TCR_Public/160129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 29, 2016, Vol. 20, No. 29

                            Headlines

22ND CENTURY: Has 71 Million Outstanding Shares as of Jan. 25
5-7 MULBERRY STREET: Case Summary & 5 Largest Unsecured Creditors
ACADIA HEALTHCARE: Moody's Confirms B1 CFR & Rates $955MM Loan Ba2
ACADIA HEALTHCARE: S&P Assigns 'BB-' Rating on New $955MM Sr. Loan
ADAMIS PHARMACEUTICALS: Closes $5 Million Private Placement

AEOLUS PHARMACEUTICALS: Has 73.4M Shares Resale Prospectus
AFFORDABLE HOUSING: S&P Lowers Rating on 2013 Rev. Bonds to 'BB+'
ALABAMA AIRCRAFT: Boeing Foe's Deposition Requests Okayed
AMERICAN SAMOA: Moody's Assigns Ba3 Rating to 2015B Revenue Bonds
ATLANTIC CITY, NJ: Takeover Plan Stirs Debate

AVON: Lays Out Roadmap; Execution Risks Remain, Fitch Says
BURLINGTON STORES: S&P Raises CCR to BB-, Outlook Stable
CAPSTONE MINING: S&P Lowers CCR to 'B-' Then Withdraws Rating
CARDIAC SCIENCE: Court OKs Whyte Hirschboeck as Attorneys
CENTENE CORP: Moody's Assigns Ba2 Sr. Unsec. Debt Rating

CENTENE CORP: S&P Affirms 'BB' LT Counterparty Credit Rating
CHENIERE ENERGY: S&P Raises CCR to 'BB-', Outlook Stable
COOPER COS: S&P Lowers CCR to BB+, Outlook Stable
DELTA AP: Case Summary & 3 Largest Unsecured Creditors
EAST ORANGE: $4-Million Financing from Indigo Has Final Approval

EAST ORANGE: Court Okays Sale to Prospect Medical
ECLIPSE RESOURCES: S&P Lowers CCR to 'CC', Outlook Negative
EMPIRE LAND: Executives Lose $20M Coverage Bid at 9th Circuit
EPIC/FREEDOM LLC: S&P Assigns 'B' CCR, Outlook Stable
FAIRMOUNT SANTROL: Moody's Cuts Corporate Family Rating to Caa1

FOUNTAIN HILLS: Court Dismisses Chap. 11 Case
FREEDOM INDUSTRIES: Court Remands Suits Against WV American
GELTECH SOLUTIONS: Changes Fiscal Year End to Dec. 31
GELTECH SOLUTIONS: Extends Warrants Expiration by 12 Months
GELTECH SOLUTIONS: Shareholders Elect Six Directors

GIBRALTAR INDUSTRIES: S&P Affirms BB- CCR, Outlook Positive
GOLD RIVER: Creditors Balk at Naming Lucy Gao as Responsible Person
GREAT LAKES COMNET: Section 341 Meeting Scheduled for March 7
GREENSHIFT CORP: FLUX Carbon Transfers Interest in Viridis
GREENSHIFT CORP: Issues 800,000 Series G Shares to Bitzio

GREENSHIFT CORP: Signs Settlement Agreement with YAGI
HAVERHILL CHEMICALS: Court Approves 2nd Amendment to Cash Use Order
HIMA-KUNAL LLC: Voluntary Chapter 11 Case Summary
HIRA LLC: Voluntary Chapter 11 Case Summary
HONG KONG ENTERTAINMENT: Lists $55.2MM in Assets, $273.4MM in Debts

HOVNANIAN ENTERPRISES: BlackRock Holds 9.3% of Class A Shares
HUB HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
INNOPHOS HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable
ISTAR INC: BlackRock Reports 7.4% Equity Stake as of Dec. 31
JACK COOPER: S&P Affirms 'CCC-' Rating on $165MM Sr. Toggle Notes

LAMAR MEDIA: S&P Assigns 'BB-' Rating on $400MM Sr. Unsec. Notes
LEHMAN BROTHERS: JPMorgan Settlement Brings $1.49BB for Creditors
LEIDOS HOLDINGS: Moody's Affirms Ba1 Corporate Family Rating
LIQUID HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
LIQUIDMETAL TECHNOLOGIES: Barney Visser Holds 5.7% of CL-A Shares

LYONDELL CHEMICAL: Bid to Recover Toe-Hold Payments Junked
MAGNOLIA LANE: Loss, Deficit Raise Going Concern Doubt
MAGNUM HUNTER: Seeks to Assume Restructuring Support Agreement
MANITOWOC CO: S&P Lowers CCR to 'B+' & Rates $250MM Notes 'B+'
MANITOWOC FOODSERVICE: S&P Assigns 'B+' CCR, Outlook Stable

MB VENTURES: Case Summary & 12 Largest Unsecured Creditors
MERRIMACK PHARMACEUTICALS: BlackRock Holds 7.6% Stake as of Dec. 31
MICHAEL KING FOUNDATION: Proposes Motschenbacher as Counsel
MINERCO INC: Raises Going Concern Doubt Amid Deficit, et al.
MIRION TECHNOLOGIES: S&P Revises Outlook to Neg. & Affirms 'B' CCR

MOKO SOCIAL: Receives NASDAQ Listing Non-Compliance Notice
MOLYCORP INC: Bloomberg OK'd to Intervene in Hearing on Info Leak
MOLYCORP INC: Committee Sues Oaktree Over Overpriced Financing
MORNINGSTAR MARKETPLACE: Court OKs Appointment of Ch. 11 Trustee
NATIONAL CINEMEDIA: Names S. Schneider Non-Employee Exec. Chairman

NEW GULF RESOURCES: ENXP, Regiment Object to Backstop Agreement
NORTEL NETWORKS: Feb. 23 Hearing on Compromise of Claims Asserted
OPEN TEXT: Moody's Affirms Ba1 Corporate Family Rating
PATRIOT COAL: H-T-L Perma Sells $6,663 Claim to Tannor Partners
PFS HOLDING: S&P Affirms 'B-' Corp. Credit Rating, Outlook Stable

PHILLIPS INVESTMENTS: East West Bank Says Plan Not Feasible
PHILLIPS INVESTMENTS: Parties Move Plan Hearing to March
PHILLIPS INVESTMENTS: Tenant Says Plan Has No Chance of Success
PICO HOLDINGS: Leder Calls Special Meeting to Throw Out 5 Directors
PODS LLC: S&P Revises Outlook to Positive & Affirms 'B' CCR

POINT BLANK: No More Mediation for "Cohen" 15-1154 Appeal
POINT BLANK: No More Mediation for "Cohen" 15-633 Appeal
PRESCOTT VALLEY: Court Approves Joint Administration of Cases
PRESTIGE BRANDS: S&P Affirms 'B+' CCR & Revises Outlook to Stable
QUIKSILVER INC: Court Confirms Plan of Reorganization

QUIKSILVER INC: Unsecured Creditors Blast at Chapter 11 Plan
QWEST CORP: S&P Affirms 'BB' Corporate Credit Rating
RAILWAY COMPANY: Seeks Continued Cash Collateral Use Thru March
RELATIVITY MEDIA: Netflix, Others Challenge Chapter 11 Plan
RELATIVITY MEDIA: Says Unsecured Creditors Back Reorg. Plan

SAMUEL E. WYLY: Offshore Trusts Fraudulent, Dallas Judge Says
SANTA FE GOLD: Cancels Chapter 11 Auction, Names Waterton Buyer
SIMPLY FASHION: WBCMT 2004-C10 Sells Claim to Westland Michigan
SRAM CORP: Moody's Cuts Corporate Family Rating to B2
SWIFT ENERGY: Feds Take Issue with $49 Million Bankruptcy Sale

TALOS ENERGY: S&P Cuts Corp. Credit Rating to B-, Outlook Negative
THANE INTERNATIONAL: Management Buyout Closed in December
TORQUED-UP ENERGY: Seek Authority to Sell Assets, Pay Admin. Agent
TRANS-LUX CORP: Gabelli Equity Reports 24.1% Stake as of Dec. 31
TRANSFIRST HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive

TRI-VALLEY CORP: K&L Gates Wants Claims Abetting Breach Junked
TRINITY PLACE: Plans for Mixed-Use Development Project in N.Y.
UNIFRAX HOLDING: S&P Revises Outlook to Negative & Affirms 'B' CCR
VARIANT HOLDING: Snowdon Parties Oppose Plan Filing Extension
VARIANT HOLDING: Taps UpShot Services as Claims & Noticing Agent

VARSITY MEDICAL: Case Summary & 7 Largest Unsecured Creditors
VERITEQ CORP: Iliad Research Reports 9.9% Stake as of Jan. 26
VERSO CORP: Wins Support for Reorganization, Lawyer Says
VERSO CORPORATION: Hires Prime Clerk as Claims & Noticing Agent
VERSO CORPORATION: Seeks Joint Administration of Cases

VERSO PAPER: Moody's Affirms Ca CFR & Changes Outlook to Stable
VERSO PAPER: S&P Lowers Rating on Sr. Sec. ABL Facility to 'D'
VIRTUAL PIGGY: Philip Manning Quits as Director
VIZIENT INC: S&P Assigns 'B' CCR & Rates $1.55BB Facilities 'B'
WALTER ENERGY: Provides Update on Dominion Trust Termination

WATTENBERG OIL: Mooney Seeks Chapter 11 Trustee; Debtor Balks
WEATHERFORD INT'L: Fitch Cuts Senior Unsecured Ratings to 'BB'
WILLIAMS COS: S&P Lowers CCR to 'BB', Off Watch Negative
WOODRIDGE VILLAS: Case Summary & 16 Largest Unsecured Creditors
WORLDWIDE INVESTMENTS: Case Summary & Largest Unsecured Creditor

XINERGY LTD: Jadco Transfers $14,098 Claim to Liquidity Solutions
ZUCKER GOLDBERG: Creditors Balk at Exclusivity Extensions Bid
[*] Bingham's Jared Clark Joins Phillips Nizer's Bankruptcy Team
[*] Clinics Drive Small Health-Care Bankruptcy Caseload
[*] Conway MacKenzie Named T&W's Outstanding Turnaround Firm 2015

[*] Ex-Gov. Beshear Returns to Old Ky. Home - Stites & Harbison
[*] Heidi Sorvino Joins LeClairRyan's Bankruptcy Practice in N.Y.
[*] Macro Trends to Heighten Risk for Chemical Sectors, Moody's Say
[*] Moody's B3 Negative and Lower List Hits Six-Year High
[*] Moody's Places Ratings for 3 Dioxide Producers on Review

[*] Moody's Reviews 69 E&P Companies in U.S. for Downgrade
[*] Moody's Reviews Select US Energy Issuer Ratings for Downgrade
[] Former Bankruptcy Judge D. Michael Lynn Joins Shannon Gracey
[^] BOOK REVIEW: Oil Business in Latin America: The Early Years

                            *********

22ND CENTURY: Has 71 Million Outstanding Shares as of Jan. 25
-------------------------------------------------------------
Warrants issued on Jan. 25, 2011, granting the holders the right to
purchase a total of 6,831,115 shares of common stock of 22nd
Century Group, Inc. expired Jan. 25, 2016.  As a result, the total
number of outstanding warrants to purchase the Company's common
shares decreased by approximately 41%, from 16,567,736 to
9,736,621.  As of Jan. 25, 2016, there were 71,006,844 shares of
the Company's common stock outstanding.

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $15.6 million on $529,000 of
revenue for the year ended Dec. 31, 2014, compared to a net loss of
$26.2 million on $7.27 million of revenue during the prior year.

As of Sept. 30, 2015, the Company had $21.01 million in total
assets, $6.79 million in total liabilities and $14.21 million in
total shareholders' equity.


5-7 MULBERRY STREET: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 5-7 Mulberry Street Associates, LLC
        220 Myrtle St.
        Manchester, NH 03104

Case No.: 16-10102

Chapter 11 Petition Date: January 27, 2016

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP, P.C.
                  159 Main Street
                  Nashua, NH 03060
                  Tel: 603-204-5513
                  Email: peter@thetamposilawgroup.com

Total Assets: $1.05 million

Total Liabilities: $392,446

The petition was signed by Tony Slevira, manager.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nhb16-10102.pdf


ACADIA HEALTHCARE: Moody's Confirms B1 CFR & Rates $955MM Loan Ba2
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Acadia
Healthcare Company, Inc., including the B1 Corporate Family Rating
and B1-PD Probability of Default Rating.  Moody's also assigned a
Ba2 (LGD 2) rating to the company's proposed $955 million senior
secured term loan and a B3 (LGD 5) rating to the proposed offering
of $390 senior unsecured notes.  The proceeds of the new term loan
B and unsecured notes will be used, along with proceeds from a
previously completed equity offering, to fund the acquisition of
Priory Group No 3 plc (B2 stable).  The rating outlook is stable.

The confirmation of Acadia's ratings concludes Moody's review of
the ratings that was initiated on Jan. 4, 2016.  The review was
prompted by the company's announcement that it had signed a
definitive agreement to acquire Priory for approximately $2.2
billion, including the refinancing of the debt of Priory.

"Acadia's pro forma adjusted debt to EBITDA will increase to a very
high 5.9 times, before considering the benefit of synergies of the
Priory and CRC Health Group acquisitions," said Dean Diaz, a Senior
Vice President at Moody's.  "However, a combination of EBITDA
growth and stable cash flow will allow for debt repayment that will
contribute to a rapid reduction in leverage over the next 12 to 18
months," continued Diaz.  The confirmation of the B1 Corporate
Family Rating reflects Moody's expectation that Acadia will
continue to use a mix of debt and equity in subsequent acquisitions
in order to maintain leverage in the range of 4.5 to 5.0 times.
Further, Moody's expects that the company will refrain from any
additional large, transformational acquisitions until Priory and
CRC can be fully integrated.

Moody's also affirmed Acadia's Speculative Grade Liquidity Rating
at SGL-2.  The affirmation reflects Moody's expectation that the
company will maintain good liquidity over the next 12 to 18
months.

Following is a summary of Moody's rating actions.

Ratings confirmed:

  Corporate Family Rating at B1
  Probability of Default Rating at B1-PD
  Senior secured revolving credit facility at Ba2 (LGD 2)
  Senior secured term loan A at Ba2 (LGD 2)
  Senior secured term loan B at Ba2 (LGD 2)
  Senior unsecured notes at B3 (LGD 5)

Ratings assigned:

  Senior secured term loan B at Ba2 (LGD 2)
  Senior unsecured notes due 2024 at B3 (LGD 5)

Ratings affirmed:

  Speculative Grade Liquidity Rating at SGL-2

The rating outlook is stable.

RATINGS RATIONALE

Acadia's B1 Corporate Family Rating reflects Moody's expectation of
continued EBITDA and cash flow growth as the company integrates the
operations of Priory, which is the company's largest acquisition to
date, as well as other recently completed acquisitions.  Moody's
expects that Acadia will reduce leverage to below 5.0 times through
a combination of debt repayment and EBITDA growth within the next
12 to 18 months.  However, Moody's also expects that Acadia will
continue to pursue tuck-in acquisitions with a combination of debt,
equity, and available cash.  The rating also reflects Moody's
consideration of risks associated with the pace of growth through
large acquisitions and the now considerable operations in the
United Kingdom.  The acquisitions of Priory and CRC significantly
increase Acadia's scale and improve diversification, both in terms
of geography and revenue sources.  However, Acadia will still rely
heavily on government reimbursement both in the United States
(Medicare and Medicaid) and in the United Kingdom (National Health
Service).

The stable rating outlook reflects Moody's expectation that Acadia
will realize continued growth through expanding bed capacity at its
facilities in both the US and the UK.  Moody's also expects the
realization of synergies and a stable reimbursement environment to
result in continued strong margins.  Further, while Moody's expects
Acadia to continue to aggressively pursue growth through
acquisitions, the rating agency also anticipates a return of
debt/EBITDA to the range of 4.5 to 5.0 times.

The Speculative Grade Liquidity Rating of SGL-2 is supported by
Moody's expectation that Acadia's liquidity position will benefit
from growing operating cash flow and modest capital expenditure
needs.  The company has also undertaken amending its credit
facility to provided additional headroom in complying with
financial covenants.  However, available liquidity will be
constrained until amounts drawn on the revolving credit facility to
fund acquisition activity during the fourth quarter of 2015 are
repaid.

If the company reduces and sustains debt/EBITDA below 4.0 times
through debt repayment or growth in EBITDA while balancing
expansion opportunities and acquisitions, Moody's could upgrade the
ratings.  Acadia would also need to restore access to liquidity
sources through the repayment of outstanding revolver balances.

If Moody's expects debt to EBITDA to be sustained above 5.0 times,
either because of a more aggressive pursuit of growth, challenges
in the integration of recent acquisitions, adverse reimbursement
developments, or shareholder initiatives, the ratings could be
downgraded.  A deterioration of liquidity could also result in a
rating downgrade.

Acadia is a provider of inpatient behavioral health care services
providing psychiatric and chemical dependency services to its
patients in a variety of settings.  These include inpatient
psychiatric hospitals, residential treatment centers, outpatient
clinics and therapeutic school-based programs.  Pro forma revenues
(including Priory) are approximately $2.8 billion for the twelve
months ended Sept. 30, 2015.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.



ACADIA HEALTHCARE: S&P Assigns 'BB-' Rating on New $955MM Sr. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
and '2' recovery (70% to 90%, at the lower end of the range)
ratings to U.S.-based behavioral health provider Acadia Healthcare
Co. Inc.'s new $955 million senior secured term loan due 2023.  The
company plans to use the proceeds, in addition to the proceeds of
new equity issuance, and expected issuance of unsecured notes to
help finance the acquisition of U.K.-based behavioral health
provider Priory Group No. 1 Ltd.

At the same time, S&P is raising its issue-level on the existing
senior unsecured notes to 'B' from 'B-' and revising the recovery
rating on this debt to '5' from '6' because the acquisition
increases the enterprise value generated by nonguarantors, which
improves the recovery value attributed to unsecured lenders in the
event of a default.  The '5' recovery rating indicates expectations
for modest (10% to 30%, at the lower end of the range) recovery in
a default.

S&P's 'BB-' issue-level and '2' recovery (70% to 90%, at the lower
end of the range) ratings on the existing revolving credit and term
loan facilities are unchanged.

S&P's corporate credit rating on Acadia is 'B+' and the outlook is
stable.

While this transaction will prevent pro forma adjusted debt
leverage from decreasing to S&P's earlier expected level below 5x
in 2016, it does not change S&P's view of financial risk.  The
company has a track record of using equity to help fund prior
acquisitions to limit leverage spikes.  Similar to prior
acquisitions, S&P expects pro forma leverage to fall to its
estimated range between 4x and 5x, aided by synergies of the
transaction as well as growth from current operations.

S&P's assessment of Acadia's business risk profile as weak is based
on its narrow focus on behavioral health, despite substantial scale
in this fragmented sector; exposure to reimbursement risk,
especially from government payors (which represent about 60% of
revenues); and solid growth prospects with behavioral health demand
that S&P expects to continue to grow at a mid- to high-single-digit
pace.  S&P also incorporates its view that the company is
acquisitive with ongoing risks relating to integrating acquired
facilities.

RATINGS LIST

Acadia Healthcare Co. Inc.
Corporate Credit Rating          B+/Stable/--

New Rating

Acadia Healthcare Co. Inc.
$955 Mil. Senior Secured
  Term Loan Due 2023              BB-
   Recovery Rating                2L

Ratings Raised; Recovery Rating Revised
                                  To        From
Acadia Healthcare Co. Inc.
Senior Unsecured                 B         B-
   Recovery Rating                5L        6



ADAMIS PHARMACEUTICALS: Closes $5 Million Private Placement
-----------------------------------------------------------
Adamis Pharmaceuticals Corporation has completed a private
placement financing transaction pursuant to which it issued
1,183,432 shares of Series A-1 Convertible Preferred Stock to a
fundamental healthcare institutional fund, and received gross cash
proceeds of approximately $5,000,000.  The preferred stock is
convertible into common stock at a conversion ratio of 1-to-1 at
the option of the investor and has no preference to the common
shares.  The Company also issued to the investor warrants to
purchase a number of shares of common stock or Series A1 Preferred
equal to the number of shares of preferred stock purchased by the
investor.  The shares of Series A1 Preferred and warrants were sold
in units, with each unit consisting of one share and one warrant,
at a purchase price of $4.225 per unit.  The warrants, which are
exercisable for a period of five years, have an exercise price of
$4.10 per share and are callable for cash.

The Company expects to use the net proceeds from this financing for
general corporate purposes, including but not limited to general
operating expenses, development of its pipeline products, and
anticipated expenses relating to preparations for the launch of its
epinephrine pre-filled syringe.  Adamis believes proceeds from this
transaction, when combined with its current cash position, will
provide sufficient capital to support the Company through the
anticipated approval of its PFS product.

On Jan. 25, 2016, the Company filed with the office of the
Secretary of State of the State of Delaware a Certificate of
Designation of Preferences, Rights and Limitations of Series A-1
Convertible Preferred Stock designating 3,785,303 shares of the
Company's authorized preferred stock as Series A-1 Convertible
Preferred Stock, par value $0.0001 per share.

Additional information about the transaction is contained in the
Company's Form 8-K filing with the Securities and Exchange
Commission, a copy of which is available at http://is.gd/FvQIqW

                          About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

Mayer Hoffman McCann, P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the transition period ended Dec. 31, 2014, citing
that the Company has incurred recurring losses from operations, and
is dependent on additional financing to fund operations.

Adamis reported a net loss of $8.15 million for the year ended
March 31, 2014, as compared with a net loss of $7.19 million for
the year ended March 31, 2013.

                        Bankruptcy Warning

"Our management intends to attempt to secure additional required
funding through equity or debt financings, sales or out-licensing
of intellectual property assets, seeking partnerships with other
pharmaceutical companies or third parties to co-develop and fund
research and development efforts, or similar transactions. However,
there can be no assurance that we will be able to obtain any
required additional funding.  If we are unsuccessful in securing
funding from any of these sources, we will defer, reduce or
eliminate certain planned expenditures and delay development or
commercialization of some or all of our products.  If we do not
have sufficient funds to continue operations, we could be required
to seek bankruptcy protection or other alternatives that could
result in our stockholders losing some or all of their investment
in us," the Company states in its quarterly report for the period
ended Sept. 30, 2015.


AEOLUS PHARMACEUTICALS: Has 73.4M Shares Resale Prospectus
----------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed a Form S-1 registration
statement with the Securities and Exchange Commission relating to
the offer and sale from time to time by Albert & Yvonne Tjan Family
Trust, Biotechnology Value Fund, L.P., et al., of up to 73,432,471
shares of the Company's common stock, par value $0.01 per share.  

These shares include (i) 15,629,676 shares of common stock issued
and outstanding, (ii) 20,454,546 shares of common stock issuable
upon conversion of Series C Convertible Preferred Stock and (iii)
37,298,249 shares of common stock issuable upon exercise of
warrants, all of which were issued in connection with a private
placement which closed in December of 2015.  

This prospectus also relates to 50,000 shares of the Company's
common stock issuable upon the exercise of warrants that the
Company issued in 2014.

The Company is not selling any common stock under this prospectus
and will not receive any of the proceeds from the sale of shares by
the selling stockholders; however, the Company will receive the
proceeds of any cash exercise of the warrants.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "AOLS."  On Jan. 19, 2016, the closing price of
the Company's common stock was $0.20 per share.

A copy of the Form S-1 is available for free at:

                        http://is.gd/qqmj5O

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus reported a net loss of $2.62 million for the fiscal year
ended Sept. 30, 2015, compared to a net loss of $80,000 for the
fiscal year ended Sept. 30, 2014.

As of Sept. 30, 2015, the Company had $1.77 million in total
assets, $2.62 million in total liabilities and a total
stockholders' deficit of $845,000.


AFFORDABLE HOUSING: S&P Lowers Rating on 2013 Rev. Bonds to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Louisiana
Local Government Environmental Facilities and Community Development
Authority's (Malcolm Kenner Apartments) series 2013A and taxable
series 2013A-T multifamily housing revenue bonds, issued for
Affordable Housing America Inc. – NOLA Housing LLC Project, Ala.
to 'BB+' from 'BBB+'.  The outlook is stable.

"The downgrade is based on the project's increased expenses,
resulting in net operating income 5% below pro forma expectations,"
said Standard & Poor's credit analyst Alexander North.

The rating also reflects S&P's view of the project's:

   -- Poor financial performance, as reflected by debt service
      coverage (DSC) of 1.02x maximum annual debt service (MADS)
      based on annualized audited financials ending Dec. 31, 2014;

      and

   -- Highly vulnerable loss coverage level on the bonds based on
      a very high Standard & Poor's loan-to-value ratio of
      104.42%.

Partly offsetting the project's credit weaknesses, in S&P's view
are:

   -- The project's strong operating performance, with very low
      vacancy rates and a sizable number of applicants on the
      waiting list; and

   -- The pledge of revenue to bondholders from the U.S.
      Department of Housing and Urban Development's (HUD) Section
      8 Housing Assistance Payments Program (HAP) contract through

      the contract term, the pledge of anticipated renewal
      contracts, and HUD's oversight of the Section 8 contract.

The bonds were issued in 2013 to acquire and rehabilitate the
Malcolm Kenner Apartments, a 66-unit Section 8-enhanced apartment
project located at 851 3rd St. in Kenner, La.  The bonds were rated
based on pro forma financial information.  The actual debt service
schedule, compiled after the bonds priced, indicated a MADS amount
significantly higher than pro forma expectations.  S&P's current
rating on the bonds now incorporates the actual MADS amount of
$255,550.  This has contributed to the lower DSC.

In addition, for the fiscal year ended Dec. 31, 2014, the project
experienced significantly higher expenses, which forced net
operating income lower and results in a DSC of approximately 1.02x
MADS.  This has resulted in an expense ratio of 58.67%, higher than
pro forma expectations of 54.70%.

The stable outlook reflects S&P's opinion of the revenue stream's
expected stability given the Section 8 HAP contract, oversight from
an experienced owner and property manager, and strong historical
occupancy rates.  Should DSC decline further or operating expenses
continue to increase, S&P could lower the rating.  Conversely,
should the project's overall financial performance improve, S&P
could raise the rating.



ALABAMA AIRCRAFT: Boeing Foe's Deposition Requests Okayed
---------------------------------------------------------
Michael Macagnone at Bankruptcy Law360 reported that Boeing
officials may have to testify in connection to allegations the
company caused $1.1 billion in damages by reneging on a deal
involving a U.S. Air Force refueling tanker contract in an Alabama
federal court, after a special master agreed with a bankrupt
defense contractor's deposition requests on Jan. 13, 2016.

Special master David J. Middlebrooks of Lehr Middlebrooks Vreeland
& Thompson PC said Alabama Aircraft Industries Inc.'s trustee made
properly limited requests for documents and depositions in
connection to data Boeing received from Pemco Aircraft Engineering
Services Inc.

                     About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance   
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

The Chapter 11 case was later converted to liquidation under
Chapter 7.


AMERICAN SAMOA: Moody's Assigns Ba3 Rating to 2015B Revenue Bonds
-----------------------------------------------------------------
Issue: General Revenue Bonds, Series 2015B (Federally Taxable);
Rating: Ba3; Sale Amount: $23,000,000; Expected Sale Date:
01/29/2016; Rating Description: General Obligation

Summary Rating Rationale

Moody's Investors Service has assigned a Ba3 rating to the
Territory of American Samoa's $23 million General Revenue Bonds,
Series 2015B (Federally Taxable), to be issued through the American
Samoa Economic Development Authority. The territory also has
outstanding $56 million previously issued parity obligations,
General Revenue and Refunding Bonds, Series 2015A (Tax-Exempt) and
Series 2015C (Federally Taxable), also rated Ba3.

The rating reflects American Samoa's status as a US territory which
receives generous operating and capital assistance from the federal
government, as well as its low long-term liabilities. The rating
also factors in the territory's small and volatile economy, low
income levels, weak financial position, and financial management
challenges. Additionally, there are risks associated with changes
in American Samoa's banking system, including the loss of the
territory's only US-based retail bank and its planned replacement
with a government-owned charter bank.

Rating Outlook

Outlooks are usually not assigned to state and local government
credits with this amount of debt outstanding.

Factors that Could Lead to an Upgrade:

Diversification and growth of economy

Sustained improvement in financial management and financial
position

Factors that Could Lead to a Downgrade

Further weakening of financial position

Economic deterioration

Loss of US federal support

Legal Security

The bonds will be special limited obligations of American Samoa,
secured by a pledge of specific revenues. As defined by the bond
indenture, the revenues comprise of personal income taxes,
corporate income taxes, and certain excise taxes that include a tax
on imported beer, malt extract, alcoholic beverages, motor
vehicles, and others. The pledge of tax revenues is subject to the
prior deduction of certain legislative earmark deductions. These
pledged taxes are collected by the territory and transferred to the
trustee on the 15th of each month on a one-sixth, one-twelfth
basis. Fiscal 2015 revenues provide 11.3 times coverage of peak
debt service, and the territory has a standard debt service reserve
fund. If the territory chooses to issue additional bonds,
historical pledged revenue must be at least 4.0 times average
annual debt service. While these pledged taxes are the main source
of revenue, the bonds are also backed by the full faith and credit
of the territory.

Use of Proceeds

Proceeds of the Series 2015B bonds will be used to fund various
capital projects including the provision of working capital to
establish charter bank to be owned and operated by the government.

Obligor Profile

American Samoa is a chain of seven small islands in the Pacific
about 2,700 miles southwest of Hawaii and 2,300 miles northeast of
New Zealand, that became a US territory in 1900. While that region
is generally not prone to hurricanes, the territory did experience
a major tsunami in 2009.



ATLANTIC CITY, NJ: Takeover Plan Stirs Debate
---------------------------------------------
Kate King and Heather Haddon, writing for Dow Jones' Daily
Bankruptcy Review, reported that New Jersey Gov. Chris Christie's
proposed state takeover of Atlantic City drew a mix of anger and
frustration from residents in the struggling resort city.

According to the report, at a news conference in Trenton, Mr.
Christie, a Republican, and state Senate President Steve Sweeney, a
Democrat, said they had reached an agreement to give the state
control over the finances of Atlantic City for five years.

The report added that the threat of bankruptcy hung over New Jersey
officials' latest proposal to take control of Atlantic City's
finances, with some officials and others saying that it would be
the best way to save the struggling city.  State officials pledged
to include the city's mayor and City Council president in
discussions and give the city a much-needed cash infusion, the
report related.

                   *     *     *

The Troubled Company Reporter, on Dec. 15, 2015, reported that
Moody's Investors Service has affirmed the City of Atlantic City,
NJ's General Obligation rating of Caa1.  The outlook remains
negative.  Concurrently, Moody's has affirmed the B2 rating on
Atlantic City Municipal Utilities Authority's (MUA)
city-guaranteed
$7.5 million water revenue bonds.

The TCR, on the same date, reported that Moody's Investors Service
has affirmed the B2 rating Atlantic City
Municipal Utilities Authority's (NJ) net water revenue debt.  The
outlook remains negative.


AVON: Lays Out Roadmap; Execution Risks Remain, Fitch Says
----------------------------------------------------------
Fitch Ratings gained more insight into Avon's turnaround plan at
its Investor Day on Jan. 21, 2016. Many aspects were positive;
however, significant execution risks remain given continued
questions around the business model longer term as well as
recession risks in several of its largest markets, excluding North
America.

Avon's goal is to operate profitably as a smaller, $6 billion
company with modest top-line growth. Avon reported that its
business excluding North America generated 2015 sales of $6
billion, and estimates adjusted EBITDA of nearly $575 million.
Separating out the North American business - which had LTM sales of
$731 million and estimated EBITDA of $4 million - to Cerberus
Capital removes a drag on both operating trends and on management's
time, and the cash infusion and dividend suspension will provide a
meaningful boost to Avon's liquidity.

With the oversight and operational capabilities of its strategic
partner Cerberus Capital Management, the company plans to reduce
its overhead by $350 million and reinvest those funds in growth
initiatives such as new products, IT, and its representatives
(reps), around a tightly focused group of Top 10 countries. The
company will also look to exit smaller sub-scale markets which are
a drag on profitability.

Competition and Recession In Top 10 Markets

Avon reported that its Top 10 markets accounted for nearly 70% of
2015's revenues after excluding the impact of VAT and IPI taxes in
Brazil. Fitch anticipates that the company's long-term growth plans
of mid-single-digit revenue growth and low-single-digit rep growth
could be difficult given that key markets are in recession. In
addition, there is an intense level of competition in the Top 10
markets.

Most important, three key markets, Argentina, Brazil and Russia,
are in recession. While rep count typically increases as more
people look to make additional money when jobs are scarce,
generating sales is more difficult. For example, Avon's Latin
America region is its largest geography. The region includes four
of the Top 10 markets and generated almost 55% of revenues and
adjusted operating profits (excluding North America) through the
nine months ended Sept. 30, 2015. However the region has also seen
negative volumes (-4%) and rep declines (-2%) in the same time
period.

Avon reported that it generated 1% rep growth in 2015 and 3%
organic sales (excluding North America). However, based on the nine
months, rep count improvements are likely driven by EMEA only, and
much of the company's organic growth is pricing to recover
currencies rather than volume-driven.

The Top 10 markets have also experienced accelerating levels of
competition in the past decade as large beauty multinationals
entered in search of growth. Taking or gaining share in some of
these markets, where large deep-pocketed beauty marketers such as
L'Oreal and P&G innovate as a matter of course, may be difficult.

Cost Cuts and Small Exits to Provide Funds to Invest

Cerberus's operational skills and focus at the board level and in
Avon's new project management group is supportive to achieving the
targeted $350 million in cost savings over the next three years.
Avon's current cost structure was scaled to a much larger
organization. Fitch views the company's investment in IT and focus
on directing marketing efforts toward the Top 10 countries
positively. Plans to exit sub-scale geographies should also benefit
margins modestly over the medium term and also demonstrate a
commitment to better performance as a much smaller $6 billion
enterprise.

Liquidity Buffered by Cerberus Preferreds and Dividend Suspension

Avon's international subsidiaries have long provided the bulk of
the company's profits and cash flows. Through the nine months Avon
North America recorded a $12 million operating loss.

Avon has taken steps to address and add to its financial
flexibility and liquidity with the suspension of its nearly $110
million annual dividend and its expectation of receiving net
proceeds of approximately $605 million from transactions with
Cerberus. The transactions involving purchasing a majority stake in
Avon North America ($170 million inflow) and a separate capital
injection to Avon in the form of $435 million 5% preferred notes
should close this spring. Net proceeds to be retained by Avon are
$335 million, with the remaining $270 million contributed to Avon
North America. The proceeds and additional cash flow should ably
fund reinvestment in the business and allow the company to reduce
debt by $250 million.

The $435 million preferred equity is being reviewed to ascertain if
there is an equity component. In the interim, if viewed solely as
debt, pro forma leverage in 2016 is expected to be almost 5x before
declining to 4.3x in 2017.

Furthermore, the transaction should provide a a better matching of
revenues and costs in similar currencies, and the hard currency
needs of the North American operation will be meaningfully reduced.
Avon announced that it would also look at hedging translation. This
would be one of the first personal care companies to do so. While
hedging could limit currency volatility, there may be modest
additional costs added to overhead but the amounts and timing are
unclear at this juncture.

KEY ASSUMPTIONS

-- The proposed transactions with Cerberus purchasing 80.1% of
    Avon North America and buying $435 million in preferred shares

    from Avon closes in spring 2016 as anticipated;

-- Organic revenue growth of 4% to 5% in the next two years on
    flat volume as Avon now begins to price consistently to
    inflation with flat-to-slightly positive growth over the next
    two years. However, negative F/X completely offsets 2016's
    organic growth.  

-- EBITDA of approximately $500 million in 2016 and $565 million
    in 2017;

-- Free cash flow (FCF) of $85 million in 2016 and $100 million
    in 2017.

RATING SENSITIVITIES

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

Stabilization of the Outlook is based on sustaining
flat-to-modestly positive rep growth as well as low-single-digit
organic growth. While pricing may drive the bulk of organic growth
in the near term, Fitch expects positive volume to also be a
contributor.

Negative:

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

-- Continued sales declines, which would be exemplified by active

    reps and volume turning negative and being sustained in the
    low-single-digit range;

-- Significant EBITDA contraction to a level below $500 million
    after 2016;

-- Negative FCF being sustained. While the company has ample
    liquidity and can fund cash shortfalls with cash on hand,
    negative FCF would be of concern.

-- Sustained increases in leverage over 5x.

-- Currency controls in significant markets such as Brazil and
    Russia. Avon's debt is dollar-based and cash flow for debt
    service over the intermediate term would be based on offshore
    cash generation.

Fitch currently rates Avon as follows:

-- Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B+/RR4';
-- Short-term IDR 'B'.



BURLINGTON STORES: S&P Raises CCR to BB-, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New Jersey-based off-price retailer Burlington Stores
Inc. to 'BB-' from 'B+'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's asset-based lending (ABL) facility to 'BB+' from 'BB'.
The '1' recovery rating is unchanged and indicates very high (90%
to 100%) recovery in the event of a payment default.  S&P also
raised its issue-level rating on the secured term loan to 'BB' from
'BB-'.  The '2' recovery rating is unchanged and indicates
substantial recovery, albeit at the lower half of 70% to 90%
range.

"The upgrade reflects our expectation that positive performance
trends will continue in 2016 as Burlington benefits from strategic
initiatives to improve store performance.  These initiatives
include better inventory cadence, efforts to improve in-store
efficiency, and merchandise localization to strengthen in-store
traffic and sales conversion," said credit analyst Andy Sookram.
"We revised our assessment of the comparable ratings analysis (CRA)
modifier to "neutral" from "negative" based on the company's good
operating performance that resulted in leverage of 4.0x in the
third quarter of 2015 as compared with 4.5x for the same period a
year ago.  We anticipate this positive momentum to uphold over the
next year as well, as the company reaps additional benefits from
its operational initiatives."

The stable outlook reflects S&P's forecasts that incorporate modest
earnings growth that contributes to better credit metrics in the
next year.  S&P expects same-store sales in the low-single-digit
area and some expense leveraging, leading to better credit metrics
including leverage in the high-3x area.

S&P will consider a negative rating action if merchandise missteps
or unsuccessful store expansion propel a decline in credit
protection metrics and underperformance relative to peers.  For
this scenario to occur, S&P anticipates a 100-basis-point drop in
gross margins that leads to leverage sustained above 4x.
Additionally, any meaningful debt-financed shareholder remuneration
or acquisitions that increases leverage over that threshold level
will exert negative pressures on the ratings. Based on S&P's fiscal
2016 estimates, Burlington would have to increase debt by nearly
$100 million to keep leverage over the threshold.

Though unlikely in the next year, S&P can consider a higher rating
if operating performance is better than it anticipates with
same-store sales rising in the mid-single-digit area from
consistently good merchandise execution and store expansion,
leading to stronger credit metrics.  Under this scenario, leverage
will improve to the low-3x area and S&P could revise its assessment
of the business risk profile to "fair", triggering an upgrade.
Alternatively, if Burlington uses cash flows to reduce debt to
cause credit metrics to materially improve such that leverage
strengthens to under 3x on a sustained basis, S&P could revise the
financial risk profile to "intermediate", resulting in a one-notch
upgrade.



CAPSTONE MINING: S&P Lowers CCR to 'B-' Then Withdraws Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Capstone Mining Corp. to 'B-' from 'B+'.


S&P subsequently withdrew its rating on Capstone at the issuer's
request.  The outlook before the rating withdrawal was negative.

The downgrade reflects S&P's expectation that Capstone's core
credit metrics will be materially weaker than S&P's previous
expectations, due primarily to changes in its copper price
assumptions.  In S&P's view, the company has become increasingly
sensitive to prevailing copper price weakness and dependent on
material improvement in its cash cost position to limit free cash
flow deficits over the coming year.  S&P estimates Capstone will
generate a funds from operations-to-debt ratio of below 20% this
year, which is lower than S&P's previous downside rating trigger.
Also, S&P continues to expect Capstone's cash flow/leverage metrics
to be highly volatile, with copper prices modestly below S&P's
revised assumptions leading to a material increase in leverage.
S&P expects the company will improve its cash cost position and
reduce the capital intensity of its operations this year, but not
to an extent that maintains its previous financial risk profile.
As a result, S&P revised its financial risk profile assessment on
Capstone to highly leveraged from aggressive.  S&P also revised its
business risk assessment to vulnerable from weak, which primarily
reflects its view of the company's high-cost position relative to
the industry average.

Based on Capstone's highly leveraged financial risk profile and
vulnerable business risk profile, S&P derives a 'b-' anchor score.
Modifiers do not affect the anchor score, resulting in a 'B-' final
rating.

The negative outlook prior to the rating withdrawal reflected the
potential that Capstone's liquidity position would continue to
weaken from lower copper margins and the risk of covenant breach
under the company's revolving credit facility.



CARDIAC SCIENCE: Court OKs Whyte Hirschboeck as Attorneys
---------------------------------------------------------
Judge Robert Martin has granted Debtor Cardiac Science Corporation
to hire the law firm of Whyte Hirschboeck Dudek S.C. as its
attorney nunc pro tunc to the Petition Date.

Before the Court handed down its ruling, Patrick Layng, the U.S.
Trustee for Region 11 initially filed an objection to the WHD
retention request.  The U.S. Trustee cited two grounds for his
objection: (1) conflict of interest, and (2) the Retention
Application's inadequate justification for the terms of the WHD
Retention.  In particular, the U.S. Trustee argued, the Retention
Application does not set forth the reasons for the selection of the
firm and does not disclose whether the firm's compensation
terms changed when the Debtor filed this case.  The U.S. Trustee
also pointed out that WHD represented some of the Debtor's
creditors.

Representing the Debtor, Frank W. Dicastri, Esq., of Whyte
Hirschboeck Dudek, S.C., said that the additional disclosures
pursuant to the Federal Rules of Bankruptcy Procedure sought by the
U.S. Trustee is being addressed by supplements to the affidavit
filed by WHD professional, Daryl Diesing.  Mr. Dicastri added that
WHD does not have an actual conflict of interest --reiterating that
as disclosed in the Diesing Affidavit, none of WHD's engagements
for the miniscule fraction of creditors it currently represents is
related to the Debtor or its bankruptcy case.

Subsequently, the U.S. Trustee withdrew his objection, noting that
the issues he raised have been mutually resolved.

The U.S. Trustee is represented by:

     Debra L Schneider
     Office of the U.S. Trustee
     780 Regent Street
     Suite 304
     Madison, WI 53715
     Email: debra.schneider@usdoj.gov


                        About Cardiac Science

Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation
develops, manufactures and sells a variety of advanced diagnostic
and therapeutic cardiology devices and systems, including automated
external defibrillators, hospital defibrillators and related
products and consumables.

Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D.
Wisc. Case No. 15-13766) on Oct. 20, 2015.  The petition was signed
by Michael Kang as chief restructuring officer.

The Company currently employs approximately 200 people in two
facilities located in Wisconsin, and another 93 part time
"educators" around the country who educate the Debtor's customers
on how to use its products.  The Debtor has customers in more than
100 countries.

Judge Robert D. Martin presides over the case.

The Company estimated assets in the range of $10 million to $50
million and liabilities of at least $100 million.  Celestica
Electronics (M) SDN BHD is the Debtor's largest unsecured creditor
holding a claim of $2.5 million.  CFS 915 LLC is the largest
creditor of the Debtor, and its $87 million pre-petition loan is
secured by substantially all of the Debtor's assets. CFS has agreed
to provide $10 million in postpetition financing for the Debtor.

The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy
counsel, Livingstone Partners LLC as investment banker and Garden
City Group, LLC as notice and claims agent.

In October 2015, the Office of the U.S. Trustee appointed seven
creditors to the official committee of unsecured creditors.  The
committee is represented by Freeborn & Peters LLP.


CENTENE CORP: Moody's Assigns Ba2 Sr. Unsec. Debt Rating
--------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Centene
Corporation (Centene; NYSE: CNC) and its subsidiaries and changed
the outlooks to negative.  In addition, Moody's assigned a Ba2
senior unsecured debt rating to Centene's planned issuance of $2.27
billion of new long-term debt.  Centene expects to use the net
proceeds of the issuance to partially finance its acquisition of
Health Net, Inc. (Health Net; NYSE:HNT; see separate press release
on Health Net's ratings).  This rating action concludes the review
announced on July 2, 2015, when Centene announced it would be
acquiring Health Net.

RATINGS RATIONALE

Moody's stated that confirmation of Centene's ratings reflects the
company's strong 2015 financial performance, better than expected
membership growth, the ability of the company to obtain regulatory
approvals without major business disruption, and a realistic
deleveraging plan.  The rating action also anticipates that the
Health Net acquisition will be completed early in 2016.

Commenting on the negative outlook, the rating agency said it
reflects the challenges involved with the integration of the two
companies as well as the adverse impact of the financing terms.
Moody's added that although Centene plans to use approximately $3
billion of equity (approximately 50% of the total transaction) to
fund the deal, the company will increase debt by approximately $3
billion including debt assumed from Health Net.  As a result, at
the close of the transaction pro forma adjusted debt-to-capital
(where debt includes unfunded pension liabilities and operating
leases) is expected to rise to approximately 45% from 40% as of
September 30, 2015, reducing back down to approximately 40% over
the next two years.  According to the rating agency, further
weakening Centene's financial profile is the substantial increase
in the amount of goodwill associated with the purchase.  The
transaction will add about $4.6 billion in goodwill and intangibles
to the balance sheet, resulting in total goodwill approximately
equal to total shareholders' equity at closing.

Moody's Senior Vice President, Steve Zaharuk, commented: "Although
Centene has past experience in developing and integrating small
insurance entities into its organization, Health Net, with its
diverse business and multi-state operations, will present different
challenges for Centene's management team.  However, Centene's
combination of decentralized medical operations in each of its
geographic locations combined with a strong centralized
administrative and financial operation should prevent significant
disruptions to Centene's existing operations."

Moody's noted that somewhat offsetting this credit negative is the
fact that Centene will have a more diverse product offering and
broader geographic footprint.  Centene's expanded business profile
will include over one million commercial members including a large
base of public exchange members, 2.8 million TriCare members,
approximately 300,000 Medicare Advantage and dual eligible members,
and 1.8 million managed Medicaid lives in California.  The amount
of the earnings benefit from all this additional membership depends
on Centene successfully integrating the two companies, achieving
planned expense synergies, and retaining the business.  Moody's
noted that the multi-year TriCare contract is set to expire in 2017
and that the re-procurement process has already begun.  While
Health Net has successfully defended its TriCare business in the
past, the Department of Defense will award the business to only two
insurers for the new contract period versus the three contracts it
had awarded in the past, which adds to the uncertainty of Centene
retaining the business longer term.

Since Centene's outlook is negative, Moody's stated that a ratings
upgrade over the next twelve months is unlikely; however, the
outlook could be returned to stable if; 1) EBITDA margins remain
above 3.5% on a consistent basis, 2) financial leverage (debt to
capital) is reduced to or below 40% with Consolidated Risk Based
Capital (RBC) of at least 180% of company action level (CAL), and
3) Centene successfully manages the integration of Health Net once
the transaction is completed.  However, the rating agency said that
if 1) there are material negative developments related to the
integration of Health Net once the deal closes; 2) the RBC ratio is
below 180% of CAL, or 3) EBITDA margins fall below 3.5%x, the
ratings could be downgraded.

These ratings were confirmed with a negative outlook:

  Centene Corporation -- senior unsecured debt rating at Ba2;
   senior unsecured shelf debt rating at (P)Ba2; subordinated debt

   shelf rating at (P)Ba3; corporate family rating at Ba2;

  MHS Health Wisconsin -- insurance financial strength rating at
   Baa2;

  Peach State Health Plan, Inc. -- insurance financial strength
   rating at Baa2;

  Coordinated Care Corp. Indiana, Inc. -- insurance financial
   strength rating at Baa2;

  Superior HealthPlan, Inc. -- insurance financial strength rating

   at Baa2;

  Bankers Reserve Life Insurance Company of Wisconsin -- insurance

   financial strength rating at Baa2.

These ratings were assigned:

Centene Corporation:

  Senior Notes due 2021, Ba2
  Senior Notes due 2024, Ba2

Centene Corporation is headquartered in St. Louis, Missouri.  For
the first nine months of 2015 the company reported total revenues
of $16.5 billion with medical managed care membership as of
September 30, 2015 of approximately 4.6 million.  As of Sept. 30,
2015, the company reported shareholders' equity of approximately
$2.1 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The principal methodology used in these ratings was U.S. Health
Insurance Companies published in December 2015.



CENTENE CORP: S&P Affirms 'BB' LT Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
long-term counterparty credit rating and 'BB' senior unsecured debt
rating on Centene Corp.  The outlook is positive.

S&P also assigned its BB' senior unsecured debt rating to Centene's
proposed $2.27 billion in new debt issues, consisting of a senior
note due 2021 and a senior note due 2024.  Centene Escrow Corp., a
newly formed Delaware corporation and subsidiary of Centene Corp.,
is issuing the debt, but Centene Corp. will become the issuer at
transaction close.

At the same time, S&P affirmed its 'BB' long-term counterparty
credit rating on Health Net Inc. and our 'BB' issue rating on
Health Net's outstanding $400 million senior notes due 2017.  S&P
also affirmed its 'BBB' long-term counterparty credit rating and
financial strength rating on Health Net's subsidiaries, including
Health Net Health Plan of Oregon Inc., Health Net of California
Inc., Health Net of Arizona Inc., and Health Net Life Insurance Co.
S&P revised the outlook on all of these ratings to positive from
stable.

Following the close of the transaction, Health Net Inc. will be
merged into Merger Sub II and then renamed back to Health Net Inc.
Health Net Inc. will remain an intermediate holding company wholly
owned by Centene Corp.

The affirmation on Centene reflects its improving business position
but modestly deteriorated financial position following the Health
Net transaction, which S&P expects to close in early 2016,
following California regulatory approval.  The positive outlook on
Centene reflects S&P's expectation that if executed and integrated
successfully, the Health Net transaction will further support
Centene's trajectory of lowering risk of earnings and capital
volatility from profitable growth and diversification, which was
the basis for our initial positive outlook in May 2015.

"The affirmation of our 'BB' holding company rating and 'BBB'
operating company ratings on Health Net reflect its stand-alone
creditworthiness and our view that the business risk profile
remains satisfactory and financial risk profile remains upper
adequate following the acquisition.  The positive outlook on the
ratings reflect that we will likely view Health Net as core to
Centene within the next two years, which would link our ratings on
Health Net to those on Centene (we do not rate any of Centene's
operating companies).  Under our group rating methodology, we will
view the Health Net subgroup as highly strategic to Centene
post-transaction based on its large relative size, complementary
product focus, and high unlikeliness to be sold.  We typically do
not assign core status at the outset to a newly acquired subsidiary
given the heightened potential for unanticipated risks,
particularly during the first year or two after the acquisition
(the exception would be if the target is in the same lines of
business and has a history of over-performance, which is not the
case here)," S&P said.

The positive outlook on Centene reflects S&P's expectation that
Centene will continue to reduce potential capital and earnings
volatility through continued profitable state and contract
expansion and successful integration of Health Net.  On a combined
basis, S&P expects the company's business risk profile to remain
strong, with revenue growth in excess of 10% (relative to combined
pro-forma revenue for 2015) and EBIT margins of at least 3% for the
next two years.  S&P expects financial leverage to remain elevated
but to continue to drop year over year, nearing 40% by year-end
2017.  S&P's capital adequacy will likely remain modestly deficient
at 'BBB' through 2017, primarily because of a substantial
double-leverage charge.  However, S&P expects consolidated
risk-based capital levels to remain around 350%.

For Health Net, the positive outlook reflects S&P's expectation
that it will likely move it to core status within the next two
years.  On a stand-alone basis, S&P expects Health Net to show
revenue growth in the low single digits, return on revenue (ROR) of
more than 3%, and modest 'BBB' redundancies on a run-rate basis.

S&P could raise the rating on Centene in the next 12 to 24 months
if the company continues to demonstrate lower risk of earnings and
capital volatility through successful execution of its growth and
diversification strategies.  For this to occur, the company would
need to sustain profitability with ROR of at least 3%, showing it
can manage its material growth, as well as an increasing presence
in complex care populations.  S&P would also need to see a track
record of at least a year under the combined entity of successful
strategic and operational execution and integration progress.

S&P could raise the rating on Health Net in the next 12 to 24
months if S&P views it as core to Centene -- which would be
demonstrated by successful integration with limited unanticipated
risks -- and if S&P upgrades Centene.

Although S&P views this as unlikely, it may lower its rating on
Centene in the next 12 to 24 months if S&P expects total adjusted
capital redundancy to remain materially below the 'BBB' level per
S&P's capital model, with 'BBB' deficiencies sustained at greater
than 15%, or if financial leverage does not show year-over-year
improvement toward the 40% level.  Either of these could be caused
by a more-aggressive financial policy or a significant and
sustained decline in core earnings as a result of adverse claim
trends.  Furthermore, S&P could consider negative rating movement
if the Health Net acquisition proves unsuccessful and results in
earnings compression or competitive challenges.

S&P may lower its ratings on Health Net and its operating
subsidiaries during the next 12 to 24 months if stand-alone
fundamentals show material deterioration, including earnings
compression resulting in ROR of less than 2% or sustained 'BBB'
capital deficiencies.



CHENIERE ENERGY: S&P Raises CCR to 'BB-', Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services raised its its corporate credit
rating on Cheniere Energy Inc. (CEI) to 'BB-' from 'B+'.  The
outlook is stable.

"CEI has improved its business risk profile through good
performance in managing key risks for successful construction and
operation of its primary LNG liquefaction project, Sabine Pass
Liquefaction LLC [SPLIQ], and by the successful debt and partial
equity raise to build its other LNG liquefaction project, Cheniere
Corpus Christi LNG LLC [CCLIQ]; reducing these risks is imperative,
in our opinion, because of the inherent volatility in receiving
residual cash flows," said Standard & Poor's credit analyst Terry
Pratt.

CEI obtains cash flow from its interest in Cheniere Energy Partners
L.P. (CQP), which owns LNG regasification project Sabine Pass LNG
(SPLNG), SPLIQ, and the Creole Trail natural gas pipeline. From
2020, CEI will obtain cash flow from CCLIQ, which it wholly owns.
S&P's assessment of business risk as fair reflects a good
competitive profile in the LNG market with highly contracted assets
and operating efficiency in line with industry norms, but limited
diversity due to reliance on only three LNG processing assets
located in the same general region. Additionally, S&P's business
risk profile takes into account that fact that CEI's ability to
service its own obligations relies mostly on subordinated cash
flows via distributions from assets or subsidiaries with high
leverage; any weakness at the asset level would accentuate the
interruption at cash flow at the parent level.to establish
long-term plans on how the company will ultimately be capitalized.

The stable outlook reflects S&P's expectations of stable cash flow
from CQP, which is due to stable cash flow from SPLNG and
construction at SPLIQ that is progressing in line with S&P's budget
and schedule expectations.

S&P doesn't expect the business risk profile of CEI to change, so
financial underperformance from S&P's expectations would be the
primary catalyst for a rating downgrade.  If S&P concludes that the
financial risk profile based on its long-range forecast weakened to
highly leveraged from aggressive then S&P would most like lower the
CEI rating.  More specifically, this would mean an expectation that
debt to EBITDA is sustained at more than 5x; S&P estimates this
would require EBITDA in 2020 to decline by about 13%.  Factors that
could result in such an outcome would be a material delay in
completion at SPLIQ or CCLIQ or a material increase in construction
costs at either project.  Both prospects seem remote to S&P at this
time.

An improvement in the rating is remote right now and would likely
require among other factors an improvement in the financial
forecast such that which debt to EBITDA under S&P's long term
forecast is below 4x.  Given the highly contracted nature of nearly
all cash flow at CCLIQ, SPLIQ, and SPLNG, S&P thinks such a
development would require deleveraging at CQP or CCLIQ which S&P
thinks is unlikely right now or additional cash flow.  An upgrade
would also require favorable construction progress at SPLIQ and
CCLIQ.



COOPER COS: S&P Lowers CCR to BB+, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on soft contact lens and women's
health products manufacturer Cooper Cos. Inc. to 'BB+' from
'BBB-'.  The outlook is stable.

The recovery rating on the 'BB+' senior unsecured debt is '3'
indicating S&P's expectation of meaningful (50% to 70%, higher end
of range) recovery in the event of default.

"The downgrade reflects an increase in debt leverage to 2.5x for
2016, and 1.9x for 2017, stemming from the company's acquisition of
Sauflon in the fourth quarter of 2014 and subsequent delays in
deleveraging," said Standard & Poor's credit analyst David Kaplan.
This higher leverage has prompted S&P to revise its financial risk
assessment from modest to intermediate.

Cooper's acquisition of Sauflon increased its debt load and delays
in reducing leverage have led S&P to revise its assessment of the
company's financial risk profile to intermediate from modest. While
the acquisition helped expand Cooper's presence in one-day silicon
hydrogels, the company has used cash generation for items other
than debt repayment.  Integration of Sauflon's European operations
has not gone as smoothly as originally anticipated, forcing price
concessions with some customers.

The company's business risk profile is characterized by
concentration in soft contact lenses (which represent 80% of sales)
and competition against larger competitors with more resources.
The contact lens industry is made up of very few players, with the
top four competitors (Cooper included with an approximately 22%
share) making up over 90% of the market.  There is some stickiness
with the customer base as Cooper markets largely to doctors who
drive loyalty to certain products more so than end users.  Although
there is a technology risk related to contact lens material and
design, Cooper is on the high end of profitability for medical
device companies.

The women's health business, Cooper Surgical, provides some
diversification with a broad offering of surgical, in-vitro
fertilization (IVF), and other women's health related products.
This segment continues to grow primarily through tuck in
acquisitions.  This segment's growth prospects benefit from high
demand for fertility products and procedures.

The stable outlook reflects Cooper's likely return to higher
margins after the one-time costs of integration (related to
Sauflon) subside and our base-case projections for maintaining
financial risk commensurate with leverage between 2.0x and 3.0x.
S&P expects this to be done while holding a fair business risk
profile.  While recent acquisitions increased Cooper's debt
leverage, S&P expects the company to manage that in line with a
'BB+' rating.

Should capital expenditures decrease at an accelerated rate and the
company use free cash to pay down debt at a quicker pace, rather
than for acquisitions or share buybacks, S&P would review the
rating for a possible upgrade.  This scenario would involve the
company maintaining debt leverage below 2.0x.

S&P would lower ratings if the company continues acquiring other
firms and repurchasing shares at the expense of debt reduction such
that the company would maintain debt leverage in excess of 3.0x.
Alternatively, if competitive pressures or operating costs were to
suddenly rise decreasing margins more than 400 basis points, the
company's leverage would be consistently higher than 3.0x, possibly
prompting a downgrade.  S&P also estimates $700 million of
debt-financed acquisitions at a 10x EBITDA multiple would push the
company above this threshold.



DELTA AP: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Delta AP, LLC
        P.O. Box 1057
        East Hampton, NY 11937

Case No.: 16-10145

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 27, 2016

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Michael J. Kaplan

Debtor's Counsel: Ronald S. Goldman, Esq.
                  RONALD S. GOLDMAN, ATTORNEY-AT-LAW
                  532 Times Square Building
                  45 Exchange Street
                  Rochester, NY 14614
                  Tel: (585) 546-7410
                  Email: rosgol@yahoo.com

Total Assets: $1.70 million

Total Liabilities: $90,710

The petition was signed by Geoffrey T. Jenkins, member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb16-10145.pdf


EAST ORANGE: $4-Million Financing from Indigo Has Final Approval
----------------------------------------------------------------
East Orange General Hospital, Inc., and Essex Valley Healthcare,
Inc. obtained final approval from the Bankruptcy Court to obtain
DIP financing and use cash collateral.

The Debtors sought approval to (i) obtain secured post-petition
financing from Indigo Capital Markets, LLC or its affiliates or
assigns, consisting of a term loan credit facility in the aggregate
principal amount of up to $4,000,000 for the purpose of funding the
Debtors' general operating and working capital needs and the
administration of the Debtors' chapter 11 cases, in accordance with
a Term Sheet for Debtor-in-Possession Financing, dated November 18,
2015, and (ii) continue using cash collateral pursuant to Section
363 of the Bankruptcy Code.

The Debtors said that absent continued use of cash collateral and
the additional funds provide by the DIP Financing, they project
that they will run out of cash to operate during mid-January 2016.

Indigo Capital Markets is providing a secured term loan credit
facility of up to $4,000,000 for which the Lender will receive
protection under Sections 364(c)(1), (2) and (3) of the Bankruptcy
Code.  Of the amount, $750,000 will be available upon entry of the
Interim DIP Order and up to an additional $1,000,000 upon entry of
the Final DIP Order, with all remaining funds to be available in
accordance with the Budget

The DIP facility will mature on the earliest of (a) Dec. 31, 2016;
(b) the consummation of a sale(s) of all or substantially all of
the Debtor's assets; (c) the entry of an order by the Bankruptcy
Court approving an alternative DIP Financing; (d) the confirmation
of a plan of reorganization for the Debtor, (e) such later date as
the Lender in its sole discretion may agree to in writing with the
Debtor, and (f) the termination of the Debtor's right to use cash
collateral.

The DIP Financing will have an interest rate of 10.25%.  In the
event of a default by the Debtor, additional interest of 5% will be
added to the regular interest rate.  In addition, there will be a
DIP Financing Origination Fee of 200 basis points on the approved
commitment amount of the DIP Financing, a DIP Financing Exit Fee of
50 basis points on the drawn amount, and reimbursement of up to
$100,000 for the Lender's reasonable out-of-pocket expenses.

As of the Petition Date, the principal amount outstanding and owed
by EOGH in respect of the revenue bonds issued by the New Jersey
Health Care Facilities Financing Authority in 2006 and set to
mature in July 2021 is approximately $5,710,000.  As of October 31,
2015, EOGH also owed PNC approximately $480,000 on account of its
obligations under a PNC Swap Agreement, and $1,375,000 on account
of its obligations under the PNC Prepetition Loan Agreement.

The Debtors will provide adequate protection of the interests of
PNC in the form of valid, binding, enforceable, non-avoidable and
automatically perfected replacement security interests and liens in
and against the Debtors' post-petition assets to the same extent,
validity and priority that existed as of the Petition Date.
Moreover, to the extent that the adequate protection provided for
fails to protect PNC against any diminution in the value of its
collateral, PNC is being granted a superpriority administrative
expense claim as provided for in section 507(b) of the Bankruptcy
Code. In addition, the Debtors propose to continue to make monthly
payments to PNC in the same amount the Debtors paid immediately
preceding the Petition Date, which is $35,000 per month.

                           *     *     *

The Court on Nov. 13, 2015, entered an interim order -- and on Dec.
8 entered a final order -- on the Debtors' motion to use cash
collateral.  The Court on Dec. 11 then granted interim approval and
on Dec. 29 granted final approval of the Debtors' motion to obtain
DIP Financing and continue using cash collateral.  A copy of the
Final DIP Financing Order is available for free at:

   http://bankrupt.com/misc/East_Orange_230_Final_DIP_Order.pdf

The Budget, inter alia, provides for the weekly funding of
professional fees for the Debtors and the Committee into the
Professional Fee Reserve.  The first $1,050,000 of funding of the
Professional Fee Reserve will come exclusively from PNC's Cash
Collateral and not from the proceeds of the DIP Financing.  All
additional funding of the Professional Fee Reserve will come
exclusively from the proceeds of the DIP Financing.

In order to resolve the objection to the Motion filed by PNC, PNC
and the DIP Lender have entered into an intercreditor agreement
setting forth the respective rights and priorities of PNC and the
DIP Lender with respect to, inter alia, the Indigo Senior
Collateral, Bank Senior Collateral and Common Collateral (all as
defined in the Intercreditor Agreement).

Laura L. Katz, the Patient Care Ombudsman, filed a limited
objection, asserting that the $250,000 post-default carve-out
granted by Indigo for professionals retained by the Debtors and the
Committee include the PCO.  The Debtors asked the Court to overrule
the objection.  The Debtors said that their amended budget already
includes the PCO's estimated fees and expenses of $18,000 per
month.

The Official Committee of Unsecured Creditors also filed a limited
objection.  The Committee said it does not object to the Debtors'
receipt of DIP financing, but objects to (a) the nature and extent
of certain unencumbered collateral that is to secure the DIP
Facility, (b) the timing of the DIP Facility, and (c) certain terms
and conditions of the DIP Facility.

In response to the claims of PNC and the Committee that the DIP
financing from Indigo is not necessary at this time, the Debtors
noted that the Debtors' approximate monthly operating expenses are
$7,000,000 to $7,500,000, and the Debtors require a sufficient cash
cushion to ensure timely payment of its postpetition obligations
due to timing differences between its receipts and disbursements.


As to objections to the professional fee escrow, the Debtors said
that the escrow was insisted upon by Indigo and is designed to
ensure that sufficient funds are allocated to cover the
professional fees, as reflected in the budget, so that unfunded
professional fees that accrue don't impact Indigo at the time of a
Termination Event.

Counsel to the Debtors:

         LOWENSTEIN SANDLER LLP
         Kenneth A. Rosen, Esq.
         Gerald C. Bender, Esq.
         Michael Savetsky, Esq.
         Barry Z. Bazian, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400
         E-mail: krosen@lowenstein.com
                 gbender@lowenstein.com
                 msavetsky@lowenstein.com
                 bbazian@lowenstein.com

Counsel to PNC Bank, National Association:

         BLANK ROME LLP
         Leon R. Barson, Esq.
         Josef W. Mintz, Esq.
         One Logan Square
         130 N. 18th Street
         Philadelphia, PA 19103
         Telephone: (215) 569-5500
         Facsimile: (215) 569-5555
         E-mail: lbarson@blankrome.com
                 mintz@blankrome.com

Co-Counsel for Official Committee of Unsecured Creditors:

         TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
         Joseph J. DiPasquale, Esq.
         Sam Della Fera, Jr., Esq.
         Adam D. Wolper, Esq.
         347 Mount Pleasant Avenue, Suite 300
         West Orange, NJ 07052
         Tel: (973) 243-8600
         E-mail: jdipasquale@trenklawfirm.com
                 sdellafera@trenklawfirm.com
                 awolper@trenklawfirm.com

                 - and -

         ARENT FOX LLP
         Leah Eisenberg, Esq.
         1675 Broadway
         New York, NJ 10019
         Tel: (212) 484-3925
         E-mail: leah.eisenberg@arentfox.com

                     About East Orange General

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

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

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

Judge Vincent F. Papalia has been assigned the case.

The Debtors employ approximately 860 individuals.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  The committee is
represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera &
Sodono, P.C.

Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23,
2015.  Ms. Katz is a member of the law firm of Saul Ewing, LLP,
which also serves as her counsel in the Ch. 11 case.


EAST ORANGE: Court Okays Sale to Prospect Medical
-------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey approved the sale of substantially all of
the assets of East Orange General Hospital, Inc., to an entity
formed by Prospect Medical Holdings, Inc., , which beat Prime
Healthcare Foundation – East Orange, LLC, at an auction
mid-January.

On Nov. 20, 2015, the Debtors sought approval to launch a sale
process led by stalking horse bidder Prospect.  Prospect EOGH,
Inc., signed a deal to purchase the assets for a transaction value
of $96 million, absent higher and better offers.

In response to the objections by the creditors committee to the
proposed sale process, the Debtors said the sale to Prospect will
allow for:

     (a) the hospital to continue in business and provide
uninterrupted patient care to the hundreds of its patients,

     (b) the preservation of employment for all of the hospital's
current 860 employees (as Prospect will offer employment to all of
them),

     (c) the assumption of  significant liabilities, including (i)
obligations owing to the Centers for Medicare & Medicaid Services
("CMS") and other related governmental obligations in the
approximate amount of $19,300,000, (ii) the secured debt owed to
PNC Bank, National Association ("PNC") in the approximate amount of
$7,600,000, (iii) employee-related obligations in the approximate
amount of $4,342,000, (iv) cure obligations relating to assumed
contracts and leases (in an amount not less than $5,000,000), a
significant portion of which are unsecured trade obligations, and

     (d) effectively bridge to a sale closing through the repayment
of the DIP loan and the Liquidity Payment, totaling approximately
$4,000,000.

Moreover, Prospect has agreed to a $10,000,000 commitment to
non-debtor The Foundation for East Orange General Hospital, Inc., a
non-profit organization with a mission to develop relationships and
financial resources in support of the hospital.

On Dec. 15, 2015, the Court entered an order approving bidding
procedures for the sale of the Debtors' assets.  The Court set a
Jan. 6 deadline for the submission of bids, a Jan. 12 auction and a
Jan. 20 hearing to approve the sale.  

A copy of the Bidding Procedures Order is available at:

   http://bankrupt.com/misc/East_Orange_171_Bidding_Order.pdf

                          Jan. 12 Auction

Following receipt of a bid from Prime Healthcare Foundation –
East Orange, LLC, the Debtors, together with their advisors and
management, and after consultation with the Committee, determined
that Prime's bid was a Qualified Bid and notified Prime and the Bid
Notice Parties of that determination.

On Jan. 12, 2016, the Debtors advised Prime, Prospect and the other
Bid Notice Parties that the Debtors (i) considered the stalking
horse bid submitted by Prospect, as modified by Prospect prior to
the commencement of the Auction, to be the Qualified Bid that the
Debtors believed was the highest or otherwise best offer for the
Acquired Assets, and (ii) had selected the Prospect's bid to serve
as the Starting Bid at the Auction.

The Auction commenced on Jan. 12.  The Debtors spent considerable
time at the Auction trying to obtain clarity from the bidders
regarding their bids as well as to obtain better proposals.
Ultimately, the Debtors commenced the Auction at approximately 5:45
p.m. on Jan. 12.  The Auction proceeded for approximately four
hours, inclusive of breaks, at which point the auction was held
open pending further review and consideration of the bids by the
Debtors, their advisors and the Board, and further consultation
with the advisors to the Committee.

On Jan. 13, 2016, the Board met and deliberated for approximately
three hours and determined that Prospect's bid was the highest or
best Qualified Bid, pending the submission of any higher or better
bids by either Prospect or Prime.  On Jan. 14, 2016, Debtors'
counsel sent an e-mail to counsel to both Prospect and Prime (with
a copy to the Bid Notice Parties), requesting that Prospect and
Prime submit any final bids by Jan. 15, 2016 at 1:00 p.m.
(prevailing Eastern Time).

Thereafter, on Jan. 15, 2016, members of the Board, advisors to the
Debtors and advisors to the Committee discussed the status of the
Auction and the bids received.

Ultimately, the Debtors determined, with the endorsement of the
Committee, that Prospect's bid was the better and, therefore,
Successful Bid, and that Prime's bid was the Back-Up Bid.

In determining which bid received was the highest or otherwise best
offer, the Board considered multiple factors, including, but not
limited to: (a) the relative risks associated with consummating
each transaction; (b) the ability of each bidder to obtain
requisite regulatory approvals and the expected timing of such
approvals for each bidder's proposed transaction; (c) the
anticipated recovery for all classes of the Debtors' creditors
under each bid; and (d) each bidder's commitment to the charitable
initiatives and programs benefitting the local community.  Based on
an analysis of these and other factors, and after consultation with
the Committee, the Board concluded that the Prospect's bid was
higher and/or better than the Prime Bid.

"After careful consideration and consultation with the Debtors'
advisors, and taking into account the views of the Committee's
advisors, the Board determined that (a) consummating the Sale
transaction with Prospect will minimize any disruption to the
Hospital's fragile state of operations; (b) the Sale to Prospect
will likely receive the requisite regulatory approvals and close
within a relatively short period of time; (c) Prospect's bid
provides a substantial recovery to all classes of the Debtors'
creditors; and (d) Prospect has demonstrated a significant
commitment to providing a high level of quality care to the
Hospital's patients and meeting the needs of the East Orange
community," Martin A. Bieber, the interim President and CEO of the
Debtors, said in a court filing.

A copy of the Court's Jan. 21, 2016 order approving the sale of the
assets to Prospect is available for free at:

    http://bankrupt.com/misc/East_Orange_330_Sale_Order.pdf

Counsel to the Debtors:

         LOWENSTEIN SANDLER LLP
         Kenneth A. Rosen, Esq.
         Gerald C. Bender, Esq.
         Michael Savetsky, Esq.
         Barry Z. Bazian, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400
         E-mail: krosen@lowenstein.com
                 gbender@lowenstein.com
                 msavetsky@lowenstein.com
                 bbazian@lowenstein.com

Counsel to Prospect Medical Holdings, Inc. and Prospect EOGH,
Inc.:

         PACHULSKI STANG ZIEHL & JONES LLP
         Bradford J. Sandler, Esq.
         919 North Market Street, 17th Floor
         Wilmington, DE 19801
         Tel: (302) 652-4100
         E-mail: bsandler@pszjlaw.com

              - and -

         PACHULSKI STANG ZIEHL & JONES LLP
         Shirley Cho, Esq.
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067-4003
         Tel: (310) 277-6910
         E-mail: scho@pszjlaw.com

                     About East Orange General

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

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

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

Judge Vincent F. Papalia has been assigned the case.

The Debtors employ approximately 860 individuals.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  The committee is
represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera &
Sodono, P.C.

Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23,
2015.  Ms. Katz is a member of the law firm of Saul Ewing, LLP,
which also serves as her counsel in the Ch. 11 case.


ECLIPSE RESOURCES: S&P Lowers CCR to 'CC', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on State College, Pa.-based Eclipse Resources Corp. to 'CC'
from 'B-'.  The outlook is negative.

S&P also lowered the issue-level rating on the company's senior
unsecured notes due December 2023 to 'CC' from 'CCC+'.

"The downgrade follows Eclipse's announcement that it has launched
an exchange offer to existing holders of its $550 million senior
unsecured notes for a new issue of 9% senior secured second-lien
notes due 2023.  The company is offering the exchange at 45% to 50%
of par value. The closing date is expected to occur by
Feb. 19, 2016.

"We view the transaction as a distressed exchange because investors
will receive less than what was promised on the original
securities," said Standard & Poor's credit analyst Christine
Besset.  "Additionally, we view the offer as distressed, rather
than purely opportunistic, given the currently depressed industry
conditions," she added.

S&P assesses liquidity to be adequate.  During the next one to two
years, S&P estimates sources of cash will exceed uses by at least
1.2x.  As of year-end 2015, the company had $184 million in cash on
hand and $97 million availability under the revolver (adjusted for
letter of credit).

The outlook is negative.  Once the transaction has closed, S&P
expects to lower the corporate credit rating to 'SD' (selective
default) and the issue-level rating on the $550 million notes to
'D'.  S&P would then review the ratings based on the new capital
structure and consider an upgrade when there is more certainty that
the company is no longer pursuing distressed exchanges.  S&P also
expects to rate the new second-lien notes when there is more
detailed information about the resulting capital structure.

S&P could raise the ratings if the transaction does not close.



EMPIRE LAND: Executives Lose $20M Coverage Bid at 9th Circuit
-------------------------------------------------------------
Jeff Sistrunk at Bankruptcy Law360 reported that the Ninth Circuit
refused on Jan. 22, 2016, to allow several owners of bankrupt land
developer Empire Land LLC tap an additional $20 million in coverage
from National Union to defend against a slew of investor suits
alleging Empire principals looted the company, finding that all the
underlying claims fell under a single policy.

In a brief unpublished opinion, a three-judge appellate panel
upheld U.S. District Judge Dean D. Pregerson's ruling that National
Union Fire Insurance Co. of Pittsburgh, Pa., only had to pay
defense costs to Empire Land.

                         About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops   
communities and other land construction projects located in
California and Arizona.

The company and seven of its affiliates filed for Chapter 11
protection (Bankr. C.D. Calif. Lead Case No.08-14592) on April 25,
2008.  The company owned at least 11,800 lost in 14 separate land
projects as of the Chapter 11 filing.  Empire Land estimated
assets and debts between $100 million to $500 million.

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, serves
as counsel to the Debtors.  The Official Committee of Unsecured
Creditors selected Landau & Berger LLP as its general bankruptcy
counsel.


EPIC/FREEDOM LLC: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Epic/Freedom LLC.  The outlook is stable.
Concurrently, S&P withdrew the 'B' corporate credit rating on Epic
Health Services Inc. Epic/Freedom LLC is the parent entity which
issues the financial statements.

At the same time, S&P affirmed its 'B' rating on the $25 million
revolving credit facility and $242.2 million (outstanding)
first-lien term loan.  The debt is issued by Epic Health Services
along with some other co-borrowers.  The recovery rating on this
debt is '3', indicating S&P's expectations of meaningful recovery
(50% to 70%) of principal in the event of a default.

S&P also affirmed its 'CCC+' rating on the $55.5 million
second-lien term loan.  The recovery rating remains '6', indicating
S&P's expectations of negligible recovery (0% to 10%) in the event
of default.  The debt is issued by Epic Health Services along with
some other co-borrowers.

"The ratings on Epic/Freedom reflect our assessment of a weak
business risk profile and debt leverage that we expect to remain
between 4x and 5x, commensurate with an assessment of an aggressive
financial risk profile," said Standard & Poor's credit analyst
David Kaplan.

The company's business risk is characterized by its narrow focus in
the niche pediatric home health market, the highly fragmented
nature of the home-health industry, vulnerability to Medicaid cuts
through significant exposure to Medicaid reimbursement in a few
states, and the company's small scale.  These factors are only
partially offset by the company's leading position in Texas and its
number two market position in the pediatric home health market in
both Pennsylvania and New Jersey.

S&P's stable outlook anticipates relatively stable reimbursement
environment over the next few years, double-digit revenue growth
from acquisitions in 2016, followed by subsequent periods of
low-single-digit organic growth, and S&P's expectation that the
company will maintain adjusted debt leverage between 4x to 5x.

S&P could lower the rating if it anticipates that a material cut to
Medicaid reimbursement will result in a meaningful contraction of
EBITDA, resulting in negligible cash flow generation.  Such a
scenario would involve a decline in EBITDA margins of about 400
basis points.

An upgrade could occur if the company is able to expand its
business size and diversify geographically, which in turn, would
alleviate its current payor concentration.  This could occur if the
company makes successful tuck-in acquisitions while maintaining
leverage below 5x and expanding EBITDA margins over time to support
ample free cash flow.



FAIRMOUNT SANTROL: Moody's Cuts Corporate Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded Fairmount Santrol, Inc.'s
Corporate Family Rating (CFR) and its senior secured credit
facility to Caa1 from B2. The Probability of Default Ratings was
also downgraded to Caa2-PD from B3-PD. The rating outlook remains
negative.

The following actions were taken:

Corporate Family Rating, downgraded to Caa1 from B2;

Probability of Default Rating, downgraded to Caa2-PD from B3-PD;

Senior secured credit facility, downgraded to Caa1 (LGD3) from B2
(LGD3);

Speculative Grade Liquidity, lowered to SGL-4 from SGL-3

The outlook remains negative.

RATINGS RATIONALE

The rating downgrade and negative outlook reflect our expectation
that EBITDA and key credit metrics will deteriorate further in 2016
as a result of the persistent weakness in the oil and natural gas
industry. The negative outlook also considers the company's $157
million Term Loan B-1 maturing in 2017. The rapid deterioration in
Fairmount's key end markets has resulted in a 36% decline in
adjusted EBITDA for trailing-twelve months ending September 30,
2015 as compared to year-end 2014. Key credit metrics have also
weakened more quickly than previously anticipated. Adjusted
debt-to-EBITDA increased to 5.0x for LTM 3Q15 from 3.8x at 2Q15 and
from 3.2x at year-end 2014, driven by declining EBITDA. Adjusted
EBIT to interest coverage declined to 2.3x from 3.5x and 4.3x for
the same periods. Adjusted operating margin also declined to 15.7%
from 20.8% and 24.5%.

The Caa1 Corporate Family Rating reflects the rapid deterioration
in key credit metrics, our expectation for further weakening as a
result of on-going challenges in the energy markets, and
Fairmount's 2017 debt maturities in the face of very difficult
capital-market conditions. The ratings also considers the company's
modest scale, acquisitive history, limited product diversification,
exposure to the oil and gas commodity price cycles, and the
reliance on the weak hydraulic fracturing industry for the majority
of its revenue and operating income. Fairmount's rating is
supported by its large base of proven mineral reserves,
strategically located quarries and production facilities, developed
logistical network, long-standing customer relationships, strong
market position in the frac-sand industry and high barriers to
entry for competitors.

Fairmount's senior secured credit facility is rated Caa1 which is
on par with the Caa1 Corporate Family Rating since the credit
facility accounts for 100% of the debt in the company's capital
structure. The credit facility is comprised of a $100 million
revolving credit facility due 2018, a $157 million Term Loan B-1
due 2017, a $161 million Extended Term Loan B-1 due 2019 and a $910
million Term Loan B-2 due 2019. These credit facilities are secured
by a first priority lien on substantially all assets of the
borrower and its subsidiaries. The Caa2-PD probability of default
rating is one notch lower than the Corporate Family Rating to
reflect the higher (65%) recovery rate utilized in Moody's
loss-given-default methodology for companies that rely primarily on
first-lien bank loans. Historical recovery studies indicate that
corporate capital structures comprised solely of bank debt have
higher recovery values than those that utilize a combination of
bank debt and other debt instruments.

Fairmount's SGL-4 Speculative Grade Liquidity assessment reflects
our view that the company has poor liquidity over the next 12
months. Fairmount's liquidity is supported by its $100 million
revolving credit facility expiring September 2018, of which $28.5
million was available as of September 30, 2015. Fairmount had $179
million of cash on hand as of September 30, 2015, and generated
$145 million of free cash flow for the trailing twelve months
ending September 30, 2015. We expect free cash flow to be
significantly lower for the full year 2016 due weakness in the
company's key end markets. The company's Revolving Credit Facility
is governed by a springing debt leverage under which Fairmount is
now operating. When the company's covenant ratio is greater than
4.75x during the period 3Q15 through 4Q16, and so long as the
quarterly adjusted EBITDA thresholds are exceeded, the amount
available to borrow under the RCF is $40 million. If the covenant
ratio is greater than 4.75 but the EBITDA thresholds are not met,
the amount available to borrow is $31.25 million. We believe, given
end market weakness, Fairmount could fall below the EBITDA
threshold in 2016, which would limit the amount available to draw
to $31.25 million. The company's alternate sources of liquidity are
limited since most of its assets are encumbered by its senior
secured credit facilities. Fairmount's $157 million Term Loan B-1
matures in March 2017. We note that in 2015 Fairmount was able to
extend approximately $161 million of Term Loan B-1 debt to
September 2019 from March 2017.

Moody's indicated the rating outlook could be returned to stable if
the oil and natural gas end markets stabilize such that drilling
activity increases, the company generates positive free cash flow
and the company is able to refinance or pay off, in total, its
March 2017 debt maturity.

The ratings could be considered for downgrade if Fairmount
experiences a rapid deterioration in liquidity or the company
appears unable to address its March 2017 debt maturity. In
addition, the company's rating could be downgraded should
Fairmount's enterprise value to total debt claims weaken further.

Fairmount Santrol, Inc., headquartered in Chesterland, OH, is a
producer of sand-based products organized into two segments:
Proppant Solutions and Industrial & Recreational (I&R) Products.
The Proppants Solutions segment provides sand-based proppants for
use in hydraulic fracturing operations. The I&R segment provides
raw, coated and custom blended sands to the foundry, building
products, glass, turf and landscape, and filtration industries. The
Proppant Solutions segment accounts for approximately 90% of
revenues. The company operates 11 sand processing facilities (7 of
which are active), 10 coating facilities (6 of which are active),
and controls 52 distribution terminals (of which 40 serve the
Proppant Solutions business) along various transportation corridors
that assist in the efficient distribution of its product. The
company generated approximately $1.0 billion of revenue during the
twelve months ended September 30, 2015.



FOUNTAIN HILLS: Court Dismisses Chap. 11 Case
---------------------------------------------
The Honorable David T. Thuma of the U.S. Bankruptcy Court for the
District of New Mexico dismissed the Chapter 11 case of Fountain
Hills Plaza, LLC.

Creditor New Mexico Bank and Trust requested for the dismissal of
the Debtor's case.  NMB&T supplemented its motion pursuant to a
confidential settlement agreement with the Debtor and all
guarantors of the loans from NMB&T.

The settlement provides for dismissal of the Fountain Hills Chapter
11 case with prejudice.  In summary, the settlement stays NMB&T's
State Court foreclosure case to allow Fountain Hills to sell or
refinance all or a part of the real property, which is subject to
NMB&T Mortgage and to pay a specific amount from such sale or sales
or refinance to NMB&T in full satisfaction of the indebtedness
due.

If payment cannot be made within the time period, Fountain Hills
will give a deed in lieu of foreclosure to NMB&T and NMB&T can
pursue collection of a deficiency of a limited amount, severally,
from each guarantor.

NMB&T, in its motion to dismiss, asserted that the case was filed
in bad faith as a last minute attempt to stop the State Court trial
scheduled for Oct. 26, 2015.

NMB&T made loans to the Debtor in 2006 and 2010 secured by
mortgages on undeveloped real estate consisting of about 28 acres
located at Paseo del Norte and Eagle Ranch Road, Albuquerque, New
Mexico.  The total amount due on these loans is $7,361,300, plus
accruing interest, penalties and costs of over $470,000 per year.
The Debtor also owes in excess of $211,000 for unpaid property
taxes and has not paid property taxes since 2011, plus accruing
interest of about $23,000 per year.

The Debtor is represented by:

         Michael K. Daniels, Esq.
         P.O. Box 1640
         Albuquerque, NM 87103
         Tel: (505) 246-9385
         Fax: mdaniels@nm.net

NMB&T is represented by:

         Louis Puccini, Jr., Esq.
         P.O. Box 25167
         Albuquerque, NM 87125-5167
         Tel: (505) 242-6300
         Fax: (505) 242-0790

                        About Fountain Hills

Fountain Hills Plaza, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. N.M. Case No. 15-12708) on Oct. 13, 2015.  The petition
was signed by Jason Shaffer, managing member.  The Debtor
reported assets of $11.3 million and liabilities of $5.4 million.
Michael K Daniels, Esq., represents the Debtor as counsel.

The Debtor listed Ameri-Contractors, LLC as its largest unsecured
creditor holding a claim of $70,000.


FREEDOM INDUSTRIES: Court Remands Suits Against WV American
-----------------------------------------------------------
Judge John T. Copenhaver, Jr., of the United States District Court
for the Southern District of West Virginia, Charleston Division,
remanded the suits involving claims against West Virginia American
Water.

Several lawsuits were filed against Freedom Industries, Inc., WV
American and other defendants arising from the water supply
interruption suffered by residents in the Charleston and
surrounding areas, which was caused by a spill into the Elk River
of a coal processing chemical mixture.  The mixture was at that
time being stored in a facility owned and operated by Freedom, and
the chemical that leaked infiltrated the water treatment plant in
Charleston operated by WV American.  WV American also filed
contingent unliquidated inchoate contribution claims in Freedom's
bankruptcy case.

After Freedom removed and consolidated the actions in which it was
named defendant, WV American did likewise on February 24, 2014, in
actions in which it was named but Freedom was not.  WV American
contended that removal of these cases was proper inasmuch as each
case is "related to" a case under title 11, namely, the Freedom
bankruptcy.

On May 30, 2014, the plaintiffs filed their consolidated objection
to removal and for remand, asserting that the contingent, inchoate
contribution claims alleged by WV American are insufficient to
support "related to" jurisdiction.

Judge Copenhaver concluded that the relationship of the plaintiffs'
claims against WV American to the Freedom bankruptcy is too
attenuated to constitute "related to" jurisdiction under Section
1334(b) and thus, the court is not vested with subject matter
jurisdiction over those actions.  

Judge Copenhaver further found that the cases against WV American
are subject to mandatory abstention because the plaintiffs' claims
against WV American do not qualify for the personal injury safe
harbor found in the in pari materia application of Sections
157(b)(4) and 157(b)(2)(B).

The case is DESIMONE HOSPITALITY SERVICES, LLC, Plaintiff, v. WEST
VIRGINIA-AMERICAN WATER COMPANY, Defendant, Lead Civil Action No.
2:14-14845  (S.D.W. Va.).

A full-text copy of Judge Copenhaver's December 17, 2015,
memorandum opinion and order is available at http://is.gd/XKjIVF
from Leagle.com.

Freedom Industries, Inc., represented by Brian C. Root --
broot@mcguirewoods.com -- MCGUIRE WOODS,J. Nicholas Barth --
nbarth@barth-thompson.com -- BARTH & THOMPSON, Jason P. Alter,
McGUIRE WOODS,Mark E. Freedlander -- mfreedlander@mcguirewoods.com
-- MCGUIRE WOODS, Michael J. Roeschenthaler --
mroeschenthaler@mcguirewoods.com -- MCGUIRE WOODS, Scott E.
Schuster, McGUIRE WOODS & Stephen L. Thompson --
sthompson@barth-thompson.com -- BARTH & THOMPSON.

Desimone Hospitality Services, LLC, Plaintiff, represented by
Harvey D. Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE
PEYTON LAW FIRM.

Roger Strickland, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr. -- dcoffutt@onblaw.com -- OFFUTT NORD, James R. Moncus,
III -- jamie@hwnn.com -- HARE WYNN NEWELL & NEWTON,Michael R.
Dockery, OFFUTT NORD & Steven K. Nord -- sknord@onblaw.com --
OFFUTT NORD.

Angel Strickland, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Newtech Systems, Inc., 2:14-cv-11009, Plaintiff, represented by D.
C. Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL
& NEWTON, Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Rachel Blankenship, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON, Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Michael Bryant, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Christian Bryant, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

John Michael Bryant, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON, Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Helen Christ, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Tiana Allen, 2:14-cv-11009, Plaintiff, represented by D. C. Offutt,
Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Christopher Allen, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Jocelyn Allen, 2:14-cv-11009, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Garieth Allen, 2:14-cv-11009, and, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON, Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Sabra Allen, 2:14-cv-11009, Plaintiff, represented by D. C. Offutt,
Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Andrea Lupson, 2:14-cv-11009, and, Plaintiff, represented by D. C.
Offutt, Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON, Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Jon Lupson, 2:14-cv-11009, Plaintiff, represented by D. C. Offutt,
Jr., OFFUTT NORD, James R. Moncus, III, HARE WYNN NEWELL &
NEWTON,Michael R. Dockery, OFFUTT NORD & Steven K. Nord, OFFUTT
NORD.

Shape Shop, Inc., Consol Plaintiff, represented by Stephen P.
Meyer, MEYER FORD & GLASSER.

Thelma Fays, LLC, Consol Plaintiff, represented by Stephen P.
Meyer, MEYER FORD & GLASSER.

Noel Hardman, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Brian Vannoy, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Diana Johnson, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Courtney Harper, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Kathryn Casto, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Robert Stringer, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Kimberly Lapsley, Consol Plaintiff, represented by James A.
McKowen, JAMES F. HUMPHREYS & ASSOCIATES.

Timothy Wilburn, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Meagan Krasyk, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Heidi Stricklen, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Mark Stricklen, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Sonja Marshall, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Marlene Dial, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Margaret Sue Zalenski, Consol Plaintiff, represented by James A.
McKowen, JAMES F. HUMPHREYS & ASSOCIATES.

Joseph Zalenski, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

James Parsons, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Janet Atkins, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Keith Roehl, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Lisa Roehl, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Carl Chadband, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.

Kristi Chadband, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
William Lipscomb, Consol Plaintiff, represented by James A.
McKowen, JAMES F. HUMPHREYS & ASSOCIATES.
Debra Lipscomb, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
April Harris, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
Armelia Pannell, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
Lenox Chandler, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
Johnette Jasper, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
Latausha Taylor, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
Martha Stubblefield, Consol Plaintiff, represented by James A.
McKowen, JAMES F. HUMPHREYS & ASSOCIATES.
Kevin Stubblefield, Consol Plaintiff, represented by James A.
McKowen, JAMES F. HUMPHREYS & ASSOCIATES.
Tammy Parsons, Consol Plaintiff, represented by James A. McKowen,
JAMES F. HUMPHREYS & ASSOCIATES.
Maddie P. Fields, Consol Plaintiff, represented by Michael J. Del
Giudice, CICCARELLO DEL GIUDICE & LAFON & Timothy J. LaFon,
CICCARELLO DELGIUDICE & LAFON.
Rodoco, Inc., Consol Plaintiff, represented by Frank Petosa, MORGAN
& MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER & Michael O.
Callaghan, NEELY & CALLAGHAN.
Almost Heaven Burgers, Inc., Consol Plaintiff, represented by Frank
Petosa, MORGAN & MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER
& Michael O. Callaghan, NEELY & CALLAGHAN.
Hargis Unlimited, LLC, Consol Plaintiff, represented by Frank
Petosa, MORGAN & MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER
&Michael O. Callaghan, NEELY & CALLAGHAN.
Melanie Martin, Consol Plaintiff, represented by Frank Petosa,
MORGAN & MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER &
Michael O. Callaghan -- mcallaghan@neelycallaghan.com -- NEELY &
CALLAGHAN.
Megan Spears, Consol Plaintiff, represented by Frank Petosa, MORGAN
& MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER & Michael O.
Callaghan, NEELY & CALLAGHAN.
Syrra Salon LLC, Consol Plaintiff, represented by Frank Petosa,
MORGAN & MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER &
Michael O. Callaghan, NEELY & CALLAGHAN.
Paul Kirk, Consol Plaintiff, represented by Frank Petosa, MORGAN &
MORGAN, Jana Eisinger, LAW OFFICE OF JANA EISINGER & Michael O.
Callaghan, NEELY & CALLAGHAN.
EG & K Inc., Consol Plaintiff, represented by John K. Bailey.
Rusty A. Carpenter, Consol Plaintiff, represented by John K.
Bailey.
Susan K. Dyer, Consol Plaintiff, represented by Harry F. Bell, Jr.,
THE BELL LAW FIRM, Jerrold Parker, PARKER WAICHMAN, Mindy B. Pava,
HAUSFELD, Richard J. Arsenault, NEBLETT BEARD & ARSENAULT &Richard
S. Lewis, HAUSFELD.
5 Corners Cafe, LLC, Consol Plaintiff, represented by F. Jerome
Tapley, CORY WATSON CROWDER & DEGARIS, Hirlye Ray Lutz, III, CORY
WATSON CROWDER & DEGARIS, Jon C. Conlin, CORY WATSON CROWDER &
DEGARIS & Kathy A. Brown, KATHY BROWN LAW.
The Vintage Barber Shop, Consol Plaintiff, represented by F. Jerome
Tapley, CORY WATSON CROWDER & DEGARIS, Hirlye Ray Lutz, III, CORY
WATSON CROWDER & DEGARIS, Jon C. Conlin, CORY WATSON CROWDER &
DEGARIS & Kathy A. Brown, KATHY BROWN LAW.
Justin A. Amos, Consol Plaintiff, represented by F. Jerome Tapley,
CORY WATSON CROWDER & DEGARIS, Hirlye Ray Lutz, III, CORY WATSON
CROWDER & DEGARIS, Jon C. Conlin, CORY WATSON CROWDER & DEGARIS &
Kathy A. Brown, KATHY BROWN LAW.
Candice Henry Mahood, Consol Plaintiff, represented by Cameron S.
McKinney, THE GRUBB LAW GROUP, David L. Grubb, THE GRUBB LAW GROUP
& Kristina Thomas Whiteaker, THE GRUBB LAW GROUP.
Carrie Ann Samuels, Consol Plaintiff, represented by Cameron S.
McKinney, THE GRUBB LAW GROUP, David L. Grubb, THE GRUBB LAW GROUP
& Kristina Thomas Whiteaker, THE GRUBB LAW GROUP.
Katherine Ella Grubb, Consol Plaintiff, represented by Cameron S.
McKinney, THE GRUBB LAW GROUP, David L. Grubb, THE GRUBB LAW GROUP
& Kristina Thomas Whiteaker, THE GRUBB LAW GROUP.
Kelli Oldham, Consol Plaintiff, represented by Cameron S. McKinney,
THE GRUBB LAW GROUP, David L. Grubb, THE GRUBB LAW GROUP & Kristina
Thomas Whiteaker, THE GRUBB LAW GROUP.
Elizabeth Grubb, Consol Plaintiff, represented by Cameron S.
McKinney, THE GRUBB LAW GROUP, David L. Grubb, THE GRUBB LAW GROUP
&Kristina Thomas Whiteaker, THE GRUBB LAW GROUP.
Von Harvey, Consol Plaintiff, represented by Cynthia M. Ranson,
RANSON LAW OFFICES, G. Patrick Jacobs & J. Michael Ranson, RANSON
LAW OFFICES.
Pray Construction Company, Consol Plaintiff, represented by
Benjamin L. Bailey, BAILEY & GLASSER & Jonathan R. Marshall, BAILEY
& GLASSER.
A-Lex, Inc., Consol Plaintiff, represented by Benjamin L. Bailey,
BAILEY & GLASSER & Jonathan R. Marshall, BAILEY & GLASSER.
Grumpy's Grille, LLC, Consol Plaintiff, represented by Benjamin L.
Bailey, BAILEY & GLASSER & Jonathan R. Marshall, BAILEY & GLASSER.
TWOD INC., Consol Plaintiff, represented by Benjamin L. Bailey,
BAILEY & GLASSER & Jonathan R. Marshall, BAILEY & GLASSER.
Joe Fazio's Restaurant, Inc., Consol Plaintiff, represented by
Cynthia M. Ranson, RANSON LAW OFFICES, G. Patrick Jacobs & J.
Michael Ranson, RANSON LAW OFFICES.
Laura Gandee, Consol Plaintiff, represented by F. Jerome Tapley,
CORY WATSON CROWDER & DEGARIS, Hirlye Ray Lutz, III, CORY WATSON
CROWDER & DEGARIS, Jon C. Conlin, CORY WATSON CROWDER & DEGARIS &
Kathy A. Brown, KATHY BROWN LAW.
John Nelson, Consol Plaintiff, represented by Henry E. Wood, III,
WOOD LAW OFFICE.
Wanda Tribble, Consol Plaintiff, represented by Henry E. Wood, III,
WOOD LAW OFFICE.
Kuppel LLC, Consol Plaintiff, represented by Richard D. Lindsay,
TABOR LINDSAY & ASSOCIATES.
Reema Family Hairstyling, Consol Plaintiff, represented by Richard
D. Lindsay, TABOR LINDSAY & ASSOCIATES.
Shannon Larwa, Consol Plaintiff, represented by Miles B. Berger,
ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO & OLIVIO.
Shannon's Suite Salon, LLC, Consol Plaintiff, represented by Miles
B. Berger, ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO &
OLIVIO.
Jennifer Schoolcraft, Consol Plaintiff, represented by Miles B.
Berger, ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO & OLIVIO.
Innov8 Salon, LLC, Consol Plaintiff, represented by Miles B.
Berger, ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO & OLIVIO.
Alex Morgado, Consol Plaintiff, represented by Miles B. Berger,
ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO & OLIVIO.
Morgado Design, LLC, Consol Plaintiff, represented by Miles B.
Berger, ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO & OLIVIO.
John Patrick Burgess, DDS, Consol Plaintiff, represented by Miles
B. Berger, ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO &
OLIVIO.
Madigan Rae Burgess, DDS, Consol Plaintiff, represented by Miles B.
Berger, ROMANO AND ASSOCIATES & Shawn R. Romano, ROMANO & OLIVIO.
Cornellisus D. Christian, Consol Plaintiff, Pro Se.
John Levin, Consol Plaintiff, represented by D. Aaron Rihn, ROBERT
PEIRCE & ASSOCIATES & Max Petrunya, ROBERT PIERCE & ASSOCIATES.
Louisa Levin, Consol Plaintiff, represented by D. Aaron Rihn,
ROBERT PEIRCE & ASSOCIATES & Max Petrunya, ROBERT PIERCE &
ASSOCIATES.
Graziano Investments, Inc., Consol Plaintiff, represented by
Gregory B. Chiartas, FREEMAN & CHIARTAS.
Catering Unlimited, Inc., Consol Plaintiff, represented by Gregory
B. Chiartas, FREEMAN & CHIARTAS.
Shelton's of Kanawha City, LLC, Consol Plaintiff, represented by
Gregory B. Chiartas, FREEMAN & CHIARTAS.
Eric Booth, Consol Plaintiff, represented by Gregory B. Chiartas,
FREEMAN & CHIARTAS.
Hair We Are, Inc., Consol Plaintiff, represented by Cynthia M.
Ranson, RANSON LAW OFFICES, G. Patrick Jacobs & J. Michael Ranson,
RANSON LAW OFFICES.
John Doe Business Owner, Consol Plaintiff, represented by John K.
Bailey.
Little Bo Peep Daycare, Consol Plaintiff, represented by Adam J.
Levitt, GRANT & EISENHOFER, Andrew G. Dimlich, PULLIN KNOPF FOWLER
& FLANAGAN, Edward S. Cook, COOK PC, John K. Bailey, John E.
Tangren, GRANT & EISENHOFER, Matthew J. Grossman & Warren R.
McGraw, II, MCGRAW LAW OFFICES.
Kids R Us Daycare, Consol Plaintiff, represented by Adam J. Levitt,
GRANT & EISENHOFER, Andrew G. Dimlich, PULLIN KNOPF FOWLER &
FLANAGAN, Edward S. Cook, COOK PC, John K. Bailey, John E. Tangren,
GRANT & EISENHOFER, Matthew J. Grossman & Warren R. McGraw, II,
MCGRAW LAW OFFICES.
Pauline's House of Curls, Consol Plaintiff, represented by Adam J.
Levitt, GRANT & EISENHOFER, Andrew G. Dimlich, PULLIN KNOPF FOWLER
& FLANAGAN, Edward S. Cook, COOK PC, John K. Bailey, John E.
Tangren, GRANT & EISENHOFER, Matthew J. Grossman & Warren R.
McGraw, II, MCGRAW LAW OFFICES.
June Gurski, Consol Plaintiff, represented by Adam J. Levitt, GRANT
& EISENHOFER, Andrew G. Dimlich, PULLIN KNOPF FOWLER &
FLANAGAN,Edward S. Cook, COOK PC, John K. Bailey, John E. Tangren,
GRANT & EISENHOFER, Matthew J. Grossman & Warren R. McGraw, II,
MCGRAW LAW OFFICES.
Paula Miller, Consol Plaintiff, represented by Adam J. Levitt,
GRANT & EISENHOFER, Andrew G. Dimlich, PULLIN KNOPF FOWLER &
FLANAGAN,Edward S. Cook, COOK PC, John K. Bailey, John E. Tangren,
GRANT & EISENHOFER, Matthew J. Grossman & Warren R. McGraw, II,
MCGRAW LAW OFFICES.
Bobby L. Tucker, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM.
Reba Tucker, Consol Plaintiff, represented by Harvey D. Peyton, THE
PEYTON LAW FIRM.
Maid in the USA, Inc., Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM.
Otis Tucker, Consol Plaintiff, represented by Harvey D. Peyton, THE
PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Danette Tucker, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
The Town of Buffalo, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Ronnie Allen Briscoe, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Denise Evon Briscoe, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Deborah J. Hedrick, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
William Desimone, Jr., Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Deanna L. Desimone, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Larry Newhouse, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Brenda Newhouse, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Wellington's, Inc., Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Darrell L. Moore, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Tammy Moore, Consol Plaintiff, represented by Harvey D. Peyton, THE
PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Gary N. Deweese, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Connie L. Deweese, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Geraldine Johns, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Christopher M. Deweese, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Lori L. Deweese, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Christopher Jordan, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
SandyLou & Tiffany 2, LLC, Consol Plaintiff, represented by Harvey
D. Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Margie Jordan, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Nick Konnovitch, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Misty Harris, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Mary Barber, Consol Plaintiff, represented by Harvey D. Peyton, THE
PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Warren Shamblin, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Jessica Shamblin, Consol Plaintiff, represented by Harvey D.
Peyton, THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW
FIRM.
Buffalo Volunteer Fire Department, Inc., Consol Plaintiff,
represented byHarvey D. Peyton, THE PEYTON LAW FIRM & Thomas H.
Peyton, THE PEYTON LAW FIRM.
Trent Forbis, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
Lesli Forbis, Consol Plaintiff, represented by Harvey D. Peyton,
THE PEYTON LAW FIRM & Thomas H. Peyton, THE PEYTON LAW FIRM.
EJ&K Enterprises, LLC, Consol Plaintiff, represented by Jonathan R.
Mani, MANI & ELLIS & Roger A. Decanio, THE SUTTER LAW FIRM.
South Hills Market & Cafe, LLC, Consol Plaintiff, represented by
Jonathan R. Mani, MANI & ELLIS & Roger A. Decanio, THE SUTTER LAW
FIRM.
Jason Brogan, Consol Plaintiff, represented by Cynthia M. Ranson,
RANSON LAW OFFICES, G. Patrick Jacobs & J. Michael Ranson, RANSON
LAW OFFICES.
AM & GH LLC, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW FIRM
&Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
L and G Foods, Inc., Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Sahara Catering & Restaurant, Inc., Consol Plaintiff, represented
byKimberly K. Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE
MASTERS LAW FIRM & Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Madelines Cafe Inc., Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Nexus Athletic Clubs, Inc., Consol Plaintiff, represented by
Kimberly K. Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE
MASTERS LAW FIRM & Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
City Fitness, Inc., Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Nautilus Fitness Center, Inc., Consol Plaintiff, represented by
Kimberly K. Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE
MASTERS LAW FIRM & Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Kinetix Fitness LLC, Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Paul Walton, Jr., Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Tabetha Peiros, Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Bart A. Roberts, Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Kristi Maddox, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW FIRM
&Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Mound Cleaners, Inc., Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM &Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Falbo & Monday, PLLC, Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM, Marvin W. Masters, THE MASTERS LAW
FIRM & Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
J. E., Consol Plaintiff, represented by John E. Sutter, THE SUTTER
LAW FIRM, Roger A. Decanio, THE SUTTER LAW FIRM, W. Jesse Forbes,
FORBES LAW OFFICES & William C. Forbes, FORBES LAW OFFICES.
K.E., Consol Plaintiff, represented by John E. Sutter, THE SUTTER
LAW FIRM, Roger A. Decanio, THE SUTTER LAW FIRM, W. Jesse Forbes,
FORBES LAW OFFICES & William C. Forbes, FORBES LAW OFFICES.
Melissa Jean Medley, Consol Plaintiff, represented by John E.
Sutter, THE SUTTER LAW FIRM, Roger A. Decanio, THE SUTTER LAW FIRM,
W. Jesse Forbes, FORBES LAW OFFICES & William C. Forbes, FORBES LAW
OFFICES.
Richard Gravely, Consol Plaintiff, Pro Se.
Scott Miller, Consol Plaintiff, represented by Aaron L. Harrah,
HILL PETERSON CARPER BEE & DEITZLER, Anthony J. Majestro, POWELL &
MAJESTRO, J. C. Powell, POWELL & MAJESTRO, James C. Peterson, HILL
PETERSON CARPER BEE & DEITZLER, L. Lee Javins, II, BUCCI BAILEY &
JAVINS, R. Edison Hill, HILL PETERSON CARPER BEE & DEITZLER
&Timothy C. Bailey, BUCCI BAILEY & JAVINS.
Bar 101, LLC, Consol Plaintiff, represented by Aaron L. Harrah,
HILL PETERSON CARPER BEE & DEITZLER, Anthony J. Majestro, POWELL &
MAJESTRO, J. C. Powell, POWELL & MAJESTRO, James C. Peterson, HILL
PETERSON CARPER BEE & DEITZLER, L. Lee Javins, II, BUCCI BAILEY &
JAVINS, R. Edison Hill, HILL PETERSON CARPER BEE & DEITZLER
&Timothy C. Bailey, BUCCI BAILEY & JAVINS.
Ichiban, Consol Plaintiff, represented by Aaron L. Harrah, HILL
PETERSON CARPER BEE & DEITZLER, Anthony J. Majestro, POWELL &
MAJESTRO, J. C. Powell, POWELL & MAJESTRO, James C. Peterson, HILL
PETERSON CARPER BEE & DEITZLER, L. Lee Javins, II, BUCCI BAILEY &
JAVINS, R. Edison Hill, HILL PETERSON CARPER BEE & DEITZLER &
Timothy C. Bailey, BUCCI BAILEY & JAVINS.
Mark Strickland, Consol Plaintiff, represented by John E. Sutter,
THE SUTTER LAW FIRM, Roger A. Decanio, THE SUTTER LAW FIRM, W.
Jesse Forbes, FORBES LAW OFFICES & William C. Forbes, FORBES LAW
OFFICES.
Daniel Cleve Stewart, Consol Plaintiff, represented by John E.
Sutter, THE SUTTER LAW FIRM, Roger A. Decanio, THE SUTTER LAW FIRM,
W. Jesse Forbes, FORBES LAW OFFICES & William C. Forbes, FORBES LAW
OFFICES.
Kristy Ord, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM & Robert V. Berthold, Jr., BERTHOLD LAW FIRM.
Sherri Vance, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM.
Cambree Vance, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM.
Ann Perrine, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM.
Sandra Bowles, Consol Plaintiff, represented by Kimberly K. Parmer,
THE MASTERS LAW FIRM.
Jennifer Totten, Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM.
William G. Jones, Consol Plaintiff, represented by Kimberly K.
Parmer, THE MASTERS LAW FIRM.
Adelphia, Inc., Consol Plaintiff, represented by Charles R. Webb,
THE WEBB LAW CENTRE, J. Timothy DiPiero, DITRAPANO BARRETT &
DIPIERO,Lonnie C. Simmons, DITRAPANO BARRETT & DIPIERO, Robert M.
Bastress, III, DITRAPANO BARRETT & DIPIERO & Sean P. McGinley,
DITRAPANO BARRETT & DIPIERO.
Kanawha Gourmet Sandwiches, LLC, Consol Plaintiff, represented by
Harry F. Bell, Jr., THE BELL LAW FIRM, James Pizzirusso, HAUSFELD,
Jerrold Parker, PARKER WAICHMAN, Jonathan W. Price, THE BELL LAW
FIRM,Mindy B. Pava, HAUSFELD, Richard J. Arsenault, NEBLETT BEARD &
ARSENAULT & Richard S. Lewis, HAUSFELD.
West Virginia-American Water Company, Defendant, represented by
Brian R. Swiger, JACKSON KELLY, Thomas J. Hurney, Jr., JACKSON
KELLY,William C. Ballard, JACKSON KELLY, William F. Dobbs, Jr.,
JACKSON KELLY & L. Jill McIntyre, JACKSON KELLY.
American Water Works Company, Inc., 2:14-cv-11009, Defendant,
represented by Brian R. Swiger, JACKSON KELLY, Elizabeth A.
Amandus, JACKSON KELLY, L. Jill McIntyre, JACKSON KELLY & William
C. Ballard, JACKSON KELLY.
Eastman Chemical Company, 2:14-cv-11009, Defendant, represented
byMarc E. Williams, NELSON MULLINS RILEY & SCARBOROUGH, Melissa
Foster Bird, NELSON MULLINS RILEY & SCARBOROUGH & Robert L. Massie,
NELSON MULLINS RILEY & SCARBOROUGH.
Freedom Industries, Inc., Consol Defendant, represented by J.
Nicholas Barth, BARTH & THOMPSON, Jason P. Alter, McGUIRE WOODS,
Mark E. Freedlander, MCGUIRE WOODS, Michael J. Roeschenthaler,
MCGUIRE WOODS, Scott E. Schuster, McGUIRE WOODS & Stephen L.
Thompson, BARTH & THOMPSON.
American Water Works Service Company, Inc., Consol Defendant,
represented by Thomas J. Hurney, Jr., JACKSON KELLY, William C.
Ballard, JACKSON KELLY, William F. Dobbs, Jr., JACKSON KELLY & L.
Jill McIntyre, JACKSON KELLY.
Official Committee of Unsecured Creditors for Freedom Industries,
Inc., Interested Party, represented by Douglas L. Lutz, FROST BROWN
TODD,Edward M. King, FROST BROWN TODD, Jared M. Tully, FROST BROWN
TODD & Ronald E. Gold, FROST BROWN TODD.

                     About Freedom Industries

Freedom Industries Inc. is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson. The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River
Terminal LLC, Poca Blending LLC and Crete Technologies LLC.

The Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at Morris Anderson in Chicago as Freedom's chief
restructuring officer.


GELTECH SOLUTIONS: Changes Fiscal Year End to Dec. 31
-----------------------------------------------------
The Board of Directors of GelTech approved a change in the fiscal
year end from June 30th to Dec. 31st.  GelTech believes this change
will provide numerous benefits, including aligning its reporting
periods to be more consistent with the U.S. fire season and
improving comparability between periods.  GelTech anticipates
reporting the July 1, 2015, to Dec. 31, 2015, transition period on
a Form 10-K.

                          About GelTech

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

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

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


GELTECH SOLUTIONS: Extends Warrants Expiration by 12 Months
-----------------------------------------------------------
GelTech Solutions, Inc., extended all of the outstanding warrants
(3,968,258) set to expire in 2016 by 12 months.  The warrants have
an average exercise price of $1.94 per share.  Of the warrants
extended, approximately 2.4 million are owned by GelTech's
president and a director.  

All of the warrants were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.

                          About GelTech

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

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

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


GELTECH SOLUTIONS: Shareholders Elect Six Directors
---------------------------------------------------
GelTech Solutions, Inc., held its 2016 annual shareholders'
meeting
on Jan. 22, 2016, at which the shareholders:

  (a) elected Peter Cordani, Michael Becker, David Gutmann,
      Leonard Mass, Phil O'Connell, Jr. and Neil Reger
      as directors;

  (b) approved a proposal to increase the authorized shares of
      common stock to 150 million shares; and

  (c) ratified the appointment of GelTech's independent registered
      public accounting firm for Fiscal 2016.

                          About GelTech

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

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

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


GIBRALTAR INDUSTRIES: S&P Affirms BB- CCR, Outlook Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit and debt ratings on Gibraltar Industries Inc.  The
recovery rating is '3', reflecting S&P's expectation of meaningful
(50% to 70%; at the lower end of the range) recovery in the event
of default.

At the same time, S&P revised its rating outlook on Gibraltar
Industries Inc. to positive from stable.

"The outlook reflects our expectation that Gibraltar's
growth-oriented segments will continue to outperform while its
legacy businesses will maintain market share and debt leverage of
less than 4x while generating cash," said Standard & Poor's credit
analyst Thomas O'Toole.  "Gibraltar has sufficient liquidity to
pursue strategic acquisitions, which we consider to be a key
strategy for the company."

S&P would consider an upgrade over the next 12 months if Gibraltar
achieved growth either organically or through an acquisition that
resulted in the company increasing its overall size and maintaining
leverage of approximately 3x while also maintaining sufficient
liquidity to fund future growth initiatives for the business.

S&P could consider a downgrade if end market weakness persists
though the year such that Gibraltar's leverage rises above 4x and
liquidity worsens.  This could happen if oil prices remain at
historical lows and domestic and international demand for
Gibraltar's steel products does not improve.



GOLD RIVER: Creditors Balk at Naming Lucy Gao as Responsible Person
-------------------------------------------------------------------
Creditors Lana Tsang and Elaine Tsang objected to the motion of
Lucy Gao to be appointed as managing member or responsible party
for Gold River Valley complaining that Ms. Gao has no creditable
authority to act on the Debtor's behalf; and her authority
contradicts everything the Debtor has submitted to the Court and
creditors to date.

The Creditors added that appointing Ms. Gao will not facilitate the
closing of the sale of the Debtor's sole asset, the real property
commonly known as 650 - 652 South Lake Avenue, in Pasadena,
California, and is not in the best interests of creditors or the
estate.

Ms. Gao, in her motion, noted that she is the manager and Benjamin
Kirk is merely an agent appointed by her in connection with the
instant case.

In this relation, Ms. Gao asked that the Court strip Mr. Kirk of
any authority to act on behalf of the Debtor, and affirm that she,
the Debtor's manager, has authority to  execute all documents
necessary to complete the sale of the property and act as the
disbursing agent for the Debtor.

Ms. Gao is represented by:

         Ian S. Landsberg, Esq.
         Brigitte Gomelsky kay, Esq.
         ECOFFLANDSBERG, LLP, Limited Liability Partnership
         280 South Berverly Hills, CA 90212
         Tel: (310) 887-1850
         Fax: (310) 887-1855
         E-mail: ian @ecofflandberg.com

Creditors are represented by:

         Eric R. McDonough, Esq.
         Daniel R. Sable, Esq.
         SEYFARTH SHAW LLP
         333 S. Hope Street, Suite 3900
         Los Angeles, CA 90071
         Tel: (213) 270-9600
         E-mails: emcdonough@seyfarth.com
                  dsable@seyfarth.com

            -- and --

         Marianne M. Dickson, Esq.
         SEYFARTH SHAW LLP
         560 Mission Street, Suite 3100
         San Francisco, CA 94105
         Tel: (415) 397-2823
         E-mail: mdickson@seyfarth.com

                     About Gold River Valley

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  

David B. Golubchik, Esq., and Jeffrey S. Kwong, Esq., at Levene,
Neale, Bender, Yoo & Brill L.L.P., represents the Debtor as
counsel.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.

                           *     *     *

Judge Thomas B. Donovan of the U.S. Bankruptcy Court for the
District of California on Sept. 16, 2015, entered an order
conditionally confirming the Chapter 11 Plan of Gold River Valley.

The order authorized and approved the sale of the Debtor's
property to Ding Gang, the buyer, for $10.8 million.  A copy of
the
order is available for free at http://is.gd/2JWI1V


GREAT LAKES COMNET: Section 341 Meeting Scheduled for March 7
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Great Lakes
Comnet, Inc. will be held on March 7, 2016, at 10:00 a.m. at
Lansing.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                    About Great Lakes Comnet

East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and
operates a 6,500 mile fiber network serving the carrier and
enterprise sectors in Michigan, with the network extending to Ohio,
Indiana, Illinois, Wisconsin, and Minnesota.  GLC's services
include transport, dark fiber sales, cloud and datacenter
operations, toll resale, toll routes, local switching, tandem
switching and SS7.

GLC's tandem switch is used -- in conjunction with tandem transport
services provided by GLC and Westphalia Telephone Company -- to
send long distance calls from the network of one telecommunications
carrier to the network of another telecommunications carrier.  By
using the services provided by GLC and WTC, interexchange carriers
such as AT&T, are able to exchange interstate long distance calls
with local telecommunications service providers, namely, rural
Incumbent Local Exchange Carriers and competitive LECs, located
throughout Michigan, where the rural ILECs and CLECs operate "end
office switches" homing on GLC's tandem switch.

Comlink provides data and communication services, including
dedicated ultra-high-speed bandwidth data transmission, Ethernet
private line services and virtual private network services,
cloud-based and colocation data center services, and data
management services to Consumers Energy, several hospital systems,
municipalities and state correctional facilities.

Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11
bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and
16-00292, respectively) on Jan. 25, 2016.  The petitions were
signed by John Summersett as chief executive officer.  The Debtors
estimated both assets and debts in the range of $10 million to $50
million.

The Debtors have engaged Miller Canfield Paddock & Stone PLC as
counsel, Alix Partners LLP as restructuring advisors and Kurtzman
Carson Consultants, LLC as claims, balloting and noticing agent.


GREENSHIFT CORP: FLUX Carbon Transfers Interest in Viridis
----------------------------------------------------------
FLUX Carbon Corporation, an entity owned by Kevin Kreisler,
GreenShift's CEO, transferred its ownership interest in Viridis
Capital LLC to Bitzio, Inc., in exchange for an 80% equity interest
in Bitzio.  Viridis Capital was, at the time of the transfer, the
owner of 800,115 shares of Series D Preferred Stock issued by
GreenShift.

                 About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported net income of $1.97 million on $12.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $4.43 million on $15.5 million of total revenue for the
year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $5.11 million in total
assets, $44.86 million in total liabilities, and a total
stockholders' deficit of $39.74 million.


GREENSHIFT CORP: Issues 800,000 Series G Shares to Bitzio
---------------------------------------------------------
GreenShift filed with the Delaware Secretary of State a Certificate
of Designation of Series G Preferred Stock, designating 800,000
shares of preferred stock as Series G Preferred Stock.  

The Series G shares may be converted by the holder into Company
common stock.  The conversion ratio is such that the full 800,000
Series G shares convert into GreenShift common shares representing
80% of the fully diluted common shares outstanding after the
conversion (which includes all common shares outstanding plus all
common shares potentially issuable upon the conversion of all
derivative securities not held by the holder).  The holder of
Series G shares may cast the number of votes at a shareholders
meeting or by written consent that equals the number of common
shares into which the Series G shares are convertible on the record
date for the shareholder action.  In the event the Board of
Directors declares a dividend payable to Company common
shareholders, the holders of Series G shares will receive the
dividend that would be payable if the Series G shares were
converted into GreenShift common shares prior to the dividend.  In
the event of a liquidation of GreenShift, the holders of 800,000
Series G shares will receive a preferential distribution equal to
80% of the net assets available for distribution to the
shareholders.

On Dec. 31, 2015, GreenShift issued 800,000 shares of Series G
Preferred Stock to Bitzio in exchange for 987,144 shares of
GreenShift Series D Preferred Stock and $2,500,000 in cash.  In
connection with the foregoing transactions, GreenShift filed a
Certificate of Elimination of Series D Preferred Stock.

The $2,500,000 paid by Bitzio to GreenShift was drawn from a loan
of $2,900,000 made to Bitzio by TCA Global Credit Master Fund, LP.
The loan was made on Dec. 31, 2015, pursuant to a Senior Secured
Revolving Credit Facility Agreement, under which TCA may lend to
Bitzio up to $5,000,000.  GreenShift and each of its subsidiaries,
as well as each of the other subsidiaries of Bitzio, has executed a
Guaranty Agreement dated Dec. 31, 2015, in favor of TCA.  In the
Guaranty Agreement, GreenShift and each of its subsidiaries
guaranteed payment of all amounts due to TCA under the Credit
Agreement.  By separate agreements, GreenShift and each subsidiary
pledged all of its assets to secure the guaranty to TCA.

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported net income of $1.97 million on $12.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $4.43 million on $15.5 million of total revenue for the
year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $5.11 million in total
assets, $44.86 million in total liabilities, and a total
stockholders' deficit of $39.74 million.


GREENSHIFT CORP: Signs Settlement Agreement with YAGI
-----------------------------------------------------
YA Global Investments, LP and GreenShift, on Dec. 31, 2015, entered
into a settlement agreement pursuant to which YAGI accepted, in
satisfaction of $14,196,897 of principal an interest accrued on
debentures issued by GreenShift, a cash payment of $2,000,000 and
the execution of a Royalty Agreement by GreenShift and its
affiliates.

The Royalty Agreement provides that, for an indefinite term,
GreenShift and its subsidiaries will pay to YAGI a royalty equal to
15% of all Intellectual Property Income earned by any of them.
"Intellectual Property Income" is defined in the Royalty Agreement
to encompass all payments received under, with respect to, or in
connection with any intellectual property, including payments made
by licensees, and including any amounts paid in settlement or as an
award of damages arising from third party infringement of the
intellectual property rights of GreenShift or its subsidiaries,
provided that Intellectual Property Income by reason of settlements
or awards will be reduced by the amount of any legal fees and
expenses incurred in obtaining the settlement or award.

On the same date, GreenShift deposited $400,000 in cash into escrow
in anticipation of settling an additional $2,939,300 in principal
and interest due from GreenShift to various assignees of YAGI.  The
YAGI Assignees have until March 31, 2016, to accept the relevant
settlement terms.

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported net income of $1.97 million on $12.8 million of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $4.43 million on $15.5 million of total revenue for the
year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $5.37 million in total assets,
$43.8 million in total liabilities and a total stockholders'
deficit of $38.4 million.


HAVERHILL CHEMICALS: Court Approves 2nd Amendment to Cash Use Order
-------------------------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas, Houston Division, approved a second
stipulation and agreed order executed by Haverhill Chemicals LLC
and Bank of America, N.A., as Administrative Agent, amending
certain provisions contained in the Court's Final Cash Collateral
Order entered on October 7, 2015.

The Debtor and the Agent, which further amended the Final Order to
address certain issues related to, among other things, the Budget
and the Termination Date, stipulated and agreed that the
authorization granted to the Debtor to use Cash Collateral will
terminate immediately upon the earliest to occur of the following:
(i) the expiration of the Budget, (ii) the entry of an order
dismissing the Chapter 11 Case, (iii) the entry of an order
converting the Chapter 11 Case to Chapter 7; (iv) the entry of an
order appointing a trustee or an examiner with expanded powers for
the Debtor's estate or with respect to the Debtor's property; (v)
the entry of an order reversing, vacating, or otherwise amending,
supplementing, or modifying the Order without the prior written
consent of the Agent, (vi) the entry of an order granting relief
from the automatic stay to any creditor (other than the Agent or
the Lenders) holding or asserting a lien in the Collateral, (vii)
the entry of an order granting relief under Section 506(c) of the
Bankruptcy Code with respect to the Collateral, (viii) the filing
by the Debtor, without the Agent’s and the Lenders' prior written
consent, of any motion in the Chapter 11 Case: (A) to obtain
financing under Section 364 of the Bankruptcy Code from any person
or entity other than the Agent and the Lenders, or (B) to grant a
lien, security interest, or claim with respect to the Collateral in
favor of any party other than the Agent and the Lenders, or (ix)
the Debtor’s breach or failure to comply with any term or
provision of this Order.

A new paragraph 24 is added to the Final Order as follows:

     "24. Notwithstanding any provision in this Order to the
contrary, the Debtor shall remit the following amounts to the Agent
for application to the Prepetition Indebtedness: (a) $2,000,000
immediately following approval of the Second Stipulation and Agreed
Order Amending Final Order Authorizing Use of Cash Collateral
Pursuant to Section 363(c) of the Bankruptcy Code and Granting
Adequate Protection, and (b) all amounts received by the Debtor
from Hexion, Inc. immediately following receipt of same by the
Debtor."

Additionally, the Debtor and the Lenders have agreed to the Second
Stipulated Order, which extends the Debtor's authority to use Cash
Collateral, subject to the conditions and termination provisions
contained in the Final Order, through January 24, 2016.  The
Official Committee of Unsecured Creditors does not object to
approval of the Second Stipulated Order.

Haverhill Chemicals LLC is represented by:

     Kyung S. Lee, Esq.
     Charles M. Rubio, Esq.
     William Hotze, Esq.
     DIAMOND McCARTHY LLP
     909 Fannin, Suite 1500
     Houston, Texas 77010
     Telephone: (713) 333-5100
     Facsimile: (713) 333-5195
     Email: klee@diamondmccarthy.com
            crubio@diamondmccarthy.com
            whotze@diamondmccarthy.com

        About Haverhill Chemicals

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

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

The Debtor estimated assets of $1 million to $10 million and
liabilities of $100 million to $500 million.

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

Diamond McCarthy LLP serves as the Debtor's counsel.

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


HIMA-KUNAL LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hima-Kunal, LLC
        12 Paul Lee Parkway
        Eufaula, AL 36027

Case No.: 16-30216

Chapter 11 Petition Date: January 27, 2016

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Hon. Dwight H. Williams Jr.

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ LAW FIRM
                  25 South Court Street, Suite 200
                  Montgomery, AL 36104
                  Tel: 334-230-9790
                  Fax: 334-230-9789
                  Email: bankruptcy@fritzlawalabama.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nishil J. Patel, member.

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


HIRA LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Hira, LLC
        12 Paul Lee Parkway
        Eufaula, AL 36027

Case No.: 16-10150

Chapter 11 Petition Date: January 27, 2016

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Hon. Dwight H. Williams Jr.

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ LAW FIRM
                  25 South Court Street, Suite 200
                  Montgomery, AL 36104
                  Tel: 334-230-9790
                  Fax: 334-230-9789
                  Email: bankruptcy@fritzlawalabama.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nishil J. Patel, member.

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


HONG KONG ENTERTAINMENT: Lists $55.2MM in Assets, $273.4MM in Debts
-------------------------------------------------------------------
Hong Kong Entertainment (Overseas) Investment, Ltd., filed with the
Bankruptcy Court for the Northern Mariana Islands a summary of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $51,273,673
  B. Personal Property            $3,940,141
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $194,903,393
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,238,252
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $76,321,014
                                 -----------      -----------
        Total                    $55,213,814     $273,462,659

On Dec. 31, 2015, the Debtor filed an amendment to its original
schedules.

As reported by the Troubled Company Reporter on Dec. 30, 2015, the

Debtor disclosed total assets of $55,204,880 and total liabilities
of $258,482,942.

Copies of the amended schedules are available for free at:

  http://bankrupt.com/misc/HONGKONGENTERTAINMENT_24_sal.pdf
  http://bankrupt.com/misc/HONGKONGENTERTAINMENT_15_amendedsal.pdf


                   About Hong Kong Entertainment

Hong Kong Entertainment (Overseas) Investment, Ltd., filed a
Chapter 11 bankruptcy petition (Bankr. D. NMI Case No. 15-00006) on
Dec. 11, 2015.  The petition was signed by Chun Wai Chan as
chairman of the Board of Directors and president.  Timothy H.
Bellas, LLC represents the Debtor as counsel.  Judge Ramona V.
Manglona has been assigned the case.

The Debtor, in an amended schedules, disclosed total assets of
$55,213,814 and total liabilities of $273,462,659.  In its original
schedules, the Debtor disclosed total assets of $55,204,880 and
total liabilities of $258,482,942.


HOVNANIAN ENTERPRISES: BlackRock Holds 9.3% of Class A Shares
-------------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2015, it
beneficially owns 12,204,022 shares of Class A Common Stock
Hovnanian Enterprises Inc. representing 9.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/5Va5JE

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian Enterprises reported a net loss of $16.1 million on $2.14
billion of total revenues for the year ended Oct. 31, 2015,
compared to net income of $307 million on $2.06 billion of total
revenues for the year ended Oct. 31, 2014.  As of Oct. 31, 2015,
the Company had $2.60 billion in total assets, $2.73 billion in
total liabilities and a $128.08 million total stockholders'
deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

The TCR reported on Jan. 9, 2014, that Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


HUB HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating of Hub Holdings, LLC (Hub Holdings, and together with its
subsidiaries, Hub) following the announcement that Hub
International Limited (Hub International) will issue $300 million
of second-lien secured notes. The rating agency assigned a B3
rating to the new notes. Net proceeds from the offering will be
used for general corporate purposes, including to fund future
acquisitions and pay down revolving credit loans that were drawn to
fund prior acquisitions.

The pending issuance changes Hub's overall funding mix, resulting
in a one-notch upgrade of Hub International's senior secured term
loan and its US and Canadian revolving credit facilities to Ba3
from B1. Its senior unsecured notes have been downgraded one notch
to Caa2 from Caa1. The senior unsecured notes of Hub Holdings have
been affirmed at Caa2. The outlook for these ratings remains
negative.

RATINGS RATIONALE

Hub's ratings reflect its solid market position in North American
insurance brokerage, good diversification across products and
geographic areas, and strong operating margins. These strengths are
tempered by the company's high financial leverage and limited
interest coverage. Moody's expects that Hub will continue to pursue
a combination of organic growth and acquisitions, the latter giving
rise to integration and contingent risks (e.g., exposure to errors
and omissions), although Hub has a favorable track record of
absorbing small and mid-sized brokers.

The negative outlook reflects Moody's concern that Hub has not
reduced its appetite for financial leverage relative to rating
expectations. The high leverage leaves the company vulnerable to
market challenges such as a depreciating currency and slower
economic growth in Canada and a downward trend in commercial
property and casualty insurance rates in the US. The current
ratings are predicated on Moody's expectation that Hub will reduce
its debt-to-EBITDA ratio below 8x by the end of 2016. The ratings
could be downgraded if leverage is not reduced, particularly with
revolving credit facilities maturing in 2018 and significant debt
maturities beginning in 2019.

Moody's estimates that Hub's pro forma debt-to-EBITDA ratio, giving
effect to the proposed debt issuance and related acquisitions, will
be around 8.5x, with (EBITDA - capex) interest coverage in the
range of 1.5x-1.7x.

Factors that could lead to stable rating outlook include: (i)
debt-to-EBITDA ratio below 8x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest consistently exceeding 1.5x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 3%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 8x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
ratio below 2%.

Moody's has affirmed the following ratings (with loss given default
(LGD) assessments):

Hub Holdings, LLC:

Corporate family rating B3;

Probability of default rating B3-PD;

$380 million senior unsecured notes due July 2019 at Caa2 (LGD6).

Moody's has upgraded the following ratings:

Hub International Limited:

$225 million senior secured revolving credit facility maturing
October 2018 to Ba3 (LGD2) from B1 (LGD2);

$1.9 billion senior secured term loan maturing October 2020 to Ba3
(LGD2) from B1 (LGD2).

Hub International Canada West ULC:

C$50 million senior secured revolving credit facility maturing
October 2018, guaranteed by Hub International Limited, to Ba3
(LGD2) from B1 (LGD2).

Moody's has downgraded the following rating:

Hub International Limited:

$1.2 billion senior unsecured notes due October 2021 to Caa2
(LGD5) from Caa1 (LGD5).

Moody's has assigned the following rating:

Hub International Limited:

$300 million second-lien secured notes due January 2021 at B3
(LGD4).

Based in Chicago, Illinois, Hub is a major North American insurance
brokerage firm providing property and casualty, life and health,
employee benefits, investment and risk management products and
services through offices located in the US, Canada and Puerto Rico.
The company generated total revenue of $1.4 billion for the 12
months through September 2015.



INNOPHOS HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Innophos
Holdings, including the Ba2 corporate family rating, Ba3-PD
probability of default rating and Ba2 senior secured credit
facility ratings.  Moody's lowered the speculative grade liquidity
rating to SGL -2 (good) from SGL-1 (very good) due to reduced
availability under the company's revolver following a debt-financed
share repurchase program.  The ratings outlook is stable.

Moody's took these rating actions:

Innophos Holdings, Inc.

Ratings Affirmed:

  Corporate Family Rating -- Ba2
  Probability of Default Rating -- Ba3-PD
  $225 mil. Senior Secured Revolving Credit Facilities due
   December 2017 -- Ba2, to (LGD3) from (LGD4)
  $100 mil. Senior Secured Term Loan due December 2017 -- Ba2, to
   (LGD3) from (LGD4)

Rating Lowered:

  Speculative grade liquidity rating -- SGL-2 from SGL-1

Rating outlook -- Stable

RATINGS RATIONALE

The lowering of Innophos' speculative-grade liquidity rating to
SGL-2 reflects reduced availability under the company's $225
million revolving credit facility following a debt-financed $125
million share buyback completed in 2015.  The company only had
$27.1 million of availability under its revolver at the end of
September 2015.  Moody's expects availability to improve to over
$100 million in 2016 as the company pays down debt from cash on
hand ($86 million at the end of September 2015) and from expected
modest free cash flow generation.  With the projected improved
ability under its revolver, ability to cover its main needs through
internally generated cash flow and sufficient cushion under its
financial covenants, Moody's expects Innophos to maintain good
liquidity in 2016.  The company has no near term maturities until
the credit facilities expire in December 2017.

Innophos' Ba2 corporate family rating reflects the company's modest
scale (revenue base of less than $1 billion) and limited
operational and product diversity, offset by strong credit metrics,
including low leverage and strong interest coverage. Innophos
generates nearly 90% of its revenue from specialty phosphates
(including some commodities, such as phosphoric acid) and the rest
from commodity phosphate fertilizer.  Operationally, the company
relies heavily on its Mexican plant for its merchant green
phosphoric acid (MGA), but it can produce purified phosphoric acid
(PPA) at both Mexican and US plants.  Innophos benefits from its
vertical integration into MGA, solid market position, and exposure
to less volatile end markets, such as food and beverage,
pharmaceuticals, and consumer goods industries, which generate
approximately half of the company's revenues.  The rating reflects
our expectations that volume and pricing weakness will continue in
2016 due to pressures from imports, however, Innophos should
benefit from completed headcount reductions and lower raw material
costs.  The stable rating outlook reflects our expectations that
credit metrics will remain strong for the rating despite ongoing
weakness in the operating environment.  The stable rating outlook
also reflects expectations that the new management will not change
the company's long standing financial targets and priorities.

Though not expected due to Innophos' modest scale and narrow
product offering, Moody's would consider raising the company's
rating if it were able to (1) diversify its revenue stream (such
that the mineral nutrients business accounted for at least 25% of
earnings); (2) grow revenues further; and (3) generate consistent
free cash flow.

The company's rating could be downgraded if there was a sustained
decline in financial performance or liquidity.  The rating could be
downgraded if retained cash flow/debt was expected to remain below
20% and debt/EBITDA was expected to remain above 3.0x on a
sustained basis.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

Innophos Holdings, Inc. is a US-based producer of specialty
phosphate salts, acids and related products used by food and
beverage, pharmaceutical, industrial and agricultural end markets.
The company has manufacturing operations in the US, Canada, Mexico,
and China.  Innophos' revenues totaled $813 million in the twelve
months ended September 2015.



ISTAR INC: BlackRock Reports 7.4% Equity Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it
beneficially owns 6,259,120 shares of common stock of Istar Inc.
representing 7.4 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/113qoU

                          About iStar Inc.

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

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

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

                            *     *     *

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

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

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


JACK COOPER: S&P Affirms 'CCC-' Rating on $165MM Sr. Toggle Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
recovery rating on Jack Cooper Holdings Corp.'s $375 million senior
secured notes due 2020 to '4' from '3'.  The '4' recovery rating
indicates S&P's expectation for average recovery (30%-50%; lower
half of the range) of principal in the event of a payment default.
S&P's 'CCC+' issue-level rating on the senior secured notes remains
unchanged.

At the same time, S&P is affirming its 'CCC-' issue-level rating on
the company's $165 million senior unsecured PIK toggle notes due
2019, which were issued through Jack Cooper Enterprises Inc. The
'6' recovery rating is unchanged, indicating S&P's expectation for
minimal recovery (0%-10%) of principal in a payment default
scenario.

S&P's 'CCC+' corporate credit rating and stable outlook on Jack
Cooper Holdings Corp. are unchanged.

"Our corporate credit rating on Jack Cooper reflects the company's
limited customer diversity and its participation in the
capital-intensive, price competitive, and cyclical trucking
sector," said Standard & Poor's credit analyst Michael Durand.
"The company's position as the largest car hauler in the U.S. only
partially offsets these weaknesses." Jack Cooper operates a fleet
of over 2,400 rigs (of an estimated 10,250 rigs in its industry)
and a network of 57 terminals across North America.

The stable outlook reflects S&P's view that Jack Cooper's ongoing
efforts to improve its operating performance will be tempered by
industry volatility and the company's high debt burden.

S&P could lower its ratings on Jack Cooper if the auto industry
experiences a slowdown or operational challenges that cause the
company's earnings to weaken -- threatening its ability to make
interest payments -- or if the company's liquidity becomes
constrained, leading S&P to revise its liquidity assessment to less
than adequate or weak.

S&P considers an upgrade within the next 12 months unlikely, given
the company's highly leveraged financial profile and its aggressive
financial policy.



LAMAR MEDIA: S&P Assigns 'BB-' Rating on $400MM Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Lamar Media Corp.'s proposed $400
million senior unsecured notes due 2026.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%; upper
half of the range) of principal in the event of a payment default.
The issue-level rating is equivalent to S&P's 'BB-' corporate
credit rating on the company.

Lamar Media will use the proceeds to repay a bridge loan that was
put in place to fund its acquisition of a portion of Clear Channel
Outdoor Inc.'s outdoor advertising assets for approximately $460
million.

Pro forma for the debt offering, Lamar Media's adjusted leverage
will increase to about 4.4x from about 4x as of Sept. 30, 2015.
S&P expects adjusted leverage to remain in the low- to mid-4x area,
given its expectation that Lamar Media will return most of its free
cash flow to shareholders in the form of dividends due to its real
estate investment trust (REIT) status--in line with S&P's
"aggressive" financial risk profile assessment.

S&P views Lamar Media's business risk profile as "satisfactory."
S&P's assessment reflects the company's strong position in small to
midsize outdoor advertising markets, its consistently high EBITDA
margin in the low-40% area, and the moderate structural pressure it
faces, compared to various other media, due to less competition
from online advertising.  Lamar Media is the third-largest U.S.
outdoor advertising company, based on the number of displays, which
confers operating efficiency and a degree of business
diversification.

The stable rating outlook reflects S&P's expectation that Lamar
Media will maintain fully adjusted leverage below 5x with
"adequate" liquidity, based on modest growth in EBITDA over the
next two to three years.

RATINGS LIST

Lamar Media Corp.
Corporate Credit Rating         BB-/Stable/--

New Ratings
Lamar Media Corp.
Senior Unsecured
  $400 million notes due 2026         BB-
   Recovery Rating                    3H



LEHMAN BROTHERS: JPMorgan Settlement Brings $1.49BB for Creditors
-----------------------------------------------------------------
Lehman Brothers Holdings Inc., and the Official Committee of
Unsecured Creditors, through its Litigation Subcommittee, ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement agreement they reached with JPMorgan Chase
Bank, N.A., and other JPMorgan entities to resolve the parties'
avoidance actions and derivative claims objections.

Lehman Brothers Holdings Inc., serves as Plan Administrator under
the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers
Holdings Inc. and Its Affiliated Debtors.  LBHI entered into the
JPMorgan settlement on behalf of itself, Lehman Brothers Special
Financing Inc., Lehman Brothers Commercial Corp., and Lehman
Brothers Commodity Services Inc.

The JPMorgan Parties are JPMCB, J.P. Morgan Markets Limited (f/k/a
Bear Stearns International Limited); J.P. Morgan Securities plc
(f/k/a J.P. Morgan Securities Ltd.); J.P. Morgan Ventures Energy
Corporation; JPMorgan Chase & Co.; J.P. Morgan Dublin plc (f/k/a
J.P. Morgan Bank Dublin plc); Bear Stearns Credit Products Inc.;
and Bear Stearns Forex Inc.

The Settlement Agreement finally resolves two of the three major
pieces of litigation pending against JPMorgan in exchange for a
cash payment of $1.42 billion and the Lehman Parties' agreement to
withdraw those challenges:

     -- the proceeding styled Lehman Brothers Holdings Inc. v.
        JPMorgan Chase Bank, N.A. (In re Lehman Bros. Holdings
        Inc.), Adv. Proc. 10-03266 (SCC) (Bankr. S.D.N.Y.), which
        was removed to the United States District Court for the
        Southern District of New York in 2014, Case No. 11 Civ.
        6760 (RJS) (S.D.N.Y.); and

     -- the Derivatives Objections, which refer to the so-called
        Derivatives Action, the WaMu Derivatives Action and the
        LBF/LBI Derivatives Action.

The Settlement will enable additional creditor distributions of
approximately $1.496 billion.

Since the inception of the Lehman Brothers' chapter 11 cases, the
estates have dedicated considerable resources and energy to
reviewing myriad complex relationships among Lehman and JPMorgan --
far and away its largest creditor -- and prosecuting and defending
claims arising from those relationships. In addition to initiating
the Avoidance Action challenging certain prepetition collateral and
parent-level guarantees that JPMorgan obtained from LBHI (which
sought, among other things, the return to LBHI of cash collateral),
the estates have prosecuted objections to JPMorgan's claims against
LBHI and its debtor-affiliates, including clearing-related claims
(approximately $6.3 billion) and derivatives claims (approximately
$2.3 billion).

The salient terms of the Settlement Agreement are:

     (A) Avoidance Action

         LBHI and JPMCB will dismiss with prejudice their
         respective claims and counterclaims that are the subject
         of that litigation, including any potential constructive
         fraudulent conveyance claims that were or could be
         asserted by individual creditors -- SLCFC Claims. The
         Parties' agreement to toll the applicable statutes of
         limitation relating to the SLCFC Claims shall be
         terminated. JPMCB will release its counterclaims,
         including its post-petition fraudulent inducement claim
         and purportedly secured indemnification claim, which
         indemnification claim has been asserted in a substantial
         amount

     (B) Cash Payment

         JPMCB will return to LBHI for the benefit of LBHI and
         its subsidiaries cash totaling $1.420 billion that JPMCB
         provisionally applied pursuant to the Collateral
         Disposition Agreement dated March 16, 2010.  LBHI will
         also receive the right to withdraw its Debtor Deposit,
         as that term is defined in the CDA, currently totaling
         approximately $76 million.  As a result, LBHI will be
         able to make $1.496 billion cash available for
         distribution to creditors in accordance with the terms
         of the Plan.

     (C) Derivatives Objections

         The JPMorgan Parties' Derivatives Claims will be reduced
         from their asserted amounts to amounts determined by the
         Plan Administrator in accordance with the Plan.  Under
         the CDA, in consideration of the cash payments that LBHI
         made to JPMorgan to provisionally satisfy JPMorgan's
         claims against Lehman Brothers Inc. and other
         subsidiaries of LBHI, LBHI subrogated to JPMorgan's
         claims against LBI and the other subsidiaries of LBHI—
         including with respect to the Derivatives Claims of the
         JPMorgan Parties against the Lehman Parties that will be
         resolved pursuant to the Settlement Agreement.

         The Derivatives Claim JPMCB originally asserted against
         LBSF (a portion of Claim No. 66455) will be reduced and
         allowed in the amount of $566,506,000.

         With respect to the remaining claims that are the
         subject of the Derivatives Action, the LBF/LBI
         Derivatives Action, and the WaMu Derivatives Action,
         those claims will be assigned to certain of the Lehman
         Parties on a final basis and reconciled in amounts set
         forth in a joint instruction letter submitted to Epiq
         Systems Inc., Lehman's claims agent. Each of these
         allowed amounts will be less than $200 million.

     (D) Settled True-Up Obligations

         The Parties will release true-up obligations provided
         for in the CDA (owed to each other on an aggregate basis
         in approximately equivalent amounts), including: the
         Letter Agreement True-Up Obligations, the LBI
         Settlement True-Up Obligations, the WaMu True-Up
         Obligations, the WaMu Re-transfer Obligations, and the
         Derivatives True-Up Obligations.  In connection with
         the settlement of the true-up obligations, LBHI's and
         JPMCB's obligations to post deposits to secure their
         respective obligations are released.

     (E) Disputes and Claims Excluded From Settlement Agreement

         Certain disputes are not covered by the Settlement
         Agreement (and the Parties' rights with respect to those
         disputes are reserved), i.e.: (i) the Tassimo Action
         challenging JPMCB's Clearing Claims (i.e., claims
         purportedly incurred by JPMCB as the main clearing bank
         and tri-party repo custodian for LBI), (ii) the Other
         Objections, including the 492nd Omnibus Objection and
         the Securities Lending Objection, (iii) the LBSF Action,
         (iv) the Non CDA Claims, and (v) all of the Parties'
         ongoing obligations under the CDA (except for those
         expressly released or waived in the Settlement
         Agreement, i.e., the Settled True-up Obligations). There
         will be no further Actions commenced by the Lehman
         Parties or the Committee or its members against any of
         the JPMorgan Parties (other than any Action in the LBSF
         Action to the extent permitted under existing agreements
         among the relevant Parties), including that there will
         be no further objections to the JPMorgan Parties' claims
         in the Chapter 11 Cases, other than those claims already
         objected to in the Excluded Actions and any further
         Actions are released and waived.

A hearing to approve the Settlement Agreement is set for Feb. 8 at
10:00 a.m.  Objections are due Feb. 2.

Counsel for Lehman Brothers Holdings Inc.:

     Joseph D. Pizzurro, Esq.
     Michael J. Moscato, Esq.
     Peter J. Behmke, Esq.
     CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
     101 Park Avenue
     New York, NY 10178
     Telephone: (212) 696-6000

Counsel for the Official Committee of Unsecured Creditors:

     Susheel Kirpalani, Esq.
     Andrew J. Rossman, Esq.
     James C. Tecce, Esq.
     Tyler G. Whitmer, Esq.
     QUINN EMANUEL URQUHART & SULLIVAN, LLP
     51 Madison Avenue, 22nd Floor
     New York, NY 10010
     Telephone: (212) 849-7000

Counsel for JPMorgan Chase Bank, N.A.:

     Paul Vizcarrondo, Jr., Esq.
     WACHTELL, LIPTON, ROSEN & KATZ
     51 West 52nd Street
     New York, NY 10019
     Telephone: (212) 403-1000

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/--         
was the fourth largest investment bank in the United States.  
For more than 150 years, Lehman Brothers has been a leader in
the global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.  
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

                          *     *     *

In October 2015, Lehman made its eighth distribution to creditors,
bringing Lehman's total distributions to unsecured creditors to
approximately $105.4 billion including (1) $77.2 billion of
payments on account of third-party claims, which includes
non-controlled affiliate claims and (2) $28.2 billion of payments
among the Lehman Debtors and their controlled affiliates.

As of September 2015, the trustee in charge of LBI has returned
around $7.65 billion to the defunct brokerage's unsecured
creditors, a recovery of about 35 cents on the dollar.


LEIDOS HOLDINGS: Moody's Affirms Ba1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Leidos
Holdings, Inc., including the Ba1 Corporate Family Rating,
following the company's definitive agreement to combine with
Lockheed Martin's Information Systems & Global Solutions (IS&GS)
business, in a transaction that values IS&GS at about $5 billion.
The rating outlook remains Negative.

RATINGS RATIONALE

The affirmation for the CFR at Ba1 factors in Moody's view of
better competitiveness from the planned business combination and an
environment for defense services contractors that has improved with
stability and better visibility in the US defense outlays.

While the merger will be leveraging for Leidos, funding for the
transaction's $5 billion value will be about split between debt and
equity. Moody's notes that Leidos also plans to repay about $800
million to $900 million of the incremental $2.5 billion of new
borrowing by the end of 2018. Credit metrics will be somewhat
elevated for the rating level through 2017, until debt prepayments
and planned cost reductions occur and deleveraging is anticipated.

Moody's also notes that Leidos made considerable progress during
2015 with backlog growth and better results achieved at its Health
& Engineering segment (albeit still unprofitable); debt reduction
and cash growth occurred during the year. These developments added
financial capacity for the merger, and are reflected in the rating
affirmation.

The rating outlook is Negative as flexibility for performance error
will be low. There are several downside risks of the transaction,
notably: 1) the significant integration challenge of merging two
equally sized businesses and, 2) efficiently seeking the new
business development opportunities while that merger is underway.
Further, Moody's believes that the bank debt that Leidos plans as
acquisition financing will probably be secured. However, not all of
the company's existing unsecured bonds include provisions to
provide for security in all circumstances. As a result, certain of
the Leidos bonds (specifically, the Leidos, Inc. notes of 7.13% due
2032 and 5.50% due 2033) could become effectively subordinated
following the issuance of secured debt, pressuring the respective
ratings of those instruments down even if the CFR continues at
Ba1.

Downward rating pressure could occur if Moody's expects debt/EBITDA
above the mid 3x level or free cash flow/debt below 20% by the end
of 2017. Given the integration issues, a good liquidity profile is
anticipated, and weaker liquidity or increased shareholder returns
could pressure the ratings down as well.

Upward rating movement, currently unanticipated, would depend on
healthy backlog growth, debt/EBITDA sustained at or below 2.5x,
free cash flow to debt in excess of 30%, and a good liquidity
profile.

Leidos Holdings, Inc., is a defense/intelligence, engineering, and
health services provider. Moody's expects revenue for 2015 of
around $4.9 billion.

Outlook Actions:

  -- Issuer: Leidos Holdings, Inc.

  -- Outlook, Remains Negative

  -- Issuer: Leidos, Inc

  -- Outlook, Remains Negative

Affirmations:

  -- Issuer: Leidos Holdings, Inc.

  --  Probability of Default Rating, Affirmed Ba1-PD

  --  Corporate Family Rating, Affirmed Ba1

  -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba1 (LGD4)

  -- Issuer: Leidos, Inc

  -- Backed Senior Unsecured Regular Bond/Debentures, Affirmed Ba1

     (LGD4)



LIQUID HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                     Case No.
       ------                                     --------
       Liquid Holdings Group, Inc.                16-10202
          fka Liquid Holdings Group, LLC
       111 River Street, Suite 1204
       Hoboken, NJ 07030

       Liquid Prime Holdings, LLC               16-10203  

Nature of Business: Liquid Holdings Group, Inc. is a SaaS provider
                    of investment management solutions to the buy
                    side.  The Liquid platform combines multi-
                    asset order, execution and risk management
                    with shadow NAV and investor reporting
                    capabilities.

Chapter 11 Petition Date: January 27, 2016

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

Debtors' Counsel: Victoria A. Guilfoyle, Esq.
                  BLANK ROME LLP
                  1201 Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: 302-425-6404
                  Fax: 302-425-6464
                  Email: guilfoyle@blankrome.com

Debtors'          CARL MARKS ADVISORY GROUP LLC
Financial
Advisor:

Debtors'          SENAHILL PARTNERS LP
Investment
Banker:

Total Assets: $5.56 million

Total Liabilities: $1.48 million

The petition was signed by Peter Kent, chief executive officer.

A list of Liquid Holdings Group's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/deb16-10202.pdf


LIQUIDMETAL TECHNOLOGIES: Barney Visser Holds 5.7% of CL-A Shares
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Barney D. Visser, Furniture Row, LLC, and Visser
Precision Cast, LLC disclosed that as of Jan. 21, 2016, they
beneficially own 28,184,635 shares of Class A common stock of
Liquidmetal Technologies, Inc., representing 5.7 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/fzCgjV

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal Technologies reported a net loss and comprehensive loss
of of $6.55 million on $603,000 of total revenues for the year
ended Dec. 31, 2014, compared to a net loss and comprehensive loss
of $14.2 million on $1.02 million of total revenue in 2013.

As of Sept. 30, 2015, the Company had $9 million in total assets,
$3.44 million in total liabilities and $5.56 million in total
stockholders' equity.

SingerLewak LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company has suffered recurring losses from
operations, has negative cash flows from operations and has an
accumulated deficit.  This raises substantial doubt about the
Company's ability to continue as a going concern.


LYONDELL CHEMICAL: Bid to Recover Toe-Hold Payments Junked
----------------------------------------------------------
Edward S. Weisfelner, the trustee of the LB Litigation Trust,
asserts a total of 21 claims against defendants Leonard Blavatnik,
et al., in an adversary proceeding.  The 21 claims variously charge
breaches of fiduciary duty; the aiding and abetting of those
alleged breaches; intentional and constructive fraudulent
conveyances, unlawful dividends, and a host of additional bases for
recovery under state law, the Bankruptcy Code, and the laws of
Luxembourg, under which several of the Basell entities were
organized.  The Complaint also seeks to equitably subordinate the
defendants' claims that might otherwise be allowed.

The Trustee's Complaint, in turn, engendered a large number of
motions to dismiss. This is one of several opinions ruling on those
motions -- here relating to Counts 2, 6, 7, 14 and 18:

   -- Count 2 seeks the avoidance and recovery from Nell Limited,
AI Chemical Investments LLC and Blavatnik of certain Toe-Hold
payments made by Basell Funding S.a.r.l. and LyondellBasell Finance
Company as intentional fraudulent conveyances.

   -- Count 6 is a claim for mismanagement and breach of duty under
Luxembourg law against Blavatnik;

   -- Count 7 is a tort claim under Luxembourg law against
Blavatnik, Alan Bigman, Philip Kassin, Lincoln Benet and the legal
representative of the estate of Richard Floor;

   -- Count 14 is a claim for unlawful distribution and
extra-contractual tort under Luxembourg law against Blavatnik,
Bigman, Kassin, Floor, BI S.a.r.l., Alex Blavatnik and Peter
Thoren; and

   -- Count 18 is a claim for aiding and abetting breach of
fiduciary duty under Luxembourg law and applicable state law
against Nell, Access Industries Holdings LLC, Access Industries,
Inc., AI International S.a.r.l. and AI Chemical.

The Defendants move to dismiss for failure to state a claim on
which relief can be granted as to Counts 2, 7, 14 and 18, as well
as for forum non conveniens as to Counts 6, 7, 14 and 18.
Alternatively, select defendants also move for a more definite
re-statement of Count 18.

In a Decision and Order dated January 4, 2016, which is available
at http://is.gd/UkvRyhfrom Leagle.com, Judge Robert E. Gerber of
the United States Bankruptcy Court for the Southern District of New
York:

   (1) Granted the motions to dismiss Count 2 for intentional
fraudulent conveyance under applicable state law and the Bankruptcy
Code;

   (2) Granted the motions to dismiss Count 7, but with leave for
the Trustee to replead;

   (3) Denied the motions to dismiss Counts 14, with leave to renew
such motions following the submission of supplemental analysis by
experts on Luxembourg law;

   (4) Granted the defendants' motion for a more definite statement
under Rule 12(e), and granted the motions to dismiss Count 18 to
the extent any claims for aiding and abetting breach of fiduciary
duty rest under (i) Luxembourg law, and (ii) Texas law against
Nell, Access Industries and AI International; and

   (5) Denied the motion to dismiss Counts 6, 7, 14, and 18 under
the doctrine of forum non conveniens.

The adversary proceeding is EDWARD S. WEISFELNER, AS LITIGATION
TRUSTEE OF THE LB LITIGATION TRUST, Plaintiff, v. LEONARD
BLAVATNIK, et al., Defendants, Adversary Proceeding No. 09-1375
(REG)(Bankr. S.D.N.Y.).

The bankruptcy case is In re: LYONDELL CHEMICAL COMPANY, et al.,
Chapter 11 Debtors, No. 09-10023 (REG) (Jointly Administered)
(Bankr. S.D.N.Y.).

Edward S. Weisfelner, as Litigation Trustee of the LB Litigation
Trust, Plaintiff, is represented by Sigmund S. Wissner-Gross,  Esq.
-- swissnergross@brownrudnick.com -- Brown Rudnick, LLP.

Blavatnik, Defendant, is represented by Nicholas Calamari, Esq. --
1/0 Capital, LLC, Benjamin Finestone, Esq. --
benjaminfinestone@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Whitman L. Holt, Esq. -- wholt@ktbslaw.com -- Klee,
Tuchin, Bogdanoff & Stern LLP, Susheel Kirpalani, Esq. --
susheelkirpalani@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan LLP, Rex Lee, Esq. -- rex.lee@quinnemanuel.com -- Quinn
Emanuel Urquhart Oliver & Hedges, LLP, Frances S. Lewis, Esq. --
frances.lewis@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Andrew J. Rossman, Esq. --
andrew.rossman@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Alex J.B. Rossmiller, Esq. --
alex.rossmiller@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, Sarah L Rubin, Esq. -- Barrasso Usdin Kupperman Freeman &
Sarver, L.L.C., Katherine Scherling, Esq. --
katherine.scherling@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Richard I. Werder, Esq. --
richard.werder@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan LLP.

                          Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MAGNOLIA LANE: Loss, Deficit Raise Going Concern Doubt
------------------------------------------------------
Magnolia Lane Income Fund reported a net loss - attributable to
common shareholders of $89,695 for the three months ended October
31, 2015, compared with a net loss - attributable to common
shareholders of $51,729 for the same period in 2014.

As reflected in the consolidated financial statements, the company
had an accumulated deficit of $640,024 and cash used in operations
of $51,043.  

"These conditions raise substantial doubt about its ability to
continue as a going concern," related Brian Woodland, president and
chief financial officer of the company, in a regulatory filing with
the U.S. Securities and Exchange Commission on December 21, 2015.

"The ability of the company to continue as a going concern is
dependent upon the company's ability to further implement its
business plan and generate sufficient revenues.  Management
believes that the actions presently being taken to further
implement its business plan and generate revenues provide the
opportunity for the company to continue as a going concern."

At October 31, 2015, the company had total assets of $3,462,324,
total liabilities of $3,353,627 and total stockholders' equity of
$108,697.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/gtpunh9

Topsfield, Massachusetts-based Magnolia Lane Income Fund was
originally formed to commence business as a stock agent in the wool
trade.  The company did not commence business operations and on May
13, 2013, upon the change of control, it changed its business to a
business plan that is focused on managing real property.
Specifically, the company intended to acquire real estate in small
markets with high degrees of safety to provide income streams to
its shareholders.  In addition, the company will develop property,
syndicate, manage and acquire property for capital appreciation.
In connection with this change of control and change of business,
the company has conducted a name change and reverse stock split.
As of October 31, 2015, the company, through its subsidiaries,
owned three real properties located at 7 Grove Street, Topsfield,
Ma 01983, 58 Main Street, Topsfield, Ma 01983, and 6 Park St.,
Topsfield, MA 01983.



MAGNUM HUNTER: Seeks to Assume Restructuring Support Agreement
--------------------------------------------------------------
Magnum Hunter Resources Corporation, et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to assume
the restructuring support agreement, dated as of December 15, 2015,
with certain Bridge Financing Lenders, Second Lien Lenders,
Noteholders and DIP Lenders.

The Restructuring Support Agreement contemplates consummation of a
chapter 11 plan of reorganization that provides for the conversion
of substantially all of the Debtors' prepetition funded debt
obligations into newly-issued common equity of reorganized MHRC,
which eliminates virtually all future interest burden.  Under the
Restructuring Support Agreement, the DIP Facility will also convert
into New Common Equity and general unsecured claimants are
expected to receive a significant cash recovery.  In addition, all
of the existing equity interests in MHRC will be cancelled.  

The Term Sheet attached to the Restructuring Support Agreement
contains the following material terms:

   * Certain Second Lien Lenders and Noteholders will backstop the
     DIP Facility, a $200 million multi-draw term-loan with the
     proceeds to be used for general corporate purposes, to fund
     administration of the Debtors' chapter 11 cases, and to repay
     the Bridge Financing Facility;

   * The Bridge Financing Lenders will receive payment in full
     from the proceeds of the DIP Facility (upon final approval of
     the DIP Facility);

   * The DIP Lenders will receive on account of their claims their
     pro rata share of 28.80% of the New Common Equity, subject to
     dilution on account of the Management Incentive Plan;

   * The Second Lien Lenders will receive on account of their
     claims their pro rata share of 36.87% of the New Common
     Equity subject to dilution on account of the Management
     Incentive Plan;

   * The Noteholders will receive on account of their claims their
     pro rata share of 31.33% of the New Common Equity subject to
     dilution on account of the Management Incentive Plan;

   * The Real Estate and Equipment Notes will be reinstated;

   * General Unsecured Creditors will receive a projected blended
     cash recovery of approximately 80% of the total amount of  
     General Unsecured Claims;

   * All existing equity interests in MHRC, including the
     Preferred Equity, will be cancelled;

   * Certain issues among the Debtors, the Second Lien Lenders,
     and the Noteholders will be settled pursuant to the Plan;

   * The Plan will contain customary release and exculpation
     provisions, including releases of certain third parties; and

   * As a condition precedent to emergence, the Debtors will pay
     "[a]ll of the Backstoppers' reasonable and documented
     professional fees (including legal and financial and any
     other special advisors retained by the Ad Hoc Group of Second
     Lien Lenders and the Ad Hoc Group of Unsecured Noteholders
     either before or during the Chapter 11 Cases) and
     out-of-pocket expenses incurred in connection with the
     Restructuring or any other matter in connection thereto,
     including, without limitation, those fees and expenses
     incurred during the Chapter 11 Cases."

The RSA intended to facilitate the expeditious resolution of the
Chapter 11 cases and provides that the RSA Parties may terminate
the RSA in the event that the Debtors do not meet the Milestones.
The Milestones contemplate the following timeline:

   * no later than February 12, 2016, (i) the Court will have
     entered (x) an order approving the Disclosure Statement and
     (y) an order authorizing the assumption of the Restructuring
     Support Agreement; and (ii) no later than four days after
     entry of the order approving the Disclosure Statement, the
     Debtors will have commenced solicitation on the Plan;

   * no later than March 28, 2016, the Court will have commenced
     the Confirmation Hearing on the Plan;

   * no later than April 1, 2016, the Court will have entered an
     order confirming the Plan; and

   * no later than April 15, 2016, the Debtors will have
     consummated the transactions contemplated by the Plan.

The RSA is supported by creditors holding substantially all of the
Debtors' first lien debt, approximately 66.5% in principal amount
of the Debtors' second lien debt, and approximately 79% in
principal amount of the Debtors' senior unsecured notes.

The Debtors are represented by Laura Davis Jones, Esq., Colin R.
Robinson, Esq., and Joseph M. Mulvihill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware; and Edward O. Sassower,
P.C., Esq., and Brian E. Schartz, Esq., at Kirkland & Ellis LLP and
Kirkland & Ellis International LLP, in New York; and James H.M.
Sprayregen, P.C., Esq., Justin R. Bernbrock, Esq., and Alexandra
Schwarzman, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, in Chicago, Illinois.

                  About Magnum Hunter Resources

Irving, Texas-based Magnum Hunter Resources Corporation, an oil and
gas company that primarily engaged, through its subsidiaries, in
the acquisition, development, and production of oil and natural gas
reserves in the United States, said these macroeconomic factors,
coupled with the their substantial debt obligations and natural gas
gathering and transportation costs, strained their ability to
sustain the weight of their capital structure and devote the
capital necessary to maintain and grow their businesses.  MHRC's
total number of drilling rigs in operation in the United States is
just 38 percent of the number of rigs that were in operation just
one year ago.

Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015.  The petition was signed by Gary
C. Evans, the chairman and CEO.

The Debtors have engaged Kirkland & Ellis, LLP as their general
counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC, as restructuring advisor, and Prime Clerk, LLC as notice,
claims and balloting agent.


MANITOWOC CO: S&P Lowers CCR to 'B+' & Rates $250MM Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Wisconsin-based crane manufacturer
Manitowoc Co. Inc. to 'B+' from 'BB-'.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's proposed $250 million senior
secured second-lien notes due 2024.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%; lower half of
the range) recovery in the event of a payment default.

S&P expects Manitowoc to use the proceeds from the spin-off
transaction, along with a $1.3 billion dividend from Manitowoc
Foodservice Inc., to repay its existing debt and related fees and
expenses.

"The downgrade follows Manitowoc Co. Inc.'s nearly completed
spin-off of its food service equipment manufacturing business,"
said Standard & Poor's credit analyst Jaissy Lorenzo.  "The food
service business previously helped to offset some of the
cyclicality inherent in the company's cranes segment and provided
it with some diversification."  The remaining company's exposure to
highly cyclical and competitive end markets and its limited size
and scope increase its vulnerability to economic downturns. In
addition, the company has moderate customer concentration.
Therefore, S&P has revised its assessment of Manitowoc's business
risk profile to weak from fair.

The stable outlook reflects S&P's expectation that significant
declines in the company's operating performance, caused by the
stronger dollar and softness in the oil and gas sector and the
emerging markets, will be partially offset by restructuring
initiatives.  S&P expects Manitowoc Co. Inc.'s margins to improve
to the mid-to-high single digit percent area while it maintains a
debt-to-EBITDA metric of less than 5x over the next 12 months
because of the recent cost-reduction initiatives that management
implemented in response to the weak operating environment.

S&P could lower its ratings on Manitowoc if management's
restructuring initiatives do not improve its operating performance
as expected, causing the company's credit measures to remain
significantly weaker for a sustained period--for instance, a total
debt-to-EBITDA metric of greater than 5x.  S&P could also lower the
ratings if a weaker operating performance or debt-financed
activities lead to the same result.

Although less likely in the near term, S&P could raise its rating
on Manitowoc Co. if the company can enter into a period of
sustained margin improvement such that the company's adjusted total
debt-to-EBITDA metric decreases below 3x under good market
conditions to provide it with a cushion during cyclical downturns.
If the company can improve and sustain its margins, this would also
benefit its business risk profile.



MANITOWOC FOODSERVICE: S&P Assigns 'B+' CCR, Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' corporate credit rating to Manitowoc Foodservice Inc.  The
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to Manitowoc Foodservice's proposed $1.225 billion
senior secured credit facilities, which comprise a $250 million
senior secured revolving credit facility due 2021 and a $975
million senior secured term loan B due 2024.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%; lower
half of the range) recovery in the event of a payment default.

Additionally, S&P assigned its 'B' issue-level rating and '5'
recovery rating to Manitowoc Foodservice's proposed $425 million
senior notes due 2024.  The '5' recovery rating indicates S&P's
expectation of modest (10%-30%; lower half of the range) recovery
in the event of a payment default.

The company will use the proceeds from these notes primarily to
fund a $1.3 billion dividend to Manitowoc Co. Inc. and pay related
fees and expenses.

"Manitowoc Foodservice operates in cyclical and fragmented end
markets, including restaurants (nearly 70% of sales), travel and
leisure (11%), retail (6%), education (5%), health care (5%), and
other markets," said Standard & Poor's credit analyst Jaissy
Lorenzo.  "The company has fair product, geographic, and end-market
diversity and moderate customer concentration."  Partially
offsetting these factors are the company's strong market positions
in some of its key product lines, its primarily replacement-driven
demand, and its modest proportion of aftermarket revenues.

The stable outlook reflects S&P's expectation that weak demand from
large chain restaurants in Asia and headwinds from a stronger
dollar, coupled with the sale of the company's KPS business, will
be partially offset by improving conditions in the North American
restaurant markets.  S&P expects that Manitowoc Foodservice will
improve its margins to the high-teen percent range and gradually
reduce its debt-to-EBITDA metric below 6x over the next 12 months
because of the recent cost-reduction initiatives it implemented in
response to the soft operating environment.

S&P could lower its ratings on Manitowoc if a weak operating
performance or debt-financed activities caused the company's credit
measures to weaken significantly for a sustained period--for
instance, if the company's total debt-to-EBITDA metric will likely
remain well above 6x.

Although less likely in the near term, S&P could raise its ratings
on Manitowoc Foodservice if its operating performance improves such
that the company's adjusted total debt-to-EBITDA metric decreases
below 5x and S&P expects it to remain there.  S&P would also expect
the company to adhere to a financial policy that would support its
improved credit measures.



MB VENTURES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MB Ventures - Parker, LLC
        12450 South Parker Road
        PO Box 1198
        Parker, CO 80134

Case No.: 16-10654

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 27, 2016

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

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Robert Padjen, Esq.
                  LAUFER AND PADJEN LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: 303-830-3173
                  Email: rp@jlrplaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Evert W. Mellema, manager.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob16-10654.pdf


MERRIMACK PHARMACEUTICALS: BlackRock Holds 7.6% Stake as of Dec. 31
-------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2015, it
beneficially owns 8,823,227 shares of common stock of Merrimack
Pharmaceuticals Inc. representing 7.6 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/XVpJ99

                         About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $83.6 million on $103 million of
collaboration revenues for the year ended Dec. 31, 2014, compared
with a net loss of $131 million on $47.8 million of collaboration
revenues during the prior year.

As of Sept. 30, 2015, the Company had $103 million in total assets,
$243 million in total liabilities, $481,000 in non-controlling
interest and a $141.14 million total stockholders' deficit.


MICHAEL KING FOUNDATION: Proposes Motschenbacher as Counsel
-----------------------------------------------------------
The Michael King Smith Foundation seeks authority from the
Bankruptcy Court to employ Motschenbacher & Blattner, LLP
as its general bankruptcy counsel.

The Debtor proposes to engage M&B for purposes of (i) consulting
with it concerning the administration of the case, (ii) advising it
with regard to its rights, powers and duties as a debtor-in-
possession, (iii) investigating and, if appropriate, prosecuting on
behalf of the estate claims and causes of action belonging to the
estate, (iv) advising it concerning alternatives for restructuring
its debts and financial affairs pursuant to a plan or, if
appropriate, liquidating its assets, and (v) preparing the
bankruptcy schedules, statements and lists required to be filed by
the Debtor under the Bankruptcy Code and applicable procedural
rules.

The current hourly rates for those persons presently designated to
work on this case are as follows:

    Name                           Status            Hourly Rate
    ----                      --------------        -----------
    Nicholas J. Henderson         Partner                $350
    Alex C. Trauman               Partner                $300
    Jeremy Tolchin               Associate               $275
    Troy G. Sexton               Associate               $250
    Christopher Sturgeon      Legal Assistant            $150

M&B received from the Debtor a retainer of $10,000 on Sept. 29,
2015.

To the best knowledge of the Debtor, M&B is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and does not represent or hold any interest adverse to the
interests of the estate or of any class of creditors or equity
security holders.

M&B disclosed that it represents Evergreen Vintage Aircraft, Inc.,
in Bankruptcy Case No. 14-36770-rld11, pending in the U.S.
Bankruptcy Court for the District of Oregon.  Evergreen Vintage
Aircraft, Inc. is not technically an "affiliate" as defined in 11
U.S.C. sec. 101(2), but is listed in an abundance of caution as it
either exercise control over the Debtor, or it and the Debtor have
common control entities, and such disclosure may aid the court and
creditors.  Evergreen Vintage Aircraft, Inc. owes M&B in excess of
$165,000.

                        About Michael King

The Michael King Smith Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 16-30233) on Jan. 26, 2016.
The petition was signed by Lisa Anderson as trustee.  The Debtor
estimated assets in the range of $100 million to $500 million and
liabilities of $1 million to $10 million.  Motschenbacher &
Blattner, LLP serves as the Debtor's counsel.  Judge Randall L.
Dunn is assigned to the case.

The Debtor is a tax exempt business trust that was established on
Nov. 15, 2006.  The Debtor owns real and personal property located
in McMinnville, Oregon.  The Debtor's assets include the real
property and improvements that comprise a portion of the

Evergreen Aviation and Space Museum located in McMinnville, Oregon.
The Debtor's assets are primarily leased or on loan to the
Evergreen Aviation and Space Museum.


MINERCO INC: Raises Going Concern Doubt Amid Deficit, et al.
------------------------------------------------------------
During the three months ended October 31, 2015, Minerco, Inc.
has an accumulated deficit of $29,680,299 and revenue of $320,513.


"The continuation of the company as a going concern is dependent
upon the company's continued financial support from its
shareholders, the ability of the company to obtain necessary equity
financing to continue operations, and the attainment of profitable
operations," according to V. Scott Vanis, president, secretary and
principal executive officer, and Sam J. Messina III, principal
financial officer and treasurer of the company in a regulatory
filing with the U.S. Securities and Exchange Commission on December
21, 2015.

"These factors raise substantial doubt regarding the company's
ability to continue as a going concern."

Messrs. Vanis and Messina elaborated: "The company intends to fund
operations through revenue from operations and equity and debt
financing arrangements, which may be insufficient to fund its
capital expenditures, working capital and other cash requirements
for the year ending July 31, 2016.

"As a new competitor in the beverage line of business, there can be
no assurance we will generate any significant revenue from the sale
of any such products and our future cash needs vary from those
estimated.  Accordingly, we are dependent upon obtaining outside
financing to carry out our operations and pursue any acquisition
and exploration activities.  In addition, we require funds to meet
our current operating needs and to repay certain demand note
obligations and other convertible debt obligations that will mature
shortly.

"We had $281 in cash as of October 31, 2015.  We  intend to raise
the balance of our cash requirements for the next 12 months from
revenues received from Athena Brands, Inc. (Athena), private
placements, shareholder loans or possibly a registered public
offering (either self-underwritten or through a broker-dealer).  If
we are unsuccessful in raising enough money through such efforts,
we may review other financing possibilities such as bank loans.  At
this time we have a three million dollar line of credit with Post
Oak, LLC which has an outstanding balance of $2,075,000, as of
October 31, 2015, but there is no guarantee that any additional
financing will be available to us or if available, on terms that
will be acceptable to us.  We intend to negotiate with our
management and any consultants we may hire to pay parts of their
salaries and fees with stock and stock options instead of cash.  
If we are unable to obtain the necessary additional financing, then
we plan to reduce the amounts spent on our acquisition and
development activities and our general and administrative expenses
so as not to exceed the amount of capital resources that are
available to us.  Specifically, we anticipate deferring
development, expansion and certain acquisitions pending the receipt
of additional financing.  Still, if we do not secure additional
financing, our current cash reserves and working capital will be
not be sufficient to enable us to sustain our operations for the
next 12 months unless revenue increases dramatically, even if the
company does decide to scale back its operations."

At October 31, 2015, the company had total assets of $1,595,551,
total liabilities of $6,500,834 and total stockholders' deficit of
$4,905,283.

Moreover, the company incurred a net loss of $1,535,103 during the
three months ended October 31, 2015, compared to a net loss of
$262,007 during the same period in fiscal 2014.  The increase in
the company's net loss during the three months ended October 31,
2015 was primarily due to the launch of several major key retailers
during the quarter and due to an increase in infrastructure for its
beverage business.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hoa7tq4

Since 2012, Houston-based Minerco, Inc.'s primary focus has been on
its subsidiary Athena Brands, Inc. (Athena), formerly Level 5
Beverage Company, Inc., and its functional beverage business.
Athena has developed or acquired exclusive rights to four separate
and distinct brands: VitaminFIZZ(R), Vitamin Creamer(R), COFFEE
BOOST and The Herbal Collection(TM), and The Herbal Collection has
been transferred and assigned from Athena to the company.  



MIRION TECHNOLOGIES: S&P Revises Outlook to Neg. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on San Ramon, Calif.-based Mirion Technologies Inc. to
negative from stable and affirmed its 'B' corporate credit rating
on the company.

At the same time, S&P affirmed its 'B' issue-level rating on Mirion
Technologies (Finance) LLC and Mirion Technologies Inc.'s
first-lien credit facility.  The '3' recovery rating remains
unchanged, indicating S&P's expectation of meaningful (50%-70%;
lower half of the range) recovery in the event of a payment
default.

S&P also affirmed its 'B-' issue-level rating on the company's $65
million second-lien term loan.  The '5' recovery rating is
unchanged, indicating S&P's expectation of modest (10%-30%; lower
half of the range) recovery in the event of a payment default.

"The affirmation reflects our view that Mirion's leading position
in the niche radiation detection, monitoring, and services market,
coupled with the company's long-term revenue visibility, will
enable it to restore its credit measures to levels that support our
current rating by 2017," said Standard & Poor's credit analyst
Tyrell Peebles.  The negative outlook indicates the potential that
S&P could lower its rating on the company if its credit measures do
not improve as it forecasts in 2016 -- suggesting that it will be
even more difficult for Mirion to restore its credit measures in
2017.  S&P now expects that the company's debt-to-EBITDA ratio,
which currently exceeds 6.5x (excluding the impact of the FX
headwinds), will remain above 6x through 2017.  The company's
current leverage levels highlight the risk that it faces from its
high seasonality and the potential project deferrals that are
typical in the nuclear power end market, which accounted for
approximately 70% of Mirion's 2015 revenue.  Furthermore, S&P
expects the company to generate slightly negative free cash flow in
2016 because of S&P's increased capital expenditure (Capex)
estimates, which are in line with management's guidance.

The negative outlook on Mirion Technologies reflects that in S&P's
last review it stated that it would consider downgrading the
company if its adjusted debt-to-EBITDA ratio exceeded 6x for an
extended period.  S&P estimates that Mirion's fiscal-year 2015
adjusted debt-to-EBITDA metric was around 7x (approximately 6.5x on
a currency neutral basis).  Although S&P expects the company to
reduce its leverage to around 6x by fiscal-year 2017, any deviation
from S&P's forecasted revenue growth may result in sustained
leverage above 6.5x.

S&P could lower its ratings on Mirion if a weak operating
performance, most likely driven by steady or increasing project
deferrals, causes its credit measures to remain at their current
levels or deteriorate further, specifically if S&P expects the
company's leverage to exceed 7x for an extended period.

S&P could revise its outlook on Mirion to stable if S&P begins to
see the company's operating performance and credit metrics improve,
likely due to previously deferred projects moving forward, which is
consistent with S&P's forecast.



MOKO SOCIAL: Receives NASDAQ Listing Non-Compliance Notice
----------------------------------------------------------
MOKO Social Media Limited on Jan. 27 disclosed that it received two
letters from The Nasdaq Stock Market on January 25, 2016 indicating
that as a result of the Company's failure to have a minimum (i)
Market Value of Publicly Held Shares ("Public Float") of
$15,000,000, the Company is not in compliance with the Nasdaq
requirements for continued listing set forth in Nasdaq Marketplace
Rule 5450(b)(2)(C), and (ii) bid price of $1.00 ("Bid Price") per
American Depositary Share ("ADS"), the Company is not in compliance
with the Nasdaq requirements for continued listing set forth in
Nasdaq Marketplace Rule 5450(a)(1).

The Company is required to regain compliance with the Public Float
and Bid Price requirements not later than July 25, 2016, otherwise
its ADSs will be subject to delisting from NASDAQ.

MOKO's management is reviewing various options available to the
Company, including regaining compliance and continued listing on
The Nasdaq Global Market and applying for a transfer to The Nasdaq
Capital Market.  If at any time during this grace period the
Company's Public Float exceeds $15,000,000 or its Bid Price exceeds
$1 per ADS, in each case for a minimum of ten consecutive trading
days, Nasdaq will provide the Company with a written confirmation
of compliance with the applicable listing standard.

In October 2015, the Company announced its decision to focus on its
products targeting the high school and college student market.
This was made on the basis that the U.S. student audience is among
the most valuable to brands and advertisers and provides the best
potential for future monetization.  Good progress is being made
with our new strategy and we are hopeful of providing further
positive updates to the market between now and the end of the
current college year.

                 About MOKO Social Media Limited

MOKO Social Media is at the forefront of the next generation in
social media, providing innovative products and content to enable
communities to engage and interact.  MOKO provides tailored content
for high value, niche user groups including students, political
supporters and active lifestyle participants: communities that
share common interests and need to engage regularly and
efficiently.  Within its student space, MOKO is a mobile leading US
college intramural and recreational sports platform.  Agreements
with the largest college and high school sports data providers in
the US grant MOKO exclusive access to provide its award-winning app
REC*IT, and BigTeams powered by REC*IT, to over 1,000 US colleges,
representing approximately 50% of the US college population, and to
over 4,400 US high schools respectively.

MOKO aims to capture its target audiences by becoming their
destination of choice for information and interaction.  It does
this by creating highly relevant and exclusive content, and by
providing the platforms that enable the communities to consume and
share the content seamlessly across devices.  This integrated
approach gives MOKO unique and exclusive exposure to markets that
are highly desired by advertisers and that can be leveraged for
growth and revenue through advertising, sponsorship, social network
distribution and other monetization of the platforms.


MOLYCORP INC: Bloomberg OK'd to Intervene in Hearing on Info Leak
-----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware ruled that the mediation privilege order
issued in the Chapter 11 cases of Molycorp, Inc., et al., is
temporarily stayed pending completion of a hearing on the merits of
the emergency stay motion filed by Bloomberg, L.P., which will
commence on Jan. 22.

Bloomberg, in response to reports of "leaks of sensitive,
non-public information concerning the bidding process and
mediation" in the Chapter 11 cases of the Debtors allegedly
reflected in the news agency's news articles dated December 11,
December 15, and January 5, counsel to the news agency presented to
the Court a proposed "Order Under 11 U.S.C. Section 105(a)
Regarding Protection of Mediation Privilege and Related Matters
Order."  The Court entered the Order, thereby requiring that each
member of a group of more than 120 party representatives and
outside counsel submit by January 19 a sworn declaration regarding
communications about Molycorp that they may have had, or known
about others having, with reporters from Bloomberg in the last 60
days.

Bloomberg sought to intervene for the limited purpose of seeking a
stay, reconsideration, and modification of the Mediation Privilege
Order.  As currently drafted, the Order is overly broad and vague
and therefore unconstitutionally infringes upon, and impermissibly
chills, the First Amendment rights of Bloomberg, any sources it may
have regarding Molycorp, and the public, Jeffrey M. Gorris, Esq.,
at Friendlander & Gorris P.A., in Wilmington, Delaware, told the
Court.

Specifically, Bloomberg sought reconsideration and modification of
the Order, so that it directs the parties who presented it to the
Court to identify (i) what specific information in the three
articles is alleged to violate a court order and (ii) what specific
court order or orders were allegedly violated by the disclosure of
that information, and to afford Bloomberg and any other interested
party the opportunity to address the constitutionally permissible
steps, if any, that the Court should take to address those
concerns.

Pursuant to Rule 2018 of the Federal Rules of Bankruptcy Procedure,
Judge Sontchi authorized Bloomberg to intervene in the Chapter 11
cases solely for the purposes of participating in the hearing.

Bloomberg is represented by:

         Joel Friedlander, Esq.
         Jeffrey M. Gorris, Esq.
         Christopher M. Foulds, Esq.
         Benjamin P. Chapple, Esq.
         FRIEDLANDER & GORRIS P.A.
         1201 N. Market Street, Suite 2200
         Wilmington, DE 19801
         Tel: (302) 573-3500
         Email: jfriedlander@friedlandergorris.com
                jgorris@friedlandergorris.com
                cfoulds@friedlandergorris.com
                bchapple@friedlandergorris.com

            -- and --

         Kevin T. Baine
         Thomas G. Hentoff
         Nicholas G. Gamse
         WILLIAMS & CONNOLLY LLP
         725 Twelfth Street, N.W.
         Washington, DC 20005
         Tel: (202) 434-5000
         Email: kbaine@wc.com
                thentoff@wc.com
                ngamse@wc.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.


MOLYCORP INC: Committee Sues Oaktree Over Overpriced Financing
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Molycorp, Inc., et al., sued Oaktree Capital
Management, L.P., its affiliates and several individuals arising
from an interconnected series of transactions where, the Committee
alleges, Oaktree received outlandishly favorable terms and
plundered the only pockets of value remaining in the Molycorp
Group, in exchange for unconscionably overpriced and insufficient
financing.

According to the Committee, Oaktree's terms were so "outrageous
that its overall internal rate of return (IRR) was 127%."  The
effective interest rate of the Oaktree Transactions violates usury
law applicable to Canadian members of the Molycorp Group, and
possibly local laws applicable to other members incorporated
outside the United States, the Committee alleges.

The Oaktree Transactions were inadequate to meet the Molycorp
Group's considerable liquidity needs, and availability of much of
the loan proceeds was subject to conditions that the parties knew
or should have known the Molycorp Group could never satisfy, the
Committee further alleges.

In their complaint, the Committee raises numerous counts, including
breach of fiduciary duties against Molycorp directors and officers,
aiding and abetting breach of fiduciary duties against Oaktree,
actual fraudulent transfers against Oaktree, constructive
fraudulent transfers against Oaktree, preferential transfer against
Oaktree, and avoidance and recovery of unperfected liens and
security interests against Oaktree.

The Committee is represented by:

         William P. Bowden, Esq.
         Gregory A. Taylor, Esq.
         ASHBY & GEDDES, P.A.
         500 Delaware Avenue, 8th Floor
         P.O. Box 1150
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067
         Email: wbowden@ashby-geddes.com
                gtaylor@ashby-geddes.com

            -- and --

         Luc A. Despins, Esq.
         Kevin C. Logue, Esq.
         James B. Worthington, Esq.
         Marc J. Carmel, Esq.
         PAUL HASTINGS LLP
         Park Avenue Tower
         75 East 55th Street, First Floor
         New York, NY 10022
         Tel: (212) 318-6000
         Email: lucdespins@paulhastings.com
                kevinlogue@paulhastings.com
                jamesworthington@paulhastings.com
                marccarmel@paulhastings.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.


MORNINGSTAR MARKETPLACE: Court OKs Appointment of Ch. 11 Trustee
----------------------------------------------------------------
Before the court is the motion filed by Manufacturers and Traders
Trust Company, as the trustee under a trust indenture for holders
of the York County Industrial Development Authority Mortgage
Revenue Bonds Series 2010, for the appointment of a Chapter 11
trustee in the Chapter 11 case of Morningstar Marketplace, Ltd.

In an Opinion dated January 13, 2016, which is available at
http://is.gd/wnSkqSfrom Leagle.com, Judge Mary D. France of the
United States Bankruptcy Court for the Middle District of
Pennsylvania ruled that it would be in the interest of creditors,
equity holders, and other interests of the estate to appoint a
Chapter 11 trustee.

The case is In re: Morningstar Marketplace, Ltd, Chapter 11,
Debtor. MANUFACTURERS AND TRADERS TRUST CO., as Trustee, Movant, v.
MORNINGSTAR MARKETPLACE, LTD., Respondent, Case No. 1:14-bk-00451
MDF.

Morningstar Marketplace, LTD, A Pennsylvania Limited Partnership,
Debtor, is represented by Adam Gordon Klein, Esq. --
aklein@sasllp.com -- Smigel Anderson and Sacks LLP, Robert L Knupp,
Esq. -- rknupp@sasllp.com -- eSSmigel, Anderson & Sacks.

                 About Morningstar Marketplace

Morningstar Marketplace, LTD, owns a flea market business located
along Route 30 in Jackson Township, York County, Pennsylvania.
Andrew W. Lentz created the Marketplace to serve farmers,
antiquaries and vendors and the general consumer and collector
population within the surrounding area.  Built in 1999, the
Marketplace site consists of 3 side-by-side buildings totaling
51,440 square feet, and two free standing pavilions measuring 30'
by 50' and 50' by 50'.  The site has 190 vendor spaces in its shed
area and 200 outside vendor spaces in the upper parking lot.

Andrew Lentz is the general partner of Morningstar Marketplace,
LTD, and his wife owns the remaining 19%.  Morningstar
Marketplace,
Inc., a related company owned by Mr. Lentz, is the operator of the
site.

Morningstar Marketplace LTD filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014.

The Debtor estimated $100 million to $500 million in assets and
liabilities.

Judge Mary D France presides over the case.  Attorneys at Smigel,
Anderson & Sacks, LLP serve as counsel to the Debtor.


NATIONAL CINEMEDIA: Names S. Schneider Non-Employee Exec. Chairman
------------------------------------------------------------------
The Board of Directors of National CineMedia, Inc. appointed Scott
N. Schneider, currently Chairman of the Company's Board of
Directors, as the non-employee executive chairman of the Board of
Directors of the Company.

The term of his appointment is from Jan. 4, 2016, through the
earliest of (1) Dec. 31, 2016, (2) the death of Mr. Schneider or
(3) the removal of Mr. Schneider from the Board of Directors of the
Company.

In connection with Mr. Schneider's new position, the Company,
National CineMedia, LLC and Mr. Schneider entered into a Director
Service Agreement, dated Jan. 22, 2016, with a term ending at the
end of the Chairmanship Term.  Under the terms of the Director
Service Agreement, the Company will pay Mr. Schneider $675,000 for
his services, $405,000 of which is payable in cash.  The remainder
of the compensation is a grant of restricted stock units of 17,988
shares of Company stock ($270,000 divided by $15.01, the closing
price of the Company's common stock on January 20, 2016). This RSU
award vests in full on Jan. 20, 2017.  This compensation to Mr.
Schneider is in lieu of other Board of Director and Board Committee
compensation otherwise payable in 2016.

The Company's Compensation Committee also awarded Mr. Schneider a
one-time payment in consideration for extraordinary services during
2015 undertaken in his role as the Company's lead director,
including for work in connection with the succession of the
Company's past chief executive officer to the Company's new chief
executive officer on Jan. 1, 2016.  This one-time payment was
$1,000,000, $600,000 of which is payable in cash.  The remaining
portion was a fully-vested RSU award of 26,648 shares of Company
stock ($400,000 divided by $15.01, the closing price of the
Company's common stock on Jan. 20, 2016).

      2016 Restricted Stock Awards to Executive Officers

The Compensation Committee of the Board of Directors of the Company
granted performance-based and time-based restricted stock awards to
each of the Company's executive officers effective
Jan. 20, 2016.

The Compensation Committee also approved the 2016 base salaries
effective Jan. 20, 2016.  Andrew J. England's base salary is
$750,000 as of Jan. 1, 2016, per the terms of his previously
disclosed employment agreement.  Clifford E. Marks, president of
sales & marketing, gets a base salary of $842,000.

A full-text copy of the Form 8-K filing is available at:

                      http://is.gd/KiUBGA

                    About National CineMedia

National CineMedia, Inc., is the holding company of National
CineMedia, LLC.  NCM LLC operates the largest digital in-theatre
network in North America, allowing NCM to distribute advertising,
Fathom entertainment programming events and corporate events under
long-term exhibitor services agreements with American Multi-Cinema
Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal
Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment
Group; and Cinemark USA, Inc., a wholly owned subsidiary of
Cinemark Holdings, Inc.  NCM LLC also provides such services to
certain third-party theater circuits under "network affiliate"
agreements, which expire at various dates.

As of Oct. 1, 2015, the Company had $1 billion in total assets,
$1.23 billion in total liabilities and a $228 million total
deficit.

                            *     *     *

As reported by the TCR on March 24, 2011, Standard & Poor's
Ratings Services raised its corporate credit ratings on
Centennial, Colorado-based National CineMedia Inc. and
operating subsidiary National CineMedia LLC (which S&P analyzes on
a consolidated basis) to 'BB-' from 'B+'.  "The 'BB-' corporate
credit rating reflects S&P's expectation that NCM's EBITDA growth
will enable the company to continue to de-lever over the
intermediate term despite its aggressive dividend policy," said
Standard & Poor's credit analyst Jeanne Shoesmith.


NEW GULF RESOURCES: ENXP, Regiment Object to Backstop Agreement
---------------------------------------------------------------
Energy & Exploration Partners, LLC and Regiment Capital Ltd.
submitted objections to the motion filed by debtors New Gulf
Resources, LLC, et al., with the U.S. Bankruptcy Court for the
District of Delaware, seeking authority to assume a Backstop Note
Purchase Agreement.

-- Energy & Exploration Partners

Energy & Exploration Partners, LLC ("ENXP") relates that it holds
two pre-petition claims that total in excess of $15 million against
Debtor New Gulf Resources, LLC, which arise out of two Joint
Operating Agreements ("JOAs") that govern the parties' exploration,
development and production of oil and gas in certain areas of East
Texas.  ENXP contends that the Debtors' Motion appears to be
seeking authority for the Debtors to unilaterally setoff working
interests disbursements in contravention of the governing
contracts.  ENXP further contends that setoffs are expressly
prohibited under the JOAs, and, to the extent the Debtors are
attempting to modify such provisions, the Debtors' Motion should be
denied.  ENXP asserts that the Debtors should be required to pay
ENXP's working interest payments on a timely basis and without
setoff.

ENXP tells the Court that the Debtors' Motion is remarkable
deficient in information and as a result, it is unclear whether the
Debtors plan to pay ENXP if the Motion is approved or how payments
thereunder will effect distributions under the Debtor's plan of
reorganization. ENXP further tells the Court that the Debtors have
been unwilling consensually to provide the additional information.
It contends that given the expedited timeframes in which the
Debtors hope to confirm a chapter 11 plan and emerge from
bankruptcy, and in light of the fact that no creditors' committee
has been appointed to protect the interests of creditors in the
cases, the Debtors should be required to be more transparent with
their creditors.

-- Regiment Capital

Regiment Capital Ltd. contends that in consideration for agreeing
to backstop the $50 million Rights Offering, certain members of the
Ad Hoc Committee, who are Backstop Parties, will receive additional
New Firs Lien Notes in the amount of $5 million ("Put Option
Notes"), or 10% of the amount committed. Regiment further contends
that because the members of the Ad Hoc Committee hold at least 72%
of the outstanding Second Lien Notes eligible for the Rights
Offering under the Plan, it appears that approximately $36 million
of the $50 million in New First Lien Notes offered in the Rights
Offering will be offered to members of the Ad Hoc Committee.
Regiment tells the Court that from this perspective, the $5 million
in Put Option Notes translates to a 36% backstop fee.  Regiment
further tells the Court that there cannot be any justification for
compelling other creditors, including Regiment, to subsidize the
Backstop Parties' purchase of New First Lien Notes simply because
the investment has been structured as a rights offering.

Regiment relates that in addition to the $5 million in Put Option
Notes, the Backstop Agreement provides that the Backstop Parties
will receive a Liquidated Damages Payment, representing liquidated
damages in the amount of $3.5 million should the Debtors exercise
their fiduciary out and consummate an alternative transaction.
Regiment further relates that the Debtors' Motion provides that
under no circumstances would both the $5 million in Put Option
Notes and the Liquidated Damages Payment become payable. Regiment
asserts that despite this representation, the Backstop Agreement's
indemnification provision is so broadly drafted that one cannot
rule out the possibility that the Debtors would be required to
indemnify the Backstop Parties for the loss of the $5 million in
Put Option Notes that may occur as a result of the failure to
consummate the transaction.

Energy & Exploration Partners is represented by:

          Robert J. Dehney, Esq.
          Erin R. Fay, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 N. Market Street, 16th Floor
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Telephone: (302)658-9200
          Facsimile: (302)658-3989
          E-mail: rdehney@mnat.com
                  efay@mnat.com
  
                - and -

          Jennifer Feldsher, Esq.
          Rachel B. Goldman, Esq.
          Robert G. Burns, Esq.
          BRACEWELL & GUILIANI LLP
          1251 Avenue of Americas, 49th Floor
          New York, NY 10020-1100
          Telephone: (212)508-6100
          Facsimile: (800)404-3970
          E-mail: Jennifer.Feldsher@bgllp.com
                  Rachel.Goldman@bgllp.com
                  Robert.Burns@bgllp.com

Regiment Capital Ltd. is represented by:

          Richard S. Cobb, Esq.
          Kerri K. Mumford, Esq.
          LANDIS RATH & COBB LLP
          919 Market Street, Suite 1800
          Wilmington, DE 19801
          Telephone: (302)467-4400
          Facsimile: (302)467-4450
          E-mail: cobb@lrclaw.com
                  mumford@lrclaw.com

                 - and -

          Andrew N. Rosenberg, Esq.
          Rebecca R. Cohen, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Telephone: (212)373-3000
          Facsimile: (212)757-3990
          Email: arosenberg@paulweiss.com
                 rcohen@paulweiss.com

                     About New Gulf Resources

New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC
and NGR Finance Corp. filed Chapter 11 bankruptcy petitions
(Bankr.
D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015.  The
petition was signed by Danni Morris as chief financial officer.

Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is
an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties, focused primarily in the East Texas Basin.

The Company currently employs 55 people.

The Debtors have engaged Baker Botts L.L.P., as bankruptcy
counsel,
Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays
Capital Inc., as investment banker, Zolfo Cooper, LLC as financial
advisor, and Prime Clerk LLC as claims and notice agent.

Judge Brendan Linehan Shannon has been assigned the case.


NORTEL NETWORKS: Feb. 23 Hearing on Compromise of Claims Asserted
-----------------------------------------------------------------
BankruptcyData reported that Nortel Networks filed with the U.S.
Bankruptcy Court a motion to approve a compromise and stipulation,
under Rule 9019, resolving claims with Liquidity Solutions.

According to documents filed with the Court, "The Claims assert
general unsecured liabilities against the Debtors of $9,056,030,
priority liabilities of $2,378,593, and administrative liabilities
of $170,056…. As a result of these negotiations, subject to the
Court's approval, NNI has reached a compromise with the Claimant
that the Claims, which were asserted as general unsecured claims of
$9,056,030, priority claims of $2,378,593 and administrative claims
of $170,056, will be allowed as general unsecured claims by the
Claimant against NNI in an amount totaling $6,862,338; priority
claims by the Claimant against NNI in an amount totaling $30,030;
and administrative claims by the Claimant against NNI in an amount
totaling $14,135....The Debtors believe, in the exercise of their
reasonable business judgment, that the resolution of the Claims
through the Stipulation is appropriate and in the best interest of
both their estates and their creditors, as it will avoid the
potentially substantial and burdensome costs and risks associated
with litigating the Claims, reduce the potential size of claims
asserted against the estate and preserve value of the Debtors'
estates for the benefit of all of their stakeholders and
meaningfully advance the Debtors' claims reconciliation and
resolution process."

The Court scheduled a Feb. 23, 2015, with objections due by
Feb. 5, 2016.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


OPEN TEXT: Moody's Affirms Ba1 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Open Text Corp.'s Ba1 corporate
family rating and revised the rating outlook to stable from
negative. Moody's also affirmed the company's Ba1-PD probability of
default rating, Baa3 rating on the first lien debt facilities and
Ba2 rating on the unsecured notes. The revision of the outlook to
stable reflects the expectation that although acquisitive, the
company will continue to maintain conservative financial policies
including leverage levels around 3x and strong liquidity.

RATINGS RATIONALE

The Ba1 corporate family rating recognizes Open Text's leading
position within the growing $5 billion enterprise content
management (ECM) market and B2B information exchange (IX) market,
as well as its expanding role in the complementary business process
management (BPM) and business analytics markets. As a result, the
company has one of the broadest suites of products in the overall
enterprise information management (EIM) industry (which includes
ECM, BPM, analytics and IX). The ratings also reflect the stability
of Open Text's enterprise software model with its large recurring
revenue base (as evidenced by the company's stability during the
last downturn). The company is expected to maintain relatively
conservative financial policies and Debt to EBITDA is expected to
be around or below 3x and free cash flow to debt above 17%. The
company is acquisitive however which could result in Debt to EBITDA
occasionally exceeding this level. Leverage was 3.1x as of
September 30, 2015 though strong cash balances resulted in net
leverage of only 1.9x. Moody's expects organic growth to be weak in
the near term and any growth will be driven by acquisitions.

Liquidity is expected to be very good based on cash on hand ($709
million of cash and short term investments as of September 30,
2015), an undrawn $300 million revolver and expectations of over
$300 million of free cash flow over the next year. The company is
expected to use existing cash and generated cash to fund
acquisitions and occasional share repurchases. The company has
received a draft notice from the IRS which could result an
additional tax, penalty and interest obligation of $550 million, an
amount that could be funded with current liquidity. A settlement,
if any, would likely take several years to finalize, a period in
which additional free cash flow could also be set aside.

While the ratings accommodate a significant level of acquisitions,
unusually high levels of integration risk or leverage could drive
the ratings lower. The ratings could be downgraded if leverage is
expected to exceed 3.25x or free cash flow to debt below 15% for a
sustained period. Consideration will be given however for very
strong cash balances. As a result of the company's acquisition
appetite, an upgrade to investment grade is unlikely in the next
two to three years.

Outlook Actions:

  Issuer: Open Text Corp.
  -- Outlook, Changed To Stable From Negative

Affirmations:

  Issuer: Open Text Corp.
  --  Probability of Default Rating, Affirmed Ba1-PD
  --  Speculative Grade Liquidity Rating, Affirmed SGL-1
  --  Corporate Family Rating (Foreign Currency), Affirmed Ba1
  -- Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2)
  -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5)

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is one
of the largest providers of enterprise content management and
business process management software. For twelve months ended
September 30, 2015, revenues were approximately $1.8 billion.


PATRIOT COAL: H-T-L Perma Sells $6,663 Claim to Tannor Partners
---------------------------------------------------------------
In the Chapter 11 cases of Patriot Coal Corp., et al., one claim
switched hands in October 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
Tannor Partners Credit        H-T-L Perma USA         $6,663.30
Fund, LP

                  About Patriot Coal Corporation

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

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

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

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

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

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


PFS HOLDING: S&P Affirms 'B-' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Easton, Pa.-based PFS Holding Corp.  The outlook
is stable.

At the same time, S&P affirmed its 'B-' rating on the company's
first-lien term loan with a recovery rating of '4', indicating
S&P's expectation that lenders could expect average (30%-50%)
recovery in the event of a payment default or bankruptcy.  S&P has
revised its recovery expectations for first-lien term loan lenders
to the lower half of the 30% to 50% range, reflecting S&P's reduced
emergence enterprise value estimate.

S&P also affirmed its 'CCC' rating on the company's second-lien
term loan with a recovery rating of '6', indicating S&P's
expectation that lenders could expect negligible (0% to 10%)
recovery in the event of a payment default or bankruptcy.  Debt
outstanding as of Sept. 30, 2015, was $455 million.

"Our affirmation of the 'B-' corporate credit rating on PFS
reflects our view that management has stabilized the company's
operations and should be able to continue to grow profitability,
partly due to incremental business with Mars and expansion into new
territories, notwithstanding tough competition and lack of pricing
power," said Standard & Poor's credit analyst Gerald Phelan.  "We
forecast credit metrics will strengthen modestly over the next year
but that the company will not improve credit measures to levels
previously specified for an upgrade over the next 12 months, which
includes debt to EBITDA below 6.5x.  We do not expect debt to
EBITDA to fall below 6.5x until after 2017. Still, we expect the
company to generate positive free cash flow and view its liquidity
as adequate."

Standard & Poor's ratings on PFS reflect its ownership by a
financial sponsor (which exhibits aggressive financial policies),
its low profit margins, and very weak credit ratios.  The company
has made some progress in strengthening credit metrics following a
significant deterioration in the second half of 2014 stemming from
acquisition integration missteps and the loss of distribution
rights to a profitable product line.  The ratings also incorporate
the substantial bargaining power of several large pet product
suppliers to which the company has meaningful concentration, and
the risk that these large vendors could continue to consolidate the
supply chain and further dictate terms.  S&P's ratings assume PFS
maintains satisfactory relations with its largest suppliers. In
addition, the potential expansion of national retailers (including
financial sponsor-backed PetSmart Inc. and Petco Holdings Inc.) at
the expense of smaller independent store operators (which is a core
PFS customer channel) could erode PFS' sales over time.

S&P believes PFS benefits from its extensive distribution network
connecting vendors to thousands of primarily non-national chain
retail store locations; the moderate-growth, low-cyclicality nature
of demand for pet products; and relatively low capital expenditure
requirements.  In S&P's opinion, the potential for large suppliers
to further expand direct distribution to retailers is a
low-probability but high-impact risk.  It's possible this could
occur over time if the retail pet channel becomes more
concentrated, making direct distribution easier for suppliers.

The stable outlook reflects S&P's forecast that profits will
strengthen modestly, primarily due to volume gains and lower
restructuring costs, such that over the next 12 months debt to
EBITDA and EBITDA interest coverage will improve to below 7.5x and
the low-2x area, respectively, while maintaining adequate liquidity
and positive free cash flow.



PHILLIPS INVESTMENTS: East West Bank Says Plan Not Feasible
-----------------------------------------------------------
Secured creditor East West Bank claims that Phillips Investments,
LLC's Second Amended Plan of Reorganization cannot be confirmed
because, among other things, it is not feasible.

According to East West, evidence will show that the Investor has no
assets, no business and no source of funds to make the $2 million
Investor Loan upon which the Debtor's Plan depends.  East West
notes that the burden is on the Debtor to prove that exit financing
in the form of the Investor Loan will, in fact, be available, and,
failing that, this Court must decline confirmation of the Plan.

East West Bank also objects to the Plan to the extent that
confirmation of the Plan would purport to effect any changes to the
terms of the East West Bank loan documents currently in effect --
EWB Loan Documents -- other than to modify the amount of the loan,
the interest rate on the loan and the maturity date of the loan as
described in Section 4.3 of the Plan with respect to the New Senior
Secured Note -- the Plan Modified Loan Documents.

Furthermore, East West claims that the Plan provides for artificial
impairment of Class 6 for the sole purpose of attempting to
manufacture an impaired accepting class.

In an attempt to comply with Section 1129(a)(10) of the Bankruptcy
Code, the Debtor's Plan artificially impairs Class 6 consisting of
the Non-Insider General Unsecured Claims.

East West notes that only approximately $165,000 of the General
Unsecured Claims in Debtor's Schedules are held by Non-Insiders of
the Debtor.  Under the Plan, Class 6 Claims are to be paid in an
amount equal to 65% of each holder's Allowed General Unsecured
Claim within six months of the Effective Date, and an additional
cash payment in an amount equal to the remaining 35% of such
holder's Allowed General Unsecured Claim, with interest, "as soon
as the Reorganized Debtor determines that sufficient cash flow
permits such payment."

According to East West, the treatment of the Class 6 General
Unsecured Claims in the Debtor's Plan is solely to artificially
impair that class, since Debtor's three-year cash projection
attached as Exhibit D to the Disclosure Statement shows that the
Debtor will, at all times during the three-year period, have cash
on hand well in excess of the total amount of the Class 6 Claims.

                        The Debtor's Plan

The Debtor has filed a reorganization plan that provides that the
Debtor will continue owning, operating and further developing the
Gwinnett Prado shopping center.  

Upon the confirmation of the Plan, an entity known as
Airport-Holdings BWI, LLC3, will provide the Reorganized Debtor
with Investor Loan, which will total $2,000,000 over a one-year
period, for the purpose of repairing, renovating, and improving the
property.

The Plan proposes to treat claims and interests as follows:

   * East West Bank will be issued a New Senior Secured Note in the
face amount of its Allowed Secured Claim, which will be secured by
a senior security interest in Gwinnett Prado, with a market rate of
interest to be determined by the Court (which the Debtor estimates
at 5.25%) and a maturity date of 35 months. Payment on the New
Senior Secured Note will be interest-only until its maturity date,
at which time it will be paid in full.  The Reorganized Debtor will
also have the option of paying off the New Senior Secured Note
prior to maturity and without any penalty.

   * Holders of other Secured Claims, Tax Claims and Priority
Claims, if any, will be paid the full amount of their allowed
claims within thirty days of the Effective Date.

   * Holders of General Unsecured Claims that are not considered
Insiders of the Debtor will receive 65% of the allowed amounts of
their claims within six months of the Effective Date and will
receive the remaining 35%, including interest accruing after the
Confirmation Date, as soon as the Reorganized Debtor believes that
sufficient cash flow exists to justify such payments, but no later
than thirty days of the New Secured Senior Note having been paid in
full.  

   * Holders of General Unsecured Claims that are considered
Insiders of the Debtor will not receive any distributions under the
Plan until the Property is sold and all other obligations under the
New Senior Secured Note and the Investor Loan and to all other
creditors of the Debtor have been satisfied as set forth in the
Plan.  At that point, the holders of General Unsecured Claims of
Insiders will receive a pro rata share of the remaining net
proceeds from the sale of the Property, up to a maximum of $6.5
million.  The Debtor estimates that this will result in a
distribution of approximately 60% to the holders of such Insider
Claims.

   * Holders of existing Equity Interests will retain their equity
interests in the Reorganized Debtor.  However, the Investor will
receive 15% of the equity of the Reorganized Debtor for each
million dollars it provides under the Investor Loan.  After the
Investor has provided the full two million dollars of the Investor
Loan, the owners of the Reorganized Debtor will be Ly Phillip
(40%), Investor (30%), Debbie Nguyen (10%), Kimberly Morphis (10%)
and Vuong Phillips (10%). No holder of any Equity Interest will
receive any distribution under the Plan on account of such Equity
Interest until and unless all other obligations under the Plan have
been satisfied.

A copy of the Disclosure Statement explaining terms of the proposed
Second Amended Plan of Reorganization filed Dec. 17, 2015, is
available for free at:

    http://bankrupt.com/misc/Phillips_I_155_DS_2nd_Am_Plan.pdf

                    About Phillips Investments

Phillips Investments, LLC, a Georgia limited liability company that
was formed in 2001, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips, the
managing member, signed the petition.  Judge Mary Grace Diehl
presides over the case.  

As of the Petition Date, the Debtor's primary business was owning
and managing two shopping centers and related real estate located
in Gwinnett County, Georgia, generally known as Gwinnett Station
and Gwinnett Prado.  Gwinnett Station consists of approximately 9.7
acres of improved real property, including a building of
approximately 103,090 square feet, that was located at or about
2180 Pleasant Hill Road, Duluth, Georgia. Gwinnett Prado consists
of approximately 32 acres of improved real property, including
buildings totaling approximately 361,715 square feet, that was
located at or about 2300 Pleasant Hill Road, Duluth, Georgia.

The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.

As of the Petition Date, the Debtor's largest creditor was East
West Bank.  Great Wall is the Debtor's most significant tenant,
paying monthly rent of approximately $75,000.

Scroggins & Williamson, P.C., serves as the Debtor's counsel.

                           *     *     *

The Debtor in December 2014 won approval from the Bankruptcy Court
in December to sell part of the property known as Gwinnett Station
to Pleasant Hill Real Estate LLC for $8.4 million.  A copy of the
sale order is available at:

     http://bankrupt.com/misc/Phillips_I_84_GS_Sale_Ord.pdf

The hearing to consider confirmation of the Debtor's Reorganization
Plan, originally scheduled for Jan. 25, 2016, has been rescheduled
to March 7 and 8, 2016, to give the parties time to negotiate.


PHILLIPS INVESTMENTS: Parties Move Plan Hearing to March
--------------------------------------------------------
Phillips Investments, LLC, its largest creditor East West Bank, and
shopping mall tenant Great Wall Supermarket of GA, Inc., have
agreed that the confirmation hearing on the Debtor's Seconded
Amended Plan of Reorganization, originally scheduled for Jan. 25,
2016, will be reset to and held on March 7 and 8, 2016, in
Courtroom 1201, United States Courthouse, 75 Ted Turner Drive, SW,
Atlanta, Georgia, at 9:30 a.m.

The parties also agreed that to minimize expenses, the Parties will
reasonably cooperate to (a) stipulate as to undisputed facts and to
the authenticity and admissibility of documents, (b) timely
identify witnesses and exchange documents to be used at the
Hearing, and (c) accommodate diverse witness schedules in
connection with the Hearing.

The Parties will reasonably cooperate to repair or prevent leaks in
the roof over Great Wall and to ameliorate any indoor environmental
quality concerns that may be caused by such leaks, including
providing the Parties and their representatives with reasonable
access to the Great Wall premises and roof for inspection or
repairs; provided, however, that any failure by the Debtor to take
remedial action with respect to such issues due to its inability to
use the Bank's cash collateral shall not constitute a default under
its lease with Great Wall; and further provided that nothing herein
shall prohibit the Debtor from seeking approval of the Court to use
the Bank's cash collateral to take any remedial actions it may deem
necessary.

The Court's Order (1) Modifying the Automatic Stay and (2)
Extending the Debtor's Authority to use Cash Collateral entered on
November 13, 2015 (the "Cash Collateral/Stay Relief Order") is
modified (i) to extend the Debtor's authorization to use cash
collateral until the earlier of March 15, 206 or the confirmation
of the Plan (as may be subsequently revised or amended), subject to
the existing cash collateral budget as such may be modified by
stipulation of the Debtor and the Bank or further orders of the
Court, and (ii) to permit the Bank to begin, on or after April 1,
2016, advertising the subject property for foreclosure subject to
further extensions as may be agreed to by the Bank or ordered by
the Court.

Pending the Hearing, the Debtor will continue to market its
property in good faith with the understanding that the Debtor will
promptly file a motion to approve the sale of the property (and
withdraw or seek to postpone consideration of the Plan) if an offer
is made on the property that is acceptable to both the Debtor and
the Bank.

Notwithstanding the stay relief previously granted in the Cash
Collateral/Stay Relief Order, the Bank agrees not to advertises for
foreclosure of the Debtor's property during the months of February
or March of 2016.

Counsel to the Debtor:

         SCROGGINS & WILLIAMSON, P.C.
         J. Robert Williamson
         J. Hayden Kepner, Jr.
         One Riverside
         4401 Northside Parkway, Suite 450
         Atlanta, GA 30327
         Tel: (404) 893-3880
         E-mail: rwilliamson@swlawfirm.com
                 hkepner@swlawfirm.com

Counsel for East West Bank:

         HOLLAND & KNIGHT LLP
         James H. Rollins
         One Atlantic Center, Suite 2000
         1201 West Peachtree Street
         Atlanta, GA 30309-3400
         Tel: (404) 817-8500
         Fax: (404) 881-0470

Counsel for Great Wall Supermarket of GA, Inc.:

         Gary S. Freed, Esq.
         Garrett A. Nail, Esq.
         THOMPSON HINE LLP
         3560 Lenox Road, Suite 1600
         Atlanta, GA 30326
         Tel: (404) 541-2900
         Fax: (404) 541-2905
         E-mail: gary.freed@thompsonhine.com
                 garrett.nail@thompsonhine.com

                        The Debtor's Plan

The Debtor has filed a reorganization plan that provides that the
Debtor will continue owning, operating and further developing the
Gwinnett Prado shopping center.  

Upon the confirmation of the Plan, an entity known as
Airport-Holdings BWI, LLC3, will provide the Reorganized Debtor
with Investor Loan, which will total $2,000,000 over a one-year
period, for the purpose of repairing, renovating, and improving the
property.  The Reorganized Debtor's obligations to repay the
Investor Loan will be secured by a lien on the Property that will
be junior to the New Senior Secured Note to be issued to East West
Bank (discussed below) and subject to the Reorganized Debtor's
other obligations under the Plan.  The Reorganized Debtor's
obligations under the Investor Loan will be without interest and no
payments will be made on the Investor Loan until the Property is
eventually sold.

The first $500,000 of the Investor Loan will be provided to the
Debtor on or before the Effective Date and another $500,000 (for a
million dollars in total) will be provided to the Debtor by no
later than 30 days thereafter.

The Plan proposes to treat claims and interests as follows:

   * East West Bank will be issued a New Senior Secured Note in the
face amount of its Allowed Secured Claim, which will be secured by
a senior security interest in Gwinnett Prado, with a market rate of
interest to be determined by the Court (which the Debtor estimates
at 5.25%) and a maturity date of 35 months. Payment on the New
Senior Secured Note will be interest-only until its maturity date,
at which time it will be paid in full.  The Reorganized Debtor will
also have the option of paying off the New Senior Secured Note
prior to maturity and without any penalty.

   * Holders of other Secured Claims, Tax Claims and Priority
Claims, if any, will be paid the full amount of their allowed
claims within thirty days of the Effective Date.

   * Holders of General Unsecured Claims that are not considered
Insiders of the Debtor will receive 65% of the allowed amounts of
their claims within six months of the Effective Date and will
receive the remaining 35%, including interest accruing after the
Confirmation Date, as soon as the Reorganized Debtor believes that
sufficient cash flow exists to justify such payments, but no later
than thirty days of the New Secured Senior Note having been paid in
full.  

   * Holders of General Unsecured Claims that are considered
Insiders of the Debtor will not receive any distributions under the
Plan until the Property is sold and all other obligations under the
New Senior Secured Note and the Investor Loan and to all other
creditors of the Debtor have been satisfied as set forth in the
Plan.  At that point, the holders of General Unsecured Claims of
Insiders will receive a pro rata share of the remaining net
proceeds from the sale of the Property, up to a maximum of $6.5
million.  The Debtor estimates that this will result in a
distribution of approximately 60% to the holders of such
Insider Claims.

   * Holders of existing Equity Interests will retain their equity
interests in the Reorganized Debtor.  However, the Investor will
receive 15% of the equity of the Reorganized Debtor for each
million dollars it provides under the Investor Loan.  After the
Investor has provided the full two million dollars of the Investor
Loan, the owners of the Reorganized Debtor will be Ly Phillip
(40%), Investor (30%), Debbie Nguyen (10%), Kimberly Morphis (10%)
and Vuong Phillips (10%). No holder of any Equity Interest will
receive any distribution under the Plan on account of such Equity
Interest until and unless all other obligations under the Plan have
been satisfied.

As of the Petition Date, the Debtor's largest creditor was East
West Bank. The Debtor was indebted to East West Bank pursuant to a
certain Business Loan Agreement, dated July 30, 2007, between the
Debtor and United Commercial Bank in the original principal amount
of $18,000,000.

East West Bank contends that the market rate of interest on the
proposed New Senior Secured Note under the Plan will be
significantly higher than 5.25% offered by the Debtor.  The Debtor
expects to produce evidence at the Confirmation Hearing that 5 ¼%
is the appropriate rate of interest.  This issue will be determined
by the Court at the Confirmation Hearing.

Great Wall is the Debtor's most significant tenant, paying monthly
rent of approximately $75,000.

The Debtor filed its proposed Plan of Reorganization and Disclosure
Statement on Nov. 11 and Nov. 12, 2015.  On Dec. 9, it submitted an
Amended Plan.  On Dec. 17, 2015, the Debtor submitted a Second
Amended Plan and Disclosure Statement after resolving objections by
Great Wall and East West Bank to the Disclosure Statement.  The
Court on Dec. 21, 2015, approved the latest iteration of the
Disclosure Statement and set a Jan. 20 voting deadline and a Jan.
25 plan confirmation hearing.

A copy of the Disclosure Statement explaining terms of the proposed
Second Amended Plan of Reorganization filed Dec. 17, 2015, is
available for free at:

    http://bankrupt.com/misc/Phillips_I_155_DS_2nd_Am_Plan.pdf

                    About Phillips Investments

Phillips Investments, LLC, a Georgia limited liability company that
was formed in 2001, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips,
the managing member, signed the petition.  Judge Mary Grace Diehl
presides over the case.  

As of the Petition Date, the Debtor's primary business was owning
and managing two shopping centers and related real estate located
in Gwinnett County, Georgia, generally known as Gwinnett Station
and Gwinnett Prado.  Gwinnett Station consists of approximately 9.7
acres of improved real property, including a building of
approximately 103,090 square feet, that was located at or about
2180 Pleasant Hill Road, Duluth, Georgia. Gwinnett Prado consists
of approximately 32 acres of improved real property, including
buildings totaling approximately 361,715 square feet, that was
located at or about 2300 Pleasant Hill Road, Duluth, Georgia.

The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.

As of the Petition Date, the Debtor's largest creditor was East
West Bank.  Great Wall is the Debtor's most significant tenant,
paying monthly rent of approximately $75,000.

Scroggins & Williamson, P.C., serves as the Debtor's counsel.

                           *     *     *

The Debtor in December 2014 won approval from the Bankruptcy Court
in December to sell part of the property known as Gwinnett Station
to Pleasant Hill Real Estate LLC for $8.4 million.  A copy of the
sale order is available at:

     http://bankrupt.com/misc/Phillips_I_84_GS_Sale_Ord.pdf

The hearing to consider confirmation of the Debtor's Reorganization
Plan, originally scheduled for Jan. 25, 2016, has been rescheduled
to March 7 and 8, 2016, to give the parties time to negotiate.


PHILLIPS INVESTMENTS: Tenant Says Plan Has No Chance of Success
---------------------------------------------------------------
Great Wall Supermarket of GA. Inc., the most significant tenant of
debtor Phillips Investments, LLC, is asking the Bankruptcy Court to
deny approval of the Debtor's Second Amended Plan of
Reorganization.

"The Debtor's Amended Plan has no realistic possibility of success.
The estimated cost of repairs to the property that Great Wall
leases from the Debtor is at least $1,838,729 - $1,888,729. The
Amended Plan does not even identify Great Walls's lease, let alone
address means of curing the lease defaults. The repairs to the
property are necessary to address significant health and safety
problems and to ensure that Great Wall is able to conduct continued
operations," said Great Wall, which operates a highly utilized
supermarket on the Debtor's Gwinnett Prado shopping center.

"The facts demonstrate that the Debtor is merely delaying and
frustrating efforts by Great Wall to enforce its rights under the
Lease and to frustrate the efforts of East-West Bank with respect
to recourse to its collateral. As such, the Amended Plan was not
proposed in good faith and should not be approved."

Great Wall Supermarket notes that in the Debtor's Amended Plan, the
Debtor proposes to assume all executory contracts, including
presumably the Lease.  Yet, it points out that the Debtor does not
identify any defaults under the Lease, including those listed
herein, nor does Debtor identify any proposed cure for those
defaults.  Moreover, according to Great Wall, the Debtor has not
provided any reasonable assurance of its ability to perform under
the Lease after assumption.

                        The Debtor's Plan

The Debtor has filed a reorganization plan that provides that the
Debtor will continue owning, operating and further developing the
Gwinnett Prado shopping center.  

Upon the confirmation of the Plan, an entity known as
Airport-Holdings BWI, LLC3, will provide the Reorganized Debtor
with Investor Loan, which will total $2,000,000 over a one-year
period, for the purpose of repairing, renovating, and improving the
property.

The Plan proposes to treat claims and interests as follows:

   * East West Bank will be issued a New Senior Secured Note in the
face amount of its Allowed Secured Claim, which will be secured by
a senior security interest in Gwinnett Prado, with a market rate of
interest to be determined by the Court (which the Debtor estimates
at 5.25%) and a maturity date of 35 months. Payment on the New
Senior Secured Note will be interest-only until its maturity date,
at which time it will be paid in full.  The Reorganized Debtor will
also have the option of paying off the New Senior Secured Note
prior to maturity and without any penalty.

   * Holders of other Secured Claims, Tax Claims and Priority
Claims, if any, will be paid the full amount of their allowed
claims within 30 days of the Effective Date.

   * Holders of General Unsecured Claims that are not considered
Insiders of the Debtor will receive 65% of the allowed amounts of
their claims within six months of the Effective Date and will
receive the remaining 35%, including interest accruing after the
Confirmation Date, as soon as the Reorganized Debtor believes that
sufficient cash flow exists to justify such payments, but no later
than thirty days of the New Secured Senior Note having been paid in
full.  

   * Holders of General Unsecured Claims that are considered
Insiders of the Debtor will not receive any distributions under the
Plan until the Property is sold and all other obligations under the
New Senior Secured Note and the Investor Loan and to all other
creditors of the Debtor have been satisfied as set forth in the
Plan.  At that point, the holders of General Unsecured Claims of
Insiders will receive a pro rata share of the remaining net
proceeds from the sale of the Property, up to a maximum of $6.5
million.  The Debtor estimates that this will result in a
distribution of approximately 60% to the holders of such Insider
Claims.

   * Holders of existing Equity Interests will retain their equity
interests in the Reorganized Debtor.  However, the Investor will
receive 15% of the equity of the Reorganized Debtor for each
million dollars it provides under the Investor Loan.  After the
Investor has provided the full two million dollars of the Investor
Loan, the owners of the Reorganized Debtor will be Ly Phillip
(40%), Investor (30%), Debbie Nguyen (10%), Kimberly Morphis (10%)
and Vuong Phillips (10%). No holder of any Equity Interest will
receive any distribution under the Plan on account of such Equity
Interest until and unless all other obligations under the Plan have
been satisfied.

A copy of the Disclosure Statement explaining terms of the proposed
Second Amended Plan of Reorganization filed Dec. 17, 2015, is
available for free at:

    http://bankrupt.com/misc/Phillips_I_155_DS_2nd_Am_Plan.pdf

                    About Phillips Investments

Phillips Investments, LLC, a Georgia limited liability company that
was formed in 2001, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips,
the managing member, signed the petition.  Judge Mary Grace Diehl
presides over the case.  

As of the Petition Date, the Debtor's primary business was owning
and managing two shopping centers and related real estate located
in Gwinnett County, Georgia, generally known as Gwinnett Station
and Gwinnett Prado.  Gwinnett Station consists of approximately 9.7
acres of improved real property, including a building of
approximately 103,090 square feet, that was located at or about
2180 Pleasant Hill Road, Duluth, Georgia. Gwinnett Prado consists
of approximately 32 acres of improved real property, including
buildings totaling approximately 361,715 square feet, that was
located at or about 2300 Pleasant Hill Road, Duluth, Georgia.

The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.

As of the Petition Date, the Debtor's largest creditor was East
West Bank.  Great Wall is the Debtor's most significant tenant,
paying monthly rent of approximately $75,000.

Scroggins & Williamson, P.C., serves as the Debtor's counsel.

                           *     *     *

The Debtor in December 2014 won approval from the Bankruptcy Court
in December to sell part of the property known as Gwinnett Station
to Pleasant Hill Real Estate LLC for $8.4 million.  A copy of the
sale order is available at:

     http://bankrupt.com/misc/Phillips_I_84_GS_Sale_Ord.pdf

The hearing to consider confirmation of the Debtor's Reorganization
Plan, originally scheduled for Jan. 25, 2016, has been rescheduled
to March 7 and 8, 2016, to give the parties time to negotiate.


PICO HOLDINGS: Leder Calls Special Meeting to Throw Out 5 Directors
-------------------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses.  Central Square Management LLC and River Road
Asset Management LLC collectively own more than 14% of PICO and
have agitated for governance and financial changes. Other activists
at http://ReformPICONow.com/have taken to the Internet to advance
the shareholder cause.  

On January 27, 2016, Sean M. Leder, of Leder Holdings, LLC, filed a
Schedule 14A Consent Statement with the Securities and Exchange
Commission. Leder Holdings seeks shareholder authorization via
proxy to call a Special PICO Shareholder Meeting in order replace
five directors of PICO Holdings, namely Carlos Campbell, Kristina
Leslie, Kenneth Slepicka, Michael Machado and John Hart.

Background

Leder owns 240,186 PICO shares, about 1% of shares outstanding.
Starting in May 2015, Mr. Leder engaged PICO executives to discuss
increasing shareholder value and improving corporate governance.
Mr. Leder states in the filing, ". . . the first step in turning
around the fortunes of the Company and restoring market confidence
and shareholder value is to call the Special Meeting at which
shareholders can vote to remove and replace a majority of the
incumbent directors."

Proposals

Under the California Corporations Code and Section 2.3 of PICO's
Bylaws, shareholders owning less than 10% of PICO common stock may
call a special meeting. At least 10% of PICO shareholders must
execute a written request for such special meeting to take place.

As Mr. Leder owns 240,519 PICO shares, only 2,061,519 more are
needed to reach the 10% threshold of 2,301,705 PICO shares (10% of
roughly 23 million shares). Leder will request the Special Meeting
after receiving WHITE Request Cards that represent at least 10% of
PICO shares. PICO has between 35 and 60 days after the receipt of
such request to call the Special Meeting.

Shareholders will receive the solicitation materials in the mail.

Mr. Leder will call for a vote on the following proposals at the
Special Meeting:

          Proposal 1: to amend the Bylaws to allow for the
          election of directors at a special shareholder meeting
          without authorization of the Board of Directors;

          Proposal 2: to remove five of the Company's seven
          directors, specifically, Mr. Campbell, Mrs. Leslie, Mr.
          Slepicka, Mr. Machado and Mr. Hart.; and

          Proposal 3: to elect directors to fill the vacancies
          on the Board created by the removal of directors under
          Proposal 2.

Leder Holdings will name its nominees in the future, one of which
will be Mr. Leder.

Expenses

Leder Holdings retained Okapi Partners LLC as Information Agent.
Leder will pay Okapi not more than $4,000 and reimburse Okapi for
out-of-pocket expenses. Okapi will provide consulting and
analytical services and ensure that PICO shareholders receive
information packets via their custodial financial institutions.

Leder expects to spend $50,000 for attorneys, proxy solicitors,
printing, postage, filing expenses and other incidental costs. Mr.
Leder notes that, "The purpose of the proposals in this Consent
Statement is to advance the interests of all the Company's
shareholders." Leder asserts that these expenses should be paid for
by PICO and it will seek reimbursement.

Activist Website ReformPICONow Weighs In

Activist Bloggers at http://www.reformpiconow.com/encourage
readers to comply with Mr. Leder's request and elaborates on the
virtues of the Consent Solicitation.  First, the website notes that
Leder is accelerating the timetable of change. Second, the
solicitation will put numbers in the Board's face. The more proxies
Leder receives, the greater leverage shareholders have over the
Board. Third, Leder establishes communication with PICO
shareholders.

Shareholders will receive their information packets through their
financial custodians, via mail.


PODS LLC: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on PODS LLC to positive from stable and affirmed its 'B'
corporate credit rating on the company.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's first-lien facility.  The '2' recovery rating is
unchanged, indicating S&P's expectation of substantial recovery
(70%-90%; lower end of the range) in the event of a default.

S&P also affirmed its 'CCC+' issue-level rating on PODS'
second-lien facility.  The '6' recovery rating is unchanged,
indicating S&P's expectation of negligible recovery (0%-10%) in the
event of a default.

"Our outlook revision on PODS LLC reflects the company's improved
credit metrics, which we expect will continue to strengthen through
2017," said Standard & Poor's credit analyst Tatiana Kleiman.  In
2016, S&P expects that PODS' Standard & Poor's adjusted funds from
operations (FFO)-to-debt ratio will be in the 14%-17% range before
improving to 16%-19% in 2017, which compares with S&P's
expectations of 13%-16% for 2015.  S&P believes that the company's
metrics will continue to improve as its earnings and cash flow
increase over the next year due to management's focus on operating
efficiency and pricing, which is being aided by low fuel prices and
the company's strong revenue growth (both organically as well as
through its franchisee acquisition strategy).

The positive outlook on PODS reflects S&P's expectation that the
company's revenues and earnings will continue to benefit from its
operating efficiency initiatives, franchisee acquisitions, and
organic growth -- aided by the improving U.S. housing market and
continued low fuel prices -- strengthening the company's credit
metrics and financial risk profile.

S&P could raise its ratings on PODS over the next year if the
company continues to strengthen its revenue and earnings by
focusing on expanding its market territories through franchisee
acquisitions, improved operating efficiency, and pricing such that
its Standard & Poor's adjusted FFO-to-total debt ratio increases
to, and remains above, 15% for a sustained period.

S&P could revise its outlook on PODS to stable if the expected
improvement in the company's Standard & Poor's adjusted FFO-to-debt
ratio fails to materialize and S&P believes that this metric will
remain in the low double digit percent area for a sustained
period.



POINT BLANK: No More Mediation for "Cohen" 15-1154 Appeal
---------------------------------------------------------
Chief Magistrate Judge Mary Pat Thynge in the District of Delaware
issued a recommendation on Jan. 21, 2016, to withdraw an appeal by
D. David Cohen in the bankruptcy case of SS Body Armor I, Inc.,
from mandatory mediation.

That case is, D. David Cohen, Appellant v. SS Body Armor I, Inc.,
Appellee, C.A. No. 15-1154-SLR.

The issues in the case are not amenable to mediation, and mediation
at this stage would not be a productive exercise, a worthwhile use
of judicial resources nor warrant the expense of the process, Judge
Thynge said.

Judge Thynge also noted that the parties are currently involved in
another appeal pending in the District Court, captioned as D. David
Cohen v. SS Body Armor, Inc., C.A. No. 15-633 (SLR).  That matter
has been removed from the mandatory mediation as well, and a
briefing schedule has been entered.

The parties in C.A. No. 15-1154-SLR jointly request that the appeal
also be removed from mandatory mediation because they have been
engaged in litigation for roughly eight years and involved in
unproductive settlement discussions.

The Debtor proposed this briefing schedule:

     1. Appellant's brief in support of the appeal is due on
        or before February 29, 2016.

     2. Appellees' brief in opposition to the appeal is due on
        or before May 2, 2016.

     3. Appellant's reply brief is due on or before June 1, 2016.

                      About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and  
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.

The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a $185
million fraud.

Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14,
2010.

Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M.
Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor.
Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate
counsel.  Epiq Bankruptcy Solutions serves as claims and notice
agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq.,
Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at
Baker & McKenzie LLP, serve as counsel for the Official Committee
of Equity Security Holders.  Robert M. Hirsh, Esq., and George P.
Angelich, Esq., at Arent Fox LLP, serve as counsel to the
Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban,
Esq.,
at the Rosner Law Group LLC, serve as co-counsel.

In October 2011, the Debtors sold substantially all assets to
Point
Blank Enterprises, Inc.  The lead debtor changed its name to SS
Body Armor I, Inc., following the sale.


POINT BLANK: No More Mediation for "Cohen" 15-633 Appeal
--------------------------------------------------------
A bankruptcy appeal in the Chapter 11 case of SS Body Armor I,
Inc., will proceed through the appellate process, Judge Sue L.
Robinson of the United States District Court for the District of
Delaware said.

Judge Robinson said she has received a recommendation from Chief
Magistrate Judge Mary Pat Thynge that this case be withdrawn from
the mandatory referral for mediation and proceed through the
appellate process of the district court.  Recommendation is
accepted, Judge Robinson said.

The Judge added that briefing on this bankruptcy appeal will
proceed in accordance with this schedule per request of the
parties:

     1. Appellant's brief in support of the appeal is due on
        or before February 29, 2016.

     2. Appellees' brief in opposition to the appeal is due on
        or before May 2, 2016.

     3. Appellant's reply brief is due on or before June 1, 2016.

The case is In re: SS BODY ARMOR I, INC., et al., Chapter 11,
Debtors. D. DAVID COHEN, Appellant, v. S.S. BODY ARMOR, I, INC., et
al., Appellees, Bk. No. 10-11255 (CSS), Civ. No. 15-633-SLR.

A copy of Judge Robinson's Order dated December 16, 2015 which is
available at http://is.gd/sUwM2h from Leagle.com.

D. David Cohen, Appellant, is represented by Michael Busenkell,
Esq. -- mbusenkell@gsbblaw.com -- Gellert Scali Busenkell & Brown,
LLC.

S.S. Body Armor I, Inc., Appellee, is represented by Laura Davis
Jones, Esq. -- ljones@pszjlaw.com -- Pachulski, Stang, Ziehl &
Jones, LLP.

                      About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and  
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.

The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a $185
million fraud.

Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14,
2010.

Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M.
Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor.
Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate
counsel.  Epiq Bankruptcy Solutions serves as claims and notice
agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq.,
Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at
Baker & McKenzie LLP, serve as counsel for the Official Committee
of Equity Security Holders.  Robert M. Hirsh, Esq., and George P.
Angelich, Esq., at Arent Fox LLP, serve as counsel to the
Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban,
Esq.,
at the Rosner Law Group LLC, serve as co-counsel.

In October 2011, the Debtors sold substantially all assets to
Point
Blank Enterprises, Inc.  The lead debtor changed its name to SS
Body Armor I, Inc., following the sale.


PRESCOTT VALLEY: Court Approves Joint Administration of Cases
-------------------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona issued an order directing the joint
administration of the Chapter 11 case of Prescott Valley Events
Center, LLC with JA Flats, Inc., and JA Flats II, Inc.

The order also provided that the cases of JA Flats Case and JA
Flats II Case will be transferred to the Judge Wanslee.  The order
further provides that cases and their estates will be jointly
administered, however, nothing in the order will be construed to
substantively consolidate the estates.

The Debtor is represented by:

          Carolyn J. Johnsen, Esq.
          William L. Novotny, Esq.
          DICKINSON WRIGHT PLLC
          1850 N. Central Ave., Suite 1400
          Phoenix, AZ 85004
          Tel: (602) 285-5000
          Fax: (602) 285-5100
          E-mails: cjjohnsen@dickinsonwright.com
                   wnovotny@dickinsonwright.com

                About Prescott Valley Events Center

Prescott Valley Events Center, LLC, was formed in 2005 to construct
and operate a multi-purpose sports and entertainment arena known as
the Prescott Valley Events Center in Prescott Valley, Arizona.

The Center opened in 2006 and plays host to concerts, community
events, trades shows, and sporting events, including several high
school championships.  Until 2014, the Center served as the home of
the Arizona Sundogs (CHL) ice hockey team.  The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.

The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50 percent of the membership interests in PVEC.

PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D.
Ariz. Case No. 15-10356) on Aug. 14, 2015.  The case is assigned
to Judge Madeleine C. Wanslee.

The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny,
Esq., at Dickinson Wright PLLC, in Phoenix, as counsel.

The Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debt.


PRESTIGE BRANDS: S&P Affirms 'B+' CCR & Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Tarrytown, N.Y.-based Prestige Brands Inc. and
revised the rating outlook to stable from negative.

S&P also affirmed its 'BB' issue level rating on the company's
existing senior secured debt.  The recovery rating is '1',
reflecting S&P's expectation for very high (90% to 100%) recovery
in the event of a payment default.

In addition, S&P raised its senior unsecured debt rating to 'B'
from 'B-'.  S&P also revised the recovery rating on this debt to
'5' from '6', reflecting its expectation for modest (10% to 30%, at
the high end of the range) recovery in the event of a payment
default.  S&P estimates pro forma debt outstanding as of March 31,
2016, is about $1.6 billion.

The revised outlook reflects the Prestige's strong profitability
and improved credit metrics after successfully integrating Insight
Pharmaceuticals and applying free cash flow to debt.  The company
will increase leverage following its DenTek acquisition, which S&P
expects to close in the first half of calendar 2016, but S&P
expects Prestige to successfully integrate DenTek and realize
synergies as it is complementary to Prestige's current oral care
portfolio.  Pro forma for the transaction, S&P estimates leverage
will rise to the high-5x area, but expect Prestige to continue to
apply free cash flow to debt reduction, and reduce leverage to the
high-4x area by the end of fiscal 2017.  S&P expects the company to
continue to be acquisitive to capitalize on OTC consolidation.

S&P's business risk assessment on Prestige reflects the company's
lack of international diversity in its product lines and its
participation in the highly competitive OTC health care and
household consumer products segment, where it competes with much
larger and better capitalized companies with greater resources for
product development and marketing, including Johnson & Johnson and
Procter & Gamble.  The company also competes against private label
companies and has some customer concentration, with its largest
customer, Wal-Mart Stores Inc., accounting for about 18% of the
company's sales for the past year.  Still, the company benefits
from strong market share with high-margin brands, with established
no. 1 and no. 2 positions in niche markets.

The DenTek transaction is a continuation of Prestige Brands'
strategy of acquiring category-leading brands from competitors that
underinvested in marketing and were unsuccessful in extracting the
brands' maximum profit potential.  The company's strategy is aimed
at developing new product innovations for those acquired brands and
increasing marketing spending, thereby boosting sales.  S&P
believes Prestige's acquisitions over the past few years have been
successful, have provided greater negotiating leverage with its key
retail customers, and have provided a larger presence in Canada and
Australia.

The stable outlook reflects the company's strong profitability and
improved credit metrics after successfully integrating Insight
Pharmaceuticals after acquisition.  S&P expects the company to
successfully integrate DenTek after closing the transaction and
continue to apply free cash flow to debt reduction.  S&P forecasts
leverage in the high-5x area pro forma for the transaction but
expect the company to delever to the high-4x area by the end of
fiscal 2017.

S&P would consider lowering its rating on Prestige if performance
falls short of S&P's expectations, resulting in leverage above 6x
for fiscal 2017.  This could happen if there are integration
missteps with the DenTek acquisition, the company pursues a more
aggressive acquisitions strategy, or if the OTC segment were to
experience difficulties in the marketplace.

Although unlikely given Prestige's acquisition growth strategy, S&P
would consider raising its rating if profitability remains high and
the company continues to apply free cash flow to debt reduction
such that credit measures strengthen, including the reduction of
leverage sustainably to below 4.5x by fiscal year-end 2017.  S&P
estimates this could occur if the company can reduce total debt by
about $100 million or increase EBITDA by about 10%, possibly
through a combination of organic sales and additional improvement
in margins over the next two years.



QUIKSILVER INC: Court Confirms Plan of Reorganization
-----------------------------------------------------
Quiksilver, Inc. on Jan. 28 disclosed that its Plan of
Reorganization has been confirmed by the United States Bankruptcy
Court for the District of Delaware, with significant support from
the Company's major stakeholders, including the official Committee
of Unsecured Creditors.

The Company expects to emerge from bankruptcy on or around the week
of February 8.

The Plan will allow Quiksilver to execute a financial and
operational restructuring -- designed to restore the Company to
long-term financial health.  Additionally, pursuant to the Plan,
funds managed by Oaktree Capital Management, L.P. will convert
substantial existing United States debt holdings into a majority of
the stock in the reorganized Company on exit.  Through the
bankruptcy process, Quiksilver was effectively able to address both
short and long-term financial challenges and create a solid
foundation for the future success of its brands.  Quiksilver is,
and as a result of this process will continue to be, an iconic
leader in the action sports market.

"This is an important milestone in the evolution of Quiksilver and
we are pleased with the Court's confirmation of our plan to emerge
from bankruptcy only months after filing our voluntary petitions,"
said Pierre Agnes, Chief Executive Officer of Quiksilver, in a
statement on Thursday.  "This is a testament to our strong vision,
leading and resilient brands, passionate employees and loyal
customers."

Mr. Agnes continued: "today marks a new beginning for Quiksilver,
ROXY, and DC Shoes.  We will emerge as a revitalized and stronger
company with experienced leadership, rationalized operations, a
clean balance sheet and a world-class partner in Oaktree, who
brings additional strategic and operational expertise to our
company.  The reorganization plan we have put in place provides us
with the strong long-term financial foundation to fuel the success
of our brands globally and positions us well to reassert our
leadership position in the action sports industry."

"Quiksilver has tremendous brands that customers all over the world
gravitate toward.  Their emergence and new strategy will allow them
to focus on innovating best-in-class products while extending the
reach and relevance of their leading brands. Simultaneously, it
will allow the Company to accelerate their ongoing journey of
operational excellence," said David Tanner, Managing Director of
Oaktree.  "We look forward to partnering with Quiksilver management
to continue shaping and driving their multi-year turnaround
program."

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Company's legal advisor, FTI Consulting, Inc. as its restructuring
advisor, and Peter J. Solomon Company as its investment banker.

                     About Quiksilver Inc.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015. Andrew Bruenjes signed the petition as chief financial
officer.  The Debtors disclosed total assets of $337 million and
total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors'
legal advisor, FTI Consulting, Inc. as their restructuring advisor,
and Peter J. Solomon Company as their investment banker.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The Debtors' First Amended Joint Chapter 11 Plan of Reorganization
provides that on the effective date, Reorganized Quiksilver will
issue new common stock to be distributed as follows: (a) first,
19% to holders of Allowed Secured Notes Claims; (b) second, up to
77% to Rights Offering Participants; and (c) third, 4% to the
Backstop Parties.  As of the Effective Date, the anticipated value
of the New Quiksilver Common Stock will be approximately $276
million.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc.
and its affiliates appointed seven members to the official
committee of unsecured creditors.  The Committee tapped Akin Gump
Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel
as co-counsel; Province Inc. as its financial advisor and PJT
Partners Inc. as investment banker.


QUIKSILVER INC: Unsecured Creditors Blast at Chapter 11 Plan
------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Quiksilver's
unsecured creditors are throwing flags at the sports retailer's
proposed restructuring plan, saying in court papers filed on
Jan. 21, 2016, in Delaware that the strategy would overpay secured
lenders while providing only pennies on the dollar for unsecured
claims.

The committee filed an objection to Quiksilver's Chapter 11 plan,
which is backed by secured lender Oaktree Capital Management LP and
would result in Oaktree gaining a controlling stake in the
restructured business. The filing represents the latest dustup
between Oaktree and unsecured creditors.

                       About Quiksilver Inc.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on
Sept. 9, 2015. Andrew Bruenjes signed the petition as chief
financial officer.  The Debtors disclosed total assets of $337
million and total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Debtors' legal advisor, FTI Consulting, Inc. as their
restructuring advisor, and Peter J. Solomon Company as their
investment banker.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims and noticing agent.

The Debtors' First Amended Joint Chapter 11 Plan of Reorganization

provides that on the effective date, Reorganized Quiksilver will
issue new common stock to be distributed as follows: (a) first,
19% to holders of Allowed Secured Notes Claims; (b) second, up to
77% to Rights Offering Participants; and (c) third, 4% to the
Backstop Parties.  As of the Effective Date, the anticipated value
of the New Quiksilver Common Stock will be approximately $276
million.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver
Inc. and its affiliates appointed seven members to the official
committee of unsecured creditors.  The Committee tapped Akin Gump
Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its
co-counsel as co-counsel; Province Inc. as its financial advisor
and PJT Partners Inc. as investment banker.


QWEST CORP: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue level
and '1' recovery rating to Qwest Corp.'s proposed senior notes due
2056.  The '1' recovery rating indicates S&P's expectation for very
high (90%-100%) recovery in the event of a payment default.

S&P expects the company will use net proceeds and cash on the
balance sheet to partially refinance its $235 million of senior
notes due 2016.  Since the transaction does not affect the
financial metrics of Qwest Corp.'s parent CenturyLink Inc., the
'BB' corporate credit rating and stable outlook on CenturyLink
remain unchanged.  S&P's base-case forecast includes the assumption
that adjusted debt to EBITDA will be in the high-3x area over the
next few years.

Moreover, the issue-level and recovery ratings on existing debt at
CenturyLink and its related subsidiaries, including Qwest Corp.,
likewise remain unchanged, since this transaction does not alter
S&P's assumptions for the amount of debt at Qwest Corp. or any
other entity within the CenturyLink capital structure, at the time
of our simulated default.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating              BB/Stable/--

New Rating

Qwest Corp.
Senior Unsecured notes               BBB-
  Recovery Rating                     1



RAILWAY COMPANY: Seeks Continued Cash Collateral Use Thru March
---------------------------------------------------------------
Railway Company LLC filed a second interim motion for the continued
use of its cash collateral for the period January 1, 2016 through
March 31, 2016.

The Debtor insists that it requires the cash collateral to continue
operation of its business.  Without authority to use cash
collateral, the Debtor says it will be forced to close immediately,
resulting in irreparable harm and damage to the estate.

Under the Debtor's Second Interim Cash Collateral Budget, it
foresees expenses for January 2016 to total $49,800; for February
2016, $44,789; and for March 2016, $70,592.

Non-insider creditor Thorofare Asset Based Lending Fund III may
hold claims against the cash collateral.  Thus, the Debtor proposes
to pay to Thorofare $15,000 by January 31, 2016; $15,000 by
February 29, 2016; and $15,000 by March 31, 2016 as adequate
protection for the creditor's liens or claims in the cash
collateral.

A preliminary hearing on the matter has been scheduled for January
28, 2016, at 10:30 a.m. in Judge Jacobvitz's hearing room.

Thorofare is represented by:

          SUTIN, THAYER & BROWNE, P.C.
          Benjamin E. Thomas, Esq.
          P.O. Box 1945
          Albuquerque, NM 87103
          Email: BET@sutinfirm.com

                       About Railyard Company

Railyard Company, LLC, owns and developed two-story Market Station
that houses the REI sporting goods store and other tenants.  It
filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on
Sept. 4, 2015.  The petition was signed by Richard Jaramillo as
managing member.  The Debtor is represented by William F. Davis,
Esq., at William F. Davis & Associates, P.C., as counsel.

The Debtor's Chapter 11 petition says the Company has about $11.2
million in debts and $13.8 million in assets.

                             *   *   *

Creditor Thorofare Asset Based Lending Fund III, L.P., has sought
the appointment of a Chapter 11 Trustee to administer the Debtor's
bankruptcy estate.  The Court a Feb. 11 hearing to consider the
request.


RELATIVITY MEDIA: Netflix, Others Challenge Chapter 11 Plan
-----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a slew of
Relativity Media creditors including Netflix and Viacom filed
objections on Jan. 21, 2016, in New York to the company's proposed
bankruptcy reorganization plan, saying revenue projections were
overly optimistic.

At stake is the Debtor's plan to raise $100 million and emerge from
Chapter 11 early this year with a restructured balance sheet under
the leadership of CEO Ryan Kavanaugh.  Relativity is also facing
opposition from Sony Entertainment, Paramount Pictures and Google,
among others.

Netflix filed one of the toughest objections.

                        About Relativity

Relativity -- http://relativitymedia.com/-- is a next-generation  
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music.  More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.

Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and
The Fighter.

Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989).  The
case is assigned to Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in
New York.

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment
banker.  The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company,
Inc.

             *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct. 21, 2015, completed its purchase of the assets of Relativity
Television.

After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.  Jim Cantelupe, of Summit Trail
Advisors, LLC, has committed to work with the Debtors to raise up
to $100 million of new equity to fund the Plan.


RELATIVITY MEDIA: Says Unsecured Creditors Back Reorg. Plan
-----------------------------------------------------------
Eriq Gardner, writing for The Hollywood Reporter, reports that
Relativity Media said its unsecured creditors voted by an
"overwhelming percentage" to accept the Company's plan of
reorganization, which is headed for Bankruptcy Court confirmation
on Feb. 1, 2016.

The Hollywood Reporter relates that the Plan calls for the 2016
release of films including The Disappointments Room, Before I Wake,
Kidnap, Masterminds and Strangers 2.

According to the report, the Company is still dealing with several
objections to plan.  The report states that on Jan. 26, 2016, the
Company reached a settlement on claims concerning Manchester, a
subsidiary of Paul Singer's hedge fund, Elliott Management, an
early backer of the Company, wherein Manchester agreed not to
object to the Plan.

The Hollywood Reporter says that the Company has also secured more
than $100 million in exit financing from Macquarie Bank, hedge-fund
magnate Joseph Nicholas, Atorus Investment Management,
TomorrowVentures, Carat Global and VII Peaks Capital.

Anjelica Oswald at Business Insider adds that the Company has
called a recently released New York magazine article written by
Benjamin Wallace about founder and CEO Ryan Kavanaugh "defamatory"
and filled with "unsubstantiated gossip."  Business Insider relates
that the article exposes the Company's dive into bankruptcy and Mr.
Kavanaugh's alleged business practices, including spending money on
lavish expenditures.  

The Company said in a statement that "the article is filled with
unsubstantiated gossip and allegations which opportunistically fit
its predetermined narrative about Relativity and its founder, Ryan
Kavanaugh.  Prior to the story's publication, we provided the
magazine with actual facts and data that its editors and reporter
chose to ignore.  We remain focused on completing and receiving
approval for our plan of reorganization and look forward to our
emergence as a stronger company."

"The piece speaks for itself.  The response [from Kavanaugh] was
vague and expressed his displeasure about the piece.  We feel as
confident in it now as we did before it went to press," Deadline
quoted New York magazine's deputy editor, David Haskell, as
saying.

                         About Relativity

Relativity -- http://relativitymedia.com/-- is a next-generation
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music.  More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.

Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.

Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989).  The
case is assigned to Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in
New York.

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker.  The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano & Company,
Inc.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct.
21, 2015, completed its purchase of the assets of Relativity
Television.

After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.  Jim Cantelupe, of Summit Trail
Advisors, LLC, has committed to work with the Debtors to raise up
to $100 million of new equity to fund the Plan.


SAMUEL E. WYLY: Offshore Trusts Fraudulent, Dallas Judge Says
-------------------------------------------------------------
Tom Korosec, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Samuel Wyly's lawyer, fighting a $2.2 billion claim
by the Internal Revenue Service, told a judge in Dallas, Texas,
that his client's tax planning was "aggressive but not illegal."

According to the report, a Dallas bankruptcy judge heard closing
arguments on Jan. 27 in a lawsuit by the IRS, which is seeking to
recover unpaid taxes, interest and penalties on money that Sam Wyly
and his late brother Charles held in offshore trusts from 1992 to
2013.

"The debtors have shown that the planning here was aggressive but
not illegal," Wyly attorney Donald Lan told U.S. Bankruptcy Judge
Barbara Houser, the report related.  "Aggressive does not mean it's
fraud.  Aggressive does not even mean it's wrong.  Aggressive means
there is a risk you are going to lose."

Judge Houser, the report said, expressed skepticism about one
particular round of trusts, saying they gave her "heartburn."
"Those trusts were wrong from the beginning," the judge said, the
report related.  "Those trusts were, should I say it, fraudulent."

Judge Houser also took issue with the Wylys' reliance on experts, a
repeated theme during 11 days of testimony, the report related.  If
that was the law, she said, then every taxpayer could hide behind
an agent and "nobody would ever be liable for anything," the report
further related.

                        About Sam Wyly

Sam Wyly is a lifelong entrepreneur and author.  His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.

Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil
fraud case.  In September 2014, a federal judge ordered Mr. Wyly
and the estate of his deceased brother to pay more than $300
million in sanctions after they were found guilty of committing
civil fraud to hide stock sales and nab millions of dollars in
profits.

                        About Caroline Wyly

Caroline Wyly is the widow of business tycoon Charles Wyly.  She
and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy
protection as leverage to settle a looming tax bill and a $329
million claim from the Securities and Exchange Commission.  Her
bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy
Court, Northern District Texas (Dallas).


SANTA FE GOLD: Cancels Chapter 11 Auction, Names Waterton Buyer
---------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that Santa Fe Gold
Corp. told a Delaware bankruptcy judge Jan. 25, 2016, that it
canceled its auction and deemed stalking horse bidder and
prepetition lender Waterton Global Value LP the proposed buyer, but
must still work out opposition from unsecured creditors over the
credit bid and how value will be distributed.  During a hearing in
Wilmington, Santa Fe Gold attorney Kenneth J. Enos of Young Conaway
Stargatt & Taylor said the precious metals miner intends to present
the proposed sale to the court Feb. 5.

                       About Santa Fe Gold

Santa Fe Gold Corporation and three affiliated entities, a group of
mining and mineral exploration companies headquartered in
Lordsburg, New Mexico, filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Lead Case No. 15-11761) on Aug. 26, 2015, to pursue
an expedited sale of their assets in order to maximize value for
all stakeholders.

The case is pending before the Honorable Mary F. Walrath.  The
cases are being jointly administered for procedural purposes.  The
Debtor continues to operate its business and manage its properties
as a debtor-in-possession.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Canaccord Genuity Group Inc., as financial advisor; and
American Legal Claim Services, LLC, as notice, claims, and
solicitation agent.

Santa Fe Gold disclosed $19.1 million in assets and $29.9 million
in debt as of March 31, 2015.


SIMPLY FASHION: WBCMT 2004-C10 Sells Claim to Westland Michigan
---------------------------------------------------------------
In the Chapter 11 cases of Adinath and Simply Fashion Stores, Ltd.,
one claim switched hands in December 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
Westland Michigan Ave, LLC   WBCMT 2004-C10 Retail   $36,186.80
                             31260, LLC

                      About Simply Fashion

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885).  The cases are under the Honorable Laurel M.
Isicoff.

The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.

The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.

On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.


SRAM CORP: Moody's Cuts Corporate Family Rating to B2
-----------------------------------------------------
Moody's Investors Service downgraded SRAM Corporation's ("SRAM")
ratings due to its weak operating performance and concerns about
its ability to access its revolving credit facility. The Corporate
Family Rating was downgraded to B2 from B1. The rating outlook is
stable.

"Debt/EBITDA is high at around 5.5 times and is expected to exceed
6 times in the next quarter or two," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. While leverage will
fall over time, it will remain above Moody's previous expectations
and may restrict the company's ability to access the revolving
credit facility. "But we expect the company to maintain an adequate
liquidity profile even without revolver access owing to cash on
hand and our expectation of over $30 million of free cash flow in
2016," noted Cassidy.

Ratings downgraded:

Corporate Family Rating to B2 from B1;

Probability of Default Rating to B2-PD from B1-PD;

$715 Million ($600 million outstanding) First Lien
Term Loan to B2 (LGD 3) from B1 (LGD 3);

$40 Million First Lien Revolver to B2 (LGD 3) from B1 (LGD 3);

RATING RATIONALE

SRAM Corporation's ("SRAM") B2 Corporate Family Rating reflects its
modest scale with about $615 million of revenue, narrow product
focus in bicycle component parts, susceptibility to discretionary
consumer spending, and high leverage with debt/EBITDA approaching 6
times. SRAM's credit metrics need to be stronger than similarly
rated consumer durables companies because of its small size and
history of aggressive financial policy. The rating is constrained
by the increased risk of not having access to the revolving credit
facility due to covenant compliance limitations. The rating is also
constrained by the company's record of shareholder friendly
activities such as dividends and share repurchases as well as by
the potential for future debt funded acquisitions. SRAM's
significant exposure to Europe where about half of its revenue is
generated also inhibits the rating. SRAM's rating benefits from: 1)
good operating margins with EBIT/revenue around 15%; 2) good market
position within the bicycle component industry; 3) solid product
portfolio within the premium bicycle component segment; and 4)
strong brand recognition among bike enthusiasts and dealers.

The stable outlook reflects Moody's view that SRAM will maintain an
adequate liquidity profile even if it doesn't have access to the
revolving credit facility. Leverage sustained around 5 to 5.5 times
is consistent with a stable outlook.

The ratings are unlikely to be upgraded in the near term. This is
because of SRAM's recent weak operating performance, small size,
soft credit metrics and uncertainty regarding its ability to access
its revolver. Sustained improvement in its liquidity profile is
necessary for an upgrade to be considered. Key credit metrics
necessary for an upgrade in the longer term would be debt to EBITDA
approaching 4 times and interest coverage approaching 3 times.

Ratings could be downgraded if liquidity weakens or if earnings,
cash flow and credit metrics do not improve as expected. For
example, Moody's could downgrade the ratings if debt to EBITDA is
sustained over 6 times; or if EBIT margins fall to the low double
digits. Failure to reduce leverage to obtain access to the
revolving credit facility could also spur a downgrade.

Headquartered in Chicago, Illinois, SRAM Corporation is a global
manufacturer and designer of premium bicycle components. Revenue
for the twelve months ended September 2015, approximated $615
million.



SWIFT ENERGY: Feds Take Issue with $49 Million Bankruptcy Sale
--------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that the U.S.
government took issue on Jan. 22, 2016, with bankrupt Swift
Energy's proposed $49 million sale of some of its Louisiana oil and
gas assets, arguing that it could wind up transferring federal
contract rights without first seeking Uncle Sam's consent.

In a motion before the Delaware bankruptcy court, the U.S.
Department of Interior's Bureau of Land Management and Office of
Natural Resources Revenue contended that the proposed sale was not
filed with enough lead time for the government to investigate what
interests it has in the assets.

                      About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration,
development, production and acquisition of oil and natural gas
properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015.  The petitions were signed by Alton D.
Heckaman, Jr., the executive vice president and CFO.  Judge Mary
F. Walrath has been assigned the cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.


TALOS ENERGY: S&P Cuts Corp. Credit Rating to B-, Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based exploration and production company Talos
Energy LLC to 'B-' from 'B'.  The outlook is negative.

S&P also lowered its issue-level rating on the company's existing
senior unsecured notes to 'CCC+' from 'B-'.  The recovery rating
remains '5', indicating S&P's expectation of modest (the lower end
of the 10% to 30% range) recovery in the event of a payment
default.

"The downgrade reflects the effect of our reduced oil and natural
gas price assumptions on the company's credit measures and our
estimates for higher debt leverage in 2016 and 2017," said Standard
& Poor's credit analyst Daniel Krauss.

Although Talos is well-hedged in 2016, S&P now estimates that
credit measures will weaken significantly in 2017, which results in
our revised financial risk profile assessment of highly leveraged
from aggressive.  S&P views Talos' business profile as vulnerable.
S&P considers liquidity to be less than adequate.

The negative outlook reflects the potential that S&P could lower
the rating within the next year if the company's liquidity position
were to weaken materially from current levels, or if S&P viewed the
company's leverage as unsustainable.  In S&P's base case scenario,
it expects credit measures to weaken significantly in 2017, with
weighted average debt/EBITDA over 5x and FFO/debt around 12% over
the next two years.

S&P could lower the ratings if the company's liquidity
deteriorated, which would most likely be due to a material cut in
the borrowing base.  S&P could also consider a downgrade if the
company's capital structure appeared unsustainable, which would
most likely be due to a large debt-funded acquisition, a
deterioration in operating performance, or if capital spending is
higher than S&P currently anticipates without a commensurate
increase in production.

S&P could revise the outlook to stable if the company was able to
improve its liquidity position to a level that S&P considers to be
adequate.  This could be the result of successful exploration
program, resulting in an increase in the company's proved reserves
and borrowing base.



THANE INTERNATIONAL: Management Buyout Closed in December
---------------------------------------------------------
SSG Capital Advisors, LLC acted as the investment banker to Thane
International, Inc. in the sale of substantially all of its assets
in a management buyout.  The sale was effectuated through a
Canadian receivership proceeding and was approved by the U.S.
Bankruptcy Court through a Chapter 15 bankruptcy filing.  The
transaction closed in December 2015.

Thane is a global, multichannel media and direct-marketing
enterprise with a focus on the sale of unique consumer products.
The Company airs direct response television programs to generate
revenue from product sales and has access to hundreds of thousands
of hours of media time.   The Company develops compelling
promotional programs with global appeal for consumer goods in the
housewares, health and beauty, and fitness sectors.  Thane is a
fully integrated consumer products company, with the ability to
develop, manufacture and distribute its products to its domestic
and international customer base.  With strategically-located
facilities, the Company maintains a worldwide distribution platform
that spans millions of consumers in over 100 countries.

Thane's performance was challenged by the transforming media and
retail landscape, in addition to changes in consumer behavior.  In
response to the Company's challenges, management implemented
initiatives geared toward transforming Thane by leveraging its
expertise in television marketing to drive a multi-channel strategy
through traditional retail channels and access to over 10,000
stores across the globe.  The Company needed to strengthen its
capital base to complete the transformation and provide for future
growth.

SSG was retained as Thane's investment banker to explore strategic
alternatives, including a potential sale of the Company. Leveraging
its  experience in the consumer products industry as well as its
relationships with consumer products-focused and special
situations-oriented private equity firms, SSG conducted a
comprehensive marketing program which resulted in a competitive
bidding process for Thane.  The Company was ultimately sold in a
management buyout.

Other professionals who worked on the transaction include:

    * David F.W. Cohen -- david.cohen@gowlings.com -- and Rachel
      C. Conway -- rachel.conway@gowlings.com -- of Gowling
      Lafleur Henderson LLP, lead counsel to the bank group;

    * Paul van Eyk -- pvaneyk@richter.ca -- and Pritesh Patel
      -- ppatel@richter.ca -- of Richter Advisory Group Inc.,
      Canadian receiver to Thane International, Inc.;

    * Gordon G. Raman -- GRaman@blg.com -- of Borden Ladner
      Gervais LLP, counsel to Thane International, Inc.;

    * Mark L. Desgrosseilliers -- mdesgrosseilliers@wcsr.com --
      Morgan L. Patterson -- MPatterson@wcsr.com -- and Nicholas
      T. Verna -- NVerna@wcsr.com -- of Womble Carlyle Sandridge
      & Rice, LLP, bankruptcy counsel to Thane International;

    * Alex F. Morrison -- alex.f.morrison@ca.ey.com -- of Ernst &
      Young LLP, financial advisor to Thane International, Inc.;

    * Stanley W.L. Freedman -- sfreedman@airdberlis.com -- of
      Aird & Berlis LLP, counsel to the buyer;

    * Richard M. Beck -- rbeck@klehr.com -- of Klehr Harrison
      Harvey Branzburg LLP, bankruptcy counsel to the bank group;
      and

    * David T.B. Audley -- audley@chapman.com -- and Michael T.
      Benz -- benz@chapman.com -- of Chapman & Cutler LLP,
      bankruptcy counsel to the bank group.

                 About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.  SSG Capital
Advisors, LLC (Member FINRA, SIPC) is a wholly owned broker dealer
of SSG Holdings, LLC.  SSG is a registered trademark for SSG
Capital Advisors, LLC.  SSG provides investment banking,
restructuring advisory, merger, acquisition and divestiture
services, private placement services and valuation opinions.

                    About Thane International

Headquartered in Mississauga, Ontario, the Thane Group operates a
multi-national direct response business.  The Thane Group focuses
on the sale of unique consumer products using developed promotional
programs with product development (in-house and through third
parties), manufacturing (through third parties) and distribution
(in-house and through third  parties) directly to consumers locally
and globally as well as distribution of those products through
traditional retail store distribution channels to consumers.

Thane International, Inc., et al., filed Chapter 15 petition
(Bankr. D. Del. Proposed Lead Case No. 15-12186) on Oct. 25, 2015.

The Debtors estimated assets in the range of $10 million to $50
million and liabilities of more than $100 million.

Womble Carlyle Sandridge & Rice, LLP represents the Receiver as
counsel.


TORQUED-UP ENERGY: Seek Authority to Sell Assets, Pay Admin. Agent
------------------------------------------------------------------
Torqued-Up Energy Services, Inc. and its affiliated debtors asked
the U.S. Bankruptcy Court for the Eastern District of Texas, Tyler
Division, for authority to sell their assets free and clear of
liens or other interest in such assets with any valid liens,
claims, encumbrances, or other interests to attach to the proceeds
of sale.

The Debtors also ask the Court for authorization to pay from the
sale proceeds to the Administrative Agent at the closing of such
sale of at least the greater of 85% of gross sale proceeds or
$8,000,000.

The Debtors relate that their assets have been marketed by Simmons
International & Company.  The Debtors further relate that as part
of the Court's Bid Procedures Order, Cougar Pressure Control, LLC
was designated as an approved Stalking Horse whose signed Asset
Purchase Agreement ("APA") would be consummated with the Debtors
and approved by the Court in the event there were no other
Qualified Bidders for the assets.  The Debtors note that an auction
for the assets is scheduled for Jan. 28, 2016 at the offices of the
Debtor in the event there are one or more Qualified Bidders in
addition to Cougar.

Torqued-Up Energy Services is represented by:

          Patrick Kelley, Esq.
          IRELAND CARROLL & KELLEY, P.C.
          6101 S. Broadway, Suite 500
          Tyler, TX 75703
          Telephone: (903)561-1600
          Facsimile: (903)581-1071
          E-mail: patkelley@icklaw.com

                - and -

          Jason S. Searcy, Esq.
          SEARCY & SEARCY, P.C.
          P.O. Box 3929
          Longview, TX 75606
          Telephone: (903)757-3399
          Facsimile: (903)757-9559
          E-mail: jsearcy@jsearcylaw.com

                 About Torqued-Up Energy Services

Torqued-Up Energy Services, Inc., Arctic Acquisition Corporation
and Torqued-up Enterprises, LLC filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Tex. Case Nos. 15-60796, 15-60798, and
15-60799, respectively) on Nov. 24, 2015.  The petition was signed
by Kelly W. Prentiss as CEO.  The Debtors estimated both assets
and
liabilities in the range of $10 million to $50 million.  Ireland,
Carroll, & Kelley and Searcy & Searcy, P.C. serve as the Debtors'
counsel.  Judge Bill Parker has been assigned the case.

Arctic and Enterprises, while non-operating, are guarantors on
debt
to the senior secured lenders and have pledged assets to secure
that debt.

As of Oct. 9, 2015, the Company had on hand the sum of
approximately $1.2 million in cash.  The Debtor also owns
approximately $3 million in outstanding accounts receivables of
which approximately $1.5 million is collectible.


TRANS-LUX CORP: Gabelli Equity Reports 24.1% Stake as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Gabelli Equity Series Funds, Inc. disclosed that as of
Dec. 31, 2015, it beneficially owns 404,250 shares of common stock
of Trans-Lux Corporation representing 24.17 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/fzreZE

                     About Trans-Lux Corporation

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

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

As of Sept. 30, 2015, the Company had $15.4 million in total
assets, $18.6 million in total liabilities and a total
stockholders' deficit of $3.24 million.

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


TRANSFIRST HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B' corporate
credit rating on Hauppauge, N.Y.-based TransFirst Holdings Inc. on
CreditWatch with positive implications.  In addition, S&P placed
its 'B' issue-level rating on the company's first-lien secured debt
and 'CCC+' issue-level rating on the company's second-lien debt on
CreditWatch positive.

"The CreditWatch placement follows the announcement that TransFirst
has entered into a definitive agreement to be acquired by Total
System Services Inc. (BBB-/Stable/--) for $2.35 billion," said
Standard & Poor's credit analyst Peter Bourdon.

S&P expects that Total System Services will refinance TransFirst's
current debt in coordination with the close of the transaction, at
which point S&P expects to raise the corporate rating to 'BBB-' in
line with the rating on Total System Services, then withdraw the
corporate credit rating and issue-level rating.  

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 that on Total System
Services.  S&P expects to 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 TransFirst, which would most likely result
in S&P's affirming the ratings and removing them from CreditWatch.



TRI-VALLEY CORP: K&L Gates Wants Claims Abetting Breach Junked
--------------------------------------------------------------
Beth Winegarner at Bankruptcy Law360 reported that K&L Gates LLP
urged a California federal judge on Jan. 14, 2016, to throw out
allegations that it helped a bankrupt petroleum company breach its
fiduciary duty to a business partner, arguing that those
allegations are based on communications protected by free speech
laws.

K&L Gates, which represented Tri-Valley Corp. and two of its
subsidiaries as it entered Chapter 11 bankruptcy, argued in San
Francisco court that the judge must dismiss claims the firm aided
and abetted Tri-Valley's alleged breach against the TVC Opus I
Drilling Program Ltd.

                       About Tri-Valley Corp.

Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explored for and produced oil

and natural gas in California and has two exploration-stage gold
properties in Alaska.  It had 21 wells in California and
exploration rights in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7, 2012,
with funding from lenders that require a prompt sale of the
business.  The affiliates are Tri-Valley Oil & Gas Co., TVC Opus I
Drilling Program, L.P., and Select Resources Corporation, Inc.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  Epiq
Bankruptcy Solutions, LLC, is the claims agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and $9.4
million in unsecured debt owing to suppliers.

An official committee of unsecured creditors has been appointed in
the case.

The Tri-Valley case was converted to Chapter 7 according to a March
25, 2013 order.  Charles A. Stanziale, Jr., was appointed as
chapter 7 trustee.


TRINITY PLACE: Plans for Mixed-Use Development Project in N.Y.
--------------------------------------------------------------
Trinity Place Holdings Inc., a real estate investment company, on
Jan. 27 announced its plans for a 285,000-square-foot, mixed-use
development project at 77 Greenwich Street in New York City's
Financial District neighborhood.  The plans call for approximately
85 luxury residential condominiums and 7,000 square feet of retail
space on Greenwich Street, as well as the recently announced
476-seat elementary school serving District 2.

"We are happy to share that we anticipate construction of the
project starting this year," stated Matthew Messinger, President &
CEO of Trinity Place Holdings Inc., owner and developer of the 77
Greenwich Street project.  "We are also proud to be working with
the New York City School Construction Authority in connection with
their efforts to bring a much needed new public school to Lower
Manhattan.  As Downtown Manhattan continues to see more than $30
billion of public and private investments come to fruition, we
expect 77 Greenwich to be the latest milestone in the
neighborhood's evolution as a highly desirable live-work
community."

FXFOWLE Architects has designed the mixed-use tower, which is
slated to rise approximately 500 feet in the air and will feature a
pleated glass curtainwall above a limestone base.  Deborah Berke
Partners is designing the residential interiors.  The Marketing
Directors will lead the marketing and sales effort for the luxury
condominium residences.

Mr. Messinger continued, "What makes the residential component
unique is that all condominium residences will start at an
elevation of 150 feet, sitting above the school, allowing for
panoramic views of New York Harbor, the Hudson River as well as the
New York City skyline from every home in the building."

Slated for completion in 2019, the development site is comprised of
the former Syms clothing store and the 19th-century landmarked
Dickey House, a federal style townhouse constructed in the early
1800s.  Project plans call for the Dickey House exterior to be
meticulously restored and the interiors adaptively reused.

Strategically located in Lower Manhattan, 77 Greenwich is ideally
situated in close proximity to many of NYC's most coveted
destinations including the World Trade Center, South Street
Seaport, Battery Park City, Brookfield Place, Wall Street and its
luxury shops and restaurants including Saks Fifth Avenue, Burberry,
Hermes and Tiffany & Co., to name a few.  In addition, future
residents at 77 Greenwich will have the opportunity to live steps
away from Nobu, Le District, Hudson Eats and Mario Batali's Eataly.
The development site is also located steps away from what will be
the newly expanded and landscaped Elizabeth Berger Park as well as
ample green space and recreational destinations including the
Hudson River Greenway, Battery Park, Battery Park City and the East
River Bikeway. The 1, R, 2, 3, 4, 5 and PATH trains provide easy
access for all future residents and students.

             About Trinity Place Holdings, Inc.

Trinity Place Holdings -- http://www.trinityplaceholdings.com--
currently has significant real estate in three states, a variety of
consumer-sector intellectual property rights and significant net
operating losses.  Trinity's assets include real estate in the
Westbury, New York, Paramus,
New Jersey, and West Palm Beach, Florida markets, as well as
"Trinity Place," one of Lower Manhattan's premier development
sites.  Trinity intellectual property includes rights related to
the Filene's Basement trademarks.  The company is currently traded
OTC under the symbol TPHS.  Its current assets are the legacy of
certain Syms Corp. and Filene's Basement holdings as a result of
those companies having emerged from Chapter 11 bankruptcy under a
plan of reorganization in September 2012.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement, is
the oldest off-price retailer in the United States.  The Basement
focuses on high-end goods and is known for its distinctive,
low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors disclosed
assets of $236 million, including real estate of $97.7 million, and
liabilities of $94 million, including $31.1 million owing on a
revolving credit with Bank of America NA as agent.  In addition,
there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010, secured
creditors in the Chapter 11 case have been paid in full, and
holders of priority, administrative and convenience class claims
have received 100% of their allowed claims.  As reported by the
Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of
Abacus Advisors LLC and Chief Restructuring Officer for FB
Liquidating Estate disclosed that a second distribution of dividend
checks to Filene's unsecured creditors amounting to 12.5% of
approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman and
Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets and
$50 million to $100 million in debts.  The petitions were signed by
Gary Binkoski, authorized representative of Filene's Basement.

The official committee of unsecured creditors appointed in the 2011
case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


UNIFRAX HOLDING: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Tonawanda, N.Y.-based specialty fiber products manufacturer Unifrax
Holding Co. to negative from stable.  S&P also affirmed its 'B'
corporate credit rating on the company.

At the same time, S&P affirmed its 'B+' issue-level rating on
Unifrax I LLC's first-lien facility. The recovery rating remains
'2', indicating S&P's expectation of substantial (70% to 90%; upper
half of the range) recovery for lenders in the event of a payment
default.

In addition, S&P affirmed the 'B-' rating on Unifrax I LLC's senior
unsecured notes.  The recovery rating remains '5', indicating S&P's
expectation of modest (10% to 30%; upper half of the range)
recovery for lenders in the event of a payment default.

"The negative outlook reflects our view that there is a
one-in-three probability that we could lower the rating, if Unifrax
is unable to restore its credit measures after being stretched in
2015 due to the impact of weakness in global metals and industrial
markets served by its thermal management business, which accounts
for roughly half of the company's sales," said Standard & Poor's
credit analyst Nadine Totri.  "Unifrax's thermal management
business is correlated with global steel and metal production,
which has been hurt by sustained price weakness, reflecting the
ongoing excess industry supply, combined with lower-than-expected
demand from China and other developing countries," she added.

The outlook is negative.  Unifrax's credit measures are currently
stretched in light of the challenges facing the metals sector and
the translation impact of the strong dollar.  S&P expects credit
measures to further weaken for the full-year 2015 to more than 7x
debt to EBITDA, and then start to recover in 2016; however, S&P
believes that the company could be challenged if end markets remain
weak and the company is unable to achieve significant cost savings
as part of its restructuring efforts.  Despite challenging
operating conditions, S&P expects the company to maintain EBITDA
margins above 20% and maintain positive free operating cash flow of
at least $20 million.

S&P could lower the rating if end markets are likely to be weaker
than it expects, causing revenues to decline further and leverage
to remain above 6.5x.  S&P could also lower the rating if free cash
flow declines, or it appears likely that the company will draw on
its revolver to an extent that triggers the leverage covenant and
the company is not likely to have 15% headroom.

S&P could revise the outlook to stable if it expects operating
performance to stabilize, and the impact of the company's various
cost-saving measures results in debt to EBITDA trending toward 6.5x
to 6x, and remaining there.



VARIANT HOLDING: Snowdon Parties Oppose Plan Filing Extension
-------------------------------------------------------------
Snowdon Partners Properties 15, LLC and Snowdon FX3 Huddie, LLC,
have expressed their opposition to Variant Holding Company, LLC, et
al.'s fourth request for an extension of its exclusive plan filing
period.

As previously reported by The Troubled Company Reporter in
December, the Debtors have sought an extension of their exclusive
plan filing period through Feb. 28, 2016 and its exclusive plan
solicitation period through April 28, 2016.

In their response, the Snowdon Parties asserted that the Debtors
have not shown sufficient cause exists for the requested extension.
"Moreover, neither by its track record in this case nor by any
allegation made in the Motion has the Debtor shown that it is
headed towards the filing of a confirmable plan," the Snowdon
Parties said.

The Snowdon Parties contended that the Motion provides no
information for the Court or the Debtors' creditors about how the
Debtor intends to use the additional time that it requests to reach
a confirmable plan.

Thus, the Snowdon Parties ask the Court to deny the Debtors'
extension request.

                          Debtor Reacts

The Debtors maintain that they are seeking one final extension of
the Exclusive Periods.

The Debtors note also that the Snowdon Parties are objecting to the
Motion based on an alleged lack of progress towards the
confirmation of a plan in the case.  

"Since the filing of the Motion, the Snowdon Entities did not even
bother to contact the Debtor for an update prior to the filing of
the Objection. If the Snowdon Parties had contacted the Debtor,
they would have been informed that the Debtor is in the final
stages of negotiating a new debtor-in-possession financing facility
and stalking horse sale agreement with the Beach Point Funds, which
sale will be accomplished through the bankruptcy filings of the
Debtor's subsidiaries and a chapter 11 plan for the Debtor and its
subsidiaries," Peter Keane, Esq. of Pachulski Stang Ziehl & Jones
LLP, said, on the Debtors' behalf.

                    Beach Point Funds File Joinder

BPC VHI, L.P., Beach Point Total Return Master Fund, L.P., and
Beach Point Distressed Master Fund, L.P. -- the Beach Point Funds
-- join in the Debtors' request.

The Beach Point Funds inform the Court that together with the
Debtors, they are finalizing agreements whereby, upon the
commencement of separate bankruptcies for the Debtors'
subsidiaries, the Beach Point Funds will provide additional
debtor-in-possession financing to the Subsidiaries and act as
stalking horse purchaser for the Texas/East Coast Portfolio.

"Such substantial efforts taken by the Debtor to date in
structuring and planning a new process for the sale of the
Texas/East Coast Portfolio, which will be implemented
through a confirmed chapter 11 plan, is ample "cause" for
the Court to grant the Debtor one last extension of the Debtor's
Exclusivity Periods," the Beach Point Funds maintain.

The Snowdon Parties are represented by:

          DLA PIPER LLP (US)
          Stuart M. Brown, Esq.
          Daniel N. Brogan, Esq.
          1201 North Market Street, Suite 2100
          Wilmington, DE 19801-1147
          Tel No: (302) 468-5700
          Fax No: (302) 394-2341
          Email: stuart.brown@dlapiper.com
                 daniel.brogan@dlapiper.com

                -- and --

          THOMPSON KRONE, P.L.C.
          Russell E. Krone
          4601 East Ft. Lowell Road, Suite 109
          Tucson, Arizona 85712
          Tel No: (520) 884-9694
          Email: russ@thompsonkrone.com

The Beach Point Funds are represented by:

          RICHARDS, LAYTON & FINGER, P.A.
          Mark D. Collins, Esq.
          Robert J. Stearn, Jr., Esq.
          Robert C. Maddox, Esq.
          One Rodney Square
          920 North King Street
          Wilmington, Delaware 19801
          Tel No: (302) 651-7700
          Fax No: (302) 651-7701
          Email: collins@rlf.com
                 stearn@rlf.com
                 maddox@rlf.com

             -- and --

          O'MELVENY & MYERS LLP
          Daniel M. Petrocelli
          James M. Pearl
          Michael S. Neumeister
          1999 Avenue of the Stars
          Los Angeles, California 90067
          Tel No: (310) 553-6700
          Fax No: (310) 246-6779
          Email: dpetrocelli@omm.com
                 jpearl@omm.com
                 mneumeister@omm.com

             -- and --

          O'MELVENY & MYERS LLP
          Suzzanne S. Uhland
          Two Embarcadero Center, 28th Floor
          San Francisco, California 94111
          Tel No: (415) 984-870
          Email: suhland@omm.com

                       About Variant Holding

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014.  Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016.  Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units.  The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.


VARIANT HOLDING: Taps UpShot Services as Claims & Noticing Agent
----------------------------------------------------------------
Variant Holding Company, LLC, et al., sought and obtained the
Bankruptcy Court's authority to hire UpShot Services LLC as claims
and noticing agent effective as of the Petition Date.

UpShot shall serve as custodian of court records and will be
designated as the authorized repository for all proofs of claim
filed in these Chapter 11 cases and is authorized and directed to
maintain official claims registers for the Debtors and to provide
the Clerk with a certified duplicate upon request.

UpShot is also authorized and directed to obtain a post office box
or address for the receipt of proofs of claim.

Travis K. Vandell, chief executive officer at UpShot, assured the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Variant Holding

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014.  Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016.  Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units.  The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.


VARSITY MEDICAL: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Varsity Medical Center II LLC
        3838 N. Main St.
        Mishawaka, IN 46546

Case No.: 16-30108

Chapter 11 Petition Date: January 27, 2016

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Debtor's Counsel: Jacqueline S. Homann, Esq.
                  JONES OBENCHAIN, LLP
                  202 S. Michigan St.,
                  600 Key Bank Bldg.
                  P. O. Box 4577
                  South Bend, IN 46634-4577
                  Tel: (574) 233-1194
                  Email: jshbankruptcy@jonesobenchain.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Martin Hall, member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/innb16-30108.pdf


VERITEQ CORP: Iliad Research Reports 9.9% Stake as of Jan. 26
-------------------------------------------------------------
Iliad Research & Trading, L.P., et al., disclosed in an amended
Schedule 13G filed with the Securities and Exchange Commission on
Jan. 26, 2016, that they beneficially own 25,047,299 shares of
common stock of Veriteq Corp. representing 9.99 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/q6o7Js

                         About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ --
http://www.veriteqcorp.com/-- offers the world's first FDA       
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.

Veriteq reported a net loss of $3.91 million on $151,000 of sales
for the year ended Dec. 31, 2014, compared to a net loss of $18.2
million on $18,000 of sales for the year ended Dec. 31, 2013.

As of June 30, 2015, the Company had $1.19 million in total assets,
$12.8 million in total liabilities, $1.84 million in series D
preferred stock and a stockholders' deficit of $13.5 million.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2014, citing that the Company has incurred
recurring net losses, and at Dec. 31, 2014, had negative working
capital and a stockholders' deficit.  These events and conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


VERSO CORP: Wins Support for Reorganization, Lawyer Says
--------------------------------------------------------
Steven Church, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Verso Corp. won support from the majority of its
bondholders and lenders on a restructuring deal, paving the way to
eliminate $2.4 billion in debt, a lawyer said during the Company's
first day in bankruptcy court.

According to the report, the debt-for-equity proposal is backed by
each of the different creditor groups, with support ranging from 55
percent of senior lenders to 70 percent of junior bondholders,
George Davis, an attorney for Verso, said on Jan. 27 during a
hearing in Wilmington, Delaware.  Verso would eliminate virtually
all of its roughly $3 billion in bank and bond debt under the deal,
giving creditors equity in the reorganized company in return, Mr.
Davis said, the report related.

The company and the supporting creditors want to "avoid highly
contentious and potential value-destroying litigation," he said,
the report further related.

                     About Verso Corporation

Verso Corporation and 26 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to
16-10189, respectively) on Jan. 26, 2016.  The petitions were
signed by David Paterson as president and chief executive officer.

Verso Corporation is a North American producer of coated papers,
which are used primarily in magazines, catalogs, high-end
advertising brochures and annual reports, among other media and
marketing publications.  The Debtors employ approximately 5,200
personnel.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,

Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,

Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing agent.


VERSO CORPORATION: Hires Prime Clerk as Claims & Noticing Agent
---------------------------------------------------------------
Verso Corporation, et al., seek authority from the Bankruptcy Court
to employ Prime Clerk LLC as their official claims and noticing
agent, effective nunc pro tunc to the Petition Date.  The Debtors
said retaining Prime Clerk will expedite the distribution of
notices and the processing of claims, facilitate other
administrative aspects of their Chapter 11 cases, and relieve the
Office of the Clerk of the Bankruptcy Court of administrative
burdens.

The Debtors intend to pay Prime Clerk in accordance with the firm's
current  hourly rates:

     Title                           Hourly Rate
     -----                           -----------
     Analyst                           $30-$45
     Technology Consultant             $75-$95
     Consultant                        $80-$130
     Senior Consultant                 $135-$160
     Director                          $170-$195
      Solicitation Consultant                $185
      Director of Solicitation               $210

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

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $50,000.  Prime Clerk seeks to first
apply the retainer to all prepetition invoices, and thereafter, to
have the retainer replenished to the original retainer amount, and
thereafter, to 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.

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 Verso Corporation

Verso Corporation and 26 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to
16-10189, respectively) on Jan. 26, 2016.  The petitions were
signed by David Paterson as president and chief executive officer.

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  The Debtors employ approximately
5,200 personnel.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,

Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,

Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing agent.


VERSO CORPORATION: Seeks Joint Administration of Cases
------------------------------------------------------
Verso Corporation, et al., ask the Bankruptcy Court to enter an
order directing joint administration of their Chapter 11 cases for
procedural purposes only under the Lead Case No. 16-10163.

"Given the highly integrated nature of the Debtors' operations, I
believe that joint administration of these chapter 11 cases would
provide significant administrative convenience without harming the
substantive rights of any parties in interest," said Allen J.
Campbell, senior vice president and chief financial officer of
Verso.  "Many of the motions, hearings, and orders in these cases
will affect each Debtor, and joint administration would eliminate
the need for duplicate pleadings, notices, and orders in each of
the respective dockets," he continued.

According to Mr. Campbell, the Motion will not only preserve
individual creditors' rights, but also provide those creditors the
benefit of cost reductions associated with joint administration.

                     About Verso Corporation

Verso Corporation and 26 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to
16-10189, respectively) on Jan. 26, 2016.  The petitions were
signed by David Paterson as president and chief executive officer.

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  The Debtors employ approximately
5,200 personnel.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,

Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,

Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing agent.


VERSO PAPER: Moody's Affirms Ca CFR & Changes Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Verso Paper Holdings LLC's
probability of default rating to D-PD from Ca-PD/LD and affirmed
the corporate family rating at Ca.  For Verso and NewPage
Corporation's (a non-guarantor restricted subsidiary of Verso)
other debt ratings, refer to the debt list below.  The rating
outlook was changed to stable from negative.  Subsequent to the
actions, all ratings of Verso will be withdrawn as the company has
entered bankruptcy proceedings.

Downgrades:

Issuer: Verso Paper Holdings LLC

  Probability of Default Rating, Downgraded to D-PD from Ca-PD /LD

Outlook Actions:

Issuer: Verso Paper Holdings LLC

  Outlook, Changed To Stable From Negative

Affirmations:

Issuer: NewPage Corporation

  Senior Secured Bank Credit Facility, Affirmed Caa3(LGD3)

Issuer: Verso Paper Holdings LLC

  Corporate Family Rating, Affirmed Ca
  Subordinate Regular Bond/Debenture, Affirmed C (LGD6)
  Senior Subordinated Regular Bond/Debenture, Affirmed C (LGD6)
  Senior Secured Bank Credit Facility, Affirmed B3 (LGD1)
  Senior Secured Bank Credit Facility, Affirmed Ca (LGD4)
  Senior Secured Regular Bond/Debenture, Affirmed C (LGD5)
  Senior Secured Regular Bond/Debenture, Affirmed Ca (LGD4)

RATINGS RATIONALE

The downgrade follows today's announcement that Verso and its U.S.
subsidiaries commenced voluntary petitions under Chapter 11 of the
United States Bankruptcy Code.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Headquartered in Memphis, Tennessee, Verso is the largest coated
paper producer in North America with annual sales of about
$3 billion.



VERSO PAPER: S&P Lowers Rating on Sr. Sec. ABL Facility to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
ratings on Verso Paper Holdings LLC's senior secured ABL facility
and senior secured cash flow revolving credit facility to 'D' from
'CC'.  At the same time, S&P lowered its ratings on the company's
second priority senior secured notes and senior subordinated notes
to 'D' from 'C', both of which are guaranteed by subsidiary Verso
Corp.  As a result of these actions, all issue-level ratings for
Verso Paper Holdings LLC and its subsidiaries are now 'D'.

The rating action follows Verso's announcement that it has filed
voluntary petitions for restructuring under Chapter 11 of the U.S.
Bankruptcy Code.  The company communicated in its announcement that
it is working with a group of its creditors that hold the majority
in principal of most classes of its outstanding debt on a
restructuring plan that would seek to reduce debt by $2.4 billion.
Verso also stated that it expects to secure a debtor-in-possession
(DIP) facility of $600 million to provide liquidity for ongoing
operations while the restructuring is finalized.

On Jan. 22, 2016, Standard & Poor's lowered its corporate credit
rating on the company and certain issue-level ratings to 'D' after
Verso announced that it would exercise a grace period for interest
payments relating to its senior secured notes, as well as the term
loan issued by subsidiary NewPage Corp.  Subsequent to the rating
action, all issue-level ratings for Verso and its rated
subsidiaries are 'D'.  As of Sept. 30, 2015, the company's adjusted
debt was $3 billion (including $114 million in adjustments of for
operating leases, asset retirement obligations, accrued interest,
and pension and other postemployment benefit obligations).



VIRTUAL PIGGY: Philip Manning Quits as Director
-----------------------------------------------
Philip Manning resigned from the board of directors of Virtual
Piggy, Inc., effective Jan. 21, 2016.  The resignation of Mr.
Manning was not the result of a disagreement with the Company
relating to its operations, policies or practices, according to a
Form 8-K report filed with the Securities and Exchange Commission.

               About Oink (Virtual Piggy, Inc.)

Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet.  Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills.  The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a  manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws.  The company, based
in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and
holds three technology patents, US Patent No. 8,762,230, 8,650,621
and 8,812,395.

Virtual Piggy reported a net loss of $9.65 million in 2014, a net
loss of $16 million in 2013 and a net loss of $12.03 million in
2012.

As of Sept. 30, 2015, the Company had $1.31 million in total
assets, $6.26 million in total liabilities, all current, and a
$4.94 million stockholders' deficit.

Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's losses from
development stage activities raise substantial doubt about its
ability to continue as a going concern.


VIZIENT INC: S&P Assigns 'B' CCR & Rates $1.55BB Facilities 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Vizient Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $1.55 billion first-lien
credit facilities, which consist of a $75 million revolving credit
facility and a $1.475 billion term loan.  The '3' recovery rating
reflects S&P's expectation for meaningful (50% to 70%, at the high
end of the range) recovery in the event of a payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $400 million unsecured notes due
2024.  The '6' recovery rating reflects S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.

The ratings reflect Vizient's high leverage as a result of the
acquisition of MedAssets' Spend and Clinical Management (SCM)
segment as well as its analytics and consulting arm, Sg2.  It also
reflects the company's specialized focus as a GPO, or a negotiator
of supply contracts, and provider of analytical services primarily
to hospitals and other health care providers.  These
vulnerabilities partially offset S&P's belief that Vizient will
become the clear market-leading GPO after its acquisition of
MedAssets' SCM segment.  The company is also owned by hospital
members, who are also clients.

"We view the health care GPO industry as relatively stable because
of its relatively long contract terms, high recurring revenues, and
fairly high level of consolidation," said Standard & Poor's credit
analyst Tulip Lim.  "Although hospitals do purchase supplies on
their own without GPOs, and also use regional GPOs, we estimate the
top four players will constitute 85% of the national GPO market
after the SCM acquisition."

Additionally, Vizient provides consulting and analytical services
for health care providers.  The company competes with global
consulting firms like McKinsey as well as IBM and McKesson.
However, the company's members include some of the largest academic
medical centers in the country as well as community hospitals.  S&P
considers this to be a competitive advantage because it affords
Vizient a wealth of insights and solutions for its clients.

"Rising costs, reimbursement pressure, and flattish utilization
have incentivized hospitals to reduce spending, and increasingly
they are using data to manage their business and limit costs. These
trends drive Vizient's business, but could also put pressure on the
company's margins, since Vizient shares a portion of its fees with
the hospitals," said Ms. Lim.  "We believe Vizient's ownership
structure will magnify this dynamic. Furthermore, the company will
be making a large acquisition, which could result in integration
challenges and contract losses.  In the short-term, we believe
margins will expand from benefits of the acquisition, including the
reduction of duplicative costs."

Standard & Poor's expect the transaction will close in early
February and that it will nearly double the company's revenue base.
S&P expects underlying organic growth in the mid-single-digit area
for the next two years, although it expects the SCM and Sg2 segment
growth to decline at a low-single-digit rate in 2016 because of the
recent loss of the Tenet Healthcare contract.

S&P's outlook is stable, reflecting its expectation that the
company's revenue will grow organically at a mid-single-digit rate
and that despite cost pressures on providers, the company's EBITDA
margin will expand this year and next year, primarily because of
the acquisition, including cost synergies.



WALTER ENERGY: Provides Update on Dominion Trust Termination
------------------------------------------------------------
As previously announced, Southwest Bank, the trustee of the
Dominion Resources Black Warrior Trust (the "Trust"), was informed
by Walter Energy, Inc., the parent of Walter Black Warrior Basin
LLC ()Company"), that it, together with certain of its subsidiaries
and affiliates, including the Company ()Debtors") filed a petition
for relief under Chapter 11 of the U.S. Bankruptcy Code
()Bankruptcy Code") with the United States District Court for the
Northern District of Alabama Southern Division ()Bankruptcy Court")
on July 15, 2015 and that it has an agreement with lenders
regarding a pre-negotiated restructuring plan.  There have been
several rulings related to the bankruptcy proceedings as disclosed
by the Trust in Current Reports on Form 8-K filed with the
Securities and Exchange Commission ()SEC") on each of August 19,
2015, September 16, 2015, November 20, 2015 and December 31, 2015.


As stated in the Trust's Quarterly Report on Form 10-Q filed by the
Trust on November 23, 2015, pursuant to Section 9.02(b) of the
Trust Agreement of the Trust (the "Trust Agreement"), the Trust
shall terminate on its terms as a result of the failure to maintain
a 1.2 to 1.0 ratio for two consecutive calendar quarters of (i)
cash received pursuant to the Royalty Interests of the Trust (as
defined hereafter) to (ii) administrative costs.  The "Royalty
Interests" are certain overriding royalty interests in the proved
natural gas properties located in the Pottsville coal formation of
the Black Warrior Basin, Tuscaloosa County, Alabama.  Walter
Energy, Inc. did not pay either (i) the distribution to the Trust
that would have typically been paid in August 2015 and normally
would have included payments for the Royalty Interests sold during
the production months of April, May and June 2015 or (ii) the
distribution to the Trust that would have typically been paid in
December 2015 and normally would have included payments for the
Royalty Interests sold during the production months July, August
and September 2015.  As a result of these nonpayments, the Trust
did not maintain a 1.2 to 1.0 ratio for two consecutive calendar
quarters.  Therefore, pursuant to Section 9.02(b) of the Trust
Agreement, the Trust must terminate.

Currently, the Trust is involved in various appeals of rulings by
the Bankruptcy Court.  The Trust is currently appealing three
rulings: (1) the order issued on December 28, 2015 by the
Bankruptcy Court rejecting as executory contracts under section 365
of the Bankruptcy Code (i) the overriding royalty conveyance
recorded in Deed Book 1181 and Page 644 on June 30, 1994 in
Tuscaloosa County, Alabama, (ii) the Trust Agreement and (iii) the
Administrative Services Agreement; (2) the cash management order
issued on July 15, 2015 and the order denying reconsideration of
the cash management order issued on August 24, 2015; and (3) the
final cash collateral order originally issued on September 28,
2015.

As a result of the appeals process and the termination procedures
set forth in the Trust Agreement, the Trust's termination process
may continue into early 2017.  If the Trust is successful on the
appeals and the Trust receives value for the Royalty Interests
through the termination procedures of the Trust Agreement, to the
extent the assets of the Trust then exceed the liabilities of the
Trust, it is possible that the Trust would be able to make a
distribution to the unitholders of the Trust.  However, there is no
guarantee that the Trust will receive any value for the Royalty
Interests even if it is successful on the appeals, or if the Trust
does receive any value for the Royalty Interests, that the assets
of the Trust will exceed the liabilities of the Trust.

On January 5, 2016, the Trust was notified by the New York Stock
Exchange (the "NYSE") that the NYSE had determined to commence
proceedings to delist the units of beneficial interest of the Trust
()Units").  As a result of the termination of the Trust, the NYSE
determined that the Trust could no longer affirm an intent to cure
the Trust's noncompliance with the NYSE's continued listing
standards in Section 802.01C of the NYSE Listed Company Manual that
requires an average closing price of $1.00 per Unit over a 30
trading-day period and NYSE Regulation determined to proceed with
delisting the Units.  On January 21, 2016, the NYSE filed a Form 25
with the SEC to report the removal of the Trust from NYSE listing.
The Trust intends to file a Form 15 on or about February 1, 2016 to
give notice of the Trust's suspension of its duty to file reports
under Sections 13 and 15(d) of the Securities Exchange Act of 1934,
which will cease the Trust's periodic reporting requirements and
certain other filing requirements with the SEC.   The Trust's Units
are currently being traded on the over the counter markets
("DOMR").

As the Trust does not anticipate receiving payments at this time on
the Royalty Interests, the Trust does not intend to perform an
audit for 2015 and does not intend to send individual letters to
each unitholder regarding the quarterly financials of the Trust.
However, the Trust does intend to mail quarterly financial
information to registered unitholders.  Unitholders that do not
receive the quarterly financial mailing may access financial
information of the Trust from its website, www.dom-dominion.com
after January 31, 2016.

The Trust does not intend to send individual letters to each
unitholder regarding the tax information of the Trust for 2015.
However, the Trust does intend to mail tax information with general
quarterly factors to registered unitholders only for their use.
Unitholders that do not receive the tax information mailing may
access tax information of the Trust from its website,
www.dom-dominion.com after January 31, 2016.   

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
iindustry 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: Mooney Seeks Chapter 11 Trustee; Debtor Balks
-------------------------------------------------------------
Certain unsecured creditors of Wattenberg Oil & Gas Investment
Group, LLC, are asking the U.S. Bankruptcy Court for the District
of Nevada to appoint an interim Chapter 11 trustee in the Debtor's
case to preserve, and prevent loss of, property of the estate.

The Petitioners are also asking the Court to:

   (1) appoint the interim trustee as a permanent Chapter 11
       trustee;

   (2) authorize the interim trustee to seize management and
        control of Elite Energy Engineering, LLC; and

   (3) bar John Astengo and John W. Powell from interfering with
       the business of the Debtor or Elite Energy Engineering,
       LLC.

The Petitioners are comprised of DONALD KEITH MOONEY, as Trustee of
the Arkansas Urology, PA PSP & 401k, GERARD GEOSCIENCES, INC,
GERARD FAMILY LLC, LEO & MELINDA GERARD and JOHN E. ATKINS
(collectively, the "Petitioning Creditors") and BILL NACHATILO,
MIKE JESSEN, MATT JESSEN, WR BOB ATKINS, JAY ATKINS, and MARK
THURMAN (collectively, the "Joining Creditors").

The Petitioners argue that the Debtor and its wholly owned
subsidiary, Elite Energy Engineering, LLC, have been and continue
to be the victims of gross mismanagement under the hands of John
Astengo and John W. Powell.  The Petitioners cite that the
mismanagement include (1) failure to pay rent for October to
December 2015, (2) failure to pay employee payroll and benefits,
and (3) failure to maintain adequate books and records, and (4)
apparent abandonment of the Debtor and EEE.

The Petitioners thus maintain that a Chapter 11 Trustee is needed
to address "the scores of conflicts, mismanagement, and
incompetence of the Debtor's current self dealing managers."

"A disinterested party must be put in place to ensure that the
value of EEE is being maximized.  By turning over decision-making
authority to a Chapter 11 trustee, further losses may be averted
and EEE can be salvaged for the benefit of Debtor's creditors, thus
restoring justice to the case." Kevin A. Darby, Esq., asserts, on
behalf of the Petitioners.

                            Debtor Replies

In response, the Debtor contends that the Trustee Appointment
Motion provides no evidence of the alleged gross mismanagement of
Watternberg, nor any evidence that any of the Creditors in fact
hold noncontingent, undisputed claims aggregating at least $15,325
more than the value of any lien on property of the alleged debtor
securing those claims.

On behalf of the Debtor, Stephen R. Harris, Esq., said "the
Creditors have not met their burden of proof in showing that
appointment of an interim Chapter 11 trustee is appropriate or
warranted, or that their Involuntary Petition was even filed in
good faith by qualified creditors."

The Debtor thus urges the Court to deny the Trustee Motion.

The Motion was due for consideration at a hearing scheduled for
Jan. 21.  As of Jan. 27 however, no update on the matter has been
indicated in the court dockets.

                       About Wattenberg Oil

On December 14, 2015, an involuntary Chapter 11 bankruptcy petition
(Case No. 15-51635, Bankr. Nevada) was filed against Wattenberg Oil
& Gas Investment Group, LLC by petitioning creditors Donald Keith
Mooney, as trustee of the Arkansas Urology; PA PSP & 401k; Gerard
Geosciences, Inc.; Gerald Family LLC; Leo & Melinda Gerard and John
E. Atkins. The Petitioning Creditors are joined by Bill Nachatilo,
Mike Jessen, Matt Jessen, WR Bob Atkins, and Mark Thurman.

The Petition Creditors and Joining Creditors claim to have lent
over $4.4 million to Wattenberg.

The Petitioning Creditors are represented by Kevin A. Darby, Esq.,
of Darby Law Practice, Ltd., in Reno, Nevada.

Wattenberg is primarily a holding company, with its most
significant asset being 100% of the membership interest in Elite
Energy Engineering, LLC. Located in Carson City, Nevada, EEE is an
energy management and manufacturing company that specializes in
cogeneration.

The Debtor has tapped Stephen R. Harris, Esq. of Harris Law
Practice, LLC, as counsel.


WEATHERFORD INT'L: Fitch Cuts Senior Unsecured Ratings to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded Weatherford International plc and its
subsidiaries' long-term Issuer Default Rating (IDR) and senior
unsecured ratings to 'BB' from 'BBB-'. The Rating Outlook remains
Negative.

The downgrade reflects Fitch's lower and longer services recovery
profile assumption resulting in the forecasted leverage profile
remaining above our through-the-cycle levels for a 'BBB-'/'BB+'
credit over the rating horizon. Fitch expects Weatherford's cash
flow and leverage profiles to be significantly weaker than
previously forecast. Fitch's base case currently forecasts 2015
debt/EBITDA of 5.6x compared to our previous April estimate of
3.2x. The difference is mainly a result of less than expected debt
reduction and lower activity and pricing pressure during the second
half of 2015. Leverage metrics are currently forecast to increase
further to 6.4x in 2016 with incremental oil & gas price-driven
leverage metric improvements thereafter.

The Negative Outlook considers the potential that an extended
oilfield services downcycle could further heighten liquidity and
refinancing risks. The one-year credit facility extension received
in the second quarter of 2015 (Q2'15) and cancelled common equity
and mandatorily convertible subordinated notes offering in Q3'15
suggests management may have to accept accommodative bank and
capital market terms to preserve financial flexibility. The Outlook
also reflects the effect that persistently low oil & gas prices
could have on U.S. and international exploration and production
(E&P) company capital budgets. Lower E&P activity levels will
likely challenge the company's ability to consistently generate
free cash flow (FCF) to meaningfully pay down debt.

Approximately $7.5 billion of debt, excluding certain short-term
borrowings, is affected by today's rating action.

KEY RATING DRIVERS

Weatherford's ratings consider its position as the fourth largest
international oil & gas services company, geographic
diversification (North America [N.A.] has historically contributed
45%-50% of consolidated revenues), business lines and regional
exposure with favorable through-the-cycle revenue characteristics,
returns focused strategic initiatives, and projected
neutral-to-positive FCF profile leading to moderate further debt
reduction. These considerations are offset by the company's mixed
asset quality and weaker forecasted through-the-cycle leverage
metrics (Fitch-calculated latest 12 month [LTM] debt/EBITDA of 5.5x
as of Sept. 30, 2015).

SECOND YEAR OF E&P CAPEX CUTBACKS WEAKENS NEAR-TERM OUTLOOK

Fitch continues to see a longer, slower recovery profile as likely
implying that oil & gas market pricing support for a larger scale
ramp-up in N.A. onshore activity might be several years into the
future. Fitch expects N.A. E&P capital spending to be down 20%-30%
and, as a consequence, anticipates Weatherford's N.A. revenue
profile will be subject to lower activity and some additional
pricing pressure. Fitch believes, however, that N.A. pricing
concessions have generally been realized with limited additional
headroom for service providers to cut further, since prices for
certain products and services are at or below breakeven with many
smaller providers in financial duress. This should support market
tightening and pricing improvements as oil & gas prices recover
over the medium-term.

Fitch expects international markets to remain more resilient but
show some moderation with international oil company (IOC) capital
spending estimated to be down 10%-15% on average. National oil
company (NOC) capital profiles are anticipated to be mixed with the
majority of cutbacks to be realized outside of the Middle East and
North Africa (MENA). Weatherford expects incremental business in
Abu Dhabi and Saudi Arabia and new contract activity in Algeria,
Oman, Qatar, and Egypt. Contraction/stagnation in Latin America,
Europe, and Asia is anticipated to broadly continue over the near
term.

MODESTLY POSITIVE FCF PROFILE & SOME DEBT REDUCTION FORECASTED

Fitch forecasts Weatherford will be approximately $150 million FCF
positive for 2015. Debt/EBITDA is estimated to increase to 5.6x in
2015 from 3.0x in 2014. The key driver of the increase in leverage
metrics is nearly a 50% drop in EBITDA due to lower activity levels
and pricing pressure.

Fitch's rating case forecasts Weatherford will be approximately
$325 million FCF positive in 2016. These FCF estimates consider a
full year of operating cost savings, maintenance capex levels,
additional activity-linked working capital improvements, and
further reductions in oilfield services demand. Fitch expects the
company to allocate all forecasted surplus FCF towards debt
repayment. Thereafter, Fitch's base case forecasts that the
leverage profile will exhibit moderate levels of price-driven
improvements.

KEY ASSUMPTIONS

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

-- WTI oil price that trends up from $45/barrel in 2016 to a
    long-term price of $65/barrel;

-- Henry Hub gas that trends up from $2.50/mcf in 2016 to a long-
    term price of $3.25/mcf;

-- Consolidated revenue decline of approximately 13% with greater

    declines in the U.S. relative to international regions on
    average due to further global E&P capital spending reductions
    with a moderate recovery thereafter;

-- Margins that exhibit a full year of cost improvements in 2016
    with some moderate additional cost reductions assumed
    thereafter;

-- Capital expenditures of $400 million in 2016 followed by
    similarly low levels of capex until operating cash flows
    exhibit meaningful growth;

-- Year-over-year cash flow improvements related to Zubair
    contractual and severance costs;

-- Application of surplus cash to debt repayment;

-- Retention of international rig fleet.

RATING SENSITIVITIES

Positive: No positive rating actions are currently contemplated
over the near-term given the weak oilfield services outlook and
Fitch's forecasted leverage profile that exceeds through-the-cycle
levels. However, future developments that may, individually or
collectively, lead to a positive rating action include:

For an upgrade to 'BB+':

-- Track record of achieving operational and financial targets
    with material reductions in gross debt outstanding;

-- Progress in achieving greater geographical diversification
    that reduces North America's proportional share of
    consolidated revenues/margins;

-- Mid-cycle debt/EBITDA of approximately 3.5x on a sustained
    basis.

To resolve the Negative Outlook at 'BB':

-- Improved oilfield services outlook supported by market pricing

    and/or activity level improvements;

-- Mid-cycle debt/EBITDA of around 4.0x on a sustained basis.

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

-- Failure to realize positive FCF and achieve management's debt
    reduction targets signalling execution issues;

-- Continued depressed activity levels that further prolong a
    recovery in oilfield services demand;

-- Bank and/or capital market funding issues that further
    heighten liquidity and refinancing risks;

-- Mid-cycle debt/EBITDA of 4.5x-5.0x on a sustained basis.

Fitch would anticipate downgrading Weatherford to 'BB-' absent
evidence of a meaningful improvement in the company's forecasted
leverage profile, as well as an alleviation of liquidity and
refinancing risks.

FORECASTED FCF AND MATURITIES PROFILE INCREASING LIQUIDITY RISK

Weatherford had cash and equivalents of $519 million, as of Sept.
30, 2015, with most held by foreign subsidiaries. Supplemental
liquidity is principally provided by the company's $2.25 billion
senior unsecured credit facility due July 2017 and commercial paper
program. There are currently no rating triggers with regard to
capacity, collateral, or covenants. Approximately $530 million and
$509 million in credit facility and commercial paper borrowings,
respectively, were outstanding as of Sept. 30, 2015. Facility
availability was nearly $1.2 billion, including $16 million in
letters of credit. The commercial paper program is sized to the
revolving credit facility. Additional short-term borrowings have
been provided by the company's uncommitted short-term facilities
with $241 million outstanding as of Sept. 30, 2015. The majority of
these borrowings ($180 million) mature during the first half of
2016.

Over the next five years, Weatherford has $350 million in 5.5%
senior notes due February 2016, $600 million in 6.35% senior notes
due June 2017, $500 million in 6% senior notes due in March 2018,
$1 billion in 9.625% senior notes due March 2019, and $800 million
in 5.125% senior notes due September 2020. The company also pursued
open market debt repurchases throughout 2015 and purchased
approximately $396 million of long-dated debt as of Sept. 30, 2015.
These repurchases were funded with a combination of cash on hand,
FCF, and credit facility/CP borrowings.

Management has indicated that they expect to repay the 2016 and
2017 maturities with cash on hand and FCF. However, Fitch's rating
case forecasts that the company may need to draw on the credit
facility to at least partially refinance the 2016 and 2017
maturities. Forecasted FCF and the scheduled maturities profiles
suggest the company will require access to its credit facility,
particularly in the current challenged capital market environment.
Fitch expects the company to renegotiate the existing credit
facility during the first half of 2016 with some accommodation of
terms likely. Fitch recognizes, however, that a one year extension
consistent with the Q2'15 process and, in a worst case, a delayed
renewal/extension process remain possibilities that could further
heighten liquidity risk.

COVENANTS AND GUARANTEES

The company's main financial covenant is a maximum
debt-to-capitalization ratio of 60% (51.9% as of Sept. 30, 2015)
contained in the revolver. The covenant, as defined in the credit
agreement, does not have a non-cash asset impairment carve out with
the exception of foreign currency translations. This may introduce
covenant pressure given the potential impact that depressed oil &
gas prices could have on stockholder's equity. Other customary
covenants contained in the indentures governing the senior notes
restrict the ability to incur additional liens, engage in sale and
leaseback transactions, and merge, consolidate, or sell assets, as
well as change in control provisions.

Guarantees have been provided by and between the Bermuda and
Delaware affiliates for all senior unsecured debt effectively
establishing cross-guarantees. Additionally, Weatherford has
guaranteed all obligations of its affiliates. All unsecured debt is
pari passu.

MANAGEABLE OTHER CONTINGENT LIABILITIES

Weatherford's pension obligations were underfunded by $164 million
for the year-ended 2014. Fitch believes that pension funding
requirements are manageable relative to funds from operations and
pension contributions. The company had over $1.8 billion in other
contingent obligations on a multi-year, undiscounted basis as of
Dec. 31, 2014. These obligations consisted of non-cancellable
operating lease payments ($1.1 billion) and purchase obligations
($708 million). Fitch does not consider the obligations as material
credit concerns, which are generally accounted for in operating and
capital costs.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings and assigned Recovery
Ratings as follows:

Weatherford International plc.
-- Long-term IDR to 'BB' from 'BBB-'.

Weatherford International Ltd. (Bermuda)
-- Long-term IDR to 'BB' from 'BBB-';
-- Senior unsecured notes to 'BB'/RR4 from 'BBB-';
-- Senior unsecured bank facility to 'BB'/RR4 from 'BBB-';
-- Short-term IDR to 'B' from 'F3';
-- Commercial paper program to 'B' from 'F3'.

Weatherford International, LLC (Delaware)
-- Long-term IDR to 'BB' from 'BBB-';
-- Senior unsecured notes to 'BB'/RR4 from 'BBB-'.

The Rating Outlook remains Negative.



WILLIAMS COS: S&P Lowers CCR to 'BB', Off Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit rating and issue ratings on Williams Partners L.P. (WPZ) and
its wholly owned subsidiaries, Northwest Pipeline LLC and
Transcontinental Gas Pipe Line Co., on CreditWatch with negative
implications.

In addition, S&P lowered its corporate credit rating on The
Williams Cos. (WMB) to 'BB' from 'BB+', and removed the rating from
CreditWatch, where S&P placed it with negative implications on Dec.
15, 2015.  The outlook is stable.  At the same time, S&P lowered
its ratings on WMB's senior unsecured debt to 'BB' from 'BB+',
lowered the junior subordinated rating to 'B+' from 'BB-', and
lowered the preferred stock rating to 'B' from 'B+'.

"The CreditWatch listing follows our downgrade of Chesapeake Energy
Corp. [CHK] to 'CCC+' from 'B', translating into materially worse
counterparty risk at WPZ [roughly 20% of estimated 2016 EBITDA], as
well as the pressure that continued low hydrocarbon prices bring to
WPZ's cash flows," said Standard & Poor's credit analyst Nora
Pickens.  The heightened risk of a Chesapeake default creates added
uncertainty regarding the payments from CHK to WPZ. While S&P
recognizes that there would be an incentive to continue to utilize
WPZ's assets to bring product to market, S&P believes that there
would be material risk to the existing minimum volume commitments
and that the fee structures could be renegotiated.  S&P also notes
the poor economic returns for exploration and production (E&P)
companies in the current hydrocarbon price environment,
particularly in the Barnett and Haynesville where WPZ's assets are
positioned.

The rating action on Williams Cos. reflects S&P's base-case
expectation that WMB will be merged with Energy Transfer Equity
(ETE) and that S&P's rating on WMB would be two notches below the
'bbb-' pro forma weighted average stand-alone credit profile of the
underlying MLPs in the pro forma ETE organizational structure. The
rating difference between WMB and the underlying entities reflects
the structural subordination of WMB's debt relative to the
underlying cash flows, and takes into consideration S&P's views on
the underlying cash flow stability of WMB's subsidiaries, the risk
of distributions being halted, and the level of debt at pro forma
WMB itself.

S&P expects to resolve the CreditWatch listings over the next two
to three weeks once it determines the extent to which the current
hydrocarbon price environment and increased counterparty risk
impacts WPZ's credit profile.

S&P's outlook on WMB is stable, reflecting S&P's expectation that
it will be successfully merged with ETE.  Pro forma for the
transaction, S&P expects the consolidated ETE/WMB entity to
maintain stand-alone debt to EBITDA of about 3.5x to 4.0x for
2016.

Absent a downgrade of WPZ or ETP, S&P could lower the ratings on
WMB if the combined entity sustains stand-alone debt to EBITDA
above 4x.  S&P would also lower ratings if the merger does not
close and S&P lowers ratings on WPZ.

Apart from an upgrade of WPZ or ETP, S&P is not contemplating
higher ratings on consolidated WMB, absent a materially more
conservative financial policy.



WOODRIDGE VILLAS: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Woodridge Villas, Inc.
        1591 Chartered Circle
        Las Vegas, NV 89101-1557

Case No.: 16-10354

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 27, 2016

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Matthew L. Johnson, Esq.
                  JOHNSON & GUBLER, P.C.
                  8831 West Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  Email: mjohnson@mjohnsonlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert K. Lin, director, president,
secretary and treasurer.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb16-10354.pdf


WORLDWIDE INVESTMENTS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                      Case No.  
       ------                                      --------
       Worldwide Investments I, LLC                16-11183
       14400 NW 77 Court, Suite 200
       Miami Lakes, FL 33016
  
       Worldwide Investments II, LLC               16-11185

       Worldwide Investments III, LLC              16-11189

Chapter 11 Petition Date: January 27, 2016

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

Judge: Hon. Laurel M Isicoff

Debtors' Counsel: Eyal Berger, Esq.
                  AKERMAN LLP
                  350 E Las Olas Blvd #1600
                  Ft Lauderdale, FL 33301
                  Tel: 954.463.2700
                  Email: eyal.berger@akerman.com

                     - and -

                  Catherine E Douglas, Esq.
                  AKERMAN LLP
                  350 E Las Olas Blvd # 1600
                  Ft Lauderdale, FL 33301
                  Tel: 954-468-2450
                  Fax: 954-463-2224
                  Email: catherine.douglas@akerman.com

Worldwide Investments I's Total Assets: $395,375

Worldwide Investments I's Total Debts: $289,250

The petition was signed by Ali A. Malek, manager of AAM Holding
Company LLC, its manager.

Worldwide Investments I listed MTG Florida LLC as its largest
unsecured creditor holding a claim of $24,625.

A copy of Worldwide Investments I's petition is available at:

             http://bankrupt.com/misc/flsb16-11183.pdf


XINERGY LTD: Jadco Transfers $14,098 Claim to Liquidity Solutions
-----------------------------------------------------------------
In the Chapter 11 cases of Xinergy Ltd., et al., one claim switched
hands in October 2015:

     Transferee                 Transferor          Claim Amount
     ----------                 ----------          ------------
Liquidity Solutions, Inc.   Jadco Manufacturing Inc   $14,098

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia.  Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015.
The cases have been assigned to Judge Paul M. Black.  The cases
are being jointly administered for procedural purposes.

Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in
liabilities as of the Chapter 11 filing.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.

The U.S. Trustee appointed a two member official committee of
unsecured creditors.  The Committee tapped to retain McGuireWoods
LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its
local counsel.

The Informal Prepetition Noteholder Committee and DIP Lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison.


ZUCKER GOLDBERG: Creditors Balk at Exclusivity Extensions Bid
-------------------------------------------------------------
Alex Wolf at Bankruptcy Law360 reported that creditors of Zucker
Goldberg & Ackerman LLC objected on Jan. 22, 2016, to the
foreclosure law firm's request for a longer exclusivity period and
more time to confirm its reorganization plan, saying it hasn't
shown good reason for a time extension and is apparently attempting
to block alternative proposals.

The official committee of unsecured creditors took issue with
Zucker Goldberg's Jan. 13, 2016 request that the bankruptcy court
extend its exclusivity period for seeking confirmation of its
Chapter 11 plan.

                   About Zucker Goldberg

Formed in 1923 as Zucker & Goldberg, law firm Zucker, Goldberg &
Ackerman, LLC, is primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary
offices are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on
Aug. 3, 2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing
and balloting agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an official committee of unsecured creditors.


[*] Bingham's Jared Clark Joins Phillips Nizer's Bankruptcy Team
----------------------------------------------------------------
Phillips Nizer LLP welcomes Jared R. Clark, a veteran financial
services litigator, as a partner in the firm's Bankruptcy &
Restructuring and Litigation Practices.  Mr. Clark was previously a
partner at Bingham McCutchen LLP.

Mr. Clark is the most recent lateral partner to join the firm and
the second from Bingham McCutchen in the last year.  Phillips Nizer
had earlier added Mark Elliott, also a seasoned financial services
and restructuring litigator from Bingham.

Mr. Clark represents clients in cases involving creditors' rights,
director and officer liability, and complex contractual disputes.
Throughout his career, Mr. Clark has handled a number of
high-profile and complex matters, notably and most recently, over
two years of negotiation, mediation and litigation in connection
with the City of Detroit's landmark bankruptcy filing.  His work
involved significant analysis of Detroit's secured and unsecured
debt issuances, service contracts, financial guaranty insurance
policies, and derivatives programs.  The team litigated and then
successfully settled multiple claims related to a complex set of
municipal finance transactions involving over $1.4 billion.

"Jared's addition to our restructuring and litigation practices is
a major coup," said Marc Landis, Phillips Nizer's managing partner.
"Ten months ago, we added Mark Elliott, also a veteran financial
restructuring litigator from Bingham, and we had every intention of
boosting the practices even further.  Jared's close working
relationship with Mark for years made this a perfect fit for him
and our firm."

Mr. Clark earned his J.D. from Tulane Law School ('95) and a
Bachelor of Arts degree in Economics and Philosophy from Columbia
College.  He is admitted to practice in New York, the U.S. District
Courts of the Southern and Eastern Districts of New York, the
District of Columbia, and the Second and Ninth Circuit Courts.

                   About Phillips Nizer LLP

Founded in 1926, Phillips Nizer -- http://www.phillipsnizer.com--
represents domestic and international clients in business, finance
and real estate transactions, intellectual property matters,
commercial litigation and tax and estate planning, with a
particular focus on the entertainment, fashion, real estate and
technology industries.

Phillips Nizer's principal office is in Manhattan.  The firm is a
member of the International Alliance of Law Firms, an association
of independent, midsized law firms worldwide.


[*] Clinics Drive Small Health-Care Bankruptcy Caseload
-------------------------------------------------------
Aleksandrs Rozens, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that about 68% of the health-care bankruptcies
in the fourth quarter involved assets of $1 million to $10 million,
and many of these are home health facilities and clinics, according
to Bobby Guy, Esq. -- bguy@polsinelli.com -- a shareholder at
Polsinelli PC.

According to the report, Mr. Guy said hospitals seeking bankruptcy
court protection typically have assets valued at $10 million to $50
million or higher.  Surgery centers, hospital and psychiatric
facilities and senior living facilities are usually in the $10
million to $50 million tier, according to Guy, the report related.

"We will continue see more health-care distress and it will be
interesting to see whether new reimbursement guidelines will
contribute to the distress," Guy said, the report further related.

Mr. Guy also said that in the fourth quarter of 2015, the Southeast
continued to see the largest percentage of health-care
restructurings.  "The increase in southeast health-care
restructurings likely is tied to changes in federal and state
reimbursement policies," he said, the report cited him as saying.

Mr. Guy said many of the older and dated facilities are in rural
areas of the U.S. southeast that have seen a decline in population
growth and face competition in the form of newer facilities and
outpatient alternatives, the report noted.


[*] Conway MacKenzie Named T&W's Outstanding Turnaround Firm 2015
-----------------------------------------------------------------
Conway MacKenzie disclosed that a Turnarounds & Workouts Special
Report has named Conway MacKenzie as one of twelve firms to be
recognized as "Outstanding Turnaround Firm - 2015."  This marks the
14th time that the firm has received this distinction.  The work
and achievements that were recognized include the firm's role
serving as:

   -- Operational restructuring advisor to the City of Detroit
   -- Restructuring advisor to the Houston Regional Sports Network
   -- Restructuring advisor to an $80 million Midwest-based
      mechanical contractor
   -- Restructuring advisor to various healthcare, energy and
      automotive companies

Conway MacKenzie is consulting and financial advisory firm.  Across
industries and across the country, the firm helps healthy companies
thrive and troubled companies get back on track.



[*] Ex-Gov. Beshear Returns to Old Ky. Home - Stites & Harbison
---------------------------------------------------------------
Stites & Harbison, PLLC welcomed former Governor Steven L. Beshear
as he rejoins the firm after serving two terms as governor of the
Commonwealth of Kentucky from 2007 to 2015.   Mr. Beshear first
joined Stites & Harbison in 1987 and supervised the Lexington
office until beginning his first term as Governor in 2007.

Mr. Beshear will be part of the firm's Lexington, Ky., office but
will use his expertise as both an attorney and a high-level elected
official to serve clients throughout the region and in Washington,
D.C.

"During his tenure, Governor Beshear has made Kentucky a better
place to live, work and do business.  We are very pleased to
announce his return to the firm," said Robert M. Connolly, chair of
Stites & Harbison.  "Steve spent eight years running and managing
what could be compared to a $10 billion enterprise with over 30,000
employees and a wide variety of interests.  His experience in
managing major issues, dealing with governments of all levels, and
understanding the unique needs of businesses large and small,
domestic and international, will be invaluable to our firm and our
clients."

During his previous tenure with Stites & Harbison, Beshear handled
complex business and bankruptcy litigation matters for a wide
variety of clients.


[*] Heidi Sorvino Joins LeClairRyan's Bankruptcy Practice in N.Y.
-----------------------------------------------------------------
Heidi J. Sorvino, formerly of Hodgson Russ LLP, has joined
LeClairRyan as a shareholder on the firm's Bankruptcy and
Creditors' Rights Practice Area Team.  She will be resident in the
national law firm's Manhattan office.

Ms. Sorvino -- heidi.sorvino@leclairryan.com -- represents business
entities, debtors, and secured creditors including banks, financial
institutions, hedge funds, creditors' committees, distressed-debt
investors, and indenture trustees in complex bankruptcy and
insolvency proceedings, corporate restructurings, and related
litigation.  Her extensive experience includes Chapter 11 and
Chapter 7 cases; non-bankruptcy workouts; the acquisition,
financing, and disposition of real estate; cash collateral orders;
debtor-in-possession financing; automatic stay relief; plan
negotiations; sales of assets; preference and fraudulent conveyance
actions; and trading in claims.

Ms. Sorvino is a member of the Turnaround Management Association,
the American Bankruptcy Institute, the International Women's
Insolvency and Restructuring Confederation and the Executive
Women's Golf Association.  She is a graduate of St. John's
University (J.D), New York University (M.S.W.) and Hamilton College
(B.A.).  Ms. Sorvino is admitted to practice in New York and New
Jersey.

                       About LeClairRyan

LeClairRyan -- http://www.leclairryan.com-- provides business
counsel and client representation in corporate law and litigation.
With offices in California, Colorado, Connecticut, Delaware,
Georgia, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New
York, Pennsylvania, Texas, Virginia and Washington, D.C., the firm
has approximately 380 attorneys representing a wide variety of
clients throughout the nation.


[*] Macro Trends to Heighten Risk for Chemical Sectors, Moody's Say
-------------------------------------------------------------------
Moody's Investors Service said that it is conducting a
comprehensive review of its rated issuers within the US chemical
industry.  The ratings agency said that its decision was driven by
falling commodity prices, a strengthening US dollar, and slowing
global growth.  Moody's analysts expect meaningful revenue and cash
flow deterioration for affected sub-sectors over the next 12-18
months, resulting in a re-ordering of some ratings in the
industry.

"We expect the impact will be much less significant than other
sectors impacted by the extended downturn in commodity prices, such
as oil & gas, metals, mining, and steel," said Ben Nelson, a
Moody's Vice President and Senior Analyst and co-author of the
report.

Moody's said several factors, including continued slow economic
growth in developed markets and slowing growth in emerging markets,
particularly in China -- which accounts for almost a third of
global demand for chemicals -- are expected to further place
downward pressure on the credit profiles of some US chemical
companies.  Additionally, Moody's analysts said they expect China's
ongoing transition to a consumer economy will reduce the demand for
some commodity chemicals.

"For the past few years, we have incorporated into our ratings a
growing disparity between headline data coming out of China and the
performance of rated chemical companies, but recent trends will
further exacerbate this situation," said John Rogers, Moody's
Senior Vice President, co-author of the report, and lead author of
the earlier reports "China's Slowdown is Credit Negative for
Chemical Industry," published in July 2013 and "Chemicals Demand
Growth in China Remains Weak," published in October 2013.

In previous sector research and rating reports, Moody's has also
cited the drop in oil prices and the strong dollar as contributing
to an unusual and growing disparity in profitability that developed
in the chemicals industry during 2015.  Moody's macroeconomic
forecast for 2016 anticipates that falling economic growth rates in
China, continued recession in Brazil and Russia, and modest growth
in Europe and the US will extend the malaise in these sub-sectors
of the chemicals industry.

Falling oil prices will also continue to weigh on the credit
strength of certain US chemical companies.  On Jan. 21, 2016,
Moody's sharply reduced its price estimates for key oil and gas
benchmarks, including expectations for Brent crude to average
$33/bbl in 2016 and $38/bbl in 2017.  Moody's said the significant
oversupply in the global oil market will impact some rated chemical
companies much more so than others depending on the feedstocks they
use relative to their competitors.

Moody's also said that liquidity remains relatively solid across
the chemical sector in the US, with most companies having at least
adequate liquidity to support operations in the near-term following
an extended wave of refinancing activity.  The rating agency said
it also expects continued mergers and acquisitions activity in the
chemicals industry with a shift towards strategic buyers driven by
high cash balances and low growth expectations for many rated
chemical companies, combined with a reduction in successful bids by
financial sponsors due to the recent increase in borrowing costs
for highly levered companies and reduced opportunities in
sponsor-to-sponsor transactions due to lower valuation multiples.

Moody's said it will be conducting an extensive examination of US
chemical companies and anticipates a continuation of downward
rating actions in the sector.

The report is entitled, "Macro trends will negatively impact
certain sub-sectors of the US Chemical Industry".


[*] Moody's B3 Negative and Lower List Hits Six-Year High
---------------------------------------------------------
Moody's B3 Negative and Lower Corporate Ratings List reached a
six-year high of 248 as of Jan. 1, 2016, up 36% from the previous
year and 11% from the last quarter, indicating credit quality
deterioration and a rising default rate for 2016, says Moody's
Investors Service.

"The expanding list suggests deteriorating credit conditions for
lower-rated companies, and its steady growth last year was mostly
fueled by downgrades in the oil and gas industry as oil prices
continued to tumble," said Julia Chursin, a Moody's Associate
Analyst.  "Furthermore, liquidity weakness is spreading to certain
lower-rated issuers in other sectors, albeit not broadly."

Moody's B3 Negative List includes all US non-financial companies
with a probability of default rating of B3 negative or below.
Companies are added to the list via downgrades or rating
assignments at B3 negative or below, and are removed upon an
upgrade to at least B3 stable or through a default or rating
withdrawal.

The list currently includes 63 oil and gas companies, up from just
16 one year ago.  The sector represented 25% of the list as of
January 1, well above its historical average of 9%.

According to the report, "Moody's B3 Negative and Lower Corporate
Ratings List: Oil & Gas Sends List to Six-Year High, Fueling
Forecast for More Defaults," 49% of the 109 companies that left the
list in 2015 defaulted, while 18% had their ratings withdrawn and
33% had their ratings upgraded or outlooks changed to stable or
positive.  Distressed exchanges comprised more than half of those
defaults, driven by challenges in the oil and gas sector.

"The percentage of speculative-grade companies with corporate
family ratings of B1, B2 or B3 warrants attention," added Chursin.
"In a downturn, lower-rated companies are likely to default much
faster than their higher-rated speculative-grade counterparts."


[*] Moody's Places Ratings for 3 Dioxide Producers on Review
------------------------------------------------------------
Moody's Investors Service, on Jan. 27, 2016, placed the ratings of
three titanium dioxide producers -- Tronox Limited (CFR at B2),
Kronos Worldwide, Inc (CFR at Ba3) and The Chemours Company, (CFR
at Ba3)  -- on review for downgrade. Moody's affirmed the
speculative grade liquidity ratings of the three producers at this
time.

"The review for downgrade reflects the ongoing weakness in TiO2
markets and resulting stressed metrics for each of the TiO2
producers," according to Joseph Princiotta, VP - Senior Analyst at
Moody's and lead analyst for the TiO2 producers.

On Review for Downgrade:

  Issuer: Chemours Company, (The)
                                                                   
   
  --  Probability of Default Rating, Placed on Review for
      Downgrade, currently Ba3-PD

  --  Corporate Family Rating, Placed on Review for Downgrade,
      currently Ba3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Downgrade, currently Ba1 (LGD2)

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for

     Downgrade, currently B1 (LGD5)

Affirmations:

  Issuer: Chemours Company, (The)

  --  Speculative Grade Liquidity Rating, Affirmed SGL-2

  -- Issuer: Kronos Worldwide, Inc

  --  Probability of Default Rating, Placed on Review for
      Downgrade, currently Ba3-PD

  --  Corporate Family Rating, Placed on Review for Downgrade,
      currently Ba3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Downgrade, currently B1 (LGD5)

Affirmations:

  Issuer: Kronos Worldwide, Inc

  --  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Issuer: Tronox Finance LLC

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for

     Downgrade, currently Caa1 (LGD5)

  Issuer: Tronox Limited

  --  Probability of Default Rating, Placed on Review for
      Downgrade, currently B2-PD

  --  Corporate Family Rating, Placed on Review for Downgrade,
      currently B2

Affirmations:

  Issuer: Tronox Limited

  --  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Issuer: Tronox Pigments (Netherlands) B.V.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Downgrade, currently B1 (LGD3)

Outlook Actions:

  Issuer: Chemours Company, (The)

  -- Outlook, Changed To Rating Under Review From Stable

  Issuer: Kronos Worldwide, Inc

  -- Outlook, Changed To Rating Under Review From Stable

  Issuer: Tronox Finance LLC

  -- Outlook, Changed To Rating Under Review From Negative

  Issuer: Tronox Limited

  -- Outlook, Changed To Rating Under Review From Negative

  Issuer: Tronox Pigments (Netherlands) B.V.

  -- Outlook, Changed To Rating Under Review From Negative

RATINGS RATIONALE

The review also reflects growing concerns across commodity markets
in general against a back drop of a cautious economic outlook and
concerns about China's economy, and how a slowdown there might
affect local demand and exports of TiO2.

The decline in TiO2 EBITDA among all industry participants in
recent quarters underscores the difficult fundamentals in TiO2,
while Moody's expects prices in 4Q15 to be down again by low single
digit percentages once earnings are reported. There's also been
some commentary in industry trade publications that first quarter
prices are mixed, and depending on quality and customer, prices are
either flat or down slightly.

The outlook for the next few quarters is uncertain, as the
prospects for recovery in prices are still unclear at this time.
Against the backdrop of weak industry operating rates, the four
major western producers announced a roughly $70-$150 per ton price
increase in December. The success of this proposal won't be known
until current volume commitments roll off, which could be later in
1Q, but April should be more informative as 2Q contract prices are
finalized and as the pigment industry moves into the seasonally
stronger period mid-year. The magnitude of any demand growth for
TiO2 -- which is tied to demand for paints, coatings, plastics and
paper -- will be a key factor in the outlook for TiO2 price trends
this year.

The review will focus on the outlook for TiO2 prices, although it's
possible the outlook could still be unclear at the end of the
review period. The review will also focus on the extent to which
each company's respective cost reduction program can provide a
meaningful impact to the earnings trend line in 2016, the magnitude
of free cash flow (or cash bleed) in 4Q and Moody's expectations
for free cash generation in 2016, and the liquidity positions and
outlook of each company.

For Tronox and Kronos, the impact and sustainiblity of their
respective dividend policies will be assessed. For Chemours, the
review will also focus on the impact on profits from the non-TiO2
segments (fluoroproducts and chemical solutions), the impact on
debt levels from completed and targeted asset sales, and the status
and evolution of PFOA litigation.



[*] Moody's Reviews 69 E&P Companies in U.S. for Downgrade
----------------------------------------------------------
Moody's Investors Service, on Jan. 21, 2016, placed the ratings of
69 US exploration and production (E&P) and oilfield services
companies on review for downgrade.

RATINGS RATIONALE

Oil prices have deteriorated substantially in the past few weeks
and have reached nominal price lows not seen in more than a decade.
Moody's has adjusted its view downward for the likely range of
prices. We see a substantial risk that prices may recover much more
slowly over the medium term than many companies expect, as well as
a risk that prices might fall further. Even under a scenario with a
modest recovery from current prices, producing companies and the
drillers and service companies that support them will experience
rising financial stress with much lower cash flows.

The review for downgrade considers that much weaker industry
fundamentals have potential to warrant rating changes for all
companies covered in this press release. While this review focuses
on companies rated in the range from A1 to B3, Moody's is also
reevaluating higher and lower rated companies in the context of
industry conditions. The higher rated companies on average are
somewhat more resilient to low oil prices and Moody's has recently
downgraded many of the lower rated companies.

As part of its ongoing assessment of energy markets, Moody's
sharply reduced its oil price assumptions on January 21 in light of
continuing oversupply in the global oil markets and demand growth
that remains tepid. Iran is poised to add more than 500,000 barrels
per day to global supply while OPEC and many non-OPEC oil producers
continue to produce without restraint as they battle for market
share. The addition of Iranian oil to the market this year will
offset or exceed expected declines in US production of about
500,000 barrels per day. Increased production vastly exceeds growth
in oil consumption, given modest growth in consumption from major
consumers such as China, India and the US. Production now exceeds
demand by about 2 million barrels per day, adding to already high
global oil stocks. Our natural gas and natural gas liquids price
assumptions are unchanged. Natural gas production in the US
continues to increase while costs decline and producers generate
cash returns at ever-lower prices, although in many cases these
appear insufficient to service their debt.

Lower oil prices will further weaken cash flows for E&P companies
and the upstream portion of integrated oil and gas companies. This
will cause further deterioration in financial ratios, including
deeper negative free cash flow. Most companies are unable to
internally fund sustaining levels of capital spending at current
market prices. Current industry conditions also reduce the value of
assets offered for sale and have made accessing capital markets
more expensive for some companies and unavailable for others. While
integrated oil and gas companies benefit from the profitability of
their downstream operations, the upstream operations represent a
much larger part of the capital employed and cash flow for most of
these companies.

Projected capex reductions by E&P and integrated oil companies will
severely challenge the drilling and oilfield services (OFS) sector
beyond what it had already experienced in 2015. Moody's expects OFS
sector EBITDA to drop by another 25%-30% in 2016, testing the
viability of the capital structures of many of these businesses.
Even if commodity prices recover, OFS companies are unlikely to
gain any pricing power because of the continued excess capacity
across most OFS subsectors. As a result, Moody's expects credit
quality to deteriorate for all OFS players in 2016. Smaller and
more leveraged OFS companies in particular will struggle to comply
with debt agreement covenants, service their debt and access the
capital markets, raising their risk of default. Even large,
diversified investment grade OFS companies will have less financial
flexibility and increasing financial leverage. Drillers with
significant contract expirations will also suffer material credit
degradation as contracts are either not renewed or are renewed at
rates that produce far less revenue.

Although all issuers in these sectors have been adversely affected
by declining prices, severity varies substantially by issuer.
Accordingly, the range of possible outcomes upon conclusion of the
review for given issuers varies from possible confirmation of
ratings to multi-notch downgrades. Multi-notch downgrades are
particularly likely among issuers whose activities are centered in
North America, where natural gas prices have declined dramatically
along with oil prices. Moody's expects to conclude a majority of
the reviews by the end of the first quarter.

On Review for Downgrade:

Issuer: Diamond Offshore Drilling, Inc.

-- Senior Unsecured Commercial Paper, P-2, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Baa2, Placed on
    Review for downgrade

Issuer: National Oilwell Varco, Inc.

-- Senior Unsecured Commercial Paper, P-1, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, A2, Placed on Review
    for downgrade

-- Issuer: Noble Corporation (Cayman Island)

-- Backed Senior Unsecured Commercial Paper, P-3, Placed on
    Review for downgrade

Issuer: Noble Drilling Corporation (assumed by Noble Holding
    (U.S.) Corporation)

-- Backed Senior Unsecured Regular Bond/Debenture, Baa3, Placed
    on Review for downgrade

-- Issuer: Noble Holding International Limited

-- Backed Senior Unsecured Shelf, (P)Baa3, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Baa3, Placed on
    Review for downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Baa3, Placed
    on Review for downgrade

-- Issuer: Schlumberger Holdings Corporation

Issuer Rating, A2, Placed on Review for downgrade

-- Backed Senior Unsecured Commercial Paper, P-1, Placed on
    Review for downgrade

-- Senior Unsecured Regular Bond/Debenture, A2, Placed on Review
    for downgrade

Issuer: SEACOR Holdings Inc.

-- Corporate Family Rating, Ba3, Placed on Review for downgrade

-- Probability of Default Rating, Ba3-PD, Placed on Review for
    downgrade

-- Preferred Shelf, (P)B2, Placed on Review for downgrade

-- Preferred Shelf Non-cumulative, (P)B2, Placed on Review for
    downgrade

-- Subordinate Shelf, (P)B2, Placed on Review for downgrade

-- Senior Unsecured Shelf, (P)Ba3, Placed on Review for downgrade

-- Senior Unsecured Regular Bond/Debenture, Ba3 (LGD4), Placed on

    Review for downgrade

Issuer: Transocean Inc.

-- Corporate Family Rating, Ba2, Placed on Review for downgrade

-- Probability of Default Rating, Ba2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Ba2 (LGD4), Placed on

    Review for downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Ba2 (LGD4),
    Placed on Review for downgrade

Issuer: Chesapeake Energy Corporation

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Secured Regular Bond/Debenture, B1 (LGD3), Placed on
    Review for downgrade

-- Senior Unsecured Conv./Exch. Bond/Debenture, B3 (LGD5), Placed

    on Review for downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD5), Placed on
    Review for downgrade

-- Senior Unsecured Shelf, (P)B3, Placed on Review for downgrade

Issuer: Compressco Partners, L.P.

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD5), Placed on
    Review for downgrade

Issuer: Era Group Inc.

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD5), Placed on
    Review for downgrade

Issuer: FMC Technologies, Inc.

-- Issuer Rating, Baa2, Placed on Review for downgrade

-- Senior Unsecured Commercial Paper, P-2, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Baa2, Placed on
    Review for downgrade

Issuer: PHI, Inc.

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD4), Placed on
    Review for downgrade

Issuer: Rowan Companies, Inc.

-- Senior Unsecured Regular Bond/Debenture, Baa3, Placed on
    Review for downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Baa3, Placed
    on Review for downgrade

-- Issuer: Bill Barrett Corp

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD4), Placed on
    Review for downgrade

-- Issuer: Breitburn Energy Partners L.P.

--  Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Clayton Williams Energy, Inc.

--  Corporate Family Rating, B3, Placed on Review for downgrade

--  Probability of Default Rating, B3-PD, Placed on Review for
     downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Laredo Petroleum, Inc.

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
     downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD5), Placed on
    Review for downgrade

-- Issuer: RSP Permian, Inc.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD5), Placed on
    Review for downgrade

-- Issuer: Talos Production LLC

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: W&T Offshore, Inc.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B2 (LGD3), Placed on
    Review for downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Forum Energy Technologies, Inc.

-- Corporate Family Rating, Ba2, Placed on Review for downgrade

-- Probability of Default Rating, Ba2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Ba3 (LGD5), Placed on

    Review for downgrade

-- Issuer: Chaparral Energy, Inc.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD4), Placed
    on Review for downgrade

-- Issuer: Templar Energy, LLC

--  Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD4), Placed on
    Review for downgrade

-- Issuer: CrownRock, L.P.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD4), Placed
    on Review for downgrade

-- Issuer: Parsley Energy LLC

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5),
    Placed on Review for downgrade

-- Issuer: PDC Energy

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD5), Placed on
    Review for downgrade

-- Issuer: Weatherford International Ltd. (Bermuda)

-- Corporate Family Rating, Ba1, Placed on Review for downgrade

-- Probability of Default Rating, Ba1-PD, Placed on Review for
    downgrade

-- Backed Preferred Shelf, (P)Ba3, Placed on Review for downgrade

-- Backed Subordinate Shelf, (P)Ba2, Placed on Review for
    downgrade

-- Backed Senior Unsecured Shelf, (P)Ba1, Placed on Review for
    downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Ba1 (LGD4),
    Placed on Review for downgrade

-- Issuer: Weatherford International, LLC (Delaware)

-- Backed Subordinate Shelf, (P)Ba2, Placed on Review for
    downgrade

-- Backed Senior Unsecured Shelf, (P)Ba1, Placed on Review for
    downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Ba1 (LGD4),
    Placed on Review for downgrade

-- Issuer: Carrizo Oil & Gas, Inc.

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD5), Placed on
    Review for downgrade

-- Issuer: Rice Energy Inc.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD5), Placed on
    Review for downgrade

-- Issuer: Atwood Oceanics, Inc.

-- Corporate Family Rating, Ba3, Placed on Review for downgrade

-- Probability of Default Rating, Ba3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Shelf, (P)B1, Placed on Review for downgrade

-- Senior Unsecured Regular Bond/Debenture, B1 (LGD5), Placed on
    Review for downgrade

-- Issuer: Bristow Group Inc.

-- Corporate Family Rating, Ba2, Placed on Review for downgrade

-- Probability of Default Rating, Ba2-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, Ba1 (LGD2), Placed on
    Review for downgrade

-- Senior Unsecured Regular Bond/Debenture, Ba3 (LGD5), Placed on

    Review for downgrade

-- Issuer: CJ Holding Co.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD3), Placed on
    Review for downgrade

-- Issuer: ENSCO International Incorporated

-- Senior Unsecured Regular Bond/Debenture, Baa2, Placed on
    Review for downgrade

-- Issuer: Ensco plc

-- Senior Unsecured Commercial Paper, P-2, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Baa2, Placed on
    Review for downgrade

-- Issuer: Nabors Industries Inc.

-- Backed Senior Unsecured Commercial Paper, P-2, Placed on
    Review for downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, Baa2, Placed
    on Review for downgrade

-- Issuer: Oceaneering International, Inc.

-- Senior Unsecured Bank Credit Facility, Baa2, Placed on Review
    for downgrade

-- Senior Unsecured Regular Bond/Debenture, Baa2, Placed on
    Review for downgrade

-- Issuer: Parker Drilling Company

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD4), Placed on
    Review for downgrade

-- Issuer: Pride International, Inc.

-- Senior Unsecured Regular Bond/Debenture, Baa2, Placed on
    Review for downgrade

-- Issuer: SESI, L.L.C.

-- Senior Unsecured Regular Bond/Debenture, Baa3, Placed on
    Review for downgrade

-- Issuer: Diamondback Energy, Inc.

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
     downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, B2 (LGD5),
    Placed on Review for downgrade

-- Issuer: Fieldwood Energy LLC

--  Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD5), Placed on
    Review for downgrade

-- Senior Secured Bank Credit Facility, Ba2 (LGD2), Placed on
    Review for downgrade

-- Issuer: Gulfport Energy Corporation

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD4), Placed on
    Review for downgrade

-- Issuer: Stone Energy Corporation

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD4), Placed
    on Review for downgrade

-- Issuer: Approach Resources Inc.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Endeavor Energy Resources, L.P.

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, B3 (LGD5),
    Placed on Review for downgrade

-- Issuer: Matador Resources Company

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD5), Placed on
    Review for downgrade

-- Issuer: Memorial Production Partners LP

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Memorial Resource Development Corp.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: GulfMark Offshore, Inc.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD4), Placed
    on Review for downgrade

-- Issuer: HGIM CORP.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, Caa1-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD3), Placed on
    Review for downgrade

-- Issuer: Hornbeck Offshore Services, Inc.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD4), Placed on
    Review for downgrade

-- Issuer: Pioneer Energy Services Corp.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD5), Placed on
    Review for downgrade

-- Issuer: Jonah Energy LLC

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD5), Placed on
    Review for downgrade

-- Issuer: Northern Oil and Gas, Inc

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Oasis Petroleum Inc

-- Corporate Family Rating, B1, Placed on Review for downgrade

-- Probability of Default Rating, B1-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B2 (LGD5), Placed on
    Review for downgrade

-- Issuer: Vanguard Natural Resources, LLC

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa2 (LGD5), Placed
    on Review for downgrade

-- Issuer: Bonanza Creek Energy, Inc.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD4), Placed on
    Review for downgrade

-- Issuer: EV Energy Partners, L.P.

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Resolute Energy Corporation

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa2 (LGD5), Placed
    on Review for downgrade

-- Issuer: Jones Energy Holdings, LLC

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD5), Placed on
    Review for downgrade

-- Backed Senior Unsecured Regular Bond/Debenture, B3 (LGD5),
    Placed on Review for downgrade

-- Issuer: Legacy Reserves LP

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD5), Placed
    on Review for downgrade

-- Issuer: Sanchez Energy Corporation

-- Corporate Family Rating, B2, Placed on Review for downgrade

-- Probability of Default Rating, B2-PD, Placed on Review for
    downgrade

-- Senior Unsecured Regular Bond/Debenture, B3 (LGD4), Placed on
    Review for downgrade

-- Issuer: Vine Oil & Gas, LP

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD4), Placed on
    Review for downgrade

-- Senior Secured Bank Credit Facility, Caa2 (LGD5), Placed on
    Review for downgrade

-- Issuer: Cactus Wellhead LLC

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B3 (LGD3), Placed on
    Review for downgrade

-- Issuer: Light Tower Rentals, Inc.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Regular Bond/Debenture, B3 (LGD4), Placed on
    Review for downgrade

-- Issuer: Prowler Acquisition Corp

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B2 (LGD3), Placed on
    Review for downgrade

-- Senior Secured Bank Credit Facility, Caa2 (LGD6), Placed on
    Review for downgrade

-- Issuer: UTEX Industries, Inc.

-- Corporate Family Rating, B3, Placed on Review for downgrade

-- Probability of Default Rating, B3-PD, Placed on Review for
    downgrade

-- Senior Secured Bank Credit Facility, B2 (LGD3), Placed on
    Review for downgrade

-- Senior Secured Bank Credit Facility, Caa2 (LGD5), Placed on
    Review for downgrade

Outlook Actions:

-- Issuer: Diamond Offshore Drilling, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: National Oilwell Varco, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Noble Holding International Limited

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Schlumberger Holdings Corporation

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: SEACOR Holdings Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Transocean Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Chesapeake Energy Corporation

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Compressco Partners, L.P.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Era Group Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: FMC Technologies, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: PHI, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Rowan Companies, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Bill Barrett Corp

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Breitburn Energy Partners L.P.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Clayton Williams Energy, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Laredo Petroleum, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: RSP Permian, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Talos Production LLC

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: W&T Offshore, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Forum Energy Technologies, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Chaparral Energy, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Templar Energy, LLC

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: CrownRock, L.P.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Parsley Energy LLC

-- Outlook, Changed To Rating Under Review From Positive

-- Issuer: PDC Energy

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Weatherford International Ltd. (Bermuda)

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Weatherford International, LLC (Delaware)

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Carrizo Oil & Gas, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Rice Energy Inc.

-- Outlook, Changed To Rating Under Review From Positive

-- Issuer: Atwood Oceanics, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Bristow Group Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: CJ Holding Co.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: ENSCO International Incorporated

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Ensco plc

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Nabors Industries Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Oceaneering International, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Parker Drilling Company

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Pride International, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: SESI, L.L.C.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Diamondback Energy, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Fieldwood Energy LLC

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Gulfport Energy Corporation

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Stone Energy Corporation

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Approach Resources Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Endeavor Energy Resources, L.P.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Matador Resources Company

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Memorial Production Partners LP

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Memorial Resource Development Corp.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: GulfMark Offshore, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: HGIM CORP.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Hornbeck Offshore Services, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Pioneer Energy Services Corp.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Jonah Energy LLC

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Northern Oil and Gas, Inc

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Oasis Petroleum Inc

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Vanguard Natural Resources, LLC

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Bonanza Creek Energy, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: EV Energy Partners, L.P.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Resolute Energy Corporation

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Jones Energy Holdings, LLC

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Legacy Reserves LP

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Sanchez Energy Corporation

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Vine Oil & Gas, LP

-- Outlook, Changed To Rating Under Review From Stable

-- Issuer: Cactus Wellhead LLC

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Light Tower Rentals, Inc.

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: Prowler Acquisition Corp

-- Outlook, Changed To Rating Under Review From Negative

-- Issuer: UTEX Industries, Inc.

-- Outlook, Changed To Rating Under Review From Negative

Unchanged:

-- Issuer: Transocean Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-1

-- Issuer: Chesapeake Energy Corporation

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Compressco Partners, L.P.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Era Group Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Bill Barrett Corp

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Breitburn Energy Partners L.P.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Clayton Williams Energy, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Laredo Petroleum, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: RSP Permian, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Talos Production LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-4

-- Issuer: W&T Offshore, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Forum Energy Technologies, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-1

-- Issuer: Chaparral Energy, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Parsley Energy LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: PDC Energy

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

--Issuer: Weatherford International Ltd. (Bermuda)

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Backed Commercial Paper, Unchanged at NP

-- Issuer: Carrizo Oil & Gas, Inc.

--  Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Rice Energy Inc.

--  Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Atwood Oceanics, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Bristow Group Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: CJ Holding Co.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Parker Drilling Company

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Diamondback Energy, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Fieldwood Energy LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Gulfport Energy Corporation

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Stone Energy Corporation

-- Speculative Grade Liquidity Rating, Unchanged at SGL-4

-- Issuer: Approach Resources Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Endeavor Energy Resources, L.P.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Matador Resources Company

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Memorial Production Partners LP

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Memorial Resource Development Corp.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: GulfMark Offshore, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: HGIM CORP.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-4

-- Issuer: Hornbeck Offshore Services, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Pioneer Energy Services Corp.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-4

-- Issuer: Jonah Energy LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Northern Oil and Gas, Inc

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Oasis Petroleum Inc

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Vanguard Natural Resources, LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-4

-- Issuer: Bonanza Creek Energy, Inc.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: EV Energy Partners, L.P.

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Resolute Energy Corporation

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Jones Energy Holdings, LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Legacy Reserves LP

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Sanchez Energy Corporation

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

-- Issuer: Vine Oil & Gas, LP

--  Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Cactus Wellhead LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3

-- Issuer: Prowler Acquisition Corp

-- Speculative Grade Liquidity Rating, Unchanged at SGL-3



[*] Moody's Reviews Select US Energy Issuer Ratings for Downgrade
-----------------------------------------------------------------
Moody's Investors Service, on Jan. 25, 2016, placed the short-term
Prime ratings for several US Exploration and Production (E&P)
companies on review for downgrade.  In addition, Moody's placed the
ratings of three midstream energy partnerships on review for
downgrade.

RATING RATIONALE

On Dec. 16, 2015, Moody's placed the ratings of 29 US E&P companies
on review for downgrade.  Since that action, Moody's lowered its
oil price estimates and placed additional E&P and oilfield services
companies on review for downgrade on January 21, 2016.  With
Moody's reduced expectations for the likely range of prices and the
deteriorating industry conditions there is an increased possibility
for multi-notch downgrades as an outcome of the review process.
Accordingly, Moody's is placing the Prime ratings of the listed E&P
companies on review for downgrade.  As a result of this action, all
the Prime ratings for all E&P issuers whose long-term ratings are
on review will also be on review for downgrade.

The three rated midstream partnerships placed on review for
downgrade are all affiliated with rated E&P companies whose ratings
are on review for downgrade.  These particular midstream
partnerships are all controlled by their affiliated E&P company and
the E&P company is their largest customer.  This controlling
ownership, customer concentration and related counterparty risk
results in the credit profile of these midstream partnership's
being directly affected by the credit profile of their sponsoring
E&P's.  Consequently, a potential multi-notch downgrade of a
sponsoring E&P company would adversely affect the ratings of its
affiliated midstream partnership.

The purpose of this action is to address the risk of potential
multi-notch downgrades across the companies presently under review.
The ultimate outcome of the ratings review for any particular E&P
company, including those listed in this press release, will depend
on the issuers particular credit attributes. As stated in previous
rating actions, the range of possible outcomes upon conclusion of
the review varies from possible confirmation of ratings to
multi-notch downgrades.

The principal methodology used in rating EOG Resources, Inc,
Marathon Oil Corporation, Apache Corporation, and Devon Energy
Corporation was Global Independent Exploration and Production
Industry published in December 2011.  The principal methodology
used in rating Western Gas Partners, LP, EQT Midstream Partners, LP
and EnLink Midstream Partners, LP was Global Midstream Energy
published in December 2010.

On Review for Downgrade:

Issuer: EQT Midstream Partners, LP

  Probability of Default Rating, Placed on Review for Downgrade,
   currently Ba1-PD

  Corporate Family Rating, Placed on Review for Downgrade,
   currently Ba1

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Ba1 (LGD 4)

  Senior Unsecured Shelf, Placed on Review for Downgrade,
   currently (P)Ba1

Outlook Actions:
  Outlook, Changed To Rating Under Review From Stable

Issuer: Western Gas Partners, LP

  Senior Unsecured Shelf, Placed on Review for Downgrade,
   currently (P)Baa3

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Baa3

Outlook Actions:
  Outlook, Changed To Rating Under Review From Stable

Issuer: EnLink Midstream Partners, LP

  Senior Unsecured Shelf, Placed on Review for Downgrade,
   currently (P)Baa3

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Baa3

Outlook Actions:
  Outlook, Changed To Rating Under Review From Negative

Issuer: Devon Energy Corporation

  Senior Unsecured Commercial Paper, Placed on Review for
   Downgrade, currently P-2

Issuer: EOG Resources, Inc.

  Commercial Paper, Placed on Review for Downgrade, currently P-2

Issuer: Marathon Oil Corporation

  Senior Unsecured Commercial Paper, Placed on Review for
   Downgrade, currently P-2

Issuer: Apache Corporation

  Senior Unsecured Commercial Paper, Placed on Review for
   Downgrade, currently P-2



[] Former Bankruptcy Judge D. Michael Lynn Joins Shannon Gracey
---------------------------------------------------------------
[*] Former Bankruptcy Judge D. Michael Lynn Joins Shannon Gracey

Shannon, Gracey, Ratliff & Miller, LLP announced on Jan. 11 that
Hon. D. Michael Lynn has joined the firm as Senior Counsel, after
presiding over the U.S. Bankruptcy Court for the Northern District
of Texas in Fort Worth for the past 14 years.  

"I've had Shannon Gracey attorneys in my courtroom for many years
and I consider it a privilege to be associated with attorneys who
are of the highest caliber and integrity," explained Judge Lynn. "I
look forward to making a meaningful contribution to the firm."

During his tenure on the bench, Judge Lynn oversaw the Chapter 11
cases of Mirant Corp., Pilgrim's Pride Corp. and the Texas Rangers,
among many others. Prior to serving on the bench, Judge Lynn
practiced as a bankruptcy attorney in the Dallas/Fort Worth area
for nearly 30 years.  He is the editor-in-chief of Bloomberg Law:
Bankruptcy Treatise, has been a contributing author for Collier's
various bankruptcy publications and a former columnist for
Bloomberg Law.

"Judge Lynn offers extensive expertise in bankruptcy law and
tremendous judicial insight to our attorneys and clients" says Rich
Lowe, Shannon Gracey's managing partner. "His reputation, immense
integrity, compassion and strong dedication to justice, support the
founding principles of Shannon Gracey.  Judge Lynn will work
closely with the members of our Bankruptcy Group and develop the
firm’s bankruptcy mediation practice."

Judge Lynn has been a visiting professor at Southern Methodist
University's Dedman School of Law teaching, among other courses,
the Advanced Bankruptcy Course.  He also was a visiting professor
at Texas A&M School of Law.  Judge Lynn graduated from Columbia Law
School.

Stephanie Cumings, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Judge D. Michael Lynn has seen a lot
transpire in the field of bankruptcy during his 14 years on the
bench.  According to the report, Judge Lynn may have entered the
bankruptcy world simply because "that's where [he] got a job," but
he leaves the bench as a pillar of the bankruptcy community, highly
respected by judges and practitioners alike.  

"I do not know anyone -- anyone -- who has the depth of knowledge
and understanding of the Bankruptcy Code and Rules as Michael,"
Judge Cecelia G. Morris told Bloomberg BNA Jan. 21.

Judge Lynn may be reached at:

          Hon. D. M. Lynn
          Senior Counsel
          SHANNON, GRACEY, RATLIFF & MILLER, LLP
          420 Commerce St., Ste. 500
          Fort Worth, TX  76102
          Tel: (817) 877-8114
          Fax: (817) 336-3735
          Email: dmlynn@shannongracey.com

Mr. Lowe may be reached at:

          Richard A. Lowe, Esq.
          SHANNON, GRACEY, RATLIFF & MILLER, LLP
          420 Commerce St., Ste. 500
          Fort Worth, TX 76102
          Tel: (817) 882-7653
          Fax: (817) 336-3735
          Email: rlowe@shannongracey.com

                  About Shannon Gracey

For more than 80 years, attorneys at Shannon Gracey have built a
legacy of working smart, helping clients make better decisions as
they navigate complex legal challenges and a changing business
environment.  Shannon Gracey is a highly diversified Texas firm
with offices in Arlington, Austin, Dallas, Fort Worth, Houston and
Rhome.  


[^] BOOK REVIEW: Oil Business in Latin America: The Early Years
---------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.



                            *********

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 2016.  All rights reserved.  ISSN: 1520-9474.

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