program among the
key stakeholders in these cases.  Accordingly, they discussed the
program with all of their significant constituencies and
implemented changes to address constituents' individual concerns,
the Debtors tell the Court.  Most recently, the Debtors developed
the “Emergence Adjustment Factor” following input from and
discussions with the Second Lien Agent and the Committee.

Wells Fargo Bank, National Association, the first lien agent, in
response to the Committee's objection, argues that the Committee's
objections is a premature and unfounded speculation about the
outcome of the Chapter 11 Cases.  The Committee, according to the
First Lien Agent, is prejudging the outcome of the cases before it
has had the benefit of a single deposition.

The Committee's purported solution is no solution at all because
the Debtors should not be compelled to pursue a naked sale of their
operating assets in the existing market conditions, particularly
without a stalking horse bidder in place as the Committee
advocates, the First Lien Agent tells the Court.

The Debtors are represented by:

        Paul M. Basta, Esq.
        Jonathan S. Henes, Esq.
        Christopher Marcus, Esq.
        KIRKLAND & ELLIS LLP
        KIRKLAND & ELLIS INTERNATIONAL LLP
        601 Lexington Avenue
        New York, New York 10022
        Telephone: (212) 446-4800
        Facsimile: (212) 446-4900
        Email: paul.basta@kirkland.com
               jonathan.henes@kirkland.com
               christopher.marcus@kirkland.com

           -- and --

        James H.M. Sprayregen, Esq.
        Gabor Balassa, Esq.
        Ryan Blaine Bennett, Esq.
        A. Katrine (Katie) Jakola, Esq.
        Brad Weiland, Esq.
        KIRKLAND & ELLIS LLP
        KIRKLAND & ELLIS INTERNATIONAL LLP
        300 North LaSalle Street
        Chicago, Illinois 60654
        Telephone: (312) 862-2000
        Facsimile: (312) 862-2200
        Email: james.sprayregen@kirkland.com
               gabor.balassa@kirkland.com
               ryan.bennett@kirkland.com
               katie.jakola@kirkland.com
               brad.weiland@kirkland.com

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
        Telephone: (212) 596-9000
        Facsimile: (212) 596-9090
        Email: 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, New York 10019-6064
        Telephone: (212) 373-3000
        Facsimile: (212) 757-3990
        Email: akornberg@paulweiss.com
               bhermann@paulweiss.com
               kkimpler@paulweiss.com
               kcairns@paulweiss.com

First Lien Agent Wells Fargo Bank, National Association, is
represented by:

        Margot B. Schonholtz, Esq.
        Robert H. Trust, Esq.
        LINKLATERS LLP
        1345 A venue of the Americas
        New York, NY 10105
        Telephone: (212) 903-9000
        Facsimile: (212) 903-9100
        Email: margot.schonholtz@linklaters.com
               robert.trust@linklaters.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.


SCHOPFS HILLTOP: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Schopf's Hilltop Dairy, LLC
        5169 Cty Rd. I
        Sturgeon Bay, WI 54235

Case No.: 15-33333

Chapter 11 Petition Date: December 14, 2015

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Hon. Michael G. Halfenger

Debtor's Counsel: John W. Menn, Esq.
                  STEINHILBER, SWANSON, MARES, MARONE & MCDERMOTT
                  107 Church Ave, PO Box 617
                  Oshkosh, WI 54903
                  Tel: 920-426-0456
                  Fax: 920-426-5530
                  Email: jmenn@oshkoshlawyers.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dennis W. Schopf, member.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wieb15-33333.pdf


SIGA TECHNOLOGIES: Creditors Fight Bid to Maintain Control of Case
------------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that creditors of
government contractor SIGA Technologies are challenging the
Debtor's attempt to maintain control of its Chapter 11 bankruptcy
into the new year, saying in court papers filed Dec. 10, 2015, in
Delaware that SIGA has drawn out negotiations with creditors as it
has attempted to overturn a $195 million judgment to its adversary
PharmAthene.

SIGA's statutory creditors committee filed an objection to the
Debtor's request to extend for 45 more days the exclusive period in
which it can file a Chapter 11 reorganization plan.

                     About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due
May 14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SIGA TECHNOLOGIES: Files Consensual Plan of Reorganization
----------------------------------------------------------
SIGA Technologies, Inc., a company specializing in the
commercialization of solutions for serious unmet medical needs and
biothreats, on Dec. 15 disclosed that it filed its Chapter 11 Plan
under chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York.

The Plan is subject to confirmation by the Bankruptcy Court in
accordance with the provisions of the Bankruptcy Code.

The Plan, which is supported by the Official Committee of Unsecured
Creditors, will enable SIGA to emerge from chapter 11 and to
continue the litigation of its dispute with PharmAthene, Inc.
without posting a bond or other security, until that litigation is
finally determined.

Pursuant to the Plan:

* Prepetition unsecured claims (other than PharmAthene's claim)
will be paid in cash in full;

* Once PharmAthene's claim has been finally determined through
completion of the ongoing litigation, SIGA will have 120 days
(subject to a possible 90 day extension) to select one of the
following options to treat PharmAthene's claim under the Plan:

    1. Payment in full in cash, including accrued interest;

    2. Compliance with the terms of the order finally determining
the claim (for example, if such order provides for the payment of a
royalty stream);

    3. Delivery to PharmAthene of 100% of newly-issued stock of
SIGA, with all existing shares of SIGA's common stock being
cancelled with no distribution to existing shareholders on account
thereof; or

    4. Such other option as the parties may mutually agree.

SIGA will be required to comply with certain affirmative and
negative covenants from the date the Plan becomes effective until
the covenants are terminated as provided under the Plan, and if
SIGA breaches any covenant, PharmAthene is entitled to exercise
certain remedies provided in the Plan.

                    About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due May
14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SOLAVEI LLC: Judge Awards $346,000 Legal Fees in Stream Litigation
------------------------------------------------------------------
Judge Craig Smith of the 192nd District Court on Dec. 4 awarded
Stream over $346,000 in legal fees arising out of the factual
circumstances underlying the filing by Solavei of a January 2015
lawsuit falsely claiming misappropriation of trade secrets.

Under the Texas Uniform Trade Secrets Act, a court is entitled to
grant attorney's fees to a prevailing party such as Stream when
claims of trade secret misappropriation are found to have been made
in bad faith.  This award of fees to Stream follows directly from a
June 2015 determination by the District Court that Solavei had no
evidence whatsoever to support charges that Stream had used
Solavei's intellectual property to launch its mobile phone service
offering.

"The court's order resoundingly reinforces what we have insisted
from the commencement of this dispute: that Solavei's allegations
were baseless and maliciously designed to interfere with the
nationwide launch of Stream's mobile business," said Mark "Bouncer"
Schiro, president and CEO, Stream.  "With this final vindication,
our Associates can rest assured that this lawsuit soon will be
history."

In the aftermath of failed transactional talks with Stream, during
June 2014 Solavei sought protection from its creditors under
Chapter 11 of the Federal Bankruptcy Code.  Over the past year
Solavei has sought at length to reorganize both its finances and
operations, but finally announced last month the discontinuation of
its own mobile telephone service operations effective
December 4, 2015.

                           About Stream

Stream Energy, headquartered in Dallas, TX, is a nationwide
provider of essential services, including Energy Services, Mobile
Services and Protective Services.  Stream innovated the energy
market in 2005 by applying a direct selling model to energy,
generating more than $7 billion in total revenue in just ten years.
A consistently ranked top direct selling company globally (9th
largest in North America in 2014), Stream provides its Independent
Associates with the opportunity to earn additional income by
selling Stream's services.


SPRINGMORE II: Directed by Court to Finalize Sale of Virginia Hotel
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Western
Virginia approved an agreed order directing Springmore II, LLC, to
finalize the sale of the real property located at 140 Lithia Road,
in Wytheville, Virginia.

The Troubled Company Reporter, on April 28, 2015, reported that the
Bankruptcy Court authorized the Debtor to sell its hotel, including
all personal property therein, located at 140 Lithia Road,
Wytheville, Virginia, to Bob and Remile Patel, or their assigns,
for $715,000.

On Oct. 20, 2014, the Debtor entered into a purchase and sale
agreement with Bob and Remile Patel.  Mr. and Ms. Patel are in no
way related to the Debtor or its principals and the agreement was
negotiated at arm's length.

The property conveyed includes the real estate and all furniture,
fixtures, equipment and any other personal property of any kind,
excluding the Debtor's cash accounts and receivables.  At the time
of the bankruptcy filing, the Debtor estimated the market value of
the Property at $1,500,000.

The purchasers have agreed to pay a $5,000 earnest money deposit
upon the agreement of their lender to finance the transaction.

The Court also ordered that the renewed motion for relief from the
automatic stay and for abandonment of property filed by City
National Bank of West Virginia is automatically granted and the
automatic stay will be lifted and City will be permitted to proceed
with foreclosure on the property if the sale of the property is not
finalized by Nov. 20.

                   About Springmore II LLC

Bettye J. Morehead, Brown Edwards & Co., and DBK Investments &
Development Corporation, filed an involuntary petition for Chapter
11 against Wytheville, Virginia-based Springmore II, LLC (Bankr.
S.D. W.Va. Case No. 13-50064) on April 1, 2013.  Judge Ronald G.
Pearson presides over the case.  Joe M. Supple, Esq., at Supple
Law Office, PLLC, in Point Pleasant, West Virginia, represents the
petitioners as counsel.

The Court entered a default order for relief on May 1, 2013.

George L. Lemon, Esq., represents the Debtor as counsel.

The U.S. Trustee has been unable to appoint a committee of
unsecured creditors.


SPRINT INDUSTRIAL: S&P Lowers CCR to 'CCC', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Houston-based specialty equipment rental
company Sprint Industrial Holdings LLC by three notches to 'CCC'
from 'B'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien term loan to 'CCC+' from 'B+'.  The '2'
recovery rating remains unchanged, indicating S&P's expectations of
substantial (70%-90%; lower end of the range) recovery in the event
of a payment default.

In addition, S&P lowered its issue-level rating on Sprint's
second-lien term loan to 'CC' from 'CCC+'.  The '6' recovery rating
remains unchanged, indicating S&P's expectation of negligible
(0%-10%) recovery in a default.

"The downgrade reflects our view that it will be difficult for
Sprint to remain compliant with its financial covenants if the
company does not secure an amendment or waiver in the near term,"
said Standard & Poor's credit analyst Sarah Wyeth.  "The company's
use of debt to fund its elevated capital spending and an
acquisition during 2014, combined with weaker-than-expected
conditions in its end markets, has increased the likelihood that
Sprint will be unable to remain compliant with its covenants."

The negative outlook on Sprint reflects the possibility that S&P
could lower its ratings on the company if a default appears to be
inevitable over the next six months.

S&P could lower its rating on Sprint if it becomes apparent that
the company will breach its covenants and will not be able to
secure a waiver or amendment to prevent or cure the breach.

S&P could raise its rating on Sprint if the company successfully
amends its financial covenants, reducing the likelihood that it
will default over the ensuing 12 months.



SQUARETWO FINANCIAL: S&P Lowers ICR to 'CCC', on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on SquareTwo Financial Corp. to 'CCC' from 'B-' and
placed the rating on CreditWatch with negative implications.

Concurrently, S&P lowered its issue-level rating on the company's
$290 million senior second-lien notes to 'CCC-' from 'B-' and
placed the rating on CreditWatch negative.  S&P lowered the
recovery rating to '5', indicating S&P's expectation for "modest"
(10%-30%, high end of the range) recovery for lenders in the event
of payment default, from '4', which indicated S&P's expectation for
"average" (30%-40%) recovery.

"The rating actions reflect our belief that SquareTwo's continued
poor financial performance may cause it to breach a covenant on its
senior revolving credit facility when it reports year-end
financials," said Standard & Poor's credit analyst Shakir Taylor.
"We also believe its weak performance may make it difficult for it
to either refinance or extend the facility beyond its April 2016
maturity."

SquareTwo's financial performance, from a revenue and profitability
perspective, has steadily weakened during the past several years as
its purchases of charged-off receivables have declined as a result
of reduced supply availability and higher prices.  In the 12 months
ended Sept. 30, 2015, the company's EBITDA (including collections
applied to principal) was $166 million, 1% above the covenant
minimum.  The company's underperformance, in S&P's view,
significantly heightens the chances trailing EBITDA will fall below
$165 million, which would cause a covenant breach based on year-end
financials.

The company already amended its debt covenants once for the senior
revolving credit facility in November 2014, lowering the
trailing-12-months EBITDA to $165 million from $200 million, and
may need to amend its covenants again by the end of first-quarter
2016.  If the covenant is breached, S&P is uncertain whether the
lenders on the facility would be willing to grant the company a
waiver or amend the covenant.  S&P also do not know whether they
will be willing to extend the facility beyond April 2016.  If
SquareTwo is unable to extend or replace the revolving facility,
S&P believes it would default.

In 2016, S&P expects negative market dynamics in the collections
industry to persist as SquareTwo's industrywide volumes remain
suppressed.  S&P believes that the company's financial performance
will likely remain under pressure as industry conditions also
remain weak.

The CreditWatch negative reflects S&P's belief that the company is
likely to default by April 2016 unless it can avoid violating the
EBITDA covenant and is able to refinance or extend the senior
revolving facility.

S&P could lower the rating further if SquareTwo's year-end EBITDA
falls below $165 million and its lenders show no willingness to
grant the company a waiver or covenant amendment.

S&P also will lower the rating prior to April 2016 if the company
is unable to show progress in either refinancing or extending the
credit facility.

In contrast, S&P could resolve the CreditWatch by affirming or
raising the rating if the company is able to extend its bank
facility, improve its financial covenant cushion, or take other
actions to improve its credit profile.



STEARNS HOLDINGS: S&P Affirms 'B+' ICR, Off Watch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it removed its ratings on
Stearns Holdings LLC from CreditWatch, where S&P listed them on
Aug. 18 with negative implications.  S&P affirmed its 'B+' issuer
credit and senior secured ratings on Stearns.  The outlook is
negative.

Stearns announced that it finalized the sale of a majority stake in
the company to the Blackstone Group.  "We view controlling
positions by a financial sponsor negatively based on the intrinsic
characteristics and aggressive nature of a financial sponsor's
strategies, which generally include short-term holding periods and
the use of debt to maximize shareholder returns," said Standard &
Poor's credit analyst Stephen Lynch.  "Although Stearns' current
indentures limit additional indebtedness to a degree, we believe
that, over time, Blackstone could refinance the debt and increase
the firm's leverage.  The acquisition itself, however, will not
immediately cause leverage to rise."

The negative outlook on Stearns reflects uncertainty over how
Blackstone will influence the growth and capital structure at
Stearns.  The negative outlook also takes into account S&P's belief
that total origination volume could contract by up to 20% in 2016
and hurt Stearns' earnings.

S&P could lower its rating on Stearns if the company pursues a more
aggressive growth strategy, if earnings begin to substantially
deteriorate, or if leverage -- measured as debt to EBITDA --
approaches 5x.  S&P could also lower the rating if the company is
forced to sell significantly more mortgage servicing rights than it
retains in order to generate liquidity, which is not S&P's current
expectation.

An upgrade is unlikely over the next one to two years.  S&P could
raise the rating over time if the company reduces its leverage and
decreases its earnings volatility without altering the long-term
prospects of its fundamental business model.



STRATA ENERGY: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: The Fuller Landau Group Inc.

Chapter 15 Debtors:

      Strata Energy Services Inc.               15-20821
      27312-245 TWP Rd 394
      Blackfalds, AB T0M 0J0

      Strata Services International Inc.        15-20822
      4194 West 5th Street
      Cheyenne, WY 82007

Type of Business: Provider of oilfield services with a special
                  focus on managed pressure and underbalanced
                  drilling, and provides an array of oil-and-gas
                  products and services to their clients.

Chapter 15 Petition Date: December 14, 2015

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Hon. Cathleen D. Parker

Chapter 15 Petitioner's Counsel: Gregory C. Dyekman, Esq.
                                 DRAY, DYEKMAN, REED & HEALEY,
                                 P.C.
                                 204 East 22nd Street
                                 Cheyenne, WY 82001-3799
                                 Tel: 307-634-8891
                                 Fax: 307-634-8902
                                 Email: greg.dyekman@draylaw.com

                                   - and -

                                 Timothy L. Woznick, Esq.
                                 DRAY, DYEKMAN, REED & HEALEY,
                                 P.C.
                                 204 East 22nd Street
                                 Cheyenne, WY 82001-3799
                                 Tel: (307) 634-8891
                                 Fax: (307) 634-8902
                                 Email: Tim.Woznick@draylaw.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


SUNTECH AMERICA: Exclusive Solicitation Period Extended to March 9
------------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended until Jan. 7, 2016, the period by
which Suntech America, Inc., et al., have exclusive right to file a
Chapter 11 plan and until March 9, 2016, the period by which the
Debtors have exclusive right to solicit acceptances of that plan.

In support of their request for an extension, the Debtors stated
that "although steps towards a consensual plan remain the Debtors'
goal, the Debtors must retain the ability to focus on the remaining
items that are important to their emergence from chapter 11 without
the distraction, disruption, and expense of competing chapter 11
plans.  Among other items, the Debtors must resolve significant and
complex claims that have been asserted against the Debtors'
estates, including Wuxi's disputed claim and warranty claims that
implicate Wuxi."

The Official Committee of Unsecured Creditors initially objected to
the Debtors' request for an extension of the exclusive periods.
The Committee, on Dec. 10, withdrew its objection without
prejudice.

The Committee is represented by:

         David M. Fournier, Esq.
         Donald J. Detweiler, Esq.
         John H. Schanne II, Esq.
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 N. Market Street
         Wilmington, DE 19899-1709
         Tel: (302) 777-6500
         Fax: (302) 421-8390
         Email: fournierd@pepperlaw.com
                detweilerd@pepperlaw.com
                schannej@pepperlaw.com

            -- and --

         Craig A. Wolfe, Esq.
         Malani J. Cademartori, Esq.
         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         30 Rockefeller Plaza
         New York, NY 10112
         Tel: (212) 653-8700
         Fax: (212) 653-8701
         Email: cwolfe@sheppardmullin.com
                mcademartori@sheppardmullin.com

                      About Suntech America

Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and
15-10056) on Jan. 12, 2015.  Judge Christopher S. Sontchi presides
over the case.

Mark D. Collins, Esq., Paul Noble Heath, Esq., William A.
Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.  Upshot
Services LLC is the Debtors' claims and noticing agent.

The Debtors estimated their assets at between $100 million and $500
million, and their debts at between $100 million and $500 million.

Headquartered in San Francisco, California, Suntech America, aka
Suntech Power, an affiliate of Wuxi, China-based Suntech Power
Holdings Corp., was the main operating subsidiary of the Suntech
Group in the Americas and its primary business purpose was acting
as an intermediary for marketing, selling and distributing Suntech
Group manufactured products.

                         *     *     *

Judge Christopher S. Sontchi will convene a hearing on Jan. 13,
2015 at 10:00 a.m. (prevailing Eastern Time) to consider whether
Suntech America, Inc., et al.'s Combined Chapter 11 Plan of
Liquidation and Disclosure Statement contains "adequate
information" within the meaning of Section 1125(a) of the
Bankruptcy Code.

Responses and objections, if any, to the adequacy of the
disclosures in the Combined Plan and Disclosure Statement must be
filed on or before Dec. 18, 2015, at 4:00 p.m. (prevailing Eastern
Time).

In November 2015, the Debtors file a Combined Disclosure Statement
and Chapter 11 Plan of Liquidation, which serve as the culmination
of extensive negotiations between the Debtors, the Official
Committee of Unsecured Creditors, The Solyndra Residual Trust and
Wuxi Suntech Power Co., Ltd./Suntech Power Asia Pacific.

Solyndra asserts a $1.5 billion Claim against the Debtors, and Wuxi
asserts Claims against the Debtors in the aggregate amount of more
than $145 million.  The Debtors have agreed to settle the Wuxi and
Solyndra Claims and agreed that the Claims will be Allowed in the
amounts of $216,265,149 and $144,176,766, respectively, and
Solyndra and Wuxi will receive a total Distribution of $10,312,500,
plus 60% of the total value of any Additional Assets.

A full-text copy of the Combined Plan and Disclosure Statement,
dated Nov. 17, 2015, is available at

           http://bankrupt.com/misc/SUNTECHplan1117.pdf


TECK RESOURCES: DBRS Cuts Issuer Rating to 'BB'
-----------------------------------------------
DBRS Limited has downgraded the Issuer Rating and Senior Unsecured
Notes rating of Teck Resources Limited to BB (high) from BBB and
has maintained the Negative trends. The downgrade reflects the
substantial weakening of the Company's financial metrics
(especially its coverage metrics), which have fallen to well below
investment-grade levels mainly due to large declines in key
commodity prices, which are expected to remain weak in the near
term. Additionally, Teck continues to fund its share of the Fort
Hills oil sands project, which is expected to utilize construction
funds through to the end of 2017, further depleting the Company’s
financial resources. The continuation of the Negative trend
reflects DBRS’s view that prices of Teck's key commodities are
not expected to improve in the near term and may deteriorate
further.

Even before consideration of Teck's ongoing Fort Hills funding
needs, the Company will be challenged in staunching negative net
free cash flow deficits, adding to the pressure on its financial
metrics. In addition, DBRS has established a recovery rating of RR3
for Teck's Senior Unsecured Notes, which corresponds to an
estimated 60% to 80% recovery of principal amounts of the Senior
Unsecured Notes under a hypothetical default scenario. The RR3
rating, in turn, results in no change (notching) to the rating of
Teck's Senior Unsecured Notes.

Teck's business risk profile has modestly improved over the last
couple of years with the Antamina expansion completed, upgrades at
Highland Valley and its Coal unit production capacity stable. Cost
competitiveness has generally improved through cost-reduction
programs and currency weakness at production locations but not as
quickly as price reductions. Over the medium term, Teck's business
profile is expected to improve through the addition of production
from the Fort Hills oil sands project some time after 2017, if
completed successfully, adding diversification through a long-life
operation in a stable political jurisdiction. In the interim, the
Company’s business profile is anchored in its competitive
metallurgical coal, copper and zinc businesses.

The Company's financial profile has deteriorated significantly
since 2013 when net free cash flow, before Fort Hills' outlays,
turned negative mainly due to:

(1) the sharp drop of metallurgical coal and copper prices;

(2) high non-Fort Hills capital expenditures (capex) in 2013
     and, to a lesser extent, in 2014; and

(3) high dividend payments (about $520 million per year 2013 and
     2014).

Additionally, the spending of $1.3 billion of Fort Hills project
capex since sanctioning in 2013 has contributed to a $4.3 billion
increase in net debt since the end of 2012. Higher gross debt, in
part due to the impact of a weak Canadian dollar on U.S.
dollar-denominated debt, and sharply lower EBITDA and operating
cash flow have driven Teck's key financial metrics to well below
investment-grade levels. In addition, Teck has indicated in its Q3
2015 report that as a result of deterioration of its credit ratings
it may be required to deliver up to approximately $1.3 billion in
letters of credit to secure certain contract obligations in its
Copper and Energy businesses, which would reduce its credit
availability if certain of its ratings remained non-investment
grade.

The near- to medium-term pricing outlook for metallurgical coal and
copper remains challenged with recent capacity expansions flooding
markets where demand is easing due to tepid economic growth. Given
the challenging market environments and the added funding needs,
the Company’s financial metrics are expected to face continued
pressure. Even though the Company has moved to cut its semi-annual
dividend level from $0.45 per share per share in 2014 to $0.05 per
share currently and it continues to implement cost-reduction
measures, including the possible closure of high-cost operations,
it will be difficult to bring net free cash flow before Fort Hills
outlays back into balance. Accordingly, a further build in debt
beyond the Fort Hills investment or continued deterioration in
financial metrics can be expected to lead to further negative
rating actions.


TPC GROUP: Moody's Lowers CFR to B3 & Revises Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service downgraded TPC Group Inc.'s Corporate
Family Rating to B3 from B2.  The downgrade results from the
decline in earnings due to the lower oil price environment that has
weakened the C4 business segment and the operational downtime of
the new dehydrogenation facility that has contributed to earnings
underperformance.  Moody's believes that the protracted low oil
price environment will delay improvement in earnings from the C4
business segment which increases earnings reliance on the
recently-started-up dehydrogenation unit, and will cause leverage
to remain elevated above 6.0x through the end of 2016.  Liquidity
has also declined as a result of lower earnings and reduced
availability under the $250 million ABL revolver, which is reduced
by lower A/R and inventory values in the diminished oil price
environment.  In conjunction with the downgrade of the CFR, Moody's
also downgraded the Probability of Default rating (PDR) to B3-PD
from B2-PD and affirmed the $805 million senior secured notes due
2020 at B3.  The outlook was revised to stable from negative.

Moody's took these actions:

Ratings downgraded:

TPC Group Inc.

  Corporate Family Rating - B3 from B2
  Probability of Default Rating - B3-PD from B2-PD

Ratings affirmed:

  $805 million 8.75% Gtd senior secured notes due 2020 at B3
   (LGD4)

Ratings outlook - Stable from Negative

RATINGS RATIONALE

TPC's CFR downgrade to B3 results from a decline in earnings due to
the profitability erosion in the C4 business segment and the
unanticipated downtime at the new dehydrogenation facility that has
meaningfully lower 2015 performance versus expectations.  As a
result of the low oil price environment, weakness in the C4 segment
will persist until oil and gasoline prices begin to strengthen, in
2017 at the earliest.  The significantly reduced earnings
contribution from the C4 segment results in virtually all earnings
at TPC being generated by the Performance Products business segment
and the dehydrogenation facility therein.  It follows that the
recent downtime at the dehydrogenation facility and subsequent
earnings underperformance has delayed improvements to leverage and
other credit metrics until later in 2016 and 2017. High leverage
also weighs on the rating, Moody's expects TPC's Debt/EBITDA to end
FY 2015 above 8.5x; current leverage of 11.0x for the LTM ending
September 30, 2015 is higher due to the poor fourth quarter of
2014, which was impacted by extended refinery customer outages,
while the dehydrogenation facility was still under construction.
The company has 7% EBITDA margins, which Moody's expects to
approach 10% as the dehydrogenation facility begins to operate
reliably.  The rating is also pressured by a decreased liquidity
position, which has declined as a result of lower earnings and
availability under the $250 million ABL revolver, which is reduced
by the contraction in A/R and inventory values in the diminished
oil price environment.

The company's rating is supported by its Performance Products (PP)
segment which is aided by the new dehydrogenation facility that
uses low-cost and plentiful isobutane, found in natural gas, to
produce isobutylene.  Moody's expects the company to generate
positive free cash flow in FY 2016 now that the large capital
projects have been completed and with the dehydrogenation unit
contributing meaningfully to earnings.

TPC's adequate liquidity is supported by its cash balances of $5.5
million and $51 million cash flow from operations (for the twelve
months ended Sept. 30, 2015), and the $50 million availability
under the $250 million asset-backed revolving credit facility due
2017.  Availability under the revolver has significantly decreased
as a result of the lower oil price impact on accounts receivable
and inventory.  In response to the decrease in liquidity, TPC plans
on putting an additional liquidity facility in place, which Moody's
expects to be roughly $50 million in size and secured by the
Performance Products' MTBE assets that do not currently secure the
senior secured notes due 2020.  Moody's expects overall liquidity
to improve as TPC progresses into 2016 with dehydrogenation
facility production and capital spending reductions enable the
company to start generating positive free cash flow.  However, in
the near term liquidity will remain tight until cash generation
improves and ABL borrowings are repaid.  If the company fails to
improve liquidity Moody's would view the liquidity to be weak and
could consider a negative rating action or rating downgrade.

The stable outlook reflects Moody's expectations that TPC will take
steps to improve its liquidity position and that the
dehydrogenation facility will perform well in 2016 and contribute
to margins and earnings gains.  The outlook assumes that management
will reduce capital spending in 2016 such that there is minimal
growth spending, a preservation of liquidity, and a focus on
reliable operations of the new dehydrogenation facility.

There is limited upside to the rating due to the company's elevated
leverage metrics and negative free cash flow generation. Moody's
would consider an upgrade once leverage was sustainably below 5.5x,
positive Retained Cash Flow/Debt was maintained above 8%, and
liquidity above $100 million was sustained.  Conversely, if the
company fails to improve liquidity by the first quarter 2016,
doesn't show leverage improvement in early 2016, or experiences
further earnings deterioration that results in leverage greater
than 7.5x by FYE 2016 the ratings could be downgraded.
Additionally, if the company were to experience a liquidity
shortfall, the rating would be downgraded.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

TPC Group Inc. is a processor of crude C4 hydrocarbons (primarily
butadiene, butene-1, isobutylene), differentiated isobutylene
derivatives and nonene and tetramer.  For its product lines, TPC is
the largest independent North American producer.  The company
operates three Texas-based manufacturing facilities in Houston,
Baytown, and Port Neches.  Revenues were approximately $1.3 billion
for the twelve months ended Sept. 30, 2015.  TPC is owned by
private equity funds managed by First Reserve Management, L.P. and
SK Capital Partners.



UNIVERSITY GENERAL: Proposed Postpetition Financing Partly Granted
------------------------------------------------------------------
Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of Texas, Galveston Division, partly granted the
"Emergency Motion for Interim and Final Orders (I) Authorizing
Secured Post-Petition Financing on a Super Priority Basis Pursuant
to 11 U.S.C. Sections 363, 364, and 507(b); (II) Granting Relief
from Automatic Stay Pursuant to 11 U.S.C. Section 362; (III)
Granting Related Relief; and (IV) Scheduling a Final Hearing
Pursuant to Bankruptcy Rule 4001" which was filed by the Debtors on
Nov. 10, 2015.

The Debtors, all direct or indirect subsidiaries of University
General Health System, Inc., sought entry of an interim order
approving $1.4 million in postpetition financing.  The Debtors
submitted a 26-page proposed interim order which would approve in
full a proposed 109-page loan agreement between the debtors and
White Oak Asset Finance, LLC ("White Oak").

The motion was opposed by Lancaster Pollard Mortgage Company, LLC
("Lancaster Pollard"), which argued that the court should not
approve the full agreement without the consent of the United States
Department of Housing and Urban Development ("HUD").

Judge Paul found that the Debtors and White Oak reached their
agreement as to the proposed financing in good faith.  On a
preliminary basis, the judge concluded that Lancaster Pollard is
adequately protected through the maintenance of its liens, and
subordination of White Oak to Lancaster Pollard as to the property
on which Lancaster Pollard asserts a lien.

However, due to the Debtors' failure to keep HUD apprised of its
efforts towards reorganization and their failure to promptly notify
HUD in such a way as to enable it to participate at the preliminary
hearing on the instant motion, Judge Paul decided that the question
of adequate protection as to HUD will be considered only at the
final hearing on the motion.

The case is IN RE UGHS SENIOR LIVING, INC., et al., Debtors, CASE
NO. 15-80399-G3-11 (Bankr. S.D. Tex.).

A full-text copy of Judge Paul's Nov. 18, 2015 memorandum opinion
is available at http://is.gd/rHXQTNfrom Leagle.com.

UGHS Senior Living is represented by:

          John F. Higgins, IV, Esq.
          Aaron James Power, Esq.
          PORTER HEDGES LLP
          1000 Main Street, 36th Floor
          Houston, TX 77002
          Tel: (713) 226-6000
          Fax: (713) 226-6265
          E-mail: jhiggins@porterhedges.com
                  apower@porterhedges.com

                     About University General

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

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

UGHS and its affiliated entities sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on
Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.

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

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



VICTORY NICKEL: Gets Notice of Default on Promissory Note
---------------------------------------------------------
Victory Nickel Inc. on Dec. 14 announced the receipt of formal
notice of default and demand for payment of principal and accrued
interest from the holder of a US$3,000,000 unsecured promissory
convertible note.

As previously disclosed, the Company failed to pay quarterly
interest payments due June 30, and September 30, 2015 on
approximately US$6,000,000 of promissory convertible notes and on
the US$5,150,000 securities purchase and line of credit agreement
(the "SPA Loan").  The SPA Loan is secured by a general security
agreement with first charge over all of the assets of the Company
and its subsidiaries.  The Company is considering the Notice and
will provide an update when additional information is available.

On an unrelated matter, the Company also advises that Steve
Harapiak, President and COO, has decided to retire, effective
immediately.  Mr. Harapiak has been with the Company since 2008 and
has been instrumental in advancing the feasibility study and
permitting of the Minago nickel project in Manitoba.  "On behalf of
the Board of Directors I would like to thank Steve for his valuable
contribution to Victory Nickel," said Rene Galipeau, Vice-Chair and
CEO.  "We will miss Steve and wish him a long and enjoyable
retirement."

                       About Victory Nickel

Victory Nickel Inc. is a Canadian company with four sulphide nickel
deposits containing significant NI 43-101-compliant nickel
resources and a significant frac sand resource at its Minago
project.  Victory Nickel is focused on becoming a mid-tier nickel
producer by developing its existing properties, Minago, Mel and
Lynn Lake in Manitoba, and Lac Rocher in northwestern Quebec, and
by evaluating opportunities to expand its nickel asset base.
Through a wholly-owned subsidiary, Victory Silica Ltd., Victory
Nickel is establishing a presence in the frac sand market prior to
commencing frac sand production and sales from Minago.


WALTER ENERGY: UMWA Funds Objects to Bid to Reject CBA
------------------------------------------------------
UMWA Funds, including (i) The United Mine Workers of America 1974
Pension Plan and Trust; (ii) the United Mine Workers of America
1993 Benefit Plan; (iii) the United Mine Workers of America 2012
Retiree Bonus Account Plan; (iv) the United Mine Workers of America
Cash Deferred Savings Plan of 1988; (v) the United Mine Workers of
America Combined Benefit Fund; and (vi) the United Mine Workers of
America 1992 Benefit Plan object to Walter Energy, Inc., et al.'s
motion for authority to (a) reject collective bargaining
agreements; (b) implement final labor proposals; and (c) terminate
retiree benefits.

According to the the UMWA Funds, granting that relief would impose
financial harm on the UMWA Funds, shift the cost of providing
health and retirement benefits from the Debtors to other employers
in the coal industry, and threaten the health insurance and
retirement income of thousands of retired coal miners and their
families, including those who worked for other employers in the
coal industry but who depend on the UMWA Funds for their benefits.

The UMWA Funds are a group of multiemployer employee benefit plans
and trusts that provide health insurance and retirement income
benefits to retired coal miners and their families.  Certain of the
Debtors are obligated to the UMWA Funds, either pursuant to the
Coal Industry Retiree Health Benefit Act of 1992, or pursuant to
collective bargaining agreements with the United Mine Workers of
America.

BankruptcyData reported that the UMWA Funds explained, "Having
engaged in a hollow bargaining process, the Debtors sought relief
in the motion that allows for complete termination of the UMWA CBA.
Retirees face a future life without promised health care, pension,
and other benefits, including but not limited to the funding
obligations to UMWA Retirees pursuant to the Coal Act, and the
defined benefit multiemployer UMWA 1974 Pension Plan obligations
owed pursuant to the UMWA CBA.  

In contrast, (i) senior management received encouragement in the
form of up to $2 million in KERP bonuses designed to extend beyond
the proposed Sale closing -- so promises of further employment;
(ii) the First Lien Lenders will receive control over the Debtors'
'good assets'; and (iii) trade creditors will continue to benefit
from a mining customer....Contrary to the suggestions made in the
Motion, the UMWA consistently negotiated in good faith, and
continued to do so with respect to the November Proposal by
offering to allow JWR to terminate its obligations under the UMWA
CBA effective once negotiations wrapped up with the Buyer and the
union ratified a new collective bargaining agreement with the Buyer
and the Sale closed….As a threshold matter, relief under sections
1113 and 1114 of the Bankruptcy Code is not appropriate here
because the Debtors are selling substantially all of their assets
and likely soon thereafter converting to a chapter 7 liquidation or
proposing a liquidating plan, as opposed to reorganizing."

The Debtors, in their motion, said that they will reject, in their
entirety, the UMWA CBA, the June 2011 Contract between the UMWA and
the BCOA, andthe USW CBA, an Agreement dated March 25, 2010 between
the USW on behalf of Local Union No. 12014 and Walter Coke.

The Debtors has asked the Court for authority to implement the
final proposals that they had submitted to the Unions, pursuant to
which, any Successorship Provisions would be eliminated and upon
the closing if the 363 Sale, the CBAs and the other obligations
remaining under the CBAs would terminate.  

The Debtors told the Court that the final proposals include
terminating Retiree Benefits owed to approximately 3,100 retirees
represented by either the UMWA or the USW, together with
approximately 100 non-Union retirees.

The Debtors further told the Court that these Retiree Benefits
include those owed under:

   (i) the UMWA CBA which, as of Dec. 31, 2014, had approximately
$579.1 million in unfunded liabilities;

  (ii) a CBA that does not cover any active employees with the UMWA
that, as of Dec. 31, 2014, had  $3.4 million in unfunded
liabilities;

(iii) the USW CBA that, as of Dec. 31, 2014, had approximately
$10.9 million and $0.5 million in unfunded liabilities,
respectively; and

  (iv) the medical plan for non-Union retirees, that, as of Dec.
31, 2014, had approximately $4.3 million in unfunded liabilities.  
The Debtors note that the final proposals also include terminating
healthcare benefits for laid-off employees and certain other
individuals, which benefits costs the Debtors $800,000 per month.

The Debtors relate that they must sell substantially all of their
assets as a going-concern pursuant to Section 363 of the Bankruptcy
Code, as they have reached the point where such sale is the only
option to avoid outright liquidation and the loss of all of their
employees' jobs.  

The Debtors further relate that they negotiated with an ad hoc
group of certain unaffiliated lenders and holders of the majority
in amount of the Debtors' first lien secured obligations a
going-concern sale of substantially all of their Alabama coal
operations and other assets to proposed buyer Coal Acquisition LLC,
an entity owned by holders of first lien secured debt pursuant to a
stalking horse purchase agreement.

In this relation, the Debtors tell the Court that the Proposed
Buyer will not buy the Alabama Coal Operations burdened by the
Debtors' existing collective bargaining agreements and their
retiree benefit obligations.  The Debtors further tell the Court
that the Stalking Horse APA requires as a closing condition that
the Debtors obtain relief from all successorship clauses, and
similar provisions, in the CBAs that would purport to require the
CBAs be binding on the Proposed Buyer.  

The Debtors' motion is scheduled for hearing on Dec. 15, 2015, at
9:00 a.m.  The deadline for the filing of objections to the motion
is set on Dec. 9, 2015.

                       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.


WATTENBERG OIL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Wattenberg Oil & Gas Investment Group, LLC
                20 Industrial Parkway
                Carson City, NV 89706

Case Number: 15-51635

Involuntary Chapter 11 Petition Date: December 14, 2015

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Petitioners' Counsel: Kevin A. Darby, Esq.
                      DARBY LAW PRACTICE, LTD.
                      4777 Caughlin Pkwy
                      Reno, NV 89519
                      Tel: (775) 322-1237
                      Fax: (775) 996-7290
                      Email: kad@darbylawpractice.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Arkansas Urology,               Loan/Promissory    $2,008,168
PA PSP & 401k                        Note

Gerard Geosciences, Inc./       Loan/Promissory    $1,100,000
Gerard Family, LLC                   Note
Leo & Meilinda Gerard

John Atkins                     Loan/Promissory      $750,000
2803 Breckenridge                    Note
Little Rock, AR 72227

Donald Keith Mooney
4109 Longview Road
Little Rock, AR 72212

Leo C Gerard
4031 East 115th Place
Thorton, CO 80233

Mark Thurman                                            $10,000
111 Maylou Terrace
Hot Springs, AR 71913

Jay Atkins                                              $20,000
2803 Breckenridge Drive
Little Rock, AR 72227-2915

WR Bob Atkins                                           $20,000
317 W. Longhills Rd
Benton, AR 72015-1695

Matt Jessen                                             $25,000
17550 391st. Avenue
Redfield, SD 57469

Mike Jessen                                             $25,000
17325 391st. Avenue
Redfield, SD 57469

Bill Nachalito                                         $480,000
249 E Elgin St.
Spearfish, SD 57783


WRIGHTWOOD GUEST: Seeks Authority to Use Cash Collateral
--------------------------------------------------------
Wrightwood Guest Ranch, LLC, seeks authority from the U.S.
Bankruptcy Court Central District of California to use cash
collateral to fund, operate and maintain its business and pay
critical expenses during the pendency of the Chapter 11 case.

According to the Debtor, without the use of cash collateral, it
will be unable to pay certain obligations necessary to operate and
maintain the property, including but not limited to payment of real
property tax, utilities or pay employees and will have to cease
operations which will result in substantial harm to the estate and
creditors. Denial of the cash collateral motion does not benefit
any creditor constituency but it would cause significant harm to
the Debtor's business operations, added the Debtor.

Additionally, the Debtor offers to provide Secured Creditor with a
replacement lien as adequate protection for any decline in value of
Secured Creditor's collateral resulting from such use and to the
extent cash collateral is actually used.  Likewise, the Debtor
proposes to make monthly adequate protection payments as set forth
in the budget attached to Hallett Declaration.

The real property owned by the Debtor is believed to be worth
$9,456,052 and the Secured Creditor is only owned approximately
$6,492,122.  Accordingly, there is substantial equity cushion of
approximately $3 Million, the Debtor asserts.  As such, the Secured
Creditor is adequately protected by the equity cushion in the real
property alone, the Debtor explains.

The Debtor concluded that it will be able to provide Secured
Creditor adequate protection by continuing to operate its business
and generating income therefrom in consonance with Section
363(c)(1) of the Bankruptcy Code, which provides a Debtor in
possession with the flexibility to engage in the ordinary course
transactions necessary to operate its business without unnecessary
oversight by its creditors or the court.

                   Greenlake Opposes Request

GreenLake Real Estate Fund LLC complains that the projected numbers
in the Debtor's Motion are completely unsubstantiated and
speculative, calling into question the intended use of cash
collateral, and whether the use of cash collateral would benefit
the estate at all.

Similarly, GreenLake complains that the Motion is entirely devoid
of adequate information that will aid the Court and GreenLake to
assess Debtor's budget projections attached to the Motion and
whether or not the adequate protection requirement can be
satisfied.  Arguing further, Greenlake asserts that the Motion also
provides no specifics as to the purported "replacement lien" Debtor
is offering to provide to secured creditors.  As ruled by the
Courts, protection to the secured creditor is inadequate where the
form of "adequate protection" proffered by the debtor-in-possession
is uncertain or speculative, Greenlake asserts.

                    Parties Ink Stipulation

The Debtor and Greenlake ask the Court to approve a stipulation
under which they agreed on GreenLake's security interest in rents
generated by parcels 4-026, 4-033, 4-035, 6-020, 0-023 and 0-024
pursuant to its first deed of trust with an assignment of rents,
and a second deed of trust on parcels 3-019, 6-017 and 6-019.

GreenLake contends that any income derived directly from the use of
the described property constitute "rents" in which GreenLake has a
security interest.  The Debtor disputes GreenLake's security
interest in Parcel 6-007 while GreenLake contends that it has a
perfeced security in Parcel 6-007.

The Debtor agrees to grant GreenLake a post-petition replacement
lien in income of the Debtor to the same priority and extent as
existed pre-petition as adequate protection for the Debtor's use of
cash collateral.  Furthermore, the Debtor will maintain and will
purchase insurance for the subject property without sufficient
coverage to adequately protect the interests of secured creditor of
GreenLake.

The Official Committee of Unsecured Creditors poses no objection to
the Debtor's proposed use of cash collateral through February 28,
2016.  However, further use of the cash collateral after February
28, 2016, should be subject to a further hearing to be held in
advance of the expiration of any order entered for the use of cash
collateral, the Committee asserts.

Wrightwood Guest Ranch, LLC, is represented by:

         Riley C. Walter, Esq.
         Holly E. Estes, Esq.
         WALTER & WILHELM LAW GROUP
         A Professional Corporation
         205 East Tiver Park Circle, Ste. 410
         Fresno, CA 93720
         Telephone: (559) 435-9800
         Facsimile: (559) 435-9868
         E-mail: rileywalter@W2LG.com
                 hestes@W2LG.com

GreenLake Real Estate Fund LLC is represented by:

         Timothy L. Neufeld, Esq.
         Yuriko M. Shikai, Esq.
         NEUFELD MARKS
         A Professional Corporation
         315 West Ninth Street, Suite 501
         Los Angeles, California 90015
         Telephone: (213) 625-2625
         Facsimile: (213) 625-2650
         Email: tneufeld@neufeldmarks.com
                yshikai@neufeldmarks.com

            -- and --

         Stephen F. Biegegenzahn, Esq.
         FRIEDMAN LAW GROUP, P.C.
         1900 Avenue of the Stars, 11th Floor
         Los Angeles, California 90067
         Telephone: (310) 552-8210
         Facsimile: (310) 733-5442
         Email: sbiegenzahn@flg-law.com

The Committee is represented by:

         Douglas A. Plazak, Esq.
         REID & HELLYER
         A Professional Corporation
         3880 Lemon Street, Fifth Floor
         Post Office Box 1300
         Riverside, California 92502-1300
         Telephone: 951- 682-1771
         Facsimile: 951- 686-2415
         Email: dplazak@rhlaw.com

Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an
involuntary petition against Wrightwood Guest Ranch LLC (Bankr.
C.D. Calif., Case No. 15-17799) on Aug. 5, 2015.  The case is
assigned to Judge Scott C. Clarkson.  The Petitioners' counsel is
Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside,
California.

The Bankruptcy Court later granted Wrightwood Guest Ranch's request
for relief under Chapter 11 and vacated the Involuntary Petition
filed against the Debtor.


YELLOWSTONE CLUB: Trustee Wants Founder, Counsel Sanctioned
-----------------------------------------------------------
Kali Hays at Bankruptcy Law360 reported that the liquidating
trustee for Yellowstone Mountain Club on Dec. 10, 2015, urged a
Washington federal court to impose about $31,200 in sanctions
against counsel for the former owner of the bankrupt resort, saying
the currently jailed defendant has intentionally tried avoid giving
testimony in a suit over transferred assets.

Trustee Brian Glasser claims that Timothy Blixseth, who is
currently being held on a contempt order in a Montana jail, refused
to attend a deposition scheduled for Dec. 7 at the jail.

              About Yellowstone Mountain Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski    

community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


[*] 3 Firms Earn High Praise From Clients for 15 Consecutive Years
------------------------------------------------------------------
Melissa Maleske at Bankruptcy Law360 reported that only three firms
have earned high praise from their clients for 15 consecutive
years, a new survey shows.  By consistently keeping their clients
happy since the BTI Client Service 30 report began 15 years ago,
Jones Day, Morgan Lewis & Bockius LLP, and Sidley Austin LLP have a
rare distinction among the 30 law firms that corporate counsels
have named the creme de la creme of client service delivery.  All
three also made the top 10 in the 2016 BTI Client Service A-Team
report by BTI.


[*] Ex-Moss & Barnett Attorney Joins FNCB as General Counsel
------------------------------------------------------------
FNCB, Inc., a national accounts receivable management firm
servicing Fortune 500 brands and small businesses, announced the
appointment of Issa Moe as the company's General Counsel and Chief
Compliance Officer.  Mr. Moe will report to Chief Executive
Officer, Bradley Jardon, and will upgrade the company's efforts to
meet all state and federal regulatory requirements in managing
billions of dollars of accounts for clients annually.

"FNCB has a genuine and unwavering commitment to ensuring that our
employees and those around the industry are accountable to American
consumers," said Mr. Moe, General Counsel and Chief Compliance
Officer of FNCB, Inc.  "I'm excited to have the opportunity to work
with a management team willing to be bold and lead by example with
clear and strong standards of conduct."

"Issa brings a wealth of law firm experience and a strong vision to
further FNCB as an industry leader in best practices, transparency
and compliance," said Bradley Jardon, Chief Executive Officer of
FNCB, Inc.  "We believe that bringing Mr. Moe's level of expertise
and specialized legal background to the position is essential given
the intense scrutiny our industry faces from local, state and
federal regulatory agencies."

"We are pleased to welcome Issa to the executive management team
and have no doubt he will help us exceed client expectations and
raise the industry bar with regulatory and legal requirements,"
said Scott Carroll, Chief Operating Officer of FNCB, Inc.

Prior to FNCB, Inc., Mr. Moe was an attorney for Moss & Barnett's
creditors' remedies & bankruptcy team, where he worked alongside
John Rossman, one of the nation's leading authorities on debt
collection law.  Messrs. Moe and Rossman provided litigation
defense and regulatory and compliance counsel.  Previously, Mr. Moe
worked for Irell & Manella and Troutman Sanders; his expertise is
in representing companies, creditors' committees, unsecured and
secured creditors, trustees, and other parties-in-interest in
bankruptcy proceedings, restructurings, and litigation.  He has
extensive experience defending claims under the Fair Debt
Collection Practices Act (FDCPA), Fair Credit Reporting Act (FCRA),
Telephone Consumer Protection Act (TCPA), and similar state
statutes.

Mr. Moe is licensed to practice law in state and federal courts in
California and Minnesota.  He received his juris doctor degree from
the University of Pennsylvania, where he graduated cum laude, and
his bachelor's degree from the University of Virginia.

                         About FNCB, Inc.

Founded nearly thirty years ago, FNBC, Inc. provides third-party
collections providing diversified solutions for clients.  The
company is based in Sparks, Nevada.


[*] Kirkland & Ellis' Stephen Hessler Named as Law360 Bankr. MVP
----------------------------------------------------------------
Ed Beeson at Bankruptcy Law360 reported that over the past year,
Kirkland & Ellis LLP partner Stephen Hessler has been at the
forefront of one of the largest and most complex bankruptcy filings
in U.S. history, helping to steer the Dallas-based Energy Future
Holdings Inc. through a plan to resolve its Texas-sized debt load
and earning his spot as one of Law360's Bankruptcy MVPs for 2015.
One of Kirkland's lead partners in the case, Mr. Hessler has played
a key role quarterbacking the sprawling proceedings.

Mr. Hessler can be reached at:

     Stephen E. Hessler, Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, NY 10022
     E-mail: shessler@kirkland.com


[*] Revisions to LMA Trading Documents to Go Live Today
-------------------------------------------------------
Clifford Chance disclosed that The Loan Market Association has
published revised versions of its Standard Terms and Conditions for
Par and Distressed Trade Transactions (Bank Debt/Claims), forms of
Trade Confirmations and Participation Agreements, and Secondary
Debt Trading Documentation Users Guide.  The revised documents are
available on the LMA website and will "go live" beginning December
16, 2015.

A copy of the full briefing is available at http://is.gd/99Wdhp



[*] Steep Fall in Base Metal Prices Poses Risk on Issuers
---------------------------------------------------------
Moody's Investors Service has lowered its price sensitivities for
base metals for 2016-17 to reflect the steep decline in commodities
prices.  The deteriorating price environment increases the
likelihood that issuers' credit profiles will weaken, especially
given Moody's expectation that the downturn will be deeper and
longer.

Uncertainty about demand from China given the country's slowing
growth rate, the strength of the US dollar and overall weaker
expectations for global growth in 2016 are the main factors
dampening commodities prices.

"Commodities prices are now at or even below 2009 levels," said
Carol Cowan, a Moody's Senior Vice President.  "And absent
significant production cuts, we don't see prices improving over the
next several quarters."

Zinc prices are at a 12-year low, and average copper and nickel
prices have also fallen materially, with copper down roughly 8% in
November from the prior-month average, and nickel, down almost 11%
from its October average.

Slowing Chinese steel production has similarly led to declines in
metallurgical coal and iron ore prices.  China accounts for
approximately half of global base metal consumption and is a major
producer of aluminum and copper.

Further stressing metal prices is the strong US dollar, which has
caused base metal prices to increase in many local currencies,
since the base metal market is largely traded in dollars.

"The strong dollar has benefited profits for companies with
production outside of the US due to declining cost curves for
non-US dollar cost denominated producers," said Cowan.  "As a
result, high-cost capacity has remained in production that would
normally exit the market in a downturn, exacerbating oversupply and
further depressing prices."

Moody's notes that the credit effect of these factors on base
metals issuers will depend on their ability to reduce capital
expenditures and other cash outflows without significantly
jeopardizing future cash flow generation, the strength of their
liquidity positions and their debt maturity profiles.

"We expect a better supply/demand balance in 2017 and improving
global economic fundamentals to result in better price conditions,"
added Cowan.  "But hedge fund investment activity will likely
increase volatility."



                            *********

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 ***